UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

[X]

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

For the quarterly period ended

May 31, 2013

[ ]

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File Number

333-181042

NORSTRA ENERGY INC.

(Exact name of registrant as specified in its charter)

Nevada

27-1833279

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)

2860 Exchange Boulevard, Suite 400, South Lake TX

76092

(Address of principal executive offices)

(Zip Code)

(888) 474-8077

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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.

[X]

YES

[ ]

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).

[X]

YES

[ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

[ ]

Accelerated filer

[ ]

Non-accelerated filer

[ ]

(Do not check if a smaller reporting company)

Smaller reporting company

[X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act

[ ]

YES

[X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCYPROCEEDINGS DURING THE PRECEDING FIVE YEARS Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.

[ ]

YES

[ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

38,250,000 common shares issued and outstanding as of July 10, 2013.

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 31, 2013

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _________________

Commission File Number 333-181042

NORSTRA ENERGY INC.

(Exact name of registrant as specified in its charter)

Nevada		27-1833279
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

1048 West 11th, Spokane, WA		99204
(Address of principal executive offices)		(Zip Code)

(888) 474-8077

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ]	Smaller reporting company [X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) [ ] YES [X] NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. [ ] YES [ ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

38,250,000 common shares issued and outstanding as of October18, 2013.

NORSTRA ENERGY INC.

Form 10-Q

PART I - FINANCIAL INFORMATION		3
Item 1.	Financial Statements	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	12
Item 4.	Controls and Procedures	12
PART II - OTHER INFORMATION		13
Item 1.	Legal Proceedings	13
Item 1A.	Risk Factors	13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3.	Defaults Upon Senior Securities	13
Item 4.	Mining Safety Disclosures	13
Item 5.	Other Information	13
Item 6.	Exhibits	14
SIGNATURES		16

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements	3

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	15

Item 3. Quantitative and Qualitative Disclosures About Market Risk	24

Item 4. Controls and Procedures	24

PART II - OTHER INFORMATION

Item 1. Legal Proceedings	25

Item 1A. Risk Factors	25

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	25

Item 3. Defaults Upon Senior Securities	25

Item 4. Mining Safety Disclosures	25

Item 5. Other Information	25

Item 6. Exhibits	25

SIGNATURES	27

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Our unaudited interim financial statements for the three and six month ~~period~~periods ended ~~May~~August 31, 2013 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

NORSTRA ENERGY, INC.

(An Exploration Stage Company)

INDEX TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

From Inception on November 12, 2010 through ~~May~~August 31, 2013

	Page
Condensed Balance Sheets	~~F-1~~4
Condensed Statements of Operations	~~F-2~~5
Condensed Statements of Cash Flows	~~F-3~~6
Notes to the Condensed Financial Statements	~~F-4~~7

~~_______________________________________~~3

3Norstra Energy Inc.

~~Norstra~~(An ~~Energy~~Exploration ~~Inc.~~Stage Company)

~~(An~~Condensed ~~Exploration~~Balance ~~Stage Company)~~Sheets

Condensed Balance Sheets

	August 31, 2013			February 28, 2013
	(Unaudited)
ASSETS

Current Assets
Cash	$	210,100		$	99,550
Deposits and prepaid expenses		20,640			6,500
Total Current Assets		230,740			106,050

Other Assets
Oil and gas properties, unproved (full cost method)		242,143			19,064
Total Other Assets		242,143			19,064

TOTAL ASSETS	$	472,883		$	125,114


LIABILITIES AND STOCKHOLDERS’ EQUTIY (DEFICIT)

LIABILITIES

Current Liabilities
Accounts payable and accrued liabilities	$	56,712		$	1,113
Due to shareholder		8,274			8,274
Total Current Liabilities		64,986			9,387

Long Term Liabilities
Asset retirement obligations		5,393			5,059
Convertible notes payable, net		436,024			100,000
Accrued interest – notes payable		20,603			27
Total Long Term Liabilities		462,020			105,086

TOTAL LIABILITIES		527,006			114,473

STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, par value $0.001, 50,000,000 preferred shares authorized, 1,000,000 and nil shares issued and outstanding, respectively		1,000			-
Common Stock, par value $0.001, 150,000,000 shares authorized, 38,250,000 and 73,763,100 shares issued and outstanding, respectively		38,250			73,763
Additional paid-in capital		220,206			(19,032	)
Deficit accumulated during the exploration stage		(313,579	)		(44,090	)
Total Stockholders’ Equity (Deficit)		(54,123	)		10,641

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	472,883		$	125,114

		May 31, 2013		February 28, 2013
ASSETS		(Unaudited)
Current Assets
Cash	$	323,055	$	99,550
Deposits and prepaid expenses		27,761		6,500
Total Current Assets		350,816		106,050
Other Assets
Oil and gas properties, unproved (full cost method)		219,064		19,064
Total Other Assets		219,064		19,064
TOTAL ASSETS	$	569,880	$	125,114
LIABILITIES AND STOCKHOLDERS’ EQUTIY
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities	$	1,550	$	1,113
Due to shareholder		8,274		8,274
Total Current Liabilities		9,824		9,387
Long Term Liabilities
Asset retirement obligation		5,226		5,059
Convertible notes payable, net		411,259		100,000
Accrued interest – notes payable		3,819		27
Total Long Term Liabilities		420,304		105,086
TOTAL LIABILITIES		430,128		114,473
STOCKHOLDERS’ EQUITY
Preferred stock, par value $0.001, 50,000,000 preferred shares authorized, 1,000,000 and nil shares issued and outstanding, respectively		1,000		-
Common Stock, par value $0.001, 150,000,000 shares authorized, 38,250,000 and 73,763,100 shares issued and outstanding, respectively		38,250		73,763
Additional paid-in capital		220,206		(19,032)
Deficit accumulated during the exploration stage		(119,704)		(44,090)
Total Stockholders’ Equity		139,752		10,641
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	569,880	$	125,114

The accompanying notes are an integral part of these condensed financial statements.

~~The accompanying notes are an integral part of these condensed financial statements.~~4

~~F-1~~Norstra Energy Inc.

~~Norstra~~(An ~~Energy~~Exploration ~~Inc.~~Stage Company)

~~(An~~Condensed ~~Exploration~~Statements ~~Stage~~of ~~Company)~~Operations

~~Condensed Statements of Operations~~(Unaudited)

(Unaudited)

	Three Months Ended August 31,						Six Months Ended August 31,						Cumulative From Inception (November 12, 2010) to August 31,
	2013			2012			2013			2012			2013

REVENUES:	$	-		$	-		$	-		$	-		$	-

OPERATING EXPENSES:
General and administrative		93,124			10,242			145,912			11,757			175,118
Accretion expense		167			168			334			333			1,328
Professional fees		59,034			1,250			71,918			6,500			85,781
Total Operating Expenses		152,325			11,660			218,164			18,590			262,227

OTHER EXPENSES
Interest expense		(41,549	)		-			(51,325	)		-			(51,352	)

NET LOSS	$	(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

	Three Months Ended May 31,				Cumulative From Inception (November 12, 2010) to May 31,
	2013		2012		2013
REVENUES:	$	-	$	-	$	-
OPERATING EXPENSES:
General and administrative		52,787		1,514		81,993
Accretion expense		167		166		1,161
Professional fees		12,884		5,250		26,747
Total Operating Expenses		65,838		6,930		109,901
OTHER EXPENSES
Interest expense		(9,776)		-		(9,803)
NET LOSS	$	(75,614)	$	(6,930)	$	(119,704)
Basic and Diluted Loss per Common Share	$	(0.00)	$	(0.00)
Basic Weighted Average Number of Common Shares Outstanding		42,496,132		40,513,100

The accompanying notes are an integral part of these condensed financial statements.

~~The accompanying notes are an integral part of these condensed financial statements.~~5

~~F-2~~Norstra Energy Inc.

~~Norstra~~(An ~~Energy~~Exploration ~~Inc.~~Stage Company)

~~(An~~Condensed ~~Exploration~~Statements ~~Stage~~of ~~Company)~~Cash Flows

~~Condensed Statements of Cash Flows~~(Unaudited)

(Unaudited)

	For the Six Months Ended August 31,						Cumulative From Inception (November 12, 2010) to August 31,
	2013			2012			2013

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(269,489	)	$	(18,590	)	$	(313,579	)
Adjustments to reconcile net income to cash generated by operating activities:
Expenses paid on the Company’s behalf by a related party		-			6,774			6,774
Accretion expense – oil and gas property		334			333			1,329
Share based compensation		10,000			-			10,000
Interest on beneficial conversion		30,749			-			30,749
Changes in operating assets and liabilities:
Deposits and prepaid expenses		(14,140	)		-			(20,640	)
Accounts payable and accrued liabilities		55,599			1,250			56,712
Accrued interest - notes payable		20,576			-			20,603
Net cash used in operating activities		(166,371	)		(10,233	)		(208,052	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of oil and gas leases		(200,000	)		-			(215,000	)
Capitalized exploration and development costs		(23,079	)		-			(23,079	)
Net cash used in investing activities		(223,079	)		-			(238,079	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable to related party		-			1,500			6,500
Proceeds from subscription receivable		-			5,000			5,000
Issuance of common stock for cash		-			29,250			44,731
Proceeds from convertible notes payable		500,000			-			600,000
Net cash provided by financing activities		500,000			35,750			656,231

Net increase in cash and cash equivalents		110,550			25,517			210,100

Cash and cash equivalents - beginning of period		99,550			177			-

Cash and cash equivalents - end of period	$	210,100		$	25,694		$	210,100

Supplemental Cash Flow Disclosure:
Cash paid for interest	$	-		$	-		$	-
Cash paid for income taxes	$	-		$	-		$	-

Non-Cash Financing and Investing Activities
Stock issued in exchange for forgiveness of related party debt	$	-		$	-		$	5,000
Stock subscription receivable	$	-			-			5,000
Capitalized asset retirement obligation	$	-		$	-		$	5,226
Cancellation of common stock	$	35,513		$	-		$	35,513
Beneficial conversion features on convertible notes payable	$	194,725		$	-		$	194,725

	Three Months Ended May 31,				Cumulative From Inception (November 12, 2010) to May 31,
	2013		2012		2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(75,614)	$	(6,930)	$	(119,704)
Adjustments to reconcile net income to cash generated by operating activities:
Expenses paid on the Company’s behalf by a related party		-		6,774		6,774
Accretion expense – oil and gas property		167		166		1,162
Share based compensation		10,000		-		10,000
Interest on beneficial conversion		5,984		-		5,984
Changes in operating assets and liabilities:
Deposits and prepaid expenses		(21,261)		-		(27,761)
Accounts payable and accrued liabilities		437		-		1,550
Accrued interest - notes payable		3,792		-		3,819
Net cash provided by (used in) operating activities		(76,495)		10		(118,176)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of oil and gas leases		(200,000)		-		(215,000)
Net cash provided by (used in) investing activities		(200,000)		-		(215,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable to related party		-		-		6,500
Proceeds from subscription receivable		-		-		5,000
Issuance of common stock for cash		-		-		44,731
Proceeds from convertible notes payable		500,000		-		600,000
Net cash provided by (used in) financing activities		500,000		-		656,231
Net increase (decrease) in cash and cash equivalents		223,505		10		323,055
Cash and cash equivalents - beginning of period		99,550		177		-
Cash and cash equivalents - end of period	$	323,055	$	187	$	323,055
Supplemental Cash Flow Disclosure:
Cash paid for interest	$	-	$	-	$	-
Cash paid for income taxes	$	-	$	-	$	-
Non-Cash Financing and Investing Activities
Stock issued in exchange for forgiveness of related party debt	$	-	$	-	$	5,000
Stock subscription receivable	$	-		-		5,000
Capitalized asset retirement obligation	$	-	$	-	$	5,226
Cancellation of common stock	$	35,513	$	-	$	35,513
Beneficial conversion features on convertible notes payable	$	194,725	$	-	$	194,725
The accompanying notes are an integral part of these condensed financials.

The accompanying notes are an integral part of these condensed financial statements.

~~F-3~~6

Norstra Energy Inc.

(An Exploration Stage Company)

Notes to Condensed Financial Statements

~~May~~August 31, 2013

(Unaudited)

NOTE 1. ORGANIZATION AND BUSINESS OPERATIONS

NORSTRA ENERGY INC. (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on November 12, 2010. The Company is in the exploration stage as defined under Accounting Standards Codification (“ASC”) 915 and it intends to engage in the exploration and development of oil and gas properties.

The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise. For the period from inception, November 12, 2010 through ~~May~~August 31, 2013 the Company has accumulated losses of $~~118~~313,~~204~~579.

On March 30, 2012, the Company approved a 2:1 forward split of the Company’s stock. Following this split, the Company’s authorized capital increased to 150,000,000 common shares with a par value of $0.001 per share and the outstanding shares of the Company’s capital stock has since increased to 38,250,000. The effect of this forward split has been retroactively applied to the common stock balances ~~at February 29, 2012,~~ and reflected in all common stock activity reflected in these financial statements since that time.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US ~~dollars~~Dollars. The Company's fiscal year end is February 28.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. The Company had $~~323~~210,~~055~~100 and $99,550 of cash and cash equivalents at ~~May~~August 31, 2013 and February 28, 2013, respectively.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Financial Instruments

The carrying value of the Company’s financial instruments approximates their fair value because of the short maturity of these instruments.

~~F-4~~7

Stock-based Compensation

Stock-based compensation is accounted for at fair value in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718). To date, the Company has not adopted a stock option plan and has not granted any stock options.

Income Taxes

Income taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

Basic and Diluted Net Loss per Share

The Company computes net loss per share in accordance with ASC 260,"Earnings per Share". ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement.

Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive. At ~~May~~ August 31, 2013 and 2012, 6,511,837 and 0 potentially dilutive shares, respectively, were issued or outstanding.

Recent Accounting Pronouncements

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB ASC is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company's present or future consolidated financial statements.

Oil and Gas Properties

The Company uses the full cost method of accounting for oil and natural gas properties. Under this method, all acquisition, exploration and development costs, including certain payroll, asset retirement costs, other internal costs, and interest incurred for the purpose of finding oil and natural gas reserves, are capitalized. Internal costs that are capitalized are directly attributable to acquisition, exploration and development activities and do not include costs related to production, general corporate overhead or similar activities. Costs associated with production and general corporate activities are expensed in the period incurred. Proceeds from the sale of oil and natural gas properties are applied to reduce the capitalized costs of oil and natural gas properties unless the sale would significantly alter the relationship between capitalized costs and proved reserves, in which case a gain or loss is recognized.

Capitalized costs associated with impaired properties and capitalized costs related to properties having proved reserves, plus the estimated future development costs, and asset retirement costs under ASC 410 “Asset Retirement and Environmental Obligations”, are amortized using the unit-of-production method based on proved reserves. Capitalized costs of oil and natural gas properties, net of accumulated amortization and deferred income taxes, are limited to the total of estimated future net cash flows from proved oil and natural gas reserves, discounted at ten percent, plus the cost of unevaluated properties.

~~F-5~~8

There are many factors, including global events that may influence the production, processing, marketing and price of oil and natural gas. A reduction in the valuation of oil and natural gas properties resulting from declining prices or production could adversely impact depletion rates and capitalized cost limitations. Capitalized costs associated with properties that have not been evaluated through drilling or seismic analysis, including exploration wells in progress at August 31, 2013, are excluded from the unit-of-production amortization. Exclusions are adjusted annually based on drilling results and interpretative analysis.

~~There~~Revenue ~~are~~recognition: Sales ~~many~~of ~~factors,~~oil ~~including~~and ~~global~~natural ~~events~~gas ~~that~~properties ~~may influence~~are ~~the~~accounted ~~production,~~for ~~processing,~~as ~~marketing~~adjustments ~~and~~to ~~price~~the ofnet ~~oil~~full ~~and~~cost ~~natural gas.~~pool Awith ~~reduction~~no ingain ~~the~~or ~~valuation~~loss ofrecognized, ~~oil~~unless ~~and~~the ~~natural~~adjustment ~~gas~~would ~~properties~~significantly ~~resulting from~~alter ~~declining~~the ~~prices~~relationship orbetween ~~production~~capitalized ~~could~~costs ~~adversely impact depletion rates~~ and ~~capitalized~~ ~~cost~~proved ~~limitations~~reserves. ~~Capitalized~~If ~~costs~~it ~~associated~~is ~~with~~determined ~~properties~~ that ~~have~~ ~~not~~the ~~been~~relationship ~~evaluated~~is ~~through~~significantly ~~drilling or seismic analysis~~altered, ~~including exploration~~the ~~wells~~corresponding ingain ~~progress~~or atloss ~~May~~will ~~31,~~be ~~2013,~~recognized ~~are~~in ~~excluded~~the ~~from~~statements ~~the unit-~~of~~-production~~ ~~amortization~~operations. Costs ~~Exclusions~~of ~~are~~oil ~~adjusted~~and ~~annually~~gas ~~based~~properties ~~on drilling~~are ~~results~~amortized ~~and~~using ~~interpretative~~the ~~analysis~~units of production method.

~~Revenue~~Ceiling ~~recognition~~test: ~~Sales~~ Under the full-cost method of accounting, the net book value of oil and ~~natural~~ gas properties, ~~are~~less ~~accounted~~related ~~for~~deferred asincome ~~adjustments~~taxes, tomay not exceed a calculated “ceiling.” The ceiling limitation is the estimated after-tax future net ~~full~~cash ~~cost~~flows ~~pool~~from ~~with~~proved ~~no gain~~oil orand ~~loss~~gas ~~recognized~~reserves, ~~unless~~discounted ~~the~~at ~~adjustment~~10 ~~would~~percent ~~significantly~~per ~~alter~~annum ~~the relationship~~and ~~between~~adjusted ~~capitalized~~for ~~costs~~cash ~~and~~flow ~~proved~~hedges. ~~reserves~~Estimated future net cash flows exclude future cash outflows associated with settling accrued asset retirement obligations. IfThe itCompany ishas ~~determined that~~adopted U.S. Securities and Exchange Commission (“SEC”) Release 33-8995 and the ~~relationship~~amendments isto ~~significantly~~ASC ~~altered~~932, “Extractive Industries — Oil and Gas” (the ~~corresponding~~Modernization ~~gain~~Rules). orUnder ~~loss will~~the beModernization ~~recognized~~Rules, estimated future net cash flows are calculated using end-of-period costs and an unweighted arithmetic average of commodity prices in effect on the ~~statements~~first day of ~~operations. Costs~~each of ~~oil~~the ~~and~~previous ~~gas properties~~12 ~~are~~months, ~~amortized~~held ~~using~~flat for the ~~units~~life of the production, ~~method.~~except where prices are defined by contractual arrangements.

~~Ceiling~~Any ~~test:~~excess ~~Under the full-cost method~~ of ~~accounting,~~ the net book value of proved oil and gas properties, less related deferred income taxes, ~~may~~over ~~not~~the ~~exceed a calculated “~~ceiling.” ~~The ceiling limitation~~ is ~~the estimated~~charged ~~after-tax~~to ~~future~~expense ~~net~~and ~~cash~~reflected ~~flows~~as ~~from~~additional ~~proved oil and gas reserves~~depletion, ~~discounted~~ atdepreciation ~~10 percent per annum~~ and ~~adjusted~~amortization ~~for~~expense cash flow hedges. Estimated future net cash flows exclude future cash outflows associated with settling accrued asset retirement obligations. The Company has adopted U.S. Securities and Exchange Commission (“~~SEC~~DD&A”) ~~Release~~in ~~33-8995 and~~ the ~~amendments~~accompanying tostatement ~~ASC~~of ~~932, “Extractive Industries — Oil and Gas” (the Modernization Rules)~~operations. ~~Under~~Such ~~the Modernization~~limitations ~~Rules, estimated future net cash flows~~ are ~~calculated~~tested ~~using end-of-period~~quarterly. ~~costs~~As ~~and an unweighted arithmetic average~~ of ~~commodity~~August ~~prices~~31, ~~in effect~~2013 onand ~~the~~February ~~first~~28, ~~day of each of the previous 12 months~~2013, ~~held~~capitalized ~~flat~~costs ~~for~~did ~~the life~~not ofexceed the ~~production~~ceiling limitation, ~~except~~and ~~where~~no ~~prices~~write-down ~~are~~was ~~defined by contractual arrangements~~indicated.

~~Any~~The ~~excess~~Company ofperiodically ~~the~~assesses ~~net~~for ~~book~~impairment ~~value of proved oil~~ and ~~gas properties,~~no ~~less~~indication ~~related deferred income taxes, over the ceiling is charged to expense and reflected as additional depletion, depreciation and amortization expense (“DD&A”) in the accompanying statement~~ of ~~operations.~~impairment ~~Such limitations~~existed ~~are~~at ~~tested~~August ~~quarterly. As of May~~ 31, 2013 and February 28, 2013~~, capitalized costs did not exceed the ceiling limitation, and no write-down was indicated~~.

The ~~Company~~amount ~~periodically~~of ~~assesses~~capitalized costs for ~~impairment~~the Reno County, Kansas lease at August 31, 2013 and ~~no indication~~February 28, 2013 is $19,064. The amount of ~~impairment~~capitalized ~~existed~~costs for the South Sun River Bakken Prospect at ~~May~~August 31, 2013 and ~~May~~February 3128, ~~2012~~2013 is $223,079 and nil, respectively.

~~The~~Asset ~~amount~~Retirement of capitalized costs for the Reno County, Kansas lease at May 31, 2013 and February 28, 2013 is $19,064, respectively. The amount of capitalized costs for the South Sun River Bakken Prospect at May 31, 2013 and February 28, 2013 is $200,000 and nil, respectively.Obligations

~~Asset~~The ~~Retirement~~Company ~~Obligations~~records the fair value of a liability for an asset retirement obligation in the period in which it is incurred and a corresponding increase in the carrying amount of the related long-lived asset. The liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. If the liability is settled for an amount other than the recorded amount, a gain or loss is recognized.

~~The~~NOTE Company records the fair value of a liability for an asset retirement obligation in the period in which it is incurred and a corresponding increase in the carrying amount of the related long-lived asset3. ~~The~~ ~~liability~~GOING isCONCERN ~~accreted~~AND toLIQUIDITY its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. If the liability is settled for an amount other than the recorded amount, a gain or loss is recognized.CONSIDERATIONS

~~NOTE~~The 3accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. ~~GOING~~ As ~~CONCERN~~at ~~AND LIQUIDITY CONSIDERATIONS~~ August 31, 2013, the Company had a loss from operations, for the six months ended of $269,489, an accumulated deficit of $313,579, and working capital of $165,754 and has earned no revenues since inception. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As at May 31, 2013, the Company had a loss from operations, for the three months ended of $75,614, an accumulated deficit of $119,704, and working capital of $340,992 and has earned no revenues since inception. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern.9

~~F-6~~The Company depends upon capital to be derived from future financing activities such as subsequent offerings of its common stock or debt financing in order to operate and grow the business. There can be no assurance that the Company will be successful in raising such capital and are not limited to, acceptance of the Company's business plan, the ability to raise capital in the future, the ability to expand its customer base, and the ability to hire key employees to provide services. There may be other risks and circumstances that management may be unable to predict.

The ~~Company~~financial ~~depends~~statements ~~upon~~do ~~capital~~not toinclude beany ~~derived~~adjustments ~~from future financing activities such as subsequent offerings of its common stock or debt financing in order~~ to ~~operate~~reflect ~~and grow~~ the ~~business.~~possible ~~There~~future ~~can~~effects beon ~~no assurance that~~ the ~~Company~~recoverability ~~will~~and beclassification ~~successful~~of inassets ~~raising~~or ~~such~~the ~~capital~~amounts and ~~are~~classification ~~not limited to, acceptance~~ of ~~the~~liabilities ~~Company's~~that ~~business~~may ~~plan,~~result ~~the~~from ~~ability to raise capital in~~ the ~~future,~~possible ~~the~~inability ~~ability~~of ~~to expand its customer base, and~~ the ~~ability~~Company to ~~hire~~continue ~~key~~as ~~employees~~a togoing ~~provide services~~concern. ~~There may be other risks and circumstances that management may be unable to predict.~~

~~The~~NOTE ~~financial~~4. ~~statements~~CAPITAL do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.STOCK

~~NOTE~~Authorized ~~4. CAPITAL STOCK~~Stock

~~Authorized~~The ~~Stock~~Company has authorized 150,000,000 common shares and 50,000 preferred shares, both with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

~~The~~Share Company has authorized 150,000,000 common shares and 50,000 preferred shares, both with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.Issuance

~~Share~~Preferred ~~Issuance~~Shares

~~Preferred~~On ~~Shares~~March 12, 2013 the Company issued 1,000,000 shares of preferred stock to an officer and director of the Company at a price of $0.01 as part of a consulting agreement.

OnThere ~~March~~were ~~12, 2013 the Company issued~~ 1,000,000 ~~shares~~and ofnil preferred ~~stock~~shares toissued ~~an officer~~ and ~~director~~outstanding ~~of the Company~~ at aAugust ~~price~~31, of2013 ~~$0.01~~and asFebruary ~~part~~28, of2013, ~~a consulting agreement~~respectively.

~~There~~Common ~~were 1,000,000 and nil preferred shares issued and outstanding at May 31, 2013 and February 28, 2013, respectively.~~Shares

~~Common~~In ~~Shares~~March 2012, the Company increased its authorized capital from 75,000,000 common shares to 150,000,000 common shares with a par value of $0.001 per share. The Company also authorized a stock split on a one (1) old for two (2) new basis retroactive to inception.

In ~~March~~February 2012, the Company ~~increased~~issued ~~its~~20,513,000 ~~authorized~~shares ~~capital~~of ~~from~~common 75stock for cash proceeds of $10,257. During the same month, the Company also issued 10,000,000 shares of common ~~shares~~stock tofor ~~150~~debt of $5,000 and 10,000,000 shares of common ~~shares~~stock ~~with~~for astock ~~par~~subscriptions ~~value~~receivable of $05,000.~~001~~ ~~per~~In ~~share~~August 2012 the payment was received for the subscriptions receivable. ~~The~~ ~~Company~~In ~~also~~July ~~authorized~~and aAugust ~~stock~~of ~~split~~2012, on31,250,000 shares were issued at a ~~one~~price ~~(1)~~of ~~old~~$0.001 for ~~two~~cash (proceeds of $31,250. In September of 2012, 2),000,000 ~~new~~shares ~~basis~~were ~~retroactive~~issued toat ~~inception~~a price of $0.001 for cash proceeds of $2,000.

InOn ~~February~~March ~~2012~~12, ~~the Company issued 20~~2013,~~513,000~~ ~~shares of common stock for cash proceeds of $10,257. During~~ the ~~same month, the~~ Company ~~also~~cancelled ~~issued 10~~35,~~000~~513,~~000~~100 ~~shares of~~ common ~~stock for debt of $5,000 and 10,000,000~~ shares of ~~common~~a ~~stock~~current ~~for~~officer ~~stock subscriptions receivable of $5,000. In August 2012 the payment was received for the subscriptions receivable. In July~~ and ~~August of 2012, 31,250,000 shares were issued at~~ a ~~price~~former ofdirector ~~$0.001 for cash proceeds~~ of ~~$31,250. In~~the ~~September of 2012, 2,000,000 shares were issued at a price of $0~~Company.~~001 for cash proceeds of $2,000.~~

OnThere ~~March~~were 1238, ~~2013~~250,000 ~~the~~and ~~Company cancelled 35~~73,~~513~~763,100 common shares ofissued aand ~~current~~outstanding ~~officer~~at ~~and~~August a31, ~~former~~2013 ~~director~~and ofFebruary ~~the~~28, ~~Company~~2013, respectively.

~~There were 38,250,000 and 73,763,100 common shares issued and outstanding at May 31, 2013 and February 28, 2013, respectively.~~ 10

~~F-7~~NOTE 5. DUE TO RELATED PARTY

~~NOTE~~On February 23, 2012, an officer and director loaned the Company $5,000. ~~DUE~~ On TOFebruary ~~RELATED~~25, ~~PARTY~~2012 the company issued 10,000,000 shares of common stock in extinguishment of the shareholder liability at $0.001 per share.

OnDuring the year ended February 2328, ~~2012~~2013, an officer and director ~~loaned~~of the Company paid operating expenses on behalf of the Company amounting to $56,~~000~~774. On ~~February~~The ~~25,~~same ~~2012~~officer and director also loaned the ~~company~~Company ~~issued~~$1,500. The 10resulting shareholder payable balance of $8,~~000~~274 at August 31,~~000~~ ~~shares~~2013 ofand ~~common~~February ~~stock~~28, in2013 ~~extinguishment~~respectively ofis ~~the~~unsecured, ~~shareholder~~due ~~liability~~on atdemand ~~$0.001~~and ~~per~~is ~~share~~non-interest bearing.

~~During~~NOTE ~~the year ended February 28, 2013, an officer and director of the Company paid operating expenses on behalf of the Company amounting to $~~6~~,774~~. ~~The~~CONVERTIBLE ~~same~~NOTES officer and director also loaned the Company $1,500. The resulting shareholder payable balance of $8,274 at May 31, 2013 and February 28, 2013 respectively is unsecured, due on demand and is non-interest bearing.PAYABLE

~~NOTE~~Effective 6February 27, 2013, the company entered into a secured promissory note in an aggregate principal amount of $100,000 pursuant to the terms of a subscription. ~~CONVERTIBLE~~ The ~~NOTES~~Note ~~PAYABLE~~bears interest at an annual rate of 10%, which is to be paid with principal in full on the maturity date of February 27, 2015. The principal amount of the Note together with interest may be converted into shares of our common stock, at the option of the holder, at a conversion price of $0.25 per share.

Effective ~~February~~April 275, 2013, the company entered into a secured promissory note in an aggregate principal amount of $~~100~~50,000 pursuant to the terms of a subscription. The Note bears interest at an annual rate of 10%, which is to be paid with principal in full on the maturity date of ~~February~~April 275, 2015. The principal amount of the Note together with interest may be converted into shares of our common stock, at the option of the holder, at a conversion price of $0.2530 per share. The amount of the discount upon issuance of the note was 36,667 and the amount amortized during the six month period ended August 31, 2013 was $7,434.

Effective April 525, 2013, the company entered into a secured promissory note in an aggregate principal amount of $50180,000 pursuant to the terms of a subscription. The Note bears interest at an annual rate of 10%, which is to be paid with principal in full on the maturity date of April 525, 2015. The principal amount of the Note together with interest may be converted into shares of our common stock, at the option of the holder, at a conversion price of $0.3050 per share. The amount of the discount upon issuance of the note was 3646,~~667~~800 and the amount amortized during the six month period ended ~~May~~August 31, 2013 was $28,~~813~~206.

Effective ~~April~~May 2515, 2013, the company entered into a secured promissory note in an aggregate principal amount of $~~180~~100,000 pursuant to the terms of a subscription. The Note bears interest at an annual rate of 10%, which is to be paid with principal in full on the maturity date of ~~April~~May 2515, 2015. The principal amount of the Note together with interest may be converted into shares of our common stock, at the option of the holder, at a conversion price of $0.5055 per share. The amount of the discount upon issuance of the note was 4929,~~800~~091 and the amount amortized during the six month period ended ~~May~~August 31, 2013 was $24,~~308~~304.

Effective May 1529, 2013, the company entered into a secured promissory note in an aggregate principal amount of $~~100~~170,000 pursuant to the terms of a subscription. The Note bears interest at an annual rate of 10%, which is to be paid with principal in full on the maturity date of May 1529, 2015. The principal amount of the Note together with interest may be converted into shares of our common stock, at the option of the holder, at a conversion price of $0.5560 per share. The amount of the discount upon issuance of the note was 4982,~~800~~167 and the amount amortized during the six month period ended ~~May~~August 31, 2013 was $210,~~308~~805.

~~Effective~~NOTE ~~May 29, 2013, the company entered into a secured promissory note in an aggregate principal amount of $170,000 pursuant to the terms of a subscription~~7. ~~The~~ ~~Note~~OIL ~~bears~~AND ~~interest~~MINERAL at an annual rate of 10%, which is to be paid with principal in full on the maturity date of May 29, 2015. The principal amount of the Note together with interest may be converted into shares of our common stock, at the option of the holder, at a conversion price of $0.60 per share. The amount of the discount upon issuance of the note was 29,091 and the amount amortized during the period ended May 31, 2013 was $638.LEASES

~~NOTE~~On 7February 1, 2011, the Company entered into an agreement with an unrelated third-party entity to purchase a 100% working interest and an 80% net revenue interest in an oil and mineral lease in Reno County, Kansas. ~~OIL~~ ~~AND~~As ~~MINERAL~~consideration ~~LEASES~~for the purchase, the Company paid $15,000 in cash. The Company has not incurred any exploration or development costs in connection with this lease.

On February 1, 2011, the Company entered into an agreement with an unrelated third-party entity to purchase a 100% interest and an 80% net revenue interest in an oil and mineral lease in Reno County, Kansas. As consideration for the purchase, the Company paid $15,000 in cash. The Company has not incurred any exploration or development costs in connection with this lease.11

~~F-8~~On March 12, 2013, we entered into a farmout agreement with Summit West Oil, LLC for approximately 10,000 acres of oil and gas exploration property in northwest Montana known as the South Sun River Bakken Prospect. The Company shall have the opportunity to earn a 100% working interest and an 80% net revenue interest. This property has since become our main focus. Under the terms of the farmout agreement, we are required to carry out the following expenditures in order to earn ownership of the property:

On· ~~March 12~~$60,000 ~~2013,~~by weApril ~~entered into a farmout agreement with Summit West Oil~~5, ~~LLC~~2013 for ~~approximately~~the ~~10,000~~acquisition ~~acres~~ of ~~oil~~seismic and ~~gas~~other exploration ~~property~~data in(requirement northwest Montana known as the South Sun River Bakken Prospect. The Company shall have the opportunity to earn a 100% working interest and an 80% net revenue interest. This property has since become our main focus. Under the terms of the farmout agreement, we are required to carry out the following expenditures in order to earn ownership of the property:met);

· $60140,000 by April 530, 2013 for the ~~acquisition~~reinterpretation of the seismic data as well as delineation and ~~other~~surveying ~~exploration~~of ~~data~~potential drill locations (requirement met);

~~$140,000~~· byDrilling ~~April~~of ~~30,~~an ~~2013~~additional ~~for~~horizontal ~~the~~well ~~reinterpretation~~at ofan ~~the~~estimated ~~seismic~~expenditure ~~data~~of as$5,000,000 ~~well~~by asDecember ~~delineation~~31, ~~and~~2013 ~~surveying~~(no ofexpenditures ~~potential~~have ~~drill~~occurred ~~locations~~to ~~(requirement met~~date);

· Drilling of ana ~~additional~~ horizontal well at an estimated expenditure of $5,000,000 by ~~December~~June 3130, ~~2013~~2014 (no expenditures have occurred to date); and

· Drilling of aan additional horizontal well at an estimated expenditure of $5,000,000 by ~~June~~December 3031, 2014 (no expenditures have occurred to date)~~; and~~ .

~~Drilling~~On ofJune an6, ~~additional~~2013, ~~horizontal~~we ~~well~~entered atinto ana ~~estimated~~farmout ~~expenditure~~agreement ofwith $5Summit West Oil,~~000~~ LLC,~~000~~ byrelated ~~December~~to ~~31,~~additional ~~2014~~property ~~(no~~which ~~expenditures~~is ~~have~~an ~~occurred~~extension of and located to ~~date).~~the west of the South Sun River where the drill site is located.

~~NOTE~~Under 8.the ~~ENVIROMENTAL~~terms ~~AND~~of ~~OTHER~~the ~~CONTINGENCIES~~farmout agreement, we are required to carry out the following expenditures in order to earn ownership of the property:

~~The~~· ~~Company’s~~Exercise ~~operations~~the ~~and~~lease ~~earnings~~renewal ~~may~~option ~~be affected~~ by ~~various~~December ~~forms of governmental action in the United States. Examples of such governmental action include~~20, ~~but~~2013 are by no means limited to: tax increases and retroactive tax claims; royalty and revenue sharing increases; import and export controls; price controls; currency controls; allocation of supplies of crude oil and petroleum products and other goods; expropriation of property; restrictions and preferences affecting the issuance of oil and gas or mineral leases; restrictions on drilling and/or production; laws and regulations intended for the promotion of safety and the protection and/or remediation of the environment; governmental support for other forms of energy; and laws and regulations affecting the Company’s relationships with ~~employees, suppliers, customers, stockholders and others. Because governmental actions are often motivated by political considerations and may be taken without~~ full ~~consideration~~payment of ~~their~~all consequences, and may be taken in response to actions of other governments, it is not practical to attempt to predict the likelihood of such actions, the form the actions may take or the effect such actions may have on the Company.leases;

~~Companies~~· inDrilling ~~the oil and gas industry are subject to numerous federal, state, local and regulations dealing with the environment. Violation~~ of ~~federal~~horizontal orwell ~~state~~at ~~environmental~~an ~~laws,~~estimated ~~regulations~~expenditure ~~and permits can result in the imposition~~ of ~~significant civil and criminal penalties~~$5, ~~injunctions and construction bans or delays. A discharge of hazardous substances into the environment could~~000,000 toby ~~the~~June ~~extent such event is not insured~~30, ~~subject~~2014 ~~the~~(no ~~Company~~expenditures tohave ~~substantial~~occurred ~~expense, including both the cost~~ to ~~comply with applicable regulations and claims by neighboring landowners and other third parties for any personal injury and property damage that might result.~~date);

~~The~~· ~~Company~~Drilling ~~currently~~of ~~leases~~ a ~~property~~second athorizontal ~~which~~well ~~hazardous~~at ~~substances~~an ~~could~~estimated ~~have~~expenditure ~~been~~of ~~or are being handled. In addition~~$5,000,000 ~~many of these properties have been operated~~ by ~~third~~December ~~parties~~31, ~~whose~~2014 treatment and disposal or release of hydrocarbons or other wastes were not under the Company’s control. Under existing laws the Company could be required to remove or remediate previously disposed wastes (~~including~~no ~~wastes~~expenditures ~~disposed~~have ofoccurred ~~or released by prior owners or operators),~~ to ~~clean up contaminated property (including contaminated groundwater~~date); ~~or to perform remedial plugging operations to prevent future contamination. The Company is investigating the extent of any such liability~~ and the availability of applicable defenses and believes costs related to these sites will not have a material adverse effect on the Company’s net income, financial condition or liquidity in a future period.

~~F-9~~· Drilling of an additional horizontal well at an estimated expenditure of $5,000,000 by June 30, 2016 (no expenditures have occurred to date).

~~The~~NOTE ~~Company’s liability for remedial obligations includes certain amounts that are based on anticipated regulatory approval for proposed remediation of former refinery waste sites~~8. ~~Although~~ENVIROMENTAL ~~regulatory~~AND ~~authorities~~OTHER may require more costly alternatives than the proposed processes, the cost of such potential alternative processes is not expected to be a material amount. Certain environmental expenditures are likely to be recovered by the Company from other sources, primarily environmental funds maintained by certain states. Since no assurance can be given that future recoveries from other sources will occur, the Company has not recorded a benefit for likely recoveries.CONTINGENCIES

~~There~~The isCompany’s ~~the~~operations ~~possibility~~and ~~that~~earnings ~~environmental~~may ~~expenditures~~be ~~could~~affected beby ~~required~~various atforms ~~currently~~of ~~unidentified~~governmental ~~sites~~action in the United States. Examples of such governmental action include, but are by no means limited to: tax increases and ~~new~~retroactive ortax ~~revised~~claims; ~~regulations~~royalty ~~could~~and ~~require~~revenue ~~additional~~sharing ~~expenditures~~increases; atimport ~~known~~and ~~sites.~~export ~~However,~~controls; ~~based~~price oncontrols; ~~information~~currency ~~currently~~controls; ~~available~~allocation toof ~~the~~supplies ~~Company,~~of crude oil and petroleum products and other goods; expropriation of property; restrictions and preferences affecting the ~~amount~~issuance of ~~future~~oil ~~remediation~~and ~~costs~~gas ~~incurred~~or atmineral ~~known~~leases; restrictions on drilling and/or ~~currently~~production; ~~unidentified~~laws ~~sites~~and isregulations ~~not~~intended ~~expected~~for tothe ~~have~~promotion aof ~~material~~safety ~~adverse~~and ~~effect~~the onprotection and/or remediation of the ~~Company’s~~environment; ~~future~~governmental ~~net~~support ~~income,~~for ~~cash~~other ~~flows~~forms orof ~~liquidity.~~energy; ~~The~~and laws and regulations affecting the Company’s ~~has~~relationships ~~recorded~~with $5employees,~~226~~ ~~and~~suppliers, $5customers,~~059~~ ~~for~~stockholders ~~its~~and ~~estimated~~others. ~~asset~~Because ~~retirement~~governmental ~~obligations~~actions asare ofoften ~~May~~motivated ~~31,~~by ~~2013~~political considerations and ~~February~~may ~~28,~~be ~~2013,~~taken ~~respectively.~~without ~~The~~full ~~Company~~consideration ~~also~~of ~~recorded~~their ~~$167~~consequences, and ~~$667~~may be taken in response to actions of ~~accretion~~other ~~expense~~governments, ~~related~~it is not practical to ~~its~~attempt ~~asset~~to ~~retirement~~predict ~~obligations~~the aslikelihood of ~~May~~such 31actions, ~~2013~~the ~~and~~form ~~February~~the ~~28,~~actions ~~2013,~~may ~~respectively~~take or the effect such actions may have on the Company.

~~Changes~~Companies in the oil and gas industry are subject to numerous federal, state, local and regulations dealing with the ~~asset~~environment. ~~retirement~~Violation ~~obligation~~of ~~were~~federal asor ~~follows:~~state environmental laws, regulations and permits can result in the imposition of significant civil and criminal penalties, injunctions and construction bans or delays. A discharge of hazardous substances into the environment could, to the extent such event is not insured, subject the Company to substantial expense, including both the cost to comply with applicable regulations and claims by neighboring landowners and other third parties for any personal injury and property damage that might result.

	May 31, 2013		February 28, 2013
Balance, beginning of period	$	5059	$	4,392
Liabilities incurred		---		---
Disposal		---		---
Accretion expense		167		667
Balance, end of year	$	5,226	$	5,059

~~NOTE~~The 9Company currently leases a property at which hazardous substances could have been or are being handled. ~~SUBSEQUENT~~In ~~EVENTS~~addition, many of these properties have been operated by third parties whose treatment and disposal or release of hydrocarbons or other wastes were not under the Company’s control. Under existing laws the Company could be required to remove or remediate previously disposed wastes (including wastes disposed of or released by prior owners or operators), to clean up contaminated property (including contaminated groundwater) or to perform remedial plugging operations to prevent future contamination. The Company is investigating the extent of any such liability and the availability of applicable defenses and believes costs related to these sites will not have a material adverse effect on the Company’s net income, financial condition or liquidity in a future period.

OnThe ~~June~~Company’s 6,liability ~~2013,~~for weremedial ~~entered~~obligations ~~into~~includes acertain ~~farmout~~amounts ~~agreement~~that ~~with~~are ~~Summit~~based ~~West~~on ~~Oil,~~anticipated ~~LLC~~regulatory approval for proposed remediation of former refinery waste sites. Although regulatory authorities may require more costly alternatives than the proposed processes, ~~related~~the tocost ~~additional~~of ~~property~~such ~~which~~potential alternative processes is annot ~~extension~~expected ofto ~~and~~be ~~located~~a material amount. Certain environmental expenditures are likely to ~~the~~be ~~west~~recovered ofby the ~~South~~Company ~~Sun~~from ~~River~~other ~~where~~sources, ~~the~~primarily ~~drill~~environmental ~~site~~funds ismaintained ~~located~~by certain states. Since no assurance can be given that future recoveries from other sources will occur, the Company has not recorded a benefit for likely recoveries.

~~Under~~There is the ~~terms~~possibility ofthat ~~the~~environmental ~~farmout~~expenditures ~~agreement~~could be required at currently unidentified sites, weand ~~are~~new ~~required~~or torevised ~~carry~~regulations ~~out~~could ~~the~~require ~~following~~additional expenditures inat ~~order~~known sites. However, based on information currently available to ~~earn~~the ~~ownership~~Company, the amount of future remediation costs incurred at known or currently unidentified sites is not expected to have a material adverse effect on the ~~property:~~Company’s future net income, cash flows or liquidity. The Company has recorded $5,393 and $5,059 for its estimated asset retirement obligations as of August 31, 2013 and February 28, 2013, respectively. The Company also recorded $167 and $667 of accretion expense related to its asset retirement obligations as of May 31, 2013 and February 28, 2013, respectively.

~~· Exercise~~Changes to the ~~lease~~asset ~~renewal~~retirement ~~option~~obligation bywere ~~December~~as ~~20, 2013 with full payment of all leases;~~follows:

· Drilling of horizontal well at an estimated expenditure of $5,000,000 by June 30, 2014 (no expenditures have occurred to date);

	August 31, 2013		February 28, 2013

Balance, beginning of period	$	5,059	$	4,392
Liabilities incurred		--		--
Disposal		--		--
Accretion expense		334		667
Balance, end of year	$	5,393	$	5,059

~~· Drilling~~NOTE of9. aSUBSEQUENT ~~second horizontal well at an estimated expenditure of $5,000,000 by December 31, 2014 (no expenditures have occurred to date);~~EVENTS

~~· Drilling~~Effective September 10, 2013, pursuant to the terms of ana ~~additional~~subscription ~~horizontal~~agreement ~~well~~between atour company and Jackson Bennett, LLC dated July 30, 2013, we issued a secured promissory note (the “Note”) with an ~~estimated~~aggregate ~~expenditure~~principal amount of $5250,000~~,000~~. byThe ~~June~~Note ~~30,~~bears ~~2016~~interest ~~(no~~at ~~expenditures~~an ~~have~~annual ~~occurred~~rate of 10% which is to be paid together with principal in full on the maturity date of July 30, 2015. At the option of Jackson Bennett, LLC the principal amount of the Note together with all accrued interest may be converted into shares of our common stock (the “Convertible Shares”) at the conversion rate of $0.50 per share.

InEffective ~~accordance~~September ~~with~~20, ~~ASC 855-10~~2013, ~~the~~pursuant ~~Company’s~~to ~~management~~agreements ~~has~~between ~~reviewed~~Summit ~~all~~West ~~material~~Oil, ~~events~~LLC and ~~there~~Norstra ~~are~~Energy, noInc., ~~additional~~Summit ~~material~~West ~~subsequent~~and ~~events~~Norstra have agreed to ~~report.~~the following:

~~Item 2~~1. ~~Management's~~Summit ~~Discussion~~West ~~and~~will ~~Analysis~~release portions of ~~Financial~~the ~~Condition~~Milford Colony Oil and ~~Results~~Gas ofLease ~~Operations~~assigned to Summit West by Teton Resources.

~~FORWARD~~2. ~~LOOKING~~Summit ~~STATEMENTS~~West will exercise its option to extend those portions of the Milford Colony Oil and Gas Lease not released by Summit West.

~~This quarterly report contains forward-looking statements~~3. ~~These~~Norstra ~~statements~~will ~~relate~~negotiate tonew ~~future~~leases ~~events~~with orMilford ~~our~~Colony ~~future~~for ~~financial~~those ~~performance.~~lands Inreleased ~~some cases, you can identify forward-looking statements~~ by ~~terminology~~Summit ~~such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology~~West. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.13

In ~~this~~consideration ~~quarterly~~of ~~report,~~the ~~unless~~above ~~otherwise~~agreements ~~specified,~~between ~~all~~Summit ~~dollar~~West ~~amounts are expressed in United States dollars. All references to "US$" refer to United States dollars~~ and ~~all~~Norstra, ~~references~~the toparties ~~"common~~have ~~stock"~~made ~~refer to~~ the ~~common~~following ~~shares~~undertakings inand ~~our capital stock.~~acknowledgments:

As1. ~~used~~The inFarmout ~~this~~Agreements ~~quarterly~~of ~~report~~March, ~~the~~12, ~~terms~~2013 ~~“we”,~~and ~~“us”~~May 6, ~~“our”~~2013 ~~and~~between ~~“our~~Summit ~~company”~~West ~~mean~~and Norstra ~~Energy~~shall ~~Inc~~be deemed to be satisfied., ~~unless~~The ~~otherwise~~State ~~indicated~~of Montana Oil and Gas Leases currently owned by Summit West shall be retained by Summit West and not assigned to Norstra.

~~Corporate~~2. ~~Overview~~Norstra will no longer be obligated to issue 10,000,000 shares to Summit West.

We3. ~~are~~Norstra anwill ~~exploration~~instead ~~stage~~issue ~~company~~300,000 ~~incorporated~~restricted inshares ~~the State~~ of ~~Nevada~~Norstra ~~on November 12~~Energy, ~~2010 under the name Norstra~~ Inc.common stock,on asor abefore ~~for-profit~~10/1/13, ~~company.~~to ~~Our~~Fred ~~fiscal~~Taylor, ~~year~~President, ~~end~~Summit isWest ~~February~~Oil ~~28.~~LLC, ~~Our~~in ~~office~~exchange isfor ~~located~~Summit atretaining ~~2860~~the ~~Exchange~~State ~~Boulevard,~~of ~~Suite~~Montana ~~400,~~Oil ~~South~~and ~~Lake~~Gas ~~TX 76092~~Leases. ~~Our~~Additionally, ~~telephone~~Summit ~~number~~West iswill ~~1-888-474-8077.~~forfeit ~~Our~~all ~~website~~royalty ~~and~~overrides ~~further~~on ~~information~~the ~~about~~Milford ~~our~~Colony ~~company can be found at http://www~~leases.~~norstraenergy.com.~~

On4. ~~November~~Summit ~~18,~~will ~~2011,~~authorize ~~we filed~~ a ~~certificate~~Change of ~~amendment~~Operator ~~with the Nevada Secretary of State~~ to ~~change~~Black ~~our~~Gold, ~~name from Norstra Inc~~LLC. ~~to Norstra Energy Inc.~~

OnAs ~~March~~at ~~28,~~October ~~2012~~21, we2013 ~~filed a certificate of change with~~ the ~~Nevada~~Agreement ~~Secretary~~has ofnot ~~State~~closed ~~to effect a 2 new for 1 old forward split of our authorized~~ and ~~issued~~the ~~and outstanding shares of common stock such that our authorized capital increased from 75~~300,000~~,000~~ ~~shares~~restricted of common ~~stock~~shares ~~with~~issuable ato ~~par value of $0~~Mr.~~001~~ toFred ~~150,000,000~~Taylor ~~shares~~have ofnot ~~common~~been ~~stock with a par value of $0~~issued.~~001.~~

~~Effective~~In ~~February~~accordance ~~27,~~with ~~2013,~~ASC ~~the Nevada Secretary of State accepted for filing a Certificate of Amendment~~855-10, ~~wherein our company amended our Articles of Incorporation to create 50,000,000 shares of preferred stock, $0.001 par value for which our board of directors may fix and determine~~ the designations, rights, preferences or other variations of each class or series within each class of preferred stock of our company. The creation of the preferred stock was approved on February 26, 2013 by written consent by our board of directors and the holders of 54.94% of our voting securities. Our companyCompany’s ~~authorized~~management ~~capital~~has ~~now~~reviewed ~~consists~~all ofmaterial ~~150,000,000~~events ~~shares of common stock~~ and ~~50,000,000~~there ~~shares~~are ofno additional ~~preferred~~material ~~stock,~~subsequent ~~all~~events ~~with~~to ~~a par value of $0~~report.~~001.~~

414

~~Current~~Item ~~Business~~2. Management's Discussion and Analysis of Financial Condition and Results of Operations

WeFORWARD ~~are~~LOOKING ~~engaged in the exploration and development of oil and gas properties.~~ STATEMENTS

OnThis ~~February~~quarterly 1report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, ~~2011~~you can identify forward-looking statements by terminology such as "may", we"should", ~~entered~~"expects", ~~into~~"plans", an"anticipates", ~~agreement~~"believes", ~~with~~"estimates", an"predicts", ~~unrelated~~"potential" ~~third-party~~or ~~entity~~"continue" toor ~~purchase~~the anegative ~~100%~~of ~~interest~~these ~~and~~terms anor ~~80%~~other ~~net~~comparable ~~revenue~~terminology. ~~interest~~These instatements anare ~~oil~~only predictions and ~~mineral~~involve ~~lease~~known inand ~~Reno~~unknown ~~County~~risks, ~~Kansas.~~uncertainties Asand ~~consideration~~other ~~for~~factors ~~the~~that ~~purchase,~~may cause our ~~company~~or ~~paid~~our ~~$15~~industry's actual results,~~000~~ inlevels ~~cash.~~of ~~Our~~activity, ~~company~~performance ~~has~~or ~~not~~achievements ~~incurred~~to be materially different from any ~~exploration~~future results, levels of activity, performance or ~~development~~achievements ~~costs~~expressed inor ~~connection~~implied ~~with~~by ~~this~~these ~~lease~~forward-looking statements. We ~~have~~Although ~~had~~we ~~limited~~believe ~~operations~~that ~~and~~the ~~have~~expectations ~~been~~reflected ~~issued~~in athe ~~"going~~forward-looking ~~concern"~~statements ~~opinion~~are byreasonable, ~~our~~we ~~auditor~~cannot guarantee future results, ~~based~~levels ~~upon~~of ~~our~~activity, ~~reliance~~performance onor achievements. Except as required by applicable law, including the ~~sale~~securities laws of ~~our~~the ~~common~~United ~~stock~~States, aswe ~~the~~do ~~sole~~not ~~source~~intend to update any of ~~funds~~the ~~for~~forward-looking ~~our~~statements ~~future~~to ~~operations~~conform these statements to actual results.

~~Effective~~Our ~~February~~unaudited ~~27,~~financial ~~2013,~~statements weare ~~entered~~stated ~~into~~in aUnited ~~secured~~States ~~promissory~~Dollars ~~note~~(US$) and are prepared in anaccordance ~~aggregate~~with ~~principal~~United ~~amount~~States ofGenerally ~~$100,000~~Accepted ~~pursuant~~Accounting toPrinciples. ~~the~~The ~~terms~~following ofdiscussion ashould ~~subscription~~be ~~agreement~~read ~~between~~in conjunction with our ~~company~~financial statements and ~~Jackson~~the ~~Bennett,~~related ~~LLC.~~notes ~~The~~that ~~note~~appear ~~bears~~elsewhere ~~interest~~in atthis anquarterly ~~annual~~report. ~~rate~~The offollowing ~~10%~~discussion ~~which~~contains isforward-looking tostatements bethat ~~paid~~reflect ~~with~~our ~~principal~~plans, inestimates ~~full~~and onbeliefs. ~~the~~Our ~~maturity~~actual ~~date~~results ofcould ~~February~~differ ~~27,~~materially ~~2015.~~from ~~The~~those ~~principal~~discussed ~~amount~~in of the ~~note~~forward ~~together~~looking ~~with~~statements. ~~interest~~Factors ~~may~~that becould ~~converted~~cause ~~into~~or ~~shares~~contribute ofto ~~our~~such ~~common~~differences ~~stock~~include, atbut ~~the~~are ~~option~~not oflimited ~~Jackson Bennett~~to, ~~LLC,~~those atdiscussed abelow ~~conversion~~and ~~price~~elsewhere ofin ~~$0.25~~this ~~per~~quarterly ~~share~~report.

~~Additionally,~~In onthis ~~March~~quarterly 1report, ~~2013,~~unless weotherwise ~~entered into consulting agreements with Mr. Glen Landry~~specified, ~~our~~all ~~president,~~dollar ~~chief~~amounts ~~executive~~are ~~officer,~~expressed ~~secretary,~~in ~~treasurer~~United ~~and~~States ~~director, and Mr~~dollars. ~~Dallas~~All ~~Kerkenezov,~~references ~~our~~to ~~chief~~"US$" ~~financial~~refer ~~officer.~~to ~~Mr.~~United ~~Landry~~States ~~will~~dollars ~~receive a consulting fee of $5,000 per month~~ and ~~shall~~all bereferences ~~issued~~to ~~1,000,000~~"common ~~shares of our preferred~~ stock," ~~which~~refer ~~will~~to bethe ~~convertible~~common ~~into 10,000,000~~ shares ofin our ~~common~~capital stock ~~upon achievement of production from the South Sun River Bakken Prospect~~. ~~Mr. Kerkenezov shall receive $500 a month for performing duties as our chief financial officer. Both agreements have a term of 12 months.~~

~~Also~~As onused ~~March~~in 1,this ~~2013,~~quarterly ~~Mr. Kerkenezov~~report, ~~our~~the ~~chief~~terms ~~financial officer and Ms. Heredia~~“we”, ~~our former director~~“us”, ~~cancelled a total of 35,513,100 shares of~~ “our” ~~common stock held by them. Mr. Kerkenezov cancelled 27,013,100~~ and ~~Ms. Heredia cancelled 8,500,000. These shares were cancelled in order to make~~ “our company” ~~more~~mean ~~attractive~~Norstra ~~for~~Energy ~~financing~~Inc., ~~given~~unless ~~the~~otherwise ~~capital requirements of the South Sun River Bakken Prospect~~indicated.

OnCorporate March 12, 2013, we entered into a farmout agreement with Summit West Oil, LLC for approximately 10,000 acres of oil and gas exploration property in northwest Montana known as the South Sun River Bakken Prospect. This property has since become our main focus. Under the terms of the farmout agreement, we are required to carry out the following expenditures in order to earn ownership of the property:Overview

~~$60,000~~We byare ~~April~~an 5exploration stage company, ~~2013~~incorporated ~~for~~in the ~~acquisition~~State of ~~seismic~~Nevada on November 12, 2010 under the name Norstra Inc., as a for-profit company. Our fiscal year end is February 28. Our office is located at 1048 West 11th Avenue, Spokane, Washington 99204. Our telephone number is 1-888-474-8077. Our website and ~~other~~further ~~exploration~~information ~~data~~about ~~(requirement~~our ~~met);~~company can be found at http://www.norstraenergy.com.

~~$140,000~~On byNovember ~~April~~18, 302011, ~~2013~~we ~~for~~filed ~~the~~a ~~reinterpretation~~certificate of amendment with the ~~seismic~~Nevada ~~data~~Secretary asof ~~well~~State asto ~~delineation~~change ~~and~~our ~~surveying~~name offrom ~~potential~~Norstra ~~drill~~Inc. ~~locations;~~to ~~(requirement~~Norstra ~~met);~~Energy Inc.

~~Drilling~~On March 28, 2012, we filed a certificate of anchange ~~additional~~with ~~horizontal~~the ~~well~~Nevada atSecretary anof ~~estimated~~State ~~expenditure~~to effect a 2 new for 1 old forward split of $5our authorized and issued and outstanding shares of common stock such that our authorized capital increased from 75,000,000 byshares ~~December~~of ~~31,~~common ~~2013~~stock ~~(no~~with ~~expenditures~~a ~~have~~par ~~occurred~~value of $0.001 to ~~date);~~ 150,000,000 shares of common stock with a par value of $0.001.

~~Drilling~~Effective February 27, 2013, the Nevada Secretary of State accepted for filing a ~~horizontal~~Certificate ~~well~~of atAmendment, anwherein ~~estimated~~our ~~expenditure~~company amended our Articles of $5Incorporation to create 50,000,000 byshares ~~June~~of 30preferred stock, ~~2014~~$0.001 ~~(no~~par ~~expenditures~~value ~~have~~for ~~occurred~~which toour ~~date);~~board of directors may fix and determine the designations, rights, preferences or other variations of each class or series within each class of preferred stock of our company. The creation of the preferred stock was approved on February 26, 2013 by written consent by our board of directors and the holders of 54.94% of our voting securities. Our company’s authorized capital now consists of 150,000,000 shares of common stock and 50,000,000 shares of preferred stock, all with a par value of $0.001.

~~Drilling of an additional horizontal well at an estimated expenditure of $5,000,000 by December 31, 2014 (no expenditures have occurred to date).~~ 15

~~Once~~Current ~~we complete the above obligations, we will hold a 100% interest in the property, subject to an underlying 20% burden to Summit West Oil, LLC and the State of Montana.~~ Business

~~Effective~~We ~~April~~are 5,engaged ~~2013, we entered into a secured promissory note~~ in ~~an aggregate principal amount of $50,000 pursuant to~~ the ~~terms~~exploration ~~of a subscription agreement between our company~~ and ~~Jackson~~development ~~Bennett, LLC. The note bears interest at an annual rate~~ of ~~10%~~oil ~~which~~and isgas ~~to be paid with principal in full on the maturity date of April 5, 2015~~properties. ~~The principal amount of the note together with interest may be converted into shares of our common stock at the option of the holder, at a conversion price of $0.30 per share.~~

5On February 1, 2011, we entered into an agreement with an unrelated third-party entity to purchase a 100% working interest and an 80% net revenue interest in an oil and mineral lease in Reno County, Kansas. As consideration for the purchase, our company paid $15,000 in cash. Our company has not incurred any exploration or development costs in connection with this lease. We have had limited operations and have been issued a "going concern" opinion by our auditor, based upon our reliance on the sale of our common stock as the sole source of funds for our future operations.

Effective ~~April~~February 2527, 2013, we entered into a secured promissory note in an aggregate principal amount of $~~180~~100,000 pursuant to the terms of a subscription agreement between our company and Jackson Bennett, LLC. The note bears interest at an annual rate of 10% which is to be paid with principal in full on the maturity date of ~~April~~February 2527, 2015. The principal amount of the note together with interest may be converted into shares of our common stock, at the option of ~~the~~Jackson ~~holder~~Bennett, LLC, at a conversion price of $0.5025 per share.

~~Effective~~Additionally, ~~May~~on 15March 1, 2013, we entered into aconsulting ~~secured~~agreements ~~promissory~~with ~~note~~Mr. inGlen anLandry, ~~aggregate~~our ~~principal~~president, ~~amount~~chief ofexecutive ~~$100~~officer,~~000~~ ~~pursuant~~secretary, totreasurer ~~the~~and ~~terms~~director, ofand aMr. ~~subscription~~Dallas ~~agreement~~Kerkenezov, ~~between~~ our ~~company~~chief ~~and~~financial ~~Jackson~~officer. ~~Bennett, LLC~~Mr. ~~The~~Landry ~~note~~will ~~bears~~receive ~~interest~~a atconsulting anfee ~~annual rate~~ of ~~10%~~$5,000 ~~which~~per ismonth toand shall be ~~paid~~issued ~~with~~1,000,000 ~~principal~~shares inof ~~full~~our onpreferred ~~the~~stock, ~~maturity~~which ~~date~~will ofbe ~~May~~convertible 15into 10,000,000 ~~2015.~~shares ~~The~~of ~~principal~~our ~~amount~~common stock upon achievement of production from the ~~note~~South ~~together~~Sun ~~with~~River ~~interest~~Bakken ~~may~~Prospect. beMr. ~~converted~~Kerkenezov ~~into~~shall ~~shares~~receive of$500 ~~our~~a ~~common~~month ~~stock~~for atperforming ~~the~~duties ~~option~~as ofour ~~the~~chief ~~holder,~~financial atofficer. aBoth ~~conversion~~agreements ~~price~~have ofa ~~$0.55~~term ~~per~~of ~~share~~12 months.

~~Effective~~Also ~~May~~on 29March 1, 2013, weMr. ~~entered~~Kerkenezov, ~~into~~our achief ~~secured~~financial ~~promissory~~officer ~~note~~and inMs. ~~an aggregate principal amount of $170~~Heredia,~~000~~ ~~pursuant to the terms of a subscription agreement between~~ our ~~company~~former ~~and Jackson Bennett~~director, ~~LLC.~~cancelled ~~The~~a ~~note~~total ~~bears interest at an annual rate~~ of ~~10% which is to be paid with principal in full on the maturity date of May 29~~35,513,100 ~~2015. The principal amount of the note together with interest may be converted into~~ shares of our common stock atheld ~~the~~by ~~option of the holder, at a conversion price of $0~~them.60 ~~per share~~Mr. WeKerkenezov ~~have~~cancelled ~~had~~27,013,100 ~~limited operations~~ and ~~have~~Ms. ~~been~~Heredia ~~issued~~cancelled a8,500,000. ~~"going~~These ~~concern"~~shares ~~opinion~~were bycancelled ~~our~~in ~~auditor,~~order ~~based~~to ~~upon~~make our ~~reliance~~company onmore ~~the~~attractive ~~sale~~for offinancing, ~~our~~given ~~common stock as~~ the ~~sole~~capital ~~source~~requirements of ~~funds~~the ~~for~~South ~~our~~Sun ~~future~~River ~~operations~~Bakken Prospect.

OnEffective ~~June~~April 65, 2013, we entered into a ~~second~~secured ~~farmout~~promissory ~~agreement~~note ~~with~~in ~~Summit~~an ~~West~~aggregate ~~Oil,~~principal ~~LLC~~amount of $50,000 ~~related~~pursuant to ~~additional~~the ~~property~~terms ~~which~~of isa subscription agreement between our company and Jackson Bennett, LLC. The note bears interest at an ~~extension~~annual rate of ~~and~~10% ~~located~~which is to be paid with principal in full on the ~~east~~maturity date of April 5, 2015. The principal amount of the ~~first~~note ~~South~~together ~~Sun~~with ~~River~~interest ~~lease~~may ~~block~~be ~~where~~converted into shares of our common stock at the ~~drillsite~~option isof ~~located~~the holder, at a conversion price of $0.30 per share.

~~Under~~Effective April 25, 2013, we entered into a secured promissory note in an aggregate principal amount of $180,000 pursuant to the terms of ~~the~~a ~~farmout~~subscription agreement between our company and Jackson Bennett, weLLC. ~~are~~The ~~required~~note bears interest at an annual rate of 10% which is to ~~carry~~be ~~out~~paid with principal in full on the ~~following~~maturity ~~expenditures~~date inof ~~order~~April to25, ~~earn~~2015. ~~ownership~~The principal amount of the ~~property:~~note together with interest may be converted into shares of our common stock at the option of the holder, at a conversion price of $0.50 per share.

~~· Exercise~~Effective May 15, 2013, we entered into a secured promissory note in an aggregate principal amount of $100,000 pursuant to the ~~lease~~terms ~~renewal~~of ~~option~~a bysubscription ~~December~~agreement 20between our company and Jackson Bennett, ~~2013~~LLC. The note bears interest at an annual rate of 10% which is to be paid with principal in full ~~payment~~on the maturity date of ~~all~~May or15, ~~some~~2015. The principal amount of the ~~lease~~note ~~tracts;~~together with interest may be converted into shares of our common stock at the option of the holder, at a conversion price of $0.55 per share.

~~· Drilling~~Effective ofMay ~~horizontal~~29, ~~well~~2013, atwe entered into a secured promissory note in an ~~estimated~~aggregate ~~expenditure~~principal amount of $5170,000~~,000~~ bypursuant ~~June~~to 30the terms of a subscription agreement between our company and Jackson Bennett, ~~2014~~LLC. ~~2014~~The ~~(no~~note ~~expenditures~~bears ~~have~~interest ~~occurred~~at an annual rate of 10% which is to be paid with principal in full on the maturity date); of May 29, 2015. The principal amount of the note together with interest may be converted into shares of our common stock at the option of the holder, at a conversion price of $0.60 per share.

~~· Drilling of a second horizontal well at an estimated expenditure of $5,000,000 by December 31, 2014 2014 (no expenditures have occurred to date);~~16

~~· Drilling~~On ofMarch an12, ~~additional~~2013, ~~horizontal~~we ~~well~~entered atinto ana ~~estimated~~farmout ~~expenditure~~agreement ofwith $5Summit West Oil,~~000~~ LLC for approximately 10,000 byacres ~~June~~of 30oil and gas exploration property in northwest Montana known as the South Sun River Bakken Prospect. Under the terms of the original farmout agreement, ~~2016~~which ~~2014~~was ~~(no~~subsequently amended, we were required to carry out the following expenditures ~~have~~in ~~occurred~~order to ~~date).~~earn a 100% interest in the property, subject to an underlying 20% burden to Summit West Oil, LLC and the State of Montana:

~~Once~~· ~~we complete the above obligations~~$60, we will hold a 100% interest in the property, subject to an underlying 20% royalty burden to Summit West, Teton Resources, and the Milford Hutterite Colony. Our company also has the option to purchase the property for 10,000~~,000~~ ~~shares~~by ofApril ~~our common stock until December 31~~5, 2013~~. Upon~~ ~~exercising~~for the ~~option~~acquisition ~~all~~ of ~~the~~seismic ~~above~~and ~~drilling~~other ~~obligations~~exploration ~~under~~data ~~the~~(requirement ~~farmout agreement shall be null and void.~~ met);

~~Results~~· $140,000 by April 30, 2013 for the reinterpretation of ~~Operations~~the seismic data as well as delineation and surveying of potential drill locations; (requirement met);

~~Our~~· ~~financial~~Drilling ~~statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization~~ of ~~assets~~an ~~and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require~~ additional ~~capital~~horizontal towell ~~meet~~at ~~our~~an ~~long~~estimated ~~term~~expenditure ~~operating~~of ~~requirements. We expect to raise additional capital through~~$5,000,000 ~~among~~by ~~other~~December ~~things~~31, ~~the sale of equity or debt securities.~~2013;

We· ~~have~~Drilling ~~generated~~of noa ~~revenues~~horizontal ~~and~~well ~~have~~at ~~incurred~~an ~~$119,704~~estimated inexpenditure ~~expenses~~of ~~since~~$5,000,000 ~~inception~~by ~~through~~June ~~May 31~~30, ~~2013.~~2014; and

6· Drilling of an additional horizontal well at an estimated expenditure of $5,000,000 by December 31, 2014.

~~Three~~The ~~Month~~terms ~~Period~~of ~~Ended~~the ~~May~~March 3112, 2013 ~~Compared~~farmout toagreement with Summit West were subsequently amended by the ~~Three~~June ~~Months~~6, ~~Ended~~2013 ~~May~~farmout 31agreement and Letter of Understanding and Agreement dated September 20, ~~2012~~2013 with Summit West. The drilling obligations of the March 12, 2013 agreement are no longer applicable and the ~~Period~~claims ~~From~~subject ~~Inception~~to ~~(November~~that 12agreement have been returned to Summit West. On June 6, ~~2010~~2013, we entered into a second farmout agreement with Summit West Oil, LLC, related to an additional property (known as the “Milford Colony Oil and Gas Lease” or the “Milford Property”) which is an extension of and located to ~~May~~the 31east of the first South Sun River lease block (which was the subject of the March 12, ~~2012~~2013farmout agreeement). This additional property is the primary focus of our operations.

		Three Months Ended May 31,
		2013		2012
General and administrative expenses	$	52,787	$	1,514
Accretion expense		167		166
Professional fees		12,884		5,250
Interest expense		9,776		Nil
Net Loss	$	75,614	$	6,930

Under the terms of the farmout agreement, we were required to carry out the following expenditures in order to earn a 100% interest in the property, subject to an underlying 20% royalty burden to Summit West, Teton Resources, and the Milford Hutterite Colony:

~~Our~~· ~~net~~Exercise ~~loss for~~ the ~~three~~lease ~~months~~renewal ~~ended~~option ~~May~~by 31December 20, 2013 ~~was~~with ~~approximately~~full ~~$75,614~~payment ~~compared~~of toall aor ~~net~~some ~~loss~~ of ~~$6,930 during~~ the ~~three~~lease months ended May 31, 2012. During the three months ended May 31, 2013 and 2012, we did not generate any revenue. Net loss during the period from inception (November 12, 2010) to May 31, 2013 was $119,704.tracts;

~~During~~· ~~the~~Drilling ~~three~~of ~~months~~horizontal ~~ended~~well ~~May~~at ~~31,~~an ~~2013,~~estimated weexpenditure ~~incurred general and administrative and professional expenses~~ of ~~approximately~~ $655,~~671 compared to $6~~000,~~764~~000 ~~during~~by ~~the~~June ~~three months ended May 31~~30, 2012. General and administrative expenses and professional fees incurred during the three month period ended May 31, 2013 and 2012 were generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting and developmental costs. During the period from inception (November 12, 2010) to May 31, 2013, we incurred general and administrative and professional expenses of approximately $108,740.2014;

~~Our~~· ~~net~~Drilling ~~loss~~of ~~during~~a ~~the~~second ~~three~~horizontal ~~months~~well ~~ended~~at ~~May~~an ~~31,~~estimated ~~2013~~expenditure ~~and~~of ~~2012 was~~ $~~0.00 per share and $0.00~~5,000,000 ~~respectively. The~~by ~~weighted~~December ~~average number of shares outstanding was 42~~31,~~496,132~~ ~~for~~2014 ~~the~~(no ~~three~~expenditures ~~month~~have ~~period~~occurred ~~ended~~to ~~May 31, 2013.~~date);

~~Liquidity~~· ~~and~~Drilling ~~Capital~~of ~~Resources~~a third horizontal well at an estimated expenditure of $5,000,000 by June 30, 2016 (no expenditures have occurred to date).

~~Working~~Pursuant ~~Capital~~to the June 6, 2013 farmout agreement, our company also acquired the option to purchase the property outright and without drilling obligations for 10,000,000 shares of our common stock until December 31, 2013.

		May 31, 2013		February 28, 2013
Current Assets	$	350,816	$	106,050
Current Liabilities	$	9,824	$	9,387
Working Capital	$	340,992	$	96,663

By September, 2013 we had incurred approximately $225,000 in work expense on the property toward the satisfaction of our drilling obligations. By October, 2013 we had also paid approximately $170,000 in satisfaction of our lease renewal requirements by acquiring leases and lease extensions for 5 years on the Milford Property totaling approximately 13,300 net acres.

~~Cash~~Effective ~~Flows~~as at September 20, 2013 we entered into a Letter of Understanding and Agreement with Summit West Oil, LLC which modifies the terms of the above described farmout agreements dated March 12, and June 6, 2013. Pursuant the September 20, 2013 agreement, Norstra and Summit West have agreed to the following terms:

		May 31,2013			May 31,2012
Cash Flows from (used in) Operating Activities	$	(76,495	)	$	10
Cash Flows from (used in) Investing Activities	$	(200,000	)		Nil
Cash Flows from (used in) Financing Activities	$	500,000		$	Nil
Net Increase (decrease) in Cash During Period	$	223,505		$	10

·	Summit West will release portions of the Milford Colony Oil and Gas Lease assigned to Summit West by Teton Resources.

7· Summit West will exercise its option to extend those portions of the Milford Colony Oil and Gas Lease not released by Summit West.

As· atNorstra ~~the~~will ~~three~~negotiate ~~months~~new ~~ended~~leases ~~May~~with ~~31,~~Milford ~~2013,~~Colony ~~our~~for ~~current~~those ~~assets~~lands ~~were~~released ~~$350,816~~by ~~and~~Summit ~~our current liabilities were $9,824 which resulted in working capital of $340,992~~West. As at the three months ended May 31, 2013, current assets were comprised of $323,055 in cash compared to $99,550 in cash at February 28, 2013. At the three months ended May 31, 2013, current liabilities were comprised of $8,274 in advances from a director. Long term liabilities were comprised of $5,226 in asset retirement obligations and $411,259 in convertible notes payable, net.

~~Stockholders'~~ In ~~equity~~consideration ~~increased~~of ~~129,111~~the ~~from~~above ~~$10,641~~agreements asbetween ofSummit ~~February~~West 28and Norstra, ~~2013~~the toparties ~~$139,752~~have asmade ofthe ~~May~~following ~~31,~~undertakings ~~2013.~~and acknowledgments:

~~Cash~~· ~~Flows~~The ~~from~~Farmout ~~Operating~~Agreements ~~Activities~~of March 12, 2013 and June 6, 2013 between Summit West and Norstra shall be deemed to be satisfied.

We· ~~have~~The ~~not~~State ~~generated positive cash flows from operating activities. For the three month period ended May 31, 2013, net cash flows used in operating activities was $76,495 consisting~~ of aMontana ~~net~~Oil ~~loss of $75,614~~ and ~~was~~Gas ~~offset~~Leases bycurrently anowned ~~accretion expense of $167, expenses paid on behalf of the company~~ by aSummit ~~related~~West ~~party~~shall ofbe ~~$Nil.~~retained ~~Net cash flows provided~~ by ~~operating~~Summit ~~activities~~West ~~was $10 for the three month period ended May 31, 2012 consisting of a net loss of $6,930 which was offset by accretion expenses of $166,~~ and ~~expenses~~not ~~paid~~assigned onto ~~behalf of the company by a related party of $6,774~~Norstra.

Net cash flows used in operating activities was $118,176 for the period from inception (November 12, 2010) to May 31, 2013 consisting of a net loss of $119,704 which was offset by accretion expenses of $1,162, and expenses paid on behalf of the company by a related party of $6,774.17

~~Cash~~· ~~Flows~~Norstra ~~from~~will ~~Financing~~no ~~Activities~~longer be obligated to issue 10,000,000 shares to Summit West pursuant to the June 6, 2013 agreement.

We· ~~have~~Norstra ~~financed~~will ~~our~~instead ~~operations~~issue ~~primarily~~300,000 ~~from~~restricted ~~either~~common ~~advances~~shares ~~from~~on ~~directors~~ or ~~the~~before ~~issuance~~October ~~of equity and debt instruments. For the three months ended May 31~~1, 2013, weto ~~generated~~Fred ~~$500~~Taylor,~~000~~ ~~from financing activities. For the three months ended May 31~~President, ~~2012,~~Summit weWest ~~did~~Oil ~~not generate cash flows from financing activities. For the period from inception on November 12~~LLC, ~~2010~~in ~~through~~exchange ~~May~~for ~~31,~~Summit ~~2013,~~retaining ~~net cash provided by financing activities was $656,231 primarily due to~~ the ~~issuance~~State of ~~33,250,000~~Montana ~~common~~Oil ~~shares~~and ~~for~~Gas ~~cash~~Leases. ~~of $33~~Additionally,~~250~~ ~~pursuant~~Summit toWest ~~our~~will ~~company's~~forfeit ~~S-1~~all ~~offering~~royalty ~~and~~overrides ~~proceeds~~on ~~from~~the ~~convertible~~Milford ~~notes~~Colony ~~payable of $600,000~~leases.

~~Cash~~· ~~Flows~~Summit ~~from~~will ~~Investing~~authorize ~~Activities~~a Change of Operator to Black Gold, LLC

~~For~~Upon ~~the~~closing ~~three~~of ~~months~~our ~~ended~~September ~~May 31~~20, 2013, weagreement ~~used~~with ~~$200~~Summit West,~~000~~ inwe ~~investing~~will ~~activities. For~~hold 100% of the ~~three~~Milford ~~month~~Property ~~ended~~without ~~May~~any 31obligations for approximately 5 years. As at October 21, 2013 wethe ~~did~~Letter of Understanding Agreement has not ~~use~~closed ~~any~~and ~~cash~~the ~~flows~~300,000 ~~for~~restricted ~~investing~~common ~~activities~~shares issuable to Mr. ~~For~~ ~~the~~Fred ~~period~~Taylor ~~from~~have ~~inception~~not onbeen ~~November~~issued. It ~~12,~~is ~~2010~~anticipated ~~through~~that ~~May~~a 31formal closing will be completed prior to November, 2013. In order to secure Black Gold, ~~net~~LLC ~~cash~~as ~~used~~operator inof ~~investing~~the ~~activities~~Milford ~~was~~Property, ~~$215~~we anticipate issuing 3,000,000 common shares to Black Gold upon finalization of an operating agreement.

~~Plan~~Effective September 10, 2013, we entered into a secured promissory note in an aggregate principal amount of ~~Operation~~$250,000 pursuant to the terms of a subscription agreement between our company and Jackson Bennett, LLC. The note bears interest at an annual rate of 10% which is to be paid with principal in full on the maturity date of July 30, 2015. The principal amount of the note together with interest may be converted into shares of our common stock at the option of the holder, at a conversion price of $0.50 per share.

We ~~are~~have had limited operations and have been issued a ~~start-up~~"going concern" opinion by our auditor, ~~exploration-stage~~based ~~company~~upon ~~and~~our ~~have~~reliance ~~not~~on ~~yet~~the ~~generated~~sale orof ~~realized~~our ~~any~~common ~~revenues~~stock ~~from~~as the sole source of funds for our ~~business~~future operations.

~~Our~~Results auditors have issued a going concern opinion on our audited financial statements for the year ended February 28, 2013. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals. There is no assurance we will ever reach this point. Accordingly, we must raise cash from sources from other sources. Our only other source for cash at this time is investments by others. We must raise cash to implement our project and stay in business. As of ~~May 31, 2013, our company had $323,055 in cash on hand.~~Operations

OnOur ~~March~~financial ~~12,~~statements ~~2013~~have ~~our~~been ~~company~~prepared ~~entered~~assuming ~~into~~that awe ~~farmout~~will ~~agreement~~continue ~~with~~as ~~Summit~~a ~~West~~going ~~Oil~~concern and, ~~LLC~~accordingly, ~~for~~do ~~approximately~~not ~~10,000~~include ~~acres~~adjustments relating to the recoverability and realization of ~~oil~~assets and ~~gas~~classification ~~exploration~~of ~~property~~liabilities inthat ~~northwest~~might ~~Montana.~~be ~~Under~~necessary ~~the~~should ~~terms~~we ofbe ~~the~~unable ~~farmout~~to ~~agreement,~~continue in operation. We expect we ~~are~~will ~~required~~require additional capital to ~~carry~~meet ~~out~~our ~~the~~long ~~following~~term ~~expenditures~~operating inrequirements. ~~order~~We expect to ~~earn~~raise ~~ownership~~additional ofcapital through, among other things, the ~~property:~~sale of equity or debt securities.

8We have generated no revenues and have incurred a net loss of $313,579 since inception through August 31, 2013.

~~· $60,000~~Three byand ~~April~~Six 5Month Periods Ended August 31, 2013 ~~for~~Compared to the ~~acquisition~~Three ofMonths ~~seismic~~Ended August 31, 2012 and ~~other~~the ~~exploration~~Period ~~data~~From Inception (~~requirement~~November ~~met~~12, 2010); to August 31, 2012.

· $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);

	Three Months Ended August 31,				Six Months Ended August 31,
	2013		2012		2013		2012

General and administrative expenses	$	93,124	$	10,242	$	145,912	$	11,757
Accretion expense	$	167	$	168	$	334	$	333
Professional fees	$	59,034	$	1,250	$	71,918	$	6,500
Interest expense	$	41,549	$	Nil	$	51,325	$	Nil
Net Loss	$	(193,874	$	(11,660	$	(269,489	$	(18,590

~~· Drilling~~Our net loss for the three months ended August 31, 2013 was approximately $193,874 compared to a net loss of an$11,660 ~~additional~~during ~~horizontal~~the ~~well~~three atmonths anended ~~estimated~~August ~~expenditure~~31, 2012. Our net loss for the six months ended August 31, 2013 was approximately $269,489 compared to a net loss of $518,~~000~~590 during the six months ended August 31,~~000~~ by2012. ~~December~~During the three and six month periods ended August 31, 2013 ~~2014~~and ~~(no~~2012, ~~expenditures~~we ~~have~~did ~~occurred~~not togenerate ~~date~~any revenue. Net loss during the period from inception (November 12, 2010); to August 31, 2013 was $313,579.

~~· Drilling~~During the three months ended August 31, 2013, we incurred general and administrative, accretion expense and professional expenses of aapproximately ~~horizontal~~$152,325 ~~well~~compared atto angeneral ~~estimated~~and ~~expenditure~~administrative and accretion expense of $511,~~000~~660 during the three months ended August 31,~~000~~ by2012. ~~June~~During 30the six months ended August 31, ~~2014~~2013, ~~2014~~we ~~(no~~incurred ~~expenditures~~general ~~have~~and ~~occurred~~administrative, accretion expense and professional expenses of approximately $218,164 compared to ~~date~~general and administrative and accretion expense of $18,590 during the six months ended August 31, 2012. General and administrative expenses and professional fees incurred during the three and six month periods ended August 31, 2013 and 2012 were generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting and developmental costs. During the period from inception (November 12, 2010); to August 31, 2013, we incurred general and administrative, accretion expense and professional expenses of approximately $262,227.

~~· Drilling of an additional horizontal well at an estimated expenditure of $5,000,000 by December 31, 2014 2014 (no expenditures have occurred to date).~~18

OnOur ~~June~~net 6,loss ~~2013,~~per wecommon ~~entered~~share ~~into~~during athe ~~farmout~~three ~~agreement~~months ~~with~~ended ~~Summit~~August ~~West Oil~~31, ~~LLC,~~2013 ~~related~~and to2012 ~~additional~~was ~~property~~$0.01 ~~which~~and is$0.00, anrespectively. The ~~extension~~weighted ofaverage ~~the~~number ~~first~~of ~~South~~shares ~~Sun~~outstanding ~~River~~was ~~lease~~38,250,000 for ~~block~~the ~~and~~three ismonth ~~located~~period toended ~~the~~August ~~east~~31, ~~where~~2013. Our ~~the~~net ~~drillsite~~loss isper ~~located.~~common ~~Under~~share during the ~~terms~~six ofmonths ~~the~~ended ~~farmout~~August ~~agreement~~31, we2013 ~~are~~and ~~required~~2012 towas ~~carry~~$0.01 ~~out~~and ~~the~~$0.00, ~~following~~respectively. The ~~expenditures~~weighted inaverage ~~order~~number toof ~~earn~~shares ~~ownership~~outstanding ofwas 40,373,066 for the ~~tracts~~six wemonth ~~elect~~period toended ~~retain:~~August 31, 2013.

~~· Exercise~~Liquidity ~~the~~and ~~lease~~Capital ~~renewal option by December 20, 2013 with full payment of all leases;~~Resources

~~· Drilling~~Working ~~of horizontal well at an estimated expenditure of $5,000,000 by June 30, 2014 (no expenditures have occurred to date);~~Capital

· 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

	August 31, 2013		February 28, 2013

Current Assets	$	230,740	$	106,050
Current Liabilities	$	64,986	$	9,387
Working Capital	$	165,754	$	96,663

~~· Drilling~~Cash ~~of an additional horizontal well at an estimated expenditure of $5,000,000 by June 30, 2016 (no expenditures have occurred to date).~~Flows

If we are unable to complete any phase of exploration because we do not have sufficient capital, we will cease operations until we raise more money. If we cannot or do not raise additional capital, we will cease retaining that acreage which was earned with drilling or assignment of stock. If we cease operations, we do not have any additional plans at this time.

	August 31, 2013			August 31, 2012

Cash Flows from (used in) Operating Activities	$	(166,371	)	$	(10,233	)
Cash Flows from (used in) Investing Activities	$	(223,079	)	$Nil
Cash Flows from (used in) Financing Activities	$	500,000		$	35,750
Net Increase (decrease) in Cash During Period	$	110,550		$	25,517

As at the six months ended August 31, 2013, our current assets were $230,740 and our current liabilities were $64,986 which resulted in working capital of $165,754. As at the six months ended August 31, 2013, current assets were comprised of $210,100 in cash compared to $99,550 in cash at February 28, 2013. At the six months ended August 31, 2013, current liabilities were comprised of $8,274 in advances from a directors and $1,113 in general accounts payable. Long term liabilities were comprised of $5,393 in asset retirement obligations, $436,024 in convertible notes payable, net and $20,603 in accrued interest.

~~Limited~~Stockholders' ~~Operating~~equity /decreased $64,764 ~~History;~~from ~~Need~~$10,641 ~~for~~as ~~Additional~~of ~~Capital~~February 28, 2013 to a deficit $54,123 as of August 31, 2013.

~~There~~Cash isFlows ~~no historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenues~~ from ~~operations.~~Operating We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.Activities

ToWe ~~become~~have ~~profitable~~not ~~and~~generated ~~competitive,~~positive wecash ~~must~~flows ~~conduct~~from operating activities. For the ~~research~~six month period ended August 31, 2013, net cash flows used in operating activities was $166,371 consisting of a net loss of $269,489 and ~~exploration~~was offset by an accretion expense of ~~our~~$334, ~~properties~~share-based ~~before~~compensation weof ~~start~~$10,000, ~~production~~interest on beneficial conversion of ~~any~~$30,749, ~~minerals~~accounts wepayable ~~may~~of ~~find~~$55,599 and accrued interest-notes payable of $20,576. For Wethe ~~sought~~six ~~equity~~month ~~financing~~period toended ~~provide~~August ~~for~~31, ~~the~~2012, ~~capital~~net ~~required~~cash toflows ~~implement~~used ~~our~~in ~~research~~operating activities was $10,233 consisting of a net loss of $18,590 and ~~exploration~~was ~~phases.~~offset Weby ~~believe~~expenses ~~that~~paid on behalf of the ~~funds~~company ~~raised~~by ~~from~~a ~~our~~related ~~offering~~party ~~will~~of ~~allow~~$6,774, usan toaccretion ~~operate~~expense ~~for~~of ~~one~~$333 ~~year.~~and accounts payable of $1,250.

WeNet ~~have~~cash noflows ~~assurance~~used ~~that~~in ~~future~~operating ~~financing~~activities ~~will~~was be$208,052 ~~available~~for the period from inception (November 12, 2010) to usAugust on31, ~~acceptable~~2013 ~~terms.~~consisting Ifof ~~financing~~a isnet ~~not~~loss ~~available~~of $313,579 which was offset by expenses paid on ~~satisfactory~~behalf ~~terms~~of the company by a related party of $6,774, wean ~~may~~accretion beexpenses ~~unable~~of to$1,329, ~~continue~~share based compensation of $10,000, ~~develop~~interest oron ~~expand~~beneficial ~~our~~conversion ~~operations.~~of ~~Equity~~$30,749, ~~financing~~accounts ~~could~~payable ~~result~~of in$56,712 ~~additional~~and ~~dilution~~accrued tointerest-notes ~~existing~~payable ~~shareholders.~~of $20,603.

~~Purchase of Significant Equipment~~19

WeCash doFlows ~~not~~used ~~intend~~in toInvesting ~~purchase any significant equipment during the next twelve months.~~Activities

9For the six months ended August 31, 2013, we used $223,079 in investing activities. For the six month ended August 31, 2012 we did not use any cash flows for investing activities. For the period from inception on November 12, 2010 through August 31, 2013, net cash used in investing activities was $238,079.

~~Off-Balance~~Cash ~~Sheet~~Flows ~~Arrangements~~from Financing Activities

We have nofinanced ~~off-balance~~our ~~sheet~~operations ~~arrangements~~primarily ~~that~~from ~~have~~either advances from directors or ~~are~~the ~~reasonably~~issuance ~~likely~~of toequity ~~have~~and adebt ~~current~~instruments. orFor ~~future~~the ~~effect~~six onmonths ~~our~~ended ~~financial~~August ~~condition~~31, ~~changes~~2013, inwe ~~financial~~generated ~~condition~~$500,000 ~~revenues~~from orfinancing ~~expenses~~activities. For the six months ended August 31, ~~results~~2012, ofwe ~~operations~~generated $35,750 ~~liquidity~~from financing activities. For the period from inception on November 12, ~~capital~~2010 ~~expenditures~~through orAugust ~~capital~~31, ~~resources~~2013, ~~that~~net iscash ~~material~~provided by financing activities was $656,231primarily due to ~~stockholders~~the issuance of 33,250,000 common shares for cash of $33,250 pursuant to our company's S-1 offering and proceeds from convertible notes payable of $600,000.

~~Going~~Plan ~~Concern~~of Operation

~~The~~We ~~financial~~are ~~statements accompanying this report have been prepared on~~ a ~~going concern basis~~start-up, ~~which~~exploration-stage ~~implies that our~~ company ~~will continue to realize its assets~~ and ~~discharge~~have ~~its liabilities and commitments in the normal course of business. Our company has~~ not yet generated ~~revenues~~or ~~since~~realized ~~inception and has never paid~~ any ~~dividends~~revenues ~~and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of our company as a going concern is dependent upon the continued financial support~~ from our ~~shareholders,~~business ~~the ability of our company to obtain necessary equity financing to achieve our operating objectives, and the attainment of profitable~~ operations. As of May 31, 2013, our company has accumulated losses of $119,704 since inception. We do not have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months.

~~Due~~Our toauditors ~~the~~have ~~uncertainty~~issued ofa ~~our~~going ~~ability~~concern toopinion ~~meet~~on our ~~current~~audited ~~operating~~financial ~~expenses~~statements ~~and~~for the ~~capital~~year ~~expenses~~ended ~~noted~~February ~~above~~28, in2013. ~~their~~This ~~report~~means onthat ~~the~~there ~~financial~~is ~~statements~~substantial doubt that we can continue as an on-going business for the ~~year~~next ~~ended~~twelve ~~February~~months ~~28,~~unless ~~2013,~~we obtain additional capital to pay our ~~independent~~bills. ~~auditors~~This ~~included~~is anbecause ~~explanatory~~we ~~paragraph~~have ~~regarding~~not ~~concerns~~generated ~~about~~any ~~our~~revenues ~~ability~~and tono ~~continue~~revenues asare aanticipated ~~going~~until ~~concern~~we begin removing and selling minerals. ~~Our~~There ~~financial~~is ~~statements~~no ~~contain~~assurance ~~additional~~we ~~note~~will ~~disclosures~~ever ~~describing~~reach ~~the~~this ~~circumstances~~point. ~~that~~Accordingly, ~~lead~~we tomust raise cash from sources from other sources. Our only other source for cash at this ~~disclosure~~time is investments by others. We must raise cash to implement our ~~independent~~project ~~auditors~~and stay in business. As of August 31, 2013, our company had $210,100 in cash on hand.

~~The~~On ~~continuation~~March of12, ~~our~~2013, ~~business~~we isentered ~~dependent~~into ~~upon~~a usfarmout ~~raising~~agreement ~~additional~~with ~~financial~~Summit ~~support.~~West ~~The~~Oil, ~~issuance~~LLC offor ~~additional~~approximately ~~equity~~10,000 ~~securities~~acres byof usoil ~~could~~and ~~result~~gas exploration property in anorthwest ~~significant~~Montana ~~dilution~~known inas the ~~equity~~South ~~interests~~Sun River Bakken Prospect. Under the terms of ~~our~~the ~~current~~original ~~stockholders.~~farmout ~~Obtaining~~agreement, ~~commercial~~which ~~loans~~was subsequently amended, ~~assuming~~we ~~those~~were ~~loans~~required ~~would~~to becarry ~~available~~out the following expenditures in order to earn a 100% interest in the property, ~~will~~subject ~~increase~~to ~~our~~an ~~liabilities~~underlying 20% burden to Summit West Oil, LLC and ~~future~~the ~~cash~~State ~~commitments.~~of Montana:

~~Critical~~· ~~Accounting~~$60,000 ~~Policies~~ by April 5, 2013 for the acquisition of seismic and other exploration data (requirement met);

~~Basis~~· $140,000 by April 30, 2013 for the reinterpretation of ~~Presentation~~the seismic data as well as delineation and surveying of potential drill locations; (requirement met);

~~The~~· ~~financial~~Drilling ~~statements~~ of ~~our~~an ~~company~~additional ~~have~~horizontal ~~been~~well ~~prepared~~at inan ~~accordance~~estimated ~~with~~expenditure ~~generally accepted accounting principles in the United States~~ of ~~America~~$5,000,000 ~~and~~by ~~are~~December ~~presented~~31, in2013 ~~US dollars. Our company's fiscal year end is February 28.~~;

~~Cash~~· ~~and~~Drilling ~~Cash~~of ~~Equivalents~~a horizontal well at an estimated expenditure of $5,000,000 by June 30, 2014; and

~~Our~~· ~~company~~Drilling ~~considers all highly liquid instruments with a maturity~~ of ~~three~~an ~~months~~additional orhorizontal ~~less~~well at ~~the~~an ~~time~~estimated expenditure of ~~issuance to be cash equivalents. Our company had~~ $~~323~~5,~~055 and $99~~000,~~550~~000 ofby ~~cash~~December ~~and cash equivalents at May~~ 31, ~~2013 and February 28, 2013, respectively~~2014.

~~Use~~The terms of ~~Estimates~~the March 12, 2013 farmout agreement with Summit West were subsequently amended by the June 6, 2013 farmout agreement and ~~Assumptions~~Letter of Understanding and Agreement dated September 20, 2013 with Summit West. The drilling obligations of the March 12, 2013 agreement are no longer applicable and the claims subject to that agreement have been returned to Summit West. On June 6, 2013, we entered into a second farmout agreement with Summit West Oil, LLC, related to an additional property (known as the “Milford Colony Oil and Gas Lease” or the “Milford Property”) which is an extension of and located to the east of the first South Sun River lease block (which was the subject of the March 12, 2013farmout agreeement). This additional property is the primary focus of our operations.

~~The~~Under ~~preparation~~the terms of ~~financial~~the ~~statements~~farmout inagreement, ~~conformity~~we ~~with~~were ~~accounting~~required ~~principles~~to ~~generally~~carry ~~accepted~~out in the ~~United~~following ~~States~~expenditures ~~requires~~in ~~management~~order to ~~make~~earn ~~estimates~~a ~~and~~100% ~~assumptions~~interest ~~that~~in ~~affect~~ the ~~reported~~property, ~~amounts~~subject ofto ~~assets~~an ~~and~~underlying ~~liabilities~~20% ~~and~~royalty ~~disclosure~~burden ofto ~~contingent~~Summit ~~assets~~West, ~~and~~Teton ~~liabilities~~Resources, ~~at the date of the financial statements~~ and the ~~reported~~Milford ~~amounts~~Hutterite ~~of revenues and expenses during the reporting period. Actual results could differ from those estimates.~~Colony:

~~Financial~~· ~~Instruments~~Exercise the lease renewal option by December 20, 2013 with full payment of all or some of the lease tracts;

~~The~~· ~~carrying~~Drilling ~~value~~ of ~~our~~horizontal ~~company’s~~well ~~financial~~at ~~instruments~~an ~~approximates~~estimated ~~their~~expenditure ~~fair value because~~ of ~~the~~$5,000,000 ~~short~~by ~~maturity~~June of30, ~~these instruments.~~2014;

10· Drilling of a second horizontal well at an estimated expenditure of $5,000,000 by December 31, 2014 (no expenditures have occurred to date);

~~Stock-based~~· ~~Compensation~~Drilling of a third horizontal well at an estimated expenditure of $5,000,000 by June 30, 2016 (no expenditures have occurred to date).

Stock-based compensation is accounted for at fair value in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718). To date, our company has not adopted a stock option plan and has not granted any stock options.20

~~Income~~Pursuant ~~Taxes~~to the June 6, 2013 farmout agreement, our company also acquired the option to purchase the property outright and without drilling obligations for 10,000,000 shares of our common stock until December 31, 2013.

~~Income~~By ~~taxes~~September, ~~are~~2013 ~~accounted~~we ~~for~~had ~~under~~incurred ~~the~~approximately ~~assets~~$225,000 ~~and~~in ~~liability~~work ~~method.~~expense ~~Deferred~~on ~~tax assets and liabilities are recognized for~~ the ~~estimated~~property ~~future~~toward ~~tax consequences attributable to differences between~~ the ~~financial~~satisfaction ~~statement carrying amounts~~ of ~~existing~~our ~~assets~~drilling ~~and~~obligations. By ~~liabilities~~October, ~~and~~2013 ~~their~~we ~~respective~~had ~~tax~~also ~~bases~~paid ~~and~~approximately ~~operating~~$170,000 ~~loss~~in ~~and~~satisfaction ~~tax~~of ~~credit~~our ~~carry~~lease ~~forwards.~~renewal ~~Deferred~~requirements ~~tax~~by ~~assets~~acquiring leases and ~~liabilities~~lease ~~are~~extensions ~~measured~~for ~~using~~5 ~~enacted~~years ~~tax~~on ~~rates in effect for~~ the ~~year~~Milford inProperty totaling ~~which~~approximately ~~those~~13,300 ~~temporary~~net ~~differences are expected to be recovered or settled~~acres.

~~Basic~~Effective as at September 20, 2013 we entered into a Letter of Understanding and ~~Diluted~~Agreement ~~Net~~with ~~Loss~~Summit ~~per~~West ~~Share~~Oil, LLC which modifies the terms of the above described farmout agreements dated March 12, and June 6, 2013. Pursuant the September 20, 2013 agreement, Norstra and Summit West have agreed to the following terms:

~~Our~~· ~~company~~Summit ~~computes~~West ~~net~~will ~~loss~~release ~~per~~portions ~~share~~of inthe ~~accordance~~Milford ~~with~~Colony ~~ASC~~Oil ~~260,"Earnings per Share". ASC 260 requires presentation of both basic~~ and ~~diluted~~Gas ~~earnings~~Lease ~~per~~assigned ~~share~~to ~~(EPS)~~Summit onWest ~~the~~by ~~face~~Teton ~~of the income statement~~Resources.

~~Basic~~· ~~EPS~~Summit isWest ~~computed~~will byexercise ~~dividing~~its ~~net~~option ~~loss available~~ to ~~common~~extend ~~shareholders~~those ~~(numerator)~~portions ~~by the weighted average number~~ of ~~shares outstanding (denominator) during~~ the ~~period.~~Milford ~~Diluted~~Colony ~~EPS~~Oil ~~gives effect to all potentially dilutive common shares outstanding during the period. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive. At May 31, 2013~~ and ~~2012,~~Gas noLease ~~potentially~~not ~~dilutive~~released ~~shares~~by ~~were~~Summit ~~issued or outstanding~~West.

~~Oil~~· ~~and~~Norstra ~~Gas~~will ~~Properties~~negotiate new leases with Milford Colony for those lands released by Summit West.

~~Our~~In ~~company~~consideration ~~uses the full cost method~~ of accounting for oil and natural gas properties. Under this method, all acquisition, exploration and development costs, including certain payroll, asset retirement costs, other internal costs, and interest incurred for the ~~purpose~~above ofagreements ~~finding~~between ~~oil~~Summit ~~and~~West ~~natural gas reserves, are capitalized. Internal costs that are capitalized are directly attributable to acquisition, exploration~~ and ~~development activities and do not include costs related to production~~Norstra, ~~general corporate overhead or similar activities. Costs associated with production and general corporate activities are expensed in~~ the ~~period~~parties ~~incurred.~~have ~~Proceeds~~made ~~from~~ the ~~sale~~following ofundertakings ~~oil~~ and natural gas properties are applied to reduce the capitalized costs of oil and natural gas properties unless the sale would significantly alter the relationship between capitalized costs and proved reserves, in which case a gain or loss is recognized.acknowledgments:

~~Capitalized~~· ~~costs~~The ~~associated~~Farmout ~~with~~Agreements ~~impaired~~of ~~properties~~March ~~and capitalized costs related to properties having proved reserves~~12, ~~plus~~2013 ~~the estimated future development costs,~~ and ~~asset~~June ~~retirement costs under ASC 410 “Asset Retirement and Environmental Obligations”~~6, ~~are~~2013 ~~amortized~~between ~~using~~Summit ~~the~~West ~~unit-of-production method based on proved reserves. Capitalized costs of oil~~ and ~~natural~~Norstra ~~gas~~shall ~~properties,~~be ~~net~~deemed ~~of accumulated amortization and deferred income taxes, are limited~~ to ~~the~~be ~~total of estimated future net cash flows from proved oil and natural gas reserves, discounted at ten percent, plus the cost of unevaluated properties~~satisfied.

~~There~~· ~~are~~The ~~many~~State ~~factors,~~of ~~including~~Montana ~~global~~Oil ~~events that may influence the production, processing, marketing~~ and ~~price~~Gas ofLeases ~~oil~~(which ~~and~~are ~~natural gas. A reduction in~~ the ~~valuation~~subject of ~~oil~~the ~~and~~March ~~natural~~12, ~~gas~~2013 ~~properties~~farmout ~~resulting~~agreement) ~~from~~currently ~~declining~~owned ~~prices~~by orSummit ~~production~~West ~~could~~shall ~~adversely~~be ~~impact~~retained ~~depletion~~by ~~rates~~Summit West and ~~capitalized cost limitations. Capitalized costs associated with properties that have~~ not ~~been~~assigned ~~evaluated~~to ~~through drilling or seismic analysis, including exploration wells in progress at May 31, 2013, are excluded from the unit-of-production amortization~~Norstra. ~~Exclusions are adjusted annually based on drilling results and interpretative analysis.~~

11· Norstra will no longer be obligated to issue 10,000,000 shares to Summit West pursuant to the June 6, 2013 agreement.

~~Revenue~~· ~~recognition: Sales~~Norstra ofwill ~~oil~~instead ~~and~~issue ~~natural~~300,000 ~~gas~~restricted ~~properties~~common ~~are~~shares ~~accounted~~on ~~for~~or asbefore ~~adjustments~~October to1, ~~the~~2013 ~~net~~to ~~full~~Fred ~~cost~~Taylor, ~~pool~~President, ~~with~~Summit noWest ~~gain~~Oil ~~or loss recognized~~LLC, ~~unless~~in ~~the~~exchange ~~adjustment~~for ~~would~~Summit ~~significantly~~retaining ~~alter~~ the ~~relationship~~State ~~between~~of ~~capitalized~~Montana ~~costs~~Oil and ~~proved~~Gas ~~reserves~~Leases. ~~If it is determined that the relationship is significantly altered~~Additionally, ~~the~~Summit ~~corresponding~~West ~~gain or loss~~ will beforfeit ~~recognized~~all inroyalty ~~the~~overrides ~~statements~~on ~~of operations. Costs of oil and gas properties are amortized using~~ the ~~units~~Milford ofColony ~~production method~~leases.

~~Ceiling~~· ~~test: Under~~Summit ~~the~~will ~~full-cost~~authorize ~~method~~a ofChange ~~accounting, the net book value~~ of ~~oil~~Operator and gas properties, less related deferred income taxes, may not exceed a calculated “ceiling.” The ceiling limitation is the estimated after-tax future net cash flows from proved oil and gas reserves, discounted at 10 percent per annum and adjusted for cash flow hedges. Estimated future net cash flows exclude future cash outflows associated with settling accrued asset retirement obligations. Our company has adopted U.S. Securities and Exchange Commission (“SEC”) Release 33-8995 and the amendments to ~~ASC~~Black ~~932~~Gold, “Extractive Industries — Oil and Gas” (the Modernization Rules). Under the Modernization Rules, estimated future net cash flows are calculated using end-of-period costs and an unweighted arithmetic average of commodity prices in effect on the first day of each of the previous 12 months, held flat for the life of the production, except where prices are defined by contractual arrangements. LLC

~~Any~~As ~~excess~~at ofOctober ~~the~~21, ~~net~~2013 ~~book~~the ~~value~~Letter of ~~proved~~Understanding ~~oil~~Agreement ~~and~~has ~~gas~~not ~~properties,~~closed ~~less~~and ~~related~~the ~~deferred~~300,000 ~~income~~restricted ~~taxes,~~common ~~over~~shares ~~the~~issuable ~~ceiling~~to isMr. ~~charged~~Fred toTaylor ~~expense~~have ~~and~~not ~~reflected~~been asissued. It ~~additional~~is ~~depletion,~~anticipated ~~depreciation~~that ~~and~~a ~~amortization~~formal ~~expense~~closing ~~(“DD&A”)~~will inbe ~~the~~completed ~~accompanying~~prior ~~statement~~to ofNovember, ~~operations~~2013. In ~~Such~~order ~~limitations~~to ~~are~~secure ~~tested~~Black ~~quarterly.~~Gold, AsLLC as operator of ~~May~~the 31Milford Property, ~~2013~~we ~~and~~anticipate ~~February~~issuing 283, ~~2013~~000,000 ~~capitalized~~common ~~costs~~shares ~~did~~to ~~not~~Black ~~exceed~~Gold ~~the~~upon ~~ceiling~~finalization ~~limitation,~~of ~~and~~an nooperating ~~write-down was indicated~~agreement.

~~Asset~~Limited ~~Retirement~~Operating ~~Obligations~~History; Need for Additional Capital

~~Our~~There ~~company~~is ~~records~~no ~~the~~historical ~~fair~~financial ~~value~~information ofabout aus ~~liability~~upon ~~for~~which anto ~~asset~~base ~~retirement~~an ~~obligation~~evaluation inof ~~the~~our ~~period~~performance. inWe ~~which~~are itan isexploration ~~incurred~~stage corporation and ahave ~~corresponding~~not ~~increase~~generated inany ~~the~~revenues ~~carrying~~from ~~amount~~operations. ofWe ~~the~~cannot ~~related~~guarantee ~~long-lived~~we ~~asset.~~will ~~The~~be ~~liability~~successful isin ~~accreted~~our tobusiness ~~its~~operations. ~~present~~Our ~~value~~business ~~each~~is ~~period,~~subject ~~and~~to risks inherent in the ~~capitalized~~establishment ~~cost~~of isa ~~depreciated~~new ~~over~~business ~~the~~enterprise, ~~useful~~including ~~life~~limited ofcapital ~~the~~resources, ~~related~~possible ~~asset.~~delays Ifin the ~~liability~~exploration isof ~~settled~~our ~~for~~properties, anand ~~amount~~possible ~~other~~cost ~~than~~overruns ~~the~~due ~~recorded~~to ~~amount,~~price aand ~~gain~~cost orincreases ~~loss~~in ~~is recognized~~services.

~~Recent~~To ~~Accounting~~become ~~Pronouncements~~profitable and competitive, we must conduct the research and exploration of our properties before we start production of any minerals we may find. We sought equity financing to provide for the capital required to implement our research and exploration phases. We believe that the funds raised from our offering will allow us to operate for one year.

~~Except~~We ~~for~~have ~~rules~~no ~~and~~assurance ~~interpretive~~that ~~releases~~future offinancing ~~the~~will ~~SEC~~be ~~under~~available ~~authority~~to ofus ~~federal~~on ~~securities~~acceptable ~~laws~~terms. ~~and~~If afinancing ~~limited number of grandfathered standards, the FASB ASC~~ is ~~the~~not ~~sole~~available ~~source~~on ofsatisfactory ~~authoritative~~terms, ~~GAAP~~we ~~literature~~may ~~recognized~~be byunable ~~the~~to ~~FASB~~continue, ~~and~~develop ~~applicable~~or toexpand our ~~company~~operations. ~~Management~~Equity ~~has~~financing ~~reviewed~~could ~~the~~result ~~aforementioned~~in ~~rules~~additional ~~and~~dilution ~~releases~~to ~~and~~existing ~~believes any effect will not have a material impact on our company's present or future consolidated financial statements~~shareholders.

~~Item~~Purchase 3.of ~~Quantitative~~Significant ~~and Qualitative Disclosures About Market Risk~~Equipment

AsWe ado ~~“smaller~~not ~~reporting~~currently ~~company”,~~intend weto ~~are~~purchase ~~not~~any ~~required~~significant toequipment ~~provide~~during the ~~information~~next ~~required~~twelve ~~by this Item~~months.

~~Item~~Off-Balance 4.Sheet ~~Controls and Procedures~~Arrangements

We ~~maintain~~have ~~disclosure~~no ~~controls~~off-balance ~~and~~sheet ~~procedures~~arrangements that have or are ~~designed~~reasonably likely to ~~ensure~~have ~~that~~a ~~information~~current ~~required~~or tofuture beeffect ~~disclosed~~on in our ~~reports~~financial ~~filed~~condition, ~~under~~changes ~~the~~in ~~Securities~~financial ~~Exchange~~condition, ~~Act~~revenues ofor ~~1934~~expenses, asresults ~~amended,~~of ~~is recorded~~operations, ~~processed~~liquidity, ~~summarized~~capital ~~and~~expenditures ~~reported~~or ~~within~~capital ~~the~~resources ~~time periods specified in the Securities and Exchange Commission's rules and forms, and~~ that ~~such information~~ is ~~accumulated~~material ~~and communicated~~ to our management, including our president (our principal executive officer) and chief financial officer (our principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosurestockholders.

1221

AsGoing the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer) and chief financial officer (our principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer) and chief financial officer (our principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective in providing reasonable assurance in the reliability of our reports as of the end of the period covered by this quarterly report.Concern

~~Changes~~The financial statements accompanying this report have been prepared on a going concern basis, which implies that our company will continue to realize its assets and discharge its liabilities and commitments in ~~Internal~~the ~~Control~~normal ~~over~~course ~~Financial~~of ~~Reporting~~business. Our company has not generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of our company as a going concern is dependent upon the continued financial support from our shareholders, the ability of our company to obtain necessary equity financing to achieve our operating objectives, and the attainment of profitable operations. As of August 31, 2013, our company has accumulated losses of $313,579 since inception. We do not have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months.

~~During~~Due to the ~~period~~uncertainty ~~covered~~of byour ~~this~~ability ~~report~~to ~~there~~meet ~~were~~our nocurrent ~~changes~~operating expenses and the capital expenses noted above in ~~our~~their ~~internal~~report ~~control~~on ~~over~~the financial ~~reporting~~statements ~~that~~for ~~materially~~the ~~affected~~year ended February 28, or2013, ~~are~~our ~~reasonably~~independent ~~likely~~auditors toincluded ~~materially~~an ~~affect,~~explanatory paragraph regarding concerns about our ~~internal~~ability ~~control~~to ~~over~~continue as a going concern. Our financial ~~reporting~~statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

~~PART~~The IIcontinuation –of ~~OTHER~~our ~~INFORMATION~~business is dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

~~Item~~Critical 1.Accounting ~~Legal Proceedings~~Policies

WeBasis ~~know~~ of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.Presentation

~~Item~~The 1Afinancial statements of our company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. Our ~~Risk~~company's ~~Factors~~fiscal year end is February 28.

AsCash aand ~~“smaller~~Cash ~~reporting company”, we are not required to provide the information required by this Item.~~Equivalents

~~Item~~Our 2.company ~~Unregistered~~considers ~~Sales~~all highly liquid instruments with a maturity of ~~Equity~~three ~~Securities~~months or less at the time of issuance to be cash equivalents. Our company had $210,100 and ~~Use~~$99,550 of ~~Proceeds~~cash and cash equivalents at August 31, 2013 and February 28, 2013, respectively.

~~None.~~ Use of Estimates and Assumptions

~~Item~~The 3preparation of financial statements in conformity with accounting principles generally accepted in the United States 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. ~~Defaults~~Actual ~~Upon~~results ~~Senior~~could ~~Securities~~differ from those estimates.

~~None.~~Financial Instruments

~~Item~~The 4.carrying ~~Mining~~value ~~Safety~~of ~~Disclosures~~our company’s financial instruments approximates their fair value because of the short maturity of these instruments.

~~Not~~Stock-based ~~applicable.~~Compensation

~~Item~~Stock-based 5compensation is accounted for at fair value in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718). To ~~Other~~date, ~~Information~~our company has not adopted a stock option plan and has not granted any stock options.

~~None.~~22

13Income Taxes

~~Item~~Income 6taxes are accounted for under the assets and liability method. ~~Exhibits~~Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

Exhibit Number		Description of Exhibit
(3)		Articles of Incorporation and Bylaws
3.01		Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on April 30, 2012)
3.02		Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on April 30, 2012)
3.03		Certificate of Amendment (incorporated by reference to our Registration Statement on Form S-1 filed on April 30, 2012)
3.04		Certificate of Change (incorporated by reference to our Registration Statement on Form S-1 filed on April 30, 2012)
3.05		Certificate of Amendment (incorporated by reference to our Current Report on Form 8-K filed on March 5, 2013)
(10)		Material Contracts
10.1		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)
10.2		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)
10.3		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)
10.4		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)
10.5		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)
10.6		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)
10.7*		Subscription Agreement dated April 5, 2013 between our company and Jackson Bennett LLC
10.8		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)
10.9*		Subscription Agreement dated May 15, 2013 between our company and Jackson Bennett LLC
10.10*		Subscription Agreement dated May 29, 2013 between our company and Jackson Bennett LLC
10.11*		Farmout Agreement dated June 6, 2013 between our company and Summit West Oil, LLC
(14)		Code of Ethics
14.1		Code of Ethics (incorporated by reference to our Annual Report on Form 10-K filed on June 7, 2013)
(31)		Rule 13a-14(a) / 15d-14(a) Certifications
31.1*		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
31.2*		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer.
(32)		Section 1350 Certifications
32.1*		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
32.2*		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
101**		Interactive Data File (Form 10-K for the year ended February 28, 2013 furnished in XBRL).
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

Basic and Diluted Net Loss per Share

14Our company computes net loss per share in accordance with ASC 260,"Earnings per Share". ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement.

* FiledBasic ~~herewith~~EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive. At August 31, 2013 and 2012, 6,511,837 and 0 potentially dilutive shares were issued or outstanding.

**Oil 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~~Gas ~~Act of 1934, and otherwise are not subject to liability under these sections.~~Properties

15Our company uses the full cost method of accounting for oil and natural gas properties. Under this method, all acquisition, exploration and development costs, including certain payroll, asset retirement costs, other internal costs, and interest incurred for the purpose of finding oil and natural gas reserves, are capitalized. Internal costs that are capitalized are directly attributable to acquisition, exploration and development activities and do not include costs related to production, general corporate overhead or similar activities. Costs associated with production and general corporate activities are expensed in the period incurred. Proceeds from the sale of oil and natural gas properties are applied to reduce the capitalized costs of oil and natural gas properties unless the sale would significantly alter the relationship between capitalized costs and proved reserves, in which case a gain or loss is recognized.

~~SIGNATURES~~Capitalized costs associated with impaired properties and capitalized costs related to properties having proved reserves, plus the estimated future development costs, and asset retirement costs under ASC 410 “Asset Retirement and Environmental Obligations”, are amortized using the unit-of-production method based on proved reserves. Capitalized costs of oil and natural gas properties, net of accumulated amortization and deferred income taxes, are limited to the total of estimated future net cash flows from proved oil and natural gas reserves, discounted at ten percent, plus the cost of unevaluated properties.

~~Pursuant~~There toare ~~the~~many ~~requirements~~factors, ofincluding ~~Section~~global 13events orthat ~~15(d)~~may ofinfluence the ~~Securities~~production, ~~Exchange~~processing, ~~Act~~marketing and price of ~~1934,~~oil and natural gas. A reduction in the ~~registrant~~valuation ~~has~~of ~~duly~~oil ~~caused~~and ~~this~~natural ~~report~~gas toproperties beresulting ~~signed~~from ondeclining ~~its~~prices ~~behalf~~or byproduction ~~the~~could ~~undersigned~~adversely impact depletion rates and capitalized cost limitations. Capitalized costs associated with properties that have not been evaluated through drilling or seismic analysis, ~~thereunto~~including ~~duly~~exploration ~~authorized~~wells in progress at August 31, 2013, are excluded from the unit-of-production amortization. Exclusions are adjusted annually based on drilling results and interpretative analysis.

	NORSTRA ENERGY INC.
Date: July 22, 2013	/s/ Glen Landry
	Glen Landry
	President, Chief Executive Officer, Secretary, Treasurer
	and Director
	(Principal Executive Officer)
Date: July 22, 2013	/s/ Dallas Kerkenezov
	Dallas Kerkenezov
	Chief Financial Officer
	(Principal Financial Officer and Principal Accounting
	Officer)

Revenue recognition: Sales of oil and natural gas properties are accounted for as adjustments to the net full cost pool with no gain or loss recognized, unless the adjustment would significantly alter the relationship between capitalized costs and proved reserves. If it is determined that the relationship is significantly altered, the corresponding gain or loss will be recognized in the statements of operations. Costs of oil and gas properties are amortized using the units of production method.

Ceiling test: Under the full-cost method of accounting, the net book value of oil and gas properties, less related deferred income taxes, may not exceed a calculated “ceiling.” The ceiling limitation is the estimated after-tax future net cash flows from proved oil and gas reserves, discounted at 10 percent per annum and adjusted for cash flow hedges. Estimated future net cash flows exclude future cash outflows associated with settling accrued asset retirement obligations. Our company has adopted U.S. Securities and Exchange Commission (“SEC”) Release 33-8995 and the amendments to ASC 932, “Extractive Industries — Oil and Gas” (the Modernization Rules). Under the Modernization Rules, estimated future net cash flows are calculated using end-of-period costs and an unweighted arithmetic average of commodity prices in effect on the first day of each of the previous 12 months, held flat for the life of the production, except where prices are defined by contractual arrangements.

Any excess of the net book value of proved oil and gas properties, less related deferred income taxes, over the ceiling is charged to expense and reflected as additional depletion, depreciation and amortization expense (“DD&A”) in the accompanying statement of operations. Such limitations are tested quarterly. As of August 31, 2013 and February 28, 2013, capitalized costs did not exceed the ceiling limitation, and no write-down was indicated.

The Company periodically assesses for impairment and no indication of impairment existed at August 31, 2013 and February 28, 2013.

The amount of capitalized costs for the Reno County, Kansas lease at August 31, 2013 and February 28, 2013 is $19,064. The amount of capitalized costs for the South Sun River Bakken Prospect at August 31, 2013 and February 28, 2013 is $223,079 and nil, respectively.

Asset Retirement Obligations

Our company records the fair value of a liability for an asset retirement obligation in the period in which it is incurred and a corresponding increase in the carrying amount of the related long-lived asset. The liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. If the liability is settled for an amount other than the recorded amount, a gain or loss is recognized.

Recent Accounting Pronouncements

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB ASC is the sole source of authoritative GAAP literature recognized by the FASB and applicable to our company. Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on our company's present or future consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer) and chief financial officer (our principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

As the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer) and chief financial officer (our principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer) and chief financial officer (our principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective in providing reasonable assurance in the reliability of our reports as of the end of the period covered by this quarterly report.

Changes in Internal Control over Financial Reporting

During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mining Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit Number		Description of Exhibit

(3)		Articles of Incorporation and Bylaws

3.01		Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on April 30, 2012)

3.02		Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on April 30, 2012)

3.03		Certificate of Amendment (incorporated by reference to our Registration Statement on Form S-1 filed on April 30, 2012)

3.04		Certificate of Change (incorporated by reference to our Registration Statement on Form S-1 filed on April 30, 2012)

3.05		Certificate of Amendment (incorporated by reference to our Current Report on Form 8-K filed on March 5, 2013)

(10)		Material Contracts

10.1		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)

Exhibit Number		Description of Exhibit

10.2		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)

10.3		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)

10.4		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)

10.5		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)

10.6		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)

10.7		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)

10.8		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)

10.9		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)

10.10		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)

10.11		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)

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)

10.13		Letter of Understanding and Agreement with Summit West Oil, LLC dated September 20, 20123*

(14)		Code of Ethics

14.1		Code of Ethics (incorporated by reference to our Annual Report on Form 10-K filed on June 7, 2013)

(31)		Rule 13a-14(a) / 15d-14(a) Certifications

31.1*		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer

31.2*		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer.

(32)		Section 1350 Certifications

32.1*		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer

32.2*		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

101**		Interactive Data File (Form 10-K for the year ended February 28, 2013 furnished in XBRL).
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

*	Filed herewith.

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.

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.

	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)

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