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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Norstra Energy Inc (CE) | USOTC:NORX | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.000001 | 0.00 | 00:00:00 |
Nevada
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27-1833279
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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1048 West 11th, Spokane, WA
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99204
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ]
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Smaller reporting company [X]
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(Do not check if a smaller reporting company)
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PART I - FINANCIAL INFORMATION
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Item 1. Financial Statements
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3
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
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15
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
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24
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Item 4. Controls and Procedures
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24
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PART II - OTHER INFORMATION
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Item 1. Legal Proceedings
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25
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Item 1A. Risk Factors
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25
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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25
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Item 3. Defaults Upon Senior Securities
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25
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Item 4. Mining Safety Disclosures
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25
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Item 5. Other Information
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25
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Item 6. Exhibits
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25
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SIGNATURES
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27
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Page
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Condensed Balance Sheets
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4
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Condensed Statements of Operations
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5
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Condensed Statements of Cash Flows
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6
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Notes to the Condensed Financial Statements
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7
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Three Months Ended August 31,
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Six Months Ended August 31,
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Cumulative
From Inception
(November 12, 2010) to
August 31,
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||||||||||||||||||
2013
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2012
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2013
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2012
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2013
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||||||||||||||||
REVENUES:
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$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
OPERATING EXPENSES:
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||||||||||||||||||||
General and administrative
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93,124 | 10,242 | 145,912 | 11,757 | 175,118 | |||||||||||||||
Accretion expense
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167 | 168 | 334 | 333 | 1,328 | |||||||||||||||
Professional fees
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59,034 | 1,250 | 71,918 | 6,500 | 85,781 | |||||||||||||||
Total Operating Expenses
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152,325 | 11,660 | 218,164 | 18,590 | 262,227 | |||||||||||||||
OTHER EXPENSES
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||||||||||||||||||||
Interest expense
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(41,549 | ) | - | (51,325 | ) | - | (51,352 | ) | ||||||||||||
NET LOSS
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$ | (193,874 | ) | $ | (11,660 | ) | $ | (269,489 | ) | $ | (18,590 | ) | $ | (313,579 | ) | |||||
Basic and Diluted Loss per Common Share
|
$ | (0.01 | ) | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.00 | ) | ||||||||
Basic Weighted Average Number of Common Shares Outstanding
|
38,250,000 | 50,765,817 | 40,373,066 | 45,611,749 |
For the Six Months Ended August 31,
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Cumulative
From Inception
(November 12, 2010) to
August 31,
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|||||||||||
2013
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2012
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2013
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||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
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||||||||||||
Net loss for the period
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$ | (269,489 | ) | $ | (18,590 | ) | $ | (313,579 | ) | |||
Adjustments to reconcile net income to cash generated by operating activities:
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||||||||||||
Expenses paid on the Company’s behalf by a related party
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- | 6,774 | 6,774 | |||||||||
Accretion expense – oil and gas property
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334 | 333 | 1,329 | |||||||||
Share based compensation
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10,000 | - | 10,000 | |||||||||
Interest on beneficial conversion
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30,749 | - | 30,749 | |||||||||
Changes in operating assets and liabilities:
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||||||||||||
Deposits and prepaid expenses
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(14,140 | ) | - | (20,640 | ) | |||||||
Accounts payable and accrued liabilities
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55,599 | 1,250 | 56,712 | |||||||||
Accrued interest - notes payable
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20,576 | - | 20,603 | |||||||||
Net cash used in operating activities
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(166,371 | ) | (10,233 | ) | (208,052 | ) | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES
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||||||||||||
Purchase of oil and gas leases
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(200,000 | ) | - | (215,000 | ) | |||||||
Capitalized exploration and development costs
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(23,079 | ) | - | (23,079 | ) | |||||||
Net cash used in investing activities
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(223,079 | ) | - | (238,079 | ) | |||||||
CASH FLOWS FROM FINANCING ACTIVITIES
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||||||||||||
Proceeds from notes payable to related party
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- | 1,500 | 6,500 | |||||||||
Proceeds from subscription receivable
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- | 5,000 | 5,000 | |||||||||
Issuance of common stock for cash
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- | 29,250 | 44,731 | |||||||||
Proceeds from convertible notes payable
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500,000 | - | 600,000 | |||||||||
Net cash provided by financing activities
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500,000 | 35,750 | 656,231 | |||||||||
Net increase in cash and cash equivalents
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110,550 | 25,517 | 210,100 | |||||||||
Cash and cash equivalents - beginning of period
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99,550 | 177 | - | |||||||||
Cash and cash equivalents - end of period
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$ | 210,100 | $ | 25,694 | $ | 210,100 | ||||||
Supplemental Cash Flow Disclosure:
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||||||||||||
Cash paid for interest
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$ | - | $ | - | $ | - | ||||||
Cash paid for income taxes
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$ | - | $ | - | $ | - | ||||||
Non-Cash Financing and Investing Activities
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||||||||||||
Stock issued in exchange for forgiveness of related party debt
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$ | - | $ | - | $ | 5,000 | ||||||
Stock subscription receivable
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$ | - | - | 5,000 | ||||||||
Capitalized asset retirement obligation
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$ | - | $ | - | $ | 5,226 | ||||||
Cancellation of common stock
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$ | 35,513 | $ | - | $ | 35,513 | ||||||
Beneficial conversion features on convertible notes payable
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$ | 194,725 | $ | - | $ | 194,725 |
·
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$60,000 by April 5, 2013 for the acquisition of seismic and other exploration data (requirement met);
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·
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$140,000 by April 30, 2013 for the reinterpretation of the seismic data as well as delineation and surveying of potential drill locations (requirement met);
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·
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Drilling of an additional horizontal well at an estimated expenditure of $5,000,000 by December 31, 2013 (no expenditures have occurred to date);
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·
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Drilling of a horizontal well at an estimated expenditure of $5,000,000 by June 30, 2014 (no expenditures have occurred to date); and
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·
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Drilling of an additional horizontal well at an estimated expenditure of $5,000,000 by December 31, 2014 (no expenditures have occurred to date).
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·
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Exercise the lease renewal option by December 20, 2013 with full payment of all leases;
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·
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Drilling of horizontal well at an estimated expenditure of $5,000,000 by June 30, 2014 (no expenditures have occurred to date);
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·
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Drilling of a second horizontal well at an estimated expenditure of $5,000,000 by December 31, 2014 (no expenditures have occurred to date); and
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·
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Drilling of an additional horizontal well at an estimated expenditure of $5,000,000 by June 30, 2016 (no expenditures have occurred to date).
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August 31, 2013
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February 28, 2013
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|||||||
Balance, beginning of period
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$
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5,059
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$
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4,392
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||||
Liabilities incurred
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--
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--
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||||||
Disposal
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--
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--
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||||||
Accretion expense
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334
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667
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||||||
Balance, end of year
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$
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5,393
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$
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5,059
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1.
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Summit West will release portions of the Milford Colony Oil and Gas Lease assigned to Summit West by Teton Resources.
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2.
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Summit West will exercise its option to extend those portions of the Milford Colony Oil and Gas Lease not released by Summit West.
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3.
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Norstra will negotiate new leases with Milford Colony for those lands released by
Summit West.
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1.
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The Farmout Agreements of March, 12, 2013 and May 6, 2013 between Summit West and Norstra shall be deemed to be satisfied. The State of Montana Oil and Gas Leases currently owned by Summit West shall be retained by Summit West and not assigned to Norstra.
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2.
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Norstra will no longer be obligated to issue 10,000,000 shares to Summit West.
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3.
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Norstra will instead issue 300,000 restricted shares of Norstra Energy, Inc.common stock,on or before 10/1/13, to Fred Taylor, President, Summit West Oil LLC, in exchange for Summit retaining the State of Montana Oil and Gas Leases. Additionally, Summit West will forfeit all royalty overrides on the Milford Colony leases.
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4.
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Summit will authorize a Change of Operator to Black Gold, LLC.
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·
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$60,000 by April 5, 2013 for the acquisition of seismic and other exploration data (requirement met);
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·
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$140,000 by April 30, 2013 for the reinterpretation of the seismic data as well as delineation and surveying of potential drill locations; (requirement met);
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·
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Drilling of an additional horizontal well at an estimated expenditure of $5,000,000 by December 31, 2013;
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·
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Drilling of a horizontal well at an estimated expenditure of $5,000,000 by June 30, 2014; and
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·
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Drilling of an additional horizontal well at an estimated expenditure of $5,000,000 by December 31, 2014.
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·
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Exercise the lease renewal option by December 20, 2013 with full payment of all or some of the lease tracts;
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·
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Drilling of horizontal well at an estimated expenditure of $5,000,000 by June 30, 2014;
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·
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Drilling of a second horizontal well at an estimated expenditure of $5,000,000 by December 31, 2014 (no expenditures have occurred to date);
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·
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Drilling of a third horizontal well at an estimated expenditure of $5,000,000 by June 30, 2016 (no expenditures have occurred to date).
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·
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Summit West will release portions of the Milford Colony Oil and Gas Lease assigned to Summit West by Teton Resources.
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·
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Summit West will exercise its option to extend those portions of the Milford Colony Oil and Gas Lease not released by Summit West.
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·
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Norstra will negotiate new leases with Milford Colony for those lands released by Summit West.
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·
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The Farmout Agreements of March 12, 2013 and June 6, 2013 between Summit West and Norstra shall be deemed to be satisfied.
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·
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The State of Montana Oil and Gas Leases currently owned by Summit West shall be retained by Summit West and not assigned to Norstra.
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·
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Norstra will no longer be obligated to issue 10,000,000 shares to Summit West pursuant to the June 6, 2013 agreement.
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·
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Norstra will instead issue 300,000 restricted common shares on or before October 1, 2013 to Fred Taylor, President, Summit West Oil LLC, in exchange for Summit retaining the State of Montana Oil and Gas Leases. Additionally, Summit West will forfeit all royalty overrides on the Milford Colony leases.
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·
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Summit will authorize a Change of Operator to Black Gold, LLC
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Three Months Ended
August 31,
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Six Months Ended
August 31,
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|||||||||||||||
2013
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2012
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2013
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2012
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|||||||||||||
General and administrative expenses
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$ | 93,124 | $ | 10,242 | $ | 145,912 | $ | 11,757 | ||||||||
Accretion expense
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$ | 167 | $ | 168 | $ | 334 | $ | 333 | ||||||||
Professional fees
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$ | 59,034 | $ | 1,250 | $ | 71,918 | $ | 6,500 | ||||||||
Interest expense
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$ | 41,549 | $ | Nil | $ | 51,325 | $ | Nil | ||||||||
Net Loss
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$ | ( 193,874 | $ | (11,660 | $ | (269,489 | $ | (18,590 |
August 31,
2013
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February 28,
2013
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|||||||
Current Assets
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$ | 230,740 | $ | 106,050 | ||||
Current Liabilities
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$ | 64,986 | $ | 9,387 | ||||
Working Capital
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$ | 165,754 | $ | 96,663 |
August 31,
2013
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August 31,
2012
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|||||||
Cash Flows from (used in) Operating Activities
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$ | (166,371 | ) | $ | (10,233 | ) | ||
Cash Flows from (used in) Investing Activities
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$ | (223,079 | ) | $Nil | ||||
Cash Flows from (used in) Financing Activities
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$ | 500,000 | $ | 35,750 | ||||
Net Increase (decrease) in Cash During Period
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$ | 110,550 | $ | 25,517 |
·
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$60,000 by April 5, 2013 for the acquisition of seismic and other exploration data (requirement met);
|
·
|
$140,000 by April 30, 2013 for the reinterpretation of the seismic data as well as delineation and surveying of potential drill locations; (requirement met);
|
·
|
Drilling of an additional horizontal well at an estimated expenditure of $5,000,000 by December 31, 2013 ;
|
·
|
Drilling of a horizontal well at an estimated expenditure of $5,000,000 by June 30, 2014; and
|
·
|
Drilling of an additional horizontal well at an estimated expenditure of $5,000,000 by December 31, 2014.
|
·
|
Exercise the lease renewal option by December 20, 2013 with full payment of all or some of the lease tracts;
|
·
|
Drilling of horizontal well at an estimated expenditure of $5,000,000 by June 30, 2014;
|
·
|
Drilling of a second horizontal well at an estimated expenditure of $5,000,000 by December 31, 2014 (no expenditures have occurred to date);
|
·
|
Drilling of a third horizontal well at an estimated expenditure of $5,000,000 by June 30, 2016 (no expenditures have occurred to date).
|
·
|
Summit West will release portions of the Milford Colony Oil and Gas Lease assigned to Summit West by Teton Resources.
|
·
|
Summit West will exercise its option to extend those portions of the Milford Colony Oil and Gas Lease not released by Summit West.
|
·
|
Norstra will negotiate new leases with Milford Colony for those lands released by Summit West.
|
·
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The Farmout Agreements of March 12, 2013 and June 6, 2013 between Summit West and Norstra shall be deemed to be satisfied.
|
·
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The State of Montana Oil and Gas Leases (which are the subject of the March 12, 2013 farmout agreement) currently owned by Summit West shall be retained by Summit West and not assigned to Norstra.
|
·
|
Norstra will no longer be obligated to issue 10,000,000 shares to Summit West pursuant to the June 6, 2013 agreement.
|
·
|
Norstra will instead issue 300,000 restricted common shares on or before October 1, 2013 to Fred Taylor, President, Summit West Oil LLC, in exchange for Summit retaining the State of Montana Oil and Gas Leases. Additionally, Summit West will forfeit all royalty overrides on the Milford Colony leases.
|
·
|
Summit will authorize a Change of Operator to Black Gold, LLC
|
Exhibit Number
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Description of Exhibit
|
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(3)
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Articles of Incorporation and Bylaws
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3.01
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Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on April 30, 2012)
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3.02
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Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on April 30, 2012)
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3.03
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Certificate of Amendment (incorporated by reference to our Registration Statement on Form S-1 filed on April 30, 2012)
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3.04
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Certificate of Change (incorporated by reference to our Registration Statement on Form S-1 filed on April 30, 2012)
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3.05
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Certificate of Amendment (incorporated by reference to our Current Report on Form 8-K filed on March 5, 2013)
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(10)
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Material Contracts
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10.1
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Oil and Gas Lease Assignment dated February 15, 2012 between our company and Keta Oil and Gas Inc. (incorporated by reference to our Registration Statement on Form S-1 filed on April 30, 2012)
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Exhibit Number
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Description of Exhibit
|
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10.2
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Oil and Gas Lease dated January 15, 2012 between Harry Mark Milford and Keta Oil and Gas Inc. (incorporated by reference to our Registration Statement on Form S-1/A filed on June 28, 2012)
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10.3
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Subscription Agreement dated February 27, 2013 between our company and Jackson Bennett LLC (incorporated by reference to our Current Report on Form 8-K filed on March 5, 2013)
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10.4
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Farmout Agreement dated March 12, 2013 between our company and Summit West Oil, LLC (incorporated by reference to our Current Report on Form 8-K filed on March 18, 2013)
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10.5
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Consulting Agreement dated March 1, 2013 between our company and Glen Landry (incorporated by reference to our Current Report on Form 8-K filed on March 18, 2013)
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10.6
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Consulting Agreement dated March 1, 2013 between our company and Dallas Kerkenezov (incorporated by reference to our Current Report on Form 8-K filed on March 18, 2013)
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10.7
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Subscription Agreement dated April 5, 2013 between our company and Jackson Bennett LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on July 22, 2013)
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10.8
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Subscription Agreement dated April 25, 2013 between our company and Jackson Bennett LLC (incorporated by reference to our Current Report on Form 8-K filed on May 7, 2013)
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10.9
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Subscription Agreement dated May 15, 2013 between our company and Jackson Bennett LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on July 22, 2013)
|
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10.10
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Subscription Agreement dated May 29, 2013 between our company and Jackson Bennett LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on July 22, 2013)
|
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10.11
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Farmout Agreement dated June 6, 2013 between our company and Summit West Oil, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on July 22, 2013)
|
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10.12
|
Subscription Agreement dated July 30, 2013 between our company and Jackson Bennett, LLC
(incorporated by reference to our Quarterly Report on Form 10-Q filed on October 4, 2013)
|
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10.13
|
Letter of Understanding and Agreement with Summit West Oil, LLC dated September 20, 20123*
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(14)
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Code of Ethics
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14.1
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Code of Ethics (incorporated by reference to our Annual Report on Form 10-K filed on June 7, 2013)
|
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(31)
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Rule 13a-14(a) / 15d-14(a) Certifications
|
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31.1*
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Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
|
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31.2*
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Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer.
|
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(32)
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Section 1350 Certifications
|
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32.1*
|
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
|
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32.2*
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Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer
|
|
101
|
Interactive Data File
|
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101**
|
Interactive Data File (Form 10-K for the year ended February 28, 2013 furnished in XBRL).
|
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101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
|
XBRL Instance Document
XBRL Taxonomy Extension Schema Document
XBRL Taxonomy Extension Calculation Linkbase Document
XBRL Taxonomy Extension Definition Linkbase Document
XBRL Taxonomy Extension Label Linkbase Document
XBRL Taxonomy Extension Presentation Linkbase Document
|
**
|
Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under these sections.
|
NORSTRA ENERGY INC.
|
|
Date: October 21, 2013
|
/s/ Glen Landry |
Glen Landry
|
|
President, Chief Executive Officer, Secretary, Treasurer
and Director
|
|
(Principal Executive Officer)
|
|
Date: October 21, 2013
|
/s/ Dallas Kerkenezov |
Dallas Kerkenezov
|
|
Chief Financial Officer
|
|
(Principal Financial Officer and Principal Accounting
Officer)
|
1 Year Norstra Energy (CE) Chart |
1 Month Norstra Energy (CE) Chart |
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