UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





FORM 10-K





☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934





For the fiscal year ended May 31, 2019





OR





☐
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:
333-229036





NORTHWEST OIL & GAS TRADING
COMPANY, INC.





(Exact Name of Registrant as Specified in Its Charter)





Nevada
82-3552932(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)





4650 Wedekind Road, #2
 Sparks, Nevada 89431





(Address of Principal Executive Offices and Zip
Code)





(775) 882-7549





Registrant’s telephone number, including area
code)








Securities
registered pursuant to Section 12(b) of the
Act:





(Title of Each Class)
(Name of Each Exchange on Which Registered)Common Stock, par value $0.001 per share
None





Securities registered pursuant to Section 12(g) of the
Act:





None














Indicate
by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. 
Yes  ☐    No  ☒





Indicate
by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. 
Yes ☐    No ☒





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 ☒    No ☐











Indicate
by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, 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 if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (§229.405) is not contained
herein, and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.  ☐





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 definitions of “large accelerated
filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
(Check one):





Large accelerated filer
☐
Accelerated filer
☐Non-accelerated
filer
☐  (Do not check if a smaller reporting
company)
Smaller reporting company
☒ Emerging Growth
Company☐





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 Act).    Yes
☐    No ☒





State
the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked
price of such common equity, as of the last business day of the
registrant’s most recently completed second fiscal quarter:
Not Applicable





As of
September 13, 2019, there were outstanding 21,410,000 shares of the
registrant’s common stock, par value $0.001 per
share.








DOCUMENTS INCORPORATED BY REFERENCE





Certain
documents contained in our Registration Statement on Form S-1, as
amended, SEC File No. 333-229036 and declared effective on June 14,
2019, are hereby incorporated by reference.






























































TABLE
OF CONTENTS








PagePART
I
1Item 1.
Business
1Item
1A. Risk Factors
6Item
1B. Unresolved Staff Comments
6Item 2.
Properties
6Item 3. Legal
Proceedings
6Item 4. Mine
Safety Disclosures
6PART
II
7Item 5. Market
for Registrant’s Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
7Item 6.
Selected Financial Data
7Item 7.
Management’s Discussion and Analysis of Financial Condition
and Results of Operations
7Item 7A.
Quantitative and Qualitative Disclosures About Market
Risk
11Item 8.
Financial Statements and Supplementary Data
11Item 9.
Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
11Item 9A.
Controls and Procedures
11Item 9B. Other
Information
12PART
III
13Item 10.
Directors, Executive Officers and Corporate Governance
13Item 11.
Executive Compensation
14Item 12.
Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
15Item
13. Certain Relationships and Related Transactions, and Director
Independence
15Item 14.
Principal Accountant Fees and Services
15PART
IV
16Item 15.
Exhibits and Financial Statement Schedules
16

















i





SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS





This Annual Report on Form 10-K contains “forward-looking
statements” that involve substantial risks and uncertainties.
The statements contained in this Annual Report on Form 10-K that
are not purely historical are forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as
amended, or the Securities Act, and Section 21E of the
Securities Exchange Act of 1934, as amended, or the Exchange Act,
including, but not limited to, statements regarding our
expectations, beliefs, intentions, strategies, future operations,
future financial position, future revenue, projected expenses, and
plans and objectives of management. In some cases, you can identify
forward-looking statements by terms such as
“anticipate,” “believe,”
“estimate,” “expect,” “intend,”
“may,” “might,” “plan,”
“project,” “will,” “would,”
“should,” “could,” “can,”
“predict,” “potential,”
“continue,” “objective,” or the negative of
these terms, and similar expressions intended to identify
forward-looking statements. However, not all forward-looking
statements contain these identifying words. These forward-looking
statements reflect our current views about future events and
involve known risks, uncertainties, and other factors that may
cause our actual results, levels ofactivity, performance, or
achievement to be materially different from those expressed or
implied by the forward-looking statements. Factors that could cause
or contribute to such differences include, but are not limited to,
those identified below, and those discussed in the section entitled
“Risk Factors” included in this Annual Report on Form
10-K. Furthermore, such forward-looking statements speak only as of
the date of this Annual Report on Form 10-K. Except as required by
law, we undertake no obligation to update any forward-looking
statements to reflect events or circumstances after the date of
such statements. We qualify all of our forward-looking statements
by these cautionary statements. In addition, the industry in which
we operate is subject to a high degree of uncertainty and risk due
to a variety of factors, including those described in the section
entitled “Risk Factors.” These and other factors could
cause our results to differ materially from those expressed in this
Annual Report on Form 10-K.





Unless otherwise indicated, information contained in this Annual
Report on Form 10-K concerning our industry and the markets in
which we operate, including our general expectations and market
position, market opportunity, and market size, is based on
information from various sources, on assumptions that we have made
that are based on those data and other similar sources, and on our
knowledge of the markets for our services. This data involves a
number of assumptions and limitations, and you are cautionednot to
give undue weight to such estimates. In addition, projections,
assumptions, and estimates of our future performance and the future
performance of the industry in which we operate are necessarily
subject to a high degree of uncertainty and risk due to a variety
of factors, including those described in the section entitled
“Risk Factors” and elsewhere in this Annual Report on
Form 10-K. These and other factors could cause results to differ
materially from those expressed in the estimates made by third
parties and by us.





Unless the context otherwise requires, references in this Annual
Report on Form 10-K to the “NWOG,”
“Company,” “our Company,” “we,”
“us,” and “our” refer to Northwest Oil
& Gas Trading Company, Inc. and, when appropriate, its
subsidiaries.









































ii


PART I





ITEM 1.
BUSINESS





Company
Summary





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
and gas 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 a total of nine (9)
wells.





There
is a little oil production from the 9 wells located at our leases.
The wells currently show a production of 5 to 10 BBLS of oil per
month per well. Current production can be increased with a sensible
re-work and cleaning of the wells on these leases.





Enhanced
fracking techniques according to field workers such as using
nitrogen with the acid-frac procedure greatly enhances the
reservoir stimulation with many wells that would be considered low
producers and can be ramped up to produce 50 to 100 BBLS per month
per well merely by use of nitrogen and especially via staged
fracking.





We are
a development stage company that has generated no revenues and has
had limited operations to date. At May 31, 2019, the Company has
not yet recorded any revenues, has a working capital deficit of
$322,906, and has an accumulated deficit of $348,006. As of May 31,
2019, we had $1,020 in current assets and current liabilities of
$323,926. Through May 31, 2019, we have issued an aggregate of
21,410,000 shares of our common stock since our inception. We
issued 21,000,000 shares of our common stock to three (3) founding
shareholders for services in connection with the formation and
organization of the Company. We issued a total of 410,000 shares of
our common stock to forty-one (41) separate foreign shareholders on
March 31, 2017, 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. Except for
acquisition of the four (4) leases described above, since our
inception we have not made any significant purchase or sale of
assets, nor have we been involved in any mergers, acquisitions or
consolidations.





Business Overview





NWOG
currently holds ownership in 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





1





●
Ennis 4
wells





71%
Working Interest





51% Net
Revenue Interest





This
wells are operated by Magna Bures Oil, 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.





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
TotalExpendituresPayroll
$0
$3,000
$6,000
$6,000
$15,000Travel
$2,500
$5,000
$2,500
$2,500
$12,500Accounting
$3,000
$3,000
$3,000
$3,000
$12,000Legal
$8,000
$4,000
$2,000
$2,000
$16,000Auditing
$3,000
$3,000
$3,000
$3,000
$12,000Oil
FieldOperator
$1,500
$1,500
$1,500
$1,500
$6,000Maintenance
$3,000
$3,000
$3,000
$3,000
$12,000Work
over
$10,000
$10,000
$0
$0
$20,000New
drilling
$0
$0
$200,000
$200,000
$400,000MarketingPromotion
$9,000
$6,000
$3,000
$3,000
$21,000Investor
Relations
$6,000
$6,000
$6,000
$6,000
$24,000Sum
$46,000
$44,500
$230,000
$230,000
$550,500EarningsSale
of oilHardcastle
$0
$1,500
$1,500
$1,500
$4,500Whittaker
$1,800
$5,400
$10,000
$12,500
$29,700Daviess
$1,500
$4,500
$9,000
$9,000
$24,000Ennies
$4,500
$16,800
$16,800
$16,800
$54,900New
well 1


$12,000
$18,000
$30,000New
well 2


$12,000
$18,000
$30,000New
well 3



$12,000
$12,000New
well 4



$12,000
$12,000New
well 5New
well 6New
well 7New
well 8New
well 9New
well 10Sum
$7,800
$28,200
$61,300
$99,800
$143,100





2





Month
13-15
Month
16-18
Month
19-21
Month
22-24
TotalExpendituresPayroll
$6,000
$6,000
$9,000
$9,000
$30,000Travel
$2,500
$2,500
$2,500
$2,500
$10,000Accounting
$3,000
$3,000
$3,000
$3,000
$12,000Legal
$2,000
$2,000
$2,000
$2,000
$8,000Auditing
$3,000
$3,000
$3,000
$3,000
$12,000Oil
FieldOperator
$1,500
$1,500
$1,500
$1,500
$6,000Maintenance
$3,000
$3,000
$3,000
$3,000
$12,000Work
over
$10,000
$0
$0
$0
$10,000New
drilling
$225,000
$225,000
$0
$0
$450,000MarketingPromotion
$3,000
$3,000
$3,000
$3,000
$12,000Investor
Relations
$6,000
$6,000
$6,000
$6,000
$24,000Sum
$265,000
$255,000
$33,000
$33,000
$586,000EarningsSale of
oilHardcastle
$1,500
$1,500
$1,500
$1,500
$6,000Whittaker
$12,500
$12,500
$12,500
$12,500
$50,000,00Daviess
$9,000
$9,000
$9,000
$9,000
$36,000Ennies
$16,800
$16,800
$16,800
$16,800
$67,200New well
1
$18,000
$18,000
$18,000
$18,000
$72,000,00New well
2
$18,000
$18,000
$18,000
$18,000
$72,000New well
3
$18,000
$18,000
$18,000
$18,000
$72,000New well
4
$18,000
$18,000
$18,000
$18,000
$72,000New well
5
$12,000
$18,000
$18,000
$18,000
$66,000New well
6
$12,000
$18,000
$18,000
$18,000
$66,000New well
7
$12,000
$18,000
$18.000
$18,000
$66,000New well
8

$12,000
$18,000
$18,000
$48,000New well
9

$12,000
$18,000
$18,000
$48,000New well
10

$12,000
$18,000
$18,000
$48,000Sum
$147,800
$201,800
$219,800
$219,800
$789,200








We do
not own or lease any real property or facilities. Our Chief
Executive Officer provides office space for the Company in Malsch,
Germany at no cost to the Company.





Dependence on One or a Few Major Customers





We do
not anticipate dependence on one or a few major customers for at
least the next twelve (12) months or the foreseeable
future.





Environmental Regulations





Our
operations and properties are subject to extensive and changing
federal, state, tribal and local laws and regulations relating to
protection of the environment, wildlife protection, historic
preservation and health and safety. The recent trend in
environmental legislation and regulation is generally toward
stricter standards, and we expect that this trend will continue.
Among other things, these laws and regulations:





●
require
the acquisition of permits or other authorizations before
construction, drilling andcertain other
activities;●
require
environmental reviews and assessments of proposed actions prior to
the issuanceof permits or the
granting of governmental approvals;●
limit
or prohibit construction, drilling and other activities on
specified lands withinwilderness and other
protected areas; and●
impose
substantial liabilities for pollution resulting from our
operations.





3





The
various environmental permits required for our operations may be
subject to revocation, modification and renewal by issuing
authorities. Governmental authorities have the power to enforce
their regulations, and violations are subject to fines or
injunctions, or both. We believe that we are in substantial
compliance with current applicable environmental laws and
regulations, and have no material commitments for capital
expenditures to comply with existing environmental requirements.
Nevertheless, changes in existing environmental laws and
regulations or interpretations thereof could have a significant
impact on us, as well as the oil and natural gas industry in
general. The following is a summary of the more significant
existing environmental, health and safety laws and regulations to
which our business operations are subject and for which compliance
may have a material adverse impact on our capital expenditures,
results of operations or financial position.





The
Comprehensive Environmental, Response, Compensation, and Liability
Act, or CERCLA, and comparable state statutes impose strict, joint
and several liability on owners and operators of sites and on
persons who disposed of or arranged for the disposal of
“hazardous substances” found at such sites. It is not
uncommon for the government to file claims requiring cleanup
actions, demands for reimbursement for government-incurred cleanup
costs, or natural resource damages, or for neighboring landowners
and other third parties to file claims for personal injury and
property damage allegedly caused by hazardous substances released
into the environment.





The
Federal Resource Conservation and Recovery Act, or RCRA, and
comparable state statutes govern the disposal of “solid
waste” and “hazardous waste” and authorize the
imposition of substantial fines and penalties for non-compliance,
as well as requirements for corrective act ions. Although CERCLA
currently excludes petroleum from its definition of
“hazardous substance,” state laws affecting our
operations may impose clean-up liability relating to petroleum and
petroleum-related products. In addition, although RCRA classifies
certain oil field wastes as “non-hazardous,” such
exploration and production wastes could be reclassified as
hazardous wastes thereby making such wastes subject to more
stringent handling and disposal requirements. CERCLA, RCRA and
comparable state statutes can impose liability for clean-up of
sites and disposal of substances found on drilling and production
sites long after operations on such sites have been
completed.





Other
statutes relating to the storage and handling of pollutants include
the Oil Pollution Act of 1990, or OPA, which requires certain
owners and operators of facilities that store or otherwise handle
oil to prepare and implement spill response plans relating to the
potential discharge of oil into surface waters. The OPA, contains
numerous requirements relating to prevention of, reporting of, and
response to oil spills into waters of the United States. State laws
mandate oil cleanup programs with respect to contaminated soil. A
failure to comply with OPA’s requirements or
inadequatecooperation during a
spill response action may subject a responsible party to civil or
criminal enforcement actions.





The
Endangered Species Act, or ESA, seeks to ensure that activities do
not jeopardize endangered or threatened animal, fish and plant
species, or destroy or modify the critical habitat of such species.
Under the ESA, exploration and production operations, as well as
actions by federal agencies, may not significantly impair or
jeopardize the species or its habitat. The ESA has been used to
prevent or delay drilling activities and provides for criminal
penalties for willful violations of its provisions.





Other
statutes that provide protection to animal and plant species and
that may apply to our operations include, without limitation, the
Fish and Wildlife Coordination Act, the Fishery Conservation and
Management Act, the Migratory Bird Treaty Act, and the Bald and
Golden Eagle Protection Act. Although we believe that our
operations are in substantial compliance with these statutes, any
change in these statutes or any reclassification of a species as
threatened or endangered or re-determination of the extent of
“critical habit” could subject us to significant
expenses to modify our operations or could force us to discontinue
some operations altogether.





The
National Environmental Policy Act, or NEPA, requires a thorough
review of the environmental impacts of “major federal
actions” and a determination of whether proposed actions on
federal and certain Indian lands would result in “significant
impact” on the environment. For purposes of NEPA,
“major federal action” can be something as basic as
issuance of a required permit. For oil and gas operations on
federal and certain Indian lands or requiring federal permits, NEPA
review can increase the time for obtaining approval and impose
additional regulatory burdens on the natural gas and oil industry,
thereby increasing our costs of doing business and our
profitability.





The
Clean Water Act, or CWA, and comparable state statutes, impose
restrictions and controls on the discharge of pollutants, including
spills and leaks of oil and other substances, into waters of the
United States. The discharge of pollutants into regulated waters is
prohibited, except in accordance with the terms of a permit issued
by the Environmental Protection Agency (EPA) or an analogous state
agency. The CWA regulates storm water run-off from oil and natural
gas facilities and requires a storm water discharge permit for
certain activities. Such a permit requires the regulated facility
to monitor and sample storm water run-off from its
operations.





The CWA
and regulations implemented thereunder also prohibit discharges of
dredged and fill material in wetlands and other waters of the
United States unless authorized by an appropriately issued permit.
The CWA and comparable state statutes provide for civil, criminal
and administrative penalties for unauthorized discharges for oil
and other pollutants and impose liability on parties responsible
for those discharges for the costs of cleaning up any environmental
damage caused by the release and for natural resource damages
resulting from the release.





The
Safe Drinking Water Act, or SDWA, and the Underground Injection
Control (UIC) program promulgated thereunder, regulate the drilling
and operation of subsurface injection wells. EPA directly
administers the UIC program in some states and in others the
responsibility for the program has been delegated to the state. The
program requires that a permit be obtained before drilling a
disposal well. Violation of these regulations and/or contamination
of groundwater by oil and natural gas drilling, production, and
related operations may result in fines, penalties, and remediation
costs, among other sanctions and liabilities under the SWDA and
state laws. In addition, third party claims may be filed by
landowners and other parties claiming damages for alternative water
supplies, property damages, and bodily injury.





4





Our
operations employ hydraulic fracturing techniques to stimulate
natural gas production from unconventional geological formations,
which entails the injection of pressurized fracturing fluids into a
well bore. The federal Energy Policy Act of 2005 amended the SDWA
to exclude hydraulic fracturing from the definition of
“underground injection” under certain circumstances.
However, the repeal of this exclusion has been advocated by certain
advocacy organizations and others in the public. Legislation to
amend the SDWA to repeal this exemption and require federal
permitting and regulatory control of hydraulic fracturing, as well
as legislative proposals to require disclosure of the chemical
constituents of the fluids used in the fracturing process, has been
introduced in the current session of Congress.





The
U.S. Department of the Interior has announced that it will consider
regulations relating to the use of hydraulic fracturing techniques
on public lands and disclosure of fracturing fluid constituents. In
addition, some states and localities have adopted, and others are
considering adopting, regulations or ordinances that could restrict
hydraulic fracturing in certain circumstances, or that would impose
higher taxes, fees or royalties on natural gas production. If new
federal or state laws or regulations that significantly restrict
hydraulic fracturing are adopted, such legal requirements could
result in delays, eliminate certain drilling and injection
activities, make it more difficult or costly for us to perform
fracturing and increase our costs of compliance and doing business.
It is also possible that our drilling and injection operations
could adversely affect the environment, which could result in a
requirement to perform investigations or clean-ups or in the
incurrence of other unexpected material costs or
liabilities.





The
Clean Air Act, as amended, restricts the emission of air pollutants
from many sources, including oil and gas operations. New facilities
may be required to obtain permits before work can begin, and
existing facilities may be required to incur capital costs in order
to remain in compliance. In addition, more stringent regulations
governing emissions of air pollutants, including greenhouse gases
such as methane (a component of natural gas) and carbon dioxide are
being developed by the federal government, and may increase the
costs of compliance for some facilities or the cost of
transportation or processing of produced oil and natural gas which
may affect our operating costs. Legislation targeting air emissions
from hydraulic fracturing activities has been introduced in the
current session of Congress and if passed may increase our costs of
compliance and doing business. In addition, the EPA has promulgated
more stringent regulations governing emissions of toxic air
pollutants from sources in the oil and gas industry, and these
regulations may increase the costs of compliance for some
facilities.





Significant
studies and research have been devoted to climate change and global
warming, and climate change has developed into a major political
issue in the United States and globally. Certain research suggests
that greenhouse gas emissions contribute to climate change and pose
a threat to the environment. Recent scientific research and
political debate has focused in part on carbon dioxide and methane
incidental to oil and natural gas exploration and
production.





Many
state governments have enacted legislation directed at controlling
greenhouse gas emissions, and future state and federal legislation
and regulation could impose additional restrictions or requirements
in connection with our operations and favor use of alternative
energy sources, which could increase operating costs and demand for
oil products. As such, our business could be materially adversely
affected by domestic and international legislation targeted at
controlling climate change.





We are
subject to a number of federal and state laws and regulations,
including the federal Occupational Safety and Health Act, as
amended (OSHA), and comparable state laws, whose purpose is to
protect the health and safety of workers. In addition, the OSHA
hazard communication standard, the EPA community right-to-know
regulations under Title III of the federal Superfund Amendment and
Reauthorization Act and comparable state statutes require that
information be maintained concerning hazardous materials used or
produced in our operations and that this information be provided to
employees, state and local government authorities and
citizens.





We are
subject to federal and state laws and regulations relating to
preservation and protection of historical and cultural resources.
Such laws include the National Historic Preservation Act, the
Native American Graves Protection and Repatriation Act,
Archaeological Resources Protection Act, and the Paleontological
Resources Preservation Act, and their state counterparts and
similar statutes, which require certain assessments and mitigation
activities if historical or cultural resources are impacted by our
activities and provide for civil, criminal and administrative
penalties and other sanctions for violation of their
requirements.





We do
not believe that our environmental, health and safety risks are
materially different from those of comparable companies in the
United States in the oil and natural gas industry. Nevertheless,
there can be no assurance that such environmental, health and
safety laws and regulations will not result in a curtailment of
production or material increase in the cost of production,
development or exploration or otherwise adversely affect our
capital expenditures, financial condition and results of
operations.





We have
acquired, and may in the future acquire, interests in properties
that have been operated in the past by others and may be liable for
environmental damage, including historical contamination, caused by
such former operators. Additional liabilities could also arise from
continuing violations or contamination not discovered during our
assessment of the acquired properties. We have not incurred, and do
not currently anticipate incurring, any material capital
expenditures for environmental control facilities.





Patents, Trademarks and Licenses





We
currently do not have any patents or trademarks; and we are not
party to any license, franchise, concession, or royalty agreements
or any labor contracts.





Legal Proceedings





As of
the date of this prospectus, we know of no material pending legal
proceedings to which we are a party or of which any of our property
is the subject. There are no proceedings in which any of our
directors, executive officers or affiliates, or any registered or
beneficial stockholder, is an adverse party or has a material
interest adverse to our interest.





5





Employees





Our
only employees are our two (2) executive officers.





We file
reports with the SEC, including Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and
any other filings required by the SEC. The public may read and copy
any materials we file with, or furnish to, the SEC at the
SEC’s Public Reference Room at 100 F Street, NE, Washington,
DC 20549. The public may obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC
maintains an Internet site at www.sec.gov that contains
reports, proxy and information statements, and other information
regarding issuers that file electronically with the
SEC.








ITEM 1A.
RISK FACTORS





This
information is not required as a result of our status as a
“small business issuer.”








ITEM 1B.
UNRESOLVED STAFF COMMENTS





We
have no unresolved staff comments.








ITEM
2.
PROPERTIES





We do
not own or lease any real property or facilities. Our Chief
Executive Officer provides office space for the Company in Malsch,
Germany at no cost to the Company.








ITEM 3.
LEGAL PROCEEDINGS





As of
the date of this report, we know of no material pending legal
proceedings to which we are a party or of which any of our property
is the subject. There are no proceedings in which any of our
directors, executive officers or affiliates, or any registered or
beneficial stockholder, is an adverse party or has a material
interest adverse to our interest.








ITEM 4.
MINE SAFETY DISCLOSURES





Not
applicable.



































6





PART II





ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES





Market Information





There
is no public market for our common stock. After the effective date
of the registration statement of which this prospectus is a part,
we intend to seek a market maker to file an application on our
behalf to have our common stock quoted on the Over-the-Counter
Bulletin Board. We may never be approved for trading on any
exchange. We currently have no market maker who is willing to list
quotations for our stock. There is no assurance that a trading
market for our stock will develop be sustained if
developed





Dividend Policy





We
have never declared or paid, and do not anticipate declaring or
paying in the foreseeable future, any cash dividends on our capital
stock. Any future determination as to the declaration and payment
of dividends, if any, will be at the discretion of our board of
directors and will depend on then existing conditions, including
our operating results, financial condition, contractual
restrictions, capital requirements, business prospects, and other
factors our board of directors may deem relevant.





Equity Compensation Plan Information





None





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.





Issuer Purchases of Equity Securities





None








ITEM 6.
SELECTED FINANCIAL DATA





Not
Applicable








ITEM 7.
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 should be read together with our
consolidated financial statements and accompanying notes appearing
elsewhere in this Annual Report on Form 10-K. This discussion
contains forward-looking statements, based upon our current
expectations and related to future events and our future financial
performance, that involve risks and uncertainties. Our actual
results may differ materially from those anticipated in these
forward-looking statements as a result of various factors,
including those set forth elsewhere in this Annual Report on
Form 10-K.





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:





7





●
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 Magna Bures Oil, 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.





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.




















8





Month
1-3
Month
4-6
Month
7-9
Month
10-12
TotalExpendituresPayroll
$0
$3,000
$6,000
$6,000
$15,000Travel
$2,500
$5,000
$2,500
$2,500
$12,500Accounting
$3,000
$3,000
$3,000
$3,000
$12,000Legal
$8,000
$4,000
$2,000
$2,000
$16,000Auditing
$3,000
$3,000
$3,000
$3,000
$12,000Oil
FieldOperator
$1,500
$1,500
$1,500
$1,500
$6,000Maintenance
$3,000
$3,000
$3,000
$3,000
$12,000Work
over
$10,000
$10,000
$0
$0
$20,000New
drilling
$0
$0
$200,000
$200,000
$400,000MarketingPromotion
$9,000
$6,000
$3,000
$3,000
$21,000Investor
Relations
$6,000
$6,000
$6,000
$6,000
$24,000Sum
$46,000
$44,500
$230,000
$230,000
$550,500EarningsSale of
oilHardcastle
$0
$1,500
$1,500
$1,500
$4,500Whittaker
$1,800
$5,400
$10,000
$12,500
$29,700Daviess
$1,500
$4,500
$9,000
$9,000
$24,000Ennies
$4,500
$16,800
$16,800
$16,800
$54,900New well
1


$12,000
$18,000
$30,000New well
2


$12,000
$18,000
$30,000New well
3



$12,000
$12,000New well
4



$12,000
$12,000New well
5New well
6New well
7New well
8New well
9New well
10Sum
$7,800
$28,200
$61,300
$99,800
$143,100





























9





Month
13-15
Month
16-18
Month
19-21
Month
22-24
TotalExpendituresPayroll
$6,000
$6,000
$9,000
$9,000
$30,000Travel
$2,500
$2,500
$2,500
$2,500
$10,000Accounting
$3,000
$3,000
$3,000
$3,000
$12,000Legal
$2,000
$2,000
$2,000
$2,000
$8,000Auditing
$3,000
$3,000
$3,000
$3,000
$12,000Oil
FieldOperator
$1,500
$1,500
$1,500
$1,500
$6,000Maintenance
$3,000
$3,000
$3,000
$3,000
$12,000Work
over
$10,000
$0
$0
$0
$10,000New
drilling
$225,000
$225,000
$0
$0
$450,000MarketingPromotion
$3,000
$3,000
$3,000
$3,000
$12,000Investor
Relations
$6,000
$6,000
$6,000
$6,000
$24,000Sum
$265,000
$255,000
$33,000
$33,000
$586,000EarningsSale of
oilHardcastle
$1,500
$1,500
$1,500
$1,500
$6,000Whittaker
$12,500
$12,500
$12,500
$12,500
$50,000,00Daviess
$9,000
$9,000
$9,000
$9,000
$36,000Ennies
$16,800
$16,800
$16,800
$16,800
$67,200New well
1
$18,000
$18,000
$18,000
$18,000
$72,000,00New well
2
$18,000
$18,000
$18,000
$18,000
$72,000New well
3
$18,000
$18,000
$18,000
$18,000
$72,000New well
4
$18,000
$18,000
$18,000
$18,000
$72,000New well
5
$12,000
$18,000
$18,000
$18,000
$66,000New well
6
$12,000
$18,000
$18,000
$18,000
$66,000New well
7
$12,000
$18,000
$18.000
$18,000
$66,000New well
8

$12,000
$18,000
$18,000
$48,000New well
9

$12,000
$18,000
$18,000
$48,000New well
10

$12,000
$18,000
$18,000
$48,000Sum
$147,800
$201,800
$219,800
$219,800
$789,200





Liquidity and Results of Operations





Comparison of the Years Ended Results – For the Years Ended
May 31, 2018 and May 31, 2019





The Company is a development stage company that has generated no
revenues and has had limited operations to date. At May 31, 2019,
the Company has not yet recorded any revenues, has a working
capital deficit of $322,906, and has an accumulated deficit of
$348,006.





Total operating expenses was $305,364 for the business year ended
May 31, 2019, as compared to $15,267 for the business year ended
May 31, 2018. The increase is mainly attributable to the impairment
of our oil and gas leases and for professional fees incurred in
fiscal year 2019 because of the preparatory work in view of the
listing of the shares.





The Company is still in possession of the properties and they are
in good standing. Because of the lack of an oil and gas valuation
report created by a competent person and meeting the reporting
standards, the Company decided to choose a full impairment of the
carrying value of the oil and gas leases.


10





Liquidity and Capital Resources
 
 The Company had $nil cash provided by financing activities in the
year ended May 31, 2019 as compared to $4,100 in cash provided in
the year ended May 31, 2018 by proceeds from issuance of common
stock.
 
 The
Company’s principal sources and uses of funds are investments
from accredited investors. 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
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.
 
 Subsequent to May 31, 2019, the Company received share
subscriptions proceeds of $92,207 pursuant to several private
placements of shares of common stock to be issued at $1.20 and
$1.25 per share.


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.





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 in of this report on Form
10-K.








ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





Not
applicable.








ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





Reference
is made to our consolidated financial statements, the notes
thereto, and the report thereon, commencing on page F-1 of this
Annual Report on Form 10-K, which consolidated financial
statements, notes, and report are incorporated herein by
reference.








ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE





None.








ITEM 9A.
CONTROLS AND PROCEDURES





Evaluation of Disclosure Controls and Procedures





Our
management, with the participation of our Chief Executive Officer
and Chief Financial Officer, has evaluated the effectiveness of our
disclosure controls and procedures, as defined in Rules 13a-15(e)
and 15d-15(e) under the Exchange Act, as of the end of the period
covered by this Annual Report on Form 10-K. Based on such
evaluation, our Chief Executive Officer and Chief Financial Officer
have concluded that, as of such date, our disclosure controls and
procedures were not effective.





11





Management’s Annual Report on Internal Control over Financial
Reporting
 
 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 May 31, 2019 due to the lack of an established
Audit Committee to provide oversight of
management.





This
Annual Report on Form 10-K does not include an attestation report
of our registered public accounting firm regarding internal control
over financial reporting. Our management’s report was not
subject to attestation by our independent registered public
accounting firm pursuant to rules of the SEC that permit us to
provide only management’s report in this Annual Report on
Form 10-K.





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 ordetected. 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.








ITEM 9B.
OTHER INFORMATION





None.





12





PART III





ITEM 10.
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE





The
name, age and position of each of our directors and executive
officers are as follows:





Name

Age

PositionJoachim
Haas

57

Chief
Executive Officer, President and DirectorThomas
Hoeder

46

Chief
Financial OfficerMichael
Ende

73

Director





Joachim Haas, Age 57, Chief Executive Officer, President and
Director





Joachim
Haas is our Chief Executive Officer, President and Director. He has
served as Director since our inception, and as Chief Executive
Officer and President Since August 1, 2018. Since 2007 until the
present, Mr. Haas has served as an officer and director of
Northwest Oil & Gas Trading Company, Inc., a Delaware
corporation. From 2007 until 2010, Mr. Haas served as Project
Manager of Worldwide Energies, Inc. From 2006 until the present,
Mr. Haas has served as a Director of Northwest Oil & Gas Ltd.
(UK). Mr. Haas received a BS Degree in Business Economics from
Baden-Württemberg Cooperative State University, Karlsruhe,
Germany. Mr. Haas does not, and has not served as an officer or
director of any other company required to file reports with the
Securities and Exchange Commission.





Thomas Hoeder, Age 46, Chief Financial Officer





Thomas
Hoeder is our Chief Financial Officer and has served in that
capacity since May 1, 2018. From 2016 until the present, Mr. Hoeder
was Managing Partner Isarwinkel Bauservice GmbH, Bad Toelz, a
general construction contractor in Germany. From 2011 until the
present, Mr. Hoeder was Managing Partner of Deutsche Sachwert
Immobilien GmbH, Bad Toelz, a real estate company. Mr. Hoeder
received a BS Degree from TU-Bergakademie Freiberg, Technical
University, Freiberg in business Economist for Mining. Mr. Hoeder
does not, and has not served as an officer or director of any other
company required to file reports with the Securities and Exchange
Commission.





Michael Ende, Age 73, Director





Michael
Ende is our Director and has served in that capacity since May 1,
2018. Michael Ende is a visionary and Artist. He did projects in
low tech and high tech, He is a graduate of ORT School of Delicate
Mechanic. From 1966 to 1967 Mr. Ende worked for the UGA with VIP
and in 1967 went to the school of minerals until the beginning of
1970. Thereafter he became the technical and production manager of
the school. In 1970 Mr. Ende helped to open the first plant for
Emeralds, Rubies, and Sapphires cutting and polishing. In 1970, he
built a small plant for cutting precious and semi-precious stones.
The same year he started to create Art in metals, Gold, Silver and
Brass. In 1988 Michael Ende was chosen by the Israeli Bonds as the
Artist of the country for the 40 Years Anniversary of the State of
Israel. The same year he won the first prize in Basel designing
wrist watch symbolizes Israel 40th anniversary. In 1991 during the
Gulf War, Mr. Ende developed the named brand T-TIE and came with
the T-Shirt with tie printing on the shirts with deferent design
and create new fashion including colorful watches two of the design
he win prices. "Time for Peace" and "Holding Hands for Peace" the
company still designing until today. In 1992 he developed with Sano
Chemicals Israel Co. and manufactured the green product "Michael
Ende Multimetal Polish". In 1997, he founded Atlantium Ltd. for
water disinfection using laser pulse UV light. In 2005, Mr. Ende
sponsored and researched, together with Dr. Alex Serginko, energy
fields. Mr. Ende and Dr. Alex Serginko jointed together in 2004 to
develop the theory of separating Hydrogen from water by using Dr.
Serginko’s theory in producing Alumina and Hydrogen. After
years of research and testing in September 2009 proved the theory.
In 2010, Mr. Ende founded SRE Smart Refineries Enterprise LTD and
H-Force Hydrogen Force Co. Mr. Ende does not, and has not served as
an officer or director of any other company required to file
reports with the Securities and Exchange Commission.





Board Composition





Our
Bylaws provide that the Board of Directors shall consist of no less
than 1, but not more than 9 directors. Each director serves until
his successor is elected and qualified.





Committees of the Board of Directors





We do
not presently have a separately constituted audit committee,
compensation committee, nominating committee, executive committee
or any other committees of our Board of Directors. Nor do we have
an audit committee “financial expert.” As such, our
entire Board of Directors acts as our audit committee and handles
matters related to compensation and nominations of
directors.





Potential Conflicts of Interest





Since
we do not have an audit or compensation committee comprised of
independent directors, the functions that would have been performed
by such committees are performed by our directors. Thus, there is a
potential conflict of interest in that our directors and officers
have the authority to determine issues concerning management
compensation and audit issues that may affect management decisions.
We are not aware of any other conflicts of interest with any of our
executives or directors.





13





Director Independence





We are
not subject to listing requirements of any national securities
exchange or national securities association and, as a result, we
are not at this time required to have our board comprised of a
majority of “independent directors.” Our determination
of independence of directors is made using the definition of
“independent director” contained in Rule 4200(a) (15)
of the Marketplace Rules of the NASDAQ Stock Market
(“NASDAQ”), even though such definitions do not
currently apply to us because we are not listed on NASDAQ. We have
determined that none of our directors currently meet the definition
of “independent” as within the meaning of such rules as
a result of their current positions as our executive
officers.





Significant Employees





We have
no significant employees other than the executive
officers/directors described above.





Family Relationships





There
are no familial relationships between our officers and
directors.





Involvement in Certain Legal Proceedings





No
director, person nominated to become a director, executive officer,
promoter or control person of our company has, during the last ten
years: (i) been convicted in or is currently subject to a pending a
criminal proceeding (excluding traffic violations and other minor
offenses); (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to any federal or state securities or banking or
commodities laws including, without limitation, in any way limiting
involvement in any business activity, or finding any violation with
respect to such law, nor (iii) any bankruptcy petition been filed
by or against the business of which such person was an executive
officer or a general partner, whether at the time of the bankruptcy
or for the two years prior thereto.





Stockholder Communications with the Board





We
have not implemented a formal policy or procedure by which our
stockholders can communicate directly with our Board of Directors.
Nevertheless, every effort has been made to ensure that the views
of stockholders are heard by the Board of Directors or individual
directors, as applicable, and that appropriate responses are
provided to stockholders in a timely manner. We believe that we are
responsive to stockholder communications, and therefore have not
considered it necessary to adopt a formal process for stockholder
communications with our Board. During the upcoming year, our Board
will continue to monitor whether it would be appropriate to adopt
such a process.





Section 16(a) Beneficial Ownership Reporting
Compliance





16(a)
of the Securities Exchange Act of 1934 requires the Company
directors and executive officers, and persons who own more than ten
percent of the Company’s common stock, to file with the
Securities and Exchange Commission initial reports of ownership and
reports of changes of ownership of our common stock. Officers,
directors and greater than ten percent shareholders are required by
SEC regulation to furnish the Company with copies of all Section
16(a) forms they file. The Company intends to ensure to the best of
our ability that all Section 16(a) filing requirements applicable
to its officers, directors and greater than ten percent (10%)
beneficial owners are complied with in a timely
fashion.








ITEM 11.
EXECUTIVE COMPENSATION





We
have not paid since our inception, nor do we owe, any compensation
to our executive officers or directors. There are no arrangements
or employment agreements with our executive officer or directors
pursuant to which they will be compensated now or in the future for
any services provided as an executive officer, and we do not
anticipate entering into any such arrangements or agreements with
them in the foreseeable future.





Outstanding Equity Awards at 2019 Fiscal Year-End





We do
not currently have a stock option plan or any long-term incentive
plans that provide compensation intended to serve as incentive for
performance. No individual grants of stock options or other equity
incentive awards have been made to any executive officer or any
director since our inception; accordingly, none were outstanding at
May 31, 2019.





Employment Contracts, Termination of Employment, Change-in-Control
Arrangements





There
are currently no employments or other contracts or arrangements
with our executive officers. There are no compensation plans or
arrangements, including payments to be made by us, with respect to
our officers, directors or consultants that would result from the
resignation, retirement or any other termination of such directors,
officers or consultants from us. There are no arrangements for
directors, officers, employees or consultants that would result
from a change-in-control.





14





ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS





The
following table sets forth information regarding the beneficial
ownership of our common stock as of the date of this Annual Report
for:





●
each
person, or group of affiliated persons, known by us to beneficially
own more than 5% of our common stock;





●
each of
our executive officers;





●
each of
our directors; and





●
all of
our executive officers and directors as a group.





We have
determined beneficial ownership in accordance with the rules of the
Securities and Exchange Commission. These rules generally attribute
beneficial ownership of securities to persons who possess sole or
shared voting power or investment power with respect to those
securities. The person is also deemed to be a beneficial owner of
any security of which that person has a right to acquire beneficial
ownership within 60 days. Unless otherwise indicated, the persons
or entities identified in this table have sole voting and
investment power with respect to all shares shown as beneficially
owned by them, subject to applicable community property laws, and
the address for each person listed in the table is c/o Northwest
Oil & Gas Trading Company, Inc., 4650 Wedekind Road, #2,
Sparks, Nevada 89431.





Title of Class of Beneficial Ownership

Name of Beneficial Owner

Amount and Nature

Percentage of ClassCommon
Stock

Joachim
Haas, Chief Executive Officer, President and Director

1,010,000
(D)

4.67%Common
Stock

Hau
Wai Cheung

15,000,000
(D)

70.06%Common
Stock

Yuan
May Cheung

5,000,000
(D)

23.35%Common
Stock

Michael
Ende, Director
10,000
(I) (1)

*All officers and directors as a group



21,020,000

98.13%*Less
than .001%(1)
Mr. Ende indirectly owns 10,000 shares as the controlling
shareholder of T-Tie, Ltd.








ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE





As of
May 31, 2019, the Company owes $30,500 to Joachim Haas, the
President and Chief Executive Officer (“CEO”) of the
Company, which is non-interest bearing, unsecured, and due on
demand.





As of May 31, 2019, the Company owes $277,262 to Northwest Oil and Gas Trading
Company Inc., Delaware, a company controlled by the President
and CEO of the Company, which is non-interest bearing, unsecured,
and due on demand.





As of
May 31, 2019, the Company owed $7,225 to Hau Wai Cheung, the former
President and CEO of the Company, which is non-interest bearing,
unsecured, and due on demand.








ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES





Our
Directors pre-approves all audit and non-audit services performed
by the Company's auditor and the fees to be paid in connection with
such services.








The audit fees incurred by the company had been





Fiscal
Year 2018:
$5,000Fiscal
Year 2019:
$10,000








15





PART IV





ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES





(a)
Financial Statements and Financial Statement Schedules





1.
Consolidated
Financial Statements are listed in the Index to Consolidated
Financial Statements on page F-1 of this Annual Report on Form
10-K.





2.
Other
schedules are omitted because they are not applicable, not
required, or because required information is included in the
Consolidated Financial Statements or notes thereto.





(b)
Exhibits





Exhibit
Description3.1
Articles of
Incorporation of Registrant.*3.2
Bylaws
of Registrant.*31.1
Certificate of
Joachim Haas President and Chief Executive Officer, pursuant to
Section 302 of the Sarbanes-Oxley Act of 200231.2
Certificate of
Thomas Hoeder, Chief Financial Officer, pursuant to Section 302 of
the Sarbanes-Oxley Act of 200232.1
Certificate of
Joachim Haas President and Chief Executive Officer, pursuant to
Section 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 200232.2
Certificate of
Thomas Heoder, Chief Financial Officer, pursuant to Section 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002





*
Incorporated by reference from our Registration Statement on Form
S-1, as amended, SEC File No. 333-229036 declared effective on June
14, 2019.















































16





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.


NORTHWEST OIL & GAS TRADING COMPANY,
INC.Dated:
September 16, 2019
By:
/s/ Joachim HaasJoachim
HaasPresident
and Chief Executive OfficerDated:
September 16, 2019
By:
/s/ Thomas HoederThomas
HoederChief
Financial Officer








Signature

Title

Date/s/ Joachim Haas

President
and Chief Executive Officer (Principal Executive Officer) and
Director

September
16, 2019Joachim
Haas/s/ Thomas Hoeder

Chief
Financial Officer (Principal Financial and Accounting
Officer)

September
16, 2019Thomas
Hoeder





/s/ Michael Ende

Director

September
16, 2019


Michael
Ende












































17






































NORTHWEST OIL & GAS TRADING COMPANY, INC.





Financial
Statements





For the
Years Ended May 31, 2019 and 2018





(Expressed
in U.S. Dollars)


















































F-1














REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM





To the
Board of Directors and Stockholders of Northwest Oil & Gas
Trading Company, Inc.





Opinion on the Consolidated Financial Statements


We have
audited the accompanying balance sheets of Northwest Oil & Gas
Trading Company, Inc. (the “Company”) as of May 31,
2019 and 2018, and the related statements of operations and
comprehensive loss, stockholders’ deficit, and cash flows for
the years then ended and related notes (collectively, the
“financial statements”). In our opinion, the financial
statements present fairly, in all material respects, the financial
position of the Company as at May 31, 2019 and 2018, and the
results of their operations and cash flows for the years then ended
in conformity with accounting principles generally accepted in the
United States of America.





Explanatory Paragraph Regarding Going Concern


The
accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 1 to
the financial statements, the Company has a working capital deficit
of $322,906 and an accumulated deficit of $348,006 as at May 31,
2019. During the year ended May 31, 2019, the Company had no
revenues and used cash of $3,090 for operating activities. These
factors raise substantial doubt about the Company’s ability
to continue as a going concern. Management’s plans in regard
to these matters are also discussed in Note 1 to the financial
statements. The financial statements do not include any adjustments
that might result from the outcome of this
uncertainty.





Basis for Opinion


These
financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on the
Company’s financial statements based on our audits. We are a
public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (“PCAOB”)
and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and
the PCAOB.





We
conducted our audits in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement, whether due
to fraud or error. The Company is not required to have, nor were we
engaged to perform, an audit of its internal controls over
financial reporting. As part of our audits, we are required to
obtain an understanding of the Company’s internal controls
over financial reporting, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal
controls over financial reporting. Accordingly, we express no such
opinion.





Our
audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to
fraud or error, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis
for our opinion.





/s/ SATURNA GROUP CHARTERED PROFESSIONAL ACCOUNTANTS
LLP





Saturna
Group Chartered Professional Accountants LLP





We have
served as the Company’s auditor since 2017





Vancouver,
Canada





September
16, 2019


F-2


NORTHWEST
OIL & GAS TRADING COMPANY, INC.


Balance
sheets


(Expressed in U.S.
dollars)





May
31,
2019
$
May
31,
2018
$ASSETSCurrent
assetsCash
1,020
4,110Total current
assets
1,020
4,110Oil
and gas leases (Note 3)
–
284,035Total
assets
1,020
288,145LIABILITIES AND
STOCKHOLDERS’ DEFICITCurrent
liabilitiesAccounts
payable and accrued liabilities
6,979
2,575Due
to related parties (Note 4)
316,947
303,112Total
liabilities
323,926
305,687Nature of
operations and continuance of business (Note 1)Subsequent event
(Note 7)Stockholders’
deficitCommon
stock, 75,000,000 shares authorized, $0.001 par value 21,410,000
shares issued and outstanding
21,410
21,410Additional
paid-in capital
3,690
3,690Deficit
(348,006)
(42,642)Total
stockholders’ deficit
(322,906)
(17,542)Total liabilities
and stockholders’ deficit
1,020
288,145











(The
accompanying notes are an integral part of these financial
statements)
 
 F-3


NORTHWEST
OIL & GAS TRADING COMPANY, INC.


Statements of
operations and comprehensive loss


(Expressed in U.S.
dollars)





Year
ended
May
31,
2019
$
Year
ended
May
31,
2018
$Operating
expensesGeneral
and administrative
3,529
840Impairment of oil
and gas leases (Note 3)
284,035
11,852Professional
fees
16,100
2,000Transfer
agent and filing fees
1,700
575Total operating
expenses
305,364
15,267Net loss and
comprehensive loss for the year
(305,364)
(15,267)Loss per share,
basic and diluted
(0.01)
–Weighted average
shares outstanding, basic and diluted
21,410,000
21,068,521










































































(The
accompanying notes are an integral part of these financial
statements)
 
 F-4


NORTHWEST
OIL & GAS TRADING COMPANY, INC.


Statements of
stockholders’ deficit


(Expressed in U.S.
dollars)





Additional

TotalCommon
stock
paid-in

stockholders’Number
of
shares
Amount
$
capital
$
Deficit
$
deficit
$Balance, May 31,
2017
21,000,000
21,000
–
(27,375)
(6,375)Shares
issued for cash
410,000
410
3,690
–
4,100Net
loss for the year
–
–
–
(15,267)
(15,267)Balance, May 31,
2018
21,410,000
21,410
3,690
(42,642)
(17,542)Net
loss for the year
–
–
–
(305,364)
(305,364)Balance, May 31,
2019
21,410,000
21,410
3,690
(348,006)
(322,906)










































































(The
accompanying notes are an integral part of these financial
statements)
 
 F-5


NORTHWEST
OIL & GAS TRADING COMPANY, INC.


Statements of cash
flows


(Expressed in U.S.
dollars)





Year
ended
May
31,
2019
$
Year
ended
May
31,
2018
$Operating
activitiesNet
loss
(305,364)
(15,267)Adjustments to
reconcile net loss to net cash used in operating
activities:Impairment
loss on oil and gas leases
284,035
11,852Changes in
operating assets and liabilities:Accounts
payable and accrued liabilities
4,404
2,575Due
to related parties
13,835
850Net cash provided
by (used in) operating activities
(3,090)
10Financing
activitiesProceeds
from issuance of common stock
–
4,100Net cash provided
by financing activities
–
4,100Change in
cash
(3,090)
4,110Cash, beginning of
year
4,110
–Cash, end of
year
1,020
4,110Non-cash investing
and financing activities:Acquisition
of oil and gas leases through issuance of related party
debt
–
295,887Supplemental
disclosures:Interest
paid
–
–Income taxes
paid
–
–








(The
accompanying notes are an integral part of these financial
statements)
 
 
 
 F-6
  NORTHWEST OIL & GAS TRADING COMPANY, INC.
 Notes
to the financial statements
 Years
ended May 31, 2019 and 2018
 (Expressed
in U.S. dollars)


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
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 the next twelve months. Realization
values may be substantially different from carrying values as shown
and these 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 May 31, 2019, the Company has a working
capital deficit of $322,906 and has an accumulated deficit of
$348,006. During the year ended May 31, 2019, the Company did not
have any revenues and incurred $3,090 of cash for operating
activities. 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 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.
 Significant
Accounting Policies





(a)
 Basis of
Presentation





These
financial statements and related notes are presented in accordance
with accounting principles generally accepted in the United States
and are expressed in U.S. dollars. The Company’s fiscal
year-end is May 31.





(b)
 Use of Estimates
and Judgments





The
preparation of financial statements in conformity with U.S.
generally accepted accounting principles 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 valuation of oil and gas leases, 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)
 Cash and Cash
Equivalents





The
Company considers all highly liquid investments with a maturity of
three months or less at the time of issuance to be cash
equivalents.








F-7
  NORTHWEST OIL & GAS TRADING COMPANY, INC.
 Notes
to the financial statements
 Years
ended May 31, 2019 and 2018
 (Expressed
in U.S. dollars)


2.
 Significant Accounting Policies
(continued)





(d)
 Oil and Gas
Leases





The
Company utilizes the full-cost method of accounting for petroleum
and natural gas properties. Under this method, the Company
capitalizes all costs associated with acquisition, exploration, and
development of oil and natural gas reserves, including leasehold
acquisition costs, geological and geophysical expenditures, lease
rentals on undeveloped properties and costs of drilling of
productive and non-productive wells into the full cost pool on a
country-by-country basis. When the Company obtains proven oil and
gas reserves, capitalized costs, including estimated future costs
to develop the reserves proved and estimated abandonment costs, net
of salvage, will be depleted on the units-of-production method
using estimates of proved reserves. The costs of unproved
properties are not amortized until it is determined whether or not
proved reserves can be assigned to the properties. Until such
determination is made, the Company assesses annually whether
impairment has occurred, and includes in the amortization base
drilling exploratory dry holes associated with unproved
properties.





The
Company applies a ceiling test to the capitalized cost in the full
cost pool. The ceiling test limits such cost to the estimated
present value, using a ten percent discount rate, of the future net
revenue from proved reserves based on current economic and
operating conditions. Specifically, the Company computes the
ceiling test so that capitalized cost, less accumulated depletion
and related deferred income tax, do not exceed an amount (the
ceiling) equal to the sum of: The present value of estimated future
net revenue computed by applying current prices of oil and gas
reserves (with consideration of price changes only to the extent
provided by contractual arrangements) to estimated future
production of proved oil and gas reserves as of the date of the
latest balance sheet presented, less estimated future expenditures
(based on current cost) to be incurred in developing and producing
the proved reserves computed using a discount factor of ten percent
and assuming continuation of existing economic conditions; plus the
cost of property not being amortized; plus the lower of cost or
estimated fair value of unproven properties included in the costs
being amortized; less income tax effects related to differences
between the book and tax basis of the property. For unproven
properties, the Company excludes from capitalized costs subject to
depletion, all costs directly associated with the acquisition and
evaluation of the unproved property until it is determined whether
or not proved reserves can be assigned to the property. Until such
a determination is made, the Company assesses the property at least
annually to ascertain whether impairment has occurred. In assessing
impairment, the Company considers factors such as historical
experience and other data such as primary lease terms of the
property, average holding periods of unproved property, and
geographic and geologic data. The Company adds the amount of
impairment assessed to the cost to be amortized subject to the
ceiling test. During the year ended May 31, 2019, the Company
recorded an impairment of $284,035 on its oil and gas
leases.





(e)
 Financial
Instruments and Fair Value Measurements





The
Company measures and discloses the estimated fair value of
financial assets and liabilities using the fair value hierarchy
prescribed by ASC 820, “Fair Value Measurements and
Disclosures”. The fair value hierarchy has three levels,
which are based on reliable available inputs of observable data.
The hierarchy requires the use of observable market data when
available. The three-level hierarchy is defined as
follows:





Level 1
– quoted prices for identical instruments in active
markets.





Level 2
– quoted prices for similar instruments in active markets;
quoted prices for identical or similar instruments in markets that
are not active; and model derived valuations in which
p





Level 3
– fair value measurements derived from valuation techniques
in which one or more significant inputs or significant value
drivers are unobservable.








F-8
  NORTHWEST OIL & GAS TRADING COMPANY, INC.
 Notes
to the financial statements
 Years
ended May 31, 2019 and 2018
 (Expressed
in U.S. dollars)


2.
 Summary of Significant Accounting
Policies (continued)





(e)
 Financial
Instruments and Fair Value Measurements (continued)





Financial
instruments consist principally of cash, accounts payable and
accrued liabilities, and amounts due to related parties. Pursuant
to ASC 820, the fair value of cash is determined based on
“Level 1” inputs, which consist of quoted prices in
active markets for identical assets. The recorded values of all
other financial instruments approximate their current fair values
because of their nature and respective maturity dates or
durations.





(f)
 Revenue
Recognition





The
Company derives revenues from the sale of oil and gas. In
accordance with ASC 606, “Revenue from Contracts with
Customers”, the Company recognizes revenue by applying
the following steps: (1) identify the contract with a customer; (2)
identify the performance obligations in the contract; (3) determine
the transaction price; (4) allocate the transaction price to each
performance obligation in the contract; and (5) recognize revenue
when each performance obligation is satisfied.





(g)
 Loss Per
Share


The
Company computes loss per share in accordance with ASC 260,
"Earnings per Share" which
requires presentation of both basic and diluted earnings per share
(“EPS”) on the face of the statement of operations.
Basic EPS is computed by dividing the 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.





(h)
 Income
Taxes





The
Company accounts for income taxes using the asset and liability
method in accordance with ASC 740, “Income Taxes”. The
asset and liability method provides that deferred income tax assets
and liabilities are recognized for the expected future tax
consequences of temporary differences between the financial
reporting and tax bases of assets and liabilities, and for
operating loss and tax credit carryforwards. Deferred income tax
assets and liabilities are measured using the currently enacted tax
rates and laws that will be in effect when the differences are
expected to reverse. The Company records a valuation allowance to
reduce deferred income tax assets to the amount that is believed
more likely than not to be realized.





(i)
 Comprehensive
Loss





ASC
220, Comprehensive Income,
establishes standards for the reporting and display of
comprehensive loss and its components in the financial statements.
As at May 31, 2019 and 2018, the Company has no items that
represent a comprehensive loss and, therefore, has not included a
schedule of comprehensive loss in the financial
statements.





(j)
 Stock-based
Compensation





The
Company records stock-based compensation in accordance with ASC
718, Compensation – Stock
Compensation and ASC 505, Equity Based Payments to Non-Employees,
which requires the measurement and recognition of compensation
expense based on estimated fair values for all share-based awards
made to employees and directors, including stock
options.








F-9
  NORTHWEST OIL & GAS TRADING COMPANY, INC.
 Notes
to the financial statements
 Years
ended May 31, 2019 and 2018
 (Expressed
in U.S. dollars)


2.
 Summary of Significant Accounting
Policies (continued)





(j)
 Stock-based
Compensation (continued)





ASC 718
requires company to estimate the fair value of share-based awards
on the date of grant using an option-pricing model. The Company
uses the Black-Scholes option pricing model as its method of
determining fair value. This model is affected by the
Company’s stock price as well as assumptions regarding a
number of subjective variables. These subjective variables include,
but are not limited to the Company’s expected stock price
volatility over the term of the awards, and actual and projected
employee stock option exercise behaviours. The value of the portion
of the award that is ultimately expected to vest is recognized as
an expense in the statement of operations over the requisite
service period.





All
transactions in which goods or services are the consideration
received for the issuance of equity instruments are accounted for
based on the fair value of the consideration received or the fair
value of the equity instrument issued, whichever is more reliably
measurable.





(k)
 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





2019
$
2018
$Hardcastle
43,987
55,839Whittaker
215,048
215,048Ennis
12,500
12,500Daviess
12,500
12,500284,035
295,887Impairment
loss
(284,035)
(11,852)–
284,035





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. During
the year ended May 31, 2018, the Company recorded an impairment
loss of $11,852.





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.





F-10
  NORTHWEST OIL & GAS TRADING COMPANY, INC.
 Notes
to the financial statements
 Years
ended May 31, 2019 and 2018
 (Expressed
in U.S. dollars)


3.
 Oil and Gas Leases
(continued)





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.








4.
 Related
Party Transactions





(a)
 As at
May 31, 2019, the Company owed $30,500 (2018 - $25,000) to the
President and Chief Executive Officer (“CEO”) of the
Company, which is non-interest bearing, unsecured, and due on
demand.





(b)
 As at May 31, 2019, the Company owed
$277,262 (2018 - $270,887) to a company controlled by the President
and CEO of the Company, which is non-interest bearing, unsecured,
and due on demand.





(c)
 As at May 31, 2019, the Company owed
$7,225 (2018 - $7,225) to the former President and CEO of the
Company, which is non-interest bearing, unsecured, and due on
demand.





(d)
 As at May 31,
2019, the Company owed $1,960 (2018 - $nil) to a director of the
Company, which is non-interest bearing, unsecured, and due on
demand.








5.
 Common
Stock





On
March 31, 2018, the Company issued 410,000 shares of common stock
at $0.01 per share for proceeds of $4,100.








6.
 Income
Taxes





The
Company has $348,005 of net operating losses carried forward to
offset taxable income in future years which expire commencing in
fiscal 2037. The income tax benefit differs from the amount
computed by applying the U.S. federal income tax rate of 21% (2018
– 28.6%) of net loss before income taxes. As at May 31, 2019,
the Company had no uncertain tax position and is currently in
arrears in filing its corporate tax returns.





2019
$
2018
$Net loss before
taxes
305,364
15,267Statutory
rate
21%
28.6%Computed expected
tax recovery
64,126
4,364Tax effect
of:Change in enacted
tax rates
-
(4,717)Change in valuation
allowance
(64,126)
353Income tax
provision
–
–





The
significant components of deferred income tax assets and
liabilities as at May 31, 2019 and 2018, after applying enacted
corporate income tax rates are as follows:





2019
$
2018
$Non-capital losses
carried forward
73,081
8,955Valuation
allowance
(73,081)
(8,955)Net deferred income
tax assets
–
–








F-11
  NORTHWEST OIL & GAS TRADING COMPANY, INC.
 Notes
to the financial statements
 Years
ended May 31, 2019 and 2018
 (Expressed
in U.S. dollars





Subsequent
to May 31, 2019, the Company received share subscriptions proceeds
of $92,207 pursuant to a private placement of shares of common
stock to be issued at $1.20 and $1.25 per
share.




























































































F-12