-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
KT0AlkzIWECQTtlYI+npKZfCLVsqbaS2eNvl9njplMCvz9JpgYat0vnAt5dfRHcQ
E3vF6Zh4pigVFNW0aux8LQ==
As filed with the Securities and Exchange Commission on November 14, 2002. FORM 10-Q
United States Securities And Exchange Commission
Washington, D.C. 20549
_________________
(Mark One)
X |
Quarterly Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 For The NINE-Month Period Ended SEPTEMBER 30, 2002; Or |
|
Transition Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 For The Transition Period From ________ To _______ |
Commission File No. 0-24027
ENERGY EXPLORATION TECHNOLOGIES, INC.
Nevada |
|
61-1126904 |
(403) 264-7020
(Registrant's telephone number, including area code)
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 registration was required to file such Reports), and (2) has been subject to such filing requirements for the past 90 days: Yes X No
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:
16,971,153 shares of common stock, par value $0.001 per share, as of November 14, 2002
Energy Exploration Technologies, Inc.
INDEX TO THE FORM 10-Q
For the quarterly period ended September 30, 2002
|
|
|
PAGE |
|
|
|
|
|
|
PART I |
FINANCIAL INFORMATION |
3 |
||
|
Item 1. |
Financial Statements |
3 |
|
|
|
Condensed Consolidated Balance Sheets |
3 |
|
|
|
Condensed Consolidated Statements of Loss and Comprehensive Loss |
4 |
|
|
|
Condensed Consolidated Statements of Shareholders' Equity |
5 |
|
|
|
Condensed Consolidated Statements of Cash Flows |
6 |
|
|
|
Notes to the Condensed Consolidated Financial Statements |
7 |
|
|
Item 2. |
Management's Discussion and Analysis of Financial Condition And Results of Operations |
17 |
|
|
Item 3. |
Quantitative And Qualitative Disclosures About Market Risk |
22 |
|
|
Item 4. |
Controls And Procedures |
23 |
|
PART II |
OTHER INFORMATION |
23 |
||
|
Item 1. |
Legal Proceedings |
23 |
|
|
Item 2. |
Changes in Securities And Use Of Proceeds |
23 |
|
|
Item 3. |
Defaults Upon Senior Securities |
23 |
|
|
Item 4. |
Submission of Matters to a Vote of Security Holders |
23 |
|
|
Item 5. |
Other Information |
24 |
|
|
Item 6. |
Exhibits and Reports on Form 8-K |
24 |
|
|
|
Signatures |
25 |
|
|
|
Certification |
26 |
2
Item 1 - Financial Information
ENERGY EXPLORATION TECHNOLOGIES |
|||||
|
September 30, 2002 |
December 31, 2001 |
|||
(unaudited) |
|||||
Assets |
|
|
|||
Current assets: |
|
|
|||
|
Cash and cash equivalents |
$ 566,805 |
$ 2,994,608 |
||
|
Accounts receivable |
567,220 |
203,738 |
||
|
Due from officers and employees |
5,322 |
92 |
||
|
Prepaid expenses and other |
159,459 |
143,786 |
||
|
1,298,806 |
3,342,224 |
|||
Note receivable from officer [note 3] |
33,543 |
32,097 |
|||
Debt issuance costs [notes 2 and 7] |
-- |
22,805 |
|||
Aircraft and flight equipment held for sale [notes 2 and 4] |
182,986 |
2,986,803 |
|||
Oil and natural gas properties, on the basis of full cost accounting, |
|
|
|||
Other property and equipment, net of accumulated depreciation, |
|
|
|||
|
|
$ 7,691,755 |
$ 11,763,100 |
||
Liabilities And Shareholders' Equity |
|
|
|||
Current liabilities: |
|
|
|||
|
Trade payables |
$ 40,957 |
$ 445,579 |
||
|
Wages and employee benefits payable |
57,199 |
65,435 |
||
|
Accrued oil and natural gas property costs |
99,299 |
110,829 |
||
|
Current portion long-term debt [note 7] |
-- |
71,407 |
||
|
Other accrued liabilities |
-- |
133,636 |
||
|
|
|
197,455 |
826,886 |
|
Long-term debt [note 7] |
-- |
1,463,729 |
|||
|
|
|
|
|
|
Contingencies, continuing operations and commitments [notes 1 and 12] |
-- |
-- |
|||
Shareholders' equity: |
|
|
|||
|
Series 'A' convertible preferred stock; par value $0.001 per share, |
|
|
||
Common stock, par value $0.001 per share: |
|
|
|||
|
Additional paid-in capital |
24,069,127 |
24,043,439 |
||
|
Accumulated deficit |
(16,388,202) |
(14,365,745) |
||
Accumulated other comprehensive loss |
(204,396) |
(222,980) |
|||
|
|
|
7,494,300 |
9,472,485 |
|
$ 7,691,755 |
$ 11,763,100 |
The accompanying notes to consolidated financial statements
are an integral part of these consolidated balance sheets
3
ENERGY EXPLORATION TECHNOLOGIES |
||||||
|
Three months ended September 30, |
Nine months ended September 30, |
||||
|
2002 |
2001 |
2002 |
2001 |
||
(unaudited) |
||||||
Revenues: |
||||||
|
Oil and natural gas revenue |
$ 151,973 |
$ -- |
$ 344,404 |
$ -- |
|
Operating expenses: |
||||||
|
Oil and natural gas operating expenses |
75,891 |
-- |
124,726 |
-- |
|
|
Administrative [note 13] |
369,250 |
348,942 |
1,214,790 |
1,077,741 |
|
|
Depletion and impairment of oil and natural gas properties [notes 2 and 5] |
48,684 |
178,705 |
376,156 |
216,640 |
|
|
Amortization and depreciation [notes 2 and 6] |
71,166 |
76,341 |
138,626 |
229,358 |
|
|
Research and development [note 2] |
179 |
92,636 |
152,822 |
312,128 |
|
|
Survey support [note 2] |
30,005 |
111,748 |
119,003 |
231,192 |
|
|
Survey operations and data analysis [note 2] |
936 |
32,834 |
11,353 |
105,403 |
|
|
Write-down of aircraft and flight equipment [note 4] |
42,487 |
-- |
226,803 |
-- |
|
|
|
Total operating expenses |
638,598 |
841,206 |
2,364,279 |
2,172,462 |
Operating loss |
(486,625) |
(841,206) |
(2,019,875) |
(2,172,462) |
||
Other income (expense): |
|
|
|
|
||
|
Interest expense |
-- |
(37,920) |
(70,974) |
(115,329) |
|
|
Interest income |
5,154 |
9,836 |
27,393 |
72,815 |
|
|
Other income |
42,265 |
3 |
40,999 |
3,832 |
|
|
|
Total other income (expense) |
47,419 |
(28,081) |
(2,582) |
(38,682) |
Operating loss for the period |
(439,206) |
(869,287) |
(2,022,457) |
(2,022,457) |
||
Other comprehensive income (loss): |
|
|
|
|
||
|
Foreign currency translation adjustment |
(93,142) |
(116,258) |
18,584 |
(131,709) |
|
Comprehensive loss for the period |
$ (532,348) |
$ (985,545) |
$ (2,003,873) |
$ (2,342,853) |
||
Basic and diluted loss per share [note 2] |
$ (0.03) |
$ (0.06) |
$ (0.12) |
$ (0.17) |
||
Weighted average shares outstanding |
16,971,153 |
13,658,102 |
16,971,153 |
13,296,642 |
The accompanying notes to consolidated financial statements are
an integral part of these consolidated statements of loss and comprehensive loss.
4
ENERGY EXPLORATION TECHNOLOGIES |
||||||||||
|
Accumulated |
|
|
|
|
|||||
Shares |
Amount |
Shares |
Amount |
|||||||
|
(unaudited) |
|||||||||
Beginning balance -- December 31, 2000 |
$ (64,028) |
13,112,916 |
$ 13,113 |
800,000 |
$ 800 |
$ 19,612,276 |
$ (9,977,155) |
|||
Issued for cash at $1.15 per share on Sept. 18, 2001, net of issuance costs |
-- |
3,858,237 |
3,858 |
-- |
-- |
4,356,421 |
-- |
|||
Grant and vesting of options to investor relations |
|
|
|
|
|
|
|
|||
Net loss for the nine months ended September 30, 2001 |
-- |
-- |
-- |
-- |
-- |
-- |
(2,211,144) |
|||
Net other comprehensive loss for the nine months |
(131,709) |
-- |
-- |
-- |
-- |
-- |
-- |
|||
Balance -- September 30, 2001 |
$ (195,737) |
16,971,153 |
$ 16,971 |
800,000 |
$ 800 |
$ 24,036,955 |
$ (12,188,299) |
|||
|
|
|
|
|
|
|
|
|||
Beginning balance -- December 31, 2001 |
$ (222,980) |
16,971,153 |
$ 16,971 |
800,000 |
$ 800 |
$ 24,043,439 |
$ (14,365,745) |
|||
Grant and vesting of options to investor relations |
|
|
|
|
|
|
|
|||
Net loss for the nine months ended September 30, 2002 |
-- |
-- |
-- |
-- |
-- |
-- |
(2,022,457) |
|||
Net other comprehensive income for the nine months ended September 30, 2002 |
18,584 |
-- |
-- |
-- |
-- |
-- |
-- |
|||
Balance -- September 30, 2002 |
$ (204,396) |
16,971,153 |
$ 16,971 |
800,000 |
$ 800 |
$ 24,069,127 |
$ (16,388,202) |
|||
The accompanying notes to consolidated financial statements are
an integral part of these consolidated statements of shareholders' equity
5
ENERGY EXPLORATION TECHNOLOGIES Consolidated Statement of Cash Flows (expressed in U.S. dollars) |
|||||||||||
|
|
||||||||||
|
Three months ended September 30, |
Nine months ended September 30, |
|||||||||
|
2002 |
2001 |
2002 |
2001 |
|||||||
|
(unaudited) _______________________________________ |
||||||||||
Operating activities: |
|
||||||||||
|
Net loss for the period |
$ (439,206) |
$ (869,287) |
$ (2,022,457) |
$(2,211,144) |
||||||
Adjustments to reconcile net loss to net cash used in operating activities: |
|||||||||||
|
|
Amortization and depreciation of other property and equipment |
71,166 |
76,341 |
138,626 |
229,358 |
|||||
|
|
Write-down of aircraft and flight equipment |
42,487 |
(37,935) |
226,803 |
-- |
|||||
|
|
Depletion and impairment of oil and natural gas properties |
48,684 |
216,640 |
376,156 |
216,640 |
|||||
|
|
Debt issuance cost |
-- |
(951) |
22,805 |
-- |
|||||
|
|
Gain on sale of oil and natural gas properties |
(42,046) |
-- |
(42,046) |
-- |
|||||
|
|
Loss on sale of other property and equipment |
-- |
1,184 |
-- |
1,184 |
|||||
|
|
Changes in non-cash working capital: |
|
|
|
|
|||||
|
|
|
Accounts receivable |
(383,761) |
(11,041) |
(363,482) |
612,686 |
||||
|
|
|
Due from officers and employees |
(1,117) |
46 |
(5,230) |
(627) |
||||
|
|
|
Subscription Receivable |
-- |
(178,250) |
-- |
(178,250) |
||||
|
|
|
Prepaid expenses and other |
1,409 |
56,871 |
(15,673) |
(98,912) |
||||
|
|
|
Trade payables |
(71,655) |
(588,378) |
(404,622) |
(615,029) |
||||
|
|
|
Wages and employee benefits payable |
2,935 |
(15,722) |
(8,236) |
(21,203) |
||||
|
|
|
Other accrued liabilities |
(29,871) |
(12,845) |
(133,636) |
(56,706) |
||||
|
|
|
Consulting costs settled by issuance of common stock and options |
8,528 |
9,538 |
25,688 |
68,258 |
||||
Net cash used in operating activities |
(792,447) |
(1,353,789) |
(2,205,304) |
(2,053,745) |
|||||||
Financing activities: |
|||||||||||
|
Funds raised through sale of common stock, net of costs |
-- |
4,360,279 |
-- |
4,360,279 |
||||||
|
Debt issuance costs |
-- |
1,426 |
-- |
1,426 |
||||||
|
Funds repaid for aircraft financing |
-- |
(16,407) |
(1,535,136) |
(48,059) |
||||||
|
Net cash used in financing activities |
-- |
4,345,298 |
(1,535,136) |
4,313,646 |
||||||
Investing activities: |
|||||||||||
|
Funds invested in other property and equipment |
21,999 |
14,274 |
(61) |
(4,725) |
||||||
|
Proceeds on sale of other property and equipment |
-- |
7,000 |
2,587,434 |
7,000 |
||||||
|
Funds invested in oil and natural gas properties |
(708,970) |
(585,393) |
(1,479,670) |
(2,542,545) |
||||||
|
Proceeds on sale of oil and natural gas properties |
199,326 |
-- |
199,326 |
72,655 |
||||||
|
Funds repaid (borrowed) by an employee |
1,095 |
1,509 |
(1,446) |
2,230 |
||||||
|
|
Changes in non-cash working capital: |
|
|
|||||||
Accrued oil and natural gas property costs and trade payables |
85,018 |
998,631 |
(11,530) |
505,833 |
|||||||
|
Net cash generated by (used in) investing activities |
(401,532) |
436,021 |
1,294,053 |
(1,959,552) |
||||||
Effect of net other comprehensive income (loss) |
(93,142) |
(116,258) |
18,584 |
(131,709) |
|||||||
Net cash inflow (outflow) |
(1,287,121) |
3,311,272 |
(2,427,803) |
168,640 |
|||||||
Cash and cash equivalents position, beginning of period |
1,853,926 |
1,136,647 |
2,994,608 |
4,279,279 |
|||||||
Cash and cash equivalents position, end of period |
$566,805 |
$4,447,919 |
$ 566,805 |
$ 4,447,919 |
The accompanying notes to consolidated financial statements are an integral part of
these consolidated statements of cash flows
6
ENERGY EXPLORATION TECHNOLOGIES |
1. Organization And Ability To Continue Operations
Energy Exploration Technologies ("we", "our company" or "NXT") was incorporated under the laws of the State of Nevada on September 27, 1994. We are a technology-based reconnaissance exploration company which utilizes our proprietary stress field detection or "SFD" remote-sensing airborne survey technology, which we refer to as our "SFD survey system", to quickly and inexpensively identify and high-grade oil and natural gas prospects. We conduct our reconnaissance exploration activities, as well as land acquisition, drilling, completion and production activities to exploit prospects identified using our SFD technology, through NXT Energy USA, Inc. ("NXT Energy USA") and NXT Energy Canada, Inc. ("NXT Energy Canada"), our two wholly-owned exploration subsidiaries which focus on exploration, acquisition and development efforts in the United States and Canada, respectively. Survey operations for these exploration subsidiaries a re conducted by our two aircraft operation subsidiaries, NXT Aero USA, Inc. ("NXT Aero USA") and NXT Aero Canada, Inc. ("NXT Aero Canada"). NXT focuses its research and development efforts to improve the effectiveness of our SFD survey system.
Although we commenced receiving production revenues in the first quarter of fiscal 2002, the amount of those revenues going forward does not cover our operating costs. Until the first quarter of fiscal 2002, we were a development stage company. Our ability to continue as a going concern in the longer term will be dependent upon our ability, either through our joint venture arrangements or for our own account, to successfully identify hydrocarbon bearing prospects, and to finance, develop, extract and market oil and natural gas from these prospects for a profit. We anticipate that we will continue to incur further operating losses until such time as we receive sufficient revenues from our production with respect to prospects currently in the development stage, or through prospects we identify and exploit for our own account.
We have taken steps since the beginning of fiscal 2002 to significantly cut-back our administration, exploration and research and development costs from approximately $250,000 per month to approximately $70,000 to $75,000 per month through a number of cost-saving measures until such time as we attain sufficient operating revenues or other sources of capital to finance operation and exploration costs. These steps included the sale of our Piaggio P180 Avanti aircraft for net proceeds of $1,054,464 (see note 4), and the sale of certain oil and natural gas properties for proceeds of $199,326. We believe these actions and the sale of non-core oil and natural gas properties and undeveloped lands will enable us to maintain a minimal level of operations over the next 12 to 18 months.
We can give no assurance that any or all projects in our pending drilling, completion and tie-in programs will be commercial, or if commercial, will generate sufficient revenues to cover our operating or other exploration costs. Should this not be the case, we would be forced, unless we can raise sufficient additional working capital, to suspend our operations, and possibly even liquidate our assets and wind-up and dissolve our company.
We are authorized under our Articles of Incorporation to issue common stock and series 'A' preferred stock (sometimes referred to in our consolidated financial statements as "common shares" and "series 'A' preferred shares", respectively). See notes 8 and 9.
7
2. Significant Accounting Policies
We have prepared these consolidated financial statements for our three-month and nine-month interim periods as at and ended September 30, 2002 and 2001 in accordance with accounting principles generally accepted in the United States for interim financial reporting. While these financial statements for these interim periods reflect all normal recurring adjustments which, in the opinion of our management, are necessary for fair presentation of the results of the interim period, they do not include all of the information and notes required by accounting principles generally accepted in the United States for complete financial statements. Refer to our consolidated financial statements included in our annual report on Form 10-K for our fiscal year ended December 31, 2001.
Consolidation
We have consolidated the accounts of our wholly-owned subsidiaries with those of NXT in the course of preparing these consolidated financial statements. All significant intercompany balances and transactions amongst NXT and its subsidiaries have been eliminated as a consequence of the consolidation process, and are therefore not reflected in these consolidated financial statements.
Reclassifications
Certain items in our prior year's consolidated financial statements have been reclassified to conform to our current period's consolidated financial statement presentation.
Estimates And Assumptions
The preparation of these consolidated financial statements in accordance with generally accepted accounting principles in the United States requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of these consolidated financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results may differ from those estimates.
Cash And Cash Equivalents
For purposes of preparing the consolidated balance sheets and statements of cash flows contained in these consolidated financial statements, we consider all investments with original maturities of ninety days or less to constitute "cash and cash equivalents".
We amortize debt issuance costs on a straight-line basis over the life of the related debt.
Fair Value Of Financial Instruments
Our financial instruments consist of cash and cash equivalents, accounts receivable, notes receivable, trade payables, wages and employee benefits payable, accrued liabilities and long-term debt. The book values of these financial instruments, other than long-term debt, approximates their fair values due to their short-term to maturity and similarity to current market rates. It is the opinion of our management that we are not exposed to significant interest, currency or credit risks arising from these financial instruments.
Aircraft And Flight Equipment Held For Sale
We carry our aircraft and flight equipment held for sale at the lower of the carrying amount or the fair value less cost to sell. A loss shall be recognized for any initial or subsequent write-down to fair value less cost to sell. These assets are not depreciated as long as they are held for sale. Interest and other expenses related to these assets continue to be accrued.
8
Oil And Natural Gas Properties
We follow the full cost method of accounting for oil and natural gas properties and equipment whereby we capitalize all costs relating to our acquisition of, exploration for and development of oil and natural gas reserves. These capitalized costs include:
- and acquisition costs;
- geological and geophysical costs;
- costs of drilling both productive and non-productive wells;
- cost of production equipment and related facilities; and
- various costs associated with evaluating petroleum and natural gas properties for potential acquisition.
We only capitalize overhead that is directly identified with acquisition, exploration or development activities. All costs related to production, general corporate overhead and similar activities are expensed as incurred.
Under the full cost method of accounting, capitalized costs are accumulated into cost centers on a country-by-country basis. These costs, plus a provision for future development costs (including estimated dismantlement, restoration and abandonment costs) of proved undeveloped reserves, are then depleted and depreciated using the unit-of-production method, based on estimated proved oil and gas reserves as determined by independent engineers where significant. For purposes of the depletion and depreciation calculation, proved oil and gas reserves are converted to a common unit of measure on the basis of their approximate relative energy content.
In applying the full cost method of accounting, capital costs in each cost center less accumulated depletion and depreciation and related deferred income taxes are restricted from exceeding an amount equal to the sum of the present value of their related estimated future net revenues discounted at 10% less estimated future expenditures, and the lower of cost or estimated fair value of unproved properties included in the costs being amortized, net of related tax effects. Should this comparison indicate an excess carrying value, a write-down would be recorded.
The carrying values of unproved oil and natural gas properties, which are excluded from the depletion calculation, are assessed on a quarterly basis to ascertain whether any impairment in value has occurred. This assessment typically includes a determination of potential sales proceeds for similar leases in similar areas, and independent appraisal where warranted. Impairment is recorded if this assessment indicates the future potential net cash flows are less than the capitalized costs.
All recoveries of costs through the sale or other disposition of oil and gas properties and equipment are accounted for as adjustments to capitalized costs, with no gain or loss recorded, unless the sale or disposition involves a significant change in the relationship between costs and the value of proved reserves or the underlying value of unproved property, in which case the gain or loss is computed and recognized.
We conduct oil and natural gas exploration, drilling, development and production activities through our joint venture partners. These consolidated financial statements reflect only our proportionate interest in these activities.
We carry our other capitalized property and equipment at cost, and depreciate or amortize them over their estimated service lives using the declining balance method as follows:
9
Aircraft |
5% |
Computer and SFD system equipment |
30% |
Computer and SFD system software |
100% |
Equipment |
20% |
Furniture and fixtures |
20% |
Flight equipment |
10% |
Leasehold improvements |
20% |
Tools |
20% |
Vehicle |
30% |
When we retire or otherwise dispose of our other capitalized property and equipment, we remove their cost and related accumulated depreciation or amortization from our accounts, and record any resulting gain or loss in the results of operations for the period. Our management periodically reviews the carrying value of our property and equipment to ensure that any permanent impairment in value is recognized and reflected in our results of operations.
Revenue Recognition
We recognize revenue from the sale of oil and natural gas when title passes to the customer.
Research And Development Expenditures
We expense all research and development expenditures we incur to develop, improve and test our SFD survey system and related components, including allocable salaries.
We expense all survey support expenditures we incur, after netting costs which are reimbursable by our joint venture partners. Survey support expenditures consist primarily of the cost, including allocable salaries, to:
- conduct field evaluations to evaluate the SFD survey system; and
- develop, organize, staff and train our survey and interpretation operational functions.
Survey Operations And Data Analysis Expenditures
We expense all survey operations and data analysis expenditures we incur, after netting costs which are reimbursable by our joint venture partners. Survey operations and data analysis expenditures consist primarily of:
- aircraft operating costs, travel expenses and allocable salaries of our personnel while on survey assignment; and
- allocable salaries of our personnel while interpreting SFD data.
Our only operations outside of the United States are in Canada. Foreign currency translation adjustments resulting from the translation of the financial statements of our Canadian subsidiaries, whose functional currency is Canadian dollars, into U.S. dollar equivalents for purposes of consolidating our financial statements, are included in other comprehensive loss. For purposes of consolidation, we use the following methodology to convert Canadian dollar denominated accounts and transactions into U.S. dollars:
- all asset and liability accounts are translated into U.S. dollars at the rate of exchange in effect as of the end of the applicable fiscal period;
10
- all shareholders' equity accounts are translated into U.S. dollars using historical exchange rates; and
- all revenue and expense accounts are translated into U.S. dollars at the average rate of exchange for the applicable fiscal period.
We record the cumulative gain or loss arising from the conversion of the noted Canadian dollar denominated accounts and transactions into U.S. dollars as a foreign currency translation adjustment as a component of accumulated other comprehensive loss for that period.
Basic And Diluted Loss Per Share
Our basic loss per share is computed in accordance with SFAS No. 128, "Earnings Per Share", by dividing the net loss for the period by the weighted average number of common shares outstanding for the period. Our diluted loss per share is computed, also in accordance with SFAS No. 128, by including the potential dilution that could occur if holders of our dilutive securities were to exercise or convert these securities into common shares.
Stock-Based Compensation For Employees And Directors
In accounting for the grant of our employee and director stock options, we have elected to follow Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25"), and related interpretations. Under APB 25, companies are not required to record any compensation expense relating to the grant of options to employees or directors where the awards are granted upon fixed terms with an exercise price equal to fair value and the only condition of exercise is continued employment. See note 11.
Recent Accounting Pronouncements
In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations". SFAS No. 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. NXT is required to adopt the provisions of SFAS No. 143 on January 1, 2003. NXT is currently evaluating the impact that the adoption of SFAS No. 143 will have on our consolidated financial condition and results of operations. We expect that there will be a small increase in our liabilities to recognize the fair value of restoration costs with respect to our oil and natural gas properties, with a commensurate increase in the capitalized cost of those assets and a resultant increase in amortization and depreciation expense associated with those in creased capitalized costs.
In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", which supercedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of", and provides a single accounting model for the assessment of impairment of long-lived assets. We adopted the provisions of SFAS No. 144 on January 1, 2002. The effect of adopting this standard is not material to these consolidated financial statements.
3. Note Receivable From Officer
4. Aircraft And Flight Equipment Held For Sale
In December 2001, management decided to place on the market our two aircraft and related flight equipment in order to decrease our operating costs. On May 1, 2002, we completed the sale of our Piaggio Avanti P180 aircraft to a third party for gross proceeds of $2,580,000, and net proceeds of $1,054,464 after settlement of principal and interest due on the related asset based collateralized loan. We recorded a write-down of $184,316 recognizing the decrease in the fair value of this asset less its selling costs as part of our operating loss for the first quarter of 2002. The sale of our remaining aircraft is expected to occur during fiscal 2002 through the assistance of independent sales agents or through our own efforts.
11
Summarized below are our capitalized costs for the aircraft and flight equipment held for sale as of September 30, 2002 and December 31, 2001:
|
September 30, |
December 31, |
|
|
2002 |
2001 |
|
Aircraft and flight equipment held for sale |
$ 393,512 |
$ 3,383,538 |
|
Less accumulated depreciation |
(125,267) |
(378,202) |
|
Less accumulated write-down |
(85,259) |
(18,533) |
|
|
Net aircraft and flight equipment held for sale |
$ 182,986 |
$ 2,986,803 |
These assets are reported as part of assets of our United States operations as of September 30, 2002 and December 31, 2001. See note 14.
5. Oil And Natural Gas Properties
Summarized below are the oil and natural gas property costs we capitalized for our nine months ended and as of September 30, 2002 and December 31, 2001:
|
Nine Months Ended |
|
As of |
As of |
||
|
2002 |
2001 |
|
|||
Acquisition costs |
$ 224,180 |
$ 554,425 |
|
$ 1,260,621 |
$ 1,036,441 |
|
Exploration costs |
1,225,307 |
1,988,120 |
|
7,236,384 |
6,011,077 |
|
Development costs |
30,183 |
-- |
|
85,736 |
55,553 |
|
|
Oil and natural gas properties |
1,479,670 |
2,542,545 |
|
8,582,741 |
7,103,071 |
Less impairment |
(264,065) |
(216,640) |
|
(2,380,482) |
(2,116,417) |
|
Less dispositions |
(157,293) |
(72,655) |
|
(226,388) |
(69,096) |
|
Less depletion |
(112,091) |
-- |
|
(112,092) |
-- |
|
|
Net oil and natural gas properties |
$ 946,221 |
$ 2,253,250 |
|
$ 5,863,779 |
$ 4,917,558 |
Net oil and natural gas property costs at September 30, 2002 are comprised of $2,312,682 ($2,144,706 at December 31, 2001) of proved property costs and $3,551,097 ($2,772,852 at December 31, 2001) of unproved property costs. We performed cost center ceiling tests on our oil and natural gas properties using the full cost method of accounting. At September 30, 2002, the ceiling test did not result in any write-downs.
On July 12, 2002, we closed the sale of our producing Beiseker, Alberta property for proceeds of $199,326 which resulted in a gain of $42,046 which has been recorded in other income.
The impairment of oil and natural gas properties also includes the write-down of the cost of drilling and completing wells which are either non-commercial or which we are unable to complete for technical reasons. While, as noted below, our management believes in the prospective commercial viability and non-impairment of the overall prospects of which each of these wells are a part and is continuing active exploration and development activities with respect to each of these prospects, we have nevertheless written-off these individual well costs as an impairment cost since this determination was made prior to the establishment of proved reserves.
At the end of each quarter, our management performs an overall assessment of each of our unproved oil and natural gas properties to determine if any of these properties has been subject to any impairment in value (see note 2). Based upon these evaluations, our management has determined that each of our oil and natural gas properties continued to have prospective commercial viability as of these dates, including each of those properties noted above that contain wells which we have written-off. Based upon these considerations, we have not recorded any impairments against our properties to date other than the above noted write-offs. While we are currently conducting active exploration and development programs with respect to each of these unproved oil and natural gas properties, we anticipate that all of these properties will be evaluated and the associated costs transferred into the amortization base or be impaired over the next five years.
12
6. Other Property And Equipment
Summarized below are our capitalized costs for other property and equipment as of September 30, 2002 and December 31, 2001:
|
September 30, |
December 31, |
|
Computer and SFD equipment |
$ 266,640 |
$ 272,918 |
|
Computer and SFD software |
117,851 |
117,493 |
|
Equipment |
80,864 |
80,835 |
|
Furniture and fixtures |
171,280 |
180,095 |
|
Leasehold improvements |
194,798 |
194,113 |
|
SFD survey system (including software) |
115,471 |
115,336 |
|
Tools |
1,548 |
1,544 |
|
Vehicle |
18,828 |
18,828 |
|
|
Other property and equipment |
967,280 |
981,162 |
Less accumulated depreciation, amortization and impairment |
(654,639) |
(519,549) |
|
|
Net other property and equipment |
$ 312,641 |
$ 461,613 |
At December 31, 2001, we owed $1,535,136 on an asset-based loan collateralized by our Piaggio P180 Avanti aircraft. The principal and interest on this loan, which accrued at the rate of 9.65% per annum, was repayable in equal installments of $18,037 each with the last payment due on December 1, 2013. The loan contained no restrictive or financial ratio covenants. We also paid $24,706 in fees with respect to this loan which we recorded as debt issuance costs.
On May 1, 2002, we completed the sale of our Piaggio Avanti P180 aircraft to a third party and used the proceeds to settle the principal and interest due on this loan in full. See note 4. We also expensed the remaining unamortized debt issuance costs of $22,805. For the nine months ended September 30, 2002, we paid $61,264 ($63,914 for the nine months ended September 30, 2001) of interest on this long-term debt.
On September 18, 2001, we raised $4,374,237 in gross proceeds through a private placement of 3,803,684 common shares at $1.15 per share. Net proceeds to our company from this offering were $4,359,252 after deducting $14,985 in offering expenses. An additional 54,553 shares of common stock were issued as finders' fees in connection with the private placement.
The series 'A' preferred shares are not entitled to payment of any dividends, although they are entitled under certain circumstances to participate in dividends on the same basis as if converted into common shares. Each series 'A' preferred share carries a $7.50 liquidation preference should our company wind-up and dissolve. Each series 'A' preferred share is convertible by the holder into common shares based upon a $7.50 per share conversion price, subject to adjustment should NXT sell common shares or common share purchase options or warrants at prices less than $7.50 per share in specified circumstances. As a consequence of the private placement of common shares at $1.15 per share which closed in September 2001 (see note 8 above) and additional option issuances on August 13, 2002 and September 20, 2002, the current conversion price for the series 'A' preferred shares as of the date of this report has been adjusted to $2.58, which would result in each series 'A' pre ferred shareholder receiving approximately 2.91 common shares for each series 'A' preferred share he may convert should he exercise this right, or an aggregate of 2,326,280 common shares.
13
On August 1, 1996, we granted a performance-based contractual right to acquire NXT warrants to the licensor of our SFD technology, Momentum Resources Corporation ("Momentum Resources"), in connection with the amendment of our exclusive SFD technology license with Momentum Resources to use the SFD technology for hydrocarbon exploration. The primary purpose of the amendment was to indefinitely extend the termination date of the license. Pursuant to this contractual right, Momentum Resources is entitled to a separate grant of warrants entitling it to purchase 16,000 common shares at the then current trading price for each month after December 31, 2000 in which production from SFD-identified prospects during that month exceeds 20,000 barrels of hydrocarbons. Momentum Resources has not earned any warrants under the SFD technology license as of September 30, 2002.
11. Employee And Director Options
We have summarized below all outstanding options under our various stock option plans and arrangements as of September 30, 2002:
|
|
|
As of |
||||
Outstanding |
Vested |
||||||
Director--Stand-alone |
1-4-01 |
|
$ 2.00 |
|
30,000 |
|
30,000 |
Director--Stand-alone |
5-20-97 |
|
5.25 |
|
30,000 |
|
30,000 |
Director--Stand-alone |
1-4-01 |
|
2.00 |
|
45,000 |
|
45,000 |
Employee--1997 Plan |
1-4-01 |
|
2.00 |
|
29,100 |
|
29,100 |
Director--Stand-alone |
1-4-01 |
|
2.00 |
|
45,000 |
|
45,000 |
Employee--1997 Plan |
1-4-01 |
|
2.00 |
|
25,000 |
|
25,000 |
Employee--1997 Plan |
1-4-01 |
|
2.00 |
|
96,875 |
|
53,542 |
Employee--1997 Plan |
1-4-01 |
|
2.00 |
|
20,000 |
|
10,000 |
Executive--1999 Plan |
1-4-01 |
|
2.00 |
|
520,800 |
|
520,800 |
Employee--1997 Plan |
1-4-01 |
|
2.00 |
|
7,000 |
|
7,000 |
Employee--1997 Plan |
1-4-01 |
|
2.00 |
|
8,000 |
|
8,000 |
Employee--1997 Plan |
1-4-01 |
|
2.00 |
|
100,000 |
|
40,000 |
Employee--1997 Plan |
1-4-01 |
|
2.00 |
|
56,750 |
|
26,750 |
Employee--1997 Plan |
11-16-99 |
|
4.125 |
|
4,000 |
|
4,000 |
Director--2000 Plan |
1-4-01 |
|
2.00 |
|
40,000 |
|
35,000 |
Employee--1997 Plan |
1-4-01 |
|
2.00 |
|
20,000 |
|
8,000 |
Director--2000 Plan |
1-4-01 |
2.00 |
70,000 |
60,000 |
|||
Employee--1997 Plan |
1-4-01 |
|
2.00 |
|
45,000 |
|
18,000 |
Employee--1997 Plan |
1-4-01 |
|
2.00 |
|
30,000 |
|
12,000 |
Employee--1997 Plan |
1-4-01 |
|
2.00 |
|
35,000 |
|
35,000 |
Employee--1997 Plan |
8-9-00 |
|
4.125 |
|
3,000 |
|
3,000 |
Employee--1997 Plan |
1-4-01 |
|
2.00 |
|
25,000 |
|
25,000 |
Employee--1997 Plan |
12-27-00 |
|
2.00 |
|
11,000 |
|
7,000 |
Employee--1997 Plan |
1-4-01 |
|
4.125 |
|
15,000 |
|
7,000 |
Employee--1997 Plan |
1-4-01 |
|
2.00 |
|
6,000 |
|
6,000 |
Employee--1997 Plan |
1-4-01 |
|
2.00 |
|
30,000 |
|
5,000 |
Employee--1997 Plan |
8-13-02 |
|
0.38 |
|
151,000 |
|
-- |
Director--2000 Plan |
8-13-02 |
|
0.38 |
|
120,000 |
|
-- |
Employee--1997 Plan |
9-20-02 |
|
0.29 |
|
51,000 |
|
-- |
Director--2000 Plan |
9-20-02 |
|
0.29 |
|
10,000 |
|
-- |
|
|
|
|
|
1,679,525 |
|
1,095,192 |
14
The employee options outstanding as of September 30, 2002 vest over three to five years from the grant date, depending upon the recipient, based upon the continued provision of services as an employee or consultant. The director options granted before January 1, 2000 that are outstanding as of September 30, 2002 vest one-third on date of grant, and an additional one-third each on the first anniversary and second anniversary of the grant date, respectively, based upon the continued provision of services as a director. The director options granted after January 1, 2000 that are outstanding as of September 30, 2002 vest one-third each on the first through third anniversaries of the grant date, respectively, based upon the continued provision of services as a director. Both the employee and director options generally lapse, if unexercised, either five years from the date of vesting or five years from the date of grant.
We have a joint venture agreement with an oil and natural gas exploration company under which we are required to conduct SFD surveys to identify oil and natural gas prospects on selected exploration areas of up to 2,400 square miles, and our joint venture partner is required to drill each SFD-identified prospect they accept under the agreement.
Our recent practice with our joint venture partner has been to participate in selected prospects on a combination of working interest and overriding royalty basis, typically up to a 22.5% working interest and a 4% overriding royalty. In any situation where we elect to participate on a working interest basis, we must bear our share of mineral and drilling right acquisition (if necessary), drilling, completion and production costs incurred with respect to the prospect based upon our elected working interest percentage. Although we will bear our share of these costs, our joint venture partners will nevertheless remain responsible for conducting and managing all drilling, production and marketing activities to exploit the prospect.
On November 25, 1997, we entered into a five-year non-cancelable operating lease for our principal executive offices. This lease, which consists of 13,325 rentable square feet as of December 31, 2001, expires on January 31, 2003. Our combined obligations for base lease payments, building operating costs and other pass-through items as of September 30, 2002 was approximately $15,284 per month. As of May, 2002 we have sublet approximately 40 % of our rentable space at cost for the balance of our lease.
On June 1, 2000, we entered into a five-year operating lease for our hangar facility. This lease, which consists of 14,513 rentable square feet, expires May 31, 2005. Our combined monthly obligation as of September 30, 2002 was approximately $9,100 per month. Effective November 30, 2002, we have negotiated a termination of the lease as at December 31, 2002 at a cost of three months rent.
13. Investor Relations Options
On May 15, 2001, as additional compensation to our investor relations consultant pursuant to an investor and public relations services agreement, we granted that consultant options to purchase 155,000 common shares at $2.50 per share. The underlying agreement provided that 50,000 options would vest immediately, and an additional 35,000 options would vest upon each of the first, second and third anniversary dates of the agreement, respectively, even if the agreement was not subsequently renewed by those dates so long as NXT has not terminated this agreement for "good cause" as defined in the agreement. These options lapse, to the extent vested and unexercised, five years after the date of vesting. Pursuant to SFAS No. 123, for our nine-month period ended September 30, 2002, we recorded compensation expense, as part of administrative expenses, determined in accordance with the Black-Scholes option pricing model in the amount of $25,688 ($68,2 58 for our nine-month interim period ended September 30, 2001) in connection with the grant and vesting of these options.
We currently operate in only one business segment, oil and natural gas exploration. We intend to develop all oil and natural gas exploration prospects identified using our proprietary SFD airborne survey technology either directly or with joint venture partners. We do not currently sell or market our SFD data as a separate product to third parties.
15
Prior to the first quarter of 2002, the majority of our revenues were derived from interest earned on cash and cash equivalents.
Summarized below with respect to our three-month and nine month periods ended September 30, 2002 and 2001 is geographic information relating to:
- revenues we have received during the period from our external customers, allocated amongst the geographic areas in which the revenue was generated;
- revenues we have received during the period from sources other than our external customers, allocated amongst the geographic areas in which the revenue was generated; and
- our net loss for the period, allocated amongst the geographic areas in which the revenue and associated expenses were generated.
Three Months Ended |
United States |
Canada |
Total |
September 30, 2002: |
|
|
|
Revenues from oil and natural gas production |
$ 145,473 |
$ 6,500 |
$ 151,973 |
Revenues from other sources |
4,918 |
42,501 |
47,419 |
Net loss |
$ (243,210) |
$ (195,996) |
$ (439,206) |
September 30, 2001: |
|
|
|
Revenues from oil and natural gas production |
$ -- |
$ -- |
$ -- |
Revenues from other sources |
8,700 |
1,139 |
9,839 |
Net loss |
$ (680,243) |
$ (189,044) |
$ (869,287) |
|
|
|
|
Nine Months Ended |
United States |
Canada |
Total |
September 30, 2002: |
|
|
|
Revenues from oil and natural gas production |
$ 268,965 |
$ 75,439 |
$ 344,404 |
Revenues from other sources |
27,186 |
41,206 |
68,392 |
Net loss |
$ (1,376,721) |
$ (645,736) |
$ (2,022,457) |
September 30, 2001: |
|
|
|
Revenues from oil and natural gas production |
$ -- |
$ -- |
$ -- |
Revenues from other sources |
68,692 |
7,955 |
76,647 |
Net loss |
$ (1,668,584) |
$ (542,560) |
$ (2,211,144) |
Summarized below is geographic information relating to our assets as of September 30, 2002 and December 31, 2001, allocated amongst the geographic areas in which the assets were physically located or principally connected:
Assets As Of |
United States |
Canada |
Total |
September 30, 2002 |
$ 5,751,708 |
$ 1,940,047 |
$ 7,691,755 |
December 31, 2001 |
$ 9,672,447 |
$ 2,090,653 |
$ 11,763,100 |
In preparing the above tables, we have eliminated all inter-segment revenues, expenses and assets.
16
Item 2 - Management's Discussion And Analysis Of Financial Condition And Results Of Operations
Forward-Looking Statements
Included in this report are various forward-looking statements, which can be identified by the use of forward looking terminology such as "may," "will," "expect," "anticipate," "estimate," "continue," "believe" or other similar words. We have made forward-looking statements with respect to the following, among others: the timing and likelihood of success of our exploration, land acquisition, drilling and production plans, the performance of our joint venture partners, and various other statements concerning our prospective financial condition and results of operations generally contained in this section of this report. These statements are forward-looking and reflect our current expectations. They are subject to a number of risks and uncertainties, including but not limited to, changes in circumstances and events (including changes in our business plan and corporate strategies or those of our joint venture partners) and the effect on our business or those expectations or predictions of various risks a nd uncertainties, competitive factors and other risks described in our annual report on Form 10-K which has been filed with the United States Securities and Exchange Commission. In light of the many risks and uncertainties surrounding Energy Exploration Technologies, its technology and the oil and gas marketplace, you should keep in mind that we cannot guarantee that the forward-looking statements described in this report will transpire and you should not place undue reliance on forward looking statements.
Overview
We are a technology-based reconnaissance exploration company which utilizes our SFD technology to identify and high-grade oil and natural gas prospects. We conduct our reconnaissance exploration activities, as well as land acquisition, drilling, completion and production activities to exploit prospects identified using our SFD technology, through our two wholly-owned operating subsidiaries, NXT Energy USA which focuses on United States-based exploration, and NXT Energy Canada which focuses on Canadian-based exploration. NXT concentrates on research and development efforts to improve the effectiveness of our SFD survey system, and oversees the operations of and provides management, financial and administrative services to our subsidiaries.
Our exploration efforts to date have been conducted under joint venture agreements pursuant to which we conduct aerial surveys to identify prospects in exploration areas selected by joint venture partners. We have also commenced limited exploration activities for our own account. Our recent practice with our joint venture partners has been to participate in selected prospects on a combination working interest/overriding royalty interest basis, typically up to a 22.5% working interest and a 4% overriding royalty.
Our rights to use our SFD technology arises from an SFD technology license which we acquired from the owner and licensor of that technology, Momentum Resources, pursuant to which we received the exclusive world-wide right to use the SFD technology for hydrocarbon exploration purposes. We are obligated under the terms of that license to pay Momentum Resources a fee equal to 1% of any Prospect Profits (as that term is defined in the license) which we may receive.
Although we commenced receiving production revenues in the first quarter of fiscal 2002, the amount of those revenues going forward does not cover our operating costs. Until the first quarter of fiscal 2002, we were a development stage company.
For additional and more detailed background information relating to our company and our business, refer to our annual report on Form 10-K for our fiscal year ended December 31, 2001.
Unless otherwise stated, all dollar references in this report are in U.S. dollars.
Operating Revenues
During our three-month interim period ended September 30, 2002, we realized revenues on natural gas and natural gas liquids production of $151,973 on production of 53,265 mcfe (one thousand cubic feet of natural gas or natural gas equivalent) for an average price of $2.85 per mcfe.
17
Operating Loss
We incurred an operating loss of $486,625 for our three-month interim period ended September 30, 2002, as compared to $841,206 for the corresponding interim period in fiscal 2001, representing a $354,581 or 42% overall decrease. The decrease in our operating loss for our three-month interim period September 30, 2002 over the corresponding interim period in fiscal 2001 was primarily attributable to the following changes:
-
a $151,973 increase in revenues;-
a $130,021 (73%) decrease in depletion and impairment;-
a $5,175 (7%) decrease in amortization and depreciation;-
a $92,457 (99%) decrease in research and development;-
a $81,743 (73%) decrease in survey support;-
a $31,898 (97%) decrease in survey operations and data analysispartially offset by
-
a $75,891 increase in oil and natural gas operating expenses;-
an increase of $20,308 (6%) in administrative expenses; and-
a $42,487 increase in write down of aircraft and flight equipment.We incurred an operating loss of $2,019,875 for our nine-month interim period ended September 30, 2002, as compared to $2,172,462 for the corresponding interim period in fiscal 2001, representing a $152,587 (7%) overall improvement. The decrease in our operating loss for our nine-month interim period September 30, 2002 from the corresponding interim period in fiscal 2001 was primarily attributable to the following changes:
-
an increase of $344,404 in oil and natural gas revenue;-
a decrease of $90,732 (40%)in amortization and depreciation;-
a decrease of $159,306 (51%) in research and development;-
a decrease of $112,189 (49%) in survey support;-
a decrease of $94,050 (89%) in survey operations and data analysis;and these amounts were partially offset by:
-
a $124,726 increase in oil and natural gas operating expenses;-
a $137,049 (13%) increase in administrative expenses;-
a $159,516 (74%) increase in depletion and impairment; and-
a $226,803 increase in write-down of aircraft and flight equipment.As noted below in that section of this quarterly report captioned "Liquidity And Capital Resources--Plan Of Operation And Prospective Capital Requirements", we are currently reducing the level of our general and administrative and exploration costs as we continue to develop a strategy for the future.
18
Relative Changes In Research And Development Expense
The $92,457 (99%) and $159,306 (51%) decreases in research and development expense for our three-month and nine-month interim periods ended September 30, 2002, respectively, over the corresponding interim periods in fiscal 2001 were principally attributable to a decrease in research and development staff.
Depletion and Impairment Of Oil And Natural Gas Properties
The depletion and impairment of oil and natural gas properties for the three month period ended September 30, 2002 has decreased by $130,021 (73%) from the corresponding period in 2001. The 2001 amount related to an impairment write down as there was no production during the period. The expense for the three month period ended September 30, 2002 relates to depletion, as there was no ceiling test write down in this quarter. Furthermore, the producing Canadian properties were all sold at the end of the second quarter of 2002.
For the nine month period ended September 30, 2002 there was a $159,516 (74%) increase in depletion and impairment expense. This was the result of ceiling test write downs during the second quarter of 2002 of $263,000 and depletion expense, as the wells came on production in 2002.
Relative Changes In Amortization and Depreciation
The $5,175 (7%) and $90,732 (40%) decreases in amortization and depreciation for our three-month and nine-month interim periods ended September 30, 2002, respectively, over the corresponding interim periods in fiscal 2001, were primarily attributable to the sale of one aircraft. The remaining aircraft and flight equipment held for sale in 2002 are not being depreciated.
Relative Changes In Survey Support Expense
The $81,743 (73%) and $112,189 (49%) decreases in survey support expense for our three-month and nine-month interim periods ended September 30, 2002, respectively, over the corresponding interim periods in fiscal 2001, were primarily attributable to a decrease in survey activity as we reduced our costs.
Relative Changes In Survey Operations And Data Analysis Expense
The $31,898 (97%) and $94,050 (89%) decreases in our survey and data analysis expense for our three-month and nine-month interim periods ended September 30, 2002 over the corresponding interim periods in fiscal 2001 were primarily attributable to a reduction in SFD survey and interpretation activities due to our efforts to reduce operating costs.
Relative Changes In Administrative Expense
The administrative expenses increased in the three month period ended September 30, 2002 over the corresponding period in 2001 by $20,308 (6%). This increase was due to costs incurred to reduce staff levels in an effort to cut costs. The $137,049 (13%) increase in administrative costs for the nine month period end September 30, 2002 over the corresponding period in 2001 was the result of costs such as staff termination payments associated with the cost cutting efforts in 2002.
Other Items
Interest Income
We earned $5,154 and $27,393 in interest income for our three-month and nine-month interim periods ended September 30, 2002, respectively, as compared to $9,836 and $72,815 for the corresponding interim periods in fiscal 2001. The decrease in interest income for our three-month and nine-month interim periods ended September 30, 2002 were attributable to lower cash balances as a result of our use of available cash for operational and capital requirements.
19
Interest Expense
We incurred $Nil and $70,974 in interest expense for our three-month and nine-month interim periods ended September 30, 2002, respectively, as compared to $37,920 and $115,329 for the corresponding interim periods in fiscal 2001. The interest related to the loan collateralized by an aircraft. The aircraft was sold and the loan was repaid during the second quarter of 2002. Previously deferred debt issuance costs associated with the financing of the aircraft has been expensed.
Comprehensive Gains And Losses
The foreign currency loss of $93,142 for the three month period ended September 30, 2002 compared to a loss of $116,258 for the same period in 2001.
The foreign currency gain of $18,584 for the nine month period ended September 30, 2002 compares to a loss of $131,709 for the same period in 2001. Comprehensive gains or losses arise on consolidation of our accounting records for financial reporting purposes as a result of the fluctuation in United States-Canadian currency exchange rates during the period.
Relationships And Transactions On Terms That Would Not Be Available From Clearly Independent Third Parties
We have not entered into any transactions during our nine-month interim period ended September 30, 2002 with any parties that are not clearly independent on terms that might not be available from other clearly independent third parties.
Liquidity And Capital Resources
Sources Of Cash
Our major source of cash flow from September, 2001 to September 30, 2002 was a private placement of 3,803,684 common shares for total gross proceeds of $4,447,919 which closed in September 2001.
Current Cash Position And Historical Changes In Cash Position
Our cash position as of September 30, 2002 was $566,805, as compared to $2,994,608 as of December 31, 2001.
The $1,287,121 decrease in our cash position for our three-month period ended September 30, 2002 was attributable to $792,447 in cash used in operating activities, $401,532 in cash used in investing activities and a $93,142 comprehensive loss due to the effects of exchange rate changes.
The $2,427,803 decrease in our cash position for our nine-month period ended September 30, 2002 was attributable to $2,205,304 in cash used in operating activities, $1,294,053 in cash generated through investing activities, $1,535,136 in cash used in financing activities and a $18,584 comprehensive gain due to the effect of exchange rate changes. The $168,640 increase in our cash position for our nine-month period ended September 30, 2001 was attributable to $4,313,646 in cash provided by financing activities, $2,053,745 in cash used in operating activities, $1,959,552 in cash used in investing activities, and a $131,709 comprehensive loss due to the effect of exchange rate changes.
Our operating activities required cash in the amount of $2,205,304 for our nine-month period ended September 30, 2002. This reflected our 2002 net loss of $2,022,457 adjusted for non-cash items. The $2,053,745 of cash used in operating activities for our nine-month period ended September 30, 2001 reflected our net loss of $2,211,144, adjusted for non-cash items.
We used $1,535,136 in cash from financing activities for our nine-month period ended September 30, 2002 to settle in full the asset-based loan collateralized by our Piaggio P180 Avanti aircraft. The $4,313,646 of cash generated from financing activities for our nine-month period ended September 30, 2001 was due primarily to the share issue in September 2001.
For the nine month period ended September 30, 2002 investing activities generated cash of $1,294,053 which consisted of proceeds on sale of an airplane of $2,587,434 partially offset by oil and gas related expenditures of $1,479,670.
In the same period in 2001, the cash used in investing activities was $1,959,552 which consisted of oil and gas expenditures of $2,542,545, less related cash inflows adjustments of $505,833 related to working capital items.
20
Plan Of Operation And Prospective Capital Requirements
The SFD technology has been proven effective on various applications. We are now looking at areas and opportunities where SFD would be most effective, such as large relatively unexplored tracts of land. This will require capital resources which we expect to raise by selling certain non-core prospects. Meanwhile, we have taken steps to significantly cut-back our expenses relating to administration, exploration and research and development staffing, activities and operations from approximately $250,000 per month to approximately $70,000 to $75,000 per month going forward.
Based upon current rates and commodity prices, we anticipate monthly net production revenue going forward of approximately $40,000 per month. We believe we can maintain our current level of operations for approximately twelve to 18 months. We are currently evaluating the market for a number of our prospects which are not core to the SFD programs and we may sell some properties to raise capital to enable us to develop our most attractive prospects.
We can give no assurance that we can generate sufficient revenues to cover our operating or other exploration costs. Our inability to raise sufficient additional working capital in the longer-term would likely force us to suspend our operations, and possibly even liquidate our assets and wind-up and dissolve our company.
Foreign Exchange
We may, in consolidating our accounting records for financial reporting purposes in any period, record a foreign exchange gain or loss during that period as a result of the fluctuation in United States-Canadian currency exchange rates. Our exposure to significant foreign currency gains or losses on our accounting records will increase to the extent we invest a greater portion of our United States-dollar denominated cash reserves into our Canadian operations and properties through intercompany advancements. We cannot give you any assurance that our future operating results will not be adversely affected by currency exchange rate fluctuations.
Effect Of Inflation
We do not believe that our operating results were unduly affected during the first nine months of fiscal 2002 or fiscal 2001 by inflation or changing prices.
Critical Accounting Policies
We follow the full cost method of accounting for oil and natural gas properties and equipment whereby we capitalize all costs relating to our acquisition of, exploration for and development of oil and natural gas reserves. Our consolidated financial condition and results of operations are sensitive to, and may be adversely affected by, a number of subjective or complex judgments relating to methods, assumptions or estimates required under the full cost method of accounting concerning the effect of matters that are inherently uncertain. For example:
- Capitalized costs under the full cost method of accounting are generally depleted and depreciated on a country-by-country cost center basis using the unit-of-production method, based on estimated proved oil and gas reserves as determined by independent engineers, where significant. In addition, capital costs in each cost center are also restricted from exceeding the sum of the present value of the estimated discounted future net revenues of those properties, plus the cost or estimated fair value of unproved properties (the "ceiling test"). Should this comparison indicate an excess carrying value, a write-down would be recorded. In making these accounting determinations, we rely in part upon a reserve report prepared by independent engineers specifically engaged for this purpose. To economically evaluate our proved oil and natural gas reserves, these independent engineers must necessarily make a number of assumptions, estimates and judgments that they believe to be reasonable based upon their expe rtise and professional and SEC guidelines. Were the independent engineers to use differing assumptions, estimates and judgments, then our consolidated financial condition and results of operations would be affected. For example, we would have higher net profits (or lower net losses) in the event the revised assumptions, estimates and judgments resulted in higher reserve estimates, since our depletion and depreciation rate would then be lower. Similarly, we would have lower net profits (or higher net losses) in the event the revised assumptions, estimates and judgments resulted in lower reserves since this may cause write-downs under the ceiling test and increases in depletion and depreciation rates.
21
- Our management also periodically assesses the carrying values of unproved properties to ascertain whether any impairment in value has occurred. This assessment typically includes a determination of potential sales proceeds for similar leases in similar areas, and independent appraisal where warranted. Impairment is recorded if this assessment indicates the future potential net cash flows are less than the capitalized costs. Were our management to use differing assumptions, estimates and judgments, then our consolidated financial condition and results of operations would be affected. For example, we would have lower net profits (or higher net losses) in the event the revised assumptions, estimates and judgments resulted in increased impairment expense.
For a more complete description of the full cost method of accounting for oil and natural gas properties and equipment, see that section in explanatory note 2 to our consolidated financial statements included with this quarterly report captioned "Oil And Natural Gas Properties".
Recent Accounting Pronouncements
In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations". SFAS No. 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. NXT is required to adopt the provisions of SFAS No. 143 on January 1, 2003. NXT is currently evaluating the impact that the adoption of SFAS No. 143 will have on our consolidated financial condition and results of operations. We expect that there will be a small increase in our liabilities to recognize the fair value of restoration costs with respect to our oil and natural gas properties, with a commensurate increase in the capitalized cost of those assets and a resultant increase in amortization and depreciation expense associated with those in creased capitalized costs.
In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", which supercedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of", and provides a single accounting model for the assessment for impairment of long-lived assets. We adopted the provisions of SFAS No. 144 on January 1, 2002. The effect of adopting this standard is not material to these consolidated financial statements.
Management
Our success is dependent upon the continuing efforts of Mr. George Liszicasz, the inventor of the SFD technology and our Chief Executive Officer, who is responsible for the SFD technology and SFD interpretation activities. The loss of Mr. Liszicasz would likely have a material adverse effect on our business, consolidated financial condition and results of operations. While we have entered into an employment and non-competition agreement with Mr. Liszicasz, he nevertheless cannot be prevented from leaving NXT so long as he does not employ SFD technology for oil and natural gas exploration purposes. We also do not carry key person life insurance policies on Mr. Liszicasz.
In addition, our President, Chief Financial Officer, and Vice President of Exploration (U.S.) left our company earlier in the year leaving these positions vacant. Our success will depend to a significant extent on our ability to engage one or more qualified oil and gas professionals to replace these executives. Although we are currently engaged in discussions with qualified candidates to fill these executive positions, we can give you no assurance that these positions will be satisfactorily filled. Our inability to fill these positions could have a material adverse effect on our business, consolidated financial condition and results of operations.
Item 3. Quantitative And Qualitative Disclosure About Market Risk
Not Applicable.
22
Item 4. Controls And Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Within 90 days prior to the date of this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon the foregoing, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures are effective in connection with the filing of this Quarterly Report on Form 10-Q for the quarter ended September 30, 2002.
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, including any significant deficiencies or material weaknesses of internal controls that would require corrective action.
PART II
Item 1 - Legal Proceedings
As of the date of this quarterly report, there are no material pending legal or governmental proceedings relating to our company or properties to which we are a party, or to our knowledge any proceeding of this nature which are being contemplated or threatened; and to our knowledge, no material proceedings to which any of our directors, executive officers or affiliates are a party adverse to us or which have a material interest adverse to us.
Item 2 - Changes In Securities And Use Of Proceeds
Item 3 - Defaults Upon Senior Securities
Item 4 - Submission Of Matters To A Vote Of Security Holders
The annual meeting of Shareholders was held on September 20, 2002, at which the following items were voted upon:
1.The following directors were elected to the Board of Directors to hold such position until the next annual meeting of the shareholders or until their successor is duly elected and qualified:
Voting Results |
For |
Against |
Abstain |
Donald Foulkes |
9,685,222 |
0 |
11,500 |
Dennis R. Hunter |
9,685,222 |
0 |
11,500 |
George Liszicasz |
9,672,822 |
12,400 |
11,500 |
Douglas Rowe |
9,685,222 |
0 |
11,500 |
Robert Van Caneghan |
9,685,222 |
0 |
11,500 |
2. The 2000 Pinnacle Oil International, Inc. Directors' Stock Option Plan was approved and adopted. Under this plan, the Compensation Committee, acting as the plan administrator, is authorized to issue up to 400,000 shares of our common stock. The plan does not mandate a formula for the pricing of options, however, the Compensation Committee has recently adopted a standard for the granting of options. Generally, all options vest over a three-year period in thirds with each third vesting on the first through third anniversary of the grant. All unexercised options expire on the five anniversary of the grant. The exercise price of the option is generally priced at the closing price of our common stock on the date of grant.
23
Voting Results |
For |
Against |
Abstain |
9,562,251 |
124,091 |
10,380 |
3. The shareholders ratified the appointment of Deloitte & Touche LLP as our auditors, who have been our auditors since July 9, 2002.
Voting Results |
For |
Against |
Abstain |
|
9,693,522 |
2,000 |
1,200 |
Item 5 - Other Information
Item 6 - Exhibits And Reports On form 8-K
a) Exhibits
Exhibit No. |
Description |
3.18 |
Amended By-laws of Energy Exploration Technologies, Inc. Amended September 20, 2002 |
99.1 |
b) Reports on Form 8-K
i) Form 8-K filed on July 12, 2002 reporting a change in independent auditors and the resignations of two board members.
ii) Amended Form 8-K filed on July 22, 2002 reporting a change in independent auditors and the resignation of two board members.
Signature
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this quarterly report on form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated at Calgary, Alberta, this 14th day of November, 2002.
|
Energy Exploration Technologies |
|
|
|
|
|
By: |
/s/ George Liszicasz |
25
SECTION 302 CERTIFICATION
I, George Liszicasz, certify that:
1. I have reviewed this quarterly report of Energy Exploration Technologies, Inc.
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statement, and other financial information included in this quarterly 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 quarterly report;
4. As the registrant's sole certifying officer I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which the quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on my evaluation of the Evaluation Date;
5. As the registrant's sole certifying officer I have disclosed, based on my most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function);
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weakness in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls, and
6. As the registrant's sole certifying officer I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of my most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: November 14, 2002 |
By: |
/s/ GEORGE LISZICASZ Name: George Liszicasz Title: Chief Executive Officer and interim Chief Financial Officer (Principal Executive and Accounting Officer) |
26
BYLAWS
OF
ENERGY EXPLORATION TECHNOLOGIES, INC.
A Nevada Corporation
As amended by a board of directors resolution on September 20, 2002
ARTICLE I
OFFICES
Section 1.01 PRICIPAL EXECUTIVE OR BUSINESS OFFICES. The board of directors shall designate the location of the principal executive office of the Corporation at any place within or without the State of Nevada. The location of the principal executive office may be changed by the board of directors.
Section 1.02 OTHER OFFICES. Branch or subordinate offices may be established at any time and at any place by the board of directors.
Section 1.03 REGISTERED OFFICE AND AGENT. The registered agent for the Corporation shall be located within the State of Nevada and shall be designated by the board of directors, who may change the registered agent from time to time as they see fit. The registered agent shall have a street address for the service of process, and such street address is the registered office of the Corporation in the State of Nevada.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 2.01 ANNUAL MEETINGS. Meetings of shareholders of the Corporation shall be held at any place within or without the State of Nevada as designated by the board of directors or, in the absence of any designation, shall be held at the corporation's principal executive office. The annual meeting of shareholders shall be held each year on a date and at a time designated by the board of directors. The date so designated shall be within seven (7) months after the end of the corporation's fiscal year, and within fifteen (15) months after the last annual meeting of the shareholders has taken place. At each annual meeting, directors shall be elected and any other proper business within the power and authority of the shareholders may be transacted.
Section 2.02 SPECIAL MEETINGS. Special meetings of the shareholders may be called at any time by either the board of directors, by the chairman of the board, by the President, or by the majority of directors. Written notice of such meeting stating the place, date and hour of the meeting, the purpose or purposes for which it is called, and the name of the person by whom or at whose direction the meeting is called shall be given. The notice shall be given to each shareholder of record in the same manner as the notice of the annual meeting. No business other than as specified in the notice of the meeting shall be transacted at any such special meeting.
Section 2.03 NOTICE OF SHAREHOLDERS MEETINGS. Notice of the meeting shall be in writing and signed by the President or a Vice President, or Secretary, or an Assistant Secretary, or by such other natural person or persons as these by-laws may prescribe or permit or the directors of the Corporation may designate. The notice shall state the purpose or purposes for which the meeting is called and the time when, and the place, which may be within or without the State of Nevada, where it is to be held. A copy of the notice shall be delivered personally or mailed postage prepaid to each shareholder of record entitled to vote at the meeting not less than ten (10) days nor more than sixty (60) days before the meeting. If mailed, the notice shall be directed to the shareholder at his address as it appears upon the records of the Corporation, and upon the mailing of any such notice the service thereof is complete, and the time of the notice begins to run from the date upon which the notice is deposited in the mail for transmission to the shareholder. Personal delivery of any such notice to any officer of the Corporation constitutes delivery of the notice to the Corporation. Any shareholder of the Corporation may waive notice of any meeting by a writing signed by him, or his duly authorized attorney, either before or after the meeting.
Section 2.04 PLACE OF MEETING. The board of directors may designate any place either within or without the State of Nevada, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. A waiver of notice in writing signed by all shareholders entitled to vote at a meeting may designate any place, either within or without the State of Nevada, as the place for the holding of such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal executive office of the Corporation.
Section 2.05 QUORUM. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. At a meeting resumed after any adjournment at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment notwithstanding the withdrawal of shareholders in such number that less than a quorum remain.
Section 2.06 RECORD DATE FOR SHAREHOLDER NOTICE
(a) For purposes of determining the shareholders entitled to receive notice of a vote at a shareholders' meeting or give written consent to corporate action without a meeting, the board of directors may fix in advance a record date that is not more than sixty (60) days before the date of a shareholders' meeting, or not more than sixty (60) days before any other action.
(b) If no record date is fixed:
(i) The record date for determining shareholders entitled to receive notice and vote at a shareholders' meeting shall be the business day next preceding the day on which notice is given, or if notice is waived as provided in Section 2.03 of this Article II, the business day next preceding the day on which the meeting is held;
(ii) The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, if no prior action has been taken by the board of directors, shall be the day on which the first written consent is given; and
(iii) The record date for determining shareholders for any other purpose shall be as set forth in Section 2.06(a) of this Article II of these bylaws.
(c) The directors of the Corporation may prescribe a period not exceeding sixty (60) days before any meeting of the shareholders during which no transfer of stock on the books of the Corporation may be made, or may fix a day not more than sixty (60) days before the holding of any such meetings as the day as of which shareholders entitled to notice of and to vote at such meetings must be determined. Only shareholders of record on that day are entitled to notice or to vote at such meeting.
(d) A determination of shareholders of record entitled to receive notice of and vote at a shareholders meeting shall apply to any adjournment of the meeting unless the board of directors fixes a new record date for the adjourned meeting. The board of directors shall fix a new record date if the adjournment is to a date more than forty-five (45) days after the date set for the original meeting.
(e) Only shareholders of record on the Corporation's books at the close of business on the record date shall be entitled to any of the notice and voting rights listed in subsection (a) of this Section 2.06, notwithstanding any transfer of shares on the Corporation's books after the record date except as otherwise required by law.
Section 2.07 PROXIES. Every shareholder entitled to vote for directors or on any other matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by that shareholder and filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after six (6) months from the date of its execution, unless it is coupled with an interest, or unless otherwise specified by the shareholder in the proxy, although the length of time may not exceed seven (7) years from the date of the proxy's execution.
A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it, before the vote pursuant to that proxy, by a writing delivered to the Corporation stating that the proxy is revoked, or by attendance at the meeting and voting in person by the shareholder executing the proxy or by a subsequent proxy executed by the same shareholder and presented at the meeting; or (ii) written notice of the death or incapacity of the maker of that proxy is received by the Corporation before the vote for which that proxy is counted.
Section 2.08 SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any action that could be taken at an annual or special meeting of the shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes which would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted.
Directors may be elected by written consent of the shareholders without a meeting only if written consent of all outstanding shares entitled to vote are obtained, except that vacancies on the board of directors (other than vacancies created by removal) not filled by the board of directors may be filled by the written consent of the holders of a majority of the outstanding shares entitled to vote.
All consents shall be filed with the Secretary of the Corporation and shall be maintained in the corporate records.
Section 2.09 INSPECTIONS OF ELECTION. Before any meeting of shareholders, the board of directors may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the chairman of the meeting may, and upon the request of any shareholder or a shareholder's proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall either be one (1) or three (3). If inspectors are appointed at a meeting upon the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If a person appointed as inspector fails to appear or fails or refuses to act, the chairman of the meeting may, and upon the request of any shareholder or a shareholder's proxy shall, appoint a different person to fill the vacancy.
An inspector shall: (i) determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies; (ii) receive votes, ballots, or consents; (iii) hear and determine all challenges and questions in any way arising in connection with the right to vote; (iv) count and tabulate all votes or consents; (v) determine when the polls shall close; (vi) determine the result; and (vii) do any other acts which may be necessary and proper to conduct the election or vote in a manner fair to all shareholders.
ARTICLE III
DIRECTORS
Section 3.01 POWERS. Subject to the provisions of the Nevada Revised Statutes and any limitations in the articles of incorporation and these bylaws relating to actions required to be approved by the shareholders or by the outstanding shares, the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised by or under the direction of the board of directors.
Section 3.02 NUMBER, TENURE AND QUALIFICATIONS. The number of directors of the Corporation shall be minimum of three (3) and a maximum of eleven (11). Until a different number within the forgoing limits is specified in an amendment to this Section 3.02 duly adopted by the directors or shareholders of the Corporation, the exact number of authorized directors shall be seven (7). Directors shall be elected at each annual meeting of the shareholders to hold office until the next annual meeting. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified. No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires. Directors need not be residents of the State of Nevada or shareholders of the Corporation.
Section 3.03 REGULAR MEETINGS. Regular or special meetings of the board of directors may be held at any location within or without the State of Nevada that has been designated from time to time by the board of directors. In the absence of such a designation, regular meetings shall be held at the principal executive office of the Corporation. Any meeting, regular or special, may be held by telephone conference or similar communications equipment, provided that all directors participating can hear and communicate with one another. Other regular meetings of the board of directors shall be held without call at times to be fixed by the board of directors. Such regular meetings may be held without notice. Immediately after each annual shareholders meeting, the board of directors shall hold an annual meeting at the same location, or at any other location that has been designated by the board of directors, to consider matters of organization, election of officers, and other business.
Section 3.04 SPECIAL MEETINGS. Special meetings of the board of directors may be called for any purpose or purposes at any time by the chairman of the board, the President, any Vice President, the Secretary, or any two (2) directors. Special meetings shall be held on forty-eight (48) hours notice delivered personally or by telephone or facsimile. Oral notice given personally or by telephone may be transmitted either to the director or to a person at the director's office who can reasonably be expected to communicate such notice promptly to the director. Written notice, if used, shall be addressed to each director at the address shown on the Corporation's records.
Section 3.05 QUORUM. A majority of the members of the board of directors shall constitute a quorum for the transaction of business. At any meeting at which every director shall be present, even though without any notice, any business may be transacted. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting. Whether or not a quorum is present, a majority of the directors present may adjourn any meeting to another time or location.
Section 3.06 MANNER OF ACTING. At all meetings of the board of directors, each director shall have one vote. The act of a majority present at a meeting shall be the act of the board of directors, provided a quorum is present.
Section 3.07 VACANCIES. A vacancy in the board of directors shall be deemed to exist in the case of death, resignation, or removal of any director, or if the authorized number of directors is increased, or if the shareholders fail, at any meeting of the shareholders at which any director is to be elected, to elect the full authorized number to be elected at that meeting. Any director's resignation shall be effective upon giving written notice of such to the chairman of the board, the President, the Secretary, or the board of directors, unless said notice specifies a later effective date. If the resignation is effective at a future time, the board of directors may elect a successor to take office when the resignation becomes effective. Except for a vacancy caused by the removal of a director, vacancies on the board of directors may be filled by a majority of the directors then in office, whether or not they constitute a quorum, or by a sole remaining director. A vacancy on the board of directors cau sed by the removal of a director may be filled only by the shareholders. The shareholders may elect a director at any time to fill a vacancy not filled by the board of directors. The term of office of a director elected to fill a vacancy shall run until the next annual meeting of the shareholders, and such director shall hold office until a successor is elected and qualified.
Section 3.08 REMOVALS. Directors may be removed at any time by vote of the shareholders representing not less than two-thirds (2/3) of the voting power of the issued and outstanding stock entitled to voting power. Such vacancy shall be filled by a majority of the remaining directors then in office, though less than a quorum, to hold office until the next annual meeting or until his successor is duly elected and qualified, except that any dictatorship to be filled by reason of removal by the shareholders may be filled by election by the shareholders at the meeting at which the director is removed. No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of his term of office.
Section 3.09 RESIGNATION. A director may resign at any time by delivering written notification thereof to the President or Secretary of the Corporation. Resignation shall become effective upon its acceptance by the board of directors; provided, however, that if the board of directors has not yet acted thereon within ten (10) days from the date of it's delivery, the resignation shall upon the tenth (10th) day be deemed accepted.
Section 3.10 PRESUMPTION OF ASSENT. A director of the Corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be presumed to have assented to such action unless: (i) his dissent shall be entered in the minutes of the meeting; (ii) he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof, or (iii) he shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
Section 3.11 FEES AND COMPENSATION OF DIRECTORS. Directors and members of committees of the board of directors may be compensated for their services, and shall be reimbursed for expenses, as fixed or determined by resolution of the board of directors. This Section 3.11 shall not be construed to preclude any director from serving the Corporation in any other capacity, as an officer, agent, employee, or otherwise, and receiving compensation for those services.
Section 3.12 ACTION WITHOUT A MEETING. Any action required or permitted to be taken by the board of directors or a committee thereof may be taken without a meeting if, before or after the action, all members of the board of directors or of the committee shall individually or collectively consent in writing to that action. Any action by written consent shall have the sane force and effect as a unanimous vote of the board of directors. All written consents shall be filed with the minutes of the proceedings of the board of directors or committee. Members of the board of directors or of any committee designated by the board may participate in a meeting of the board or committee by means of telephone conference or similar method of communication by which all persons participating in the meeting can hear each other. Participation in a meeting in this manner constitutes presence in person at the meeting.
Section 3.13 EXECUTIVE AND OTHER COMMITTEES OF THE BOARD. The board of directors may, by resolution adopted by a majority of the authorized number of directors, designate an executive committee or one or more other committees, each consisting of one or more directors. The board may designate one or more directors as alternate members of any committee, to replace any absent member at a committee meeting. The appointment of committee members or alternate members requires the vote of a majority of the authorized number of directors. A committee may be granted any or all of the powers and authority of the board of directors, to the extent provided in the resolution of the board of directors establishing the committee, expect with respect to:
(a) Approving any action for which the Nevada Revised Statutes also requires the approval of the shareholders or of the outstanding shares;
(b) Filling vacancies on the board of directors of any committee of the board;
(c) Fixing directors' compensation for serving on the board or a committee of the board of directors;
(d) Adopting, amending, or repealing bylaws;
(e) Amending or repealing any resolution of the board of directors which by its express terms is not amendable or cannot be repealed;
(f) Making distributions to shareholders, except at a rate or in a periodic amount or within a price range determined by the board of directors; or
(g) Appointing other committees of the board or their members.
Meetings and action of committees shall be governed by, and held and taken in accordance with, bylaw provisions applicable to meetings and actions of the board of directors.
ARTICLE IV
OFFICERS
Section 4.01 OFFICERS. The officers of the Corporation shall be the President, one or more Vice Presidents, a Secretary, and a Treasurer or Chief Financial Officer, each of whom shall be elected by a majority of the board of directors. In its discretion, the board of directors may leave unfilled, for any such period as it may determine, any office except those of President and Secretary. Officers may or may not be directors or shareholders of the Corporation.
Section 4.02 ELECTION OF OFFICERS. The officers of the Corporation, except for subordinate officers appointed in accordance with this Section, shall be appointed by the board of directors, and shall be served at the pleasure of the board of directors. The board of directors may appoint, and may empower the chief executive officer to appoint, other officers as required by the business of the Corporation whose duties shall be provided in the bylaws, or shall be determined from time to time by the board of directors or the President.
Section 4.03 REMOVAL AND RESIGNATION OF OFFICERS. Any officer chosen by the board of directors may be removed at any time, with or without cause or notice, by the board of directors. Subordinate officers appointed by persons other than the board under Section 4.02 of this Article IV may be removed at any time, with or without cause or notice, by the board of directors or by the officer by whom appointed. Any officer may resign at any time by giving written notice, by the board of directors or by the officer by whom appointed. Any officer may resign at any time by giving written notice to the Corporation. Resignations shall take effect upon the date of receipt of such written notice, unless a later time is specified in the notice. Unless otherwise specified in the notice, acceptance of the resignation is not necessary to make it effective.
Section 4.04 VACANCIES IN OFFICE. A vacancy in any office resulting from an officer's death, resignation, removal, disqualification, because a new office shall be created, or from any other cause shall be filled by the board of directors.
Section 4.05 CHAIRMAN OF THE BOARD. The board of directors shall elect a chairman who shall preside, if present, at board meetings and shall exercise and perform such other powers and duties as may be assigned from time to time by the board of directors.
Section 4.06 CHIEF EXECUTIVE OFFICER. The chief executive officer shall have general supervision, direction, and control over the Corporation's business an its officers.
Section 4.07 PRESIDENT. The President shall have supervision over the day to day business operations of the Corporation.
Section 4.08 VICE PRESIDENT. If desired, one or more Vice Presidents may be chosen by the board of directors in accordance with the provisions for electing officers set forth in Section 4.02 of this Article IV. In the absence or disability of the President, the President's duties and responsibilities shall be carried out by the Vice President. When so acting, a Vice President shall have all the powers of and be subject to all the restrictions on the President. Vice Presidents of the Corporation shall have such other powers and perform such other duties as prescribed from time to time by the board of directors, the bylaws, or the President (or chairman of the board if there is not a President).
Section 4.09 SECRETARY.
(a) Minutes. The Secretary shall be present at all shareholders' meetings and all board meetings and shall take the minutes of such meetings. If the Secretary is unable to be present at such meeting, the presiding officer of the meeting shall designate another person to take the minutes of the meeting.
The Secretary shall keep or cause to be kept, at the principal executive office or such other place as designated by the board of directors, a book of minutes of all minutes of all meetings and actions of the shareholders, of the board of directors, and of the committees of the board of directors. The minutes of each meeting shall state the date, time and place where the meeting was held; the purpose(s) for which the meeting was called; whether it was regular or special; if special, how it was called or authorized; the names of directors present at the board or committee meetings; the number of shares present or represented at shareholders' meetings; and an accurate amount of the proceedings.
(b) Record of Shareholders. The Secretary shall keep, or cause to be kept, at the principal executive office or at the office of the Corporation's transfer agent or registrar, a record or duplicate record of shareholders. This record shall show the names of all shareholders and their addresses, the number of classes of shares held by each, the number and date of the share certificates issued to each shareholder, and the number and date of cancellation of any certificates surrendered for cancellation.
(c) Notice of Meeting. The Secretary shall give notice, or cause notice to be given, of all shareholders' meetings, board of directors meetings, and meetings of committees of the board of directors for which notice is required by statute or by these bylaws. If the Secretary or other person authorized by the Secretary to give notice fails to act, notice of any meeting may be given by any other officer of the Corporation.
(d) Other Duties. The Secretary shall keep the seal of the Corporation, if any, in safe custody. The Secretary shall have such other powers and perform such other duties as prescribed by the board of directors or by these bylaws.
Section 4.10 CHIEF FINANCIAL OFFICER. The Treasurer or Chief Financial Officer shall keep adequate and correct books and records of accounts of the propertied and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and shares. The books of account shall be open to inspection by any director at all reasonable times.
The Chief Financial Officers shall (i) deposit corporate funds and other valuables in the Corporation's name and to its credit with depositaries designated by the board of directors; (ii) make disbursements of corporate funds as authorized by the board of directors; (iii) render a statement of the Corporation's financial condition and an account of all transactions conducted as chief financial officer whenever requested by the President or the board of directors; and (iv) have other powers and perform other duties as prescribed by the board of directors or these bylaws.
Section 4.11 OTHER OFFICERS. Other officers shall perform such duties and have such powers as may be assigned to them by the board of directors.
ARTICLE V
GENERAL CORPORATE MATTERS
Section 5.01 AUTHORIZED SIGNATORIS FOR CHECK. All checks, drafts, other orders for payment of money, notes, or other evidence of indebtedness issued in the name of or payable to the Corporation shall be signed or endorsed by such person or persons in such manner authorized from time to time by resolution of the board of directors.
Section 5.02 EXECUTIVE CORPORATE CONTRACTS AND INSTRUMENTS. Except as otherwise provided in the articles of incorporation or in these bylaws, the board of directors by resolution may authorize any officer, officers, agents, or agents to enter into any contract or to execute any instrument in the name of and on behalf of the Corporation. This authority may be general or it may be confined to one or more specific matters. No officer, agent, employee, or other person purporting to act on behalf of the Corporation shall have any power or authority to bind the Corporation in any way, to pledge the Corporation's credit, or to render the Corporation liable for any purpose or in any amount, unless that person was acting with authority duly granted by the board of directors as provided in these bylaws, or unless an unauthorized act was later ratified by the Corporation.
Section 5.03 CERTIFICATES FOR SHARES. A certificate or certificates for share of the capital stock of the Corporation shall be issued to each shareholder when the shares are fully paid. All certificates shall certify the number of shares and the class or series of shares represented by the certificate. All certificates shall be signed in the name of the Corporation by (i) either the chairman of the board of directors, the vice chairman of the board of directors, the President, or any Vice President, and (ii) either the chief executive officer, any assistant treasurer, the Secretary, or any Assistant Secretary.
ARTICLE VI
CAPITAL STOCK
Section 6.01 TRANSFER OF SHARES. Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.
Section 6.02 TRANSFER AGENT AND REGISTRAR. The board of directors shall have power to appoint one or more transfer agents and/or registrars for the transfer and/or registration of certificates of stock of any class, and may require that the stock certificates shall be countersigned and/or registered by one or more of such transfer agents and/or registrars.
Section 6.03 LOST OR DESTROYED CERTIFICATES. The Corporation may issue a new certificate to replace any certificate theretofore issued by it alleged to have been lost or destroyed. The board of directors may require the owner of such certificates or his legal representative to give the Corporation a bond in such sum and with such sureties as the board of directors may direct to indemnify the Corporation as transfer agents and registrars, if any, against claims that may be made on account of the issuance of such new certificates. A new certificate may be issued without requiring any bond.
Section 6.04 CONSIDERATION FOR SHARES. The capital stock of the Corporation shall be issued for such consideration, but not less than the par value thereof, as shall be fixed from time to time by the board of directors. In the absence of fraud, the determination of the board of directors as to the adequacy of the consideration received in full or partial payment for shares shall be conclusive.
Section 6.05 REGISTERED SHAREHOLDERS. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder thereof, in fact, and shall not be bound to recognize any equitable or other claim to or on behalf of this Corporation, or any of the rights and powers incident to the ownership of such stock at any such meeting, and shall have power and authority to execute and deliver proxies and consents on behalf of this Corporation in connection with the exercise by this Corporation of the rights and powers incident to the ownership of such stock.
ARTICLE VII
INDEMNIFICATION
Section 7.01 INDEMNIFICATION. No officer or director shall be personally liable for any obligations of the Corporation or for any duties or obligations arising out of any acts or conduct of said officer or director performed for or on behalf of the Corporation. The Corporation shall and does hereby indemnify and hold harmless each person and his heirs, executors and administrators who shall serve at any time hereafter as a director or officer of the Corporation from and against any and all claims, judgments and liabilities to which such persons shall become subject by reason of his having heretofore or hereafter been a director or officer of the Corporation, or by reason of any action alleged to have been heretofore or hereafter taken or omitted to have been taken by him as such director or officer, to the fullest extent permitted under statute, as may be amended from time to time, and case law, and shall reimburse such person for all legal and other expenses reasonably incurred by him in connection w ith any such claim or liability, including power to defend such person from all suits or claims as provided for under the provisions of the Nevada Revised Statutes; provided, however, that no such person shall be indemnified against, or be reimbursed for, any expenses incurred in connection with any claim or liability arising out of his bad faith or willful misconduct. The rights accruing to any person under the foregoing provisions of this section shall not exclude any other right to which he may lawfully be entitled, nor shall anything herein contained restrict the right of the Corporation to indemnify or reimburse such person in any proper case, even though not specifically herein provided for.
Section 7.02 OTHER INDEMNIFICATION. The indemnification herein provided shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, agent or employee, and shall inure to the benefit of the heirs, executors and administrators of such person.
Section 7.03 INSURANCE. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, in order to indemnify such person against liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against liability under the provisions of this Article VII.
Section 7.04 SETTLEMENT BY THE CORPORATION. The right of any person to be indemnified shall be subject always to the right of the Corporation by its board of directors, in lieu of such indemnity, to settle any such claim, action, suit or proceeding at the expense of the Corporation by the payment of the amount of such settlement and the costs and expenses incurred in connection therewith.
ARTICLE VII
WAIVER OF NOTICE
Whenever any notice is required to be given to any shareholder or director of the Corporation under the provisions of these bylaws, or under the provisions of the articles of incorporation, or under the provisions of the Nevada Revised Statutes, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance at any meeting shall constitute a waiver of notice of such meetings, except where attendance is for the express purpose of objecting to the validity of the meeting.
ARTICLE IX
AMENDMENTS
These bylaws may be altered, amended, repealed, or new bylaws adopted by a majority of the entire board of directors at any regular or special meeting. Any bylaw adopted by the board may be repealed or changed by action of the shareholders.
ARTICLE X
FISCAL YEAR
The fiscal year of the Corporation shall be fixed and may be varied by resolution of the board of directors.
ARTICLE XI
DIVIDENDS
The board of directors may, at any regular or special meeting as they deem advisable, declare dividends payable out of capital surplus of the Corporation.
|
/s/ GEORGE LISZICASZ |
|
/s/ SCOTT SCHRAMMAR |
Exhibit 99.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Energy Exploration Technologies (the "Company") on Form 10-Q for the period ended September 30, 2002 as filed with the Securities and Exchange Commission on the date here of (the "Report"), I, George Liszicasz, Chief Executive Officer and interim Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 14, 2002 |
By: |
/s/ GEORGE LISZICASZ Name: George Liszicasz Title: Chief Executive Officer and interim Chief Financial Officer (Principal Executive and Accounting Officer) |