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NXT Energy Solutions Inc. – ‘10-K’ for 12/31/03 – EX-14

On:  Wednesday, 4/14/04, at 2:35pm ET   ·   For:  12/31/03   ·   Accession #:  1137171-4-442   ·   File #:  0-24027

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/14/04  NXT Energy Solutions Inc.         10-K       12/31/03    4:806K                                   Filing Svcs Canada/FA

Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML    519K 
 2: EX-14       Material Foreign Patent                             HTML     21K 
 3: EX-31       Certification per Sarbanes-Oxley Act (Section 302)  HTML     11K 
 4: EX-32       Certification per Sarbanes-Oxley Act (Section 906)  HTML      7K 


EX-14   —   Material Foreign Patent


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EXHIBIT 14



ENERGY EXPLORATION TECHNOLOGIES INC.

Code of Business Conduct and Ethics




Approved and adopted by the Board of Directors:

April 14, 2004



The Board of Directors (“Board”) of Energy Exploration Technologies Inc. (“Company”) has adopted the following Code of Business Conduct and Ethics (“Code”) to be adhere to by each of the Company’s members of its Board of Directors, its principal executive office, principal financial officer, principal accounting officer or controller, its other officers, employees and consultants.  This Code is intended to focus on areas of ethical risk, provide assistance in the recognition of ethical issues and provide mechanisms to report unethical conduct and help foster a culture of honesty and accountability.  


As a condition of working with/for the Company, all directors, officers, employees and consultants are required to comply with the Code of Business Conduct and Ethics.  To certify that you have read and understand the Code of Business Conduct and Ethics, sign in the space allotted at the end of this Code. You will be held accountable for your adherence to this Code.


No code or policy can anticipate every situation that may arise.  Accordingly, this Code is intended to serve as a source of guiding principles.  You are encouraged to bring questions about particular circumstances that may implicate one or more of the provisions of this Code to the attention of the President and the Audit Committee who may consult with outside legal counsel as appropriate.


Obligation to Report


To protect the Company’s reputation and yours, you are required to report illegal or unethical conduct.  This report should be made to the President and the Audit Committee. Violations will be investigated by the Board or its designees and appropriate action will be taken in the event of any violations of this Code.


Retaliation & False Reports


Any retaliation or other manner of discrimination against someone who reasonably believes a violation or suspected violation of the Code has occurred, or is about to occur, is strictly forbidden and should be reported immediately.  Making malicious or intentionally false reports of a violation of the Code is also a violation of the Code.


Accuracy of Records


The Company relies on accurate information and reliable records to make responsible business decisions.  The Company requires honest and accurate recording, reporting and retention of information.  This includes business records as well as financial records.


All books, records and accounts must accurately reflect transactions and events, and conform both to U.S. Generally Accepted Accounting Principles and to the Company’s system of internal controls.



1




Conflict of Interest


A “conflict of interest” occurs when your private interest interferes in any way, or appears to interfere, with the interests of the Company.  Conflicts of interest also arise when you or a member of your family, receives improper personal benefits as a result of your connection to the Company.


You will avoid conflicts of interest with the Company.  Any situation that involves, or may reasonably be expected to involve, a conflict of interest with the Company is to be disclosed immediately to the President and the Audit Committee.

This Code does not attempt to describe all possible conflicts of interest that could develop.  Some of the more common conflicts from which you should refrain, however, are set out below:


Corporate Opportunities


You owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.  You are prohibited from:


Confidentiality


You will maintain the confidentiality of information entrusted to you by the Company, its shareholders, its partners or its clients, and any other confidential information about the Company that comes to you, from whatever source, in your capacity, except when disclosure is authorized or required by laws or regulations.


Protection and Proper Use of Company Assets


You will protect the Company’s assets and ensure their efficient use.  You will not use the Company’s assets for personal benefit without prior authorization from the President or as part of a compensation or expense reimbursement program.



2




Fair Dealing


You will deal fairly with the Company’s directors, officers, employees, consultants, customers, suppliers and competitors.  You will not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practices.


Compliance with Laws, Rules and Regulations


You will comply with all laws, rules and regulations applicable to the Company, including insider-trading laws.


Waivers of the Code of Business Conduct and Ethics


Any waiver of this Code may be made only by the Board and will be disclosed in accordance with applicable federal laws and rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).


Encouraging the Reporting of any Illegal or Unethical Behavior


You should promote ethical behavior and take steps to ensure that the Company:

 

a)

encourages everyone to talk to superiors and other appropriate management when in doubt about the best course of action in a particular situation;

b)

encourages everyone to report violations of laws, rules, regulations or this Code to the President and the Audit Committee and

c)

will not permit retaliation against anyone for reports made in good faith.


Public Company Reporting


As a public company, the Company’s filings with the SEC must be full, fair, accurate and timely.  You may be called upon to provide necessary information to assure that the Company’s public reports are complete, fair, timely and understandable.  The Company expects you to provide prompt and accurate answers to inquiries related to these public disclosure requirements.


Failure to Comply


Failure to comply with the laws or regulations governing the Company’s business, this Code or any other Company policy or requirement may result in disciplinary action, and, if warranted, legal proceedings.





I have read and understand the above Code of Business Conduct and Ethics.



Name (please print)



 

Date

 
 

Signature

   




3


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:4/14/04
For Period End:12/31/0310-K/A,  5,  NT 10-K
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Filing Submission 0001137171-04-000442   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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