As filed with the Securities and Exchange Commission on May 23, 2005
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[√] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED MARCH 31, 2005 OR |
[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________ TO _______ |
Commission File No. 0-24027
ENERGY EXPLORATION TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
Alberta, Canada | N/A |
840 7th Avenue S.W., Suite 700, Calgary, Alberta, Canada T2P 3G2
(Address of principal executive offices) (Zip Code)
(403) 2647020
(Registrants 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 [√] NO [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. YES [ ] NO [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date:
21,315,077 common shares, no par value, as of May 5, 2005
ENERGY EXPLORATION TECHNOLOGIES INC.
INDEX TO THE FORM 10-Q
For the three month period ended March 31, 2005
PAGE | ||||
PART I | FINANCIAL INFORMATION | |||
ITEM 1. | FINANCIAL STATEMENTS (UNAUDITED) | 3 | ||
Consolidated Balance Sheets | 3 | |||
Consolidated Statements of Loss and Comprehensive Loss | 5 | |||
Consolidated Statements of Shareholders Equity (Deficit) | 6 | |||
Consolidated Statements of Cash Flow | 7 | |||
Notes to the Consolidated Financial Statements | 8 | |||
ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 19 | ||
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 31 | ||
ITEM 4. | CONTROLS AND PROCEDURES | 31 | ||
PART II | OTHER INFORMATION | |||
ITEM 1. | LEGAL PROCEEDINGS | 32 | ||
ITEM 2. | CHANGES IN SECURITIES AND USE OF PROCEEDS | 33 | ||
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES | 33 | ||
ITEM 4. | OTHER INFORMATION | 33 | ||
ITEM 5. | EXHIBITS | 34 | ||
SIGNATURES | 38 | |||
PART I
ITEM 1. FINANCIAL INFORMATION ENERGY EXPLORATION TECHNOLOGIES INC. Consolidated Balance Sheets (Unaudited) (Expressed in U.S. dollars except share data) | |||||
March 31, 2005 | December 31, 2004 | ||||
Assets | |||||
Current assets | |||||
Cash | $ 88,253 | $ 287,431 | |||
Short term investments | 115,000 | 550,000 | |||
Accounts receivable | 75,345 | 387,943 | |||
Due from officers and employees | 1,676 | 5,803 | |||
Note receivable from former officer [note 3] | 50,418 | 50,058 | |||
Prepaid expenses | 72,884 | 38,479 | |||
403,576 | 1,319,714 | ||||
Oil and natural gas properties, on the basis of full cost accounting, | |||||
net of depletion and impairments [note 4] | 1,148,984 | 1,161,591 | |||
Other property and equipment, net of accumulated depreciation, | |||||
amortization and impairment [note 5] | 164,983 | 176,651 | |||
$ 1,717,543 | $ 2,657,956 | ||||
Liabilities And Shareholders' Equity | |||||
Current liabilities | |||||
Trade payables | $ 331,987 | $ 102,562 | |||
Other accrued liabilities | 374,321 | 90,479 | |||
Subscriptions payable [note 6] | 319,347 | 438,545 | |||
1,025,655 | 631,586 | ||||
Long term liabilities: | |||||
Note payable [note 14] | 235,219 | 233,253 | |||
1,260,874 | 864,839 | ||||
Contingencies, continuing operations and commitments [notes 1 and 10] | |||||
Shareholders' equity | |||||
Preferred shares [note 7] | |||||
Authorized: unlimited | |||||
Issued : nil | - | - | |||
Common shares | |||||
Authorized: unlimited | |||||
Issued : 21,288,771 and 21,055,171 at March 31, 2005 and | |||||
December 31, 2004, respectively [note 6] | 27,882,084 | 27,565,636 | |||
Warrants [notes 6 and 8 ] | - | - | |||
Accumulated deficit | (27,662,145) | (26,038,158) | |||
Accumulated other comprehensive income | 236,730 | 265,639 | |||
456,669 | 1,793,117 | ||||
$ 1,717,543 | $ 2,657,956 | ||||
The accompanying notes to consolidated financial statements | |||||
are an integral part of these consolidated balance sheets | |||||
3
4
ENERGY EXPLORATION TECHNOLOGIES INC. | |||||||||||
Consolidated Statements Of Shareholders' Equity (Deficit) | |||||||||||
(Unaudited) (expressed in U.S. dollars except share data) | |||||||||||
Accumulated Other | |||||||||||
Comprehensive | Common Shares | Warrants | |||||||||
Income (loss) | Shares | Amount | Number | Amount | Deficit | Total | |||||
Beginning balance December 31, 2003 | $ 277,926 | 19,306,852 | $ 24,527,066 | 7,496 | $ - | (22,855,919) | 1,949,073 | ||||
Options exercised for cash at prices between | |||||||||||
$0.38 and $2.00 per share | - | 81,172 | 81,106 | - | - | - | 81,106 | ||||
Issued for cash at $2.00 per share on | |||||||||||
February 12, 2004 net of issuance costs | - | 573,269 | 1,078,066 | 573,269 | - | - | 1,078,066 | ||||
Net loss for the three months ended | |||||||||||
March 31, 2004 on continuing operations | - | - | - | - | - | (1,028,714) | (1,028,714) | ||||
Loss from discontinued operations for | |||||||||||
the three months ended March 31, 2004 | - | - | - | - | - | (11,032) | (11,032) | ||||
Net other comprehensive loss for the | |||||||||||
three months ended March 31, 2004 | (64,642) | - | - | - | - | - | (64,642) | ||||
Balance March 31,2004 | $ 213,284 | 19,961,293 | $ 25,686,238 | 580,765 | $ - | (23,895,665) | $2,003,857 | ||||
Beginning balance December 31, 2004 | $ 265,639 | $ 21,055,171 | $ 27,565,636 | $1,327,467 | $ - | (26,038,158) | $ 1,793,117 | ||||
Issued for services at $1.75 per share on | |||||||||||
January 13, 2005 | - | 100,000 | 175,000 | - | - | - | 175,000 | ||||
Issued for services at $1.75 per share on | |||||||||||
January 13, 2005 | - | 25,000 | 43,750 | - | - | - | 43,750 | ||||
Options exercised for cash at $0.38 per share | - | 75,000 | 28,500 | - | - | - | 28,500 | ||||
Issued for cash at $2.00 per share on | |||||||||||
March 17, 2005 | - | 10,000 | 20,000 | 10,000 | - | - | 20,000 | ||||
5
Issued for cash at $2.60 Cdn per share on | ||||||||
March 30, 2005 | - | 23,600 | 49,198 | 23,600 | - | - | 49,198 | |
Net loss for the three months ended | ||||||||
March 31, 2005 on continuing operations | - | - | - | - | - | (1,619,684) | (1,619,684) | |
Loss from discontinued operations for | ||||||||
the three months ended March 31, 2005 | - | - | - | - | - | (4,303) | (4,303) | |
Net other comprehensive loss for the | ||||||||
three months ended March 31, 2005 | (28,909) | - | - | - | - | - | (28,909) | |
Balance March 31, 2005 | $ 236,730 | 21,288,771 | $ 27,882,084 | 1,361,067 | $ - | $ (27,662,145) | $ 456,669 | |
| ||||||||
The accompanying notes to consolidated financial statements are | ||||||||
an integral part of these consolidated statements of shareholders' equity (deficit) | ||||||||
6
ENERGY EXPLORATION TECHNOLOGIES INC. | |||
Consolidated Statements Of Cash Flow | |||
(Unaudited) (Expressed in U.S. dollars) | |||
Three months ended | |||
March 31, | |||
2005 | 2004 | ||
Operating activities | |||
Net loss from continuing operations | $ (1,619,684) | $ (1,028,714) | |
Amortization and depreciation of other property | |||
and equipment | 24,519 | 11,959 | |
Depletion and impairment of oil and natural gas properties | 503,689 | - | |
Consulting costs settled by issuance of common stock | |||
and options | 218,750 | - | |
Gain on sale of oil and natural gas properties | - | (27,770) | |
Changes in non-cash working capital | |||
Accounts receivable | 312,598 | 20,886 | |
Interest accrued on loan to former employee | (360) | (99) | |
Due from officers and employees | 4,127 | (20,424) | |
Prepaid expenses | (34,405) | (60,738) | |
Trade payables | 229,425 | 165,134 | |
Other accrued liabilities | 266,637 | 114,713 | |
Net cash used by operating activities | (94,704) | (825,053) | |
Financing activities | |||
Note payable | 1,966 | - | |
Funds raised through the sale of common shares, | |||
net of issuance costs | - | 1,078,066 | |
Funds raised through the exercise of options | 28,500 | 81,106 | |
Subscriptions payable | (50,000) | 32,419 | |
Net cash generated by (used in) financing activities | (19,534) | 1,191,591 | |
Investing activities | |||
Funds invested in other property and equipment | (12,851) | 427 | |
Funds invested in oil and natural gas properties | (473,877) | (35,263) | |
Proceeds on sale of oil and natural gas properties | - | 29,015 | |
Funds generated from short term investments | 435,000 | - | |
Net cash used by investing activities | (51,728) | (5,821) | |
Net cash used by discontinued operations | (4,303) | (11,032) | |
Effect of net other comprehensive loss | (28,909) | (64,642) | |
Net cash inflow (outflow) | (199,178) | 285,043 | |
Cash and Cash Equivalents, beginning of period | 287,431 | 1,024,201 | |
Cash and Cash Equivalents, end of period | $ 88,253 | $ 1,309,244 | |
Non Cash Financing activities | |||
Release of subscriptions payable through the issuance of common shares | $ 69,198 | $ - | |
Cash paid for taxes | $ - | $ - | |
Cash paid for interest | $ - | $ - | |
The accompanying notes to consolidated financial statements are an integral | |||
part of these consolidated statements of cash flows | |||
7
ENERGY EXPLORATION TECHNOLOGIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
(Unaudited)
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.
In March 2003 we divested all our U.S. properties. For reporting purposes, the results of operations and the cash flow of the U.S. properties have been presented as discontinued operations. Accordingly, prior period financial statements have been reclassified to reflect this change.
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 that 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 and we utilize our proprietary stress field detection (SFD) remote-sensing airborne survey technology to quickly and inexpensively identify