20-F 1 current20f052507.htm CURRENT TECHNOLOGY CORP. FORM 20-F CC Filed by Filing Services Canada Inc. 403-717-3898



UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


FORM 20-F


[ ]

REGISTRATION STATEMENT PURSUANT TO SECTION

12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934


OR

[X]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended December 31, 2006


OR

[ ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR

15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



Commission file number 000-19846

 

CURRENT TECHNOLOGY CORPORATION

(Exact name of Registrant as specified in its charter)


Not Applicable

(Translation of Registrant's name into English)


 Canada 

(Jurisdiction of incorporation or organization)


800 West Pender Street, Suite 1430, Vancouver, B.C. Canada V6C 2V6

(Address of principal executive offices)


Securities registered or to be registered pursuant to Section 12(b) of the Act.


Title of each

Name of each exchange

class

  on which registered


_________________________

_________________________


Securities registered or to be registered pursuant to Section 12(g) of the Act.


 

Common Stock, no par value

(Title of Class)



Securities for which there is a reporting obligation pursuant to









Section 15(d) of the Act.


 

Common Stock, no par value

(Title of Class)



Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.


80,872,023 common shares, without par value, issued and outstanding at December 31, 2006.


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.


Yes

  No

X


If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.


Yes

  No

X


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   X  No     


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.  (Check one):

Large Accelerated filer

 Accelerated filer

 Non Accelerated filer  X     


Indicate by check mark which financial statement item the registrant has elected to follow.


Item 17   X   Item 18     


If this is an annual report, indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Yes

 No    X










(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)


Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.


Yes      No


Item 1.

Identity of Directors, Senior Management and Advisers


Not Applicable


Item 2.

Offer Statistics and Expected Timetable


Not Applicable


Item 3.

Key Information




Selected Financial Data


 


Year Ended


Year Ended


Year Ended


Year Ended


Year Ended

Statement of Operations Data:

 


Dec. 31, 2006


Dec. 31, 2005


Dec. 31, 2004


Dec. 31,
2003


Dec. 31,
 2002


Net Sales

 


$378,142


$495,710


$333,441


$234,733


$104,337


Other Income

 


3,436


1,603


1,000


129


2,451

 

 

 

 

 

 

 

Total Revenue

 

381,578

497,313

334,441

234,862

106,788


(Loss) from Operations (Canadian GAAP)

 


(1,442,564)


(1,694,076)


(1,841,018)


(1,061,972)


(1,236,346)


(Loss) from Continuing Operations (Canadian GAAP)

 


(1,442,564)


(1,694,076)


(1,841,018)


(1,061,972)


(1,236,346)


Net Loss (Canadian GAAP)

 


(1,886,814)


(1,815,217)


(1,759,088)


(846,567)


(1,236,346)


Net Loss (US GAAP)

 


(1,886,814)


(1,815,217)


(1,759,088)


(846,567)


(1,236,346)


(Loss) from Operations per Common Share (US GAAP)

 


(0.02)


(0.03)


(0.03)


(0.02)



(0.03)













(Loss) from Continuing Operations per Common Share (US GAAP)

 


(0.02)


(0.03)


(0.03)


(0.02)



(0.03)


Balance Sheet Data:

 


 


 


Total Assets

 


271,403


719,254


692,568


259,962


299,438


Cash and Cash Equivalents

 


51,973


339,973


205,530


27,288


62,011


Net Assets

Stockholders' Equity (Deficiency)

(Canadian GAAP)

 


(1,210,132)


(793,866)


(1,161,235)


(1,342,178)


(850,202)


Net Assets

Stockholders' Equity(Deficiency)

(US GAAP)



(1,969,940)


(1,317,409)


(1,576,495)


(1,757,438)


(1,272,165)


Capital Stock


$34,924,434


$34,061,493


$32,455,141


$30,635,410


$30,255,761


Number of shares outstanding

80,872,023

74,655,023

60,240,257

51,136,811

48,333,015


Number of shares outstanding (weighted average)(US GAAP)

80,872,023

66,637,565

54,477,115

48,585,542

47,333,293


Total assets for the years ended December 31, 2006, 2005 and 2004 are identical under both Canadian and US GAAP.


Loss from continuing operations per common share for the years ended December 31, 2002 - 2006 are identical under both Canadian and US GAAP.


Shareholder’s deficiency under US GAAP is greater as at December 31, 2006, 2005, 2004, 2003 and 2002 due to the effect of application of APB No. 14 (Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants), which states no portion of the proceeds from the issuance of convertible securities should be accounted for as attributable to the conversion feature.  Canadian GAAP requires the separate presentation of the liability and the equity component of the convertible promissory note.


The above “Selected Financial Data” is presented in Canadian dollars.  On April 30, 2007, the most recent month end, the cost for one US$1.00 was CDN $1.11.  On December 31, 2006, the date of the most recent financial statement, the cost for one US$1.00 was CDN$1.17.  The average high and low exchange rates for the last six months






4




between the United States dollar exchanged for Canadian dollars is as set forth below:


Month

Average

High

Low

November 2006

December 2006

1.14

1.15

1.14

1.15

1.13

1.15

January 2007

1.18

1.18

1.17

February 2007

1.17

1.17

1.17

March 2007

1.17

1.17

1.17

April 2007

1.13

1.14

1.11

 

 

 

 

The exchange rate for the last five calendar years between the United States dollar exchanged for Canadian dollars is as set forth below:


Calendar Year

 

Average Rate for the Year

2002

 

1.57

2003

 

1.40

2004

2005

 

1.30

1.21

2006

 

1.13

The above exchange rate data was provided by the Bank of Canada.


The Company has not paid any dividends during the last five years and the Company does not anticipate paying any dividends during the next fiscal year.


Risk Factors


The business of the Company involves a number of risks and uncertainties that could cause actual results to differ materially from results projected in any forward-looking statement, or statements, made in this report.  The Company’s securities are speculative and investment in the Company involves a high degree of risk.  Prospective investors should consider the following:


1.

The Company incurred a net loss of $1,886,814 for the year ended December 31, 2006 (2005:$1,815,217; 2004:$1,759,088). The Company has reported recurring losses since inception which have resulted in an accumulated deficit of $37,998,964 at December 31, 2006 (2005:$ 36,112,150). The Company has relied and will continue to rely on debt and/or equity financing and/or the sale of certain rights for consideration including cash. There is no certainty that additional debt and/or equity financing and/or arrangements for the sale of rights will be available on reasonable terms or at all. (Note: The financial data in this paragraph is presented in Canadian dollars.)







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The ability of the Company to continue as a going concern is dependent on the receipt of additional financing and /or proceeds on the sale of assets and ultimately its ability to generate sufficient cash from operations and financing sources to meet obligations as they come due.  Any inability to obtain additional financing when needed and/or the loss of a material contract would have a material adverse effect on the Company, including possibly requiring the Company to significantly reduce or possibly cease its operations. In particular, failure to complete all phases of the contract with Hair Envy, LLC see (“CTG Marketing”) will have such material adverse effect on the Company.


2.

If the Company was unable to continue as a going concern, material adjustments would be required to the carrying value of assets and liabilities on the balance sheet and the balance sheet classifications used.


3.

The Company has commenced marketing its cosmetic product CosmeticTrichoGenesis in the United States.  The marketing of CosmeticTrichoGenesis is subject to regulatory authorities in the United States, including but not limited to the FDA and FTC.  These agencies may seek to limit or deny the Company the ability to market CosmeticTrichoGenesis as a cosmetic product.  The Company must also receive regulatory approval to market its medical product ElectroTrichoGenesis in the United States.  The Company has not applied, and does not intend at this time to apply, for such regulatory approval in the United States. Consequently, there can be no guarantee as to either if, or when, such approval may be obtained. 



4.

As with any product or service, competition from new sources may arise and existing competition may increase which may adversely affect the Company’s business plan.


5.  

The Company’s success will partially depend on its ability to obtain and enforce patents relating to the technology and to protect trade secrets. Further patents may not be available. In addition, third parties may challenge, narrow, invalidate or circumvent the Company’s patents. The patent position of medical device companies is generally highly uncertain, involves complex legal and factual questions and has recently been the subject of much litigation. Neither the U.S. Patent Office nor the courts have a consistent policy regarding breadth of claims allowed or the degree of protection afforded under many device patents.
 
In an effort to protect its unpatented proprietary technology, processes and know-how, the Company’s employees and consultants are required to execute confidentiality agreements. However, these agreements may not provide adequate protection against






6




improper use or disclosure of confidential information. These agreements may be breached, and the Company may not have adequate remedies for any such breach. In addition, in some situations, these agreements may conflict, or be subject to, the rights of third parties with whom employees or consultants have previous employment or consulting relationships. Also, others may independently develop substantial proprietary information and techniques or otherwise gain access to the Company’s trade secrets. The Company intends to market its products in many different countries. In some of those, patents may not be held nor applied for. Different countries have different patent rules and the Company may sell in countries that do not honor patents and in which the risk of product copying would be greater.


6.

The Company’s business exposes it to potential product liability risks, which are inherent in the testing, manufacturing, marketing and sale of medical and/or cosmetic products.  While the Company will take precautions it deems to be appropriate to avoid product liability suits against it, there can be no assurance that it will be able to avoid significant product liability exposure.  Product liability insurance is generally expensive to the extent it is available at all.  The Company has not yet obtained product liability coverage.  There can be no assurance that it will be able to obtain such coverage on acceptable terms, or that any insurance policy will provide adequate protection against potential claims.  A successful product liability claim brought against the Company may exceed any insurance coverage secured by the Company, and could have a material adverse effect on the Company’s results or ability to continue marketing its products.


7.

The Company is dependent on the management of certain key personnel.  At this time, no key man insurance has been obtained.


8.

Historically, consumers held negative perceptions for hair restoration products or processes.  While the Company has developed a reasonable strategy for responding to this perception, there can be no assurance that widespread acceptance of the Company’s technology can be achieved.


9.

Many of the countries in which the Company’s products are available face adverse economic and political conditions which make business development more difficult.


10.

Due to the relatively low price of the Company’s shares, financings have caused and may continue to cause dilution.


11.

The Company’s common stock is listed on the OTCBB.  Investors may find it more difficult to dispose of or to obtain accurate quotations as to the market value of the Company’s common stock than would be the case if it were listed on a more recognized stock exchange or quotation service.  In addition, trading in the






7




Company’s common stock is currently subject to certain rules under the Exchange Act, which require additional disclosure by broker-dealers in connection with any trades involving a stock defined as a “penny stock”. Penny stocks are generally non-exchange traded equity securities with a market price less than $5.00 per share. The penny stock rules require broker-dealers selling penny stocks to make certain disclosures about such stocks to purchasers thereof, and impose sales practice restrictions on broker-dealers in certain penny stock transactions.  The additional burdens imposed upon broker-dealers by these rules may discourage them from effecting transactions in the Company’s common stock, which could limit the liquidity of the common stock and the ability of the Company’s stockholders to sell their stock in the secondary market.


12.

The life cycle of the products that the Company has developed is difficult to predict.  Failure to gain timely market acceptance of its products would have a material adverse effect on the Company’s ability to generate revenue, and would have a material adverse effect on the Company’s business, financial condition and results of operations.  


13.

The Company has entered into agreements with distributors in various countries around the world.  In most instances, these agreements are with entities which have few if any, assets.  If these entities fail to perform, the Company’s only remedy may be to cancel the contract and seek a replacement distributor.  Thus there are no assurances that the minimum number of units will be purchased under any agreement.


Item 4.

Information on the Company


History and Development of the Company


Current Technology Corporation (the ”Registrant” or the “Company”) was incorporated as 310086 B.C. Ltd. under the Company Act of British Columbia on June 3, 1986, by registration of its Memorandum and Articles with the Registrar of Companies for British Columbia. The Registrant changed its name to Current Technology Clinics Inc. April 16, 1987, to Current Technology Corporation June 8, 1987, and then to Current Technology Corporation/La Technologie Au Courant Inc. September 1, 1987.  At the June 27, 2003 Annual General Meeting, shareholders approved a special resolution to transfer the Company’s jurisdiction of incorporation from British Columbia to the Federal jurisdiction under the Canada Business Corporations Act (“CBCA”).  The continuance of the Company to the CBCA was completed May 13, 2004 under the name Current Technology Corporation/ Corporation Technologie Au Courant.  At the June 30, 2004 Annual and Special General Meeting, shareholders approved the adoption of By-Law No.1 which governs the general conduct and affairs of the company.  The Company commenced operations on April 21, 1987.  The Company is located at 1430 - 800 West Pender Street, Vancouver, British Columbia, Canada V6C 2V6. The






8




Company’s telephone number is 604-684-2727; its fax number is 604-684-0526.  The Company has an active website: www.current-technology.com .

     

     The Company is the developer of electrotherapeutic products.  Specifically they are ElectroTrichoGenesis (ETG, ETG Mark 1 or ETG Treatment) and CosmeticTrichoGenesis (CTG or CTG Mark 5)and collectively TrichoGenesis.  The Company owns patents relating to the technology, methodology and design of its TrichoGenesis products.

 

The Company has developed a patented electrotherapeutic device which reduces excessive hair loss and can also stimulate hair regrowth in those who suffer from androgenetic alopecia (common baldness).  ElectroTrichoGenesis, or ETG Treatment, the regrowth of hair by means of electrical stimulation, is believed to promote the “healing” of hair follicles that are dormant, but not dead. Research has been conducted to expand the indications for ETG.  For example, a single center pilot trial to assess the efficacy of ETG in the reduction of hair loss in patients with breast cancer undergoing chemotherapy has been completed with encouraging results.  Psycho-Oncology, a peer reviewed medical journal, published the results in the May/June 2002 edition (p. 244-248).


    The CTG Mark 5 is a unit that represents a breakthrough product for improving the appearance of thinning hair.  Using the TrichoGenesis technology platform, this product was developed specifically for the United States marketplace.  Sales initiatives in the United States commenced at the end of the first quarter 2003.  The Company continues to be engaged in ongoing research to expand the indications of its TrichoGenesis products.


Effective August 28, 1987, the Company acquired from 314613 B.C. Ltd. (a company related by way of common directors) the exclusive license and rights to certain hair regrowth products, procedures and technology for an initial term of 20 years for 2,500,000 escrowed common shares of the Company with a total deemed value of $1.  The license and rights provided for continuous renewal periods of 20 years for a nominal consideration of CDN$10.00 for each 20-year renewal term. On June 30, 2000 the Company and 314613 B.C. Ltd. cancelled the 2,500,000 escrowed common shares.  On the same day, the Company issued warrants to purchase 2,500,000 common shares at a price of $0.05 (all funds USD unless noted otherwise) per share up to and including June 30, 2005.  On July 5, 2004 the Directors by way of a Consent Resolution extended the expiry date to June 30, 2006 and added a cashless exercise provision. On May 8, 2006 the Directors by way of Consent Resolution extended the expiry date to June 30, 2007, and on January 18, 2007 from June 30, 2007 to June 30, 2008. The warrants were issued to the principals of 314613 B.C. Ltd., Anne Kramer (as to 1,250,000 common shares) and Robert Kramer (as to 1,250,000 common shares).  


In a separate transaction, on May 31, 1999 314613 B.C. Ltd. agreed to sell to the Company the TrichoGenesis technology including all






9




worldwide issued and pending intellectual property protection for CDN$200,000.  The payment was made by the issuance of 2,500,000 common shares on July 12, 1999.


On September 11, 2000 the Company issued a convertible promissory note (the “2000 Note”)to Keith Denner (see Item 7. “Major Shareholders and Related Party Transactions”)a lender who owns over 18% of the issued and outstanding common shares of the Company.  As at December 31, 2005, total principal amount due under the 2000 Note amounted to $279,300, of which $125,500 was non-interest bearing and $153,800 with interest at a fixed rate of 10% per annum.  No advances were made under the 2000 Note in 2006.  The last principal advance was made in September, 2001. The 2000 Note was to mature on August 31, 2005.


The holder of the 2000 Note could convert all or a portion of the principal and interest outstanding into units issued by the Company, each unit consisting of one common share and one common share purchase warrant.  Each warrant entitled the holder to purchase one additional common share of the Company at $0.05 up to and including March 31, 2006.  Each $0.05 of principal or interest outstanding at the time of conversion could be converted into one unit.  The Company was not permitted to repay the principal and interest due under the note prior to August 31, 2005.  The 2000 Note is secured by a general security agreement, under which the Company has granted a security interest over all of the Company’s assets, including all intellectual property.


On March 22, 2005, the Company restructured the 2000 Note pursuant to a Forbearance Agreement(the “2005  Restructuring”). Under terms of the 2005 Restructuring, the Company agreed to include accrual interest up to August 31, 2005 in the amount of $10,239 as part of the principal of the 2000 Note. As such the total principal of $347,488 was converted at $0.05 into one unit consisting of one common share and one warrant.  As a result of the conversion, Keith Denner received 6,949,766 of common shares and 6,949,766 of warrants.  The 6,949,766 warrants are exercisable for shares at $0.05 and will expire on the later of January 9, 2007 or on the date which is one year and five business days after the Company repays the New Debt referred to below.



On December 31, 2003 the Company reached an agreement with Mr. Denner to restructure $644,000 indebtedness of the Company otherwise coming due to Mr. Denner on January 2, 2004.  Under the agreement the outstanding non-convertible debt totalling $644,000 (the “2003 Debt”), with an interest rate of 10% per annum, was due and payable as of January 2, 2005. A total of $24,000 was advanced under the 2003 Debt in 2004.  The 2003 Debt balance outstanding on December 31, 2004 was $733,471, including accrued interest.  Subsequent to December 31, 2004 and prior to the 2005 Restructuring, Mr. Denner advanced $76,456 for legal fees regarding the restructuring.  Including interest accrual to March 22, 2005 of $16,408, the total principal restructured on March 22, 2005 was $826,335.  This $826,335 promissory note (the “2005 Debt”) was restructured to include a conversion feature where the






10




lender can convert each $0.25 of principal and accrued interest owing to one common share of the company at any time until maturity.  The 2005 Debt bears interest of 10% per annum and was to mature on January 2, 2007. The 2005 Debt is secured by a security agreement under which the Company agreed to grant the lender security interest over all the Company's property and assets, including all intellectual property.


As additional consideration for the above 2005 Restructuring, the Company agreed to issue 3,200,000 additional share purchase warrants exercisable for common shares at $0.25.  The expiry date of these warrants is the later of January 2, 2010 and the date which is one year and five business days after the date on which principal and accrued interest owing under the New Debt referred to below are fully repaid.


On January 18, 2007 the Company reached an agreement with the holder of the 2005 Debt to extend maturity date of the convertible promissory note from January 2, 2007 to Janary 9, 2008 (the “2006 Restructuring”).  The agreement was effective December 31, 2006. At December 31, 2006, total principal and interest restructured amount to $1,194,021 (the “New Debt”). The New Debt bears interest at 10% per annum and the holder of the convertible promissory note has the right to convert all or part of the note to common shares of the Company at a conversion price of US$0.10 per share.


As additional consideration for restructuring, the Company issued the holder of the New Debt 4,000,000 share purchase warrants exercisable for common shares at US$0.10 per share.  The expiry date of these warrants is the later of December 31, 2011 or the date which is one year and five business days after the New Debt is fully repaid. The note is secured by a security agreement under which the Company agreed to grant the lender security interest over all the Company’s property and assets, including all intellectual property.


The Company also agreed, as part of the 2006 Restructuring, to extend the expiry dates of all previously existing warrants held by the lender as follows:

 

Number of Warrants

Expiry Date

Exercise Price

New Expiry Date*

2,000,000

January 3, 2005

$0.25

January 9, 2007

2,980,000

February 7, 2005

$0.10

January 9, 2007

179,167

September 27, 2005

$0.15

January 9, 2007

1,600,000

October 11, 2005

$0.50

January 9, 2007

 

*The new expiry date for each set of warrants shall be the later of:

(a)

January 9, 2007; and

(b)

the date that is one year and five business days after the date on which the New Debt and any interest payable thereon has been repaid in full.






11






Mr. Denner owns 14,979,266 common shares (representing approximately 19% of the issued and outstanding shares of the Company) and warrants to purchase an additional 20,908,933 common shares.  All such warrants have been amended so as to provide for a cashless exercise provision.


On December 27, 2001, the Company disposed of two 100% owned inactive subsidiaries, CTC Nevada Corp. and C.T.G.P. Corp., to a director at fair market value of CDN$100.  During the four months ended December 31, 1993 and the year ended August 31, 1993, the Company’s subsidiary, CTC Ventures Corporation, received $190,500 in subscriptions for the purchase of 378,000 special warrants.  The special warrants were not issued.  On December 29, 2000, the Company sold its investment in CTC Ventures Corporation for a nominal sum to a Company director.  The difference between the amount paid and the net liabilities of CTC Ventures Corporation, including the prior subscription liability has been recorded as contributed surplus.


Business Overview


The Company has commenced the international marketing of its ETG device which is not available in the United States.  The Registrant has entered into agreements with exclusive national distributors and ETG treatment centers are operating in Cyprus, New Zealand, Singapore, Thailand, Indonesia, Greece, Turkey, Venezuela and Mexico.  In addition, ETG devices and/or treatment centers are operating in Canada, Australia, Argentina, Ireland, Poland, Chile, Korea and Kuwait. The Company developed the CTG Mark 5 specifically for the United States marketplace. The agreements with TrichoGenesis operators typically provide for the payment to the Company of Technology Use Fees (TUFs), a type of royalty based on the use of the equipment, once the units are in operation.  Purchasers typically pay a non-refundable deposit per unit when an order is placed, with the balance due under normal commercial terms.  The purchase prices for the equipment and the TUFs are typically payable in U.S. dollars.


The Company has developed a new marketing and sales strategy, particularly as it applies to the United States and potentially the UK, Europe and the Middle East. Historically, revenue has been generated primarily from a combination of the sale of units to distributors and the TUFs charged on each use. This is a conventional sales model wherein title actually transfers and revenue is recorded when the sale is consummated and/or TUF collected.  Although the TUF may vary, it typically represents 5% to 10% of the ultimate retail price paid by the consumer.  The new strategy involves placement of TrichoGenesis units with operators on a revenue sharing basis.  Under the revenue sharing model, up to 50% of the retail price paid by the customer may be paid to the Company.  Revenue sharing has the potential to significantly increase the amount of revenue the Company may earn from a particular unit.  However, it should be noted either






12




no sale would be recorded in such an eventuality as the unit would remain in inventory and title would not transfer (the model proposed for the UK, Europe and the Middle East) or the unit would be sold at cost (the model proposed for the United States), thus eliminating the recording of a gross profit at the time of sale.  Therefore, in both instances, the revenue sharing model would result in a decrease in revenue recorded in the short run.  The Company believes this shortfall would be more than offset in the long run by enhanced revenues over time, i.e. from revenue sharing.  It should be further noted, the revenue sharing model is by its nature more capital intensive than the conventional sales model.  Therefore, the Company has taken steps to address this issue as described below in “Prior Initiatives:  United States” and “Prior Initiatives:  United Kingdom”. Lack of capital or suitable alternatives may limit the Company’s ability to rollout the revenue sharing model.   



The Technology:   Over the years, researchers and clinicians have discovered that certain electrical frequencies and current values stimulate healing responses in various parts of the body.  For example, a research paper published in The Journal of Bone and Joint Surgery in May 1990 by J.W. Sharrard, M.D., University of Sheffield, concluded that electrical stimulation significantly influenced healing in non-union fractures.  In addition, a report published in the British Journal of Dermatology in 1992 presented evidence on the healing of recalcitrant venous ulcers by means of electrical stimulation.  Electrical stimulation is now an accepted medical treatment in a number of specific areas.


Historically, the Registrant has focused on developing a treatment for common baldness using electrical stimulation.  It has identified the electrical parameters that reduce excessive hair loss and stimulate hair regrowth, and it has developed the treatment program. As hair loss progresses, the hair follicle produces hairs in the normal growing - resting - shedding cycle that are progressively thinner and shorter.  Ultimately only "peach fuzz" type hair is produced and then the hair follicle goes into a dormant state prior to its demise.  ETG Treatment is believed to alter this dormant state by stimulating the production capability of the follicle and thereby reducing excessive hair loss and encouraging regrowth.


In addition to ETG Treatment, using the TrichoGenesis platform, the Company has developed CosmeticTrichoGenesis.  Developed specifically for the United States market, CTG is a breakthrough method for improving the appearance of thinning hair.


The ETG Treatment Process:   During the treatment process, the patient sits in a medical device which has been designed to deliver ETG Treatment.  The device does not touch the scalp, no drugs are ingested, no sensation is felt and there are no apparent side effects.  Treatments last for twelve minutes and are usually administered weekly






13




for periods determined by individual needs.  Ongoing maintenance visits are recommended thereafter.


Clinical Development:   Over the years ETG Treatment has been subjected to controlled clinical trials, so that safety and efficacy of the process could be verified independently.  The first of these was conducted by the Division of Dermatology, Faculty of Medicine, University of British Columbia.  Fifty-six men completed this 36 week trial and 96% of those who received active treatments had no further hair loss or experienced significant hair regrowth.  Some of the men continued to take treatments with measurements through 70 weeks; they experienced continued significant enhanced hair regrowth. Reports were published on these two clinical trials in a peer reviewed medical journal, the International Journal of Dermatology in the July-August 1990 and December 1992 issues.


The Registrant then commissioned further controlled clinical trials with male subjects at some eight academic centers across the United States and Canada, with a total of 205 men completing these 33 week controlled clinical trials.  Those receiving active treatments reported significantly diminished hair loss as well as enhanced hair regrowth.  These results have not been published.  In addition, approximately 375 men over about seven years have received treatments in the Registrant's test clinic.  Clinic director, Dr. Michael Koss, reported that many of these men experienced reduction of hair loss and enhanced hair regrowth.  ETG Treatment is proven to be safe and users find treatments to be a comfortable experience.


A medical doctor, the distributor in New Zealand has been instrumental in conducting research to expand the indications for ETG. Dr. Timothy Meakin was co-investigator in the Auckland, New Zealand single center pilot clinical trial to assess the efficacy of the ETG device in the prevention or reduction of hair loss in patients with breast cancer undergoing chemotherapy.  Dr. Meakin reported that thirteen women completed the study.  Twelve of the thirteen had the same amount of hair or an increase in the amount of hair at the conclusion of their chemotherapy regimen when compared to baseline.  All of the women were diagnosed with breast cancer, treated with CMF chemotherapy over approximately 24 weeks, and received concurrent ETG treatments.  A report on the pilot clinical study, has been published in the May/June 2002 issue of Psycho-Oncology, a peer reviewed medical journal.


CMF is a combination of the chemotherapy agents Cyclophosphamide, Methotrexate and Fluorouracil (5FU).  This combination is a chemotherapy regime prescribed in New Zealand, the United States and many other countries.  Alopecia (hair loss) as a result of cancer chemotherapy is a major source of negative changes to self-concept and body image and one of the side effects to chemotherapy people fear most.  Therefore, in addition to assessing hair quantity, quality of life was assessed in this clinical study.  All of the women reported






14




that ETG treatments to prevent or reduce chemotherapy induced hair loss, assisted them to maintain their sense of well being, and self-esteem.


Regulatory Approvals:   In November 1993, The Registrant submitted a Pre-Market Approval application ("PMA") containing its clinical and safety data to the FDA. In July 1994, the FDA advised that on the basis of its review of the PMA, certain deficiencies existed which caused the FDA to determine its review could not continue.  The Registrant believes that it can address the majority of the deficiencies, but it could not provide the further data to support safety and efficacy for prolonged use within the response period required by the FDA.  As a result the Registrant elected to voluntarily withdraw the PMA. No ETG sales or marketing can take place in the US unless and until FDA approval is obtained.  The Company has no current plans to commence the formal FDA approval process, however, so there can be no guarantee as to either if or when such approval may be obtained.


In January 1995 the Registrant was advised by Health Canada (Health Protection Branch) that it was satisfied with the notification materials submitted for the ETG device.  Health Canada's acceptance of notification materials is the final regulatory procedural step required for marketing a medical device in Canada.  The notification materials include Device Monograph, Directions for Use, Labels and Operator's Manual.


In addition to clearing the way for marketing in Canada, the Canadian Health Protection Branch acceptance is assisting in obtaining health regulatory approvals in other jurisdictions.  Amongst others, the health regulatory authorities in Mexico, Chile, New Zealand, Singapore, Thailand, Indonesia and Turkey have cleared the ETG device for sale as a medical device. The medical approval process is underway in Korea. In addition, the CE Marking of Conformity Medical Devices provides coverage in Europe and many other countries around the world with the exception of the United States.


The Canadian Standards Association (CSA) has issued two international Certificates of Compliance for Current Technology’s proprietary ETG devices.  Under the first Certificate of Compliance issued September 23, 2005, the Company’s ETG devices were recertified as meeting the most recent requirements of Class 8750 01 and Class 8750 81 medical electrical equipment safety standards.  The second Certificate of Compliance reissued October 19, 2005 relates to the standards set by the International Electrotechnical Commission’s (IEC) CB Scheme for safety of medical electrical equipment IEC 60601-1.  This approval is recognized and accepted throughout the EEC and EFTA countries as well as a number of other jurisdictions.  


  During the last quarter of 2004 KEMA Quality B.V., Arnhem, The Netherlands, conducted audits and examinations in accordance with the applied conformity assessment procedures and determined that the






15




quality systems maintained by the Registrant and its ETG Mark 1 (ElectroTrichoGenesis) electric pulse stimulator for the treatment of hair loss comply with the requirements of EC-directive 93/42/EEC and amendments thereto.  Therefore, KEMA issued certificate number 2076469CE01 valid until March 1, 2008 authorizing Current Technology to affix the “CE Marking of Conformity Medical Devices” to its ETG Mark 1. In January 2007, KEMA completed its annual surveillance audit, with a positive outcome.


In addition to the CE Medical Mark audit, KEMA conducted an audit during the first quarter of 2005 of the sales, marketing, distribution and control of manufacturing of ETG Mark 1 under ISO 13485:2003.  Implemented in 2004 and mandatory by March 2006, this is the highest standard issued for medical devices.  The Company has received a copy of the certificate which was issued on April 4, 2006 and is valid until February 25, 2009.  KEMA completed its annual surveillance audit in May 2007, with a positive outcome.


The Company’s CTG Mark 5 has also been subjected to similar examinations.  As a result the following certificates have been issued:

i)

CSA International Certificate of Compliance as a Class 3872 81 Hygiene and Cosmetic Appliance certified to US standards.  Date of reissue February 7, 2006.

ii)

CSA International CB Test Certificate under IEC 60335-1.  Date of reissue February 8, 2006.


Manufacturing:   The Registrant has orally contracted with local suppliers to manufacture TrichoGenesis units.  The primary contractor is an established manufacturer of high technology equipment. Customers of the primary contractor include prime aerospace companies, electronics firms and medical robotic manufacturers.  In May 2006, the manufacturer, Sicom Industries Ltd.( an ISO 9001:2000 compliant company), moved into a new production facility with space dedicated specifically for the manufacturing of TrichoGenesis units.  The Registrant recommenced manufacturing in 2004 with an order for 30 units and placed an order for an additional 20 units in 2005. No orders fo additional units were placed in 2006. The 2005 production run employed a new gel coat manufacturing process to produce the main body of the unit.  If the primary contractor is unable to meet the Company’s manufacturing needs, there are other manufacturers that could be used as the Company is able to provide a complete set of drawings.  Manufacturing is typically done in batches with lead times in the range of eight to twelve weeks. Anthony J. Harrison, Current Technology's Chief Operating Officer, directs the manufacturing process.


Intellectual Property:   The Registrant’s intellectual property is protected by a combination of trade secrets, issued and pending patents, design patents and/or industrial design registrations, and trademarks.  In addition to 4 issued patents in the United States,






16




there are 12 issued and 3 pending patents in 16 countries including Canada, New Zealand, the United Kingdom, Germany and Japan. The Company is most reliant upon its United States patents for future growth. Design patents and/or industrial design registrations have been granted in 17 countries including the United States and most European countries, amongst others.  Trademarks protecting both the stylized CTC and ETG logos have been granted in 33 countries.  Trademark and servicemark applications are underway in the United States to protect ElectroTrichoGenesis and have been granted for CosmeticTrichoGenesis.  Further trademarks have been granted in Japan and the European Union (25 countries).  


The Company holds a 100% interest in the following domain names: current-technology.com, cosmetictrichogenesis.com, ctgtechniques.com, ctgtechnique.com, electrotrichogenesis.com, currentech.com, trichogenesis.com, etgtreatment.com, myhairchair.com, currenttechnologyco.com, currenttechnologycorp.com, and currenttechnologycorporation.com.


Marketing Program:   The Company has four possible sources of revenue: the sale of ETG Mark 1 devices; the sale of CTG Mark 5 units; Technology Use Fees (royalties) calculated on the revenue or number of treatments and / or sessions generated by the ETG and / or CTG equipment; and license fees which could be generated from the sale of rights to particular geographic areas.


Historically, the Company has generated revenue from the first three sources:  equipment sales and royalties.  To date, no revenue has been generated from the sales of licenses.  As discussed in “Business Overview”, the Company is attempting to employ a new revenue sharing marketing and sales strategy in the United States and potentially Europe.


CTG Marketing Program:


United States


The Company considers the United States to be one of the most important markets in the world for its products.  Accordingly, using the TrichoGenesis technology platform, the Company developed a product to suit the requirements of the multi-billion dollar U.S. beauty, spa and fitness markets.  This product is named CTG Mark 5 and the process CosmeticTrichoGenesis is marketed as a breakthrough method for improving the appearance of thinning hair.


Prior to 2006, the Company’s strategy was to develop the market for CTGs in the United States by appointing distributors on a geographic basis.  During 2005, the Company conducted a market test and evaluation of CTG at locations in Kansas and Michigan under the direction of Strategic Laser & MedSpa, LLC (“Strategic Laser”).  During the latter part of 2005, Strategic Laser approached the






17




Company with the view of developing the market in the United States on a revenue sharing basis.  On February 4, 2006 an interim sales agreement was entered into providing for the completion of a definitive agreement and placement of an initial order for 200 CTGs on or before June 30, 2006.  In anticipation of the Strategic Laser agreement, the Company issued in December 2005, 1,400,000 restricted shares to cancel all legacy distribution agreements in the United States and terminated a pilot distributorship agreement.

 

On February 12, 2007, after several extentions of the interim agreement with Strategic Laser, the Company granted exclusive distribution rights in the United States for the TrichoGenesis platform products to Hair Envy, LLC (“Hair Envy”) (Hair Envy is owned by Jason Olcese, president of Strategic Laser, and a financial partner). During Phase One, it is intended a total of 10 CTG units will be delivered to selected opinion leading salons and spas in the corridor between Santa Barbara and San Diego, California.  The first 5 CTG units have been delivered to a storage facility in Los Angeles, California and are awaiting distribution. Subsequent to crossing the US border, the Food and Drug Administration (“FDA”) placed an administrative hold on the five units. In three similar instances during 2004, the FDA placed an administrative hold on the Company’s CTG units, which were released once the FDA confirmed they were cosmetic units and not medical devices. Relying on these past precedents, the Company believes the units will be released in due course. It is anticipated the second 5 CTG units will be shipped during the third quarter of 2007.


 

During Phase One the primary objective will be to develop a data base of before and after images that will be used in newly designed marketing materials to support in store promotions and aggressive local and national print, radio and TV media awareness campaigns.  A professional video crew will visit these salons on a regular basis and record the progress and comments of customers.  The video footage will be included in an infomercial and will be available for use by the media.  Once sufficient images of and comments from a broad cross section of men and women of varying ages and ethnicities have been captured, Phase Two will be launched.  Hair Envy has agreed to order 200 CTG units to support the national launch in Phase Two no later than five months after the tenth Phase One unit is placed with a customer, at which time a fifty percent deposit will be paid to secure the order.

 
 

While Phase Three is not fully developed Hair Envy and the Company expect it to involve the creation of a national franchise system.  The agreement with Hair Envy is structured on a revenue sharing basis.  Going forward, the Company will sell CTG units to Hair Envy at cost and will be paid up to 27% of the projected consumer price, such amounts to vary with volume.


  

On February 12, 2007, the Company issued warrants to Hair Envy to purchase 2,500,000 common shares, exercisable at US$0.125 per






18




share for 5 years, with the following vesting provisions: 750,000 upon issuance; 750,000 upon payment of the tenth unit; and 1,000,000 upon ordering of 200 units.  The warrants have a cashless exercise provision.


Failure to complete all phases of the Hair Envy agreement will have a material negative impact on the Company.


It is important to note that while the Company is directing its primary focus on the placement of CTG Mark 5s in the U.S., Current Technology had hoped to obtain FDA approval for the medical uses of the ETG device, namely indications for androgenic alopecia and/or hair loss prevention for oncology patients and/or alopecia areata.  However, there can be no guarantee as to either if or when such approval may be obtained.  To date, financial constraints have precluded a formal submission to the FDA, and there are no current plans to make such a submission.


ETG Marketing Program:


Overview


ETG devices are operating in 17 countries:  Ireland, Cyprus, Turkey, Greece, Poland, New Zealand, Australia, Thailand, Singapore, Indonesia, Korea, Canada, Mexico, Venezuela, Argentina, Chile and Kuwait.  


During 2005 and into 2006, the Company commenced two new initiatives in the United Kingdom and France. (See 2005 Annual Report).


Prior Initiatives: United Kingdom


In October 2005, the Company appointed Anchorage Capital Partners Limited (“ACP”) of London, England Corporate Finance and Investment Advisor.  In December 2005, a wholly owned UK subsidiary was formed – Current Technology (UK) Ltd. (the “Subsidiary”).  To date, the Subsidiary has not commenced material operations.  The Company is not presently actively pursuing a financial transaction with ACP to fund the Subsidiary, as it would be too dilutive given the Company’s low share price.


Prior Initiatives: France


Recognizing the potential of an association with Intercoiffure Mondial, the Company shipped a unit to the selected salon in Paris, France, provided on site product training and attempted to keep in regular communication with the designated salon contact.  Unfortunately, these efforts were not reciprocated, and the salon never promoted ETG to its customers.  Therefore, the Company






19




terminated the relationship and returned the unit to inventory.  



Further Marketing Program Commentary:


Geographic Commentary


The following commentary relates to those markets in which recent, relevant activity has occurred.


Asia Pacific


Singapore:   Gromark Consumers Enterprise Pte. Ltd. (“Gromark”) is operating three ETGs in two successful locations, doing business as “EHR Centres”.


Korea:   The Company in April 2007 shipped an ETG device to Tribis Inc. (“Tribis”) of Seoul, Korea.  A manufacturer and distributor of cosmetic and medical devices, Tribis conducted extensive market research and determined that in order to achieve meaningful market penetration, full medical approval will be required.  Therefore, for the past several months, in concert with the Company, Tribis has been working with the Korean Food and Drug Administration (“KFDA”) to obtain the required approval.  Tribis believes the final step in the KFDA approval process should be the successful conclusion of an open study (open study, as opposed to the more complex double blind clinical trial).  The Company has designed the required protocol, and the study will be conducted by Tribis at its expense, using the ETG provided by Current Technology.  Tribis hopes to obtain full KFDA approval early next year.


Indonesia:   In July 2006, the Company shipped the first two ETG devices to Gromark’s sub-distributor PT. EHR Indonesia (“PT.EHR”) in Jakarta.  PT. EHR’s flagship location in Darmawangsa Square, a mall located in an upscale residential area of the capital city, is modeled after Gromark’s successful EHR Centre located in the Camden Medical facility in Singapore.


Taiwan:   Gromark’s prospective subdistributor was unsuccessful in obtaining medical approval, ceased cosmetic operations and placed all units in storage due to a serious illness.


Australia:   During the first quarter of 2007, the Company shipped its first TrichoGenesis platform product under the Hair Envy banner to Australia.  Hair Envy’s partner is an Australian group with strong financial resources and a keen understanding of the health and beauty sector.  A second unit was shipped on a trial basis in April 2007 to be used for demonstration purposes at two health and beauty trade shows; the second show to be held in June 2007 is the largest such trade show in the Southern Hemisphere.







20




Other:   Distributor agreements are in place with Gromark for Thailand, Hong Kong and Malaysia.  In addition to its focus on developing markets already under contract, Gromark reports ongoing negotiations with respect to other countries in Asia.  The Company cannot guarantee either if, or when, these negotiations will result in definitive agreements or purchase orders.


Europe


Turkey: The Company’s exclusive distributor in the Republic of Turkey, Sanomed Medikal Teknoloji Co. (“Sanomed”), has purchased a total of 12 ETGs during his first full year (to March 31, 2007) as distributor.  Sanomed’s principal Mr. Ali Bicken is executing a sound marketing and sales strategy, as evidenced by his highly successful launch.  He plans to participate in a number of trade show and medical meetings during the balance of 2007:  Mezoterapi Kongress – Istanbul; Aegean Dermatology Congress – Girne, Cypress; 11th Congress & Course on Aesthetic Surgery – Istanbul; 7th International Cosmetics Symposium, Istanbul; Prof. Lutfu Tat Dermatology Symposium – Ankara; and Kardiyoloji ve Kardiyovaskuler Cerrahide Yenilikler Kongress – Antalya.  We hope to work closely with Mr. Bicken as he expands his reach into other areas.



The Americas


United States:   Please see “CTG Marketing Program:  United States”.


Venezuela:   The Company’s distributor Centro Laser de la Belleza purchased two ETGs in 2006 and initiated an advertising campaign to support future growth.


Mexico:   Our exclusive distributor Current Image Technology S.A. de C.V. is negotiating with three parties for rights to certain geographic areas. No additional ETGs were shipped during 2006; a total of 8 ETGs are operating in Mexico.



Geographic Summary:  TrichoGenesis platform products are presently operating in the following countries:


The Americas

Canada

United States*

Mexico

Argentina

Chile

Venezuela

Asia Pacific

Korea

Indonesia

Thailand

Singapore

Australia

New Zealand






21






Europe

Ireland

Poland

Greece

Cyprus

Turkey

Middle East

Kuwait


*  Denotes CosmeticTrichoGenesis units; the balance are ElectroTrichoGenesis devices.


Principal Markets:

The breakdown of revenue by region is as follows (CDN dollars):

 

2006

2005

2004

Asia Pacific Region

$130,895

$302,240

 $23,735

Europe

 152,911

  27,702

  33,075

The Americas

  97,772

 167,371

 277,631

 

 

 

 

 

$381,578

$497,313

$334,441



Marketing Strategy and Financial Potential:   As discussed above, ETGs are operating in 17 countries.  CTGs are operating in the US where Hair Envy was appointed exclusive distributor in February 2007. ETG is represented by exclusive distributors in nine of the 17 countries.  In the balance of the countries (Australia, Ireland, Korea,  Kuwait, Canada, Poland Argentina and Chile) the Registrant is dealing directly with end users.


Although the Registrant’s efforts have been hampered by a lack of financial resources, the Registrant believes its TrichoGenesis technology has a place in most industrialized countries in the world and that its new marketing initiatives in the United States may portend future progress, subject to a satisfactory resolution of the FDA administrative hold matter.


NEW INITIATIVES:  Spy-N-TellTM


On April 26, 2007 the Company announced formation of its Security and Safety Products Division (the “Division”) and the launching by way of a 50-50 joint venture of the Division’s first product, a patented telephone-based intrusion notification system, offering all of the features of a conventional monitoring system, with the additional benefits of portability and free (no monitoring fees) 24/7 operation.


The Joint Venture:  The Company and The Real Security Company Ltd. (“TRSC”), a private company located in Kelowna, British Columbia, have formed a 50-50 joint venture (the “JV”).  In turn, the JV has obtained the exclusive right to manufacture, market and sell Spy-N-TellTM worldwide.  On behalf of the JV, the Company has placed an order for 5,000 units from the Hong Kong based manufacturer, and will arrange






22




for ongoing inventory financing. Going forward, all Spy-N-TellTM, from all sources worldwide, including sales forthcoming from pre-JV leads and relationships, will be made by the JV and the JV’s financial results will be reported on Current Technology’s financial statements using proportionate consolidation.  


As further consideration for its participation in the JV, the Company has issued TRSC warrants to purchase up to 5 million common shares of the Company at $0.12 per share, subject to the following vesting provisions:  500,000 warrants to vest for each 500,000 units sold.  The warrants expire April 30, 2012, have a cashless exercise provision, and can only be exercised when the JV achieves the foregoing sales targets.  Finally, TRSC has agreed, subject to satisfactory due diligence, to contribute to the JV the marketing and sales rights to a device that blocks unwanted telemarketing calls.


The Product:  Spy-N-TellTM is a patented combination of a telephone, a motion sensor and an amplified microphone.  Upon detecting an intruder, Spy-N-TellTM automatically calls the property owner who can listen in from a remote location and make a “friend or foe” determination.  If the latter, the property owner can initiate a verified alarm call to the police who will treat the matter as a burglary in progress and respond accordingly.  Neither the property owner nor the police have to deal with false alarms, and there are no monthly monitoring fees.


The Manufacturer:  Spy-N-TellTM is manufactured by Auraland Electronics Co. Ltd. (“Auraland”).  Headquartered in Hong Kong and with manufacturing facilities in Shenzhen, China, Auraland last year produced over 2.8 million telephone sets, digital cameras and digital voice recorders.  With annual sales of approximately $25 million, Auraland is ISO9001:2000 compliant and certified by a number of international organizations including the British Approvals Board for Telecommunications and WIT Assessment.


The Marketing: The JV has attracted a number of seasoned sales reps to launch Spy-N-TellTM, including Vance Haggarty of Florida who has over 40 years in marketing and long standing relationships with a full range of retailers from Home Shopping Network to Costco and Home Depot, to name just a few.  He works with a network of over 100 sales reps covering the United States with over 20 offices. The marketing initiative is just beginning and no purchase orders have been received.  



NEW INITIATIVES:  FINANCIAL REQUIREMENTS


These initiatives are very new and full business plans have not been completed.  Additional debt and/or equity financing of an indeterminate amount will be required to fund these additional activities and ongoing corporate activities.






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Forward Looking Statements


Certain statements contained in this report that are not historical facts constitute forward-looking statement within the meaning of the Private Securities Litigation Reform Act of 1995, and are intended to be covered by the safe harbors created by that Act.  Reliance should not be placed on forward-looking statements because they involve known and unknown risks, uncertainties, and other factors, which may cause actual results, performance, or achievements to differ materially from those expressed or implied.  All statements, other than statements of historical facts, included in this report that address activities, events, or developments that our management expects, believes, hopes or anticipates will or may occur in the future are forward looking statements.  Any forward-looking statements speak only as of the date made.  We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which they are made.


 The formal agreements entered into by the Registrant with respect to the sale of equipment may bind the distributors to purchase the number of units provided for in the agreements, however, the realistic remedy for a distributor’s failure to perform would probably be cancellation of the agreement and thus there are no assurances that the minimum number of units will be purchased under any agreement.  The markets for sale and/or distribution of equipment may be sensitive to a general downturn in the overall economy of the countries in which marketing is to take place.  Adverse economic and political conditions in these countries may have an impact on the Registrant’s profitability.  New or existing competition may have a negative impact on performance in a given country or countries. Further, to the extent that the Registrant has executed letters of intent with certain other parties, there are no assurances that these letters of intent will result in formal agreements. As revenues from TUFs are a function of the number of CTGs and / or ETGs sold by the Registrant, the inability to sell this equipment will also have a negative impact on the revenues from TUFs.


The Company has commenced marketing its cosmetic product CosmeticTrichoGenesis in the United States.  The marketing of CosmeticTrichoGenesis is subject to regulatory authorities in the United States, including but not limited to the FDA and FTC.  These agencies may seek to limit or deny the Company the ability to market CosmeticTrichoGenesis as a cosmetic product.  The Company must also receive regulatory approval to market its medical product ElectroTrichoGenesis in the United States.  The Company has not applied, and does not intend at this time to apply, for such regulatory approval in the United States. Consequently, there can be no guarantee as to either if, or when, such approval may be obtained. 








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Competition


The Company potentially competes with a number of products within the industry in the form of lasers, lotions, creams, pills, surgical intervention(hair transplants) and hair replacement systems (wigs and toupees).  These products are produced by a range of companies from major pharmaceutical companies such as Merck Co. Inc. (Propecia™) and Pharmacia & Upjohn International (Rogaine™) to local purveyors of folk remedies.


Organizational Structure


The Company presently has one wholly owned inactive subsidiary:  Current Technology (UK) Ltd, and in April 2007 formed a 50-50 joint venture. SpyTell Products Limited Partnership, to market and sell the Spy-N-TellTM intrusion detection system.  For further particulars see “New Initiatives: Spy-N-TellTM” and “Prior Intitiatives: United Kingdom”.


Property, Plants and Equipment


The Company leases 2,350 square feet of office space for its headquarters facilities located at 800 West Pender Street, Vancouver, British Columbia, Canada at a basic monthly cost of approximately CDN$2,742. The lease expires April 30, 2011.  The Company owns no material tangible fixed assets.


Item 5.

Operating and Financial Review and Prospects


Operating Results


All figures in this section are presented in Canadian dollars.


2006 vs 2005:


Revenue decreased 23% from $497,313 in 2005 to $381,578 in 2006. The decrease in revenue was a result of an decrease in the number of units sold and TUFs collected.  Management believes that revenue may increase as the number of units sold and downstream royalties may increase as market acceptance in the United States, Europe and the Asia Pacific Region grows. Expenses decreased from $1,845,195 to $1,581,843. The net loss increased 4% from $1,815,217 to 1,886,814. During 2006 approximately 26% of expenses were stock-based rather than cash-based, as evidenced by the following:


 

Stock-
based

Cash-based

Total

Amortization

-

23,418

23,418

Bank charges and interest

-

4,860

4,860

Consulting

217,136

2,175

219,301

Corporate communications

    55,810

101,550

157,360






25






Financing costs

7,480

53,287

60,767

Interest on convertible promissory note

-

106,345

106,345

Interest on promissory note

-

2,307

2,307

Legal, auditing and filing fees

-

196,594

196,594

Marketing

 -

13,301

13,301

Office and other

-

36,358

36,358

Regulatory

-

11,306

11,306

Rent

-

64,691

64,691

Salaries and benefits

130,432

378,489

508,921

Telephone

-

23,410

23,410

Test and studies

 -

80,183

80,183

Travel and automotive

-

72,721

72,721

 

 

 

 

 

$410,858

$1,170,995

$1,581,843



The change in net loss of $71,597 during 2006 was primarily a result of the following factors: an increase in consulting of $69,043 in 2006 ($219,301 of which $217,136 was stock-based versus $150,258 in 2005); an increase in financing cost of $35,280 in 2006 ($60,767 versus $35,487 in 2005); a decrease in interest expense of $15,502 in 2006 ($108,652 versus $124,154 in 2005); a decrease in manufacturing of $103,895 ($242,299 versus $346,194); a decrease in marketing of $381,022 ($13,301 in 2006 versus $394,323 <of which $281,639 was stock-based>; a decrease in regulatory of $23,652 ($11,306 versus $34,958); and an increase in salaries and benefits of $106,233($508,921 <of which $130,432 was stock-based > in 2006 versus $402,688 in 2005). The stock-based compensation included in salaries and benefits resulted from the issuances of stock option grants.



In addition, with respect to “other items”, a foreign exchange expense of $9,020 in 2006 versus a recovery of $164,757 in 2005 translated into a net decrease in such amounts of $173,777 in 2006.  Also during 2006, there was an $38,776 write-down of equipment and website development* and $396,454 of accretion interest expense.**



2005 vs 2004:


Revenue increased 49% from $334,441 in 2004 to $497,313 in 2005. The increase in revenue was a result of an increase in the number of units sold and TUFs collected, not an increase in prices. Expenses decreased from $1,979,127 to $1,845,195. The net loss increased 3% from $1,759,088 to 1,815,217. During 2005 approximately 25% of expenses were stock-based rather than cash-based, as evidenced by the following:


 

Stock-based

Cash-based

Total

Amortization

-

25,896

25,896






26






Bank charges and interest

-

13,444

13,444

Consulting

94,096

56,162

150,258

Corporate communications

46,472

113,630

160,102

Financing costs

-

35,487

35,487

Interest on convertible promissory note

-

91,106

91,106

Interest on promissory note

-

33,048

33,048

Legal, auditing and filing fees

-

176,807

176,807

Marketing

281,639

112,684

394,323

Office and other

-

50,245

50,245

Product development


25,722

25,722

Regulatory

-

34,958

34,958

Rent

-

53,789

53,789

Salaries and benefits

20,230

382,458

402,688

Telephone

-

25,500

25,500

Test and studies

15,120

89,071

104,191

Travel

-

67,631

67,631

 

 

 

 

 

$457,557

$1,387,638

$1,845,195



The change in net loss of $56,129 during 2005 was primarily a result of the following factors: an increase in consulting of $29,958 in 2005 ($150,258 <of which $94,096 as stock-based> versus $120,300 in 2004); an increase in financing cost of $35,487 in 2005 ($35,487 versus nil in 2004); an increase in interest expense of $23,785 in 2005 ($124,154 versus $100,369 in 2004); an increase in manufacturing of $149,862 ($346,194 versus $196,332); an increase in marketing of $53,674 ($394,323 <of which $281,639 was stock-based > in 2005 versus $340,649 in 2004); a decrease in regulatory of $86,662 ($34,958 versus $121,620); a decrease in research report of $130,802 (nil vs a stock-based expenditure of $130,802 for research report services in 2004); a decrease in corporate communications of $152,122 ($160,102 <of which $46,472 was stock-based > in 2005 versus $312,224 in 2004). The stock-based compensation included in salaries and benefits resulted from the issuances of stock option grants.



In addition, with respect to “other items”, an increased foreign exchange recovery of $164,757 in 2005 versus a recovery of $81,930 in 2004 translated into a net increase in such amounts of $82,827 in 2005.  Also during 2005, there was an $85,000 write-down of patents, licence and rights* and $200,898 of accretion interest expense.**


*

See “Critical Accounting Estimates- Patents, Licenses and Rights.”

**

See “Critical Accounting Estimates- Convertible Promissory Note”


The development and introduction of CTG Mark 5, a breakthrough method for improving the appearance of thinning hair, resulted in the commencement of commercial activity in the US marketplace in 2003.  The Registrant believes CTG could represent a significant portion of revenues in the future, as the market for cosmetic products and services in the United States is one of the largest in the world.






27




Market acceptance of CTG over the next year or two, as the Hair Envy agreement is excuted, will dictate the product’s contribution to future revenues.



Although the Company sells equipment in countries where inflation may be a factor, there is no direct impact as all sales are made in US dollars.


Although the Canadian dollar has gained strength against the US dollar during 2003 to today as compared to 2000-2002, the Company has not purchased and/or sold derivative financial instruments. It may, however, do so in the future.


It must be noted, these exchange rate fluctuations have both positive and negative effects on the Company.  While a stronger Canadian Dollar is positive in terms of debt repayment, it is negative in terms of sales as the Company receives US Dollars from the sales of its products.  As the value of the Canadian Dollar has increased versus the US Dollar, the amount of Canadian Dollars recorded per US Dollars of sales has decreased.  For example, US$10,000 of sales would have been recorded as CDN$12,965 on December 31, 2003; CDN$12,020 on December 31, 2004; CDN$11,630 on December 31, 2005; and only CDN$11,654 on December 31, 2006.



Liquidity and Capital Resources


The Company has financed its operations since inception principally through the sale of equity and debt securities.  Since 2000, the Registrant has issued both convertible and non-convertible promissory notes.


 As of December 31, 2006 the Company had a working capital deficiency of CDN$378,123 (at December 31, 2005 a working capital deficiency of CDN$166,003).  At December 31, 2006 the Company had CDN$51,973(at December 31, 2005 CDN$339,973) in cash.  The working capital deficiency of December 31, 2006 was substantially higher than that for 2005 as a result of the following factors: on the asset side, a reduction in cash of CDN$288,000 reflecting ongoing losses and the timing of closing of a partially completed private placement; a reduction in prepaid expenses of CDN$103,852 as units were manufactured and moved from being deposits to completed inventory; and the amortization of deferred financing costs of CDN$47,317.  On the liability side, the working capital deficiency was increased by an increase in accounts payable of CDN$283,829 reflecting both ongoing losses and a shortage of cash with which to pay such accounts.  On the asset side, the foregoing items which enhanced the working capital deficiency were partially offset by a CDN$52,431 increase in inventory reflecting an increase in the number of completed but unsold units.  On the liability side, a similar offset came from a reduction in the promissory note of CDN$141,135 which was repaid in full; a reduction






28




in subscription liability of CDN$237,367 reflecting the timing of completion of private placements; and a reduction in unearned revenue of $80,747 as deposits were turned into sales.


The Registrant continues to rely on debt and equity financings.  During the year ended December 31, 2006 a total of $55,000 was collected and recorded as a subscription liability. In addition, $550,000 was received subsequent to December 31, 2006.  In consideration for these advances, on April 3, 2007 the Company issued 12,100,000 shares and 12,100,000 warrants.  Each warrant entitles the holder to purchase one common share at $0.10 up to and including March 30, 2011.  The Company may accelerate the expiration date of the warrants if the average closing price equals or exceeds $0.50 for 20 consecutive days.  During 2006, the Company received $28,230 for the exercise of warrants in which the underlying shares have not been issued.


A total of 6,217,000 shares were issued during 2006:


 

 

Number of Shares

Canadian Dollar Amount

Common Shares Issued -

 

 

- For cash

4,252,000

 611,650

- For settlement of debt

1,190,000

155,298

- Exercise of warrants

700,000

 85,337

- Exercise of options

75,000

10,656

 

6,217,000

$862,941



A total of 14,414,766 shares were issued during 2005:


 

 

Number of Shares

Canadian Dollar Amount

Common Shares Issued -

 

 

- For cash

3,700,000

 514,884

- For settlement of debt

1,965,000

366,569

- Conversion of promissory note

6,949,766

420,218

- Exercise of warrants

1,700,000

 298,554

- Exercise of options

100,000

6,127

 

14,414,766

$1,606,352

 

The Company has operated at a loss since its inception and has an accumulated deficit of CDN$37,998,964 as of December 31, 2006 (CDN$36,112,150 as of December 31, 2005).  The Company sustained annual net losses of CDN$1,886,814 as of December 31, 2006 (CDN$1,815,217 as of December 31, 2005, and CDN$1,759,088 in the year ended December 31, 2004).







29




The Company has no material commitments for capital expenditures as at December 31, 2006 and has made no such commitments during the last six months.  Working capital is not sufficient for the Company’s present requirements for 2007, so additional financing will be required.


Promissory Note December 31, 2005:  On July 25, 2005 the Corporation issued a secured promissory note in the amount of $110,000.  The secured note bears interest of 24% and matured on January 27, 2006.  The note was secured by a registered charge on 20 TrichoGenesis units which were being manufactured.  Payments under the note may be accelerated on a pro-rata basis as the units are sold.  As additional consideration, the lender purchased 200,000 units for $10,000.  Each unit consists of one share and one five year warrant with an exercise price of $0.15.  The note was fully repaid on January 26, 2006.


Certain manufacturing issues were encountered during the production run of 30 units ordered in 2004 and 20 units ordered in 2005 which made the exact timing of delivery difficult to forecast.  It is anticipated future production runs will be more efficient, with reasonable estimates of timing of delivery more readily available.  The Registrant estimates the cost per unit will be approximately $12,000. A deposit of at least 50% is required upon order placement, with the balance paid up upon completion. The Registrant has some cash flow from operations but still relies on third party financing for inventory build up.  As sales increase the Registrant will require further build up of inventory which may restrict the number of new orders it can accept unless third party financing is obtained.


The Registrant does not believe it is possible to predict a sales cycle as product introduction is at an early stage in the United States, Europe and most of the Asia Pacific Region.  These markets are believed to hold promise, but market acceptance cannot be assumed at this early stage.  In addition, it is too early to determine whether or not the sales initiative in the United States will be successful.  Therefore, the Registrant is still dependant upon outside sources of financing, the timing and amounts of which cannot be accurately predicted. Acceptance of CTG in the United States as a cosmetic solution for thinning hair and ETG in Europe and the Asia Pacific Region and other parts of the world as a medical solution for hair loss, could reduce or possibly eliminate the need for the Company to seek further debt or equity financing.




Critical Accounting Estimates


The following comments relate to December 31, 2006 balance sheet items:







30




Accounts receivable-

All accounts comprised of amounts due from customers were collected in full during fiscal 2006.


Prepaid expenses

-

Prepaid expenses are comprised of deposits on future goods or services not yet received (CDN$86,250), security deposits(CDN$15,770), and travel advance (CDN$516).

Deferred

  financing costs

-

Financing costs are capitalized and are amortized on a straight-line basis over the term of the related agreement.  


Inventory

-

Inventory is valued at the lower of cost and net realizable value. Cost is determined on a first-in, first-out basis.  As at this writing, all items in December 31, 2006 inventory have either been sold or are in use as demonstration equipment.


Equipment and Website

Development -

The company performed an impairment analysis in accordance to Handbook section 3063 and determined that the net present value of the projected future cash flow was uncertain. Therefore, an impairment loss of CDN$38,776 was recorded in December 2006. The net book value of equipment and website development is $Nil.




Patents,licence 

& rights- 

Patents, licence and rights consist of all the costs of acquiring patents, licence and rights related to ETG and were initially amortized over 10 years. During the second quarter of 2005 the Company conducted an impairment analysis under SFAS 144 and determined that the net present value of projected future cash flow was sufficiently uncertain to warrant the write down of the asset to zero. The write-down of CDN$85,000 was reflected in the June 30, 2005 interim financial statement.












31




Accounts payable

-

Accounts payable include amounts for unpaid goods and services delivered up to and including the year end and accrued liabilities for estimated unbilled professional fees.



Convertible promissory

               note

-Convertible promissory note is comprised of advances of principal and accrued interest.  The liability component of the convertible promissory note is calculated as the present value of the scheduled cash payments of interest and principal due under the terms of the note discounted at the rate of interest applicable to a debt only instrument of comparable terms.  The equity component which represents the value ascribed to the holder’s option to convert the principal balance into equity, is calculated as the difference between the amount issued and the liability component.  Interest on the convertible promissory note, calculated as the amount required to accrete the liability component back to the amount payable on maturity, is charged to interest expense.  When the Company issues warrants in connection with a debt instrument, the estimated fair market value of the warrants is credited to shareholders’ equity.  The reduced liability component of the debt is accreted by a charge to interest expense.



Equity component of

  promissory notes

-

The equity component which represents the value ascribed to the holder’s option to convert the principal balance into equity, is calculated as the difference between the amount issued and the liability component.


Contributed surplus-

Contributed surplus is comprised of CDN$309,420 relating to the sale of a subsidiary; CDN $16,014 forgiveness of a promissory note; CDN $579,604 for stock based compensation; and CDN$479,371 for the warrant issued to Keith Denner as partial consideration for the New Debt.


Revenue 

recognition - 

The Company has established the following policies with respect to revenue recognition on the sale of ETG devices and CTG units.

 

1)

Purchase/sale negotiations conclude with an agreement to purchase and are also secured by a deposit;






32




2)

Goods are shipped when collection of the balance of the purchase price is reasonably assured.  This is indicated by:

i)

actual receipt of funds from distributors or customers; or

ii)

secured lease or term financing by distributors or customers which would result in immediate payment of the balance upon delivery; or

iii)

distributors or customers with exceptional credit and operating history, and an agreement in writing to specific terms of payment.


3)

Revenue is typically recognized after goods are shipped.  At this point collection is reasonably assured and risks and rewards of ownership have been transferred.

 

Revenue from royalty agreements is recognized when earned, which is generally the period in which the services to which the royalty relates are provided to third parties and collection of the balance owing is reasonably assured.



Future Operations -

As previously noted, the Company has reported recurring losses since inception.  The financial statements have been prepared on a going concern assumption.  The ability of the Company to continue as a going concern is dependent on the receipt of additional financing and/or its ability to generate sufficient cash from operations to meet its obligations as they come due.  If the Company was unable to continue as a going concern, material adjustments would be required to the carrying value of assets and liabilities and to the classifications used on the balance sheet.


Research and Development


During the last three fiscal years, tests and studies were CDN$ 80,183 (2006), CDN$ 104,191 (2005), and CDN$108,965 (2004).



The Company is attempting to expand the indications for the TrichoGenesis technology platform.  To that end, Dr. Tim Meakin has presented preliminary results in Auckland, New Zealand, from a single center pilot clinical trial to assess the efficacy of the ETG device in the prevention or reduction of hair loss in patients with breast






33




cancer undergoing chemotherapy. Dr. Meakin’s findings are discussed above (see “Clinical Development”).





Trend Information


The Company’s primary objective is revenue growth.  To that end, the Company has developed the revenue sharing model as described in the “Business Overview” section.  Success of that model in the United States is a function of release of the CTG units held in an administrative hold by the FDA and execution of the agreement with Hair Envy (see “CTG Marketing Program”).  The Company believes success with CTG in the United States may indirectly assist its efforts to develop further markets for ETG in other parts of the world.  While moving forward with these initiatives the Company continues to seek conventional distributorship opportunities and to work with existing distributors (particularly Gromark in the Asia Pacific Region and Sanomed in Turkey), with the objective of enhancing revenue growth. The Company will have to make a decision shortly regarding the number of units to order in its next manufacturing run.  Factors under consideration include issues surrounding the hoped for FDA release of the administrative hold in the United States and estimated order flow from Sanomed and Gromark.


Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.


Tabular Disclosure of Financial Obligations


As at December 31, 2006

 

 

 

 

 

 

 

 

Contractual Obligations in CDN $

 

Payments Due by Period

 

 

 

 

 

 

 

 

 

 

 

 

 More than

 

 

 

 

 

 

Total

Less Than

1-3 Years

3-5 Years

  5 years

 

 

 

 

 

 

 

One Year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Convertible promissory note *

$1,194,021

             -   

$1,194,021

             -   

             -   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Leases

 

 

     191,133

    49,082

        93,485

    48,566

     -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Contractual Obligations

   $1,385,154

  $49,082

        $ 1,287,506

       $48,566

    -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The convertible promissory note consists of a liability portion of CDN$832,009 plus an unamortized

accretion of CDN$362,012. The equity component is CDN $236,265.






34







Item 6.

Directors, Senior Management and Employees


Directors and Senior Management


The directors and executive officers of the Company are as follows:


Anne Kramer founded the Company along with her husband, Robert K. Kramer, in 1987.  She served as Chief Executive Officer and President from 1987 until July 5, 2004. She has served as Chairman of the Board of the Company since 1987 and as Secretary since July 5, 2004.  Ms. Kramer is also a member of the Executive Committee of the Board.


Robert K. Kramer, C.A., C.P.A. founded the Company along with his wife, Anne Kramer, in 1987.  He served as the Chief Financial Officer, Secretary and Vice President-Finance from 1987 to July 5, 2004. He has served as Chief Executive Officer and President since July 5, 2004 and a Director since 1987.  Mr. Kramer is also a member of the Executive and Audit Committees of the Board.


Peter W. Bell, B.Sc. (Pharm.), M.B.A., served as Vice President, Medical Affairs, of the Company from 1988 to June 30, 1992 before retiring.  Mr. Bell continues to serve as a Director of the Company, a position he has held since 1988, and Chairman of the Audit Committee.


Anthony J. Harrison joined the Company effective January 1, 1994 as Chief Operating Officer and became a Director later that year.  Mr. Harrison is also a member of the Executive Committee.


Douglas Beder, PhD became a director on December 12, 2005.  Dr. Beder is Professor Emeritus, Department of Physics & Astronomy, University of British Columbia.  A consultant to Current Technology since 1991, Dr. Beder has been intimately involved in the development of its patented TrichoGenesis platform and production of both ElectroTrichoGenesis and CosmeticTrichoGenesis units.  He continues to be actively involved in the technology of the TrichoGenesis platform and plays an important role in the Quality Assurance program.  Dr. Beder is a member of the Audit Committee.


George A. Chen, C.A. became a director on May 17, 2004. On July 5, 2004, he became Chief Financial Officer.  Prior to his retirement in 1997, Mr. Chen was a Senior Audit Partner with Deloitte & Touche, Chartered Accountants.


Anne Kramer and Robert Kramer are husband and wife and Mr. Harrison is the brother of Anne Kramer.  There are no other family relationships among any of the directors or executive officers of the Company.








35




Compensation


During the year ended December 31, 2006 the Company paid or accrued salaries and benefits of CDN$322,312 to officers and directors of the Company. As of December 31, 2006 other accounts payable included salaries and consulting fees payable to officers, directors or companies controlled by directors of the Company, in the amount of CDN $57,065.

  

The Board of Directors has the discretion to grant incen­tive stock options to officers and directors of the Company.  During the year ended December 31, 2006 options to purchase 975,000 shares at $0.19 each were granted to officers and directors.


Board Practices


All Directors serve one year terms and are elected by the Company’s shareholders at the annual general meeting of shareholders. This year’s Annual and Special Meeting will be held on June 29, 2007.


There are no Directors’ service contracts.


The Audit Committee operates under a Charter adopted on June 27, 2002.  Its primary function as set forth in the Charter is to assist the board in fulfilling its oversight responsibilities by reviewing the financial information to be provided to the stockholders and others, the systems of internal controls that management and the board of directors have established, and the Company’s audit process.


The Audit Committee is comprised of Robert Kramer, Douglas Beder and Peter Bell(chairman); it approves the annual audited financial statements and reports to the other Directors.


The Executive Committee is comprised of Anne Kramer, Robert Kramer and Anthony Harrison; it has an oversight of day to day operations of the Company.

There is no Remuneration Committee.


Employees


There were two full time employees other than Directors during the three years ending December 31, 2006.


Officers and Directors



Name, Country of Ordinary Residence and Position Held with the Company


Principal Occupation or Employment and, if not an Elected Director, Occupation During the Past Five Years


Date on which the Nominee became a Director of the Company






36







ANNE KRAMER(2)

Canada

CHAIRMAN, SECRETARY and DIRECTOR


Founding Director and Chairman of the Company; President and Chief Executive Officer to July 5, 2004; Secretary from July 5, 2004 to present.


April 16, 1987


ROBERT KRAMER(1)(2)

Canada

PRESIDENT,CHIEF EXECUTIVE OFFICER and DIRECTOR


Founding Director; Chief Financial Officer and Vice-President of the Company to July 5, 2004; President and Chief Executive Officer from July 5, 2004.  Chartered Accountant from 1973 to present and Certified Public Accountant from 2000 to present.


April 16, 1987


PETER W. BELL(1)

Canada

DIRECTOR


Vice-President of Medical Affairs (retired June 30, 1992), Director of the Company and Chair of the Audit Committee.


November 8, 1988


ANTHONY J. HARRISON(2)

Canada

CHIEF OPERATING OFFICER and DIRECTOR


Chief Operating Officer and Director of the Company


June 30, 1994


DOUGLAS BEDER(1)

Canada

DIRECTOR


Professor Emeritus, Department of Physics & Astronomy, University of British Columbia.  Technical Consultant to industry.  Director of the Company and member of the Audit Committee


December 12,2005


GEORGE A. CHEN

Canada

CHIEF FINANCIAL OFFICER

and DIRECTOR


Chartered Accountant from 1962 to present; Chief Financial Officer since July 5, 2004.


May 17, 2004


(1)

Member of the Audit Committee.

(2)

Member of the Executive Committee.


Share Ownership







37







Name


Approx. No. of Voting Shares Beneficially Owned, Directly or Indirectly, or Controlled or Directed (As at May 8, 2007)


Percentage of Common Shares


ANNE KRAMER and ROBERT KRAMER


104,337 direct(1) 2,392,666 indirect(2)


3.08%


PETER W. BELL


47,952 direct


*


ANTHONY J. HARRISON


Nil


Nil


DOUGLAS BEDER


40,000 direct


*


GEORGE A. CHEN


50,000 direct


*


(1)

Of the 104,337 shares 87,152 are held by Anne Kramer and 17,185 by Robert Kramer.

(2)

Of the 2,422,369 shares indirectly held by Robert Kramer and Anne Kramer, 1,985,000 shares are owned by 314613 B.C. Ltd., 365,053 shares are owned by 335372 B.C. Ltd. and 42,613 shares are owned by Harrison Kramer Corporation.  Each of these three companies are owned as to 50% each by Anne Kramer and Robert Kramer.

(*)

Less than one percent


Options Owned by Directors and Officers

 as of December 31, 2006



Name


No. of Common

Shares


Exercise

Price



   Expiry Date


Peter Bell


250,000


$0.05


February 7, 2007*


Peter Bell


50,000


$0.05


December 20,2007*


Peter Bell


200,000


$0.19


August 22, 2011


Anthony Harrison


500,000


$0.05


February 7,2007*


Anthony Harrison


50,000


$0.05


December 20,2007*


Anthony Harrison


250,000


$0.19


August 22, 2011






38







Anne Kramer


1,000,000


$0.05


February 7, 2007*


Robert Kramer


750,000


$0.05


February 7, 2007*


Robert Kramer


200,000


$0.20


October 10, 2007*


Robert Kramer


50,000


$0.19


August 22, 2011


Douglas Beder


75,000


$0.26


December 19,2007


Douglas Beder


200,000


$0.32


December 12,2010


Douglas Beder


225,000


$0.19


August 22, 2011


George Chen


100,000


$0.23


May 17, 2010


George Chen


150,000


$0.26


July 15, 2010


George Chen


250,000


$0.19


August 22, 2011

 

  4,300,000***

 

 








Employee and Consultant Options To Purchase Common Stock

Outstanding as of December 31, 2006


 

No. of Common

Shares


Exercise

Price



   Expiry Date


570,000


$0.05


February 7, 2007*


100,000


$0.05


December 20,2007*


200,000


$0.13


September 6, 2007*


150,000


$0.26


December 19, 2007


250,000


$0.26


April 8, 2008


200,000


$0.30


September 30, 2009**






39







850,000


$0.25


October 17, 2009


75,000


$0.23


May 17, 2010


200,000


$0.28


November 10, 2010


175,000


$0.25


December 22, 2009


100,000


$0.32


December 23,2009**


195,000


$0.31


January 2, 2011


200,000


$0.19


August 22, 2011**


500,000


$0.19


August 22, 2011

  3,765,000***

 

 




*On January 18, 2007 the Directors of the Company extended the expiry dates of these options by one year.

** 2004 Stock Option and Stock Bonus Plan

*** On May 8, 2006 the Directors added a cashless exercise provision to these optons, with the exception of those granted pursuant to the 2004 Stock Option and Stock Bonus Plan.



2004 Stock Option and Stock Bonus Plan


From time to time the Company grants incentive stock options to directors, officers, employees and promoters of the Company.  In addition, the Board of Directors of the Company adopted the 2004 Stock Option and Stock Bonus Plan (the “Plan”), under which a maximum of 3,000,000 shares of Common Stock have been reserved to be issued upon the exercise of options (“Options”) or the grant of stock bonuses (“Bonuses”).  The Plan includes two types of Options. Options intended to qualify as incentive stock options under Section 422 of the United States Internal Revenue Code of 1986, as amended (the “Code”) are referred to as “Incentive Options.”  Options which are not intended to qualify as Incentive Options are referred to as “Non-Qualified Options.” Bonuses, which may also be granted under the Plan, are the outright issuance of shares of Common Stock.


The Plan is intended to provide incentives to officers, employees and other persons, including consultants, advisers and Board members, who contribute to the success of the Company by offering them the opportunity to acquire an ownership interest in it.  The Board of Directors believes that this also will help to align the interests of management and employees with the interests of shareholders.  The






40




terms of the Plan concerning the Incentive Options and Non-Qualified Options are substantially the same except that only employees of the Company or its subsidiaries are eligible to receive Incentive Options. Non-Qualified Options may be granted to employees, officers and consultants of the Company.

The number of shares reserved for issuance under the Plan is a maximum aggregate so that the number of Incentive Options and/or Non-Qualified Options that may be granted reduces the number of Bonuses which may be granted, and vice versa.

The Plan was ratified by shareholders at the Annual and Special Meeting held on June 17, 2005.  During the period under review, no Officers or Directors received Options or Bonuses under the Plan.


Item 7.

Major Shareholders and Related Party Transactions


Major Shareholders


The following sets forth the ownership of Common Stock of the Company by all directors and officers as a group and by 5% or more stockholders of the Company on May 8, 2007:


Title of Class

of Securities


Identity of

Person or Group


Amount Owned as

of May 8, 2007

Percent of

Class

 

 

 

 

Common Stock

Keith Denner

46,134,189(1)

41.18%


(1)

Includes the following:

Common Shares

14,979,266

Warrants

20,908,933

Conversion of

 

c

onvertible promissory note

10,245,990

46,134,189


In the last three years there has been a significant change in the percentage ownership of common shares of the Company by Keith Denner due to the conversion of the convertible promissory note described on pages 10 to 11.



Related Party Transactions


None of the directors, executive officers or senior officers were indebted to the Company for the period from January 1, 2005 to the date of this annual report.


See pages 10 to 11 for a description of the Forbearance Agreement with Keith Denner and the extension of the warrants issued to Anne Kramer and Robert Kramer. See pages 38 and 39 for a description of the extension of certain options held by Directors and Officers and the addition of a cashless exercise provision.






41





On July 6, 2006, the Company’s largest shareholder, Keith Denner, for nominal consideration personally granted to each of our Chairman, Anne Kramer and to our Chief Executive Officer, Robert Kramer, options to purchase 1,500,000 shares of our common stock at $0.38 per share through July 5, 2008.  The options shall become 50% vested upon the Company’s common stock reaching a price of $0.78 per share and the remaining 50% shall vest upon the Company’s common stock reaching a price of $1.14 or higher.  Either Mrs. Kramer or Mr. Kramer must be an officer of the Company at the time they exercise the options.  Subject to the terms of the option agreements between Mr. Denner and Mrs. Kramer and between Mr. Denner and Mr. Kramer, Mr. Denner has the right to donate all, or a portion, of the 3,000,000 shares underlying the options to charity.


The Company received the opportunity to particpate in the Spy-N-TellTM initiative from Harrison Kramer Corporation (“HKC”) ( a company owned as to 50% each by Anne Kramer and Robert Kramer).  As consideration for transferring all rights, title and interest in the opportunity to the Company, HKC will receive a payment of $1 for each Spy-N-TellTM sold, such payment to be calculated monthly on a cash basis and payable 30 days in arrears.


Item 8.

Financial Information


Consolidated Statements and Other Financial Information


Consolidated Balance Sheets as of December 31, 2006 and 2005;  Consolidated Statements of Loss and Deficit for the years ended December 31, 2006, 2005 and 2004; and Consolidated Statement of Cash Flows for the years ended December 31, 2006, 2005, and 2004.


There are no material legal or arbitration hearings against the Company.


The Company has not paid nor contemplates paying dividends.


Significant Changes


During the year ended December 31, 2006 a total of $55,000 was collected and recorded as a subscription liability. In addition, $550,000 was received subsequent to December 31, 2006.  In consideration for these advances, on April 3, 2007 the Company issued 12,100,000 shares and 12,100,000 warrants.  Each warrant entitles the holder to purchase one common share at $0.10 up to and including March 30, 2011.  The Company may accelerate the expiration date of the warrants if the average closing price equals or exceeds $0.50 for 20 consecutive days.







42




Subsequent to December 31, 2006, the Company entered into a 50-50 joint venture to manufacture, market and sell Spy-N-TellT ( See “New Initiatives”).



Item 9.

The Offer and Listing


Common Stock


The Registrant is authorized to issue an unlimited number of shares of Common Stock.  As of December 31, 2006 80,872,023 shares of Common Stock were issued and outstanding.


Holders of Common Stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of funds legally available for dividend distribu­tion.  The Company has not paid cash dividends on its Common Stock and does not anticipate paying any dividends in the fore­seeable future.  The holders of Common Stock are entitled to one vote for each share held of record on each matter submitted to a vote of share­holders.  In the event of the liquidation, dissolu­tion or winding up of the Company, holders of Common Stock are entitled to share equally and ratably in all assets, if any, remaining after payment of all liabilities.  Holders of Common Stock have no preemptive rights or rights to subscribe to addi­tional securities of the Company.  The outstanding shares of Common Stock are fully paid and non-assessable.  The Company's transfer agent for its Common Stock is Computershare Investor Services Inc., 510 Burrard Street, Vancouver, British Columbia, Canada V6C 3B9.


The Company’s common stock trades on the National Association of Securities Dealers, Over The Counter, Bulletin Board ("NASD, OTC, BB") under the symbol "CRTCF".  Trading on NASD OTC BB commenced March 2, 1995.


During the last five years the annual high and low market prices for the Company’s Common Stock on the NASD OTC BB were as follows:




High


Low


Year ended December 31, 2006


$0.38


$0.08


Year ended December 31, 2005


$0.355


$0.15


Year ended December 31, 2004


Year ended December 31, 2003


$0.41


$0.47


$0.19


$0.19


Year ended December 31, 2002


$0.41


$0.125







43






During the last two years the quarterly high and low sales prices for the Company’s Common Stock on the NASD OTC BB were as follows:


Year Ended December 31, 2006

High     Low  


Quarter ended March 31, 2006

$0.38

$0.28

Quarter ended June 30, 2006

$0.37

$0.16

Quarter ended September 30, 2006

$0.25

$0.16

Quarter ended December 31, 2006

$0.25

$0.08



Year Ended December 31, 2005

High     Low


Quarter ended March 31, 2005

$0.275

$0.20

Quarter ended June 30, 2005

$0.28

$0.15

Quarter ended September 30, 2005

$0.25

$0.16

Quarter ended December 31, 2005

$0.355

$0.19


During the most recent six months the high and low sales prices for the Company’s Common Stock on the NASD OTC BB were as follows:

 



High


Low


November 2006


$0.22


$0.08


December 2006


$0.135


$0.09


January 2007


$0.28


$0.12


February 2007


$0.16


$0.12


March 2007


$0.16


$0.11


April 2007


$0.15


$0.11


According to information provided by the Company's transfer agent, at December 31, 2006, the Company had 380 U.S. stockholders of record who held in the aggregate 54,332,217 shares or approximately 67.18% of the Common Stock outstanding at that date.


Class A Preference Shares.  The Company is authorized to issue an unlimited number of Class A Preference shares without par value.  As of December 31, 2006 no Class A Preference shares have been issued.


Item 10. Additional Information


Memorandum and Articles of Association






44





Incorporated by reference to the Company’s Form 20-F dated August 31, 1991 effective April 1992 (File No.000-19846).


At the June 27, 2003 Annual General Meeting, shareholders approved a special resolution to transfer the Company’s jurisdiction of incorporation from British Columbia to the Federal jurisdiction under the Canada Business Corporations Act (CBCA).  The continuance of the Registrant to the CBCA was completed May 13, 2004.




By-law No. 1


At the June 30, 2004 Annual and Special Meeting, shareholders approved By-law No. 1 governing the affairs of the Registrant attached hereto as Exhibit 1.2.


Material Contracts


On  September 11, 2000 the Company issued a convertible promissory note (the “2000 Note”)to Keith Denner (see Item 7. “Major Shareholders and Related Party Transactions”)a lender who owns over 18% of the issued and outstanding common shares of the Company.  As at December 31, 2005, total principal amount due under the 2000 Note amounted to $279,300, of which $125,500 was non-interest bearing and $153,800 with interest at a fixed rate of 10% per annum.  No advances were made under the 2000 Note in 2006.  The last principal advance was made in September, 2001. The 2000 Note was to mature on August 31, 2005.


The holder of the 2000 Note could convert all or a portion of the principal and interest outstanding into units issued by the Company, each unit consisting of one common share and one common share purchase warrant.  Each warrant entitled the holder to purchase one additional common share of the Company at $0.05 up to and including March 31, 2006.  Each $0.05 of principal or interest outstanding at the time of conversion could be converted into one unit.  The Company was not permitted to repay the principal and interest due under the note prior to August 31, 2005.  The 2000 Note is secured by a general security agreement, under which the Company has granted a security interest over all of the Company’s assets, including all intellectual property.


On March 22, 2005, the Company restructured the 2000 Note pursuant to a Forbearance Agreement(the “2005  Restructuring”). Under terms of the 2005 Restructuring, the Company agreed to include accrual interest up to August 31, 2005 in the amount of $10,239 as part of the principal of the 2000 Note. As such the total principal of $347,488 was converted at $0.05 into one unit consisting of one common share and one warrant.  As a result of the conversion, Keith Denner received 6,949,766 of common shares and 6,949,766 of warrants.  The 6,949,766 warrants are exercisable for shares at $0.05 and will expire on the






45




later of January 9, 2007 or on the date which is one year and five business days after the Company repays the New Debt referred to below.


On December 31, 2003 the Company reached an agreement with Mr. Denner to restructure $644,000 indebtedness of the Company otherwise coming due to Mr. Denner on January 2, 2004.  Under the agreement the outstanding non-convertible debt totalling $644,000 (the “2003 Debt”), with an interest rate of 10% per annum, was due and payable as of January 2, 2005. A total of $24,000 was advanced under the 2003 Debt in 2004.  The 2003 Debt balance outstanding on December 31, 2004 was $733,471, including accrued interest.  Subsequent to December 31, 2004 and prior to the 2005 Restructuring, Mr. Denner advanced $76,456 for legal fees regarding the restructuring.  Including interest accrual to March 22, 2005 of $16,408, the total principal restructured on March 22, 2005 was $826,335.  This $826,335 promissory note (the “2005 Debt”) was restructured to include a conversion feature where the lender can convert each $0.25 of principal and accrued interest owing to one common share of the company at any time until maturity.  The 2005 Debt bears interest of 10% per annum and was to mature on January 2, 2007. The 2005 Debt is secured by a security agreement under which the Company agreed to grant the lender security interest over all the Company's property and assets, including all intellectual property.


As additional consideration for the above 2005 Restructuring, the Company agreed to issue 3,200,000 additional share purchase warrants exercisable for common shares at $0.25.  The expiry date of these warrants is the later of January 2, 2010 and the date which is one year and five business days after the date on which principal and accrued interest owing under the New Debt referred to below are fully repaid.


On January 18, 2007 the Company reached an agreement with the holder of the 2005 Debt to extend maturity date of the convertible promissory note from January 2, 2007 to Janary 9, 2008 (the “2006 Restructuring”).  The agreement was effective December 31, 2006. At December 31, 2006, total principal and interest restructured amount to Cdn$1,194,021 (the “New Debt”). The New Debt bears interest at 10% per annum and the holder of the convertible promissory note has the right to convert all or part of the note to common shares of the Company at a conversion price of US$0.10 per share.


As additional consideration for restructuring, the Company issued the holder of the New Debt 4,000,000 share purchase warrants exercisable for common shares at US$0.10 per share.  The expiry date of these warrants is the later of December 31, 2011 or the date which is one year and five business days after the New Debt is fully repaid. The note is secured by a security agreement under which the Company agreed to grant the lender security interest over all the Company’s property and assets, including all intellectual property.







46




The Company also agreed, as part of the 2006 Restructuring, to extend the expiry dates of all previously existing warrants held by the lender as follows:

 

Number of Warrants

Expiry Date

Exercise Price

New Expiry Date*

2,000,000

January 3, 2005

$0.25

January 9, 2007

2,980,000

February 7, 2005

$0.10

January 9, 2007

179,167

September 27, 2005

$0.15

January 9, 2007

1,600,000

October 11, 2005

$0.50

January 9, 2007

 

*The new expiry date for each set of warrants shall be the later of:

(a)

January 9, 2007; and

(b)

the date that is one year and five business days after the date on which the New Debt and any interest payable thereon has been repaid in full.


Mr. Denner owns 14,979,266 common shares (representing approximately 18% of the issued and outstanding shares of the Company) and warrants to purchase an additional 20,908,933 common shares.  All such warrants have been amended so as to provide for a cashless exercise provision.


There are no other material contracts to which the Company is a party in the preceding two years except for those contracts entered into in the ordinary course of business, the New Debt, the  2004 Stock Option and Stock Bonus Plan and the lease agreement for the Company’s office space, which are all described above.


Exchange Controls


There are currently no limitations imposed by Canadian federal or provincial laws on the rights of non-resident or foreign owners of Canadian securities to hold or vote the securities held.  There are also no such limitations imposed by the Company’s articles and bylaws with respect to the common shares of the Company.


Taxation


The following summarizes the principal Canadian federal income tax considerations applicable to the holding and disposition of a common share by a holder (the "Holder") of one or more common shares who is resident in the United States of America and holds the common share as capital property.  This summary is based on the current provisions of the Income Tax Act (Canada) (the "Tax Act"), the regulations thereunder and all amendments to the Tax Act publicly proposed by the government of Canada to the date hereof.  It is assumed that each such amendment will be enacted as proposed and there is no other relevant change in any governing law, although no assurance can be given in these respects.







47




Every Holder is liable to pay a withholding tax on every dividend that is or is deemed to be paid or credited to him on his common shares.  Under the Canada-United States Income Tax Convention (1980) (the "Treaty"), the rate of withholding tax is 10% of the gross amount of the dividend where the Holder is a company that owns at least 10% of the voting stock of the Company and beneficially owns the dividend, and 15% in any other case.  A Protocol amending the Treaty was ratified by the representatives of the Canadian and United States governments.  Effective in December 1995 one of the amendments in the Protocol reduces the 10% withholding rate on dividends to 6% in 1996 and 5% in 1997.


Under the Tax Act, a Holder will not be subject to Canadian tax on any capital gain realized on an actual or deemed disposition of a common share, including a deemed disposition at death, provided that he did not hold the common share as capital property used in carrying on a business in Canada, and that neither he nor persons with whom he did not deal at arm’s length alone or together owned 25% or more of the issued shares of any class of the Company at any time in the five years immediately preceding the disposition.


A Holder who otherwise would be liable for Canadian tax in respect of a capital gain realized on an actual or deemed disposition of a common share will be relieved under the Treaty from such liability unless:


(a)

the common share formed part of the business property of a permanent establishment in Canada that the Holder had within the twelve-month period preceding the disposition; or


(b)

the Holder


(i)

was resident in Canada for 120 months during any 20-year period preceding the disposition, and


(ii)

was resident in Canada at any time during the 10 years immediately preceding the disposition, and


(iii)

owned the common share when he ceased to be a resident of Canada.


Documents Available For Review


Any documents referred to in the Annual Report may be found on the company’s website: www.current-technology.com, by clicking on Corporate Governance and then either SEDAR for Canadian or EDGAR for Americans.



Item 11.

Quantitative and Qualitative Disclosures About Market Risk






48





The Company anticipates its primary market risk, if any, will be related to fluctuations in exchange rates.  Exchange rate risk may arise if the Company is required to use different currencies for various aspects of its operations.  Although the principal currency used in the export market is the U.S. dollar, the local expenses of the Company (e.g., rent, telephone, payroll, etc.) are likely to be paid in Canadian Dollars.  The Company intends to monitor its exchange rate risk and take necessary actions to reduce its exposure.  The Company is exploring the possibility of taking action to protect itself against such risk, including the purchase and/or sale of  derivative financial instruments.


Item 12.

Description of Securities Other than Equity Securities


Not Applicable


PART II


Item 13.

Defaults, Dividend Arrearages and Delinquencies


Not Applicable


Item 14.

Material Modifications to the Rights of Security Holders and Use of Proceeds


None.


Item 15.

Internal Controls and Procedures


Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the last day of the period covered by this annual report, and, based on their evaluation, our principal executive officer and principal financial officer have concluded that these controls and procedures are effective.  There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.  Disclosure controls and procedures are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.






49





Item 16.

[Reserved]




Item 16A.

Audit Committee Financial Expert.


The Audit Committee financial experts are Peter Bell, MBA (Chair), and Robert Kramer, CA, CPA.  Bell is independent; Kramer is not.  The NASDAQ definition of independence was used when making the determination. The Audit Committee Charter is available on the Company’s website.



Item 16B.

Code of Ethics


On June 29, 2004 the Board of Directors approved the Code of Ethics which was incorporated by reference to the Company’s Form 20F, dated December 31, 2003 and filed July 8, 2004. The Code of Ethics is available on the Company’s website.


Item 16C.

Principal Accountant Fees and Services


Audit Fees

 

Our principal accountant HLB Cinnamon Jang Willoughby billed us aggregate fees of CDN$56,269 for the year ended December 31, 2006; Cdn$35,382 for the year ended December 31, 2005; and Cdn$16,100 for the year ended December 31, 2004 for the audit of the Registrant’s annual financial statements.

 

Audit Related Fees

 

There were no audit related fees for the years ended December 31, 2004, 2005 and 2006.



Tax Fees


Our principal accountant HLB Cinnamon Jang Willoughby billed us aggregate fees of Cdn$1,137 for the year ended December 31, 2006, Cdn$900 for the year ended December 31, 2005 and Cdn$850 for the year ended December 31, 2004 for tax compliance.


All Other Fees - Financial Information Systems Design and Implementation Fees


We do not have a local area network.  We did not engage our principal accountant to design, develop or implement  any such system.







50




The audit committee has considered the information described in Financial Information Systems Design and Implementation Fees” above and believes that it is compatible with maintaining the principal accountant’s independence.


Our principal accountant (through its full time employees) performed all work regarding the audit of our financial statements for the most recent fiscal year.


Pre-Approval Policy


One hundred percent of the services provided in each of the foregoing paragraphs were approved by the Audit Committee under its Pre-Approval Policy wherein the Audit Committee approves the compensation of the outside auditor.


Item 16D.

Exemption from the Listing Standards of Audit Committees

Not applicable


Item 16E.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers.

Not applicable


PART III


Item 17.

Financial Statements


Consolidated Balance Sheets as of December 31, 2006 and 2005, Consolidated Statements of Loss and Deficit for the years ended December 31, 2006, 2005 and 2004; and Consolidated Statement of Cash Flows for the years ended December 31, 2006, 2005, and 2004.


Item 18.

Financial Statements


Not applicable.


Item 19.

Exhibits


Exhibit Number

Description of Exhibit

 

 

1.1

Articles of Continuance (1)

 

 

1.2

By-Law No. 1 (1)

 

 

2(b).1

Forbearance Agreement dated March 22, 2005 including Convertible Grid Promissory Note, Restated Common Share Purchase Warrant, and Security Agreement (2)

 

 

2(b).2

2006 Forbearance Agreement dated December 31, 2006

 

 






51






4(a)

Agreement between Harison Kramer Corporation and Current Technology Corporation dated April 22, 2007.


4(b)(iv)



Lease dated March 4, 2005 between Current Technology Corporation and 800 West Pender Ltd (2)

4(c)(iv)

2004 Stock Option and Stock Bonus Plan (2)

 

 

11.1

Code of Ethics (1)


12(a).1


Certifications pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

13(a).1

Certifications pursuant to 18 USC Section 1350 as adopted pursuant to Section 906 of the Sarbanes-  Oxley Act of 2002.


 

(1)

Incorporated by reference to the Company’s Form 20-F, dated December 31, 2003 and filed July 8, 2004.

(2)

Incorporated by reference to the Company’s Form 20-F, dated December 31, 2004 and filed July 7, 2005.






SIGNATURES


The registrant hereby certifies that it meets all the requirements for filing on Form 20-F and that it has duly caused and authorized the undersign to sign this annual report on its behalf.



CURRENT TECHNOLOGY CORPORATION



 

     By:

 /s/  Robert Kramer

 

   (Signature)

         Robert Kramer

    

 

    Chief Executive Officer and Director



Date:  May 22, 2007










52






CURRENT TECHNOLOGY CORPORATION


Vancouver, BC



CONSOLIDATED  FINANCIAL STATEMENTS


For the Year Ended December 31, 2006








53









CURRENT TECHNOLOGY CORPORATION

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



Auditors' Report

Consolidated Balance Sheet

Exhibit   "A"

Consolidated Statement of Loss and Deficit

Exhibit   "B"

Consolidated Statement of Cash Flows

Exhibit   "C"

Notes to Consolidated Financial Statements

Exhibit   "D"





_________________________________




54







                 



[current20f052507002.gif]Cinnamon Jang Willoughby & Company

Chartered Accountants

A Partnership of Incorporated Professionals



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Shareholders of Current Technology Corporation:


We have audited the consolidated balance sheets of Current Technology Corporation as at December 31, 2006 and 2005, and the consolidated statements of loss and deficit, and cash flows for the years ended December 31, 2006, 2005 and 2004.  These consolidated financial statements are the responsibility of the company's management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audit.


We have conducted our audit in accordance with Canadian generally accepted auditing standards and standards of the Public Company Accounting Oversight Board (United States of America).  These standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement.  The company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company=s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.


In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the company as at December 31, 2006 and 2005, and the results of its operations and its cash flows for the years ended December 31, 2006, 2005 and 2004 in accordance to Canadian generally accepted accounting principles and United States generally accepted accounting principles.


"Cinnamon Jang Willoughby & Company"


Chartered Accountants

Burnaby, Canada

March 12, 2007


Comments by Independent Registered Chartered Accountants

for U.S. Readers on Canada - United States Reporting Differences


The standards of the Public Company Accounting Oversight Board (United States of America) require the addition of an explanatory paragraph when the financial statements are affected by conditions and events that cast substantial doubt on the company's ability to continue as a going concern, such as those described  in Note 1 to the consolidated financial statements.  Although we conducted our audit in accordance with both Canadian generally accepted auditing standards and standards of the Public Company Accounting Oversight Board (United States of America)  generally accepted auditing standards, our report to the Board of Directors dated February 5, 2007 is expressed in accordance with Canadian reporting standards which do not permit reference to such conditions and events in the auditors' report when these are adequately disclosed in the financial statements.


“Cinnamon Jang Willoughby & Company”


Chartered Accountants

Burnaby, Canada

March 12, 2007



MetroTower II - Suite 900 - 4720 Kingsway, Burnaby, BC Canada V5H 4N2.  Telephone: +1 604 435 4317.  Fax: +1 604 435 4319.

HLB Cinnamon Jang Willoughby & Company is a member of [current20f052507002.gif]International. A  world-wide organization of accounting firms and business advisors.











Exhibit "A"

CURRENT TECHNOLOGY CORPORATION

(Incorporated under the Canada Business Corporations Act)

Consolidated Balance Sheet

December 31, 2006

(Canadian Dollars)


Assets

2006

2005

Current:

 

 

Cash

$  51,973

$339,973

Accounts receivable

-

802

Inventory

116,892

64,461

Prepaid expenses

102,538

206,390

Deferred financing costs

-

47,317

 

271,403

658,943

Equipment and website development (Note 3)

-

60,311

 

 

 

 

$271,403

$719,254


 

 

Liabilities

 

 

Current

 

 

Accounts payable and accrued liabilities

$529,220

$245,391

Promissory note (Note 5)

-

141,135

Subscription liability (Note 7)

96,996

334,363

Unearned revenue

23,310

104,057

 

649,526

824,946

Convertible promissory note (Note 6)

832,009

688,174

 

 

 

 

1,481,535

1,513,120

Shareholders’ Deficiency

 

 

Equity component of convertible promissory note (Note 6)

479,993

243,728

Share capital (Note 7)

34,924,434

34,061,493

Contributed surplus (Note 8)

1,384,405

1,013,063

Deficit, per Exhibit “B”

37,998,964

36,112,150

 

(1,210,132)

  (793,866)

Future Operations (Note 1)

 

 

Commitments (Note 15)

 

 

Subsequent Event (Note 16)

 

 

 

$271,403

$719,254


Approved by Directors:


___”Robert Kramer”  ________                       


___”George Chen”__________

 

 



 See accompanying notes -







Exhibit "B"

CURRENT TECHNOLOGY CORPORATION

Consolidated Statement of Loss and Deficit

For the Year Ended December 31, 2006

(Canadian Dollars)


 

2006

2005

2004

Revenue

$381,578

   $497,313

    $334,441

Manufacturing

242,299

346,194

196,332

 

139,279

151,119

138,109

Expenses:

 

 

 

Amortization

23,418

25,896

35,320

Bank charges and interest

4,860

13,444

9,850

Consulting

219,301

150,258

120,300

Corporate communications

157,360

160,102

312,224

Financing cost

60,767

35,487

             -

Interest on convertible promissory note

106,345

91,106

19,924

Interest on promissory note

2,307

33,048

80,445

Legal, auditing and filing fees

196,594

176,807

142,004

Marketing

13,301

394,323

340,649

Office and other

36,358

50,245

51,953

Product development

-

25,722

       -

Regulatory

11,306

34,958

121,620

Rent

64,691

53,789

51,258

Research report

     -

         -

130,802

Salaries and benefits

508,921

402,688

360,450

Telephone

23,410

25,500

26,635

Test and studies

80,183

104,191

108,965

Travel and automotive

72,721

67,631

66,728

 

1,581,843

1,845,195

1,979,127

Loss before other items

1,442,564

1,694,076

1,841,018

Other Items:

 

 

 

Foreign exchange (recovery)

9,020

(164,757)

(81,930)

Write-down of patents, license and rights

-

   85,000

      -

Write-down of equipment and website development

38,776

      -

      -

Accretion interest expense

396,454

   200,898

      -

 

444,250

121,141

(81,930)

Net Loss

1,886,814

1,815,217

1,759,088

Deficit, beginning

36,112,150

34,296,933

32,537,845

Deficit, ending, to Exhibit “A”

$37,998,964

$36,112,150

$34,296,933

 

 

 

 

Basic and fully diluted net loss per share

$    (0.02)

$    (0.03)

$    (0.03)




 See accompanying notes -





Exhibit "C"

CURRENT TECHNOLOGY CORPORATION

Consolidated Statement of Cash Flows

For the Year Ended December 31, 2006

(Canadian Dollars)



 

2006

2005

2004

Operating Activities:

 

 

 

   Net Loss, per Exhibit “B”

$(1,886,814)

$(1,815,217)

$(1,759,088)

        Adjustments for-




Amortization

23,418

25,896

35,320

Accretion interest of convertible debt

396,454

200,898

-

Consulting fees

59,512

-

-

Interest expense

106,345

124,154

-

Financing cost

47,317

-

-

Write-down of assets

38,776

85,000

-

Stock based compensation

245,600

114,326

120,300

Shares issued for services  provided


155,347


349,791

703,036

 




   Changes in non-cash working capital-




(Increase) Decrease in accounts receivable

802

112,373

(78,051)

 

(Increase) Decrease in inventory

(52,431)

(140)

(35,305)

 

(Increase) Decrease in deferred financing cost

-

(47,317)

-

(Increase) Decrease in prepaid expenses

44,340

36,876

(154,307)

Increase (Decrease) in accounts payable

283,829

(70,508)

(97,567)

Increase (Decrease) in unearned revenue

(80,747)

(205,187)

309,244

Cash flows (used in) Operating activities

(618,252)

(1,089,055)

(956,418)

Investing Activities




Acquisition of equipment

(1,883)

(45,419)

(22,021)

Financing Activities:




Advances of convertible promissory note

-

133,796

-

Repayment of convertible promissory note

-

-

(6,700)

Advances of promissory note

-

127,930

46,686

Repayment of promissory note

(138,141)

-

-

Issuance of new shares

373,280

672,828

1,116,695

Subscription liabilities

96,996

334,363

     -

Cash flows from financing activities

332,135

1,268,917

1,156,681

Net Increase (Decrease) in Cash

(288,000)

134,443

178,242

Cash, beginning

339,973

205,530

27,288

Cash, ending

$51,973

 $339,973

    $205,530

 




Supplemental Disclosure of Cash Flow Information:




Additional Information-




    Interest paid

2,307

8,000

6,000

Non-cash Transactions-




Accretion of convertible debt

396,454

200,898

-

Shares issued for consulting services

102,162

163,044

597,293

Shares issued for settlement of debt

53,136

203,525

105,743



 See accompanying notes -





Exhibit "D"

 

CURRENT TECHNOLOGY CORPORATION

Notes to Consolidated Financial Statements

December 31, 2006

(Canadian Dollars)


1.

Future Operations:


These consolidated financial statements have been prepared on the going concern assumption that the company will be able to realize its assets and discharge its liabilities in the normal course of business.


A net loss of $1,886,814 was incurred during the year (2005 - $1,815,217; 2004- $1,759,088).  Recurring losses have been reported since inception which have resulted in an accumulated deficit of $37,998,964 (2005 - $36,112,150). The company is currently engaged in discussions with potential investors which could result in receipt of additional financing and/or the sale of certain rights for consideration including cash.  The company is also engaged in discussions to increase revenue in North America, Asia, Europe and the Middle East.  There is no certainty that these discussions will be concluded successfully.


The ability of the company to continue as a going concern is dependent on the successful conclusion of these discussions, the receipt of additional financing, and/or proceeds on the sale of assets and ultimately its ability to generate sufficient cash from operations and financing sources to meet its obligations as the come due.


If the company was unable to continue as a going concern, material adjustments may be required to the carrying value of assets and liabilities and to the classifications used on the balance sheet.


Any inability to obtain additional financing when needed would have a material adverse affect on the company including possibly requiring the company to significantly reduce or possibly cease its operations.   


2.

Significant Accounting Policies:


a)

Basis of Presentation -


These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in Canada which in certain respects differs significantly from those of the United States.  These differences are described in Note 18.


The consolidated financial statements include Current Technology Corporation and Current Technology (UK) Ltd., a wholly owned subsidiary, incorporated in the United Kingdom on December 15, 2005.  The subsidiary had not commenced material operations as at December 31, 2006.


b)

Cash -


Cash consists of cash and funds in bank accounts integral to the company's cash management.


c)

Inventory -


Inventory is valued at the lower of cost and net realizable value.  Cost is determined on a first-in, first-out basis.  Inventory consists of parts and partially and completed products.



. . . 2








Exhibit "D"

 

CURRENT TECHNOLOGY CORPORATION

Continued  

Notes to Consolidated Financial Statements

December 31, 2006

(Canadian Dollars)


2.

Significant Accounting Policies: (Continued)


d)

Deferred Financing Costs -


Financing costs are capitalized and are amortized on a straight-line basis over the term of the related debt agreement.


e)

Equipment and Website Development -


The following assets are recorded at cost.  Amortization is provided on the following basis and at the following annual rates:

Declining Balance:

Furniture and fixtures

20%

Office equipment

20%

Production equipment

20%

Straight-line:

Computer equipment and software

3 years

Website development

2 years


When the net carrying amount of the tangible assets exceeds the estimated net recoverable amount, the asset is written down to its estimated fair value and a charge is recorded in the statement of loss and deficit.


f)

Debt Instruments -


The liability component of the convertible promissory note is calculated as the present value of the scheduled cash payments of interest and principal due under the terms of the note discounted at the rate of interest applicable to a debt only instrument of comparable terms.

The equity component which represents the value ascribed to the holder's option to convert the principal balance into equity, is calculated as the difference between the amount issued and the liability component.  Interest on the convertible promissory note, calculated as the amount required to accrete the liability component back to the amount payable on maturity, is charged to interest expense.  When the company issues warrants in connection with a debt instrument, the estimated fair market value of the warrants is credited to shareholders’ equity.  The reduced liability component of the debt is accreted by a charge to interest expense.


g)

Future Income Taxes -


Income taxes are calculated using the liability method of tax allocation.  Temporary differences arising from the differences between the tax basis of assets and liabilities and their carrying amount on the balance sheet and unutilized losses carried forward are used to calculate future income tax assets or liabilities.  Future income tax assets or liabilities are calculated using tax rates anticipated to apply in the year that the temporary differences are expected to reverse.  The carrying value of the future income tax asset is limited to the amount that is more likely than not to be realized.  A valuation allowance is provided.


h)

Stock-based Compensation Plans -


The company adopted, effective January 1, 2002, the requirements of the CICA Handbook Section 3870, "Stock-based Compensation and Other Stock-based Payments."  The fair value based method was adopted for all employees and non-employees.  The value is recognized over the applicable vesting period as an increase to compensation expense and contributed surplus.  When the options are exercised, the proceeds received by the company, together with the amount in contributed surplus, will be credited to common share capital.  For options granted prior to January 1, 2002, the company continues to follow the accounting policy under which no expense is recognized for these stock options.  When these options are exercised, the proceeds received by the company are recorded as common share capital      . . . 3








Exhibit "D"

 

CURRENT TECHNOLOGY CORPORATION

Continued    

Notes to Consolidated Financial Statements

December 31, 2006

(Canadian Dollars)



2.

Significant Accounting Policies: (Continued)


i)

Revenue Recognition -


i)

The following policies have been established with respect to revenue recognition on the sale of ElectroTrichoGenesis (“ETG”) devices and CosmeticTrichoGenesis ("CTG") units.


1)

Purchase/sale negotiations conclude with an agreement to purchase and are also secured by a deposit;


2)

Goods are shipped when collection of the balance of the purchase price is reasonably assured.  This is indicated by:


a)

actual receipt of funds from distributors or customers; or

b)

secured lease or term financing by distributors or customers which

would result in immediate payment of the balance upon delivery; or

c)

distributors or customers exceptional credit and operating history,

and an agreement in writing to specific terms of payment; and


3)

Typically, revenue is recognized after goods are shipped.  At this point collection is reasonably assured and risks and rewards of ownership have been transferred.


ii)

Revenue from royalty agreements is recognized when earned, which is generally the period in which the services to which the royalty relates are provided to third parties and collection of the balance owing is reasonably assured.


j)

Translation of Foreign Currencies -


Foreign currencies are translated into Canadian dollars as follows:


i)

Monetary assets and liabilities at year-end exchange rate; and

ii)

Revenue and expenses at the rates in effect at the transaction date.  


Realized and unrealized gains and losses from foreign currency translation are recognized in earnings.














. . . 4








Exhibit "D"

 

CURRENT TECHNOLOGY CORPORATION

Continued  

Notes to Consolidated Financial Statements

December 31, 2006

(Canadian Dollars)


2.

Significant Accounting Policies: (Continued)


k)

Loss per Share -


Loss per share computations is based on the weighted average number of shares outstanding during the period.


l)

Use of Estimates -


The preparation of consolidated financial statements, in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures.  Although these estimates are based on management’s best knowledge of current events and actions the company may undertake in the future, actual results may differ from the estimates.


3.

Equipment and Website Development:



 

Cost

Accumulated Amortization

Impairment

2006 Net

2005 Net

Computer equipment

$   197,581

$   189,177

$   8,404

$   -

$   17,107

Furniture  and fixtures

43,932

41,904

2,028

-

2,489

Office equipment

117,273

100,772

16,501

-

20,258

Production equipment

14,993

3,150

11,843

-

12,455

Web site development

42,575

42,575

-

-

8,002

 

$416,354  

$  377,578

$   38,776

$   -

$   60,311


The company performed an impairment analysis in accordance to Handbook section 3063 and determined that the net present value of the projected future cash flow was uncertain. Therefore, an impairment loss of $38,776 was recorded in December 2006. The net book value of equipment and website development is $Nil.


4.

Patents, License and Rights:


Current Technology Corporation purchased the ETG technology including all worldwide issued

and pending intellectual property protection from a related company, 314613 B.C. Ltd., for $200,000 effective July 12, 1999.  The payment was made by the issuance of 2,500,000 common shares on July 12, 1999.  


The company performed a SFAS 144 impairment analysis and determined that the net present value of the projected future cash flow was uncertain. Therefore, an impairment loss of $85,000 was recorded in  2005. The net book value of these patents, license and rights is $Nil.


5.

Promissory Note:


On July 25, 2005, the company issued a secured promissory note in the amount of US$110,000 to fund inventory.  As at December 31, 2005, the total amount outstanding including interest was $141,135 (US$121,356).  The note was fully repaid on January 26, 2006.


. . . 5








Exhibit “D”

 

CURRENT TECHNOLOGY CORPORATION

Continued  

Notes to Consolidated Financial Statements

December 31, 2006

(Canadian Dollars)



6.

Convertible Promissory Note:


i)

Convertible Promissory Note – December 31, 2006


On January 18, 2007, the company reached an agreement with the holder of the convertible promissory note (“note”) to extend maturity date of the note from January 2, 2007 to January 9th, 2008.  This agreement is effective December 31, 2006.


At December 31, 2006, total principal and interest restructured amounted to $1,194,021 (US$1,024,559).  The liability portion of this note is calculated as follows:


Principal and Interest

 

$1,194,021

Less:  Unamortized accretion from conversion feature

$236,265

 

          Unamortized accretion from fair valuation of warrants

125,747

362,012

Period ended December 31, 2006

 

$832,009


After restructuring, the equity component of the note is $236,265.


The note bears interest at 10% per annum and the holder of the convertible promissory note has the right to convert all or part of the note to common shares of the Company at a conversion price of US$0.10 per share.


As additional consideration for restructuring, the Company issued the holder of the convertible promissory note 4,000,000 share purchase warrants exercisable for common shares at US$0.10 per share.  The expiry date of these warrants is the later of December 31, 2011 or the date which is one year and five business days after the note is fully repaid.


The note is secured by a security agreement under which the Company agreed to grant the lender security interest over all the Company’s property and assets, including all intellectual property.



ii)

Convertible Promissory Note – December 31, 2005


On March 22, 2005, a promissory note in the amount of US$733,471 was restructured under terms of the Forebearance Agreement to include a conversion feature where the lender can convert each US$0.25 of principal and accrued interest owing to one common share of the company at any time until maturity.  


Prior to the restructuring, the lender advanced the company US$76,456.  Including interest accrual to March 22, 2005 of US$16,408, the total principal restructured was US$826,335.  This new convertible note bears interest of 10% and matures on January 2, 2007.  


At year end, the liability portion of this note is $ 688,174, calculated as follows:


Principal and Interest

 

$1,084,629

Less:  Unamortized accretion from conversion feature

$139,273

 

          Unamortized accretion from fair valuation of warrants

257,182

396,455

Period ended December 31, 2005

 

$688,174


. . . 6








Exhibit “D”

 

CURRENT TECHNOLOGY CORPORATION

Continued  

Notes to Consolidated Financial Statements

December 31, 2006

(Canadian Dollars)



ii)

Convertible Promissory Note – December 31, 2005- (Continued)


The equity component is $243,728.  The promissory note is secured by a security agreement under which the company agreed to grant the lender security interest over all the company’s property and assets, including all intellectual property.


As additional consideration for the above debt restructuring, the company agreed to issue 3,200,000 additional share purchase warrants exercisable for common shares at US$0.25.  The expiry date of these warrants is  the later of January 2, 2010 and the date which is one year and five business days after the date on which principal and accrued interest owing are fully repaid.


The Company also agreed, as part of the 2006 Restructuring, to extend the expiry dates of all previously existing warrants held by the lender as follows:

 

Number of Warrants

Expiry Date

Exercise Price

New Expiry Date*

2,000,000

January 3, 2005

US$0.25

January 9, 2007

2,980,000

February 7, 2005

US$0.10

January 9, 2007**

179,167

September 27, 2005

US$0.15

January 9, 2007

1,600,000

October 11, 2005

US$0.50

January 9, 2007

 

*The new expiry date for each set of warrants shall be the later of:

 

(a)

January 9, 2007; and

(b)

the date that is one year and five business days after the date on which the New Debt and any interest payable thereon has been repaid in full.


** US $0.05 up to and including February 7, 2006.



















. . . 7









Exhibit "D"

 

CURRENT TECHNOLOGY CORPORATION

Continued  

Notes to Consolidated Financial Statements

December 31, 2006

(Canadian Dollars)


 

7.

Share Capital:


a)

Authorized -

Unlimited Common shares without par value

 

Unlimited Class "A" Preference shares without par value

b)

Issued and Fully Paid –

2006

 2005

 

Number  of

 

Number of

 

 

Shares

Amount

Shares

Amount

Balance, beginning 

74,655,023

$34,061,493

60,240,257 

$32,455,141 

Common Shares Issued - 

 


 

 

           - For cash 

4,252,000

611,650

3,700,000 

514,884 

           - For settlement of services provided 

1,190,000

155,298

1,965,000 

366,569 

           - Conversion of promissory note 

-

-

6,949,766 

420,218 

           - Exercise of options 

75,000

10,656

100,000 

6,127 

           - Exercise of warrants 

700,000

85,337

1,700,000 

298,554 

Balance, ending 

80,872,023

$34,924,434

74,655,023 

$34,061,493 


No Class "A" Preference shares have been issued.


c)

Subscription Liability -


During the year, the Company received US$28,230 for the exercise of warrants in which the underlying shares have not been issued.  The Company also received US$55,000 for private placement in which the units have not been issued.


8.

Contributed Surplus:


During the four months ended December 31, 1993 and the year ended August 31, 1993, the subsidiary, CTC Ventures Corporation, received $319,267 (US$190,500) in subscriptions for the purchase of 378,000 special warrants.  The special warrants were not issued.  On December 29, 2000, the company sold its investment in CTC Ventures Corporation for a nominal sum to a company director.  The difference between the amount paid and the net liabilities of CTC Ventures Corporation, including the prior subscription liability has been recorded as contributed surplus.














. . .8








Exhibit "D"

 

CURRENT TECHNOLOGY CORPORATION

Continued  

Notes to Consolidated Financial Statements

December 31, 2006

(Canadian Dollars)

8.

Contributed Surplus- (Continued):


The company accounts for its stock-based compensation under the fair value based method using the Black-Scholes Option Pricing Model.  $245,600 (2005 - $114,326) of compensation expense relating to vested stock options has been charged to the contributed surplus account.  Options granted during the period were valued using the following assumptions:


Volatility factor of the market

 

60.37%- 62.92%

Price of the company shares

 

$0.09 - $0.38

Dividend yield

 

0%

Weighted average expiry date of options

 

5 years

Risk free interest rate

 

5.00 -6.00%


As a result of the application of the requirement, stock based compensation expenses (non-cash items) have been added to the following expense categories in the consolidated statement of loss and decifit:

2006 

2005

2004   

Consulting

$115,168

$94,096 

$ 120,300 

Salaries and benefits

130,432

20,230 

-  

 Total Stock-based Compensation

$245,600

$114,326

$120,300 


9.

Stock Options:


From time to time, the company grants incentive stock options to directors, officers, employees and promoters of the company.  In addition, on September 2, 2004, the company adopted the 2004 Stock Option and Stock Bonus Plan.  Options outstanding under these plans are as follows:

Expiry Date 

 

Number of Shares 

Option Price 

February 

7, 

2007 

 

3,070,000 

US 

$0.05 

December 

20, 

2007 

 

200,000 

US 

$0.05 

September 

6, 

2007 

 

200,000 

US 

$0.125 

October 

10, 

2007 

 

200,000 

US 

$0.20 

December 

19, 

2007 

 

225,000 

US 

$0.26 

April 

8, 

2008 

 

250,000 

US 

$0.26 

September 

30, 

2009 *

 

200,000 

US 

$0.30 

October 

17, 

2009 

 

850,000 

US 

$0.25 

December 

22, 

2009 

 

175,000 

US 

$0.25 

December 

23, 

2009

 

100,000 

US 

$0.25 

May 

17, 

2010 

 

175,000 

US 

$0.23 

July 

15, 

2010 

 

150,000 

US 

$0.26 

November

20,

2010

 

200,000 

US 

$0.28 

December

12

2010

 

200,000 

US 

$0.32 

January

2

2011

 

195,000

US 

$0.31 

August

22

2011

 

1,475,000 

US 

$0.19 

August

22

2011 *

 

200,000 

US 

$0.19 


* 2004 Stock Option and Stock Bonus Plan


On May 8, 2006 the Directors added a cashless exercise provision to all options granted prior to December 31, 2005, except those granted  under the 2004 Stock Option and Stock Bonus Plan.   . . 9








Exhibit "D"

 

CURRENT TECHNOLOGY CORPORATION

Continued  

Notes to Consolidated Financial Statements

December 31, 2006

(Canadian Dollars)



9.

Stock Options:  (Continued)


The following table summarizes information about stock options to purchase common shares outstanding and exercisable at December 31, 2006:

2006 

2005 

 

 

Weighted 

 

Weighted 

 

Common 

Average 

Common 

Average 

 

Shares 

Exercise Price $

Shares 

Exercise Price $

         Outstanding, beginning 

6,270,000 

0.14

5,870,000 

0.13 

             - Granted 

1,870,000 

0.20

600,000 

0.24 

             - Exercised 

(75,000)

0.13

(100,000)

0.05 

             - Cancelled

-

-

(100,000)

0.30 

         Outstanding, ending 

8,065,000 

0.16

6,270,000 

0.14 

         Exercisable, ending 

8,065,000 

0.16

6,270,000 

0.14 



The following table summarizes information about stock options outstanding and exercisable at December 31, 2006:

 

 

Weighted Number 

Average 

Number 

 

 

Outstanding at 

Remaining 

Outstanding 

Exercise Price 

2006 

Contractual Life 

2005 

 US 

$0.05 

3,270,000 

0.2 

years 

3,270,000 

 US 

$0.125 

200,000 

0.7 

years 

275,000 

 US 

$0.19

1,675,000 

4.6 

years 

 US 

$0.20 

200,000 

0.8 

years 

200,000 

 US 

$0.26 

625,000 

1.7 

years 

625,000 

 US 

$0.30 

200,000 

2.8 

years 

200,000 

 US 

$0.25 

1,125,000 

2.8 

years 

1,125,000 

 US 

$0.23 

175,000 

3.4 

years 

175,000 

 US 

$0.28 

200,000 

3.9 

years 

200,000 

 US 

$0.32 

200,000 

4.0 

years 

200,000 

 US 

$0.31

195,000 

4.0 

years 

 

 

8,065,000

 

 

6,270,000 











. . . 10








Exhibit "D"

 

CURRENT TECHNOLOGY CORPORATION

Continued  

Notes to Consolidated Financial Statements

December 31, 2006

(Canadian Dollars)




10.

Warrants:

Expiry Date

Number of Shares 

Exercise Price 

 

 

 

 

 

 

January 9, 2007 

2,000,000 

US 

$0.25 

1,3

January 9, 2007 

2,980,000 

US 

$0.10 

1,3

January 9, 2007 

6,949,766 

US 

$0.05 

1,3

January 9, 2007 

179,167 

US 

$0.15 

1,3

January 9, 2007 

1,600,000 

US 

$0.50 

1,3

May 15, 2007 

1,227,129 

US 

$0.55 

 

June 28, 2007 

450,000

US 

$0.20 

June 30, 2007 

2,500,000 

US 

$0.05 

June 15, 2009 

1,000,000 

US 

$0.15 

June 15, 2009 

1,637,696 

US 

$0.20 

 

July 15, 2009 

200,000 

US 

$0.20 

 

January 2, 2010 

3,200,000 

US 

$0.25 

2,3

March 25, 2010 

1,200,000 

US 

$0.25 

 

May 31, 2010 

1,200,000 

US 

$0.25 

 

July 25, 2010 

200,000 

US 

$0.15 

 

September 21, 2010 

300,000 

US 

$0.25 

 

September 21, 2010 

3,052,000 

US 

$0.25 

 

December 30, 2010 

600,000 

US 

$0.25 

 

March 2, 2011 

1,200,000 

US 

$0.25 

 

December 31, 2011 

4,000,000 

US 

$0.10 

3,4


1

The expiry date for each set of warrants shall be the later of:


a)

January 9, 2007; and

b)

the date that is one year and five business days after the date on which the convertible promissory note (see Note 6 ) is paid in full.


2

The expiry date shall be the later of:

a)

January 2, 2010; and

b)

the date that is one year and five business days after the date on which the convertible promissory note (see Note 6 ) is paid in full.  


3

These warrants have a cashless exercise provision.



4.

The expiry date shall be the later of:

a)

December 31, 2011; and

b)

the date that is one year and five business days after the date on which the convertible promissory note (see Note 6 ) is paid in full.    







. . . 11








Exhibit "D"

 

CURRENT TECHNOLOGY CORPORATION

Continued  

Notes to Consolidated Financial Statements

December 31, 2006

(Canadian Dollars)

10.

Warrants:  (Continued)


The following table summarizes information about warrants to purchase common shares outstanding and exercisable at December 31:

 

 

2006

 

2005

 

Common 

Average 

Common 

Average 

 

Shares 

Exercise Price $

Shares 

Exercise Price $

Outstanding, beginning 

28,968,358

0.18 

16,818,592 

0.21 

Issued 

8,252,000

0.18 

13,849,766 

0.15 

Exercised 

(700,000)

0.11 

(1,700,000)

0.15

Expired 

(844,600)

0.15 

-

-

Outstanding, ending 

35,675,758

0.18 

28,968,358

0.18 

 Exercisable, ending 

35,675,758

0.18 

28,968,358

0.18 


11.

Related Party Transactions:

 2006 

2005 

Transactions During the Year - 

 

 

Salaries and consulting fees accrued or paid to directors

$322,312 

$318,278 

Interest paid to directors for overdue salary payable 

-

8,000 

These transactions are in the normal course of operations and 

 

 

are measured at the exchange amount, which is the amount of 

 

 

consideration established and agreed to by related parties. 

 

 

Balance at December 31 - 

 

 

Salaries, consulting fees payable to directors and 

 

 

companies controlled by directors of the company 

57,065

17,608 


On May 8, 2006 the Directors added a cashless exercise provision to all options granted prior to December 31, 2005, except those granted under the 2004 Stock Option and Stock Bonus Plan.  Included in the change were options to purchase 3,325,000 shares held by Directors. In addition, on May 8, 2006 the Directors extended the terms of 2.5 million warrants held by Anne Kramer (1,250,000) and Robert Kramer (1,250,000) from June 30, 2006 to June 30, 2007. On August 23, 2006,  975,000 stock options were granted to directors of the Company with an exercise price of US$0.19 and a five years expiration date. All the options include a cashless exercise provision.


12.

Financial Instrument:


a)

Fair Values -


Unless otherwise noted cash, accounts receivable, accounts payable and accrued liabilities, promissory notes and convertible promissory note are stated at amounts that approximate fair value.


b)

Foreign Currency Risk -


The company has accounts receivable, accounts payable and accrued liabilities, promissory notes, convertible promissory note and share capital denominated in US dollars.  The carrying value of these balances may change due to the volatility of foreign exchange rates.  The company does not enter into hedging transactions.



  . . . 12








Exhibit "D"

 

CURRENT TECHNOLOGY CORPORATION

Continued  

Notes to Consolidated Financial Statements

December 31, 2006

(Canadian Dollars)



13.

Segmented Information:


The major operations relate to the sales of ETGs and CTGs worldwide as well as royalties charged on using the machines.


The revenue by region is as follows:

 2006 

2005

2004   

Asia Pacific 

$130,895

$302,240 

$ 23,735 

Europe 

152,911

27,702 

33,075 

The Americas 

97,772

167,371

277,631 

 

$381,578

$497,313

$334,441 


The majority of the company’s assets are located in Canada.


14.

Income Taxes:


The provision for income taxes reported differs from the amount computed by applying the Canadian

statutory rate to income before income taxes for the following reasons:

 

 

 

2006

2005

2004

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from continuing operations before income taxes

 

    (1,886,814)

    (1,815,217)

   (1,759,088)

 

 

 

 

 

Statutory income tax rate

 

35.62%

35.62%

35.62%

 

 

 

 

 

Expected recovery of income taxes

 

      (672,083)

       (646,580)

      (626,587)

Permanent differences

 

       244,126

        162,389

        73,156

Unrecorded benefit of tax loss incurred during the year

 

       427,958

        484,191

       553,431

Income tax recovery

 

              -

               -

               -

 

 

 

 

 

The difference in income taxes is due to differences between the Canadian statutory federal income tax rate and the effective income tax rate applied to the loss before income taxes is due principally to the fact that the benefit of the tax loss in each year was not recognized in the period it arose.


The approximate tax effects of each type of temporary difference that gives rise to future tax assets are as follows:

 

2006

2005

2004

Future Income Tax Assets: 

Eligible capital expenditure 

$51,878

$51,878 

$51,878 

Equipment and website development 

398,261

389,920 

346,399 

Operating loss carryforward 

2,587,140

2,277,074 

2,460,546 

Net capital loss carryforward 

1,122,157

1,122,157 

1,122,157 

Financing cost 

1,701

6,741 

 

4,161,137

3,847,770 

3,980,980 

Less: Valuation loss provision

(4,161,137)

(3,847,770)

(3,980,980)

 

$             - 

$             - 

$             - 

 

 

 

. . . 13








Exhibit "D"

 

CURRENT TECHNOLOGY CORPORATION

Continued  

Notes to Consolidated Financial Statements

December 31, 2006

(Canadian Dollars)


14.

Income Taxes:  (Continued)


Accumulated non-capital losses for income tax purposes of approximately $7,263,165 are available to reduce future years' taxable income.  The potential benefit of these losses has been offset by a valuation loss provision as it is more likely than not that these benefits will not be realized.  The losses will expire at the end of the following fiscal years:


2007

 

$   492,394

2008

 

811,388

2009

 

1,105,792

2010

 

739,106

2014

 

1,553,708

2015

 

1,359,324

2016

 

1,201,453

 

 

 


15.

Commitments:


An agreement was entered into to lease office space from May 1, 2005 to April 30, 2011.  The future minimum lease payments for this commitment are as follows:


2007

32,900

2008

32,900

2009

32,900

2010

36,033

2011

12,533

 

 

Lease agreements were entered into with respect to automotive equipment. The future minimum lease payments for these commitments are as follows:


2007

16,182

2008

16,182

2009

11,503


16.

Subsequent Event:


a)

Sales Agreement-


On February 12, 2007, the Company announced Hair Envy, LLC will launch CTG in the United States.  The Company also issued 2,500,000 warrants to Hair Envy, LLC with an exercise price of US$0.125 and with vesting provisions tied to sales performance.


b)

Share Capital-


The company received US$198,000 for the private placement of 3,960,000 units.  Each unit consists of one common share and one five year warrant with an exercise price of US$0.10.  The units have not been issued.


17.

Comparative figures


The 2005 comparative figures have been reclassified, where applicable, to conform with the presentation used in the current year

 . . 14









Exhibit "D"

 

CURRENT TECHNOLOGY CORPORATION

Continued  

Notes to Consolidated Financial Statements

December 31, 2006

(Canadian Dollars)


18.

Differences between Canadian and United States Generally Accepted

Accounting Principles:


These consolidated financial statements are expressed in Canadian dollars and are prepared in accordance with Canadian GAAP which conform, in all material respects with U.S. GAAP except as described below:


Reconciliation of Net Loss -


The application of U.S. GAAP would have the following effects on the net income as reported:


 

 

 

2006

2005

 

2004

 

Net Loss - Canadian GAAP

 

 

$(1,886,814)

$(1,815,217) 

 

$(1,759,088) 

Stock- based compensation expense

 





Employees

 

-

-


-

Non-Employees

 

-

-


-

 

 





 

 Net Loss- US GAAP

 

$(1,886,814)

$(1,815,217) 

 

$(1,759,088) 



Stock-based Compensation -


(i)

Employees Stock Options:


Effective January 1, 2002, the company began to account for all its employee stock options with the fair value method "FAS 123R".  Under this method, compensation cost is measured at the grant date based on fair value of the options granted.  FAS 123R requires that the option be valued using the Black-Scholes Option Price Model.


(ii)

Non-employees Stock Options:


The company accounts for its non-employees stock options with the fair value method "FAS 123R".  Under this method, compensation cost is measured at the grant date based on fair value of the options granted.  FAS 123R requires that the option be valued using the Black-Scholes Option Price Model with the following weighted average assumptions:


Volatility factor of the market

 

60.37%- 62.92%

Price of the company shares

 

$0.09 - $0.38

Dividend yield

 

0%

Weighted average expiry date of options

 

5 years

Risk free interest rate

 

5.00 -6.00%





. . . 15

 


 

Exhibit "D"

 

CURRENT TECHNOLOGY CORPORATION

Continued  

Notes to Consolidated Financial Statements

December 31, 2005

(Canadian Dollars)


18.

Differences between Canadian and United States Generally Accepted

Accounting Principles: (Continued)


Net Loss per Share -


On February 1997 SFAS No. 128 "Earnings per Share" was issued.  SFAS No. 128 redefines earnings per share under U.S. GAAP and replaces primary earnings per share with diluted earnings per share.  The net loss per share, as reported, is different from basic loss per share as prescribed by SFAS No. 128 as follows:

 

 

2006

2005

2004

Weighted Average Number of Shares Outstanding

 

 

 

Canadian GAAP

80,872,023

66,637,565

54,477,115

Less: Escrow Shares

 

 

 

U.S. GAAP

80,872,023

66,637,565

54,477,115

Basic loss per share under U.S. GAAP

$(0.02)

$(0.03)

$(0.03)

 

 

Comprehensive Income -


In June 1997, the FASB issued Statement of Financial Accounting Standards No. 130, Reporting Comprehensive Income, which was effective for fiscal years beginning after December 15, 1997.  The company has determined that it had no comprehensive income other than the net loss in any of the years presented.



Revenue Recognition -


In 1999, Staff Accounting Bulletin (SAB) No. 101, Revenue Recognition in Financial Statements, was issued.  The SAB provides guidance on the recognition, presentation and disclosure of revenue in financial statements filed with the SEC.  Although SAB No. 101 does not change any of the accounting profession's existing rules on revenue recognition, it draws upon existing rules and explains how the SEC staff applies those rules, by analogy, to other transactions that existing rules do not specifically address.  SAB No. 101, as amended by SAB No. 101B, becomes effective for the fourth fiscal quarter of fiscal years beginning after December 15, 1999.  The company has determined that SAB No. 101 does not have a material effect on the consolidated financial statements.


The application of U.S. GAAP would have the following effects on the consolidated balance sheet items as reported under Canadian GAAP:


 

2006

2005

2004

Liabilities - Canadian GAAP 

$1,481,535 

$1,513,120 

$1,853,803 

Effect of equity component of 

 

 

 

convertible promissory note 

479,993 

243,728 

135,445 

Liabilities - U.S. GAAP 

$1,961,528 

$1,756,848 

$1,989,248 


. . 16








Exhibit "D"

 

CURRENT TECHNOLOGY CORPORATION

Continued  

Notes to Consolidated Financial Statements

December 31, 2005

(Canadian Dollars)


18.

Differences between Canadian and United States Generally Accepted

Accounting Principles-(Continued)


Revenue Recognition –(Continued)

 

2006

2005

2004

Deficit - Canadian GAAP  

$(1,210,132) 

$(793,866) 

$(1,161,235) 

Effect of equity component  of convertible promissory note 

479,993 

243,728 

135,445 

Cumulative  effort of prior year adjustments to net income

(279,815)

(279,815)

(279,815)

Deficit- U.S. GAAP

$(1,969,940) 

$(1,317,409) 

$(1,576,495) 


Convertible Promissory Note -

Under U.S. GAAP, in accordance with APB Opinion No. 14, Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants, no portion of the proceeds from the issuance of convertible debt securities should be accounted for as attributable to the conversion feature.  Canadian GAAP requires the separate presentation of the liability and the equity component of the convertible promissory note.  (See Note 6).


These consolidated financial statements are expressed in Canadian dollars and are prepared in accordance with Canadian GAAP which conform, in all material respects with U.S. GAAP except as described below:


Revenue Recognition -

In 1999, Staff Accounting Bulletin (SAB) No. 101, Revenue Recognition in Financial Statements, was issued.  The SAB provides guidance on the recognition, presentation and disclosure of revenue in financial statements filed with the SEC.  Although SAB No. 101 does not change any of the accounting profession's existing rules on revenue recognition, it draws upon existing rules and explains how the SEC staff applies those rules, by analogy, to other transactions that existing rules do not specifically address.  SAB No. 101, as amended by SAB No. 101B, becomes effective for the fourth fiscal quarter of fiscal years beginning after December 15, 1999.  The company has determined that SAB No. 101 does not have a material effect on it consolidated financial statements.


Derivative Instruments -

In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, which established accounting and reporting standards for derivative instruments and hedging activities.  It requires an entity to measure all derivatives at fair value and to recognize them in the balance sheet as an asset or liability, depending on the entity's rights or obligations under the applicable derivative contact.


In June 1999, the FASB issued SFAS N0. 138, Accounting for Derivative Instruments and Hedging Activities, which amended the accounting and reporting standards of SFAS No. 133 for certain derivative instruments and certain hedging activities.  The company's adoption of this statement, for U.S. GAAP purposes, which requires the accounting recognition of derivatives at fair value, did not have a significant effect on the financial position or results of operations.                                                                     . . 17






Exhibit 2(b).2




FORBEARANCE AGREEMENT MODIFICATION AGREEMENT


THIS AGREEMENT is dated for reference December 31, 2006.



BETWEEN:


CURRENT TECHNOLOGY CORPORATION, a Canada Business Corporations Act corporation having its registered and records office at 2800 Park Place, 666 Burrard St., Vancouver, British Columbia  

(the “Borrower”)


AND:


KEITH DENNER, of 5901 Vista Drive, West Des Moines, Iowa  50266

(the “Lender”)



BACKGROUND


.

The parties confirm and agree that the Borrower is indebted to the Lender pursuant to, among other things, a security and loan agreement dated for reference October 22, 2002 as restated by a letter agreement dated December 29, 2003, as further restated by a loan agreement extension and amendment agreement dated January 18, 2005, and as further restated by a forbearance agreement dated March 22, 2005 (the “Forbearance Agreement”, and collectively, the “Loan Agreement”).

B.

The loan pursuant to the Loan Agreement is evidenced by a convertible grid promissory note (the “Note”) dated March 22, 2005, in the initial principal amount of US $826,334.75, with the interest rate of 10% per annum calculated and compounded annually (the “Loan”).

C.

The Loan has a maturity date of January 2, 2007.  The Borrower is not in a financial condition at the present time to allow repayment of its obligations under the Loan Agreement and has requested that the Lender extend the maturity date, by waiving the debt acceleration clause and allowing a new maturity date of January 9, 2008 (the “Loan Maturity Date”).

D.

The parties hereto wish to amend the Forbearance Agreement in accordance with the terms of this Agreement.



AGREEMENTS


For good and valuable consideration, the receipt and sufficiency of which each party acknowledges, the parties agree as follows:






Exhibit 2(b).2


1.

Defined Terms.  Unless otherwise defined herein, all defined terms in this Agreement shall have the meanings ascribed in the Forbearance Agreement, as may be amended from time to time.

2.

Outstanding Balance.  The parties confirm and agree that as of the date of this Agreement, the aggregate amount outstanding in respect of the Loan Agreement is US $1,024,559.34.


3.

Restatement of Loan.  The Lender has agreed to forbear from making demand under the Forbearance Agreement, and to restate all of the Loan owing by the Borrower to the Lender (the “Restatement”) under the Forbearance Agreement, on the terms and conditions set out herein.


4.

Term.  Paragraph 1 (a) of the Note is hereby amended and modified by deleting reference to “January 2, 2007” and replacing it with “January 9, 2008”.  An amended and restated convertible grid promissory note (the “Replacement Promissory Note”) reflecting this amendment is attached as Schedule “A” hereto.


5.

Existing Warrants.  The parties agree and acknowledge that all existing share purchase warrants pursuant to the Loan Agreement and the Forbearance Agreement continue to be valid in accordance with the terms and conditions of the Loan Agreement, the Forbearance Agreement and the respective share purchase warrant certificates.


6.

New Share Purchase Warrants.  In consideration for the extension of the term of the Loan as set forth in paragraphs 3 and 4 above, the Borrower will issue in favour of the Lender 4,000,000 share purchase warrants (“New Share Purchase Warrants”) exercisable for common shares in the capital of the Borrower (“Shares”) with an exercise price of US $0.10 per Share and an expiry date of the later of: (A) December 31, 2011, and (B) the date which is one year and five (5) business days after the date on which all amounts owing under the Note, including any interest outstanding thereon, have been repaid (the “Repayment Date”), on the terms set out in the warrant certificate attached as Schedule “B”.


7.

Conditions Precedent.  As conditions precedent to the extension of the Loan Maturity Date, the Borrower shall have delivered to the Lender:

the Replacement Promissory Note; and

payment of the Extension Fee referred to below.


8.

Extension Fee.  In consideration for the extension of the term of the Loan as set forth in paragraphs 3 and 4 above, the Borrower will pay to the Lender an extension fee in the amount of US $5,122.80 (the “Extension Fee”), representing half of one percent of the outstanding principal amount, which amount will be added to and form part of the outstanding principal amount and will be payable by the Borrower to the Lender at maturity in accordance with the terms of the Replacement Promissory Note.


9.

Amendment.  This Agreement amends and modifies the Forbearance Agreement and, together with it and the documents referred to therein and herein, constitutes the entire agreement between the parties with respect to the subject matter herein.  This Agreement may only be modified by further written instrument, signed by each of the parties hereto.


10.

Further Assurances.  The Borrower shall provide the Lender with such further documents, instruments and assurances as the Lender may reasonably require to complete the transactions contemplated herein.


11.

Counterparts.  This Agreement may be signed in one or more counterparts, originally or by facsimile, each such counterpart taken together shall form one and the same agreement.







Exhibit 2(b).2


TO EVIDENCE THEIR AGREEMENT each of the parties has executed this Agreement on the date first above written.


CURRENT TECHNOLOGY CORPORATION



By: _/s/ Robert Kramer_____________

      Authorized Signatory

      Name: ___Robert Kramer________





__/s/ Keith Denner___________________

KEITH DENNER







Exhibit 4(a)


HARRISON KRAMER CORPORATION

1430 – 800 West Pender Street

Vancouver, BC

V6C 2V6


April 22, 2007


Non – Kramer Directors

Current Technology Corporation

1430 – 800 West Pender Street

Vancouver, BC

V6C 2V6



Dear Sirs:


Re:

TeleSpy Joint Venture


Overview


1.

On March 28, 2007 at a meeting of the Board of Directors (the “Board”) of Current Technology Corporation (“CTC”), Robert Kramer (“RK”) presented two new products unrelated to CTC’s core business.

2.

The new products are:

a)

a patented wireless battery powered data product and service enabling owners of any type of assets to remotely track and control their property anywhere and at any time via a secure Internet portal or telephone (“LunarEYE”); and

b)

a patented combination of a telephone, motion sensor and microphone which may be employed as a monitoring system (the “TeleSpy”).

3.

In addition RK introduced the Board to sbmembers.com, a marketing and sales organization directed to a potential audience of over 25 million small business owners in the United States (“sbmembers”).

4.

The Board authorized RK to commence formal negotiations with sbmembers for distribution of LunarEYE and TeleSpy, on a 50-50 joint venture basis between Harrison Kramer Corporation (“HKC”) and CTC.

5.

The negotiations have resulted in several significantly enhanced opportunities.  The first relates to TeleSpy which is presented for formal approval herein.  The other opportunities will be presented shortly.



…../2







Exhibit 4(a)


April 22, 2007

Page 2

Recent Developments


1.

Rather than focus on marketing TeleSpy only to sbmembers, RK expanded the scope of negotiations to include worldwide rights to market and sell to all potential customers.

2.

On April 11, 2007 The Real Security Company Ltd. (“TRSC”) of Kelowna, BC concluded an exclusive licensing agreement with Sensorguard LLC (“Sensorguard”) of Arlington, Texas, developers of TeleSpy, granting TRSC the right to market and sell TeleSpy worldwide upon placing an initial order for 5000 units at $10 (all funds USD) per unit for a total of $50,000.  To retain exclusivity, TRSC must purchase 15,000 units per quarter.

3.

TRSC has presented TeleSpy to amongst others, Chuck Walker (Walker Group distributes internationally to the automotive and financial services sectors) and Vince Haggerty, who is presenting to Home Shopping, QVC, Home Depot and the like.  All are convinced TeleSpy will sell in the millions of units.

4.

RK has convinced TRSC of CTC’s ability to introduce TeleSpy to its business associates in various parts of the world, including sbmembers, and of its ability to secure the first $50,000 purchase order (the required funds are in Davis & Company’s trust account, awaiting Board approval of the proposed transaction) and arrange ongoing inventory financing.


Terms and Conditions


1.

Therefore, TRSC has agreed to joint venture (“JV”) TeleSpy with CTC under the following terms and conditions:

i)

CTC and TRSC to create a 50-50 JV British Columbia Limited Liability Company (“LLC”) with worldwide rights to market and sell TeleSpy;

ii)

CTC to fund the purchase of the first $50,000 of product;

iii)

CTC to arrange for ongoing inventory financing;

iv)

CTC to issue 5 million warrants to TRSC giving the holder the right on a cashless exercise basis to purchase 5 million shares of CTC common stock at $0.12 per share for 5 years vesting at the rate of 500,000 warrants for every 500,000 TeleSpy units sold.  No warrants vest on closing.  All warrants to vest only as TeleSpy units are sold.  Therefore, the issuance of the warrants results in no risk to shareholders.  

v)

TRSC to contribute at no cost to the JV, subject to due diligence, the marketing rights to a device that blocks unwanted telemarketing calls.

2.

In order to facilitate this substantially enhanced opportunity, HKC is “giving up” its 50-50 participation with CTC.  This means CTC will be a full 50%

…../3






Exhibit 4(a)



April 22, 2007

Page3


partner in the JV, which should have real significance with present and prospective shareholders, therefore, enhancing shareholder value, and should assist us in reaching an average stock price of at least 50 cents per share, thus causing the exercise of $3 million of warrants.

3.

As consideration for “giving up” its participation, HKC seeks a fee of $1 per unit sold, calculated monthly (on a cash basis) and payable 30 days in arrears.


Note – As all compensation is based on units sold, the downside is negligible, while the upside of association with success at sbmembers, Home Shopping etc is significant for all shareholders.


Please indicate your acceptance of the foregoing Terms and Conditions by signing where indicated below.


Yours truly,


HARRISON KRAMER CORPORATION

“Robert Kramer”

Robert Kramer

President


Accepted and agreed this

23

 day of April, 2007




“Anthony J. Harrison”

“George Chen”

Anthony J. Harrison

George Chen


“Peter Bell”

“Douglas Beder”

Peter W. Bell

Douglas Beder








Exhibit 12(a).1


Certifications


I, Robert Kramer, certify that:


1.

I have reviewed this annual report on Form 20-F of Current Technology Corporation;


2.

Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this annual report;


3.

Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;


4.

The Company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) <intentionally omitted per SEC Release 33-8238> for the Company and have:


a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including   its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;


b)

<Intentionally omitted per SEC Release 33-8238>


c)

Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)

Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and  


5.

The Company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit








committee of the Company’s board of directors (or persons performing the equivalent functions):


a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and


b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.






Date: May 22, 2007

By

/s/   Robert Kramer

Robert Kramer, Chief Executive Officer and  Director









Exhibit 12(a).1


Certifications


I, George Chen , certify that:


1.

I have reviewed this annual report on Form 20-F of Current Technology Corporation;


2.

Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this annual report;


3.

Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;


4.

The Company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) <intentionally omitted per SEC Release 33-8238> for the company and have:


a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including   its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;


b)

<Intentionally omitted per SEC Release 33-8238>


c)

Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)

Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and  


5.

The Company’s other certifying officer(s) and I have disclosed,








based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):


a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and


b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.





Date: May 22, 2007

BY

/s/   George Chen

George Chen, Chief Financial Officer and Director










Exhibit Index


Exhibit Number

Description of Exhibit

 

 

1.1

Articles of Continuance (1)

 

 

1.2

By-Law No. 1 (1)

 

 

2(b).1

Forbearance Agreement dated March 22, 2005 including Convertible Grid Promissory Note, Restated Common Share Purchase Warrant, and Security Agreement (2)

 

 

2(b).2

2006 Forbearance Agreement dated December 31, 2006

 

 

4(a)

Agreement between Harison Kramer Corporation and Current Technology Corporation dated April 22, 2007.


4(b)(iv)



Lease dated March 4, 2005 between Current Technology Corporation and 800 West Pender Ltd (2)

4(c)(iv)

2004 Stock Option and Stock Bonus Plan (2)

 

 

11.1

Code of Ethics (1)


12(a).1


Certifications pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

13(a).1

Certifications pursuant to 18 USC Section 1350 as adopted pursuant to Section 906 of the Sarbanes-  Oxley Act of 2002.


 

(1)

Incorporated by reference to the Company’s Form 20-F, dated December 31, 2003 and filed July 8, 2004.

(2)

Incorporated by reference to the Company’s Form 20-F, dated December 31, 2004 and filed July 7, 2005.























Exhibit 13 (a).1


Certification of Chief Executive Officer


CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)


In connection with the Annual Report of Current Technology Corporation (the "Company") on Form 20-F for the annual period ended December 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned certifies pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:


(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and


(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.







Dated: May 22, 2007

By/s/Robert Kramer

 

Robert Kramer, Chief Executive Officer and Director






























Exhibit 13(a).1



Certification of Chief Financial Officer


CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)


In connection with the Annual Report of Current Technology Corporation (the "Company") on Form 20-F for the annual period ended December 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned certifies pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:


(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and


(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.







Dated: May 22, 2007

By

 /s/ George Chen

 

 

George Chen, Chief Financial Officer and Director