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 DECEMBER 31, 2005

                                       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)

        1 Place Ville Marie, Suite 2821, Montreal, Quebec, Canada H3B 4R4
       ------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code: 514-448-6710
                                                            ------------

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 February 1, 2006.

Indicate by check mark whether the registrant is a shell company (as defined in
rule 12b-2 of the Exchange Act). Yes |_| No |X|

<PAGE>

BIO TRACKING SECURITY, INC.

<TABLE>
<CAPTION>

                                                     Table of Contents

         Description                                                                                          Page
-------------------------------------------------------------------------------------------------------------------
<S>                                                                                                           <C>
PART I.  FINANCIAL INFORMATION
------------------------------

   Item 1.  Financial Statements (unaudited)

           Consolidated interim balance sheets at December 31, 2005 (unaudited)................................F-1

           Consolidated interim statements of operations and comprehensive income (loss) for the six months
                  ended December 31, 2005 and 2004 and from inception to December 31, 2005 (unaudited).........F-2

           Consolidated interim statements of stockholders deficiency from inception to
           December 31, 2005  (unaudited)......................................................................F-3

           Consolidated interim statements of cash flows for the six months
                  ended December 31, 2005 and 2004 and from inception to December 31, 2005 (unaudited).........F-4

           Notes to consolidated condensed financial statements for the six months
                  ended December 31, 2005 (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

</TABLE>

<PAGE>

--------------------------------------------------------------------------------

                         Nord Oil Product and subsidiary

                       CONSOLIDATED INTERIM BALANCE SHEET
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                              DECEMBER 31, 2005   DECEMBER 31, 2004
----------------------------------------------------------------------------------------------------
                                                                    U.S.$                  U.S.$
----------------------------------------------------------------------------------------------------

                                     ASSETS
<S>                                                             <C>                    <C>
CURRENT ASSETS
Cash and Cash Equivalents                                            34 888               107 048
Receivables                                                         113 553               144 223
Inventory                                                           363 282               323 955
----------------------------------------------------------------------------------------------------

Total Current Assets                                                511 723               575 226
Fixed Assets                                                      5 007 238             1 744 989
Goodwill                                                          4 762 020             4 762 020
----------------------------------------------------------------------------------------------------

TOTAL ASSETS                                                     10 280 981             7 082 235
====================================================================================================

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts Payable                                                  4 114 897             1 952 473
Due to Officers and Employees                                        33 465                42 530
----------------------------------------------------------------------------------------------------

TOTAL CURRENT LIABILITIES                                         4 148 362             1 995 003
----------------------------------------------------------------------------------------------------

STOCKHOLDERS' EQUITY:
Common stock, $.001 par value; authorized 500,000,000 shares;30,000,000 preferred issued
and outstanding 214,913,401 shares                                  214 913               337 866
Paid-in capital                                                   6 816 228             6 816 228
Retained Earnings/Loss                                           (1 766 878)           (2 087 206)
----------------------------------------------------------------------------------------------------

Total Stockholders Equity                                         5 264 263             5 066 888
----------------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        9 412 625             7 061 891
====================================================================================================
</TABLE>


<PAGE>


                   Nord Oil International Inc. and subsidiary

  CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                              FOR THE PERIOD            FOR THE PERIOD
                                              OCTOBER 1, 2005          OCTOBER 1, 2004
                                             DECEMBER 31, 2005         DECEMBER 31, 2004
                                             -----------------         -----------------
                                                   U.S.$                      U.S.$

<S>                                          <C>                       <C>
SALES:
Income                                              5 807 024                438 118
Expenses                                            3 445 121                289 839
Selling, general and administrative                    79 494                 60 194
Amortization/Depreciation                           1 957 930                 10 002

                                                      -------               --------
Earnings before Provision for Income Taxes            324 479                 78 083
                                                      -------               --------

Total other Income/Expenses Net                            --                     --
Earnings before Interest and Taxes                    324 479                  9 812
Income Tax Expense                                     75 410                  2 354
                                                      -------               --------

Net Income/Loss Per Common Share                        0.001                  (0.00)
Net Income Applicable to Common Share                 249 069                  7 458
===========================================================================================
</TABLE>

<PAGE>

                   Nord Oil International Inc. and subsidiary

                  CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                FOR THE PERIOD      FOR THE PERIOD
                                                OCTOBER 1, 2005-    OCTOBER 1, 2004-
                                                DECEMBER 30, 2005   DECEMBER 30, 2004
                                                -----------------   -----------------
                                                      U.S.$             U.S.$
<S>                                             <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Profit                                            249 069            7 458
Depreciation and amortization                       1 957 930           10 002
(Increase) decrease in:                                    --               --
Changes in Receivables                               (122 416)          (7 603)
Changes in Liabilities                                 12 332           (9 156)
Changes in other Operating                                 --               --
Activities                                         (1 228 222)          12 992
Amounts due officers and Employees                         --            8 207
Loss on disposal of assets                                 --               --
-------------------------------------------------------------------------------------

NET CASH AND CASH EQUIVALENTS PROVIDED BY
(USED IN) OPERATING ACTIVITIES                        868 693           21 900
-------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Goodwill                                       --               --
Purchase of Capital Assets                            843 883          (233 009)
-------------------------------------------------------------------------------------
NET CASH USED FOR INVESTING ACTIVITIES                     --          (233 009)
-------------------------------------------------------------------------------------

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
Increase in paid-in capital                                --               --
-------------------------------------------------------------------------------------

NET CASH FROM FINANCING ACTIVITIES                         --          177 331
-------------------------------------------------------------------------------------

Net (Decrease) Increase in Cash                        24 810          (33,778)
Cash- Beginning of Period                              10 078          140 826
-------------------------------------------------------------------------------------
Cash - End of Period                                   34 888          107 048
-------------------------------------------------------------------------------------
</TABLE>


                                       F-3

<PAGE>

               INTERIM NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                            AS AT SEPTEMBER 30, 2005


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.

   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.

                                       F-4

<PAGE>

      h) FAIR VALUE DISCLOSURE AT DECEMBER 31, 2005
         -------------------------------------------

         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

      j) EFFECT OF NEW ACCOUNTING STANDARDS - Cont'd
         ---------------------------------

         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.

                                       F-5
<PAGE>

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.

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.

                                       F-6
<PAGE>

      CHANGES IN SHARE CAPITAL
      ------------------------

At the time of this filing there are an estimated 214,913,920 shares outstanding
post the reverse stock split of 1 for 12 and the issuance of 180,000,000 shares
for the acquisition of Nord Oil (Russia).


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.

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.

<PAGE>

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.

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
kilometers. It bor-ders 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.

<PAGE>

CAPITAL NEEDS
-------------

We do not anticipates 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.


<TABLE>
<CAPTION>
FOR THE PERIOD
                                             OCTOBER 1, 2005-          OCTOBER 1, 2004-
                                             DECEMBER 31, 2005         DECEMBER 31, 2004
                                             -----------------         -----------------
                                                   U.S.$                      U.S.$
<S>                                          <C>                       <C>
SALES:
Income                                              5 807 024                438 118
Expenses                                            3 445 121                289 839
Selling, general and administrative                    79 494                 60 194
Amortization/Depreciation                           1 957 930                 10 002

                                                      -------               --------
Earnings before Provision for Income Taxes            324 479                 78 083
                                                      -------               --------

Total other Income/Expenses Net                            --                     --
Earnings before Interest and Taxes                    324 479                  9 812
Income Tax Expense                                     75 410                  2 354
                                                      -------               --------

Net Income/Loss Per Common Share                        0.001                  (0.00)
Net Income Applicable to Common Share                 249 069                   7 458
</TABLE>

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.

                                        2

<PAGE>

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 December 31, 2005.


                                        3

<PAGE>

                           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

      None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

      None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      None

ITEM 5. OTHER INFORMATION

      As of October 23, 2005, we revised our Articles to memorialize changing
our name to Nord Oil International, Inc.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

      A. EXHIBITS

      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.


                                        4

<PAGE>

                                   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: February 1, 2006.                 By: /s/ Viatcheslav Makarov
                                             -------------------------------
                                         Name:   Viatcheslav Makarov
                                         Title:  Chief Executive Officer
                                                 (Principal Executive Officer)

Dated: February 1, 2006.                 By: /s/ Viatcheslav Makarov
                                             -------------------------------
                                         Name:   Viatcheslav Makarov
                                         Title:  Chief Accounting Officer
                                                 (Principal Accounting Officer)