UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (MARK ONE) |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2006 OR |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-19471 NORD OIL INTERNATIONAL INC. ---------------------------------------------- (Exact name of registrant as specified in its charter) Florida 65-0786722 -------- ---------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 7151 Jean Talon East, Suite 110, Montreal, Quebec H1M 3N8 ------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 514-798-5454 Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No |_| State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date 337,865,401 shares of common stock, $0.001 par value, as of March 31, 2006. Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes |X| No |_| BIO TRACKING SECURITY, INC. Table of Contents Description Page - ------------------------------------------------------------------------------------------------------------------------------- PART I. FINANCIAL INFORMATION Item 1. Financial Statements (unaudited) Consolidated interim balance sheets at March 31, 2006 and March 31, 2005 (unaudited).............................F-1 Consolidated interim statements of operations and comprehensive income (loss) for the three months ended March 31, 2006 and 2005 (unaudited).................................................................F-2 Consolidated interim statements of cash flows for the three months ended March 31, 2006 and 2005 (unaudited).................................................................F-4 Notes to consolidated condensed financial statements for the nine months ended March 31, 2006 (unaudited)..........................................................................F-5 Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations.............................1 Item 3. Controls and Procedures...........................................................................................10 PART II. OTHER INFORMATION Item 1. Legal Proceedings.................................................................................................11 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.......................................................11 Item 3. Defaults Upon Senior Securities...................................................................................11 Item 4. Submission of Matters to a Vote of Security Holders...............................................................11 Item 5. Other Information.................................................................................................11 Item 6. Exhibits and Reports on Form 8-K..................................................................................11 SIGNATURES................................................................................................................13 - -------------------------------------------------------------------------------- Nord Oil International Inc. and subsidiary (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED INTERIM BALANCE SHEET (UNAUDITED) MARCH 31, 2006 MARCH 31, 2005 U.S.$ U.S.$ - --------------------------------------------------------------------------------------------------- ASSETS CURRENT ASSETS Cash and Cash Equivalents 26 297 58 615 Receivables 113 689 -- Inventory 478 170 -- R&D Refundable Tax Credits -- 1 654 716 Other 24 207 -- - --------------------------------------------------------------------------------------------------- Total Current Assets 642 363 1 713 331 Fixed Assets 8 425 252 10 946 253 Goodwill 4 762 020 4 762 020 TOTAL ASSETS 13 829 635 17 421 604 =================================================================================================== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts Payable 2 745 876 9 785 075 Due to Officers and Employees 33 465 3 259 291 Short/Current Long Term Debt -- -- Other Current Liabilities 2 961 366 -- - --------------------------------------------------------------------------------------------------- TOTAL CURRENT LIABILITIES 5 740 707 13 044 366 Long Term Debt -- -- - --------------------------------------------------------------------------------------------------- TOTAL LIABILITIES 5 740 707 13 044 366 STOCKHOLDERS' EQUITY: Common stock, $.001 par value; authorized 500,000,000 shares; 30,000,000 preferred issued and outstanding 337,865,401 shares 337 866 337 866 Paid-in capital 6 816 228 6 816 228 Retained Earnings/Loss 934 834 (2 776 856) TOTAL STOCKHOLDERS EQUITY 8 088 928 4 377 238 - --------------------------------------------------------------------------------------------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 13 829 635 17 421 604 =================================================================================================== Nord Oil International Inc. and subsidiary (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) FOR THE PERIOD FOR THE PERIOD JANUARY 1,2006 JANUARY 1, 2005 MARCH 31, 2006 MARCH 31, 2005 --------------- ---------------- U.S.$ U.S.$ SALES: Income 3 942 075 519 631 Operating Expenses (2 870 407) (389 723) Selling, general and administrative (407 889) (211 313) Amortization/Depreciation (442 886) (55 892) Loss before Provision for Income Taxes 220 893 (137 297) ----------- -------- Total other Income/Expenses Net 26 153 -- Earnings before Interest and Taxes 247 046 (137 297) -------- Income Tax Expense (54 503) -- ----------- Net Income/Loss Per Common Share 192 543 (137 297) -------- Nord Oil International Inc. and subsidiary (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE PERIOD FOR THE PERIOD JANUARY 1, 2006 JANUARY 1, 2005 MARCH 31, 2006 MARCH 31, 2005 --------------- ---------------- U.S.$ U.S.$ CASH FLOWS FROM OPERATING ACTIVITIES: Net Profit /Loss 192 543 (137 297) -------- Depreciation and amortization 442 886 (55 892) (Increase) decrease in: -- -- Changes in Receivables (113 689) (396 484) Changes in Liabilities (3 124 985) 35 505 Changes in other Operating -- Activities 1 654 716 -- Amounts due officers and Employees -- -- Loss on disposal of assets -- -- - ------------------------------------------------------------------------------------------------------------------- NET CASH AND CASH EQUIVALENTS PROVIDED BY (USED IN) OPERATING ACTIVITIES (948 529) (554 168) - ------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES Purchase of Goodwill -- (4 562 020) Purchase of Capital Assets -- (1 040 259) - ------------------------------------------------------------------------------------------------------------------- NET CASH USED FOR INVESTING ACTIVITIES -- (5 602 279) - ------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Write-off deficit to Paid-in-Capital -- -- Write-off comprehensive income to Paid Capital -- -- Write-off stock subscription receivable -- -- Increase in capital stock -- 177 331 Long-term loan 1 176 681 5 930 683 - ------------------------------------------------------------------------------------------------------------------- NET CASH FROM FINANCING ACTIVITIES 1 176 681 6 108 014 - ------------------------------------------------------------------------------------------------------------------- Net (Decrease) Increase in Cash 228 152 (48 433) Cash- Beginning of Period 34 888 107 048 Cash - End of Period 263 040 58 615 - ------------------------------------------------------------------------------------------------------------------- INTERIM NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) AS AT MARCH 31, 2006 1. BACKGROUND AND ORGANIZATION - ------------------------------ Nord Oil International Inc. is a reporting publicly traded Oil & Gas junior producer, trading under the ticker symbol NDOL on the US Pinksheets market. Nord Oil International operates three wholly owned Russian subsidiaries; Nord Oil Products, Nord Oil Samara and NANA. 2. ACCOUNTING POLICIES a) BASIS OF PRESENTATION --------------------- The Company is considered a going concern. b) PRINCIPLES OF CONSOLIDATION --------------------------- The accompanying consolidated financial statements include the accounts of all subsidiaries. c) CASH AND CASH EQUIVALENT ------------------------ The Company considers highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. d) FURNITURE, FIXTURES AND EQUIPMENT --------------------------------- Furniture, fixtures and equipment are recorded at cost less accumulated depreciations which is provided on the straight-line basis over the estimated useful lives of the assets which range between three and seven years. Expenditures for maintenance and repairs are expensed as incurred. e) INCOME TAXES -------------- The Company accounts for income taxes in accordance with the "liability method" of accounting for income taxes. Accordingly, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities, using the enacted tax rates in effect for the year in which the differences are expected to reverse. Current income taxes are based on the respective periods' taxable income for federal, state and foreign income tax reporting purposes. As at September 30, 2005, these amounts were Nil. f) EARNINGS PER SHARE ------------------ Earnings per common share is computed pursuant to SFAS No. 128 "Earnings Per Share". Basic earnings per share is computed as net income (loss) available to common shareholders divided by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur from common shares issuable through stock options, warrants and convertible preferred stock. g) USE OF ESTIMATES ---------------- The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. h) FAIR VALUE DISCLOSURE AT MARCH 31, 2006 ------------------------------------------- The carrying value of cash, R&D Refundable tax credits, accounts payable and due to officers and employees are a reasonable estimate of their fair value. i) EFFECT OF NEW ACCOUNTING STANDARDS ---------------------------------- The Company does not believe that any recently issued accounting standards, not yet adopted by the Company, will have a material impact on its financial position and results of operations when adopted. During June 2001, SFAS No. 141, "Business Combinations" was issued. This standard addresses financial accounting and reporting for business combinations. All business combinations within the scope of SFAS 141 are to be accounted for using one method -the purchase method. Use of the pooling-of-interests methods is prohibited. The provisions of SFAS141 apply to all business combinations initiated after June 30, 2001. During June 2001, SFAS No. 142, "Goodwill" and Other Intangible Assets" was issued. This standard addresses how intangible assets that are acquired individually or with a group of other assets (but not those acquired in a business combination) should be accounted for in financial statements upon their acquisition. SFAS 142 also addresses how goodwill and other intangible assets should be accounted for after they have been initially recognized in the financial statements. The provision of SFAS 142 is effective for fiscal years beginning after December 15, 2001. 3. GOING CONCERN The Company's financial statements are prepared using generally accepted accounting principles to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. 4. PROVISION FOR INCOME TAX Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related to differences between the financial statement and income tax bases of assets and liabilities for financial statement and income tax reporting purposes. Deferred tax assets and liabilities represent the future tax return consequences of these temporary differences, which will either be taxable or deductible in the year when the assets or liabilities are recovered or settled. Accordingly, measurement of the deferred tax assets and liabilities attributable to the book-tax basis differentials are computed by the Company at a rate of approximately 34% for federal and 6% for state. 5. COMMITMENTS AND CONTINGENCIES INSURANCE --------- The Company does not maintain any property and general liability insurance. At the date of the Balance Sheet, the Company is not aware of any claims. 6. REDUCTION OF LOAN OUTSTANDING There were 100,000,000 restricted Shares issued on January 4, 2004 to complete the acquisition of Bio-Tracking. At which time a note for $868,569 was cancelled which was issued as collateral until the shares were ready for delivery from the transfer agent. Furthermore, the shares for the Agreement of the settlement of debts of CXN with 3884368 Canada Inc. were issued in January 2004. 7. GOODWILL In July 2001, the FASB issued Statement No. 141, Business Combinations and No. 142, Goodwill and Other Intangible Assets. Statement No. 141 supercedes the previous accounting standard on business combinations, Accounting Principles Board Opinion No. 16. and requires that all business combinations initiated after June 30, 2001 must be accounted by the purchase method. Statement No. 141 also changes the requirements for recognizing assets as assets apart from goodwill in business combinations accounted for by the purchase method for which the date of the acquisition is July 1, 2001 or later. Under Statement No. 142, goodwill acquired in a business combination for which the acquisition date is after June 30, 2001, should not be amortized, but should be tested for impairment in accordance for the provisions of this accounting standard. Goodwill is the result of the acquisition of Bio-Tracking Security Inc. by the registrant on December 2, 2003. The closing price of the shares traded on December 2, 2003 was $0.05. The Goodwill is calculated as the excess of the fair value of the acquisition (the purchase method) over its tangible assets. 8. SUBSEQUENT EVENTS SIGNIFICANT CHANGES TO KEY MANAGEMENT AND SHARE CAPITAL MANAGEMENT CHANGES -------------------------------------------------------------------------- On March 10, 2004, a majority action of shareholders of the registrant, was taken by shareholders representing a majority of the outstanding shares of the corporation, in accordance to 607.0704 of the Florida Business Corporations Act, to nominate successor Members of the Board of Directors for the ensuing year, namely; Mr. Michael G. Iafigliola, Mr. Philippe Canning, Mr. Kerry Schacter and Ms. Angela Cabral. A Schedule 14C Information Statement was filed April 5, 2004. On September 30, 2004, Mr. Jean-Francois Amyot was appointed to the Board of Directors of the Registrants and nominated as Chairman President and CEO following the Special Shareholders meeting held in witness of the Registrant's auditors where the holder of the majority of the outstanding shares of the common stock of the Registrant voted to remove Michael Tremis, Michael Iafigiola, Philippe Canning, Daniel Bernesi and Kerry Schacter as officers and directors of the Registrant and appoint Mr. Jean-Francois as the sole director. The decision by the shareholder to remove the current members of the Board of Directors arose due to irresolvable differences and such action was taken in the best interest of all the shareholders of the Registrant. On September 30, 2005, following the Special Shareholders meeting held in witness of the Registrant's auditors where the holder of the majority of the outstanding shares of the common stock of the Registrant voted to approve a reverse split of up to 1 for 20. The Board of Directors are currently evaluating the necessity of proceeding to restructure the capital stock of the Company. As at the Statement date, the Company has received no claims by the previous board of directors nor officers nor has the Company pursued any claims against the previous board of directors and officers. Effective May 11, 2006, the Company, by way of a reverse merger, acquired 100% of the outstanding shares of two divisions of the North-West Oil Group, namely "North-West Oil Group-Saratov" Ltd. and Company "Neftegazenergo" Ltd. As the result of that merger, the Company shareholders will own a total of 41% of the issued and outstanding shares of the Company and the shareholders of the North-West Oil Group will own 59% of the Company. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Statements included in this Management's Discussion and Analysis of Financial Condition and Results of Operations, and in future filings by the Company with the Securities and Exchange Commission, in the company's press releases and in oral statements made with the approval of an authorized executive officer which are not historical nor current facts are "forward-looking statements" and are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. Without limiting the generality of the foregoing, words such as "may," "will," "expect," "believe," "anticipate," "intend," "could," "estimate," or "continue" or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. The foregoing list should not be construed as exhaustive and the Company disclaims any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. You are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The following important factors, among others, in some cases have affected and in the future could affect the our actual results and could cause the our actual financial performance to differ materially from that expressed in any forward-looking statement: (i) the extremely competitive conditions that currently exist in the market for companies similar to us; (ii) history of operating losses and accumulated deficit; (iii) possible need for additional financing; and (iv) other factors discussed in this report and the Company's other filings with the Securities and Exchange Commission. The following discussion should be read in conjunction with our financial statements and their explanatory notes included in the report. SUMMARY - ------- Nord Oil International, Inc. (f/k/a/ Bio-Tracking Security Inc.) (the "Company") is a Florida registered company. Until October 29, 2003, the Company was pursuing its business plan of developing a custom market research firm which would provide business intelligence to Fortune 2000 companies seeking to enter or enhance their market presence in the People's Republic of China, with its partner, The China Economic Information Network (CEINet), an official government agency of the State Development and Planning Commission. On October 29, 2003, the Company announced that it would seek to mutually terminate its joint venture agreement with CEINet. The board of directors of the Company had agreed that this decision was necessary due to CXN's continued inability to meet its obligations under its agreement. On December 2, 2003, the Company concluded the acquisition of Montreal (Canada) based Bio-Tracking Security Inc. (Bio-Tracking). Under the terms of the transaction, the Company acquired 100% of the outstanding shares of Bio-Tracking in exchange for 100,000,000 shares of the Company. Effective May 11, 2006, the Company, by way of a reverse merger, acquired 100% of the outstanding shares of two divisions of the North-West Oil Group, namely "North-West Oil Group-Saratov" Ltd. and Company "Neftegazenergo" Ltd. As the result of that merger, the Company shareholders will own a total of 41% of the issued and outstanding shares of the Company and the shareholders of the North-West Oil Group will own 59% of the Company. History and Development of Nord Oil International, Inc. - ------------------------------------------------------- Bio-Tracking security Inc. of Montreal, Quebec, designs and manufactures vehicle and asset tracking and security systems, based on patent pending, Inertial Navigation, Biometric Fingerprint Identification and Spread Spectrum Communication technologies. On June 15, 2005, we completed our acquisition of Nord Oil, Inc., a Delaware corporation, pursuant to a Share Exchange Agreement. On June 15, 2005, we completed our acquisition of Nord Oil, Inc., a Delaware corporation, pursuant to a Share Exchange Agreement. Nord Oil International Inc. is a reporting publicly traded Oil & Gas junior producer, trading under the ticker NDOL on the US Over-The-Counter market. Nord Oil International Inc. is the corporate holding company, which wholly owns three Russian subsidiaries; Nord Oil Products LLC, Nord Oil Samara LLC and NANA A LLC. Mission - ------- The Company's mission is to become one of the leaders in the industry sector in terms of technological advancements, growth rates, quality of oil products and efficiency of business management, while creating substantial shareholder value and contributing to increasing shareholder income through an equitable distribution of profits. Russian Oil Industry - --------------------- Russia has around 49 bln. Barrels of proven oil reserves (4.8% of world's reserves) ranking six in the world. At the moment about 2,000 oil- and oil and gas deposits have been discovered in the territory of 36 out of 89Russian subjects. Hydrocarbon material is produced in 30 out of those 36. For its main criteria Russia is now making a transition from the mature stage of development to the late stage. Hence, the medium stage of development is typical of West Siberian deposits, which make the country's main source of raw materials and is partially typical of the European North. The oil producing areas of Urals and Volga, North Caucasus and Sakhalin Island are at the late stage of development. Only the deposits of East Siberia, Far East and sea shelves are at the initial stage of development. Today oil output can be increased only due to the prolongation of "young age" of provinces, i.e. discovery of new structural stages of oil-and-gas presence, or due to the discovery of new and rich provinces. Following the 2003 results the output of oil in Russia grew by 10.7%. In January and February of 2004 the output of oil produced by Russian oilers increased by 11.5% as compared the previous year. The preliminary data of March 2004 speak of the continuing tendency of oil production growth. Oil export grows even faster. In January and February of 2004 export via Transneft oil pipelines exceeded the similar previous year figure by 21.8%. Oil export by railways doubled and made up 109%. The maintaining of production rate requires state and private investments both in the upgrading of oil production and improvement of infrastructure. Samara Region - ------------- The Samara Region is situated in the south-eastern part of Eastern European Plain in the middle part of the Volga and occupies the area of 53.600 square kilometres. It borders the Uliyanovsk Region, the Orenburg Region, the Saratov Region and the Republic of Tatarstan. The Samara Region has a population of 3,239 thousand people. Samara and Togliatti are major seaports on the Volga playing an important role in the transportation system of the European Russia. The Samara Region is run across by national Russian railways and highways as well as by oil-, gas- and product pipelines. Oil and associated gas are the region's most important mineral resources. The current geological reserves amount to approximately 2 bln. tons, but the volume of remaining recoverable commercial reserves is much lower - around 0.35 bln. tons. 130 oilfields have been discovered in the region; 67 of them are on stream. CAPITAL NEEDS We do not anticipate that we will be required to raise additional capital since current cash flow is sufficient to meet ongoing business operation. RESULTS OF OPERATIONS On June 15, 2005, we completed our acquisition of Nord Oil, Inc., a Delaware corporation, pursuant to a Share Exchange Agreement. Below are our results of operations reflecting the acquisition. FOR THE PERIOD FOR THE PERIOD JANUARY 1, 2006 JANUARY 1, 2005 MARCH 31, 2006 MARCH 31, 2005 -------------- ---------------- U.S.$ U.S.$ SALES: Income 3 942 075 519 631 Operating Expenses (2 870 407) (389 723) Selling, general and administrative (407 889) (211 313) Amortization/Depreciation (442 886) (55 892) Loss before Provision for Income Taxes 220 893 (137 297) ------- -------- Total other Income/Expenses Net 26 153 -- Earnings before Interest and Taxes 247 046 (137 297) -------- Income Tax Expense (54 503) -- ------- Net Income/Loss Per Common Share 192 543 (137 297 -------- LIQUIDITY AND CAPITAL RESOURCES The Company has historically satisfied its operating cash requirements primarily through private placements of restricted stock, the issuance of debt securities, issuance of common stock to satisfy balances currently outstanding, the issuance of convertible debt and warrants, operating cash flow and cash funding from related parties, as required. ACCOUNTING POLICIES SUBJECT TO ESTIMATION AND JUDGMENT Management's Discussion and Analysis of Financial Condition and Results of Operations are based upon our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States. When preparing our financial statements, we make estimates and judgments that affect the reported amounts on our balance sheets and income statements, and our related disclosure about contingent assets and liabilities. We continually evaluate our estimates, including those related to revenue, allowance for doubtful accounts, reserves for income taxes, and litigation. We base our estimates on historical experience and on various other assumptions, which we believe to be reasonable in order to form the basis for making judgments about the carrying values of assets and liabilities that are not readily ascertained from other sources. Actual results may deviate from these estimates if alternative assumptions or condition are used. Merger with North-West Oil Group, namely "North-West Oil Group-Saratov" Ltd. and Company "Neftegazenergo" Ltd. Effective May 11, 2006, the Company, by way of a reverse merger, acquired 100% of the outstanding shares of two divisions of the North-West Oil Group, namely "North-West Oil Group-Saratov" Ltd. and Company "Neftegazenergo" Ltd. As the result of that merger, the Company shareholders will own a total of 41% of the issued and outstanding shares of the Company and the shareholders of the North-West Oil Group will own 59% of the Company. The current board of directors is being changed to include 4 members appointed by the North-West Oil Group shareholders out of a total of 7 board members. Effective May 11,2006, Mr. Makarov will have resigned his functions of President and CEO and Mr. Ernest Malyshev, President of North West Oil Group has been appointed the new President. The new board of directors and management are as follows: Ernest Gurgenovich Malyshev President Juliya Vladimirovn Sozina Vice president Operations Dina Vladimirovna Vygovskaia Vice president Engineering Anatoly Viktorovich Iartsev Vice president Marketing Stratton D. Stevens Vice president Gerald T. Parkin CEO and CFO Igor Nikolaevitch Bratchikov Vice president The Company issued 357,186,230 restricted common shares for the acquisition of North-West Oil Group. ITEM 3. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES -------------------------------------------------- We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures as of September 30, 2005 were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. There have been no material changes in our internal controls over financial reporting or in other factors that could materially affect, or are reasonably likely to affect, our internal controls over financial reporting during the quarter ended March 31, 2006. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS We are not a party to any pending material legal proceedings and are not aware of any threatened or contemplated proceeding by any governmental authority against us. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS The Company issued 357,186,230 restricted common shares for the acquisition of North-West Oil Group. The offer and sale of the securities above were effected in reliance on the exemptions for sales of securities not involving a public offering, as set forth in Rule 506 promulgated under the Securities Act of 1933, as amended (the "Securities Act") and in Section 4(2) and Section 4(6) of the Securities Act and/or Rule 506 of Regulation D and the exemption provided pursuant to regulation S for foreign holders of our common stock. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None ITEM 5. OTHER INFORMATION Effective May 11, 2006, the Company, by way of a reverse merger, acquired 100% of the outstanding shares of two divisions of the North-West Oil Group, namely "North-West Oil Group-Saratov" Ltd. and Company "Neftegazenergo" Ltd. As the result of that merger, the Company shareholders will own a total of 41% of the issued and outstanding shares of the Company and the shareholders of the North-West Oil Group will own 59% of the Company. The current board of directors is being changed to include 4 members appointed by the North-West Oil Group shareholders out of a total of 7 board members. Effective May 11,2006, Mr. Makarov will have resigned his functions of President and CEO and Mr. Ernest Malyshev, President of North West Oil Group has been appointed the new President. The new board of directors and management are as follows: Ernest Gurgenovich Malyshev: President ERNEST GURGENOVICH MALYSHEV was educated at the Military Academy and commenced trading in petroleum products as the head of a private company in St. Petersburg. He then formed the North West Oil Group and achieved its present successful status with oil/gas related contracts in Europe and in Russia. Following the merger, the president looks forward to developing major projects in the immediate future the first being the joint venture with an agency of the government of India. His success in business has been matched by his participation in charitable causes. His company is one of the main participants in charitable programs executed jointly with the administrative department of the president of Russia such as the International Charity Fund. The Company under Mr. Malyshev's guidance is well known for its assistance in the reconstruction of important national monuments and buildings. He directed donations to assist families of employees as well as setting up a program for the education of blind children within the UN and UNESCO projects. Juliya Vladimirovn Sozina: Vice president Operations JULIYA VLADIMIROVNA SOZINA was educated at the State University of Economic and Finance. She worked with Lukoil as the assistant to the general director of finance. She is the vice president of the North West Oil Group. Dina Vladimirovna Vygovskaia: Vice president Engineering DINA VLADIMIROVNA VYGOVSKAYA was educated at the St-Petersburg State Engineering and Economical University and worked at the Baltik Trade Co as chief auditor of the petroleum products department and joined the North West Oil group 5 years ago as vice president and as an engineer for quality audits and control of petroleum products. Anatoly Viktorovich Iartsev: Vice president Marketing ANATOLIY VIKTAOROVICH YARTSEV was educated at the All Russian Academy of Trade. He worked for 16 years in the petroleum industry. He has been with the North West Oil Group for the past 11 years as the deputy director of the oil export department. He is vice president of the marketing department. Stratton D. Stevens: Vice president Gerald T. Parkin: CEO and CFO Igor Nikolaevitch Bratchikov: Vice president The Company issued 357,186,230 restricted common shares for the acquisition of North-West Oil Group. (a) Financial statements of business acquired. The financial statements required by Item 9.01(a) of Form 8-K will be filed on Form 8-K within the period permitted by Item 9.01(c) of Form 8-K. (b) Pro Forma financial information The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed on Form 8-K within the period permitted by Item 9.01(c) of Form 8-K. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 2.1 Share Exchange Agreement between North West Oil Group and Nord Oil International, Inc. 31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act. 31.2 Certification of Principal and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act. 32.1 Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act. 32.2 Certification of Principal Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. NORD OIL INTERNATIONAL, INC. Dated: May 24, 2006. By: /s/ Gerald T. Parkin ---------------------------- Name: Gerald T. Parkin Title: Chief Executive Officer (Principal Executive Officer) Dated: May 24, 2006. By: /s/ Gerald T. Parkin ---------------------------- Name: Title: Chief Accounting Officer (Principal Accounting Officer)