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NXT Energy Solutions Inc. - Quarter Report: 2003 March (Form 10-Q)

As filed with the Securities and Exchange Commission on May 15, 2003.
 

United States Securities And Exchange Commission
Washington, D.C. 20549
 

FORM 10-Q
 

(Mark One)

[X]

Quarterly Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 For The Three-Month Period Ended March 31, 2003; Or

[ ]

Transition Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 For The Transition Period From ________ To _______

Commission File No. 0-24027

ENERGY EXPLORATION TECHNOLOGIES
(Exact name of registrant as specified in its charter)
 

Nevada
(State or other jurisdiction of
incorporation or organization)

 

61-1126904
(I.R.S. Employer
Identification No.)


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


(403) 264-7020
(Registrant's telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all Reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registration was required to file such Reports), and (2) has been subject to such filing requirements for the past 90 days:   Yes  [X]   No  [ ]

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

16,971,153 shares of common stock, par value $0.001 per share, as of May 15, 2003

Energy Exploration Technologies
INDEX TO THE FORM 10-Q
For the quarterly period ended March 31, 2003

 

 

 

PAGE

 

 

 

 

PART I

FINANCIAL INFORMATION

3

 

ITEM 1.

FINANCIAL STATEMENTS

3

 

 

Condensed Consolidated Balance Sheets

3

 

 

Condensed Consolidated Statements of Loss and Comprehensive Loss

4

 

 

Condensed Consolidated Statements of Shareholders' Equity

5

 

 

Condensed Consolidated Statements of Cash Flows

6

 

 

Notes to the Condensed Consolidated Financial Statements

7

 

ITEM 2.

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

16

 

ITEM 3.

 

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

21

 

ITEM 4.

CONTROLS AND PROCEDURES

21

PART II

Other Information

21

 

ITEM 1.

LEGAL PROCEEDINGS

21

 

ITEM 2.

CHANGES IN SECURITIES AND USE OF PROCEEDS

22

 

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

22

 

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

22

 

ITEM 5.

OTHER INFORMATION

22

 

ITEM 6.

EXHIBITS AND REPORTS ON FORM 8-K

22

 

 

SIGNATURE

26

 

 

CERTIFICATION

27

2

Item 1 - Financial Information

ENERGY EXPLORATION TECHNOLOGIES
Consolidated Balance Sheets
(expressed in U.S. dollars)

 

March 31, 2003

December 31, 2002

(unaudited)

Assets

 

 

Current assets:

 

Cash and cash equivalents

$ 429,919

$ 585,070

 

Accounts receivable

1,702,267

328,174

 

Due from officers and employees

 2,199

5,004

 

Prepaid expenses and other

 48,732

73,315

 

 2,183,117

991,563

Note receivable from officer [note 4]

37,271 

34,212

Aircraft and flight equipment held for sale [notes 2 and 5]

21,069 

22,985

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

net of depletion and impairments [notes 2 and 6]

1,563,364 

2,763,919

Other property and equipment, net of accumulated depreciation,

amortization and impairment [notes 2 and 7]

214,866

206,146

 

$ 4,019,687  

$  4,018,825

Liabilities And Shareholders' Equity

Current liabilities:

 

 

 

Trade payables

$ 108,599

$  68,555

 

Wages and employee benefits payable

24,269

5,738

 

Other accrued liabilities

61,893

74,740

 

194,761 

149,033

 

 

 

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

--   

--   

Shareholders' equity:

 

 

 

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

 

 

 

 

liquidation preference $7.50 per share

 

 

 

 

800,000 shares authorized and 

 

 

 

 

800,000 shares issued as of March 31, 2003 and December 31, 2002 [note 9]

800 

800

Common stock, par value $0.001 per share:

50,000,000 shares authorized; 16,971,153 shares issued as of March

31, 2003 and December 31, 2002

16,971

16,971

 

Additional paid-in capital

24,086,183

24,077,655

 

Accumulated deficit

(20,238,792)

(20,041,865)

Accumulated other comprehensive loss

(40,236)

(183,769)

 

 

 

3,824,926

3,869,792

$   4,019,687

$  4,018,825

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

3

ENERGY EXPLORATION TECHNOLOGIES
Consolidated Statements Of Loss And Comprehensive Loss
(unaudited) (expressed in U.S. dollars)

 

Three months ended March 31,

 

2003

2002

Revenues:

 

Oil and natural gas revenue

$ (19,561)

$ 10,718

Operating expenses:

Oil and natural gas operating expenses

--

2,022

 

Administrative [note 13]

298,228

312,300

 

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

59,974

14,153

 

Amortization and depreciation [notes 2 and 7]

14,098

33,376

 

Research and development [note 2]

-

107,967

 

Survey support [note 2]

17,124

8,964

 

Survey operations and data analysis [note 2]

-

(5,134)

389,424

473,648

Operating loss from continuing operations

(408,985)

(462,930)

Other income (expense):

 

Interest expense

-

(73,343)

 

Interest income

488

-

Other income(expense)

12,970

(190)

 

 

 

13,458

(73,533)

Net loss for the period from continuing operations

(395,527)

(536,463)

Income (loss) from discontinued operations [note 3]

198,600

(256,753)

Net loss for the period

(196,927)

(793,216)

Other comprehensive income:

 

 

 

Foreign currency translation adjustment

143,533

1,511

Comprehensive loss for the period

$ (53,394)

$ (791,705)

Basic and diluted loss per share [note 2]

$ (0.00)

$ (0.05)

Weighted average shares outstanding

16,971,153

16,971,153

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

ENERGY EXPLORATION TECHNOLOGIES
Consolidated Statements Of Shareholders' Equity
(expressed in U.S. dollars)


Accumulated
Other Comprehensive
Loss


Common Stock


Series 'A'
Convertible
Preferred Stock


Additional Paid-in
Capital


Accumulated
Deficit

Shares

Amount

Shares

Amount

 

(unaudited)

Beginning balance -- December 31, 2001

$ (222,980)

16,971,153

$  16,971 

800,000

$  800 

$ 24,043,439 

$ (14,365,745)

Grant and vesting of options to investor

relations consultant (note 13)

--

--

--

--

--

8,534 

--

Net loss for the three months ended

 

 

 

 

 

 

 

 

March 31, 2002 from continuing

 

 

 

 

 

 

 

 

operations

--

--

--

--

--

--

(536,463)

Loss on discontinued operations for the

three months ended March 31, 2002

--

--

--

--

--

--

(256,753)

Net other comprehensive income for the

three months ended March 31, 2002

1,511

--

--

--

--

--

--

Balance -- March 31,2002

$ (221,469)

16,971,153

$ 16,971

800,000

$  800

$ 24,051,973

$ (15,158,961)

Beginning balance -- December 31, 2002

$ (183,769)

16,971,153

$  16,971

800,000

$  800 

$  24,077,655

$ (20,041,865)

Grant and vesting of options to investor

 

 

 

 

 

 

 

 

relations consultant (note 13)

--

--

--

--

--

8,528

--

Net loss for the three months ended

 

 

 

 

 

 

 

 

March 31, 2003 on continuing

 

 

 

 

 

 

 

 

operations

--

--

--

--

--

--

(395,527)

Income from discontinued operations for

the three months ended March 31, 2003

--

--

--

--

--

--

198,600

Net other comprehensive income for the

three months ended March 31, 2003

143,533 

--

--

--

--

--

--

Balance -- March 31,2003

$ (40,236)

16,971,153

$  16,971

800,000

$  800

$ 24,086,183

$ (20,238,792)

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

ENERGY EXPLORATION TECHNOLOGIES
Consolidated Statements Of Cash flow
(unaudited) (expressed in U.S. dollars)

 

 

Three months ended March 31

 

2003

2002

 

 

 

Operating activities:

 

 

Net loss for the period from continuing operations

$ (395,527)

(536,463)

Amortization and depreciation of other property and equipment

14,098

33,376

Depletion and impairment of oil and natural gas properties

59,974

14,153

Gain on sale of oil and natural gas properties

(11,038)

--

Changes in non-cash working capital:

 

 

 

Accounts receivable

75,907

160,377

 

Due from officers and employees

2,805

(1,106)

 

Prepaid expenses and other

24,583

47,261

 

Trade payables

40,044

38,887

 

Wages and employee benefits payable

18,531

47,904

 

Other accrued liabilities

(12,847)

(86,283)

 

Consulting costs settled by issuance of common stock and

 

 

 

options

8,528

8,534

Net cash used in operating activities

(174,942)

(273,360)

 

 

 

 

Investing activities:

 

 

Funds invested in other property and equipment

(22,819)

--

Proceeds on sale of other property and equipment

1,916

204

Funds invested in oil and natural gas properties

(138,909)

(222,072)

Proceeds on sale of oil and natural gas properties

17,032

--

Interest accrued on loan to former employee

(3,059)

(664)

Accrued oil and natural gas property costs and trade payables

--

(12,979)

Net cash used in investing activities

(145,839)

(235,511)

 

 

 

Net cash generated by (used in) discontinued operations

22,097

(468,351)

 

 

 

Effect of net other comprehensive income

143,533

1,511

 

 

 

Net cash outflow

(155,151)

(975,711)

Cash and cash equivalents position, beginning of period

585,070

2,994,608

Cash and cash equivalents position, end of period

$ 429,919

$ 2,018,897

The accompanying notes to consolidated financial statements are an integral
part of these consolidated statements of cash flows

6

ENERGY EXPLORATION TECHNOLOGIES
Explanatory Notes To Consolidated Financial Statements
(expressed in U.S. dollars)
(unaudited)

  1. ORGANIZATION AND ABILITY TO CONTINUE OPERATIONS
  2. Energy Exploration Technologies ("we", "our company" or "NXT") was incorporated under the laws of the State of Nevada on September 27, 1994. We are a technology-based reconnaissance exploration company which utilizes our proprietary stress field detection (SFD) remote-sensing airborne survey technology to quickly and inexpensively identify and high-grade oil and natural gas prospects. We conduct our reconnaissance exploration activities, as well as land acquisition, drilling, completion and production activities through our wholly-owned subsidiaries--NXT Energy USA Inc. ("NXT Energy USA") and NXT Energy Canada Inc. ("NXT Energy Canada"), in the United States and Canada, respectively. NXT Aero USA Inc. ("NXT Aero USA") and NXT Aero Canada Inc. ("NXT Aero Canada") are the two subsidiaries through which we conduct the aerial surveys.

    For the quarter ended March 31, 2003, we incurred a loss of $196,927 and our ability to continue as a going concern will be dependent upon successfully identifying hydrocarbon bearing prospects, and financing, developing, extracting and marketing oil and natural gas from these prospects for a profit. We anticipate that we will continue to incur further operating losses until such time as we receive additional revenues from increased production with respect to currently held prospects or through prospects we identify and exploit for our own account.

    We have taken steps to significantly cut-back our administration, exploration and research and development costs from approximately $250,000 per month to approximately $80,000 per month through a number of cost-saving measures. We have sold our U.S. properties and are expanding our exploration efforts in Canada. We are also investigating the use of our technology in other countries.

    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.

  3. SIGNIFICANT ACCOUNTING POLICIES
  4. Basis Of Presentation

    We have prepared these consolidated financial statements for our three-month interim periods as at and ended March 31, 2003 and 2002 in accordance with accounting principles generally accepted in the United States for interim financial reporting. While these financial statements for these interim periods reflect all normal recurring adjustments which, in the opinion of our management, are necessary for fair presentation of the results of the interim period, they do not include all of the information and notes required by accounting principles generally accepted in the United States for complete financial statements. Refer to our consolidated financial statements included in our annual report on Form 10-K for our fiscal year ended December 31, 2002. 

    7

    Consolidation

    We have consolidated the accounts of our wholly-owned subsidiaries with those of NXT in the course of preparing these consolidated financial statements. All significant inter-company balances and transactions amongst NXT and its subsidiaries have been eliminated as a consequence of the consolidation process, and are therefore not reflected in these consolidated financial statements.

    Estimates And Assumptions

    The preparation of these consolidated financial statements in accordance with generally accepted accounting principles in the United States requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of these consolidated financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results may differ from those estimates.

    Cash And Cash Equivalents

    For purposes of preparing the consolidated balance sheets and statements of cash flows contained in these

    consolidated financial statements, we consider all investments with original maturities of ninety days or less to constitute "cash and cash equivalents".

    Debt Issuance Costs

    We amortize debt issuance costs on a straight-line basis over the life of the related debt.

    Fair Value Of Financial Instruments

    Our financial instruments consist of cash and cash equivalents, accounts receivable, notes receivable, trade payables, wages and employee benefits payable, accrued liabilities and long-term debt. The book values of these financial instruments, other than long-term debt, approximates their fair values due to their short-term to maturity and similarity to current market rates. It is the opinion of our management that we are not exposed to significant interest, currency or credit risks arising from these financial instruments.

    Aircraft And Flight Equipment Held For Sale

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

    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:

    -

    land acquisition costs;

    -

    geological and geophysical costs;

    -

    costs of drilling both productive and non-productive wells;

    -

    cost of production equipment and related facilities; and

    -

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

    8

    We only capitalize overhead that is directly identified with acquisition, exploration or development activities. All costs related to production, general corporate overhead and similar activities are expensed as incurred.

    Under the full cost method of accounting, capitalized costs are accumulated into cost centers on a country-by-country basis. These costs, plus a provision for future development costs (including estimated dismantlement, restoration and abandonment costs) of proved undeveloped reserves, are then depleted and depreciated using the unit-of-production method, based on estimated proved oil and gas reserves as determined by independent engineers 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:

    Aircraft

    5%

    Computer and SFD system equipment

    30%

    Computer and SFD system software

    100%

    Equipment

    20%

    Furniture and fixtures

    20%

    Flight equipment

    10%

    Leasehold improvements

    20%

    Tools

    20%

    Vehicle

    30%

    When we retire or otherwise dispose of our other capitalized property and equipment, we remove their cost and related accumulated depreciation or amortization from our accounts, and record any resulting gain or loss in the results of operations for the period. Our management periodically reviews the carrying value of our property and equipment to ensure that any permanent impairment in value is recognized and reflected in our results of operations.

    9

    Revenue Recognition

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

    Research And Development 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 Support Expenditures

    We expense all survey support expenditures we incur, after netting costs which are reimbursable by our joint venture partners. Survey support expenditures consist primarily of the cost, including allocable salaries, to:

    -

    conduct field evaluations to evaluate the SFD survey system; and

    -

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

    Survey Operations And Data Analysis Expenditures

    We expense all survey operations and data analysis expenditures we incur, after netting costs which are reimbursable by our joint venture partners. Survey operations and data analysis expenditures consist primarily of:

    -

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

    -

    allocable salaries of our personnel while interpreting SFD data.

    Foreign Currency Translation

    Our only operations outside of the United States are in Canada. Foreign currency translation adjustments resulting from the translation of the financial statements of our Canadian subsidiaries, whose functional currency is Canadian dollars, into U.S. dollar equivalents for purposes of consolidating our financial statements, are included in other comprehensive loss. For purposes of consolidation, we use the following methodology to convert Canadian dollar denominated accounts and transactions into U.S. dollars:

    -

    all asset and liability accounts are translated into U.S. dollars at the rate of exchange in effect as of the end of the applicable fiscal period;

    -

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

    -

    all revenue and expense accounts are translated into U.S. dollars at the average rate of exchange for the applicable fiscal period.

    We record the cumulative gain or loss arising from the conversion of the noted Canadian dollar denominated accounts and transactions into U.S. dollars as a foreign currency translation adjustment as a component of accumulated other comprehensive income or loss for that period.

    10

    Basic And Diluted Loss Per Share

    Our basic loss per share is computed in accordance with SFAS No. 128, "Earnings Per Share", by dividing the net loss for the period by the weighted average number of common shares outstanding for the period. Our diluted loss per share is computed, also in accordance with SFAS No. 128, by including the potential dilution that could occur if holders of our dilutive securities were to exercise or convert these securities into common shares.

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

    Stock-Based Compensation For Employees And Directors

    In accounting for the grant of our employee and director stock options, we have elected to follow Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25"), and related interpretations. Under APB 25, companies are not required to record any compensation expense relating to the grant of options to employees or directors where the awards are granted upon fixed terms with an exercise price equal to fair value and the only condition of exercise is continued employment. See note 10.

    Recent Accounting Pronouncements

    In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations". SFAS No. 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. 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 and therefore this SFAS has no impact on us at this time.

  5. DISCONTINUED OPERATIONS
  6. In January 2003, we adopted a formal plan to divest our U.S. oil and gas propertiesOn May 9, 2003 we closed a sale transaction with our U.S. joint venture partner to sell the properties for total consideration of $1,450,000 with proceeds of $720,000 in cash and the redemption of all the outstanding preferred shares. The effective date of the transaction was March 1, 2003. For reporting purposes, the results of operations and the financial position of the properties have been presented as discontinued operations. Accordingly, prior period financial statements have been reclassified to reflect this change.

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

    Included in accounts receivable at March 31, 2003 is $1,450,000 plus trade accounts receivable related to our U.S. properties.

  7. NOTE RECEIVABLE FROM OFFICER
  8. In September 1998, we loaned the sum of CDN $54,756 (US $35,760 as of that date) to one of our officers in connection with his relocation to Calgary, Alberta. Pursuant to the terms of an underlying promissory note, the officer was required to repay the loan on a monthly basis, with a balloon payment due on October 3, 2003. The officer left our company in 2002 and will repay the outstanding balance on October 3, 2003.

    11

  9. AIRCRAFT AND FLIGHT EQUIPMENT HELD FOR SALE
  10. In December 2001, management decided to place on the market our two aircraft and related flight equipment in order to decrease our operating costs. The Piaggio Avanti P180 aircraft was sold in the second quarter of 2002 and the remaining aircraft was sold in the fourth quarter of 2002.

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

     

    March 31,

    December 31,

     

    2003 

    2002 

    Flight equipment held for sale

    $ 106,328 

    $  108,244 

    Less accumulated write-down

    (85,259)

    (85,259)

     

    Net aircraft and flight equipment held for sale

    $ 21,069 

    $ 22,985 

  11. OIL AND NATURAL GAS PROPERTIES
  12. Summarized below are the oil and natural gas property costs we capitalized for the three months ended March 31, 2003 and 2002 and as of March 31, 2003 and December 31, 2002:

     

    Three Months Ended
    March 31,

     

    As of
    March 31,
    2003

    As of
    December 31,
    2002

     

    2003

    2002

     

    Acquisition costs

    $ 50,051

    $  19,610 

     

    $ 1,318,718

    $  1,268,667 

    Exploration costs

    263,849

    599,051

     

    7,655,727

    7,391,878 

    Development costs

    --

    5,983

     

    83,234

    83,234 

     

    Oil and natural gas properties

    313,900

    624,644 

     

     9,057,679

    8,743,779 

    Less impairment

    (219,529)

    (11,066)

     

    (5,831,916)

    (5,612,387)

    Less dispositions

    (1,280,309)

    -

     

    (1,507,660)

    (227,351)

    Less depletion

    (14,617)

    (4,153)

     

    (154,739)

      (140,122)

     

    Net oil and natural gas properties

    $(1,200,555)

    $  609,425 

     

    $1,563,364  

    $ 2,763,919 

    Net oil and natural gas property costs at March 31, 2003 are comprised of  $187,146 ($781,446 at December 31, 2002) of proved property costs and $1,376,218 ($1,982,473 at December 31, 2002) of unproved property costs. At March 31, 2003 there were no indications of impairment of our Canadian full cost center.

    The impairment of oil and natural gas properties also includes the write-down of the cost of drilling and completing wells which are either non-commercial or which we are unable to complete for technical reasons. While, as noted below, our management believes in the prospective commercial viability and non-impairment of the overall prospects of which each of these wells are a part and is continuing active exploration and development activities with respect to each of these prospects, we have nevertheless written-off these individual well costs as an impairment cost since this determination was made prior to the establishment of proved reserves.

    At the end of each quarter, our management performs an overall assessment of each of our unproved oil and natural gas properties to determine if any of these properties has been subject to any impairment in value (see note 2). Based upon these evaluations, our management has determined that each of our oil and natural gas properties continued to have prospective commercial viability as of these dates. While we are currently conducting active exploration and development programs with respect to each of these unproved oil and natural gas properties, we anticipate that all of these properties will be evaluated and the associated costs transferred into the amortization base or be impaired over the next five years.

    12

  13. OTHER PROPERTY AND EQUIPMENT
  14. Summarized below are our capitalized costs for other property and equipment as of March 31, 2003 and December 31, 2002:

     

    March 31,
    2003

    December 31,
    2002

    Computer and SFD equipment

    $ 288,225

    $  268,254 

    Computer and SFD software

    126,128

    118,470 

    Equipment

    81,514

    80,912 

    Furniture and fixtures

    178,400

    165,984 

    Leasehold improvements

    210,644

    195,983 

    SFD survey system (including software)

    126,844

    115,471 

    Tools

    1,675

    1,559 

    Vehicle

    18,827

    18,828 

     

    Other property and equipment

    1,032,257

    965,461 

    Less accumulated depreciation, amortization and impairment

    (817,391)

    (759,315)

     

    Net other property and equipment

    $ 214,866

    $  206,146 

  15. LONG-TERM DEBT
  16. On May 1, 2002, we completed the sale of our Piaggio Avanti P180 aircraft to a third party and used the proceeds to settle the principal and interest due on this loan in full. See note 5. We also expensed the remaining unamortized debt issuance costs of $22,805 during 2002.

  17. PREFERRED STOCK
  18. The series 'A' preferred shares are not entitled to payment of any dividends, although they are entitled under certain circumstances to participate in dividends on the same basis as if converted into common shares. Each series 'A' preferred share carries a $7.50 liquidation preference should our company wind-up and dissolve. Each series 'A' preferred share is convertible by the holder into common shares based upon a $7.50 per share conversion price, subject to adjustment should NXT sell common shares or common share purchase options or warrants at prices less than $7.50 per share in specified circumstances.

    The preferred shares were all redeemed and cancelled effective May 9, 2003 as part of the compensation received for the sale of the U.S. properties.

  19. PERFORMANCE WARRANTS
  20. On August 1, 1996, we granted a performance-based contractual right to acquire NXT warrants to the licensor of our SFD technology, Momentum Resources Corporation ("Momentum Resources"), in connection with the amendment of our exclusive SFD technology license with Momentum Resources to use the SFD technology for hydrocarbon exploration. The primary purpose of the amendment was to indefinitely extend the termination date of the license. Pursuant to this contractual right, Momentum Resources is entitled to a separate grant of warrants entitling it to purchase 16,000 common shares at the then current trading price for each month after December 31, 2000 in which production from SFD-identified prospects during that month exceeds 20,000 barrels of hydrocarbons. Momentum Resources has not earned any warrants under the SFD technology license as of March 31, 2003.

    13

  21. EMPLOYEE AND DIRECTOR OPTIONS
  22. We have summarized below all outstanding options under our various stock option plans and arrangements as of March 31, 2003:

    As of March 31, 2003

    Stock Option Plan

    Grant Date

    Exercise Price

    Outstanding

    Vested

    Independent Grants

    January 4, 2001 (1)

    $2.00

    30,000

    30,000

    January 4, 2001 (1)

    $2.00

    45,000

    45,000

    January 4, 2001 (1)

    $2.00

    45,000

    45,000

    1997 Employee Stock Option Plan

    January 4, 2001 (1)

    $2.00

    25,000

    25,000

    January 4, 2001 (1)

    $2.00

    58,542

    58,542

    January 4, 2001 (1)

    $2.00

    8,000

    8,000

    January 4, 2001 (1)

    $2.00

    100,000

    60,000

    January 4, 2001 (1)

    $2.00

    20,000

    15,000

    January 4, 2001 (1)

    $2.00

    41,750

    31,750

    January 4, 2001 (1)

    $2.00

    9,000

    9,000

    January 4, 2001 (1)

    $2.00

    18,000

    18,000

    January 4, 2001 (1)

    $2.00

    30,000

    12,000

    January 4, 2001 (1)

    $2.00

    35,000

    35,000

    January 4, 2001 (1)

    $2.00

    25,000

    25,000

    January 4, 2001 (1)

    $2.00

    7,750

    7,750

    December 27, 2000

    $4.125

    15,000

    9,000

    February 1, 2001

    $2.00

    6,000

    6,000

    July 5, 2001

    $2.00

    30,000

    10,000

    August 13, 2002

    $0.38

    110,000

    0

    September 20, 2002

    $0.29

    33,000

    0

    March 27, 2003

    $0.14

    60,000

    0

    1999 Executive Stock Option Plan

    May 1, 1999

    $2.00

    520,800

    520,800

    2000 Directors Stock Option Plan

    May 15, 2000

    $2.00

    40,000

    40,000

    April 17, 2000

    $2.00

    70,000

    60,000

    August 13, 2002

    $0.38

    120,000

    0

    September 20, 2002

    $0.29

    10,000

    0

    1,512,842

    1,070,842

    (1)

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

    14

    The employee options outstanding as of March 31, 2003 vest over three to five years from the grant date, depending upon the recipient, based upon the continued provision of services as an employee. The director options vest one-third each on the first through third anniversaries of the grant date, respectively, based upon the continued provision of services as a director. Both the employee and director options generally lapse, if unexercised, five years from the date of vesting.

  23. COMMITMENTS
  24. The lease for the principal offices expired on January 31, 2003. A new sub-lease from another tenant has been negotiated with a term of eighteen months ending July 31, 2004. The space is approximately 5,500 square feet and the monthly cost is about $10,000 CDN.

  25. INVESTOR RELATIONS OPTIONS
  26. On May 15, 2001, as additional compensation to our investor relations consultant pursuant to an investor and public relations services agreement, we granted that consultant options to purchase 155,000 common shares at $2.50 per share. The underlying agreement provided that 50,000 options would vest immediately, and an additional 35,000 options would vest upon each of the first, second and third anniversary dates of the agreement, respectively, even if the agreement was not subsequently renewed by those dates so long as NXT has not terminated this agreement for "good cause" as defined in the agreement. These options lapse, to the extent vested and unexercised, five years after the date of vesting. Pursuant to SFAS No. 123, for our three month period ended March 31, 2003, we recorded compensation expense, as part of administrative expenses, determined in accordance with the Black-Scholes option pricing model in the amount of $8,528 ($8,534 for our three month period ended March 31, 2002) in connection with the grant and vesting of these options. We have sent notice of our intent not to renew the agreement at May 15, 2003.

  27. SEGMENT INFORMATION

We currently operate in only one business segment, oil and natural gas exploration. We intend to develop all oil and natural gas exploration prospects identified using our proprietary SFD airborne survey technology either directly or with joint venture partners. We do not currently sell or market our SFD data as a separate product to third parties.

Prior to the first quarter of 2002, the majority of our revenues were derived from interest earned on cash and cash equivalents.

Summarized below with respect to our three-month periods ended March 31, 2003 and 2002 is geographic information relating to:

15

-

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

-

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

-

our net loss for the period, allocated amongst the geographic areas in which the revenue and associated expenses were generated.

Three Months Ended

United States

Canada

Total

March 31, 2003:

 

 

 

Revenues from oil and natural gas production

$ -

$ (19,561)

$ (19,561)

Revenues from other sources

1,079

12,378

13,458

Net loss from continuing operations

$ (60,613)

$ (334,914)

$ (395,527)

Income (loss) from discontinued operations

$ 198,600

$ -

$ 198,600

March 31, 2002:

 

 

 

Revenues from oil and natural gas production

$ -

$ 10,718

$ 10,718

Revenues from other sources

-

478

478

Net loss from continuing operations

$ (410,863)

$ (125,600)

$ (536,463)

Income (loss) from discontinued operations

$ (256,753)

$ -

$ (256,753)

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

Assets As Of

United States

Canada

Total

March 31, 2003

$ 2,029,045 

$ 1,990,642 

$ 4,019,687 

December 31, 2002

$  1,682,768 

$  2,336,057 

$  4,018,825 

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

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

Special Note Regarding Forward Looking Statements

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

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

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

16

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

OVERVIEW

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

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

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

Our rights to use our SFD technology arises from an SFD technology license which we acquired from the owner and licensor of that technology, Momentum Resources, pursuant to which we received the exclusive world-wide right to use the SFD technology for hydrocarbon exploration purposes. We are obligated under the terms of that license to pay Momentum Resources a fee equal to 1% of any Prospect Profits (as that term is defined in the license) which we may receive.

For additional and more detailed background information relating to our company and our business, refer to our annual report on Form 10-K for our fiscal year ended December 31, 2002.

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

RESULTS OF OPERATIONS

Operating revenues

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

17

Operating loss from continuing operations

We incurred an operating loss of $408,985 for our three-month interim period ended March 31, 2003, as compared to $462,930 for the corresponding interim period in 2002, representing a $53,945 (12 %) overall decrease. The decrease in our operating loss for our three-month interim period ended March 31, 2003 over the corresponding interim period in 2002 was primarily attributable to the following changes:  

-

Administrative costs decreased $14,072 (5%) in 2003 compared to the same period in 2002 due to the reduced activities.

-

Amortization and depreciation decreased $19,278 (58%) in 2003 compared to the same period in 2002 as the end of the lease in January 2003 resulted in reduced leasehold amortization.

-

Research and development was $nil in 2003 compared to $107,967 in the same period in 2002 as efforts were focused on application rather than research.

-

Survey support increased by $8,160 (91%) in 2003 compared to 2002 as activities were increased on the Canadian properties.

 

 

The above improvements were partially offset by the following:

 

 

-

Revenue decreased $30,279 (282%) as the result of the sale of the Canadian production in mid-2002 and a royalty adjustment.

-

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

-

Depletion and impairment increased $45,821 (324%) in 2003 compared to 2002 due to increased production in 2003 as well as due to impairments of certain properties in 2003.

Other income (expense)

Other income (expense) has increased in the three month interim period ended March 31, 2003 from an expense of $73,533 in 2002 to income of $13,458 for the same period in 2003. The reasons for the change are as follows:

-

Interest expense is $nil in 2003 compared to expense of $73,343 in 2002 which was related to the loan that was secured by the airplane. The airplane was sold later in 2002 and the loan was fully repaid at that time.

-

Other income was $12,970 in 2003 compared to a loss of $190 in 2002. The income was primarily the gain on the sale of the Canadian property.

Income (loss) from discontinued operations

The income from discontinued operations in 2003 was $198,600 which consists of the gain on the sale of the properties of $175,685 and income from oil and gas operations of $22,915. The loss in 2002 of $256,753 was attributable entirely to our US oil and gas operations.

Other comprehensive income

The foreign currency exchange gain for the three-month period ended March 31, 2003 was an increase of $142,022 (94%) compared to the same period in 2002. Comprehensive gains or losses arise in consolidating our accounting records for financial reporting purposes as a result of the fluctuation in United States - Canadian currency rates during the period.

Relationships And Transactions On Terms That Would Not Be Available From Clearly Independent Third Parties

We have not entered into any transactions during our three-month interim period ended March 31, 2003 with any parties that are not clearly independent on terms that might not be available from other clearly independent third parties.

18

LIQUIDITY AND CAPITAL RESOURCES

Sources Of Cash

Our major source of cash flow from September 2001 to March 31, 2003 was a private placement of 3,803,684 common shares for total gross proceeds of $4,374,237 which closed in September 2001.

Current Cash Position And Historical Changes In Cash Position

Our cash position as of March 31, 2003 was $429,919 as compared to $585,070 as of December 31, 2002. Our cash position as of March 31, 2002 was $2,018,897 as compared to $2,994,608 as of December 31, 2001.We now maintain the bulk of our cash in Canadian dollar accounts, consistent with our strategy of focusing our efforts on our Canadian properties.

Cash used in operating activities decreased by $98,418 (36%) to $174,942 for 2003 as compared to the same period in 2002 primarily due to the net loss for the 2003 period which decreased by $140,936 in 2003 from 2002, net of cash decreases on other items, primarily working capital changes.

Investing activities used cash of $145,834 in the three month period ended March 31,2003 compared to $235,511 of cash used in the same period in 2002. The main reason for the decrease of $89,672 was the $83,163 decrease in funds invested in oil and gas properties.

Other comprehensive income, specifically gains on currency exchange, was $143,533 in the three month period ended March 31,2003 compared to the income of $1,511 for the same period in 2002.

Plan Of Operation And Prospective Capital Requirements

We have approximately $1,150,000 in cash on hand as of May 13, 2003 to fund our plans and to contribute toward our administration, operational and research and development requirements for the next twelve months. We will be required to raise additional financing through equity issues, borrowings or property dispositions.

We have taken steps to significantly cut-back our administration, exploration and research and development costs through a number of cost-saving measures until such time as we attain substantial revenues. We are also reducing geological, aerial survey and research and development functions. We have sold our U.S. properties and are actively seeking to explore and develop our Canadian properties.

We believe we can maintain a minimal level of operations for approximately twelve to 16 months. At this time, we have no other capital commitments, however, if we ramp-up operations, we will be required to raise additional capital to support increased operations.

We can give no assurance that any or all projects in our pending programs will be commercial, or if commercial will generate sufficient revenues in time to cover our operating or other costs. Should this be the case, we would be forced, unless we can raise sufficient additional working capital, to suspend our operations, and possibly even liquidate our assets and wind-up and dissolve our company.

OTHER MATTERS

Foreign Exchange

We recorded a $143,533 foreign currency translation gain for the three months ended March 31, 2003 compared to a gain of $1,511 for the same period in 2002 as a comprehensive income (loss) item on our statements of loss and comprehensive loss and shareholders' equity (deficit) in consolidating our accounting records for financial reporting purposes as a result of the fluctuation in United States-Canadian currency exchange rates during that period. We cannot give you any assurance that our future operating results will not be adversely affected by currency exchange rate fluctuations.

19

Effect Of Inflation

We do not believe that our operating results were unduly affected during the first three months of fiscal 2003 or fiscal 2002 by inflation or changing prices.

Critical Accounting Policies

We follow the full cost method of accounting for oil and natural gas properties and equipment whereby we capitalize all costs relating to our acquisition of, exploration for and development of oil and natural gas reserves. Our consolidated financial condition and results of operations are sensitive to, and may be adversely affected by, a number of subjective or complex judgments relating to methods, assumptions or estimates required under the full cost method of accounting concerning the effect of matters that are inherently uncertain. For example:

-

Capitalized costs under the full cost method of accounting are generally depleted and depreciated on a country-by-country cost center basis using the unit-of-production method, based on estimated proved oil and gas reserves as determined by independent engineers where significant. In addition, capital costs in each cost center are also restricted from exceeding the sum of the present value of the estimated discounted future net revenues of those properties, plus 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 SEC guidelines. Were the independent engineers to use differing assumptions, estimates and judgments, then our consolidated financial condition and results of operations would be affected. For example, we would have lower revenues and net profits (or higher net losses) in the event the revised assumptions, estimates and judgments resulted in lower reserve estimates, since our depletion and depreciation rate would then be higher and it might also result in a write down under the ceiling test. Similarly, we would have higher revenues and net profits (or lower net losses) in the event the revised assumptions, estimates and judgments resulted in higher reserve estimates.

-

Our management also periodically assesses the carrying values of unproved properties to ascertain whether any impairment in value has occurred. This assessment typically includes a determination of the anticipated future net cash flows based upon reserve potential and independent appraisal where warranted. Impairment is recorded if this assessment indicates the future potential net cash flows are less than the capitalized costs. Were our management to use differing assumptions, estimates and judgments, then our consolidated financial condition and results of operations would be affected. For example, we would have lower net profits (or higher net losses) in the event the revised assumptions, estimates and judgments resulted in increased impairment expense.

Recent Accounting Pronouncements

In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations". SFAS No. 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. 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 and therefore this SFAS has no impact on us at this time.

20

Management

Our success is dependent upon the continuing efforts of Mr. George Liszicasz, the inventor of the SFD technology and our Chief Executive Officer, who is responsible for the SFD technology and SFD interpretation activities. The loss of Mr. Liszicasz would likely have a material adverse effect on our business, consolidated financial condition and results of operations. While we have entered into an employment and non-competition agreement with Mr. Liszicasz, he nevertheless cannot be prevented from leaving NXT so long as he does not employ SFD technology for oil and natural gas exploration purposes. We also do not carry key person life insurance policies on Mr. Liszicasz.

In addition, our President, Chief Financial Officer, and Vice President of Exploration (U.S.) left our company in 2002 leaving these positions vacant. Our success will depend to a significant extent on our ability to engage one or more qualified oil and gas professionals to replace these executives. Although we are currently engaged in discussions with qualified candidates to fill these executive positions, we can give you no assurance that these positions will be satisfactorily filled. Our inability to fill these positions could have a material adverse effect on our business, consolidated financial condition and results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Not Applicable.

ITEM 4. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and interim Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Within 90 days prior to the date of this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and interim Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon the foregoing, our Chief Executive Officer and our interim Chief Financial Officer concluded that our disclosure controls and procedures are effective in connection with the filing of this Quarterly Report on Form 10-Q for the quarter ended March 31, 2003.  

There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any significant deficiencies or material weaknesses of internal controls that would require corrective action.

PART II

ITEM 1 - LEGAL PROCEEDINGS

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 under a consulting agreement and further alleges that NXT, without lawful justification, obstructed Mr. Stinson from trading his shares of NXT. Mr. Stinson is seeking, among other things, damages in the amount of $1,614,750 and an injunction directing NXT to instruct our transfer agent to immediately remove the legend from Mr. Stinson's shares. On December 10, 2002, we filed our Statement of Defence and are waiting on the Plaintiff to take further action on this matter. At the time of the filing of this suit, Mr. Stinson was a major shareholder of our common stock. He is a past President and director of NXT and is currently a director and shareholder of Momentum Resources.

21

We believe the claim against us is without merit and intend to vigorously defend ourselves against the claim and will seek an expeditious dismissal of 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 for 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 are seeking an expeditious dismissal of the claim.

ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS

Not Applicable.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

Not Applicable.

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

Not Applicable.

ITEM 5 - OTHER INFORMATION

Not Applicable.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

a) Exhibits

2.1 (1)

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

2.2 (1)

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

2.3 (1)

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

2.4 (1)

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

3.2 (1)

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

3.3 (1)

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

3.4 (6)

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

3.5 (1)

Amended Bylaws for Energy Exploration Technologies

3.6 (1)

Pinnacle Oil International, Inc. specimen common stock certificate

3.7 (1)

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

3.8 (1)

Energy Exploration Technologies specimen common stock certificate

3.9 (1)

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

3.10 (1)

1997 Pinnacle Oil International, Inc. Stock Plan

3.11 (3)

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

3.12 (1)

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

3.13 (4)

1999 Pinnacle Oil International, Inc. Executive Stock Option Plan

3.14 (4)

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

3.15 (7)

2000 Pinnacle Oil International, Inc. Directors' Stock Plan 

3.16 (7)

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

3.17 (1)

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

3.18 (10)

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

10.1 (1)

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

10.2 (1)

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

10.3 (1)

Transfer Agreement by Momentum Resources Corporation dated June 18, 1996

10.4 (1)

Restated Technology Agreement dated August 1, 1996

10.5 (1)

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

10.6 (8)

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

10.7 (1)

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

10.8 (1)

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

10.9 (1)

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

10.10 (8)

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

10.11 (1)

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

10.12 (1)

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

10.13 (1)

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

10.14 (1)

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

10.15 (1)

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

10.16 (1)

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

10.17 (1)

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

10.18 (1)

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

10.19 (1)

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

10.20 (1)

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

10.21 (1)

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

10.22 (1)

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

10.23 (1)

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

10.24 (1)

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

10.25 (1)

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

10.26 (1)

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

10.27 (1)

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

10.28 (1)

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

10.29 (1)

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

10.30 (1)

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

10.31 (2)

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

10.32 (5)

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

10.33 (5)

Settlement Agreement dated April 27, 1999

10.34 (5)

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

10.35 (5)

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

10.36 (9)

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

10.37 (9)

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

10.38 (9)

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

10.39 (9)

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

10.40 (9)

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

10.41 (11)

Employment Agreement dated December 1, 2002 with George Liszicasz

21 (8)

List of significant subsidiaries

99.1 (1)

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

99.2 (1)

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

99.3 (2)

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

99.4 (1)

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

99.5

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

(1)

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

(2)

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

(3)

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

(4)

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

(5)

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

(6)

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

(7)

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

(8)

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

(9)

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

(10)

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

(11)

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

22 to 24

b) Reports on Form 8-K

1)

Form 8-K filed March 21, 2003 reporting litigation commenced by Tops Aviation Ltd., Spartan Aviation Inc. and John Haskakis.

25

 SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this quarterly report on form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated at Calgary, Alberta, this 15th day of May, 2003.

 

Energy Exploration Technologies

 

 

 

By:         /s/ George Liszicasz                    

 

 

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

26

SECTION 302 CERTIFICATION

I, George Liszicasz, certify that:

1. I have reviewed this quarterly report of Energy Exploration Technologies.

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

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

4. As the registrant's sole certifying officer I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which the quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report my conclusions about the effectiveness of the disclosure controls and procedures based on my evaluation of the Evaluation Date;

5. As the registrant's sole certifying officer I have disclosed, based on my most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function);

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weakness in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls, and

6. As the registrant's sole certifying officer I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of my most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: May 15, 2003

By:

/s/ GEORGE LISZICASZ
Name: George Liszicasz
Title: Chief Executive Officer and interim Chief Financial Officer (Principal Executive and Accounting Officer)

27