10-K/A

United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 10-K/A-1

(Mark One)

☒Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 

For the fiscal year ended December 31, 2023

Or

☐Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 

For the transition period from ___________to ___________

Commission file number 000-56587

Circle Energy, Inc.

(Exact name of registrant as specified in its charter)

Nevada	87-4125972
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
8211 E. Regal Place Tulsa, OK	74133
(Address of principal executive offices)	(Zip Code)
(918) 994-0693
(Registrant’s telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act:

Title of Each Class Trading Symbol Name of Exchange

Securities registered under Section 12(g) of the Exchange Act:  Common Stock, $0.001 par value.

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

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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).  Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See 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 x	Smaller reporting company ☒
Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

1

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x

As of June 30, 2023, the aggregate market value of the common voting stock held by non-affiliates of the registrant, based upon the closing stock price on that day on the OTCQB of $1.50 per share, was $495,000.

As of February 27, 2024, the issuer had outstanding 1,530,000 shares of common stock ($0.001 par value).

Documents incorporated by reference: None

EXPLANATORY NOTE

We have revised information in the following items of this annual report:

Item 9A has been amended to include a discussion regarding the effectiveness of the Company’s internal controls over financial reporting and the framework used to evaluate these controls, that was not included in the original 10-K filed March 1, 2024, (“Original 10-K”) with the Securities and Exchange Commission (“SEC”). In connection with this update to Item 9A the Company included an update to Rule 15(d)-14(a) Certification of Management Exhibits and Section 1350 Certification of Management Exhibits. Lastly, the Auditors have revised their Report of Independent Registered Public Accounting Firm so that it is properly addressed and includes the name of the Company.

This Amendment No. 1 continues to speak as of the date of the original Form 10-K for the year ended December 31, 2023, and the Company has not updated or amended the disclosures contained in the amended items to reflect events that have occurred since the filing of the original Form 10-K, or modified or updated those disclosures in any way other than as described in the preceding paragraph.  Accordingly, this Amendment No. 1 should be read in conjunction with the Company’s filings made with the Commission subsequent to the filing of the original Form 10-K on March 1, 2024.

2

PART II

Item 8:Financial Statements and Supplementary Data 

The financial statements and supplementary data required by this item are included beginning at page F-1 of this Annual Report.

Item 9A: Controls and Procedures 

Evaluation of disclosure controls and procedures.

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.  Based on their evaluation and as of the date of that evaluation, these officers concluded that the Company’s disclosure controls and procedures were effective.

Changes in internal control over financial reporting.

There were no changes in our internal control over financial reporting that occurred during the fiscal year ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of our company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed our internal control over financial reporting as of December 31, 2023, the end of our fiscal year. Management based its assessment on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). Management’s assessment included evaluation of such elements as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment.

Based on our assessment, management has concluded that our internal control over financial reporting was effective, as of the end of the fiscal year, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles.

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PART IV

Item 15: Exhibits, Financial Statement Schedules

(a) Financial Statements

The following financial statements are filed with this Annual Report:

Report of Independent Registered Public Accounting Firm

Balance Sheets as of December 31, 2023 and 2022

Statements of Operations for the years ended December 31, 2023 and 2022

Statements of Stockholders’ Equity for the years ended December 31, 2023 and 2022

Statements of Cash Flows for the years ended December 31, 2023 and 2022

Notes to Financial Statements

Supplemental Information on Oil and Gas Producing Activities

(b) Exhibits 

			Incorporated by Reference
Exhibit Number		Exhibit Description	Form	File No.	Exhibit	Filing Date	Filed Here-with
3.1		Amended and Restated Articles of Incorporation	8-K	333-263384	3.1	7/13/23
3.2		Current Bylaws	S-1	333-263384	3.2	3/9/22
10.1		Farmout Agreement and Conditional Lease Assignment dated May 16, 2022	S-1/A	333-263384	10.1	05/23/22
10.2		Join Venture Agreement dated May 17, 2022 [confidential information has been redacted]	S-1/A	333-263384	10.1	06/14/22
14.1		Code of Ethics	10-K	000-56587	14.1	03/01/2024
31.1		Rule 15d-14(a) Certification by Chief Executive Officer					X
31.2		Rule 15d-14(a) Certification by Chief Financial Officer					X
32.1		Section 1350 Certification by Chief Executive Officer					X
32.2		Section 1350 Certification by Chief Financial Officer					X
101.	INS	Inline XBRL Instance Document					X
101.	SCH	Inline XBRL Taxonomy Extension Schema Document					X
101.	CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document					X
101.	DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document					X
101.	LAB	Inline XBRL Taxonomy Extension Label Linkbase Document					X
101.	PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document					X
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

[SIGNATURE PAGE FOLLOWS]

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on behalf by the undersigned, thereunto duly authorized. 

Circle Energy, Inc.

By: /s/ Lloyd T. Rochford

Mr. Lloyd T. Rochford

Chief Executive Officer

Date:  July 12, 2024

By: /s/ William R. Broaddrick

Mr. William R. Broaddrick

Chief Financial Officer

Date:  July 12, 2024

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated. 

/s/ Lloyd T. Rochford	/s/ William R. Broaddrick
Mr. Lloyd T. Rochford	Mr. William R. Broaddrick
Director	Director
Date:  July 12, 2024	Date:  July 12, 2024

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CIRCLE ENERGY, INC.

INDEX TO FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 457)	F-2
Balance Sheets	F-3
Statements of Operations	F-4
Statements of Stockholders’ Equity	F-5
Statements of Cash Flows	F-6
Notes to Financial Statements	F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Shareholders of Circle Energy, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Circle Energy, Inc. (the Company) as of December 31, 2023 and 2022, and the related statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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

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

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

/s/ Haynie & Company

Salt Lake City Utah

March 1, 2024

We have served as the Company’s auditor since 2022.

F-2

CIRCLE ENERGY, INC.

BALANCE SHEETS

	December 31,	December 31,
As of	2023	2022
ASSETS
Current Assets
Cash and cash equivalents	$261,338	$336,241
Prepaid assets and retainers	14,519	13,514
Total Current Assets	275,857	349,755
Properties and Equipment
Oil and natural gas properties not subject to amortization	34,500	34,500
Total Properties and Equipment	34,500	34,500
Total Assets	$310,357	$384,255
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable	$7,995	$3,513
Total Current Liabilities	7,995	3,513
Total Liabilities	7,995	3,513
Stockholders' Equity
Common stock - $0.001 par value; 150,000,000 shares authorized;1,530,000 and 1,530,000 shares issued and outstanding, respectively	1,530	1,530
Preferred stock - 50,000,000 shares authorized; no shares outstanding	-	-
Additional paid-in capital	445,533	445,533
Accumulated deficit	(144,701)	(66,321)
Total Stockholders' Equity	302,362	380,742
Total Liabilities and Stockholders' Equity	$310,357	$384,255

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

F-3

CIRCLE ENERGY, INC.

STATEMENTS OF OPERATIONS

For the years ended December 31,		2023	2022
Revenues		$-	$-
Costs and Operating Expenses
	General and administrative expense	78,380	63,095
Total Costs and Operating Expenses		78,380	63,095
Loss from Operations		(78,380)	(63,095)
Net Other Income (Expense)		-	-
Loss Before Provision for Income Taxes		(78,380)	(63,095)
Benefit from (Provision for) Income Taxes		-	-
Net Loss		$(78,380)	$(63,095)
Basic and Diluted Loss per share		$(0.05)	$(0.04)

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

F-4

CIRCLE ENERGY, INC.

STATEMENTS OF STOCKHOLDERS’ EQUITY

				Additional		Retained Earnings	Total
	Common Stock			Paid-in	(Accumulated		Stockholders'
	Shares	Amount		Capital		Deficit)	Equity
Balance, December 31, 2021	-		$-	$-		$-	$-
Common stock issued for cash, net	330,000		330	209,083		-	209,413
Net loss	-		-	-		(63,095)	(63,095)
Balance, December 31, 2022	1,530,000		$1,530	$445,533		$(66,321)	$380,742
Net loss	-		-	-		(78,380)	(78,380)
Balance, December 31, 2023	1,530,000		$1,530	$445,533		$(144,701)	$302,362

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

F-5

CIRCLE ENERGY, INC.

STATEMENTS OF CASH FLOWS

For the Years Ended December 31,		2023	2022
Cash Flows From Operating Activities
	Net loss	$(78,380)	$(63,095)
	Adjustments to reconcile net loss to net cash
	provided by operating activities:
	Changes in assets and liabilities:
	Prepaid expenses and retainers	(1,005)	(8,864)
	Accounts payable	487	(1,713)
	Accounts payable to related parties	3,995	-
	Net Cash Provided by (Used in) Operating Activities	(74,903)	(73,672)
Cash Flows From Investing Activities
	Purchase of unproven oil and gas properties	-	(34,500)
	Net Cash Used in Investing Activities	-	(34,500)
Cash Flows From Financing Activities
	Proceeds from issuance of common stock, net of offering costs	-	209,413
	Net Cash Provided by Financing Activities	-	209,413
Net Increase (Decrease) in Cash		(74,903)	101,241
Cash at Beginning of Period		336,241	235,000
Cash at End of Period		$261,338	$336,241
Supplemental Cash Flow Information
	Cash paid for interest	$-	$-

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

F-6

CIRCLE ENERGY, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Nature of Operations – Circle Energy, Inc. is a Nevada corporation. Circle Energy, Inc. is referred to herein as the “Company.” The Company owns interests in oil and natural gas properties located in Texas and is engaged primarily in the acquisition, exploration and development of oil and natural gas properties.

Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Changes in the future estimated oil and natural gas reserves or the estimated future cash flows attributable to the reserves that are utilized for impairment analysis could have a significant impact on the future results of operations.

Fair Value Measurements – Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Financial Accounting Standards Board (“FASB”) has established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy consists of three broad levels. Level 1 inputs are the highest priority and consist of unadjusted quoted prices in active markets for identical assets and liabilities. Level 2 are inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. Level 3 are unobservable inputs for an asset or liability.

Fair Values of Financial Instruments – The carrying amounts reported for the revolving line of credit approximates fair value because the underlying instruments are at interest rates which approximate current market rates. The carrying amounts of receivables and accounts payable and other current assets and liabilities approximate fair value because of the short-term maturities and/or liquid nature of these assets and liabilities.

Fair Value of Non-financial Assets and Liabilities – The Company also applies fair value accounting guidance to initially, or as events dictate, measure non-financial assets and liabilities such as those obtained through business acquisitions, property and equipment and asset retirement obligations. These assets and liabilities are subject to fair value adjustments only in certain circumstances and are not subject to recurring revaluations. Fair value may be estimated using comparable market data, a discounted cash flow method, or a combination of the two as considered appropriate based on the circumstances. Under the discounted cash flow method, estimated future cash flows are based on management’s expectations for the future and include estimates of future oil and natural gas production or other applicable sales estimates, operational costs and a risk-adjusted discount rate. The Company may use the present value of estimated future cash inflows and/or outflows or third-party offers or prices of comparable assets with consideration of current market conditions to value its non-financial assets and liabilities when circumstances dictate determining fair value is necessary. Given the significance of the unobservable nature of a number of the inputs, these are considered Level 3 on the fair value hierarchy.

Concentration of Credit Risk and Accounts Receivable – Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of cash. The Company has cash in excess of federally insured limits as of December 31, 2023 and 2022. The Company places its cash with a high credit quality financial institution.

Cash and Cash Equivalents – The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Oil and Natural Gas Properties – The Company uses the full cost method of accounting for oil and natural gas properties. Under this method, all costs (direct and indirect) associated with acquisition, exploration, and development of oil and natural gas properties are capitalized. Costs capitalized include acquisition costs, geological and geophysical expenditures, lease rentals on undeveloped properties and costs of drilling and equipping productive and non-productive wells. Drilling costs include directly related overhead costs. Capitalized costs are categorized either as being subject to amortization or not subject to amortization.

The Company records a liability in the period in which an asset retirement obligation (“ARO”) is incurred, in an amount equal to the discounted estimated fair value of the obligation that is capitalized.  Thereafter this liability is accreted up to the final retirement cost.  An ARO is a future expenditure related to the disposal or other retirement of certain assets.  The Company’s ARO relates to future plugging and abandonment expenses of its oil and natural gas properties and related facilities disposal.

All capitalized costs of oil and natural gas properties, including the estimated future costs to develop proved reserves and estimated future costs to plug and abandon wells and costs of site restoration, less the estimated salvage value of equipment associated with the

F-7

oil and natural gas properties, are amortized on the unit-of-production method using estimates of proved reserves as determined by independent petroleum engineers. If the results of an assessment indicate that the properties are impaired, the amount of the impairment is offset to the capitalized costs to be amortized. As the Company has no production and its properties are currently not subjection to amortization, no depletion expense has yet been incurred.

In addition, capitalized costs less accumulated depreciation, depletion and amortization and related deferred income taxes shall not exceed an amount (the full cost ceiling) equal to the sum of:

1) the present value of estimated future net revenues discounted ten percent computed in compliance with SEC guidelines;

2) plus the cost of properties not being amortized;

3) plus the lower of cost or estimated fair value of unproven properties included in the costs being amortized;

4) less income tax effects related to differences between the book and tax basis of the properties.

Land, Buildings, Equipment and Leasehold Improvements – Land, buildings, equipment and leasehold improvements are carried at historical cost, adjusted for impairment loss and accumulated depreciation.  Historical costs include all direct costs associated with the acquisition of land, buildings, equipment and leasehold improvements and placing them in service.

Depreciation of buildings equipment, software and leasehold improvements is calculated using the straight-line method based upon the following estimated useful lives:

Leasehold improvements	3-10 years
Office equipment and software	3-7 years
Equipment	5-10 years

The Company currently has no land, buildings, equipment or leasehold improvements and thus does not record any depreciation expense.

Revenue Recognition – The Company accounts for revenues according to Accounting Standards Update (“ASU”) 2014-09 Revenues from Contracts with Customers (Topic 606) (“ASU 2014-09”).  The Company does not currently have any revenues.

Income Taxes – Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes. Deferred taxes are provided on differences between the tax bases of assets and liabilities and their reported amounts in the financial statements, and tax carry forwards. Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.  No provision has been made for income taxes as the Company has not recorded or received any revenues.

For the years ended December 31, 2023 and 2022, the Company recorded a full valuation allowance against the deferred tax asset of $16,460 and $13,250, respectively.  As the Company currently has no revenues there is reasonable doubt as to the realizability of this deferred tax asset.  With the allowance taken as of December 31, 2023, the Company has a valuation allowance of $30,387.

Accounting for Uncertainty in Income Taxes – In accordance with generally accepted accounting principles, the Company has analyzed its filing positions in all jurisdictions where it is required to file income tax returns for the open tax years in such jurisdictions. The Company has identified its federal income tax return as a “major” tax jurisdiction.  Therefore, the Company has no significant reserves for uncertain tax positions and no adjustments to such reserves were required by generally accepted accounting principles. No significant interest or penalties have been levied against the Company and none are anticipated; therefore, no interest or penalty has been included in our provision for income taxes in the statements of operations. 

Earnings (Loss) Per Share – Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the year. Diluted earnings (loss) per share are calculated to give effect to potentially issuable dilutive common shares.

Major Customers – The Company does not currently have customers.

Stock-Based Employee and Non-Employee Compensation – The Company accounts for its equity grants in accordance with generally accepted accounting principles. Generally accepted accounting principles require the recognition of the cost of services received in

F-8

exchange for an award of equity instruments in the financial statements and is measured based on the grant date fair value of the award. Generally accepted accounting principles also requires equity grant compensation expense to be recognized over the period during which an employee or non-employee is required to provide service in exchange for the award (the vesting period).

Derivative Instruments and Hedging Activities – The Company may periodically enter into derivative contracts to manage its exposure to commodity risk. These derivative contracts, which are generally placed with major financial institutions, may take the form of forward contracts, futures contracts, swaps, or options. The oil and gas reference prices upon which the commodity derivative contracts are based reflect various market indices that have a high degree of historical correlation with actual prices received by the Company for its oil and natural gas production.

When applicable, the Company records all derivative instruments, other than those that meet the normal purchases and sales exception, on the balance sheet as either an asset or liability measured at fair value. Changes in fair value are recognized currently in earnings unless specific hedge accounting criteria are met. 

NOTE 2 – REVENUE RECOGNITION

The Company does not currently have any revenues.

NOTE 3 – LEASES

The Company adopted ASU 2016-02 Leases (Topic 842) effective January 1, 2022.  The Company does not have any leases to which this standard applies.  

The Company has a month-to-month lease for executive office-sharing space.  This lease is month to month at $113 per month.  This amount is shown in the Statement of Operations as General and administrative expense.

NOTE 4 – LOSS PER SHARE INFORMATION

For the years ended December 31,	2023	2022
Net Loss	$(78,380)	$(63,095)
Basic and Diluted Weighted-Average Shares Outstanding	1,530,000	1,489,954
Basic and Diluted Loss per Share	$(0.05)	$(0.04)

There are currently no stock options or other share-based compensation outstanding to create a dilutive effect on our earnings per share.

NOTE 5 – ACQUISITIONS

On May 16, 2022, the Company entered into a Farmout Agreement and Conditional Lease Assignment, under the terms of which, we have acquired a 75% working interest, and 55.5% net revenue interest, in the C. W. Logsdon Lease, an 80-acre tract located in Andrews County, Texas. We acquired the interest from Aspen Energy Partners, LTD., a Florida limited partnership which holds the remaining 25% working interest. While the Company believes that there are Proved Undeveloped (“PUD”) drilling locations on this acreage, a full reserve analysis has not yet been completed and so the Company has treated this acreage as unproven property.

NOTE 6 – FAIR VALUE MEASUREMENTS

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The authoritative guidance requires disclosure of the framework for measuring fair value and requires that fair value measurements be classified and disclosed in one of the following categories:

F-9

Level 1:	Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. We consider active markets as those in which transactions for the assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2:	Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability. This category includes those derivative instruments that we value using observable market data. Substantially all of these inputs are observable in the marketplace throughout the full term of the derivative instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace.
Level 3:	Measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable from objective sources (i.e., supported by little or no market activity).

Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy. We continue to evaluate our inputs to ensure the fair value level classification is appropriate. When transfers between levels occur, it is our policy to assume that the transfer occurred at the date of the event or change in circumstances that caused the transfer.

NOTE 7 – STOCKHOLDERS’ EQUITY

The Company is authorized to issue 150,000,000 common shares, with a par value of $0.001 per share.

During the 2022, the Company issued 330,000 shares of common stock at $0.80 per share, resulting in gross proceeds of $264,000. As part of the offering, the Company agreed to file an S-1 to register these shares. The Company incurred costs related to the offering and the registration of $56,937, with $2,350 having been incurred in 2021. Net proceeds were $209,413.

There were no equity issuances during 2023.

NOTE 8 – INCOME TAXES

The provision for income tax expense consists of the following at December 31, 2023, and 2022:

Provision for (Benefit from) Income Taxes	2023		2022
Deferred taxes	$	-	$	-
Provision for (Benefit from) Income Taxes	$	-	$	-

The primary difference between the statutory federal rate and the Company’s effective tax rate for the years ended December 31, 2023 and 2022 was due to the 100% valuation allowance. The following is a reconciliation of the statutory federal rate and the Company’s effective tax rate for the year ended December 31, 2023 and 2022:

Rate Reconciliation	2023		2022
Tax at federal statutory rate	$	(16,460)	$	(13,250)
Valuation allowance		16,460		13,250
Provision for Income Taxes	$	-	$	-

F-10

Deferred tax assets and liabilities consist of the following at December 31, 2023, and 2022:

Deferred Taxes:	2023		2022
Deferred tax liabilities
Property and equipment	$	-	$	-
Valuation allowance	$	-		-
Deferred tax assets
Stock-based compensation		-		-
Operating loss and IDC carryforwards		30,387		13,927
Valuation allowance		(30,387)		(13,927)
Deferred tax assets		-		-
Net deferred income tax liability	$	-	$	-

As of December 31, 2023, the Company had net operating loss carryforwards for federal income tax purposes of $30,387 which, if unused, will begin to expire in 2041 and will fully expire in 2043.

NOTE 9 – QUARTERLY FINANCIAL DATA (UNAUDITED)

	2022
	For the three months ended
	31-Mar	30-Jun	30-Sep	31-Dec
Revenues	$-	$-	$-	$-
Operating Income	(764)	(1,958)	(45,585)	(14,788)
Net Income	$(764)	$(1,958)	$(45,585)	$(14,788)
Basic Net Income Per Share	$-	$-	$(0.03)	$(0.01)
Diluted Net Income Per Share	-	-	(0.03)	(0.01)

	2023
	Three Months Ended
	31-Mar	30-Jun	30-Sep	31-Dec
Revenues	$-	$-	$-	$-
Operating Income	(24,496)	(21,233)	(16,306)	(16,345)
Net Income	(24,496)	(21,233)	(16,306)	(16,345)
Basic Net Income Per Share	$(0.02)	$(0.01)	$(0.01)	$(0.01)
Diluted Net Income Per Share	$(0.02)	$(0.01)	(0.01)	(0.01)

NOTE 10 – LEGAL MATTERS

In the ordinary course of business, we may be, from time to time, a claimant or a defendant in various legal proceedings.  We do not presently have any material litigation pending or threatened requiring disclosure under this item.

NOTE 11 – RELATED PARTY TRANSACTIONS

As of December 31, 2023, the accounts payable on the Company’s balance sheet includes $3,995 payable to Mr. Rochford. This amount consists of travel related expenses incurred by Mr. Rochford in the normal course of business on the Company’s behalf during 2023.  

NOTE 12 – SUBSEQUENT EVENTS

None.

F-11

EX-31.1

Certification

I, Lloyd T. Rockford, certify that:

1. I have reviewed this annual report on Form 10-K/A-1 of Circle Energy, Inc. for the year ended December 31, 2023; 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have: 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. 

Date: July 12, 2024

/s/ Lloyd T. Rochford  

Lloyd T. Rochford, CEO

(Principal Executive Officer)

EX-31.2

Certification

I, William R. Broaddrick, certify that:

1. I have reviewed this annual report on Form 10-K/A-1 of Circle Energy, Inc. for the year ended December 31, 2023; 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have: 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. 

Date: July 12, 2024

/s/ William R. Broaddrick  

William R. Broaddrick, CFO

(Principal Financial and Accounting Officer)

EX-32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Circle Energy, Inc. (the “Company”) on Form 10-K/A-1 for the year ended December 31, 2023, as filed with the Securities and Exchange Commission (the “Report”), the undersigned principal executive officer of the Company, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 

(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. 

Date: July 12, 2024

/s/ Lloyd T. Rochford  

Lloyd T. Rochford, CEO

(Principal Executive Officer)

EX-32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Circle Energy, Inc. (the “Company”) on Form 10-K/A-1 for the year ended December 31, 2023, as filed with the Securities and Exchange Commission (the “Report”), the undersigned principal executive officer of the Company, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 

(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. 

Date: July 12, 2024

/s/ William R. Broaddrick  

William R. Broaddrick, CFO

(Principal Financial and Accounting Officer)

XML

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2023	Feb. 27, 2024	Jun. 30, 2023
Details
Registrant CIK	0001911467
Fiscal Year End	--12-31
Registrant Name	Circle Energy, Inc./NV
SEC Form	10-K/A
Period End date	Dec. 31, 2023
Tax Identification Number (TIN)	87-4125972
Number of common stock shares outstanding		1,530,000
Public Float			$ 495,000
Filer Category	Non-accelerated Filer
Current with reporting	Yes
Interactive Data Current	Yes
Voluntary filer	No
Well-known Seasoned Issuer	No
Shell Company	false
Small Business	true
Emerging Growth Company	true
Ex Transition Period	false
Amendment Description	We have revised information in the following items of this annual report: Item 9A has been amended to include a discussion regarding the effectiveness of the Company's internal controls over financial reporting and the framework used to evaluate these controls, that was not included in the original 10-K filed March 1, 2024, ('Original 10-K') with the Securities and Exchange Commission ('SEC'). In connection with this update to Item 9A the Company included an update to Rule 15(d)-14(a) Certification of Management Exhibits and Section 1350 Certification of Management Exhibits. Lastly, the Auditors have revised their Report of Independent Registered Public Accounting Firm so that it is properly addressed and includes the name of the Company.
Document Annual Report	true
Document Transition Report	false
Securities Act File Number	000-56587
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	8211 E. Regal Place
Entity Address, City or Town	Tulsa
Entity Address, State or Province	OK
Entity Address, Postal Zip Code	74133
City Area Code	918
Local Phone Number	994-0693
Document Financial Statement Error Correction	false
Amendment Flag	true
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Auditor Firm ID	457
Auditor Name	Haynie & Company
Auditor Location	Salt Lake City Utah

XML

BALANCE SHEETS - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current Assets
Cash and cash equivalents	$ 261,338	$ 336,241
Prepaid assets and retainers	14,519	13,514
Total Current Assets	275,857	349,755
Properties and Equipment
Oil and natural gas properties not subject to amortization	34,500	34,500
Total Properties and Equipment	34,500	34,500
Total Assets	310,357	384,255
Current Liabilities
Accounts payable	7,995	3,513
Total Current Liabilities	7,995	3,513
Total Liabilities	7,995	3,513
Stockholders' Equity
Common shares	1,530	1,530
Preferred stock - 50,000,000 shares authorized; no shares outstanding	0	0
Additional paid-in capital	445,533	445,533
Accumulated deficit	(144,701)	(66,321)
Total Stockholders' Equity	302,362	380,742
Total Liabilities and Stockholders' Equity	$ 310,357	$ 384,255

XML

BALANCE SHEETS - Parenthetical - $ / shares	Dec. 31, 2023	Dec. 31, 2022
BALANCE SHEETS
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	150,000,000	150,000,000
Common Stock, Shares, Issued	1,530,000	1,530,000
Common Stock, Shares, Outstanding	1,530,000	1,530,000
Preferred Stock, Shares Authorized	50,000,000	50,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0

XML

STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
STATEMENTS OF OPERATIONS
Revenues	$ 0	$ 0
Costs and Operating Expenses
General and administrative expense	78,380	63,095
Total Costs and Operating Expenses	78,380	63,095
Loss from Operations	(78,380)	(63,095)
Net Other Income (Expense)	0	0
Loss Before Provision for Income Taxes	(78,380)	(63,095)
Benefit from (Provision for) Income Taxes	0	0
Net Income (Loss)	$ (78,380)	$ (63,095)
Basic and Diluted Loss per share	$ (0.05)	$ (0.04)

XML

STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)	Common Stock	Additional Paid-in Capital	Retained Earnings	Total
Equity, Attributable to Parent, Beginning Balance at Dec. 31, 2021	$ 0	$ 0	$ 0	$ 0
Shares, Outstanding, Beginning Balance at Dec. 31, 2021	0
Common stock issued for cash, net	$ 330	209,083	0	209,413
Common stock issued for cash, net, Shares	330,000
Net Income (Loss)	$ 0	0	(63,095)	(63,095)
Equity, Attributable to Parent, Ending Balance at Dec. 31, 2022	$ 1,530	445,533	(66,321)	380,742
Shares, Outstanding, Ending Balance at Dec. 31, 2022	1,530,000
Common stock issued for cash, net, Shares	330,000
Net Income (Loss)	$ 0	0	(78,380)	(78,380)
Equity, Attributable to Parent, Ending Balance at Dec. 31, 2023	$ 1,530	$ 445,533	$ (144,701)	$ 302,362
Shares, Outstanding, Ending Balance at Dec. 31, 2023	1,530,000

XML

STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash Flows From Operating Activities
Net Income (Loss)	$ (78,380)	$ (63,095)
Changes in assets and liabilities
Prepaid expenses and retainers	(1,005)	(8,864)
Accounts payable	487	(1,713)
Accounts payable to related parties	3,995	0
Net Cash Provided by (Used in) Operating Activities	(74,903)	(73,672)
Cash Flows From Investing Activities
Purchase of unproven oil and gas properties	0	(34,500)
Net Cash Used in Investing Activities	0	(34,500)
Cash Flows From Financing Activities
Proceeds from issuance of common stock, net of offering costs	0	209,413
Net Cash Provided by Financing Activities	0	209,413
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Period Increase (Decrease), Excluding Exchange Rate Effect	(74,903)	101,241
Cash at Beginning of Period	336,241	235,000
Cash at End of Period	261,338	336,241
Supplemental Cash Flow Information
Cash paid for interest	$ 0	$ 0

XML

NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2023

Notes

NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 – ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Nature of Operations – Circle Energy, Inc. is a Nevada corporation. Circle Energy, Inc. is referred to herein as the “Company.” The Company owns interests in oil and natural gas properties located in Texas and is engaged primarily in the acquisition, exploration and development of oil and natural gas properties.

Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Changes in the future estimated oil and natural gas reserves or the estimated future cash flows attributable to the reserves that are utilized for impairment analysis could have a significant impact on the future results of operations.

Fair Value Measurements – Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Financial Accounting Standards Board (“FASB”) has established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy consists of three broad levels. Level 1 inputs are the highest priority and consist of unadjusted quoted prices in active markets for identical assets and liabilities. Level 2 are inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. Level 3 are unobservable inputs for an asset or liability.

Fair Values of Financial Instruments – The carrying amounts reported for the revolving line of credit approximates fair value because the underlying instruments are at interest rates which approximate current market rates. The carrying amounts of receivables and accounts payable and other current assets and liabilities approximate fair value because of the short-term maturities and/or liquid nature of these assets and liabilities.

Fair Value of Non-financial Assets and Liabilities – The Company also applies fair value accounting guidance to initially, or as events dictate, measure non-financial assets and liabilities such as those obtained through business acquisitions, property and equipment and asset retirement obligations. These assets and liabilities are subject to fair value adjustments only in certain circumstances and are not subject to recurring revaluations. Fair value may be estimated using comparable market data, a discounted cash flow method, or a combination of the two as considered appropriate based on the circumstances. Under the discounted cash flow method, estimated future cash flows are based on management’s expectations for the future and include estimates of future oil and natural gas production or other applicable sales estimates, operational costs and a risk-adjusted discount rate. The Company may use the present value of estimated future cash inflows and/or outflows or third-party offers or prices of comparable assets with consideration of current market conditions to value its non-financial assets and liabilities when circumstances dictate determining fair value is necessary. Given the significance of the unobservable nature of a number of the inputs, these are considered Level 3 on the fair value hierarchy.

Concentration of Credit Risk and Accounts Receivable – Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of cash. The Company has cash in excess of federally insured limits as of December 31, 2023 and 2022. The Company places its cash with a high credit quality financial institution.

Cash and Cash Equivalents – The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Oil and Natural Gas Properties – The Company uses the full cost method of accounting for oil and natural gas properties. Under this method, all costs (direct and indirect) associated with acquisition, exploration, and development of oil and natural gas properties are capitalized. Costs capitalized include acquisition costs, geological and geophysical expenditures, lease rentals on undeveloped properties and costs of drilling and equipping productive and non-productive wells. Drilling costs include directly related overhead costs. Capitalized costs are categorized either as being subject to amortization or not subject to amortization.

The Company records a liability in the period in which an asset retirement obligation (“ARO”) is incurred, in an amount equal to the discounted estimated fair value of the obligation that is capitalized.  Thereafter this liability is accreted up to the final retirement cost.  An ARO is a future expenditure related to the disposal or other retirement of certain assets.  The Company’s ARO relates to future plugging and abandonment expenses of its oil and natural gas properties and related facilities disposal.

All capitalized costs of oil and natural gas properties, including the estimated future costs to develop proved reserves and estimated future costs to plug and abandon wells and costs of site restoration, less the estimated salvage value of equipment associated with the

oil and natural gas properties, are amortized on the unit-of-production method using estimates of proved reserves as determined by independent petroleum engineers. If the results of an assessment indicate that the properties are impaired, the amount of the impairment is offset to the capitalized costs to be amortized. As the Company has no production and its properties are currently not subjection to amortization, no depletion expense has yet been incurred.

In addition, capitalized costs less accumulated depreciation, depletion and amortization and related deferred income taxes shall not exceed an amount (the full cost ceiling) equal to the sum of:

1) the present value of estimated future net revenues discounted ten percent computed in compliance with SEC guidelines;

2) plus the cost of properties not being amortized;

3) plus the lower of cost or estimated fair value of unproven properties included in the costs being amortized;

4) less income tax effects related to differences between the book and tax basis of the properties.

Land, Buildings, Equipment and Leasehold Improvements – Land, buildings, equipment and leasehold improvements are carried at historical cost, adjusted for impairment loss and accumulated depreciation.  Historical costs include all direct costs associated with the acquisition of land, buildings, equipment and leasehold improvements and placing them in service.

Depreciation of buildings equipment, software and leasehold improvements is calculated using the straight-line method based upon the following estimated useful lives:

Leasehold improvements	3-10 years
Office equipment and software	3-7 years
Equipment	5-10 years

The Company currently has no land, buildings, equipment or leasehold improvements and thus does not record any depreciation expense.

Revenue Recognition – The Company accounts for revenues according to Accounting Standards Update (“ASU”) 2014-09 Revenues from Contracts with Customers (Topic 606) (“ASU 2014-09”).  The Company does not currently have any revenues.

Income Taxes – Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes. Deferred taxes are provided on differences between the tax bases of assets and liabilities and their reported amounts in the financial statements, and tax carry forwards. Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.  No provision has been made for income taxes as the Company has not recorded or received any revenues.

For the years ended December 31, 2023 and 2022, the Company recorded a full valuation allowance against the deferred tax asset of $16,460 and $13,250, respectively.  As the Company currently has no revenues there is reasonable doubt as to the realizability of this deferred tax asset.  With the allowance taken as of December 31, 2023, the Company has a valuation allowance of $30,387.

Accounting for Uncertainty in Income Taxes – In accordance with generally accepted accounting principles, the Company has analyzed its filing positions in all jurisdictions where it is required to file income tax returns for the open tax years in such jurisdictions. The Company has identified its federal income tax return as a “major” tax jurisdiction.  Therefore, the Company has no significant reserves for uncertain tax positions and no adjustments to such reserves were required by generally accepted accounting principles. No significant interest or penalties have been levied against the Company and none are anticipated; therefore, no interest or penalty has been included in our provision for income taxes in the statements of operations. 

Earnings (Loss) Per Share – Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the year. Diluted earnings (loss) per share are calculated to give effect to potentially issuable dilutive common shares.

Major Customers – The Company does not currently have customers.

Stock-Based Employee and Non-Employee Compensation – The Company accounts for its equity grants in accordance with generally accepted accounting principles. Generally accepted accounting principles require the recognition of the cost of services received in

exchange for an award of equity instruments in the financial statements and is measured based on the grant date fair value of the award. Generally accepted accounting principles also requires equity grant compensation expense to be recognized over the period during which an employee or non-employee is required to provide service in exchange for the award (the vesting period).

Derivative Instruments and Hedging Activities – The Company may periodically enter into derivative contracts to manage its exposure to commodity risk. These derivative contracts, which are generally placed with major financial institutions, may take the form of forward contracts, futures contracts, swaps, or options. The oil and gas reference prices upon which the commodity derivative contracts are based reflect various market indices that have a high degree of historical correlation with actual prices received by the Company for its oil and natural gas production.

When applicable, the Company records all derivative instruments, other than those that meet the normal purchases and sales exception, on the balance sheet as either an asset or liability measured at fair value. Changes in fair value are recognized currently in earnings unless specific hedge accounting criteria are met. 

XML

NOTE 2 - REVENUE RECOGNITION

12 Months Ended

Dec. 31, 2023

Notes

NOTE 2 - REVENUE RECOGNITION

NOTE 2 – REVENUE RECOGNITION

The Company does not currently have any revenues.

XML

NOTE 3 - LEASES

12 Months Ended

Dec. 31, 2023

Notes

NOTE 3 - LEASES

NOTE 3 – LEASES

The Company adopted ASU 2016-02 Leases (Topic 842) effective January 1, 2022.  The Company does not have any leases to which this standard applies.  

The Company has a month-to-month lease for executive office-sharing space.  This lease is month to month at $113 per month.  This amount is shown in the Statement of Operations as General and administrative expense.

XML

NOTE 4 - LOSS PER SHARE INFORMATION

12 Months Ended

Dec. 31, 2023

Notes

NOTE 4 - LOSS PER SHARE INFORMATION

NOTE 4 – LOSS PER SHARE INFORMATION

For the years ended December 31,	2023	2022
Net Loss	$(78,380)	$(63,095)
Basic and Diluted Weighted-Average Shares Outstanding	1,530,000	1,489,954
Basic and Diluted Loss per Share	$(0.05)	$(0.04)

There are currently no stock options or other share-based compensation outstanding to create a dilutive effect on our earnings per share.

XML

NOTE 5 - ACQUISITIONS

12 Months Ended

Dec. 31, 2023

Notes

NOTE 5 - ACQUISITIONS

NOTE 5 – ACQUISITIONS

On May 16, 2022, the Company entered into a Farmout Agreement and Conditional Lease Assignment, under the terms of which, we have acquired a 75% working interest, and 55.5% net revenue interest, in the C. W. Logsdon Lease, an 80-acre tract located in Andrews County, Texas. We acquired the interest from Aspen Energy Partners, LTD., a Florida limited partnership which holds the remaining 25% working interest. While the Company believes that there are Proved Undeveloped (“PUD”) drilling locations on this acreage, a full reserve analysis has not yet been completed and so the Company has treated this acreage as unproven property.

XML

NOTE 6 - FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 2023

Notes

NOTE 6 - FAIR VALUE MEASUREMENTS

NOTE 6 – FAIR VALUE MEASUREMENTS

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The authoritative guidance requires disclosure of the framework for measuring fair value and requires that fair value measurements be classified and disclosed in one of the following categories:

Level 1:	Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. We consider active markets as those in which transactions for the assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2:	Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability. This category includes those derivative instruments that we value using observable market data. Substantially all of these inputs are observable in the marketplace throughout the full term of the derivative instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace.
Level 3:	Measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable from objective sources (i.e., supported by little or no market activity).

Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy. We continue to evaluate our inputs to ensure the fair value level classification is appropriate. When transfers between levels occur, it is our policy to assume that the transfer occurred at the date of the event or change in circumstances that caused the transfer.

XML

NOTE 7 - STOCKHOLDERS' EQUITY

12 Months Ended

Dec. 31, 2023

Notes

NOTE 7 - STOCKHOLDERS' EQUITY

NOTE 7 – STOCKHOLDERS’ EQUITY

The Company is authorized to issue 150,000,000 common shares, with a par value of $0.001 per share.

During the 2022, the Company issued 330,000 shares of common stock at $0.80 per share, resulting in gross proceeds of $264,000. As part of the offering, the Company agreed to file an S-1 to register these shares. The Company incurred costs related to the offering and the registration of $56,937, with $2,350 having been incurred in 2021. Net proceeds were $209,413.

There were no equity issuances during 2023.

XML

NOTE 8 - INCOME TAXES

12 Months Ended

Dec. 31, 2023

Notes

NOTE 8 - INCOME TAXES

NOTE 8 – INCOME TAXES

The provision for income tax expense consists of the following at December 31, 2023, and 2022:

Provision for (Benefit from) Income Taxes	2023		2022
Deferred taxes	$	-	$	-
Provision for (Benefit from) Income Taxes	$	-	$	-

The primary difference between the statutory federal rate and the Company’s effective tax rate for the years ended December 31, 2023 and 2022 was due to the 100% valuation allowance. The following is a reconciliation of the statutory federal rate and the Company’s effective tax rate for the year ended December 31, 2023 and 2022:

Rate Reconciliation	2023		2022
Tax at federal statutory rate	$	(16,460)	$	(13,250)
Valuation allowance		16,460		13,250
Provision for Income Taxes	$	-	$	-

Deferred tax assets and liabilities consist of the following at December 31, 2023, and 2022:

Deferred Taxes:	2023		2022
Deferred tax liabilities
Property and equipment	$	-	$	-
Valuation allowance	$	-		-
Deferred tax assets
Stock-based compensation		-		-
Operating loss and IDC carryforwards		30,387		13,927
Valuation allowance		(30,387)		(13,927)
Deferred tax assets		-		-
Net deferred income tax liability	$	-	$	-

As of December 31, 2023, the Company had net operating loss carryforwards for federal income tax purposes of $30,387 which, if unused, will begin to expire in 2041 and will fully expire in 2043.

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NOTE 9 - QUARTERLY FINANCIAL DATA (UNAUDITED)

12 Months Ended

Dec. 31, 2023

Notes

NOTE 9 - QUARTERLY FINANCIAL DATA (UNAUDITED)

NOTE 9 – QUARTERLY FINANCIAL DATA (UNAUDITED)

	2022
	For the three months ended
	31-Mar	30-Jun	30-Sep	31-Dec
Revenues	$-	$-	$-	$-
Operating Income	(764)	(1,958)	(45,585)	(14,788)
Net Income	$(764)	$(1,958)	$(45,585)	$(14,788)
Basic Net Income Per Share	$-	$-	$(0.03)	$(0.01)
Diluted Net Income Per Share	-	-	(0.03)	(0.01)

	2023
	Three Months Ended
	31-Mar	30-Jun	30-Sep	31-Dec
Revenues	$-	$-	$-	$-
Operating Income	(24,496)	(21,233)	(16,306)	(16,345)
Net Income	(24,496)	(21,233)	(16,306)	(16,345)
Basic Net Income Per Share	$(0.02)	$(0.01)	$(0.01)	$(0.01)
Diluted Net Income Per Share	$(0.02)	$(0.01)	(0.01)	(0.01)

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NOTE 10 - LEGAL MATTERS

12 Months Ended

Dec. 31, 2023

Notes

NOTE 10 - LEGAL MATTERS

NOTE 10 – LEGAL MATTERS

In the ordinary course of business, we may be, from time to time, a claimant or a defendant in various legal proceedings.  We do not presently have any material litigation pending or threatened requiring disclosure under this item.

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NOTE 11 - RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2023

Notes

NOTE 11 - RELATED PARTY TRANSACTIONS

NOTE 11 – RELATED PARTY TRANSACTIONS

As of December 31, 2023, the accounts payable on the Company’s balance sheet includes $3,995 payable to Mr. Rochford. This amount consists of travel related expenses incurred by Mr. Rochford in the normal course of business on the Company’s behalf during 2023.  

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NOTE 12 - SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2023

Notes

NOTE 12 - SUBSEQUENT EVENTS

NOTE 12 – SUBSEQUENT EVENTS

None.

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NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Use of Estimates (Policies)

12 Months Ended

Dec. 31, 2023

Policies

Use of Estimates

Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Changes in the future estimated oil and natural gas reserves or the estimated future cash flows attributable to the reserves that are utilized for impairment analysis could have a significant impact on the future results of operations.

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NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Fair Value Measurements (Policies)

12 Months Ended

Dec. 31, 2023

Policies

Fair Value Measurements

Fair Value Measurements – Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Financial Accounting Standards Board (“FASB”) has established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy consists of three broad levels. Level 1 inputs are the highest priority and consist of unadjusted quoted prices in active markets for identical assets and liabilities. Level 2 are inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. Level 3 are unobservable inputs for an asset or liability.

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NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Fair Value of Financial Instruments (Policies)

12 Months Ended

Dec. 31, 2023

Policies

Fair Value of Financial Instruments

Fair Values of Financial Instruments – The carrying amounts reported for the revolving line of credit approximates fair value because the underlying instruments are at interest rates which approximate current market rates. The carrying amounts of receivables and accounts payable and other current assets and liabilities approximate fair value because of the short-term maturities and/or liquid nature of these assets and liabilities.

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NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Fair Value of Non-financial Assets and Liabilities (Policies)

12 Months Ended

Dec. 31, 2023

Policies

Fair Value of Non-financial Assets and Liabilities

Fair Value of Non-financial Assets and Liabilities – The Company also applies fair value accounting guidance to initially, or as events dictate, measure non-financial assets and liabilities such as those obtained through business acquisitions, property and equipment and asset retirement obligations. These assets and liabilities are subject to fair value adjustments only in certain circumstances and are not subject to recurring revaluations. Fair value may be estimated using comparable market data, a discounted cash flow method, or a combination of the two as considered appropriate based on the circumstances. Under the discounted cash flow method, estimated future cash flows are based on management’s expectations for the future and include estimates of future oil and natural gas production or other applicable sales estimates, operational costs and a risk-adjusted discount rate. The Company may use the present value of estimated future cash inflows and/or outflows or third-party offers or prices of comparable assets with consideration of current market conditions to value its non-financial assets and liabilities when circumstances dictate determining fair value is necessary. Given the significance of the unobservable nature of a number of the inputs, these are considered Level 3 on the fair value hierarchy.

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NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Concentration of Credit Risk and Accounts Receivable (Policies)

12 Months Ended

Dec. 31, 2023

Policies

Concentration of Credit Risk and Accounts Receivable

Concentration of Credit Risk and Accounts Receivable – Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of cash. The Company has cash in excess of federally insured limits as of December 31, 2023 and 2022. The Company places its cash with a high credit quality financial institution.

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NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Cash and Cash Equivalents (Policies)

12 Months Ended

Dec. 31, 2023

Policies

Cash and Cash Equivalents

Cash and Cash Equivalents – The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

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NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Oil and Natural Gas Properties (Policies)

12 Months Ended

Dec. 31, 2023

Policies

Oil and Natural Gas Properties

Oil and Natural Gas Properties – The Company uses the full cost method of accounting for oil and natural gas properties. Under this method, all costs (direct and indirect) associated with acquisition, exploration, and development of oil and natural gas properties are capitalized. Costs capitalized include acquisition costs, geological and geophysical expenditures, lease rentals on undeveloped properties and costs of drilling and equipping productive and non-productive wells. Drilling costs include directly related overhead costs. Capitalized costs are categorized either as being subject to amortization or not subject to amortization.

The Company records a liability in the period in which an asset retirement obligation (“ARO”) is incurred, in an amount equal to the discounted estimated fair value of the obligation that is capitalized.  Thereafter this liability is accreted up to the final retirement cost.  An ARO is a future expenditure related to the disposal or other retirement of certain assets.  The Company’s ARO relates to future plugging and abandonment expenses of its oil and natural gas properties and related facilities disposal.

All capitalized costs of oil and natural gas properties, including the estimated future costs to develop proved reserves and estimated future costs to plug and abandon wells and costs of site restoration, less the estimated salvage value of equipment associated with the

oil and natural gas properties, are amortized on the unit-of-production method using estimates of proved reserves as determined by independent petroleum engineers. If the results of an assessment indicate that the properties are impaired, the amount of the impairment is offset to the capitalized costs to be amortized. As the Company has no production and its properties are currently not subjection to amortization, no depletion expense has yet been incurred.

In addition, capitalized costs less accumulated depreciation, depletion and amortization and related deferred income taxes shall not exceed an amount (the full cost ceiling) equal to the sum of:

1) the present value of estimated future net revenues discounted ten percent computed in compliance with SEC guidelines;

2) plus the cost of properties not being amortized;

3) plus the lower of cost or estimated fair value of unproven properties included in the costs being amortized;

4) less income tax effects related to differences between the book and tax basis of the properties.

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NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Land, Buildings, Equipment and Leasehold Improvements (Policies)

12 Months Ended

Dec. 31, 2023

Policies

Land, Buildings, Equipment and Leasehold Improvements

Land, Buildings, Equipment and Leasehold Improvements – Land, buildings, equipment and leasehold improvements are carried at historical cost, adjusted for impairment loss and accumulated depreciation.  Historical costs include all direct costs associated with the acquisition of land, buildings, equipment and leasehold improvements and placing them in service.

Depreciation of buildings equipment, software and leasehold improvements is calculated using the straight-line method based upon the following estimated useful lives:

Leasehold improvements	3-10 years
Office equipment and software	3-7 years
Equipment	5-10 years

The Company currently has no land, buildings, equipment or leasehold improvements and thus does not record any depreciation expense.

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NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Revenue Recognition (Policies)

12 Months Ended

Dec. 31, 2023

Policies

Revenue Recognition

Revenue Recognition – The Company accounts for revenues according to Accounting Standards Update (“ASU”) 2014-09 Revenues from Contracts with Customers (Topic 606) (“ASU 2014-09”).  The Company does not currently have any revenues.

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NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Income Taxes (Policies)

12 Months Ended

Dec. 31, 2023

Policies

Income Taxes

Income Taxes – Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes. Deferred taxes are provided on differences between the tax bases of assets and liabilities and their reported amounts in the financial statements, and tax carry forwards. Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.  No provision has been made for income taxes as the Company has not recorded or received any revenues.

For the years ended December 31, 2023 and 2022, the Company recorded a full valuation allowance against the deferred tax asset of $16,460 and $13,250, respectively.  As the Company currently has no revenues there is reasonable doubt as to the realizability of this deferred tax asset.  With the allowance taken as of December 31, 2023, the Company has a valuation allowance of $30,387.

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NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Accounting for Uncertainty in Income Taxes (Policies)

12 Months Ended

Dec. 31, 2023

Policies

Accounting for Uncertainty in Income Taxes

Accounting for Uncertainty in Income Taxes – In accordance with generally accepted accounting principles, the Company has analyzed its filing positions in all jurisdictions where it is required to file income tax returns for the open tax years in such jurisdictions. The Company has identified its federal income tax return as a “major” tax jurisdiction.  Therefore, the Company has no significant reserves for uncertain tax positions and no adjustments to such reserves were required by generally accepted accounting principles. No significant interest or penalties have been levied against the Company and none are anticipated; therefore, no interest or penalty has been included in our provision for income taxes in the statements of operations. 

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NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Earnings (Loss) Per Share (Policies)

12 Months Ended

Dec. 31, 2023

Policies

Earnings (Loss) Per Share

Earnings (Loss) Per Share – Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the year. Diluted earnings (loss) per share are calculated to give effect to potentially issuable dilutive common shares.

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NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Major Customers (Policies)

12 Months Ended

Dec. 31, 2023

Policies

Major Customers

Major Customers – The Company does not currently have customers.

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NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Stock-Based Employee and Non-Employee Compensation (Policies)

12 Months Ended

Dec. 31, 2023

Policies

Stock-Based Employee and Non-Employee Compensation

Stock-Based Employee and Non-Employee Compensation – The Company accounts for its equity grants in accordance with generally accepted accounting principles. Generally accepted accounting principles require the recognition of the cost of services received in

exchange for an award of equity instruments in the financial statements and is measured based on the grant date fair value of the award. Generally accepted accounting principles also requires equity grant compensation expense to be recognized over the period during which an employee or non-employee is required to provide service in exchange for the award (the vesting period).

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NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Derivative Instruments and Hedging Activities (Policies)

12 Months Ended

Dec. 31, 2023

Policies

Derivative Instruments and Hedging Activities

Derivative Instruments and Hedging Activities – The Company may periodically enter into derivative contracts to manage its exposure to commodity risk. These derivative contracts, which are generally placed with major financial institutions, may take the form of forward contracts, futures contracts, swaps, or options. The oil and gas reference prices upon which the commodity derivative contracts are based reflect various market indices that have a high degree of historical correlation with actual prices received by the Company for its oil and natural gas production.

When applicable, the Company records all derivative instruments, other than those that meet the normal purchases and sales exception, on the balance sheet as either an asset or liability measured at fair value. Changes in fair value are recognized currently in earnings unless specific hedge accounting criteria are met. 

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NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Land, Buildings, Equipment and Leasehold Improvements: Property, Plant and Equipment (Tables)

12 Months Ended

Dec. 31, 2023

Tables/Schedules

Property, Plant and Equipment

Leasehold improvements	3-10 years
Office equipment and software	3-7 years
Equipment	5-10 years

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NOTE 4 - LOSS PER SHARE INFORMATION: Schedule of Earnings Per Share, Basic and Diluted (Tables)

12 Months Ended

Dec. 31, 2023

Tables/Schedules

Schedule of Earnings Per Share, Basic and Diluted

For the years ended December 31,	2023	2022
Net Loss	$(78,380)	$(63,095)
Basic and Diluted Weighted-Average Shares Outstanding	1,530,000	1,489,954
Basic and Diluted Loss per Share	$(0.05)	$(0.04)

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NOTE 8 - INCOME TAXES: Schedule of Components of Income Tax Expense (Benefit) (Tables)

12 Months Ended

Dec. 31, 2023

Tables/Schedules

Schedule of Components of Income Tax Expense (Benefit)

Provision for (Benefit from) Income Taxes	2023		2022
Deferred taxes	$	-	$	-
Provision for (Benefit from) Income Taxes	$	-	$	-

The primary difference between the statutory federal rate and the Company’s effective tax rate for the years ended December 31, 2023 and 2022 was due to the 100% valuation allowance. The following is a reconciliation of the statutory federal rate and the Company’s effective tax rate for the year ended December 31, 2023 and 2022:

Rate Reconciliation	2023		2022
Tax at federal statutory rate	$	(16,460)	$	(13,250)
Valuation allowance		16,460		13,250
Provision for Income Taxes	$	-	$	-

Deferred tax assets and liabilities consist of the following at December 31, 2023, and 2022:

Deferred Taxes:	2023		2022
Deferred tax liabilities
Property and equipment	$	-	$	-
Valuation allowance	$	-		-
Deferred tax assets
Stock-based compensation		-		-
Operating loss and IDC carryforwards		30,387		13,927
Valuation allowance		(30,387)		(13,927)
Deferred tax assets		-		-
Net deferred income tax liability	$	-	$	-

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NOTE 9 - QUARTERLY FINANCIAL DATA (UNAUDITED): Quarterly Financial Information (Tables)

12 Months Ended

Dec. 31, 2023

Tables/Schedules

Quarterly Financial Information

	2022
	For the three months ended
	31-Mar	30-Jun	30-Sep	31-Dec
Revenues	$-	$-	$-	$-
Operating Income	(764)	(1,958)	(45,585)	(14,788)
Net Income	$(764)	$(1,958)	$(45,585)	$(14,788)
Basic Net Income Per Share	$-	$-	$(0.03)	$(0.01)
Diluted Net Income Per Share	-	-	(0.03)	(0.01)

	2023
	Three Months Ended
	31-Mar	30-Jun	30-Sep	31-Dec
Revenues	$-	$-	$-	$-
Operating Income	(24,496)	(21,233)	(16,306)	(16,345)
Net Income	(24,496)	(21,233)	(16,306)	(16,345)
Basic Net Income Per Share	$(0.02)	$(0.01)	$(0.01)	$(0.01)
Diluted Net Income Per Share	$(0.02)	$(0.01)	(0.01)	(0.01)

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NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Land, Buildings, Equipment and Leasehold Improvements: Property, Plant and Equipment (Details)	Dec. 31, 2023
Leasehold Improvements | Minimum
Property, Plant and Equipment, Useful Life	3 years
Leasehold Improvements | Maximum
Property, Plant and Equipment, Useful Life	10 years
Office Equipment | Minimum
Property, Plant and Equipment, Useful Life	3 years
Office Equipment | Maximum
Property, Plant and Equipment, Useful Life	7 years
Equipment | Minimum
Property, Plant and Equipment, Useful Life	5 years
Equipment | Maximum
Property, Plant and Equipment, Useful Life	10 years

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NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Income Taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Details
Valuation Allowance	$ 16,460	$ 13,250
Deferred Tax Assets, Valuation Allowance	$ 30,387	$ 13,927

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NOTE 3 - LEASES (Details)	12 Months Ended
	Dec. 31, 2023 USD ($)
Details
Monthly Lease Payment	$ 113

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NOTE 4 - LOSS PER SHARE INFORMATION: Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($)	3 Months Ended								12 Months Ended
	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Details
Net Income (Loss)	$ (16,345)	$ (16,306)	$ (21,233)	$ (24,496)	$ (14,788)	$ (45,585)	$ (1,958)	$ (764)	$ (78,380)	$ (63,095)
Basic and Diluted Weighted-Average Shares Outstanding									1,530,000	1,489,954
Basic and Diluted Loss per share									$ (0.05)	$ (0.04)

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NOTE 5 - ACQUISITIONS (Details)	12 Months Ended
	Dec. 31, 2023
Details
Business Acquisition, Description of Acquired Entity	the Company entered into a Farmout Agreement and Conditional Lease Assignment, under the terms of which, we have acquired a 75% working interest, and 55.5% net revenue interest, in the C. W. Logsdon Lease, an 80-acre tract located in Andrews County, Texas. We acquired the interest from Aspen Energy Partners, LTD., a Florida limited partnership which holds the remaining 25% working interest. While the Company believes that there are Proved Undeveloped (“PUD”) drilling locations on this acreage, a full reserve analysis has not yet been completed and so the Company has treated this acreage as unproven property

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NOTE 7 - STOCKHOLDERS' EQUITY (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Common Stock, Shares Authorized	150,000,000	150,000,000
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Proceeds from issuance of common stock, net of offering costs	$ 0	$ 209,413
Common Stock
Common stock issued for cash, net, Shares	330,000	330,000

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NOTE 8 - INCOME TAXES: Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Details
Benefit from (Provision for) Income Taxes	$ 0	$ 0
Tax at federal statutory rate	(16,460)	(13,250)
Valuation Allowance	16,460	13,250
Property and equipment	0	0
Deferred Tax Liabilities, Valuation Allowance	0	0
Stock-based compensation	0	0
Operating loss and IDC carryforwards	30,387	13,927
Deferred Tax Assets, Valuation Allowance	(30,387)	(13,927)
Deferred tax assets	0	0
Net deferred income tax liability	$ 0	$ 0

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NOTE 9 - QUARTERLY FINANCIAL DATA (UNAUDITED): Quarterly Financial Information (Details) - USD ($)	3 Months Ended								12 Months Ended
	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Details
Revenues	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0
Loss from Operations	(16,345)	(16,306)	(21,233)	(24,496)	(14,788)	(45,585)	(1,958)	(764)	(78,380)	(63,095)
Net Income (Loss)	$ (16,345)	$ (16,306)	$ (21,233)	$ (24,496)	$ (14,788)	$ (45,585)	$ (1,958)	$ (764)	$ (78,380)	$ (63,095)
Basic Net Income Per Share	$ (0.01)	$ (0.01)	$ (0.01)	$ (0.02)	$ (0.01)	$ (0.03)	$ 0	$ 0
Diluted Net Income Per Share	$ (0.01)	$ (0.01)	$ (0.01)	$ (0.02)	$ (0.01)	$ (0.03)	$ 0	$ 0