0001140361-11-051869.txt : 20111104 0001140361-11-051869.hdr.sgml : 20111104 20111104160231 ACCESSION NUMBER: 0001140361-11-051869 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20111104 DATE AS OF CHANGE: 20111104 GROUP MEMBERS: MCAPM LP GROUP MEMBERS: MORK CAPITAL MANAGEMENT FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MORK MICHAEL PAUL CENTRAL INDEX KEY: 0001513328 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 235 HEALDSBURG AVENUE, SUITE 204 CITY: HEALDSBURG STATE: CA ZIP: 95448 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NXT Energy Solutions Inc. CENTRAL INDEX KEY: 0001009922 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 611126904 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55657 FILM NUMBER: 111181168 BUSINESS ADDRESS: STREET 1: 505 3RD STREET, S.W. STREET 2: SUITE 1400, CITY: CALGARY, T2P 3E6 STATE: A0 ZIP: 90035 BUSINESS PHONE: 403-264-7020 MAIL ADDRESS: STREET 1: 505 3RD STREET, S.W. STREET 2: SUITE 1400, CITY: CALGARY, T2P 3E6 STATE: A0 ZIP: 90035 FORMER COMPANY: FORMER CONFORMED NAME: ENERGY EXPLORATION TECHNOLOGIES / DATE OF NAME CHANGE: 20000628 FORMER COMPANY: FORMER CONFORMED NAME: PINNACLE OIL INTERNATIONAL INC DATE OF NAME CHANGE: 20000626 FORMER COMPANY: FORMER CONFORMED NAME: ENERGY EXPLORATION TECHNOLOGIES DATE OF NAME CHANGE: 20000616 SC 13D/A 1 sc13da.htm MORK CAPITAL MANAGEMENT SC 13D/A 11-4-2011 sc13da.htm
CUSIP No. 62948Q107
SCHEDULE 13D/A
Page 1 of 10


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

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)

NXT ENERGY SOLUTIONS, INC
(Name of Issuer)


Common Stock
(Title of Class of Securities)

62948Q107
(CUSIP Number)
 
 
 
Mr. Michael Mork
235 Healdsburg Ave, Suite 204
Healdsburg, CA 95448
Telephone:  (707) 431-1057
 
 
 
November 4, 2011
(Date of Event which Requires Filing of this Statement)
 
 
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
CUSIP No. 62948Q107
SCHEDULE 13D/A
Page 2 of 10
 
1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
 
MCAPM, L.P.
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)  x
 
(b)
3.
SEC Use Only
4.
Source of Funds (See Instructions)  WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.
Citizenship or Place of Organization:
California
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
 
7. Sole Voting Power:  0
8. Shared Voting Power:  1,077,040
9.  Sole Dispositive Power:  0
10. Shared Dispositive Power:  1,077,040
11.
Aggregate Amount Beneficially Owned by Each Reporting Person:  2,431,434
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.
Percent of Class Represented by Amount in Row (11):  7.11%
14.
Type of Reporting Person (See Instructions)
PN
 
 
 
 

CUSIP No. 62948Q107
SCHEDULE 13D/A
Page 3 of 10
 
1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
 
Mork Capital Management
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)  x
 
(b)
3.
SEC Use Only
4.
Source of Funds (See Instructions)  OO
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.
Citizenship or Place of Organization:
California
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
 
7. Sole Voting Power:  0
8. Shared Voting Power:  1,077,040
9.  Sole Dispositive Power:  0
10. Shared Dispositive Power:  1,077,040
11.
Aggregate Amount Beneficially Owned by Each Reporting Person:  2,431,434
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.
Percent of Class Represented by Amount in Row (11):  7.11%
14.
Type of Reporting Person (See Instructions)
OO

 
 
 
 
CUSIP No. 62948Q107
SCHEDULE 13D/A
Page 4 of 10
 
1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
 
Michael Mork
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)  x
 
(b)
3.
SEC Use Only
4.
Source of Funds (See Instructions)  PF
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.
Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
 
7. Sole Voting Power:  1,354,394
8. Shared Voting Power:  1,077,040
9.  Sole Dispositive Power:  1,354,394
10. Shared Dispositive Power:  1,077,040
11.
Aggregate Amount Beneficially Owned by Each Reporting Person:  2,431,434
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.
Percent of Class Represented by Amount in Row (11):  7.11%
14.
Type of Reporting Person (See Instructions)
IN

 
 
 
 
CUSIP No. 62948Q107
SCHEDULE 13D/A
Page 5 of 10

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned on February 25th, 2011.  Such Schedule 13D is hereby amended as follows:
 
Item 3.
Source and Amount of Funds or Other Consideration
 
Item 3 is hereby amended and restated to read as follows:
 
The amount of funds expended to date by Michael Mork to acquire the 1,354,394 shares of Common Stock is $1,456,816.08. The source of the funds for these transactions was the personal funds of Michael Mork. These shares were purchased in the open market and through private placements.
 
On February 17th, 2011, in a private placement Michael Mork purchased 200,000 of the Issuer’s units (“Units”).  Each Unit consisted of one Common Share ("Share") and one warrant ("Warrant"). Each Warrant entitled the holder to acquire an additional Share at a price of $0.60 per Share on or before February 16, 2012, subject to acceleration in the event the Company issues a press release advising that the Shares have traded on the TSX Venture Exchange at a price per share greater than $0.90 for 10 consecutive trading days, in which case the Warrants shall expire, without further notice, on the 30th day following the issuance of the press release. On November 3rd, 2011 Michael Mork exercised his warrants from the private placement dated February 17th, 2011.
 
The amount of funds expended to date by MCAPM, L.P. to acquire the 1,077,040 shares of Common Stock it holds in its name is $1,923,512.69.  Such funds were provided from MCAPM, L.P.'s working capital. These shares were purchased in the open market.
 
Item 4.
Purpose of Transaction
 
Item 4 is hereby amended and restated to read as follows:
 
The purpose in acquiring shares of Common Stock of the Issuer is to profit from the appreciation in the market price of the shares of Common Stock. Current board member Mr. John Agee appointed on July 25th, 2011 is the brother-in-law of Mr. Michael Mork.
 
 
 
 
 
CUSIP No. 62948Q107
SCHEDULE 13D/A
Page 6 of 10
 
Item 5. 
Interest in Securities of the Issuer
 
Item 5 is hereby amended and restated to read as follows:
 
The percentages used in this filing are calculated based on the number of outstanding shares of Common Stock, 34,202,396 compromised of the 200,000 common shares granted upon warrant exercise and the 34,002,396  indicated as the number of outstanding shares as of June 30th, 2011, in the Issuer's Form 6-K filed with the Securities and Exchange Commission on August 30th, 2011.
 
(A)  MCAPM, L.P.
 
 
(a) 
Aggregate number of shares beneficially owned:  1,077,040Percentage:  3.15%

 
(b)
1.  Sole power to vote or to direct vote:  0
 
 
2.  Shared power to vote or to direct vote:  1,077,040
 
 
3.  Sole power to dispose or to direct the disposition:  0
 
 
4.  Shared power to dispose or to direct disposition:  1,077,040
 
 
(c)
Within the past sixty days, MCAPM, L.P. has made the following purchase of common stock:
 
 
Date
  
Number of
Shares
    
Price Per
Share
    
Total
Purchase Price
  
10/31/2011
     10,500     $ 0.7903     $ 8,298.15  
11/01/2011
     15,500     $ 0.80     $ 12,400.00  
11/02/2011
     1,040     $ 0.80     $ 832.00  

 
(d) 
Because he is the owner and Chief Executive of Mork Capital Management, which is the general partner of MCAPM, L.P., Michael Mork has the power to direct the affairs of MCAPM, L.P., including the voting and disposition of shares of Common Stock held in the name of MCAPM, L.P..  Therefore, Michael Mork is deemed to share voting and disposition power with MCAPM, L.P. with regard to those shares of Common Stock.
 
 
 
 

CUSIP No. 62948Q107
SCHEDULE 13D/A
Page 7 of 10
 
(B)   Mork Capital Management
 
 
(a) 
Aggregate number of shares beneficially owned:  1,077,040
Percentage:  3.15%
 
(b)
1.  Sole power to vote or to direct vote:  0
 
 
2.  Shared power to vote or to direct vote:  1,077,040
 
 
3.  Sole power to dispose or to direct the disposition:  0
 
 
4.  Shared power to dispose or to direct disposition:  1,077,040
 
 
(c)
Within the past sixty days, Mork Capital Management, has made the following purchase of common stock:
 
 
Date
  
Number of
Shares
    
Price Per
Share
    
Total
Purchase Price
  
10/31/2011
     10,500     $ 0.7903     $ 8,298.15  
11/01/2011
     15,500     $ 0.80     $ 12,400.00  
11/02/2011
     1,040     $ 0.80     $ 832.00  

 
(d) 
Because he is the owner and Chief Executive of Mork Capital Management, which is the general partner of MCAPM, L.P., Michael Mork has the power to direct the affairs of MCAPM, L.P., including the voting and disposition of shares of Common Stock held in the name of MCAPM, L.P..  Therefore, Michael Mork is deemed to share voting and disposition power with MCAPM, L.P. with regard to those shares of Common Stock.
 
(C)  Michael Mork
 
 
(a) 
Aggregate number of shares beneficially owned:  2,431,434
Percentage:  7.11%
 
(b)
1.  Sole power to vote or to direct vote:  1,354,394
 
 
2.  Shared power to vote or to direct vote:  1,077,040
 
 
3.  Sole power to dispose or to direct the disposition:  1,354,394
 
 
4.  Shared power to dispose or to direct disposition:  1,077,040
 
 
 
 
 
CUSIP No. 62948Q107
SCHEDULE 13D/A
Page 8 of 10
 
 
(c)
Within the past sixty days, Michael Mork purchased shares of Common Stock as follows:
 
 
Date
  
Number of
Shares
    
Price Per
Share
    
Total
Purchase Price
  
11/03/2011
     200,000 *   $ 0.60     $ 120,000.00  
*exercise of warrants at $0.60
Item 7
Material to be Filed as Exhibits
 
Item 7 is hereby amended and restated to read as follows:
 
   
   
Exhibit No.
Description
1
Joint Filing Agreement, dated November 3rd, 2011
 
 
 
 

CUSIP No. 62948Q107
SCHEDULE 13D/A
Page 9 of 10
 
SIGNATURES
 
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
 
Date: November 3rd, 2011
  
 
 
 
MCAPM , L.P.
 
 
 
/s/ Michael Mork
 
By:
Michael Mork
 
 
General Partner
 
 
 
 
Mork Capital Management
 
 
 
/s/ Michael Mork
 
By:
Michael Mork
 
 
Owner and Chief Executive
 
 
 
 
 
Michael Mork
 
 
 
/s/ Michael Mork
 
Michael Mork
 
 
 
 

CUSIP No. 62948Q107
SCHEDULE 13D/A
Page 10 of 10
 
EXHIBIT 1
JOINT FILING AGREEMENT
 
                        Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Schedule 13D to which this Joint Filing Agreement is being filed as an exhibit shall be a joint statement filed on behalf of each of the undersigned.
 
 
Date:    November 3rd, 2011
  
   
 
MCAPM , L.P.
 
 
 
/s/ Michael Mork
 
By:
Michael Mork
 
 
General Partner
 
 
 
 
Mork Capital Management
 
 
 
/s/ Michael Mork
 
By:
Michael Mork
 
 
Owner and Chief Executive
 
 
 
 
 
Michael Mork
 
 
 
/s/ Michael Mork
 
Michael Mork