UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of
report (Date of earliest event reported)
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May 13,
2020
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NOWEA ENERGY, INC.
(Formerly
Northwest Oil & Gas Trading Company, Inc.)
(Exact
Name of Registrant as Specified in Charter)
Nevada
(State or Other Jurisdiction of
Incorporation)
333-229036
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82-3552932
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(Commission
File Number)
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(IRS
Employer Identification No.)
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4650
Wedekind Road
Suite
#2
Sparks,
NV
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89431
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(775)
882-7549
(Registrant’s telephone number,
including area code)
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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1
Item 8.01
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Other Events.
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NOWEA
Energy, Inc. (the “Company”) is filing this Current
Report on Form 8-K in compliance with and in reliance upon the SEC
Order issued pursuant to Section 36 of the Securities Exchange Act
of 1934, as amended, granting Exemptions from Specified Provisions
of the Exchange Act and Certain Rules thereunder (SEC Release No.
34-88465 on March 25, 2020) (the “Relief Order”). Set
forth below are the reasons for the delays in the completion of the
Quarterly Report on Form 10-Q for the period ended February 29 2020
(the “Quarterly Report”), and estimated filing dates of
the Quarterly Report.
On April 16, 2020,The Company previously announced
through a report on Form 8-K that it expected to file its Quarterly
Report by May 14, 2020, within the extension period afforded by the
Relief Order. As a result of the increasing challenges associated
with the COVID-19 outbreak, the Company does not expect to file the
Quarterly Report until after May 14, 2020. The Company is filing
this Current Report on Form 8-K today to outline its reliance on
the relief from the original filing deadline provided by the SEC,
and the Quarterly Report filing extension permitted thereunder to
July 1, 2020. The extension of time is necessary due to
unanticipated delays being experienced by the Company and its newly
retained auditors in completing the review of the Company’s
financial statements and the Company’s completing its
Quarterly Report. Particularly, given that the auditor personnel
has been unable to perform the work necessary to complete the
review due to restrictions imposed upon auditor personnel related
to the COVID-19 outbreak. Considering the lack of time for the
compilation and review of the information required to be presented
and the importance of markets and investors receiving materially
accurate information in the Quarterly Report, as of the date of
this filing, the Company expects to file the Quarterly Report no
later than July 1, 2020.
SIGNATURES
Pursuant to the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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NOWEA ENERGY, INC.
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Date:
May 13, 2020
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By:
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/s/ Joacham Haas
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Joacham
Haas
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Chief
Executive Officer
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2