UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month ofAugust, 2003
CANADIAN EMPIRE EXPLORATION CORP.
(Translation of registrant's name into English)
#1205 – 675 West Hastings Street, Vancouver, British Columbia, Canada V6B 1N2
(Address of principal executive office)
[Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F X Form 40-F ____
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Canadian Empire Exploration Corp
(Registrant)
Date:August 19, 2003
By
"Jeannine P.M. Webb"
Jeannine PM Webb, Chief Financial Officer
and Corporate Secretary
QUARTERLY AND YEAR-END REPORT | | | | |
BC FORM 51-901F | | | | | | |
| | | | | | | | |
NAME OF ISSUER | | | CANADIAN EMPIRE EXPLORATION CORP. | | |
FOR QUARTER ENDED | | June 30, 2003 | | | | |
DATE OF REPORT | | | August 19, 2003 | | | | |
ISSUER ADDRESS | | | 1205 - 675 WEST HASTINGS STREET | | |
| | | | VANCOUVER, BC V6B 1N2 | | | |
ISSUER TELEPHONE NUMBER | | (604) 687-4951 | | | | |
ISSUER FAX NUMBER | | (604) 687-4991 | | | | |
CONTACT PERSON | | | JOHN S. BROCK | | | | |
CONTACT POSITION | | PRESIDENT | | | | |
CONTACT TELEPHONE NUMBER | (604) 687-4951 | | | |
CONTACT EMAIL | | | jsbrock@badgerandco.com | | | | |
ISSUER WEB SITE ADDRESS | | | | | | |
| | | | | | | | |
CERTIFICATE | | | | | | | | |
The three schedules require to complete this Report are attached and the diclosure contained therein has been approved by the Board of Directors. A copy or this Report will be provided to any shareholder who requests it. |
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| | | | | | | | |
John S. Brock | | "John S. Brock" | | August 19, 2003 | |
NAME OF DIRECTOR | | SIGNATURE | | | DATE SIGNED | |
| | | | | | | | |
| | | | | | | | |
R. E. Gordon Davis | | "R. E. Gordon Davis" | | August 19, 2003 | |
NAME OF DIRECTOR | | SIGNATURE | | | DATE SIGNED | |
CANADIAN EMPIRE EXPLORATION CORP. INTERIM REPORT FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002 (UNAUDITED, PREPARED BY MANAGEMENT) |
|
CANADIAN EMPIRE EXPLORATION CORP. | | | |
CONSOLIDATED BALANCE SHEET | | | | | |
AS AT JUNE 30, 2003 AND DECEMBER 31, 2002 | | | |
(UNAUDITED, PREPARED BY MANAGEMENT) | | | |
| | | | | | | | | |
| | | | | | | | JUNE 30, 2003 $ | DECEMBER 31, 2002 $ |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| ASSETS | | | | | | | | |
Current Assets | | | | | |
Cash and short-term investments | | | | 507,519 | 729,735 |
Accounts receivable | | | | 22,164 | 69,570 |
| | | | | | | | 529,683 | 799,305 |
| | | | | | | | | |
Resource Assets | | | | 1,109,522 | 1,008,652 |
| | | | | | | | | |
| | | | | | | | 1,639,205 | 1,807,957 |
| | | | | | | | | |
| | | | | | | | | |
| LIABILITIES | | | | | | | | |
Current liabilities | | | | | |
Accounts payable and accrued liabilites | | | | 103,354 | 155,584 |
Dure to related party | | | | 74,209 | 30,623 |
| | | | | | | | 177,563 | 186,207 |
| | | | | | | | | |
| SHAREHOLDERS' EQUITY | | | | | |
Capital stock | | | | | |
Authorized - 250,000,000 common shares without par value | | | | |
Issued | | | | | | | | 20,076,182 | 19,835,320 |
| | | | | | | | | |
Special warrants | | | | | - | 246,000 |
| | | | | | | | | |
Contributed surplus | | | | | | 64,784 | 64,784 |
| | | | | | | | | |
Deficit | | | | | | | | (18,679,325) | (18,524,354) |
| | | | | | | | 1,461,642 | 1,621,750 |
| | | | | | | | 1,639,205 | 1,807,957 |
| | | | | | | | | |
Nature of operations and going concern (note 1) | | | | |
| | | | | | | | | |
| | | | | | | | | |
Approved by the Directors | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
"John S. Brock" | | | "R. E. Gordon Davis" | | |
John S. Brock | | | R. E. Gordon Davis | | |
CANADIAN EMPIRE EXPLORATION CORP. | | | | |
CONSOLIDATED STATEMENTS OF LOSS AND DEFICIT | | | | |
FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002 | | | |
(UNAUDITED, PREPARED BY MANAGEMENT) | | | | |
| | | | | | | | | |
| | | | | | 6 MONTHS ENDED JUNE 30, 2003 | 6 MONTHS ENDED JUNE 30, 2002 | 3 MONTHS ENDED JUNE 30, 2003 | 3 MONTHS ENDED JUNE 30, 2002 |
| | | | | | $ | $ | $ | $ |
| | | | | | | | | |
| | | | | | | | | |
Administration expenses | | | | | | |
Bank charges | | | 645 | 581 | 332 | 384 |
Consulting | | | | | | - | 6,750 | - | 500 |
Depreciation | | | | | | - | 2,236 | - | 2,236 |
Insurance | | | | | | 2,873 | 2,369 | 2,772 | - |
Legal and audit | | | 3,777 | 10,876 | - | 954 |
Office operations and facilities | | | 28,991 | 43,902 | 14,536 | 28,575 |
Salaries and wages | | | 27,197 | 38,204 | 15,057 | 22,228 |
Transfer agent and stock exchange fees | | | 27,570 | 30,020 | 22,454 | 24,351 |
Shareholder communication | | | 18,150 | 11,401 | 3,644 | 10,227 |
| | | | | | 109,203 | 146,339 | 58,794 | 89,455 |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Other Expenses (income) | | | | | | |
General exploration expenditures | | | 50,457 | 15,921 | 19,888 | 15,921 |
Write-off of exploration expenditures | | | 429 | - | 45 | (10,516) |
Write-off of mineral property expenditures | | | - | - | - | - |
Interest income | | | (5,117) | (13) | (2,325) | (1) |
| | | | | | 45,768 | 15,908 | 17,607 | 5,404 |
| | | | | | | | | |
| | | | | | | | | |
Loss (Income) for the period | | | 154,971 | 162,247 | 76,401 | 94,859 |
| | | | | | | | | |
Deficit - beginning of period | | | 18,524,354 | 17,501,745 | 18,602,924 | 17,569,133 |
| | | | | | | | | |
Deficit - end of period | | | 18,679,325 | 17,663,992 | 18,679,325 | 17,663,992 |
| | | | | | | | | |
Basic and diluted loss per common share | | 0.010 | 0.035 | 0.005 | 0.029 |
| | | | | | | | | |
Weighted average number of common shares | | 15,841,086 | 4,579,840 | 15,841,086 | 3,240,261 |
| | | | | | | | | |
| | | | | | | | | |
CANADIAN EMPIRE EXPLORATION CORP. | | | | | |
CONSOLIDATED STATEMENTS OF DEFERRED EXPLORATION AND MINERAL PROPERTY EXPENDITURES |
FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002 | | | | | |
(UNAUDITED, PREPARED BY MANAGEMENT) | | | | | |
| | | | | | | | | |
| | | | | | 6 MONTHS ENDED JUNE 30, 2003 | 6 MONTHS ENDED JUNE 30, 2002 | 3 MONTHS ENDED JUNE 30, 2003 | 3 MONTHS ENDED JUNE 30, 2002 |
| | | | | | $ | $ | $ | $ |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Exploration and mineral property expenditures | | | | | |
during the period | | | | | |
| | | | | | | | | |
Accomodation | | | | | | 1,031 | 706 | 517 | - |
Assays and geochemical analysis | | 166 | - | - | - |
Consulting | | | | | | 15,480 | 6,884 | 2,520 | 6,884 |
Depreciation | | | | | | - | - | - | (2,236) |
Drilling | | | | | | (144) | - | (2,197) | - |
Expediting | | | | | | 528 | - | 265 | - |
Field supplies | | | | | | 433 | - | 83 | - |
Maps, printing and drafting | | 571 | 1,306 | 280 | 154 |
Project management fees | | 11,957 | 2,633 | 5,845 | 1,888 |
Property acquisition and maintenance costs | | 22,185 | - | 21,935 | - |
Salaries and wages | | 95,395 | 23,823 | 50,840 | 16,568 |
Surveys | | | | | | 128 | - | (1) | - |
Transportation | | | | | | 4,027 | 194 | 3,819 | - |
| | | | | | | | | |
Expenditures during the period | | 151,756 | 35,546 | 83,907 | 23,258 |
| | | | | | | | | |
Balance - beginning of period | 1,008,652 | - | 1,045,547 | 1,772 |
| | | | | | | | | |
Less: | | | | | | | | | |
| General exploration expenditures | 50,457 | 15,921 | 19,888 | 15,921 |
| Write-off of exploration expenditures | 429 | - | 44 | (10,516) |
| Write-off of mineral property expenditures | - | - | - | - |
| | | | | | 50,885 | 15,921 | 19,932 | 5,405 |
| | | | | | | | | |
Balance - end of period | 1,109,522 | 19,625 | 1,109,522 | 19,625 |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
CANADIAN EMPIRE EXPLORATION CORP. | | | | |
CONSOLIDATED STATEMENTS OF CASH FLOWS | | | | |
FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002 | | | | |
(UNAUDITED, PREPARED BY MANAGEMENT) | |
| | | | | | | | | |
| | | | | | 6 MONTHS ENDED JUNE 30, 2003 | 6 MONTHS ENDED JUNE 30, 2002 | 3 MONTHS ENDED JUNE 30, 2003 | 3 MONTHS ENDED JUNE 30, 2002 |
| | | | | | $ | $ | $ | $ |
| | | | | | | | | |
Cash flows from operating activities | | | | |
Loss for the period | (154,971) | (162,247) | (107,354) | (94,859) |
Depreciation | | | | | | - | 2,236 | - | 2,236 |
Write-off of exploration expenditures | 429 | 15,921 | 429 | 5,405 |
Write-off of mineral property expenditures | - | - | - | - |
| | | | | | (154,542) | (144,090) | (106,925) | (87,218) |
| | | | | | | | | |
| | | | | | | | | |
Changes in non-cash working capital items | 38,762 | (78,561) | 44,913 | (104,319) |
| | | | | | | | | |
| | | | | | (115,780) | (222,651) | (62,013) | (191,537) |
| | | | | | | | | |
| | | | | | | | | |
Cash flows from financing activities | | | | |
Issue of common shares - for cash | - | 1,845,000 | - | 1,845,000 |
Issue of comon shares - for warrants | - | 117,000 | - | 117,000 |
Share issue costs | (5,137) | (206,165) | - | (206,165) |
| | | | | | (5,137) | 1,755,835 | - | 1,755,835 |
| | | | | | | | | |
Cash flows from investing activities | | | | |
Property acquisition and maintenance costs | (22,185) | - | (21,935) | - |
Deferred exploration expenditures (net of depreciation) | (79,114) | (35,546) | (41,836) | (25,493) |
| | | | | | (101,299) | (35,546) | (63,771) | (25,493) |
| | | | | | | | | |
| | | | | | | | | |
Increase (decrease) in cash and short-term investments | (222,216) | 1,497,638 | (125,783) | 1,538,805 |
| | | | | | | | | |
Cash and short-term investments - beginning of period | 729,735 | 54,237 | 633,302 | 13,070 |
| | | | | | | | | |
Cash and short-term investments - end of period | 507,519 | 1,551,875 | 507,519 | 1,551,875 |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
CANADIAN EMPIRE EXPLORATION CORP. | | | | |
NOTES TO THE INTERIM FINANCIAL STATEMENTS | | | | |
FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002 | | | | |
(UNAUDITED, PREPARED BY MANAGEMENT) | | | | |
| | | | | | | | | |
1- Nature of operations and going concern The company is in the business of acquiring and exploring mineral properties and has not yet determined whether its properties contain ore reserves that are economically recoverable. The recoverability of the amounts shown for resource assets is dependent upon the existence of economically recoverable reserves, the ability of the company to obtain the necessary financing to complete the exploration and development of its properties, and upon future profitable production or proceeds from the disposition of the properties. The company's ability to continue as a going concern is dependent on management's ability to secure additional financing. Management is actively pursuing such additional sources of financing, and while it has been successful in doing so in the past, there can be no assurance it will be able to do so in the future. Because of this, there is sbstantial doubt about the ability of the company to continue as a going concern. These financial statements do not include any adjustments that might be required should the company be unable to continue as a going concern. Such adjustments could be material. 2- Basis of presentation These interim financial statements follow the same accounting policies and methods of their application as the most recent annual audited financial statements of the company and should be read in conjunction therewith. 3- Stock options has elected to follow the intrinsic value method of accounting for share options granted to employees and directors. Under this method, no compensatoin expense will be recorded if the exercise price of the share options were granted at market. Had the company followed the fair value method of accounting, the company would have recorded a compensation expense of $225,000 on an after-tax basis pursuant to the share options issued in the current quarter. Pro forma earnings information determined under the fair value method of accounting for stock options is as follows: |
| | | | | | | | | |
Net loss | | | | | | | |
| As reported | | | | 76,401 | | |
| Compensation expense, net of taxes | | | 225,000 | | |
| Pro forma | | | 301,401 | | |
| | | | | | | | | |
Basic and diluted loss per common share | | | | | |
| As reported | | | 0.005 | | |
| Pro forma | | | | 0.019 | | |
CANADIAN EMPIRE EXPLORATION CORP. | | | | | | |
SCHEDULE B | | | | | | | | | | | | |
FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002 | | | | | | |
(UNAUDITED, PREPARED BY MANAGEMENT) | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
1) | | Analysis of Expenses and Deferred Costs | | | | | | | |
| | | | | | | | | | | | |
| | Administrative Expenses | | | | | | | | |
| | With respect to the Administrative Expenses of the Company, see the attached Financial Statements. | |
| | | | | | | | | | | | |
| | Summary of Resource Assets | | | | | | | | |
| | For the year-to-date period ended June 30, 2003: | | | | | | |
| | | | Property costs | Exploration costs | Total | | | | | | |
| | Hemlo West | | - | 279,389 | 279,389 | | | | | | |
| | Amos | | 7,959 | 328,206 | 336,165 | | | | | | |
| | Meridian | | - | - | - | | | | | | |
| | Yukon Olympic | | 82,065 | 224,443 | 306,508 | | | | | | |
| | Big Bulk | | - | 156,081 | 156,081 | | | | | | |
| | VMS | | 23,420 | 7,959 | 31,379 | | | | | | |
| | | | 113,444 | 996,078 | 1,109,522 | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | Deferred Exploration and Mineral Property Expenditures by Property | | | | | | |
| | For the year-to-date period ended June 30, 2003: | | | | | | | |
| | | | | | | | | | | | |
| | | | Hemlo West | Amos | Meridian | Yukon Olympic | Big Bulk | VMS | General | | Total |
| Balance - begining of period | 276,195 | 333,025 | - | 242,340 | 131,617 | 25,476 | - | | 1,008,652 |
| | | | 276,195 | 333,025 | - | 242,340 | 131,617 | 25,476 | - | | 1,008,652 |
| | | | | | | | | | | | |
| Accomodation | - | - | - | 291 | 239 | - | 500 | | 1,031 |
| Assays and geochemical analysis | - | - | - | 166 | - | - | - | | 166 |
| Consulting | | - | - | - | 1,620 | 2,700 | 1,080 | 10,080 | | 15,480 |
| Depreciation | | - | - | - | - | - | - | - | | - |
| Drilling | | (144) | - | - | - | - | - | - | | (144) |
| Expediting | | 80 | 23 | 91 | 333 | - | - | 1 | | 528 |
| Field supplies | | - | - | - | 433 | - | - | - | | 433 |
| Fuel | | - | - | - | - | - | - | - | | - |
| Maps, printing and drafting | 21 | - | - | 405 | 100 | - | 45 | | 571 |
| Project management fees | 485 | 277 | 38 | 3,958 | 2,177 | 495 | 4,526 | | 11,957 |
| Property acquisition and maintenance costs | - | - | - | 21,765 | - | 420 | - | | 22,185 |
| Salaries and wages | 2,093 | 2,840 | 299 | 33,019 | 18,917 | 3,908 | 34,319 | | 95,395 |
| Surveys | - | - | - | 128 | - | - | - | | 128 |
| Transportation | 660 | - | - | 2,051 | 330 | - | 986 | | 4,027 |
| Trenching | - | - | - | - | - | - | - | | - |
| | | | 3,195 | 3,140 | 429 | 64,168 | 24,465 | 5,903 | 50,457 | | 151,756 |
| | | | | | | | | | | | |
| | Write-offs | | | | (429) | | | | (50,457) | | (50,885) |
| | | | | | | | | | | | |
| | Balance | | 279,389 | 336,165 | - | 306,508 | 156,081 | 31,379 | - | | 1,109,522 |
| | | | | | | | | | | | |
2) | | Related Party Transactions | | | | | |
| | For the year-to-date period ended June 30, 2003: | | | | |
| | $47,052 for cost of operations and administration to companies controlled by directors | |
| | $69,942 for fees for professional services to companies controlled by directors | |
| | $51,477 for exploration services and project management fees to companies controlled by directors |
| | | | | | | | | |
3) | | Securities Issued and Options Granted | | | | | |
| a) | Securities Issued | | | | | |
| | For the year-to-date period ended June 30, 2003: | | | | |
| | | | | | | |
| | In connection with the Teck Cominco Agreement, the Company issued 820,000 special warrants for no further consideration. |
| | Each special warrant allows for the purchase of 820,000 units until October 16, 2003, for no further consideration, into one share and one underlying warrant exercisable into one share at $0.30 per share for a period of one year from the exercise of the special warrant. | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
CANADIAN EMPIRE EXPLORATION CORP. | | | | | | | | |
SCHEDULE B | | | | | | | | | |
FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002 | | | | | | | | |
(UNAUDITED, PREPARED BY MANAGEMENT) | | | | | | | | |
| | | | | | | | | | | | |
| b) | Options Granted | | | | | | | | |
| | For the year-to-date period ended June 30, 2003: | | | | | | | |
| | | | Date of Option | Expiry Date | $/Share | # of Shares | | | | | |
| | John S Brock | | Jan 3/03 | Jan 3/08 | 0.15 | 560,000 | | | | | |
| | Wayne J. Roberts | Jan 3/03 | Jan 3/08 | 0.15 | 430,000 | | | | | |
| | Jeannine P. M. Webb | Jan 3/03 | Jan 3/08 | 0.15 | 200,000 | | | | | |
| | R. E. Gordon Davis | Jan 3/03 | Jan 3/08 | 0.15 | 75,000 | | | | | |
| | Lawrence page | Jan 3/03 | Jan 3/08 | 0.15 | 75,000 | | | | | |
| | C. Douglas Proctor | Jan 3/03 | Jan 3/08 | 0.15 | 75,000 | | | | | |
| | Brian Thurston | | Jan 3/03 | Jan 3/08 | 0.15 | 50,000 | | | | | |
| | George Norman | Jan 3/03 | Jan 3/08 | 0.15 | 50,000 | | | | | |
| | Susie Rivera | | Jan 3/03 | Jan 3/08 | 0.15 | 25,000 | | | | | |
| | Terri Goglin | | Jan 3/03 | Jan 3/08 | 0.15 | 40,000 | | | | | |
| | | | | | | 1,580,000 | | | | | |
| | | | | | | | | | | | |
4) | | Share Capital | | | | | | | | | |
| a) | Authorized and Issued | | | | | | | | | |
| | Common shares without par value - authorized 250,000,000 | | | | | |
| | Common shares without par value - issued and outstanding 15,841,086 | | | | | |
| | | | | | | | | | | | |
| b) | Outstanding Stock Options | | | | | | | | |
| | | | Date of Option | Expiry Date | $/Share | # of Shares | | | | | |
| | | | | | | | | | | | |
| | John S Brock | | Jan 3/03 | Jan 3/08 | 0.15 | 560,000 | | | | | |
| | Wayne J. Roberts | Jan 3/03 | Jan 3/08 | 0.15 | 430,000 | | | | | |
| | Jeannine P. M. Webb | Jan 3/03 | Jan 3/08 | 0.15 | 200,000 | | | | | |
| | R. E. Gordon Davis | Jan 3/03 | Jan 3/08 | 0.15 | 75,000 | | | | | |
| | Lawrence Page | Jan 3/03 | Jan 3/08 | 0.15 | 75,000 | | | | | |
| | C. Douglas Proctor | Jan 3/03 | Jan 3/08 | 0.15 | 75,000 | | | | | |
| | Brian Thurston | | Jan 3/03 | Jan 3/08 | 0.15 | 50,000 | | | | | |
| | George Norman | Jan 3/03 | Jan 3/08 | 0.15 | 50,000 | | | | | |
| | Susie Rivera | | Jan 3/03 | Jan 3/08 | 0.15 | 25,000 | | | | | |
| | Terri Goglin | | Jan 3/03 | Jan 3/08 | 0.15 | 40,000 | | | | | |
| | | | | | | 1,580,000 | | | | | |
| | | | | | | | | | | | |
| c) | Outstanding Warrants | | | | | | | | | |
| | | | Expiry Date | # Warrants | # Shares | $/Share | | | | | |
| | Guadalupe property agreement | Dec 20/03 | 7,570 | 7,570 | $0.09 | | | | | |
| | Private placement - May/02 | May 22/04 | 1,500,000 | 1,500,000 | $0.15 | | | | | |
| | Short Form Ofering Document - June/02 | June 18/04 | 4,050,000 | 2,025,000 | $0.15 | (1) | | | | |
| | Short Form Ofering Document - June/02 - agents warrants | June 18/04 | 1,080,000 | 1,080,000 | $0.35 | (2) | | | | |
| | Private placement - May/02 | Dec 20/03 | 258,333 | 258,333 | $0.12 | | | | | |
| | Private placement - May/02 | Dec 30/03 | 20,000 | 20,000 | $0.12 | | | | | |
| | Yukon Olympic farm-out | Sept 20/04 | 200,000 | 200,000 | $0.20 | | | | | |
| | VMS farm-out | | Oct 22/04 | 100,000 | 100,000 | $0.20 | | | | | |
| | | | | 7,215,903 | 5,190,903 | | | | | | |
| | | | | | | | | | | | |
| | (1) Warrants were extended until June 18, 2004 and repriced to $0.15 per share | | | | | |
| | (2) Warrants were extended until June 18, 2004 | | | | | | | |
| | | | | | | | | | | | |
| d) | Convertible Securities | | | | | | | | |
| | Nil | | | | | | | | | | |
| | | | | | | | | | | | |
| e) | Escrowed and Pooled Shares | | | | | | | | |
| | Nil | | | | | | | | | | |
| | | | | | | | | | | | |
5) | | Directors and Officers of the Company | | | | | | | |
| | John S. Brock, Director, Chief Executive Officer and President | West Vancouver, BC | | | | | |
| | Lawrence Page, QC, Director | | West Vancouver, BC | | | | | |
| | R. E. Gordon Davis, Director | Vancouver, BC | | | | | |
| | Douglas Proctor, Director | Vancouver, BC | | | | | |
| | Wayne J. Roberts, Director and V-Pres. Exploration | Coquitlam, BC | | | | | |
| | Jeannine P.M. Webb, CFO and Secretary | Burnaby, BC | | | | | |
CERTIFICATION
I, John S. Brock, certify that:
1.
I have reviewed the Quarterly Report of Canadian Empire Exploration Corp. for the period ending June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report");
2.
Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary 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 Report;
3.
Based on my knowledge, the financial statements, and other financial information included in this 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 Report;
4.
The registrant's other certifying officers and I are 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 us by others within those entities, particularly during the period in which this 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 Report (the "Evaluation Date"); and
(c)
presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.
The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or other 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 weaknesses 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.
The registrant's other certifying officer and I have indicated in this Report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
"John S. Brock"
John S. Brock,
Chief Executive Officer
August 19, 2003
CERTIFICATION
I, Jeannine P. M. Webb, certify that:
1.
I have reviewed the Quarterly Report of Canadian Empire Exploration Corp. for the period ending June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report");
2.
Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary 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 Report;
3.
Based on my knowledge, the financial statements, and other financial information included in this 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 Report;
4.
The registrant's other certifying officers and I are 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 us by others within those entities, particularly during the period in which this 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 Report (the "Evaluation Date"); and
(c)
presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.
The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or other 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 weaknesses 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.
The registrant's other certifying officer and I have indicated in this Report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
"Jeannine P. M. Webb"
Jeannine P. M. Webb,
Chief Financial Officer
August 19, 2003
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. 1350,
AS ADOPTED PURSUANT TO
906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Canadian Empire Exploration Corp. ("Company") on Form 6K for the period ending June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), John S. Brock , as Chief Executive Officer and Jeannine P. M. Webb as Chief Financial Officer of the Company, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, hereby certify, to the best of their respective knowledge, that:
(1) The Report fully complies with the requirements of 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
"John S. Brock"
John S. Brock,
Chief Executive Officer
August 19, 2003
"Jeannine P. M. Webb"
Jeannine P. M. Webb,
Chief Financial Officer
August 19, 2003
This certification accompanies this Report pursuant to 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.