What changed in this filing

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Item 1. Financial Statements

2025-08-13 compared with 2025-05-09 · 126 added, 126 removed, 371 unchanged (40% of the section changed)

1 unchanged sentence

OIL AND GAS CORPORATION

CONSOLIDATED BALANCE SHEETS

CONDENSED CONSOLIDATED BALANCE SHEETS

Current Assets

Accounts receivable

Prepaid expenses

Total Current Assets

Properties and Equipment

Oil and natural gas properties at cost

and Equipment

and natural gas properties at cost

Accumulated depletion

Total Properties and Equipment, net

LIABILITIES AND STOCKHOLDERS’ EQUITY

Properties and Equipment, net

AND STOCKHOLDERS’ EQUITY

expense payable

salaries and payroll taxes

portion of notes payable

payable – related party

Current Liabilities

Accounts payable

Workover expense payable

Accrued salaries and payroll taxes

Current portion of notes payable

Notes payable – related party

Total Current Liabilities

retirement obligations

payable, net of current portion

Long-term Liabilities

Asset retirement obligations

Note payable, net of current portion

Total Long-term Liabilities

Total Liabilities

Commitments and contingencies (Note 10)

and contingencies (Note 10)

Stockholders’

stock, $ 0.01 par value, 300,000,000 current shares authorized, 14,168,755 and 13,998,639 shares issued and outstanding, at

June 30, 2025 and December 31, 2024 respectively.

paid-in capital

Stockholders’ Equity

Common stock, $ 0.01 par value, 300,000,000 current shares authorized, 13,998,639 and 13,998,639 shares issued and outstanding, at March 31, 2025 and December 31, 2024 respectively.

Subscription payable

Additional paid-in capital

Accumulated deficit

( 12,518,693 )

( 12,373,887 )

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

Liabilities and Stockholders’ Equity

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

OIL AND GAS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months

Ended March 31,

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

the Three Months

the Six Months

costs and expenses:

operating expenses

and administrative expenses

and accretion on discounted liabilities

operating costs and expenses

Lease operating expenses

General and administrative expenses

Depletion and accretion expense

Total operating costs and expenses

Loss from Operations

from Operations

other expense

Interest expense, net

Total other expense

$ ( 144,806 )

$ ( 303,486 )

Net loss per common share - basic and diluted

Weighted average number of common shares outstanding during the period - basic and diluted

loss per common share - basic and diluted

average number of common shares outstanding during the period - basic and diluted

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

OIL AND GAS CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Preferred stock

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Subscriptions

Stockholder’s

Balance, December 31, 2023

$ ( 10,764,041 )

Common stock issued for services

Conversion of preferred stock to common stock

Net loss for the three months ending March 31, 2024

Balance, March 31, 2024

$ ( 11,067,527 )

Balance, December 31, 2024

$ ( 12,373,887 )

Net loss for the three months ending March 31, 2025

Balance, March 31, 2025

$ ( 12,518,693 )

Stockholder’s equity

December 31, 2023

stock issued for services

of preferred stock to common stock

loss for the three months ending March 31, 2024

March 31, 2024

stock issued for acquisitions

loss for the three months ending June 30, 2024

June 30, 2024

December 31, 2024

loss for the three months ending March 31, 2025

March 31, 2025

stock issued for accrued salaries

loss for the three months ending June 30, 2025

June 30, 2025

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

OIL AND GAS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31,

Cash flows from operating activities:

$ ( 144,806 )

$ ( 303,486 )

Adjustments to reconcile Net loss to net cash provided by (used in) operations:

Depletion expense

Accretion of asset retirement obligation

Common stock issued for services and salaries

Changes in operating assets and liabilities:

Accounts receivable

Prepaid expense

Accounts payable and accrued liabilities

Net cash provided by (used in) operating activities

Cash flows from investing activities:

Cash flows from financing activities:

Payments of loan payable - SBA PPP loan

Net cash used in financing activities

Net change in cash

Cash at beginning of period

Cash at end of period

Supplemental disclosure of non-cash activities:

Cash paid for interest and taxes

Supplemental disclosure of non-cash financing activities:

Common shares issued upon conversion of Series A Preferred shares

Change in estimate of asset retirement obligation asset and liability

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

the Six Months Ended June 30,

flows from operating activities:

to reconcile Net loss to net cash provided by operations:

of asset retirement obligation

stock issued for services and salaries

in operating assets and liabilities:

payable and accrued liabilities

cash provided by operating activities

flows from investing activities:

flows from financing activities:

of loan payable - SBA PPP loan

cash used in financing activities

change in cash

at beginning of period

at end of period

disclosure of non-cash activities:

paid for interest and taxes

disclosure of non-cash financing activities:

shares issued for acquisitions

shares issued upon conversion of Series A Preferred shares

assumed from acquisitions

in estimate of asset retirement obligation asset and liability

shares issued for accrued salaries

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

32 unchanged sentences

of operations for the periods presented, which adjustments were of a normal recurring nature, except as disclosed herein.

results of operations for the three months ended March 31, 2025, are not necessarily indicative of the results to be expected

for the full year ending December 31, 2025, for various reasons, including as a result of the impact of fluctuations in prices

received for oil and natural gas, natural production declines, the uncertainty of exploration and development drilling results,

fluctuations in the fair value of derivative instruments, the impacts of other factors.

results of operations for the six months ended June 30, 2025, are not necessarily indicative of the results to be expected for

the full year ending December 31, 2025, for various reasons, including as a result of the impact of fluctuations in prices received

for oil and natural gas, natural production declines, the uncertainty of exploration and development drilling results, fluctuations

in the fair value of derivative instruments, the impacts of other factors.

unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles

40 unchanged sentences

Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents.

At March 31, 2025 and December 31, 2024, the Company had no cash equivalents.

At June 30, 2025 and December 31, 2024, the Company had no cash equivalents.

and Gas Producing Activities

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There were no impairments

recorded during the three months ended March 31, 2025 and 2024.

recorded during the six months ended June 30, 2025 and 2024.

Company accounts for the impairment or disposal of long-lived assets according to the Financial Accounting Standards Board’s

11 unchanged sentences

The Company did not recognize any impairment losses

on long-lived assets during the three months ended March 31, 2025 and 2024.

on long-lived assets during the six months ended June 30, 2025 and 2024.

Values of Financial Instruments

Company had no financial instruments for the three months ended March 31, 2025, or for the year ended December 31, 2024.

Company had no financial instruments for the six months ended June 30, 2025, or for the year ended December 31, 2024.

820 “Fair Value Measurements and Disclosures” defines fair value as the exchange price that would be received for

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value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as

of March 31, 2025, and December 31, 2024.

of June 30, 2025, and December 31, 2024.

The respective carrying value of certain on-balance-sheet financial instruments approximated

13 unchanged sentences

price differentials, discounts, and other adjustments and deductions.

following table presents revenues disaggregated by product for the three months ended March 31, 2025, and 2024:

For the Three Months

Ended March 31,

following table presents revenues disaggregated by product for the three and six months ended June 30, 2025, and 2024 :

the Three Months

Ended June 30,

the Six Months

Ended June 30,

Crude oil revenues

4 unchanged sentences

for expected credit losses is provided against the portion of accounts receivable that is estimated to be uncollectible.

did not recognize any write-offs during the three months ended March 31, 2025 and 2024.

At both March 31, 2025, and December 31,

did not recognize any write-offs during the three and six months ended June 30, 2025 and 2024.

At both June 30, 2025, and December

31, 2024, the allowance for expected credit losses was $ 0 .

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of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition

and measurement standards established by ASC 740 and concluded that it had no uncertain tax positions as of March 31, 2025, or

and measurement standards established by ASC 740 and concluded that it had no uncertain tax positions as of June 30, 2025, or

as of December 31, 2024.

9 unchanged sentences

excludes all dilutive potential shares if their effect is anti-dilutive.

As of March 31, 2025 and December 31, 2024, the Company

As of June 30, 2025 and December 31, 2024, the Company

had 0 potentially dilutive common shares outstanding.

34 unchanged sentences

that are insured by the Federal Deposit Insurance Corporation (FDIC) up to $ 250,000 .

At March 31, 2025, and December 31, 2024,

At June 30, 2025, and December 31, 2024,

the Company had no exposure in excess of insurance.

19 unchanged sentences

5 – ROYALTY INTERESTS IN OIL AND GAS PROPERTIES

Company did not execute any acquisitions during the three months ended March 31, 2025.

At March 31, 2025, the Company had leased

oil and gas properties assets valued at $ 10,197,892 .

May 31, 2024, the Company issued 1,320,755 shares of common stock, $ 0.01 par value per share, valued at $2.00 per share (the “Shares”),

to Liberty Operating, LLC, a Mississippi limited liability company (“Liberty”), in consideration for the sale and

assignment of various mineral and oil and gas interest in and to certain properties located in Mississippi to Barrister Energy,

LLC, a wholly-owned subsidiary of the Company organized under the laws of Mississippi.

At the request and the instructions of

Liberty, the Company issued the Shares to all members of Liberty on the pro rata basis of their ownership interest in Liberty.

The acquisition was effective as of May 1, 2024 and the Company recorded additions of $ 962,619 and $ 1,698,113 to proved and unproved

reserves, respectively.

Company did not execute any acquisitions during the six months ended June 30, 2025.

At June 30, 2025, the Company had leased oil

and gas properties assets valued at $ 10,102,467 .

Scheduled leased oil and gas properties assets

Balance, December 31, 2024

December 31, 2024

Depletion expense

Balance, March 31, 2025

recorded depletion expense of $ 100,514 and $ 81,324 for the three months ended March 31, 2025 and 2024, respectively.

Balance, June 30,

recorded depletion expense of $ 95,425 and $ 195,939 for the three and six months ended June 30, 2025, respectively, and recorded

depletion expense of $ 102,755 and $ 184,079 for the three and six months ended June 30, 2024, respectively.

6 – ASSET RETIREMENT OBLIGATION

7 unchanged sentences

Accretion expense

Balance, March 31, 2025

Balance, June

7 – NOTES PAYABLE

payable consisted of the following :

Notes payable – related party

Notes payable –

related party

Total notes payable

current portion

Notes payable net of current portion

Notes payable

net of current portion

May 7, 2020, the Company applied for a Small Business Association (SBA) loan under the Paycheck Protection Program (PPP).

11 unchanged sentences

8 – RELATED PARTY TRANSACTIONS

the three months ending March 31, 2025 and the year ending 2024, the following related party transactions occurred between any

of the Company’s directors or executive officers or any person nominated or chosen by the Company to become a director or

executive officer:

the six months ending June 30, 2025 and the year ending 2024, the following related party transactions occurred between any of

the Company’s directors or executive officers or any person nominated or chosen by the Company to become a director or executive

as of January 10, 2024, the board of directors of the Company (the “Board”) increased the size of the Board from two

24 unchanged sentences

Barrett Wellman, respectively.

was no related party activity recorded for the quarter ended March 31, 2025.

April 11, 2025, the Company issued 170,116 shares of Common Stock at $ 2.00 per share to Mr.

Wellman in lieu of the accrued salary

liability of $ 340,232 for services performed by Mr.

Wellman in his previous role as Chief Financial Officer.

The issuance of these

shares did not involve any underwriters, underwriting discounts or commissions or any public offering and we believe is exempt

from the registration requirements of the Securities Act by virtue of Section 4(2) thereof as a transaction not involving a public

9 – STOCKHOLDERS’ EQUITY

of March 31, 2025, the Company has 300,000,000 authorized shares of Common Stock at $ 0.01 par value and 50,000,000 authorized

shares of Preferred Stock at a par value of $ 0.10 , and Series A convertible shares at a par value of $ 0.01 .

of June 30, 2025, the Company has 300,000,000 authorized shares of Common Stock at $ 0.01 par value and 50,000,000 authorized shares

of Preferred Stock at a par value of $ 0.10 , and Series A convertible shares at a par value of $ 0.01 .

holders of Preferred Stock are entitled to receive dividends equal to the amount of the dividend or distribution per share of

12 unchanged sentences

Contributions

the periods ending March 31, 2025, and March 31, 2024, the Company did not receive any capital contributions.

the periods ending June 30, 2025, and June 30, 2024, the Company did not receive any capital contributions.

10 – COMMITMENTS AND CONTINGENCIES

Lease Commitments

Company has no lease obligations at March 31, 2025, and December 31, 2024.

Company has no lease obligations at June 30, 2025, and December 31, 2024.

Additionally, the Company has no known contingencies

as of March 31, 2025, and December 31, 2024.

Company has no purchase obligations at March 31, 2025 and December 31, 2024.

as of June 30, 2025, and December 31, 2024.

Company has no purchase obligations at June 30, 2025 and December 31, 2024.

the course of business, litigation commonly occurs.

11 unchanged sentences

events to be disclosed beyond the following:

Party Common Share Issuance

April 16, 2025, the Company issued 291,782 shares of Common Stock at $ 2.00 per share to Mr.

Wellman in lieu of the accrued salary

liability of $ 583,565 for services performed by Mr.

Wellman in his previous role as Chief Financial Officer.

The issuance of these

shares did not involve any underwriters, underwriting discounts or commissions or any public offering and we believe is exempt

from the registration requirements of the Securities Act by virtue of Section 4(2) thereof as a transaction not involving a public

July 4, 2025 the One Big Beautiful Bill Act (“OBBBA”) was enacted.

The OBBBA introduces significant changes to the

tax code, including modifications to bonus depreciation and interest expense limitations.

The Company is currently evaluating

the provisions of the OBBBA to determine the impact on its financial statements.

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-Q

Item 1. Financial Statements