-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UKGCAPm2tKkvCykkAb1NFURNnhIRVC4tSiaw0g8cNO7Lws4e5yPt+Z8erd2gp4mV 1mt4BZAmjLi+StFDT+JBcg== 0001137171-08-001091.txt : 20081128 0001137171-08-001091.hdr.sgml : 20081127 20081128144608 ACCESSION NUMBER: 0001137171-08-001091 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20081128 FILED AS OF DATE: 20081128 DATE AS OF CHANGE: 20081128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NXT Energy Solutions Inc. CENTRAL INDEX KEY: 0001009922 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 611126904 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24027 FILM NUMBER: 081220346 BUSINESS ADDRESS: STREET 1: 505 3RD STREET, S.W. STREET 2: SUITE 1400, CITY: CALGARY, T2P 3E6 STATE: A0 ZIP: 90035 BUSINESS PHONE: 403-264-7020 MAIL ADDRESS: STREET 1: 505 3RD STREET, S.W. STREET 2: SUITE 1400, CITY: CALGARY, T2P 3E6 STATE: A0 ZIP: 90035 FORMER COMPANY: FORMER CONFORMED NAME: ENERGY EXPLORATION TECHNOLOGIES / DATE OF NAME CHANGE: 20000628 FORMER COMPANY: FORMER CONFORMED NAME: PINNACLE OIL INTERNATIONAL INC DATE OF NAME CHANGE: 20000626 FORMER COMPANY: FORMER CONFORMED NAME: ENERGY EXPLORATION TECHNOLOGIES DATE OF NAME CHANGE: 20000616 6-K 1 nxt6k112808.htm NXT ENERGY SOLUTIONS FORM 6-K CC Filed by Filing Services Canada Inc. 403-717-3898

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934

For the month of November 2008

Commission File Number:  000-24027

 

Energy Exploration Technologies Inc.

(Translation of registrant's name into English)

 

1400, 505-3rd Street S.W.

Calgary, Alberta  T2P 3E6

Canada
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F  X     Form 40-F _____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  

Yes _____ No     X       

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  

Yes _____ No    X     

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes _____ No    X     

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):





The Issuer is filing material documents not previously filed.









TABLE OF CONTENTS


The following documents are filed as part of this Form 6-K:


 

 


Exhibit


Description

32.1

CEO Certification

32.2

CFO Certification

99.1

Third Quarter 2008 Financial Statements

99.2 Management's Discussion & Analysis









SIGNATURES

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

Date:  November 28, 2008

Energy Exploration Technologies Inc.

By:  

/s/ Ken Rogers

Name:

Ken Rogers

Title:

Vice-President Finance and Chief Financial Officer




EX-32.1 2 ceocert.htm CERTIFICATION CC - Filed by Filing Services Canada Inc. 403-717-3898


FORM 52-109F2


CERTIFICATION OF INTERIM FILINGS


I, George Liszicasz, Energy Exploration Technologies Inc.’s Chief Executive Officer, certify that:


1.

I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of Energy Exploration Technologies Inc., (the issuer) for the interim period ending September 30, 2008;


2.

Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;


3.

Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings;


 4.

The issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer, and we have:


(a)

designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared; and


(b)

designed such internal control over financial reporting, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP; and


5.

I have caused the issuer to disclose in the interim MD&A any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent interim period that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.



Date: November 28, 2008



   Signed “George Liszicasz”

George Liszicasz

Chief Executive Officer




EX-32.2 3 cfocert.htm CERTIFICATION CC - Filed by Filing Services Canada Inc. 403-717-3898


FORM 52-109F2


CERTIFICATION OF INTERIM FILINGS


I, Ken Rogers, Energy Exploration Technologies Inc.’s Chief Financial Officer, certify that:


1.

I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of Energy Exploration Technologies Inc., (the issuer) for the interim period ending September 30, 2008;


2.

Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;


3.

Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings;


 4.

The issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer, and we have:


(a)

designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared; and


(b)

designed such internal control over financial reporting, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP; and


5.

I have caused the issuer to disclose in the interim MD&A any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent interim period that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.



Date: November 28, 2008



    Signed “Ken Rogers”

Ken Rogers

Chief Financial Officer




EX-99.1 4 financials.htm FINANCIALS financials.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

NXT ENERGY SOLUTIONS INC

(Formerly Energy Exploration Technologies Inc)

As at and for three and nine months ended September 30, 2008

1


NXT ENERGY SOLUTIONS INC
(Formerly Energy Exploration Technologies Inc)
Consolidated Balance Sheets
(Unaudited) (Expressed in Canadian dollars except share data)
 
        September 30, 2008    December 31, 2007 
Assets             
Current assets:             
       Cash and cash equivalents    $ 329,951    $ 1,988,296 
       Short term investments        7,656,000    5,594,780 
       Accounts receivable        73,551    897,423 
       Prepaid expenses and other        31,812    122,291 
        8,091,314    8,602,790 
 
Oil and natural gas properties [note 3]        7,315    35,585 
Other property and equipment        647,729    504,160 
    $ 8,746,358    $ 9,142,535 
 
 
Liabilities and Shareholders' Equity             
Current liabilities:             
       Trade payables    $ 535,097    $ 516,232 
       Other accrued liabilities [note 4]        362,428    328,511 
       Unearned revenue        -    2,232,470 
       Convertible debentures [note 7]        -    178,540 
       Current portion of capital lease obligation        10,684    10,684 
       Asset retirement obligation [note 5]        188,486    - 
        1,096,695    3,266,437 
Long term liabilities:             
       Capital lease obligation        26,702    32,140 
        1,123,397    3,298,577 
 
Future operations [note 1]             
Subsequent event [note 6]             
 
Shareholders' equity:             
       Preferred shares: - authorized unlimited             
       Issued: 10,000,000        3,489,000    3,489,000 
       Common shares: - authorized unlimited             
       Issued: 30,701,796 shares issued as of September 30, 2008 (December 31, 2007 -         
       29,713,381) [note 6]        51,869,187    49,789,695 
       Contributed capital        3,311,615    3,416,207 
       Deficit        (51,757,776)    (51,561,879) 
       Accumulated other comprehensive income        710,935    710,935 
        7,622,961    5,843,958 
    $ 8,746,358    $ 9,142,535 

Signed "George Liszicasz"
Director

Signed "Charles Selby"
Director


The accompanying notes to these consolidated financial statements are
an integral part of these consolidated balance sheets.

2


NXT ENERGY SOLUTIONS INC
(Formerly Energy Exploration Technologies Inc)
Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)
(Unaudited) (Expressed in Canadian dollars except share data)
 
 
For the three months ended September 30,    For the nine months ended September 30, 
    2008    2007        2008    2007 
Revenue                     
       Survey revenue    $ 1,200,000    $ 500,000    $ 2,944,470    $ 3,263,620 
       Oil and natural gas revenue    (6,750)    7,183        4,439    27,575 
    1,193,250    507,183        2,948,909    3,291,195 
 
 
Expense                     
       Survey cost    68,803    27,317        211,084    375,061 
       Oil and natural gas operating expenses    11,568    851        12,564    3,117 
       Administrative    1,137,645    895,560        2,739,441    2,369,721 
       Depletion of oil and natural gas properties    -    5,608        4,372    16,396 
       Amortization and depreciation    46,893    39,282        122,155    87,545 
    1,264,909    968,618        3,089,616    2,851,840 
    (71,659)    (461,435)        (140,707)    439,355 
 
 
Other expense (income)                     
       Gain on sale of properties [note 3]    -    -        (20,325)    - 
       Interest income    ,    (22,199)        ,    (65,029) 
       Interest on convertible debentures [note 7]    -    -        -    162,082 
       Loss (gain) on foreign exchange    (6,727)    202,840        (26,115)    200,179 
       Other [note 11]    90,000    -        90,000    - 
       Abandonment [note 5]    188,486    -        188,486    - 
    218,980    180,641        55,190    297,232 
Net income (loss) and comprehensive income (loss)    $ (290,639)    $ (642,076)    $ (195,897)    $ 142,123 
 
 
Net income (loss) per share unit [note 6]                     
Basic    $ (0.01)    $ (0.02)    $ (0.01)    $ 0.01 
Diluted    $ (0.01)    $ (0.02)    $ (0.01)    $ 0.00 

     The accompanying notes to these consolidated financial statements are an integral part of these consolidated statements of income (loss) and comprehensive income (loss).

3


NXT ENERGY SOLUTIONS INC
(Formerly Energy Exploration Technologies Inc)
Consolidated Statements of Cash Flow
(Unaudited) (Expressed in Canadian dollars)
 
For the three months ended September 30,    For the nine months ended September 30, 
    2008    2007        2008    2007 
Operating activities                     
Net income (loss)    $ (290,639)    $ (642,076)    $ (195,897)    $ 142,123 
 
Amortization and depreciation    46,893    39,282        122,155    87,545 
Depletion of oil and natural gas properties    -    5,608        4,372    16,396 
Non-cash asset retirement obligation    188,486    -        188,486    - 
Costs settled by issuance of options or warrants    144,843    149,354        445,585    436,322 
Non-cash interest expense    819    -        2,574    162,082 
Unrealized foreign exchange gain    -    (95,520)        -    (95,520) 
Non-cash expense note payable    -    4,678        -    11,726 
Gain on sale of capital assets    -    -        (20,325)    - 
Changes in non-cash working capital                     
       Accounts receivable    1,806,829    322,938        823,872    45,067 
       Work-in-progress    -    -        -    - 
       Prepaid expenses and other    96,334    (55,260)        90,479    (37,608) 
       Unearned revenue    (1,831,694)    -        (2,232,470)    (197,105) 
       Trade payables    190,227    132,748        18,865    170,601 
       Other accrued liabilities    93,652    59,234        78,313    25,500 
Net cash generated (used) by operating activities    445,750    (79,014)        (673,991)    767,129 
 
Financing activities                     
Repayment of note payable    -    (3,946)        -    (44,683) 
Repayment of capital lease    (2,670)    (3,002)        (8,012)    (3,561) 
Repayment of registration penalty    -    -        (178,540)    - 
Exercise of options and warrants    24,675    849,858        1,484,919    888,898 
Net cash generated by financing activities    22,005    842,910        1,298,367    840,654 
 
Investing activities                     
Invested in other property and equipment    (162,011)    (151,732)        (265,724)    (270,688) 
Invested in oil and natural gas properties    -    (885)        (3,177)    (3,596) 
Proceeds on sale of oil and gas properties    -    -        47,400    35,000 
Increase in short term investments    (1,205,015)    (596,880)        (2,061,220)    (581,480) 
Net cash used by investing activities    (1,367,026)    (749,497)        (2,282,721)    (820,764) 
 
 
Net cash inflow (outflow)    (899,271)    14,399        (1,658,345)    787,019 
Cash and cash equivalents, beginning of period    1,229,222    1,765,235        1,988,296    992,615 
 
Cash and cash equivalents, end of period    $ 329,951    $ 1,779,634    $ 329,951    $ 1,779,634 
 
Cash interest paid    $ 819    $ 4,347    $ 2,574    $ 11,726 

The accompanying notes to these consolidated financial statements
are an integral part of these consolidated statements of cash flows.

4


NXT ENERGY SOLUTIONS INC
(Formerly Energy Exploration Technologies Inc)
Consolidated Statements of Shareholders' Equity
(Unaudited) (Expressed in Canadian dollars except share data)
For the three months ended September 30,    For the nine months ended September 30, 
    2008    2007    2008    2007 
Common Shares                 
Balance at the beginning of the period    $ 51,831,580    $ 46,071,509    $ 49,789,695    $ 45,771,024 
 
Issued upon exercise of stock options and warrants    52,541    1,257,524    2,100,270    1,311,791 
Issued through conversion of debentures    -    -    -    246,218 
Share purchase loan    (14,934)    -    (65,174)    - 
Shares issued for services    -    -    44,396    - 
Balance at end of the period    51,869,187    47,329,033    51,869,187    47,329,033 
 
 
Preferred Shares                 
Balance at the beginning and end of the period    3,489,000    3,489,000    3,489,000    3,489,000 
 
 
Contributed Capital                 
Balance at the beginning of the period    3,179,704    3,877,326    3,416,207    3,605,585 
Fair market value of options and warrants    144,843    (258,312)    445,585    13,429 
Contributed capital transferred to shares pursuant                 
to exercise of options and warrants    (12,932)    -    (550,177)    - 
Balance at end of the period    3,311,615    3,619,014    3,311,615    3,619,014 
 
 
Deficit                 
Balance at the beginning of the period    (51,467,137)    (51,128,111)    (51,561,879)    (51,912,310) 
Net income (loss) for the period    (290,639)    (642,076)    (195,897)    142,123 
Balance at end of the period    (51,757,776)    (51,770,187)    (51,757,776)    (51,770,187) 
 
 
Accumulated Other Comprehensive Income                 
Balance at beginning and end of the period    710,935    710,935    710,935    710,935 
 
 
Total Shareholders' Equity end of period    $ 7,622,961    $ 3,377,795    $ 7,622,961    $ 3,377,795 

     The accompanying notes to the consolidated financial statements are an integral part of the condensed consolidated statements of shareholder's equity.

5


     NXT ENERGY SOLUTIONS INC (Formerly Energy Exploration Technologies Inc) Notes to the Consolidated Financial Statements

As at and for the three and nine month period ended September 30, 2008 (Unaudited) (Expressed in Canadian dollars)

1. Organization and Ability to Continue Operations

NXT Energy Solutions Inc ("we", "company" or "NXT" ) was incorporated under the laws of the State of Nevada on September 27, 1994. NXT was continued from the State of Nevada to the Province of Alberta, Canada on October 24, 2003. The shareholders voted on and approved this change which moved the jurisdiction of incorporation from the U.S. to Canada. In November 2007 at our Annual General Meeting the shareholders voted on and approved changing our name. Effective September 22, 2008 our name changed from Energy Exploration Technologies Inc to NXT Energy Solutions Inc.

We own a proprietary technology called Stress Field Detection (“SFD”). SFD is a remote sensing airborne survey system that is designed to identify areas with oil and natural gas reserve potential. This technology was acquired from its current CEO and President on December 31, 2005 following a ten year period wherein the company controlled the technology through a series of licensing agreements. For the ten year period prior to 2006 the company had engaged in extensive activities that were effective in developing the technology to a stage wherein SFD was both technically ready and had the required industry validation to embark on the commercial phase of the company. These early activities included conducting SFD surveys for oil and gas industry partners on a cost recovery basis and participating as a joint venture partner in SFD identified exploration wells. By December 31, 2005 the company had generated approximately $47.6 million of accumulated deficits in conducting these activities.

In 2006 the company commenced commercial operations with the objective of generating net income through a business model of providing SFD survey services on a fee-for-service basis. For the year ended December 31, 2006 the company was successful in completing its first fee-for-service SFD survey, earning survey revenue of $1,200,000 and generating a net loss of $4,274,105. For the year ended December 31, 2007 our survey revenue increased to $5,608,432 and we generated net income of $350,432 and generated cash from operating activities of $3,854,084.

For the nine months ended September 30, 2008 the company recognized $2,944,470 in SFD survey revenue, had a net loss of $195,897 and used $673,991 of cash in operating activities.

The company is in the early stage of commercializing its SFD technology. Its ability to generate cash flow from operations will depend on its ability to service its existing clients and develop new clients for its SFD services. Management recognizes that this early commercialization phase can last for several years. Consistent with this early stage of commercialization the company has a significant economic dependency on a few clients. While the company is in this early stage of commercialization the company’s financial position is materially impacted by the loss or gain of any one client.

The company anticipates generating both net income and cash from operations in future years with this business model; however this outcome cannot be predicted with certainty at this time. The company has an extensive prior history of generating net losses. These consolidated financial statements do not include any adjustments to amounts and classifications of assets and liabilities that may be necessary should we be unable to generate sufficient net income and cash from operations in future years in order to continue as a going concern.

2. Significant Accounting Policies

Basis of Presentation

These interim consolidated financial statements have been prepared by management in accordance with generally accepted accounting principles of the United States of America in accordance with the same accounting policies and methods used in preparing the consolidated financial statements for the fiscal year ended December 31, 2007, except as disclosed below. These interim statements should be read in conjunction with the 2007 annual consolidated financial statements as they contain disclosure which is supplemental to our annual consolidated financial statements and accordingly certain disclosure normally required for annual financial statements has been condensed or omitted.

6


In the year ended and as at December 31, 2007, the company's Canadian dollar functional currency financial statements were translated into United States dollars for reporting purposes. As of January 1, 2008 the company commenced reporting its financial statements in its Canadian dollar functional currency. The Canadian dollar was adopted for reporting purposes in 2008 as all our operations are now located in Canada.

For periods prior to 2007, when the functional currency of the company was the U.S. dollar, assets and liabilities were translated from the U.S. dollar functional currency to the Canadian dollar using period end exchange rates. The statements of operations and cash flows were translated at period average exchange rates. Any difference was recorded as an adjustment to accumulated other comprehensive income. At January 1, 2008 $710,935 was recorded as an adjustment to accumulated other comprehensive income.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements”. Statement No. 157 provides a common definition of fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. However, this Statement does not require any new fair value measurements. Statement No. 157 was adopted effective January 1, 2008. The adoption of this standard did not impact the financial position, results of operation or cash flow of the company.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment of FASB Statement No. 115 .” This pronouncement permits entities to use the fair value method to measure certain financial assets and liabilities by electing an irrevocable option to use the fair value method at specified election dates. After election of the option, subsequent changes in fair value would result in the recognition of unrealized gains or losses as period costs during the period the change occurred. SFAS No. 159 was adopted effective January 1, 2008. The adoption of this standard did not impact the financial position, results of operation or cash flow of the company.

Recent Accounting Pronouncements

SFAS No. 141(R) replaces SFAS No. 141, Business Combinations . SFAS No. 141(R) retains the fundamental requirements of SFAS No. 141 that the acquisition method of accounting be used for all business combinations and for an acquirer to be identified for each business combination, with the objective of improving the relevance and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. The requirements of this standard are not anticipated to have a material impact on the results of the company.

SFAS No. 160 clarifies the classification of non-controlling interests in consolidated statements of financial position and the accounting for and reporting of transactions between the reporting entity and holders of such non-controlling interests. The company does not have non-controlling interests and therefore is not affected by the changes resulting from this standard.

SFAS No. 161, which amends SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, requires companies with derivative instruments to disclose information about how and why a company uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS 133, and how derivative instruments and related hedged items affect a company’s financial position, financial performance, and cash flows. The required disclosures include the fair value of derivative instruments and their gains or losses in tabular format, information about credit-risk-related contingent features in derivative agreements, counterparty credit risk, and the company’s strategies and objectives for using derivative instruments. SFAS 161 is effective prospectively for periods beginning on or after November 15, 2008. We are currently evaluating the impact that SFAS No. 161 may have on our financial statement disclosures.

In May 2008, FASB issued SFAS No. 162 “The Hierarchy of Generally Accepted Accounting Principles” which codifies the sources of accounting principles and the related framework to be utilized in preparing financial statements in conformity with U.S. GAAP. The adoption of this standard is not expected to impact the financial position, results of operation or cash flow of the company.

3. Oil and Natural Gas Properties

Effective April 1, 2008, the company sold its 22.5% working interest in a well at Entice, Alberta for a net proceeds of $47,400. Following the effective date, the company ceased to hold working interests in any producing wells. The company's interests in oil and gas properties consists of undeveloped land and royalty interests.

7


4. Accrued Liabilities         
 
    For the nine months ended    For the year ended 
    September 30, 2008    December 31, 2007 
       Accrued legal and accounting    $ 118,250    $ 186,311 
       Accrued commission on sales    -    64,568 
       Consultant fees    233,052    - 
       Other    11,126    77,632 
    $ 362,428    $ 328,511 
 
5. Asset Retirement Obligation         

The asset retirement obligations relate to wells where the company has outstanding abandonment and reclamation obligations in accordance with government regulations. Management conducted a review in 2008 of all wells for which NXT had a historical participation and determined a net 1.1 (8 actual) wells drilled in the years 2000 through 2004 still require abandonment. Management has determined the asset retirement obligation based upon estimates of the costs to remediate, reclaim and abandon the wells and the estimated timing of the costs to be incurred. At September 30, 2008, the asset retirement obligation is estimated to be $28,338 (December 31, 2007 – $nil), based on a total future liability of $42,454. These obligations are estimated to be settled in five years. This amount has been calculated using an inflation rate of 3.4% and discounted using a credit-adjusted risk-free interest rate of 10.0% .

In 2008 the company recorded an actual obligation of $160,148 in respect to one well drilled in 2000 and abandoned in 2008 for which no asset retirement obligation had been recorded.

    For the nine months ended     
The following table reconciles the asset retirement obligations:    September 30, 2008     
       Asset retirement obligation, beginning of year    -     
       Expenditures recorded in period    186,509     
       Accretion    1,977     
       Costs incurred    -     
       Asset retirement obligation, end of period    $ 188,486     
 
6. Common Shares         
 
The following table provides a continuity of common shares and value since December 31, 2007.     
    Common Shares 
    Shares    Amount 
As at December 31, 2007    29,713,381    $ 49,789,695 
Transactions during the three months ended March 31, 2008         
 Ï Issued to discharge accrued liabilities outstanding as at December 31, 2007    9,205    44,396 
 Ï Issued on exercise of options    190,000    129,558 
Transactions during the three months ended June 30, 2008         
 Ï Share purchase loan    -    (50,240) 
 Ï Issued on exercise of warrants    702,543    1,918,171 
Transactions during the three months ended September 30, 2008         
 Ï Share purchase loan    -    (14,934) 
 Ï Issued on exercise of options    86,667    52,541 
As at September 30, 2008    30,701,796    $ 51,869,187 

In the second quarter of 2008 a $50,240 loan was extended to an officer of the company for the purpose of purchasing 25,000 NXT shares pursuant to the exercise of warrants. The loan is unsecured without interest or stated terms of repayment. Compensation expense of $25,085 was recorded in administrative expense as a result of extending the loan.

In the third quarter of 2008 a $14,934 loan was extended to an officer and director of the company for the purpose of purchasing 40,000 NXT shares pursuant to the exercise of options. Subsequent to the end of the quarter the loan has been repaid.

8


Reconciliation of Earnings per Share Calculations                 
For the three months ended September 30, 2008                 
        Weighted Average         
    Net Income    Shares Outstanding    Per Share     
       Basic and diluted    $ (290,639)    30,636,216    $ (0.01) 
 
For the nine months ended September 30, 2008                 
        Weighted Average         
    Net Income    Shares Outstanding    Per Share     
       Basic and diluted    $ (195,897)    30,247,129    $ (0.01) 
 
For the three months ended September 30, 2007                 
        Weighted Average         
    Net Income    Shares Outstanding    Per Share     
       Basic and diluted    $ (642,076)    27,614,146    $ (0.02) 
 
For the nine months ended September 30, 2007                 
        Weighted Average         
    Net Income    Shares Outstanding    Per Share     
       Basic    $ 142,123    27,415,142    $ 0.01 
       Options assumed exercised        2,312,705         
       Warrants assumed exercised        3,852,368         
       Preferred shares assumed converted        2,000,000         
       Shares assumed purchased        (4,796,774)         
       Diluted    $ 142,123    30,783,441    $ 0.00 
 
7. Convertible Debentures                 

During 2005 we closed United States dollar denominated private placement bridge-financing contracts. Pursuant to these contracts the company issued financial instruments that converted automatically into U.S. $1,955,342 of debentures and 1,989,265 warrants in exchange for cash proceeds of U.S. $1,649,764 (net of commission paid of U.S. $24,928) and the conversion of note payable and accrued interest of U.S. $280,650 for aggregate net proceeds of U.S. $1,930,414. The debentures were all converted into common shares in 2006 and 2007.

The value of the convertible debenture and the conversion feature as at September 30, 2008 and December 31, 2007 are as follows:

    For the nine months ended    For the year ended 
    September 30, 2008    December 31, 2007 
Debenture carrying value, registration penalty and accrued interest at beginning of period    $ 178,540    $ 663,294 
Expense including interest, registration penalty and foreign exchange adjustment    -    24,883 
Converted to common shares    -    (165,813) 
Registration penalty paid    (178,540)    (343,824) 
Debenture carrying value, registration penalty and accrued interest at end of period    $ -    $ 178,540 
 
Conversion feature carrying value at beginning of period    $ -    $ 80,406 
Converted to common shares    -    (80,406) 
Carrying amount of the conversion feature at end of period    $ -    $ - 

9


8. Employee, Directors and Contractor Options             
 
We have summarized below all outstanding options under the Plans as of September 30, 2008:     
 
        Weighted average        Weighted average 
        exercise price of        exercise price of 
Range of exercise prices in U.S. dollars    Outstanding options    outstanding options    Options exercisable    exercisable options 
$0.50 - $0.99    341,741    $ 0.73    325,074    $ 0.70 
$1.00 - $1.99    1,471,463    $ 1.54    577,296    $ 1.38 
$2.00 - $3.99    157,000    $ 2.18    114,000    $ 2.12 
Over $4.00    300,000    $ 4.90    -               $ - 
    2,270,204    $ 1.90    1,016,370    $ 1.24 
 
            Weighted average remaining 
Range of exercise prices in U.S. dollars                contractual life (years) 
$0.50 - $0.99                1.9 
$1.00 - $1.99                2.5 
$2.00 - $3.99                2.3 
Over $4.00                4.2 
                2.6 
 
    For the nine months ended September 30, 2008    For the year ended December 31, 2007 
        Weighted average        Weighted average 
Exercise prices in U.S. dollars    # of options    exercise price    # of options    exercise price 
Outstanding at beginning of period    2,348,371    $ 1.72    1,588,205    $ 1.15 
Granted    403,500    $ 2.05    1,220,500    $ 2.32 
Expired    (205,000)    $ 2.13    (197,334)    $ 1.57 
Exercised    (276,667)    $ 0.44    (263,000)    $ 1.14 
Options outstanding as at end of period    2,270,204    $ 1.90    2,348,371    $ 1.72 
Exercisable as at end of period    1,016,370    $ 1.24    1,014,538    $ 1.14 

Unvested options outstanding as of September 30, 2008 and December 31, 2007 generally vest over the three year period starting from the date of grant dependant on the continued provision of services. The options generally vest one-third at the end of each of the first three years following the grant date. Options generally expire, if unexercised, five years from the date of vesting.

Compensation Expense Associated with Grant of Options

The grant date fair value is calculated in U.S. dollars using the Black Scholes option valuation model utilizing the following weighted average assumptions:

    For nine months ended    For the year ended 
                     September 30,             December 31 
    2008    2007 
Expected dividends paid per common share    Nil    Nil 
Expected life (years)    3    3 
Expected volatility in the price of common shares (%)    88%    65% 
Risk free interest rate (%)    4%    4% 
Weighted average grant date fair market value per share    $ 1.19    $ 1.96 
Intrinsic value of options exercised    $ 2.18    $ 2.87 

As of September 30, 2008 and December 31, 2007 there were U.S. $1,082,295 and U.S. $1,242,910 respectively of total unrecognized compensation cost related to non-vested share-based compensation awards granted under the stock option plans. This cost will be recognized over the remaining vesting period.

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9. Warrants 

               
 
    For the nine months ended September 30, 2008                     For the year ended December 31, 2007 
        Weighted average        Weighted average 
    # of warrants    exercise price    # of warrants    exercise price 
       Outstanding as at beginning of the period    2,776,560    $ 1.96 U.S.    4,615,825    $ 1.54 U.S. 
       Issued for services    -    $ -    150,000    $ 2.20 Cdn 
       Exercised    (702,543)    $ 2.00 U.S.    (1,989,265)    $ 1.00 U.S. 
       Expired    (1,924,017)    $ -    -    $ - 
       Outstanding as at end of the period    150,000    $ 2.20 Cdn    2,776,560    $ 1.96 U.S. 
 
    For the nine months ended September 30, 2008                     For the year ended December 31, 2007 
        Weighted average        Weighted average 
    Outstanding    remaining contractual        remaining contractual life 
       Exercise prices    warrants    life (years)    Outstanding warrants    (years) 
       $ 1.60 U.S.    -    0.0    350,000    0.3 
       $ 2.00 U.S.    -    0.0    2,276,560    0.3 
       $ 2.20 Cdn    150,000    1.2    150,000    2.0 
    150,000    1.2    2,776,560    0.4 

The company has historically issued warrants in U.S. and Canadian dollars. At September 30, 2008, all warrants outstanding are exercisable in Canadian dollars.

10. Related Party Transactions

Summarized below is information concerning related party transactions and balances not disclosed elsewhere in these consolidated financial statements for the nine months ended September 30, 2008 and the year ended December 31, 2007.

    For the three months ended Sep. 30,    For the nine months ended Sep. 30, 
                                     2008    2007                                         2008    2007 
Interest expense recognized or paid to related                 
parties and officers   

$ -

  $ 3,377   

$ -  

  $10,425 
 
11. Commitments and Contingencies                 

In 2002 we were served a Statement of Claim whereby the plaintiff alleged that NXT failed to pay him compensation of $74,750, plus interest, under a consulting agreement and further alleged that NXT unlawfully obstructed him from trading his shares of NXT. On December 10, 2002 we filed our Statement of Defense. The plaintive is a past president and director of NXT. On August 15, 2008 a settlement was reached on this Statement of Claim wherein we paid $90,000 and the plaintiff provided us with a complete release to any claim against NXT, its directors or officers, or any claim of an interest in the SFD technology.

On March 18, 2003 we were served a Statement of Claim naming NXT and others as defendants. The plaintiffs allege that the defendants were negligent and in breach of a ferry flight contract under which an aircraft was to be delivered to Greece. The aircraft crashed enroute. The Plaintiffs are seeking, among other things, damages in the amount of Cdn. $450,000 or loss and damages to the aircraft and cargo, and damages in respect to search and rescue expenses, salvage, storage, transportation expenses and pollution and contamination expenses. NXT was not party to the Ferry Flight Contract. The outcome of the claim is not determinable. Management believes the claim is without merit and we intend to defend ourselves against the claim.

In May 2008 we entered into a revised lease agreement for expanded office space in our current location. The original lease was for a six year term beginning November 1, 2006 and ending October 31, 2012. The amended lease is effective June 1, 2008 and ends October 31, 2012. The minimum sublease payments will be $29,483 per month beginning June 1, 2008 and $30,729 per month for the final three years of the lease. The letter of credit obligation expired and was not reissued for the benefit of the landlord.

11


12. Comparative Figures

Certain amounts in the consolidated financial statements have been reclassified in the comparative periods to conform to the current year's presentation. All comparative periods have been converted from the company's prior reporting currency, the U.S. dollar, to the current reporting and functional currency the Canadian dollar.

12


EX-99.2 5 mda.htm MD&A mda.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

NXT ENERGY SOLUTIONS INC

     (Formerly Energy Exploration Technologies Inc) As at and for three and nine months ended September 30, 2008

MANAGEMENT'S DISCUSSION AND ANALYSIS

As used in this MD&A, the terms "we", "us", "our", "NXT" and "company" mean NXT Energy Solutions Inc.

Our reporting currency is the Canadian dollar. All references to "dollars" in this MD&A refer to Canadian or Cdn. dollars unless specific reference is made to United States or U.S. dollars.

Forward-Looking Statements

Certain statements in this document may constitute "forward-looking statements". These forward-looking statements can generally be identified as such because of the context of the statements including words such as "believes", "anticipates", "expects", "plans", "estimates" or words of a similar nature.

These forward-looking statements are based on current expectations and are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Except as required by law, the company assumes no obligation to update forward-looking statements should circumstances or the company's estimates or opinions change.

Description of Business

NXT is a Calgary based technology-driven exploration company in the business of providing wide-area airborne exploration services to the oil and gas industry. The company utilizes its proprietary Stress Field Detection ("SFD") Survey System to offer its clients a unique, low cost service to rapidly identify sub-surface structures with reservoir potential in sedimentary basins. The value of the service is providing clients with an efficient, cost effective method of surveying large areas and delivering an inventory of SFD prospects with high potential. The SFD-based exploration process substantially reduces the need for two dimensional reconnaissance seismic thus saving clients valuable time and money. SFD surveys are environmentally non-invasive, do not require permitting and can be utilized year round in onshore and offshore operations regardless of surface conditions. NXT offers its services world-wide with the objective of providing its clients an efficient, accurate and reliable method to explore for hydrocarbons.

On September 22, 2008 the company changed its name from Energy Exploration Technologies Inc to NXT Energy Solutions Inc. This change was approved by shareholders during the November 29, 2007 Annual General Meeting. The name change was implemented to better reflect our principal activities and now aligns with our trademark NXT. The trading symbol for the TSX-V (SFD.V) remains unchanged as does our trading symbol (EFW) for the Frankfurt exchange. In accordance to regulations, our NASDAQ OTCBB symbol was changed to NSFDF.OB (from the old symbol ENXTF.OB).

Overall Performance

NXT has been adversely affected by the unprecedented downturn in the financial markets. As a result of these market conditions the surveys planned by two junior oil and gas clients in the fourth quarter of 2008 have either been delayed or cancelled as our clients attempt to secure financing or re-evaluate their capital programs. We currently have no contracts outstanding and have no certainty that we will secure any survey contracts throughout the balance of 2008 despite expressed intensions by these junior domestic clients to conduct SFD surveys by year end.

1


As a result of this uncertainty within our domestic market we have commenced international sales initiatives to secure contracts for 2009 and beyond. These initiatives include attendance at three industry conferences since September 2008 and engaging international sales representatives. As a result of these initiatives the company is in active discussions with potential clients to conduct surveys in several international locations.

We are encouraged by our early success in identifying qualified prospects and will continue to ramp-up our sales and operational capacity to pursue international opportunities. Our strong financial position with excellent cash reserves provides an enviable platform to execute our business plan and to attract the management talent required to succeed.

Our focus for the balance of 2008 is to:

  • Pursue domestic clients for a potential survey contract to complete throughout the balance of 2008.
  • Ramp-up management capacity with an ongoing recruiting effort to hire a Chief Operating Officer, Vice President Geosciences and Vice President Sales and Marketing.
  • Improve the marketing and sales material with a specific purpose of providing strong client case studies reflecting the considerable success enjoyed by clients using our SFD survey system since 2006.
  • Plan for active participation in both domestic and international geological and geophysical conferences focused on oil and gas exploration.

Although the recent weakness in our marketplace is unfortunate we are confident in the future of the company. Client successes using our technology provide strong assurances of the long term value of our survey system to the oil and gas industry.

Results of Operations

The company reported a loss of $195,897 for the nine months ended September 30, 2008.

In the three months ended September 30, 2008 we completed one SFD survey with a contracted value of $1,200.000 bringing our total for the first nine months of 2008 to $2,944,470 for two completed SFD surveys. Contracts include provisions for the company to be granted Gross Overriding Royalty Rights (“Royalty”) on any land developed by clients as a result of information derived from SFD surveys.

Revenue                 
    For the three months ended Sep. 30,    For the nine months ended Sep. 30, 
    2008    2007    2008    2007 
       SFD survey revenue    $ 1,200,000    $ 500,000    $ 2,944,470    $ 3,263,620 
       Oil & gas revenue    (6,750)    7,183    4,439    27,575 
       Total revenue    $ 1,193,250    $ 507,183    $ 2,948,909    $ 3,291,195 

Survey Revenue

In the nine months ended September 30, 2008 the company recognized $2,944,470 of SFD survey revenue related to two contracts for existing clients (nine months ended September 30, 2007 - $3,263,620 for three contracts). In the three months ended September 30, 2008 we recognized $1,200,000 for one SFD survey contract (Q3 2007 - $500,000 for one SFD survey). The contracts entitle the company to a Royalty for any future production resulting from the SFD survey.

Oil & Natural Gas Revenue

Effective April 1, 2008, the company sold its 22.5% working interest in a well at Entice, Alberta for a net proceeds of $47,400. Following the effective date the company ceased to hold working interests in any producing wells. The company's interests in oil and gas properties consist of undeveloped land and Royalty interests. Oil and gas revenue for Q3 2008 reflects an adjustment of previous accruals.

The company holds Royalty interests in two producing wells in Alberta and an entitlement to Royalties on future production on much of the land where we have conducted surveys for clients. We are optimistic on generating additional Royalty income from these surveyed areas as our clients are actively pursuing exploration programs on these surveyed areas. There is no certainty Royalties will be earned from these entitlements.

2


    For the three months ended Sep. 30,    For the nine months ended Sep. 30, 
    2008    2007    2008    2007 
Gross overriding royalty    $ 514    $ 1,087    $ 1,168    $ 3,755 
Oil and natural gas revenue; net of royalty expense    (7,264)    6,096    3,271    23,820 
Revenues; net of royalty expense    $ (6,750)    $ 7,183    $ 4,439    $ 27,575 
 
Income from Operations                 
We had a loss from operations of $71,659 for the three months ended September 30, 2008 (2007 - loss of $461,435) with an operating 

loss of $140,707 for the nine months ended September 30, 2008 (2007 - operating income of $439,355) representing an overall increase of $389,776 and a decrease of $580,062 respectively for the same periods last year.

Expenses                     
    For the three months ended Sep. 30,    For the nine months ended Sep. 30, 
    2008    2007    2008    2007 
Survey cost    $ 68,803    $ 27,317    $ 211,084    $ 375,061 
Oil and natural gas operating expenses    11,568        851    12,564    3,117 
Administrative    1,137,645        895,560    2,739,441    2,369,721 
Depletion of oil and natural gas properties    -    5,608    4,372    16,396 
Amortization and depreciation    46,893        39,282    122,155    87,545 
    $ 1,264,909    $ 968,618    $ 3,089,616    $ 2,851,840 

Expenses - for the three months and nine months ended September 30, 2008 and 2007

  • To date in 2008 we have had survey costs of $211,084 ($375,061 - 2007) which includes commissions on sales of Nil (2007 - $164,977). For the three months ended September 30, 2008 we had survey costs of $68,803 compared to $27,317 for the same period in 2007. The higher survey costs in Q3 2008 are due to a larger survey being completed in 2008.
  • The administrative cost increase of $369,720 for the first nine months of 2008 (Q3 2008 - $242,085) in comparison to the first nine months of 2007 relates mainly to an increase in consulting fees. The increased consultant expenses include fees for electronic design and development, investor relations, an executive compensation study, geoscience advisory services and sales and marketing strategy development.
  • The company sold its working interest in a well at Entice, Alberta and therefore will no longer have depletion of oil and natural gas properties.
  • The company expanded its office space in its existing building incurring costs to update and furnish the facilities. We also invested in additional equipment required to develop sensors. This has resulted in an increase in amortization and depreciation costs.
Other Expense (Income)                 
    For the three months ended Sep. 30,    For the nine months ended Sep. 30, 
    2008    2007    2008    2007 
Convertible debenture interest:                 
Change in fair market value of conversion feature    $ -    $ -    $ -    $ 5,905 
Convertible debenture 10% interest    -    -    -    2,669 
Convertible debenture registration penalty    -    -    -    153,508 
    -    -    -    162,082 
Interest income    (52,779)    (22,199)    (176,856)    (65,029) 
Gain on sale of properties    -    -    (20,325)    - 
Loss (gain) on foreign exchange    (6,727)    202,840    (26,115)    200,179 
Other    90,000    -    90,000    - 
Abandonment    188,486    -    188,486    - 
Other expense (income)    $ 218,980    $ 180,641    $ 55,190    $ 297,232 
 
 Ï Refer to the annual MD&A for a full disclosure regarding the company's registration penalty obligation.     

3


  • The net change in convertible debenture interest is due to the conversion of all convertible debt as well as the payout of accrued interest and registration penalty accruals in 2007 and 2008.
  • Interest income was offset by interest expense resulting in $52,779 net income in Q3 2008 (cumulative $176,856) as compared to $22,199 net income in Q3 2007 (cumulative $65,029). The 2008 increase in income is due to increased short term investments generating interest income.
  • In the third quarter of 2008 the company paid out $90,000 to settle a Statement of Claim that was outstanding since 2002. The plaintive was a past president and director of NXT.
  • Management conducted a review in 2008 of all wells for which NXT had a historical participation and determined a net 1.1 (8 actual) wells drilled from 2000 through 2004 that still require abandonment. Management determined the asset retirement obligation based upon estimates of the costs to remediate, reclaim and abandon the wells and the estimated timing of the costs to be incurred. At September 30, 2008 the abandonment expense is estimated to be $28,338 (September 30, 2007 - Nil). These obligations are estimated to be settled in five years. In addition the company recorded an obligation of $160,148 in respect to a well drilled in 2000 and abandoned in 2008 for which no previous abandonment obligation had been anticipated.

Loss (Gain) on Foreign Exchange

Loss or gain on foreign exchange is caused by changes in the relative exchange values of the U.S. and Canadian dollars. For example when the Canadian dollar trades higher relative to the U.S. dollar, cash held in U.S. dollars will decline in value and this decline will be reflected as a foreign exchange loss in a period. In 2007 the company held United States dollars in cash and short term investments as well as convertible debenture obligations. In 2008 nearly all cash and investments were converted to Canadian dollars to reduce the impact caused by market volatility.

The equivalent Canadian dollars for a U.S. dollar changed from $0.9928 on January 1, 2008 to $1.0599 as at September 30, 2008 resulting in a loss of $26,115 to date in 2008; whereas the change was from $1.0197 as at June 30, 2008 to $1.0599 as at September 30, 2008 ($0.9948 as at September 30, 2007) resulting in a third quarter 2008 loss of $6,727.

Summary of Quarterly Results                 
 
    Sep 30, 2008    Jun 30, 2008    Mar 31, 2008    Dec 31, 2007 
Revenue    $ 1,193,250    $ 1,749,076    $ 6,583    $ 2,350,492 
Net income (loss) from continuing operations    (290,639)    806,619    (711,877)    208,307 
Basic earnings (loss) per share    (0.01)    0.03    (0.02)    0.01 
Diluted earnings (loss) per share    $ (0.01)    $ 0.02    $ (0.02)    $ 0.01 
 
    Sep 30, 2007    Jun 30, 2007    Mar 31, 2007    Dec 31, 2006 
Revenue    $ 507,183    $ 2,772,806    $ 11,206    $ 1,216,064 
Net income (loss) from continuing operations    (642,076)    1,665,080    (880,881)    (942,613) 
Basic earnings (loss) per share    (0.02)    0.06    (0.03)    (0.03) 
Diluted earnings (loss) per share    $ (0.02)    $ 0.05    $ (0.03)    $ (0.03) 

The company is in the early stage of commercializing its SFD technology. Its ability to generate cash flow from operations will depend on its ability to service its existing clients and develop new clients for its SFD services. Management recognizes that this early commercialization phase can last for several years. Consistent with this early stage of commercialization, the company has a significant economic dependency on a few clients. In 2006, we had two clients who accounted equally for 100% of our survey revenue. In 2007, the company's largest client accounted for 81% of its survey revenue and three clients accounted for 100% of survey revenue. At September 30, 2008 we had survey revenue of $2,944,470 from two existing clients. While the company is in this early stage of commercialization, the company’s financial position is materially impacted by the loss or gain of any one client.

4


In comparing Q3 2008 to Q2 2008; the company recognized $1,200,000 in SFD survey revenue for one completed survey contract in the third quarter ($1,744,470 in Q2) resulting in net income. We settled a Statement of Claim from 2002 for $90,000 wherein the plaintiff was a past president and director. Management conducted a review in 2008 of all wells for which NXT had a historical participation and determined a net 1.1 (8 actual) wells drilled from 2000 through 2004 that still require abandonment. The asset retirement obligation is based upon estimates of the costs to remediate, reclaim and abandon the wells and the estimated timing of the costs to be incurred. The abandonment expense recorded in Q3 2008 is $28,338. In addition, the company recorded an obligation of $160,148 in respect to a well drilled in 2000 and abandoned in 2008 for which no previous abandonment obligation had been anticipated.

In comparing Q2 2008 to Q1 2008; the company recognized $1,744,470 in SFD survey revenue for one completed survey contract in the second quarter (Nil in Q1) resulting in net income. We sold our producing well for net proceeds of $47,400 which generated a gain on disposal of $20,325.

In comparing Q1 2008 to Q4 2007; there is no survey revenue recognized in the first quarter of 2008 (Q4 2007 - $2,344,812 for two surveys). $1,220,940 of invoiced services was recorded as unearned revenue at March 31, 2008 and was recognized as revenue in Q2 2008 in addition to the final invoice of $523,530 that was billed in Q2 2008.

In comparing Q4 2007 to Q3 2007; revenue of $2,344,812 for the completion of two SFD survey contracts was recognized in the fourth quarter of 2007 (Q3 - $500,000 from one contract) resulting in a net income. Survey costs were correspondingly higher in the fourth quarter ($439,282) than in the third quarter ($27,317). In addition $174,500 in bonuses were paid out in Q4 (Q3 - Nil).

In comparing Q3 2007 to Q2 2007; revenue of $500,000 for the completion of one SFD survey contract was recognized in the third quarter of 2007 while Q2 had survey revenue of $2,763,620 from two contracts. The administrative cost increases in the third quarter over the second quarter of $160,600 are due to increases in stock based compensation plus increased accruals in interim audit and review fees. As well, other expenses increased by U.S. $193,234 on unrealized exchange losses on U.S. denominated cash and short term investments that was partially offset by exchange gains related on the accrued U.S. dollar convertible debentures registration penalty.

In comparing Q2 2007 to Q1 2007; revenue for the completion of two 2007 SFD survey contracts was recognized in the second quarter resulting in a positive cash flow; for the first quarter the survey contracts had been flown, but not completed, so the progress payments were on the balance sheet as unearned revenue. The only revenue recognized for the first quarter was for oil and natural gas and one GORR.

In comparing Q1 2007 to Q4 2006; revenue for the completion of our first completed SFD survey contract was recognized in the fourth quarter of 2006; in the first quarter of 2007 all survey progress payments were held on the balance sheet as unearned revenue related to two SFD contracts that had not yet been completed.

Liquidity and Capital Resources

The company's cash position in Q3 2008 continues to be healthy. Our cash and equivalents and short term investments held on account as of November 26, 2008 is $7,165,794.

With cash and short term investments we forecast having the required cash to operate for two years even without any additional sources of cash. However, our ability to continue as a going concern will ultimately be dependent upon our ability to sustain positive cash flow from operations and/or obtain additional financing. The outcome of these matters cannot be predicted with certainty at this time.

The following table summarizes the change in cash flow for the three and nine months ended September 30, 2008 and 2007:

    For the three months ended Sep. 30,                           For the nine months ended Sep. 30, 
    2008    2007    2008    2007 
Cash generated (used) in operating activities    $ 445,750 $    (79,014)    $ (673,991)    $ 767,129 
Cash generated by financing activities    22,005    842,910    1,298,367    840,654 
Cash used in investing activities    (1,367,026)    (749,497)    (2,282,721)    (820,764) 
    $ (899,271) $    14,399    $ (1,658,345)    $ 787,019 

5


Operating Activities

Q3 2008 - the $445,750 cash balance generated in operating activities reflects our net loss of $290,639 adjusted for $381,041 of non-cash deductions and a $355,348 net increase in non-cash working capital. For the first nine months of 2008 the $673,991 cash balance used reflects a net loss of $195,897 adjusted for $742,847 of non-cash deductions and a change of $1,220,941 in non-cash working capital.

Financing Activities

Q3 2008 - $24,675 was provided through the exercise of options and $2,670 was paid on our capital lease. In the quarter, we loaned $14,934 to an officer and director of the company for the purpose of purchasing company common shares. For the first nine months of 2008, $1,484,919 was provided through the exercise of options and warrants, $8,012 was paid on our capital lease and $65,174 was lent to officers and directors of the company for the purpose of purchasing company common shares of which $14,934 has subsequently been repaid.

Investing Activities

Q3 2008 - we increased our short term investments by $1,205,015 and the primary use of cash was for other property and equipment ($162,011). For the first nine months of 2008 we increased our short term investments by $2,061,220, our primary use of cash was for other property and equipment ($265,724) and we had proceeds on the sale of oil and natural gas properties of $47,400.

Contractual Commitments

The company expanded our office space in our current location to include additional office space that was recently vacated by neighboring tenants. Our current lease has been amended to include the additional space effective June 1, 2008 to the end of our current lease on October 31, 2012. Effective June 1, 2008 our monthly rental obligation increased to $29,483 per month.

Transactions with Related Parties                 
 
    For the three months ended Sep. 30,    For the nine months ended Sep. 30, 
                                     2008    2007                                         2008    2007 
Interest expense recognized or paid to related                 
parties and officers    $ - $    3,377    $ - $    10,425 

110,000 shares were issued to a officers and directors pursuant to the exercise of options at a strike price of U.S. $0.14 - $0.43 in the nine months ended September 30, 2008.

In the second quarter of 2008 30,000 shares were issued in aggregate to the spouses of two officers of the company pursuant to the exercise of warrants at a strike price of U.S. $2.00.

In the second quarter of 2008 a $50,240 loan was extended to an officer of the company for the purpose of purchasing 25,000 NXT shares pursuant to the exercise of warrants. The loan is unsecured without interest or stated terms of repayment. In the third quarter of 2008 a $14,934 loan was extended to an officer and director of the company for the purpose of purchasing 40,000 NXT shares pursuant to the exercise of options; this loan has subsequently been repaid.

368,500 incentive options were issued in the third quarter of 2008. Of these 224,000 were issued to consultants for services.

6


Additional Disclosures                 
 
Outstanding share data                 
    For the three months ended Sep. 30,    For the nine months ended Sep. 30, 
    2008    2007                 2008    2007 
Weighted average shares outstanding                 
       Basic and diluted    30,636,216    27,614,146    30,247,129    27,415,142 
 
Outstanding securities    As at November 26, 2008             
       Common shares    30,701,796             
       Preferred shares    10,000,000             
       Options    2,270,204             
       Warrants    150,000             
       Total    43,122,000             
 
Critical Accounting Estimates                 
 
Factors are substantially unchanged; refer to annual MD&A as at December 31, 2007.         
 
Change in Accounting Policies Including Initial Adoption             

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements”. Statement No. 157 provides a common definition of fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. However, this Statement does not require any new fair value measurements. Statement No. 157 was adopted effective January 1, 2008. The adoption of this standard did not impact the financial position, results of operation or cash flow of the company.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment of FASB Statement No. 115 .” This pronouncement permits entities to use the fair value method to measure certain financial assets and liabilities by electing an irrevocable option to use the fair value method at specified election dates. After election of the option, subsequent changes in fair value would result in the recognition of unrealized gains or losses as period costs during the period the change occurred. SFAS No. 159 was adopted effective January 1, 2008. However, entities may not retroactively apply the provisions of SFAS No. 159 to fiscal years preceding the date of adoption. The adoption of this standard did not impact the financial position, results of operation or cash flow of the company.

In May 2008, FASB issued SFAS No. 162 “The Hierarchy of Generally Accepted Accounting Principles” which codifies the sources of accounting principles and the related framework to be utilized in preparing financial statements in conformity with U.S. GAAP. The adoption of this standard is not expected to impact the financial position, results of operation or cash flow of the company.

In the year ended and as at December 31, 2007, the company's Canadian dollar functional currency financial statements were translated into United States dollars for reporting purposes. As of January 1, 2008 the company commenced reporting its financial statements in its Canadian dollar functional currency. The Canadian dollar was adopted for reporting purposes in 2008 as all our operations are now located in Canada.

For periods prior to 2007, when the functional currency of the company was the U.S. dollar, assets and liabilities were translated from the U.S. dollar functional currency to the Canadian dollar using period end exchange rates. The statements of operations and cash flows were translated at period average exchange rates.

7


Disclosure Controls, Procedures and Internal Controls over Financial Reporting

As of September 30 2008, an evaluation was carried out under the supervision of, and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the company's disclosure controls and procedures as defined under the rules adopted by the Canadian securities regulatory authorities and by the SEC. Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as at September 30, 2008.

During the third quarter of 2008, there have been no changes in the company's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting.

We continue to monitor the following two areas of potential concern, which are common to many companies of our size:

  • Due to the limited number of staff at the company it is not feasible to achieve complete segregation of incompatible duties. The company has mitigated this concern in controls by adding management review procedures of the areas where segregation is an issue; and
  • The company does not retain staff with specialized and current income tax, financial reporting and complex accounting expertise. The company prepares their best estimate of complex accounting calculations and relies on reviews by management, external consultants and the audit committee for quality assurance.

Notwithstanding the foregoing, all internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective may not prevent or detect misstatements and can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

For additional information on NXT Energy Solutions Inc please consult our web page at www.nxtenergy.com, or the SEDAR webpage at http://www.sedar.com.

8


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