##### 









UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549




---

FORM 10-Q

|  |  |                                                                                              
|- |  | ---------------------------------------------------------------------------------------------
|x |  | Quarterly Report Pursuant to Section 13
    or 15(d) of the Securities Exchange Act of 1934. 
| 
|  |  | For the quarterly period ended
    September 30, 2002                                        
| 
|  |  | or                                                                                           
| 
|o |  | 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 000-30586



---

IVANHOE ENERGY INC.

(Exact name of registrant as specified in its
charter)


|                                                                                                                            |  |                                         
|--------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------
|Yukon, Canada                                                                                                               |  | 98- 0372413                             
|(State or other jurisdiction of
    incorporation or organization)                                                          |  | (I.R.S. Employer
    Identification No.)
|                                                                                                                           
|Suite 654  999 Canada Place
    Vancouver, British Columbia, Canada
    V6C 3E1(Address of principal executive
    office)
|                                                                                                                           
|(604) 688-8323(registrants telephone
    number, including area code)                                                     

Former Name, Former Address and Former Fiscal
Year, if Changed Since Last Report:

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 o

The number of shares of the registrants
capital stock outstanding as of September 30, 2002 was
144,630,818 Common Shares, no par value.



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Page 1 of 22



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TABLE OF CONTENTS

|        |  |                                                                                                                                                      |  |     
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|        |  |                                                                                                                                                      |  | Page
|        |  |                                                                                                                                                      |  |     
|PART I  |  | Financial Information                                                                                                                                |  |     
|Item 1. |  | Financial Statements                                                                                                                                 |  |     
|        |  | Consolidated Condensed Balance Sheets at
    September 30, 2002 (unaudited) and December 31, 2001                                                    |  | 3   
|        |  | Unaudited Consolidated Condensed Statements of
    Loss and Deficit for the Three Month and Nine Month Periods
    Ended September 30, 2002 and 2001 |  | 4   
|        |  | Unaudited Consolidated Condensed Statements of
    Cash Flow for the Three Month and Nine Month Periods Ended
    September 30, 2002 and 2001        |  | 5   
|        |  | Notes to the Unaudited Consolidated Condensed
    Financial Statements                                                                               |  | 6   
|Item 2. |  | Managements Discussion and Analysis of
    Financial Condition and Results of Operations                                                            |  | 11  
|Item 3. |  | Quantitative and Qualitative Disclosures About
    Market Risks                                                                                      |  | 16  
|Item 4. |  | Controls and Procedures                                                                                                                              |  | 16  
|PART II |  | Other Information                                                                                                                                    |  |     
|Item 1. |  | Legal Proceedings                                                                                                                                    |  | 17  
|Item 2. |  | Changes in Securities and Use of Proceeds                                                                                                            |  | 17  
|Item 3. |  | Defaults Upon Senior Securities                                                                                                                      |  | 17  
|Item 4. |  | Submission of Matters To a Vote of Securityholders                                                                                                   |  | 17  
|Item 5. |  | Other Information                                                                                                                                    |  | 17  
|Item 6. |  | Exhibits and Reports on Form 8-K                                                                                                                     |  | 17  

Page 2 of 22



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##### 



Part I  Financial
Information

Item 1     Financial
Statements

IVANHOE ENERGY INC.

Consolidated Condensed Balance
Sheets


(stated in thousands of U.S. Dollars)


|                                                                                   |  |                    |         |                   |  |   |         |  
|---------------------------------------------------------------------------------- |  | ------------------ | ------- | ----------------- |  | - | ------- | -
|                                                                                   |  | September 30, 2002 |         | December 31, 2001
|                                                                                   |  |                    |         |                  
|                                                                                   |  | (unaudited)        |         | (audited)        
|Assets                                                                             |  |                    |         |                   |  |   |         |  
|Current Assets                                                                     |  |                    |         |                   |  |   |         |  
|Cash                                                                               |  | $                  | 2,981   |                   |  | $ | 9,697   |  
|Accounts receivable                                                                |  |                    | 2,898   |                   |  |   | 1,938   |  
|Other                                                                              |  |                    | 731     |                   |  |   | 375     |  
|                                                                                   |  |                    |         |                   |  |   |         |  
|                                                                                   |  |                    | 6,610   |                   |  |   | 12,010  |  
|                                                                                  
|Long Term Assets                                                                   |  |                    | 457     |                   |  |   | 397     |  
|Oil and gas properties, equipment and
    GTL investments                          |  |                    | 99,597  |                   |  |   | 91,596  |  
|                                                                                   |  |                    |         |                   |  |   |         |  
|                                                                                   |  | $                  | 106,664 |                   |  | $ | 104,003 |  
|                                                                                   |  |                    |         |                   |  |   |         |  
|Liabilities and Stockholders
    Equity                                           |  |                    |         |                   |  |   |         |  
|Current Liabilities                                                                |  |                    |         |                   |  |   |         |  
|Accounts payable and accrued liabilities                                           |  | $                  | 3,770   |                   |  | $ | 5,974   |  
|Convertible debenture                                                              |  |                    | 1,000   |                   |  |   | 1,000   |  
|                                                                                   |  |                    |         |                   |  |   |         |  
|                                                                                   |  |                    | 4,770   |                   |  |   | 6,974   |  
|                                                                                   |  |                    |         |                   |  |   |         |  
|Provision for site restoration                                                     |  |                    | 219     |                   |  |   | 132     |  
|                                                                                   |  |                    |         |                   |  |   |         |  
|Shareholders Equity                                                               |  |                    |         |                   |  |   |         |  
|Share capital, issued 144,631,000 common shares;
    December 31, 2001 139,267,000 |  |                    | 130,862 |                   |  |   | 120,392 |  
|Deficit                                                                            |  |                    | (29,187 | )                 |  |   | (23,495 | )
|                                                                                   |  |                    |         |                   |  |   |         |  
|                                                                                   |  |                    | 101,675 |                   |  |   | 96,897  |  
|                                                                                   |  |                    |         |                   |  |   |         |  
|                                                                                   |  | $                  | 106,664 |                   |  | $ | 104,003 |  
|                                                                                   |  |                    |         |                   |  |   |         |  

(see accompanying notes)

Page 3 of 22



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##### 



IVANHOE ENERGY INC.

Unaudited Consolidated Condensed Statements of
Loss and Deficit


(stated in thousands of U.S. Dollars except
per share data)


|                                                     |  |                    |         |                   |  |      |         |      |  |   |         |  |  |   |         | 
|---------------------------------------------------- |  | ------------------ | ------- | ----------------- |  | ---- | ------- | ---- |  | - | ------- |  |  | - | ------- | 
|                                                     |  |                    |         |                  
|                                                     |  | Three Months Ended |         | Nine Months Ended
|                                                     |  | September 30,      |         | September 30,    
|                                                     |  |                    |         |                  
|                                                     |  | 2002               |         | 2001              |  | 2002 |         | 2001
|                                                     |  |                    |         |                   |  |      |         |     
|Revenue                                              |  |                    |         |                   |  |      |         |      |  |   |         |  |  |   |         | 
|Oil and gas revenue                                  |  | $                  | 2,328   |                   |  | $    | 2,708   |      |  | $ | 5,972   |  |  | $ | 7,141   | 
|Interest income                                      |  |                    | 22      |                   |  |      | 26      |      |  |   | 94      |  |  |   | 512     | 
|                                                     |  |                    |         |                   |  |      |         |      |  |   |         |  |  |   |         | 
|                                                     |  |                    | 2,350   |                   |  |      | 2,734   |      |  |   | 6,066   |  |  |   | 7,653   | 
|                                                     |  |                    |         |                   |  |      |         |      |  |   |         |  |  |   |         | 
|Expenses                                             |  |                    |         |                   |  |      |         |      |  |   |         |  |  |   |         | 
|Operating costs                                      |  |                    | 1,070   |                   |  |      | 1,198   |      |  |   | 2,938   |  |  |   | 3,213   | 
|General and administrative                           |  |                    | 1,095   |                   |  |      | 1,436   |      |  |   | 4,083   |  |  |   | 6,277   | 
|Depletion and depreciation                           |  |                    | 813     |                   |  |      | 770     |      |  |   | 2,301   |  |  |   | 1,689   | 
|Write offs and provision for impairment              |  |                    | 2,436   |                   |  |      | 9,000   |      |  |   | 2,436   |  |  |   | 14,000  | 
|                                                     |  |                    |         |                   |  |      |         |      |  |   |         |  |  |   |         | 
|                                                     |  |                    | 5,414   |                   |  |      | 12,404  |      |  |   | 11,758  |  |  |   | 25,179  | 
|                                                     |  |                    |         |                   |  |      |         |      |  |   |         |  |  |   |         | 
|Net loss                                             |  |                    | 3,064   |                   |  |      | 9,670   |      |  |   | 5,692   |  |  |   | 17,526  | 
|Deficit, beginning of period                         |  |                    | 26,123  |                   |  |      | 10,229  |      |  |   | 23,495  |  |  |   | 2,373   | 
|                                                     |  |                    |         |                   |  |      |         |      |  |   |         |  |  |   |         | 
|Deficit, end of period                               |  | $                  | 29,187  |                   |  | $    | 19,899  |      |  | $ | 29,187  |  |  | $ | 19,899  | 
|                                                     |  |                    |         |                   |  |      |         |      |  |   |         |  |  |   |         | 
|Net Loss per share                                   |  | $                  | 0.02    |                   |  | $    | 0.08    |      |  | $ | 0.04    |  |  | $ | 0.14    | 
|                                                     |  |                    |         |                   |  |      |         |      |  |   |         |  |  |   |         | 
|Weighted Average Number of Shares
    (in thousands) |  |                    | 144,631 |                   |  |      | 127,981 |      |  |   | 141,546 |  |  |   | 127,436 | 
|                                                     |  |                    |         |                   |  |      |         |      |  |   |         |  |  |   |         | 

(see accompanying notes)

Page 4 of 22



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##### 



IVANHOE ENERGY INC.

Unaudited Consolidated Condensed Statements of
Cash Flow


(stated in thousands of U.S. Dollars)


|                                                              |  |                    |        |                   |  |      |        |      |  |   |         |   |  |   |         |  
|------------------------------------------------------------- |  | ------------------ | ------ | ----------------- |  | ---- | ------ | ---- |  | - | ------- | - |  | - | ------- | -
|                                                              |  |                    |        |                  
|                                                              |  | Three Months Ended |        | Nine Months Ended
|                                                              |  | September 30,      |        | September 30,    
|                                                              |  |                    |        |                  
|                                                              |  | 2002               |        | 2001              |  | 2002 |        | 2001
|                                                              |  |                    |        |                   |  |      |        |     
|Operating Activities                                          |  |                    |        |                   |  |      |        |      |  |   |         |   |  |   |         |  
|Net loss                                                      |  | $                  | (3,064 | )                 |  | $    | (9,670 | )    |  | $ | (5,692  | ) |  | $ | (17,526 | )
|Items not requiring use of cash                               |  |                    |        |                   |  |      |        |      |  |   |         |   |  |   |         |  
|Depletion and depreciation                                    |  |                    | 813    |                   |  |      | 770    |      |  |   | 2,301   |   |  |   | 1,689   |  
|Write offs and provision for impairment                       |  |                    | 2,436  |                   |  |      | 9,000  |      |  |   | 2,436   |   |  |   | 14,000  |  
|                                                              |  |                    |        |                   |  |      |        |      |  |   |         |   |  |   |         |  
|                                                              |  |                    | 185    |                   |  |      | 100    |      |  |   | (955    | ) |  |   | (1,837  | )
|Changes in non-cash working capital items                     |  |                    | (757   | )                 |  |      | 2,441  |      |  |   | (3,133  | ) |  |   | 5,633   |  
|                                                              |  |                    |        |                   |  |      |        |      |  |   |         |   |  |   |         |  
|                                                              |  |                    | (572   | )                 |  |      | 2,541  |      |  |   | (4,088  | ) |  |   | 3,796   |  
|                                                              |  |                    |        |                   |  |      |        |      |  |   |         |   |  |   |         |  
|Investing Activities                                          |  |                    |        |                   |  |      |        |      |  |   |         |   |  |   |         |  
|Capital spending                                              |  |                    | (4,639 | )                 |  |      | (7,766 | )    |  |   | (16,471 | ) |  |   | (33,502 | )
|Proceeds from sale of assets                                  |  |                    | 2,560  |                   |  |      |       |      |  |   | 3,760   |   |  |   |        |  
|                                                              |  |                    |        |                   |  |      |        |      |  |   |         |   |  |   |         |  
|                                                              |  |                    | (2,079 | )                 |  |      | (7,766 | )    |  |   | (12,711 | ) |  |   | (33,502 | )
|                                                              |  |                    |        |                   |  |      |        |      |  |   |         |   |  |   |         |  
|Financing Activities                                          |  |                    |        |                   |  |      |        |      |  |   |         |   |  |   |         |  
|Shares issued on private placement                            |  |                    |       |                   |  |      |       |      |  |   | 9,964   |   |  |   |        |  
|Shares issued on exercise of options                          |  |                    |       |                   |  |      | 98     |      |  |   | 119     |   |  |   | 327     |  
|Proceeds from demand loan                                     |  |                    |       |                   |  |      | 1,000  |      |  |   |        |   |  |   | 1,000   |  
|                                                              |  |                    |        |                   |  |      |        |      |  |   |         |   |  |   |         |  
|                                                              |  |                    |       |                   |  |      | 1,098  |      |  |   | 10,083  |   |  |   | 1,327   |  
|                                                              |  |                    |        |                   |  |      |        |      |  |   |         |   |  |   |         |  
|Increase (Decrease) in cash for the period                    |  |                    | (2,651 | )                 |  |      | (4,127 | )    |  |   | (6,716  | ) |  |   | (28,379 | )
|Cash, beginning of period                                     |  |                    | 5,632  |                   |  |      | 5,442  |      |  |   | 9,697   |   |  |   | 29,694  |  
|                                                              |  |                    |        |                   |  |      |        |      |  |   |         |   |  |   |         |  
|Cash, end of period                                           |  | $                  | 2,981  |                   |  | $    | 1,315  |      |  | $ | 2,981   |   |  | $ | 1,315   |  
|                                                              |  |                    |        |                   |  |      |        |      |  |   |         |   |  |   |         |  
|Supplementary Information Regarding Non-Cash
    Transactions |  |                    |        |                   |  |      |        |      |  |   |         |   |  |   |         |  
|Investing activities, net assets acquired:                    |  |                    |        |                   |  |      |        |      |  |   |         |   |  |   |         |  
|Oil and gas properties                                        |  | $                  |       |                   |  | $    |       |      |  | $ |        |   |  | $ | 2,978   |  
|Accounts receivable                                           |  |                    |       |                   |  |      |       |      |  |   |        |   |  |   | 200     |  
|                                                              |  |                    |        |                   |  |      |        |      |  |   |         |   |  |   |         |  
|                                                              |  | $                  |       |                   |  | $    |       |      |  | $ |        |   |  | $ | 3,178   |  
|                                                              |  |                    |        |                   |  |      |        |      |  |   |         |   |  |   |         |  
|Financing activities, non-cash:                               |  |                    |        |                   |  |      |        |      |  |   |         |   |  |   |         |  
|Shares issued as consideration                                |  | $                  |       |                   |  | $    |       |      |  | $ |        |   |  | $ | 3,178   |  
|                                                              |  |                    |        |                   |  |      |        |      |  |   |         |   |  |   |         |  
|Included in the above are the
    following:                  |  |                    |        |                   |  |      |        |      |  |   |         |   |  |   |         |  
|Interest paid                                                 |  | $                  | 21     |                   |  | $    | 27     |      |  | $ | 56      |   |  | $ | 84      |  
|                                                              |  |                    |        |                   |  |      |        |      |  |   |         |   |  |   |         |  
|Decrease (increase) in non-cash working
    capital items     |  |                    |        |                   |  |      |        |      |  |   |         |   |  |   |         |  
|Accounts receivable                                           |  | $                  | (853   | )                 |  | $    | 719    |      |  | $ | (960    | ) |  | $ | 2,314   |  
|Other current assets                                          |  |                    | (503   | )                 |  |      | 102    |      |  |   | (356    | ) |  |   | 153     |  
|Accounts payable and accrued liabilities                      |  |                    | 599    |                   |  |      | 1,619  |      |  |   | (1,817  | ) |  |   | 3,165   |  
|                                                              |  |                    |        |                   |  |      |        |      |  |   |         |   |  |   |         |  
|                                                              |  | $                  | (757   | )                 |  | $    | 2,441  |      |  | $ | (3,133  | ) |  | $ | 5,633   |  
|                                                              |  |                    |        |                   |  |      |        |      |  |   |         |   |  |   |         |  

(see accompanying notes)

Page 5 of 22



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##### 



Notes to the Consolidated Condensed Financial
Statements

September 30, 2002


(all tabular amounts are expressed in thousands
of United States dollars except per share data)


(Unaudited)




|   |        
|-- | -------
|1. | General



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The unaudited consolidated condensed financial
    statements have been prepared on a basis consistent with the
    accounting principles and policies reflected in the
    December 31, 2001 consolidated financial statements, except
    for a change in the policy of accounting for stock based
    compensation plan (see note 6), and should be read in
    conjunction therewith. The December 31, 2001 consolidated
    balance sheet was derived from the audited consolidated
    financial statements, but does not include all disclosures
    required by generally accepted accounting principles
    (GAAP) in Canada and the U.S. All adjustments
    which are, in the opinion of management, necessary for a fair
    presentation of the Companys financial position as at
    September 30, 2002 and December 31, 2001 and the
    results of operations and cash flows for the three and nine
    month periods ended September 30, 2002 and 2001 have been
    included. The results of operations and cash flows are not
    necessarily indicative of the results for a full year.
|
| | The preparation of financial statements requires
    management to make estimates and assumptions that affect the
    reported amounts and other disclosure in these condensed
    consolidated financial statements. Actual results may differ
    from those estimates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     



|   |                      
|-- | ---------------------
|2. | Accounting Principles



| |                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| | The consolidated condensed financial statements
    have been prepared in accordance with Canadian GAAP, which
    conforms to U.S. GAAP except as below:
| |                                                                                                                                                          
| | Consolidated
Condensed Balance Sheets                                                                                                                    

|              |                                                                         |                    |        |                   |   |             |         |               |   |   |        |         |   |   |        |         |  
|------------- | ----------------------------------------------------------------------- | ------------------ | ------ | ----------------- | - | ----------- | ------- | ------------- | - | - | ------ | ------- | - | - | ------ | ------- | -
|              |                                                                         |                    |        |                  
|              |                                                                         | As at              |        | As at            
|              |                                                                         | September 30, 2002 |        | December 31, 2001
|              |                                                                         |                    |        |                  
|              |                                                                         | Oil and Gas        |        | Shareholders     |   | Oil and Gas |         | Shareholders
|              |                                                                         | Properties         |        | Equity            |   | Properties  |         | Equity       
|              |                                                                         |                    |        |                   |   |             |         |              
|Canadian GAAP |                                                                         | $                  | 99,597 |                   |   | $           | 101,675 |               |   | $ | 91,596 |         |   | $ | 96,897 |        
|              | Adjustment to ascribed value of shares issued for
    royalty interests |                    |        | 1,358             |   |             |         | 1,358         |   |   |        | 1,358   |   |   |        | 1,358   |  
|              | Impairment provision for China properties                               |                    |        | (10,000           | ) |             |         | (10,000       | ) |   |        | (10,000 | ) |   |        | (10,000 | )
|              | Depletion adjustment  China                                            |                    |        | 56                |   |             |         | 56            |   |   |        |        |   |   |        |        |  
|              | GTL development costs written off                                       |                    |        | (6,421            | ) |             |         | (6,421        | ) |   |        | (5,142  | ) |   |        | (5,142  | )
|              | OCI  Derivative Mark-to-Market
    adjustment                          |                    |        |                  |   |             |         | (142          | ) |   |        |        |   |   |        |        |  
|              |                                                                         |                    |        |                   |   |             |         |               |   |   |        |         |   |   |        |        
|U.S. GAAP     |                                                                         | $                  | 84,590 |                   |   | $           | 86,526  |               |   | $ | 77,812 |         |   | $ | 83,113 |        
|              |                                                                         |                    |        |                   |   |             |         |               |   |   |        |         |   |   |        |        



| |                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Under U.S. GAAP, changes in the fair value
    of derivative instruments that meet specific cash-flow hedge
    accounting criteria are reported in other comprehensive income
    (OCI). The gains and losses on cash-flow hedge transactions that
    are reported in OCI are reclassified to earnings in the period
    in which earnings are affected by changes in the cash flow of
    the underlying hedged item. The mark-to-

Page 6 of 22



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##### 





| |                                                                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | market value of the derivative as at
    September 30, 2002 is a liability of $0.1 million. It
    has been determined that there is no ineffectiveness in the
    derivative thus none of the hedging loss has been reclassified
    from OCI to current period earnings.
|
| | Under U.S. GAAP, the transfer of deficit to
    share capital, which occurred in 1999, would not be recognized
    and would comprise the following Shareholders Equity:                                                                                                 

|                                            |  |              |          |             |  |   |          |  
|------------------------------------------- |  | ------------ | -------- | ----------- |  | - | -------- | -
|                                            |  | September 30 |          | December 31
|                                            |  | 2002         |          | 2001       
|                                            |  |              |          |            
|Share capital (including adjustments above) |  | $            | 206,675  |             |  | $ | 196,205  |  
|Deficit (Including adjustments above)       |  |              | (120,007 | )           |  |   | (113,092 | )
|Accumulated other comprehensive income      |  |              | (142     | )           |  |   |         |  
|                                            |  |              |          |             |  |   |          |  
|                                            |  | $            | 86,526   |             |  | $ | 83,113   |  
|                                            |  |              |          |             |  |   |          |  

Consolidated
Condensed Statements of Loss and Deficit

|              |                                   |                                       |       |           |   |          |      |           |  |   |        |       |  |   |      |      | 
|------------- | --------------------------------- | ------------------------------------- | ----- | --------- | - | -------- | ---- | --------- |  | - | ------ | ----- |  | - | ---- | ---- | 
|              |                                   |                                      
|              |                                   | Nine Month Periods Ended September 30
|              |                                   |                                      
|              |                                   |                                       |       |          
|              |                                   | 2002                                  |       | 2001     
|              |                                   |                                       |       |          
|              |                                   | Net                                   |       | Net Loss  |   |          |      | Net Loss 
|              |                                   | Loss                                  |       | Per Share |   | Net Loss |      | Per Share
|              |                                   |                                       |       |           |   |          |      |          
|Canadian GAAP |                                   | $                                     | 5,692 |           |   | $        | 0.04 |           |  | $ | 17,526 |       |  | $ | 0.14 |     
|              | Depletion adjustment  China      |                                       |       | (56       | ) |          |      |          |  |   |        |      |  |   |      |     | 
|              | GTL development costs written off |                                       |       | 1,279     |   |          |      | 0.01      |  |   |        | 2,870 |  |   |      | 0.02 | 
|              |                                   |                                       |       |           |   |          |      |           |  |   |        |       |  |   |      |     
|U.S. GAAP     |                                   | $                                     | 6,915 |           |   | $        | 0.05 |           |  | $ | 20,396 |       |  | $ | 0.16 |     
|              |                                   |                                       |       |           |   |          |      |           |  |   |        |       |  |   |      |     

|              |                                   |                                        |       |           |   |          |      |           |  |   |        |     |  |   |      |      | 
|------------- | --------------------------------- | -------------------------------------- | ----- | --------- | - | -------- | ---- | --------- |  | - | ------ | --- |  | - | ---- | ---- | 
|              |                                   |                                       
|              |                                   | Three Month Periods Ended September 30
|              |                                   |                                       
|              |                                   |                                        |       |          
|              |                                   | 2002                                   |       | 2001     
|              |                                   |                                        |       |          
|              |                                   | Net                                    |       | Net Loss  |   |          |      | Net Loss 
|              |                                   | Loss                                   |       | Per Share |   | Net Loss |      | Per Share
|              |                                   |                                        |       |           |   |          |      |          
|Canadian GAAP |                                   | $                                      | 3,064 |           |   | $        | 0.02 |           |  | $ | 9,670  |     |  | $ | 0.08 |     
|              | Depletion adjustment  China      |                                        |       | (18       | ) |          |      |          |  |   |        |    |  |   |      |     | 
|              | GTL development costs written off |                                        |       | (70       | ) |          |      |          |  |   |        | 910 |  |   |      | 0.01 | 
|              |                                   |                                        |       |           |   |          |      |           |  |   |        |     |  |   |      |     
|U.S. GAAP     |                                   |                                        | 2,976 |           |   | $        | 0.02 |           |  | $ | 10,580 |     |  | $ | 0.09 |     
|              |                                   |                                        |       |           |   |          |      |           |  |   |        |     |  |   |      |     



|   |                                                          
|-- | ---------------------------------------------------------
|3. | Oil and Gas Properties, Equipment and GTL
    Investments



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Effective August 2002, the Company sold its
    interest in seven non-core producing wells in the Spraberry
    field to an unrelated party for $1.4 million. Additionally,
    in September 2002 the Company collected the final payment of
    $1.2 million from its sale of the Daqing project, which was
    sold in January 2002.                                                                                                                                                                                                                                                                                                
|
| | In June 2002, the Company signed a letter of
    intent with Syntroleum to participate in the Syntroleum 
    U.S. Department of Energy Fuels Project at a cost of
    $5 million. The DOE project cost is to be offset by
    $2 million of the Companys investment in
    Syntroleums Sweetwater project in Australia, which
    Syntroleum recently cancelled. As Sweetwater is not proceeding
    and participation in the DOE project is contingent upon the
    Company successfully signing a GTL contract, which is not
    assured, the Company has written off its $2.4 million
    investment in the Sweetwater project.

Page 7 of 22



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##### 





|   |                      
|-- | ---------------------
|4. | Derivative Activities



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Companys results of operations are
    sensitive mainly to fluctuations in oil and natural gas prices.
    The Company may periodically use different types of derivative
    instruments to manage its exposure to price volatility, thus
    mitigating fluctuations in commodity-related cash flows.                                                                                                                                                                                                                                             
|
| | In September 2002, the Company entered into a
    costless collar derivative to hedge the cash flow from the sale
    of 91,000 barrels of oil production over a six-month period
    starting October 2002. The hedge has a ceiling price of $28.95
    per barrel and a floor price of $24.00 per barrel using WTI as
    the index traded on the NYMEX. Gains and losses on derivatives
    are recognized in earnings as they are realized. As at
    September 30, 2002, the Company had no realized gains or
    losses on derivative transactions.



|   |                    
|-- | -------------------
|5. | Segment Information



| |                                                                            
| | ---------------------------------------------------------------------------
| | The following tables present the Companys
    interim segment information:

|                                                 |  |                                        |       |       |  |       |       |      |  |       |       |       |  |   |        |  |  |   |        |   |  |   |        | 
|------------------------------------------------ |  | -------------------------------------- | ----- | ----- |  | ----- | ----- | ---- |  | ----- | ----- | ----- |  | - | ------ |  |  | - | ------ | - |  | - | ------ | 
|                                                 |  |                                       
|                                                 |  | Nine Month Periods Ended September 30:
|                                                 |  |                                       
|                                                 |  |                                        |       |      
|                                                 |  | 2002                                   |       | 2001 
|                                                 |  |                                        |       |      
|                                                 |  | U.S.                                   |       | China |  | Total |       | U.S. |  | China |       | Total
|                                                 |  |                                        |       |       |  |       |       |      |  |       |       |      
|Oil and gas revenue                              |  | $                                      | 3,759 |       |  | $     | 2,213 |      |  | $     | 5,972 |       |  | $ | 4,004  |  |  | $ | 3,137  |   |  | $ | 7,141  | 
|Interest income                                  |  |                                        | 94    |       |  |       |      |      |  |       | 94    |       |  |   | 512    |  |  |   |       |   |  |   | 512    | 
|                                                 |  |                                        |       |       |  |       |       |      |  |       |       |       |  |   |        |  |  |   |        |   |  |   |        | 
|                                                 |  |                                        | 3,853 |       |  |       | 2,213 |      |  |       | 6,066 |       |  |   | 4,516  |  |  |   | 3,137  |   |  |   | 7,653  | 
|                                                 |  |                                        |       |       |  |       |       |      |  |       |       |       |  |   |        |  |  |   |        |   |  |   |        | 
|Operating costs                                  |  |                                        | 1,880 |       |  |       | 1,058 |      |  |       | 2,938 |       |  |   | 1,522  |  |  |   | 1,691  |   |  |   | 3,213  | 
|Depletion and depreciation                       |  |                                        | 1,415 |       |  |       | 886   |      |  |       | 2,301 |       |  |   | 1,579  |  |  |   | 110    |   |  |   | 1,689  | 
|Provision for impairment                         |  |                                        |      |       |  |       |      |      |  |       |      |       |  |   | 14,000 |  |  |   |       |   |  |   | 14,000 | 
|                                                 |  |                                        |       |       |  |       |       |      |  |       |       |       |  |   |        |  |  |   |        |   |  |   |        | 
|                                                 |  |                                        | 3,295 |       |  |       | 1,944 |      |  |       | 5,239 |       |  |   | 17,101 |  |  |   | 1,801  |   |  |   | 18,902 | 
|                                                 |  |                                        |       |       |  |       |       |      |  |       |       |       |  |   |        |  |  |   |        |   |  |   |        | 
|Segmented (income) loss before
    the following |  | $                                      | (558  | )     |  | $     | (269  | )    |  |       | (827  | )     |  | $ | 12,585 |  |  | $ | (1,336 | ) |  |   | 11,249 | 
|                                                 |  |                                        |       |       |  |       |       |      |  |       |       |       |  |   |        |  |  |   |        |   |  |   |        | 
|Write off of GTL assets                          |  |                                        |       |       |  |       |       |      |  |       | 2,436 |       |  |   |        |  |  |   |        |   |  |   |       | 
|General and administrative                       |  |                                        |       |       |  |       |       |      |  |       | 4,083 |       |  |   |        |  |  |   |        |   |  |   | 6,277  | 
|                                                 |  |                                        |       |       |  |       |       |      |  |       |       |       |  |   |        |  |  |   |        |   |  |   |        | 
|Net loss                                         |  |                                        |       |       |  |       |       |      |  | $     | 5,692 |       |  |   |        |  |  |   |        |   |  | $ | 17,526 | 
|                                                 |  |                                        |       |       |  |       |       |      |  |       |       |       |  |   |        |  |  |   |        |   |  |   |        | 

Page 8 of 22



---



##### 



|                                                 |  |                                         |       |       |  |       |      |      |  |       |       |       |  |   |        |  |  |   |       |   |  |   |        | 
|------------------------------------------------ |  | --------------------------------------- | ----- | ----- |  | ----- | ---- | ---- |  | ----- | ----- | ----- |  | - | ------ |  |  | - | ----- | - |  | - | ------ | 
|                                                 |  |                                        
|                                                 |  | Three Month Periods Ended September 30:
|                                                 |  |                                        
|                                                 |  |                                         |       |      
|                                                 |  | 2002                                    |       | 2001 
|                                                 |  |                                         |       |      
|                                                 |  | U.S.                                    |       | China |  | Total |      | U.S. |  | China |       | Total
|                                                 |  |                                         |       |       |  |       |      |      |  |       |       |      
|Oil and gas revenue                              |  | $                                       | 1,454 |       |  | $     | 874  |      |  | $     | 2,328 |       |  | $ | 1,487  |  |  | $ | 1,221 |   |  | $ | 2,708  | 
|Interest income                                  |  |                                         | 22    |       |  |       |     |      |  |       | 22    |       |  |   | 26     |  |  |   |       |   |  |   | 26     | 
|                                                 |  |                                         |       |       |  |       |      |      |  |       |       |       |  |   |        |  |  |   |       |   |  |   |        | 
|                                                 |  |                                         | 1,476 |       |  |       | 874  |      |  |       | 2,350 |       |  |   | 1,513  |  |  |   | 1,221 |   |  |   | 2,734  | 
|                                                 |  |                                         |       |       |  |       |      |      |  |       |       |       |  |   |        |  |  |   |       |   |  |   |        | 
|Operating costs                                  |  |                                         | 710   |       |  |       | 360  |      |  |       | 1,070 |       |  |   | 509    |  |  |   | 689   |   |  |   | 1,198  | 
|Depletion and depreciation                       |  |                                         | 518   |       |  |       | 295  |      |  |       | 813   |       |  |   | 728    |  |  |   | 42    |   |  |   | 770    | 
|Provision for impairment                         |  |                                         |      |       |  |       |     |      |  |       |      |       |  |   | 9,000  |  |  |   |      |   |  |   | 9,000  | 
|                                                 |  |                                         |       |       |  |       |      |      |  |       |       |       |  |   |        |  |  |   |       |   |  |   |        | 
|                                                 |  |                                         | 1,228 |       |  |       | 655  |      |  |       | 1,883 |       |  |   | 10,237 |  |  |   | 731   |   |  |   | 10,968 | 
|                                                 |  |                                         |       |       |  |       |      |      |  |       |       |       |  |   |        |  |  |   |       |   |  |   |        | 
|Segmented (income) loss before
    the following |  | $                                       | (248  | )     |  | $     | (219 | )    |  |       | (467  | )     |  | $ | 8,724  |  |  | $ | (490  | ) |  |   | 8,234  | 
|                                                 |  |                                         |       |       |  |       |      |      |  |       |       |       |  |   |        |  |  |   |       |   |  |   |        | 
|Write off of GTL assets                          |  |                                         |       |       |  |       |      |      |  |       | 2,436 |       |  |   |        |  |  |   |       |   |  |   |       | 
|General and administrative                       |  |                                         |       |       |  |       |      |      |  |       | 1,095 |       |  |   |        |  |  |   |       |   |  |   | 1,436  | 
|                                                 |  |                                         |       |       |  |       |      |      |  |       |       |       |  |   |        |  |  |   |       |   |  |   |        | 
|Net loss                                         |  |                                         |       |       |  |       |      |      |  | $     | 3,064 |       |  |   |        |  |  |   |       |   |  | $ | 9,670  | 
|                                                 |  |                                         |       |       |  |       |      |      |  |       |       |       |  |   |        |  |  |   |       |   |  |   |        | 



|   |              
|-- | -------------
|6. | Share Capital



| |                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------
| | Following is a summary of the changes in share
    capital and stock options outstanding for the nine-month period
    ended September 30, 2002:

|                           |                                      |               |         |        |  |               |         |                |  |  |        |       |   |   |      |      | 
|-------------------------- | ------------------------------------ | ------------- | ------- | ------ |  | ------------- | ------- | -------------- |  |  | ------ | ----- | - | - | ---- | ---- | 
|                           |                                      |               |         |        |  |              
|                           |                                      |               |         |        |  | Stock Options
|                           |                                      |               |         |       
|                           |                                      | Common Shares |         |        |  | Weighted     
|                           |                                      |               |         |        |  | Average      
|                           |                                      | Number        |         | Amount |  | Number        |         | Exercise Price
|                           |                                      |               |         |        |  |               |         |               
|                           |                                      | (thousands)   |         |        |  | (thousands)   |         | Cdn.$         
|Balance December 31, 2001  |                                      |               | 139,267 |        |  | $             | 120,392 |                |  |  | 8,635  |       |   | $ | 2.66 |     
|                           | Shares issued on private placement   |               |         | 5,000  |  |               |         | 9,964          |  |  |        |       |   |   |      |      | 
|                           | Shares issued on exercise of options |               |         | 163    |  |               |         | 119            |  |  |        | (163  | ) |   |      | 1.57 | 
|                           | Shares issued for service            |               |         | 201    |  |               |         | 387            |  |  |        |       |   |   |      |      | 
|                           | Options granted                      |               |         |        |  |               |         |                |  |  |        | 2,095 |   |   |      | 2.86 | 
|                           | Options cancelled/ forfeited         |               |         |        |  |               |         |                |  |  |        | (236  | ) |   |      | 3.50 | 
|                           |                                      |               |         |        |  |               |         |                |  |  |        |       |   |   |      |     
|Balance September 30, 2002 |                                      |               | 144,631 |        |  | $             | 130,862 |                |  |  | 10,331 |       |   | $ | 2.70 |     
|                           |                                      |               |         |        |  |               |         |                |  |  |        |       |   |   |      |     



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In June 2002, the Company granted a service
    provider a six-month option to purchase 250,000 shares at
    US$4.00 per share.                                                                                                                                                                                                                                                                                                                                                                      
|
| | The Company accounts for its stock-based
    compensation plans using intrinsic-values. Compensation costs
    are not recognized in the financial statements for options
    granted to employees and directors when granted at market value.
    Compensation costs are, however, recognized in the financial
    statements for options granted to non-employees based on the
    fair value of the options at the date granted.                                                                   
|
| | Effective January 2002, Canadian accounting
    standards require disclosure on a pro forma basis of the impact
    on net income of using the fair value method for stock options
    granted to employees and directors on or after that date. Had
    compensation expense been determined based on the fair value at
    the option grant date, the Companys net loss and net loss
    per share for the nine-month period ended September 30,
    2002 would have been $6.1 million and $.04 per

Page 9 of 22



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##### 





| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | share, respectively. The foregoing is calculated
    in accordance with Black-Scholes, using the following data and
    assumptions: 72% price volatility, using the prior two-year
    weekly average prices of the Companys common shares;
    expected dividend yield of 0%; option terms to expiry of 0.5 to
    5 years, as defined by the option agreements; risk-free
    rate of return of 3.04% to 4.35%, based on one and five year
    Government of Canada Bond yields.



|   |            
|-- | -----------
|7. | Commitments



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In September 2002 the Company, through its 100%
    owned subsidiary Sunwing Energy Ltd (Sunwing), signed a 30-year
    petroleum-sharing agreement with PetroChina for the exploitation
    of natural gas deposits in the approximate 900,000 acre Zitong
    Block located in the Sichuan Basin of southwestern China. The
    Company is obligated to conduct exploration activities in this
    block, which will include acquiring new 2-D seismic data,
    reprocessing existing seismic data and drilling of four
    exploratory wells over the next six years.



|   |                  
|-- | -----------------
|8. | Subsequent Events



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | As part of a private placement in October 2000,
    the Company issued 5,000,000 common shares and warrants
    exercisable into 2,500,000 common shares at Cdn$5.375 until
    October 2002. The warrants were not exercised and have been
    cancelled.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | Our $1 million unsecured convertible
    debenture was originally due within 90 days following
    written demand and was convertible (including principal and
    accrued interest) into common shares of the Company at Cdn.
    $2.75 per share until August 2002. In October 2002, the Company
    entered into an agreement in which the lender agreed not to
    demand repayment of the debenture until March 2003. Thereafter,
    the debenture is due at any time within 90 days following
    written demand and principal and accrued interest will be
    convertible, at lenders option, into common shares of the
    Company at Cdn $1.21 per share.                                                                                                                                    
|
| | Sunwing has entered into an agreement with CITIC
    Energy Inc. (CITIC), a subsidiary of China International Trust
    & Investment Corporation, to form a strategic alliance to
    seek out and develop oil and gas projects in China and around
    the world. CITIC has also agreed to assist Sunwing in its
    efforts to negotiate a petroleum-sharing agreement with
    PetroChina covering the Yudong Block in Sichuan Province. Should
    such a contract for the block be obtained, Sunwing and CITIC
    will jointly participate in the development of the project on a
    70/30 basis. Within 180 days after the effective date of
    the contract, either party can elect to convert CITICs 30%
    participating interest in the project into a 20% equity interest
    in Sunwing.

Page 10 of 22



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##### 





|        |                                                                                          
|------- | -----------------------------------------------------------------------------------------
|Item 2. | Managements Discussion and Analysis of
    Financial Condition and Results of Operations

The following should be read in conjunction with
the Companys consolidated financial statements contained
herein and in the Form 10-K for the year ended
December 31, 2001, along with Managements Discussion
and Analysis of Financial Condition and Results of Operations
contained therein. Any terms used but not defined in the
following discussion have the same meaning given to them in the
Form 10-K.

Results of Operations

Oil and gas revenues for the three and nine month
periods ended September 30, 2002 were $2.3 million and
$6.0 million, respectively. This represents a decrease of
$0.4 million and $1.2 million, respectively, for the
comparable periods in 2001. The revenue decrease for the third
quarter is primarily a result of a reduction in production
volumes as further described in Production below which are
partially offset by higher oil and gas prices. The revenue
decrease for the nine-month period ended September 30, 2002
is primarily a result of a decline in oil prices in addition to
a reduction in volumes as further described in Production below.

For the three-month period ended
September 30, 2002, the net loss was $3.1 million
($.02 per share) compared to a net loss of $9.7 million
($.08 per share) for the comparable period in 2001. Our net loss
for the nine-month period ended September 30, 2002 was
$5.7 million ($.04 per share) compared to a net loss of
$17.5 million ($.14 per share) during the comparable period
of 2001. The net loss for the three and nine month periods ended
September 30, 2002 includes a $2.4 million write off
of our investment in Syntroleums Sweetwater project in
Australia. The net loss for the three and nine month periods
ended September 30, 2001 includes a $9.0 million and
$14.0 million provision for impairment, respectively,
resulting from a comparison of depletable capitalized costs for
our U.S. oil and gas properties, which include exploration
costs, with future net cash flows.

Production

For the three-month period ended
September 30, 2002, net U.S. production declined 13%
over the comparable period in 2001 primarily due to a natural
decline in Spraberry. For the nine-month period ended
September 30, 2002, net production in the
U.S. increased 4% over the comparable period in 2001. This
increase is attributed to a 26% increase in production at South
Midway as a result of our cyclic steam program and drilling of 6
additional wells during the second quarter of 2002. This was
partially offset by a 16% decline in oil production in Spraberry
primarily due to a natural decline as well as an increase in
downtime for routine maintenance and workover of wells and the
sale of our interest in seven producing wells in August 2002. To
date we have cycle steamed 13 wells in South Midway achieving
increased oil production rates ranging from 2.5 to 4 times. By
the end of 2002 we plan to have at least 20 wells responding to
steam injection. Our plan is to double our ultimate recoverable
reserves in South Midway through this program.

For the three and nine month periods ended
September 30, 2002, net production in China decreased 24%
and 14%, respectively, over the comparable periods in 2001.
Production volumes from the Dagang project declined 19% and 8%,
respectively, primarily due to routine maintenance and workovers
as well as problems during the third quarter with water
injection facilities. This decrease was partially offset by
having regained an additional 20% interest in the Dagang field
from Nippon Oil in mid-2001. The sale of our interest in the
Daqing project in January 2002 accounted for the remaining
decline in production volumes.

Page 11 of 22



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##### 



Operating costs in the U.S. are up 28% and
7% per barrel for the three and nine month periods of 2002,
respectively, compared to the same periods in 2001. Primary
operating costs per barrel in the South Midway have decreased as
a result of having installed permanent production and electrical
facilities during 2001. This decrease was offset by an increase
in costs incurred for cyclic steam activities in South Midway,
including an increase in engineering support, and the cost of
workovers and routine maintenance in Spraberry.
U.S. depletion costs per barrel decreased 10% in 2002
primarily due to the impairment write offs recorded in 2001,
partially offset by the reduction in our reserves as a result of
the sale of Spraberry wells.

Operating costs per barrel in China decreased 37%
and 39% for the three and nine month periods of 2002,
respectively, compared to the same periods in 2001 as a result
of having installed electrical facilities on certain wells in
the Dagang field in late 2001. In addition, we benefited from
operating efficiencies as the wells mature. For each of the
quarters presented in 2001, future development costs for China
were inadvertently excluded from the depletion calculation.
Depletion for the first nine months of 2002 of $8.34 has
increased $1.55 per barrel, compared to 2001, primarily as a
result of anticipated increases in Dagang future development
costs.

Production and operating information are detailed
below:

|                |                       |                                        |  |         |  |       |  |         |  |       |  |         |  |  |  |         |  |  |  |         |  |  |  |         | 
|--------------- | --------------------- | -------------------------------------- |  | ------- |  | ----- |  | ------- |  | ----- |  | ------- |  |  |  | ------- |  |  |  | ------- |  |  |  | ------- | 
|                |                       |                                       
|                |                       | Nine Month Periods Ended September 30,
|                |                       |                                       
|                |                       |                                        |  |        
|                |                       | 2002                                   |  | 2001   
|                |                       |                                        |  |        
|                |                       | U.S.                                   |  | China   |  | Total |  | U.S.    |  | China |  | Total  
|                |                       |                                        |  |         |  |       |  |         |  |       |  |        
|Net Production: |                       |                                        |  |         |  |       |  |         |  |       |  |         |  |  |  |         |  |  |  |         |  |  |  |        
|                | BOE                   |                                        |  | 170,774 |  |       |  | 106,303 |  |       |  | 277,077 |  |  |  | 163,567 |  |  |  | 123,634 |  |  |  | 287,201 | 
|                | BOE/day during period |                                        |  | 626     |  |       |  | 389     |  |       |  | 1,015   |  |  |  | 599     |  |  |  | 453     |  |  |  | 1,052   | 

|                             |  |         |       |         |  |   |       |  |  |   |       |  |  |   |       |  |  |   |       |  |  |   |       | 
|---------------------------- |  | ------- | ----- | ------- |  | - | ----- |  |  | - | ----- |  |  | - | ----- |  |  | - | ----- |  |  | - | ----- | 
|                             |  |         |       |         |  |   |       | 
|                             |  | Per BOE |       | Per BOE
|                             |  |         |       |        
|Oil and gas revenue          |  | $       | 22.01 |         |  | $ | 20.82 |  |  | $ | 21.55 |  |  | $ | 24.48 |  |  | $ | 25.37 |  |  | $ | 24.87 | 
|                             |  |         |       |         |  |   |       |  |  |   |       |  |  |   |       |  |  |   |       |  |  |   |       | 
|Operating costs              |  |         | 7.04  |         |  |   | 5.93  |  |  |   | 6.61  |  |  |   | 6.56  |  |  |   | 9.78  |  |  |   | 7.95  | 
|Production taxes             |  |         | 1.42  |         |  |   |      |  |  |   | 0.88  |  |  |   | 0.80  |  |  |   |      |  |  |   | 0.46  | 
|Engineering support          |  |         | 2.55  |         |  |   | 4.02  |  |  |   | 3.11  |  |  |   | 1.95  |  |  |   | 3.90  |  |  |   | 2.79  | 
|                             |  |         |       |         |  |   |       |  |  |   |       |  |  |   |       |  |  |   |       |  |  |   |       | 
|                             |  |         | 11.01 |         |  |   | 9.95  |  |  |   | 10.60 |  |  |   | 9.31  |  |  |   | 13.68 |  |  |   | 11.20 | 
|                             |  |         |       |         |  |   |       |  |  |   |       |  |  |   |       |  |  |   |       |  |  |   |       | 
|Net Revenue before depletion |  |         | 11.00 |         |  |   | 10.87 |  |  |   | 10.95 |  |  |   | 15.17 |  |  |   | 11.69 |  |  |   | 13.67 | 
|Depletion                    |  |         | 7.80  |         |  |   | 8.34  |  |  |   | 8.01  |  |  |   | 8.65  |  |  |   | 0.89  |  |  |   | 5.31  | 
|                             |  |         |       |         |  |   |       |  |  |   |       |  |  |   |       |  |  |   |       |  |  |   |       | 
|Net Revenue from operations  |  | $       | 3.20  |         |  | $ | 2.53  |  |  | $ | 2.94  |  |  | $ | 6.52  |  |  | $ | 10.80 |  |  | $ | 8.36  | 
|                             |  |         |       |         |  |   |       |  |  |   |       |  |  |   |       |  |  |   |       |  |  |   |       | 

Page 12 of 22



---



##### 



|                |                       |                                         |  |        |  |       |  |        |  |       |  |        |  |  |  |        |  |  |  |        |  |  |  |         | 
|--------------- | --------------------- | --------------------------------------- |  | ------ |  | ----- |  | ------ |  | ----- |  | ------ |  |  |  | ------ |  |  |  | ------ |  |  |  | ------- | 
|                |                       |                                        
|                |                       | Three Month Periods Ended September 30,
|                |                       |                                        
|                |                       |                                         |  |       
|                |                       | 2002                                    |  | 2001  
|                |                       |                                         |  |       
|                |                       | U.S.                                    |  | China  |  | Total |  | U.S.   |  | China |  | Total 
|                |                       |                                         |  |        |  |       |  |        |  |       |  |       
|Net Production: |                       |                                         |  |        |  |       |  |        |  |       |  |        |  |  |  |        |  |  |  |        |  |  |  |        
|                | BOE                   |                                         |  | 58,566 |  |       |  | 35,858 |  |       |  | 94,424 |  |  |  | 66,467 |  |  |  | 47,293 |  |  |  | 113,760 | 
|                | BOE/day during period |                                         |  | 637    |  |       |  | 390    |  |       |  | 1,026  |  |  |  | 722    |  |  |  | 514    |  |  |  | 1,237   | 

|                             |  |         |       |         |  |   |       |  |  |   |       |  |  |   |       |   |  |   |       |  |  |   |       |  
|---------------------------- |  | ------- | ----- | ------- |  | - | ----- |  |  | - | ----- |  |  | - | ----- | - |  | - | ----- |  |  | - | ----- | -
|                             |  |         |       |         |  |   |       | 
|                             |  | Per BOE |       | Per BOE
|                             |  |         |       |        
|Oil and gas revenue          |  | $       | 24.83 |         |  | $ | 24.38 |  |  | $ | 24.66 |  |  | $ | 22.38 |   |  | $ | 25.83 |  |  | $ | 23.81 |  
|                             |  |         |       |         |  |   |       |  |  |   |       |  |  |   |       |   |  |   |       |  |  |   |       |  
|Operating costs              |  |         | 7.86  |         |  |   | 6.31  |  |  |   | 7.27  |  |  |   | 6.14  |   |  |   | 10.05 |  |  |   | 7.77  |  
|Production taxes             |  |         | 1.79  |         |  |   |      |  |  |   | 1.11  |  |  |   | (0.06 | ) |  |   |      |  |  |   | (0.04 | )
|Engineering support          |  |         | 2.48  |         |  |   | 3.71  |  |  |   | 2.94  |  |  |   | 1.58  |   |  |   | 4.52  |  |  |   | 2.81  |  
|                             |  |         |       |         |  |   |       |  |  |   |       |  |  |   |       |   |  |   |       |  |  |   |       |  
|                             |  |         | 12.13 |         |  |   | 10.02 |  |  |   | 11.32 |  |  |   | 7.66  |   |  |   | 14.57 |  |  |   | 10.54 |  
|                             |  |         |       |         |  |   |       |  |  |   |       |  |  |   |       |   |  |   |       |  |  |   |       |  
|Net Revenue before depletion |  |         | 12.70 |         |  |   | 14.36 |  |  |   | 13.34 |  |  |   | 14.72 |   |  |   | 11.25 |  |  |   | 13.28 |  
|Depletion                    |  |         | 8.25  |         |  |   | 8.24  |  |  |   | 8.25  |  |  |   | 9.21  |   |  |   | 0.89  |  |  |   | 5.75  |  
|                             |  |         |       |         |  |   |       |  |  |   |       |  |  |   |       |   |  |   |       |  |  |   |       |  
|Net Revenue from operations  |  | $       | 4.45  |         |  | $ | 6.12  |  |  | $ | 5.09  |  |  | $ | 5.51  |   |  | $ | 10.37 |  |  | $ | 7.52  |  
|                             |  |         |       |         |  |   |       |  |  |   |       |  |  |   |       |   |  |   |       |  |  |   |       |  

General and Administrative Costs

These costs include project identification costs,
which are costs associated with pursuing and investigating new
international projects and the cost of investment banking
services in some periods. General and administrative costs for
the three and nine month periods ended September 30, 2002
were $1.1 million and $4.1 million, respectively, down
$0.3 million and $2.2 million, respectively, from the
comparable periods in 2001, as a result of a reduction in
project identification activities and implementation of a cost
reduction program in September 2002. The program is expected to
reduce overhead by approximately 25%.

Exploration and Development
Activities

Spending on these activities for the three and
nine month periods ended September 30, 2002 was
$4.3 million and $14.8 million, respectively, a
decrease of $2.6 million and $15.9 million over the
amounts spent during the comparable periods in 2001.
U.S. spending was down $13.4 million in the first nine
months of 2002, primarily due to a reduction in our development
drilling in Spraberry and South Midway and the completion of our
significant acreage acquisition in the Bossier Trend at the end
of 2001. This is partially offset by an increase in spending in
California primarily on the drilling of our deep gas well,
Northwest Lost Hills #122. Spending in China was down
$2.6 million for the first nine months of 2002 as a result
of the pilot test in Dagang being completed in February 2001 and
the sale of Daqing in January 2002.

Currently, Unocal has spent approximately
$8.1 million of the $10.1 million needed to earn a 50%
interest in our holdings in the Bossier Trend. Of the three
wells drilled to date, one well is producing minimal levels of
gas from the Bossier and the other wells are suspended pending
Unocals assessment of the data and its plans for the
Bossier prospects. We continue to be optimistic about the
shallower Cotton Valley, Travis Peak, Pettet and Rodessa zones
some of which had encouraging shows of gas in the wells drilled.

At Lost Hills in California, the NWLH 1-22 well
was successfully drilled to a measured depth of 21,000 feet and
a liner set to 19,620 feet. The operator, Aera Energy LLC, has
recommended a testing and completion program for the well, which
encountered natural gas in the Temblor formation. We own a 42%
working interest in this well and are currently looking for
partners to participate in this next phase of the well.

Page 13 of 22



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##### 



Upon completion of our analysis of the data from
the three Kentucky wells drilled in 2001 we decided not to
perform further tests on any of the wells and to relinquish our
interests.

We received approval of our environmental impact
study in the third quarter of 2002 and now anticipate that
approval of our overall development program for Dagang will be
received from PetroChina next year.

In September 2002 we signed a 30-year
petroleum-sharing agreement with PetroChina covering
approximately 900,000 acres with a gross natural gas resource
potential of five trillion cubic feet located in the
northwestern portion of the Sichuan Basin, Chinas largest
gas-producing region. Under the terms of the agreement, we will
develop natural gas deposits within the block and in return will
receive approximately 80% of the revenue before costs are
recovered and approximately 45% after costs are fully recovered.
PetroChina has the option to participate in any successful
developments, with up to a 51% working interest. We will also
conduct exploration activities over the block, which will
include acquiring seismic data and reprocessing existing
seismic. The seismic programs and drilling of two exploratory
wells will take place in the first 3-year exploration period at
an estimated cost of $18 million. Following the first
phase, if we elect to continue, the next 3-year exploration
period will require two additional exploratory wells and
additional seismic at an estimated cost of $16 million.

In addition, pursuant to existing exclusive
arrangements, we have the right to negotiate a petroleum-sharing
agreement for the one-million-acre Yudong block located on the
eastern edge of the Sichuan Basin. We expect these negotiations
to begin before the end of the year.

Gas-to-Liquids Activities

Spending on GTL projects for the three and nine
month periods ended September 30, 2002 was
$0.3 million and $1.7 million, respectively, a
decrease of $0.6 million and $1.1 million,
respectively, over the amounts spent during the comparable
periods in 2001. These decreases are due to the completion of
technical and commercial feasibility studies for both the Qatar
and Egypt projects.

Negotiations in Qatar for an agreement to build a
185,000 barrels per day GTL plant and 118,000 barrels per day
natural gas liquids (NGL) plant continue and are currently at an
advanced and detailed stage. We cannot guarantee, however, that
such an agreement will be realized.

In Egypt, we are currently studying alternative
scenarios that could improve economics for a 90,000 barrels per
day GTL plant. Continued discussions have resulted in the
Ministry of Petroleums willingness to consider alternative
configurations to the plant design. In Oman, we have made
preliminary proposals for plant sizes ranging from
45,000  90,000 barrels per day. The Ministry of Oil
and Gas has been studying our proposals and are expected to
shortly conclude their deliberations.

We continue to work with Japanese companies on a
commercialization study to optimize the commercial structure for
utilization of GTL and NGL products produced in our planned
Qatar project. As part of the study, testing of the GTL diesel
has been completed by various Japanese automotive interests in
an effort to gain acceptance of GTL fuel in that marketplace. A
market analysis for the Asia/Pacific region and for a portion of
Europe has been completed. Remaining analysis of western and
eastern Europe and U.S. markets will be completed before
the end of November 2002.

Page 14 of 22



---



##### 



Development of a project-financing plan utilizing
Japanese and global resources is continuing.

In June 2002 we signed a letter of intent with
Syntroleum to participate in the Syntroleum 
U.S. Department of Energy Fuels Project at a cost of
$5 million. Participation is contingent upon our finalizing
and signing the GTL agreement in Qatar. The goal of the project
is to establish GTL diesel production from a demonstration plant
in such volumes so as to supply adequate quantities to various
GTL fuel field trials. Participation allows us sufficient
supplies of GTL diesel and naphtha to provide samples to
potential buyers. Additionally, we will have access to the
demonstration plant for the purpose of gaining operational
experience and training future operations personnel. The project
cost is to be offset by $2 million of our investment in
Syntroleums Sweetwater project in Australia, which was
recently cancelled.

Non-Cash Working Capital

Our non-cash working capital decreased
$0.8 million and $3.1 million for the three and nine
month periods ended September 30, 2002, respectively.
Receivables and other current assets increased $1.3 million
during the first nine months of 2002, primarily as a result of
advances to Aera for the purchase of items required to complete
the NWLH 1-22 well and the payment of a refundable guarantee for
our six-month hedge contract. Payables decreased
$1.8 million during the first nine months of 2002,
primarily as a result of payment of all Daqing liabilities prior
to its sale in January 2002, employee compensation deferred from
2001 and other trade payables.

Liquidity and Capital Resources:

As at September 30, 2002, our 2002 capital
expenditure budget is $18.0 million, a reduction of
$27.0 million from earlier budget estimates, largely due to
delays in finalizing the Sichuan and GTL agreements as well as
the current unfavorable capital market environment, which has
hindered our ability to fund exploration and development
activities. Our capital expenditure budget for the fourth
quarter of 2002 of $1.5 million will be funded from
existing cash balances, cash flows from operations and further
sales of non-core assets.

We view the Sunwing and CITIC strategic alliance
as a key step in potentially accessing the Asian capital markets
to fund our China exploration and development programs. The
alliance is expected to raise Sunwings profile and enhance
its credibility among Asian institutional investors with the
objective of listing Sunwings shares on the Stock Exchange
of Hong Kong.

We undertook measures during the third quarter of
2002 to better position ourselves for the next several months
when we believe one or more of our three major upside potential
projects will materialize and access to capital markets will
become more accommodating. This included employee and overhead
cost reductions, sale of non-core wells in the Spraberry field
and the hedging of crude oil prices for a portion of our
U.S. production. Additionally, we are optimistic that our
cyclic steam program in South Midway will continue to generate
good cash flow levels and that these results will be further
enhanced by our plans to drill another 20 wells in the coming
year. We will continue to pursue sales of non-core assets and
pursue joint venture partners to implement our capital programs
when opportunities arise.

During the nine months ended September 30,
2002 we raised $10.0 million through the issuance of common
shares. Additional funding will be required to complete future
capital programs through a combination of equity, debt and joint
venture partner participation. We cannot assure you that we will
be successful in raising the additional

Page 15 of 22



---



##### 



funds necessary or securing joint venture
partners to complete our capital programs. If we are
unsuccessful, we will have to prioritize our capital programs,
which may result in delaying and potentially losing some
valuable business opportunities.

Forward-Looking Statements

With the exception of historical information,
certain matters discussed in this Form 10-Q are forward
looking statements that involve risks and uncertainties. Certain
statements contained in this Form 10-Q, including
statements which may contain words such as could,
should, expect, believe,
will and similar expressions and statements relating
to matters that are not historical facts are forward-looking
statements. Such forward-looking statements involve known and
unknown risks and uncertainties which may cause our actual
results, performances or achievements to be materially different
from any future results, performance or achievements expressed
or implied by such forward-looking statements. Although we
believe that our expectations are based on reasonable
assumptions, we can give no assurance that our goals will be
achieved. Important factors that could cause actual results to
differ materially from those in the forward-looking statements
herein include, but are not limited to, our ability to raise
capital as and when required, the timing and extent of changes
in prices for oil and gas, competition, environmental risks,
drilling and operating risks, uncertainties about the estimates
of reserves and the potential success of gas-to-liquids
development technology, the prices of goods and services, the
availability of drilling rigs and other support services,
legislative and government regulations, political and economic
factors in countries in which we operate and implementation of
our capital investment program.



|        |                                                               
|------- | --------------------------------------------------------------
|Item 3. | Quantitative and Qualitative Disclosures About
    Market Risk

During the quarter ended September 30, 2002
we took steps to mitigate fluctuations in our cash flows as a
result of changes in oil prices by entering into a costless
collar hedge with a ceiling price of $28.95 per barrel and a
floor price of $24.00 per barrel using WTI as the index traded
on the NYMEX. The hedge is on the first 500 barrels of oil
produced per day in the U.S. for a six-month period
starting October 2002. We will continue to use our hedge
strategy in a prudent manner to take advantage of high oil
prices and to manage our cash flows from large fluctuations in
commodity prices.



|        |                        
|------- | -----------------------
|Item 4. | Controls and Procedures

Within 90 days prior to the date of this
report, the Company carried out an evaluation, under the
supervision and with the participation of the Companys
management, including the Companys CEO and CFO, of the
effectiveness of the design and operation of the Companys
disclosure controls and procedures pursuant to the 1934
Securities Exchange Act. Based upon that evaluation, the CEO and
CFO concluded that the Companys disclosure controls and
procedures are effective in timely alerting them to material
information required to be included in the Companys
periodic SEC filings relating to the Company (including its
consolidated subsidiaries). There were no significant changes in
our internal controls or in other factors that could
significantly affect our internal controls subsequent to the
date of their evaluation, nor any significant deficiencies or
material weaknesses in such internal controls requiring
corrective actions. As a result, no corrective actions were
taken.

Page 16 of 22



---



##### 



Part II  Other
Information



|        |                        
|------- | -----------------------
|Item 1. | Legal Proceedings: None



|        |                                                    
|------- | ---------------------------------------------------
|Item 2. | Changes in Securities and Use of Proceeds:
    None



|        |                                          
|------- | -----------------------------------------
|Item 3. | Defaults Upon Senior Securities:
    None



|        |                                                             
|------- | ------------------------------------------------------------
|Item 4. | Submission of Matters To a Vote of
    Securityholders: None



|        |                        
|------- | -----------------------
|Item 5. | Other Information: None



|        |                                     
|------- | ------------------------------------
|Item 6. | Exhibits and Reports on
    Form 8-K

(a) Exhibits

|        |      |             |  |                                                                                                               
|------- | ---- | ----------- |  | --------------------------------------------------------------------------------------------------------------
|Exhibit |      |            
|Number  |      | Description
|        |      |            
|        | 99.1 |             |  | Certification by the Chief Executive Officer
    Relating to a Periodic Report Containing Financial Statements
|        | 99.2 |             |  | Certification by the Chief Financial Officer
    Relating to a Periodic Report Containing Financial Statements

(b) Reports on Form 8-K.

None

SIGNATURE

Pursuant to the requirements of the Securities
Exchange Act of 1934, the Company has duly caused this report to
be signed on its behalf by the undersigned thereto duly
authorized.

IVANHOE ENERGY INC.

|       |  |                                                          | 
|------ |  | -------------------------------------------------------- | 
|By:    |  | /s/ John OKeefe                                         | 
|       |  |                                                          | 
|Name:  |  | John OKeefe                                             | 
|Title: |  | Executive Vice-President and
    Chief Financial Officer | 

Dated: November 12, 2002

Page 17 of 22



---



##### 



CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER
AND

CHIEF FINANCIAL OFFICER RELATING TO
INTERNAL


DISCLOSURE CONTROLS AND PROCEDURES


I, E. Leon Daniel, certify that:



|    |                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.  | I have reviewed this quarterly report on
    Form 10-Q of Ivanhoe Energy Inc.;                                                                                                                                                                                                                                                                                                                            
|   
|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 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.  | 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 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 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 persons performing the
    equivalent functions):                                                                                                                                           
|   
|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 officers
    and I have indicated in this quarterly 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.

Date: November 12, 2002

Chief Executive Officer

|    |  |                    | 
|--- |  | ------------------ | 
|By: |  | /s/ E. Leon Daniel | 
|    |  |                    | 
|    |  | E. Leon Daniel     | 

Page 18 of 22



---



##### 



I, John OKeefe, certify that:



|   |                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1  | I have reviewed this quarterly report on
    Form 10-Q of Ivanhoe Energy Inc.;                                                                                                                                                                                                                                                                                                                            
|  
|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 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  | 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 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 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 persons performing the
    equivalent functions):                                                                                                                                           
|  
|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 officers
    and I have indicated in this quarterly 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.

Date: November 12, 2002

Chief Financial Officer

|    |  |                  | 
|--- |  | ---------------- | 
|By: |  | /s/ John OKeefe | 
|    |  |                  | 
|    |  | John OKeefe     | 

Page 19 of 22



---



##### 



INDEX TO EXHIBITS

|        |      |             |  |                                                                                                           
|------- | ---- | ----------- |  | ----------------------------------------------------------------------------------------------------------
|Exhibit |      |            
|Number  |      | Description
|        |      |            
|        | 99.1 |             |  | Certification by Chief Executive Officer Relating
    to a Periodic Report Containing Financial Statements
|        | 99.2 |             |  | Certification by Chief Financial Officer Relating
    to a Periodic Report Containing Financial Statements

Page 20 of 22