-----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, VtkbwNaxMCmYq91TjM0zMUhCrUPx7fq5xNyevGb02ivx7BAhrgFxHTAj/uaDYNX0 XueXbSvQktb1DPfuMJj35Q== 0001137171-03-000599.txt : 20031114 0001137171-03-000599.hdr.sgml : 20031114 20031114105229 ACCESSION NUMBER: 0001137171-03-000599 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20030930 FILED AS OF DATE: 20031114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENERGY EXPLORATION TECHNOLOGIES / CENTRAL INDEX KEY: 0001009922 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 611126904 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-24027 FILM NUMBER: 031001092 BUSINESS ADDRESS: STREET 1: 840 SEVENTH AVENUE SW STREET 2: SUITE 700 CITY: CALGARY ALBE T2P 3G2 STATE: A2 ZIP: 99204 BUSINESS PHONE: 403-264-7020 MAIL ADDRESS: STREET 1: 840 SEVENTH AVE SW STREET 2: SUITE 700 CITY: CALGARY ALBE T2P3G2 STATE: A2 ZIP: 90035 FORMER COMPANY: FORMER CONFORMED NAME: PINNACLE OIL INTERNATIONAL INC DATE OF NAME CHANGE: 20000626 FORMER COMPANY: FORMER CONFORMED NAME: ENERGY EXPLORATION TECHNOLOGIES DATE OF NAME CHANGE: 20000616 10-Q 1 energyexploration.htm Filed By Filing Services Canada Inc. 403-717-3898


As filed with the Securities and Exchange Commission on November 14, 2003.



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



FORM 10-Q



(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, 2003; 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.
(Exact name of registrant as specified in its charter)



Alberta, Canada
(State or other jurisdiction of
incorporation or organization)

 

N/A
(I.R.S. Employer
Identification No.)



840 7th Avenue S.W., Suite 700, Calgary, Alberta, Canada T2P 3G2
(Address of principal executive offices) (Zip Code)



(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:


19,056,152 common shares   as of November 13, 2003











ENERGY EXPLORATION TECHNOLOGIES

INDEX TO THE FORM 10-Q

For the quarterly period ended September 30, 2003


   

PAGE

    

PART I

FINANCIAL INFORMATION

3

 

ITEM 1.

FINANCIAL STATEMENTS

3

 


Consolidated Balance Sheets

3

 


Consolidated Statements of Loss and Comprehensive Loss

4

 


Consolidated Statements of Shareholders’ Equity

5

 


Consolidated Statements of Cash Flows

6

 


Notes to the Consolidated Financial Statements

7

 

ITEM 2.



MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

18

 

ITEM 3.


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

23

 

ITEM 4.

CONTROLS AND PROCEDURES

24

PART II

OTHER INFORMATION

24

 

ITEM 1.

LEGAL PROCEEDINGS

24

 

ITEM 2.

CHANGES IN SECURITIES AND USE OF PROCEEDS

25

 

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

25

 

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

25

 

ITEM 5.

OTHER INFORMATION

25

 

ITEM 6.

EXHIBITS AND REPORTS ON FORM 8-K

25

 


SIGNATURE

28

  

CERTIFICATION

29






-2-





ITEM 1 -    FINANCIAL INFORMATION


ENERGY EXPLORATION TECHNOLOGIES

CONSOLIDATED BALANCE SHEETS

(expressed in U.S. dollars)


 

September 30, 2003

December 31,

2002

 

(unaudited)

 

ASSETS

  

Current assets:

  
 

Cash and cash equivalents

$          1,009,289

$               585,070

 

Accounts receivable

145,231

328,174

 

Due from officers and employees

2,006

5,004

 

Prepaid expenses and other

63,767

73,315

 

Note receivable from officer [note 4]

41,644

34,212

 

 1,261,937

1,025,775

   

Aircraft and flight equipment held for sale [notes  and ]

-

22,985

Oil and natural gas properties, on the basis of full cost accounting,

  
 

net of depletion and impairments [notes  and ]

1,957,795

2,763,919

Other property and equipment, net of accumulated depreciation,

  
 

amortization and impairment [notes  and ]

208,545

206,146

 

$          3,428,277

$            4,018,825

LIABILITIES AND SHAREHOLDERS' EQUITY

  

Current liabilities:

  
 

Trade payables

$            164,963

$                  68,555

 

Wages and employee benefits payable

10,587

5,738

 

Other accrued liabilities

26,774

74,740

 

202,324

149,033

   

Contingencies, continuing operations and commitments [notes 1 and 12]

-   

-   

Shareholders' equity:

  
 

Series 'A' convertible preferred stock; par value $0.001 per share:

  
  

liquidation preference $7.50 per share

  
  

800,000 shares authorized 

  
  

Nil shares issued as of September 30, 2003 and

 

 
  

800,000 shares issued as of December 31, 2002 [note 9]

-   

800

 

Common stock, par value $0.001 per share:

  
  

50,000,000 shares authorized; 18,846,153 shares issued as of

  
  

September 30, 2003 and 16,971,153 shares issued as of December 31, 2002

18,846

16,971

 

Additional paid-in capital

24,193,543

24,077,655

 

Accumulated deficit

(21,112,785)

(20,041,865)

 

Accumulated other comprehensive income (loss)

126,349

              (183,769)

   

3,225,953

            3,869,792

   

$          3,428,277

$            4,018,825


The accompanying notes to consolidated financial statements
are an integral part of these consolidated balance sheets


-3-



ENERGY EXPLORATION TECHNOLOGIES

CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

(unaudited)   (expressed in U.S. dollars)


  

Three months ended
September 30,

Nine months ended September 30,

  

2003

2002

2003

2002

  

(unaudited)

Revenues:

    
 

Oil and natural gas revenue

$                  -

$           6,500

$               -

$         75,439

Operating expenses:

    
 

Oil and natural gas operating expenses

-

-

-

8,533

 

Administrative [note 13]

451,226

348,722

1,074,911

1,139,624

 

Depletion and impairment of oil and natural         gas properties [notes 2 and 6]

-

(880)

59,973

201,714

 

Amortization and depreciation [notes 2 and 7]

15,160

71,166

43,365

138,626

 

Research and development [note 2]

-

179

716

142,822

 

Survey operations and support [note 2]

19,083

292

63,906

41

  

485,469

419,479

1,242,871

1,631,360

      

Operating loss from continuing operations

(485,469)

(412,979)

(1,242,871)

(1,555,921)

      

Other income (expense)

3,750

44,892

5,629

130,401

      
      

Net loss for the period from continuing operations

(481,719)

(368,087)

(1,237,242)

(1,425,520)

Income (loss) from discontinued operations [note 3]

(26,660)

(71,119)

166,322

(596,937)

Net loss for the period

(508,379)

(439,206)

(1,070,920)

(2,022,457)

Other comprehensive income

    
 

Foreign currency translation adjustment

(13,128)

(93,142)

310,118

18,584

Comprehensive loss for the period

$    (521,507)

$    (532,348)

$    (760,802)

$ (2,003,873)


Basic and diluted loss per share [note 2]

$          (0.03)

$          (0.03)

$          (0.04)

$          (0.12)


Weighted average shares outstanding

17,108,516

16,971,153

17,108,516

16,971,153


The accompanying notes to consolidated financial statements are
an integral part of these consolidated statements of loss and comprehensive loss.


- 4 -





ENERGY EXPLORATION TECHNOLOGIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(expressed in U.S. dollars)


                                             
 

Accumulated

Other

Comprehensive

Income (Loss)

           

Series 'A' 

Convertible 

Preferred Stock

     

Additional

Paid-in

Capital

       
   

Common Stock

         

Accumulated

Deficit

 
                       
                                         
        Shares   Amount   Shares     Amount              
 
(unaudited)
 
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 consultant (note 13)   -   -     -   -     -       25,688     -  
Net loss for the nine months ended                                        
   September 30, 2002 from continuing                                        
   Operations   -   -     -   -     -       -     (1,425,520)  
Loss on discontinued operations for the                                        
   nine months ended September 30, 2002   -   -     -   -     -       -     (596,937)  
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)  
                                         
                                         
Beginning balance - December 31, 2002 $ (183,769)   16,971,153   $ 16,971   800,000   $ 800     $ 24,077,655   $ (20,041,865)  
Issued for cash at $0.40 per share on                                        
   Sept 11, 2003, net of issuance costs       1,875,000     1,875                 738,940        
Grant and vesting of options to investor                                        
   relations consultant (note 13)   -   -     -   -     -       17,048     -  
Compensation expense related to issuance of                                        
options to employees and directors                               89,100        
Redemption of preferred shares                 (800,000)     (800)       (729,200)     -  
Net loss for the nine months ended                                        
   September 30, 2003 on continuing                                        
   operations   -   -     -   -     -       -     (1,237,242)  
Income from discontinued operations for                                        
   the nine months ended September 30, 2003   -   -     -   -     -       -     166,322  
Net other comprehensive income for the                                        
   nine months ended September 30, 2003                                        
    310,118   -     -   -     -       -     -  
Balance - September 30, 2003 $ 126,349   18,846,153   $ 18,846   -   $ -     $ 24,193,543   $ (21,112,785)  

     The accompanying notes to consolidated financial statements are an integral part of these consolidated statements of shareholders' equity

- 5 -

 



ENERGY EXPLORATION TECHNOLOGIES

CONSOLIDATED STATEMENTS OF CASH FLOW

(unaudited)   (expressed in U.S. dollars)



      
  

Three months ended
September 30,

Nine months ended
September 30,

      
  

2003

2002

2003

2002

      
      

Operating activities:

    

Net loss for the period from continuing operations

$  (481,719)

$  (368,087)

$(1,237,242)

$(1,425,520)

Amortization and depreciation of other property and equipment

15,160

71,166

43,365

138,626

Depletion and impairment of oil and natural gas properties

2

(880)

59,975

201,714

Gain on sale of oil and natural gas properties

21

(42,046)

(12,003)

(42,046)

Changes in non-cash working capital:

    
 

Accounts receivable

(60,729)

(383,761)

182,943

(363,482)

 

Due from officers and employees

2,921

(1,117)

2,998

(5,230)

 

Prepaid expenses and other

(19,364)

1,409

9,548

(15,673)

 

Trade payables

33,345

(320,324)

96,408

(404,622)

 

Wages and employee benefits payable

(12,182)

2,935

4,849

(8,236)

 

Other accrued liabilities

(16,495)

(29,871)

(47,966)

(133,636)

 

Consulting costs settled by issuance of common stock and

    
 

     options

-

8,528

17,048

25,688

 

Compensation costs settled by issuance of options

89,100

-

89,100

-

  

(449,940)

(1,062,048)

(790,977)

(2,032,417)

      

Financing activities

    

Funds raised through sale of common stock, net of issuance costs

740,815

-

740,815

-

 

740,815

-

740,815

-

     

Investing activities:

    

Funds invested in other property and equipment


(4,102)

-

(45,764)

(61)

Proceeds on sale of other property and equipment


-

21,999

1,916

-

Funds invested in oil and natural gas properties


(221,005)

(59,363)

(601,470)

(408,264)

Proceeds on sale of oil and natural gas properties


(150)

199,326

86,125

199,326

Interest accrued on loan to former employee


(497)

1,095

(7,432)

(1,446)

Accrued oil and natural gas property costs and trade payables

-

333,687

-

(11,530)

 

(225,754)

496,744

(566,625)

(221,975)

      

Net cash generated by (used in) discontinued operations

(5,591)

(628,675)

730,888

(191,995)

      

Effect of net other comprehensive income


(13,128)

(93,142)

310,118

18,584

      

Net cash inflow (outflow)


46,402

(1,287,121)

424,219

(2,427,803)

Cash and cash equivalents position, beginning of period


962,887

1,853,926

585,070

2,994,608

Cash and cash equivalents position, end of period


$  1,009,289

$     566,805

$  1,009,289

$      566,805


The accompanying notes to consolidated financial statements are an integral  

part of  these consolidated statements of cash flows


- 6 -






ENERGY EXPLORATION TECHNOLOGIES

EXPLANATORY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(expressed in U.S. dollars)
(unaudited)


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 and continued in the Province of Alberta on October 24, 2003.  We are a technology-based reconnaissance exploration company which utilizes our proprietary stress field detection (SFD) remote-sensing airborne survey technology 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 through our wholly-owned subsidiaries-NXT Energy USA Inc. ("NXT Energy USA") and NXT Energy Canada Inc. ("NXT Energy Canada"), in the United States and Canada, respectively. NXT Aero USA Inc. ("NXT Aero USA") and NXT Aero Canada Inc. ("NXT Aero Canada") are the two subsidiaries through which we conduct the aerial surveys.


For the nine month interim period ended September 30, 2003, we incurred a loss of $1,007,273 and our ability to continue as a going concern will be dependent upon successfully identifying hydrocarbon bearing prospects, and financing, developing, extracting and marketing 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 additional revenues from increased production with respect to currently held prospects or through prospects we identify and exploit for our own account.


We can give no assurance that any, or all, pending projects will generate sufficient revenues to cover our operating or other costs.  Should this 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.


These consolidated financial statements are prepared using generally accepted accounting principles that are applicable to a going concern, which assumes the realization of assets and the settlement of liabilities in the normal course of operations. Should this assumption not be appropriate, adjustments in the carrying amounts of the assets and liabilities to their realizable amounts and the classification thereof will be required and these adjustments and reclassifications may be material.


2.

SIGNIFICANT ACCOUNTING POLICIES


Basis Of Presentation


We have prepared these consolidated financial statements for our three-month and nine-month interim periods as at and ended September 30, 2003 and 2002 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, 2002.




- 7 -



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 inter-company 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.


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".


Debt Issuance Costs


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, note receivable, trade payables, wages and employee benefits payable, and accrued liabilities.  The book values of these financial instruments approximate 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


Both aircraft were sold in 2002. We carry our flight equipment held for sale at the lower of the carrying amount or the fair value less cost to sell. These assets are not depreciated as long as they are held for sale.  The remaining flight equipment was written off in the third quarter of 2003.


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:


Ÿ

land acquisition costs;

Ÿ

geological and geophysical costs;

Ÿ

costs of drilling both productive and non-productive wells;

Ÿ

cost of production equipment and related facilities; and

Ÿ

various costs associated with evaluating petroleum and natural gas properties for potential acquisition.


- 8 -


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.  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. NXT was a development stage enterprise until 2002 and any net revenues received prior to achieving commercial production were accounted for as an adjustment to capitalized costs. NXT achieved commercial operations at the beginning of the second quarter of 2002.


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 the anticipated future net cash flows based upon reserve potential 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 with joint venture partners.  These consolidated financial statements reflect only our proportionate interest in these activities.


Other Property And Equipment


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:


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.




- 9 -



Revenue Recognition


Revenue associated with sales of crude oil and natural gas is recorded when title passes to the customer.


Research And Development


We expense all research and development expenditures we incur to develop, improve and test our SFD survey system and related components.


Survey Operations and Support


We expense all survey operations and support expenditures we incur and these consist primarily of the cost to:


Ÿ

conduct field evaluations to evaluate the SFD survey system;

Ÿ

develop, organize, staff and train our survey and interpretation operational functions;

 

Ÿ

aircraft operating costs, travel expenses and allocable salaries of our personnel while on survey assignment; and

Ÿ

allocable salaries of our personnel while interpreting SFD data.


Foreign Currency Translation


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 income (loss).  For purposes of consolidation, we use the following methodology to convert Canadian dollar denominated accounts and transactions into U.S. dollars:


Ÿ

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;

Ÿ

all shareholders' equity accounts are translated into U.S. dollars using historical exchange rates; and

Ÿ

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 Canadian dollar denominated accounts and transactions into U.S. dollars as a foreign currency translation adjustment as a component of accumulated other comprehensive income or loss for that period.  





- 10 -



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.   


In calculating our basic and diluted loss per share, we take into consideration deemed distributions analogous to the declaration of a dividend attributable to the beneficial conversion features affording a discount or benefit to the holders of our securities.  See note 9.


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.  For 2003, compensation expense recorded in the books of account relating to the granting of options to employees and directors was $89,100 (Nil – 2002).   See note 11.


Recent Accounting Pronouncements


In August 2001, the US Financial Accounting Standards Board (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.  We were required to adopt the provisions of SFAS No. 143 on January 1, 2003.  We have sold our U.S. properties, along with the associated abandonment liabilities, and we have no retirement liabilities associated with the Canadian properties.  Therefore, this SFAS has no impact on us at this time.


In January 2003, the FASB issued Statement No. 148 “Accounting for Stock-Based Compensation – Transition and Disclosure, an Amendment of FASB Statement No. 123” (FAS 148).  FAS 148 amends FAS 123 “Accounting for Stock-Based Compensation”, to provide alternative methods of transition for a voluntary change to the fair-value method of accounting for stock-based compensation.  The impact of this accounting standard is discussed more fully in note 11.


The following standards issued by the FASB do not impact us at this time:

 

Ÿ

Statement No. 149 – “Amendment for Statement 133 on Derivative Instruments and Hedging Activities” effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003.

Ÿ

Statement No. 150 – “Accounting for Certain Instruments with Characteristics of Both Liabilities and Equity” effective for financial instruments issued at the beginning of the first interim period beginning after June 15, 2003.

 

 

 

3.

DISCONTINUED OPERATIONS


In January 2003, we adopted a formal plan to divest our U.S. oil and gas properties.  On May 9, 2003 we closed a sale transaction with our U.S. joint venture partner to sell the properties for total consideration of $1,450,000 with proceeds of $720,000 in cash and the redemption of all the outstanding preferred shares.  The effective date of the transaction was March 1, 2003.  For reporting purposes, the results of operations and the




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financial position of the properties have been presented as discontinued operations.  Accordingly, prior period financial statements have been reclassified to reflect this change.


Income (loss) on discontinued operations includes a gain on sale of the properties of $175,685 and net income from the properties for the two month period up to the effective date of March 1, 2003 of $22,915.


4.

NOTE RECEIVABLE FROM OFFICER


In September 1998, we loaned the sum of CDN $54,756 (US $35,760 as of that date) to one of our officers in connection with his relocation to Calgary, Alberta.  Pursuant to the terms of an underlying promissory note, the officer was required to repay the loan on a monthly basis, with a balloon payment due on October 3, 2003. The officer left our company in 2002 and the outstanding balance, plus accrued interest at 5.5% compounded semi-annually, is due on October 3, 2003.


5.

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. The  Piaggio Avanti P180 aircraft was sold in the second quarter of 2002 and the remaining aircraft was sold in the fourth quarter of 2002.  The remaining flight equipment was written off in the third quarter of 2003.


Summarized below are our capitalized costs for the aircraft and flight equipment held for sale:


 

September 30,

December 31,

 

2003 

2002 

Flight equipment held for sale

$ -

$   108,244 

Less accumulated write-down

  -

(85,259)

 

Net aircraft and flight equipment held for sale

$ -

$     22,985 


6.

OIL AND NATURAL GAS PROPERTIES


Summarized below are the oil and natural gas property costs we capitalized for the nine months ended September 30, 2003 and 2002 and as of September 30, 2003 and December 31, 2002:


 

Nine Months Ended
September 30,

 

As of
September 30,
2003

As of
December 31,
2002

 

2003

2002

 

Acquisition costs

$     326,947

$     224,180

 

$     1,595,614

$    1,268,667 

Exploration costs

598,137

1,225,307

 

7,990,015

7,391,878 

Development costs

-

30,183

 

83,234

83,234 

  

925,084

1,479,670

 

9,668,863

8,743,779 

Less impairment

(352,054)

(264,065)

 

(5,964,441)

(5,612,387)

Less dispositions

(1,362,770)

(157,293)

 

(1,590,121)

(227,351)

Less depletion

(16,384)

(112,091)

 

(156,506)

  (140,122)

 

Net oil and natural gas properties

$  (806,124)

$     946,221

 

$     1,957,795

$    2,763,919 


Net oil and natural gas property costs at September 30, 2003 are comprised of  $187,146  ($781,446 at December 31, 2002) of proved property costs and $1,770,649 ($1,982,473 at December 31, 2002) of unproved property costs.




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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 September 30, 2003 there were no indications of impairment of our Canadian full cost center.


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 ).  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.    While we are currently conducting 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.


7.

OTHER PROPERTY AND EQUIPMENT


Summarized below are our capitalized costs for other property and equipment as of September 30, 2003 and December 31, 2002:

 

 

September 30,
2003

December 31,
2002

Computer and SFD equipment

$          317,325

$           268,254 

Computer and SFD software

137,248

118,470 

Equipment

85,524

80,912 

Furniture and fixtures

193,982

165,984 

Leasehold improvements

229,041

195,983 

SFD survey system (including software)

127,845

115,471 

Tools

1,822

1,559 

Vehicle

18,828

18,828 

  

1,111,615

965,461 

Less accumulated depreciation, amortization and impairment

(903,070)

(759,315)

 

Net other property and equipment

$          208,545

$           206,146 


8.

LONG-TERM DEBT


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 .  We also expensed the remaining unamortized debt issuance costs of $22,805 during 2002.


9.

PREFERRED STOCK


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.




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All of the outstanding preferred shares were redeemed effective May 9, 2003 as part of the consideration received for the sale of the U.S. properties.

  

10.

PERFORMANCE WARRANTS


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, 2003.


11.

EMPLOYEE AND DIRECTOR OPTIONS


We have summarized below all outstanding options under our various stock option plans and arrangements as of September 30, 2003:

 

   

As of September 30, 2003

Stock Option Plan

Grant Date

Exercise Price

Outstanding

Vested

     

Independent Grants

    
 

January 4, 2001 (1)

$2.00

15,000

15,000

 

June 24, 2003

$0.38

100,000

100,000

     

1997 Employee Stock Option Plan

    
 

December 27, 2000

$4.125

15,000

9,000

 

January 4, 2001 (1)

$2.00

368,042

336,042

 

February 1, 2001

$2.00

6,000

6,000

 

May 15, 2001

$2.50

120,000

120,000

 

July 5, 2001

$2.00

30,000

15,000

 

August 13, 2002

$0.38

103,333

36,663

 

September 20, 2002

$0.29

14,666

9,332

 

March 27, 2003

$0.14

60,000

0

 

June 3, 2003

$0.21

200,000

200,000

 

August 14, 2003

$0.43

270,000

0

     

1999 Executive Stock Option Plan

    
 

May 1, 1999

$2.00

520,800

520,800

     

2000 Directors Stock Option Plan

    
 

February 15, 2000

$2.00

40,000

40,000

 

April 17, 2000

$2.00

70,000

70,000

 

August 13, 2002

$0.38

120,000

40,000

 

September 20, 2002

$0.29

10,000

3,332

 

August 14, 2003

$.0.43

160,000

0

   

2,222,841

1,521,169

     

(1)

Effective January 4, 2001, the recipients elected to cancel these original grants and to receive new options generally having the same terms as the original grant, except that the exercise price for the new options would be fixed at the closing price for NXT common shares as of July 5, 2001, subsequently determined to be $2.00.



- 15 -



The employee options outstanding as of September 30, 2003 vest over three to five years from the grant date, depending upon the recipient, based upon the continued provision of services as an employee.  The director options 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, five years from the date of vesting. The independent grant of 300,000 options in June, 2003 to a consultant vested upon grant.


Compensation Expense Associated With Grant of Options

At September 30, 2003, the company has four stock-based employee compensation plans, which are described more fully above.  The company accounts for those plans under the recognition and measurement principles of APB Opinion No. 25 Accounting for Stock Issued to Employees, and related Interpretations.  No stock-based employee compensation cost is reflected in net loss if options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant. For 2003, $89,100 (2002 - $Nil) of compensation cost has been recognized in net loss.  The following table illustrates the effect on net loss and loss per share if the company had applied the fair value recognition provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation.

 

Three Months Ended September 30,

 

Nine Months Ended
September 30,

 

2003

2002

 

2003

2002

      

Net loss, as reported

$    (521,507)

$   (532,348)

 

$     (760,802)

$(2,003,873)

Add: Stock-based employee compensation expense, included in reported net loss

89,100

-

 

89,100

-

Deduct:  Total stock-based employee compensation expense determined under fair value based method for all awards

(128,490)

(184,544)

 

(385,470)

(553,632)

Pro forma net loss

$    (560,897)

$   (716,892)

 

$  (1,057,172)

$(2,557,505)

      

Loss per share

     
 

Basic and Diluted – as reported

$         (0.03)

$        (0.03)

 

$           (0.04)

$        (0.12)

 

Basic and Diluted – pro forma

$         (0.03)

$        (0.04)

 

$           (0.06)

$        (0.15)



12.

COMMITMENTS


The lease for our company’s principal offices expired on January 31, 2003.  A new sub-lease from another tenant has been negotiated with a term of eighteen months ending July 31, 2004.  The space is approximately 6,600 square feet and the monthly cost is about $11,600 CDN.

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




- 15 -


 

agreement, respectively.  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, 2003, we recorded compensation expense, as part of administrative expenses, determined in accordance with the Black-Scholes option pricing model in the amount of $17,048 ($25,688 for our nine month period ended September 30, 2002) in connection with the grant and vesting of these options.  The agreement was terminated on May 15, 2003.


14.

SEGMENT INFORMATION


We currently operate in only one business segment, oil and natural gas exploration.  We intend to develop 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.


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, 2003 and 2002 is geographic information relating to:


Ÿ

revenues we have received during the period from our external customers, allocated amongst the geographic areas in which the revenue was generated;

Ÿ

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

Ÿ

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, 2003:

   

Revenues from oil and natural gas production

$                  -

$                 -

$                   -

Net loss from continuing operations

(199,060)

(219,012)

(418,072)

Loss from discontinued operations

$      (26,660)

$                 -

$      (26,660)

    

September 30, 2002:

   

Revenues from oil and natural gas production

$                  -

$         6,500

$           6,500

Net loss from continuing operations

(142,815)

(225,272)

(368,087)

Loss from discontinued operations

$      (71,119)

$                 -

$      (71,119)


Nine Months Ended

United States

Canada

Total

September 30, 2003:

   

Revenues from oil and natural gas production

$                   -

$                  -

$                   -

Net loss from continuing operations

(360,656)

(812,939)

(1,173,595

   Income from discontinued operations

$       166,322

$                  -

$       166,322

    

September 30, 2002:

   

Revenues from oil and natural gas production

$                  -

$        75,439

$        75,439

Net loss from continuing operations

(779,784)

(645,736)

(1,425,520)

Loss from discontinued operations

$    (596,937)

$                 -

$   (596,937)





- 16 -



Summarized below is geographic information relating to our assets as of September 30, 2003 and December 31, 2002, allocated amongst the geographic areas in which the assets were physically located or principally connected:


Assets As Of

United States

Canada

Total

September 30, 2003

$       794,943

$    2,633,333

$   3,428,276

December 31, 2002

$    1,682,768

$    2,336,057

$   4,018,825


In preparing the above tables, we have eliminated all inter-segment revenues, expenses and assets.


15.

SUBSEQUENT EVENT

At a special meeting of the shareholders, held October 24, 2003, the continuance of NXT from Nevada to Alberta, Canada was approved.  The continuance is essential to streamlining our operations as we no longer have ongoing US interests, and is consistent with one of our main objectives of expanding our operations in Canada.  This change will reduce our administrative costs and simplify our processes.  





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ITEM 2 -    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Special Note Regarding Forward Looking Statements


In this report we have made a number of statements, which we refer to as "forward-looking statements", which generally relate to our present expectations or predictions as to the possible occurrence of future events or the existence of trends and factors that may impact our future plans and operating results.  These forward-looking statements are based upon assumptions and analyses made by us in the context of our current business plan and information currently available to us and in light of our experience and perceptions of historical trends, current conditions and expected future developments and other factors we believe to be appropriate in the circumstances.  


You can generally identify any forward-looking statements contained in this report through words and phrases such as "seek", "anticipate", "believe", "estimate", "expect", "intend", "plan", "budget", "project", "will be", "will continue", "will likely result", and similar expressions.  Forward-looking statements that may be contained in this report would, for example, include statements relating to the timing and likelihood of success of our drilling and production plans.


Whenever you read any forward-looking statements contained in this report you should remain mindful that actual results may vary from the anticipated or predicted results as expressed by the forward-looking statements for a number of reasons or factors including, but not limited to, changes in our business plan and corporate strategies, changes in political climate and fluctuations in forecasted oil and natural gas prices.  Moreover, you must read each forward-looking statement in context with, and an understanding of, the various other disclosures concerning our company and our business made elsewhere in this report.  


Additionally, the various uncertainties and risk factors described in this report are not exhaustive, and new risks and uncertainties may emerge from time to time.  It is not possible for us to predict all risks and uncertainties, nor can we assess the impact of all risks and uncertainties on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.  Consequently, we can give you no assurance that the results or developments anticipated or predicted by us will be realized, or even if realized, that they will have the expected consequences or effects on us.  


OVERVIEW


We are a reconnaissance exploration company that utilizes our Stress Field Detector (SFD) technology, which is a remote-sensing airborne survey technology comprised of SFD and integrated electronic data acquisition, processing and interpretation subsystems and software.


We use our SFD to survey large exploration areas from aircraft at speeds of approximately 200 mph to identify and prioritize leads for further evaluation and potential drilling.   SFD has been successfully field tested for independent geologists and joint venture partners.  Our SFD affords us the relatively inexpensive ability to obtain analysis and interpretation of potential hydrocarbon prospects in a matter of days or weeks, as compared to months or years, as in the case of the seismic methods currently employed in wide-area exploration activities.  These advantages can dramatically reduce finding costs as well as the exploration time cycle. Finding costs include seismic acquisition, purchasing mineral rights and drilling and completing exploration wells. Once SFD prospects are identified, highly focused conventional geological and geophysical methods are employed to evaluate the potential commercial viability of the prospects.


We conduct our activities through two wholly-owned operating subsidiaries:  NXT Energy USA, Inc., which focuses on United States-based exploration and NXT Energy Canada, Inc. which focuses on Canadian-based exploration.  All survey flight activities are conducted through our subsidiaries, NXT Aero USA, Inc. and NXT Aero Canada, Inc. NXT concentrates on research and development efforts to improve our SFD survey system, and oversees the operations of and provides management, financial and administrative services to our subsidiaries.




- 18 -



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.


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, 2002.


Unless otherwise stated, all dollar references in this report are in U.S. dollars.


RESULTS OF OPERATIONS


Operating revenues


On May 9, 2003, we closed the sale of all of our U.S. properties. The sale price was $1,450,000 and the proceeds were $720,000 in cash with the balance made up by the redemption of all of the outstanding preferred shares. These shares had been issued in 1998 for $6,000,000. We pursued this sale as it provided us with the opportunity to raise cash and to remove the burdensome preferential rights associated with the preferred shares. Also, as long as the preferred shares were outstanding, there was the potential for a large dilution of the common shares which would increase if we raised any additional capital in the equity markets. These anti-dilution rights associated with the preferred shares were an obstacle to raising new capital. With this out of the way, we believe we are now in an improved position for raising capital and pursuing business opportunities.


Operating loss from continuing operations


We incurred an operating loss of $485,469 for our three-month interim period ended September 30, 2003, as compared to $412,979 for the corresponding interim period in 2002, representing a $72,490 (18%) overall increase.  The increase in our operating loss for our three-month interim period ended September 30, 2003 over the corresponding interim period in 2002 was primarily attributable to the following changes:  


·

Depletion and impairment decreased $880 (100%) in 2003 compared to 2002 as there was no oil and gas production in 2003.

·

Amortization and depreciation decreased $56,006 (79%) in 2003 compared to the same period in 2002 as the end of the lease in January 2003 resulted in reduced leasehold amortization.

·

Research and development decreased $179 (100%) in 2003 compared to the same period in 2002 as efforts were focused on application rather than research.

  

The above improvements were partially offset by the following:

  

·

Revenue was $nil in 2003 compared to $6,500 as the result of the sale of the Canadian production in mid-2002.

·

Oil and natural gas operating expenses were $nil in 2003 as there was no oil and gas production in 2003.

·

Administrative costs increased $102,504 (29%) in 2003 compared to the same period in 2002 as a result of costs associated with the continuance of the company into Alberta, Canada, and compensation costs associated with the issuance of employee and directors stock options.

·

Survey operations and support was $18,791 in 2003 compared to $292 in 2002 as activities were increased on the Canadian properties.


We incurred an operating loss of $1,242,871 for our nine-month interim period ended September 30, 2003, as compared to $1,555,921 for the corresponding interim period in 2002, representing a $313,050 (20 %) overall decrease.  The decrease in our operating loss for our nine-month interim period ended September 30, 2003 over the corresponding interim period in 2002 was primarily attributable to the following changes:  




- 19 -



·

Administrative costs decreased $64,713 (6%) in 2003 compared to the same period in 2002 due to the reduced activities.

·

Oil and natural gas operating expenses were $nil in 2003 as there was no oil and gas production in 2003.

·

Depletion and impairment decreased $141,741 (70%) in 2003 compared to 2002 due to reduced activity.

·

Amortization and depreciation decreased $95,261 (69%) in 2003 compared to the same period in 2002 as the end of the lease in January 2003 resulted in reduced leasehold amortization.

·

Research and development was $716 in 2003 compared to $142,822 in the same period in 2002 as efforts were focused on application rather than research.

  

The above improvements were partially offset by the following:

  

·

Revenue was $nil in 2003 compared to $75,439 as the result of the sale of the Canadian production in mid-2002.

·

Survey operations and support was $63,906 in 2003 compared to $41 in 2002 as activities were increased on the Canadian properties.


Other income (expense)


Other income (expense) has decreased in the three month interim period ended September 30, 2003 from an income of  $44,892 in 2002 to income of $3,750 for the same period in 2003.


Other income (expense) has decreased in the nine month interim period ended September 30, 2003 from an income of  $130,401 in 2002 to income of $5,629 for the same period in 2003.  The 2002 income reflects the gain on sale of the Canadian property.


Income (loss) from discontinued operations


The loss from discontinued operations for the three-month interim period ended September 30, 2003 was $26,660 compared to $71,119 for the same period in 2002.  The loss for the third quarter of 2003 is attributable to the write off of the remaining aircraft equipment held for sale.  The loss in 2002 was attributable to our write down of our US oil and gas properties and aircraft and flight equipment held for sale.


The income from discontinued operations for the nine-month interim period ended September 30, 2003 was $166,322, which includes the gain on the sale of the properties of $175,685 and income from oil and gas operations of $22,915.  The loss in 2002 of $596,937 was attributable to our US oil and gas and survey flight operations.


Other comprehensive income


The foreign currency exchange loss for the three-month period ended September 30, 2003 was a decrease of $80,014 (86%) compared to the same period in 2002.  The gain for the nine-month period ended September 30, 2003 was an increase of $291,534 (1,569%) compared to the same period in 2002.  Comprehensive gains or losses arise in consolidating our accounting records for financial reporting purposes as a result of the fluctuation in United States – Canadian currency 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, 2003 with any parties that are not clearly independent on terms that might not be available from other clearly independent third parties.




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LIQUIDITY AND CAPITAL RESOURCES


Sources Of Cash


The major sources of cash flow from September 2001 to September 30, 2003 were a private placement that closed in September 2001 of 3,803,684 common shares for total gross proceeds of $4,374,237 and a private placement that closed in September 2003 of 1,875,000 common shares for total gross proceeds of $750,000.


Current Cash Position And Historical Changes In Cash Position


Our cash position as of September 30, 2003 was $1,009,289 as compared to $585,070 as of December 31, 2002.   Our cash position as of September 30, 2002 was $566,805 as compared to $2,994,608 as of December 31, 2001.We now maintain the bulk of our cash in Canadian dollar accounts, consistent with our strategy of focusing our efforts on our Canadian properties.


Cash used in operating activities decreased by $612,108 (58%) to $449,940 for the three-month period ended September 30, 2003 as compared to the same period in 2002 primarily due to cash decreases in working capital changes.


Cash generated by financing activities increased $740,815 for the three-month period ended September 30, 2003 as a result of a private placement of 1,875,000 common shares.


Investing activities used cash of $225,754 in the three-month period ended September 30,2003 compared to $496,444 of cash generated in the same period in 2002. The main reasons for the decrease of $722,198 was the $333,687 decrease in accrued oil and gas property costs and trade payables and the $199,476 decrease in the proceeds on the sale of oil and natural gas properties.


Cash used in discontinued operations decreased by $623,084 (99%) to $5,591 for the three-month period ended September 30, 2003 as compared to the same period in 2002.


Other comprehensive income, specifically loss on foreign currency exchange, was  $13,128 in the three month period ended September 30,2003 compared to $93,142 for the same period in 2002.


Cash used in operating activities decreased by $1,241,440 (61%) to $790,977 for the nine-month period ended September 30, 2003 as compared to the same period in 2002 primarily due to the net loss for the 2003 period which decreased by $188,278 in 2003 from 2002, net of cash decreases on other items, primarily working capital changes.


Cash generated by financing activities increased $740,815 for the nine-month period ended September 30, 2003 as a result of a private placement of common shares.


Investing activities used cash of $566,625 in the nine-month period ended September 30,2003 compared to $221,975 of cash used in the same period in 2002. The main reason for the increase of $344,650 was the $193,206 increase in funds invested in oil and natural gas properties.


Cash generated by discontinued operations increased by $922,883 to $730,888 for the nine-month period ended September 30, 2003 as compared to the same period in 2002.


Other comprehensive income, specifically gains on foreign currency exchange, was  $310,118 in the nine-month period ended September 30, 2003 compared to $18,584 for the same period in 2002.


Plan Of Operation And Prospective Capital Requirements


We have approximately $ 783,000 cash on hand as of November 12, 2003 to fund our plans and to contribute toward our administration, operational and research and development requirements for the next twelve months.  




- 21 -


 


We are expanding our activities in Canada and are also investigating international opportunities.  We have initiated discussions for a series of private placement offerings from which we expect to receive net proceeds of US $10,000,000.  The funds will be used in the execution of the corporate strategy for asset diversification in Canada and internationally.  The first phase of the fund raising was completed in the latter part of the third quarter for net proceeds of US $740,815.


We believe we currently have sufficient cash on hand to maintain a minimal level of operations for approximately one year.  


We can give no assurance that any projects in our pending programs will be commercial, or if commercial will generate sufficient revenues in time to cover our operating or other costs. Should this 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.  


OTHER MATTERS


Foreign Exchange


We recorded a $310,118 foreign currency translation gain for the nine months ended September 30, 2003 ($13,128 foreign currency translation loss for the three-month period ended September 30, 2003) compared to a gain of $18,584 ($93,142 foreign currency translation loss) for the same period in 2002 as a comprehensive income (loss) item on our statements of loss and comprehensive loss and shareholders' equity (deficit) in consolidating our accounting records for financial reporting purposes as a result of the fluctuation in United States-Canadian currency exchange rates during that period.  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 2003 or fiscal 2002 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 future development costs (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 expertise 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 lower revenues and net profits (or higher net losses) in the event the revised assumptions, estimates and judgments resulted in lower reserve estimates, since our depletion and depreciation rate would then be higher and it might also result in a write down under the ceiling test.  Similarly, we would have higher revenues and net profits (or lower net losses) in the event the revised assumptions, estimates and judgments resulted in higher reserve estimates.

·

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 the anticipated future net cash flows based upon reserve potential 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.


- 22 -


Recent Accounting Pronouncements


In August 2001, the US Financial Accounting Standards Board (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.  We were required to adopt the provisions of SFAS No. 143 on January 1, 2003.  We have sold our U.S. properties, along with the associated abandonment liabilities, and we have no retirement liabilities associated with the Canadian properties.  Therefore, this SFAS has no impact on us at this time.


In January 2003, the FASB issued Statement No. 148 “Accounting for Stock-Based Compensation – Transition and Disclosure, an Amendment of FASB Statement No. 123” (FAS 148).  FAS 148 amends FAS 123 “Accounting for Stock-Based Compensation”, to provide alternative methods of transition for a voluntary change to the fair-value method of accounting for stock-based compensation.  The impact of this accounting standard is discussed more fully in note 11 to the consolidated financial statements.


The following standards issued by the FASB do not impact us at this time:

 

Ÿ

Statement No. 149 – “Amendment for Statement 133 on Derivative Instruments and Hedging Activities” effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003.

Ÿ

Statement No. 150 – “Accounting for Certain Instruments with Characteristics of Both Liabilities and Equity” effective for financial instruments issued at the beginning of the first interim period beginning after June 15, 2003.



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 in 2002 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.




- 23 -


 


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK


Not Applicable.


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 interim 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 interim 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 interim 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, 2003.   

 

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


In our quarterly report on Form 10-Q for the period ended June 30, 2003, we reported the current status of all material legal proceedings involving the Company and refer the reader to such report.



ITEM 2 -    CHANGES IN SECURITIES AND USE OF PROCEEDS


On September 11, 2003, the Company issued 1,875,000 shares of its common stock at $0.40 per share for total gross proceeds of $750,000. The shares were issued under the Company’s Confidential Offering Memorandum dated July 22, 2003, which was fully subscribed for.  The sale of theses shares of common stock was exempt from registration due to the exemptions found in Regulation D (“Reg. D”) and Regulation S (“Reg. S”), each promulgated by the Securities and Exchange Commission under the Securities Act of 1933. The Company paid no commissions or finders fees in connection with this offering.  The shares were sold to the followinf persons:   Bamako Investment Management Ltd, M.J. Buamaim, Jokada Inc., Bibi S. Daprile, Joseph John Hanson, Salem Al Zubaidi, Stahis I. Stathis, McLeod Hygiene Services Corp. Bonnie Maksymowich, Randy Maksymowich, LOM Securities (Bermuda) Limited, Trutta Resources Inc., Sandra Sims, Shewan Energy Corporation, Joanne Louise Scott, Douglas J. Rowe, Douglas Renwicke, Steve Rainbow, Peter A. Proly, Douglas G. McIntyre, Louis Miceli, Marcie A. Newman, Brent Marzolf, D. Alec McDougall, Lanny King McDonald, Brian A. Jones, Brian Paul Kohlhammer, Gary Layden, Thomas P. Barry, Saad Ibrahim, Annette Hutchinson, Global S.C. Communications Inc., William Daniel Gantous, Donald E. Foulkes, Mary Helen Carwardine, Labeed A. Ghaleb, Michael D. Fitzgerald, Igor Dmitriev, 796047 Alberta Ltd., Delores L. Bradley, Chris Bradley, Lloyd R. Lipsett, Neil Orr, 424360 Alberta Ltd., Gordon Ratcliffe, Ilona Meszaros, John & Vera Cryan, Joan McCarthy, Tibor Szenasi, Jim Currie, David J.W. Mitchell, Wayne Foster, Rodolfo Rivas, Thomas F. Riggs, Steve Barritt, Richard Blair, Colm McLoughlin, Dipak Suru, Michael Gerbich, Dariush Rakhshani, Majed O. Khalifa Alshuwaihi.

The sale of the common stock was exempt from registration pursuant to Rule 506 of Reg. D. Neither the Company nor any person acting on its behalf offered or sold these securities by any form of general solicitation or general




- 24 -


 

advertising. The shares sold are restricted securities and the certificates representing these shares have been affixed with a standard restrictive legend, which states that the securities cannot be sold without registration under the Securities Act of 1933 or an exemption therefrom. Each purchaser represented to the Company that he was purchasing the securities for his own account and not for the account of any other persons. Each purchaser was provided with written disclosure that the securities have not been registered under the Securities Act of 1933 and therefore cannot be sold without registration under the Securities Act of 1933 or an exemption therefrom. Following is a list of the people that subscribed to this offering under Regulation D.

 Of the total 1,875,000 shares issued under this offering, 525,000 shares were issued in offshore transactions since the offerees were not in the United States and the purchasers were outside the United States at the time of the purchase. Moreover, there were no directed selling efforts of any kind made in the United States. All documents used in connection with the offers and sales of the securities offshore included statements to the effect that the securities have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States or to U.S. persons unless the securities are registered under the Act or an exemption therefrom is available and that no hedging transactions involving those securities may not be conducted unless in compliance with the Act. Each offshore subscriber certified that he or it is not a U.S. person and is not acquiring the securities for the account or benefit of any U.S. person and agreed to resell such securities only in accordance with the provisions of Regulation S, pursuant to registration under the Act or pursuant to an available exemption from registration. The shares sold are restricted securities and the certificates representing these shares have been affixed with a standard restrictive legend, which states that the securities cannot be sold without registration under the Securities Act of 1933 or an exemption therefrom and the Company is required to refuse to register any transfer that does not comply with such requirements.



ITEM 3 -    DEFAULTS UPON SENIOR SECURITIES


Not Applicable.


ITEM 4 -    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


A Special Meeting of Shareholders of NXT was held on October 24, 2003, at which the re-incorporation of NXT from the State of Nevada into the Province of Alberta and the change of the name to Energy Exploration Technologies Inc. were voted upon. Such action was approved and voted on as follows:


Voting Results

For

Against

Abstain

 

8,509,350

32,230

-0-


As a result of the continuance of NXT into the Province of Alberta, as of November 6, 2003, NXT’s ticker symbol on the Over-the-Counter/Bulletin Board was changed to from “ENXT” to “ENXTF”.


ITEM 5 -    OTHER INFORMATION


Not Applicable.


ITEM 6 -    EXHIBITS AND REPORTS ON FORM 8-K


a)  Exhibits


2.1 (1)

Reorganization Plan dated September 28, 1994 between Mega-Mart, Inc. and Auric Mining Corporation

2.2 (1)

Reorganization Plan dated December 31, 1995 between Auric Mining Corporation and Fiero Mining Corporation

2.3 (1)

Reorganization Plan dated January 20, 1996 between Auric Mining Corporation and Pinnacle Oil Inc.

2.4 (1)

Articles of Incorporation of Auric Mining Corporation as filed with the Nevada Secretary of State on September 27, 1994

3.2 (1)

Amendment to Articles of Incorporation of Auric Mining Corporation as filed with the Nevada Secretary of State on February 23, 1996

 

 

- 25 -


 

 

 

3.3 (1)

Certificate of Amendment to Articles of Incorporation of Pinnacle Oil International, Inc. as filed with the Nevada Secretary of State on April 1, 1998

3.4 (6)

Certificate of Amendment to Articles of Incorporation of Pinnacle Oil International, Inc. as filed with the Nevada Secretary of State on June 13, 2000

3.5 (1)

Amended Bylaws for Energy Exploration Technologies

3.6 (1)

Pinnacle Oil International, Inc. specimen common stock certificate

3.7 (1)

Pinnacle Oil International, Inc. specimen series 'A' preferred stock certificate

3.8 (1)

Energy Exploration Technologies specimen common stock certificate

3.9 (1)

Form of Non-Qualified Stock Option Agreement for grants to directors

3.10 (1)

1997 Pinnacle Oil International, Inc. Stock Plan

3.11 (3)

Form of Stock Option Certificate for grants to employees under the 1997 Pinnacle Oil International, Inc. Stock Plan

3.12 (1)

Warrant certificate for 200,000 Common Shares issued to SFD Investment LLC

3.13 (4)

1999 Pinnacle Oil International, Inc. Executive Stock Option Plan

3.14 (4)

Form of Stock Option Certificate for grants to directors under the 2000 Pinnacle Oil International, Inc. Executive Stock Option Plan

3.15 (7)

2000 Pinnacle Oil International, Inc. Directors' Stock Plan 

3.16 (7)

Form of Stock Option Certificate for grants to directors under the 2000 Pinnacle Oil International, Inc. Directors' Stock Plan 

3.17 (1)

Stockholder Agreement dated April 3, 1998 among Pinnacle Oil International, Inc., R. Dirk Stinson, George Liszicasz and SFD Investment LLC

3.18  (10)

Amended By-laws of Energy Exploration Technologies, Inc. - Amended September 20, 2002

3.19

Articles of Continuance for the continuance of the Registrant in the Province of Alberta, filed with the Alberta Registrar of Corporations on October 24, 2003 under the name “Energy Exploration Technologies Inc.”  

3.20

Bylaws of Energy Exploration Technologies Inc. dated October  24 , 2003

10.1 (1)

Partnership Agreement of Messrs. Liszicasz and Stinson dated September 1, 1995

10.2 (1)

Agreement between Pinnacle Oil Inc. and Mr. Liszicasz dated January 1, 1996

10.3 (1)

Transfer Agreement by Momentum Resources Corporation dated June 18, 1996

10.4 (1)

Restated Technology Agreement dated August 1, 1996

10.5 (1)

Amendment to Restated Technology Agreement with Momentum Resources Corporation dated April 3, 1998

10.6 (8)

SFD Technology License Agreement with Momentum Resources Corporation dated December 31, 2000 

10.7 (1)

Letter Agreement with Encal Energy Ltd. dated December 13, 1996

10.8 (1)

Exploration Joint Venture Agreement with Encal Energy Ltd. dated February 19, 1997

10.9 (1)

Exploration Joint Venture Agreement with Encal Energy Ltd. dated September 15, 1997

10.10 (8)

Letter Amending Joint Venture Agreement with Encal Energy Ltd. dated April 1, 2000 

10.11 (1)

Letter Agreement with Renaissance Energy Ltd. dated April 16, 1997

10.12 (1)

SFD Survey Agreement with Renaissance Energy Ltd. dated November 1, 1997

10.13 (1)

SFD Survey Agreement with Renaissance Energy Ltd. dated February 1, 1998 (Prospect Lands #1)

10.14 (1)

SFD Survey Agreement with Renaissance Energy Ltd. dated February 1, 1998 (Prospect Lands #2)

10.15 (1)

Joint Exploration and Development Agreement with CamWest Limited Partnership dated April 3, 1998

10.16 (1)

Assignment of Joint Exploration and Development Agreement with CamWest Exploration LLC dated January 29, 1999

10.17 (1)

Canadian Data License Agreement with Pinnacle Oil Canada Inc. dated April 1, 1997

10.18 (1)

American Data License Agreement with Pinnacle Oil Inc. dated April 1, 1997

 

- 26 -


 

 

10.19 (1)

Cost Recovery Agreement with Pinnacle Oil Canada Inc. dated April 1, 1997

10.20 (1)

Assignment Agreement with Pinnacle Oil Canada Inc. dated September 15, 1997

10.21 (1)

Assignment Agreement with Pinnacle Oil Canada Inc. dated April 1, 1997

10.22 (1)

Assignment Agreement with Pinnacle Oil Canada Inc. dated November 1, 1997

10.23 (1)

Employment Agreement dated April 1, 1997 with Mr. Dirk Stinson

10.24 (1)

Employment Agreement dated April 1, 1997 with Mr. George Liszicasz

10.25 (1)

Unsecured Convertible Promissory Note ($500,000) in favor of Mr. Liszicasz

10.26 (1)

Unsecured Convertible Promissory Note ($500,000) in favor of Mr. Stinson

10.27 (1)

Promissory Notes of Pinnacle Oil Inc. in favor of Messrs. Liszicasz and Stinson dated October 21, 1995

10.28 (1)

Registration and Participation Rights Agreement dated April 3, 1998 between Pinnacle Oil International, Inc. and SFD Investment LLC

10.29 (1)

Form of Indemnification Agreement between Pinnacle Oil International, Inc. and each Director and Executive Officer

10.30 (1)

Lease Agreement between Phoenix Place Ltd. and Pinnacle Oil International, Inc. dated November 25, 1997

10.31 (2)

Employment Agreement dated July 9, 1998 with John M. Woodbury, Jr.

10.32 (5)

Assignment Of Joint Exploration and Development Agreement between CamWest Limited Partnership and CamWest Exploration LLC dated January 29, 1999

10.33 (5)

Settlement Agreement dated April 27, 1999

10.34 (5)

Employment Agreement dated May 1, 1999 with Daniel C. Topolinsky

10.35 (5)

Employment Agreement dated May 1, 1999 with James R. Ehrets

10.36 (9)

Promissory Note by NXT Aero USA Inc. dated November 6, 2000 to Aviation Finance Group LLC

10.37 (9)

Aircraft Loan Agreement by NXT Aero USA Inc. dated November 6, 2000 with Aviation Finance Group LLC

10.38 (9)

Aircraft Security Agreement by NXT Aero USA Inc. dated November 6, 2000 with Aviation Finance Group LLC

10.39 (9)

Commercial Guaranty by Energy Exploration Technologies dated November 6, 2000 to Aviation Finance Group LLC

10.40 (9)

Terminating Events Addendum dated November 6, 2000 with Aviation Finance Group LLC

10.41 (11)

Employment Agreement dated December 1, 2002 with George Liszicasz

21 (8)

List of significant subsidiaries

31

Rule 13a-14(a)/15d-14(a) Certification(5)

32

Section 1350 Certification(5)

99.1 (1)

Report captioned "Evaluation of Stress Field Detector Technology-Implications for Oil and Gas Exploration in Western Canada" dated September 30, 1996 prepared by Rod Morris, P. geologist, A.P.E.G.G.A.

99.2 (1)

Report regarding "Stress Field Detector Technology" dated May 22, 1998 prepared by Encal Energy Ltd.

99.3 (2)

Report captioned "SFD Data Summary" dated August 26, 1998 prepared by CamWest, Inc.

99.4 (1)

Report captioned "Pinnacle Oil International Inc.-Stress Field Detector Documentation of Certain Exploration and Evaluation Activities" dated February 27, 1998 prepared by Gilbert Laustsen Jung Associates Ltd.

99.5

Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

(1)

Previously filed by our company as part of our Registration Statement on Form 10 filed on June 29, 1998 (SEC File No. 0-24027)

 

(2)

Previously filed by our company as part of our Amendment No. 1 to Registration Statement on Form 10 filed on August 31, 1998

 

(3)

Previously filed by our company as part of our Annual Report on Form 10-K for our year ended December 31, 1998 as filed on March 31, 1999

 

- 27 -


 

 

 

 

(4)

Previously filed by our company as part of our Registration Statement on Form S-8 (SEC File No. 333-89251) as filed on March 31, 1999

 

(5)

Previously filed by our company as part of our Annual Report on Form 10-K for our year ended December 31, 1999 as filed on April 17, 2000

 

(6)

Previously filed by our company as part of Amendment No. 1 to our Annual Report on Form 10-K for our year ended December 31, 1999 as filed on July 28, 2000

 

(7)

Previously filed by our company as part of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 as filed on May 15, 2000.

 

(8)

Previously filed by our company as part of our Annual Report on Form 10-K for the year ended December 31, 2000 as filed on April 2, 2001.

 

(9)

Previously filed by our company as part of our Annual Report on Form 10-K for the year ended December 31, 2001 as filed on April 1, 2002.

 

(10)

Previously filed by our company as part of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2002 as filed on November 14, 2002

 

(11)

Previously filed by our company as part of our Annual Report on Form 10-K for the year ended December 31, 2002 as filed on March 31, 2003.


b)  Reports on Form 8-K


1)

On July 10, 2003, the Company filed a Current Report on Form 8-K dated July 8, 2003, announcing its plans to proceed with a series of private placements over the next 12 to 18 months for up to $10,000,000.

2)

Form 8-K filed November 5, 2003 reporting shareholder approval of NXT’s re-incorporation from the State of Nevada to the Province of Alberta, Canada







- 28 -



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 13 day of November 2003.


 

ENERGY EXPLORATION TECHNOLOGIES

  
 

By         /s/ George Liszicasz                               

  

George Liszicasz
Chief Executive Officer
(principal executive officer and principal accounting officer)




 

EX-3 3 exhibit319.htm EXHIBIT 3.19 ARTICLES OF CONTINUANCE FOR THE CONTINUANCE OF THE REGISTRANT IN THE PROVINCE OF ALBERTA, FILED WITH THE ALBERTA REGISTRAR OF CORPORATIONS ON OCTOBER 24, 2003 UNDER THE NAME ?ENERGY EXPLORATION TECHNOLOGIES INC.? Filed By Filing Services Canada Inc. 403-717-3898

 

 

BUSINESS CORPORATIONS ACT

(SECTION 188, 273 AND 274)

FORM 11

ALBERTA

REGISTRIES

 
 

ARTICLES OF CONTINUANCE

1.

NAME OF CORPORATION:

2.

CORPORATE ACCESS NO.:

Energy Exploration Technologies Inc.

     

3.

THE CLASSES AND ANY MAXIMUM NUMBER OF SHARES THAT THE CORPORATION IS AUTHORIZED TO ISSUE:

Schedule “A” attached

4.

RESTRICTIONS, IF ANY, ON SHARE TRANSFERS:

None

5.

NUMBER (OR MINIMUM AND MAXIMUM NUMBER OF DIRECTORS:

Minimum of one and maximum of 15

6.

RESTRICTIONS, IF ANY, ON BUSINESS THE CORPORATION MAY CARRY ON:

None

7.

IF CHANGE OF NAME EFFECTED, PREVIOUS NAME:

n/a

8.

OTHER PROVISIONS, IF ANY:

Schedule “B” attached

DATE

SIGNATURE

TITLE

October 24, 2003

/s/ George Liszicasz

Chief Executive Officer



FOR DEPARTMENTAL USE ONLY

FILED


CCA-06.111




Schedule “A”


SHARE STRUCTURE

Attached to and Forming Part of the Articles of

Energy Exploration Technologies Inc.




The Corporation is authorized to issue an unlimited number of shares designated as Common Shares and an unlimited number of shares designated as Preferred Shares.


(a)

Common Shares


The Common Shares shall have attached to them the rights, privileges, restrictions and conditions as hereinafter set forth.


(i)

Except for meetings at which only holders of another specified class or series of shares of the Corporation are entitled to vote separately as a class or series, each holder of a Common Share is entitled to receive notice of, to attend and to vote at all meetings of the shareholders of the Corporation.


(ii)

Subject to the rights, privileges, restrictions and conditions attached to any other class of shares of the Corporation, the holders of the Common Shares are entitled to receive dividends if, as and when declared by the directors of the Corporation.


(iii)

Subject to the rights, privileges, restrictions and conditions attached to any other class of shares of the Corporation, the holders of the Common Shares are entitled to share equally in the remaining property of the Corporation upon liquidation, dissolution or winding-up of the Corporation.


(b)

Preferred Shares


The Preferred Shares shall have attached to them, as a class, the rights, privileges, restrictions and conditions as hereinafter set forth.


(i)

The Preferred Shares may from time to time be issued in one or more series and, subject to the following provisions, and subject to the sending of articles of amendment in prescribed form and the issuance of a certificate of amendment in respect thereof, the directors may fix from time to time and before issue of a series of Preferred Shares, the number of shares which are to comprise that series and the designation, rights, privileges, restrictions and conditions to be attached to that series of Preferred Shares including, without limiting the generality of the foregoing, the rate or amount of dividends or the method of calculating dividends, the dates of payment of dividends, the redemption, purchase and/or conversion prices and terms and conditions of redemption, purchase and/or conversion, and any sinking fund or other provisions.


(ii)

The Preferred Shares of each series shall, with respect to the payment of dividends and the distribution of assets or return of capital in the event of liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other return of capital or distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, rank on a parity with the Preferred Shares of every other series and be entitled to preference over the Common Shares and over any other shares of the Corporation ranking junior to the Preferred Shares.  The Preferred Shares of any series may also be given other preferences, not inconsistent with these articles, over the Common Shares and any other shares of the Corporation ranking junior to the Preferred Shares of a series as may be fixed in accordance with clause (b)(i).





(iii)

If any cumulative dividends or amounts payable on the return of capital in respect of a series of Preferred Shares are not paid in full, all series of Preferred Shares shall participate rateably in respect of accumulated dividends and return of capital.


(iv)

Unless the directors otherwise determine in the articles of amendment designating a series of Preferred Shares, the holder of each share of a series of Preferred Shares shall not, as such, be entitled to receive notice of or vote at any meeting of shareholders, except as otherwise specifically provided in the Business Corporations Act (Alberta).




Schedule “B”


OTHER RULES OR PROVISIONS

Attached to and Forming Part of the Articles of

Energy Exploration Technologies Inc.




(a)

The directors may, between annual general meetings, appoint 1 or more additional directors of the Corporation to serve until the next annual general meeting, but the number of additional directors shall not at any time exceed 1/3 of the number of directors who held office at the expiration of the last annual meeting of the Corporation.


(b)

Meetings of shareholders of the Corporation shall be held anywhere in Alberta that the directors determine.





EX-3 4 exhibit320.htm BYLAWS OF ENERGY EXPLORATION TECHNOLOGIES INC. DATED OCTOBER 24 , 2003 Filed By Filing Services Canada Inc. 403-717-3898






BY-LAW NUMBER 1



A BY-LAW RELATING GENERALLY

TO THE TRANSACTION OF THE

BUSINESS AND AFFAIRS OF

ENERGY EXPLORATION TECHNOLOGIES INC.











 

CONTENTS

   
       
       
SECTION 1 DEFINITIONS AND INTERPRETATION 1  
       
(1) Definitions 1  
(2) Interpretation 2  
(3) Headings 2  
(4) By-laws Subject to the ABCA 2  
       
SECTION 2 BUSINESS OF THE CORPORATION 2  
       
(1) Execution of Documents 2  
(2) Cheques, Drafts and Notes 2  
(3) Corporate Seal 3  
(4) Banking Arrangements 3  
(5) Voting Rights in Other Bodies Corporate 3  
(6) Withholding Information from Shareholders 3  
(7) Divisions 3  
       
SECTION 3 BORROWING 4  
       
(1) Borrowing Power 4  
       
SECTION 4 DIRECTORS 4  
       
(1) Management of Business 4  
(2) Qualification 4  
(3) Number of Directors 5  
(4) Increase Number 5  
(5) Decrease Number 5  
(6) Election and Term 5  
(7) Removal of Directors 5  
(8) Consent 5  
(9) Ceasing to Hold Office 6  
(10) Filling Vacancies 6  
(11) Delegation to a Managing Director or Committee 6  
(12) Remuneration and Expenses 7  
(13) Annual Financial Statements 7  
       
SECTION 5 MEETINGS OF DIRECTORS 7  
       
(1) Calling Meetings 7  
(2) Notice 7  
(3) Notice of Adjourned Meeting 9  
(4) Meetings Without Notice 9  
(5) Waiver of Notice 9  
(6) Quorum 9  
(7) Regular Meetings 9  
(8) Chairperson of Meetings 10  
       
       
 

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(9) Decision on Questions 10  
(10) Meeting by Telephone 10  
(11) Resolution in Lieu of Meeting 10  
       
SECTION 6 OFFICERS AND APPOINTEES OF THE BOARD 10  
       
(1) Appointment of Officers 10  
(2) Term of Office 10  
(3) Duties of Officers 10  
(4) Remuneration 11  
(5) Chairperson of the Board 11  
(6) Managing Director 11  
(7) President 11  
(8) Vice-President 11  
(9) Secreta ry 11  
(10) Treasurer 11  
(11) Agents and Attorneys 12  
       
SECTION 7 CONFLICT OF INTEREST 12  
       
(1) Disclosure of Interest 12  
(2) Approval and Voting 12  
(3) Effect of Conflict of Interest 12  
       
SECTION 8 LIABILITY AND INDEMNIFICATION 13  
       
(1) Limitation of Liability 13  
(2) Indemnity 13  
(3) Insurance 14  
       
SECTION 9 SECURITIES 14  
       
(1) Shares 14  
(2) Options and Other Rights to Acquire Securities 14  
(3) Commissions 14  
(4) Securities Register 14  
(5) Transfer Agents and Registrars 16  
(6) Dealings with Registered Holders 16  
(7) Transfers of Securities 16  
(8) Registration of Transfers 16  
(9) Lien 17  
(10) Security Certificates 17  
(11) Entitlement to a Security Certificate 17  
(12) Securities Held Jointly 17  
(13) Replacement of Security Certificates 17  
(14) Fractional Shares 17  
       
SECTION 10 MEETINGS OF SHAREHOLDERS 18  
       
(1) Annual Meeting of Shareholders 18  
       
       
 

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(2) Special Meetings of Shareholders 18  
(3) Special Business 18  
(4) Place and Time of Meetings 18  
(5) Notice of Meetings 18  
(6) Notice of Adjourned Meetings 19  
(7) Waiver of Notice 19  
(8) Shareholder List 19  
(9) Persons Entitled to Vote 20  
(10) Chairperson of Meetings 20  
(11) Scrutineer 20  
(12) Procedure at Meetings 20  
(13) Persons Entitled to be Present 20  
(14) Quorum 21  
(15) Loss of Quorum 21  
(16) Proxy Holders and Representatives 21  
(17) Time for Deposit of Proxies 22  
(18) Revocation of Proxies 22  
(19) Joint Shareholders 22  
(20) Decision on Questions 22  
(21) Voting by Show of Hands 22  
(22) Voting by Ballot 23  
(23) Number of Votes 23  
(24) Meeting by Telephone 23  
(25) Resolution in Lieu of Meeting 23  
       
SECTION 11 NOTICES 23  
       
(1) Method of Notice 23  
(2) Notice to Joint Shareholders 23  
(3) Notice to Successors 24  
(4) Non-Receipt of Notices 24  
(5) Failure to Give Notice 24  
(6) Execution of Notices 24  

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SECTION 1
DEFINITIONS AND INTERPRETATION

(1)

Definitions

In the by-laws, unless the context otherwise requires:


(a)

"ABCA" means the Business Corporations Act (Alberta), as amended;

(b)

"appoint" includes elect and vice versa;

(c)

"Articles" includes the original or restated articles of incorporation, articles of amendment, articles of amalgamation, articles of continuance, articles of reorganization, articles of arrangement, articles of dissolution and articles of revival of the Corporation, and any amendment to any of them;

(d)

"Board" means the board of directors of the Corporation;

(e)

"By-laws" means this by-law and all other by-laws of the Corporation from time to time in force;

(f)

"Corporation" means Energy Exploration Technologies Inc.;

(g)

"Director" means an individual who is elected or appointed as a director of the Corporation;

(h)

"Indemnified Party" has the meaning set out in Section 8 for purposes of that section;

(i)

"Officer" means an officer of the Corporation appointed by the Board;

(j)

"Record Date" means, for the purpose of determining Shareholders entitled to receive notice of a meeting of Shareholders:

(i)

the date fixed in advance by the Board for that determination which precedes the date on which the meeting is to be held by not more than fifty (50) days and not less than twenty one (21) days,

(ii)

if no date is fixed by the Board, at the close of business on the last business day which precedes the day on which the notice is sent, or

(iii)

if no notice is sent, the day on which the meeting is held;

(k)

"Recorded Address" means:

(i)

in the case of a Shareholder, the Shareholder's latest address as shown in the Corporation's records or those of its transfer agent,

(ii)

in the case of joint Shareholders, the latest address as shown in the Corporation's records or those of its transfer agent in respect of those joint holders, or the first address appearing if there is more than one address,




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(iii)

in the case of a Director, the Director's latest address as shown in the Corporation's records or in the last notice of directors filed with the Registrar, and

(iv)

in the case of an Officer or auditor of the Corporation, that person's latest address as shown in the Corporation's records;

(l)

"Registrar" means the Registrar of Corporations or a Deputy Registrar of Corporations appointed under the ABCA;

(m)

"Regulations" means the Regulations, as amended, in force from time to time under the ABCA; and

(n)

"Shareholder" means a shareholder of the Corporation.

(2)

Interpretation

In the by-laws, except if defined in this section or the context does not permit:

(a)

words and expressions defined or used in the ABCA have the meaning or use given to them in the ABCA;

(b)

words importing the singular include the plural and vice versa;

(c)

words importing gender include masculine, feminine and  neuter genders; and

(d)

words importing persons include bodies corporate.

(3)

Headings

The headings used in the by-laws are inserted for convenience of reference only.  The headings are not to be considered or taken into account in construing the terms of the by-laws nor are they to be deemed in any way to clarify, modify or explain the effect of any term of the by-laws.


(4)

By-laws Subject to the ABCA

The by-laws are subject to the provisions of the ABCA and the Regulations, to any unanimous shareholder agreement and to the Articles, in that order.


SECTION 2
BUSINESS OF THE CORPORATION

(1)

Execution of Documents

Documents may be executed on behalf of the Corporation in the manner and by the persons as the Board may designate by resolution from time to time.


(2)

Cheques, Drafts and Notes

Cheques, drafts or orders for the payment of money, notes, acceptances and bills of exchange shall be executed in the manner and by the persons as the Board may designate by resolution from time to time.




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(3)

Corporate Seal

The Board may, by resolution, adopt a corporate seal containing the name of the Corporation as the corporate seal.  A document issued by or executed on behalf of the Corporation is not invalid only because the corporate seal is not affixed to that document.  A document requiring authentication by the Corporation does not require to be under seal.


(4)

Banking Arrangements

The Board may open any bank accounts as the Corporation may require at a financial institution designated by resolution of the Board from time to time.  The Board may adopt, authorize, execute or deposit any document furnished or required by the financial institution and may do any other thing as may be necessarily incidental to the banking and financial arrangements of the Corporation.


(5)

Voting Rights in Other Bodies Corporate

The persons designated by the Board to execute documents on behalf of the Corporation may execute and deliver instruments of proxy and arrange for the issue of voting certificates or other evidence of the right to exercise voting rights attached to any securities held by the Corporation in another body corporate.  The instruments, certificates or other evidence shall be in favour of the person that is designated by the persons executing the instruments of proxy or arranging for the issue of voting certificates or other evidence of the right to exercise voting rights.  In addition, the Board may direct the manner in which and the person by whom any particular voting right or class of voting rights may be exercised.


(6)

Withholding Information from Shareholders

No Shareholder is entitled to obtain any information respecting any detail or conduct of the Corporation's business which, in the opinion of the Board, would not be in the best interests of the Shareholders or the Corporation to communicate to the public.


The Board may determine whether and under what conditions the accounts, records and documents of the Corporation are open to inspection by the Shareholders.  No Shareholder has a right to inspect any account, record or document of the Corporation except as conferred by the ABCA or authorized by resolution of the Board or by resolution passed at a meeting of Shareholders.


(7)

Divisions

The Board may cause any part of the business and operations of the Corporation to be segregated or consolidated into one or more divisions upon any basis as the Board considers appropriate.  Any division may be designated by a name as the Board determines and may transact business under that name.  The name of the Corporation must be set out in legible characters in and on all contracts, invoices, negotiable instruments and orders for goods or services issued or made by or on behalf of any division of the Corporation.




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SECTION 3
BORROWING

(1)

Borrowing Power

Without limiting the borrowing power of the Corporation provided by the ABCA, the Board may, without authorization of the Shareholders:


(a)

borrow money on the credit of the Corporation;

(b)

issue, reissue, sell or pledge debt obligations of the Corporation;

(c)

subject to Section 45 of the ABCA, give a guarantee on behalf of the Corporation to secure performance of an obligation of any person; and

(d)

mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, to secure any obligation of the Corporation.

The Directors may, by resolution, delegate to a Director, a committee of Directors or an Officer all or any of the powers conferred on them by this section.


SECTION 4
DIRECTORS

(1)

Management of Business

The Board shall manage the business and affairs of the Corporation.  Every Director must comply with the ABCA, the Regulations, the Articles and the By-laws.


(2)

Qualification

A person is disqualified for election as a Director if that person:


(a)

is less than 18 years of age;

(b)

is

(i)

a dependant adult as defined in the Dependent Adults Act (Alberta) or the subject of a certificate of incapacity under that Act,

(ii)

a formal patient as defined in the Mental Health Act (Alberta),

(iii)

the subject of an order under The Mentally Incapacitated Persons Act (Alberta) appointing a committee of his or her person, estate or both, or

(iv)

a person who has been found to be of unsound mind by a court elsewhere than in Alberta;

(c)

is not an individual; or

(d)

has the status of bankrupt.




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A Director is not required to hold shares issued by the Corporation.


(3)

Number of Directors

The Board is to consist of that number of Directors permitted by the Articles.  In the event the Articles permit a minimum and maximum number of Directors, the Board is to consist of the number of Directors the Shareholders determine by ordinary resolution.  The number of Directors at any one time may not be less than the minimum or more than the maximum number permitted by the Articles.


(4)

Increase Number

The Shareholders may amend the Articles to increase the number, or the minimum or maximum number, of Directors.  Upon the adoption of an amendment increasing the number or minimum number of Directors, the Shareholders may, at the meeting at which they adopt the amendment, elect the additional number of Directors authorized by the amendment.  Upon the issue of a certificate of amendment, the Articles are deemed to be amended as of the date the Shareholders adopted the amendment.


(5)

Decrease Number

The Shareholders may amend the Articles to decrease the number, or the minimum or maximum number, of Directors.  No decrease shortens the term of an incumbent Director.


(6)

Election and Term

Each Director named in the notice of directors filed at the time of incorporation holds office from the issue of the certificate of incorporation until the first meeting of Shareholders.  The Shareholders are to elect Directors by ordinary resolution at the first meeting of Shareholders and at each succeeding annual meeting at which an election of Directors is required.  The elected Directors are to hold office for a term expiring not later than the close of the next annual meeting of Shareholders following the election.   A Director not elected for an expressly stated term ceases to hold office at the close of the first annual meeting of Shareholders following the Director's election.  If Directors are not elected at a meeting of Shareholders, the incumbent Directors continue in office until their respective successors are elected.


(7)

Removal of Directors

The Shareholders may by ordinary resolution passed at a special meeting of Shareholders remove a Director from office.  Any vacancy created by the removal of a Director may be filled at the meeting at which the Director was removed, failing which the vacancy may be filled by the Directors.


(8)

Consent

No election or appointment of an individual as a Director is effective unless:


(a)

the individual was present at the meeting when elected or appointed and did not refuse to act as Director; or

(b)

if the individual was not present at the meeting when elected or appointed as a Director, the individual




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(i)

consented in writing to act as a Director before the individual's election or appointment or within 10 days after it, or

(ii)

has acted as a Director pursuant to the election or appointment.

(9)

Ceasing to Hold Office

A Director ceases to hold office when:


(a)

the Director dies or resigns;

(b)

the Director is removed from office by the Shareholders; or

(c)

the Director ceases to be qualified for election as a Director under Subsection 4(2) above.

A Director's resignation is effective at the time a written resignation is sent to the Corporation, or at the time specified in the resignation, whichever is later.


(10)

Filling Vacancies

The Directors may fill a vacancy in the Board, except a vacancy resulting from an increase in the number or minimum number of Directors or from a failure to elect the number or minimum number of Directors required by the Articles.  If there is not a quorum of Directors, or if there has been a failure to elect the number or minimum number of Directors required by the Articles, the Directors then in office must immediately call a special meeting of Shareholders to fill the vacancy.  If the Directors fail to call a meeting, or if there are no Directors then in office, the meeting may be called by any Shareholder.


(11)

Delegation to a Managing Director or Committee

The Directors may appoint from their number a Managing Director or a committee of Directors.  At least half of the members of a committee of Directors must be resident Canadians.  A Managing Director must be a resident Canadian.  The Directors may delegate to a Managing Director or a committee of Directors any of the powers of the Directors.  However, no Managing Director and no committee of Directors has authority to:


(a)

submit to the Shareholders any question or matter requiring the approval of the Shareholders;

(b)

fill a vacancy among the Directors or in the office of auditor;

(c)

issue securities, except in the manner and on the terms authorized by the Directors;

(d)

declare dividends;

(e)

purchase, redeem or otherwise acquire shares issued by the Corporation, except in the manner and on the terms authorized by the Directors;

(f)

pay a commission in connection with the sale of shares of the Corporation;

(g)

approve a management proxy circular;



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(h)

approve any financial statements; or

(i)

adopt, amend or repeal By-laws.

(12)

Remuneration and Expenses

The Directors are entitled to receive remuneration for their services in the amount as the Board determines.  Subject to the Board's approval, the Directors are also entitled to be reimbursed for traveling and other expenses incurred by them in attending meetings of the Board or any committee of Directors or in the performance of their duties as Directors.


Nothing contained in the by-laws precludes a Director from serving the Corporation in another capacity and receiving remuneration for acting in that other capacity.


The Directors must disclose to the Shareholders the aggregate remuneration paid to the Directors.  The disclosure must be in a written document to be forwarded to the Shareholders prior to every annual meeting of Shareholders and must relate to the same time period as the financial statements required to be presented such annual meeting.


(13)

Annual Financial Statements

The Board must place before the Shareholders at every annual meeting of Shareholders financial statements which have been approved by the Board as evidenced by the signature of not less that two (2) of the Directors, the report of the auditor and any further information respecting the financial position of the Corporation and the results of its operations that is required by the ABCA, the Regulations, the Articles, the by-laws or any unanimous shareholder agreement.


SECTION 5
MEETINGS OF DIRECTORS

(1)

Calling Meetings

The Chairperson of the Board, the Managing Director or any Director may call a meeting of Directors.  A meeting of Directors or of a committee of Directors may be held within or outside of Alberta at the time and place indicated in the notice referred to in Subsection 5(2) below.


(2)

Notice

Notice of the time and place of a meeting of Directors or any committee of Directors must be given to each Director or each Director who is a member of a committee not less than forty eight (48) hours before the time fixed for that meeting.  Notice must be given in the manner prescribed in Section 11.  A notice of a meeting of Directors need not specify the purpose of the business to be transacted at the meeting except when the business to be transacted deals with a proposal to:


(a)

submit to the Shareholders any question or matter requiring the approval of the Shareholders;

(b)

fill a vacancy among the Directors or in the office of auditor;

(c)

issue securities;



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(d)

declare dividends;

(e)

purchase, redeem or otherwise acquire shares issued by the Corporation;

(f)

pay a commission in connection with the sale of shares of the Corporation;

(g)

approve a management proxy circular;

(h)

approve any financial statements; or

(i)

adopt, amend or repeal By-laws.


(3)

Notice of Adjourned Meeting

Notice of an adjourned meeting of Directors is not required if a quorum is present at the original meeting and if the time and place of the adjourned meeting is announced at the original meeting.  If a meeting is adjourned because a quorum is not present, notice of the time and place of the adjourned meeting must be given as for the original meeting.  The adjourned meeting may proceed with the business to have been transacted at the original meeting, even though a quorum is not present at the adjourned meeting.


(4)

Meetings Without Notice

No notice of a meeting of Directors or of a committee of Directors needs to be given:


(a)

to a newly elected Board following its election at an annual or special meeting of Shareholders; or

(b)

for a meeting of Directors at which a Director is appointed to fill a vacancy in the Board, if a quorum is present.

(5)

Waiver of Notice

A Director may waive, in any manner, notice of a meeting of Directors or of a committee of Directors.  Attendance of a Director at a meeting of Directors or of a committee of Directors is a waiver of notice of the meeting, except when the Director attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.


(6)

Quorum

The Directors may fix the quorum for meetings of Directors or of a committee of Directors, but unless so fixed,  a majority of the Directors or of a committee of Directors holding office at the time of the meeting constitutes a quorum.  No business may be transacted unless at least half of the Directors present are resident Canadians.


(7)

Regular Meetings

The Board may by resolution establish one or more days in a month for regular meetings of the Board at a time and place to be named in the resolution.  No notice is required for a regular meeting.




8





(8)

Chairperson of Meetings

The Chairperson of any meeting of Directors is the first mentioned of the following Officers (if appointed) who is a Director and is present at the meeting:  Chairperson of the Board, Managing Director, or President.  If none of the foregoing Officers are present, the Directors present may choose one of their number to be Chairperson of the meeting.


(9)

Decision on Questions

Every resolution submitted to a meeting of Directors or of a committee of Directors must be decided by a majority of votes cast at the meeting.  In the case of an equality of votes, the Chairperson does not have a casting vote.


(10)

Meeting by Telephone

If all the Directors consent, a Director may participate in a meeting of Directors or of a committee of Directors by means of telephone or other communication facilities that permit all persons participating in the meeting to hear each other.  A Director participating in a meeting by means of telephone or other communication facilities is deemed to be present at the meeting.


(11)

Resolution in Lieu of Meeting

A resolution in writing executed by all the Directors entitled to vote on that resolution at a meeting of Directors or committee of Directors is as valid as if it had been passed at a meeting of Directors or committee of Directors.  A resolution in writing takes effect on the date it is expressed to be effective.

A resolution in writing may be executed in one or more counterparts, all of which together constitute the same resolution.  A counterpart executed by a Director and transmitted by facsimile or other device capable of transmitting a printed message is as valid as an originally executed counterpart.


SECTION 6
OFFICERS AND APPOINTEES OF THE BOARD

(1)

Appointment of Officers

The Directors may designate the offices of the Corporation, appoint, as officers, individuals of full capacity, specify their duties and delegate to them powers to manage the business and affairs of the Corporation, except those powers referred to in Section 4 which may not be delegated to a Managing Director or to a committee of Directors.  Unless required by the by-laws, an Officer does not have to be a Director.  The same individual may hold two or more offices of the Corporation.


(2)

Term of Office

An Officer holds office from the date of the Officer's appointment until a successor is appointed or until the Officer's resignation or removal.  An Officer may resign by giving written notice to the Board.  All Officers are subject to removal by the Board, with or without cause.  


(3)

Duties of Officers

An Officer has all the powers and authority and must perform all the duties usually incident to, or specified in the by-laws or by the Board for, the office held.




9


 


(4)

Remuneration

The Officers are entitled to receive remuneration for their services in an amount as determined by the Board.  The Directors must disclose to the Shareholders the aggregate remuneration paid to the five highest Officers in accordance with the rules and regulations of any stock exchange on which its shares are listed.  The disclosure must be in a written document to be forwarded to the Shareholders prior to every annual meeting of Shareholders and must relate to the same time period as the financial statements required to be presented such annual meeting.


(5)

Chairperson of the Board

If appointed and present at the meeting, the Chairperson of the Board presides at all meetings of Directors, committees of Directors and, in the absence of the President, at all meetings of Shareholders.  The Chairperson of the Board must be a Director.


(6)

Managing Director

If appointed, the Managing Director is responsible for the general supervision of the affairs of the Corporation.  During the absence or disability of the Chairperson of the Board, or if no Chairperson of the Board has been appointed, the Managing Director exercises the functions of that office.  Subject to Section 4, the Board may delegate to the Managing Director any of the powers of the Board.


(7)

President

If appointed, the President is the chief executive officer of the Corporation responsible for the management of the business and affairs of the Corporation.  During the absence or disability of the Managing Director, or if no Managing Director has been appointed, the President also exercises the functions of that office.  The President may not preside as Chairperson at any meeting of the Directors or of any committee of Directors unless the President is a Director.


(8)

Vice-President

During the absence or disability of the President, or if no President has been appointed, the Vice-President or if there is more than one, the Vice-President designated by the Board, exercises the functions of the office of the President.


(9)

Secretary

If appointed, the Secretary shall call meetings of the Directors or of a committee of Directors at the request of a Director.  The Secretary shall attend all meetings of Directors, of committees of Directors and of Shareholders and prepare and maintain a record of the minutes of the proceedings.  The Secretary is the custodian of the corporate seal, the minute book and all records, documents and instruments belonging to the Corporation.


(10)

Chief Financial Officer

If appointed, the Chief Financial Officer is responsible for the preparation and maintenance of proper accounting records, the deposit of money, the safe-keeping of securities and the disbursement of funds of




10




the Corporation.  The Chief Financial Officer must render to the Board an account of all financial transactions of the Corporation upon request.


(11)

Agents and Attorneys

The Board has the power to appoint agents or attorneys for the Corporation in or outside of Canada with any power the Board considers advisable.


SECTION 7
CONFLICT OF INTEREST

(1)

Disclosure of Interest

A Director or Officer who:


(a)

is a party to a material contract or proposed material contract with the Corporation; or

(b)

is a director or an officer of or has a material interest in any person who is a party to a material contract or proposed material contract with the Corporation;

must disclose in writing to the Corporation or request to have entered in the minutes of meetings of the Directors the nature and extent of the Director's or Officer's interest.


(2)

Approval and Voting

A Director or Officer must disclose in writing to the Corporation, or request to have entered in the minutes of meetings of Directors, the nature and extent of the Director's or Officer's interest in a material contract or proposed material contract if the contract is one that in the ordinary course of the Corporation's business would not require approval by the Board or the Shareholders.  The disclosure must be made immediately after the Director or Officer becomes aware of the contract or proposed contract.  A Director who is required to disclose an interest in a material contract or proposed material contract may not vote on any resolution to approve the contract unless the contract is:


(a)

an arrangement by way of security for money lent to or obligations undertaken by the Director, or by a body corporate in which the Director has an interest, for the benefit of the Corporation or an affiliate;

(b)

a contract relating primarily to the Director's remuneration as a Director or Officer, employee or agent of the Corporation or as a director, officer, employee or agent of an affiliate;

(c)

a contract for indemnity or insurance under the ABCA; or

(d)

a contract with an affiliate.

(3)

Effect of Conflict of Interest

If a material contract is made between the Corporation and a Director or Officer, or between the Corporation and another person of which a Director or Officer is a director or officer or in which the Director or Officer has a material interest:




11





(a)

the contract is neither void nor voidable by reason only of that relationship, or by reason only that a Director with an interest in the contract is present at or is counted to determine the presence of a quorum at a meeting of Directors or committee of Directors that authorized the contract; and

(b)

a Director or Officer or former Director or Officer to whom a profit accrues as a result of the making of the contract is not liable to account to the Corporation for that profit by reason only of holding office as a Director or Officer;

if the Director or Officer disclosed the Director's or Officer's interest in the contract in the manner prescribed by the ABCA and the contract was approved by the Board or the Shareholders and was reasonable and fair to the Corporation at the time it was approved.


SECTION 8
LIABILITY AND INDEMNIFICATION

(1)

Limitation of Liability

Every Director and Officer in exercising the powers and discharging the duties of office must act honestly and in good faith with a view to the best interests of the Corporation and must exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.  No Director or Officer is liable for:


(a)

the acts, omissions or defaults of any other Director or Officer or an employee of the Corporation;

(b)

any loss, damage or expense incurred by the Corporation through the insufficiency or deficiency of title to any property acquired for or on behalf of the Corporation;

(c)

the insufficiency or deficiency of any security in or upon which any of the money of the Corporation is invested;

(d)

any loss or damage arising from the bankruptcy, insolvency or tortious or criminal acts of any person with whom any of the Corporation's money is, or securities or other property are, deposited;

(e)

any loss occasioned by any error of judgment or oversight; or

(f)

any other loss, damage or misfortune which occurs in the execution of the duties of office or in relation to it;

unless occasioned by the wilful neglect or default of that Director or Officer.  Nothing in this By-law relieves any Director or Officer of any liability imposed by the ABCA or otherwise by law.


(2)

Indemnity

The Corporation shall indemnify a Director or Officer, a former Director or Officer and a person who acts or acted at the Corporation's request as a director or officer of a body corporate of which the Corporation is or was a shareholder or creditor (the "Indemnified Parties") and the heirs and legal representatives of each of them, against all costs, charges and expenses, which includes, without limiting the generality of the foregoing, the fees, charges and disbursements of legal counsel on an as-between-a-solicitor-and-the-solicitor's-own-client basis and an amount paid to settle an action or satisfy a judgment, reasonably




12




incurred by an Indemnified Party, or the heirs or legal representatives of an Indemnified Party, or both, in respect of any action or proceeding to which any of them is made a party by reason of an Indemnified Party being or having been a Director or Officer or a director or officer of that body corporate, if:


(a)

the Indemnified Party acted honestly and in good faith with a view to the best interests of the Corporation; and

(b)

in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Indemnified Party had reasonable grounds for believing that the Indemnified Party's conduct was lawful.

The Corporation shall indemnify an Indemnified Party and the heirs and legal representatives of an Indemnified Party in any other circumstances that the ABCA permits or requires.  Nothing in this By-law limits the right of a person entitled to indemnity to claim indemnity apart from the provisions of this By-law.


(3)

Insurance

The Corporation may purchase and maintain insurance for the benefit of a person referred to in Section 8 against the liabilities and in the amounts the ABCA permits and the Board approves.


SECTION 9
SECURITIES

(1)

Shares

Shares of the Corporation may be issued at the times, to the persons and for the consideration as the Board determines from time to time.  No share may be issued until the consideration for the share is fully paid in money or in property or past service that is not less in value than the fair equivalent of the money that the Corporation would have received if the share had been issued for money.


(2)

Options and Other Rights to Acquire Securities

The Corporation may issue certificates, warrants or other evidences of conversion privileges, options or rights to acquire securities of the Corporation.  The conditions attached to the conversion privileges, options and rights must be set out in the certificates, warrants or other evidences or in certificates evidencing the securities to which the conversion privileges, options or rights are attached.


(3)

Commissions

The Board may authorize the Corporation to pay a reasonable commission to any person in consideration of that person purchasing or agreeing to purchase shares of the Corporation from the Corporation or from any other person, or procuring or agreeing to procure purchasers for shares of the Corporation.


(4)

Securities Register

The Corporation shall maintain at its records office a securities register in which it records the securities issued by it in registered form, showing with respect to each class or series of securities:


(a)

the names, alphabetically arranged and the latest known address of each person who is or has been a security holder;




13



(b)

the number of securities held by each security holder; and

(c)

the date and particulars of the issue and transfer of each security.

The Corporation shall keep information relating to a security holder that is entered in the securities register for at least six (6) years after the security holder ceases to be a security holder.


(5)

Transfer Agents and Registrars

The Corporation may appoint one or more trust corporations as its agent to maintain a central securities register and one or more agents to maintain a branch securities register.   An agent may be designated as a transfer agent or a branch transfer agent, and a registrar, according to the agent's function.  An agent's appointment may be terminated at any time by the Corporation.  The Corporation may provide for the registration or transfer of securities by a transfer agent, branch transfer agent or registrar.


(6)

Dealings with Registered Holders

The Corporation may treat the registered owner of a security as the person exclusively entitled to vote, to receive notices, to receive any interest, dividend or other payments in respect of the security, and otherwise to exercise all the rights and powers of an owner of the security.


(7)

Transfers of Securities

Securities of the Corporation may be transferred in the form of a transfer endorsement on the security certificates issued in respect of the securities of the Corporation, or in any form of transfer endorsement which may be approved by resolution of the Board.


(8)

Registration of Transfers

If a security in registered form is presented for registration of transfer, the Corporation must register the transfer if:


(a)

the security is endorsed by the person specified by the security or by special endorsement to be entitled to the security or by the person's successor, fiduciary, survivor, attorney or authorized agent, as the case may be;

(b)

reasonable assurance is given that the endorsement is genuine and effective;

(c)

the Corporation has no duty to inquire into adverse claims, or has discharged its duty to do so;

(d)

any applicable law relating to the collection of taxes has been complied with;

(e)

the transfer is rightful or is to a bona fide purchaser; and

(f)

the fee prescribed by the Board for a security certificate issued in respect of a transfer has been paid.




14


 

(9)

Lien

If the Articles provide that the Corporation has a lien on a share registered in the name of a Shareholder or the Shareholder's legal representative for a debt of the Shareholder to the Corporation, and the Shareholder is indebted to the Corporation, the Corporation may refuse to register any transfer of such holder's shares pending enforcement of the lien.


(10)

Security Certificates

Security  certificates and acknowledgments of a security holder's right to obtain a security certificate must be in a form as the Board approves by resolution.  A security certificate must be executed by at least one Director or Officer.  Unless the Board otherwise determines, security certificates representing securities in respect of which a transfer agent or registrar has been appointed are not valid unless counterexecuted by or on behalf of the transfer agent or registrar.  Any signature may be printed or otherwise mechanically reproduced on a security certificate.  If a security certificate contains a printed or mechanically reproduced signature of a person, the Corporation may issue the security certificate, notwithstanding that the person has ceased to be a Director or Officer, and the security certificate is as valid as if the person were a Director or Officer at the date of iss ue.


(11)

Entitlement to a Security Certificate

A security holder is entitled at the holder's option to a security certificate or to a non-transferable written acknowledgment of the holder's right to obtain a security certificate from the Corporation in respect of the securities of the Corporation held by that holder.


(12)

Securities Held Jointly

The Corporation is not required to issue more than one security certificate in respect of securities held jointly by several persons.  Delivery of a certificate to one of the joint holders is sufficient delivery to all of them.  Any one of the joint holders may give effectual receipts for the certificate issued in respect of the securities or for any dividend, bonus, return of capital or other money payable or warrant issuable in respect of the security.


(13)

Replacement of Security Certificates

The Board or an Officer or agent designated by the Board may in its or the Officer's or agent's discretion direct the issue of a new security certificate in place of a certificate that has been lost, destroyed or wrongfully taken.  A new security certificate may be issued only on payment of a reasonable fee and on any terms as to indemnity, reimbursement of expenses and evidence of loss of title as the Board may prescribe.


(14)

Fractional Shares

The Corporation may issue a certificate for a fractional share or may issue in its place scrip certificates in a form that entitles the holder to receive a certificate for a full share by exchanging scrip certificates aggregating a full share.  The Directors may attach conditions to any scrip certificates issued by the Corporation, including conditions that:




15



(a)

the scrip certificates become void if they are not exchanged for a share certificate representing a full share before a specified date; and

(b)

any shares for which those scrip certificates are exchangeable may, notwithstanding any pre-emptive right, be issued by the Corporation to any person and the proceeds of those shares distributed rateably to the holders of the scrip certificates.

SECTION 10
MEETINGS OF SHAREHOLDERS

(1)

Annual Meeting of Shareholders

The Board shall call an annual meeting of Shareholders to be held not later than eighteen (18) months after the date of incorporation and subsequently, not later than fifteen (15) months after holding the last preceding annual meeting.  An annual meeting is to be held for the purposes of considering the financial statements and auditor's report, fixing the number of Directors for the following year, electing Directors, appointing an  auditor or reappointment an incumbent auditor and transacting any other business that may properly be brought before the meeting.


(2)

Special Meetings of Shareholders

The Board may at any time call a special meeting of Shareholders.


(3)

Special Business

All business transacted at a special meeting of Shareholders and all business transacted at an annual meeting of Shareholders, except as otherwise contemplated in Subsection 10(1), is deemed to be special business.


(4)

Place and Time of Meetings

Meetings of Shareholders shall be held at the place within Alberta and at the time the Board determines, unless the Articles provide otherwise.  A meeting of Shareholders may be held outside Alberta if the Articles so provide or if all the Shareholders entitled to vote at that meeting agree to holding the meeting outside Alberta.  A Shareholder who attends a meeting of Shareholders held outside Alberta is deemed to have agreed to holding the meeting outside Alberta, except when the Shareholder attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully held.


(5)

Notice of Meetings

Notice of the time and place of a meeting of Shareholders must be sent not less than twenty one (21) days and not more than fifty (50) days before the meeting to:


(a)

each Shareholder entitled to vote at the meeting;

(b)

each Director; and

(c)

the auditor of the Corporation.




16



Notice of a meeting of Shareholders called for the purpose of transacting any business other than consideration of the business contemplated in Subsection 10(1) must state the nature of the business to be transacted in sufficient detail to permit a Shareholder to form a reasoned judgment on that business and must state the text of any special resolution to be submitted to the meeting.


(6)

Notice of Adjourned Meetings

With the consent of the Shareholders present at a meeting of Shareholders, the Chairperson may adjourn that meeting to another fixed time and place.  If a meeting of Shareholders is adjourned by one or more adjournments for an aggregate of less than thirty (30) days, it is not necessary to give notice of the adjourned meeting, other than by verbal announcement at the time of the adjournment.  If a meeting of Shareholders is adjourned by one or more adjournments for an aggregate of thirty (30) days or more, notice of the adjourned meeting must be given as for the original meeting.  The adjourned meeting may proceed with the business to have been transacted at the original meeting, even though a quorum is not present at the adjourned meeting.


(7)

Waiver of Notice

A Shareholder and any other person entitled to attend a meeting of Shareholders may waive in any manner notice of a meeting of Shareholders.  Attendance of a Shareholder or other person at a meeting of Shareholders is a waiver of notice of the meeting, except when the Shareholder or other person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.


(8)

Shareholder List

If the Corporation has more than fifteen (15) Shareholders entitled to vote at a meeting of Shareholders, the Corporation must prepare a list of Shareholders entitled to receive notice of the meeting, arranged in alphabetical order and showing the number of shares held by each Shareholder,


(a)

if a Record Date is fixed, not later than ten (10) days after that date; or

(b)

if no Record Date is fixed;

(i)

at the close of business on the last business day preceding the day on which the notice is given; or

(ii)

if no notice is given, on the day on which the meeting is held.

A Shareholder may examine the list of Shareholders:


(c)

during usual business hours at the Corporation's records office or at the place where its central securities register is maintained; and

(d)

at the meeting of Shareholders for which the list was prepared.




17



(9)

Persons Entitled to Vote

A person named in a list of Shareholders is entitled to vote the shares shown opposite the person's name at the meeting to which the list relates, except to the extent that:


(a)


(i)

if a Record Date is fixed, the person transfers ownership of any of the person's shares after the Record Date; or

(ii)

if no Record Date is fixed, the person transfers ownership of any of the person's shares after the date on which the list of Shareholders is prepared; and

(b)

the transferee of those shares

(i)

produces properly endorsed share certificates; or

(ii)

otherwise establishes ownership of the shares;

and demands, not later than ten (10) days before the meeting, that the transferee's name be included in the list before the meeting;


in which case the transferee is entitled to vote the shares.


(10)

Chairperson of Meetings

The Chairperson of any meeting of Shareholders is the first mentioned of the following Officers (if appointed) who is present at the meeting: Chairperson of the Board, Managing Director or President.  If none of the foregoing Officers are present, the Shareholders present and entitled to vote at the meeting may choose a Chairperson from among those individuals present.


(11)

Scrutineer

If desired, one or more scrutineers, who need not be Shareholders, may be appointed by resolution or by the Chairperson of the meeting with the consent of the meeting.


(12)

Procedure at Meetings

The Chairperson of any meeting of Shareholders shall conduct the proceedings at the meeting in all respects.  The Chairperson's decision on any matter or thing relating to procedure, including, without limiting the generality of the foregoing, any question regarding the validity of any instrument of proxy or other evidence of authority to vote, is conclusive and binding upon the Shareholders.


(13)

Persons Entitled to be Present

The only persons entitled to be present at a meeting of Shareholders are:


(a)

the Shareholders entitled to vote at the meeting;




18



(b)

the Directors;

(c)

the auditor of the Corporation; and

(d)

any others who, although not entitled to vote, are entitled or required under any provision of the ABCA, any unanimous shareholder agreement, the Articles or the by-laws to be present at the meeting.

Any other person may be admitted only on the invitation of the Chairperson of the meeting or with the consent of the meeting.


(14)

Quorum

A quorum of Shareholders is present at a meeting of Shareholders if at least two persons are present in person or by proxy, each of whom is entitled to vote at the meeting, and who hold or represent by proxy in the aggregate not less than twenty-five (25%) percent of the shares entitled to be voted at the meeting.  If any share entitled to be voted at a meeting of Shareholders is held by two or more persons jointly, the persons or those of them who attend the meeting of Shareholders constitute only one Shareholder for the purpose of determining whether a quorum of Shareholders is present.


(15)

Loss of Quorum

If a quorum is present at the opening of a meeting of Shareholders, the Shareholders present or represented by proxy may proceed with the business of the meeting, even if a quorum is not present throughout the meeting.  If a quorum is not present at the opening of a meeting of Shareholders, the Shareholders present or represented by proxy may adjourn the meeting to a fixed time and place but may not transact any other business.


(16)

Proxy Holders and Representatives

A Shareholder entitled to vote at a meeting of Shareholders may by means of an instrument of proxy appoint a proxy holder and one or more alternate proxy holders, who are not required to be Shareholders, to attend and act at the meeting in the manner and to the extent authorized by the instrument of proxy and with the authority conferred by the instrument of proxy.  An instrument of proxy must be executed by the Shareholder or by the Shareholder's attorney, authorized in writing, and be in the form prescribed by the Regulations.  An instrument of proxy is valid only at the meeting in respect of which it is given or any adjournment of that meeting.  An instrument of proxy executed by a Shareholder and transmitted by facsimile or other device capable of transmittal, or a printed message is as valid as an originally executed instrument of proxy.


A Shareholder that is a body corporate or association may, by resolution of its directors or governing body, authorize an individual to represent it in person at a meeting of Shareholders.  That individual's authority may be established by depositing with the Corporation prior to the commencement of the meeting a certified copy of the resolution passed by the Shareholder's directors or governing body or other evidence of the individual's authority to vote.  A resolution or other evidence of authority to vote is valid only at the meeting in respect of which it is given or any adjournment of that meeting.




19



(17)

Time for Deposit of Proxies

The Board may specify in a notice calling a meeting of Shareholders a time not exceeding forty eight (48) hours, excluding Saturdays and holidays, preceding the meeting or an adjournment of the meeting before which proxies to be used at the meeting must be deposited with the Corporation or its agent.   If no time for the deposit of proxies has been specified in a notice calling a meeting of Shareholders, a proxy to be used at the meeting must be deposited with the Secretary of the Corporation or the Chairperson of the meeting prior to the commencement of the meeting.


(18)

Revocation of Proxies

A Shareholder may revoke a proxy:


(a)

by depositing an instrument in writing executed by the Shareholder or by the Shareholder's attorney authorized in writing:

(i)

at the registered office of the Corporation at any time up to and including the last business day preceding the day of the meeting, or an adjournment of that meeting, at which the proxy is to be used; or

(ii)

with the Chairperson of the meeting on the day of the meeting or an adjournment of the meeting; or

(b)

in any other manner permitted by law.

(19)

Joint Shareholders

If two or more persons hold shares jointly, one of those holders present at a meeting of Shareholders may, in the absence of the others, vote the shares.  If two or more of those persons are present in person or by proxy, they must vote as one on the shares jointly held by them.


(20)

Decision on Questions

At every meeting of Shareholders all questions proposed for the consideration of Shareholders must be decided by the majority of votes, unless otherwise required by the ABCA or the Articles.  In the case of an equality of votes, the Chairperson of the meeting does not, either on a show of hands or verbal poll or on a ballot, have a casting vote in addition to the vote or votes to which the Chairperson may be entitled as a Shareholder or proxy holder.


(21)

Voting by Show of Hands

Subject to Subsection 10(22), voting at a meeting of Shareholders shall be by a show of hands of those present in person or represented by proxy or by a verbal poll of those present by telephone or other communication facilities.  When a vote by show of hands has been taken upon a question, a declaration by the Chairperson of the meeting that the vote has been carried, carried by a particular majority or not carried, an entry to that effect in the minutes of the meeting is conclusive evidence of the fact without proof of the number of votes recorded in favour of or against any resolution or other proceeding in respect of the question.




20


 


(22)

Voting by Ballot

If a ballot is required by the Chairperson of the meeting or is demanded by a Shareholder or proxy holder entitled to vote at the meeting, either before or on the declaration of the result of a vote by a show of hands or verbal poll, voting must be by ballot.  A demand for a ballot may be withdrawn at any time before the ballot is taken.  If a ballot is taken on a question, a prior vote on that question by show of hands or verbal poll has no effect.


(23)

Number of Votes

At every meeting a Shareholder present in person or represented by proxy or present by telephone or other communication facilities and entitled to vote has one vote for each share held.


(24)

Meeting by Telephone

Any person described in Subsection 10(13) may participate in a meeting of Shareholders by means of telephone or other communication facilities that permit all persons participating in the meeting to hear each other.  A Shareholder participating in a meeting by means of telephone or other communication facilities is deemed to be present at the meeting.


(25)

Resolution in Lieu of Meeting

A resolution in writing executed by all the Shareholders entitled to vote on that resolution at a meeting of Shareholders is as valid as if it had been passed at a meeting of Shareholders.  A resolution in writing takes effect on the date it is expressed to be effective.


A resolution in writing may be executed in one or more counterparts, all of which together constitute the same resolution.  A counterpart executed by a Shareholder and transmitted by facsimile or other device capable of transmitting a printed message is as valid as an originally executed counterpart.


SECTION 11
NOTICES

(1)

Method of Notice

A notice or document required to be sent to a Shareholder, Director, Officer or auditor of the Corporation may be given by personal delivery, prepaid transmitted or recorded communication, prepaid mail addressed to the recipient at the recipient's Recorded Address or by facsimile, or other device capable of transmitting a printed message.  A notice or document sent by personal delivery or facsimile, or other device capable of transmitting a printed message is deemed to be given when it is actually delivered.  A notice or document sent by means of prepaid transmitted or recorded communication is deemed to be given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch.  A notice or document sent by mail is deemed to be given when deposited at a post office or in a public letter box.


(2)

Notice to Joint Shareholders

If two (2) or more persons are registered as joint holders of any share, a notice or document may be sent or delivered to all of them, but notice given to any one joint Shareholder is sufficient notice to the others.




21



(3)

Notice to Successors

Every person who, by operation of law, transfer, death of a Shareholder or any other means becomes entitled to any share, is bound by every notice in respect of the share which is sent or delivered to the Shareholder prior to the person's name and address being entered in the Corporation's securities register and prior to the person furnishing proof of authority or evidence of entitlement as prescribed by the ABCA.  This subsection applies whether the notice was given before or after the event which resulted in the person becoming entitled to the share.


(4)

Non-Receipt of Notices

If a notice or document is sent to a Shareholder, Director, Officer or auditor of the Corporation in accordance with Subsection 11(1) and the notice or document is returned on three (3) consecutive occasions, the Corporation is not required to give any further notice or documents to the person until that person informs the Corporation in writing of the person's new address.


(5)

Failure to Give Notice

The accidental failure to give a notice to a Shareholder, Director, Officer or auditor of the Corporation, the non-receipt of a notice by the intended recipient or any error in a notice not affecting its substance does not invalidate any action taken at the meeting to which the notice relates.


(6)

Execution of Notices

Unless otherwise provided, the signature of any person designated by resolution of the Board to execute a notice or document on behalf of the Corporation may be written, stamped, typewritten or printed.



MADE by the Directors as evidenced by the signature of the following Director effective September 20, 2003.




/s/ Don Foulkes

 

Don Foulkes, Director



CONFIRMED by the Shareholders as evidenced by the signature of the following Shareholder effective October 24, 2003.




/s/ George Liszicasz

George Liszicasz




22

EX-99.CERT 5 exhibit31.htm Filed By Filing Services Canada Inc. 403-717-3898

 

 

SECTION 302 CERTIFICATIONS



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 statements, 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-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the Registrant I have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this  quarterly report based on such evaluation; and


(d) Disclosed in this report any changes in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and


5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Registrant’s auditors:


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


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


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 13, 2003

By:/s/ George Liszicasz 

Name:

George Liszicasz

Title:

Chief Executive Officer and interim Chief 

Financial Officer (Principal Executive

 Officer and Principal Accounting Officer)

EX-99.906 CERT 6 exhibit32.htm Filed By Filing Services Canada Inc. 403-717-3898

 

 

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 Inc. (the “Company”) on Form 10-QSB for the period ended September 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, George Liszicasz, Chief Executive Officer and interim Chief Financial Officer, 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 13, 2003

By: /s/ George Liszicasz


Name: George Liszicasz

Title:    Chief Executive Officer and interim Chief Financial 

Officer (Principal Executive Officer and Principal

 Accounting Officer)


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