Item 1. Business
Overview
Energy Exploration Technologies Inc. (referred to herein as the “Company”, NXT, “we”, “us” and “our”) is a technology company focused on using its proprietary Stress Field Detector (SFD) technology for oil and gas exploration. NXT utilizes the SFD technology invented by George Liszicasz, our CEO, President and largest shareholder. The SFD technology is a remote-sensing airborne survey technology comprised of SFD sensors, integrated electronic data acquisition, processing and interpretation subsystems and software. Our principal executive offices are located at 700, 840 - 7 Avenue SW, Calgary, Alberta, Canada and our telephone number is (403) 264-7020.
We use the airborne SFD technology to survey large exploration areas from leased aircraft at speeds of approximately 200 mph to identify and prioritize oil and gas prospects for further evaluation using conventional exploration technologies of seismic and drilling. Our SFD technology affords us the relatively inexpensive ability to acquire, analyze and interpret data on potential hydrocarbon prospects in a matter of days or weeks, as compared to months or years for other wide-area exploration activities. These advantages can dramatically reduce finding costs and the time required to identify oil and gas prospects. Once SFD prospects are identified, highly focused conventional geological and geophysical methods are employed to evaluate the potential commercial viability of the prospects. Total finding costs include SFD survey, seismic data acquisition and interpretation, purchasing mineral rights and drilling and completing exploration wells.
We now conduct our activities primarily through our wholly owned subsidiary, NXT Energy Canada Inc., which focuses on Canadian-based exploration. We also have a division office in the United Arab Emirates. Survey flight activities are conducted through our subsidiary, NXT Aero Canada Inc. The parent company concentrates on improving our SFD survey system and oversees the operations of and provides management, financial and administrative services to our subsidiaries.
Corporate History
We were initially incorporated in the State of Nevada on September 27, 1994 under the name Auric Mining Corporation. In January 1996, we acquired all of the common stock of NXT Energy USA (then known as Pinnacle Oil Inc.) from its stockholders in exchange for our common stock. As a consequence of this reverse acquisition, NXT Energy USA became our wholly-owned subsidiary and its stockholders acquired a 92% controlling interest in our common stock.
Prior to this transaction, we were a corporate shell conducting no active business, and NXT Energy USA was a development stage research and development enterprise holding world-wide rights to use the SFD technology for hydrocarbon exploration purposes.
Immediately after this transaction, we changed our name to Pinnacle Oil International, Inc, and subsequently, on June 13, 2000, we changed our name to Energy Exploration Technologies.
On October 24, 2003 our shareholders, at a special shareholders’ meeting, approved the continuance of the company from the State of Nevada to the Province of Alberta, Canada. At that time we modified our name to Energy Exploration Technologies Inc.
Corporate Objective
NXT will use the proprietary SFD technology to become a technology leader in oil and gas exploration. As we enter the commercialization stage of the SFD technology development, we must acquire projects and business opportunities that build the credibility of the SFD technology and develop NXT’s ability to deliver quality oil and gas exploration Prospect Areas.
Business Strategy
Our primary objective is the achievement of profitability and self-sustaining growth:
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through the development or sale of our current inventory of properties;
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by providing SFD survey services to third parties on a fee for service basis;
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by using the SFD survey technology to identify oil and gas prospects that have the potential to justify the acquisition of mineral rights for oil and gas developments;
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through the use of conventional exploration technologies to confirm the oil and gas prospects identified with the SFD survey technology;
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by either directly participating in the selection of drilling locations or joint venturing with partners who will earn an interest by drilling the prospects at their cost and risk; and
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by the monetization of the properties as they reach the development stage.
We believe that by successfully exploiting our SFD technology we will be able to achieve market acceptance and access to additional capital to fund the exploration, land acquisition and drilling efforts that will be necessary to sustain our future growth and expansion.
Stress Field Detector Technology
Summary
The SFD sensor is a passive transducer that responds to the energy emitted by stress fields associated with significant subsurface tectonic events, which are in turn, associated with the trapping mechanisms for oil and natural gas and the presence of fluids (oil natural gas or water) in those traps. The exact nature of the energy field, which the sensor responds to and referred to as Stress Induced Energy field is under study and is not well understood. According to the Inventor, George Liszicasz, who is also our President, CEO and largest shareholder, this naturally occurring energy field is inherently linked to materials that are subject to stresses caused by subsurface tectonic events (geomechanical stresses). We have a substantial body of empirical evidence arising from our SFD surveys in Canada and the United States that shows a strong correlation between the observed response of the SFD Sensors with the development of oil and gas trapping mechanisms.
The following is a summary of some of the key elements of the development and status of the SFD technology.
Identification of the source of energy causing the SFD sensor response was discovered as a result of experimentation and observation.
In Petroleum Engineering technical literature there is a substantial body of research on the identification and application of stress fields associated with optimization of production operations for oil and gas. Determination of stress fields is also important in the operation of underground mines. Understanding stress fields associated with subsurface rocks is important to several industrial sectors.
The SFD sensor is the first device to our knowledge that can remotely measure the gradient of stress energy related to rocks in the subsurface. The SFD shows a measurable multiple sensor response to the presence of faults.
George Liszicasz and NXT have maintained the confidentiality of the design of the SFD to preserve the competitive advantage of the company. No patents have been sought in respect of the SFD because the technology continues to be improved and enhanced and there is a possibility that future modifications could be made to the concepts and Sensors that would not be subject to the patent thereby nullifying NXT’s competitive advantage.
SFD Development History
The observations that led to the development of the SFD technology originally occurred more than 10 years ago. George Liszicasz was conducting experiments with respect to the property of certain materials when he observed a phenomenon with respect to crystalline structures that he could not explain. Mr. Liszicasz theorized that the change in the electronic transport capability of the material was related to certain dynamic events in the environment, which he later characterized as stress events. Mr. Liszicasz tested this hypothesis through the development of successive generations of the sensor and concluded that it was responding to the redistribution of stress regimes in the subsurface primarily caused by tectonic events. With the SFD technology it is possible to measure a stress gradient. Mr. Liszicasz arrived at this conclusion after conducting numerous SFD tests against known major geological events such as faulting and obtaining measurable responses over significant hydrocarbon traps.
Seeing a commercial application of the SFD technology, Mr. Liszicasz focused research and development in relation to sensors that would respond to oil and gas trapping mechanisms with a higher degree of certainty. At the same time, Mr. Liszicasz commenced development of a theoretical basis for his observation. He theorized the existence of stress energy field associated with tectonic stress regime changes surrounding petroleum and natural gas accumulations and other geological events. It took a number of years to identify certain key processes taking place in the sensor and develop a remote sensing capability suitable for hydrocarbon exploration. In 1997, he moved the sensor system from a ground-based vehicle into an airplane.
Theoretical Basis
The existence of stresses in the subsurface materials associated with tectonic events is well documented in technical papers by experts in the petroleum, mining and geophysical industries. However there is essentially no data on the ability to measure stress fields directly or remotely. There is some suggestion in the geophysical science that more detailed analysis of acoustic data associated with seismic may indicate stress anomalies. The fields, which are being measured by the SFD appear to be something new. To distinguish these fields from conventional energy fields and their measurement, the SFD sensors have been subjected to nuclear radiation, electromagnetic radiation, magnetic interference, static electric fields and inertial and gravitational acceleration. The sensor’s response has been insensitive to these energy forms, indicating that the sensors are responding to some other energy field.
While we consider with interest the possible theoretical underpinnings of the SFD technology, the application of the SFD technology focuses primarily on the substantial body of empirical evidence that shows the relationship exists and it can be further developed and refined in time to provide a valuable tool for the exploration of hydrocarbons.
We hypothesize that the principal component of our SFD technology, which we refer to as the SFD sensor, is a passive transducer that creates and maintains a stress-related non-electromagnetic and non-gravitational energy field that interacts with stress-related non-electromagnetic and non-gravitational energy fields associated with subsurface conditions.
SFD Response
The evidence supporting the existence of stress gradients in the subsurface is well established. The difference between the conventional measurement techniques and the SFD method is that the former is a direct in situ measurement of strains to calculate stress and the latter measures the stress gradient remotely. The sensors respond as they pass over various stress regimes and the character of the signal response is indicative of specific geological events, such as the presence of faults and fractures and an indication of the presence of fluids in reservoirs. The SFD Technology Evaluation Survey conducted by NXT in Syria in March 2004 illustrated SFD signal responses related to known faults in the basins of Syria.
The interpretation of the SFD signals is based on pattern recognition and NXT has developed templates to qualify signal anomalies. In a SFD survey only a two dimensional line is surveyed and it is necessary to conduct the survey in a grid pattern to identify and confirm the strongest signal responses associated with structure and reservoir development. During the SFD survey the grid pattern can be modified to re-confirm and rank prospect areas that have a high potential for petroleum and natural gas development.
SFD signal responses related to hydrocarbon trapping mechanisms have also been observed. In order for the SFD to respond to changes in stress, it must itself be in motion.
SFD Survey System
Our SFD technology is comprised of the following components, which we collectively refer to as our SFD survey system, used for the following functions:
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Stress Field Detector-the stress field detector or SFD is a unit, which houses the SFD sensor, the principal component of our technology. As discussed above, the SFD sensor is a passive transducer that interacts with energy fields created by subsurface stresses and registers that interaction in the form of digital electronic signals. When NXT conducts SFD surveys, we use an SFD array incorporating twelve interchangeable SFD sensors, which allows us to collect twelve sets of SFD signals. The ability to collect data from multiple SFD sensors is important for several reasons. First, it facilitates repeatability and signal verification, and cuts down on the need for additional SFD survey flights. Second, we use different SFD sensor designs, which allow us to collect different qualitative information. For example, one design of SFD sensor appears to better identify anomalies associated with subsurface structures, while another design appears to offer more information concerning faults and a third appears to offer information concerning the quality of the reservoir in the subsurface structure. Finally, the SFD sensors are extremely sensitive devices, and the operational ability of any one sensor while on an SFD survey flight may be adversely impacted. The array of twelve sensors provides a population of three of each type of sensor and ensures that the quality of data recorded remains high.
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Data Acquisition System-used in conjunction with the SFD sensor array on surveys, our data acquisition system is a compact, portable computer system which concurrently acquires the twelve electronic digital signals from the SFD array in two different data formats per sensor or twenty-four signal sets in total, marks each of the signal sets with their geographic location using global positioning satellite coordinates and then stores this information for subsequent processing and interpretation at our home base.
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Data Processing and Interpretation Systems-once returned to our home base, the SFD data collected is processed and converted into a format that can be used by our interpretive staff. All processing is performed by our staff using computer workstations and processing software, which has been developed in-house. Once the SFD data has been processed, our geological and geophysical staff review the data, plot the flight lines and produce computer-generated base maps using our processing software and industry standard mapping software and databases.
SFD Data Interpretation
Our SFD survey system is flown over pre-selected exploration areas in a pre-set pattern using flight lines of varying altitudes and from different directions. Once SFD datasets are returned to our offices, our geological and geophysical interpretive staff process the data, plot the flight lines and produce computer-generated base maps. We then commence the following screening and interpretation process:
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First, we screen the SFD data for anomalous signals on the flight line, which we refer to as SFD anomalies. These SFD anomalies represent the re-distribution of material stresses in the subsurface. The signal anomalies are from either known oil and natural gas pools or unknown and non-producing areas. In the course of the SFD survey significant signal anomalies are confirmed on multiple flight lines forming the survey grid pattern. The cluster of confirmed SFD anomalies form a "Prospect Area".
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Then our geological team puts each identified SFD "Prospect Areas” into subsurface context using available geological databases. Where we have sufficiently qualified an SFD Prospect Area it is ready for further geological and geophysical evaluation.
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Lastly, should the recommended SFD prospect be targeted for exploration, traditional geological and geophysical methods, usually 2D or 3D seismic, are employed to evaluate the potential commercial viability of the prospect and to pinpoint drilling sites.
SFD Time Frames
We conduct our SFD surveys at speeds of approximately 200 mph, and survey approximately 600 linear miles in an operating day. For each operating survey day, our staff requires approximately four days to complete the data processing and initial SFD signal interpretation to sufficiently identify and recommend the SFD Prospect Areas from that survey.
As a consequence, we are able to record and interpret approximately 600 linear miles of SFD data acquired in one SFD survey flight over a period of only a few days. By way of comparison, traditional land-based seismic crews record up to five linear miles of 2D seismic per day. Two or more weeks are then required to process the data, followed by several weeks for interpretation. As a result, it can take a minimum of six months to record, process and interpret 600 linear miles of new 2D seismic data.
Analysis Of SFD Survey Results To Date
In March 2004, NXT conducted an SFD Technology Evaluation Survey in cooperation with the Syrian Ministry of Petroleum and Mineral Resources and the Syrian Petroleum Company (SPC). The Exploration Department of the Syrian Petroleum Company designed the survey flight grid over 61,000 square kilometers (23,552 square miles). This area contained subsurface structures and hydrocarbon accumulations whose location was known only to the Syrian Petroleum Company. The SFD Technology Evaluation Survey was designed to be a "blind survey" because NXT did not have any access to the geological databases of SPC or other companies operating in Syria. Using the interpretation protocol described above, NXT identified 17 Prospect Areas and 108 subsurface structures from the interpretation of the SFD sensor signals from 5,800 kilometers (3,625 miles) of SFD survey lines.
SPC had designed the SFD survey grid so that there were 137 known subsurface structures under the flight lines. With a coincidence of 108 of 137 subsurface structures the SFD technology was 79% accurate in structure identification. In addition, NXT identified 17 Prospect Areas. A Prospect Area is a cluster of SFD signal anomalies on multiple flight lines. The quality of the signal indicated that the Prospect Areas had a high potential for hydrocarbon accumulations. The staff at SPC Exploration Department reviewed the location and ranking of the Prospect Areas and confirmed that SPC had drilled 12 of the 17 Prospect Areas. To date 11 of the 12 were in commercial production at a cumulative daily rate of over 200,000 barrels of oil per day. The other drilled Prospect Area was non-commercial. Of the remaining 5 Prospect Areas three had been identified by SPC on conventional seismic surveys and the last two were new prospects for SPC.
NXT retained the services of Dr. Nimr Arab PhD Geophysics to review the results of the SFD Technology Evaluation Survey and the data available to the Syrian Petroleum Company that was used to compare to the SFD results. The following are the results of that work.
CONCLUSIONS
The survey conducted with the SFD technology in Syria during 2004 confirms the application of the technology as a wide area reconnaissance tool that can be applied to focus conventional exploration activities.
The SFD technology can be applied to high-grade prospects that can be confirmed with conventional exploration techniques, including seismic, significantly increasing the success of exploration while materially reducing both time and costs.
SFD sensors are airborne exploration tools that employ a unique technology at a low cost to measure stress regime distributions associated with tectonic events. The tools can identify subsurface structures that have a high likelihood of bearing hydrocarbons over a wide range of geological environments and depths, focusing and reducing the time and expense associated with conventional exploration.
NXT conducted a 5,800 km (3,635 miles) blind survey test over an area comprising 61,000 km2 (23,835 miles2) encompassing one third of the area of Syria. The survey data was acquired over a period of six days and was closely controlled by the Syrian air force personnel. The Syrian Petroleum Company (“SPC”) established the SFD flight parameters and survey grid. Using SFD interpretation protocols developed in North America, NXT evaluated the resulting data without any access to geological or production information. NXT had no opportunity to modify or calibrate interpretation protocols developed in North America and NXT was not permitted to retrace flight patterns or to cross anomalies from several directions other than when anomalies occurred at the intersection of survey lines in the preset grid.
NXT identified and submitted 17 “Prospect Areas” which are significant anomalies crossed by more than one grid line, and contain structure(s) with high potential for hydrocarbon accumulation. NXT’s Prospect Areas correctly identified 12 known drilled areas, 11 of which are cumulatively producing over 200,000 boepd and one of which is not presently economic. Three known but undrilled seismic anomalies were also identified as Prospect Areas, along with two Prospect Areas in unexplored regions that were recommended by NXT for future exploration. NXT also submitted tables identifying individual structures to SPC. By letter dated May 11th, 2004, SPC advised NXT that the survey had successfully identified 108 known structures crossed by the grid and had missed 29, a success rate of 79%. NXT has flown, acquired, processed and interpreted all SFD data and submitted all reports, maps and tables within 32 days to the Syrian Petroleum Company and the Ministry of Petroleum and Mineral Resources of Syria
In November 2003, NXT’s joint venture partner commenced drilling on an SFD identified prospect at Adsett in northeastern British Columbia, Canada. The subsurface structure had been confirmed with conventional seismic. In February of 2004 the operator of the drilling abandoned the well as non-commercial. The SFD interpretation predicted subsurface structure with the potential for reservoir and possible hydrocarbon accumulation. The result of the completion operations was the production of natural gas. However, the well also produced significant quantities of water along with the natural gas making future production operations uneconomical.
Joint Ventures
We form standard industry joint ventures on a prospect-by-prospect basis with various partners, depending upon the requirements of the specific prospect.
BUSINESS AND GEOGRAPHIC SEGMENTS
We currently operate in only one business segment, oil and natural gas exploration and development. We intend to develop oil and natural gas exploration prospects identified using our SFD technology to the point of mineral rights acquisition either with or without joint venture partners. We do not currently sell our SFD data or surveying services as a separate product to third parties. For geographical segment information, see explanatory Note 17 to our annual consolidated financial statements.
OPERATIONAL RESULTS
During 2004, the following significant events occurred
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In February the 11-18-27-25w4 well operated by Centrica was placed on production. The value to the company is net operating income of approximately $4,000 per month;
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In February the Seneca Adsett well was abandoned by the operator as non-commercial due to the significant volume of water being produced in conjunction with the natural gas;
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In March we conducted the Syrian SFD Technology Evaluation Survey;
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In April we submitted the interpretation of the SFD Technology Evaluation Survey to the Exploration Department of the Syrian Petroleum Company;
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In July we received a report from the Syrian Petroleum Company evaluating the Prospect Areas identified in the SFD Technology Evaluation Survey;
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In July we retained Dr. Nimr Arab to complete a third party and independent review of the SFD Technology Evaluation Survey conducted in Syria;
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In August, we completed a series of agreements with our President, Mr. George Liszicasz defining NXT's ownership of the SFD sensors and providing for a long-term service agreement between Mr. Liszicasz and NXT. The service agreement provides future support in the SFD sensor technology and interpretation protocol development;
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In September we released the completed Dr. Nimr Arab report on the SFD Technology Evaluation Survey conducted in Syria;
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In November we participated in the drilling and completion of a well Virtus Wildwood 16-2-55-9w5. The well costs qualified for Flow Through expenses and completed our commitment to shareholders who had invested in flow through shares. The well completion operations carried forward into February 2005;
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In December we completed a $1,000,000 financing with Dynamic Focus Resource Fund of Toronto, ON, Canada;
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At December 31, 2004 we had raised a total of $2,366,044 in a private placement with the unit price of $2.00 and each unit consisting of one common share and one full common share purchase warrant with an exercise price of $2.75;
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In December we appointed Ms. Jarmila Manasek as our Vice President of Finance and Controller;
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In December the Board of Directors of NXT appointed Mr. Brian Kohlhammer, CA, as a member of the Board of Directors and of the Audit Committee.
During 2003, the following significant events occurred:
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In February we actively commenced the business development activities in the Middle East
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In March we sold all of our U.S. properties for $720,000 cash and the return to treasury of all of our outstanding preferred shares
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Also in March, a well at Dalroy, Alberta that we have a small interest in was completed and tested. Right of way delays persisted until 2004 and the well was tied in to the gathering system in early 2004.
The well at Carbon, Alberta commenced production and we have a 5% overriding royalty.
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In May we conducted a 5,000 kilometer survey in B.C.
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In June we sold our interest in the Monarch property
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In August we acquired our Tenaka property in British Columbia, Canada;
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In September, we closed a private placement for $750,000 for which we issued 1,875,000 common shares
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Also, in September our proposal to conduct an SFD technology evaluation survey in Syria was accepted by the Syrian Petroleum Company
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In October we continued NXT from Nevada to Alberta
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In November, drilling commenced on our South Adsett prospect in B.C.
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In December we commenced two private placements and closed the 2003 flow-through placement segment
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In December the South Adsett drilling was completed. It was tested in February 2004 and abandoned.
Summary of Exploration Costs
Summarized below are the oil and natural gas property costs we capitalized for the year ended and as of December 31, 2004 and 2003:
The property costs net of depletion, impairments and dispositions, by proved and unproved classification, are as follows at December 31, 2004, 2003, 2002:
Summary of Drilling Results
Summarized below are our drilling results relative to natural gas or oil wells in which we have an interest.
(1)
Based on rig release dates.
Summary of Proved Reserves
We have proven producing reserves at Centrica Ardenode 11-18-27-25w4.
Summary of Acreage
Summarized below is the acreage of land holdings in which we hold either direct working interest agreements, or have a right to acquire a working interest.
Note: In Alberta 2,254 net acres expired between January 1, 2005 and March 31, 2005. An additional 1,534 net acres will expire from April 1, 2005 to December 31, 2005.
Description Of Properties
Alberta, Canada
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Ardenode --We hold a 22.5% working interest in 640 acres. The producing well 11-18-25-27w4 was drilled and completed in 2003 and tied into the production system in February 2004. The total net production from February to December 31, 2004 was 11 mmcf.
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Carbon - We hold a 2.5% overall net overriding royalty interest in this 640 acre exploration block located in the Carbon area of southwestern Alberta and receive a monthly royalty.
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Fincastle - We hold 21% to 50 % interests in 1,280 acres in this prospect which targets Jurassic Sawtooth sands in the Taber area. In December 2002, a partner drilled and abandoned a well on this prospect.
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Wildwood - We hold a 20% working interest in 640 acres. In December 2004, a partner drilled and suspended a well on this property.
British Columbia, Canada
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South Adsett- This land was purchased in August 2002 and was drilled in late 2003. Although there were gas shows the well was abandoned in late February 2004. We hold a 26.7 % interest in 9,607 acres.
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Tenaka- This land was purchased in August 2003 and we plan to run seismic on it in 2004. We hold a 33% interest in 2,703 acres.
Future Activities
We are in the process of implementing the changes we have made to our business strategy. As a result of the successful completion of the SFD technology Evaluation Survey in Syria we have identified potential marketing opportunities in the Middle East and North Africa for NXT to provide SFD surveys on a fee for service basis to international and national oil companies. In the past, we focused our utilization of the SFD technology towards the fulfillment of our obligations in the exploration joint ventures and were compelled by our joint venture agreements to accept our partners’ decisions on which prospects were to be drilled. The prospects selected by our partners were often not the preferred SFD targets.
As a result of the low success rates achieved in those joint ventures, which have now expired, we believe that we must:
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Take the lead in applying SFD technology to larger, relatively unexplored basins, including regions outside of North America;
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Continue marketing the SFD survey technology on a fee for service basis to the international oil and gas exploration industry including national oil companies in the Middle East and North Africa;
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Upon identification of likely prospects, run gravity and 2D seismic to pinpoint drilling locations;
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Acquire mineral rights or negotiate participation rights; and
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Drill the selected sites, either directly or with interested joint venture partners.
By taking control in certain circumstances, we will attempt to ensure that the following objectives are appropriately addressed:
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focus our exploration efforts on areas where SFD will be most effective;
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expeditiously pursue seismic, land acquisition and drilling operations to prove prospects when we believe the circumstances to be warranted; and
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focus on exploration areas where we can acquire rights to all prospective zones as our SFD technology cannot determine the depth of subsurface reservoirs or other potential hydrocarbon-bearing features with a sufficient degree of accuracy.
Our future activities will be aggressively directed towards creating value from our existing lands through an active program of soliciting farm-ins, participating in the most attractive drilling prospects as well as dispositions of those prospects and reserves which we feel have limited upside potential or are not core to our plans.
Management will be seeking to monetize assets on a continuous basis to fund exploration efforts. A number of properties have been identified as disposition candidates and are being marketed. Creating a consistent revenue stream to fund on-going operations is critical at this point and will be a prime focus for much of 2005. At the same time, we will be seeking opportunities that do not require large outlays of capital but which will enable us to earn interests in mineral rights through the application of SFD.
Competition
Since we use our SFD technology for wide-area oil and natural gas reconnaissance exploration, our competition would generally be described as other companies using other technologies for wide-area oil and natural gas reconnaissance exploration. The principal competitive technology in this regard is seismic, which is well accepted in the industry and has been used for over 70 years. While there are numerous seismic service companies, none use their technology for their own exploration but rather they sell the service to the oil and gas industry. The largest seismic providers to our knowledge are Compagnie Generale de Geophysique, S.A, Seitel, Inc., Veritas DGC Inc. and Petroleum Geo-Services A.S.A.
There are also a number of other technologies used in the industry for passive wide-area oil and natural gas reconnaissance exploration, including aeromagnetic, gravity surveys, ground or surface radar, satellite surveys, telemetrics and spectrum analyzers. However, we do not believe that any of these technologies have been widely accepted in the industry as a highly predictive general exploration tool.
To our knowledge, there are no other companies in the oil and natural gas exploration industry who commercially employ any technology similar to our SFD technology.
Employees
We utilize specialized skill and knowledge in the identification and evaluation of prospects and in the research, development and improvement of the SFD technology. We have obtained the necessary skill and knowledge through our current employees. As of December 31, 2004, we had a staff of 13 consisting of 7 full-time employees and 6 consultants including 3 financial staff, 6 operations staff, electronics engineer, a research scientist holding a Ph.D. in micro-electronics and 2 administrative staff.
Research and Development
Our research and development activities have focused on developing, improving and testing our SFD survey system and related components. As we are now in the more mature stage of full practical application we have identified a requirement to increase our interpretation capacity. We will be dedicating our expenditures in the areas of base research for sensor design and to enhance application interpretation capability. Research and development expenses in 2004 and 2003 were nil and $152,862 in 2002.
Manufacturing Capacity And Suppliers
We are not dependent upon any third party contract manufacturers or suppliers to satisfy our technology requirements. Our SFD sensors and the SFD unit in which they are incorporated are custom designed, fabricated and assembled in-house. The customized software used in our data acquisition system are written and modified by outside consulting programmers with whom we have long-standing relationships. The computer hardware we use in our SFD survey systems (other than the SFD unit), and the balance of the computer software we use, are all readily available from retail or wholesale sources.
Subsidiaries
We have two wholly-owned operating subsidiaries: NXT Energy Canada Inc. and NXT Aero Canada Inc., federal Canadian corporations formed on April 1, 1997 and October 30, 2000, respectively. NXT Energy Canada focuses on Canadian-based exploration and the survey flight activities are conducted through NXT Aero Canada. We also have two wholly owned inactive subsidiaries: NXT Energy USA, Inc. and NXT Aero USA, Inc., Nevada corporations formed on October 20, 1995 and August 28, 2000, respectively. We previously conducted our U.S. operations through NXT Energy USA Inc. and NXT Aero USA Inc. but these companies have been inactive since the sale of the U.S. properties in early 2003. The headquarters of all our subsidiaries are in Calgary, Alberta, Canada.
Governmental And Environmental Regulation
SFD Survey Flight Operations
The operation of our business, namely, conducting aerial SFD surveys and interpreting SFD data, is not subject to material governmental or environmental regulation with the exception of flight rules issued by Transport Canada governing the use of private aircraft, including rules relating to low altitude flights. Based upon our experience in Syria we expect that for our international survey operations we will require approvals of the SFD survey flight pattern from the appropriate ministries and governmental departments in the country of operations.
Oil and Gas Exploration and Development Projects
The oil and natural gas industry in general is subject to extensive controls and regulations imposed by various levels of the federal and provincial governments in Canada. In particular, oil and natural gas exploration and production is subject to laws and regulations governing environmental quality and pollution control, limits on allowable rates of production by well or proration unit, and other similar regulations. Laws and regulations are generally intended to prevent the waste of oil and natural gas, to protect rights to produce oil and natural gas between owners in a common reservoir, to control the amount of oil and natural gas produced by assigning allowable rates of production, and to reduce contamination of the environment. Environmental regulations affect our operations on a daily basis. Drilling in certain areas has been opposed by environmental groups and, in certain areas, has been restricted. We believe that the trend to stricter environmental legislation and regulations will continue.
We do not expect that any of these government controls or regulations will affect projects in which we participate in a manner materially different than they would affect other projects of similar size or scope of operations. All current legislation is a matter of public record and we are not able to accurately predict what additional legislation or amendments may be enacted. Governmental regulations may be changed from time to time in response to economic or political conditions. Any laws enacted or other governmental action taken which prohibit or restrict onshore and offshore drilling or impose environmental protection requirements that result in increased costs to the oil and natural gas industry in general would have a material adverse effect on our business, financial condition and results of operations.
Operating Hazards
SFD Survey Flight Operations
The operations of SFD survey flights are subject to the usual hazards incident to general and low-level flight operations. These hazards can cause personal injury and loss of life, as well as severe damage to and destruction of property. We maintain general business insurance coverage and insurance specific to the operation of a third party aircraft.
Oil and Gas Exploration and Development Projects
The oil and natural gas exploration and development projects in which we participate will be subject to the usual hazards incident to the drilling of oil and natural gas wells, including the risk of fire, explosion, blow-out, pipe failure, casing collapse, abnormally pressured formations and environmental hazards such as oil spills, gas leaks, ruptures and discharges of toxic gases. These hazards can cause personal injuries or loss of life, severe damage to or destruction of property, natural resources and equipment, pollution or other environmental damage, clean-up responsibilities, regulatory investigation and penalties and suspension of operations.
The project operator will, in accordance with prevailing industry practice, maintain insurance against some, but not all, of these risks. The insurance maintained by the project operator generally would not cover claims relating to failure of title to oil and natural gas leases, trespass during survey acquisition or surface damage attributable to seismic operations, or business interruption, nor would it protect against loss of revenues due to well failure. There can be no assurance that any insurance obtained by the project operator covering claims related to worker's compensation, comprehensive general liability for bodily injury and property damage, comprehensive automobile liability and pollution, cleanup, underground blowout and evacuation will be adequate to cover any losses or liabilities which may be incurred within projects in which we participate. We also cannot predict the continued availability of insurance coverage or the availability of insurance at premium levels that justify its purchase.
In cases where we have direct liability as a result of our participation on a working interest basis, the failure or inability of the project operator to procure insurance at an acceptable cost or the occurrence of a significant adverse event not fully insured or indemnified against could have a direct material, adverse effect on our business, financial condition and results of operations. In these cases, our exposure will be commensurate with our participation percentage.
While we would have no direct liability in cases where our participation is limited to an overriding royalty interest, the failure or inability of the project operator to procure insurance at an acceptable cost or the occurrence of a significant adverse event not fully insured or indemnified against could have an indirect material, adverse effect on our business, financial condition and results of operations to the extent it adversely affects our joint venture partner's ability to complete current projects or explore for and develop additional projects.
SFD Technology Agreement
Energy Exploration Technologies Inc. has entered into two (2) agreements with its Chief Executive Officer and President, Mr. George Liszicasz, regarding the ownership of, use of and access to the technology that NXT has jointly developed with Mr. Liszicasz and is known by the parties as the “SFD technology”. The agreements entered into by NXT and Mr. Liszicasz are an Interim Operating Agreement and a Technical Services Agreement. Both agreements were approved by NXT’s board of directors on November 4, 2004. The Interim Operating Agreement is effective as of August 25, 2004 and expires on January 1, 2006. The Technical Services Agreement is effective as of January 1, 2006 and expires on January 1, 2011. Mr. Liszicasz developed the prototype sensor for the SFD technology, which was later transferred to Momentum Resources Corporation, a Bahamian corporation (“Momentum”), of which Mr. Liszicasz is a part-owner. Eventually, the prototype became the subject of a Restated Technology Agreement dated August 1, 1996 and amended on April 3, 1998. Pursuant to this agreement, Momentum agreed to provide certain services including but not limited to the acquisition and provision of raw SFD data and to undertake the further technical development and commercial advancement of the Prototype Stress Field Detector. However, Momentum was unwilling or unable to fulfill its obligations under the agreement and NXT was required to acquire and provide the raw SFD data and to financially contribute to the enhancement and development of the second generation of SFD sensors. NXT engaged additional staff with specialized knowledge and skills in semi-conductor and quantum technology to assist Mr. Liszicasz in developing such sensors. NXT reviewed the performance under the Restated Technology Agreement and concluded that Momentum had not fulfilled its obligations. The agreements entered into between Mr. Liszicasz and NXT and outlined above was the choice of action to ensure NXT maintained control over the SFD sensors. Under the terms of the SFD technology agreement, we are to pay Momentum a royalty equal to 5% of any Prospect Profits (as such terms are defined in the agreement), which we may receive based on data received from Momentum Resources Corporation. No such royalty was earned or payable as of December 31, 2004. The agreement with Momentum Resources is due for renewal on December 31, 2005 subject to 60 days’ notice. We intend not to renew the agreement.
The Interim Operating Agreement states that NXT has an undivided and unencumbered title to the four (4) operating stress field detectors engineered and constructed by Mr. Liszicasz since June 1, 1999 to-date, plus all sensors which might be manufactured by Mr. Liszicasz in the future with the financial contribution of NXT. This agreement also states that Mr. Liszicasz is to provide NXT with his know-how and technical expertise in connection with NXT's use of the sensors, which includes construction, redesign and advancement of the sensors; and interpretation and analysis of data produced by surveys using the sensors. The Interim Operating Agreement expires on December 31, 2005.
The Technical Services Agreement goes into effect following the expiration of the Interim Operating Agreement. and continues the obligations of Mr. Liszicasz to provide NXT with his know-how and technical expertise in connection with NXT’s use of the sensors and confirms NXT’s title to the sensors. The other purpose of this agreement is to provide additional consideration to Mr. Liszicasz for providing his services under this agreement.
The material terms of the Technical Services Agreement are as follows:
-
Mr. Liszicasz is to be employed by NXT as its President and Chief Executive Officer.
-
In the course of his employment, Mr. Liszicasz is to provide the SFD with certain support services so that NXT can carry out its operations in the exploration for hydrocarbon resources.
-
Mr. Liszicasz granted to NXT an exclusive, world-wide license to use, develop, copy and modify the existing sensors and to the extent necessary also the theories of quantum physics which are utilized in the operation of the sensors, and which theories remain the property of Mr. Liszicasz.
-
Mr. Liszicasz shall be paid an annual salary that is set by NXT’s Compensation Committee.
-
Mr. Liszicasz shall be entitled to participate in NXT’s bonus plan or plans that may be provided from time to time by NXT.
-
Mr. Liszicasz shall receive 10,000,000 shares of NXT’s preferred stock which may be converted into shares of NXT’s common stock on a one for one basis; conversion of the preferred shares in conditioned upon NXT reaching certain milestones: (a) the first 2,000,000 shares are immediately convertible; (b) the next 2,000,000 shares are convertible upon NXT reaching $50 million in annual gross revenues; (c) the next 2,000,000 shares are convertible upon NXT reaching $100 million in annual gross revenues; (d) the next 2,000,000 shares are convertible upon NXT reaching $250 million in annual gross revenues; and (e) the final 2,000,000 shares are convertible upon NXT reaching $500 million in annual gross revenues.
-
Half of the 10,000,000 shares of NXT’s preferred stock to be issued to Mr. Liszicasz are subject to approval by NXT’s shareholders at NXT’s next annual meeting of shareholders. In the event that such approval is not given, 5,000,000 shares of the preferred stock shall be cancelled.
Initially, our rights to use our SFD technology arose from the technology agreement that we had entered into with Momentum Resources Corporation whereby we had been granted the exclusive worldwide right to use, possess and control the SFD Data for hydrocarbon identification and exploration purposes.
The terms of the agreement are set forth in a document entitled “Restated Technology Agreement” and dated August 1, 1996, which purpose was to supercede a prior agreement dated January 1, 1996. Momentum Resources is a Bahamas corporation, which is directly owned and controlled by Messrs. George Liszicasz and R. Dirk Stinson, who were also parties to the Restated Technology Agreement. Mr. Liszicasz, who is the inventor of the SFD technology, is also our largest stockholder and the Chief Executive Officer and a director of our company. Mr. Stinson is a past director and officer of NXT.
The material terms of the Restated Technology Agreement, as amended by the Amendment to the Restated Technology Agreement, dated April 3, 1998, are summarized as follows:
·
We hold the exclusive worldwide right to use, possess and control all SFDs created as of August 1, 1996, as well as any enhancements and know-how relating thereto.
·
We are also entitled to the exclusive use of all SFD data generated by the SFDs for hydrocarbon identification and exploration purposes.
·
Momentum Resources is obligated to use its best efforts to survey with the SFD certain geographic areas throughout the world, which have been mutually selected by Momentum Resources, and us and to provide all raw SFD data resulting form such surveys to us for our exclusive use for the identification and exploitation of hydrocarbons. Momentum Resources further agreed to provide no less than 500 hours per year of trained manpower to generate the SFD data with respect to the selected areas. Despite this obligation, the Restated Technology Agreement does not set forth any provisions in the event that Momentum Resources fails to live up to these obligations.
·
The agreement provides for the Company to pay Momentum Resources a data fee equal to (i) 1% of the “Prospect Profits” actually received by us or our subsidiaries with respect to the commercial exploitation of each Prospect for which SFD data is provided by Momentum on or before December 31, 2000; and (ii) 5% of any Prospect Profits actually received by us or our subsidiaries with respect to the commercial exploitation of each Prospect for which SFD data is provided by Momentum after December 31, 2000. As of the date of this annual report, we have not generated any Prospect Profits and thus have not paid any data fees to Momentum Resources. “Prospect Profits” generally means the aggregate of all gross revenues that we or our subsidiaries receive with respect to the commercial exploitation of all Prospects calculated, less all project expenses actually paid by us or our subsidiaries with respect to the commercial exploitation of all Prospects. “Prospects” generally means any identified search areas that have commercially extractable amounts of hydrocarbons as determined by the interpretation of the SFD data.
·
In addition to the noted royalty the agreement provides for the Company to grant Momentum Resources "performance options" entitling it to purchase 16,000 unregistered common shares for each month in which production from SFD prospects exceeds 20,000 barrels of hydrocarbons. The exercise price for these warrants will be the "fair market value" of our common shares as determined by the mean between the closing representative bid and asked price for our common shares on the last business day of the quarter of calculation as reported by NASDAQ or NASD or if the common shares are not traded on such date, on the next preceding trading day. The options automatically expire to the extent unexercised three years from the date of grant. We are not obligated, under any circumstances, to grant options which would entitle the holders to acquire more than 8% of our common shares, after taking into consideration outstanding unexercised options. The performance options are also non-transferable except to Momentum Resource's affiliates. As of the date of this annual report, no performance options have been earned by Momentum Resources.
·
Momentum Resources is prohibited during the term of the license from (i) engaging in the identification or exploitation of hydrocarbons for its own account or any party other than the Company; (ii) granting any license or sublicense to any third party to use SFDs or SFD data to any other party for any purpose; (iii) disclosing confidential and/or proprietary information relating to the SFD or SFD data to any other party; or (iv) selling, assigning or transferring its business, or license or sublicense the SFD or SFD data to any party.
·
We are prohibited during the term of the license from (i) identifying or exploiting deposits other than hydrocarbons which have been identified using the SFD; (ii) licensing or sublicensing or providing the SFD data or interpretations thereof to any party (other than our subsidiaries and joint venture partners); (iii) disclosing confidential and/or proprietary information relating to the SFD or SFD data to any other party; or (iv) selling, assigning or transferring our business, or rights to the SFD data.
·
The initial term of the Agreement expires on December 31, 2005 if either party provides the other with 60 days prior written notice of its election not to automatically renew the Agreement. NXT intends not to extend the agreement.
·
Momentum Resources, in turn, reserves the right to terminate the SFD technology Agreement upon the occurrence of any of the following events:
·
our failure to make any payment required under the Agreement;
·
our abandonment or discontinuance of the conduct of the oil and gas exploration business;
·
our dissolution or liquidation;
·
our assignment of our assets for the benefit of our creditors, or our filing bankruptcy, or the appointment of a receiver for our business or property; or
·
our failure to perform any other material covenant, agreement or term of the Agreement.
Item 2.
Item 2. Properties
Facilities
Our principal executive offices and research and development facilities are located at 700-840-7 Avenue SW, Calgary, Alberta, T2P 3G2. Our sublease, consisting of approximately 6,600 square feet, expires on January 31, 2006. Our combined obligations for base lease payments and building operating cost and other pass-through items under this lease are approximately CDN $ 13,092 per month.
Survey Aircraft
We have developed a universal platform for our SFD equipment that can be readily installed into most types of aircraft and we no longer require custom fitted airplanes. We lease airplanes as needed to conduct our aerial surveys.
Petroleum Properties
For a description of our petroleum properties, see the sections of this annual report on Form 10-K captioned "Summary of Exploration Costs" and "Description of Properties" under "Item 1. Business" and Note 4 of our consolidated financial statements included at the end of this annual report.
Item 3.
Item 3. Legal Proceedings
On November 27, 2002, we were served a Statement of Claim, which had been filed on November 25, 2002, in the Court of Queen’s Bench of Alberta, Judicial District of Calgary (Action No. 0201-19820), naming Energy Exploration Technologies Inc. and George Liszicasz as defendants. Mr. Dirk Stinson, the plaintiff, alleges that NXT failed to pay him compensation of $74,750, plus interest, under a consulting agreement and further alleges that NXT, without lawful justification, obstructed Mr. Stinson from trading his shares of NXT. On December 10, 2002, we filed our Statement of Defense. Mr. Stinson is a past President and director of NXT and is currently a director and shareholder of Momentum Resources. We believe the claim against us is contentious because of the ambiguity of the arrangements and we are vigorously defending ourselves against the claim.
On March 18, 2003, we were served a Statement of Claim which had been filed on March 14, 2003, in the Court of Queen’s Bench of Alberta, Judicial District of Calgary (Action No. 0301-04309), naming Glen Coffey, Murray’s Aviation Repairs (1980) Ltd., Energy Exploration Technologies, its wholly-owned subsidiary, NXT Energy Canada, Inc., Dennis Wolsky, as Administrator of the Estate of Jerry Wolsky, deceased and Embassy Aero Group Ltd. as defendants. Tops Aviation Ltd., Spartan Aviation Inc. and John Haskakis (the “Plaintiffs”) allege that the defendants were negligent and in breach of a Ferry Flight Contract between one or some of the defendants and one or some of the Plaintiffs under which Mr. Jerry Wolsky was to deliver a Piper Twin Comanche aircraft to Athens, Greece. The aircraft crashed in Newfoundland enroute to Athens killing Mr. Wolsky. The Plaintiffs are seeking, among other things, damages in the amount of $450,000 CDN or loss and damages to the aircraft and cargo; and damages in respect to search and rescue expenses, salvage, storage, transportation expenses and pollution and contamination expenses.
Neither we nor our subsidiary, NXT Energy Canada, Inc., were parties to the Ferry Flight Contract. We believe the claim against us and our subsidiary is without merit and intend to vigorously defend ourselves against the claim and will seek an expeditious dismissal of the claim.
Item 4.
Item 4. Submission Of Matters To A Vote Of Security Holders
NXT’s Annual Meeting of Shareholders was held on June 24, 2004, at which the following items were voted upon:
1. The following directors were elected to the board of directors to hold such position until the next annual meeting of the shareholders or until their successor is duly elected and qualified:
Voting Results
For
Against
Abstain
Sheikh Al Hassan
13,464,016
6,608
Donald Foulkes
13,465,516
5,108
Dennis R. Hunter
13,465,516
5,108
George Liszicasz
13,465,516
5,108
Douglas Rowe
13,465,516
5,108
Robert Van Caneghan
11,228,295
13,050
2. The shareholders ratified the appointment of Deloitte & Touche LLP as our auditors, who have been our auditors since July 9, 2002.
Voting Results
For
Against
Abstain
13,470,424
PART II
Item 5.
Item 5. Market Price Of And Dividends On Our Common Shares And Related Shareholder Matters
Market Information
Our common shares currently trade on the Over-the-Counter Bulletin Board under the trading symbol "ENXTF". The following table lists, by calendar quarter, the volume of trading and the high and low sales prices of our common shares for each of the periods indicated. Our common shares were listed on the Frankfurt and Berlin Exchanges in January, 2005 under the trading symbol “EFW”. We do not have data available about our shares traded on the Frankfurt or Berlin Exchanges.
The above information was obtained from the Finance.Yahoo.com website. The closing price for our common shares on the OTC Bulletin Board as of February 9, 2005 was $1.92. These over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
A shareholders' list provided by our transfer agent showed 233 registered shareholders and 21,315,077 common shares outstanding as of March 1, 2005. We estimate that there are approximately 1,700 beneficial holders of our common shares.
Dividend Policy
We have never paid any cash dividends on our common shares and do not anticipate paying any dividends in the foreseeable future. Our current business plan is to retain any future earnings to finance the expansion and development of our business. Any future determination to pay cash dividends will be at the discretion of our board of directors, and will be dependent upon our financial condition, results of operations, capital requirements and other factors as our board may deem relevant at that time.
Equity Compensation Plans
Independent Option Grants
The following individuals hold independent stock option certificates:
On May 20, 1997, we granted stock options to Mr. Liszicasz, our Chairman and Chief Executive Officer, entitling him to purchase 45,000 common shares. The exercise price for the options was $5.25 per share, which corresponded with the trading price of the common shares as of the date of grant. The options were subject to vesting conditions based upon continued performance of services as a director, pursuant to which one-third of the granted options vested on the date of grant, and one-third of the granted options would prospectively vest on each of the first and second anniversaries of the date of grant, respectively.
On January 3, 2001, as part of a broader arrangement for all of our then serving employees, our Board approved the cancellation of the foregoing outstanding options, and the grant of new options to Mr. Liszicasz on the same terms (including number of shares, vesting, term and expiration) as the original grant, with the exception of the exercise price, which would be fixed at the closing price for our common shares as of the close of business on July 5, 2001 (subsequently fixed at $2.00). In May of 2003, 30,000 of these options expired. The remaining 15,000 are fully vested and will expire on March 31, 2006.
Pinnacle Oil International, Inc. Executive Stock Option Plan
Our board of directors approved the 1999 Pinnacle Oil International, Inc. Executive Stock Option Plan on April 27, 1999. Under the plan, the plan administrator may issue up to 1,000,000 common shares to executive officers who are a natural person and an employee. There are 180,000 options outstanding under this plan: Mr. Liszicasz holds 40,000 options, Mr. Schrammar, the Corporate secretary, holds 40,000 options and Ms. Manasek, VP Finance, holds 100,000 options.
The Stock Option Plan is intended to attract, compensate and motivate selected executives providing them with the opportunity to share in the potential capital appreciation in NXT’s shares. Each issuance of an award shall be deemed to vest immediately upon issuance and shall expire on the first business day prior to the tenth anniversary of the issuance, unless otherwise outlined in the agreement underlying the issuance.
The Plan Administrator fixes the exercise price for issuances in the exercise of its sole discretion, except that the exercise price for an incentive stock option must be at least the fair market value per share of the common shares at the date of grant (as determined by the plan administrator in good faith), or in the case of greater-than ten percent shareholders, at least one hundred ten percent of the fair market value per share. The exercise price may be paid in cash or, with the approval of the Plan Administrator, by other means, including withholding of option shares or delivery of previously held shares.
All issuances under this stock option plan made to date have a termination clause for vested portions of the issuance of two years from the date of termination if that date is earlier than the expiry date, otherwise the expiry date takes precedence.
Should the recipient pay the exercise price of their stock options with common shares of NXT previously held by them, then, at the discretion of the Plan Administrator, replacement stock options may be issued to the recipient to purchase shares equal to the number of shares of common shares delivered to NXT as payment of the exercise price. These stock options shall vest immediately, have an exercise price equal to the fair market value of the common shares on the date of conversion and shall expire on the same date as the original stock option.
On February 12, 2004, NXT completed a private placement of 573,269 units at $2.00 per unit for gross proceeds of $1,143,633. Each unit consisted of one (1) common share and a warrant to purchase an additional share for $2.75, with a term of one (1) year. No underwriters were utilized in this offering. NXT paid finders fees of $80,356 in connection with this offering. The offering was sold to a total of 56 investors, who are employees, former employees and consultants of NXT as well as certain accredited investors introduced to NXT by its management and employees.
On July 22, 2004, NXT raised $264,245 in gross proceeds through a private placement of 133,000 units. Each unit consisted of a common share at $2.00 ($2.60 CDN) per share and a warrant with a strike price of $2.75 and a one year life. No underwriters were utilized in this offering. NXT paid finders fees of $8,480 in connection with this offering. The offerings were sold to a total of 18 investors, who are employees, former employees and consultants of NXT as well as certain accredited investors introduced to NXT by its management and employees.
Of the 706,269 units sold, 380,269 were exempt from registration due to the exemption found in Regulation S promulgated by the Securities and Exchange Commission under the Securities Act of 1933. These sales were offshore transactions since all of 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 neither by us nor by any affiliate or any person acting on our behalf in connection with any of these offerings. All offering materials and documents used in connection with the offers and sales of the securities 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 there from is available and that no hedging transactions involving those securities may not be conducted unless in compliance with the Act. Each purchaser under Regulation S certified that 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 there from and we are required to refuse to register any transfer that does not comply with such requirements.
Of the remaining 326,000 units, such units were exempt from registration pursuant to Rule 506 of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act of 1933. Neither we nor any person acting on our behalf offered or sold these securities by any form of general solicitation or general 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 there from. Each purchaser represented to us 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.
Item 6.
Item 6. Selected Consolidated Financial Information
The following tables present selected historical consolidated financial data for each of our five most recent annual fiscal periods ended December 31, derived from our consolidated financial statements prepared in accordance with United States generally accepted accounting principles.
The selected statement of loss and comprehensive loss data set forth below for our fiscal periods ended December 31, 2004, 2003 and 2002 and the selected balance sheet data set forth below as at December 31, 2004, 2003 and 2002, have been derived from our consolidated financial statements audited by Deloitte & Touche LLP, independent registered chartered accountants, as indicated in their report contained in the consolidated financial statements included as part of this annual report.
The selected statements of loss and comprehensive loss data set forth below for our fiscal periods ended December 31, 2001 and 2000 and the selected balance sheet data set forth below as of December 31, 2001 and 2000 are derived from our audited consolidated financial statements not included in this annual report.
The following selected financial data should be read in conjunction with our consolidated financial statements and the explanatory notes to those statements included as part of this annual report, as well as the section of this annual report captioned "Management's Discussion and Analysis of Financial Condition and Results of Operations".
Item 7.
Item 7. Management's Discussion And Analysis Of Financial Condition And Results Of Operations
The following discussion of our consolidated financial condition and results of operations should be read in conjunction with our consolidated financial statements and their explanatory notes included as part of this annual report.
Overview
We are a technology-based reconnaissance exploration company that utilizes our SFD technology to identify and prioritize oil and natural gas prospects. We conduct our activities through our wholly-owned operating subsidiary, NXT Energy Canada, Inc. which focuses on Canada-based exploration and is also investigating international opportunities. The parent company concentrates on improving the capability of our SFD survey system and oversees the operations of and provides management, financial and administrative services to our subsidiaries.
Results Of Consolidated Operations
Operating Revenues − 2004 compared to 2003
On February 4, 2004, a well at Entice, Alberta, in which we have a 22.5% working interest, commenced production. Our share of production averaged 33 thousand cubic feet (mcf) per day during the year ended December 31, 2004. Gross production revenue for the year was $51,453. The average price received was $4.62 per mcf and the operating cost was $0.57 per mcf.
Total operating revenue including royalty income and net of royalty expense for 2004 was $48,031. We had no production in 2003.
Operating Revenues − 2003 compared to 2002
Our U.S. production commenced in late April 2002 and our share of on-going production was approximately 500 thousand cubic feet per day from that time until the sale of all of the U.S. properties on March 1, 2003.We have had no production since that time. The related revenue and expenses are included in loss from discontinued operations.
We commenced production in late March 2002 from the Beiseker property in Alberta, Canada. Our share of production from the three wells was approximately 200 thousand cubic feet per day from that point until it was sold on July 1, 2002. It generated $75,628 in revenue for the period from commencement of production until the property was sold for a gain of $42,046.
Operating Loss from Continuing Operations - 2004 compared to 2003
We incurred an operating loss of $3,215,384 in 2004, which is 8.1% ($240,294) greater than the loss of $2,963,087 for incurred in 2003. This decrease was attributable mainly to the combination of the following:
· Administrative costs increased $587,428 (33%) in 2004 (total of $2,370,380) compared to 2003 (total $1,782,952). This increase was caused by higher consulting fees in 2004 ($1,084,688 as opposed to $421,645 in 2003) in the areas of technical development, marketing, and preparation of business development plan and investor relations and by a 35% increase in audit fees.
· Survey operations and support expenses increased by $536,244 (411%) and reached $666,743 in 2004 compared to $130,499 in 2003, due to the SFD Technology Evaluation Survey completed in 2004.
· Depletion and impairment decreased to $192,921 (80.8%) in 2004 from $1,004,973 in 2003 due to the fact that the bulk of our property was written off in 2004 and no new property was purchased in 2004.
Operating Loss from Continuing Operations - 2003 compared to 2002
The operating loss of $2,963,087 for 2003 was $984,317 (50%) greater than the loss of $1,978,770 for 2002. This was primarily attributable to the following:
·
a reduction of oil and natural gas revenues of $75,628 due to sale of the Canadian producing properties in July 2002;
·
an increase of $340,475 (24%) in administrative expenses due to costs associated with the corporate continuance, reduced allocations of expenses to research and increased costs associated with the efforts to establish a presence in the Middle East;
·
an increase of $794,102 (377%) in depletion and impairment expenses due to impairment of the Canadian properties; and
·
an increase of $81,590 (167%) in survey operations and support as we made several survey flights in 2003 and none in 2002;
and this was partially offset by:
·
a decrease in amortization and depreciation of $183,100 (76%) from $239,766 in 2002 to $56,666 in 2003. This was due to the sale of the aircraft in 2002; and
·
a decrease of $152,862 in research and development from $152,862 in 2002 to $nil in 2003. This reduction was due to resources being applied fully to application of the technology as well as reduced staff levels in this area.
Other Income and Expense - 2004 compared to 2003
·
Interest income was offset by interest expense resulting in $531 net expense as compared to $2,190 interest income in 2003.
Other Income and Expense - 2003 compared to 2002
·
Interest income was down by $24,309 (92%) to $2,190 in 2003 from $26,499 in 2002 and this was caused by reduced cash balances in 2002.
·
Other income/expense:
expense increased by $11,106 from $1,636 in 2002 to $12,742 in 2003 due to the reconciliation of realized intercompany losses.
Income from Discontinued Operations - 2004 compared to 2003
·
The gain of $33,494 from discontinued operations in 2004 was derived from the exchange of previously written off airplane parts for flying time. The income of $159,765 in 2003 was a gain on disposal of US oil and gas properties.
Loss from Discontinued Operations - 2003 compared to 2002
·
The loss of $3,722,213 from discontinued operations in 2002 decreased and became income of $159,765 in 2003. The main reasons are the production revenue received in early 2003 before the sale, a small gain on the sale of the U.S. properties and large property impairments in 2002.
Relationships and Transactions on Terms That Would Not Be Available From Clearly Independent Third Parties
On November 3, 2004, we entered into a loan agreement with our CEO and largest shareholder, Mr. George Liszicasz, in which we borrowed $250,000 CDN. On November 16, 2004, we amended the loan agreement whereby we borrowed an additional $31,000. On November 17, 2004, we entered into an additional loan agreement with Mr. Liszicasz and borrowed a further $100,000 CDN. These agreements provide that the loans accrue interest at the rate of 0.58% per month (7.0% per annum). On November 19, 2004, we entered into a Loan Agreement Amendment, whereby the maturity date for all three (3) loans was extended to November 17, 2005. On February 7, 2005, we entered into a Loan Agreement Amendment, whereby the maturity date for all three (3) loans was extended to April 15, 2006.
On November 20, 2004 we received a subscription agreement from one of the members of our Board of Directors, His Highness Sheikh Al Hassan Bin Ali Bin Rashid Al Nuaimi, to purchase 250,000 units at a price of $2.00 per unit. Each unit consists of one common share and a warrant to purchase one additional common share for $2.75 within the next year. We expect to close on this subscription agreement and receive the committed funds in the second quarter of 2005.
Liquidity And Capital Resources
Sources of Cash
Our cash flow requirements for 2004 were funded principally by:
(i)
a loan from our CEO George Lizsicasz (the equivalent of $202,253, which was received on November 4 and $31,000 on November 16);
(ii)
proceeds from the sale of shares: 728,269 common shares were sold at $2.00 per share and 571,729 common shares were sold at $1.75 per share. The proceeds, net of issuance costs, were $1,366,221 and $999,823, respectively.
(iii)
proceeds from options exercised for cash throughout the year: 218,621 options were exercised at share prices between $0.29 and $2.00 per share and yielded $218,527 in total;
(iv)
proceeds from sale of oil and natural gas properties in the amount of $31,653
(v)
change in subscriptions payable in the amount of $33,956
There are no guarantees, commitments, leases, debt agreements or other agreements which could be triggered by an adverse change in our credit rating, earnings, cash flows or stock price, including requirements to perform under standby agreements.
The company is currently negotiating a private placement through an Offering Memorandum. The objective of the private placement is to raise sufficient funds to commercialize the SFD technology through obtaining a contract to provide the SFD survey as a service to third parties. There are no guarantees that the Company will be able to close the private placement.
Current Cash Position and Historical Changes in Cash Position
Our cash position as of December 31, 2004 was $287,431 as compared to $1,024,201 as of December 31, 2003.
The $736,770 decrease in our cash position for 2004 compared to 2003 was attributable to:
·
$2,769,518 cash used in operating activities;
·
$2,783,866 cash provided by financing activities;
·
$550,000 was converted into redeemable short-term investments and $173,580 cash used in other investing activities;
·
$15,431 cash used in discontinued operations
·
$12,107 comprehensive loss due to the effect of exchange rate changes.
The $439,131 increase in our cash position for 2003 was attributable to:
·
$1,508,615 cash used in operating activities;
·
$1,498,268 cash provided by financing activities;
·
$736,368 cash used in investing activities;
·
$724,331 cash provided by discontinued operations; and
·
a $461,515 comprehensive gain due to the effect of exchange rate changes.
Operating Activities
Our operating activities required cash in the amount of $2,769,518 for 2004, as compared to cash requirements of $1,508,615 for 2003.
·
The $2,769,518 in cash used in operating activities for 2004 reflected our net loss of $3,215,915 for that period, adjusted for non-cash deductions and a net decrease in non-cash working capital balances.
·
The $1,508,615 in cash used in operating activities for 2003 reflected our net loss of $2,973,639 for that period, adjusted for non-cash deductions and a net increase in non-cash working capital balances.
Financing Activities
Financing activities in 2004 generated cash of $2,783,866 compared to the cash of $1,498,268 generated from financing activities in 2003.
·
During 2004 we raised $2,366,044 net through private placements and $218,527 in cash was provided through the exercise of options.
·
During 2003 we raised $930,567 net through private placements and $95,200 in cash was provided through the exercise of options.
Investing Activities
Investing activities used cash of $723,580 in 2004 compared to a $736,368 use of cash 2003.
·
a sale of land at Scandia, eastern Alberta in 2004 generated $31,653 in cash; the primary use of cash was for other property and equipment ($44,358) and oil and natural properties ($160,875). $550,000 was converted into redeemable short-term investments.
·
In 2003 there were small property sales, which generated $86,125 in cash and the primary use of cash was for other property and equipment ($41,330) and oil and natural properties ($808,879).
Discontinued Operations
·
Cash used in discontinued operations in 2004 was $15,431 paid for preparation of tax returns and filing fees.
·
Cash generated from discontinued operations in 2003 was $724,331, which was the proceeds on the sale of the U.S. properties.
.
Contractual Obligations
Tabular Disclosure of Contractual Obligations as at December 31,
From November 3 through November 19th 2004 NXT entered into a series of loan agreements with its CEO and largest shareholder, Mr. George Liszicasz, pursuant to which NXT borrowed a total of $233,253, at a rate of 7.0% per annum.
Mr. Liszicasz is employed as our Chief Executive Officer under a five-year employment agreement entered into on December 1, 2002, which contains the following principal compensatory provisions:
·
An initial base salary of CDN $21,000 per month, with an automatic increase of 5% on each anniversary date. However, Mr. Liszicasz reduced his monthly salary to CDN $10,500.
·
An annual bonus equal to 5% of our "net income after taxes" in the event we earn more than $5 million in net income after taxes in any year.
·
An annual performance bonus, as determined in the sole discretion of our board of directors.
At the conclusion of his initial term, Mr. Liszicasz’s employment agreement renews automatically each year for a successive one-year term, unless we or Mr. Liszicasz elects by a written, 60-day notice not to renew; or the agreement is terminated earlier in accordance with its terms.
Restated Technology Agreement was signed on August 1, 1996 with Momentum Resources Corporation and amended on April 3, 1998. Pursuant to this agreement, Momentum agreed to provide certain services including but not limited to the acquisition and provision of raw SFD data and to undertake the further technical development and commercial advancement of the Prototype Stress Field Detector, However, Momentum was unwilling or unable to fulfill its obligations under the agreement. Under the terms of the SFD technology agreement, we are to pay Momentum a royalty equal to 5% of any Prospect Profits (as such terms is defined in the agreement), which we may receive, based on data received from Momentum Resources Corporation. No such royalty was earned or payable as of the date of this annual report. The agreement with Momentum Resources is due for renewal on December 31, 2005 subject to 60 days’ notice. We intend not to renew the agreement.
On January 3, 2005 NXT signed a contract for investor awareness and promotion services in Europe with CoMarCon Germany. Under this contract, NXT has the obligation to pay CoMarCon $25,000 in cash and to issue 50,000 shares. As of the date of this report the $25,000 cash has been paid and 50,000 shares have been issued.
In March 2005, NXT signed a contract with Pangaea Investments under which Pangaea will provide investor relations and public relations services for a monthly fee of $5,000 CDN ($4,160 US) plus reimbursement of certain expenses, 100,000 common shares and a grant of an option to buy 100,000 additional common shares. The 100,000 common shares have been issued as of the date of this annual report. The contract may be terminated by either party upon 30 days’ notice.
In January 2005, a 12 month agreement was signed with Aware Capital under which Aware will provide investor relations and promotional services for a finders’ fee that will equal 3% of any financing arranged for by Aware and accepted and closed by NXT subject to certain limitations. As of the date of this annual report no fees have been paid or earned. The agreement also provides for 150,000 restricted shares of common stock to be delivered to NXT’s legal counsel and held in escrow pending Aware’s performance and completion of duties and obligations under the agreement. To the date of this annual report no shares have been issued under this agreement.
We signed the extension of the sublease of the premises for our main office on November 25, 2004 for the period of February 1, 2005 to January 31, 2006. The monthly minimum lease payments beginning with January 1, 2005 are $13,092 CDN. On August 25, 2004 the Technical Service Agreement was signed between NXT and George Liszicasz, its CEO. According to the terms of the agreement Mr. Lisziczsz is entitled to receive preferred shares convertible into common shares as follows:
Stage
Number of Preferred Shares
Annual Gross Revenue of the Company
2,000,000
N/A - convertible on signing
2,000,000
$ 50,000,000
2,000,000
$100,000,000
2,000,000
$250,000,000
2,000,000
$500,000,000
The ratification of the agreement by the Board of Directors is subject to the receipt of fairness opinion. J.D. McCormick Financial Services has been retained to provide the fairness opinion. The target date for the ratification is the date (to be announced) of the next Annual General Meeting in June 2005. The first 2,000,000 shares will be issued after the ratification.
Off-Balance Sheet Arrangements
None.
Capital Requirements Going Forward
We have approximately $257,917 in cash and redeemable short-term investments on hand as of March 31, 2005. We will be required to raise additional financing through equity issues, borrowings or property dispositions. We are actively seeking equity investment in the company in the form of a private placement. In December 2004 Dundee Securities Limited through their Dynamic Focus Resource Fund invested $1 million US in NXT and provided a commitment to assist the company in raising an additional $3 million. As part of the ongoing equity financing Dundee and NXT have put together a group of investors. Dundee Securities Limited will match the first $1.5 million US invested by third parties. In addition, Dundee has agreed to act as the Agent for our listing application with the TSX-V Exchange. Our consolidated financial statements included with the Form 10-K in which this annual report is included are prepared using generally accepted accounting principles in the United States of America that are applicable to a going concern, which assumes the realization of assets and the settlement of liabilities in the normal course of operations. Our ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and obtain the necessary financing to meet our obligations and repay liabilities arising from normal business operations when they come due. The outcome of these matters cannot be predicted with any certainty at this time. Our consolidated financial statements do not include any adjustments to amounts and classifications of assets and liabilities that may be necessary should we be unable to continue as going concern.
We can give no assurance that any or all projects in our pending programs will be commercial, or if commercial 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. We need to raise approximately 1.5 million dollars to cover our expenses for the next 12 months.
Other Matters
Foreign Exchange
We recorded a $12,107 foreign currency translation loss for 2004 (in 2003 we had a gain of $461,515) as a comprehensive income 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 by inflation during our three years ended December 31, 2004.
Critical Accounting Policies
We follow the full cost method of accounting for oil and natural gas properties and equipment whereby we capitalize all costs relating to our acquisition of, exploration for and development of oil and natural gas reserves. Our consolidated financial condition and results of operations are sensitive to, and may be adversely affected by, a number of subjective or complex judgments relating to methods, assumptions or estimates required under the full cost method of accounting concerning the effect of matters that are inherently uncertain. For example:
·
Capitalized costs under the full cost method of accounting are generally depleted and depreciated on a country-by-country cost center basis using the unit-of-production method, based on estimated proved oil and gas reserves as determined by independent engineers where significant. In addition, capital costs in each cost center are also restricted from exceeding the sum of the present value of the estimated discounted future net revenues of those properties, plus the cost or estimated fair value of unproved properties (the "ceiling test"). Should this comparison indicate an excess carrying value, a write-down would be recorded. In making these accounting determinations, we rely in part upon a reserve report prepared by independent engineers specifically engaged for this purpose. To economically evaluate our proved oil and natural gas reserves, these independent engineers must necessarily make a number of assumptions, estimates and judgments that they believe to be reasonable based upon their expertise and professional and U.S. Securities and Exchange Commission 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.
Recent Accounting Pronouncements
In August 2001, the U.S. 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 annual consolidated financial statements.
In December 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based Payment, that revised FASB Statement No. 123, Accounting for Stock-based Compensation and superseded APB Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance. SFAS No. 123R focuses primarily on accounting for transactions in which an entity obtains employee services through share-based employee transactions. SFAS No. 123R requires a public entity to measure the cost of employee services received in exchange for the award of equity instruments based on the fair value of the award at the date of grant. The cost will be recognized over the period during which an employee is required to provide services in exchange for the award. SFAS is effective as of the beginning of the first or annual reporting period that begins after June 15, 2005. The ultimate amount of increased compensation expense will be dependent on whether the company adopts SFAS 123R using the modified prospective or retrospective method, the number of option shares granted during the year, their timing and vesting period, and the method used to calculate the fair value of the awards, among other factors.
The company has begun, but has not completed, evaluating the impact of adopting SFAS 123R on its results of operations. The company currently determines the fair value of stock-based compensation using a Black-Scholes option-pricing model. In connection with evaluating the impact of adopting SFAS 123R, the company is also considering the potential implementation of different valuation models to determine the fair market value of stock-base compensation, although no decision has been yet made. However, the company does believe that the adoption of SFAS 123R will have a material impact on its results of operations, regardless of the valuation technique used.
The following standards issued by the FASB do not impact us at this time:
·
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.
·
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.
·
Fin 45 - Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others effective prospectively for guarantees issued or modified after December 31, 2002 for initial recognition and initial measurement provisions; for financial statements of interim or annual periods ending after December 15, 2002 for disclosure requirements.
·
Interpretation No. 46 - Consolidation of Variable Interest Entities, effective for financial statements issued after January 31,
·
Interpretation No. 46R Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51, requires consolidation of entities in which the Corporation is the primary beneficiary, despite not having voting control, effective for financial statements issued after December 31, 2003.
·
SFAS 146 - Accounting for Costs Associated with Exit or Disposal Activities, effective prospectively for such activities initiated after December 31, 2002. It requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan.
·
In September 2004, the SEC released SAB 106, which expresses the staff’s views on the application of SFAS 143 by oil and gas producing companies following the full cost accounting method. SAB 106 provides interpretive responses related to computing the full cost ceiling to avoid double-counting the expected future cash outflows associated with asset retirement obligations, required disclosures relating to the interaction of SFAS 143 and the full cost rules, and the impact of SFAS 143 on the calculation of depreciation, depletion, and amortization. This has no impact on our company at this time.
·
In December 2004, the FASB issued SFAS No. 153, Exchanges of Non-monetary Assets, an amendment of APB Opinion No. 29 that amends Opinion 29 to eliminate the exception from fair market measurement for nonmonetary exchanges of similar productive assets and replaces it with an exception for exchanges that do not have commercial substance. The provisions of this statement are effective for all nonmonetary exchanges occurring in fiscal years beginning after June 15, 2005. The adoption of this Statement is not expected to have material effect on the results of operations or financial position of the company.
Item 7a.
Item 7a. Quantitative and Qualitative Disclosure About Market Risk
Oil And Gas Price Fluctuations
Our primary market risk is market changes in oil and natural gas prices. Prospective revenues from the sale of products or properties will be impacted by oil and natural gas prices. Similarly, our ability to acquire petroleum and natural gas rights and to drill the lands is also directly affected since competition for and the cost to acquire petroleum and natural gas rights is generally a function of oil and natural gas prices. Specifically, increases in oil and natural gas prices are generally accompanied by increases in industry competition and costs to acquire drilling rights, while decreases in oil and natural gas prices are generally accompanied by a similar decline in competition and costs to acquire drilling rights.
Currency Fluctuations
We currently hold our cash in Canadian and US currency. This does expose us to exchange rate fluctuations between the Canadian and United States currencies. However, we are planning to expand our operations in the international markets and the U.S. dollar is the standard currency for international transactions in the oil and gas industry. Therefore, we intend to continue using the U.S. dollar as our reporting currency for the foreseeable future. As we become more active in international markets we will transfer cash into U.S. currency based upon expected needs at that time. We have not previously engaged in activities to mitigate the effects of foreign currency. Based on the 2004 distribution of revenue and cash flows a one percent change in the Canadian dollar rate relative to the US dollar is estimated to affect revenues by $513 and expenses by $26,208.
Interest Rate Fluctuations
We currently maintain the bulk of our available cash and redeemable short term investments in US dollars and our reported interest income from these short-term investments could be adversely affected by any material changes in US dollar interest rates.
ENERGY EXPLORATION TECHNOLOGIES INC.
CONSOLIDATED FINANCIAL STATEMENTS
For The Years Ended December 31, 2004, 2003 And 2002
Item 8.
Item 8. Financial Statements And Supplementary Data
Page
REPORTS OF INDEPENDENT REGISTERED CHARTERD ACCOUNTANTS
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets
Consolidated Statements of Loss and Comprehensive Loss
Consolidated Statements of Shareholders’ Equity (Deficit)
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
SUPPLEMENTAL INFORMATION ON OIL AND GAS ACTIVITIES (UNAUDITED)
Table I - Total Costs Incurred In Oil And Natural Gas Acquisition, Exploration And Development Activities
Table II - Capitalized Costs Related To Oil And Natural Gas Producing Activities
Table III - Quantities Of Oil And Natural Gas Reserves
Table IV - Standardized Measure Of Discounted Future Net Cash Flows Related To Proved Oil And Natural Gas Reserve Quantities
SUPPLEMENTAL INFORMATION - SELECTED QUARTERLY FINANCIAL DATA
REPORT OF INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS
To the Board of Directors and the Shareholders of Energy Exploration Technologies Inc.:
We have audited the consolidated balance sheet of Energy Exploration Technologies Inc. as at December 31, 2004 and 2003 and the consolidated statements of loss and comprehensive loss, cash flows and shareholders’ equity (deficit) for each of the years in the three year period ended December 31, 2004. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). These standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of Energy Exploration Technologies Inc. as at December 31, 2004 and 2003 and the results of its operations and its cash flows for each of the years in the three year period ended December 31, 2004 in accordance with accounting principles generally accepted in the United States of America.
The Company is not required to have, nor were we engaged to perform, and audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Calgary, Canada
April 6, 2005 Independent Registered Chartered Accountants
Comments by Independent Registered Chartered Accountants on Canada-United States of America Reporting Difference
The standards of the Public Company Accounting Oversight Board (United States) require the addition of an explanatory paragraph (following the opinion paragraph) when the financial statements are affected by conditions and events that cast substantial doubt on the Company’s ability to continue as a going concern, such as those described in note 1 to the consolidated financial statements. Although we conducted our audits in accordance with both Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States), our report to the Board of Directors and Shareholders dated April 6, 2005 is expressed in accordance with Canadian reporting standards, which do not require a reference to such conditions and events in the auditors’ report when these are adequately disclosed in the financial statements.
Calgary, Canada
April 6, 2005 Independent Registered Chartered Accountants
1. Organization and Ability to Continue Operations
Energy Exploration Technologies Inc. ("we", "our company" or "NXT") was incorporated under the laws of the State of Nevada on September 27, 1994. The reverse takeover by Pinnacle Oil Inc. of the original company on October 20, 1995 triggered the “continuing entity” for financial accounting purposes under the US GAAP.
In March 2003 we divested all our U.S. properties. For reporting purposes, the results of operations and the cash flows of the U.S. properties have been presented as discontinued operations. Accordingly, prior period financial statements have been reclassified to reflect this change. For details, refer to note 16.
NXT was continued from the State of Nevada to the Province of Alberta, Canada on October 24, 2003. The shareholders voted on and approved this change, which moved the jurisdiction of incorporation from the U.S. to Canada. The tax effects are disclosed in the proxy statement circulated to shareholders for the Special Meeting on October 24, 2003. As a result of the continuance into Canada, our common and preferred shares no longer have a par value assigned, as is the practice in the United States. Therefore the amount that was disclosed as “Additional paid-in Capital” in prior years on the consolidated balance sheets and consolidated statements of shareholders’ equity (deficit) has been added to the share issued amount. This is a legal jurisdiction reporting difference only.
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 subsidiary, NXT Energy Canada Inc and we conduct the aerial surveys through our wholly owned subsidiary, NXT Aero Canada Inc.
NXT Energy USA Inc. and NXT Aero USA Inc. are two wholly owned subsidiaries through which we previously conducted our U.S. operations but these companies have been inactive since the sale of the U.S. properties in early 2003.
For the year ended December 31, 2004, we incurred a loss of $3,182,421 and had $26,038,158 accumulated deficit at December 31, 2004. Our working capital at December 31, 2004 was $688,128. We anticipate that we will continue to incur further losses from operations and have negative cash flows until such time as we receive revenues from SFD exploration services and from production or sale of properties with respect to currently held prospects or through prospects we identify and exploit for our own account. Our ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and obtain the necessary financing to meet our obligations and repay liabilities arising from normal business operations when they come due. The outcome of these matters cannot be predicted with any certainty at this time. These consolidated financial statements do not include any adjustments to amounts and classifications of assets and liabilities that may be necessary should we be unable to continue as going concern.
To secure the ongoing viability of the company we are currently negotiating a private placement through an Offering Memorandum. The objective of the private placement is to raise sufficient funds to commercialize the SFD technology through obtaining contracts to provide the SFD survey as a service to third parties. We are actively seeking such contracts.
We have divested our U.S. properties in 2003, raised capital through private placements in 2004 and we are in the midst of additional fund raising in 2005. As a result of these measures, we believe we will be able to pursue and exploit our goals and opportunities throughout 2005.
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 years ended December 31, 2004, 2003 and 2002 and as at December 31, 2004 and 2003 in accordance with accounting principles generally accepted in the United States of America.
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 accounting principles generally accepted in the United States of America 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. Estimates include allowances for doubtful accounts, valuation of the note receivable, estimated useful life of assets, provisions for contingent, measurement of stock based compensation, valuation of future tax assets and reflect management's best estimate. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the period that they are determined necessary. 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".
Short Term Investments
Included in investments are temporary investments in term deposits with original maturities greater than 90 days and less than one year. Investments are recorded at the lower of original cost and market value.
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 equivalents, due from officer, notes receivable, accounts receivable, trade payables, accrued liabilities, notes payable and subscriptions payable. The carrying value of these financial instruments approximates their fair values due to their short-term to maturity and similarity to current market rates and represent their maximum credit risk. It is the opinion of our management that we are not exposed to significant interest, currency or credit risks arising from these financial instruments.
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.
We only capitalize overhead that is directly identified with acquisition, exploration or development activities. All costs related to production, general corporate overhead and similar activities are expensed as incurred.
Under the full cost method of accounting, capitalized costs are accumulated into cost centers on a country-by-country basis. These costs, plus a provision for future development costs (including estimated dismantlement, restoration and abandonment costs) of proved undeveloped reserves, are then depleted and depreciated using the unit-of-production method, based on estimated proved oil and gas reserves as determined by independent engineers where significant. For purposes of the depletion and depreciation calculation, proved oil and gas reserves are converted to a common unit of measure on the basis of their approximate relative energy content. 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 through 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:
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. Refer to note 5.
Revenue Recognition
Revenue associated with sales of crude oil and natural gas is recorded when title passes to the customer and collection of the resulting receivable is deemed probable.
Research and Development Expenditures
We expense all research and development expenditures we incur to develop, improve and test our SFD survey system and related components, including allocable salaries.
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
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). 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 noted Canadian dollar denominated accounts and transactions into U.S. dollars as a foreign currency translation adjustment as a component of the accumulated other comprehensive loss for that period.
Income Taxes
We follow the liability method of accounting for income taxes (see Note 13). This method recognizes income tax assets and liabilities at current rates, based on temporary differences in reported amounts for financial statement and tax purposes. The effect of a change in income tax rates on future income tax assets and future income tax liabilities is recognized in income when enacted. Valuation allowances are provided when necessary to reduce future tax assets to an amount that is more likely than not to be realized.
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 at the date of grant and the only condition of exercise is continued employment. See note 11.
Had we elected to follow the alternative fair value accounting provided for under SFAS No. 123, "Accounting for Stock-Based Compensation", we would have recorded additional compensation expense of approximately $241,722, $306,509 and $738,176 and for the years ended December 31, 2004, December 31, 2003, and December 31, 2002, respectively. These amounts are determined using an option-pricing model with the following assumptions:
Summarized below is pro forma financial information for the three years ended December 31, 2004, 2003 and 2002, which presents the net loss for the year and loss per common share for the year calculated in accordance with SFAS No. 123:
Recent Accounting Pronouncements
In August 2001, the U.S. 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 notes 11 and 12.
In December 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based Payment, that revised FASB Statement No. 123, Accounting for Stock-based Compensation and superseded APB Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance. SFAS No. 123R focuses primarily on accounting for transactions in which an entity obtains employee services through share-based employee transactions. SFAS No. 123R requires a public entity to measure the cost of employee services received in exchange for the award of equity instruments based on the fair value of the award at the date of grant. The cost will be recognized over the period during which an employee is required to provide services in exchange for the award. SFAS is effective as of the beginning of the first or annual reporting period that begins after June 15, 2005. The ultimate amount of increased compensation expense will be dependent on whether the company adopts SFAS 123R using the modified prospective or retrospective method, the number of option shares granted during the year, their timing and vesting period, and the method used to calculate the fair value of the awards, among other factors.
The company has begun, but has not completed, evaluating the impact of adopting SFAS 123R on its results of operations. The company currently determines the fair value of stock-based compensation using a Black-Scholes option-pricing model. In connection with evaluating the impact of adopting SFAS 123R, the company is also considering the potential implementation of different valuation models to determine the fair market value of stock-base compensation, although no decision has been yet made. However, the company does believe that the adoption of SFAS 123R will have a material impact on its results of operations, regardless of the valuation technique used.
The following standards issued by the FASB do not impact us at this time:
·
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.
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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.
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Interpretation No. 45 - Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others effective prospectively for guarantees issued or modified after December 31, 2002 for initial recognition and initial measurement provisions; for financial statements of interim or annual periods ending after December 15, 2002 for disclosure requirements.
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Interpretation No. 46 - Consolidation of Variable Interest Entities, effective for financial statements issued after January 31,
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Interpretation No. 46R - Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51, requires consolidation of entities in which the Corporation is the primary beneficiary, despite not having voting control, effective for financial statements issued after December 31, 2003.
·
SFAS 146 - Accounting for Costs Associated with Exit or Disposal Activities, effective prospectively for such activities initiated after December 31, 2002. It requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan.
·
In September 2004, the SEC released SAB 106, which expresses the staff’s views on the application of SFAS 143 by oil and gas producing companies following the full cost accounting method. SAB 106 provides interpretive responses related to computing the full cost ceiling to avoid double-counting the expected future cash outflows associated with asset retirement obligations, required disclosures relating to the interaction of SFAS 143 and the full cost rules, and the impact of SFAS 143 on the calculation of depreciation, depletion, and amortization. This has no impact on our company at this time.
·
In December 2004, the FASB issued SFAS No. 153, Exchanges of Non-monetary Assets, an amendment of APB Opinion No. 29 that amends Opinion 29 to eliminate the exception from fair market measurement for nonmonetary exchanges of similar productive assets and replaces it with an exception for exchanges that do not have commercial substance. The provisions of this statement are effective for all nonmonetary exchanges occurring in fiscal years beginning after June 15, 2005. The adoption of this Statement is not expected to have material effect on the results of operations or financial position of the company.
3. Note Receivable from Former 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. The interest rate averaged 5 1/2%. 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 NXT in 2002. The officer had an offsetting claim against NXT for wrongful dismissal (he left the Company in 2002). He has not pursued the claim and the statute limitation made his claim expire in October 2004. We can and will pursue our claim now and are convinced that we will be successful since there is no offsetting claim any more. The promissory note also specifies that potential legal fees be to be borne by the former officer.
4. Oil and Natural Gas Properties
Summarized below are the oil and natural gas property costs we capitalized for our years ended December 31, 2004 and 2003, and as of December 31, 2004, 2003 and 2002:
The property costs net of depletion, impairments and dispositions, by proved and unproved classification, are as follows at December 31, 2004, 2003, 2002:
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. We have written-off these individual well costs as an impairment cost since this determination was made prior to the establishment of proved reserves.
At the end of each quarter, our management performs an overall assessment of each of our unproved oil and natural gas properties to determine if any of these properties had been subject to any impairment in value (see note 2). The method we use is to compare the average price paid per acre for petroleum and natural gas rights in the province, after applying a discount to recognize the shorter remaining life of certain of our leases and the possible reduced economic value, to the recorded carrying cost of our leases. Based upon these evaluations, we have determined that our unproved properties continued to have prospective commercial viability as of these dates but that an impairment of $172,623 had occurred in 2004 ($945,000 in 2003 and $263,000 in 2002). Based upon these considerations, we have recorded these impairments against our properties to date as noted above.
5. Other Property and Equipment
Summarized below are our capitalized costs for other property and equipment as of December 31, 2004 and 2003:
6. Other accrued Liabilities
As of December 31, 2004 the Company has $90,479 other accrued liabilities. This amount includes $69,283 accrued audit fees, $15,835 payable for tax return preparation, $3,200 accrued legal fees, $1,229 payable for reserve report and $932 crown royalty payable.
7. Notes Payable
As of December 31, 2004 the Company has a loan outstanding in the amount of $233,253 US. This amount is comprised of $250,000 CDN borrowed from our CEO and largest shareholder, Mr. George Liszicasz on November 3, 2004 and an additional $31,000 US as a result of an amendment to the loan agreement dated November 16, 2004. On November 17, 2004, we entered into an additional loan agreement with Mr. Liszicasz for a further $100,000 CDN. As at December 31, 2004 the $ 100,000 CDN has not been utilized. These agreements provide that the loans accrue interest at the rate of 0.58% per month (7.0% per annum). The maturity date for all three loans is April 15, 2006.
8. Common Stock
The loss per share is presented in accordance with the provision of SFAS No. 128, Earnings Per Share (“EPS”). Basic EPS is calculated by dividing the income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Basic and diluted EPS were the same for 2004 and 2003 because the company had losses from operations and therefore, the effect of all potential common stock was anti-dilutive.
In calculating diluted earnings per common share for the years ended December 31, 2004, 2003 and 2002, we excluded all options and warrants, either because the exercise price was greater than the annual average market price of our common shares in those years or the exercise of the options and warrants would have been anti-dilutive. During these three years, outstanding stock options and warrants were the only potentially dilutive instrument.
On February 12, 2004, we raised $1,143,633 in gross proceeds through a private placement of 573,269 units. Each unit consisted of a common share at $2.00 ($2.60 CDN) per share and a warrant with a strike price of $2.75 and a one year life. Net proceeds to our company were $1,063,277 after deducting $80,356 in offering expenses and finders’ fees. In addition, we had also received $438,545 in gross proceeds at December 31, 2004 for which shares had not been issued at December 31, 2004 and this amount is shown as subscriptions payable on the balance sheet.
On April 18, 2004 we issued 30,000 common shares in full payment of an invoice for $54,000 for services provided by a consultant to NXT to assist us with corporate strategy and planning.
On July 22, 2004, we issued 200,000 common shares in full payment of an invoice for $400,000 for services to establish a branch office in the United Arab Emirates and market the company’s SFD Technology in the region.
On July 22, 2004, we raised $264,245 in gross proceeds through a private placement of 133,000 units. Each unit consisted of a common share at $2.00 ($2.60 CDN) per share and a warrant with a strike price of $2.75 and a one year life. Net proceeds to our company were $255,618 after deducting $8,627 in offering expenses and finder’s fees.
On December 22, 2004, we raised $1,000,001 in gross proceeds through a private placement of 571,429 units. Each unit consisted of a common share at $1.75 ($2.10 CDN) per share and a warrant with a strike price of $2.75 ($3.30 CDN) and a one year life. Net proceeds to our company were $999,823 after deducting $178 in offering expenses.
On December 31, 2004 we raised $47,326 in gross proceeds through a private placement of 22,000 units. Each unit consisted of a common share of $2.00 ($2.60 CDN) per share.
On September 11, 2003, we raised $750,000 in gross proceeds through a private placement of 1,875,000 common shares at $0.40 per share. Net proceeds to our company were $744,050 after deducting $5,950 in offering expenses and we also issued 124,000 shares as finders' fees. On December 31, 2003 we closed a private placement of 101,700 flow-through common shares at $2.00 ($2.60 CAN) per share for $203,400 in gross proceeds. Net proceeds were $186,517. We issued 7,496 warrants with a strike price of $2.75 and a one year term and paid $14,992 in finders' fees.
9. Preferred Shares
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. Preferred shares carry liquidation preferences should our Company wind-up and dissolve.
Each "series A" preferred share carried a $7.50 liquidation preference should our Company wind-up and dissolve. Each series "A" preferred share was convertible by either the holder or NXT into common shares based upon a $7.50 per share conversion price, subject to adjustment should NXT sell common shares or common shares purchase options or warrants at prices less than $7.50 per share in specified circumstances.
All outstanding preferred shares were returned to treasury effective May 9, 2003 as part of the compensation 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 initial term of the contract with Momentum Resources expires on December 31, 2005 and can be cancelled by NXT providing written notice to Momentum Resources no later than 60 days prior to the expiration of the pending term. 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 December 31, 2004.
11. Employee and Director Options
Description of Plans
Through December 31, 2004, we have granted options to selected employees, directors, advisors and consultants of our company pursuant to the following separate arrangements or plans (the "Plans"):
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separate stand-alone directors' options which we granted to selected directors as compensation for serving on our board of directors; as these grants were not a part of an option plan there is no underlying maximum number of shares reserved and no general vesting and expiry conditions specified;
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the 1997 Pinnacle Oil International, Inc. Stock Plan (the "1997 Plan"), pursuant to which 1,500,000 common shares are reserved for issuance to employees, directors and consultants in the form of stock options or outright stock grants; unless otherwise specified in the Option Certificate, all options vest on the date of grant and the maximum expiry date is 10 years from the date of the grant; subject to this maximum expiry date, the Administrator may determine different expiry and vesting conditions;
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the 1999 Pinnacle Oil International, Inc. Executive Option Plan (the "1999 Plan"), pursuant to which 1,000,000 common shares are reserved for issuance to executive officers in the form of stock options; unless otherwise specified in the Option Certificate, all options vest on the date of grant and the maximum expiry date is 10 years from the date of the grant; subject to this maximum expiry date, the Administrator may determine different expiry and vesting conditions;
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the 2000 Pinnacle Oil International, Inc. Directors' Option Plan (the "2000 Plan"), pursuant to which 400,000 common shares are reserved for issuance to selected directors in the form of stock options; unless otherwise specified in the Option Certificate, all options vest on the date of grant and the maximum expiry date is 10 years from the date of the grant; subject to this maximum expiry date, the Administrator may determine different expiry and vesting conditions;
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the 2003 Stock Plan under which 375,000 common shares are reserved for issuance to consultants; and the Plan Administrator has the authority to decide the vesting conditions and the expiration dates of options awarded under this plan;
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the 2004 Stock Option Plan under which 1.2 million common shares are reserved for issuance to eligible employees, directors, members of management and service providers;
the maximum option period is 10 years from the grant and vesting conditions are determined by
the Board of Directors and the Compensation Committee.
Vesting terms and maximum terms of options are specified in individual plans. However, the Administrator has the authority to change these terms. At present, options generally vest one-third each on the first through third anniversaries of the grant date and lapse, if unexercised, five years from the date of vesting.
Summary of Option Grants
We have summarized below all transactions involving option grants under the Plans for our three fiscal years ended December 31, 2004:
We have summarized below all outstanding options under the Plans as of December 31, 2004:
Consultant and executive options outstanding as of December 31, 2004 vest over the next three years, from the date of grant based upon the continued provision of services. The options vest one-third each on the first through third anniversaries of the grant date.
The director options granted after January 1, 2000 that are outstanding as of December 31, 2004 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.
Compensation Expense Associated With Grant of Options
Pursuant to APB 25, we have recorded nil (2003 - $89,100 2002 - nil) compensation expense relating to the grant of options as the exercise price for certain options we have granted to our employees and directors was less than the market price of the underlying common shares on the effective date of grant. See note 2.
12. Investor Relations Options
On May 15, 2002, as additional compensation to our investor relations consultant pursuant to an investor and public relations services agreement, we granted that consultant options to purchase 155,000 common shares at $2.50 per share. The underlying agreement provided that 50,000 options would vest immediately, and an additional 35,000 options would vest upon each of the first, second and third anniversary dates of the agreement, respectively, even if the agreement was not subsequently renewed so long as the agreement has not been terminated for "good cause" as defined in the agreement. These options lapse, to the extent vested and unexercised, five years after the date of vesting. Pursuant to SFAS 123, for the year ended December 31, 2003, we recorded compensation expense, as part of administrative expense, determined in accordance with the Black Scholes options pricing model in the amount of $46,773 in connection with the grant and vesting of these options.
13. Income Taxes
Net Operating Losses Carried Forward
As of December 31, 2004, the following net operating losses are available to reduce our taxable income in future years:
Deferred Income Tax Assets and Liabilities
As of December 31, 2004 our accounts contained the following deferred income tax assets and liabilities:
As of December 31, 2003, our accounts contained the following deferred income tax assets and liabilities:
We have not provided for any amount of current or deferred U.S. federal, state or foreign income taxes for the current period or any prior period presented. We have provided a full valuation allowance on the deferred tax asset and liability, consisting primarily of net operating loss carry forwards, because of uncertainty regarding its realization. The increase in the valuation allowance on the deferred tax asset during the year ended December 31, 2004 was $319,746 as compared to $712,823 for the year ended December 31, 2003.
14. Related Party Transactions
Summarized below is information concerning related party transactions and balances not disclosed elsewhere in these consolidated financial statements for the years ended December 31, 2004, 2003, and 2002:
Our rights to use our SFD technology initially arose from a sharing of the technology with Momentum Resources Corporation, and an agreement pursuant to which we were originally granted the exclusive worldwide right to use, possess and control the SFD Data for hydrocarbon identification and exploration purposes and any SFD data derived from that use for the same purpose pursuant to a sharing of the SFD Technology permitted by Momentum Resources Corporation, which was originally the exclusive owner of the SFD. Momentum Resources is owned 50% by one of our significant stockholders who is a director and an executive officer of NXT as of December 31, 2004. Under the terms of the SFD technology agreement, we are to pay Momentum a royalty equal to 5% of any Prospect Profits (as such terms is defined in the agreement), which we may receive, based on data received from Momentum Resources Corporation. No such royalty was earned or payable as of December 31, 2004. The agreement with Momentum Resources is due for renewal on December 31, 2005 subject to 60 days’ notice. We intend not to renew the agreement because in management’s view Momentum has not fulfilled its contractual obligations. In order to ensure that NXT maintain control over the SFD sensors we entered into an Interim Operating Agreement and a Technical Services Agreement with Mr. Liszicasz in November 2004. Mr. Liszicasz developed the prototype sensor for the SFD technology, which was later transferred to Momentum Resources Corporation, a Bahamian corporation (“Momentum”), of which Mr. Liszicasz is a part owner. The Interim Operating Agreement states that NXT has an undivided and unencumbered title to the four (4) operating stress field detectors engineered and constructed by Mr. Liszicasz since June 1, 1999 to-date, plus all sensors which might be manufactured by Mr. Liszicasz in the future with the financial contribution of NXT. This agreement also states that Mr. Liszicasz is to provide NXT with his know-how and technical expertise in connection with NXT's use of the sensors, which includes construction, redesign and advancement of the sensors; and interpretation and analysis of data produced by surveys using the sensors. The Interim Operating Agreement expires on December 31, 2005.The Technical Services Agreement goes into effect following the expiration of the Interim Operating Agreement and continues the obligations of Mr. Liszicasz to provide NXT with his know-how and technical expertise in connection with NXT’s use of the sensors and confirms NXT’s title to the sensors.
15. Commitments and Contingencies
We signed the extension of the sublease of the premises for our main office on November 25, 2004. The monthly minimum lease payments are $13,092 CDN and the sublease expires on January 31, 2006.
On November 27, 2002, we were served a Statement of Claim, which had been filed on November 25, 2002, in the Court of Queen’s Bench of Alberta, Judicial District of Calgary (Action No. 0201-19820), naming Energy Exploration Technologies Inc. and George Liszicasz as defendants. Mr. Dirk Stinson, the plaintiff, alleges that NXT failed to pay him compensation of $74,750, plus interest, under a consulting agreement and further alleges that NXT, without lawful justification, obstructed Mr. Stinson from trading his shares of NXT. On December 10, 2002, we filed our Statement of Defense. Mr. Stinson is a past President and director of NXT and is currently a director and shareholder of Momentum Resources. We believe the claim against us is contentious because of the ambiguity of the arrangements and we are vigorously defending ourselves against the claim.
On March 18, 2003, we were served a Statement of Claim which had been filed on March 14, 2003, in the Court of Queen’s Bench of Alberta, Judicial District of Calgary (Action No. 0301-04309), naming Glen Coffey, Murray’s Aviation Repairs (1980) Ltd., Energy Exploration Technologies, its wholly-owned subsidiary, NXT Energy Canada, Inc., Dennis Wolsky, as Administrator of the Estate of Jerry Wolsky, deceased and Embassy Aero Group Ltd. as defendants. Tops Aviation Ltd., Spartan Aviation Inc. and John Haskakis (the “Plaintiffs”) allege that the defendants were negligent and in breach of a Ferry Flight Contract between one or some of the defendants and one or some of the Plaintiffs under which Mr. Jerry Wolsky was to deliver a Piper Twin Comanche aircraft to Athens, Greece. The aircraft crashed in Newfoundland enroute to Athens killing Mr. Wolsky. The Plaintiffs are seeking, among other things, damages in the amount of $450,000 CDN or loss and damages to the aircraft and cargo; and damages in respect to search and rescue expenses, salvage, storage, transportation expenses and pollution and contamination expenses.
Neither we nor our subsidiary, NXT Energy Canada, Inc., were parties to the Ferry Flight Contract. We believe the claim against us and our subsidiary is without merit and intend to vigorously defend ourselves against the claim and will seek an expeditious dismissal of the claim.
On January 3, 2005, Energy Exploration Technologies, Inc signed a contract for investor awareness and promotion services in Europe with CoMarCon Germany. Under this contract, NXT has the obligation to pay CoMarCon $25,000 in cash and to issue 50,000 shares. As of the date of this report the $25,000 cash has been paid and 50,000 shares have been issued.
In March 2005 a contract was signed with Pangaea Investments under which Pangaea will provide investor relations and public relations services for a monthly fee of $5,000 CDN ($4,160 US) plus reimbursement of certain expenses, 100,000 common shares and a grant of an option to buy 100,000 additional common shares. The 100,000 common shares have been issued as of the date of this report. The contract may be terminated by either party upon 30 days notice.
In January 2005, a 12 month agreement was signed with Aware Capital under which Aware will provide investor relations and promotional services for a finders’ fee that will equal 3% of any financing arranged for by Aware and accepted and closed by NXT subject to certain limitations. As of the date of this report no fees have been paid or earned. The agreement also provides for 150,000 restricted shares of common stock to be delivered to NXT’s legal counsel and held in escrow pending Aware’s performance and completion of duties and obligations under the agreement. To the date of this report no shares have been issued under this agreement.
16. 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 return to treasury of all the outstanding preferred shares. The effective date of the transaction was March 1, 2003 and was recorded at fair market value. The price for these properties was set by arm’s length negotiations between the parties.
In June 2004 we sold airplane parts in exchange for 30 hours of rental time on an airplane from Avia Aviation. The airplane parts had been written off in previous years and had no recorded value at the time. We used the rental rate for the airplane of $1,747 US per hour based on previous invoices from Avia Aviation for the valuation of the transaction. We recognized a gain of $45,725 on the sale. We also incurred $12,231 of administrative expenses in relation to discontinued operation. The net gain from discontinued operations was $33,494.
For reporting purposes, the results of operations and the financial position of the properties have been presented as discontinued operations. Accordingly, prior period financial statements have been reclassified to reflect this change.
17. Segment Information
We operate in only one business segment, oil and natural gas exploration, insofar as we develop oil and natural gas exploration prospects identified using our proprietary SFD airborne survey technology.
Summarized below with respect to our years ended December 31, 2004, 2003, and 2002 and is geographic information relating to:
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revenues we have received during the year from continuing operations allocated amongst the geographic areas in which the revenue was generated;
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our net loss for the year from continuing operations allocated amongst the geographic areas in which the revenue and associated expenses were generated.
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our net income (loss) for the year from discontinued operations allocated amongst the geographic areas in which the revenue and associated expenses were generated.
Summarized below is geographic information relating to our assets as of December 31, 2004 and December 31, 2003, allocated amongst the geographic areas in which the assets were physically located or principally connected:
Of our total revenue, $46,053 (96%) came from a single external customer (Centrica Canada Ltd.) and was earned in the geographical segment of Canada.
In preparing the above tables, we have eliminated all inter-segment revenues, expenses and assets and the accounting policies of each segment are the same as those described in note 2.
18. Subsequent Events
On January 3, 2005 Energy Exploration Technologies, Inc signed a contract for investor awareness and promotion services in Europe with CoMarCon Germany. Under this contract, NXT has the obligation to pay CoMarCon $25,000 in cash and to issue 50,000 shares. As of the date of this report the $25,000 cash has been paid and 50,000 shares have been issued.
In March 2005 a contract was signed with Pangaea Investments under which Pangaea will provide investor relations and public relations services for a monthly fee of $5,000 CDN ($4,160 US) plus reimbursement of certain expenses, 100,000 common shares and a grant of an option to buy 100,000 additional common shares. The 100,000 common shares have been issued as of the date of this report. The contract may be terminated by either party upon 30 days notice.
In January 2005, a 12 month agreement was signed with Aware Capital under which Aware will provide investor relations and promotional services for a finders’ fee that will equal 3% of any financing arranged for by Aware and accepted and closed by NXT subject to certain limitations. As of the date of this report no fees have been paid or earned. The agreement also provides for 150,000 restricted shares of common stock to be delivered to NXT’s legal counsel and held in escrow pending Aware’s performance and completion of duties and obligations under the agreement. To the date of this report no shares have been issued under this agreement.
19. Comparative Figures
Certain amounts in the consolidated financial statements have been reclassified in the current period to conform with the current year’s presentation.
SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS PRODUCING ACTIVITIES (UNAUDITED)
In accordance with SFAS No. 69,"Disclosures About Oil and Gas Producing Activities", this section provides supplemental information on our oil and natural gas exploration and production activities. Tables I and II provide historical cost information pertaining to costs incurred in acquisitions, exploration, development and capitalized costs. Tables III through IV present information on our estimated proved reserve quantities and standardized measure of estimated discounted future net cash flows related to proved reserves.
Table I
Total Costs Incurred In Oil and Natural Gas Acquisition, Exploration and Development Activities
Table II
Capitalized Costs Related To Oil and Natural Gas Producing Activities
Table III
Quantities of Oil and Natural Gas Reserves
Proved reserves are estimated quantities of crude oil, natural gas, and natural gas liquids which geological and engineering data demonstrate with reasonable certainty to be recoverable from known reservoirs under existing economic and operating conditions. Proved developed reserves are those, which are expected to be recovered through existing wells with existing equipment and operating methods.
The U.S. Securities and Exchange Commission requires the reserve presentation to be calculated using year-end prices and costs and assuming a continuation of existing economic conditions. Proved reserves cannot be measured exactly, and the estimation of reserves involves judgmental determinations. Reserve estimates must be reviewed and adjusted periodically to reflect additional information gained from reservoir performance, new geological and geophysical data and economic changes. The estimates are based on current technology and economic conditions, and we consider such estimates to be reasonable and consistent with current knowledge of the characteristics and extent of production. The estimates include only those amounts considered to be proved reserves and do not include additional amounts which may result from new discoveries in the future, or from application of secondary and tertiary recovery processes where facilities are not in place or for which transportation and/or marketing contracts are not in place.
Proved developed reserves are reserves, which can be expected to be recovered through existing wells with existing equipment and existing operating methods. This classification includes: (1) proved developed producing reserves which are reserves expected to be recovered through existing completion intervals now open for production in existing wells; and (2) proved developed non-producing reserves which are reserves that exist behind the casing of existing wells which are expected to be produced in the predictable future, where the cost of making such oil and natural gas available for production should be relatively small compared to the cost of a new well.
Proved undeveloped reserves are proved reserves which are expected to be recovered from new wells on undrilled acreage or from existing wells where a relatively major expenditure is required for recompletion. Reserves on undrilled acreage are limited to those drilling units offsetting productive units, which are reasonably certain of production when drilled. Estimates of recoverable reserves for proved undeveloped reserves may be subject to substantial variation and actual recoveries may vary materially from estimates.
Proved reserves for other undrilled units are claimed only where it can be demonstrated with certainty that there is continuity of production from the existing productive formation. No estimates for proved undeveloped reserves are attributable to or included in this table for any acreage for which an application of fluid injection or other improved recovery technique is contemplated unless proved effective by actual tests in the area and in the same reservoir.
Table IV
Standardized Measure of Discounted Future Net Cash Flows Related To Proved
Oil and Natural Gas Reserve Quantities
The standardized measure of discounted future net cash flows is presented in accordance with the provisions of SFAS No. 69. In preparing this data, assumptions and estimates have been used, and we caution against viewing this information as a forecast of future economic conditions.
Future cash inflows were estimated by applying year-end prices to the estimated future production of year-end proved reserves. Future cash inflows were reduced by estimated future production and development costs to determine pre-tax cash inflows. Future income taxes were estimated by applying the year-end statutory tax rates to the future pre-tax cash inflows, less the tax basis of the properties involved, and tax credits and allowances. The resultant future net cash inflows are discounted using a ten percent discount rate.
QUARTERLY FINANCIAL DATA (UNAUDITED)
Summarized quarterly financial data is as follows:
Item 9.
Item 9. Changes In And Disagreements With Accountants On Accounting AND FINANCIAL Disclosure
On July 9, 2002, our board of directors accepted the resignation of Arthur Andersen LLP Canada, otherwise referred to as Andersen, as our independent auditors. The resignation was tendered, as Anderson was no longer able to fulfill its responsibilities to NXT due to Andersen ceasing operations. Andersen audited our consolidated financial statements for our two years ended December 31, 2001.
The report of Andersen accompanying the audited financial statements for our two years ended December 31, 2001 was not qualified or modified as to audit scope or accounting principles and did not contain an adverse opinion or disclaimer of opinion.
On July 9, 2002 our board of directors appointed Deloitte & Touche LLP as our new independent auditors.
Item 9A.
Item 9A. 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 U.S. Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. As of December 31, 2004, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon the foregoing, our Chief Executive Officer /Chief Financial Officer concluded that our disclosure controls and procedures are effective in the timely alerting of management to material information relating to us which is required to be included in our periodic SEC filings.
There were no changes in our internal controls or in other factors that could materially affect these controls subsequent to the date of their evaluation and since the last period reported, including any significant deficiencies or material weaknesses of internal controls that would require corrective action.
PART III
Item 10.
Item 10. Directors And Executive Officers
NXT’s articles provide for a minimum of one director and a maximum of 15 directors comprising our board of directors. At present, our board of directors consists of seven members.
Our directors are appointed by our common stock shareholders at our annual meeting of shareholders and hold the position either until the next annual shareholders meeting or until a successor is appointed. Our directors recently appointed Mr. Brian Kohlhammer to the board and his appointment will be submitted to the shareholders for approval at the next annual shareholders meeting.
The following table sets forth information, as of February 23, 2005, regarding our directors, executive officers and key employees:
Donald E. Foulkes
Age
Director since May 2002
Mr. Foulkes has been a director and the President of AltaCanada Energy Corp. (TSX: ANG), an oil and gas exploration company, since September 2002. Mr. Foulkes was the Chairman of the Board of Bushmills Energy Corp. (TSE:BSH), an oil and gas exploration company, from September 2001 until January 2003. Mr. Foulkes was with Causeway Energy Corporation (TSE:CUW), an oil and gas exploration and production company, from September 1995 to September 2001, where he held the position of President from 1995 until 1998 when he became the Chief Executive Officer. From 1992 to 1995, Mr. Foulkes was the President of Highridge Exploration Ltd. (TSE:HRE) and from 1988 to 1992, he was the President of Union Pacific Resources Inc., a private oil and gas company. Mr. Foulkes serves as a board member on our two Canadian subsidiaries, NXT Energy Canada, Inc. and NXT Aero Canada, Inc., as well; he also serves as a board member of 669677 Alberta Ltd., a private company.
Mr. Foulkes is a professional geologist and received a Bachelor of Science degree in Geology from the University of Calgary in 1970.
Mr. Foulkes sits on both our Audit Committee and our Compensation Committee.
HIS HIGHNESS SHEIKH AL HASSAN BIN ALI BIN RASHID AL NUAIMI
Age
Director since February 2004
His Highness is a member of the Saudi Royal Family. He is Chairman of Sea Spray Aluminum Boats "Emirates" L.L.C. which operates four factories, two in the UAE and one factory each in Iran and India.
Dennis Hunter
Age
Director since September 1998
Mr. Hunter is an entrepreneur who splits his time equally between private investment activities and real estate development and management. Since 1973, Mr. Hunter has been President and Chairman of the Board of Investment Development Management Corporation, which acquires, constructs, manages, develops and sells properties in California, Oregon and Nevada. Mr. Hunter has also been Chairman of the Board since 1992, and Vice Chairman of the Board from 1984, of Northern Empire Bancshares, a holding company of Sonoma National Bank, of which Mr. Hunter was a founder in 1982. Mr. Hunter has also been a director, since 1988, of Northbay Corporation, a private holding company in the solid waste industry with 35 companies in solid waste hauling, transfer stations, portable toilets, land fill operations and real property ownership. Mr. Hunter is also the trustee and an investment strategist for five charitable remainder trusts collectively holding over $30 million in net assets. Mr. Hunter sits on the board of directors of our two U.S. subsidiaries, NXT Aero USA, Inc. and NXT Energy USA, Inc.
Mr. Hunter received his Bachelor of Arts degree in Economics from California State University Sacramento.
Mr. Hunter has served on our Compensation Committee since February 2000.
George Liszicasz
Age
Director and Chief Executive Officer since January 1996
Mr. Liszicasz is the inventor of the SFD technology and has been our Chairman and Chief Executive Officer since inception. Mr. Liszicasz was appointed our interim President and interim Chief Financial Officer in July 2002. Mr. Liszicasz's primary responsibilities, as the Chief Executive Officer, interim President and interim Chief Financial Officer, are to ensure the smooth running of the day-to-day operations and to further develop our SFD technology. Prior to founding NXT, Mr. Liszicasz was Vice President of Susa Petroleum Inc. from 1993 to 1994. From 1987 to 1995, Mr. Liszicasz was President of Owl Industries Ltd., a developer of electronic controlling devices, where he had both engineering and business responsibilities. Mr. Liszicasz serves as a board member of each of our four subsidiaries; NXT Energy Canada, Inc., NXT Energy USA, Inc., NXT Aero Canada, Inc. and NXT Aero USA, Inc.
Mr. Liszicasz studied electronics and general sciences at the University of British Columbia and obtained a High Voltage Controls and Station Operations degree in Electronics from the Landler Jeno Technitken in Hungary in 1973.
Douglas Rowe
Age
Director since May 2002
Mr. Rowe has been the President, Chief Executive Officer and a director of Birch Mountain Resources Ltd. (TSX:BMD; OTCBB:BHMNF), a Canadian junior mineral exploration company, since 1994. Prior to that he was Chairman and President of Brougham Geoquest, Ltd., a company engaged in mineral exploration, from 1986 to 1993, and Brougham Energy Corporation, a company engaged in oil and gas exploration and development, from 1984 to 1986. Mr. Rowe also sits on the board of directors of our two Canadian subsidiaries, NXT Aero Canada, Inc. and NXT Energy Canada, Inc.
Mr. Rowe is a professional engineer with a Bachelors of Science degree in Electrical Engineering from Queen’s University which he obtained in 1967 and has over 30 years of industry experience.
Mr. Rowe is chairman of our Compensation Committee.
Scott R. Schrammar
Age
Corporate Secretary since September 2002
Mr. Schrammar retired in 1992. From 1989 to 1992, Mr. Schrammar was an independent trader at the American Stock Exchange. From 1983 to 1988, he was Head Floor Broker for Moseley, Hallgarten, Estabrook and Weeden at the American Stock Exchange. Mr. Schrammar is the Corporate Secretary of all of our subsidiaries.
Mr. Schrammar graduated Summa Cum Laude from the City University of New York with his Bachelor degree in Psychology in 1974 prior to continuing his studies at the Brooklyn Law School and receiving his Juris Doctor Degree in 1978.
Robert Van Caneghan
Age
Director since May 2002
Mr. Van Caneghan retired in 1994. He has over 25 years of experience as a market maker and specialist broker. From 1984 to 1994, he was a principal of Miceli-Van Caneghan, a specialist firm located on the AMEX floor. Mr. Van Caneghan was also a member of the American Stock Exchange Board of Governance from 1988 to 1994. Mr. Van Caneghan currently is a board member of our two U.S. subsidiaries, NXT Energy USA, Inc. and NXT Aero USA, Inc. and of the Financial Resources Federal Credit Union.
In 1969, Mr. Van Caneghan graduated from Wagner College with a Bachelor of Science in Economics. He then obtained a Masters Degree in Finance from the New York University Stern School of Business in 1974. Mr. Van Caneghan attended Brooklyn Law School where he graduated with a Juris Doctor degree in 1978.
Mr. Van Caneghan is a member of our Audit Committee.
Brian Kohlhammer
Age
Director since December 2004
Mr. Kohlhammer is a Chartered Accountant with over eighteen years experience in financial management reporting including four years public accounting and fourteen years financial forecasting, analysis and reporting.
Since December 2004, Mr. Kohlhammer has been serving as Vice President of Financial and Chief Financial Officer for Delphi Energy Corp., a public junior oil and gas company in Canada traded on the Toronto Stock Exchange and based in Calgary, Alberta. From 2001 to 2004, Mr. Kohlhammer served as Vice President of Financial and Chief Financial Officer for Virtus Energy Ltd., a public junior oil and gas exploration and production company traded on the TSX Venture Exchange and based in Calgary, Alberta. From 2000 to 2001, Mr. Kohlhammer served as Vice President of Financial and Chief Financial Officer for Patchgear.com Inc., an Internet based B2B e commerce public company in the safety equipment sector that was located in Calgary, Alberta. Mr. Kohlhammer is a member of our Audit Committee.
None of our executive officers or directors have been involved in any bankruptcy proceedings within the last five years, been convicted in or has pending any criminal proceeding, been subject to any order, judgment or decree enjoining, barring, suspending or otherwise limiting involvement in any type of business, securities or banking activity or been found to have violated any federal, state or provincial securities or commodities laws.
Section 16(a) Beneficial Ownership Reporting Compliance
The following represents each person who did not file on a timely basis reports required by Section 16(a) of the Exchange Act during the most recent year:
Name
Reporting Person
Form 3/# of transactions
Form 4/# of transactions
Form 5/# of transactions
George Liszicasz
President & Member of the Board of Directors
N/A
Late/3
N/A
Jarmila Manasek
Vice-President-Finance
Late/1
Late/1
N/A
Brian Kohlhammer
Member of the Board of Directors
Late/1
N/A
N/A
Bin Ali Bin Rashid Al Nuaimi His Highness Sheikh Al Hassan
Member of the Board of Directors
Late/1
N/A
N/A
Stephens Group Inc.
10% Owner
N/A
N/A
Late/1
SFD Investment LLC
10% Owner
N/A
N/A
Late/1
Board Committees
Our board of directors has established two committees, a Compensation Committee and an Audit Committee.
Messrs. Foulkes, Hunter and Rowe constitute our Compensation Committee. Our Compensation Committee reviews and makes recommendations with respect to the compensation of our executive officers, and also administers our various stock plans.
The Audit Committee's duties, as outlined in its charter, include recommending to our board of directors the engagement of our independent registered chartered accountants, reviewing and discussing the financial statements with management, reviewing the results of the independent registered chartered accountants examination of our periodic financial statements, and determining the independence of those accountants. Messrs. Kohlhammer, Foulkes and Van Caneghan are members of the Audit Committee. Mr. Kohlhammer is the financial expert on the audit committee.
Messrs. Kohlhammer, Foulkes and Van Caneghan are considered "independent" within the meaning of the rules of NASDAQ, the New York and American Stock Exchanges and the U.S. Securities and Exchange Commission.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee of the board of directors reviews and recommends to the board of directors the compensation and benefits of all our executive officers and establishes and reviews general policies relating to compensation and benefits of our employees. None of our executive officers served as a director, executive officer or member of a compensation committee of another entity of which one of its executive officers served on our Compensation Committee. Except as described in "Certain Relationships and Related Transactions", no interlocking relationships exist between our board of directors or compensation committee and the board of directors or compensation committee of any other company, nor has any interlocking relationship existed in the past.
Compensation for our Chief Executive Officer was determined by the Compensation Committee after considering his efforts in assisting in the development of our business strategy, the salaries of executives in similar positions and our general financial condition. The use of stock options and other awards is intended to strengthen the alignment of interests of executive officers and other key employees with those of our stockholders.
Board and Committee Meetings
Our board of directors was comprised of seven directors as of December 31, 2004, and eight meetings were held during 2004. Our board of directors also approved four additional corporate matters during 2004 through unanimous written consents.
The Compensation Committee held two informal meetings as a part of regular board of directors’ meetings during 2004.
The Audit Committee held four meetings during 2004 and both Mr. Foulkes and Mr. Van Caneghan members were in attendance at all meetings. Mr. Kohlhammer became the member of the Audit Committee in December 2004.
Item 11.
Item 11. Executive Compensation
The following table shows the compensation paid over the past three years with respect to the following persons:
·
Our Chief Executive Officer;
·
Our four other most highly compensated executive officers (if any), whose annual salary and bonus exceeded $100,000 in the aggregate; and
(1)
NXT ordinarily pays salaries to our executive officers in Canadian dollars. The amounts shown as paid in this table have been converted into United States dollars based upon the average exchange rate for the year of payment used in preparing our consolidated financial statements.
(2)
Includes, among other things, perquisites and other personal benefits, securities or property which exceed in the aggregate the lesser of either $50,000 or 10% of the total annual salary and bonus reported for that year.
(3)
Mr. Topolinsky resigned as NXT's President and Chief Operating Officer and as a director of NXT effective April 19, 2002.
(4)
Effective March 1, 2002, Mr. Ehrets became NXT's Vice President Exploration (U.S.). Prior to that Mr. Ehrets was NXT's Executive Vice President of Operations. Mr. Ehrets’ contract expired on October 31, 2002 and was not renewed.
(5)
Mr. Woodbury’s contract expired on July 8, 2002 and was not renewed.
(6)
In January 2002, Mr. Liszicasz accepted a 50% reduction in his annual salary.
Summary of Stock Options and Stock Appreciation Rights Granted To Executive Officers
There were 140,000 options granted to our executive officers at prices ranging from $1.47 to $2.15 to purchase our common shares during 2004.
The following table sets forth information regarding stock option grants to our officers and directors as of March 1, 2005:
(1)
Based on options exercisable to acquire a total 1,805,135 shares to executive officers, directors and employees.
(2)
The exercise price per share was equal to the fair market value of the common stock on the date of grant as determined by the board of directors.
The potential realizable value is calculated based on the assumption that the common shares appreciate at the annual rate shown, compounded annually, from the date of grant until the expiry of the term of the option. These numbers are calculated based on U.S. Securities and Exchange Commission requirements and do not reflect our projection or estimate of future stock price growth. Potential realizable values are computed by:
·
multiplying the number of shares of common stock subject to a given option by the exercise price;
·
assuming that the aggregate stock value derived from that calculation compounds at the annual 5% or 10% rate shown in the table for the entire term of the option; and
·
subtracting from that result the aggregate option exercise price.
Summary of Stock Options and Stock Appreciation Rights Exercised By Executive Officers and Year End Balances
The following table provides certain information with respect to each of our executive officers in 2004 concerning any options to purchase our common shares or stock appreciation rights they may have exercised in 2004, and the number and value of their unexercised options as of December 31, 2004:
(1)
The dollar amount shown represents the difference between the fair market value of our common shares underlying the options as of the date of exercise and the option exercise price.
(2)
The dollar value provided represents the cumulative difference in the fair market value of our common shares underlying all in-the-money options as of December 31, 2004 and the exercise prices for those options. Options are considered "in-the-money" if the fair market value of the underlying common shares as of the last trading day in 2004 exceeds the exercise price of those options. The fair market value of our common shares for purposes of this calculation is $1.84, based upon the closing price for our common shares on December 31, 2004, the last trading day in 2004.
Director Compensation
We do not currently pay any cash compensation to directors for serving on our board, but we do reimburse directors for out-of-pocket expenses for attending board and committee meetings. Our independent directors receive stock options to purchase our common shares as compensation for their service as directors. The terms of stock option grants made to independent directors are determined by the board of directors. We do not provide additional compensation for committee participation or special assignments of the board of directors.
Indemnification of Directors, Officers and Others
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the company, we have been informed that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.
Our By-laws provide that, to the fullest extent permitted by law, we may indemnify our directors, officers and others who were or are a party to, or are threatened to be made a party to, any threatened, pending or completed action, suit or proceeding.
We do maintain directors and officers indemnity insurance.
Employment Agreement With Our Executive Officer
Mr. Liszicasz is employed as our Chief Executive Officer under a five-year employment agreement entered into on December 1, 2002, which contains the following principal compensatory provisions:
·
An initial base salary of CDN $21,000 per month, with an automatic increase of 5% on each anniversary date. However, Mr. Liszicasz reduced his monthly salary to CDN $10,500.
·
An annual bonus equal to 5% of our "net income after taxes" in the event we earn more than $5 million in net income after taxes in any year.
·
An annual performance bonus, as determined in the sole discretion of our board of directors.
At the conclusion of his initial term, Mr. Liszicasz’s employment agreement renews automatically each year for a successive one-year term, unless we or Mr. Liszicasz elects by a written, 60-day notice not to renew; or the agreement is terminated earlier in accordance with its terms.
Mr. Liszicasz’s employment agreement provides for early termination in the case of any of the following events as defined in the employment agreement:
·
death or disability;
·
a "change in control" of NXT;
·
termination of employment by NXT for "cause;" or
·
termination of employment by Mr. Liszicasz for "good reason."
Under the employment agreement a "change in control" means any of the following:
·
an acquisition whereby immediately after such acquisition, a person holds beneficial ownership of more than 50% of the total combined voting power of our then outstanding voting securities;
·
if in any period of three consecutive years after the date of the employment agreement, the then incumbent members of our board of directors cease to constitute a majority of the board for reasons other than voluntary resignation, refusal by one or more members of our board of directors to stand for election, or removal of one or more board member for good cause; or
·
our board of directors or shareholders approve a merger, consolidation or reorganization of NXT; the complete liquidation or dissolution of NXT; or the agreement for the sale or other disposition of all or substantially all of NXT's assets.
In general, where a termination is for death, disability, "cause" or by Mr. Liszicasz without "good reason", Mr. Liszicasz’s compensation allowances and benefits will accrue only through the effective date of the termination. However, where a termination is due to a "change in control", without "cause", or Mr. Liszicasz for "good reason", the employment agreement provides that we will pay compensation and certain allowances and benefits to Mr. Liszicasz through the end of the then applicable term.
ITEM 12.
ITEM 12. Ownership Of NXT’s Securities by Beneficial Owners And Management
The following table sets forth certain selected information, computed as of February 28, 2005, about the amount and nature of our securities "beneficially owned" by the following persons as of that date:
·
each of our current directors and executive officers;
·
each person who is a beneficial owner of more than 5% of any class of our outstanding securities with voting rights; and
·
the group comprised of our current directors and executive officers.
The information contained in the following tables was given to us by the individuals, our transfer agent or entities named. We believe that each of these individuals or entities has sole or shared investment and voting power with respect to the securities indicated as beneficially owned by them, subject to community property laws, where applicable, except where otherwise noted.
(1)
Rule 13d-3 under the Securities Exchange Act defines the term, "beneficial ownership". Under this rule, the term includes shares over which the indicated beneficial owner exercises voting and/or investment power. The rules also deem common shares subject
(2)
Executive officer.
(3)
Includes 5,062,490 common shares directly held by Mr. Liszicasz, and options exercisable within 60 days of March 31, 2005 to acquire 48,333 common shares.
(4)
Includes 361,266 common shares and options exercisable within 60 days of March 31, 2005 to acquire 71,666 common shares.
(5)
Includes 25,000 common shares and options exercisable within 60 days of March 31, 2005 to acquire 39,999 common shares.
(6)
Includes 25,000 common shares and options exercisable within 60 days of March 31, 2005 to acquire 39,999 common shares.
(7)
Includes options exercisable within 60 days of March 31, 2005 to acquire 33,333 common shares.
(8)
Includes options exercisable within 60 days of March 31, 2005 to acquire 33,333 common shares.
(9)
Includes 5,506,756 common shares and options exercisable within 60 days of March 31, 2005 to acquire 263,663 common shares.
Item 13.
Item 13. Certain Relationships And Related Transactions
Summarized below is information concerning related party transactions and balances not disclosed elsewhere in these consolidated financial statements for the years ended December 31, 2004, 2003, and 2002:
Our rights to use our SFD technology arises from a sharing of the technology with Momentum Resources Corporation, and an agreement pursuant to which we were originally granted the exclusive worldwide right to use, possess and control the SFD Data for hydrocarbon identification and exploration purposes and any SFD data derived from that use for the same purpose pursuant to a sharing of the SFD Technology permitted by Momentum Resources Corporation, which was originally the exclusive owner of the SFD. Momentum Resources is owned 50% by one of our significant stockholders who is a director and an executive officer of NXT as of December 31, 2004. Under the terms of the SFD technology agreement, we are to pay Momentum a royalty equal to 5% of any Prospect Profits (as such terms is defined in the agreement), which we may receive, based on data received from Momentum Resources Corporation. No such royalty was earned or payable as of December 31, 2004. The agreement with Momentum Resources is due for renewal on December 31, 2005 subject to 60 days’ notice. We intend not to renew the agreement.
Item 14.
Item 14. Principal accounting fees and services
AUDIT FEES
Fees billed by Deloitte & Touche LLP were:
• fees billed in 2004 in the amount of $41,202 for the preparation of the Registration Statement.
• $ 64,745 ($22,300 in 2003) for the audit of the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2004.
• $ 28,668 for the 2004 quarterly reviews ($5,300 for the 2003 quarterly reviews) of the Consolidated Financial Statements included in Form 10-Q.
TAX FEES
Fees billed by Deloitte & Touche LLP, were $51,127 for 2004) for tax return preparation assistance and tax-related consultation.
ALL OTHER FEES
No other fees were billed by Deloitte & Touche LLP during 2004 or 2003.
AUDIT COMMITTEE APPROVAL
Before Deloitte & Touche LLP is engaged by NXT to render audit or non-audit services, the engagement
is approved by NXT’s Audit Committee. All audit-related and tax services provided by Deloitte & Touche LLP after May 6, 2003 were approved by our Audit Committee.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules
(a) Exhibits
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this annual report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on April 15, 2005
Calgary, Alberta, Canada
ENERGY EXPLORATION TECHNOLOGIES INC.
ENERGY EXPLORATION TECHNOLOGIES INC.
an Alberta corporation
an Alberta corporation
By: /s/ George Liszicasz
By: /s/ Jarmila Manasek
George Liszicasz,
Jarmila Manasek
CEO, principal executive officer
V.P. Finance, principal financial officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this annual report on form 10-K has been signed below by the following persons on behalf of the registrant on April 15, 2005, and in the capacities indicated.
Signature
Title
Date
/s/ George Liszicasz
George Liszicasz
/s/ Donald Foulkes
Chief Executive Officer, principal executive officer, and Director
April 15, 2005
Donald Foulkes
/s/ His Highness Sheikh Al Hassan Bin Ali Bin Rashid Al Nuaimi
Director
April 15, 2005
His Highness Sheikh Al Hassan Bin Ali Bin Rashid Al Nuaimi
/s/ Dennis Hunter
Director
April 15, 2005
Dennis Hunter
/s/ Douglas Rowe
Director
April 15, 2005
Douglas Rowe
/s/ Robert Van Caneghan
Director
April 15, 2005
Robert Van Caneghan
/s/ Brian Kohlhammer
Director
April 15, 2005
Brian Kohlhammer
Director
April 15, 2005