Circle Energy, Inc./NV - Form 10-K/A SEC filing

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

☐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. ☐

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.

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.

PART IV

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.

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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.

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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

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

			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).

/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

	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

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).


/s/ Haynie & Company
Salt Lake City Utah

March 1, 2024