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gdz

07/22/06 12:33 PM

#14722 RE: an old investor #14718

What do You think about this info below?

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




SPENDADDY

07/22/06 3:03 PM

#14742 RE: an old investor #14718

You are so right!!! Stupid is as Stupid does!