As filed with the Securities and Exchange Commission on October 5, 2005
Securities And Exchange Commission
Washington, D.C. 20549
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FORM 10–K/A
AMENDMENT NO. 2
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[X] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2002 | |
[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ___________ to ___________ |
Commission file number: 0-24027
ENERGY EXPLORATION TECHNOLOGIES | ||
(Exact name of registrant as specified in its charter) | ||
Nevada | 61–1126904 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
700-840-7 Avenue SW, Calgary, Alberta, Canada, | T2P 3G2 | |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (403) 264-7020
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common stock, par value $0.001 per share.
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 registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this Chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act) Yes [ ] No [X]
The aggregate market value of the voting stock held by non-affiliates of the registrant as of March 26, 2003 was approximately $1,565,547 based upon the closing price per share of the registrant's common stock of $0.14 on that date.
The number of shares outstanding of the registrant's common stock as of March 26, 2003: 16,971,153 shares.
Documents Incorporated By Reference: None
ADVISEMENT
This Amendment No. 2 (this “Amendment”) to Form 10-K of Energy Exploration Technologies Inc. (the “Company” or “NXT”) for the year ended December 31, 2002, has been prepared solely for the purpose of correcting only certain disclosures found in the original 10-K, which are found in Items 1 and 12. We have also attached to this Form 10-K revised certifications pursuant to Rule 13a-14(a)/15d-14(a).
Item 1. Business
Description OF PROPERTIES
Williston Basin, North Dakota, United States
We hold a 22.5% working interest in this 7,680 acre prospect located in Billings County, North Dakota. The Beta Race 22-6 well was drilled in the winter of 2001 and proved to be a commercial natural gas discovery which commenced production in April 2002 and is producing about 3 million cubic feet equivalent per day.
Green River Basin, Wyoming, United States
We have interests in three exploration blocks in the Green River basin: the Poblano/Antelope Tail block, the Gold Coast prospect, and the Horsethief Canyon prospect. We also hold prospective rights to acquire working interests in a number of other prospects in the Green River basin including Alkali Creek South and Stage Coach Draw North.
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Alberta, Canada
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British Columbia, Canada
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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 the Federal Aviation Administration (for activities in the United States) and Transport Canada (for activities in Canada) governing the use of private aircraft, including rules relating to low altitude flights.
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 state governments in the United States and 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. 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 materially affect our business or projects in which we participate. There are no material government regulations that relate to our proposed business. 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.
ITEM 12. Ownership Of Our Securities by Beneficial Owners And Management
The following table sets forth certain selected information, computed as of March 26, 2003, about the amount and nature of our securities "beneficially owned" by the following persons as of that date:
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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.
Stock | |||||
Name | Amount | %(1) | |||
Directors & Officers | |||||
George Liszicasz(2) 383 Arbour Lake Way NE Calgary, Alberta T3G 4A2 | 5,211,529(3) | 30.9% | |||
Dennis R. Hunter Box 9069 Santa Rosa, CA 95405 | 406,266(4) | 2.4% | |||
Donald E. Foulkes 39 Pinnacle Ridge Dr. Calgary, Alberta T3Z 3N7 | 0 | 0% | |||
Douglas Rowe 246 Artist View Way Calgary, Alberta T3N 3N1 | 0 | 0% |
| Robert Van Caneghan 123 Redcliff Road Staten Island, NY 10305 | 0 | 0% | |||
| Scott Schrammar 9438 US 19 North, PMB 210 Port Richey, FL 34668 | 0 | 0% | |||
Current directors, director-nominees | 5,662,795(5) | 33.2% | ||||
5% Shareholders | ||||||
SFD Investment LLC c/o Stephens Group Inc. 2500-111 Center Street Little Rock, AR 72201 | 2,476,700(6) | 12.8% | ||||
Stephens Group Inc. 2500-111 Center Street Little Rock, AR 72201 | 2,476,700(7) | 12.8% | ||||
(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 stock subject to options currently exercisable, or exercisable within 60 days, to be outstanding for purposes of computing the percentage ownership of the person holding the options but do not deem such stock to be outstanding for purposes of computing the percentage ownership of any other person. The applicable percentage of ownership for each shareholder is based on 16,971,153 shares of common stock outstanding as of March 26, 2003, together with applicable options and Series A preferred shares for that shareholder. Except as otherwise indicated, we believe the beneficial owners of the common stock have sole voting and in vestment power over the number of shares listed opposite their names. | |||||
(2) | Executive officer. | |||||
(3) | Includes 5,083,751 shares of common stock directly by Mr. Liszicasz, 127,778 shares of common stock held by Irina Iascisina, Mr. Liszicasz’s spouse and options exercisable within 60 days of March 26, 2003 to acquire 45,000 shares of common stock. | |||||
(4) | Includes 361,266 shares of common stock and options exercisable within 60 days of March 26, 2003 to acquire 45,000 shares of common stock. | |||||
(5) | Includes 5,572,795 shares of common stock and options exercisable within 60 days of March 26, 2003 to acquire 90,000 shares of common stock. | |||||
(6) | Includes 107,938 common shares held by SFD Investment LLC, and 800,000 Series A preferred shares convertible at any time to acquire 2,368,762 shares of common stock at a conversion rate of 2.96 common shares for each preferred share. SFD Investment LLC owns all the outstanding Series A preferred shares. | |||||
(7) | Stephens Group Inc. is the manager of both SFD Investment LLC and in that capacity indirectly holds (or in certain circumstances shares with the members of that company) voting and investment control of the NXT shares held by the limited liability company. Includes 107,938 common shares held by SFD Investment LLC and 800,000 Series A preferred stock, held by SFD Investment LLC which are convertible at any time to acquire 2,368,762 shares of common stock at a conversion rate of 2.96 common shares for each preferred share. Mr. Todd Ferguson has investment and/or voting control over the securities of NXT beneficially held by Stephens Group LLC. |
ITEM 15. Exhibits
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Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this amended annual report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized on September 30, 2005.
Calgary, Alberta, Canada
ENERGY EXPLORATION TECHNOLOGIES | |
By: /s/George Liszicasz | |
By: /s/ Mila Manasek |