Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
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☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended November 30, 2019
or
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
Commission File
Number: 333-229036
NORTHWEST OIL & GAS TRADING
COMPANY, INC.
(Exact
name of Registrant as specified in its charter)
Nevada
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1311
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82-3552932
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(State
or other jurisdiction of incorporation
or
organization)
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(Primary
Standard Industrial Classification
Code
Number)
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(I.R.S.
Employer
Identification
Number)
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4650 Wedekind Road,
#2
Sparks, Nevada 89431
(775) 882-7549
(Address,
including zip code, and telephone number, including area
code,
of Registrant’s principal executive offices)
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 (Exchange Act) 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 ☒ No ☐
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Website, if any, every
Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
or a smaller reporting company. See the definition of “large
accelerated filer,” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act. (Check
one):
Large
Accelerated Filer
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☐
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Accelerated
Filer
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☐
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Non-accelerated
Filer
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☐ (Do not check if a smaller
reporting company)
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Smaller
reporting company
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Yes ☒
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If an emerging growth company, indicate by check mark if the
Registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
Indicate the number of shares outstanding of each of the
issuer’s classes of common stock, as of the latest
practicable date.
As
of the date of filing of this report, there were outstanding
21,563,245 shares of the issuer’s common stock, par value
$0.001 per share.
1
TABLE OF CONTENTS
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Page
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PART I – FINANCIAL
INFORMATION
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Item
1
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Consolidated
Financial Statements
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F-1
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Item
2
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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3
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Item
3
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Quantitative
and Qualitative Disclosures About Market Risk
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7
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Item
4
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Controls
and Procedures
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7
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PART II – OTHER INFORMATION
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Item
1
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Legal
Proceedings
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8
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Item
1A
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Risk
Factors
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8
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Item
2
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Recent
Sales of Unregistered Securities
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8
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Item
3
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Defaults
Upon Senior Securities
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8
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Item
4
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Other
Information
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8
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Item
5
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Exhibits
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8
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Signatures
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9
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2
PART I – FINANCIAL INFORMATION
Item 1. Consolidated Financial
Statements
The accompanying unaudited consolidated financial statements have
been prepared in accordance with the instructions to Form 10-Q and
Item Regulation S-X, Rule 10-01(c) Interim Financial Statements,
and, therefore, do not include all information and footnotes
necessary for a complete presentation of financial position,
results of operations, cash flows, and stockholders' equity in
conformity with generally accepted accounting principles. In the
opinion of management, all adjustments considered necessary for a
fair presentation of the results of operations and financial
position have been included and all such adjustments are of a
normal recurring nature. Operating results for the six months ended
November 30, 2019, are not necessarily indicative of the results
that can be expected for the year ended December 31,
2019.
Condensed
Interim Financial Statements
For the
Six Months Ending November 30, 2019
(Expressed
in US Dollars)
(unaudited)
F-1
NORTHWEST
OIL & GAS TRADING COMPANY, INC.
Condensed interim
balance sheets
(expressed in US
dollars)
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November
30,
2019
$
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May
31,
2019
$
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(unaudited)
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ASSETS
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Current
Assets
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Cash
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1,796
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1,020
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Prepaid
expenses
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957
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-
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Total Current
Assets
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2,753
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1,020
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Non-current
assets
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Advance
for oil and gas properties (Note 4)
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29,000
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-
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Total
Assets
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31,753
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1,020
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Current
Liabilities
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Accounts
payable and accrued liabilities
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42,795
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6,979
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Due
to related parties (Note 6)
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53,388
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39,685
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Loans
payable to related parties (Note 6)
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275,732
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277,262
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Total Current
Liabilities
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371,915
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323,926
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Nature of
operations and continuance of business (Note 1)
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Commitments (Note
8)
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Subsequent events
(Note 9)
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Stockholders’
Deficit
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Common
stock, 75,000,000 shares authorized, $0.001 par value 21,410,000
shares issued and outstanding
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21,410
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21,410
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Additional
paid-in capital
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3,690
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3,690
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Share
subscriptions received (Note 7)
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188,295
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-
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Shares
issuable (Note 7)
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12,300
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-
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Deficit
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(565,857)
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(348,006)
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Total
Stockholders’ Deficit
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(340,162)
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(322,906)
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Total Liabilities
and Stockholders’ Deficit
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31,753
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1,020
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(The
accompanying notes are an integral part of these condensed interim
financial statements)
F-2
NORTHWEST OIL & GAS TRADING COMPANY,
INC.
Condensed interim
statements of operations and comprehensive loss
(expressed in US
dollars)
(unaudited)
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For
the three months ended
November
30,
2019
$
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For
the three months ended November 30,
2018
$
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For
the six months ended
November
30,
2019
$
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For
the six months ended November 30,
2018
$
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Operating
expenses
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Consulting
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74,297
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–
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93,693
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–
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General and
administrative
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13,312
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379
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19,313
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654
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Investor
relations
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12,300
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–
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12,300
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–
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Oil refinery costs
(Note 5)
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25,000
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–
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45,000
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–
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Professional
fees
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9,750
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3,500
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20,830
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9,000
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Property
maintenance
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6,900
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575
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6,900
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2,325
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Transfer agent
fees
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4,215
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375
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19,815
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1,025
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Total operating
expenses
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145,774
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4,829
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217,851
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13,004
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Net loss and
comprehensive loss for the period
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(145,774)
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(4,829)
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(217,851)
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(13,004)
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Loss per share,
basic and diluted
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(0.01)
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–
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(0.01)
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–
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Weighted average
shares outstanding
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21,410,000
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21,410,000
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21,410,000
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21,410,000
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(The
accompanying notes are an integral part of these condensed interim
financial statements)
F-3
NORTHWEST OIL & GAS TRADING COMPANY, INC.
Condensed
interim statements of stockholders’ deficit
(expressed
in US dollars)
(unaudited)
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Common
Shares
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Number of
Shares
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$
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Additional
Paid-In
Capital
$
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Share
subscriptions
received
$
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Shares
issuable
$
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Deficit
$
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Total
$
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Balance, May 31,
2019
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21,410,000
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21,410
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3,690
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-
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-
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(348,006)
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(322,906)
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Subscriptions
received
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-
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-
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-
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80,295
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-
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-
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80,295
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Net loss for the
period
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-
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-
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-
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-
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-
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(72,077)
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(72,077)
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Balance, August 31,
2019
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21,410,000
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21,410
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3,690
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80,295
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-
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(420,083)
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(314,688)
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Subscriptions
received
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-
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-
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-
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108,000
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-
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108,000
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Shares issuable for
services
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-
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-
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-
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-
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12,300
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-
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12,300
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Net loss for the
period
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-
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-
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-
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-
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-
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(145,774)
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(145,774)
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Balance, November
30, 2019
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21,410,000
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21,410
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3,690
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188,295
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12,300
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(565,857)
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(340,162)
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Balance, May 31,
2018
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21,410,000
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21,410
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3,690
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-
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-
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(42,642)
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(17,542)
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Net loss for the
period
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-
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-
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-
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-
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-
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(8,175)
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(8,175)
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Balance, August 31,
2018
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21,410,000
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21,410
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3,690
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-
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-
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(50,817)
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(25,717)
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Net loss for the
period
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-
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-
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-
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-
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-
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(4,829)
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(4,829)
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Balance, November
30, 2018
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21,410,000
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21,410
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3,690
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-
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-
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(55,646)
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(30,546)
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(The
accompanying notes are an integral part of these condensed interim
financial statements)
F-4
NORTHWEST
OIL & GAS TRADING COMPANY, INC.
Condensed interim
statements of cash flows
(unaudited)
(expressed in US
dollars)
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For
the six months ended
November
30,
2019
$
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For
the six months ended
November
30,
2018
$
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Operating
activities
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Net
loss
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(217,851)
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(13,004)
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Adjustments to
reconcile net loss to net cash used in operating
activities:
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Shares
issuable for services
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12,300
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–
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Changes in
operating assets and liabilities:
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Prepaid
expenses
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(957)
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–
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Accounts
payable and accrued liabilities
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35,816
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3,550
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Net cash used in
operating activities
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(170,692)
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(9,454)
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Investing
activities
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Advances for
acquisition of oil and gas properties
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(29,000)
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–
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Net cash used in
investing activities
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(29,000)
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–
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Financing
activities
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Share subscriptions
received
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188,295
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–
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Proceeds from
related party advances
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20,500
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5,375
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Repayments of
related party advances
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(6,797)
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–
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Repayment of
related party loans payable
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(1,530)
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–
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Net cash provided
by financing activities
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200,468
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5,375
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Change in
cash
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776
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(4,079)
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Cash, beginning of
period
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1,020
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4,110
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Cash, end of
period
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1,796
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31
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Supplemental
disclosures:
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Interest
paid
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–
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–
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Income taxes
paid
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–
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–
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(The
accompanying notes are an integral part of these condensed interim
financial statements)
F-5
NORTHWEST OIL & GAS TRADING COMPANY, INC.
Notes
to the condensed interim financial statements
For the
six months ended November 30, 2019 and 2018
(expressed
in US dollars)
(unaudited)
1.
Nature
of Operations and Continuance of Business
Northwest
Oil & Gas Company Inc. (the “Company”) was
incorporated on April 7, 2017 in the State of Nevada, USA. The
Company is in the business of oil exploration. On December 21,
2017, the Company formalized an agreement whereby it was assigned
partial interest in two operating oil and gas leases in Warren
County, Kentucky. Two other leases were assigned on April 24,
2018.
These
condensed interim financial statements have been prepared on a
going concern basis, which assumes that the Company will be able to
meet its obligations and continue its operations for its next
twelve months. Realization values may be substantially different
from carrying values as shown and these condensed financial
statements do not give effect to adjustments that would be
necessary to the carrying values and classification of assets and
liabilities should the Company be unable to continue as a going
concern. As at November 30, 2019, the Company had not yet recorded
any revenues, has a working capital deficit of $369,162, and has an
accumulated deficit of $565,857. These factors raise substantial
doubt about the Company’s ability to continue as a going
concern. Management has no formal plan in place to address this
concern but considers that the Company will be able to obtain
additional funds by equity financing and/or related party advances,
however there is no assurance of additional funding being
available. These condensed interim financial statements do not
include any adjustments to the recoverability and classification of
recorded asset amounts and classification of liabilities that might
be necessary should the Company be unable to continue as a going
concern.
2.
Summary
of Significant Accounting Policies
(a)
Basis of
Presentation
These
condensed interim financial statements and related notes are
presented in accordance with accounting principles generally
accepted in the United States (“US GAAP”) and are
expressed in US dollars. The Company’s fiscal year-end is May
31.
(b)
Use of
Estimates
The
preparation of these condensed interim financial statements in
conformity with US GAAP 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. The Company
regularly evaluates estimates and assumptions related to the
recoverability of advances for oil and gas properties, fair value
of stock-based compensation, and deferred income tax asset
valuation allowances. The Company bases its estimates and
assumptions on current facts, historical experience and various
other factors that it believes to be reasonable under the
circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities and
the accrual of costs and expenses that are not readily apparent
from other sources. The actual results experienced by the Company
may differ materially and adversely from the Company’s
estimates. To the extent there are material differences between the
estimates and the actual results, future results of operations will
be affected.
(c)
Condensed Interim
Financial Statements
These
condensed interim financial statements have been prepared on the
same basis as the annual financial statements and in the opinion of
management, reflect all adjustments, which include only normal
recurring adjustments, necessary to present fairly the
Company’s financial position, results of operations and cash
flows for the periods shown. The results of operations for such
periods are not necessarily indicative of the results expected for
a full year or for any future period.
F-6
NORTHWEST OIL & GAS TRADING COMPANY, INC.
Notes
to the condensed interim financial statements
For the
six months ended November 30, 2019 and 2018
(expressed
in US dollars)
(unaudited)
2.
Summary of Significant Accounting
Policies (continued)
(d)
Basic and Diluted
Net Loss per Share
The
Company computes net income (loss) per share in accordance with ASC
260, Earnings per Share.
ASC 260 requires presentation of both basic and diluted earnings
per share (“EPS”) on the face of the income statement.
Basic EPS is computed by dividing net income (loss) available to
common shareholders (numerator) by the weighted average number of
shares outstanding (denominator) during the period. Diluted EPS
gives effect to all dilutive potential common shares outstanding
during the period using the treasury stock method and convertible
preferred stock using the if-converted method. In computing diluted
EPS, the average stock price for the period is used in determining
the number of shares assumed to be purchased from the exercise of
stock options or warrants. Diluted EPS excludes all dilutive
potential shares if their effect is anti dilutive. As of November
30 and May 31, 2019, the Company had no potentially dilutive
shares.
(e)
Recent Accounting
Pronouncements
The
Company has implemented all new accounting pronouncements that are
in effect. These pronouncements did not have any material impact on
the financial statements unless otherwise disclosed, and the
Company does not believe that there are any other new accounting
pronouncements that have been issued that might have a material
impact on its financial position or results of
operations.
3.
Oil
and Gas Leases
|
November
30,
2019
$
|
May
31,
2019
$
|
|
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|
Hardcastle
|
43,987
|
43,987
|
Whittaker
|
215,048
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215,048
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Ennis
|
12,500
|
12,500
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Daviess
|
12,500
|
12,500
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Impairment
|
(284,035)
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(284,035)
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-
|
-
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Hardcastle
On
December 21, 2017, the Company acquired an 8% overriding royalty
interest, 100% working interest, and 60% net revenue interest in
wells located in Warren County, Kentucky from North West Oil and
Gas Trading Company Inc., a related party through
ownership.
Whittaker
On
April 24, 2018, the Company acquired a 7% overriding royalty
interest, 25% working interest, and 10% net revenue interest in
additional wells located in Warren County, Kentucky from North West
Oil and Gas Trading Company Inc., a related party through common
ownership.
Ennis
On
April 24, 2018, the Company acquired 51% net revenue interest at
71% working interest in four wells located in Warren County,
Kentucky from NEO Oil and Gas.
Daviess
On
June 16, 2018, the Company acquired a 51% net revenue interest and
71% working interest in two wells located in the county of Daviess,
Kentucky from Magna Bures Oil LLC
During
the year ended May 31, 2019, the Company recorded an impairment
loss of $284,035 as the Company was unable to provide an
independent reserve report to support the continued capitalization
of the properties. However, the Company continues to hold the
rights and ownership of the properties.
F-7
NORTHWEST OIL & GAS TRADING COMPANY, INC.
Notes
to the condensed interim financial statements
For the
six months ended November 30, 2019 and 2018
(expressed
in US dollars)
(unaudited)
4.
Advances
on Oil & Gas Properties
The
Company entered into a Purchase Agreement on October 9, 2019 with
Mystic Energy Services (USA) Inc. (“Mystic”) to
purchase 10 wells for $98,750. Once the Company fulfills the
payment, all drilling rights, equipment, and future production
becomes the property of the Company. The Company will acquire 84%
working interest in the 10 wells and a 62.64% net revenue interest.
The wells are located in state of Kentucky.
The
payment terms of the agreement are as follows:
9 days after
acceptance of agreement
|
$9,000
|
(paid)
|
November
2019
|
$20,000
|
(paid)
|
December
2019
|
$20,000
|
(paid – refer
to Note 9(d))
|
January
2020
|
$20,000
|
(paid – refer
to Note 9(d))
|
February
2020
|
$20,000
|
|
March
2020
|
$9,750
|
|
|
|
|
Total
|
$98,750
|
|
The
Company will not acquire any working interest on the property until
the full payment has been made, in accordance with the
agreement.
5.
Investment
in Oil Refinery Technology
The
Company invested in an advanced unique oil refinery technology for
a total aggregate of $45,000. The investment entitles the Company
to 25% of the future net earning which might be generated from the
distribution of this technology. As the investment is not the core
business of the Company and there is no reasonable certainty that
the investment will result in positive future net earnings, the
Company has expensed the amount as incurred.
6.
Related
Party Transactions
(a)
As
at November 30, 2019, the Company owed $23,703 (May 31, 2019 -
$30,500) to the President and Chief Executive Officer
(“CEO”) of the Company, which is non-interest bearing,
unsecured, and due on demand.
(b)
As
at November 30, 2019, the Company owed $275,732 (May 31, 2019 -
$277,262) to Northwest Oil & Gas Trading Company Inc.
(Delaware), a company that is controlled by the President and CEO
of the Company, which is non-interest bearing, unsecured, and due
on demand.
(c)
As
at November 30, 2019, the Company owed $7,225 (May 31, 2019 -
$7,225) to the former President and CEO of the Company, which is
non-interest bearing, unsecured, and due on demand.
(d)
As
at November 30, 2019, the Company owed $1,960 (May 31, 2019 -
$1,960) to the Director of the Company, which is non-interest
bearing, unsecured and due on demand.
(e)
As
at November 30, 2019, the Company owed $20,500 (May 31, 2019 -
$nil) to Northwest Oil & Gas Trading Ltd. (UK), a company
controlled by the President and CEO of the Company, which is
non-interest bearing, unsecured, and due on demand.
(f)
During
the six months ended November 30, 2019, the Company incurred
$20,074 (2019 - $nil) consulting fees to Northwest Smart Technology
AG, a company controlled by the President and CEO of the
Company.
F-8
NORTHWEST OIL & GAS TRADING COMPANY, INC.
Notes
to the condensed interim financial statements
For the
six months ended November 30, 2019 and 2018
(expressed
in US dollars)
(unaudited)
7.
Common
Stock
(a)
During
the six months ended November 30, 2019, the Company received
$188,295 pursuant to a private placement of shares of common stock
of $1.20 to $1.25 per share. The shares were issued subsequent to
November 30, 2019.
(b)
During
the six months ended November 30, 2019, the Company entered into IR
agreements to issue common shares with a fair value of $12,300. The
amounts were recorded as shares issuable at the fair value of the
common shares on the date that the shares became issuable. Refer to
Notes 8(a) and (b).
8.
Commitments
(a)
On July 15, 2019,
the Company entered into an IR agreement with a related company,
Northwest Smart Technology AG. The Company agreed to pay Northwest
Smart Technology AG 1,000 common shares per month, payable at the
end of each quarter, subject to approval at the annual general
Shareholder’s Meeting of the Company. The agreement provides
for travel expenses but no remuneration other than the 6.5%
commission on funds raised.
(b)
On July 22, 2019,
the Company entered into an IR agreement with SS Finansal, an
unrelated company. The Company agreed to pay 1,000 common shares
per month, payable at the end of each quarter, subject to approval
at the annual general Shareholder’s Meeting of the Company.
The agreement provides for travel expenses but no remuneration
other than the 6.5% commission on funds raised.
(c)
The Company entered
into an operations agreement with Mystic for a period of 6 months
for the operations of the wells located at Kentucky as disclosed in
Note 4. The agreement will automatically renew for a period of one
year if no notice is provided thirty days prior to the end of the
six-month period. The Company agreed to pay $2,500 per month for
each state where assets are to be overseen, an additional $1,000
per state shall be added for additional work in other states, a
pumping fee of $75 per well per month, and all out-of-pocket
expenses incurred by Mystic.
9.
Subsequent
Events
(a)
Subsequent to
November 30, 2019, the Company received share subscription proceeds
of $463,232 pursuant to a private placement of shares of common
stock to be issued at $1.20, and the shares have not been issued as
of the date of filing.
(b)
On
December 3, 2019, the Company issued 88,000 common shares at $1.25
per share for proceeds of $110,000 which was received prior to
November 30, 2019. Refer to Note 7(a).
(c)
On
December 3, 2019, the Company issued 65,245 common shares for
proceeds of $78,295 which was received prior to November 30, 2019.
Refer to Note 7(a).
(d)
Subsequent to
November 30, 2019, the Company paid Mystic $40,000 relating to the
purchase of the working interest in the Kentucky wells as disclosed
in Note 4.
(e)
Subsequent to
November 30, 2019, the Company received a loan of $82,500 from a
company controlled by the President and CEO of the Company,
which is non-interest bearing,
unsecured, and due on demand.
(f)
On
December 28, 2019, the Company entered into a joint venture
arrangement with Pegasus Oilfield Services LLC, a Wyoming company,
whereby both parties agreed to develop, explore, and exploit crude
oil and natural gas located in the state of Kansas. The joint
venture will concentrate mainly on the Cisco oil and gas field for
the exploration and extraction of helium. The joint venture will be
shared equally for all costs and profits.
F-9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition
and results of operations are based upon our consolidated financial
statements and the notes thereto included elsewhere in this
Quarterly Report on Form 10-Q, which have been prepared in
accordance with accounting principles generally accepted in the
United States. The preparation of such financial statements
requires us to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses. On
an ongoing basis, we evaluate these estimates, including those
related to useful lives of real estate assets, bad debts,
impairment, contingencies and litigation. We base our estimates on
historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of
which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other
sources. There can be no assurance that actual results will not
differ from those estimates. The analysis set forth below is
provided pursuant to applicable SEC regulations and is not intended
to serve as a basis for projections of future events. See
“Cautionary Statement Regarding Forward Looking
Statements” above.
Plan of Operations
Northwest
Oil & Gas Trading Company, Inc. (“NWOG”, the
“Company” “we” or “us”) is a
development stage company. We were incorporated under the laws of
the state of Nevada on April 7, 2017. We are in the business of oil
exploration. On December 21, 2017, we formalized an agreement
whereby we were assigned partial interest in two (2) operating oil
and gas leases in Warren County, Kentucky. Two additional leases
were assigned to us on April 24, 2018. Our fiscal year end is May
31. The leases cover the following nine (9) wells:
●
|
Hardcastle 1 Well
|
7%
Overriding Royalty Interest
25%
Working Interest
10% Net
Revenue Interest
●
|
Whittaker 1 and 2 wells
|
5%
Overriding Royalty Interest
100%
Working Interest
60% Net
Revenue Interest
●
|
Daviess Wells 1 and 2
|
71%
Working Interest
51% Net
Revenue Interest
●
|
Ennis 4 wells
|
71%
Working Interest
51% Net
Revenue Interest
This
wells are operated by Mystic Energy Services LLC.
Our
plan is to develop the above mentioned oil wells within the next
twelve (12) months and to increase the oil production by
enhancement procedures. Further to start a drilling program to
drill ten (10) new wells within the coming twenty-four
months.
3
The
following chart provides an overview of our budgeted expenditures
by significant area of activity over the next twelve (12) months as
well over the next twenty-four (24) months, assuming we are able to
attract sufficient debt or equity financing. We anticipate that we
shall need to raise an additional $550,500 in debt or equity
financing in the next twelve (12) months to meet our objectives and
execute our business plan. There can be no assurance that we will
be able to attract financing and we may be required to scale back
operations accordingly.
|
Month
1-3
|
Month
4-6
|
Month
7-9
|
Month
10-12
|
Total
|
|
|
|
|
|
|
Expenditures
|
|
|
|
|
|
Payroll
|
$0
|
$3,000
|
$6,000
|
$6,000
|
$15,000
|
Travel
|
$2,500
|
$5,000
|
$2,500
|
$2,500
|
$12,500
|
Accounting
|
$3,000
|
$3,000
|
$3,000
|
$3,000
|
$12,000
|
Legal
|
$8,000
|
$4,000
|
$2,000
|
$2,000
|
$16,000
|
Auditing
|
$3,000
|
$3,000
|
$3,000
|
$3,000
|
$12,000
|
Oil
Field
|
|
|
|
|
|
Operator
|
$1,500
|
$1,500
|
$1,500
|
$1,500
|
$6,000
|
Maintenance
|
$3,000
|
$3,000
|
$3,000
|
$3,000
|
$12,000
|
Work
over
|
$10,000
|
$10,000
|
$0
|
$0
|
$20,000
|
New
drilling
|
$0
|
$0
|
$200,000
|
$200,000
|
$400,000
|
Marketing
|
|
|
|
|
|
Promotion
|
$9,000
|
$6,000
|
$3,000
|
$3,000
|
$21,000
|
Investor
Relations
|
$6,000
|
$6,000
|
$6,000
|
$6,000
|
$24,000
|
|
|
|
|
|
|
Sum
|
$46,000
|
$44,500
|
$230,000
|
$230,000
|
$550,500
|
|
|
|
|
|
|
Earnings
|
|
|
|
|
|
Sale of
oil
|
|
|
|
|
|
Hardcastle
|
$0
|
$1,500
|
$1,500
|
$1,500
|
$4,500
|
Whittaker
|
$1,800
|
$5,400
|
$10,000
|
$12,500
|
$29,700
|
Daviess
|
$1,500
|
$4,500
|
$9,000
|
$9,000
|
$24,000
|
Ennies
|
$4,500
|
$16,800
|
$16,800
|
$16,800
|
$54,900
|
New well
1
|
|
|
$12,000
|
$18,000
|
$30,000
|
New well
2
|
|
|
$12,000
|
$18,000
|
$30,000
|
New well
3
|
|
|
|
$12,000
|
$12,000
|
New well
4
|
|
|
|
$12,000
|
$12,000
|
New well
5
|
|
|
|
|
|
New well
6
|
|
|
|
|
|
New well
7
|
|
|
|
|
|
New well
8
|
|
|
|
|
|
New well
9
|
|
|
|
|
|
New well
10
|
|
|
|
|
|
|
|
|
|
|
|
Sum
|
$7,800
|
$28,200
|
$61,300
|
$99,800
|
$143,100
|
4
|
Month
13-15
|
Month
16-18
|
Month
19-21
|
Month
22-24
|
Total
|
|
|
|
|
|
|
Expenditures
|
|
|
|
|
|
Payroll
|
$6,000
|
$6,000
|
$9,000
|
$9,000
|
$30,000
|
Travel
|
$2,500
|
$2,500
|
$2,500
|
$2,500
|
$10,000
|
Accounting
|
$3,000
|
$3,000
|
$3,000
|
$3,000
|
$12,000
|
Legal
|
$2,000
|
$2,000
|
$2,000
|
$2,000
|
$8,000
|
Auditing
|
$3,000
|
$3,000
|
$3,000
|
$3,000
|
$12,000
|
Oil
Field
|
|
|
|
|
|
Operator
|
$1,500
|
$1,500
|
$1,500
|
$1,500
|
$6,000
|
Maintenance
|
$3,000
|
$3,000
|
$3,000
|
$3,000
|
$12,000
|
Work
over
|
$10,000
|
$0
|
$0
|
$0
|
$10,000
|
New
drilling
|
$225,000
|
$225,000
|
$0
|
$0
|
$450,000
|
Marketing
|
|
|
|
|
|
Promotion
|
$3,000
|
$3,000
|
$3,000
|
$3,000
|
$12,000
|
Investor
Relations
|
$6,000
|
$6,000
|
$6,000
|
$6,000
|
$24,000
|
|
|
|
|
|
|
Sum
|
$265,000
|
$255,000
|
$33,000
|
$33,000
|
$586,000
|
|
|
|
|
|
|
Earnings
|
|
|
|
|
|
Sale of
oil
|
|
|
|
|
|
Hardcastle
|
$1,500
|
$1,500
|
$1,500
|
$1,500
|
$6,000
|
Whittaker
|
$12,500
|
$12,500
|
$12,500
|
$12,500
|
$50,000,00
|
Daviess
|
$9,000
|
$9,000
|
$9,000
|
$9,000
|
$36,000
|
Ennies
|
$16,800
|
$16,800
|
$16,800
|
$16,800
|
$67,200
|
New well
1
|
$18,000
|
$18,000
|
$18,000
|
$18,000
|
$72,000,00
|
New well
2
|
$18,000
|
$18,000
|
$18,000
|
$18,000
|
$72,000
|
New well
3
|
$18,000
|
$18,000
|
$18,000
|
$18,000
|
$72,000
|
New well
4
|
$18,000
|
$18,000
|
$18,000
|
$18,000
|
$72,000
|
New well
5
|
$12,000
|
$18,000
|
$18,000
|
$18,000
|
$66,000
|
New well
6
|
$12,000
|
$18,000
|
$18,000
|
$18,000
|
$66,000
|
New well
7
|
$12,000
|
$18,000
|
$18.000
|
$18,000
|
$66,000
|
New well
8
|
|
$12,000
|
$18,000
|
$18,000
|
$48,000
|
New well
9
|
|
$12,000
|
$18,000
|
$18,000
|
$48,000
|
New well
10
|
|
$12,000
|
$18,000
|
$18,000
|
$48,000
|
|
|
|
|
|
|
Sum
|
$147,800
|
$201,800
|
$219,800
|
$219,800
|
$789,200
|
During
the three months periode ending November 30, 2019 the Company
signed an operating agreement with Mystic Energy Services LLC.
Mystic Energy Services LLC is now our contractor for the operation
services of all Kentucky Wells as well for some future United
States developments. Each of their supervisors have over 20-year
experience in the oil and gas industry.
We also
signed a „Sale and Purchase Agreement“ about the
purchase of 10 wells in Kentucky for the complete sum of $98,750
payable in tranches until March 2020. The Company is buying 10
wells in total – 7 of the wells are currently producing crude
oil, 2 must be plugged, however all drilling rights in the leases,
equipment, and future production becomes the property of the
Company once this agreement is fulfilled. An 84% (Eighty four
percent) working interest and a 62.63% (Sixty-two-point six three
percent) Net Revenue Interest will be assigned to NWO upon
completion of this agreement.
This
purchase was selected because it allows a company increase in both
profits and assets at a low cost but with a high ownership
percentage. The wells are in the same general area of Kentucky
where NWOG currently has assets. These wells are already generating
a profit of about $26,750 per year as is. This will automatically
provide a return on investment money of about 27% per year. Two of
the wells involved have no revenue value but were included in the
deal for the equipment it will provide for other NWOG assets in
need of maintenance, specifically the Ennis location. The tank will
be removed and placed on the Ennis. The equipment savings alone
that we will use on other NWOG assets will have us $20,300
dollars.
5
If work
is performed on all the wells, which will include a swab, diesel
wash, repairs of downhole equipment (if needed) then the production
of these wells should increase to over 1,000 barrels of oil per
year (or more). For each well an additional $4,000 per well should
be considered to bring production to its highest point, however,
not every well will need be done and not every well will have an
additional $4,000 maintenance cost. That will be determined later
and as funds become available for these re-works. The work
suggested will be, per well, 10 hours of rig time, parts, chemical,
swabs, dozer time, and crew. From the information already provided
to NWOG, the records indicate some of the wells produced over 10
barrels of oil per day when initial production began, third party
(Black Gold Oil) has verified the information provided as
accurate.
Liquidity and Results of Operations
Total
operating expenses was $145,774 for the three months period ended
November 30, 2019, as compared to $4,829 for the three months ended
November 30, 2018 and $217,851 for the six months period ended
November 30, 2019, as compared to $13,004 for the six months ended
November 30, 2018. The Company was inactive in the comparative
period of the year 2018.
The
increase is mainly attributable to professional fees incurred in
this period because of the preparatory work in view of the listing
of the shares, as well transfer agent and filing fees and cost
related to an investment in an advanced oil
technology.
Liquidity
and Capital Resources
The Company’s principal sources and uses of funds are
investments from accredited investors or from financing from
management and officers. During the six months ended November 30,
2019 net cash provided by financing activities increased from
$5,375 (November 30, 2018) to $200,468 (November 30, 2019) mainly
based on share subscriptions received in the amount of
$188,295.
The Company would need to raise additional capital in order to meet
its business plan. Management intends to secure additional funds
using borrowing or the further sale of securities to accredited
investors in the future. There is no assurance that we may secure
funding, or whether it can do so on terms acceptable to us, or at
all, and its liquidity would be severely compromised.
The Company entered into an operations agreement with Mystic Energy
Services (USA) (“Mystic”) for a period of 6 months for
the operations of the wells located at Kentucky. The Company agreed
to pay $2,500 per month, a pumping fee of $75 per well per month
and all out-of-pocket expenses incurred by Mystic.
Further the Company entered into a Purchase Agreement on October 9,
2019 with Mystic to purchase 10 wells for $98,750. Once the Company
fulfills the payment, all drilling rights, equipment, and future
production becomes the property of the Company. The Company will
acquire 84% working interest in the 10 wells and a 62.64% net
revenue interest. During the three months period ended November 30,
2019 the company paid $29,000. This lead to an increase of total
assets from $1,020 at May 31, 2019 to $31,753 at November 31, 2019.
A further amount of $40,000 was paid subsequent to November. The
Company will not acquire any working interest on the property until
the full payment has been made, in accordance with the
agreement.
During the six months period ending November 30, 2019 total current
liabilities increased from $323,926 at May 31, 2019 to $371,915 at
November 31, 2019 mainly caused by an increase of the accounts
payable and accrued liabilities from $6,979 at May 31, 2019 to
$42,795 at November 31, 2019.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern which
contemplates, amongst other things, the realization of assets and
satisfaction of liabilities in the course of business.
We anticipate that our future liquidity requirements will arise
from the need to fund our growth, pay our current obligations and
future capital expenditures. The primary sources of funding for
such requirements are expected to be cash generated from operations
and raising additional funds from private sources and/or debt
financing.
Going Concern Consideration
Our independent auditors included an explanatory paragraph in their
report on the accompanying financial statements expressing concerns
about our ability to continue as a going concern. Our financial
statements contain additional note disclosures describing the
circumstances that lead to this disclosure by our independent
auditors.
6
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Critical Accounting Policies
The preparation of our financial statements requires us to make
estimates and assumptions that affect the reported amounts of
assets, liabilities, revenues, and expenses and related disclosures
about contingent assets and liabilities. We base these estimates
and assumptions on historical experience and on various other
information and assumptions that are believed to be reasonable
under the circumstance. Estimates and assumptions about future
events and their effects cannot be perceived with certainty and,
accordingly, these estimates may change as additional information
is obtained, as more experience is acquired, as our operating
environment changes and as new events occur. Our critical
accounting policies are listed in the notes to our audited
financial statements included on Form 10-K.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
As a “smaller reporting company”, we are not required
to provide the information required by this Item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluations of Disclosure Controls and Procedures
Our
management is responsible for establishing and maintaining adequate
internal control over financial reporting, as defined in Rule
13a-15(f) under the Exchange Act, to provide reasonable assurance
regarding the reliability of our financial reporting and the
preparation of financial statements for external purposes in
accordance with GAAP.
Due to
its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the
risk that controls may become inadequate due to changes in
conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
Under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer,
we evaluated the effectiveness of our internal control over
financial reporting using the criteria set forth by the Committee
of Sponsoring Organizations of the Treadway Commission
in Internal
Control—Integrated Framework (2013). Based on such evaluation, our management
concluded that our internal control over financial reporting were
ineffective as of November 30, 2019 due to the lack of an
established Audit Committee to provide oversight of
management.
Changes in Internal Control over Financial Reporting
There
were no changes in our internal control over financial reporting
identified by management’s evaluation pursuant to Rules
13a-15(d) or 15d-15(d) of the Exchange Act during the most recent
fiscal quarter that materially affected, or are reasonably likely
to materially affect, our internal control over financial
reporting.
Limitations on Effectiveness of Controls and
Procedures
Our
management, including our Chief Executive Officer and Chief
Financial Officer, does not expect that our disclosure controls and
procedures or our internal controls over financial reporting will
prevent all error and all fraud. A control system, no matter how
well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are
met. Further, the design of a control system must reflect the fact
that there are resource constraints, and the benefits of controls
must be considered relative to their costs. Because of the inherent
limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues, misstatements,
errors, and instances of fraud, if any, within our company have
been or will be prevented or detected. These inherent limitations
include the realities that judgments in decision-making can be
faulty and that breakdowns can occur because of simple error or
mistake. Controls also can be circumvented by the individual acts
of some persons, by collusion of two or more people, or by
management override of the controls. The design of any system of
controls is based in part on certain assumptions about the
likelihood of future events, and there can be no assurance that any
design will succeed in achieving its stated goals under all
potential future conditions. Projections of any evaluation of
controls effectiveness to future periods are subject to risks. Over
time, internal controls may become inadequate as a result of
changes in conditions, or through the deterioration of the degree
of compliance with policies or procedures.
7
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company has no knowledge of existing or pending legal
proceedings against the Company, nor is the Company involved as a
plaintiff in any proceeding or pending litigation. There are no
proceedings in which any of the Company’s directors, officers
or any of their respective affiliates, or any beneficial
stockholder, is an adverse party or has a material interest adverse
to our interest.
ITEM 1A. RISK FACTORS
As a “smaller reporting company”, we are not required
to provide the information required by this Item.
ITEM 2. RECENT SALES OF UNREGISTERED
SECURITIES
We
issued a total of 410,000 shares to 41 separate accredited foreign
shareholders on March 31, 2018, pursuant to a private placement of
our common stock exempt from registration under Regulation S of the
Securities Act of 1933, for total proceeds of approximately $4,100.
We issued an additional 21,000,000 shares to three founding
shareholders for services rendered in connection with the formation
and organization of the Company issued pursuant to a private
placement of our common stock exempt from registration under
Regulation S of the Securities Act of 1933 for a total value of
approximately $21,000.
During
the three months ended August 31, 2019, the Company received
$80,295 pursuant to a private placement of shares of common stock
at $1.20 to $1.25 per share. During the three months ended November
30, 2019, the Company received $108,000 pursuant to a private
placement of shares of common stock at $1.20 to $1.25 per share.
These shares were issued to only accredited investors pursuant to
exemptions from registration set forth in Regulation D and
Regulation S of the Securities Act of 1933.
ITEM 3. DEFAULTS UPON SENIOR
SECURITIES
Not applicable
ITEM 4. OTHER INFORMATION
None
ITEM 5. EXHIBITS
INDEX TO EXHIBITS
Exhibit
|
|
Description
|
8
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
NORTHWEST OIL & GAS TRADING COMPANY, INC.
(Registrant)
Signature
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Title
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Date
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/s/
Joachim Haas
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Joachim
Haas
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Chief
Executive Officer
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January
28, 2020
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Principal
Executive Officer
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/s/
Thomas Hoeder
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Thomas
Hoeder
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Chief
Financial Officer
Principal
Financial Officer
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January
28, 2020
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