OKMN 10-K & 10-Q changes, risk factors and insider trading
Okmin Resources, Inc. · OTC · Crude Petroleum & Natural Gas · CIK 1848334 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Removed heading “Proposed changes to U.S. tax laws, if adopted, could have an adverse effect on our business, financial condition, results of operations, and cash flows.”
Largest changes
“Proposed changes to U.S. tax laws, if adopted, could have an adverse effect on our business, financial condition, results of operations, and cash flows.”see in full comparison
The price of oil and natural gas heavily influences our revenue, profitability, cash flows, liquidity, access to capital, present value and quality of our reserves, the nature and scale of our operations, and our future rate of growth. Oil and natural gas are commodities and, therefore, their prices are subject to wide fluctuations in response to relatively minor changes in supply and demand. In recent years, the markets for oil and natural gas have been volatile. These markets will likely continue to be volatile in the future. Further, oil prices and natural gas prices do not necessarily fluctuate in direct relation to each other. The price of crude oil has experienced significant volatility oversee in full comparisonthe last fiverecent years, with thetheprice of a barrel of oil dropping below $20 during the early part of 2020, due in part to reduced global demand stemming from the recentrecentglobal COVID-19 outbreak, and most recently surging over $125 a barrel in early March 2022 following Russia’s invasion of Ukraine,Ukraine,before more recently trading around$75-$80$60-$70 a barrel. Natural gas prices have recently tradedaroundbetween$2.00$2.35withanda range as low as $1.53$4.50 perMCF down from a high of over $9.00 per MCF following Russia’s invasion of Ukraine.mcf. A prolonged period of low market prices for oil and natural gas, or further declines in the market prices for oil and natural gas, will likely result in capital expenditures being further curtailed and will adversely affect our business, financial condition and liquidity. Additionally, lower oil and natural gas prices have, and may in the future, cause, a decline in our stock price.
“From time to time, legislative proposals are made that would, if enacted, result in the elimination of the immediate deduction for intangible drilling and development costs, the elimination of the deduction from income for domestic production activities relating to oil and gas exploration and development, the repeal of the percentage depletion allowance for oil and gas properties, and an extension of the amortization period for certain geological and geophysical expenditures. …”see in full comparison
Full comparison: every changed paragraph (5)
The price of oil and natural gas heavily influences
our revenue, profitability, cash flows, liquidity, access to capital, present value and quality of our reserves, the nature and scale
of our operations, and our future rate of growth. Oil and natural gas are commodities and, therefore, their prices are subject to wide
fluctuations in response to relatively minor changes in supply and demand. In recent years, the markets for oil and natural gas have been
volatile. These markets will likely continue to be volatile in the future. Further, oil prices and natural gas prices do not necessarily
fluctuate in direct relation to each other. The price of crude oil has experienced significant volatility over the last fiverecent years, with the
the price of a barrel of oil dropping below $20 during the early part of 2020, due in part to reduced global demand stemming from the recent
recent global COVID-19 outbreak, and most recently surging over $125 a barrel in early March 2022 following Russia’s invasion of Ukraine,
Ukraine, before more recently trading around $75-$80$60-$70 a barrel. Natural gas prices have recently traded aroundbetween $2.00$2.35 withand a range as low
as $1.53$4.50 per MCF down from a high of over $9.00 per MCF following Russia’s invasion of Ukraine.mcf. A prolonged
period of low market
prices for oil and natural gas, or further declines in the market prices for oil and natural gas, will likely result
in capital expenditures
being further curtailed and will adversely affect our business, financial condition and liquidity. Additionally,
lower oil and natural
gas prices have, and may in the future, cause, a decline in our stock price.
Proposed
changes to U.S. tax laws, if adopted, could have an adverse effect on our business, financial condition, results of operations, and cash
flows.
From time to
time, legislative proposals are made that would, if enacted, result in the elimination of the immediate deduction for intangible drilling
and development costs, the elimination of the deduction from income for domestic production activities relating to oil and gas exploration
and development, the repeal of the percentage depletion allowance for oil and gas properties, and an extension of the amortization period
for certain geological and geophysical expenditures. Such changes, if adopted, or other similar changes that reduce or eliminate deductions
currently available with respect to oil and gas exploration and development, could adversely affect our business, financial condition,
results of operations, and cash flows.
As an early stageearly-stage company, growth in accordance with
our business plan, if achieved, could place a significant strain on our financial, technical, operational, and management resources. As
we expand our activities and increase the number of projects we are evaluating or in which we participate, there will be additional demands
on our financial, technical, operational, and management resources. The failure to continue to upgrade our technical, administrative,
operating, and financial control systems or the occurrences of unexpected expansion difficulties, including the failure to recruit, engage
or retain professionals in the oil and natural gas industry, whether as employees or outside contractors, could have a negative material
effect on our business and financial condition.
As a result, our management also concluded that
our disclosure
controls and procedures were not effective as of June 30, 20242025 and 2023,2024, such that the information relating
to us
required to be disclosed in the reports we file with the SEC (a) is recorded, processed, summarized and reported within the time
periods specified in the SEC’s rules and forms and (b) is accumulated and communicated to our management to allow timely decisions
decisions regarding required disclosures and such disclosure controls and procedures have not been deemed effective since
approximately June 30,
2021.
Management's Discussion & Analysis (MD&A)
Removed heading “Blackrock Joint Venture”
Removed heading “West Sheppard Pool”
Largest changes
“Okmin entered into a Joint Venture Agreement and Operating Agreement in February 2021, committing $100,000 in the initial phase to acquire working interests in ten oil and gas leases located in Okmulgee and Muskogee Counties in Oklahoma. Under the Operating Agreement, Okmin has a 50% Working Interest in 710 acres and a 25% interest in 80 acres. The Company’s Joint Venture partner, Blackrock Energy LLC (“Blackrock”), is the operator of the project. …”see in full comparison
“The Company through its wholly owned Kansas subsidiary, Okmin Operations, LLC entered into an agreement in July 2021 to acquire a 72.5% Net Revenue Interest in the Vitt Lease located in Neosho County, Kansas. Okmin Operations, LLC acquired the lease with a cash payment of $25,000 together with a commitment to make additional capital and operating expenditures to rework the wells on the lease. The lease covers 160 acres and after initial reworking now includes nine oil wells, two idle wells and four water injection wells. …”see in full comparison
“The Company and SPO had previously entered into a gas gathering agreement in June 2023 in an effort to restore and ultimately improve gas flows into the gas transit pipeline system. During the year ended June 30, 2024, we received no revenue from the property as gas sales continued to be suspended due to further required pipeline work and the failure of equipment owned by the gas pipeline company at its compressor station. In order to replace the failed equipment, the gas pipeline company is requiring additional gas throughput to justify the investment. …”see in full comparison
“In December 2021, the Company exercised its option and entered into a definitive joint venture and operating agreement with Blackrock to acquire 50% of Blackrock’s interest in the Pushmataha Gas Field, comprising 6 leases covering an area of 3,840 acres located in Pushmataha County, Oklahoma. Blackrock had previously entered into a separate option to acquire working interests ranging from 92 -100% in the existing wells and lease acreage from a third party. In connection with the initial acquisition, the Company expended approximately $253,000 in cash. …”see in full comparison
Full comparison: every changed paragraph (33)
The Company has an interest in four separate projects:
The Company has not conducted any reserve evaluations
or calculations, and there are currently no proven reserves on any of the Company’s properties.
Blackrock Joint Venture
Okmin entered into a Joint Venture Agreement and Operating
Agreement in February 2021, committing $100,000 in the initial phase to acquire working interests in ten oil and gas leases located in
Okmulgee and Muskogee Counties in Oklahoma. Under the Operating Agreement, Okmin has a 50% Working Interest in 710 acres and a 25%
interest in 80 acres. The Company’s Joint Venture partner, Blackrock Energy LLC (“Blackrock”), is the operator of the
project. Pursuant to a further agreement entered into on June 10, 2022, the Company added an additional five oil and gas leases across
739 acres to its Joint Venture with Blackrock, thereby expanding the overall project to fifteen leases covering over 1,500 acres. In the
fiscal year ended June 30, 2024, lease operating expenses including taxes recorded across the extended Joint Venture totaled $42,048 and
our share of the Joint Venture recorded revenues of $28,285 from oil and gas sales, predominantly oil, compared with $46,875 in revenues
for the corresponding fiscal year ended June 30, 2023.
Vitt Lease
The Company through its wholly owned Kansas subsidiary,
Okmin Operations, LLC entered into an agreement in July 2021 to acquire a 72.5% Net Revenue Interest in the Vitt Lease located in Neosho
County, Kansas. Okmin Operations, LLC acquired the lease with a cash payment of $25,000 together with a commitment to make additional
capital and operating expenditures to rework the wells on the lease. The lease covers 160 acres and after initial reworking now includes
nine oil wells, two idle wells and four water injection wells. At present the wells are not pumping, as they require additional maintenance
work. As of the fiscal year ending on June 30, 2024, aggregate additional expenditures beyond the purchase totaled approximately $108,000.
During the fiscal year ended June 30, 2024, the Company’s expenditures at the Vitt Lease totaled $6,719. For the year ended June
30, 2024, the Company received $1,972 in revenues from the project compared to revenues for the year ended June 30, 2023 of approximately
$5,200.
The Vitt Lease has now become a small nominal lease
able to produce oil, though not on a consistent basis as we continue to encounter various maintenance issues that have to be addressed.
The Company continues to explore a number of possibilities for the Vitt Lease, which may include involving a partner in its further development.
West Sheppard Pool
In August 2021, the Company entered into an option
agreement with Blackrock to acquire a 50% joint venture interest in the West Sheppard Pool Field, a series of leases totaling 1,930 acres
located in Okmulgee County, Oklahoma. In November 2021, the Company exercised its option and entered into a definitive joint venture and
operating agreement with Blackrock at a cost of $150,000 in cash.
The 26 existing wells on the leases range from 850
feet to 1,950 feet in depth with gas production from several zones as their main objective.
During the second half of calendar 2023, our partner
and operator, Blackrock Energy, LLC agreed to a farmout agreement of its working interests in West Sheppard Pool (with the exception of
a 2% overriding royalty interest maintained by Blackrock). Blackrock’s interests were transferred to Sheppard Pool Operating, LLC
(hereinafter referred to as “SPO”), the owner of the adjacent East Sheppard Pool leases. SPO also became the Operator of record
on the project. This transaction does not change our working interests in the project.
The Company and SPO had previously
entered into a gas gathering agreement in June 2023 in an effort to restore and ultimately improve gas flows into the gas transit pipeline
system. During the year ended June 30, 2024, we received no revenue from the property as gas sales continued to be suspended due to further
required pipeline work and the failure of equipment owned by the gas pipeline company at its compressor station. In order to replace the
failed equipment, the gas pipeline company is requiring additional gas throughput to justify the investment. SPO has been working to upgrade
the gas gathering system on the property, including replacing older gas gathering lines with new modern lines. The older lines were discovered
to contain numerous leaks which likely contributed to a lack of throughput to the compressor station. In the year ended June 30, 2024,
the Company recorded expenditures at West Sheppard Pool of $14,594.
Prior to the suspension of activities following a
compressor outage, only 6 of the 26 wells on the property were selling into the pipeline. Subsequently an additional 4 wells were connected
in late 2022, so in total there are now 10 of the 26 wells at West Sheppard Pool connected to the gas gathering system. Many of those
wells would likely benefit from workovers to increase their production potential, and six wells were identified by the operator for reentry
to perforate and fracture new zones for both oil and gas. The property also has the potential for infill drilling for new wells within
the property. Any work is dependent upon obtaining additional capital, which could include adding an additional partner to fund this work
program
Pushmataha
In December 2021,
the Company exercised its option and entered into a definitive joint venture and operating agreement with Blackrock to acquire 50% of
Blackrock’s interest in the Pushmataha Gas Field, comprising 6 leases covering an area of 3,840 acres located in Pushmataha County,
Oklahoma. Blackrock had previously entered into a separate option to acquire working interests ranging from 92 -100% in the existing wells
and lease acreage from a third party. In connection with the initial acquisition, the Company expended approximately $253,000 in
cash. Under the terms of the Joint Venture agreement, after deducting operating costs including a flat sum of $1,000 per month to Blackrock
as operator, the Company shall receive all net income from revenues of the project until it has recouped $125,000, thereafter, the parties
shall equally split the income.
The Company
has a 50% ownership interest in the Joint Venture with Blackrock. The leases owned by the Joint Venture are subject to landowner royalties
and other commitments resulting in net revenue interests to the joint venture of between 71% - 76%, with the exception of the Stephenson
well, which has a net revenue interest of approximately 68%.
Pushmataha has seven existing
gas wells ranging in depth from 10,000 - 12,300 feet. The wells were inactive since 2019 due to line leaks and lower gas prices, though
in April 2021 some wells were put back online and have at various intervals produced between 100 - 300 thousand cubic feet per
day (MCFD). Through the fiscal year ended June 30, 2024, we recorded $12,286 in revenues from gas sales at the project compared to revenues
for the fiscal year ended June 30, 2023 of $60,066.
The existing seven wells
show additional behind-pipe zones and the joint venture partners assessed recompleting a new zone in one of the wells called the KDC.
The operator previously had a rig out on site at KDC and commenced some work on the well and was planning to conduct a recompletion, though
weather conditions made it too dangerous to proceed. Plans were also underway for the operator to commence repairing or possibly
replacing the plunger lift systems of some of the wells, with the goal of dewatering the wells to enable the gas to flow freely. The joint
venture partners have deferred pursuing this active rework activity during the current downturn in natural gas pricing or until additional
capital is available.
In July 2022, a hydrocarbon
survey was conducted across these leases utilizing a third party patented remote sensing technology, which has provided the operator with
valuable data in charting the potential for the future development of this project. There is also space to drill new gas wells on the
3,840 acre leasehold, using the hydrocarbon mapping as a tool to locate the optimal drilling locations in these reservoirs.
In the fiscal year ended
June 30, 2024, lease operating expenditures were $22,664 with additional gas fees, transportation and taxes aggregating $6,000. The
operator believes with additional capital expenditures for reworking and recompletion efforts it can optimize the production
potential of this field. The application of newer technologies could also have an important impact on the economics for this asset.
----------------------------------------------- Management is actively evaluating various new strategic
investment and acquisition opportunities in the resources sector, including opportunities to potentially broaden our activities beyond
the development of conventional oil and gas projects. To assist in this process, the Company has established a Board of Advisors and appointed
Dr. John N. O’Brien as its Senior Advisory Board Member.
No agreements to acquire new assets or interests have
been reached, and any future agreements would be subject to the Company being able to secure adequate additional financing.
General and administrative
expenses were steadylower at $406,181$388,579 for the year ended June 30, 20242025 as compared to $380,747$406,175 for the year ended June 30, 2023.2024. A significant
component of this included non-cash amounts comprised of $28,805$9,000 of stock issued to our land and resource development Manager and $104,296$110,000
in connection with corporate,corporate compliance, investor relations and consulting fees comprised of common stock that either vested and/or was issued in
lieu of cash
for services.services and $24,100 in restricted common stock issued in lieu of legal fees. Additionally, $141,750$162,000 of these expenses were accrued
and deferred compensation.
In the year ended June 30,
2024,2025, of note we recorded the following expenses as compared to the corresponding year ended June 30, 20232024: Interest expense was lowerhigher
at $16,647$17,262 vs $19,510$16,647; listing &related compliancefees relatedwere higher at $17,100 vs. $16,380; legal fees were lower at $16,380$29,100 vs. $26,912; legal fees were higher atvs $50,000 vs $21,835
as we engaged ongoing
counsel on a more regularas needed basis; audit fees were $22,302$31,385 vs $22,700$22,302; compensation in connection with accounting
and bookkeeping $10,440 $16,996
vs $17,784$10,440 and depreciation was higher at $5,194$5,436 vs. $3,970.$5,194. Other expenses related to compensation, filing and
transfer agent fees, rent
and other general and administrative expenses necessary for our operations.
The net loss for the year ended June 30, 20242025 was
was $873,214$597,167 compared to a net loss of $529,014$873,214 for the year ended June 30, 2023.2024. This amount includes a one-off impairment charge
of $401,858 $167,003
that was recorded as an expense for the year ended June 30, 2024,2025, following testing to determine current fair value of
oil and gas properties
and the Company’s subsequent review of the capitalized value of its oil and gas properties. Outside of
the impairment charge, operating
expenses totaled $503,393.$394,015. The Expensesexpenses during the period ended June 30, 2024,2025 included: compensation $20,250
in cash and $141,750$162,000 accrued compensation, $92,024$42,713 in lease
operating expenses (including taxes and royalties), interest of $16,647,
legal,$17,262, accounting and other professionalaudit fees of $113,643$48,381; other professional, legal
and consulting fees of non-cash items in stock issued for services of $143,100; and other general and administrative expenses necessary
for our
operations. The net loss also includes non-cash items of $137,130 in stock issued for services.
The expenses during the period
ended June 30, 20232024 by comparison included: compensation $81,000of $20,250 in cash and $81,000$141,750 accrued compensation, lease operating expenses
(including
taxes and royalties) of $263,018,$92,024, interest of $19,510$16,647, and legal accounting and other professional fees of $70,316. The net loss also included non-cash items of $85,100
in stock issued for services. Additionally, the Company incurred additional expenses as it started trading as a public company.$113,643.
In the years ended June 30, 2025 and 2024, cash expended on investing activities was $nil.
In the year ended June 30, 2024, cash expended on
investing activities was nil versus $45,212 in the year ended June 30, 2023. The lower amount this fiscal year is attributable to the
Company not investing new capital into projects versus the previous year which included some ongoing rework expenses on the Company’s
projects.
In the year ended June 30, 2025 net cash used in financing activities was $24,000 with the entire amount from the Repayment of Convertible Note. For the year ended June 30, 2024, financing activities used cash of $16,000, which consisted of repayments on the Convertible Note.
Net cash from financing activities in the year ended
June 30, 2024 was negative $16,000, which consisted of repayments on the Convertible Note. In the previous
year ended June 30, 2023 net cash from financing activities of $353,375 was predominantly comprised of private placements of equity securities.
As of June 30, 2024,2025, we had total assets of $366,621,$133,322,
comprised primarily of cash of $72,281,$11,488 and oil and gas properties of $294,237 and other assets of $103.$121,834. As of June 30, 2024,2025, we had total
liabilities of $533,159, $753,927,
primarily comprised of convertible debt and related interest payable of $204,677 and$195,091, deferred and accrued compensation
of $276,750.$438,750, and trade
credit facilities of $78,258.
The Convertible debt maintained by the company hashad
a 10% annual interest rate, was initially set up with repayments of $3,500 per month commencing as of May 2022 and any open balance is
convertible at the Lender’s discretion into shares of the Company’s common stock at $0.03 per share with warrant coverage
at the same price on the basis of one warrant per every three shares issued under the note. The principal amount of the note iswas secured
by a lien on the Vitt lease. In the related security agreement, the Company has agreed to remit the first $125,000 in net revenue received
from its interest in the Pushmataha Gas Field toward the payment and performance of the note. Beginning in November 2023, the Company
and the lender agreed to reduce the monthly repayment to $2,000. As of June 30, 2024,2025, the Company had a remaining
balance of $155,135 $131,135
on the note and outstanding interest of $49,542$63,956. andSubsequent repaymentsto havethe beenend revisedof withthe fiscal year, the lender atagreed ato minimumconvert the entire remaining
principal and interest due as of $2,000
monthly.June In30th July2025 2023,into common shares of the Company reachedat ana agreementdeemed withprice of $0.03 per share. On
September 19, 2025, the LenderCompany issued 6,503,024 common shares to temporarily suspend the monthlynoteholder repaymentto requirement for three
months, from July through September 2023, withsettle the note accruingin the usual interest during this period.full.
The Company had a net loss of $873,214$597,167 for the year
ended June 30, 20242025 and an accumulated deficit of $1,708,518.$2,305,685. As at June 30, 2024,2025, we had a working capital deficit of approximately $460,878.
$742,439.
We are still an earlyearlier stage company and to date we have only achieved limited revenues from operations and anticipate that operating
revenues will continue to be limited until the Company is in a position to commit substantial capital resources to its operations.
What changed in the latest 10-Q
Risk Factors
Risk factors describing the major risks to our business can be found under Item 1A, “Risk Factors”, in our Annual Report on Form 10-K for the year ended June 30, 2025. There has been no material change in our risk factors from those previously discussed in the Annual Report on Form 10-K.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Terminated Merger Agreement with Bevpoint Capital LP”
New heading “New Corporate Advisor”
New heading “Net cash from financing activities”
Largest changes
The net loss for the three months endedsee in full comparisonDecemberMarch 31,20252026 was$129,161$106,444 compared to a net loss of$218,757$67,241 for the three months endedDecemberMarch 31,2024.2025. TheExpensesexpenses during the three month periodperiodendedDecemberMarch 31,2025,2026, included$8,055$10,777 in lease operatingexpenses,expenses (including taxes and royalties); $40,500 inaccrueddeferred and unpaid compensation;$4,623$4,963 in interest expense, a one-time non-cash expense; Audit feesof$15,692, $4,550$50,000 in connection with stockcompensationthe Company issued to its new corporate advisor; and other general and administrative expenses necessary for our operations. Expenses during the comparative three month period ended March 31, 2025, included $9,758 inlieuleaseofoperatingcashexpensesfor(includingantaxesongoingandservicesroyalties),agreement$40,500within deferred compensation, $3,528 in interestSierra Land Resources, LLC, plus other professional fees;expense and other general and administrative expenses necessary for our operations. Other income includes $5,796 in bad debt recoveryAnresultingimpairmentfromchargean offset of$24,765expenseswasat Pushmataha not being charged to us by Blackrock in lieu of a $25,000 receivable that the Company had previously recordedin the current periodasa test of the current fair value of the oil and gas properties was conducted and it was determined an impairment of the capitalized values was necessary. Additionally, following payment delays on accounts receivable,an allowance for doubtfulaccountsaccounts,ofand$25,000awas$10,066recordedlitigationinsettlementthispaymentpastreceivedquarter.pursuantThetoExpensesaduringclass-action lawsuit against thecomparativeCompany’sthree monthpriorperiod ended December 31, 2024 included: $9,518 in lease operating expenses, including taxes and royalties; $40,500 in accrued compensation, $3,678 in interest expense, $3,671 in filing fees, an amount of $119,000 in non-recurring consulting and compensation fees and other general and administrative expenses necessary for our operations.auditor.
“The net loss for the nine months ended March 31, 2026 was $309,037 compared to a net loss of $353,785 for the nine months ended March 31, 2025. …”see in full comparison
“The net loss for the six months ended December 31, 2025 was $202,593 compared to a net loss of $286,543 for the six months ended December 31, 2024. …”see in full comparison
Full comparison: every changed paragraph (46)
The following discussion and analysis of the results
of operations and financial condition of Okmin Resources, Inc., and its subsidiaries (“Okmin” or the “Company”)
as of DecemberMarch 31, 20252026 should be read in conjunction with our unaudited financial statements and the notes to those unaudited financial
statements that are included elsewhere in this Quarterly Report on Form 10-Q. References in this Management’s Discussion and Analysis
of Financial Condition and Results of Operations to “us”, “we”, “our” and similar terms refer to Okmin.
This Quarterly Report contains forward-looking statements as that term is defined in the federal securities laws. The events described
in forward-looking statements contained in this Quarterly Report may not occur. Generally, these statements relate to business plans or
strategies, projected or anticipated benefits or other consequences of our plans or strategies, projected or anticipated benefits from
acquisitions to be made by us, or projections involving anticipated revenues, earnings or other aspects of our operating results. The
words “may,” “will,” “expect,” “believe,” “anticipate,” “project,”
“plan,” “intend,” “estimate,” and “continue,” and their opposites and similar expressions,
are intended to identify forward-looking statements. We caution you that these statements are not guarantees of future performance or
events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence
the accuracy of the statements and the projections upon which the statements are based.
Okmin Resources, Inc. was organized in 2020 to engage in the business of the acquisition, exploration and development of mineral rights and natural resource assets.
Okmin Resources,has Inc. was organized in 2020 to engage
in the acquisition, exploration, and development of mineral rights and natural resource assets. As a development-stage company, the Company
initiallybeen focused on the acquisition and development
of domestic oil and gas properties,fields, targetinginvesting lower-profilein lower profile rework and recompletion
opportunities with relatively lowlower entry costs. The Company’s Company's
initial projects wereare located in Oklahoma and Kansas.
The Company operates throughhas two wholly owned subsidiaries: that
conduct oil and gas activities, Okmin Operations, LLC, incorporated on May 25, 2021 in the State of Kansas, and Okmin Energy LLC, incorporated
on November 21, 2021 in
the State of Oklahoma. These subsidiaries conduct the Company’s oil and gas activities.
The Company has an interest in two projects:
The Company also retained a 10% overriding royalty interest in West Sheppard Pool, a natural gas project in Northeast Oklahoma.
The Company has not conducted any reserve evaluations or calculations, and there are currently no proven reserves on any of the Company’s properties.
Our business strategy is to enhance the value of our acquired operated assets through evaluation of certain properties with the goal of increasing production. We plan to deploy capital in a strategic manner and pursue value-enhancing transactions and expect to continuously evaluate strategic alternative opportunities that we believe will enhance shareholder value.
Subject to the Company being able to secure adequate additional financing, Okmin may also acquire the rights to and participate in drilling and/or other mining operations. The Company will evaluate other strategic corporate opportunities as they become available from time to time.
Terminated Merger Agreement with Bevpoint Capital LP
On January 29, 2026, the Company entered into a merger agreement with BevPoint Capital LP, a Florida limited partnership ("BevPoint"). BevPoint is the owner and operator of American Icon Brewery and intends to acquire similar businesses. Under the agreement, all interests in BevPoint would be converted into the right to receive an aggregate of 220,000,000 shares of Okmin common stock representing approximately 55.6% of the post-closing outstanding shares, with additional shares to be issued to BevPoint holders upon the achievement of certain financial milestones. The Company would also issue a convertible promissory note to the principals of the combined entity.
The merger was conditional upon a number of closing conditions, including the requirement that BevPoint would have $730,000 in immediately available cash in bank accounts, contributed by way of a bona fide equity infusion, free from any encumbrance or restriction.
In April 2026, the Company announced that these closing conditions were not satisfied within the required timeframe, and the merger agreement had been terminated.
New Corporate Advisor
In April 2026, the Company engaged Andrew Glashow as a corporate advisor. Mr. Glashow is a capital markets strategist and dealmaker with deep experience advising public and emerging growth companies on financings, M&A, and market positioning. He has been directly involved in structuring transactions from $1 million to $50 million, including reverse mergers, structured debt financings, and equity raises. Mr. Glashow works closely with management teams and boards to unlock shareholder value, improve capital access, and position companies for uplisting and strategic exits. He currently serves as a board member of Signature Apps and LEEF Brands Inc., and as an advisor to iDoc Telehealth. Upon his engagement, the Company issued 1,000,000 common shares of Okmin at a deemed value of $50,000 to Mr. Glashow.
On January 29, 2026, marking a strategic shift and
diversification of the Company’s business, Okmin entered into an Agreement and Plan of Merger and Reorganization (the “Agreement”)
with BevPoint Capital LP (“BevPoint”). BevPoint is developing a national portfolio of craft beverage and experiential hospitality
brands, anchored by its recent acquisition of American Icon Brewery in Vero Beach, Florida.
Pursuant to the terms of the Agreement, upon closing
the Company will issue an aggregate of 220,000,000 shares of its common stock to the partners and management of BevPoint in exchange for
100% of the outstanding equity interests of BevPoint. Upon completion of the transaction, the BevPoint interest holders will hold a majority
of the Company’s issued and outstanding common stock. The transaction also includes additional earn-out consideration based on the
achievement of specified revenue and earnings milestones. In addition, the Agreement requires a minimum capital infusion of $730,000 by
BevPoint prior to closing.
BevPoint’s management team has experience across
the beverage, hospitality, and entertainment industries. BevPoint focuses on partnering with independent brands that have demonstrated
consumer demand but face operational or structural constraints. Through its operating strategy, BevPoint seeks to enhance supply-chain
relationships and scale experiential concepts that integrate beverage innovation, culinary offerings, and entertainment, with the objective
of building destination-oriented brands and generating long-term enterprise value.
Following the proposed transaction, the Company intends
to pursue additional opportunities in the beverage, hospitality, and experience-driven sectors. At the same time, the Company is evaluating
strategic alternatives with respect to its remaining energy-related assets, including the potential sale of the Pushmataha gas field,
as it continues to consolidate and refocus its legacy energy interests.
For the Three months ended
DecemberMarch 31, 2025,2026, as compared to the Three months ended DecemberMarch 31, 20242025
We generated $2,814 in revenue from oil and gas sales of $3,917
for the three months ended DecemberMarch 31, 2025,2026, as compared to $5,312$6,159 in revenues from oil and gas sales generated in the three months ended December
March 31, 2024.
2025. The decrease in revenueoil and gas revenues is predominantlya attributableresult of the sale earlier in the year of the Company’s Blackrock Joint
Venture project, an oil project in Oklahoma. Revenue from natural gas from the Company’s joint venture interest in Pushmataha increased
to $3,917 compared to revenue of $1,532 for the entire fiscal year ended June 30, 2025. The operator of the project has resolved some
pipeline issues which have improved the property’s production and revenue. In general, lower natural gas prices. These lower prices not only reducedreduce the sales
price price
we receivedreceive for each MCFproduction sold butand have also led to the curtailment of operations on certain of our properties until prices improve
which resulted incauses a decrease
of our production volumes.
General and administrative expenses decreased to $109,863 for the three months ended March 31, 2026 compared to $59,037 for the three months ended March 31, 2025. This increase is largely attributable to a one-time non-cash expense of $50,000 in connection with stock the Company issued in lieu of cash payment, as the Company recruited a new corporate advisor to its team. During the three months ended March 31, 2026, we recorded the following expenses as compared to the corresponding period in 2025: audit and accounting fees were lower $4,165 vs $6,544; filing & compliance higher at $9,000 vs $8,700. Other expenses were related to compensation, other filing and transfer agent fees, rent and other general and administrative expenses necessary for our operations.
General and administrative
expenses decreased to $68,939 for the three months ended December 31, 2025 compared to $192,879 for the three months ended December 31,
2024. The primary reason for the decrease is the previous year had included a one-off and non-cash expense of $119,000 in connection with
stock issued to consultants and a director of the Company for services in lieu of cash payments.
The net loss for the three months ended DecemberMarch 31,
20252026 was $129,161$106,444 compared to a net loss of $218,757$67,241 for the three months ended DecemberMarch 31, 2024.2025. The Expensesexpenses during the three month period
period ended DecemberMarch 31, 2025,2026, included $8,055$10,777 in lease operating expenses,expenses (including taxes and royalties); $40,500 in accrueddeferred and unpaid compensation;
$4,623$4,963 in interest expense, a one-time non-cash expense; Audit fees of $15,692, $4,550$50,000 in connection with stock compensationthe Company issued to its new corporate advisor;
and other general and administrative expenses necessary for our operations. Expenses during the comparative three month period ended March
31, 2025, included $9,758 in lieulease ofoperating cashexpenses for(including antaxes ongoingand servicesroyalties), agreement$40,500 within deferred compensation, $3,528 in interest
Sierra Land Resources, LLC, plus other professional fees;expense and other general and administrative expenses necessary for our operations. Other income includes $5,796 in bad debt recovery
Anresulting impairmentfrom chargean offset of $24,765expenses wasat Pushmataha not being charged to us by Blackrock in lieu of a $25,000 receivable that the Company
had previously recorded in the current period as a test of the current fair value of the oil and gas properties was
conducted and it was determined an impairment of the capitalized values was necessary. Additionally, following payment delays on accounts
receivable, an allowance for doubtful accountsaccounts, ofand $25,000a was$10,066 recordedlitigation insettlement thispayment pastreceived quarter.pursuant Theto Expensesa duringclass-action
lawsuit against the comparativeCompany’s three
monthprior period ended December 31, 2024 included: $9,518 in lease operating expenses, including taxes and royalties; $40,500 in accrued compensation,
$3,678 in interest expense, $3,671 in filing fees, an amount of $119,000 in non-recurring consulting and compensation fees and other general
and administrative expenses necessary for our operations.auditor.
For the SixNine months ended March
December 31, 2025,2026, as compared to the SixNine months ended DecemberMarch 31, 20242025
We generated revenue from oil and gas sales of $8,819 for the nine months ended March 31, 2026, as compared to $17,461 in revenues from oil and gas sales generated in the nine months ended March 31, 2025. The decrease in oil and gas revenues is largely a result of the sale earlier in the year of the Company’s Blackrock Joint Venture project, an oil project in Oklahoma. Natural gas sales in the nine months ended March 31, 2026 from the Company’s joint venture interest in Pushmataha increased to $7,551 compared to $1,532 for the entire year ended June 30, 2025, as the operator of the project corrected some pipeline issues which increased the volume of gas through the system, and the Company’s financial interest increased. In general, lower natural gas prices reduce the sales price we receive for production sold and have also led to the curtailment of operations until prices improve which causes a decrease of our production volumes.
We generated $4,902 in revenue from oil and gas sales
for the six months ended December 31, 2025, as compared to $11,303 in revenues in the six months ended December 31, 2024. The decrease
in revenue is attributable to lower natural gas prices and reduced operations pending additional funding to conduct additional reworks
required to increase production activities. These lower prices not only reduced the sales price we received for each MCF sold, but also
led to a decrease in our production volumes as operations on certain of our properties have been curtailed until prices improve. Current
revenue was also negatively affected by the continued suspension of gas sales at West Sheppard Pool due to the failure of equipment owned
by the gas pipeline company at its compressor station. During the current period, we received $57 in interest income from our cash balances
compared to interest income of $282 for the six months ended December 31, 2024.
General and administrative expenses decreased to $258,390 for the nine months ended March 31, 2026 as compared to $311,294 for the nine months ended March 31, 2025. The expenses during the nine month period ended March 31, 2026, included an aggregate of $64,935 in consulting and advisor fees versus $119,000 during the same period in 2025, the lower amount contributed to the decrease in expenses; both amounts are predominantly non-recurring and non-cash expenses in connection with stock issued to in lieu of cash payments for services. Additionally, during the nine months ended March 31, 2026, we recorded the following expenses as compared to the corresponding period in 2025: audit fees were higher $33,301 compared to $27,783; Accounting and bookkeeping fees were lower at $8,042 versus $14,089, and depreciation was lower at $1,979 versus. $4,077. Other expenses related to compensation, filing and transfer agent fees, rent and other general and administrative expenses necessary for our operations.
General and administrative
expenses decreased to $148,527 for the six months ended December 31, 2025 as compared to $252,258 for the six months ended December 31,
2024. This decrease is largely attributable higher expenses in the previous year, where the Company recorded a non-recurring and non-cash
expense of $119,000 in connection with stock issued to in lieu of cash payments to consultants and a director of the Company for services.
The net loss for the nine months ended March 31, 2026 was $309,037 compared to a net loss of $353,785 for the nine months ended March 31, 2025. The Expenses during the nine month period ended March 31, 2026, included $25,799 in lower lease operating expenses, including taxes and royalties, compared to $30,538 during the nine month period ended March 31, 2025; Impairment losses on oil and gas properties were higher in the nine month period ended March 31, 2026 at $24,765 versus $15,761 in 2025; Consulting and advisor fees were $64,935 compared to $119,000 during the same period in 2025; Filing and compliance fees of $17,700 were higher compared to $8,700 in 2025. The Company also recorded $121,500 in accrued and unpaid compensation, plus other general and administrative expenses necessary for our operations. Interest expense was higher at $14,657 versus $11,035. Other income includes $5,796 in bad debt recovery resulting from an offset of expenses at Pushmataha not being charged to us by Blackrock in lieu of a $25,000 receivable that the Company had previously recorded as an allowance for doubtful accounts, and a $10,066 litigation settlement payment received pursuant to a class-action lawsuit against the Company’s prior auditor.
The net loss for the six
months ended December 31, 2025 was $202,593 compared to a net loss of $286,543 for the six months ended December 31, 2024. The Expenses
during the six month period ended December 31, 2025, included $15,022 in lease operating expenses, including taxes and royalties; $81,000
in accrued compensation; an allowance for doubtful accounts of $25,000, $10,525 in interest expense and financing costs; $30,801 in audit
fees, accounting, and bookkeeping fees of $6,377; $8,700 in listing related fees; and $14,935 in connection with personnel and corporate
consultants (vs $119,000 in six months ended December 31, 2024). An impairment charge of $24,765 was recorded in the current period as
a test of the current fair value of the oil and gas properties was conducted and it was determined an impairment of the capitalized values
was necessary. We also incurred other general and administrative expenses necessary for our operations.
In the sixnine monthsmonth periods ended DecemberMarch 31,31 20252026 and
2025, 2024,
netthere cashwere fromno investing activities and net cash was none.$Nil for both nine month periods.
Net cash from(used) financingin operating activities
Net cash used in operating activities in the nine months ended March 31, 2026 totaled $101,155 compared to $13,595 in the nine months ended March 31, 2025.
Net cash from financing activities
Net cash fromprovided by financing activities in the sixnine
months months
ended DecemberMarch 31, 20252026 totaled $40,000$114,000 compared to cash used of ($12,000$18,000) in the sixnine months ended DecemberMarch 31, 2024,2025. thisFinancing differenceactivity
in isthe largelynine attributable
tomonths aended smallMarch 31, 2026 included $84,000 raised in private placementplacements of $30,000our completedcommon in September 2025stock and a $30,000 at call bridge
loan of $10,000 extended to the Company by itsour CEO.President and Chief Executive Officer.
As of DecemberMarch 31, 2025,2026, we had total assets of $73,416,$105,410,
comprised primarily of cash and cash equivalents of $705$24,333 and oil and gas properties atof $70,689.$70,053. As at DecemberMarch 31, 2025,2026, we had total
liabilities of $656,589,$691,027, primarily comprised of accrued liabilities-related party of $519,750 in deferred compensation expense of $560,250 as the
CEO continuesis to deferdeferring salary in an effort
to conserve cash.cash Otherand liabilities$30,000 includein non-interest bearing bridge loans which he extended to the Company for working capital. Additionally,
there is accounts payable of $39,013, bridge loan from the
CEO of $10,000,$37,118 and other liabilities of $87,826.$63,659.
Our business plan calls for substantial capital resource
requirements and we have incurred significant losses since inception. The Company had a net loss of $202,593$309,037 for the sixnine months ended
DecemberMarch 31, 20252026 and an accumulated deficit of $2,508,278$2,614,722 as of DecemberMarch 31, 2025.2026. The Company had a working capital deficit of $655,884$655,670 as
as at DecemberMarch 31, 20252026 and for the remainder of the 2026 fiscal yearyear, whichthe startedCompany in July 2025, we anticipateanticipates cash needs of approximately
$150,000 for general corporate overhead and for operations on our existing lease properties. This amount does not include funding for
any potential workovers, re-entries, stimulation treatments and recompletions of existing non or low producing wells. Any new work on
our properties will require additional capital.$50,000. The Company
anticipates receiving limited revenue from oil and gas sales and intends to
obtain the remaining capital through private sales of securities and/
or debt financing.funding.
To date, we have funded our operations primarily through
the issuance of equity and/or convertible securities for cash and viashort debtterm financing.loans. We depend upon debt and/or equity financing and
revenues to fund our
ongoing operations and to execute our current business plan. In the current 2026 fiscal year, such capital requirements
will be in excess
of what we have in available cash for planned ongoing activities.
We will be required to obtain alternative or additional
financing from financial institutions, investors or otherwise, in order to maintain and expand our existing operations. The failure by
us to obtain such financing would have a material adverse effect upon our business, financial condition and results of operations, and
adversely affectingaffect our ability to complete ongoing activities.
In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Improvements to Reportable Segment Disclosures. The ASU enhances disclosure of significant segment expenses by requiring disclosure of significant segment expenses regularly provided to the chief operating decision maker (“CODM”), extends certain annual disclosures to interim periods, and permits more than one measure of segment profit or loss to be reported under certain conditions. The amendments are effective for the Company in years beginning after December 15, 2023, and interim periods within years beginning after December 15, 2024. The Company adopted ASC 2023-07, effective July 1, 2024. The adoption of this ASU affects only the Company’s disclosures, with no impacts to its financial condition or results of operations.
In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, Disaggregation of Income Statement Expenses, requiring all public business entities to provide additional disclosure of the nature of expenses include in the income statement. This ASU is effective for fiscal years beginning after December 15, 2026, and for interim reporting periods beginning after December 15, 2027, on a prospective basis, with early adoption permitted. We are currently evaluating the impact on our financial statement disclosures.
As reflected in the accompanying condensed consolidatedfinancial
financial statements, the Company had a net loss of $202,593$309,037 for the sixnine months ended DecemberMarch 31, 20252026 and an accumulated deficit of
$2,508,278 $2,614,722 as
of DecemberMarch 31, 2025.2026. These factors, among others, raise doubt about the Company’s ability to continue as a going
concern.
The Company had a working capital deficit of $655,670 as at March 31, 2026 and management believes that the Company will require additional working capital for the remainder of the 2026 fiscal year. For the remainder of the 2026 fiscal year, the Company anticipates cash needs of approximately $50,000. The Company anticipates receiving limited revenue from oil and gas sales and intends to obtain the remaining capital through debt and/or equity funding.
The Company had a working capital deficit of $655,884
as at December 31, 2025 and management believes that the Company will require additional working capital for the remainder of the 2026
fiscal year. To date, we have funded our operations primarily through the issuance of equity and/or convertible securities for cash and
via debt financing. We depend upon debt and/or equity financing and revenues to fund our ongoing operations and to execute our current
business plan. In the remainder of the 2026 fiscal year, such capital requirements will be in excess of what we have in available cash
for planned ongoing activities.
The Company’s future success is dependent upon
its ability to achieve profitable operations, generate cash from operating activities and obtaining additional financing. If such additional
financing is not available on terms acceptable to us or at all, then we may need to curtail our operations and/or take additional measures
to conserve and manage our liquidity and capital resources, any of which would have a material adverse effect on our financial position,
results of operations, and our ability to continue as a going concern. The condensed consolidated financial statements do not include
any adjustments
that might be necessary if the Company is unable to continue as a going concern.
OKMN insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding OKMN (13F)
None of the 59 investors we track reported a position in their latest 13F.