Item 7. Management’s Discussion and Analysis
ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking
Statements
The
following discussion and analysis should be read in conjunction with our financial statements and the related notes thereto. The
management's discussion and analysis contain forward-looking statements, such as statements of our plans, objectives, expectations,
and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words
“believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,”
and the like, and/or future tense or conditional constructions (“will,” “may,” “could,” “should,”
etc.), or similar expressions, identify certain of these forward-looking statements. These statements are only predictions and
involve known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels
of activity, or performance to be materially different from any future results, levels of activity, or performance expressed or
implied by these forward-looking statements.
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Although
we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, or performance. You should not place undue reliance on these statements, which speak only as of the date of
this Annual Report. These cautionary statements should be considered with any written or oral forward-looking statements that
we may issue in the future. You should read this Annual Report on Form 10-K with the understanding that our actual future results
may be materially different from what we expect. All forward-looking statements speak only as of the date on which they are made.
We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on
which they are made, except as required by applicable law.
Management’s
discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements
which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
The following discussion and analysis of financial condition and results of operations of the Company is based upon and should
be read in conjunction with the audited consolidated financial statements and related notes elsewhere in this Annual Report on
Form 10-K.
Overview
We were incorporated on November 13, 2017,
under the laws of the Commonwealth of Virginia, to acquire, fund, and operate oil exploration and production from assets in the
Gulf States Drill Region. We are an early-stage corporation seeking to become an independent energy company focused on the acquisition
and subsequent exploitation and development of crude oil and natural gas in the Gulf States Drill Region.
Since
our inception, we have incurred operating losses. Prior to the Barrister Acquisition, we had not generated positive cash flows
from operations, and while after the Barrister Acquisition, we started to generate revenue, there are no assurances that we will
be successful in obtaining an adequate level of financing for the development and commercialization of our proposed oil exploration
and production business. These factors raise substantial doubt about our ability to continue as a going concern. We expect to incur
expenses and operating losses for the foreseeable future as we seek to implement our business plan. Due to its limited revenues,
the Acquisitions do not remedy substantial doubts about our ability as a going concern. The Company has been unable to raise additional
capital as of the date of this Annual Report, other than personal loans by Jeffrey J. Guzy, our Chief Financial Officer, and $53,000
raised in the initial public offering in 2020.
Reserve
engineering is a process of estimating underground accumulations of oil that cannot be measured in an exact way. The accuracy
of any reserve estimate depends on the quality of available data, the interpretation of such data, and price and cost assumptions
made by reserve engineers. In addition, the results of drilling, testing, and production activities may justify revisions
of estimates that were made previously. If significant, such revisions would change the schedule of any further production
and development drilling. Accordingly, reserve estimates may differ significantly from the quantities of oil that are ultimately
recovered. When we acquire oil exploration and production leases and rights, we will use oil reserve reports as one factor
in deciding whether to drill in the property of a specific oil lease or right. Reserve
estimates depend on many assumptions that may turn out to be inaccurate. Any material inaccuracies in reserve estimates or underlying
assumptions will materially affect the quantities and present value of oil from a drilling site.
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Risks
and Uncertainties
Since March 2020, and throughout the last
three years, global markets and commodity prices have been extremely volatile due to the impacts from the COVID-19 pandemic, with
further impacts on volatility caused by the war in Ukraine that began in February 2022. Commodity prices remained steady during
the fourth quarter of 2022 as demand has continued to outpace relative supply. While recessionary concerns have placed some downward
pressure on commodity prices, causing oil and gas prices to decline in the first quarter of 2023 from their earlier highs in 2022,
worldwide commodity demand continues to exceed pre COVID-19 pandemic levels. Although supply has increased and we have seen continued
recovery in commodity prices since the beginning of the pandemic, there is still an element of volatility and uncertainty that
we expect to continue at least for the near-term and possibly longer, in part by the impact of the Russian-Ukrainian military conflict
on global commodity and financial markets, and the associated effect of trade sanctions on imports of oil and natural gas from
Russia. This volatility could negatively impact future prices for oil, natural gas, petroleum products and industrial products.
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Results
of Operations
Year Ended December
31, 2023 Compared to Year Ended December 31, 2022
For the Year Ended December 31,
Change
Change
2023
2022
Amount
%
Revenues
$
927,983
$
106,554
$
821,429
771%
Lease operating expenses
248,642
321,103
(72,461
)
(22.6%
)
General & administrative expenses
1,038,473
2,111,761
(1,073,288
)
(50.8%
)
Depletion and accretion on discounted liabilities
393,430
42,321
351,109
829.6%
Impairment expense
875,400
3,909,700
(3,034,300
)
(77.6%
)
Loss from operations
(1,627,962
)
(6,278,331
)
4,650,369
74.1%
Other income (expense)
(1,940
)
40,716
(42,656
)
(104.8%
)
Net loss
$
(1,629,902
)
$
(6,237,615
)
$
4,607,713
73.9%
Revenues
Revenues were $927,983 for the year ended
December 31, 2023, and $106,554 for the year ended December 31, 2022. The Company is an early-stage company, having just begun
to acquire assignments of hydrocarbon revenues and underlying oil and gas exploration and production rights, and therefore has
just begun producing significant revenue in 2023.
General
and Administrative Expenses
General and administrative expenses consisted
primarily of accounting and audit fees, legal and professional services fees, and payroll-related expenses. General and administrative
expenses were $1,038,473 for the year ended December 31, 2023, compared to $2,111,761 in the same period in 2022, representing
a decrease of 50.8% or $1,073,288. The decrease was primarily driven by a decrease in share-based compensation expense.
Lease
Operating Expenses
Lease operating expenses were $248,642
for the year ended December 31, 2023, compared to $321,103 in the same period in 2022. The decrease in lease operating expenses
of 22.6% or $72,461 was primarily driven by $234,396 in workover expenses incurred during the year ended December 31, 2022, with
no comparable activity in the same period in 2023. The decrease was partially offset by an increase in expense attributable to
production, which is in line with the increase in revenue in 2023.
Loss
from Operations
Total operating loss was $1,627,962 for
the year ended December 31, 2023, and $6,278,331 for the year ended December 31, 2022. The change in loss was primarily driven
by the decreases in general and administrative expenses and impairment expense.
Other
Income (Expense)
Other income (expense) was ($1,940) for
the year ended December 31, 2023, compared to other income (expense) of $40,716 in the same period in 2022. The change in other
income (expense) was primarily driven by a $41,665 gain on forgiveness of debt during the year ended December 31, 2022, with no
comparable activity in the same period in 2023.
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Net
Loss
As a result of the above factors, there
was a net loss of $1,629,902 for the year ended December 31, 2023, compared to a net loss of $6,237,615 in the same period of 2022.
Liquidity
and Capital Resources
Sources
of Liquidity
The
Company had cash and cash equivalents of $75,908 at December 31, 2023. The Company has incurred net operating losses and operating
cash flow deficits since inception, continuing through the years ended December 31, 2023, and December 31, 2022. Since inception,
the primary sources of financing have been a combination of loans or contributions of Jeffrey J. Guzy, an officer and director
of the Company, and $53,000 raised in the public offering. This limited funding has been inadequate as of the date of this
Annual Report to fund our business strategy. The Company has not attained profitable operations and its ability to pursue any
future plan of operation is dependent upon our ability to obtain additional financing.
Funding
Requirements
The
Company believes that its working capital on hand, as of the date of this report, will not be sufficient to fund its plan of operations
over the next 12 months. Until such time, if ever, as the Company can generate substantial revenues, it expects to continue relying
on a combination of equity offerings and debt financings to fund ongoing operations. To the extent that the Company raises additional
capital through the sale of equity or debt securities, the ownership interest of the Company may be materially diluted, and the
terms of such securities could include liquidation or other preferences that adversely affect the rights of the Company’s
existing stockholders. There is no assurance that the Company will be able to complete any additional sales of equity securities
or that it will be able to arrange for other financing to fund its planned business activities.
Debt
or equity financing arrangements may not be available to us or may be available only on unfavorable terms. Based on prior experience
in seeking funding for drilling on properties without any significant oil production, funding for drilling is challenging to obtain
at all or on affordable terms. Our ability to obtain additional financing may be impaired by many factors outside of our control,
including the capital markets (both generally and in the crude oil industry in particular), our lack of operating history, the
location of our proposed or future crude oil properties and prices of crude oil on the commodities markets (which will influence
the amount of asset-based financing available to us) and other factors. Further, if oil prices on the commodities markets decline,
our revenues from any exploitation of the Company Oil Rights will likely decrease, and such decreased revenues may increase our
requirements for capital. The Company may continue to incur substantial costs in the future in connection with raising capital
to fund our business, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing
and distribution expenses, and other costs. The Company may also be required to recognize non-cash expenses in connection with
certain securities we may issue, which may adversely affect our financial condition.
If
the Company is unable to raise additional funds through equity or debt financings or other arrangements sufficient to satisfy
its long-term capital requirements, together with its revenues from any acquired operations, it may be required to reduce operating
costs, which are already minimal and delay, reduce or eliminate its acquisition and development activities. That reduction could
jeopardize the Company’s future strategic initiatives and business plans. The Company may be required to sell some or all
of its acquired properties (which could be on unfavorable terms), seek joint ventures with one or more strategic partners, strategic
acquisitions, and other strategic alternatives, cease our operations, sell or merge our business, or file a petition for bankruptcy
(either liquidation or reorganization under the U.S. Bankruptcy Code). Any of these actions could result in investors in the common
stock losing their investment or failing to realize any appreciation in the common stock from the purchase price.
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Working
Capital (Deficit)
The
following table summarizes our total current assets, total current liabilities, and working capital (deficit) as of December 31,
2023, and December 31, 2022:
As of
As of
December 31, 2023
December 31, 2022
Current assets
$
281,214
$
89,800
Current liabilities
1,176,419
2,105,308
Working capital deficit
$
(895,205
)
$
(2,015,508
)
Cash
Flows
Changes
in the net cash provided by and (used in) operating, investing, and financing activities for the years ended December 31, 2023,
and December 31, 2022, are set forth in the following table:
Year Ended
Year Ended
December 31, 2023
December 31, 2022
Net cash provided by/(used in) operating activities
$ 48,046
$ (78,323 )
Net cash provided by/(used in) investing activities
—
—
Net cash provided by/(used in) financing activities
(9,888 )
103,975
Cash at beginning of period
37,750
12,098
Net increase (decrease) in cash
$ 38,158
$ 25,652
Net
cash from operating activities is derived from net loss from operations adjusted for non-cash items, changes in accounts receivables
balances, prepaid expenses, accounts payables, and accrued expenses. For the period ended December 31, 2023, net cash provided
by operating activities was $48,046 compared to net cash used in operating activities of $78,323 for the period ended December
31, 2022.
Net
cash used in investing activities was $0 for the periods ended December 31, 2023, and December 31, 2022.
Total
net cash used in financing activities was $9,888 for the period ended December 31, 2023. Net cash provided by financing activities
was $103,975 for the periods ended December 31, 2022. The net decrease was primarily due to the decrease in SBA PPP loans and
the proceeds from the related party loan in 2022.
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Going
Concern
The
accompanying consolidated financial statements have been prepared assuming we will continue as a going concern, which contemplates
the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following
the date of these financial statements. On a consolidated basis, we have incurred significant operating losses since inception.
Because we do not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this
raises substantial doubt about our ability to continue as a going concern. Therefore, we will need to raise additional funds and
are currently exploring sources of financing. Historically, we have raised capital through private offerings of debt and equity
and officer loans to finance working capital needs. There can be no assurances that we will be able to continue to raise additional
capital through the sale of common stock or other securities or obtain short-term loans.
Off-Balance
Sheet Arrangements
We
have no off-balance sheet arrangements.
Critical
Accounting Policies and Estimates
Our
discussion of financial condition and results of operations is based upon the information reported in our financial statements.
The preparation of these statements requires us to make assumptions and estimates that affect the reported amounts of assets,
liabilities, revenues, and expenses as well as the disclosure of contingent assets and liabilities at the date of our financial
statements. We base our assumptions and estimates on historical experience and other sources that we believe to be reasonable
at the time. Actual results may vary from our estimates due to changes in circumstances, weather, politics, global economics,
mechanical problems, general business conditions, and other factors. Our significant accounting policies are detailed in Note 1
to our financial statements included in this Annual Report. We have outlined below certain of these policies as being of particular
importance to the portrayal of our financial position and results of operations and which require the application of significant
judgment by our management.
On
May 9, 2022, the Board of directors of the Company, after discussion with management, determined that the Company’s
previously issued financial statements included in the 2020 Form 10-K need to be restated, to among other things, amend the
statements used in the Original Form 10-K regarding the method of accounting it uses. On May 31, 2022, the Company filed an amendment
to the Original Form 10-K in which it modified and restated certain statements, including that the Company uses the successful
efforts method of accounting for oil and gas activities. Under this method, the costs of productive exploratory wells, all development
wells, related asset retirement obligation assets and productive leases are capitalized and amortized, principally by field, on
a units-of-production basis over the life of the remaining proved reserves. Exploration costs, including personnel costs, geological
and geophysical expenses and delay rentals for oil and gas leases are charged to expense as incurred. Exploratory drilling costs
are initially capitalized but charged to expense if and when the well is determined not to have found reserves in commercial quantities.
All of our properties are located within the continental United States.
Revenue
Recognition. In January 2018, the Company adopted Financial Accounting Standards Board (“FASB”) Codification
Revenues from Contracts with Customers (Topic 606) . The timing of recognizing revenue from the sale of produced crude oil
and natural gas was not changed as a result of adopting ASC 606. The Company predominantly derives its revenue from the sale of
produced crude oil and natural gas. The contractual performance obligation is satisfied when the product is delivered to the purchaser.
Revenue is recorded in the month the product is delivered to the purchaser. The Company receives payment within one month
after pickup. The transaction price includes variable consideration as product pricing is based on published market prices and
reduced for contract-specified differentials. The new guidance regarding ASC 606 does not require that the transaction price be
fixed or stated in the contract. Estimating the variable consideration does not require significant judgment. Revenue is recognized
net of royalties due to third parties in an amount that reflects the consideration the Company expects to receive in exchange
for those products. See Note 2 of our financial statements for additional information.
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Successful
Efforts Method of Accounting. We account for oil and natural gas properties in accordance with the successful efforts
method. Under this method, all acquisition costs of proved properties are capitalized and amortized on a unit-of-production basis
over the remaining life of the proved reserves. All development costs of proved properties are capitalized and amortized on a
unit-of-production basis over the remaining life of the proved developed reserves. Costs of retired, sold, or abandoned properties
that constitute a part of an amortization base are charged or credited, net of proceeds, to accumulated depreciation, depletion,
and amortization unless doing so significantly affects the unit-of-production amortization rate, in which case a gain or loss
is recognized in the current period. Gains or losses from the disposal of other properties are recognized in the current period.
For assets acquired, we base the capitalized cost on the fair value at the acquisition date. We expense expenditures for maintenance
and repairs necessary to maintain properties in operating condition, as well as annual lease rentals, as they are incurred. Estimated
dismantlement and abandonment costs are capitalized at their estimated net present value and amortized over the remaining lives
of the related assets. Interest is capitalized only during the periods in which these assets are brought to their intended use.
We only capitalize the interest on borrowed funds related to our share of costs associated with qualifying capital expenditures.
Impairment
of Oil and Natural Gas Properties . We evaluate the impairment of our proved oil and natural gas properties generally
on a field-by-field basis or at the lowest level for which cash flows are identifiable, whenever events or changes in circumstance
indicate that the carrying value may not be recoverable. We reduce the carrying values of proved properties to fair value when
the expected undiscounted future cash flows are less than the net book value. We measure the fair values of proved properties
using valuation techniques consistent with the income approach, converting future cash flows to a single discounted amount. Significant
inputs used to determine the fair values of proved properties include estimates of (i) reserves; (ii) future operating and development
costs; (iii) future commodity prices; and (iv) a risk-adjusted discount rate. These inputs require significant judgments and estimates
by our management at the time of the valuation. The most significant financial statement effect from a change in our oil and gas
reserves or impairment of its proved properties would be the DD&A rate.
An
impairment may not be reversed in future periods even though higher oil and natural gas prices may subsequently increase the ceiling.
Our
estimates of reserves and future cash flow as of December 31, 2023, and 2022 were prepared using an average price equal to the
unweighted arithmetic average of the first day of the month price for each month within the 12-month periods ended December 31,
2023, and 2022, respectively, in accordance with SEC guidelines. As of December 31, 2023, our reserves are based on an SEC
average price of $75.81 per Bbl of WTI oil posted and $0 per MCF natural gas. As of December 31, 2022, our reserves are based
on an SEC average price of $92.01 per Bbl of WTI oil posted and $6.957 per MCF natural gas. Prices are adjusted by local field
and lease level differentials and are held constant for the life of reserves in accordance with SEC guidelines.
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Income
Taxes. Deferred income taxes are provided for the difference between the tax basis of assets and liabilities and the
carrying amount in our financial statements. This difference will result in taxable income or deductions in future years when
the reported amount of the asset or liability is settled. Since our tax returns are filed after the financial statements are prepared,
estimates are required in valuing tax assets and liabilities. We record adjustments to the actual values in the period we file
our tax returns.
Recent
Accounting Pronouncements
See
Note 4 in the notes to our consolidated financial statements for further discussion regarding recently issued accounting standards.
ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
As
a smaller reporting company, we are not required to provide the information required by this Item.
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