UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB


|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
               For the quarterly period ended September 30, 2005


|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
             For the transition period from _________to___________
                       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 214,913,920 shares of common stock,
$0.001 par value, as of November 28, 2005.


<PAGE>

                           NORD OIL INTERNATIONAL INC.

                                Table of Contents
                                -----------------

Description                                                                 Page
--------------------------------------------------------------------------------


PART I.  FINANCIAL INFORMATION
-------  ---------------------

  Item 1.  Financial Statements (unaudited)

           Consolidated interim balance sheets ) for the three months
                  ended September 30, 2005 and 2004 (unaudited)..............F-1

           Consolidated interim statements of operations and
                  comprehensive income (loss) for the three months
                  ended September 30, 2005 and 2004 and from inception
                  to September 30, 2005 (unaudited)..........................F-2

           Consolidated interim statements of cash flows for the
                  three months ended September 30, 2005 and 2004 and
                  from inception to September 30, 2005 (unaudited)...........F-3

           Notes to consolidated condensed financial statements
                  for the three months ended September 30, 2005
                  and 2004 (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............................................................11

  SIGNATURES..................................................................13


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


<PAGE>

                         Nord Oil Product and subsidiary
                          (A DEVELOPMENT STAGE COMPANY)

                       CONSOLIDATED INTERIM BALANCE SHEET
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                              SEPTEMBER 30, 2005   SEPTEMBER 30, 2004
----------------------------------------------------------------------------------------------------
                                                                    U.S.$                  U.S.$
----------------------------------------------------------------------------------------------------

                                     ASSETS
<S>                                                               <C>                   <C>

CURRENT ASSETS
Cash and Cash Equivalents                                            10 078                70 413
Receivables                                                         199 515               580 152
Inventory                                                           315 274
----------------------------------------------------------------------------------------------------

Total Current Assets                                                524 867               650 565
Fixed Assets                                                     10 001 994             4,948,303
Goodwill                                                          4 762 020             4,762,020
----------------------------------------------------------------------------------------------------

TOTAL ASSETS                                                     15 288 881            10 360 888
====================================================================================================

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts Payable                                                  6 185 141             4,728,618
Due to Officers and Employees                                     3 716 524               509,987
----------------------------------------------------------------------------------------------------

TOTAL CURRENT LIABILITIES                                         9 901 665             5,238,605
----------------------------------------------------------------------------------------------------

STOCKHOLDERS' EQUITY:
Common stock, $.001 par value; authorized 500,000,000 shares;30,000,000 preferred issued
and outstanding 337,865,401 shares                                  337 866               337 866
Paid-in capital                                                   6 816 228             6,816,228
Retained Earnings/Loss                                           (1 766 878)           (2,087,206)
----------------------------------------------------------------------------------------------------

Total Stockholders Equity                                         5 387 216             5,066,888
----------------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                       15 288 881            10,305,493
====================================================================================================
</TABLE>


                                      F-1
<PAGE>

                   Nord Oil International Inc. and subsidiary
                          (A DEVELOPMENT STAGE COMPANY)

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

<TABLE>
<CAPTION>
                                             FOR THE PERIOD            FOR THE PERIOD        FOR THE PERIOD
                                             JULY 1, 2005              JULY 1, 2004          OCT. 19, 2000
                                             SEPTEMBER 30, 2005        SEPTEMBER 30, 2004    SEPTEMBER 30, 2005
                                             -----------------         -----------------     -----------------
                                                   U.S.$                      U.S.$                 U.S.$
<S>                                          <C>                             <C>                  <C>

SALES:
Income                                              4 839 187                297 519               6 017 986
Expenses                                            2 477 284                225 063               2,884,066
Selling, general and administrative                   364 574                118 845               2,368,658
Amortization/Depreciation                           1 580 683                205 679               2 227 717

                                                      -------               --------              ----------
Loss before Provision for Income Taxes                416 646               (252 268)             (1 766 878)
                                                      -------               --------              ----------

Total other Income/Expenses Net                            --                     --                      --
Earnings before Interest and Taxes                    416 646                     --                      --
Income Tax Expense                                    132 390               (252 268)             (1 766 878)
                                                      -------               --------              ----------

Net Income/Loss Per Common Share                      320 327                  (0.00)                  (0.01)
Net Income Applicable to Common Share                 320 327                     --                      --
============================================================================================================
</TABLE>

                                      F-2
<PAGE>

                   Nord Oil International Inc. and subsidiary
                          (A DEVELOPMENT STAGE COMPANY)

                  CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                FOR THE PERIOD      FOR THE PERIOD      FOR THE PERIOD
                                                JULY 1, 2005        JULY 1, 2004        OCT. 19, 2000
                                                SEPTEMBER 30, 2005  SEPTEMBER 30, 2004  SEPTEMBER 30, 2005
                                                -----------------   -----------------   -----------------
                                                      U.S.$             U.S.$                 U.S.$

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                   <C>              <C>                  <C>
Net Loss                                              320 327         (252 068)             (1 766 878)
Depreciation and amortization                         580 683            1 155               1 503 482
(Increase) decrease in:                                    --               --                      --
Changes in Receivables                               (455 829)              --              (1 243 521)
Changes in Liabilities                                (28 776)              --                      --
Changes in other Operating                           (107 820)              --                      --
Activities                                                              30 000                (285 000)
Amounts due officers and Employees                         --           13 535                (161 646
Loss on disposal of assets                                 --               --                 121 563
------------------------------------------------------------------------------------------------------

NET CASH AND CASH EQUIVALENTS PROVIDED BY
(USED IN) OPERATING ACTIVITIES                        308 585         (207 378)             (1 832 000)
------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Goodwill                                       --               --              (4 762 020)
Purchase of Capital Assets                           (368 920)              --                (579 990)
------------------------------------------------------------------------------------------------------
NET CASH USED FOR INVESTING ACTIVITIES               (368 920)              --              (5 342 010)
------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Write-off deficit to Paid-in-Capital                       --               --                 139 877
Write-off comprehensive income to Paid Capital             --               --                  10 807
Write-off stock subscription receivable                    --               --                 196 349
Increase in capital stock                                  --          181 927                 221 963
Increase in paid-in capital                                --               --               6 615 092
------------------------------------------------------------------------------------------------------

NET CASH FROM FINANCING ACTIVITIES                         --          181,927               7,184,088
------------------------------------------------------------------------------------------------------

Net (Decrease) Increase in Cash                       (60 335)         (25,451)                 10 078
Cash- Beginning of Period                              70 413          166 277                      --
------------------------------------------------------------------------------------------------------
Cash - End of Period                                   10 078          140 826                  10 078
------------------------------------------------------------------------------------------------------
</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 to be a development stage company as of
            September 30, 2005 since planned principal operations have not yet
            commenced.

      b)    PRINCIPLES OF CONSOLIDATION
            ---------------------------

            The accompanying consolidated financial statements include the
            accounts of the Company from October 19, 2000 and its wholly-owned
            subsidiary, CXN from October 19, 2000 herein after referred to
            together as the ("Companies") after elimination of any significant
            intercompany transaction and accounts.

      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 SEPTEMBER 30, 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. The Company has not established revenues sufficient to cover
      its operating costs and allow it to continue as a going concern. Until
      such time the company is raising investments capital to cover its ongoing
      operating costs.

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).


                                      F-7
<PAGE>

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) lack or resources to maintain the company's good
standing status and requisite filings with the Securities and Exchange
Commission; (iii) history of operating losses and accumulated deficit; (iv)
possible need for additional financing; and (v) 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.

The Bio Tracking Security's proprietary technology precisely determines if a
person is an authorized user of a vehicle or any other piece of equipment
protected by Bio-Tracking. Our proprietary Biometric Fingerprint ID is a
technology unmatched and amazingly reliable.

The Company has a new product and service offering in the field of vehicle
security, which, once installed, becomes a platform for new in-vehicle
information, communication and entertainment products. In addition to effective
theft prevention, this platform demonstrates measurable value for the vehicle
owner, driver, dealership, manufacturer, insurance company and law enforcement
agency. The device when combined with a programmable computer and a biometric
identification system, wireless interconnection methods and inertial tracking
technology, provides such features as driver privilege control, remote shutdown
and unlock, and tracking under the most extreme circumstances. The antitheft
system, which has already been prototyped and field tested, far exceeds the
industry's current standard features, effectiveness, and overall value. The next
generation system can offer two-way messaging and remote diagnostics.

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.


                                        1
<PAGE>

CAPITAL NEEDS

We anticipates that we will be required to raise additional funds to provide for
the current plan of growth and existing operations through June 30, 2005. The
principal source of capital has been equity financing from investors and
founders. Meeting the future financing requirements is dependent on access to
equity capital markets. We may not be able to raise additional equity when
required or may have to borrow on terms that may be dilutive to existing
shareholders.

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      FOR THE PERIOD      FOR THE PERIOD
                                                JULY 1, 2005        JULY 1, 2004        OCT. 19, 2000
                                                SEPTEMBER 30, 2005  SEPTEMBER 30, 2004  SEPTEMBER 30, 2005
                                                -----------------   -----------------   -----------------
                                                      U.S.$             U.S.$                 U.S.$
<S>                                              <C>                  <C>                 <C>

SALES:
Income                                           4 839 187             297 519            6 017 986
Expenses                                         2 477 284             225 063            2,884,066
Selling, general and administrative                364 574             118 845            2,368,658
Amortization/Depreciation                        1 580 683             205 679            2 227 717

                                                 ---------            --------            ---------
Loss before Provision for Income Taxes             416 646            (252 268)          (1 766 878)
                                                 ---------            --------            ---------


Total other Income/Expenses Net                         --                  --                   --
Earnings before Interest and Taxes                 416 646                  --                   --
Income Tax Expense                                 132 390            (252 268)          (1 766 878)
                                                 ---------            --------            ---------

Net Income/Loss Per Common Share                   320 327               (0.00)               (0.01)
</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, 2005were 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 September 30, 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 finalized 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: November 28, 2005                        By: /s/ Jean-Francois Amyot
                                                    ----------------------------
                                         Name:  Jean-Francois Amyot
                                         Title: Chief Executive Officer
                                                (Principal Executive Officer)

Dated: November 28, 2005                        By: /s/ Jean-Francois Amyot
                                                    ----------------------------
                                         Name:  Jean-Francois Amyot
                                         Title: Chief Accounting Officer
                                                (Principal Accounting Officer)


                                       5