NXT Energy Solutions Inc. - Quarter Report: 2005 March (Form 10-Q)

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  YES [  ]  NO  [   ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

21,315,077 common shares, no par value, as of May 5, 2005

ENERGY EXPLORATION TECHNOLOGIES INC.

INDEX TO THE FORM 10-Q

For the three month period ended March 31, 2005

PART I

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ENERGY EXPLORATION TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)
(Unaudited)

1. ORGANIZATION AND ABILITY TO CONTINUE OPERATIONS

Energy Exploration Technologies Inc. ("we", "our company" or "NXT") was incorporated under the laws of the State of Nevada on September 27, 1994.

In March 2003 we divested all our U.S. properties. For reporting purposes, the results of operations and the cash flow of the U.S. properties have been presented as discontinued operations.  Accordingly, prior period financial statements have been reclassified to reflect this change.

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 that  moved the jurisdiction of incorporation from the U.S. to Canada. The tax effects are disclosed in the proxy statement circulated to shareholders for the Special Meeting on October 24, 2003. As a result of the continuance into Canada, our common and preferred shares no longer have a par value assigned, as is the practice in the United States. Therefore the amount that was disclosed as “Additional paid-in Capital” in prior years on the consolidated balance sheets and consolidated statements of shareholders’ equity (deficit) has been added to the share issued amount. This is a legal jurisdiction reporting difference only.

We are a technology-based reconnaissance exploration company and we utilize our proprietary stress field detection (SFD) remote-sensing airborne survey technology to quickly and inexpensively identify  high-grade oil and natural gas prospects.  

We conduct our reconnaissance exploration activities, as well as land acquisition, drilling, completion and production activities through our wholly-owned subsidiary, NXT Energy Canada Inc. and we conduct the aerial surveys through our wholly owned subsidiary, NXT Aero Canada Inc.

NXT Energy USA Inc. and NXT Aero USA Inc. are two wholly owned subsidiaries through which we previously conducted our U.S. operations but these companies have been inactive since the sale of the U.S. properties in early 2003.

These consolidated financial statements are prepared using generally accepted accounting principles in the United States of America that are applicable to a going concern, which assumes the realization of assets and the settlement of liabilities in the normal course of operations. Our ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and obtain the necessary financing to meet our obligations and repay liabilities arising from normal business operations when they come due.  The outcome of these matters cannot be predicted with any certainty at this time. 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 continue as going concern.

In the three months ended March 31, 2005, we incurred a comprehensive loss of $1,652,896,  have an accumulated deficit of $27,662,145 and a working capital deficiency of $622,079 as at the end of the period.  

All our capital commitments in connection with flow through shares issued previously have been met.  As at March 31, 2005 we have a capital commitment of $143,286.33 related to the completion an oil and gas property in which we hold 20% working interest.

We expect to continue incurring net losses from operations and have negative operating cash flows until we can secure revenue generating activities.  NXT has identified a potential future market opportunity to sell the SFD survey as a service to third parties.  NXT has not secured any contracts for this activity. These circumstances raise substantial doubt about our ability to continue as a going concern.  

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We have taken the following measures to ensure the ongoing viability of the company:

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On November 3, 2004, we entered into a loan agreement with our CEO and largest shareholder, Mr. George Liszicasz, in which we borrowed $250,000 CDN.  On November 16, 2004, we amended the loan agreement whereby we borrowed an additional $31,000 US.  On November 17, 2004, we entered into an additional loan agreement with Mr. Liszicasz and borrowed a further $100,000 CDN. All these agreements provide that the loans accrue interest at the rate of 0.58% per month (7.0% per annum). On November 19, 2004, we entered into a Loan Agreement Amendment with Mr. Liszicasz, whereby the maturity date for all three (3) loans was extended to November 17, 2005. On February 7, 2005, we entered into another Loan Agreement Amendment, whereby the maturity date for all three (3) loans was extended further to April 15, 2006. On April 7, 2005 the principal amount of the loan agreement signed on November 17 was amended to $88,000 US. We did not utilize this loan until April 15, 2005.

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Mr. Liszicasz has represented to the company to provide an additional loan of $150,000 if and when required.

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On May 20, 2005 we signed a loan agreement with a family trust of one of our directors. The conditions of the loan agreement are as follows: principal amount $175,000 CDN ($140,500 US), 6.5% interest per annum and maturity date on or before June 19, 2005. The loan is secured with the assets of the Company and is repayable without penalty prior to maturity date.

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We have undertaken a variety of cost reduction activities including but not limited to termination of contract employees, reduction of officer’s salaries and reduction of corporate travel.

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The company is currently negotiating a private placement through an Offering Memorandum.  The objective of the private placement is to raise $10,000,000 on a best efforts basis to commercialize the SFD technology through obtaining a contract to provide the SFD survey as a service to third parties.  The proceeds will be used to finance our marketing efforts and the necessary additional resources needed for the execution of the contract. There are no guarantees that the Company will be able to close the private placement. In this event, it is unlikely we will be able to meet our obligations  and we may be forced to cease operations and liquidate our assets.

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We are currently negotiating a bridge-financing contract for $500,000, with the option to raise an additional $1,000,000. The proceeds from this financing will fund the operations of the company until we receive the proceeds from the private placement. The conditions of the financing are as follows: the lender will receive interest bearing (8% per annum) notes, maturing 6 months from the date of issue, convertible into common shares. The notes will be secured by all assets of the company including the SFD Technology. On the closing date, the lender will receive one three-year warrant for every $2.00 invested, subject to approval by the TSX-V. We expect the contract to be signed and the proceeds to be available by the end of May 2005. There are no guarantees that the Company will be able to close the bridge financing. In this event, it is unlikely that we will be able to meet our obligations beginning in June 2005 and we may be forced to cease operations and liquidate our assets.

We can give no assurance that any or all projects in our pending programs will be commercial, or if commercial, will generate sufficient revenues to cover our operating or other costs. Should this be the case, we would be forced, unless we can raise sufficient additional working capital, to suspend our operations, and possibly even liquidate our assets and wind-up and dissolve our company.  We need to raise approximately $650,000 to cover our reduced expenses for the next 12 months.

These consolidated financial statements are prepared using generally accepted accounting principles that are applicable to a going concern, which assumes the realization of assets and the settlement of liabilities in the normal course of operations. Should this assumption not be appropriate, adjustments in the carrying amounts of the assets and liabilities to their realizable amounts and the classification thereof will be required and these adjustments and reclassifications may be material.

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2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

We have prepared these consolidated financial statements for our three month  interim period as at March 31, 2005 and ended March 31, 2005 and 2004 in accordance with accounting principles generally accepted in the United States of America for interim financial reporting.  While these financial statements for these interim periods reflect all normal recurring adjustments, which, in the opinion of our management, are necessary for fair presentation of the results of the interim period, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. The results of operations for the three months ended March 31, 2005 are not necessarily indicative of the results to be expected for the full year.  Refer to our consolidated financial statements included in our annual report on Form 10-K for our fiscal year ended December 31, 2004.

Estimates and Assumptions

The preparation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of these consolidated financial statements and the reported amount of revenues and expenses during the reporting periods. Estimates include allowances for doubtful accounts, valuation of the note receivable, estimated useful life of assets, provisions for contingent assets and liabilities,  measurement of stock based compensation and valuation of future tax assets and reflect management's best estimate. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the period that they are determined necessary. Actual results may differ from those estimates.

Stock-Based Compensation for Employees and Directors

In accounting for the grant of our employee and director stock options, we have elected to follow Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25"), and related interpretations. Under APB 25, companies are not required to record any compensation expense relating to the grant of options to employees or directors where the awards are granted upon fixed terms with an exercise price equal to fair value at the date of grant and the only condition of exercise is continued employment.

The following table illustrates the effect of net loss and loss per share if the company had applied the fair value recognition provisions of FASB Statement No. 123, “Accounting for Stock-Based Compensation”, to stock-based employee compensation.

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    Recent Accounting Pronouncements

In September 2004, the SEC released SAB 106, which expresses the staff’s views on the application of SFAS 143 by oil and gas producing companies following the full cost accounting method.  SAB 106 provides interpretive responses related to computing the full cost ceiling to avoid double-counting the expected future cash outflows associated with asset retirement obligations, required disclosures relating to the interaction of SFAS 143 and the full cost rules, and the impact of SFAS 143 on the calculation of depreciation, depletion, and amortization. This has no impact on our company at this time.

In December 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based Payment that revised FASB Statement No. 123, Accounting for Stock-based Compensation and superseded APB Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance. SFAS No. 123R focuses primarily on accounting for transactions in which an entity obtains employee services through share-based employee transactions. SFAS No. 123R requires a public entity to measure the cost of employee services received in exchange for the award of equity instruments based on the fair value of the award at the date of grant. The cost will be recognized over the period during which an employee is required to provide services in exchange for the award. SFAS No. 123R is effective as of the beginning of the first or annual reporting period that begins after June 15, 2005. The ultimate amount of increased compensation expense will be dependent on whether the company adopts SFAS 123R using the modified prospective or retrospective method, the number of option shares granted during the year, their timing and vesting period, and the method used to calculate the fair value of the awards, among other factors.

The company has begun, but has not completed, evaluating the impact of adopting SFAS 123R on its results of operations. The company currently determines the fair value of stock-based compensation using a Black-Scholes option-pricing model.  In connection with evaluating the impact of adopting SFAS 123R, the company is also considering the potential implementation of different valuation models to determine the fair market value of stock-base compensation, although no decision has been yet made. However, the company does believe that the adoption of SFAS 123R will have a material impact on its results of operations, regardless of the valuation technique used.

To assist in the implementation of SFAS No. 123(R)  the SEC issued SAB No 107, “Share-Based Payment”. While SAB No. 107 addresses a wide range of issues, the largest area of focus is valuation methodologies and the selection of assumptions. Notably, SAB No 107 lays out simplified methods for developing certain assumptions. In addition to providing the SEC staff’s interpretive guidance on SFAS No. 123(R), SAB No. 107 addresses the interaction of SFAS No. 123(R) with existing SEC guidance  (e.g. the interaction with the SEC’s guidance dealing with non-GAAP disclosures). Its intent is to clarify, not change, any of SFAS No. 123(R)’s guidance. The company is reviewing the standard and guidance to determine the potential impact, if any, on our consolidated financial statements.

In March 2005, the FASB issued FSP FIN 46(R)-5, “Implicit Variable Interests Under FASB Interpretation No. 46(R), Consolidations of Variable Interest Entities”  to address whether a company has an implicit variable interest in a VIE or potential VIE when specific conditions exist. The guidance describes an implicit variable interest as an implied financial interest in an entity that changes with changes in the fair market value of the entity’s net assets exclusive of variable interests. An implicit variable interest acts the same as an explicit variable interest except it involves the absorbing and/or receiving of variability indirectly from the entity (rather than directly). Restatement to the date of initial application is permitted but not required. The company is reviewing the guidance to  determine the potential impact, if any, on its consolidated financial statements.

The following standards issued by the FASB do not impact us at this time:

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Statement No. 149 – Amendment for Statement 133 on Derivative Instruments and Hedging Activities effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003.

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Statement No. 150 – Accounting for Certain Instruments with Characteristics of Both Liabilities and Equity effective for financial instruments issued at the beginning of the first interim period beginning after June 15, 2003.

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Fin 45 – Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others effective prospectively for guarantees issued or modified after December 31, 2002 for initial recognition and initial measurement provisions; for financial statements of interim or annual periods ending after December 15, 2002 for disclosure requirements.

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Interpretation No. 46 - Consolidation of Variable Interest Entities, effective for financial statements issued after January 31, 2003

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Interpretation No. 46R Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51, requires consolidation of entities in which the Corporation is the primary beneficiary, despite not having voting control, effective for financial statements issued after December 31, 2003.

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SFAS 146 – Accounting for Costs Associated with Exit or Disposal Activities, effective prospectively for such activities initiated after December 31, 2002. It requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan.

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In September 2004, the SEC released SAB 106, which expresses the staff’s views on the application of SFAS 143 by oil and gas producing companies following the full cost accounting method.  SAB 106 provides interpretive responses related to computing the full cost ceiling to avoid double-counting the expected future cash outflows associated with asset retirement obligations, required disclosures relating to the interaction of SFAS 143 and the full cost rules, and the impact of SFAS 143 on the calculation of depreciation, depletion, and amortization. This has no impact on our company at this time.

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In December 2004, the FASB issued SFAS No. 153, Exchanges of Non-monetary Assets, an amendment of APB Opinion No. 29 that amends Opinion 29 to eliminate the exception from fair market measurement for nonmonetary exchanges of similar productive assets and replaces it with an exception for exchanges that do not have commercial substance. The provisions of this statement are effective for all nonmonetary exchanges occurring in fiscal years beginning after June 15, 2005. The adoption of this Statement is not expected to have material effect on the results of operations or financial position of the company.

3. NOTE RECEIVABLE FROM OFFICER

In September 1998, we loaned the sum of CDN $54,756 (US $35,760 as of that date) to one of our officers in connection with his relocation to Calgary, Alberta.  The interest rate averaged 5 ½%. Pursuant to the terms of an underlying promissory note, the officer was required to repay the loan on a monthly basis, with a balloon payment due on October 3, 2003. The officer left our company in 2002. The officer had an offsetting claim against NXT for wrongful dismissal. He has not pursued the claim and the statute of limitations applicable to his claim expired in October 2004. We are pursuing our claim now and believe that we will be successful since there no longer is any offsetting claim. The promissory note also specifies that potential legal fees in collecting this debt be borne by the former officer.

4. OIL AND NATURAL GAS PROPERTIES

Summarized below are the oil and natural gas property costs we capitalized for the three months ended March 31, 2005 and 2004 and as of March 31, 2005 and December 31, 2004:

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Net oil and natural gas property costs at March 31, 2005 and December 31, 2004 are in the majority related to Canadian unproved properties

The impairment amounts in the table above of oil and natural gas properties also include the write-down of the cost of drilling and completing wells which are either non-commercial or which we are unable to complete for technical reasons. We have written-off these individual well costs as an impairment cost since this determination was made prior to the establishment of proved reserves.

At the end of each quarter, our management performs an overall assessment of each of our unproved oil and natural gas properties to determine if any of these properties has been subject to any impairment in value.  Based upon these evaluations, our management has determined that each of our oil and natural gas properties continued to have prospective commercial viability as of these dates except as described above.  While we are currently conducting active exploration and development programs with respect to each of these unproved oil and natural gas properties, we anticipate that all of these properties will be evaluated and the associated costs transferred into the amortization base or be impaired over the next five years.

5. OTHER PROPERTY AND EQUIPMENT

Summarized below are our capitalized costs for other property and equipment as of March 31, 2005 and December 31, 2004:

6. COMMON SHARES

The loss per share is presented in accordance with the provisions of SFAS No. 128, Earnings Per Share (“EPS”).  Basic EPS is calculated by dividing the income or loss available to common stockholders by the weighted average number of common shares outstanding for the period.  Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.  Basic and diluted EPS were the same for the three months ended March 31, 2005 and 2004 because the company had losses from operations and therefore, the effect of all potential common stocks was anti-dilutive.

In calculating diluted earnings per common share for the three month periods ended March 31, 2005 and 2004, we excluded all options and warrants, either because the exercise price was greater than the average market price of our common shares in those quarters or the exercise of the options or warrants would have been anti-dilutive. During these periods, outstanding stock options and warrants were the only potentially dilutive instruments.

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On February 12, 2004, we raised $1,143,633 in gross proceeds through a private placement of 573,269 units. Each unit consisted of a common share at $2.00 ($2.60 CDN) per share and a warrant with a strike price of $2.75 and a one year life.  Net proceeds to our company were $1,063,277 after deducting $80,356 in offering expenses and finders’ fees. In addition, we had also received $319,347 in gross proceeds at March 31, 2005 for which shares had not been issued at March 31, 2005 and this amount is shown as subscriptions payable on the balance sheet. Also in the first quarter we cancelled a subscription agreement and refunded $50,000 to one of our investors in the $2.00 private placement based on the shareholder’s request.

On April 18, 2004 we issued 30,000 common shares in full payment of an invoice for $54,000 for services provided by a consultant to NXT to assist us with corporate strategy and planning.

On July 22, 2004, we issued 200,000 common shares in full payment of an invoice for $400,000 for services to establish a branch office in the United Arab Emirates and market the company’s SFD Technology in the region.

On July 22, 2004, we raised $264,245 in gross proceeds through a private placement of 133,000 units.  Each unit consisted of a common share at $2.00 ($2.60 CDN) per share and a warrant with a strike price of $2.75 and a one year life.  Net proceeds to our company were $255,618 after deducting $8,627 in offering expenses and finder’s fees.

On December 8, 2004 NXT raised $1,000,000 from the sale of 571, 429 Units consisting of one common share and one full common share purchase warrant with an exercise price of $2.75 per common share.  The transaction was completed with Dynamic Focus Resource fund of Toronto, Ontario, Canada.

On January 13, 2005 we issued 100,000 common shares valued at $1.75 per share to Pangaea Investments Inc. in exchange for general business consulting services provided.

On January 13, 2005 we issued 25,000 restricted common shares valued at $1.75 per share to CoMarConGbR Germany for investor awareness and promotion services. Another 25,000 restricted common shares are held in escrow pending CoMarCon’s fulfillment of a condition of the agreement.

During the first quarter of 2005 we issued 75,000 common shares as a result of options exercised at $0.38 per share.

On March 31, 2005 we filed the Form F-1 registration statement with the SEC requesting the registration of 3,558,998 common shares of NXT issued in private placements.

On March 17, 2005, we raised $20,000 through a private placement of 10,000 units.  Each unit consisted of a common share at $2.00 ($2.60 CDN) per share and a warrant with a strike price of $2.75 and a one year life

On March 30, 2005, we raised $49,198 through a private placement of 23,600 units.  Each unit consisted of a common share at $2.00 ($2.60 CDN) per share and a warrant with a strike price of $2.75 and a one year life.

7. PREFERRED SHARES

The preferred shares are not entitled to payment of any dividends, although they are entitled under certain circumstances to participate in dividends on the same basis as if converted into common shares.  Preferred shares carry liquidation preferences should our company wind-up and dissolve.  

The preferred shares were all returned to treasury effective May 9, 2003 as part of the compensation received for the sale of the U.S. properties.

8. PERFORMANCE WARRANTS

On August 1, 1996, we granted Momentum Resources Corporation a performance-based contractual right to acquire NXT warrants in connection with our use of the SFD Technology for hydrocarbon exploration.  The initial term of the contract with Momentum Resources expires on December 31, 2005 and can be cancelled by NXT providing written notice to Momentum Resources no later than 60 days prior to the expiration of the pending term.   Pursuant to this contractual right, Momentum Resources is entitled to a separate grant of warrants entitling it to purchase 16,000 common shares at the then current trading price for each month after December 31, 2000 in which production from

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SFD-identified prospects during that month exceeds 20,000 barrels of hydrocarbons.  Momentum Resources has not earned any warrants under the SFD technology license as of March 31, 2005.

9. EMPLOYEE AND DIRECTOR OPTIONS

We have summarized below all outstanding options under our various stock option plans and arrangements as at March 31, 2005:

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The employee and executive options outstanding as of March 31, 2005 will vest over the next three years, based upon the continued provision of services as an employee or consultant. The options vest one-third each on the first through third anniversaries of the grant date, respectively, based upon the continued provision of services. The options generally lapse, if unexercised, five years from the date of vesting.

10. Commitments and contingencies

On October18, 2004 we signed a contract with Mr. Charles Selby under which Mr. Selby provides business support and advisory service as and when required by NXT. In consideration of services provided NXT is required to issue the total of 400,000 common shares depending on reaching certain performance milestones determined by the NXT’s board of directors and pay a retainer of $10,000 per month. The contract is renewable every 4 months based on the approval by the President and the Board. No shares have been earned or issued as of the date of this report and the continuation of the contract is subject to the approval by the board of directors.

We signed the extension of the sublease of the premises for our main office on November 25, 2004. The monthly minimum lease payments are $13,092 CDN and the sublease expires on January 31, 2006.

          On November 27, 2002, we were served a Statement of Claim, which had been filed on November 25, 2002, in the Court of Queen’s Bench of Alberta, Judicial District of Calgary (Action No. 0201-19820), naming Energy Exploration Technologies Inc. and George Liszicasz as defendants.  Mr. Dirk Stinson, the plaintiff, alleges that NXT failed to pay him compensation of $74,750, plus interest, under a consulting agreement and further alleges that NXT, without lawful justification, obstructed Mr. Stinson from trading his shares of NXT.  On December 10, 2002, we filed our Statement of Defense.  Mr. Stinson is a past President and director of NXT and is currently a director and shareholder of Momentum Resources.  We believe the claim against us is contentious because of the ambiguity of the arrangements and we are vigorously defending ourselves against the claim.

          On March 18, 2003, we were served a Statement of Claim which had been filed on March 14, 2003, in the Court of Queen’s Bench of Alberta, Judicial District of Calgary (Action No. 0301-04309), naming Glen Coffey, Murray’s Aviation Repairs (1980) Ltd., Energy Exploration Technologies, its wholly-owned subsidiary, NXT Energy Canada, Inc., Dennis Wolsky, as Administrator of the Estate of Jerry Wolsky, deceased and Embassy Aero Group Ltd. as defendants.  Tops Aviation Ltd., Spartan Aviation Inc. and John Haskakis (the “Plaintiffs”) allege that the defendants were negligent and in breach of a Ferry Flight Contract between one or some of the defendants and one or some of the Plaintiffs under which Mr. Jerry Wolsky was to deliver a Piper Twin Comanche aircraft to Athens, Greece.  The aircraft crashed in Newfoundland enroute to Athens killing Mr. Wolsky. The Plaintiffs are seeking, among other things, damages in the amount of $450,000 CDN 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.

Neither we nor our subsidiary, NXT Energy Canada, Inc., were parties to the Ferry Flight Contract.  We believe the claim against us and our subsidiary is without merit and intend to vigorously defend ourselves against the claim and will seek an expeditious dismissal of the claim.

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On January 3, 2005, Energy Exploration Technologies, Inc signed a contract for investor awareness and promotion services in Europe. Under this contract, NXT has the obligation to pay CoMarCon, a German company, $25,000 in cash and to issue 50,000 shares. As of the date of this report the $25,000 cash has been paid, 25,000 shares have been issued and 25,000 shares are held in escrow. These shares will be released if and when CoMarCon meets a specific condition of the contract.

In March 2005 a contract was signed with Pangaea Investments under which Pangaea will provide investor relations and public relations services for a monthly fee of $5,000 CDN ($4,160 US) plus reimbursement of certain expenses, 100,000 common shares and a grant of an option to buy 100,000 additional common shares. The 100,000 common shares have been issued as of the date of this report. The contract may be terminated by either party upon 30 days notice.

In January 2005, a 12 month agreement was signed with Aware Capital under which Aware will provide investor relations and promotional services for a finders’ fee that will equal 3% of any financing arranged for by Aware and accepted and closed by NXT subject to certain limitations. As of the date of this report no fees have been paid or earned. The agreement also provides for 150,000 restricted shares of common stock to be delivered to NXT’s legal counsel and held in escrow pending Aware’s performance and completion of duties and obligations under the agreement. To the date of this report no shares have been earned or issued under this agreement.

11. INVESTOR RELATIONS OPTIONS AND STOCK AWARDS

On May 15, 2001, as additional compensation to our investor relations consultant pursuant to an investor and public relations services agreement, we granted that consultant options to purchase 155,000 common shares at $2.50 per share.  The underlying agreement provided that 50,000 options would vest immediately, and an additional 35,000 options would vest upon each of the first, second and third anniversary dates of the agreement, respectively, even if the agreement was not subsequently renewed so long as the agreement has not been terminated by either party prior to the end of the termination of the prior term or NXT has not terminated this agreement for "good cause" as defined in the agreement.  These options lapse, to the extent vested and unexercised, five years after the date of vesting.  

On January 3, 2005, Energy Exploration Technologies, Inc signed a contract for investor awareness and promotion services in Europe. Under this contract, NXT has the obligation to pay CoMarCon, a German company, $25,000 in cash and to issue 50,000 shares. As of the date of this report the $25,000 cash has been paid, 25,000 shares have been issued and 25,000 shares are held in escrow. These shares will be released if and when CoMarCon meets a specific condition of the contract.

In March 2005, NXT signed a contract with Pangaea Investments under which Pangaea will provide investor relations and public relations services for a monthly fee of $5,000 CDN ($4,160 US) plus reimbursement of certain expenses. The contract may be terminated by either party upon 30 days’ notice.

In January 2005, a 12 month agreement was signed with Aware Capital under which Aware will provide investor relations and promotional services for a finders’ fee that will equal 3% of any financing arranged for by Aware and accepted and closed by NXT subject to certain limitations. As of the date of this annual report no fees have been paid or earned. The agreement also provides for 150,000 restricted shares of common stock to be delivered to NXT’s legal counsel and held in escrow pending Aware’s performance and completion of duties and obligations under the agreement. To the date of this annual report no shares have been earned or issued under this agreement.

12. DISCONTINUED OPERATIONS

In January 2003, we adopted a formal plan to divest our U.S. oil and gas properties. On May 9, 2003 we closed a sale transaction with our U.S. joint venture partner to sell the properties for total consideration of $1,450,000 with proceeds of $720,000 in cash and the return to treasury of all the outstanding preferred shares.  The effective date of the transaction was March 1, 2003 and was recorded at market value.  For reporting purposes, the results of operations and the financial position of the properties have been presented as discontinued operations.

The gain for the year ending December 31, 2004 from discontinued operations amounted to $33,494,  and included a gain on the sale of aircraft equipment, which had previously been written off, partially offset by administrative expenses. In the quarter ended March 31, 2005 we incurred $4,303 loss from discontinued operations as opposed to

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the loss of $11,032 incurred in the same period of 2004, both of which relate to administrative expenses in connection with the preparation and filing of tax returns for NXT’s two inactive subsidiaries.

13. SEGMENT INFORMATION

We operate in only one business segment, oil and natural gas exploration.  We intend to develop all oil and natural gas exploration prospects identified using our proprietary SFD airborne survey technology either directly or with joint venture partners.  NXT has investigated the market opportunities to sell the SFD survey as a service to third parties.  We believe that opportunities will arise in the future that would permit NXT to establish this other business segment.  NXT does not current have any contracts to provide the SFD survey as a service to third parties.

Summarized below with respect to our three month  period ended March 31, 2005 and 2004 is geographic information relating to:

IN PREPARING THE ABOVE TABLES, WE HAVE ELIMINATED ALL INTER-SEGMENT REVENUES, EXPENSES AND ASSETS

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14. NOTES PAYABLE

As of March 31, 2005 the Company has a loan outstanding in the amount of $235,219 US. This amount is comprised of  $250,000 CDN borrowed from our CEO and largest shareholder, Mr. George Liszicasz on November 3, 2004 and an additional $31,000 US as a result of an amendment to the loan agreement dated November 16, 2004. On November 17, 2004, we entered into an additional loan agreement with Mr. Liszicasz for a further $100,000 CDN. As at March 31, 2005 the $ 100,000 CDN has not been utilized.  The principal amount of the loan agreement signed on November 17 was later (on April 7, 2005) amended to $88,000 US. We did not utilize this loan until April 15, 2005  when the $88,000US was drawn upon.These agreements provide that the loans accrue interest at the rate of 0.58% per month (7.0% per annum). The maturity date for all three loans was amended and is now April 15, 2006.  

ITEM 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

OverviewEnergy Exploration Technologies Inc. (referred to herein as the “Company”, NXT, “we”, “us” and “our”) is a technology company focused on using its proprietary Stress Field Detector (SFD) technology for oil and gas exploration.  NXT utilizes the SFD technology invented by George Liszicasz, our CEO, President and largest shareholder. The SFD technology is a remote-sensing airborne survey technology comprised of SFD sensors, integrated electronic data acquisition, processing and interpretation subsystems and software. Our principal executive offices are located at 700, 840 - 7 Avenue SW, Calgary, Alberta, Canada and our telephone number is (403) 264-7020.

We use the airborne SFD technology to survey large exploration areas from leased aircraft at speeds of approximately 200 mph to identify and prioritize oil and gas prospects for further evaluation using conventional exploration technologies of seismic and drilling.  Our SFD technology affords us the relatively inexpensive ability to acquire, analyze and interpret data on potential hydrocarbon prospects in a matter of days or weeks, as compared to months or years for other wide-area exploration activities.  These advantages can dramatically reduce finding costs and the time required to identify oil and gas prospects. Once SFD prospects are identified, highly focused conventional geological and geophysical methods are employed to evaluate the potential commercial viability of the prospects. Total finding costs include SFD survey, seismic data acquisition and interpretation, purchasing mineral rights and drilling and completing exploration wells.

We now conduct our activities primarily through our wholly owned subsidiary, NXT Energy Canada Inc., which focuses on Canadian-based exploration. We also have a division office in the United Arab Emirates.  Survey flight activities are conducted through our subsidiary, NXT Aero Canada Inc. The parent company concentrates on improving our SFD survey system and oversees the operations of and provides management, financial and administrative services to our subsidiaries.

CORPORATE HISTORY

We were initially incorporated in the State of Nevada on September 27, 1994 under the name Auric Mining Corporation.  In January 1996, we acquired all of the common stock of NXT Energy USA (then known as Pinnacle Oil Inc.) from its stockholders in exchange for our common stock.  As a consequence of this reverse acquisition, NXT Energy USA became our wholly-owned subsidiary and its stockholders acquired a 92% controlling interest in our common stock.

Prior to this transaction, we were a corporate shell conducting no active business, and NXT Energy USA was a development stage research and development enterprise holding world-wide rights to use the SFD technology for hydrocarbon exploration purposes.

 Immediately after this transaction, we changed our name to Pinnacle Oil International, Inc, and subsequently, on June 13, 2000, we changed our name to Energy Exploration Technologies.

On October 24, 2003 our shareholders, at a special shareholders’ meeting, approved the continuance of the company from the State of Nevada to the Province of Alberta, Canada. At that time we modified our name to Energy Exploration Technologies Inc.

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Corporate Objective

NXT will use the proprietary SFD technology to become a technology leader in oil and gas exploration.  As we enter the commercialization stage of the SFD technology development, we must acquire projects and business opportunities that build the credibility of the SFD technology and develop NXT’s ability to deliver quality oil and gas exploration Prospect Areas.

BUSINESS STRATEGY

Our primary objective is the achievement of profitability and self-sustaining growth:

We believe that by successfully exploiting our SFD technology we will be able to achieve market acceptance and access to additional capital to fund the exploration, land acquisition and drilling efforts that will be necessary to sustain our future growth and expansion.

STRESS FIELD DETECTOR TECHNOLOGY

Summary

The SFD sensor is a passive transducer that responds to the energy emitted by stress fields associated with significant subsurface tectonic events, which are in turn, associated with the trapping mechanisms for oil and natural gas and the presence of fluids (oil, natural gas or water) in those traps.  The exact nature of the energy field, which the sensor responds to and referred to as Stress Induced Energy field is under study and is not well understood.  According to the Inventor, George Liszicasz, who is also our President, CEO and largest shareholder, this naturally occurring energy field is inherently linked to materials that are subject to stresses caused by subsurface tectonic events (geomechanical stresses).  We have a substantial body of empirical evidence arising from our SFD surveys in Canada and the United States that shows a strong correlation between the observed response of the SFD Sensors with the development of oil and gas trapping mechanisms.

The following is a summary of some of the key elements of the development and status of the SFD technology.

Identification of the source of energy causing the SFD sensor response was discovered as a result of experimentation and observation.

In Petroleum Engineering technical literature there is a substantial body of research on the identification and application of stress fields associated with optimization of production operations for oil and gas.  Determination of stress fields is also important in the operation of underground mines.  Understanding stress fields associated with subsurface rocks is important to several industrial sectors.

The SFD sensor is the first device to our knowledge that can remotely measure the gradient of stress energy related to rocks in the subsurface.  The SFD shows a measurable multiple sensor response to the presence of faults.

George Liszicasz and NXT have maintained the confidentiality of the design of the SFD to preserve the competitive advantage of the company.  No patents have been sought in respect of the SFD because the technology continues to be improved and enhanced and there is a possibility that future modifications could be made to the concepts and Sensors that would not be subject to the patent thereby nullifying NXT’s competitive advantage.

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SFD DEVELOPMENT HISTORY

The observations that led to the development of the SFD technology originally occurred more than 10 years ago.  George Liszicasz was conducting experiments with respect to the property of certain materials when he observed a phenomenon with respect to crystalline structures that he could not explain.  Mr. Liszicasz theorized that the change in the electronic transport capability of the material was related to certain dynamic events in the environment, which he later characterized as stress events.  Mr. Liszicasz tested this hypothesis through the development of successive generations of the sensor and concluded that it was responding to the redistribution of stress regimes in the subsurface primarily caused by tectonic events. With the SFD technology it is possible to measure a stress gradient. Mr. Liszicasz arrived at this conclusion after conducting numerous SFD tests against known major geological events such as faulting and obtaining measurable responses over significant hydrocarbon traps.

Seeing a commercial application of the SFD technology, Mr. Liszicasz focused research and development in relation to sensors that would respond to oil and gas trapping mechanisms with a higher degree of certainty.  At the same time, Mr. Liszicasz commenced development of a theoretical basis for his observation.  He theorized the existence of stress energy field associated with tectonic stress regime changes surrounding petroleum and natural gas accumulations and other geological events. It took a number of years to identify certain key processes taking place in the sensor and develop a remote sensing capability suitable for hydrocarbon exploration. In 1997, he moved the sensor system from a ground-based vehicle into an airplane.

Theoretical Basis

The existence of stresses in the subsurface materials associated with tectonic events is well documented in technical papers by experts in the petroleum, mining and geophysical industries. However there is essentially no data on the ability to measure stress fields directly or remotely.  There is some suggestion in the geophysical science that more detailed analysis of acoustic data associated with seismic may indicate stress anomalies. The fields, which are being measured by the SFD appear to be something new.  To distinguish these fields from conventional energy fields and their measurement, the SFD sensors have been subjected to nuclear radiation, electromagnetic radiation, magnetic interference, static electric fields and inertial and gravitational acceleration.  The sensor’s response has been insensitive to these energy forms, indicating that the sensors are responding to some other energy field.

While we consider with interest the possible theoretical underpinnings of the SFD technology, the application of the SFD technology focuses primarily on the substantial body of empirical evidence that shows the relationship exists and it can be further developed and refined in time to provide a valuable tool for the exploration of hydrocarbons.

We hypothesize that the principal component of our SFD technology, which we refer to as the SFD sensor, is a passive transducer that creates and maintains a stress-related non-electromagnetic and non-gravitational energy field that interacts with stress-related non-electromagnetic and non-gravitational energy fields associated with subsurface conditions.  

SFD Response

The evidence supporting the existence of stress gradients in the subsurface is well established. The difference between the conventional measurement techniques and the SFD method is that the former is a direct in situ measurement of strains to calculate stress and the latter measures the stress gradient remotely. The sensors respond as they pass over various stress regimes and the character of the signal response is indicative of specific geological events, such as the presence of faults and fractures and an indication of the presence of fluids in reservoirs. The SFD Technology Evaluation Survey conducted by NXT in Syria in March 2004 illustrated SFD signal responses related to known faults in the basins of Syria.

The interpretation of the SFD signals is based on pattern recognition and NXT has developed templates to qualify signal anomalies. In a SFD survey only a two dimensional line is surveyed and it is necessary to conduct the survey in a grid pattern to identify and confirm the strongest signal responses associated with structure and reservoir development.  During the SFD survey the grid pattern can be modified to re-confirm and rank prospect areas that have a high potential for petroleum and natural gas development.

SFD signal responses related to hydrocarbon trapping mechanisms have also been observed.  In order for the SFD to respond to changes in stress, it must itself be in motion.

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SFD Survey System

Our SFD technology is comprised of the following components, which we collectively refer to as our SFD survey system, used for the following functions:

SFD Data Interpretation

Our SFD survey system is flown over pre-selected exploration areas in a pre-set pattern using flight lines of varying altitudes and from different directions. Once SFD datasets are returned to our offices, our geological and geophysical interpretive staff process the data, plot the flight lines and produce computer-generated base maps. We then commence the following screening and interpretation process:

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SFD Time Frames

We conduct our SFD surveys at speeds of approximately 200 mph, and survey approximately 600 linear miles in an operating day.  For each operating survey day, our staff requires approximately four days to complete the data processing and initial SFD signal interpretation to sufficiently identify and recommend the SFD Prospect Areas from that survey.  

As a consequence, we are able to record and interpret approximately 600 linear miles of SFD data acquired in one SFD survey flight over a period of only a few days.  By way of comparison, traditional land-based seismic crews record up to five linear miles of 2D seismic per day.  Two or more weeks are then required to process the data, followed by several weeks for interpretation.  As a result, it can take a minimum of six months to record, process and interpret 600 linear miles of new 2D seismic data.  

ANALYSIS OF SFD SURVEY RESULTS TO DATE

In March 2004, NXT conducted an SFD Technology Evaluation Survey in cooperation with the Syrian Ministry of Petroleum and Mineral Resources and the Syrian Petroleum Company (SPC). The Exploration Department of the Syrian Petroleum Company designed the survey flight grid over 61,000 square kilometers (23,552 square miles).  This area contained subsurface structures and hydrocarbon accumulations whose location was known only to the Syrian Petroleum Company. The SFD Technology Evaluation Survey was designed to be a "blind survey" because NXT did not have any access to the geological databases of SPC or other companies operating in Syria.  Using the interpretation protocol described above, NXT identified 17 Prospect Areas and 108 subsurface structures from the interpretation of the SFD sensor signals from 5,800 kilometers (3,625 miles) of SFD survey lines.

SPC had designed the SFD survey grid so that there were 137 known subsurface structures under the flight lines.  With a coincidence of 108 of 137 subsurface structures the SFD technology was 79% accurate in structure identification. In addition, NXT identified 17 Prospect Areas.  A Prospect Area is a cluster of SFD signal anomalies on multiple flight lines.  The quality of the signal indicated that the Prospect Areas had a high potential for hydrocarbon accumulations. The staff at SPC Exploration Department reviewed the location and ranking of the Prospect Areas and confirmed that SPC had drilled 12 of the 17 Prospect Areas. To date 11 of the 12 were in commercial production at a cumulative daily rate of over 200,000 barrels of oil per day. The other drilled Prospect Area was non-commercial. Of the remaining five Prospect Areas, three had been identified by SPC on conventional seismic surveys and the last two were new prospects for SPC.

NXT retained the services of Dr. Nimr Arab PhD Geophysics to review the results of the SFD Technology Evaluation Survey and the data available to the Syrian Petroleum Company that was used to compare to the SFD results.  The following are the results of that work.

CONCLUSIONS

The survey conducted with the SFD technology in Syria during 2004 confirms the application of the technology as a wide area reconnaissance tool that can be applied to focus conventional exploration activities.

The SFD technology can be applied to high-grade prospects that can be confirmed with conventional exploration techniques, including seismic, significantly increasing the success of exploration while materially reducing both time and costs.

SFD sensors are airborne exploration tools that employ a unique technology at a low cost to measure stress regime distributions associated with tectonic events.  The tools can identify subsurface structures that have a high likelihood of bearing hydrocarbons over a wide range of geological environments and depths, focusing and reducing the time and expense associated with conventional exploration.

NXT conducted a 5,800 km (3,635 miles) blind survey test over an area comprising 61,000 km² (23,835 miles²) encompassing one third of the area of Syria. The survey data was acquired over a period of six days and was closely controlled by the Syrian air force personnel. The Syrian Petroleum Company (“SPC”) established the SFD flight parameters and survey grid.  Using SFD interpretation protocols developed in North America, NXT evaluated the resulting data without any access to geological or production information.  NXT had no opportunity to modify or calibrate interpretation protocols

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developed in North America and NXT was not permitted to retrace flight patterns or to cross anomalies from several directions other than when anomalies occurred at the intersection of survey lines in the preset grid.

NXT identified and submitted 17 “Prospect Areas” which are significant anomalies crossed by more than one grid line, and contain structure(s) with high potential for hydrocarbon accumulation.  NXT’s Prospect Areas correctly identified 12 known drilled areas, 11 of which are cumulatively producing over 200,000 boepd and one of which is not presently economic.  Three known but undrilled seismic anomalies were also identified as Prospect Areas, along with two Prospect Areas in unexplored regions that were recommended by NXT for future exploration. NXT also submitted tables identifying individual structures to SPC. By letter dated May 11^th, 2004, SPC advised NXT that the survey had successfully identified 108 known structures crossed by the grid and had missed 29, a success rate of 79%.  NXT has flown, acquired, processed and interpreted all SFD data and submitted all reports, maps and tables within 32 days to the Syrian Petroleum Company and the Ministry of Petroleum and Mineral Resources of Syria.

In November 2003, NXT’s joint venture partner commenced drilling on an SFD identified prospect at Adsett in northeastern British Columbia, Canada.  The subsurface structure had been confirmed with conventional seismic.  In February of 2004 the operator of the drilling abandoned the well as non-commercial.  The SFD interpretation predicted subsurface structure with the potential for reservoir and possible hydrocarbon accumulation.  The result of the completion operations was the production of natural gas.  However, the well also produced significant quantities of water along with the natural gas making future production operations uneconomical.

We now conduct our activities primarily through our wholly owned subsidiary, NXT Energy Canada Inc., which focuses on Canadian and Middle East exploration. We have a division office in the United Arab Emirates, which is staffed by one consultant. Prior to the sale of our U.S. properties in March of 2003, we also operated through NXT Energy USA Inc. which focused on United States based exploration.  Survey flight activities are conducted through our subsidiary, NXT Aero Canada Inc. The parent company concentrates on improving our SFD survey system and oversees the operations of and provides management, financial and administrative services to our subsidiaries.

Our rights to use our SFD technology arises from the technology agreement that we entered into with Momentum Resources Corporation in 1996 and the subsequent development by NXT of the second generation of operational SFD sensors.  We use the SFD technology on an exclusive worldwide basis to use, possess and control the SFD data for hydrocarbon identification and exploration purposes.

Unless otherwise stated, all dollar references in this report are in U.S. dollars.

RESULTS OF OPERATIONS

Operating revenues

On February 4, 2004, a well at Entice, Alberta, in which we have a 22.5% working interest, commenced production. Our share of production averaged 18 thousand cubic feet (mcf) per day during the quarter ended March 31, 2005.  Revenues, net of royalty expense, for the period were $11,121. The average price received was $4.96 per mcf and the operating cost was $0.75 per mcf.

Operating loss from continuing operations

We incurred an operating loss of $1,617,136 for our quarter ended March 31, 2005, as compared to a loss of $1,029,307 for the corresponding period in 2004, representing a $587,829 (57%) overall increase.  This increase was attributable to the following changes:  

Interest income

Interest expense for the quarter ended March 31, 2005 was $2,548 compared to the 2004 income of $593 and consisted of $4,102 interest on a shareholder loan partially offset by interest of  $1,554 earned on short-term deposits.

Income (loss) from discontinued operations

The expense related to discontinued operations for the quarter ended March 31, 2005 was $4,303 compared to the 2004 expense of $11,032. The expense in both periods relates to administration expense in connection with the preparation and filing of tax returns for NXT’s two inactive subsidiaries.

Other comprehensive income

The foreign currency exchange loss of $28,909 for the quarter ended March 31, 2005 was caused by the change in the United States – Canadian currency rates from $1.2020 at December 31, 2004 to $1.2096 at March 31, 2005. The foreign currency exchange loss of $64,642 for the same period in 2004 was due to the change in rates from $1.2965 at December 31, 2004 to $1.3113 at March 31, 2004.  Comprehensive gains or losses arise in consolidating our accounting records for financial reporting purposes as a result of the fluctuations during the period.

Relationships and Transactions on Terms That Would Not Be Available From Clearly Independent Third Parties

On November 3, 2004, we entered into a loan agreement with our CEO and largest shareholder, Mr. George Liszicasz, in which we borrowed $250,000 CDN.  On November 16, 2004, we amended the loan agreement whereby we borrowed an additional $31,000 US.  On November 17, 2004, we entered into an additional loan agreement with Mr. Liszicasz to borrow a further $100,000 CDN.  On November 19, 2004, we entered into a Loan Agreement Amendment, whereby the maturity date for all three (3) loans was extended to November 17, 2005. On February 7, 2005, we entered into another Loan Agreement Amendment, whereby the maturity date for all three (3) loans was extended further to April 15, 2006. The principal amount of the loan agreement signed on November 17 was later (on April 7, 2005) amended to $88,000 US. We did not utilize this loan until April 15, 2005.

All these agreements provide that the loans accrue interest at the rate of 0.58% per month (7.0% per annum).

On May 20, 2005 we signed a loan agreement with a family trust of one of our directors. The conditions of the loan agreement are as follows: principal amount $175,000 CDN ($140,500 US), 6.5% interest per annum and maturity date on or before June 19, 2005. The loan is secured with the assets of the Company and is repayable without penalty prior to maturity date.

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LIQUIDITY AND CAPITAL RESOURCES

Sources of Cash

In the quarter ended March 31, 2005 we had a net cash outflow of $199,178 compared to the first quarter of 2004 when we had a net cash inflow of $285,043. The 2005 results were  due to the operating activities use of cash of $94,704, cash flow of $19,534 expended in financing activities, $51,728 cash used in investing activities, $4,303 used by discontinued operations and the effects of the fluctuations in foreign exchange of $28,909. The 2004 results were due to the proceeds from the sale of common shares in the amount of $1,078,066, $81,106 raised from exercise of options and $32,419 received from the sale of common shares  partially offset by cash used in operating activities of $825,053, $5,821 used in investing activities, $11,032 used in discontinued operations  and the effect of the fluctuations in foreign exchange of $64,642. Net cash used by our operating activities during the three month period ended March 31, 2005 of $94,704 was an decrease of $730,349 over the same period in 2004 (net cash used in operating activities in the period ended March 31, 2004 was $825,053).

Current Cash Position and Changes in Cash Position

Our cash position as of March 31, 2005 was $88,253 as compared to $287,431as of December 31, 2004.  This decrease in our cash position was attributable to the cash used in operating activities of $94,704 cash flow of $19,534 expended in financing activities, $51,728 cash used in investing activities, $4,303 used by discontinued operations and the effects of the fluctuations in foreign exchange of $28,909.  Our cash position as of March 31, 2004 was $1,309,244 as compared to $1,024,201 as of December 31, 2003.

We had a working capital deficiency of $622,079 as of March 31, 2005. This was mainly the result of continuing operational losses, and investment in oil and natural gas properties. There was a decrease in working capital of $1,310,207 from working capital of $688,128 as of December 31, 2004.  Our losses from operations will likely continue in the second quarter.

Cash used in operating activities in the quarter ended March 31, 2005 decreased by $730,349 (89%) to $94,704 for 2005 as compared to $825,053 for the same period in 2004. The decreased cash draws were attributable mainly to  changes in non-cash working capital and to $218,750 consulting costs settled by issuance of common stock.

Financing activities in the first quarter of 2005 generated $28,500 from the exercise of options and $1,966 from the increase in notes payable and used $50,000 due to a cancellation of a subscription agreement. Financing activities in 2004,  generated $1,078,066 from the issue of common shares, $81,106 from exercise of options and $32,419 from the exercise of warrants.

Investing activities used cash of $51,728 for the quarter ended March 31, 2005 as compared to $5,821 used in the quarter ended March 31, 2004. The reason for the increase was attributable mainly to the investment in oil and gas properties of $473,877 offset by cashing $435,000 of short-term investments.  

Discontinued operations used cash of  $4,303 in the quarter ended March 31, 2005.  The quarter ended March 31, 2004 used $11,032 of cash from discontinued operations.

Other comprehensive income, specifically currency exchange, was a loss of $28,909 in the quarter ended March 31, 2005 as compared to the loss $64,642 in the quarter ended March 31, 2003. The reasons for the change are explained above.

Plan of Operation and Prospective Capital Requirements

We had $88,253 in cash on hand and $115,000 in short term investments as of March 31, 2005. To fund our plans and to contribute toward our reduced administration and operational  requirements for the next twelve months we will be required to raise approximately $650,000 additional financing through equity issues, borrowings or property dispositions. With funds available to the Company we can sustain reduced operations reflecting our cost–cutting measures until June, 2005.

The consolidated financial statements included with this report are prepared using generally accepted accounting principles in the United States of America that are applicable to a going concern, which assumes the realization of assets and the settlement of liabilities in the normal course of operations. Our ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and obtain the necessary financing to meet our obligations and repay liabilities arising from normal business operations when they come due.  The outcome of these matters cannot be predicted with any

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certainty at this time. 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 continue as going concern.

In the three months ended March 31, 2005, we incurred a comprehensive loss of $1,652,896, have an accumulated deficit of $27,662,145, and have a working capital deficiency of $622,079 as at the end of the period.  

We expect to continue incurring net losses from operations and have negative operating cash flows until we can secure revenue-generating activities.  These circumstances raise substantial doubt about our ability to continue as a going concern.  

We have taken the following measures to ensure the ongoing viability of the company:

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On November 3, 2004, we entered into a loan agreement with our CEO and largest shareholder, Mr. George Liszicasz, in which we borrowed $250,000 CDN.  On November 16, 2004, we amended the loan agreement whereby we borrowed an additional $31,000 US.  On November 17, 2004, we entered into an additional loan agreement with Mr. Liszicasz and borrowed a further $100,000 CDN. On November 19, 2004, we entered into a Loan Agreement Amendment with Mr. Liszicasz, whereby the maturity date for all three (3) loans was extended to November 17, 2005. On February 7, 2005, we entered into another Loan Agreement Amendment, whereby the maturity date for all three (3) loans was extended further to April 15, 2006. The principal amount of the loan agreement signed on November 17, 2004 was amended to $88,000 US on April 7, 2005. We did not utilize this loan until April 15, 2005, when the $88,000 was drawn upon.  All these agreements provide that the loans accrue interest at the rate of 0.58% per month (7.0% per annum).

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Mr. Liszicasz has represented to the company to provide an additional loan of $150,000 if and when required.

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On May 20, 2005 we signed a loan agreement with a family trust of one of our directors. The conditions of the loan agreement are as follows: principal amount $175,000 CDN ($140,500 US), 6.5% interest per annum and maturity date on or before June 19, 2005. The loan is secured with the assets of the Company and is repayable without penalty prior to maturity date.

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We have undertaken a variety of cost reduction activities including but not limited to termination of contract employees, reduction of officer’s salaries and reduction of corporate travel.

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The company is currently negotiating a private placement through an Offering Memorandum.  The objective of the private placement is to raise $10,000,000 on a best efforts basis to commercialize the SFD technology through obtaining a contract to provide the SFD survey as a service to third parties.  The proceeds will be used to finance our marketing efforts and the necessary additional resources needed for the execution of the contract. There are no guarantees that the Company will be able to close the private placement. In this event, it is unlikely we will be able to meet our obligations and we may be forced to cease operations and liquidate our assets.

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We are currently negotiating a bridge-financing contract for $500,000, with the option to raise an additional $1,000,000. The proceeds from this financing will fund the operations of the company until we receive the proceeds from the private placement. The conditions of the financing are as follows: the lender will receive interest bearing (8% p.a.) notes, maturing 6 months from the date of issue, convertible into common shares. The notes will be secured by all assets of the company including the SFD Technology. On the closing date, the lender will receive one three-year warrant for every $2.00 invested, subject to approval by the TSX-V. We expect the contract to be signed and the proceeds to be available by the end of May 2005. There are no guarantees that the Company will be able to close the bridge financing. In this event, it is unlikely that we will be able to meet our obligations beginning in June 2005 and we may be forced to cease operations and liquidate our assets.

We can give no assurance that any or all projects in our pending programs will be commercial, or if commercial, will generate sufficient revenues to cover our operating or other costs. Should this be the case, we would be forced, unless we can raise sufficient additional working capital, to suspend our operations, and possibly even liquidate our assets and wind-up and dissolve our company.  We need to raise approximately $650,000 to cover our reduced expenses for the next 12 months.

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All our capital commitments related to flow-through shares issued previously were met.  As at March 31, 2005 we have a capital commitment of $143,286.33 related to the completion an oil and gas property in which we hold 20% working interest.

The consolidated financial statements included with this report are prepared using generally accepted accounting principles that are applicable to a going concern, which assumes the realization of assets and the settlement of liabilities in the normal course of operations. Should this assumption not be appropriate, adjustments in the carrying amounts of the assets and liabilities to their realizable amounts and the classification thereof will be required and these adjustments and reclassifications may be material.

Summarized below are our capital commitments:

OTHER MATTERS

Foreign Exchange

Foreign currency translation gains or losses are included as a comprehensive income (loss) item on our statements of loss and comprehensive loss and shareholders' equity (deficit) in consolidating our accounting records for financial reporting purposes as a result of the fluctuation in United States-Canadian currency exchange rates during that period.  We cannot give you any assurance that our future operating results will not be adversely affected by currency exchange rate fluctuations.  

Effect of Inflation

We do not believe that our operating results were unduly affected during the first quarter of 2005 or 2004 by inflation or changing prices.

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Critical Accounting Policies

We follow the full cost method of accounting for oil and natural gas properties and equipment whereby we capitalize all costs relating to our acquisition of, exploration for and development of oil and natural gas reserves.  Our consolidated financial condition and results of operations are sensitive to, and may be adversely affected by, a number of subjective or complex judgments relating to methods, assumptions or estimates required under the full cost method of accounting concerning the effect of matters that are inherently uncertain.  For example:

          Recent Accounting Pronouncements

In September 2004, the SEC released SAB 106, which expresses the staff’s views on the application of SFAS 143 by oil and gas producing companies following the full cost accounting method.  SAB 106 provides interpretive responses related to computing the full cost ceiling to avoid double-counting the expected future cash outflows associated with asset retirement obligations, required disclosures relating to the interaction of SFAS 143 and the full cost rules, and the impact of SFAS 143 on the calculation of depreciation, depletion, and amortization. This has no impact on our company at this time.

In December 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based Payment that revised FASB Statement No. 123, Accounting for Stock-based Compensation and superseded APB Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance. SFAS No. 123R focuses primarily on accounting for transactions in which an entity obtains employee services through share-based employee transactions. SFAS No. 123R requires a public entity to measure the cost of employee services received in exchange for the award of equity instruments based on the fair value of the award at the date of grant. The cost will be recognized over the period during which an employee is required to provide services in exchange for the award. SFAS No. 123R is effective as of the beginning of the first or annual reporting period that begins after June 15, 2005. The ultimate amount of increased compensation expense will be dependent on whether the company adopts SFAS 123R using the modified prospective or retrospective method, the number of option shares granted during the year, their timing and vesting period, and the method used to calculate the fair value of the awards, among other factors.

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The company has begun, but has not completed, evaluating the impact of adopting SFAS 123R on its results of operations. The company currently determines the fair value of stock-based compensation using a Black-Scholes option-pricing model.  In connection with evaluating the impact of adopting SFAS 123R, the company is also considering the potential implementation of different valuation models to determine the fair market value of stock-base compensation, although no decision has been yet made. However, the company does believe that the adoption of SFAS 123R will have a material impact on its results of operations, regardless of the valuation technique used.

To assist in the implementation of SFAS No. 123(R)  the SEC issued SAB No 107, “Share-Based Payment”. While SAB No. 107 addresses a wide range of issues, the largest area of focus is valuation methodologies and the selection of assumptions. Notably, SAB No 107 lays out simplified methods for developing certain assumptions. In addition to providing the SEC staff’s interpretive guidance on SFAS No. 123(R),  SAB No. 107 addresses the interaction of SFAS No. 123(R) with existing SEC guidance  (e.g. the interaction with the SEC’s guidance dealing with non-GAAP disclosures). Its intent is to clarify, not change, any of SFAS No. 123(R)’s guidance. The company is reviewing the standard and guidance to determine the potential impact, if any, on our consolidated financial statements.

In March 2005, the FASB issued FSP FIN 46(R)-5, “Implicit Variable Interests Under FASB Interpretation No. 46(R), Consolidations of Variable Interest Entities”  to address whether a company has an implicit variable interest in a VIE or potential VIE when specific conditions exist. The guidance describes an implicit variable interest as an implied financial interest in an entity that changes with changes in the fair market value of the entity’s net assets exclusive of variable interests. An implicit variable interest acts the same as an explicit variable interest except it involves the absorbing and/or receiving of variability indirectly from the entity (rather than directly). Restatement to the date of initial application is permitted but not required. The company is reviewing the guidance to  determine the potential impact, if any, on its consolidated financial statements.

The following standards issued by the FASB do not impact us at this time:

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Statement No. 149 – Amendment for Statement 133 on Derivative Instruments and Hedging Activities effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003.

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Statement No. 150 – Accounting for Certain Instruments with Characteristics of Both Liabilities and Equity effective for financial instruments issued at the beginning of the first interim period beginning after June 15, 2003.

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Fin 45 – Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others effective prospectively for guarantees issued or modified after December 31, 2002 for initial recognition and initial measurement provisions; for financial statements of interim or annual periods ending after December 15, 2002 for disclosure requirements.

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Interpretation No. 46 - Consolidation of Variable Interest Entities, effective for financial statements issued after January 31, 2003

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Interpretation No. 46R Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51, requires consolidation of entities in which the Corporation is the primary beneficiary, despite not having voting control, effective for financial statements issued after December 31, 2003.

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SFAS 146 – Accounting for Costs Associated with Exit or Disposal Activities, effective prospectively for such activities initiated after December 31, 2002. It requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan.

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In September 2004, the SEC released SAB 106, which expresses the staff’s views on the application of SFAS 143 by oil and gas producing companies following the full cost accounting method.  SAB 106 provides interpretive responses related to computing the full cost ceiling to avoid double-counting the expected future cash outflows associated with asset retirement obligations, required disclosures relating to the interaction of SFAS 143 and the full cost rules, and the impact of SFAS 143 on the calculation of depreciation, depletion, and amortization. This has no impact on our company at this time.

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In December 2004, the FASB issued SFAS No. 153, Exchanges of Non-monetary Assets, an amendment of APB Opinion No. 29 that amends Opinion 29 to eliminate the exception from fair market measurement for nonmonetary exchanges of similar productive assets and replaces it with an exception for exchanges that do not have commercial substance. The provisions of this statement are effective for all nonmonetary exchanges occurring in fiscal years beginning after June 15, 2005. The adoption of this Statement is not expected to have material effect on the results of operations or financial position of the company.

Management

Our success is dependent upon the continuing efforts of Mr. George Liszicasz, the inventor of the SFD technology and our Chief Executive Officer/Chief Financial Officer, who is responsible for the SFD technology and SFD interpretation activities.  The loss of Mr. Liszicasz would likely have a material adverse effect on our business, consolidated financial condition and results of operations.  While we have entered into an employment and non-competition agreement with Mr. Liszicasz, he nevertheless cannot be prevented from leaving NXT so long as he does not employ SFD technology for oil and natural gas exploration purposes.  

Our success will depend to a significant extent on our ability to engage one or more qualified oil and gas professionals. Our inability to fill these positions could have a material adverse effect on our business, consolidated financial condition and results of operations.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

OIL AND GAS PRICE FLUCTUATIONS

Our primary market risk is market changes in oil and natural gas prices.  Prospective revenues from the sale of products or properties will be impacted by oil and natural gas prices.  Similarly, our ability to acquire petroleum and natural gas rights and to drill the lands is also directly affected since competition for and the cost to acquire petroleum and natural gas rights is generally a function of oil and natural gas prices.  Specifically, increases in oil and natural gas prices are generally accompanied by increases in industry competition and costs to acquire drilling rights, while decreases in oil and natural gas prices are generally accompanied by a similar decline in competition and costs to acquire drilling rights.  

CURRENCY FLUCTUATIONS

We currently hold our cash in Canadian and US currency. This does expose us to exchange rate fluctuations between the Canadian and United States currencies. However, we are planning to expand our operations in the international markets and the U.S. dollar is the standard currency for international transactions in the oil and gas industry. Therefore, we intend to continue using the U.S. dollar as our reporting currency for the foreseeable future. As we become more active in international markets we will transfer cash into U.S. currency based upon expected needs at that time.  We have not previously engaged in activities to mitigate the effects of foreign currency.  Based on the 2004 distribution of revenue and cash flows a one percent change in the Canadian dollar rate relative to the U.S. dollar is estimated to affect revenues by $513 and expenses by $26,208 in 2005.

INTEREST RATE FLUCTUATIONS

We currently maintain the bulk of our available cash in Canadian dollars and our reported interest income from these short-term investments could be adversely affected by any material changes in interest rates within Canada.

ITEM 4.   CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (principal executive officer) and our VP Finance (principal financial officer) as appropriate, to allow timely decisions regarding required disclosure.   

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As of March 31, 2005, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (principal executive officer) and our VP Finance (principal financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-14.  Based upon the foregoing, our Chief Executive (principal executive officer) and our VP Finance (principal financial officer) concluded that our internal control over financial reporting are effective in the timely alerting of management to material information relating to us which is required to be included in our periodic SEC filings.  

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer (principal executive officer) and our VP Finance (principal financial officer) , to allow timely decisions regarding required disclosure.

During our most recently completed fiscal quarter ended March 31, 2005, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.

The term “internal control over financial reporting” is defined as a process designed by, or under the supervision of, the registrant's principal executive and principal financial officers, or persons performing similar functions, and effected by the registrant's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

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pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;

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provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and

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provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant's assets that could have a material effect on the financial statements.

PART II

ITEM 1.   LEGAL PROCEEDINGS

On November 27, 2002, we were served a Statement of Claim, which had been filed on November 25, 2002, in the Court of Queen’s Bench of Alberta, Judicial District of Calgary (Action No. 0201-19820), naming Energy Exploration Technologies Inc. and George Liszicasz as defendants.  Mr. Dirk Stinson, the plaintiff, alleges that NXT failed to pay him compensation of $74,750, plus interest, under a consulting agreement and further alleges that NXT, without lawful justification, obstructed Mr. Stinson from trading his shares of NXT.  On December 10, 2002, we filed our Statement of Defense.  Mr. Stinson is a past President and director of NXT and is currently a director and shareholder of Momentum Resources.  We believe the claim against us is contentious because of the ambiguity of the arrangements and we are vigorously defending ourselves against the claim.

On March 18, 2003, we were served a Statement of Claim which had been filed on March 14, 2003, in the Court of Queen’s Bench of Alberta, Judicial District of Calgary (Action No. 0301-04309), naming Glen Coffey, Murray’s Aviation Repairs (1980) Ltd., Energy Exploration Technologies, its wholly-owned subsidiary, NXT Energy Canada, Inc., Dennis Wolsky, as Administrator of the Estate of Jerry Wolsky, deceased and Embassy Aero Group Ltd. as defendants.  Tops Aviation Ltd., Spartan Aviation Inc. and John Haskakis (the “Plaintiffs”) allege that the defendants were negligent and in breach of a Ferry Flight Contract between one or some of the defendants and one or some of the Plaintiffs under which Mr. Jerry Wolsky was to deliver a Piper Twin Comanche aircraft to Athens, Greece.  The aircraft crashed in Newfoundland enroute to Athens killing Mr. Wolsky. The Plaintiffs are seeking, among other

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things, damages in the amount of $450,000 CDN 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.

Neither we nor our subsidiary, NXT Energy Canada, Inc., were parties to the Ferry Flight Contract.  We believe the claim against us and our subsidiary is without merit and intend to vigorously defend ourselves against the claim and will seek an expeditious dismissal of the claim.

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

 On December 2, 2004 NXT raised $1,000,000 from the sale of 571, 429 Units consisting of one common share and one full common share purchase warrant with an exercise price of $2.75 per common share.  The transaction was completed with Dynamic Focus Resource fund of Toronto, Ontario, Canada.

On January 13, 2005 we issued 100,000 common shares valued at $1.75 per share to Pangaea Investments Inc. in exchange for general business consulting services provided.

On January 3, 2005 we issued 25,000 restricted common shares valued at $1.75 per share to CoMarConGbR Germany for investor awareness and promotion services. Another 25,000 restricted common shares are held in escrow pending CoMarCon’s fulfillment of a condition of the agreement.

On March 17, 2005, we raised $20,000 through a private placement of 10,000 units.  Each unit consisted of a common share at $2.00 ($2.60 CDN) per share and a warrant with a strike price of $2.75 and a one year life

On March 30, 2005, we raised $49,198 through a private placement of 23,600 units.  Each unit consisted of a common share at $2.00 ($2.60 CDN) per share and a warrant with a strike price of $2.75 and a one year life.

These securities were exempt from registration due to the exemption found in Regulation S promulgated by the Securities and Exchange Commission under the Securities Act of 1933. These sales were offshore transactions since all of the offerees were not in the United States and the purchasers were outside the United States at the time of the purchase. Moreover, there were no directed selling efforts of any kind made in the United States neither by us nor by any affiliate or any person acting on our behalf in connection with any of these offerings. All offering materials and documents used in connection with the offers and sales of the securities included statements to the effect that the securities have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States or to U.S. persons unless the securities are registered under the Act or an exemption there from is available and that no hedging transactions involving those securities may not be conducted unless in compliance with the Act. Each purchaser under Regulation S certified that it is not a U.S. person and is not acquiring the securities for the account or benefit of any U.S. person and agreed to resell such securities only in accordance with the provisions of Regulation S, pursuant to registration under the Act or pursuant to an available exemption from registration. The shares sold are restricted securities and the certificates representing these shares have been affixed with a standard restrictive legend, which states that the securities cannot be sold without registration under the Securities Act of 1933 or an exemption there from and we are required to refuse to register any transfer that does not comply with such requirements.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.   OTHER INFORMATION

None.

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ITEM 5.   EXHIBITS

(a) Exhibits

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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this quarterly report on form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated at Calgary, Alberta, this 23^rd day of May, 2005.

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