North West Oil Group, Inc. (NWOL)

[RonnieD]

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

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(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 |_|


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BIO TRACKING SECURITY, INC.

Table of Contents

Description Page
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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





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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.$
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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 --
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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 --
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TOTAL CURRENT LIABILITIES 5 740 707 13 044 366
Long Term Debt -- --
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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
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 13 829 635 17 421 604
===================================================================================================





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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)

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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 -- --
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NET CASH AND CASH EQUIVALENTS PROVIDED BY
(USED IN) OPERATING ACTIVITIES (948 529) (554 168)
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CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Goodwill -- (4 562 020)
Purchase of Capital Assets -- (1 040 259)
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NET CASH USED FOR INVESTING ACTIVITIES -- (5 602 279)
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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
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NET CASH FROM FINANCING ACTIVITIES 1 176 681 6 108 014
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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
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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.


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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.


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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.


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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.


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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)
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Income Tax Expense (54 503) --

Net Income/Loss Per Common Share 192 543 (137 297

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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.


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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.


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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.


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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.


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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)





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Exhibit 2.1

SHARE EXCHANGE AGREEMENT NO. 1

City: Moscow

Closed Joint-Stock Company North West Oil Group, hereinafter referred to as the "Party 1". Represented by President Ernest Gurgenovich Malyshev acting on the basis of the Articles of Association, and company Nord Oil International Inc., hereinafter referred to as the "Party 2", re[resented by President Viacheslav Leonidovich Makarov acting on the basis of the Articles of Association, have concluded this Agreement as follows:

1. CONTRACTUAL SUBJECT

1.1 Party 1 exchanges one hundred per cent (100%) shares of the capital stock in Limited Liability Company North-West Oil Group Saratov with the face value of ten thousand (10,000.00) Rubles, of which Party 1 is the owner, hereinafter referred to as the NWOG Saratov and NGEC Shares, and one hundred per cent (100%) shares of the capital stock in Limited Liability Company the Neftegazenergo Company with the face value of ten thousand (10,000.00) Rubles, of which Party 1 is the owner, hereinafter referred to as the NWOG Saratov and NGEC Shares, for fifty nine percent (59%) nominal equities of all issued and outstanding stock in company Nord Oil International Inc. with the face value of
0.001 US Dollar, hereinafter referred to as the shares of Party 2, which will be issued in the amount sufficient to enable completion of this transaction as a part of the extra stock issuance. The procedure of extra-issuing of the Shares of Party 2 shall be contemplated in the Special Terms (Schedule 1.1 hereto).

1.2 Exchange of the NWOG Saratov and NGEC Shares for the Shares of Party 2 subject to the terms and conditions of thus Agreement shall be deemed equivalent with no extra payments made.

2. REPRESENTAION AND WARRANTIES BY PARTY 1

2.1 Organization, Authority and Capacity

2.1.1. Limited Liability Company North-West Group Saratov and Limited Liability Company Neftegazenergo Company, hereinafter referred to as NWOG Saratov and NGEC, are companies with good financial standings, which have been duly established and validly existing under the law of the Russian Federation, and possess all the authority and capacity required.

NWOG Saratov and NGEC possess all corporate authority and capacity required to own, lease and operate all and any of their asset and property and to perform their business as it is currently performed.

NWOG Saratov and NGEC are entitled to perform foreign economic activities and are in good financial standing. In event that any activity should be performed that required obtaining any relevant authorizations, the NWOG Saratov and NGEC may perform such activities to the extent that a necessary authorization (license) has been obtained.

2.2 The NWOG Saratov and NGEC Shares have been duly authorized, issued, paid in full, and free and clear of any encumbrances or limitations for completion of the transaction contemplated under this Agreement .


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2.3 Party 1 has produced to Party 2, true, duly certified, correct and complete copies of the Certificates of Registration and the Articles of Association of the NWOG Saratov and NGEC.

2.4 The transaction under this Agreement has been duly authorized by Party 1 in the person of its competent management body.

2.5 Execution and performance of this Agreement shall not require from Party1 or the NWOG Saratov and NGEC obtaining any additional authorizations or contents, or any other actions, including filing at or notification of any official or legal person. In the event that the need to perform any such actions occur, Party 1 shall undertake to perform such actions within reasonable time period and at its own expense.

2.6 This Agreement and any Schedules hereto, as well as the financial statements of NWOG Saratov and NGEC and any other information as a whole, transferred in writing by Party 1 and NWOG Saratov and NGEC or by of their agents to Party 2, do not contain any untrue or misleading representations, and represent a complete, valid and necessary information. There are no events or conditions that have not been communicated to Party 2 in writing, which, separately or in aggregate, could cause negative effect on NWOG Saratov and NGEC or affect negatively Party 1 and NWOG Saratov and NGEC's ability to comply with their obligations under this Agreement.

2.7 Party 1 and NWOG Saratov and NGEC have transferred or will transfer to Party 2, before physical exchange under this Agreement, the financial statements of NWOG Saratov and NGEC. The financial statements are valid, correct and complete in all material aspects and accurately reflect the financial standing of NWOG Saratov and NGEC and the results of their performance during the reporting period, and they were prepared in compliance with Generally Accepted Accounting Principles (GAAP). The aforementioned statements shall be completed as of 31 December for two preceding annual periods subject to the GAAP rules.

2.8 Since the date of completion of the Financial Statements, no events have occurred which could cause material negative effect on NWOG Saratov and NGEC.

2.9 Except for the items reflected in the Financial Statements in which respect adequate provisions have been made, as of the date of their completion and up to present, NWOG Saratov and NGEC have not assumed any direct or contingent liabilities, obligations, claims or incurred any losses, damages, shortages, or assumed any fixed or non-fixed, liquid or long-term, secured or non-secured, charged, absolute, presumptive or other liabilities or obligations in respect to payments of any nature whatsoever, which should, subject to the Generally Accepted Accounting Principles, have been reflected in such Financial Statements, and in which respects adequate provisions should have been made, the value of which, separately or in aggregate, is in excess of 25,000.00 US Dollars.

2.10 Except as otherwise provided in this Agreement, as of the date of execution of the Financial Statements, NWOG Saratov and NGEC:

- have not made any alterations of their Article of Association, or merged, consolidated or been taken over in any other manner whatsoever with or by any person or enterprise,

- have not issued, provided for issuance, sold, redeemed, repurchased, or acquired on any other manner, any options or rights of subscription, and have not concluded any agreements or made any promises to issue, sale, redeem or acquire in any other manner, any securities;

- have not assumed any debts under borrowed facilities, or any other liabilities, which value is in excess of 25,000.00 US Dollars;

- have not declared for payment or paid any dividends, or made any other distributions or paid any profits to their shareholders;

- have not made any amendments in their accounting practices or procedures or the policy of depreciation calculation or asset retirement, other than those provided for by the applicable laws or the Generally Accepted Accounting Principles;


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- have not granted any loans, credits, or made any advance payments, other that payments made in the normal course of business;

- have not concluded any lease agreements (as a leaser or lesser), under which NWOG Saratov and NGEC are obliged to receive or make any payments during any year, other than declared payments, and they have not sold, assigned or disposed their assets or property in any other manner, or pledged any of their assets or property, or amended any agreements, by which virtue their assets or property are bound;

- have not made any acquisitions, in whole or partially, of any assets or properties, or securities or a business as a whole of any persons;

- have not paid directly or indirectly, any of their material obligations in any manner or way other than in the normal course of their business;

- have not terminated (and have timely extended) or received any notices (which were not subsequently withdrawn) of termination or failure to extend validity of any agreement, terms and conditions of which bind their assets, property, business, operations, development outlooks, performance results or financial standing of NWOG Saratov and NGEC;

- have not concluded any contracts and completed any transactions, which could increase their liabilities materially.

2.11 NWOG Saratov and NGEC are not in breach of any provisions of the applicable law, decrees, prohibitions, judgments and do not violate any federal, local or foreign laws, decrees or enactments of any governmental or regulating bodies, courts, arbitration, which separately or in aggregate could cause material negative effect on t NWOG Saratov and NGEC.

2.12 There are no unresolved or pending proceedings and no court decrees, orders or any other judgments made by legal, governmental or regulating bodies, including arbitration, in respect to NWOG Saratov and NGEC, or any other claims in respect to NWOG Saratov and NGEC's Shares. To the best of Party 1's knowledge, no claims or demands by legal, governmental or administrative bodies, including arbitration, have been made against NWOG Saratov and NGEC.

3. REPRESENTATIONS AND WARRANIES OF PARTY 2

Party 2 hereby represents and warrants to Party 1 the following:

3.1 Party 2 is a public company registered with the US Securities Commission, whose stock currently trades in the PinkSheet Exchange under code NDOL, and in the Frankfurt Exchange under symbol CXIA;

3.2 Party 2 is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida and has all requisite corporate power and authority to own or lease its assets, as well as to perform its business as it is presently performed. Party 2 have undertaken any corporate proceedings required by law or by provisions of this Agreement to be taken by it in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement.

3.3 Execution of this Agreement has been duly authorized by Party 2 and constitutes the valid and binding agreement of Party 2 enforceable against Party 2 in accordance with its terms and the law.

3.4 The execution delivery and performance by Party 2 of this Agreement and the consummation by Party 2 of the transactions contemplated hereby shall not oblige Party 2 to obtain any required consent, approval or action of, or make any filing with or give any notice to, any official or legal person.


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3.5 The execution delivery and performance by Party 2 of this Agreement and the consummation by Party 2 of the transactions contemplated hereby subject to the terms and conditions hereof shall not:

- violate any provision of the Articles or Certificate of Incorporation, by-laws or other charter or organizational document of Party2;

- violate, conflict with or result in the breach of any of the terms of, result in any modification of the effect of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any contract to which Party 2 is a party or by which its assets or properties may be bound;

- violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, or any agreement with, or condition imposed by, any governmental or regulatory body, foreign or domestic, binding upon Party 2 or upon the securities, assets or business of Party 2.

3.6 Party 2 acknowledges that all the issued and outstanding shares are represented by the single share class as of the Effective date of this Agreement. No preferred stock, or issued options and warrants of Party 2 exist. All of two hundred and forty-eight million, two hundred and fourteen thousand, one hundred and fifty-seven (248,214,157) shares issued by Party 2 are duly issued and fully paid out equities without any right of additional contribution and free of any preferred rights, which have been issued in accordance with the applicable law of US and Germany that governs the matters of security circulation. Party 2 hereby agrees to file with the relative bodies and conduct the extra issuance of three hundred and fifty seven million,one hundred and eighty six thousand and two hundred and thirty (357,186,230) shares assigned under this transaction to Party1.

3.7 Party 2 shall undertake to transfer to Party1 true, correct and complete copies of the Certificate or Articles of Incorporation (certified by the Secretary of the State) and By-Laws or compatible instruments (certified by the corporate secretary of Party 2). The minute books of Party 2 accurately reflect all actions and resolutions taken at all meetings of the Board of Directors and all General Meetings of Shareholders, as well as at the meeting of any existing committees and commissions of Party 2.

3.8 As of completion of transactions, the Shares of Party 2 are issued for Party 1, and as of their issuance and transfer subject to Schedule 1.1 such Shares will be duly authorized, issued and fully paid-out without any right of additional payments and free if any pledges, claims or encumbrances.

3.9 Neither Party 2 nor its assets are subject of any proceeding involving voluntary or involuntary bankruptcy, insolvency or receivership.

3.10 Since 31 March 2006, there has not been any material adverse change in the financial standing, assets or liabilities of Party 2, and Party 2 hereby represents that it has not:

- engaged in any material transaction outside the ordinary course of business;

- made any capital expenditures other than in the ordinary course of business;

- paid, loaned or advanced (other that the payment of salaries or reimbursement of expenses in the ordinary course of business) any amounts to, or sold, transferred or leased any properties or assets to or entered into any other transactions with any of its officers or directors, any of its affiliates, or any officer or director of its affiliates;

- made any material change in any method of accounting or accounting practice;

- entered into any material guarantees or otherwise incurred or suffered to exist any material contingent liabilities;

- paid or declared any dividend or other distribution in respect of its capital stock, or set aside any suns for the payment of any such dividend or other distribution;

- agreed, whether in writing or otherwise, to do any of the foregoing;


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- suffered any labor trouble or any controversies with any of its employees.

3.11 All agreements which materially affect Party 2 to which Party 2 is a party or by which Party 2 or any of its property is bound which exist as of the date of execution of this Agreement have been filed as exhibits to documents filed by Party 2 (collectively the "Contracts") with the securities and exchange commissions. Party 2 is not in default with respect to any material term or condition o any such Contract, nor has any event occurred which through the passage of time or the giving of notice, or both, would constitute a default hereunder.

3.12 Party 2 is not in violation of any applicable order, judgment, injunction, award or decree nor it is in violation of any federal, state, local or foreign law, ordinance or regulation or any other requirement of any governmental or regulatory body, court or arbitrator, other than those violations which, in the aggregate, would not have a material adverse effect on Party 2, and Party 2 has not received written notice that any violation is being alleged.

3.13 To Party 2's knowledge, there are no orders to cease trading against its directors or officers or any of its affiliates by any regulatory authority of the United States of America or Germany.

3.14 To Party 2's knowledge, there are no investigations or inquiries pending against Party 2 or its directors or officers by any stock exchange, securities regulatory authority, taxing authority or any other governmental department or agency.

3.15 All books, business records of the corporation and the financial statements of Party 2 as of the date of physical performance of the exchange or immediately preceding it, will be brought in compliance with and truly and correctly reflect its financial standing.

3.1.6 This Agreement and Schedules hereto and other information provided in writing by Party 2 or representatives thereof to Party 1, taken as a whole, do not contain any untrue or misleading representations, and represent complete, true and necessary information. There are no facts or conditions, which have not been disclosed to the shareholders of Party 2 in writing which, individually or in the aggregate, could have a material adverse effect on Party 2 or material adverse effect on the ability of Party 2 to perform any of its obligations pursuant to this Agreement.

4. OBLIGATIONS OF PARTIES

Parties hereby acknowledge and agree to the following:

4.1 Each of the Parties shall execute such documents and other papers and take such further actions as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated hereby. Each such Party shall use its best efforts to fulfill or obtain the fulfillment of the conditions of this Agreement.

4.2 Following the signature of this Agreement, Party 2 shall cause the Articles of Incorporation and By-Laws of Party 2 to be amended:

- to set the number of directors at seven (7) or any number designated by Party 1;

- to change the name of Nord Oil International Inc. to Nord-West Oil Group.

4.3 Party 2 shall file with the regulatory bodies any and all forms necessary to conduct the foregoing in accordance with securities laws and regulations.

4.4 Party 2 shall cause four (4) designees of Party 1 to be elected as directors of Party 2.

4.5 Following the signing of this Agreement Stratton D. Stevens shall remain as the Vice President, I.N. Bratchikov shall remain as Executive Vice President and Gerald Parkin, vice president shall also remain out of the existing members of the Board of Directors, while the remaining members of the Board of Directors shall resign through the resolution by the general meeting of the shareholders of Party 2. The same resolution shall appoint into the Board of Directors four (4) designees of Party 1. Additionally, by virtue of the same resolution, the Chairman of Board and the President of Party 2 shall be appointed.


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4.6 In addition to the foregoing, no other amendments of, or modifications to, the Articles or Certificate of Incorporation or By-Laws of Party 2 shall be acceptable, nor any amendments or modification to the Articles of Incorporation or by-laws unless under the directives of Party 1.

4.7 Delivery of Financial Statements

4.7.1 As soon as possible, each Party shall provide the following Financial Statements to the other, which statements shall be collectively referred to as the "Financial Statements":

4.7.1.1 audited balance sheets as of the end of each of the two most recent fiscal years or such shorter period as they (including its predecessors) have been in existence

4.7.1.2 the audited statements of income and cash flow for each of the three fiscal years preceding the date of the audited balance sheet referred to in 4.7.1.1 above or such shorter period as they Including its predecessors) have been in existence;

4.7.1.3 the Balance Sheet as of 31 March 2006;

4.7.2 The Financial Statements referred to above, in par. 4.7.1.1 and 4.7.1.2 shall be audited by RSM Top-Audit, being duly registered and in good standing with the securities and exchange commissions and certified by the Public Company Accounting Oversight Board.

4.7.3 Party 2 and NWOG Saratov and NGEC shall also provide a letter from its auditors referred to in (b) above in which the auditors shall state that they will be able to complete its review of each company's interim financial statements for filing, and as required by the Securities and Exchange Commission and provide pro forma financial statements of Party 2 showing the affects of the acquisition of NWOG Saratov and NGEC Shares, within 10 days after the completion of the exchange hereunder.

4.8 Except as required by any applicable law, rule or regulation, the Parties shall issue a press release and make a public statement with respect to the transactions contemplated by this Agreement, subject to the procedure and the content provided for by the regulations of the securities commission.

5. CONDITIONS PRECEDENT TO OBLIGATIONS OF PARTY 1

5.1 All approvals, authorizations, consents, permits and licenses from governmental and regulatory bodies required for the transactions contemplated by this Agreement and to permit the business currently carried on by NWOG Saratov and NGEC to continue to be carried on by it substantially in the same manner immediately following this date shall have been obtained and shall be in full force and effect and without conditions or limitations reasonably unacceptable to Party 2, and Party 2 shall have been furnished with appropriate evidence, reasonably satisfactory to it and its counsel, of the granting of such approvals, authorizations, consents, permits and licenses. There shall not have been any action taken by any court, governmental or regulatory body then prohibiting or making illegal on this date the transactions contemplated by this Agreement.

5.2 All consents, permits and approvals from any third persons being the parties to contracts with NWOG Saratov and NGEC that may be required in connection with the performance by Party 1 of its obligations under this Agreement or the continuance of such contracts with NWOG Saratov and NGEC in full force and effect shall have been obtained.

5.3 No action, suit or proceeding shall have been instituted and be continuing or be threatened by any Person to restrain, modify or prevent the carrying out of the transactions contemplated hereby, or to seek damages in connection with such transactions, or that could have a material adverse effect on NWOG Saratov and NGEC or Party 2.


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5.4 The capitalization of NWOG Saratov and NGEC is as represented at execution of this Agreement.

6. CONDITIONS PRECEDENT TO OBLIGATIONS OF PARTY 2

6.1 The capitalization of Party 2 is as represented at the execution of this Agreement.

6.2 Party 2 shall deliver the resignations and releases of its directors that have resigned to permit the appointment of Party 2's nominees as described in this Agreement.

6.3 Party 2 has filed with the securities and exchange commissions in the United States and Germany, any and all periodic reports required to be filed by it pursuant to Section 13(g) of the Securities Exchange Act 1934. Party 2 is current in such filings. The information on such filing shall be furnished to Party 1 within 3 days after the execution of this Agreement.

6.4 Party 2 has no liabilities or assets other than those disclosed.

6.5 Party 2 has obtained the approval of its Board of Directors of this Agreement and the transaction contemplated hereby.

6.6 Party 2 shall cause a Statement to be filed with the security exchange commissions disclosing that Party 2 has entered into this Agreement and also the transaction contemplated hereby. Shareholders of Party 2 holding at least a majority of its issued and outstanding equities, as of the record date, have approved this Agreement and the transactions contemplated hereby either by proxy or written consent.

7. MISCELLANEOUS

7.1 To the extent specified herein, time is of essence of this Agreement and each Party hereto agrees and acknowledges to use their reasonably best efforts to complete the transactions contemplated hereby in a timely manner.

7.2 The Parties will execute and deliver such further documents and instruments and all such acts and things as may be reasonably necessary or requisite to carry out the full intent and meaning of this Agreement and to effect the transactions contemplated by this Agreement.

7.3 Delivery of this Agreement may not be assigned by any Party hereto without the prior written consent of the other Parties to this Agreement.

7.4 This Agreement may be executed in seven (7) counterparts, each of which will be deemed as an original and all of which will together constitute one and the same instrument.

7.5 Each Party will pay its legal expenses incurred in connection with the transactions contemplated hereby, whether or not such transactions are consummated; the Parties shall share equally the cost of the preparation and execution of this Agreement.

7.6 Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but should any provision be unenforceable or invalid under such law, such provision shall be ineffective only to the extent of such unenforceability or invalidity, and the remainder of the Article as well as the balance of this Agreement shall continue to be binding and in full force and effect.

7.7 Any notice, request, instruction or other documents to be given hereunder by any Party hereto shall be in writing and delivered personally, by facsimile transmission or telex, or sent by commercial overnight delivery service or registered or certified mail (return receipt requested), postage prepaid, addressed as follows:


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If to CJSC North-West Oil Group:
Registered office:
12, letter B, Off 7N, Ul 8-ya Krasnoarmeiskaya, St-Petersburg 190103 Postal address: 1/19, Bld. 3, Ul Makarenko, Moscow, 105062 Tel [phone]
Fax [phone]
[e-mail]

If to LLC North-West Oil Group Saratov:
Regisitered office:12/16, Appr. 93, Ul Bakhmetievskaya, Saratov, 410028 Postal Address: 47, Ul Kiseleva, Saratov, 410600 [e-mail]
Tel [phone]
Fax [phone]
Postal address in Moscow: 1/19, Bld. 3, Ul Makarenko, Moscow, 105062 Tel [phone]
Fax [phone]
[e-mail]

If to LLC Neftegazenergo Company:
Registered office: 84, Ul Moskovskaya, Saratov, 410600 Postal Address: 47, Ul Kiseleva, Saratov, 410600 [e-mail]
Tel [phone]
Fax [phone]
Postal address in Moscow: 1/19, Bld. 3, Ul Makarenko, Moscow, 105062 Tel [phone]
Fax [phone]
[e-mail]

If to Nord Oil International Inc:

7151 Jean Talon East, suite 110

Montreal, Quebec, Canada H1M 3N8 [e-mail]
Tel [phone]
Fax [phone]
Postal address in Russian Federation:
27, Bld 1-2, Ul Tverskaua-Yamskaya, Moscow 125047
8. CONFIDENTIALITY

8.1 This agreement represents an instrument containing confidential information, in which respect neither Parties may furnish any copies hereof to any third persons or disclose in any other manner about intent or relationship of the parties hereunder or any other events that any Party may come to know in the course of execution or delivery of this agreement, except as otherwise provided by the requirements of the applicable law.

9. DISPUTE RESOLUTION

9.1 The Parties agree to resolve any disputes arising out of this agreement, including those related to its conclusion, validity, delivery, termination, amendment, unenforceability or application of the effects of its invalidity, in the Intraregional Arbitration Tribunal (IAT) (as a permanent court of arbitration), the Moscow office, subject to the procedure specified in IAT Dispute Resolution Guidelines. Any disputes shall be resolved under the procedure set forth in IAT Dispute Resolution guidelines. IAT judgment shall be final. The governing law shall be the ;aw of the Russian Federation.


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10. FORCE MAJEUR

10.1 Neither Party shall be liable for default or improper performance of its obligations under this agreement as a result of occurrence of any extraordinary insuperable circumstances independent on the will or actions of the parties hereunder due to which the parties hereunder are unable to perform their obligations assumed under this agreement.

In particular, such force majeur events under this agreement may include:

- fire, earthquake, flood and other acts of ogd

- riot, civil strike, insurrection or war

- amendment or issuance of existing or new legal and other regulations in the Russian Federation that resulted in public changes of the extent that hinders proper performance by the parties of their obligations under this agreement

10.2 A good evidence of occurrence if the force majeur events and their continuance under this agreement shall be any written certificate of relevant authorities.

10.3 In event, that performance of any obligation under this agreement becomes impossible in the result of occurrence of any force majeur events, either party hereunder shall immediately notify the other party about occurrence of the above events.

11. REPONSIBILITY OF PARTIES

11.1 A designated number of Shareholders of Party 2 specified in Schedule 2. hereto shall bear secondary liability for obligations of Party 2 and any other obligations and responsibility provided for in Schedule 1.1 hereto.

12. VALIDITY OF AGREEMENT

12.1 The agreement come into effect on 9 May 2006 provided all the terms and conditions specified in Schedule 1.1 to this agreement are complied with and remain effective until closure of payments between parties.

12.2 The agreement may be terminated at any time during the validity at the parties' mutual consent. Termination of this agreement shall be executed as a written agreement between the parties.

12.3 In the event of failure by Party 2 to comply with its obligations hereunder, Party 1 may unilaterally withdraw from performing of this agreement, with giving a relevant notice to Party 2, 5 days prior to termination. Unilateral withdrawal by Party 2 from performing its obligations under this agreement shall not be acceptable.

12.4 Any schedules, amendments and additions to this agreement shall be incorporated into it and effective only when duly executed in writing and signed by each party.


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IN WITNESS WEREOF the parties hereto have set their hand and seal as of the day and year first above written

By and on behalf of
CJSC North-West Oil Group

President

By and on behalf of
Nord Oil International Inc

President

By and on behalf of
LLC North-West Oil Company Saratov

General Manager

By and on behalf of
LLC Neftegazenergo Company

General Manager


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Exhibit 31.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO


SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gerald T. Parkin, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of NORD OIL INTERNATIONAL, INC.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure 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 this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting 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 generally accepted accounting principles;

(c) Evaluated the effectiveness of the Issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Issuer's internal control over financial reporting that occurred during the Registrant's fiscal quarter ending March 31, 2006 that has materially affected, or is reasonably likely to materially affect, the Issuer's internal control over financial reporting.

5. The Registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditor and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):

(a) All deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: May 24, 2006.

/s/ Gerald T. Parkin
--------------------------------
Gerald T. Parkin, Chief Executive Officer





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EXHIBIT 31.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO


SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gerald Parkin, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of NORD OIL INTERNATIONAL, INC.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure 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 this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting 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 generally accepted accounting principles;

(c) Evaluated the effectiveness of the Issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Issuer's internal control over financial reporting that occurred during the Registrant's fiscal quarter ending March 31, 2006 that has materially affected, or is reasonably likely to materially affect, the Issuer's internal control over financial reporting.

5. The Registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditor and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):

(a) All deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: May 24, 2006.


/s/ Gerald Parkin
--------------------------------
Gerald Parkin,
Chief Accounting Officer





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Exhibit 32.1

Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2001.


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In connection with the Quarterly Report of NORD OIL INTERNATIONAL, INC.(the "Company") on Form 10-QSB for the quarter ended March 31, 2006, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Gerald T. Parkin, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2001, that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 24, 2006.


/s/ Gerald T. Parkin
---------------------------------
Gerald T. Parkin
Chief Executive Officer





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Exhibit 32.2

Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2001.


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In connection with the Quarterly Report of NORD OIL INTERNATIONAL, INC.(the "Company") on Form 10-QSB for the quarter ended March 31, 2006, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Gerald Parkin, Chief Accounting Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2001, that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 24, 2006.


/s/ Gerald Parkin
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Gerald Parkin
Chief Accounting Officer