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Item 1A. Risk Factors

2026-03-25 compared with 2025-03-31 · 84 added, 62 removed, 591 unchanged (20% of the section changed)

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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

political and economic geopolitical instability, including the ongoing war between Russia and Ukraine, the conflict in the Middle East, including the recent conflict between the U.S.

and Iran, as well as sanctions and other government actions arising from these conflicts, and conditions in or affecting other oil-producing regions or countries, including Africa, South America, which significantly affects global oil market price;

actions of the OPEC,

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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;

three years ended December 31, 2025, NYMEX WTI prices ranged from a high of $95.03 per barrel on September 28, 2023, to a low

of $54.98 per barrel on December 16, 2025, and NYMEX Henry Hub prices ranged from a high of $6.40 per MMBtu on February 18, 2025,

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

and the value of our oil and natural gas properties.

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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.

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,

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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.

Cybersecurity

attacks in particular are evolving and include, but are not limited to, ransomware or other malicious software, social engineering

attacks, deepfakes and artificial intelligence ("AI")-enhanced phishing, attempts to gain unauthorized access to data,

and other electronic security breaches that could lead to disruptions in critical systems, unauthorized release of confidential

or otherwise protected information and corruption of data.

Threat actors may leverage AI and machine learning, technologies to

conduct more sophisticated surveillance, reconnaissance and attacks against our systems.

We seek to prevent, detect and investigate

cybersecurity incidents, but in some cases, we might be unaware of an incident or its magnitude and effects.

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.

increased use of artificial intelligence (“AI”) technologies, both by the Company and by third parties, may introduce

additional cybersecurity and operational risks.

AI-enabled applications and services may rely on large volumes of data, third-party

models, and cloud-based infrastructure, which could increase exposure to data privacy, security, and intellectual property risks.

In addition, threat actors may increasingly leverage AI-enabled techniques to enhance the scale, speed, and sophistication of

cyberattacks, including social engineering, phishing, and automated exploitation.

While the Company seeks to manage these risks

through its cybersecurity and risk management programs, there can be no assurance that such measures will prevent all AI-related

security incidents, which could have a material adverse effect on the Company’s business, financial position, results of

operations, or cash flows.

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.

Although we utilize various

procedures and controls to monitor and protect against these threats and to mitigate our exposure to such threats, there can be

no assurance that these procedures and controls will be sufficient in preventing security threats from materializing.

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

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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.

implementation of various procedures and controls to monitor and mitigate such security threats and to increase security for its

information, systems, facilities, and infrastructure 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.

Moreover, there

can be no assurance that such procedures and controls will be sufficient to prevent security breaches from occurring.

related to the Third-Party Transportation of Oil Production.

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lending or investing in oil production.

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.

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.

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.

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Relating to Our Common Stock

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

common stock is currently quoted on OTCID market of OTC Markets, Inc.;

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.

Market, a new application for Proprietary Quotations may be required to allow brokers to place proprietary quotations on our stock

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

quoted at the time on the OTC Pink marketplace, which published 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 on the OTCID Marketplace,

which is a new tier of OTC Markets, indicating that companies on that tier complies with all SEC reporting obligations and additional

obligations imposed by OTC Markets, that are current our stock is not eligible for proprietary broker-dealer quotations, and all

quotes of our common stock reflect unsolicited customer orders.

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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.

stock becomes eligible for proprietary quotations, the trading on the OTCID marketplace, which is the basic 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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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