CC Filed by Filing Services Canada Inc. 403-717-3898

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MuHH4BwctU5O7lHv4aA5CJiq5LTQfnKjXepFxyokGFLUGRL7V2C+lGiBP423mhVm Zhpe+9117udGZFO+alU4+g== 0001137171-06-002146.txt : 20061129 0001137171-06-002146.hdr.sgml : 20061129 20061129154842 ACCESSION NUMBER: 0001137171-06-002146 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20061127 FILED AS OF DATE: 20061129 DATE AS OF CHANGE: 20061129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENERGY EXPLORATION TECHNOLOGIES / CENTRAL INDEX KEY: 0001009922 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 611126904 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24027 FILM NUMBER: 061245402 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: PINNACLE OIL INTERNATIONAL INC DATE OF NAME CHANGE: 20000626 FORMER COMPANY: FORMER CONFORMED NAME: ENERGY EXPLORATION TECHNOLOGIES DATE OF NAME CHANGE: 20000616 6-K 1 energyex6k112906.htm ENERGY EXPLORATION TECHNOLOGIES INC. FORM 6-K CC Filed by Filing Services Canada Inc. 403-717-3898

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

FORM 6-K

Report of Foreign Private Issuer

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

For the month of November 2006

Commission File Number: 000-24027

Energy Exploration Technologies Inc.

(Translation of registrant's name into English)

1400, 505-3^rd Street S.W.

Calgary, Alberta T2P 3E6

Canada
(Address of principal executive offices)

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

Form 20-F X Form 40-F ____

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

Yes _____ No X

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

Yes _____ No X

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

Yes _____ No X

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

The Issuer is filing material documents not previously filed.

TABLE OF CONTENTS

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



Exhibit	Description
33.1	CEO Certification
33.2	CFO Certification
99.1	Third Quarter Interim Report
99.2	Management's Discussion & Analysis

SIGNATURES

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

Date: November 27, 2006

Energy Exploration Technologies Inc.

By: /s/ Ken Rogers

Name: Ken Rogers

Title: Vice-President Finance and Chief Financial Officer

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

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

I, George Liszicasz, Chief Executive Officer, certify that:

I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of Energy Exploration Technologies Inc., (the issuer) for the interim period ending September 30, 2006;

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

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

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

(a)

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

(b)

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

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

Date: November 27, 2006

/s/ George Liszicasz

George Liszicasz

Chief Executive Officer

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

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

I, Ken Rogers, Chief Financial Officer and Vice President Finance, certify that:

(a)

(b)

Date: November 27, 2006

/s/ Ken Rogers

Ken Rogers

CFO and VP Finance

EX-99.1 4 financials.htm THIRD QUARTER INTERIM REPORT CC Filed by Filing Services Canada Inc. 403-717-3898

ENERGY EXPLORATION TECHNOLOGIES INC
Third Quarter Interim Report
for the nine months ended and as at September 30, 2006

ENERGY EXPLORATION TECHNOLOGIES INC
Consolidated Balance Sheets
(Unaudited and unreviewed) (Expressed in U.S. dollars except share data)

		September 30,			December 31,
		2006			2005
Assets
Current assets:
Cash and cash equivalents	$	912,694		$	1,059,277
Short term investments		1,000,000			45,000
Accounts receivable		12,808			63,101
Due from officers and employees		-			2,884
Work-in-progress [note 2]		65,970			-
Prepaid expenses and other		112,798			59,953
		2,104,270			1,230,215
Oil and natural gas properties, on the basis of full cost accounting, net of impairments [notes 2
and 3]		1,122,317			1,088,244
Other property and equipment, net of accumulated depreciation,amortization and impairment
[notes 2 and 4]		210,155			140,864
	$	3,436,742		$	2,459,323
Liabilities And Shareholders' Equity
Current liabilities:
Trade payables	$	224,390		$	337,702
Note payable [note 6]		179,043			-
Other accrued liabilities [note 5]		90,406			883,015
Deferred revenue [note 2]		269,681			-
Convertible debentures [note 9]		587,157			981,986
Fair value of conversion feature [note 9]		79,007			1,421,384
		1,429,684			3,624,087
Long term Liabilities:
Note payable [note 6]		-			207,625
		1,429,684			3,831,712
Commitments and contingencies [notes 1 and 11]		-			-
Shareholders' equity:
Preferred shares:- Authorized unlimited
Issued: 10,000,000 [note 8]		3,000,000			3,000,000
Common shares: - Authorized unlimited
Issued: 26,961,079 shares issued as of September 30, 2006 and 21,511,244 shares issued as of
December 31, 2005, respectively [note 7]		32,424,357			28,229,691
Contributed Capital		3,146,181			1,010,589
Deficit		(36,810,939	)		(33,874,636	)
Accumulated other comprehensive gain		247,459			261,967
		2,007,058			(1,372,389	)
	$	3,436,742		$	2,459,323

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

ENERGY EXPLORATION TECHNOLOGIES INC
Consolidated Statements of Loss and Comprehensive Loss
(Unaudited and unreviewed) (Expressed in U.S. dollars except share data)

		Three months ended						Nine months ended
		September 30,						September 30,
		2006			2005			2006			2005
Revenues
Oil and natural gas revenue	$	7,378		$	14,507		$	28,257		$	35,172
Operating expenses
Oil and natural gas operating expenses		1,932			1,532			3,678			3,511
Administrative		520,234			298,364			1,891,992			1,866,921
Depletion and impairment of oil and natural
gas properties [note 3]		5,650			5,201			41,200			514,185
Amortization and depreciation [note 4]		22,253			11,073			48,408			45,961
Survey operations and support		(34	)		-			29,021			1,141
		550,035			316,170			2,014,299			2,431,719
Operating loss		(542,657	)		(301,663	)		(1,986,042	)		(2,396,547	)
Other expense
Interest		3,564			(8,521	)		10,347			(16,969	)
Interest on convertible debentures [note 9]		(33,539	)		-			941,504			-
Other income		(1,590	)		-			(1,590	)		-
		(31,565	)		(8,521	)		950,261			(16,969	)
Net loss
before income taxes		(511,092	)		(310,184	)		(2,936,303	)		(2,413,516	)
Income tax benefit		-			17,134			-			17,134
Net loss	$	(511,092	)	$	(293,050	)	$	(2,936,303	)	$	(2,396,382	)
Other comprehensive loss:
Foreign currency translation adjustments		(6,359	)		65,449			(14,508	)		27,114
Comprehensive loss	$	(517,451	)	$	(227,601	)	$	(2,950,811	)	$	(2,369,268	)
Basic and diluted loss per share [note 7]	$	(0.02	)	$	(0.01	)	$	(0.12	)	$	(0.11	)
Weighted average common shares outstanding		26,820,467			21,292,749			24,383,191			21,253,266

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

ENERGY EXPLORATION TECHNOLOGIES INC
Consolidated Statements of Cash Flow
(Unaudited and unreviewed) (Expressed in U.S. dollars)

		Three months ended						Nine months ended
		September 30,						September 30,
		2006			2005			2006			2005
Operating activities
Net loss	$	(511,092	)	$	(293,050	)	$	(2,936,303	)	$	(2,396,382	)
Amortization and depreciation of other property
and equipment		22,253			11,073			48,408			45,961
Depletion and impairment of oil and natural gas
properties		5,650			5,201			41,200			514,185
Costs settled by issuance of common stock and
options		-			-			1,130,401			218,750
Changes in non-cash working capital
Accounts receivable		14,533			(530	)		50,293			328,432
Work in progress		(65,970	)		-			(65,970	)		-
Interest accrued on loan to former employee		-			(3,457	)					(3,840	)
Due from officers and employees		138			(5,123	)		2,884			(1,209	)
Prepaid expenses		(28,217	)		3,613			(52,845	)		(2,889	)
Deferred revenue		224,886			-			269,681			-
Trade payables		(8,284	)		(56,488	)		(113,312	)		249,060
Other accrued liabilities		(1,558	)		479,117			(792,609	)		853,515
Compensation settled with options		137,957			-			328,576			-
Non-cash interest expense		(33,538	)		-			941,504			-
Net cash used by operating activities		(243,242	)		140,356			(1,148,092	)		(194,417	)
Financing activities
Funds raised through note payable		1,418			6,171			1,418			241,949
Funds raised through the sale of common shares,
net of issuance costs		(1,445	)		-			2,092,500			-
Funds raised through the exercise of options		17,800			-			70,071			28,500
Subscriptions payable		-			-			-			(49,515	)
Net cash generated by financing activities		17,773			6,171			2,163,989			220,934
Investing activities
Funds invested in other property and equipment		(20,541	)		(7,703	)		(83,906	)		(25,048	)
Funds invested in oil and natural gas properties		(29,522	)		(69,164	)		(31,915	)		(561,266	)
Proceeds on sale of oil and gas properties		-			50,000						50,000
Funds borrowed by an employee		(570	)		-			-			-
Funds generated by (used in) short term
investments		(1,000,000	)		20,000			(955,000	)		505,000
Net cash generated by (used in) investing activities		(1,050,633	)		(6,867	)		(1,070,821	)		(31,314	)
Effect of foreign exchange loss on working capital		(29,133	)		65,449			(91,659	)		27,114
Net cash inflow (outflow)		(1,305,235	)		205,109			(146,583	)		22,317
Cash , beginning of period		2,217,929			104,639			1,059,277			287,431
Cash, end of period	$	912,694		$	309,748		$	912,694		$	309,748
Non Cash Financing activities
Release of subscriptions payable through the
issuance of common shares	$	-		$	12,027		$	-		$	81,225
Cash paid for taxes	$	-		$	-		$	-		$	-
Cash paid for interest	$	3,485		$	-		$	9,315		$	-

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

ENERGY EXPLORATION TECHNOLOGIES INC
Consolidated Statements of Shareholders' Equity (Deficit)
(Unaudited and unreviewed) (Expressed in U.S. dollars except share data)

	For the nine months period ended				For the nine months period ended
	September 30, 2006				September 30, 2005
	Units		Amount		Units		Amount
Common Stock
Balance at the beginning of the period	21,511,244	$	28,229,691		21,055,171	$	27,565,636
Issued upon exercise of stock options	120,000		70,071		75,000		28,500
Issued through conversion of debentures	2,448,404		2,678,711
Issued for cash pursuant to private placement; net
of issue costs	2,124,000		585,194		39,600		81,710
Issued as a finders fee	152,560		-		-		-
Shares issued for services	604,871		860,690		125,000		218,750
Balance at end of period	26,961,079		32,424,357		21,294,771		27,894,596
Preferred Shares
Balance at the beginning of the period	10,000,000		3,000,000		-		-
Balance at end of period	10,000,000		3,000,000		-		-
Contributed Capital
Balance at the beginning of the period			1,010,589				-
Stocked based compensation on stock warrants			1,799,979				-
Stocked based compensation on stock options
issued to employees			306,068				-
Stocked based compensation on stock options
issued to contractors			29,545				-
Issued pursuant private placement			-				-
Balance at end of period			3,146,181				-
Deficit
Balance at the beginning of the period			(33,874,636	)			(26,038,158	)
Net Loss for period			(2,936,303	)			(2,396,382	)
Balance at end of period			(36,810,939	)			(28,434,540	)
Accumulated other comprehensive income
Balance at the beginning of the period			261,967				265,639
Net comprehensive income			(14,508	)			27,114
Balance at end of period			247,459				292,753
Total Shareholders Equity	$		2,007,058		$		(247,191	)

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

ENERGY EXPLORATION TECHNOLOGIES INC
Notes to the Consolidted Financial Statements
For the nine month period and as at September 30, 2006
(Unaudited and unreviewed) (Expressed in U.S. dollars)

1. Organization and Ability to Continue Operations

Energy Exploration Technologies Inc. ("we", " company" or "NXT" ) was incorporated under the laws of the State of Nevada on Septemer 27, 1994. The reverse takeover by Pinnacle Oil Inc. of the original company on October 20, 1995 triggered the "continuing entity" for financial accounting purposes under United States of America ("U.S." ) GAAP.

In March 2003 we divested all our U.S. properties. For reporting purposes, the results of operations and the cash flows of the U.S. properties had been presented as discontinued operations.

NXT was continued from the State of Nevada to the Province of Alberta, Canada on October 24, 2003. The shareholders voted on and approved this change, which moved the jurisdiction of incorporation from the U.S. to Canada.

We are a technology based reconnaissance exploration company which utilizes our proprietary stress field detection (SFD ) remote sensing airborne survey technology to quickly and inexpensively identify and highgrade oil and natural gas prospects.

For the nine months ended September 30, 2006, we incurred a loss of $2,936,303 and had $36,810,939 accumulated deficit at September 30, 2006. Our working capital at September 30, 2006 was $674,586. The net cash used in operating activities was $1,148,092 for the nine months ended September 30, 2006.

Our ability to continue as a going concern beyond one year is dependent upon our ability to generate profitable operations and / or obtain the additional 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 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 a going concern.

We are executing a business plan to allow us to continue as a going concern. We are scheduled to complete a survey contract for a fee in 2006 and plan to complete additional survey contracts in the future. We cannot give assurance that we will be successful in executing this plan. Should we fail to earn revenue we would ultimately be forced to suspend our operations, liquidate our assets, wind-up and dissolve our company.

These consolidated financial statements are prepared using U.S. 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.

2. Significant Accounting Policies

Basis of Presentation

We have prepared these consolidated financial statements as at September 30, 2006 and for the nine month interim periods ended September 30, 2006 and 2005 in accordance with accounting principles generally accepted in the U.S. for interim financial reporting. While the 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 U.S. for complete financial statements. The results of operations for the nine months ended September 30, 2006 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, 2005.

Consolidation

We have consolidated the accounts of our wholly owned subsidiaries with those of NXT in the course of preparing these consolidated financial statements. All inter-company balances and transactions amongst NXT and its subsidiaries have been eliminated as a consequence of the consolidation process, and are therefore not reflected in these consolidated financial statements.

Estimates and Assumptions

The preparation of these consolidated financial statements in accordance with accounting principles generally accepted in the U.S. requires our management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities including the disclosure of contingent assets and liabilities at the date of these consolidated financial statements as well they affect revenues and expenses recorded during the reporting periods. Estimates include allowances for doubtful accounts, valuation of the note receivable, valuation of the convertible debentures, estimated useful lives of assets, provisions for contingent liabilities, measurement of stock based compensation, valuation of future tax assets, determination of proved reserves 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.

Cash and Cash Equivalents

For the purposes of preparing the consolidated balance sheets and statements of cash flows contained in these consolidated financial statements, we consider all investments with original maturities of ninety days or less to constitute "cash and cash equivalents".

Short Term Investments

Included in investments are temporary investments in term deposits, held by a major Canadian chartered bank, with original maturities greater than 90 days and less than one year. Investments are recorded at the lower of original cost and market value.

Revenue Recognition of SFD Survey

We recognize revenue on SFD Survey contracts on a completed contract basis. All money received or invoiced in advance of completion of the contract is reflected as Deferred Revenue and treated as a current liability on our Balance Sheet. All expenses incurred related to SFD Survey contracts are reflected as Work-in Progress and treated as a current asset on our Balance Sheet. Upon completion of the related contract Deferred Revenue and the Work-in-Progress is moved as appropriate to the Statement of Earnings (Loss) as either Revenue or Cost of Sales.

Share-Based Compensation Plans

In December 2004, the FASB issued SFAS 123-R (revised 2004), "Share Based Payment ." SFAS 123-R is a revision of FASB 123 and supersedes APB Opinion No. 25 “ Accounting for Stock Issued to Employees” . SFAS 123-R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services or incurs liabilities in exchange for goods or services that are based on the fair market value of the entity's equity instruments. Prior to the adoption of SFAS 123-R, we accounted for share-based payments to employees using APB Opinion No. 25 using the intrinsic value method and, as such, we generally did not recognized a compensation expense in our financial statements when issuing stock options to employees.

SFAS 123-R requires an entity to value employee services received in exchange for an award of equity instruments by determining the fair market value of the instrument on the day the instrument is granted. This value is then recorded as a compensation expense over the vesting period wherein an employee is required to provide service for the award. The grant-date fair market value of options issued is estimated using an option-pricing model.

In addition, SFAS 123-R requires a public entity to measure the cost of employee services received in exchange for an award of a liability instrument based on its current fair market value and that the fair market value of that award will be revalued at each subsequent reporting date until the liability is settled.

The effective date for implementation of SFAS 123-R was January 1, 2006. Accordingly this standard was reflected initially in our first quarterly interim report of 2006. We adopted this standard using the “modified prospective” transition method. Using the modified prospective method there is no compensation expense recorded for any outstanding option that was vested as of the effective date of this standard. In accordance with the modified prospective transition method a compensation expense is recorded progressively as unvested options outstanding as of the effective date become vested as well as for options issued subsequent to the effective date. Also under the modified prospective method, prior periods are not restated for the effect of SFAS 123-R, however, a pro forma note disclosure is provided to report what would have been the impact on the prior year if we had elected to follow the fair market value accounting method.

Recent Accounting Pronouncements

In June 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109.” Interpretation No. 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, “Accounting for Income Taxes.” This Interpretation is effective for fiscal years beginning after December 15, 2006. The Company is currently assessing the effect, if any, the adoption of Interpretation No. 48 will have on its financial statements and related disclosures.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements.” Statement No. 157 provides a common definition of fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. However, this Statement does not require any new fair value measurements. Statement No. 157 is effective for fiscal years beginning after November 15, 2007. The Company is currently assessing the effect, if any, the adoption of Statement No. 157 will have on its financial statements and related disclosures.

In September 2006, the SEC issued Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements in Current Year Financial Statements.” SAB 108 provides guidance for quantifying and assessing the materiality of misstatements of financial statements, including uncorrected misstatements that were not material to prior years’ financial statements. SAB 108 is effective for fiscal years ending after November 15, 2006. The Company is currently assessing the effect, if any, SAB 108 will have on its financial statements and related disclosures.

3. Oil and Natural Gas Properties

Summarized below are the oil and natural gas property costs we capitalized for the nine months ended September 30, 2006 and 2005, and as of September 30, 2006 and December 31, 2005.

					Nine Months			As at
		Ended September 30,						September 30,			December 31,
		2006			2005			2006			2005
Acquisition costs	$	47,646		$	41,553		$	1,162,993		$	1,115,347
Exploration costs		174,400			627,576			4,264,336			4,089,936
Oil and natural gas properties		222,046			669,129			5,427,329			5,205,283
Less impairment and depletion		(174,350	)		(619,457	)		(3,955,256	)		(3,780,906	)
Less dispositions		(13,623	)		(52,591	)		(349,756	)		(336,133	)
Net oil and natural gas properties	$	34,073		$	(2,919	)	$	1,122,317		$	1,088,244

Net oil and natural gas property costs at September 2006 and December 31, 2005 are in the majority related to unproven Canadian properties. We assess our unproved properties for any impairment in value. We determine the average price recently paid per acre for similar properties in the open market and then discount these prices to adjust for the reduced life remaining on our leases.

4. Other Property and Equipment

Summarized below are our capitalized costs for other property and equipment as of September 30, 2006 and December 31, 2005:

		September 30,			December 31,
		2006			2005
Computer and SFD equipment	$	441,621		$	378,373
Computer and SFD software		178,406			159,888
Equipment		50,801			50,113
Furniture and fixtures		243,396			233,916
Leasehold improvements		281,779			270,803
SFD survey system (including software)		200,092			148,321
Tools		2,200			2,114
Vehicle		18,828			18,828
Flight equipment		1,601			1,539
Other property and equipment		1,418,724			1,263,895
Less accumulated depreciation, amortization and impairment		(1,208,569	)		(1,123,030	)
Net other property and equipment	$	210,155		$	140,864

5. Other Accrued Liabilities

As of September 30, 2006 the Company has $90,406 of other accrued liabilities. Other accrued liabilities includes $15,657 accrued audit fees, $30,864 payable for tax return preparation, $10,000 accrued legal fees, $242 crown royalty payable, $24,750 in consulting fees, $3,133 in accrued flight costs and $5,760 accrued oil and gas property costs.

6. Note Payable

As of September 30, 2006 the Company has a loan outstanding in the amount of $179,043 due to our President, CEO, Director and largest shareholder, Mr. George Liszicasz. The loan agreements provide that the loan accrues interest at the rate of 0.58% per month (7.0% per annum). The maturity date for this loan is April 15, 2007.

7. Common Stock

The loss per share is presented in accordance with the provision 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 nine months ended September 30, 2006 and 2005 as the company reported losses from operations and therefore, all potentially dilutive instruments were anti-dilutive. During these periods, outstanding preferred shares, stock options and warrants were the only potentially dilutive instruments.

Nine months ended September 30, 2006

On January 6, 2006 we issued 182,788 common shares to discharge in full a $274,182 liability related to corporate strategy and planning services provided by a consultant to NXT in 2005. The liability was recorded as “Other Accrued Liabilities” at December 31, 2005.

On January 23, 2006 we issued 400,000 common shares to discharge in full a $564,000 liability related to corporate strategy and planning services provided by a consultant to NXT in 2005. The liability was recorded as “Other Accrued Liabilities” at December 31, 2005.

On March 20, 2006 we issued 35,833 common shares, which resulted from the conversion of a Secured Convertible Debenture and accrued but unpaid interest.

On March 23, 2006 we issued 41,058 common shares, which resulted from the conversion of a Secured Convertible Debenture and accrued but unpaid interest.

During the first quarter of 2006 we issued 92,500 common shares as a result of options exercised at prices between $0.38 and 0.65 per share.

NXT closed two Private Placements for aggregate net and gross proceeds of $2,124,000. On April 19, 2006 the NXT closed a Private Placement for $1,685,000 wherein NXT issued 1,685,000 Units. On May 12, 2006 the Company closed a second Private Placement for $439,000 wherein NXT issued a further 439,000 Units. For both Private Placements a Unit was sold at a price of $1.00 and each Unit consisted of one (1) common share and one (1) warrant. Each warrant shall entitle the holder to purchase one additional Common Share at $2.00 per share for a period of two (2) years from the date of issue.

The issuance of the shares is exempt from registration pursuant to section 4(2) of the Securities Act of 1933. Shares are restricted and must be resold in the United Sates of America pursuant to Rule 144 promulgated by the SEC under the Securities Act of 1933 and in Canada pursuant to Multilateral Instrument 45-102 Resale of Securities.

In connection with the financing, NXT paid a commission of an additional 152,560 Units.

During the third quarter of 2006 we issued 17,800 common shares as a result of options exercised at prices between $0.62 and 0.65 per share; we issued 138,664 common shares, which resulted from the conversion of Secured Convertible Debentures and accrued but unpaid interest; and we issued 22,508 common shares which were issued for consulting services.

Year Ended December 31, 2005

On January 13, 2005 we issued 125,000 common shares to discharge a $218,750 liability related to corporate strategy and planning services provided by a consultant to NXT in 2005.

On March 17, 2005 we issued 10,000 common shares in conjunction with the $2.00 ($2.60 Cdn) private placement, for which we had already received the money in the prior year and was shown as subscriptions payable at the end of 2004.

On March 30, 2005 we issued 23,600 common shares in conjunction with the $2.00 ($2.60 Cdn) private placement, for which we had already received the money in the prior year and was shown as subscriptions payable at the end of 2004.

On July 31, 2005 we issued 6,000 common shares in conjunction with the $2.00 ($2.60 Cdn) private placement, for which we had already received the money in the prior year and was shown as subscriptions payable at the end of 2004.

On December 31, 2005 we issued 147,500 common shares in conjunction with the $2.00 ($2.60 Cdn) private placement, for which we had already received the money in the prior year and was shown as subscriptions payable at the end of 2004. We also had a refund on $12,320 finder’s fees that we had outstanding, which was waived by the finder.

8. Preferred Shares

On December 31, 2005 the Amended and Restated Technical Service Agreement was signed between the Company and George Liszicasz, its Chief Executive Officer. According to the terms of the agreement Mr. Liszicasz received 10,000,000 preferred shares. Of these preferred shares 2,000,000 were immediately convertible into common shares on a one-to-one basis but have not yet been converted. The remaining 8,000,000 preferred shares are conditionally convertible into common shares if specified annual revenue objectives are met.

The Preferred shares were issued in consideration for Mr. Liszicasz granting the Company an intangible asset. The asset consists of an exclusive, world-wide license to use, develop, copy and modify the Operating SFD Detectors and to the extent reasonably necessary, the SFD Theories for use in the exploration of hydrocarbon resources.

The preferred shares are progressively convertible on a one-to-one basis into common shares, at the option of the holder once annual revenue objectives are met. The following schedule outlines the number of preferred shares that become convertible at various revenue stages of the Company.

	Preferred Shares are Convertible when	Shares convertible
	the following annual revenue objectives	when Revenue
Stage	are met	Objectives are met
1	Nil	2,000,000
2	$50 million	2,000,000
3	$100 million	2,000,000
4	$250 million	2,000,000
5	$500 million	2,000,000
TOTAL		10,000,000

All ten million (10,000,000) preferred shares became issued and outstanding upon execution of the agreement on December 31, 2005. Gross revenue of the Corporation is determined on a consolidated basis in accordance with generally accepted accounting principles and will also include the proceeds of sale of assets by the Corporation or its subsidiaries.

The preferred shares issued were valued using a Black Scholes option-pricing model with the following assumptions and valuations:

		Immediately			Conditionally
		Convertible			Convertible			Total
Number of Preferred Shares		2,000,000			8,000,000			10,000,000
Fair Value per Preferred Shares Issued	$	1.40		$	0.03		$	1.50
Cost to Convert Preferred Shares to Common Shares		Nil			Nil			Nil
Expected Dividends paid per common share ($/share)		Nil			Nil			Nil
Expected life (years)		10.0			10.0			10.0
Expected volatility in the price of NXT’s common shares		300	%		300	%		300	%
Risk free interest rate (%)		4.0	%		4.0	%		4.0	%
Fair Market Value of Preferred Shares	$	2,800,000		$	200,000		$	3,000,000

The value for the Preferred Shares is substantially assigned to the first two million (2,000,000) preferred shares that are immediately convertible into Common Shares. The remaining eight million (8,000,000) preferred shares have been assigned a nominal value reflecting the uncertainty that the required revenue objectives will be achieved to allow the Preferred Shares to be convertible into Common Shares.

As per FAS 2 “Accounting for Research and Development Costs” intangibles that are purchased from others for a particular research and development project and that have no alternative uses and therefore no separate economic value, such as the SFD intellectual property, are to be accounted for as research and development expense at the time the cost is incurred. Accordingly we expensed in the fourth quarter of 2005 the full value of this intangible asset as a research and development expense.

9. Convertible Debentures

In the fourth quarter of 2005 we closed private placement bridge-financing contracts. Pursuant to these contracts the Company issued security that converts automatically into $1,955,342 of debentures and 1,989,265 warrants in exchange for cash proceeds of $1,649,764 (net of commission paid of $24,928) and the conversion of Note Payable and accrued interest of $280,650 for an aggregate net value proceed of $1,930,414. The debentures are convertible into common shares.

The debenture matures eighteen months from closing and bears interest at ten percent per annum. An additional two percent penalty shall be paid by the Company if registration statements are not filed under appropriate legislation to ensure that shares underlying the debenture and warrant are available for resale within 90 days of closing. The debenture is secured by certain specified oil and gas properties.

The debenture obligations can be discharged by the Company in the following manners:

1.	At the option of the debenture holder the outstanding principal and accrued interest can be converted until maturity into Common Shares at a price of the lesser of $0.70 per unit or 85% of the lowest price of any Common Share issued during the term of the debenture other than through the exercise of warrants or options.

2.	The Company has the right to redeem a debenture prior to maturity date at a price equal to the principal amount plus 20% less any interest paid.

3.	In the event that the debenture is not fully redeemed or converted at six months following the close, then the company is obligated to pay the investor monthly one twelfth of the outstanding pricipal and any accrued interest beginning seven months after close until the debenture is fully repaid. The Company's redemption obligation can be paid by either Common Shares or cash. If the payment is paid in Common Shares, the issue price of the Common Share shall equal 85% of the average closing price for the ten trading days preceding the payment date.

4.	Registration penalty interest can be paid with either cash or Common Shares. If paid by Common Shares, the issue price of Common Shares shall be $0.70 per Common Share.

The proceeds received on issuance of the convertible debt during 2005 were first allocated to the fair value of the bifurcated embedded derivative instruments included in the convertible notes and the warrants, with the remaining proceeds allocated to the convertible debentures, resulting in the debentures being recorded at a significant discount from their face amounts as shown in the table below. This discount is being accreted, together with the stated interest on the debenture, using an effective interest method over the term of the debenture.

The embedded derivative instrument is the conversion option. This conversion feature is revalued at the end of each reporting period to reflect its period ended fair market value. Any change in the value of the conversion feature is expensed in the period.

Immediately prior to the conversion of any convertible debenture to common shares we amortize any remaining debt discount for that debenture and revalue its conversion feature to fair market value. The resulting changes in carrying value of the debenture and conversion feature are recorded as a debit or credit, as applicable, to income for the period. Common shares issued through the conversion of a debenture are then valued as the sum of the fair market value at the date of conversion of the fully accreted value of the debenture and value of the conversion feature.

In accordance with this accounting procedure the value of the convertible debenture and the conversion feature as at the beginning and ending of the nine month period ended September 30, 2006 and the changes in the period are as follows:

Debenture carrying value at December 31, 2005	$	981,986
Accretion expense		1,008,639
Interest expense including registration penalty		407,735
Converted to Common Share		(1,811,203	)
Debenture carrying value at September 30, 2006	$	587,157
Fair value of the Conversion Feature at December 31, 2005	$	1,421,384
Converted to Common Share		(867,506	)
Change in fair market value		(474,871	)
Fair value of the Conversion Feature at September 30, 2006	$	79,007

10. Employee, Directors and Contractor Options

We have summarized below all outstanding options under the Plans as of September 30, 2006:

			Weighted average		Weighted average
		Outstanding	exercise price of		exercise price of
	Range of Exercise Prices	Options	outstanding options	Options exercisable	exercisable options
$	0.14 - $0.43	331,667	$0.36	331,667	$	0.36
$	0.65 - $0.95	375,000	$0.69	225,000	$	0.65
$	1.00 - $1.50	614,463	$1.34	152,463	$	1.46
$	2.00 - $4.13	324,000	$2.25	270,667	$	2.27
	Total Sum of Outstanding	1,645,130	$1.17	979,797	$	1.13

		Weighted average
		remaining
	Range of Exercise Prices	contractual life
$	0.14 - $0.43	1.6
$	0.65 - $0.95	3.9
$	1.00 - $1.50	3.5
$	2.00 - $4.13	2.3
	Total Sum of Outstanding	3.0

	Period ended September 30, 2006				Period ended December 31, 2005
	# of Options			Weighted Average	# of Options		Weighted Average
Outstanding as at beginning of year	1,683,000		$	1.87	1,692,335		$	1.40
Granted	391,463		$	1.19	795,000		$	1.11
Cancelled	(331,000	)	$	1.93	(538,695	)	$	1.34
Exercised	(98,333	)	$	0.63	(265,640	)	$	0.90
Options outstanding as at September 30	1,645,130		$	1.17	1,683,000		$	1.87
Exercisable as at September 30	979,797		$	0.89	927,660		$	1.26
Available for grant at end of period	2,696,108				1,961,640

Options outstanding as of September 30, 2006 vest over the three year period starting from the date of grant dependant on the continued provision of services. The options vest one-third at the end of each of the first three years following the grant date. Options generally lapse, if unexercised, five years from the date of vesting.

The 2006 Stock Option Plan was approved on September 30, 2006 by Company shareholders at the Annual General Meeting. The 2006 Stock Option Plan set forth terms and conditions whereby options to purchase common shares of the Company can be issued to directors, officers and employees of the Company and to consultants retained by the Company. The 2006 Stock Option Plan shall be administered by the board of directors of the Company. The aggregate number of Common Shares reserved for issuance under this Plan, or any other prior Plan of the Company shall not, at time of the stock option grant, exceed ten percent of the total number of issued and outstanding Common Shares (calculated on a non-diluted basis) unless the Company receives permission of the stock exchange or exchanges on which the Shares are then listed to exceed such threshold.

Issuance of options to any one participant shall not exceed five percent of the total number of issued and outstanding Common Shares in any 12 month period with consultants retained for investor relations duties further restricted to two percent in any twelve month period without permission of the stock exchange or exchanges on which the Common Shares of the Company are listed. Furthermore shareholder approval is required for grants of Options to insiders of Options that exceed ten percent of the issued Common Shares, within any 12 month period. No options shall be granted for a term exceeding five years without permission of the stock exchange or exchanges on which the Shares of the Company are listed.

We received $70,071 and $28,500 cash from the exercise of stock options during the nine month period ended September 30, 2006 and 2005, respectively. The actual tax benefit realized for the tax deductions from option exercise of the share-based payment arrangements totaled nil in both periods.

Compensation Expense Associated With Grant of Options

In the nine months ended September 30, 2006, the adoption of FAS 123-R resulted in incremental stock-based compensation expense of $328,576. The incremental stock-based compesation expense caused net loss to increase by $328,576. Net cash flow is not affected by the adoption of this standard.

The incremental stock-based compensation expense in the nine months ended September 30, 2006 was derived from stock options issued to employees under share-based compensation plans. Stock options were issued with an exercise price equal to the current market price on the date of grant, subject to a 3-year vesting period and with a contractual term of 5 years. The grant date fair value is calculated using the Black-Scholes option valuation model utilizing the following weighted average assumptions:

	Period ended September 30, 2006
	Three months		Nine months
Expected Dividends paid per common share	Nil		Nil
Expected life (years)	3		3
Expected Volatility in the price of common shares (%)	89	%	153	%
Risk free interest rate (%)	4	%	4	%

As of September 30, 2006, there was $595,137 of total unrecognized compensation cost related to non-vested share-based compensation awards granted under the stock option plans. This cost will be recognized over the remaining vesting period.

In the nine months ended September 30, 2005 there was no incremental stock-based compensation expense recognized as a result of the adoption of FAS 123-R as we adopted this standard using the modified prospective transition method. Prior to the adoption of FAS 123-R, the Company applied APB 25 to account for its stock-based awards. Under this standard no stock-based compensation expense was recorded by the Company. Had we elected to follow the modified retrospective method, an alternative transition method provided for under FAS 123-R, to transition from APB 25, we would have recorded additional compensation expense of $567,060, for the nine months ended September 30, 2005.

The following table details the effect on net income and earnings per share had compensation expense for the Employee Stock-Based Awards been recorded in the three and nine months ended September 30, 2005 based on the modified retrospective method.

		Period ended September 30, 2005
		Three months			Nine months
Net loss for the period as reported	$	(227,601	)	$	(2,369,268	)
Less: Total stock-based employee compensation expense determined under the fair
value method for all awards		(133,317	)		(567,060	)
Pro forma net loss for the period	$	(360,918	)	$	(2,936,328	)
Pro forma basis and diluted loss per common share	$	(0.02	)	$	(0.14	)

The pro forma stock-based employee compensation expense determined under the fair value method for the nine months ended September 30, 2005 was derived from stock options issued to employees under share-based compensation plans. Stock options were issued at the current market price on the date of grant, subject to a 3-year vesting period with a contractual term of 5 years. The grant date fair value is calculated using the Black-Scholes option valuation model utilizing the following weighted average assumptions.

	Period ended September 30, 2005
	Three months		Nine months
Expected Dividends paid per common share	Nil		Nil
Expected life (years)	3		3
Expected Volatility in the price of common shares (%)	243	%	241	%
Risk free interest rate (%)	4	%	4	%

11. Commitments and Contingencies

In December 2005 we entered into a sublease agreement for our office for a term ending October 31, 2006. The monthly minimum sublease payments were Cdn. $10,719 per month.

In May 2006 we entered into a lease agreement for our offices for a six year term beginning November 1, 2006 and ending October 31, 2012. The monthly minimum sublease payments are Cdn. $18,020 per month for the first three years and Cdn. $19,266 per month for the remaining three years of the lease. Pursuant to this lease agreement NXT provided the landlord security in the form of a Cdn. $115,000 letter of credit from a Canadian bank for a minimum term of one year. NXT will secure a letter of credit with cash held on deposit with the Canadian bank.

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. 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 Cdn. $450,000 or loss and damages to the aircraft and cargo; and damages in respect to search and rescue expenses, salvage, storage, transportation expenses and pollution and contamination expenses.

NXT was not party to the Ferry Flight Contract. We believe the claim against us is without merit and we intend to vigorously defend ourselves against the claim and will seek an expeditious dismissal of the claim.

12. Warrants

We have summarized below all outstanding options as of September 30, 2006:

	Number of Warrants
	2006	2005
Balance beginning of year	3,501,592	1,327,467
Issued through private placement	2,124,000	33,600
Issued as a Finders fee	152,560	-
Issued for Investor Relations Services	350,000	-
As of September 30, 2006	6,128,152	1,361,067

On April 30, 2006 NXT entered into agreements with two companies to provide financial consulting and investment banking services. We granted these two companies an aggregate of 350,000 warrants exercisable at $1.60 per share into 350,000 common shares until April 30, 2008.

All warrants are fully exercisable upon issue.

		September 30, 2006		September 30, 2005
			Weighted average		Weighted average
			remaining		remaining
		Outstanding	contractual life	Outstanding	contractual life
	Exercise Prices	Warrants	(years)	Warrants	(years)
$	1.00	1,989,265	1.2	-
$	1.60	350,000	1.6	-
$	2.00	2,276,560	1.6	-
$	2.75	1,512,327	0.3	1,361,067	1.3
	Total Sum of Outstanding	6,128,152	1.1	1,361,067	1.3

13. Segment Information

In the nine month period ended September 30, 2006 and 2005 we operated in only one business segment, oil and natural gas exploration and in one geographic area, Canada.

14. Subsequent Events

On November 26, 2006 the Company completed in-fill flying on the Cdn. $1,200,000 SFD survey contract. Immediately following the completion of the in-fill flights, and pursuant to the contract terms, the Company invoiced the clients in aggregate an additional Cdn. $300,000.

On November 1, 2006 the company provided additional security to the Landlord in the form of a Letter of Credit in the amount of $115,000 and for the term of one year. The Landlord has the right to draw on the Letter of Credit only in the event that the company defaults on any terms of the lease agreement and for the sole purpose of recovering damages incurred as a result of the default. The Landlord may, based upon reasonable concerns regarding the company's credit worthiness, request that the Letter of Credit be renewed following the expiration of the one year term.

15. Comparative Figures

Certain amounts in the consolidated financial statements have been reclassified in the current period to conform to the current year’s presentation.

EX-99.2 5 mda.htm MD&A CC Filed by Filing Services Canada Inc. 403-717-3898

ENERGY EXPLORATION TECHNOLOGIES INC

Third Quarter Interim Report

for the nine months ended and as at September 30, 2006

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our reporting currency is the United States of America dollar. All references to "dollars" in this M D &A refer to United States or U.S. dollars unless specific reference is made to Canadian or Cdn. dollars. The rate of exchange of Canadian dollars to United States dollars as of September 30, 2006, was Cdn. $1.12 to U.S. $1.00.

THE THIRD QUARTER INTERIM REPORT FOR THE NINE MONTHS ENDED AND AS AT SEPTEMBER 30, 2006 HAS NOT BEEN REVIEWED BY AN INDEPENDENT ACCOUNTING FIRM.

In 2006 the Company entered into a fee for service contract for an SFD survey in Alberta Canada. The contract is for Cdn. $1,200,000 and includes provisions for the Company to acquire Gross Overriding Royalty rights (“GORR”) on any land developed by clients as a result of information derived from SFD surveys. This contract is scheduled to be completed prior to the end of 2006.

Revenue from this contract will be recognized in the Consolidated Statement of Earning (Loss) in accordance with our accounting policy of recognizing revenue on a completed contract basis. Prior to completion all money received or invoiced for the contract will be reflected on the Balance Sheet as Deferred Revenue. All costs incurred for the contract will be reflected on the Balance Sheet as Work-in-Progress. As at September 30, 2006, Deferred Revenue reflected on our Balance Sheet was $269,681 (Q3 2005- Nil) and Work-in-Progress is $65,970 (Q3 2005- Nil).

Once the Company completes the contract, scheduled prior to the end of 2006, there will be a positive change in our reported earning (loss) as compared to prior periods as the Company will, upon completion, recognize all the revenue and costs of sale related to this contract in the Statement of Earnings (Loss).

We anticipate that there is a good opportunity to execute an additional contract prior to the end of 2006. However, revenue from any new contract will not be recognized until 2007.

Results of operations

As of the first nine months of 2006 and 2005 the revenue recognized by the Company is revenue generated from one producing well. The Company anticipates that oil and natural gas revenue shall become less significant as the Company completes SFD Survey contracts. The back-log of SFD Survey revenue as of September 30, 2006 is Cdn. $1,200,000 related to one SFD Survey contract. This contract is scheduled to be completed prior to the end of 2006.

Oil and Gas revenue for 2006 is projected to be $35,000 (2005- $48,686) whereas the SFD Survey revenue is anticipated to exceed $1,000,000 or Cdn. $1,200,000 in 2006 (2005- Nil). Consequently in 2006, Oil and Gas revenue is projected to be less than 5% of total revenue (2005- 100%).

Oil and natural gas revenues

Our well at Entice, Alberta, in which we have a 22.5% working interest, had production averaging 18 thousand cubic feet (mcf) per day during the quarter ended September 30, 2006 (“Q3 2006”) as compared with production of 24 thousand cubic feet (mcf) per day during the quarter September 30, 2005 (“Q3 2005”). Revenues, net of royalty expense, for the third quarter were $7,378 (Q3 2005- $14,507). In Q3 2006 the average price received net of royalties was $5.16 per mcf (Q3 2005- $6.21 per mcf) and the operating cost was $0.86 per mcf. (Q3 2005- $0.59 per mcf.)

Operating loss from continuing operations

We incurred an operating loss of $542,657 in Q3 2006 (Q3 2005- $301,663), representing a $240,994 (79.89%) overall increase. This increase was attributable to the following changes:


·	Administrative costs increased $221,870 (74.36%) in 2006 to $520,234 compared to 2005 expenditures of $298,364. This increase was mainly due to an increase in consulting fees of $112,187 to $189,250 in 2006 (Q3 2005- 77,063) of which $115,449 were non-cash transactions, an increase of salaries of $52,613, an increase in legal fees of $29,000, an increase in communications and advertisement of $23,000 and an increase in investor communications and relations of $10,496.
·	Amortization and depreciation increased by $11,180 or 100% to $22,253 in the third quarter of 2006. This increase reflects the depreciation related to capital expenditures mainly on computers and SFD survey equipment.

Interest expense

Interest income for Q3 2006 was $31,565 (Q3 2005- $8,521) and consisted of $33,539 (Q3 2005- Nil) interest income on convertible debentures, interest on shareholder loan of $3,564 (Q3 2005- $8,521), which was partially offset by interest revenue of $1,590 (Q3 2005- Nil).

Interest on convertible debenture for the three and nine months ended September 30, 2006 Q3 consists of:


	For the three months ended September 31, 2006	For the nine months ended September 31, 2006
Accretion of convertible debenture discount	$(8,192)	$1,008,639
Change in for value of conversion feature of convertible debenture	(152,971)	(474,870)
Interest on convertible debenture including registration penalty	127,624	407,735
Total Convertible Debenture	$(33,539)	$941,504

The registration penalty shall continue until the underlying securities for the convertible debentures are registered with the SEC through a registration statement such as a Form F-1. We cannot project an estimated date when the Form F-1 will become effective.

The interest and registration penalty as per the debenture agreement can be paid either through the issuance of shares or by cash. Our intention is to pay interest through the issuance of shares. As per the terms of the debenture these shares are to be valued for interest at the weighted average of market value for the 10 days preceding the date when the interest is payable and at $0.70 per share for the payment of the registration penalty.

Other comprehensive income

Other comprehensive income and loss is caused by changes in the relative exchange values of the U.S. and Canadian dollars. For example when the U.S. dollar trades higher relative to the Canadian dollar, net assets held in Canadian dollars will decline in value as recorded in the U.S. dollar equivalent and this decline will be reflected as a foreign exchange loss in a period. The equivalent U.S. dollars for a Canadian dollar changed from $1.118 at September 30, 2006 compared to $1.116 at June 30, 2006 and changed from $1.23 at June 30, 2005 to $1.16 at September 30, 2005. Both periods also experienced fluctuation in currency exchange rates throughout the period. These fluctuations in currency exchange rates resulted in a comprehensive loss in Q3 2006 of $6,359 compared with a gain in Q3 2005 of $65,449.

Quarter Comparisons


Interim Quarter Ended	Dec. 31,2004	March 31, 2005	June 30, 2005	September 30 , 2005
Revenue	$11,639	$11,121	$9,544	$14,507
Net loss from continuing operations	$(760,201)	$(1,619,684)	$(483,648)	$(293,050)
Net loss from discontinued operations	$(2,331)	$(4,303)	$4,303	$ -
Comprehensive loss	$(721,007)	$(1,652,896)	$(488,771)	$(227,601)
Net loss	$(762,532)	$(1,623,987)	$(479,345)	$(293,050)
Basic and diluted loss per share	$(0)	$(0)	$(0)	$(0)
Basic and diluted loss per share for continuing operations	$(0)	$(0)	$(0)	$(0)

Interim Quarter Ended	Dec.31,2005	March 31,2006	June 30,2006	September 30,2006
Revenue	$13,514	$12,173	$8,706	$7,378
Net loss from continuing operations	$(5,440,096)	$(727,547)	$(1,697,664)	$(511,092)
Net loss from discontinued operations	$ -	$ -	$ -	$ -
Comprehensive loss	$(5,470,882)	$(799,674)	$(1,633,686)	$(517,451)
Net loss	$(5,440,096)	$(727,547)	$(1,697,664)	$(511,092)
Basic and diluted loss per share	$(0)	$(0)	$(0)	$(0)
Basic and diluted loss per share for continuing operations	$(0)	$(0)	$(0)	$(0)

The increase in the Net Loss in Q1 2005 as compared with Q4 2004 is largely due to a write-off of our Wildwood oil and gas properties.

The decrease in the Net Loss in Q2 2005 as compared with Q1 2005 was largely attributable to non-recurrence of the write-off mentioned above and also an overall decrease in administrative costs.

In comparing Q3 2005 to Q2 2005 there was a decrease in our net loss attributable to cost-cutting measures that reduced our administrative expenses for the period.

In comparing Q4 2005 to Q3 2005 there was a significant increase in our Net Loss. Two factors largely explain this

change. In Q4 2005 $3,000,000 of research and development was expensed related to the issuance of preferred shares. Additionally in Q4 2005 $1,418,557 of non-cash interest was expensed, including $500,737 of accretion expense and $917,820 of expense related to the change in value of the conversion feature of convertible debentures. In aggregate $4,418,557 of non-cash expense was recorded in the Q4 2005 related to these transactions.

In comparing Q1 2006 to Q4 2005 there was a significant decrease in our net loss that was largely attributable to the non-recurrence of the research and development as well as a $1,338,133 reduction of non-cash interest on the convertible debentures. The reduced interest expense in Q1 2006 is largely attributable to $711,858 of accretion expense being partially offset by a $685,711 reduction in the fair market value of the conversion feature liability due to a decline in the market value of the Company’s common shares.

In comparing Q2 2006 to Q1 2006, there was an increase in our net loss attributable to $814,194 increase in non-cash interest expense on the convertible debentures including $304,972 of accretion expense and $363,871 of expense related to the change in value of the conversion feature of convertible debentures.

In comparing Q3 2006 to Q2 2006, there was a decrease in our net loss attributable to $252,657 decrease in our administrative expenses, and a decrease in non-cash interest expense on the convertible debentures of $928,157.

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

In the first half of 2006 the following transactions occurred that may not be available from independent third parties.

The maturity date of a Note Payable due to Mr. Liszicasz the Company’s Director, Chief Executive Officer, President and major shareholder was extended from April 15, 2006 to April 15, 2007.

The Company reduced the Note Payable due to Mr. Liszicasz by $30,000 through a non-cash transaction wherein Mr. Liszicasz elected to draw down the loan as consideration for a family member of Mr. Liszicasz investing $30,000 into the private placement completed in Q2 2006.

Liquidity And Capital Resources

Sources of Cash in Quarter

In Q3 2006 we received $17,800 from options being exercised, and $179,534 in progress billings from our SFD survey contract.

Current Cash Position and Changes in Cash Position

Our cash position as of September 30, 2006 was $912,694 as compared to $2,217,929 as at June 30, 2006 and $1,059,277 as at December 31, 2005.

The decrease in our cash position in Q3 2006 was attributable to cash used in operating activities of $243,242, $17,773 generated through financing activities, $1,050,633 used in investing activities, and the effects of the fluctuations in foreign exchange of $29,133. Since December 31, 2005 the change in our cash position was attributable to the cash used in operating activities of $1,148,092, $2,163,989 generated through financing activities, $1,070,821 used in investing activities and the effects of the fluctuations in foreign exchange of $91,659.

In Q3 2006 the cash used in operating activities increased by $383,598 from Q3 2005. The increase is attributable to an increase in reported net loss of $218,042 adjusted for changes in non-cash related expenses including increased amortization, depreciation and depletion of $11,629, increases in compensation expense settled with options of $137,957, a decrease in non-cash interest expenses of $33,538 and a decrease in cash as a result of movement of working capital of $281,604.

Financing activities in Q3 2006 generated $11,602 more cash than in Q3 2005. The increase is due to $17,800 received

from options exercised in Q3 2006 as compared to no options exercised in Q3 2005 offset by a partial repayment of note payable.

Investing activities used cash of $1,050,633 for Q3 2006 as compared to $6,867 used in Q3 2005. The increase was largely attributable to a $1,000,000 change in funds invested in short term investments and $23,196 reduction in net funds invested in capital assets.

Additionally the foreign exchange value adjustment of cash related to resulted in a loss of $29,133 in Q3 2006 as compared to a gain of $65,449 in Q3 2005.

Change in Working Capital since beginning of year

Our working capital has increased by $3,068,458 to $674,586 as of September 30, 2006 as compared with a working capital deficit of $2,393,872 as at December 31, 2005. This improvement in our working capital was primarily due to the following factors:

Sources of Working Capital

We closed two private placements in Q2 2005 that generated net cash of $2,092,500.

The convertible debenture value reduced by $418,025. The carrying book value of the debenture value reduced by $1,811,203 through the conversion of debentures into common shares and increased in value by accretion expense of $1,008,639 and accrued interest of $407,735. The remaining outstanding convertible debentures will be converted into common shares either through the self-liquidating feature over approximately the next six month or earlier at the option of the investor. When converted to common shares the debenture liability will be discharged without a cash outlay.

The bifurcated conversion feature of the convertible debenture decreased in value by $1,342,377. $474,871 of this reduction was caused by the revaluation of the conversion feature and a further $867,506 of reduction is due to the conversion of debentures to common shares.

$70,071 was raised in the year from proceeds from options exercised.

Uses of Working capital

$115,821 of capital expenditures were made in the year.

Note Payable due to an officer of the company of $179,043 became a current liability in the year as the stated term became due within one year.

$446,214 of working capital was used in operating activities.

$91,659 of foreign exchange loss was experience on working capital balances.

Plan of Operation and Prospective Capital Requirements

We had $1,912,694 of cash and short term investments as of September 30, 2006. In the nine months ended September 30, 2006, we incurred a comprehensive loss of $2,950,811 and used $1,148,092 of cash in operating activities. We have an accumulated deficit of $36,810,939 and have a working capital of $674,586 at the end of the period.

We have largely completed a Cdn. $1,200,000 contract to provide an SFD Survey to two clients. As of September 30, 2006 we have received Cdn. $300,000 advance payments on this contract. We shall receive an additional Cdn. $300,000 within 30 days of completing the in-fill flight component of the contract and the remaining Cdn $600,000 within 30 days of our final report. The final report is scheduled to be delivered prior to the end of 2006. We do not anticipate significant additional costs related to the contract. Accordingly we anticipate this contract to generate working capital of in excess of Cdn $800,000 in the fourth quarter of 2006.

With the cash and short term investments plus the positive working capital generated from the above mentioned contract we anticipate having the required cash to operate for at least one year. However, our ability to continue as a going concern beyond one year is dependent upon our ability to sustain positive cash flow from operations and/or obtain additional 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 certainty at this time. Furthermore, our projections on cash requirements is subject to estimates and material unforeseen cash requirements may occur that will impact adversely our projections.

Our consolidated financial statements are prepared using U.S. Generally Accepted Accounting Principles that is applicable to a going concern. The going concern principle assumes a company can realize on its assets and settle its liabilities in the normal course of operations. Our 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 a going concern. If we cannot generate sufficient cash from operations we would ultimately cease to be a going concern. Should we cease being a going concern we would be required to suspend our operations, liquidate our assets, wind-up and dissolve our company.

Contractual commitments

Summarized below are our contractual commitments:


Contractual Obligations As of September 30, 2006	Payments due by period
Contractual Obligations As of September 30, 2006	Total ($)	Less than 1 year	1-3 Years	3-6 Years
Loan from Officer/Shareholder	179,043	179,043	-	-
Rent or Operating Lease	1,193,008	138,505	589,099	465,404
Employment Agreements	355,641	139,572	216,069	-
Dundee TSX Sponsor Agreement	178,939	178,939	-	-

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 our accounting records. The comprehensive income (loss) arise from fluctuations in United States-Canadian currency exchange rates during that period. We cannot give assurance that our future operating results will not be adversely affected by currency exchange rate fluctuations.

Critical accounting estimates

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. These estimates and assumptions affect the reported amounts of assets and liabilities including the disclosure of contingent assets and liabilities at the date of these consolidated financial statements as well they affect revenues and expenses recorded during the reporting periods. Estimates include allowances for doubtful accounts, valuation of the note receivable, estimated useful lives of assets, provisions for contingent liabilities, and measurement of stock based compensation, valuation of future tax assets, valuations of convertible debentures and determination of proved reserves. All estimates and assumptions reflect management's best estimate. Estimates and assumptions are reviewed periodically and the effects of revisions are reflect ed in the period that they are determined necessary. Actual results may differ from those estimates.

Changes in the accounting estimates or assumption can have a significant impact on the reported Consolidated Statement of Loss.

Critical Accounting Policies

Share-Based Compensation Plans

In December 2004, the FASB issued SFAS 123-R (revised 2004), "Share Based Payment." SFAS 123-R is a revision of FASB 123 and supersedes APB Opinion No. 25 “Accounting for Stock Issued to Employees”. SFAS 123-R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services or incurs liabilities in exchange for goods or services that are based on the fair market value of the entity's equity instruments. Prior to the adoption of SFAS 123-R, we accounted for share-based payments to employees using APB Opinion No. 25 using the intrinsic value method and, as such, we generally did not recognized a compensation expense in our financial statements when issuing stock options to employees.

In the nine months ended September 30, 2006, the adoption of FAS 123-R resulted in incremental stock-based compensation expense of $328,576. The incremental stock-based compensation expense caused net loss to increase by $328,576. Net cash flow is not affected by the adoption of this standard.

Recent Accounting Pronouncements

years’ financial statements. SAB 108 is effective for fiscal years ending after November 15, 2006. The Company is currently assessing the effect, if any, SAB 108 will have on its financial statements and related disclosures.

Market Risk

Oil And Gas Price Fluctuations

We incur a risk of 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. A $1.00 per mcf change in the market price of natural gas will result in approximately an $8,000 change in our gross oil and gas production revenue. The impact of price changes on any potential sale of the our existing oil and natural gas property or our ability to enter into SFD Survey contracts cannot be readily determined, however, in general if commodity prices decline our opportunity to sell properties or execute SFD Survey contracts will also decline.

Currency Fluctuations

We currently hold our cash in Canadian as well as in U.S. dollars. Additionally most of our operating expenses are incurred in Cdn. Dollars. Our reporting currency is U.S. dollars. These positions expose us to exchange rate fluctuations between the Canadian and United States currencies. We do not engage in activities to mitigate the effects of foreign currency changes. Based on the Q3 2006 revenue and cash flows a one percent change in the Canadian dollar rate relative to the U.S. dollar is estimated to affect quarterly revenues and expenses by $75 and $3,264 respectively.

Interest Rate Fluctuations

We currently maintain some of our available cash in U.S. dollars and our reported interest income from these short term investments could be adversely affected by any material changes in U.S. dollar interest rates. A 1% change in the interest rate would have approximately a $19,000 impact if all of our cash was invested in interest bearing notes. A 1% change will impact the U.S. dollar equivalent of a Cdn. $1,200,000 SFD Survey contract by $10,000.

Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed is recorded, processed, summarized and reported within proscribed format, content and in the time periods specified by the Alberta Security Commission and U.S. Securities and Exchange Commission rules and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Disclosure controls and other procedures are designed to ensure that information required to be disclosed in reports filed or submitted is recorded, processed, summarized and reported within the time periods specified by the relevant security authority in either Canada or the United States of America. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. As of September 30, 2006, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-14 in the United States and National Instrument 51-102 Continuous Disclosure Obligations in Canada. Based upon the foregoing, our Chief Executive Officer / Chief Financial Officer concluded that our disclosure controls and procedures are effective in the timely alerting of management to material information relating to us which is required to be included in our periodic filings both in Canada and the United States of America.

There were no changes in our internal controls or in other factors that could materially affect these controls subsequent to the date of their evaluation and since the last period reported, including any significant deficiencies or material weaknesses of internal controls that would require corrective action.

Unregistered Sales of Equity Securities and the Use of Proceeds

NXT closed two Private Placements to twenty five investors for aggregate gross proceeds of $2,124,000. On April 19, 2006, NXT closed a Private Placement for $1,685,000 wherein NXT issued 1,685,000 Units. On May 12, 2006 the Company closed a second Private Placement for $439,000 wherein NXT issued a further 439,000 Units. For both Private Placements a Unit was sold at a price of $1.00 and each Unit consisted of one (1) common share and one (1) warrant. Each warrant shall entitle the holder to purchase one additional Common Share at $2.00 per share for a period of two (2) years from the date of issue. In connection with the financing, NXT paid a commission of an additional 152,560 Units. The proceeds from the private placements will be used primarily to fund general operating expenditures.

Additionally 2,448,404 shares were issued upon the conversion of convertible debenture. There were no proceeds from the conversion of shares.

During the year there were 4,724,964 Common Shares issued exempt from registration pursuant to Rule 506 of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act of 1933. Neither we nor any person acting on our behalf offered or sold these securities by any form of general solicitation or general advertising. The shares issued 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. Each investor represented to us that the securities were purchased for his own account and not for the account of any other persons. Each investor was provided with written disclosure that the securities have not been registered under the Securities Act of 1933 and therefore cannot be sold without registration under the Secu rities Act of 1933 or an exemption therefrom.

Other Information

For additional information on Energy Exploration Technologies Inc. please consult our web page www.nxtenergy.com, or the SEDAR webpage http://sedar.com or the EDGAR webpage http://www.sec.gov/edgar.shtml.

This document should be read in conjunction with the Form 10-K filed April 26, 2006 for fiscal year-end December 31, 2005.

Forward-looking Statements

This Management Discussion and Analysis may include forward-looking statements including opinions, assumptions, estimates and expectations of future prospects for the Company and financial projections. When used in this document, the words "anticipate," "believe," "estimate," "expect," "intend," "may," "project," "plan," "will," "should" and similar expressions are intended to be among the statements that identify forward-looking statements. Forward-looking statements are subject to a wide range of risks and uncertainties, and although the Company believes that the expectations represented by such forward-looking statements are reasonable; there can be no assurance that such expectations will be realized. Any number of important factors could cause actual results to differ materi ally from those in the forward-looking statements including, but not limited to, the volatility of oil and gas prices, the ability to implement corporate strategies, the state of capital markets, the ability to obtain financing, changes in the oil and gas industry, operating risks, reserve estimates, changes in general economic conditions and other factors more fully described from time to time in the reports and filings made by the Company with securities regulatory authorities.

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