What changed in this filing

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Item 1A. Risk Factors

2025-03-31 compared with 2024-03-26 · 337 added, 344 removed, 316 unchanged (68% of the section changed)

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oil, such as:

of production, domestic and worldwide inventories;

capacity of U.S.

levels of production,

domestic and worldwide inventories;

the capacity of

and international refiners to use U.S.

supplies of oil, natural gas

price and quantity of foreign imports of oil and their effect on U.S.

supplies of oil, natural gas and NGLs

the price and quantity

of foreign imports of oil and their effect on U.S.

oil producers;

price and availability of alternative forms of energy;

and economic conditions in or affecting other oil-producing regions or countries, including

the Middle East, Africa, South America, current invasion of Ukraine by Russia, which

significantly affects global oil market price

of the OPEC, its members, and other state-controlled oil companies relating to oil price

and production controls, especially production disputes between Saudi Arabia and Russia,

who often have different goals

level of global exploration, development, and production of oil

proximity, capacity, cost, and availability of oil gathering and transportation facilities;

and global oil supply and demand fundamentals and transportation availability

cost of exploring for, developing, producing, and transporting oil which cost may go

up due to oil storage surpluses created by COVID-19 pandemic

conditions and other natural disasters, and storms in the Gulf States Drilling Region

appear to increase in intensity in the past five years

● technological

advances affecting oil consumption, especially the growing production of electric-powered

cars, trucks, and buses

price and availability and consumer demand for alternative fuels to oil and reduction

in the use of products that are made from oil, especially certain plastics, which demand

is fueled by environmental concerns

control legislation that increases the cost and lowers the demand for oil by providing

incentives and tax benefits for use of non-oil fuels, and

of existing U.S.

relative price and

availability of alternative forms of energy;

political and economic

conditions in or affecting other oil-producing regions or countries, including the Middle East, Africa, South America, current

invasion of Ukraine by Russia, which significantly affects global oil market price

actions of the OPEC,

its members, and other state-controlled oil companies relating to oil price and production controls, especially production

disputes between Saudi Arabia and Russia, who often have different goals

the level of global

exploration, development, and production of oil

the proximity, capacity,

cost, and availability of oil gathering and transportation facilities;

localized and global

oil supply and demand fundamentals and transportation availability

the cost of exploring

for, developing, producing, and transporting oil which cost may go up due to oil storage surpluses created by COVID-19 pandemic

weather conditions

and other natural disasters, and storms in the Gulf States Drilling Region appear to increase in intensity in the past five

technological advances

affecting oil consumption, especially the growing production of electric-powered cars, trucks, and buses

the price and availability

and consumer demand for alternative fuels to oil and reduction in the use of products that are made from oil, especially certain

plastics, which demand is fueled by environmental concerns

climate control

legislation that increases the cost and lowers the demand for oil by providing incentives and tax benefits for use of non-oil

effect of existing

federal, state, and local, and non-U.S.

governmental regulation and

These factors make it extremely difficult

to predict future oil, natural gas and NGLs price movements with any certainty.

During the three years ended December 31, 2023,

NYMEX WTI prices ranged from a high of $123.64 per barrel on March 8, 2022 to a low of $48.52 per barrel on January 4, 2021, and

NYMEX Henry Hub prices ranged from a high of $23.86 per MMBtu on February 17, 2021 to a low of $1.94 per MMBtu on March 29, 2023.

Prices were particularly volatile in 2021, with five-year highs occurring in 2021 as a result of multiple significant factors impacting

supply and demand in the global oil and natural gas markets, including those relating to the COVID-19 global pandemic.

price assumptions that are used for planning purposes, and a significant portion of our cash outlays, are largely fixed in nature.

Accordingly, if commodity prices are below the expectations on which these commitments were based, our financial results are likely

to be adversely and disproportionately affected because these cash outlays are not variable in the short term and cannot be quickly

reduced to respond to unanticipated decreases in commodity prices.

Specifically, prices of oil, and NGLs may adversely affect our

revenues, cash flows, earnings and returns;

our ability to attract capital to finance our operations and the cost of the capital;

governmental regulation and taxes.

factors make it extremely difficult to predict future oil, natural gas and NGLs price movements with any certainty.

three years ended December 31, 2024, NYMEX WTI prices ranged from a high of $123.64 per barrel on March 8, 2022, to a low of $65.75

per barrel on September 10, 2024, and NYMEX Henry Hub prices ranged from a high of $9.51 per MMBtu on August 17, 2022, to a low

of $1.21 per MMBtu on November 11, 2024.

We make price assumptions that are used for planning purposes, and a significant portion

of our cash outlays, are largely fixed in nature.

Accordingly, if commodity prices are below the expectations on which these commitments

were based, our financial results are likely to be adversely and disproportionately affected because these cash outlays are not

variable in the short term and cannot be quickly reduced to respond to unanticipated decreases in commodity prices.

Specifically,

prices of oil, and NGLs may adversely affect our revenues, cash flows, earnings and returns;

our ability to attract capital to

finance our operations and the cost of the capital;

the profit or loss we incur in exploring for and developing our reserves;

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increased operating expenses and capital costs, financial risks and potential reduction in demand for oil and natural gas.

The governmental

and regulatory bodies, as well as investors, consumers, industry and other stakeholders increasingly focus on combating climate

This attention resulted in the enactment of climate change-related regulations, policies and initiatives, including alternative

energy requirements, new fuel consumption standards, energy conservation and emissions reductions measures and responsible energy

governmental and regulatory bodies, as well as investors, consumers, industry and other stakeholders increasingly focus on combating

climate change.

This attention resulted in the enactment of climate change-related regulations, policies and initiatives, including

alternative energy requirements, new fuel consumption standards, energy conservation and emissions reductions measures and responsible

energy development;

technological advances with respect to the generation, transmission, storage and consumption of energy, increased

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a timely or cost-effective manner .

Water is an essential

component of both the drilling and hydraulic fracturing processes.

If drought conditions were to occur or demand for water were

to outpace supply, our ability to obtain water could be impacted and in turn, our ability to perform hydraulic fracturing operations

could be restricted or made more costly.

If we are unable to obtain water to use in our operations from local sources, we may be

unable to economically produce oil and natural gas, which could have an adverse effect on our financial condition, results of operations

and cash flows.

is an essential component of both the drilling and hydraulic fracturing processes.

If drought conditions were to occur or demand

for water were to outpace supply, our ability to obtain water could be impacted and in turn, our ability to perform hydraulic

fracturing operations could be restricted or made more costly.

If we are unable to obtain water to use in our operations from

local sources, we may be unable to economically produce oil and natural gas, which could have an adverse effect on our financial

condition, results of operations and cash flows.

In addition, significant amounts of water are produced in our operations.

Inadequate access to or availability

of water recycling or water disposal facilities could adversely affect our production volumes or significantly increase the cost

of our operations.

access to or availability of water recycling or water disposal facilities could adversely affect our production volumes or significantly

increase the cost of our operations.

in the oil and gas industry are subject to numerous laws that can affect the cost, manner, or feasibility of doing business.

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of these environmental and occupational health and safety laws and regulations include the following:

Clean Air Act, which restricts the emission of air pollutants from many sources and imposes various

pre-construction, operational, monitoring, and reporting requirements, and the Environmental Protection Agency or “EPA”

has relied upon as authority for adopting climate change regulatory initiatives relating to Green House Gases or “GHG”

Federal Water Pollution Control Act, also known as the Federal Clean Water Act, which regulates

discharges of pollutants from facilities to state and federal waters and establishes the extent to which waterways are subject

to federal jurisdiction and rulemaking as protected waters of the United States

Oil Pollution Act of 1990, which subjects owners and operators of vessels, onshore

facilities, and pipelines, as well as lessees or permittees of areas in which offshore

facilities are located, to liability for removal costs and damages arising from an oil

spill in waters of the United States

Comprehensive Environmental Response, Compensation and Liability Act of 1980, which

imposes liability on generators, transporters, and arrangers of hazardous substances

at sites where hazardous substance releases have occurred or are threatening to occur

Resource Conservation and Recovery Act, which governs the generation, treatment,

storage, transport, and disposal of solid wastes, including hazardous wastes

Safe Drinking Water Act (“SDWA”), which ensures the quality of the nation’s

public drinking water through the adoption of drinking water standards and control over

the injection of waste fluids into below-ground formations that may adversely affect

drinking water sources

Emergency Planning and Community Right-to-Know Act, requires facilities to implement

a safety hazard communication program and disseminate information to employees, local

emergency planning committees, and response departments on toxic chemical uses and inventories

Occupational Safety and Health Act, which establishes workplace standards for the

protection of the health and safety of employees, including the implementation of hazard

communications programs designed to inform employees about hazardous substances in the

workplace, potentially harmful effects of these substances, and appropriate control measures

Endangered Species Act, restricts activities that may affect federally identified

endangered and threatened species or their habitats through the implementation of operating

restrictions or a temporary, seasonal, or permanent ban in affected areas

National Environmental Policy Act, requires federal agencies, including the Department

of the Interior, to evaluate significant agency actions having the potential to affect

the environment and that may require the preparation of environmental assessments and

more detailed environmental impact statements that may be made available for public review

Department of Transportation regulations, which relate to advancing the safe transportation

of energy and hazardous materials and emergency response preparedness.

Act, which restricts the emission of air pollutants from many sources and imposes various pre-construction, operational, monitoring,

and reporting requirements, and the Environmental Protection Agency or “EPA” has relied upon as authority for

adopting climate change regulatory initiatives relating to Green House Gases or “GHG” emissions.

Water Pollution Control Act, also known as the Federal Clean Water Act, which regulates discharges of pollutants from facilities

to state and federal waters and establishes the extent to which waterways are subject to federal jurisdiction and rulemaking

as protected waters of the United States

Oil Pollution

Act of 1990, which subjects owners and operators of vessels, onshore facilities, and pipelines, as well as lessees or permittees

of areas in which offshore facilities are located, to liability for removal costs and damages arising from an oil spill in

waters of the United States

Comprehensive

Environmental Response, Compensation and Liability Act of 1980, which imposes liability on generators, transporters, and arrangers

of hazardous substances at sites where hazardous substance releases have occurred or are threatening to occur

Conservation and Recovery Act, which governs the generation, treatment, storage, transport, and disposal of solid wastes,

including hazardous wastes

Safe Drinking

Water Act (“SDWA”), which ensures the quality of the nation’s public drinking water through the adoption

of drinking water standards and control over the injection of waste fluids into below-ground formations that may adversely

affect drinking water sources

Planning and Community Right-to-Know Act, requires facilities to implement a safety hazard communication program and disseminate

information to employees, local emergency planning committees, and response departments on toxic chemical uses and inventories

Safety and Health Act, which establishes workplace standards for the protection of the health and safety of employees, including

the implementation of hazard communications programs designed to inform employees about hazardous substances in the workplace,

potentially harmful effects of these substances, and appropriate control measures

Species Act, restricts activities that may affect federally identified endangered and threatened species or their habitats

through the implementation of operating restrictions or a temporary, seasonal, or permanent ban in affected areas

Environmental Policy Act, requires federal agencies, including the Department of the Interior, to evaluate significant agency

actions having the potential to affect the environment and that may require the preparation of environmental assessments and

more detailed environmental impact statements that may be made available for public review and comment

of Transportation regulations, which relate to advancing the safe transportation of energy and hazardous materials and emergency

response preparedness.

environmental and occupational health and safety laws and regulations, including new or amended legal requirements, are expected

to have a considerable effect on any expanded Company’s operations in terms of compliance costs.

In addition, regional, state, and local

jurisdictions in the United States where the Company operates or may operate also have, or are developing or considering developing,

similar environmental and occupational health and safety laws and regulations governing many of these same types of activities.

addition, regional, state, and local jurisdictions in the United States where the Company operates or may operate also have, or

are developing or considering developing, similar environmental and occupational health and safety laws and regulations governing

many of these same types of activities.

The State of Alabama has extensive operation and licensing laws for oil drilling.

Oil and Gas Boards of Mississippi and Alabama are regulatory agencies of the States of Mississippi and Alabama with the statutory

charge of regulating oil exploration and production, including preventing waste and promoting the conservation of oil and gas while

ensuring the protection of both the environment and the correlative rights of owners.

These boards are granted broad authority

in state oil and gas conservation statutes to promulgate and enforce rules and regulations to ensure the conservation and proper

development of the state’s’ petroleum resources.

Specific regulations may vary from state to state across the Gulf

States Drill Region.

We will rely on consultants and local legal counsel for compliance with the state regulatory regime.

The State Oil and Gas Boards of Mississippi and Alabama are regulatory agencies of the States of Mississippi and Alabama

with the statutory charge of regulating oil exploration and production, including preventing waste and promoting the conservation

of oil and gas while ensuring the protection of both the environment and the correlative rights of owners.

These boards are granted

broad authority in state oil and gas conservation statutes to promulgate and enforce rules and regulations to ensure the conservation

and proper development of the state’s’ petroleum resources.

Specific regulations may vary from state to state across

the Gulf States Drill Region.

We will rely on consultants and local legal counsel for compliance with the state regulatory

to comply with these laws and regulations may result in the suspension or termination of our operations and subject us to administrative,

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and we may not be fully insured against all such operating risks.

The operating

hazards in exploring for and producing oil and natural gas include:

encountering unexpected subsurface conditions that cause damage

to equipment or personal injury, including loss of life;

equipment failures that curtail or stop production or cause severe damage

to or destruction of property, natural resources or other equipment;

blowouts or other damages to the productive formations of

our reserves that require a well to be re-drilled or other corrective action to be taken;

and storms and other extreme weather

conditions that cause damages to our production facilities or wells.

Because of these or other events, we could experience environmental

hazards, including release of oil and natural gas from spills, natural gas leaks, accidental leakage of toxic or hazardous materials,

such as petroleum liquids, drilling fluids or fracturing fluids, including chemical additives, underground migration, and ruptures.

If we experience any of these problems, we could incur substantial losses in excess of our insurance coverage.

The occurrence of

a significant event or claim, not fully insured or indemnified against, could have a material adverse effect on our financial condition

and operations.

In accordance with industry practice, we maintain insurance against some of the operating risks to which our business

Also, no assurance can be given that we will be able to maintain insurance in the future at rates we consider reasonable

to cover our possible losses from operating hazards and we may elect no or minimal insurance coverage.

However, we do not have

insurance covering environmental and occupational health and safety risks, and even if we had such insurance, it may not cover

penalties or fines that may be issued by a governmental authority.

operating hazards in exploring for and producing oil and natural gas include:

encountering unexpected subsurface conditions that

cause damage to equipment or personal injury, including loss of life;

equipment failures that curtail or stop production or cause

severe damage to or destruction of property, natural resources or other equipment;

blowouts or other damages to the productive

formations of our reserves that require a well to be re-drilled or other corrective action to be taken;

and storms and other extreme

weather conditions that cause damages to our production facilities or wells.

Because of these or other events, we could experience

environmental hazards, including release of oil and natural gas from spills, natural gas leaks, accidental leakage of toxic or

hazardous materials, such as petroleum liquids, drilling fluids or fracturing fluids, including chemical additives, underground

migration, and ruptures.

If we experience any of these problems, we could incur substantial losses in excess of our insurance

The occurrence of a significant event or claim, not fully insured or indemnified against, could have a material adverse

effect on our financial condition and operations.

In accordance with industry practice, we maintain insurance against some of

the operating risks to which our business is exposed.

Also, no assurance can be given that we will be able to maintain insurance

in the future at rates we consider reasonable to cover our possible losses from operating hazards and we may elect no or minimal

insurance coverage.

However, we do not have insurance covering environmental and occupational health and safety risks, and even

if we had such insurance, it may not cover penalties or fines that may be issued by a governmental authority.

public perception of the oil and gas industry could have a material and adverse effect on us.

Oil and natural

gas drilling and development activities are subject to growing negative public perception globally, and particularly, in the United

States resulting from, among other things, concerns raised by advocacy groups about climate change may lead to increased reputational

and litigation risk and regulatory, legislative and judicial scrutiny, which may, in turn, lead to new state and federal safety

and environmental laws, regulations, guidelines and enforcement interpretations.

Companies in the oil and natural gas industry

are often the target of activist efforts from both individuals and non-governmental organizations regarding safety, human rights,

climate change, environmental matters, sustainability, and business practices.

The foregoing factors may cause operational delays

or restrictions, increased operating costs, additional regulatory burdens and increased risk of litigation.

and natural gas drilling and development activities are subject to growing negative public perception globally, and particularly,

in the United States resulting from, among other things, concerns raised by advocacy groups about climate change may lead to increased

reputational and litigation risk and regulatory, legislative and judicial scrutiny, which may, in turn, lead to new state and

federal safety and environmental laws, regulations, guidelines and enforcement interpretations.

Companies in the oil and natural

gas industry are often the target of activist efforts from both individuals and non-governmental organizations regarding safety,

human rights, climate change, environmental matters, sustainability, and business practices.

The foregoing factors may cause operational

delays or restrictions, increased operating costs, additional regulatory burdens and increased risk of litigation.

Negative perceptions

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have a limited history of owning and operating oil and gas exploration and production operations .

Prior to the Barrister Acquisition in November

2020, we had not generated any revenue.

Although we acquired Barrister’s business pursuant to the Barrister Acquisition,

these production operations are minimal and commenced less than three years ago.

In addition, the history of obtaining oil rights

by Barrister was minimal in terms of production and does not reveal the potential oil production and profitability of the Company

Subsequently, in the fourth quarter of 2022, we acquired additional oil rights and interests by purchasing NONOP Assets

and Buckley Assets, and now we need to obtain sufficient funds to develop reserves related to these properties.

However, the lack

of a more extensive operating history may discourage lenders or funding sources from providing working capital to the Company.

There is no assurance that the oil rights acquired in the Barrister Acquisition and oil rights acquired as a result of the

acquisition of NONOP Assets and Buckley Assets will produce oil on a profitable basis.

Investors should carefully consider

the lack of operating history of the Company and the lack of any significant oil production from the Company Oil Rights prior to

making an investment decision to invest in the Company.

If the Company is unable to obtain

needed capital or financing on satisfactory terms, its ability to develop future reserves will be adversely affected.

If production

or drilling operations are curtailed, then the Company may be unable to continue to hold leases and drilling rights that are scheduled

to expire, which may further reduce oil reserves, which will materially and adversely affect future business, financial condition,

results of operations, liquidity, and ability to finance planned capital expenditures.

to the Barrister Acquisition in November 2020, we had not generated any revenue.

Although we acquired Barrister’s business

pursuant to the Barrister Acquisition, these production operations are minimal and commenced less than three years ago.

the history of obtaining oil rights by Barrister was minimal in terms of production and does not reveal the potential oil production

and profitability of the Company Oil Rights.

Subsequently, in the fourth quarter of 2022, we acquired additional oil rights and

interests by purchasing NONOP Assets and Buckley Assets.

In the third and fourth quarters of 2024, respectively, we acquired the

non-operated interests of Liberty Operating Company, LLC in the Liberty and Pine Grove Fields of Mississippi.

Now we need to obtain

sufficient funds to develop reserves related to these properties.

However, the lack of a more extensive operating history may

discourage lenders or funding sources from providing working capital to the Company.

There is no assurance that the oil

rights acquired by the Company to date will produce oil or natural gas on a profitable basis.

Investors should carefully

consider the lack of operating history of the Company and the lack of any significant oil production from the Company Oil Rights

prior to making an investment decision to invest in the Company.

If the Company is unable

to obtain needed capital or financing on satisfactory terms, its ability to develop future reserves will be adversely affected.

If production or drilling operations are curtailed, then the Company may be unable to continue to hold leases and drilling rights

that are scheduled to expire, which may further reduce oil reserves, which will materially and adversely affect future business,

financial condition, results of operations, liquidity, and ability to finance planned capital expenditures.

have entered a highly competitive and highly capital-intensive industry, and any oil production may be insufficient to fund, sustain,

or expand revenue-generating operations .

The oil drilling exploration and production

business are capital intensive due to the cost of experienced personnel;

equipment and other assets required to drill, produce

and store oil;

oil drilling exploration and production business are capital intensive due to the cost of experienced personnel;

equipment and

other assets required to drill, produce and store oil;

regulatory compliance costs;

potential liability exposures and financial effects;

and the risk of unpredictable

volatility in oil market prices and predatory pricing by competitors.

Drilling requires an upfront payment of operational

costs with no guarantee that actual oil production will cover such expenses.

“Dry” holes for the first and/or

second oil wells could deplete any available funding raised by the Company and render the Company insolvent.

The actual amount

and timing of our future capital expenditures may differ materially from our estimates as a result of, among other things, market

oil prices, actual drilling results, the availability of drilling rigs and other services and equipment, and regulatory, technological,

and competitive developments.

The Company does not have cash flow or cash reserves sufficient to fund more extensive and

deep drilling on Company Oil Rights.

While we will seek such funding, there are no assurances that we can obtain funding

that will be sufficient to fund deep drill wells or new property acquisitions, which are needed to produce any significant levels

of oil production.

Future cash flow from our operations and access to capital are subject to a number of variables, including,

but not limited to:

potential liability exposures and financial

and the risk of unpredictable volatility in oil market prices and predatory pricing by competitors.

Drilling requires

an upfront payment of operational costs with no guarantee that actual oil production will cover such expenses.

holes for the first and/or second oil wells could deplete any available funding raised by the Company and render the Company insolvent.

The actual amount and timing of our future capital expenditures may differ materially from our estimates as a result of, among

other things, market oil prices, actual drilling results, the availability of drilling rigs and other services and equipment,

and regulatory, technological, and competitive developments.

The Company does not have cash flow or cash reserves sufficient

to fund more extensive and deep drilling on Company Oil Rights.

While we will seek such funding, there are no assurances

that we can obtain funding that will be sufficient to fund deep drill wells or new property acquisitions, which are needed to

produce any significant levels of oil production.

Future cash flow from our operations and access to capital are subject

to a number of variables, including, but not limited to:

(i) the market prices at which our oil production is sold;

(ii) our proved reserves;

(iii) the level of hydrocarbons

we can produce from any future oil wells;

(iv) our ability to acquire, locate and produce new oil reserves;

(v) the levels of our

operating expenses;

(ii) our proved

(iii) the level of hydrocarbons we can produce from any future oil wells;

(iv) our ability to acquire, locate and produce

new oil reserves;

(v) the levels of our operating expenses;

(vi) reduction in the U.S.

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wells that are productive but do not produce sufficient net reserves to return a profit after deducting operating and other costs.

In addition, we may not be successful in

controlling our drilling and production costs to improve our overall return and wells that are profitable may not achieve our targeted

rate of return.

addition, we may not be successful in controlling our drilling and production costs to improve our overall return and wells that

are profitable may not achieve our targeted rate of return.

Wells may have production decline rates that are greater than anticipated.

Future drilling and completion efforts

may impact production from existing wells, and parent-child effects may impact future well productivity as a result of timing,

spacing proximity or other factors.

Acquiring oil and natural gas properties requires us to assess reservoir and infrastructure

characteristics, including recoverable reserves, development and operating costs and potential environmental and other liabilities.

Future drilling and completion efforts may impact production from existing wells, and parent-child effects may impact future well

productivity as a result of timing, spacing proximity or other factors.

Acquiring oil and natural gas properties requires us to

assess reservoir and infrastructure characteristics, including recoverable reserves, development and operating costs and potential

environmental and other liabilities.

Such assessments are inexact and inherently uncertain.

In connection with the assessments, we perform a review of the subject properties,

but such a review will not necessarily reveal all existing or potential problems.

In the course of our due diligence, we may not

inspect ever well or pipeline.

We cannot necessarily observe structural and environmental problems, such as pipe corrosion, when

an inspection is made.

We may not be able to obtain contractual indemnities from the seller for liabilities created prior to our

purchase of the property.

We may be required to assume the risk of the physical condition of the properties in addition to the

risk that the properties may not perform in accordance with our expectations.

These risks could render unprofitable our drilling

operations and significantly affect the overall financial performance and condition of the Company.

Failure to conduct our oil

and gas operations in a profitable manner may result in impairments of our proved reserves quantities, impairment of our oil and

gas properties, and a write-down in the carrying value of our unproved properties, and over time may adversely affect our growth,

revenues and cash flows.

In connection with the assessments,

we perform a review of the subject properties, but such a review will not necessarily reveal all existing or potential problems.

In the course of our due diligence, we may not inspect ever well or pipeline.

We cannot necessarily observe structural and environmental

problems, such as pipe corrosion, when an inspection is made.

We may not be able to obtain contractual indemnities from the seller

for liabilities created prior to our purchase of the property.

We may be required to assume the risk of the physical condition

of the properties in addition to the risk that the properties may not perform in accordance with our expectations.

could render unprofitable our drilling operations and significantly affect the overall financial performance and condition of

Failure to conduct our oil and gas operations in a profitable manner may result in impairments of our proved reserves

quantities, impairment of our oil and gas properties, and a write-down in the carrying value of our unproved properties, and over

time may adversely affect our growth, revenues and cash flows.

to our contractor model of operations, we will be vulnerable to any inability to engage or retain qualified operational personnel

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number of qualified independent contractors to operate new or existing oil rigs.

Finding and engaging qualified independent

contractors will be essential to commencing, expanding, and sustaining drilling operations.

Since we will, in all likelihood,

depend on one or two new oil rigs at the start of operations after raising sufficient working capital, any inability to engage

or retain qualified independent contractors would be potentially fatal to our efforts to establish increased revenue-generating

The use of independent contractors also poses the risk of such personnel leaving for more lucrative opportunities

with competitors or other oil producers.

Many of our competitors can afford more lucrative compensation packages for qualified

We lack the resources to effectively compete against larger competitors for operational personnel, especially against

competitors with liquid public markets for their capital stock and the ability to offer attractive stock-based incentive compensation.

Loss of key operational personnel

could cause the suspension of any expanded drilling operations.

The Company does not have key-man insurance

or the available cash to easily employ or engage experienced, full-time outside senior management personnel.

The loss of key personnel,

including our Chief Executive Officer and operational personnel of COP that manages the Company’s oil drilling and production

could undermine the Company’s ability to manage operations and implement the Company’s business plan.

With any expanded oil exploration

and drilling, we will need to replace existing oil reserves with new oil reserves and develop those oil reserves.

If we are unable

to do so, oil reserves and production will decline, which would adversely affect future cash flows and results of operations.

Finding and engaging qualified independent contractors

will be essential to commencing, expanding, and sustaining drilling operations.

Since we will, in all likelihood, depend on one

or two new oil rigs at the start of operations after raising sufficient working capital, any inability to engage or retain qualified

independent contractors would be potentially fatal to our efforts to establish increased revenue-generating operations.

of independent contractors also poses the risk of such personnel leaving for more lucrative opportunities with competitors or

other oil producers.

Many of our competitors can afford more lucrative compensation packages for qualified personnel.

the resources to effectively compete against larger competitors for operational personnel, especially against competitors with

liquid public markets for their capital stock and the ability to offer attractive stock-based incentive compensation.

of key operational personnel could cause the suspension of any expanded drilling operations.

Company does not have key-man insurance or the available cash to easily employ or engage experienced, full-time outside senior

management personnel.

The loss of key personnel, including our Chief Executive Officer and operational personnel of COP and our

other operators that manage the Company’s oil drilling and production could undermine the Company’s ability to

manage operations and implement the Company’s business plan.

any expanded oil exploration and drilling, we will need to replace existing oil reserves with new oil reserves and develop those

oil reserves.

If we are unable to do so, oil reserves and production will decline, which would adversely affect future cash flows

and results of operations.

we increase oil production, then producing oil reservoirs generally will be characterized by declining production rates that vary

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condition, and results of operations would be materially and adversely affected.

The oil and gas development, exploration

and production industry is very competitive, and some of our competitors have greater financial and other resources than we do.

We face competition in every aspect of

our business, including buying and selling reserves and leases, obtaining goods and services needed to operate our business and

marketing natural gas and oil.

Competitors include multinational oil companies, independent production companies and individual

producers and operators.

Many of our competitors have greater financial and other resources than we do and may have greater access

to the capital and credit markets.

Many of these companies not only explore for and produce oil and natural gas, but also carry

on midstream and refining operations and market petroleum and other products on a regional, national or worldwide basis.

these competitors may be able to address the competitive factors of the industry more effectively or weather industry downturns

more easily than we can.

We also face indirect competition from alternative energy sources, including wind, solar and electric

oil and gas development, exploration and production industry is very competitive, and some of our competitors have greater financial

and other resources than we do.

face competition in every aspect of our business, including buying and selling reserves and leases, obtaining goods and services

needed to operate our business and marketing natural gas and oil.

Competitors include multinational oil companies, independent

production companies and individual producers and operators.

Many of our competitors have greater financial and other resources

than we do and may have greater access to the capital and credit markets.

Many of these companies not only explore for and produce

oil and natural gas, but also carry on midstream and refining operations and market petroleum and other products on a regional,

national or worldwide basis.

As a result, these competitors may be able to address the competitive factors of the industry more

effectively or weather industry downturns more easily than we can.

We also face indirect competition from alternative energy sources,

including wind, solar and electric power.

potential lack of availability of, or cost of, drilling rigs, equipment, supplies, personnel, and crude oil

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likely to secure access to such equipment by offering more lucrative terms.

If we are unable to acquire access to such

resources or can obtain access only at higher prices, its ability to convert oil reserves into cash flow could be delayed, and

the cost of producing from those oil reserves could increase significantly, which would adversely affect results of operations

and financial condition.

Our current drilling operations are limited, and the availability of essential drilling assets

may not become a risk factor until such time as we increase drilling operations.

If we are unable to acquire access to such resources

or can obtain access only at higher prices, its ability to convert oil reserves into cash flow could be delayed, and the cost

of producing from those oil reserves could increase significantly, which would adversely affect results of operations and financial

Our current drilling operations are limited, and the availability of essential drilling assets may not become

a risk factor until such time as we increase drilling operations.

have a limited customer base for its oil production due to its limited oil production and operating history.

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of the Company.

Cyber-attacks targeting systems and infrastructure used

by the oil and gas industry and related regulations may adversely impact our operations and, if we are unable to obtain and maintain

adequate protection for our data, our business may be adversely affected.

Our business has

become increasingly dependent on digital technologies to conduct certain exploration, development and production activities.

depend on digital technology to estimate quantities of oil, natural gas and NGL reserves, process and record financial and operating

data, analyze seismic and drilling information, and communicate with our customers, employees and third-party partners.

Cyber-attacks

targeting systems and infrastructure used by the oil and gas industry and related regulations may adversely impact our operations

and, if we are unable to obtain and maintain adequate protection for our data, our business may be adversely affected.

business has become increasingly dependent on digital technologies to conduct certain exploration, development and production

We depend on digital technology to estimate quantities of oil, natural gas and NGL reserves, process and record financial

and operating data, analyze seismic and drilling information, and communicate with our customers, employees and third-party partners.

government has issued public warnings that indicate that energy assets might be specific targets of cyber security threats.

technologies, systems, networks, and those of our vendors, suppliers and other business partners, may become the target of cyberattacks

or information security breaches that could result in the unauthorized access to our seismic data, reserves information, customer

or employee data or other proprietary or commercially sensitive information could lead to data corruption, communication interruption,

or other disruptions in our exploration or production operations or planned business transactions, any of which could have a material

adverse impact on our results of operations.

If our information technology systems cease to function properly or our cybersecurity

is breached, we could suffer disruptions to our normal operations, which may include drilling, completion, production and corporate

A cyber-attack involving our information systems and related infrastructure, or that of our business associates, could

result in supply chain disruptions that delay or prevent the transportation and marketing of our production, non-compliance leading

to regulatory fines or penalties, loss or disclosure of, or damage to, our customer’s, supplier’s or royalty owners’

data or confidential information that could harm our business by damaging our reputation, subjecting us to potential financial

or legal liability, and requiring us to incur significant costs, including costs to repair or restore our systems and data or to

take other remedial steps.

In addition, certain

cyber incidents, such as surveillance, may remain undetected for an extended period.

Our systems for protecting against cyber security

risks may not be sufficient.

While we have not been subject to cybersecurity challenges that

have materially impaired our operations or financial standing, we recognize the importance of developing, implementing and maintaining

cybersecurity measures to better safeguard our information systems and protect the confidentiality, integrity and availability

Our risk management team will work with our IT department to evaluate and address cybersecurity risks in alignment

with our business objectives and operational needs.

In the future, the Company will require the Board and employees to complete

cybersecurity training related to the physical security of assets, data privacy and other information security policies and procedures.

However, these actions may require us to expend significant additional resources to continue to modify or enhance our protective

measures or to investigate and remediate any vulnerabilities to cyberattacks.

Our technologies, systems, networks, and those of our vendors, suppliers and other business partners, may become the target of

cyberattacks or information security breaches that could result in the unauthorized access to our seismic data, reserves information,

customer or employee data or other proprietary or commercially sensitive information could lead to data corruption, communication

interruption, or other disruptions in our exploration or production operations or planned business transactions, any of which

could have a material adverse impact on our results of operations.

If our information technology systems cease to function properly

or our cybersecurity is breached, we could suffer disruptions to our normal operations, which may include drilling, completion,

production and corporate functions.

A cyber-attack involving our information systems and related infrastructure, or that of our

business associates, could result in supply chain disruptions that delay or prevent the transportation and marketing of our production,

non-compliance leading to regulatory fines or penalties, loss or disclosure of, or damage to, our customer’s, supplier’s

or royalty owners’ data or confidential information that could harm our business by damaging our reputation, subjecting

us to potential financial or legal liability, and requiring us to incur significant costs, including costs to repair or restore

our systems and data or to take other remedial steps.

addition, certain cyber incidents, such as surveillance, may remain undetected for an extended period.

Our systems for protecting

against cyber security risks may not be sufficient.

While we have not been subject to cybersecurity

challenges that have materially impaired our operations or financial standing, we recognize the importance of developing, implementing

and maintaining cybersecurity measures to better safeguard our information systems and protect the confidentiality, integrity

and availability of our data.

Our risk management team will work with our IT department to evaluate and address cybersecurity

risks in alignment with our business objectives and operational needs.

In the future, the Company will require the Board and employees

to complete cybersecurity training related to the physical security of assets, data privacy and other information security policies

and procedures.

However, these actions may require us to expend significant additional resources to continue to modify

or enhance our protective measures or to investigate and remediate any vulnerabilities to cyberattacks.

related to the Third-Party Transportation of Oil Production.

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lending or investing in oil production.

These factors, among others, raise substantial doubt about the Company’s ability

to continue as a going concern.

If we are unable to obtain sufficient funding, our business, prospects, financial condition, and

results of operations will be materially and adversely affected, and we may be unable to continue as a going concern.

we cannot continue as a viable entity, you would lose all or most of your investment in the Company.

We do not have directors’ and officers’ liability

insurance due to the high cost.

factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

If we are unable

to obtain sufficient funding, our business, prospects, financial condition, and results of operations will be materially and adversely

affected, and we may be unable to continue as a going concern.

If we cannot continue as

a viable entity, you would lose all or most of your investment in the Company.

do not have directors’ and officers’ liability insurance due to the high cost.

lack of directors’ and officers’ liability insurance hinders our ability to attract directors and officers.

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prior to insurance coverage occurring.

This high deductible can be beyond the financial means of a small company and

effectively denies the insured company of the benefits of the insurance.

If we do not have sufficient cash to purchase directors’

and officers’ liability insurance, our ability to attract and retain qualified officers and directors will suffer, especially

This high deductible can be beyond the financial means of a small company and effectively

denies the insured company of the benefits of the insurance.

If we do not have sufficient cash to purchase directors’ and

officers’ liability insurance, our ability to attract and retain qualified officers and directors will suffer, especially

considering the lack of a public market for the common stock and resulting inability to offer incentive compensation to directors

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Relating to Our Common Stock

stock is currently quoted on Pink Marketplace of OTC Markets;

however, because our common stock was downgraded to Expert Market,

we need to submit a new application for Proprietary Quotations.

We do not have an active, liquid trading market for our common

stock and may never develop it.

In October 2021,

our Common Stock became eligible for quotations on OTC Markets.

Between October 2021 and July 2023, our stock was quoted on the

OTC Pink marketplace, which publishes brokerage quotations;

however, because we were delinquent with our reporting obligations

and did not file our 2022 annual report and 2023 quarterly reports timely, our stock was downgraded to Expert Market marketplace

until we filed all required reports.

While our common stock is currently trading again on the OTC Pink Marketplace, because our

stock was downgraded to Expert Market, our stock is not eligible for proprietary broker-dealer quotations, and all quotes of our

common stock reflect unsolicited customer orders.

These unsolicited-only stocks have a higher risk of wider spreads, increased

volatility, and price dislocations.

To be eligible for public brokerage quotations and to provide continuous market making, a market

maker needs to submit a new application under SEC Rule15c2-11 which needs to be approved by FINRA.

Even if our stock becomes eligible

for proprietary quotations, the trading on the OTC Pink marketplace is often thin and characterized by wide fluctuations in trading

prices, due to many factors that may have little to do with our operations or business prospects.

The securities market has from

time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular

These market fluctuations may also materially and adversely affect the market price of shares of our common stock.

common stock is currently quoted on Pink Marketplace of OTC Markets;

however, because our common stock was downgraded to Expert

Market, we need to submit a new application for Proprietary Quotations.

We do not have an active, liquid trading market for our

common stock and may never develop it.

October 2021, our Common Stock became eligible for quotations on OTC Markets.

Between October 2021 and July 2023, our stock was

quoted on the OTC Pink marketplace, which publishes brokerage quotations;

however, because we were delinquent with our reporting

obligations and did not file our 2022 annual report and 2023 quarterly reports timely, our stock was downgraded to Expert Market

marketplace until we filed all required reports.

While our common stock is currently trading again on the OTC Pink Marketplace,

because our stock was downgraded to Expert Market, our stock is not eligible for proprietary broker-dealer quotations, and all

quotes of our common stock reflect unsolicited customer orders.

These unsolicited-only stocks have a higher risk of wider spread,

increased volatility, and price dislocations.

To be eligible for public brokerage quotations and to provide continuous market

making, a market maker needs to submit a new application under SEC Rule15c2-11 which needs to be approved by FINRA.

stock becomes eligible for proprietary quotations, the trading on the OTC Pink marketplace is often thin and characterized by

wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects.

The securities market has from time-to-time experienced significant price and volume fluctuations that are not related to the

operating performance of particular companies.

These market fluctuations may also materially and adversely affect the market price

of shares of our common stock.

the absence of an active trading market investors may have difficulty buying and selling or obtaining market quotations, market

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any shares of common stock.

Future capital

raises may dilute our existing shareholders’ ownership, the value of their equity securities and/or have other adverse effects

on our operations.

If we raise additional capital by issuing equity securities

by acquisition or by equity financings, our existing shareholders may experience substantial dilution.

If we raise additional funds

by issuing debt instruments, these debt instruments could impose significant restrictions on our operations, including liens on

If we raise additional funds through collaborations and licensing arrangements, we may be required to relinquish some

rights to our technologies or products, or to grant licenses on terms that are not favorable to us or could diminish the rights

of our shareholders.

Furthermore, if we offer to sell our shares of common stock in subsequent offerings for a purchase price that

is less than the purchase price of shares of common stock we offered to our shareholders in the past, it may impact the value of

equity securities of the shareholders that purchased it in the past.

In addition, the issuance of such additional shares may impact

the ability of any investor to sell their shares once such shares are eligible for sale.

capital raises may dilute our existing shareholders’ ownership, the value of their equity securities and/or have other adverse

effects on our operations.

we raise additional capital by issuing equity securities by acquisition or by equity financing, our existing shareholders may

experience substantial dilution.

If we raise additional funds by issuing debt instruments, these debt instruments could impose

significant restrictions on our operations, including liens on our assets.

If we raise additional funds through collaborations

and licensing arrangements, we may be required to relinquish some rights to our technologies or products, or to grant licenses

on terms that are not favorable to us or could diminish the rights of our shareholders.

Furthermore, if we offer to sell our shares

of common stock in subsequent offerings for a purchase price that is less than the purchase price of shares of common stock we

offered to our shareholders in the past, it may impact the value of equity securities of the shareholders that purchased it in

In addition, the issuance of such additional shares may impact the ability of any investor to sell their shares once

such shares are eligible for sale.

is no assurance that we will be able to pay dividends to our stockholders, which means that you could receive little or no return

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that we will generate any distributable cash from operations.

Our board may elect to retain cash for operating purposes,

debt retirement, or some other purpose.

Our board may elect to retain cash for operating purposes, debt

retirement, or some other purpose.

Consequently, you may receive little or no return on your investment.

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These require a broker-dealer to:

to the customer, and obtain a written receipt for, a disclosure document;

certain price information about the stock;

the amount of compensation received by the broker-dealer or any associated person of

the broker-dealer;

monthly statements to customers with market and price information about the penny stock;

some circumstances, approve the purchaser’s account under certain standards and

deliver written statements to the customer with the information specified in the rules.

Deliver to the customer,

and obtain a written receipt for, a disclosure document;

Disclose certain

price information about the stock;

Disclose the amount

of compensation received by the broker-dealer or any associated person of the broker-dealer;

Send monthly statements

to customers with market and price information about the penny stock;

In some circumstances,

approve the purchaser’s account under certain standards and deliver written statements to the customer with the information

specified in the rules.

Consequently,

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors