Saturday, July 22, 2006 12:33:02 PM
Completion of Acquisition or Disposition of Assets, Change in Directors
Item 2.01. Completion of Acquisition or Disposition of Assets.
On May 10, 2006, the Company entered into a Share Exchange Agreement with North West Oil Group, a copy of which is attached as Exhibit 2.1 herein.
The terms of the Agreement provides that North West Oil Group exchanges one hundred per cent (100%) shares of the capital stock in Limited Liability Company North-West Oil Group Saratov and one hundred per cent (100%) shares of the capital stock in Limited Liability Company the Neftegazenergo for fifty nine percent (59%) of all issued and outstanding share of common stock of Nord Oil International, Inc. As the result of that merger, Nord Oil International shareholders will own a total of 41% and the shareholders of the North-West Oil Group will own 59% of the newly created entity to be renamed the Northwest Oil Group.
North-West Oil Group is a oil and gas producing company offering service in the oil market of Moscow, Saint-Petersburg and other industrial centers in the European part of Russia. The activity sphere of the North-West Oil Group covers realization of oil and gas, production and sale of oil and petrochemical products.
The Company issued 357,186,230 restricted common shares for the acquisition of North-West Oil Group.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
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
Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial statements of business acquired.
The following information is attached hereto as Exhibit 99.1:
Financial Statements of North West Oil Group for the periods Ended March 31, 2005 and March 31, 2006.
(b) Pro Forma financial information
The following information is attached hereto as Exhibit 99.2:
Consolidated Financial Statements Nord Oil International Inc. and North West Oil Group for the periods Ended March 31, 2005 and March 31, 2006.
(c) Exhibits
Exhibits Description
2.1 Share Exchange Agreement between Nord Oil International, Inc.
and North-West Oil Group.
99.1 Financial Statements of North West Oil Group
99.2 Consolidated Financial Statements Nord Oil International Inc.
and North West Oil Group
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