Laredo Oil, Inc 10-K, filed Sep 30, 2024
Laredo Oil, Inc. (LRDC)
About this 10-K
Laredo Oil, Inc filed this 10-K on September 30, 2024, covering the fiscal year ended May 31, 2024.
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended May 31, 2024
or
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________ to _________
Commission file number: 333-153168
| Laredo Oil, Inc. |
| (Exact name of Registrant as Specified in its Charter) |
| Delaware | 26-2435874 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
| 2021 Guadalupe Street, Ste. 260; Austin, TX 78705 |
| (Address of principal executive offices) (Zip Code) |
| (512) 337-1199 |
| (Registrant’s telephone number, including area code) |
| Securities registered pursuant to Section 12(b) of the Act: |
| None |
| Securities registered pursuant to Section 12(g) of the Act: |
| None |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | Accelerated filer | o |
| Non-accelerated Filer | x | Smaller reporting company | x |
| Emerging growth company | o | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b of the Act). Yes o No x
On November 30, 2023, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s outstanding shares of common equity held by non-affiliates of the registrant was $2.1 million, based upon the closing price of the common stock on that date on the OTC Bulletin Board.
As of September 13, 2024, there were 73,165,358 shares of the registrant’s common stock outstanding.
Documents Incorporated by Reference: None.
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LAREDO OIL, INC.
TABLE OF CONTENTS
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EXPLANATORY NOTE
This Annual Report on Form 10-K (this “Form 10-K”) of Laredo Oil, Inc., a Delaware corporation, (the “Company,” “we,” “our,” or “us”) for the year ended May 31, 2024, includes consolidated comparative financial statements and disclosures for the year ended May 31, 2023 which have been restated from the Form 10-K previously filed for the year ended May 31, 2023 with the Securities and Exchange Commission (the “SEC”) on September 23, 2023 (the “2023 Original Filing”).
Reference Note 2 in the accompanying Notes to Financial Statements for detailed disclosure of items amended by this restatement.
Restatement of the Financial Statement for Fiscal Year Ended May 31, 2023
This Form 10-K restates the 2023 Original Filing and related disclosures arising from an impairment analysis during the 2024 audit and the related reaudit of the Company’s fiscal year 2023 financial statements.
The reaudit requirement was authorized by the Company during the audit engagement for the year ended May 31, 2024. For the year ended May 31, 2024, a new auditing firm was engaged to replace the previous auditing firm, BF Borgers CPA PC (“Borgers”), who performed the audit in connection with the financial statements for the fiscal year ended May 31, 2023 included in the 2023 Original Filing.
During the 2024 audit that was in progress, on May 3, 2024 the SEC entered, and the Company became aware of, an order instituting settled administrative and cease-and-desist proceedings against Borgers, which order includes denying Borgers the privilege of appearing or practicing before the SEC as an accountant. The Company and its new auditing firm determined that the 2023 audit performed by Borgers should not be included in the 2024 filing, and the Company expanded its engagement with the new auditing firm to include a reaudit of the 2023 financial statements.
In the course of the 2023 reaudit, procedures were applied that led the Company and the new auditors to believe sufficient audit procedures were not performed by Borgers when auditing the 2023 financial statements.
For the year ended May 31, 2024, management applied accounting procedures to examine the need for an impairment adjustment to the carrying value of its unevaluated oil and natural gas properties. A triggering event related to the evaluation of the economic viability related to the Company’s Olfert 11-4 well on May 31, 2024 was noted. Although negotiation discussions with salt-water disposal well operators in the area have been in progress for over two years, there was no assurance that access would, in fact, be attained in a timely manner. Additionally, the value of the Company’s Cat Creek Holdings, LLC (“Cat Creek”) equity method investment was determined to have no continuing value. The conclusion reached was to impair 100% of the carrying value of the Company’s oil assets associated with the well and the remaining Cat Creek investment balance as of May 31, 2023. The new auditing firm recommends that this higher impairment is more in line with the standard practices within the oil and gas exploration industry during periods in which unevaluated oil wells and loss producing investments are recorded.
Given the combined auditing engagement for 2023 with the audit for 2024, the Company recorded an impairment adjustment as of May 31, 2023 and at May 31, 2024. As a result, our previously issued 2023 financial statements included in the Original Filing should no longer be relied upon.
Except for the changes relating to this impairment adjustment for 2023 and changes relating to asset adjustments, no other changes have been made to the consolidated financial statements for the year ended May 31, 2023. Reference Note 2 to the consolidated financial statements.
References to our website throughout this Form 10-K are provided for convenience only and the content on our website does not constitute a part of, and shall not be deemed incorporated by reference into, this filing.
Forward-Looking Statements
From time to time, we may provide information, whether orally or in writing, including certain statements in this Annual Report on Form 10-K, which are deemed to be “forward-looking” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Litigation Reform Act”). These forward- looking statements and other information are based on our beliefs as well as assumptions made by us using information currently available.
The words “believe,” “plan,” “expect,” “intend,” “anticipate,” “estimate,” “may,” “will,” “should” and similar expressions are intended to identify forward-looking statements. Such statements reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended or using other similar expressions. We do not intend to update these forward-looking statements, except as required by law.
In accordance with the provisions of the Litigation Reform Act, we are making investors aware that such forward-looking statements, because they relate to future events, are by their very nature subject to many important factors that could cause actual results to differ materially from those contemplated by the forward-looking statements contained in this Annual Report on Form 10-K, any exhibits to this Annual Report on Form 10-K and other public statements we make.
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We are an oil exploration and production company, primarily engaged in acquisition and exploration efforts to find mineral reserves on various properties. From our inception in March 2008 through October 2009, we were primarily engaged in acquisition and exploration efforts for mineral properties. Beginning in October 2009, we shifted our focus to locating mature oil fields with the intention of acquiring those oil fields and recovering stranded oil reserves using enhanced recovery methods. From June 14, 2011 to December 31, 2020, we were a management services company, managing the acquisition and operation of mature oil fields, focused on the recovery of “stranded” oil from those mature fields using enhanced oil recovery methods for our then sole customer, Stranded Oil Resources Corporation, or SORC, a wholly owned subsidiary of Alleghany Corporation, or Alleghany. We performed those services in exchange for a quarterly management fee and reimbursement from SORC of our employee related expenses. Such fees and reimbursements were effectively all of our revenues prior to the closing of the Securities Purchase Agreement with Alleghany described below.
On December 31, 2020, we entered into a Securities Purchase Agreement with Alleghany. Under that agreement, we purchased all of the issued and outstanding shares of SORC. As consideration for the SORC shares, we paid Alleghany $72,678 in cash and agreed to pay Alleghany a seven-year royalty of 5.0% of our future revenues and net profits from our oil, gas, gas liquids and all other hydrocarbon operations, subject to certain adjustments. Currently, SORC is not conducting any ongoing operations.
Prior to December 31, 2020, while implementing underground gravity drainage, or UGD, projects for Allegheny, we gained specialized know-how and operational experience in evaluating, acquiring, operating and developing oil and gas properties, as well as expertise in designing, drilling and producing conventional oil wells. Based upon that know-how, we identified and acquired 45,246 gross acres, and 37,932 net acres, of mineral property interests in the State of Montana. We began drilling an exploratory well in Montana during May 2022. That well, named the Olfert 11-4 well, has not yet been completed or put into production. More recently, we are continuing our efforts to complete the Olfert 11-4 well and begin commercial production. We have also developed relationships with Texakoma Exploration and Production, LLC, or Texakoma, and Erehwon Oil & Gas, LLC, or Erehwon, designed to develop our acquired mineral property acreage. We also have raised $2,034,000 from accredited investors pursuant to a participation agreement to fund the development of up to three wells in the Midfork oil field in Montana. The first well, Reddig 11-21, has been drilled and is in the process of being put into production. We are continually attempting to raise additional funds to develop our other mineral property interests we have purchased. We also have a 50% interest in the Cat Creek oil field, located in Montana. Our various projects and relationships are described in more detail below. Our ability to secure additional funding will determine whether we can achieve any future production for the acreage, and if we can secure such financing, the pace of field development.
Relationship with Erehwon Oil & Gas, LLC
In connection with securing this acreage in Montana, Lustre Oil Company LLC, a wholly owned subsidiary of the Company (“Lustre”), entered into an Acquisition and Participation Agreement (the “Erehwon APA”) and subsequent amendments with Erehwon Oil & Gas, LLC (“Erehwon”) to acquire oil and gas interests and drill, complete, re-enter, re-complete, sidetrack, and equip wells in Valley County, Daniels County and Roosevelt County, Montana. The amended Erehwon APA specifies calculations for royalty interests and working interests for the first ten well completions and first ten well recompletions and for all additional wells and recompletions thereafter. Lustre will acquire mineral leases and pay 100% of the costs and the split between Erehwon and Lustre will be 20%/80%. Under the amended Erehwon APA, Lustre will fund 100% of the construction costs of the first ten wells and first ten completions. Until payout as defined is attained, the distribution split between Erehwon and Lustre will be 10%/90%, thereafter, 20%/80%. Any additional wells will be funded 80% by Lustre and 20% by Erehwon.
Royalty expenses for these wells will consist of a royalty interest to the landowner and an overriding royalty interest of between 3% and 6% to two individuals who generated the prospects. Those individuals will also receive an amount equal to 5% of the cost of the first ten new wells we complete and the first ten completed recompletions.
Hell Creek Crude, LLC Midfork Field Production Well
In December 2023, we entered into a Participation Agreement, through Hell Creek Crude, LLC, our wholly owned subsidiary (“HCC”), Erehwon, and various accredited investors. The Participation Agreement provided us with $2,034,000 to acquire certain leases and to drill a development well in the Midfork Field in Montana. Several of the investors also hold $575,000 of our convertible debt, plus accrued interest of $73,317, which indebtedness is included as investments under the Participation Agreement.
Until the total of the $2,682,317 in cash, notes and accrued interest is repaid to the various investors under the terms of the Participation Agreement, the net working interest payments from the Participation Agreement will be split between the various investors and HCC and Erehwon, collectively on a 90%/10% basis. After the repayment to the investors, the split between the investors, on one hand, and HCC and Erehwon, on the other hand, will be on a 50%/50% basis. After the development well is drilled under the Participation Agreement, the investors will have the option to invest in up to two additional wells in the field.
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Olfert 11-4 Montana Well
In January 2022, we executed a Net Profits Interest Agreement with Erehwon and Olfert No. 11-4 Holdings, LLC, or Olfert Holdings, for the purpose of funding the first well, named Olfert #11-4, under the Acquisition and Participation Agreement described above. In exchange for Olfert Holdings’ funding of the development of Olfert #11-4, Olfert Holdings receives 90% of amounts resulting from Olfert #11-4 prior to “Payout” and 50% after “Payout.” The Net Profits Interest Agreement defines “Payout” as the point in time when the aggregate of all ‘Net Profits Interest’ payments made to Olfert Holdings under the agreement equals 105% of the total well development costs.
We also entered into the Olfert Holdings operating agreement, under which we agreed to make a capital contribution to Olfert Holdings in the amount of $500,000, out of a total of $1,500,000 of capital to be raised by Olfert Holdings. As of May 31, 2024, we were credited with a contribution of $59,935 in market value of well development costs, representing a 4.4% interest in Olfert Holdings. Since then, other investors, including our Chief Financial Officer, assumed and funded our remaining capital commitment under the Olfert Holdings operating agreement.
As part of our annual impairment analysis and in conjunction with our annual financial audit, we decided to take an accounting impairment charge to reduce the asset value of the Olfert 11-4 well to salvage value. Although we still are working to put the well into production, it has been two years since the well was shut-in pending gaining access to a proximate salt-water disposal well making the well economically viable. Although the asset carrying value of the well has been reduced, we will continue to complete the well and bring it into production.
Development Agreement with Texakoma Exploration and Production, LLC
Effective July 18, 2023, Lustre and Erehwon entered into an Exploration and Development Agreement (the “Development Agreement”), with Texakoma. The Development Agreement provides for the exploration and development of the “Lustre Field Prospect” described in the Development Agreement. Lustre and Erehwon are also parties to an existing Acquisition and Participation Agreement, under which those parties agreed to acquire certain oil and gas interests, and drill, complete, re-enter, re-complete, sidetrack, and equip wells, in certain counties in Montana.
Under the terms of the Development Agreement, Texakoma agreed to pay Lustre and Erehwon, jointly, the following amounts: (i) $175,000 on or before July 21, 2023; and (ii) another $175,000 upon the “spudding” of the initial test well subject to rig availability. Upon the spudding of that test well, Lustre and Erehwon were required to deliver to Texakoma a partial assignment of an 85% working interest in the oil and gas leases covering the first two initial drilling and spacing units. The first payment under the Development Agreement was paid by Texakoma at the end of August 2023, and the second $175,000 payment on September 29, 2023.
The two test wells were successfully drilled and Texakoma paid 100% of the costs associated with the drilling and completion of the wells. Lustre and Erehwon jointly, have an undivided 15% working interest, carried through the tanks, in those two wells. In March 2024, Texakoma exercised its option to participate in the development of the remainder of the Lustre Field Prospect. By exercising its option, Texakoma agreed to drill eight additional wells, with Lustre and Erehwon having a 15% working interest carried through the tanks, and to pay Lustre $706,603 spread over four months, for an 85% leasehold interest in the next eight drill sites and a 50% leasehold interest in the balance of the Lustre Field Prospect acreage. As of May 31, 2024, $377,901 of the contractual amount was settled. The remaining balance was paid as of August 1, 2024. The working and net revenue interest in any wells drilled subsequent to the first ten wells will be shared by Texakoma and Lustre and Erehwon, jointly, on a 50:50 basis.
Following the Texakoma transaction, we retain a 100% leasehold interest and full control of an additional 30,556 net mineral acres in northeastern Montana at the western edge of the Williston Basin.
Competition
Our operating results are largely impacted by competition from other exploration and production companies in all areas of operation, including the acquisition of mature fields. Our competitors include large, well-established, companies with substantially more capital resources than us.
Oil and Gas Price Volatility
Market prices for oil and gas declined significantly in the first six months of calendar year 2020, as the combination of the COVID-19 global pandemic and geopolitical tensions among the world’s energy producers resulted in the simultaneous reduction of demand and increase in supply of crude oil. Since then, oil and gas prices have recovered and have remained in the $70-80 per barrel range. However, oil and gas prices still remain volatile.
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Operating Hazards and Uninsured Risks
Oil and gas drilling activities are subject to many risks, including, but not limited to, the risk that those activities will not produce commercially viable oil and gas reserves. The cost and timing of drilling, completing and operating wells is often uncertain and drilling operations may be curtailed, delayed or canceled as a result of numerous factors, including low oil and gas prices, title problems, reservoir characteristics, weather conditions, equipment failures, delays imposed by project participants, compliance with governmental requirements, shortages or delays in the delivery of equipment and services and increases in the cost for such equipment and services. Our future oil recovery activities may not be successful. If so, such failure may have a material adverse effect on our business, financial condition, results of operations and cash flows.
Our operations are subject to hazards and risks inherent in drilling for and producing and transporting petroleum products, including fires, natural disasters, explosions, encountering formations with abnormal pressures, blowouts, craterings, and pipeline ruptures and spills. Any of these events may result in the loss of hydrocarbons, environmental pollution, personal injury claims and other damage to our properties and those of others. We maintain insurance against some, but not all, of the risks described above. In particular, the insurance we maintain does not cover claims relating to failure of title to oil leases, loss of surface equipment at well locations, business interruption, loss of revenue due to low commodity prices or loss of revenues due to well failure. The occurrence of any such event that is not covered, or not fully covered, by insurance that we maintain or may acquire, could have a material adverse effect on our operations.
Governmental Regulation
Oil and natural gas exploration, production, transportation and marketing activities are subject to extensive laws, rules and regulations promulgated by federal and state legislatures and agencies, including but not limited to the Mine Safety and Health Administration, or MSHA, the Federal Energy Regulatory Commission, or FERC, the Environmental Protection Agency, or EPA, the Bureau of Land Management, BLM, and various other federal or state regulatory agencies. Our failure to comply with any such laws, rules and regulations may result in substantial penalties, including the delay or prohibition of our operations. The legislative and regulatory burden on the oil industry described above increases our cost of doing business.
State regulatory agencies, as well as the federal government when we operate on federal or Indian lands, require permits for drilling operations, drilling bonds and reports, and impose other requirements relating to the exploration and production of oil and gas. There are also statutes or regulations addressing conservation matters, including provisions for the unitization or pooling of oil and natural gas properties, the establishment of maximum rates of production from wells and the regulation of spacing, plugging and abandonment of such wells. In each jurisdiction, we may need exceptions to some applicable regulations requiring regulatory approval. All of these matters could affect our operations.
Environmental Matters
The oil industry is subject to extensive and changing federal, state and local laws and regulations relating to environmental protection, including the generation, storage, handling, emission, transportation and discharge of materials into the environment, as well as safety and health. The recent trend in environmental legislation and regulation is generally toward stricter standards, and this trend is likely to continue. These laws and regulations may require a permit or other authorization before construction or drilling commences, and for certain other activities, limit or prohibit access, seismic acquisition, construction, drilling and other activities on certain lands lying within wilderness and other protected areas, impose substantial liabilities for pollution resulting from its operations, and require the reclamation of certain lands.
The permits that are required for oil and gas operations are subject to revocation, modification and renewal by issuing authorities.
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Federal regulations require certain owners or operators of facilities that store or otherwise handle petroleum products to prepare and implement spill prevention, control countermeasures and response plans relating to the possible discharge of oil into surface waters. The Oil Pollution Act of 1990, or OPA, contains numerous requirements relating to the prevention of and response to oil spills into waters of the United States. For onshore and offshore facilities that may affect waters of the United States, the OPA requires the operator to demonstrate the financial ability to respond to discharges. Regulations are currently being developed under federal and state laws concerning oil pollution prevention and other matters that may impose additional regulatory burdens on participants in the oil and gas industry. In addition, the Clean Water Act and analogous state laws require permits to be obtained to authorize discharge into surface waters or to construct facilities in wetland areas. The Clean Air Act of 1970 and its subsequent amendments impose permit requirements and necessitate certain restrictions on point source emissions of volatile organic carbons (nitrogen oxides and sulfur dioxide) and particulates with respect to certain of our operations. The EPA and designated state agencies have in place regulations concerning discharges of storm water runoff and stationary sources of air emissions. These programs require covered facilities to obtain individual permits, participate in a covered group or seek coverage under an EPA general permit. A number of agencies, including but not limited to MSHA, the EPA, the BLM, and similar state commissions, have adopted regulatory guidance in consideration of the operational limitations on oil and gas facilities and their potential to emit pollutants.
Facilities
Our principal executive office is located at 2021 Guadalupe Street, Ste. 260, Austin, Texas 78705.
Personnel
As of May 31, 2024, we had five full-time employees and no part-time employees.
Website Access
We make available on our web site our annual reports on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K, and all amendments to those reports, as soon as reasonably practicable after we file such reports electronically with the Securities and Exchange Commission. Information on our website is not included as part of this report.
Not Applicable
Item 1B. Unresolved Staff Comments
Not Applicable
We have a range of security measures that are designed to protect against the unauthorized access to and misappropriation of our information, corruption of data, intentional or unintentional disclosure of confidential information, or disruption of operations. We have cloud security tools and governance processes designed to assess, identify, and manage material risks from cybersecurity threats. In addition, we maintain an information security training program designed to address phishing and email security, password security, data handling security, cloud security, operational technology security processes, and cyber-incident response and reporting processes.
Our Company is committed to maintaining the highest standards of cybersecurity to protect our data, intellectual property, and customer information from cyber threats. As part of this commitment, we leverage a sophisticated cybersecurity framework that integrates the robust capabilities of the Microsoft cloud ecosystem. We use an outside third-party cloud provider to provide communication and computer services, including email, internet access and file storage and sharing. Access passwords are changed on a regular basis. All employees have received formal training on password controls and on email safety procedures. Our policy requires all employees to send any suspicious emails to our contracted computer expert for evaluation. Access to any sensitive databases is on a limited and need-to-know basis. Should there be a data breach, the board of directors would be immediately notified. As of the filing date of this report, there has been no cyber security incident encountered to the best of our knowledge.
The Microsoft cloud ecosystem, including Microsoft 365, Azure, SharePoint Online, Microsoft Defender, and Microsoft InTune, forms the backbone of our cybersecurity infrastructure. These platforms offer advanced security features such as data encryption in transit and at rest, network security controls, identity and access management, and threat protection capabilities. Microsoft’s constant investment in cybersecurity research and development ensures that we benefit from cutting-edge security technologies and practices.
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In May 2022, Lustre began drilling an exploratory well, named Olfert #11-4, in the Lustre oil field located in northeastern Montana. As of the filing of this report, the Olfert #11-4 well has not been completed and put into production. As a result of the uncertainty surrounding successful well completion and the availability of future funding to develop our acquired mineral rights, we are not providing disclosures of proved reserves until we have updated reserve reports. As part of our annual impairment analysis and in conjunction with our annual financial audit, we decided to take an accounting impairment charge to reduce the asset value of the Olfert #11-4 well to salvage value. Although we still are working to put the well into production, it has been two years since the well was shut-in in September 2022 pending gaining access to a proximate salt-water disposal well making the well economically viable. Although the asset carrying value has been reduced, we plan to complete the well and bring it into production.
As a result of entering into the Texakoma agreement, we have a 15% net working interest in two wells: Olfert 2-36 and Olfert 3-34, both located in Valley County, Montana.
On February 4, 2021, Lustre filed a lawsuit captioned Lustre Oil Company LLC and Erehwon Oil & Gas, LLC v. Anadarko Minerals, Inc. and A&S Mineral Development Co., LLC in the Montana Seventeenth Judicial District Court for Valley County to initiate a quiet title action confirming Lustre’s rights under certain mineral leases in Valley County, Montana. Lustre is also seeking damages with respect to actions taken by A&S Mineral Development Co., LLC to improperly produce oil on the property subject to Lustre’s mineral leases. On January 14, 2022, the District Court granted the defendants’ Motion to Dismiss without addressing the merits of Lustre’s quiet title action. Lustre appealed the decision to the Montana Supreme Court. On April 6, 2023, in a unanimous decision, the Montana Supreme Court reversed the District Court’s decision related to Lustre’s quiet title action and remanded the case to the District Court for further proceedings. On June 1, 2023, Lustre filed a First Amended Complaint with the District Court reopening the original suit with a different judge. On February 27, 2024, the Company announced that Lustre entered into a mutually agreeable Settlement Agreement between Lustre, Erehwon Oil & Gas, LLC (“Erehwon”), and A&S Minerals Development Company, LLC (“ASMD”), (the “Settlement Agreement”). The confidential Settlement Agreement contains an undisclosed cash amount and settles the quiet title dispute between the parties.
On March 20, 2023, Capex Oilfield Services, Inc. (“Capex”) filed a lawsuit against Lustre in the Montana Tenth Judicial District Court, Petroleum County, demanding payment of $377,190, plus interest and collection costs for services provided by Capex to drill the Olfert 11-4 well. On January 29, 2024, the court issued a Stipulated Judgment and Order in favor of Capex for $354,267.29 plus interest in the amount of $79,224.89 and future accruing costs and interest of 18% per annum. The same day, Lustre entered into a Payment Arrangement Plan to pay Capex $5,000 per month until the judgement is satisfied.
On May 18, 2023, Capstar Drilling, Inc.(“Capstar”) filed a lawsuit against Lustre in the Montana Seventeenth Judicial District Court, Valley County, demanding payment of $298,050, plus interest and collection costs for services provided by Capstar to drill the Olfert 11-4 well. On July 18, 2024, the court issued an Order to Adopt Stipulation to Judgment in favor of Capstar in the sum of $276,815 principal balance, plus interest in the amount of $49,675, plus court costs for a total judgment of $326,650 with post judgment interest of 10% per annum.
On August 29, 2023, Warren Well Service, Inc. (“Warren Well”) filed a lawsuit against Lustre in the Montana Seventeenth Judicial District Court, Valley County, demanding payment of $164,235, plus interest and collection costs for services provided by Warren Well to drill the Olfert 11-4 well. A trial date has been set for November 19, 2024. Lustre intends to negotiate ongoing payment terms with Warren Well prior to that date.
On September 16, 2024, Lustre acquired three saltwater disposal wells in Valley County, Montana and will attempt to dewater and bring the Olfert 11-4 well into production as soon as practical and reimburse all unpaid vendors, including Capex, Capstar and Warren Well, from proceeds from such production.
Except as set forth above, the Company is not currently involved in any other legal proceedings, and it is not aware of any other pending or potential legal actions.
Item 4. Mine Safety Disclosures
Not Applicable
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Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common stock is currently traded under the symbol LRDC on the over-the-counter market and is quoted on the Pink Sheets, which is not recognized by the Securities and Exchange Commission, or SEC, as a stock exchange for reporting purposes.
Since our stock began trading on the Pink Sheets on November 5, 2009, there has been a limited trading market for our common stock. The following table presents the range of high and low bid information for our common equity for each full quarterly period within the two most recent fiscal years.
Laredo Oil, Inc. High/Low Market Bid Prices ($)
| Fiscal
Q1: Jun 2023 — Aug 2023 |
Fiscal
Q2: Sep 2023 — Nov 2023 |
Fiscal
Q3: Dec 2023 — Feb 2024 |
Fiscal
Q4: Mar 2024 — May 2024 | |||||
| High Bid | 0.091 | 0.1301 | 0.2725 | 0.81 | ||||
| Low Bid | 0.0483 | 0.0501 | 0.047 | 0.191 | ||||
| Fiscal
Q1: Jun 2022 — Aug 2022 |
Fiscal
Q2: Sep 2022 — Nov 2022 |
Fiscal
Q3: Dec 2022 — Feb 2023 |
Fiscal
Q4: Mar 2023 — May 2023 | |||||
| High Bid | 0.229 | 0.1711 | 0.19 | 0.162 | ||||
| Low Bid | 0.1361 | 0.081 | 0.11 | 0.044 |
Over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type, size and format, as the SEC shall require by rule or regulation. The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a suitably written statement.
These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock if it becomes subject to these penny stock rules. Therefore, if our common stock becomes subject to the penny stock rules, stockholders may have difficulty selling those securities.
Holders
As of September 13, 2024, we had 73,165,358 shares of common stock issued and outstanding, and there were 25 holders of record and more than 700 beneficial holders of our common stock, including those who own their shares through their brokers in “street name.”
Dividends
Since our inception, we have not paid any dividends on our common stock. Our board of directors does not anticipate that it will declare dividends on our common stock in the foreseeable future.
9
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
Prior to December 31, 2020, while implementing underground gravity drainage, or UGD, projects for Allegheny, we gained specialized know-how and operational experience in evaluating, acquiring, operating and developing oil and gas properties, as well as expertise in designing, drilling and producing conventional oil wells. Based upon that know-how, we identified and acquired 45,246 gross acres, and 37,932 net acres, of mineral property interests in the State of Montana. We began drilling an exploratory well in Montana during May 2022. That well, named the Olfert 11-4 well, has not yet been completed or put into production. More recently, we are continuing our efforts to complete the Olfert 11-4 well and begin commercial production. We have also developed relationships with Texakoma Exploration and Production, LLC, or Texakoma, and Erehwon Oil & Gas, LLC, or Erehwon, designed to develop our acquired mineral property acreage. We also have raised $2,034,000 from accredited investors pursuant to a participation agreement to fund the development of up to three wells in the Midfork oil field in Montana. The first well, Reddig 11-21, has been drilled and is in the process of being put into production. We are continually attempting to raise additional funds to develop our other mineral property interests we have purchased. We also have a 50% interest in the Cat Creek oil field, located in Montana. Our various projects and relationships are described in more detail below. Our ability to secure additional funding will determine whether we can achieve any future production for the acreage, and if we can secure such financing, the pace of field development.
Development Agreement with Texakoma Exploration and Production, LLC
The agreement with Texakoma described in Item 1 began to produce revenue from the test wells in the first calendar quarter of 2024, but pending access to a saltwater disposal well (“SWD”), neither of the two wells have been put into full production. A third well was drilled by Texakoma in July but also is waiting for SWD access before being put into production. We expect that during late September, access to SWD will be attained and all drilled wells will be completed and put into production shortly thereafter. With SWD well access, we expected that Texakoma will continue its drilling program to complete seven more wells. Texakoma will provide the capital required to drill those additional wells. Once all ten wells are drilled and producing, we expected that the 15% net working interest held by the Company will generate enough revenue to cover our ongoing operating expenses. Until we receive adequate funding from the Texakoma agreement described above, any cash needed for operations and oil field expansion and development will most likely come from the sale of our debt and equity securities.
Hell Creek Crude, LLC Midfork Field Production Well
In December 2023, we entered into a Participation Agreement, through Hell Creek Crude, LLC, our wholly owned subsidiary, Erehwon, and various accredited investors. The Participation Agreement provided us with $2,034,000 of capital to acquire certain leases and to drill the Reddig 11-21 well in the Midfork Field in Montana. Several of the investors contributed $575,000 of our convertible debt, plus accrued interest of $73,317, which indebtedness was canceled and included as investments under the Participation Agreement to be repaid from oil sales from the well.
Until the total of the $2,682,317 in cash, notes and accrued interest is repaid to the various investors under the terms of the Participation Agreement, the net working interest payments from the Participation Agreement will be split between the various investors and HCC and Erehwon, collectively, on a 90%/10% basis. After the repayment to the investors, the split between the investors, on one hand, and HCC and Erehwon, on the other hand, will be on a 50%/50% basis. After the development well is drilled under the Participation Agreement, the investors will have the option to invest in up to two additional wells in the field.
Olfert 11-4 Montana Well
The Olfert 11-4 was drilled in May 2022 and has not been completed or put into production. The well encountered what we believe are economic levels of oil but also encountered saltwater intrusion which requires us to access a proximate SWD well to economically dispose of the saltwater in the well. We are optimistic that in conjunction with attaining a SWD to support the Reddig 11-21 well in the Midfork Field and the Texakoma wells, the Olfert 11-4 well will have access to that SWD well to dispose of encountered saltwater and be economical to complete and put into production. As of May 31, 2023, we took a long-term asset impairment loss with respect to our long-term assets, primarily comprised of the Olfert 11-4 assets.
Additional Acreage North of the Fort Peck Reservation
We are in the process of raising $7.5 million to drill three exploratory wells by selling units of West Fork Resources, LLC. The purpose of the package is to prove up portions of our over 30,000 acres of mineral rights located north of the Fort Peck Reservation.
Results of Operations
Our cash and cash equivalents and restricted cash at May 31, 2024 was $1,990,189. Our total debt outstanding as of May 31, 2024 was $3,212,828, including (i) $617,934 owed to Alleghany, which is classified as a current note payable, and (ii) $954,112 pursuant to notes under the Paycheck Protection Program, or PPP, of which we have classified $887,733 as long-term debt, net of the current portion totaling $66,379, which is classified as a current note payable, (iii) $288,622 short term convertible notes, net of deferred debt discount, (iv) a $310,061 revolving note classified as short-term, (v) a $750,000 note payable due to Cali Fields LLC, classified as short-term, and (vi) a $292,099 note payable due to our Chief Financial Officer, classified as short-term.
Our cash and cash equivalents at May 31, 2023 was $13,754. Our total debt outstanding as of May 31, 2023 was $3,669,429, including (i) $617,934 owed to Alleghany, which is classified as a current note payable, and (ii) $986,598 pursuant to notes under the Paycheck Protection Program, or PPP, of which we have classified $536,974 as long-term debt, net of the current portion totaling $449,624, which is classified as a current note payable, (iii) $839,798 short term convertible notes, net of deferred debt discount, (iv) a $183,000 revolving note classified as short-term, (v) a $750,000 note payable due to Cali Fields LLC, classified as short-term, and (vi) a $292,099 note payable due to our Chief Financial Officer, classified as short-term.
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We recognized revenues and direct costs totaling $36,482 and $0, respectively through our interest in oil and gas sales for the year ended May 31, 2024. We had no similar revenues or direct costs during the year ended May 31, 2023 During the years ending May 31, 2024 and 2023, we incurred operating expenses of $3,426,709 and $7,120,223, respectively. These expenses consisted of general operating expenses incurred in connection with the day-to-day operation of our business, the preparation and filing of our required public reports and stock option compensation expense. The decrease in expenses for the year ended May 31, 2024, as compared to the same period in 2023, is primarily attributable a long-term asset impairment loss which we determined may not be recoverable totaling $4,299,274, recorded during fiscal year ending May 31, 2023, decreases in other professional fees including public relations and advisory services offset by a $940,940 increase in stock-based compensation.
During the year ended May 31, 2024, we recognized other income and expenses of $175,000 related to the sale of drilling equipment, $727,901 offset by $285,412 in direct lease acquisition costs related to payments required under the Texakoma Development Agreement, and an undisclosed payment related to a confidential legal settlement. During the year ended May 31, 2023, we recognized other income and expenses comprised of (i) the $122,682 we received from the Employee Retention Credit established by the CARES Act, and (ii) we recognized a $287,123 impairment loss on our Cat Creek equity investment in addition to the previous $95,454 equity method loss recorded during the quarters.
Recently Issued Accounting Pronouncements
Refer to Note 4 of the Notes to Consolidated financial statements for a discussion of recently issued accounting pronouncements.
Critical Accounting Policies and Estimates
The process of preparing consolidated financial statements requires that we make estimates and assumptions that affect the reported amounts of liabilities and stockholders’ equity/(deficit) at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates in these consolidated financial statements include estimates related to purchase price allocation. Changes in the status of certain facts or circumstances could result in a material change to the estimates used in the preparation of the consolidated financial statements and actual results could differ from the estimates and assumptions.
Going Concern
These consolidated financial statements have been prepared on a going concern basis. We have routinely incurred losses since inception, resulting in an accumulated deficit. We have recently received loans from accredited investors to fund our operations. There is no assurance that such financing will be available in the future to meet our operating needs. This situation raises substantial doubt about our ability to continue as a going concern within the one-year period after the issuance date of the consolidated financial statements included in this report.
Our management has undertaken steps to improve operations, with the goal of sustaining operations for the next twelve months and beyond. These steps include an ongoing effort to raise funds through the issuance of debt to fund our well development program and maintain operations. We have attracted and retained key personnel with significant experience in the industry. At the same time, in an effort to control costs, we have required a number of our personnel to multi-task and cover a wider range of responsibilities in an effort to restrict the growth of our headcount. There can be no assurance that we can successfully accomplish these steps and it is uncertain that we will achieve a profitable level of operations and obtain additional financing. We cannot assure you that any additional financing will be available to us on satisfactory terms and conditions, if at all.
The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of us to continue as a going concern.
Off Balance Sheet Arrangements
We do not currently have any off-balance sheet arrangements or other such unrecorded obligations, and we have not guaranteed the debt of any other party.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are not required to provide the information required by this Item as we are a “smaller reporting company,” as defined in Rule 229.10(f)(1)
Item 8. Consolidated Financial Statements and Supplementary Data
Our consolidated financial statements required by this item are included on the pages immediately following the Index to Consolidated Financial Statements appearing on page F-1.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
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Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, or the SEC. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives, and management necessarily is required to use its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
An evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report as defined in Exchange Act Rule 13a-15(e) and Rule 15d-15(e). Based on that evaluation, our CEO and CFO have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are not effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for timely decisions regarding required disclosure because of a material weakness in our control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, the Company’s management has concluded that as of May 31, 2024, we had no full-time employees with the requisite expertise in the key functional areas of finance and accounting. As a result, there is a lack of proper segregation of duties necessary to ensure that all transactions are accounted for accurately and in a timely manner. This material weakness resulted in the restatement of the Company’s financial statements for the fiscal year ended May 31, 2023. In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Annual Report on Form 10-K presents fairly in all material respects our financial position, results of operations and cash flows for the periods presented.
Our small size and limited resources have prevented us from being able to employ sufficient resources to enable us to have an adequate level of supervision and segregation of duties. Further we have limited specific oil and gas accounting personnel in our accounting department due to our small size, lack of resources and limited technical accountants on staff. This led to material adjustments to oil and gas investment and asset impairment evaluations. It is difficult for us to effectively segregate accounting duties and have proper financial reporting, which creates a material weakness in internal controls. This lack of segregation of duties and limited personnel leads management to conclude that our financial reporting disclosure controls and procedures are not effective to give reasonable assurance that the information required to be disclosed in reports that we file under the Exchange Act is recorded, processed, summarized and reported as and when required.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal controls over financial reporting based on the framework in Internal Controls – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control – Integrated Framework, our management concluded that our internal controls over financial reporting were not effective as of May 31, 2024 because of a material weakness in our control over financial reporting. Specifically, our management has concluded that our small size and limited resources have prevented us from being able to employ sufficient resources to enable us to have an adequate level of supervision and segregation of duties. Further we have limited specific oil and gas accounting personnel in our accounting department due to our small size, lack of resources and limited technical accountants on staff. This led to material adjustments to oil and gas investment and asset impairment evaluations. It is difficult for us to effectively segregate accounting duties and have proper financial reporting, which creates a material weakness in our internal controls over financial reporting.
As we grow, we are working on further improving our segregation of duties and level of supervision.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to SEC rules adopted in conformity with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Exchange Rules 13a-15(f) and 15d-15(f)) that occurred during the year ended May 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
None.
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Item 10. Directors, Executive Officers and Corporate Governance
The following table sets forth as of August 29, 2024, the name, age, and position of each of our executive officers and directors, and the term of office of each of our executive officers and directors.
| Name | Age | Position Held | Term
as Director or Officer Since | |||
| Donald Beckham | 64 | Independent Director | March 1, 2011 | |||
| Michael H. Price | 76 | Independent Director | August 3, 2012 | |||
| Mark See | 63 | Chief Executive Officer and Chairman | October 16, 2009 | |||
| Bradley E. Sparks | 77 | Chief Financial Officer, Treasurer and Director | March 1, 2011 | |||
Each of our directors serves for a term of three years, until his successor is elected at our annual stockholders’ meeting, and is qualified, subject to removal by our stockholders. Each officer serves at the pleasure of the Board of Directors.
Set forth below is certain biographical information regarding each of our executive officers and directors.
DONALD BECKHAM has served as a director since March 1, 2011. Since July 2015, he has been a Partner with Copestone Energy Partners, LLC. In 1993 he founded Beckham Resources, Inc. (“BRI”) which for the past 20 years has been a licensed, bonded and insured operator in good standing with the Railroad Commission of Texas. Through BRI, Mr. Beckham has drilled and operated fields for his own account. His expertise is in the acquisition, exploitation, exploration and production enhancement of mature oil and gas fields through which he has been able to enhance production by compressor optimization, pump design, work-over programs, stimulation techniques and identifying new pay zones. BRI has operated wells in the following fields: Hull, Liberty, Aransas Pass, McCampbell, Mission River, Garcitas Creek, Sour Lake, Batson, Barton Ranch and Dayton. Prior to BRI, Mr. Beckham was the chief operations manager for Houston Oil Fields Corporation (“HOFCO”) where he began his career. There he was responsible for drilling, production and field operations and managed approximately 100 people including engineers, geologists, land men, pumpers, and other contract personnel, as well as state and federal environmental and regulatory functions. He managed an annual capital budget of approximately $30 million and operated approximately 100 wells. HOFCO drilled about 20 wells per annum and performed approximately 30 recompletions and work over operations each year. HOFCO owned interests in about 10 key fields principally in Texas, and company-managed production was approximately 1,000 bpd of crude oil and 10 mm cfd of natural gas. Fields that he managed were as follows: Manvell, Cold Springs, Shepherd, Turtle Bay, Red Fish Bay, Dickinson, Refugio, Lost Lake, Liberty and Abbeville. Mr. Beckham is a petroleum engineer and 1984 graduate of Mississippi State University.
MICHAEL H. PRICE, has served as a director since August 1, 2012 and has over 40 years of senior financial and petroleum experience in the global oil and gas industry. He has been a principal in Octagon Energy Advisors, a Houston based energy investment advisory firm, from 2002 to the present. The firm advises financial institutions and institutional investors participating in energy investments. Since 2008, he has been a Managing Director at ING Capital which provides debt financing to domestic exploration and production companies. From 1998 through 2002, Mr. Price was the Chief Financial Officer of Forman Petroleum Corporation. Before that, Mr. Price was Managing Director at Chase Manhattan Bank for fifteen years where he was in charge of technical support for Chase’s worldwide energy merchant banking activities. In his early career, he worked as a consulting principal on domestic petroleum engineering and landowner matters, and gained extensive international experience working with major oil companies in a variety of operating positions. He holds a BS and MS from Illinois Institute of Technology, an MBA from the University of Chicago, a M.Sc. from the London School of Economics, and a MS in Petroleum Engineering from Tulane University.
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Item 10. Directors, Executive Officers and Corporate Governance - continued
MARK SEE has been our Chief Executive Officer and Chairman of the Board of Directors since October 16, 2009. He has over 25 years of experience in tunneling, natural resources and the petroleum industries. He was the founder and founding CEO of Rock Well Petroleum, a private oil & gas company from January 2005 until December 2008 and worked from then until October 2009 forming Laredo Oil. He was employed with Albian Sands as the Manager for the Alberta Oil Sands Projects at Fort McMurray, Alberta, Canada, a joint venture between Shell Canada and Chevron. Mr. See was also President of Oil Recovery Enhancement LLC in Bozeman, Montana, a private oil company. He was selected as one of the top 25 Engineers in North America by the Engineering News Record for his innovations in the petroleum industry. He is a member of the Society of Mining Engineers and the Society of Petroleum Engineers.
BRADLEY E. SPARKS is our Chief Financial Officer and Treasurer and has been a director since March 1, 2011. Before joining us in October 2009, Mr. Sparks was the Chief Executive Officer, President and a Director of Visualant, Inc. Prior to joining Visualant, he was the Chief Financial Officer of WatchGuard Technologies, Inc. from 2005 to 2006. Before joining WatchGuard, he was the founder and managing director of Sunburst Growth Ventures, LLC, a private investment firm specializing in emerging-growth companies. Previously, he founded Pointer Communications and served as Chief Financial Officer for several telecommunications and internet companies, including eSpire Communications, Inc., Digex, Inc., Omnipoint Corporation, and WAM!NET. He also served as Vice President and Treasurer of MCI Communications from 1988-1993 and as Vice President and Controller from 1993-1995. Before his tenure at MCI, Mr. Sparks held various financial management positions at Ryder System, Inc. Mr. Sparks currently serves on the Board of Directors of Comrise. Mr. Sparks graduated from the United States Military Academy at West Point in 1969 and is a former Army Captain in the Signal Corps. He received a Master of Science in Management degree from the Sloan School of Management at the Massachusetts Institute of Technology in 1975 and is a licensed CPA in Florida.
To the knowledge of our management, except as noted below, during the past ten years, no present or former director, executive officer or person nominated to become a director, or an executive officer of the Company has:
| (1) | filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by the court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filings; |
| (2) | was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); |
| (3) | was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting, the following activities: |
| (i) | acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; |
| (ii) | engaging in any type of business practice; or |
| (iii) | engaging in any activities in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws; |
| (4) | was the subject of any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activities; |
| (5) | was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law, and the judgment in such civil action or finding by the Securities and Exchange Commission has not been subsequently reversed, suspended, or vacated; |
14
Item 10. Directors, Executive Officers and Corporate Governance - continued
| (6) | was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; |
| (7) | was the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: |
| (i) | Any federal or state securities or commodities law or regulation; or |
| (ii) | Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or |
| (iii) | Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
| (8) | was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
In calendar year 2014, Mr. Beckham served as an executive officer of Mining Oil, Inc., which filed for bankruptcy in January 2015. Four months prior to that filing, Mr. Beckham resigned his position due to policy differences with members of that company’s management team.
Section 16(a) Beneficial Ownership Reporting Compliance
During the fiscal year ended May 31, 2024, we had no class of equity securities registered pursuant to Section 12 of the Securities Exchange Act of 1934. Accordingly, no reports were required to be filed pursuant to Section 16(a) with respect to our officers, directors, and beneficial holders of more than ten percent of any class of equity securities.
Code of Ethics
Our Code of Ethics is included herein by reference to Exhibit 14.1 to this Annual Report on Form 10-K and can be found on our web site at www.laredo-oil.com.
15
Item 11. Executive Compensation
Compensation Summary for Executive Officers
The following table sets forth compensation paid or accrued by us for the last two years ended May 31, 2024 and 2023 with regard to individuals who served as the Principal Executive Officer, the Principal Financial Officer and for executive officers receiving compensation in excess of $100,000 during these fiscal periods.
| Name and Principal Position | Fiscal Year | Salary($) | Bonus($) | Option Awards($) |
All
Other Compensation($) |
Total($) | ||||||||||||||||
| Mark See (1) | 2024 | 525,000 | - | 285,046 | - | 810,046 | ||||||||||||||||
| Chief Executive Officer and Chairman of the Board | 2023 | 525,000 | - | - | - | 525,000 | ||||||||||||||||
| Bradley E. Sparks (2) | 2024 | 415,000 | - | 299,879 | - | 714,879 | ||||||||||||||||
| Chief Financial Officer, Treasurer and Director | 2023 | 415,000 | - | - | - | 415,000 | ||||||||||||||||
| (1) | In fiscal year 2024, Mr. See’s salary includes $30,358 in cash payments and $494,642 of deferred compensation. In fiscal year 2023, Mr. See’s salary included $212,888 in cash payments, his receipt of equipment valued at $97,760 and $214,352 for deferred compensation. As of May 31, 2024, Mr. See has cumulative deferred compensation of $972,774. |
| (2) | The amounts shown in 2024 include $30,358 of salary paid in cash and $384,642 in deferred compensation. In fiscal 2023, Mr. Sparks’ salary includes $167,019 of cash payments and $247,981 of deferred compensation. As of May 31, 2024, Mr. Sparks has cumulative deferred compensation of $2,101,563. |
Named Executive Officers Compensation and Termination of Employment Provisions
Mark See Pursuant to a letter agreement dated October 16, 2009, and subsequently amended, between us and Mr. See, we pay Mr. See an annual base salary of $495,000 (which, together with previously approved allowances for Mr. See equaling $30,000, is an aggregate of $525,000 per year). If Mr. See is terminated by us without “Cause” (as such term is defined in the letter agreement) or if Mr. See terminates his employment with us for “Good Reason” (as such term is defined in his change in control agreement), we will pay severance to Mr. See equal to 100% of his then-current annualized base salary, and any bonuses earned, paid out on a pro rata basis over our regular payroll schedule over the two-year period following the effective date of such termination, provided that if such termination occurs within 12 months after a Change of Control, such two-year period shall be increased to a three-year period. In addition, Mr. See will continue to receive all applicable benefits under our standard benefits plans currently available to other senior executives, for a period not to exceed 24 months following the termination of his employment.
Beginning January 1, 2020, the annual cash salary compensation payable to Mr. See was increased from $485,000 to $498,580 per year (which, together with previously approved allowances for Mr. See equaling $30,000, is an aggregate of $528,580 per year). Amounts received above Mr. See’s $495,000 contract salary reduces his cumulative deferred compensation, and amounts received below the $495,000 contract salary increase deferred compensation.
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Item 11. Executive Compensation - continued
For calendar year 2021, we paid Mr. See as follows: (a) $100,000 in cash on or before January 7, 2021, less applicable withholding taxes; and (b) four (4) equal cash installments of $99,645, less applicable withholding taxes, with the first payment made on or before January 15, 2021, the second payment made on or before April 8, 2021, the third payment payable on or before July 8, 2021 and the fourth payment on or before October 8, 2021. In consideration of the payments described above, Mr. See waived any obligations we had to pay for any severance benefits included in the letter agreement dated October 16, 2009 referenced above, and such letter was terminated effective December 31, 2021. Effective January 1, 2022, our Board of Directors reinstated the terms of the letter agreement with Mr. See that was in place on December 30, 2020.
In November and December 2023, our Board of Directors awarded Mr. See fully vested options to purchase 4,925,000 shares of our common stock at $0.066 per share. These were issued to augment and replace earlier option grants that had expired. The options expire in November and December 2033.
As of May 31, 2024, Mr. See has $972,774 of deferred compensation owed to him under his contract, which is the cumulative difference between his contract salary and the actual cash compensation he has received thereunder through May 31, 2024.
Bradley Sparks Pursuant to a letter agreement dated October 20, 2009, as amended, we pay Mr. Sparks an annual base salary of $385,000 (which, together with previously approved annual payments for Mr. Sparks equaling $30,000, is an aggregate of $415,000 per year). If Mr. Sparks is terminated by us without “Cause” (as such term is defined in the letter agreement) or if Mr. Sparks terminates his employment with us for “Good Reason” (as such term is defined in the change in letter agreement),, we will pay Mr. Sparks severance equal to 100% of his then-current annualized base salary, and any bonuses earned, paid out on a pro rata basis over our regular payroll schedule over the two-year period following the effective date of such termination; provided, however, that if such termination occurs within 12 months after a Change of Control, such two-year period is increased to a three-year period. In addition, Mr. Sparks will continue to receive all applicable benefits under our standard benefits plans currently available to other senior executives, for a period not to exceed 24 months following the termination of employment.
For calendar year 2021, we paid Mr. Sparks as follows: four (4) equal cash installments of $96,250, less applicable withholding taxes, with the first payment made on or before January 15, 2021; the second payment made on or before April 8, 2021, the third payment made on or before July 8, 2021 and the fourth payment made on or before October 8, 2021. In consideration of the payments above, Mr. Sparks waived our obligations to pay for any severance benefits included in his letter agreement referenced above and terminated the letter agreement effective December 31, 2021. Effective January 1, 2022, our Board of Directors reinstated the terms of the letter agreement that was in place on December 30, 2020.
In June 2023, our Board of Directors awarded Mr. Sparks fully vested options to purchase 6,500,000 shares of our common stock at $0.06 per share. The award comprised a vested options award to purchase 5,000,000 shares and an award to purchase 1,500,000 shares to replace an award dated May 28, 2022 to purchase 1,500,000 shares which was canceled. The options expire on June 23, 2033.
As of May 31, 2024, we owe Mr. Sparks $2,101,563 of cumulative deferred compensation under his letter agreement with us with respect to his compensation. The amount owed under the letter agreement is the cumulative difference between the amount of compensation we owe Mr. Sparks under the agreement and the actual cash compensation he has received under his agreement with us.
17
Item 11. Executive Compensation - continued
Outstanding equity awards as of May 31, 2024:
| (a) Name and Principal Position |
(b) Number of Securities Underlying Unexercised Options Exercisable |
(e) Option Exercise Price ($) |
(f) Option Expiration Date | |||||||
| Bradley
E. Sparks CFO, Treasurer & Director |
6,500,000 | 0.06 | June 23, 2033 | |||||||
| Mark
See CEO and Board Chairman |
4,925,000 | 0.066 | Nov & Dec 2033 | |||||||
On May 19, 2023, we approved the Laredo Oil, Inc. 2023 Equity Incentive Plan. The Equity Incentive Plan was filed with the Securities and Exchange Commission on Form S-8 on June 14, 2023 authorizing the number of shares available for issuance thereunder to an aggregate of 20,000,000 shares. The plan will expire ten years after inception, or on May 19, 2033.
In February 2011, we approved the Laredo Oil, Inc. 2011 Equity Incentive Plan. The Equity Incentive Plan was filed with the Securities and Exchange Commission on Form S-8 on November 8, 2011, and was amended in December 2014 to increase the number of shares available for issuance thereunder to an aggregate of 15,000,000 shares. The plan expired in February 2021 and has one grant still in effect for 1,100,000 shares at an exercise price of $0.38 per share, which expires on January 2, 2025.
Director Compensation
| (a) Name |
(b) Fees Earned or Paid in Cash ($) |
(c) Stock Awards ($) |
(d) Option Awards ($) |
(j) Total ($) |
||||||||||||
| Donald Beckham | 50,000 | - | 60,020 | 110,020 | ||||||||||||
| Michael H. Price | 50,000 | - | 60,020 | 110,020 | ||||||||||||
Historically, the compensation for each non-employee member of our Board of Directors has been as follows: quarterly cash payment of $12,500 payable mid-quarter in arrears, 500,000 shares of restricted common stock vesting in three equal installments over three years, and fully vested in fiscal 2016. We also reimburse directors for all reasonable expenses associated with attendance at meetings of our Board of Directors. During the last quarter of fiscal year 2022, we suspended cash payments to directors indefinitely. However, such payments were accrued for future payment. During fiscal years 2023 and 2024, no cash payments to directors were made, but were accrued for future payment. On June 23, 2023, we granted fully vested options to purchase 1,500,000 shares of our common stock to each of Mr. Beckham and Mr. Price and simultaneously cancelled the 500,000 option grants to each dated May 28, 2022. Since they are executive officers, Messrs. See and Sparks receive no additional compensation for serving on the Board of Directors.
18
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth as of August 29, 2024, the name and address and the number of shares of the Company’s common stock, with a par value of $0.0001 per share, held of record or beneficially by each person who held of record, or was known by the Company to own beneficially, more than 5% of the issued and outstanding shares of the Company’s common stock, and the name and shareholdings of each executive officer, director and of all officers and directors as a group.
| Name
and Address of Beneficial Owner |
Nature
of Ownership (1) |
Amount
of Beneficial Ownership (1) |
Percent of Class | |||||||
| Bedford
Holdings, LLC 44 Polo Drive Big Horn, WY 82833 |
Direct | 12,829,269 | 13.6 | % | ||||||
| Darlington,
LLC (2) P.O. Box 723 Big Horn, WY 82833 |
Direct | 5,423,138 | 5.8 | % | ||||||
| Mark
See (3) 2021 Guadalupe Street, Suite 260 Austin, Texas 78705 |
Direct | 36,021,676 |
38.2 |
% | ||||||
| Bradley
E. Sparks (4) 2021 Guadalupe Street, Suite 260 Austin, Texas 78705 |
Direct | 9,324,857 | 9.9 | % | ||||||
| Robert
Adamo 2021 Guadalupe Street, Suite 260 Austin, Texas 78705 |
Direct | 6,662,886 | 7.1 | % | ||||||
| Donald
Beckham (5) 2021 Guadalupe Street, Suite 260 Austin, Texas 78705 |
Direct | 3,150,000 | 3.3 | % | ||||||
| Michael
H. Price (6) 2021 Guadalupe Street, Suite 260 Austin, Texas 78705 |
Direct | 2,050,000 | 2.2 | % | ||||||
| All Directors and Officers as a Group (4 persons) | Direct | 50,546,533 | 53.7 | % | ||||||
| (1) | All shares owned directly are owned beneficially and of record, and such stockholder has sole voting, investment and dispositive power, unless otherwise noted. Amounts of beneficial ownership include all options to purchase common stock expected to be vested within 60 days after the filing date of this Annual Report on Form 10-K. |
| (2) | These shares are owned by the spouse of Mr. See, and Mr. See has a proxy from Mrs. See to vote the shares. |
| (3) | Includes 12,829,269 shares owned by Mr. See through Bedford Holdings, LLC, 5,423,138 shares owned by Mrs. See through Darlington, LLC, and fully vested options to purchase 4,925,000 shares of common stock at $0.066 per share. |
| (4) | Includes fully vested options to purchase 6,500,000 shares of common stock at $0.06 per share. |
| (5) | Includes fully vested options to purchase 1,100,000 shares of common stock at $0.38 per share and 1,500,000 shares of common stock at $0.06 per share. |
| (6) | Includes fully vested options to purchase 1,500,000 shares of common stock at $0.06 per share. |
19
Item 12. Security Ownership of Certain Beneficial Owners and Management - continued
Securities authorized for issuance under equity compensation plans
The following table provides information as of May 31, 2024 concerning the issuance of equity securities with respect to compensation plans under which our equity securities are authorized for issuance.
Equity Compensation Plan Information
| Plan category | Number
of securities to be issued upon exercise of outstanding options, warrants and rights (a) |
Weighted
–average exercise price of outstanding options, warrants and rights ($) (b) |
Number
of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) (c) |
|||||||||
| Equity compensation plans approved by security holders (1) | 20,000,000 | 0.061 | 0 | (2) | ||||||||
| Total | 20,000,000 | 0.061 | 0 | |||||||||
| (1) | Effective May 19, 2023, the holders of a majority of the shares of our common stock took action by written consent to approve our 2023 Equity Incentive Plan, or the “2023 Plan.” Stockholders then owning an aggregate of 31,096,676 shares, or 59.8% of the then issued and outstanding shares of our Common Stock, approved the matter. The 2023 Plan and corresponding agreements are exhibits to our Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 14, 2023. The 2023 Plan reserved 20,000,000 shares of our common stock for issuance to eligible recipients. |
| (2) | During fiscal year 2024, we granted options to purchase 20,000,000 shares of common stock to employees and contractors. The aforementioned options were issued under the 2023 Equity Incentive Plan, which authorized 20,000,000 shares of our common stock reserved for issuance for directors, employees and contractors. |
20
Item 13. Certain Relationships and Related Transactions, and Director Independence
Transactions with Management and Others
As Officers and Directors are related parties, see Items 10, 11 and 12 which disclose option grants and executive compensation and beneficial ownership.
On June 22, 2022, we assigned to our Chief Financial Officer, or CFO, the right to purchase up to 356,243 of the 500,000 membership interests in Olfert #11-4 in exchange for our CFO’s payment of $356,243 of our capital commitment to Olfert #11-4. On August 15, 2022, our CFO purchased an additional 109,590 membership interests in Olfert #11-4 for a payment of $109,590.
On October 26, 2022, we borrowed $150,000 from our CFO pursuant to a demand note bearing an annual interest rate of 10%. The note is secured by a pledge of all of the interests in our wholly owned subsidiary Lustre Oil Company LLC. In February 2023, our CFO made several advances to us, totaling $50,000. On March 15, 2023, we received an additional loan of $30,000 from our CFO. During April and May of 2023, our CFO advanced another $62,099. The total amount of these advances aggregate to $292,099. The October 26, 2022 note and the aforementioned advances, totaling $292,099, were incorporated into a $400,000 note dated November 27, 2023.
Director Independence.
Both Mr. Price and Mr. Beckham serve as “independent” directors based on the definition of independence in the listing standards of NASDAQ Marketplace Rule 4200(a)(15).
Item 14. Principal Accounting Fees and Services
(1) Audit Fees
The aggregate fees billed by the independent accountants for each of the last two fiscal years for professional services for the audit of the Company’s annual consolidated financial statements and the review of consolidated financial statements included in the Company’s Form 10-Q and services that are normally provided by the accountants in connection with statutory and regulatory filings or engagements for those fiscal years were $134,575 for the fiscal year ended May 31, 2024 and $134,970 for the fiscal year ended May 31, 2023. BF Borgers CPA PC provided audit for the year ended 2023 and quarterly reviews during fiscal year ended May 31, 2024 . The firms engaged during 2024 and 2023, respectively, provided no other services, other than those listed above for their respective years. Subsequent to May 31, 2024, the Company engaged M&K CPA’s, L.L.P. to provide our audit for the years ended 2024 and 2023.
(2) Audit-Related Fees
The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under paragraph (1) above was $0.
(3) Tax Fees
The aggregate fees billed in each of the last two fiscal years ending May 31, 2024 and 2023 for professional services rendered by the principal accountants for tax compliance, tax advice, and tax planning was $9,476 and $9,476, respectively.
(4) All Other Fees
During the last two fiscal years ending May 31, 2024 and 2023, respectively there were $0 fees charged by the principal accountants other than those disclosed in (1), (2) and (3) above.
(5) Audit Committee’s Pre-approval Policies and Procedures
The Audit Committee pre-approves the engagement with the independent auditor. It meets four times annually and reviews consolidated financial statements with the independent auditor. Additionally, the Audit Committee meets in executive session with the independent auditor at the conclusion of those meetings.
21
Item 15. Exhibits, Financial Statement Schedules
(a) (1) Consolidated Financial Statements. See Index to Consolidated Financial Statements on page F-1.
(a) (2) Financial Statement Schedules
The following financial statement schedules are included as part of this report:
None.
(a) (3) Exhibits
The exhibits required to be filed herewith by Item 601 of Regulation S-K, as described in the following index of exhibits, are attached hereto unless otherwise indicated as being incorporated herein by reference, as follows:
22
Item 15. Exhibits, Financial Statement Schedules - continued
23
Item 15. Exhibits, Financial Statement Schedules - continued
| 99.1 | Temporary Hardship Exemption |
| 101.INS* | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document) |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* To be furnished by amendment per Temporary Hardship Exemption under Regulation S-T.
24
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| LAREDO OIL, INC. | ||||
| (the “Registrant”) | ||||
| Date: September 30, 2024 | By: | /s/ Mark See | ||
| Mark See | ||||
| Chief Executive Officer and Chairman of the Board | ||||
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Date: September 30, 2024 | By: | /s/ Mark See | |
| Mark See | |||
| Chief Executive Officer and Chairman of the Board | |||
| (Principal Executive Officer) | |||
| Date: September 30, 2024 | By: | /s/ Bradley E. Sparks | |
| Bradley E. Sparks | |||
| Chief
Financial Officer, Treasurer and Director (Principal Financial and Accounting Officer) |
|||
| Date: September 30, 2024 | By: | /s/ Donald Beckham | |
| Donald Beckham | |||
| Director | |||
| Date: September 30, 2024 | By: | /s/ Michael H. Price | |
| Michael H. Price | |||
| Director |
25
LAREDO OIL, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Laredo Oil, Inc.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Laredo Oil, Inc. (the Company) as of May 31, 2024 and 2023, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended May 31, 2024 and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of May 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended May 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
Restatement to Correct Previously Issued Financial Statements
As discussed in Note 2 to the financial statements, the 2023 financial statements have been restated to correct misstatements discovered during the current year.
Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has yet to achieve profitable operations, has negative cash flows from operating activities, and is dependent upon future issuances of equity or other financings to fund ongoing operations all of which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
Oil and gas properties
As discussed in Note 4 to the consolidated financial statements, the Company capitalizes certain oil and gas acquisition and drilling costs in unproved and unevaluated properties.
Auditing management’s evaluation of unproved and unevaluated properties can be a significant judgement given the fact that the Company uses managements estimates on future development plans, which are difficult to substantiate.
To evaluate the appropriateness of management’s development plans, we evaluated the key factors and assumptions used to develop the development plans for unproved and unevaluated oil and gas properties as well as management’s disclosure in determining that they are reasonable in relation to the financial statements taken as a whole.
/s/ M&K CPAS, PLLC
We have served as the Company’s auditor since 2024.
The Woodlands, TX
September 30, 2024
F-2
| Laredo Oil, Inc. |
| Consolidated Balance Sheets |
| May 31, 2024 | May 31, 2023 (Restated) | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents and restricted cash | $ | 1,990,189 | $ | 13,754 | ||||
| Receivables | 8,346 | - | ||||||
| Receivables – related party | - | 1,779 | ||||||
| Prepaid expenses and other current assets | 19,941 | 36,549 | ||||||
| Total Current Assets | 2,018,476 | 52,082 | ||||||
| Property and Equipment | ||||||||
| Oil and gas acquisition and drilling costs | 610,663 | 306,690 | ||||||
| Property and equipment, net | 135,499 | 153,428 | ||||||
| Total Property and Equipment, net | 746,162 | 460,118 | ||||||
| Other assets | 40,000 | 30,000 | ||||||
| TOTAL ASSETS | $ | 2,804,638 | $ | 542,200 | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | 2,542,976 | $ | 2,264,546 | ||||
| Accrued payroll liabilities | 3,165,142 | 2,262,450 | ||||||
| Accrued interest | 360,848 | 210,414 | ||||||
| Deferred well development costs | 4,551,577 | 1,799,260 | ||||||
| Convertible debt, net of debt discount and debt issuance costs | 288,622 | 839,798 | ||||||
| Revolving note | 1,060,061 | 933,000 | ||||||
| Note payable – related party | 292,099 | 292,099 | ||||||
| Note payable – Alleghany, net of debt discount | 617,934 | 617,934 | ||||||
| Note payable, current portion | 66,379 | 449,624 | ||||||
| Total Current Liabilities | 12,945,638 | 9,669,125 | ||||||
| Asset retirement obligation | 157,394 | 121,072 | ||||||
| Long-term note, net of current portion | 887,733 | 536,974 | ||||||
| Total Noncurrent Liabilities | 1,045,127 | 658,046 | ||||||
| TOTAL LIABILITIES | 13,990,765 | 10,327,171 | ||||||
| Commitments and Contingencies (Note 15) | ||||||||
| Stockholders’ Deficit | ||||||||
| Preferred stock: $0.0001 par value; 10,000,000 shares authorized; none issued and outstanding | - | - | ||||||
| Common stock: $0.0001 par value; 120,000,000 and 120,000,000 shares authorized; 71,993,265 and 66,220,206 issued and outstanding as of May 31, 2024 and 2023 | 7,199 | 6,622 | ||||||
| Additional paid in capital | 11,530,169 | 10,064,603 | ||||||
| Accumulated deficit | (22,723,495 | ) | (19,856,196 | ) | ||||
| Total Stockholders’ Deficit | (11,186,127 | ) | (9,784,971 | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | 2,804,638 | $ | 542,200 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
F-3
| Laredo Oil, Inc. |
| Consolidated Statements of Operations |
| Year Ended May 31, 2024 | Year Ended May 31, 2023 (Restated) | |||||||
| Revenue | $ | 36,482 | $ | - | ||||
| Gross profit (loss) | 36,482 | - | ||||||
| Lease Operating Expense | 23,677 | - | ||||||
| General, selling and administrative expenses | 2,897,943 | 2,047,359 | ||||||
| Consulting and professional services | 448,534 | 773,590 | ||||||
| Impairment expense | 56,555 | 4,299,274 | ||||||
| Total Operating Expense | 3,426,709 | 7,120,223 | ||||||
| Operating loss | (3,390,227 | ) | (7,120,223 | ) | ||||
| Other income/(expense) | ||||||||
| Other non-operating income | 858,693 | - | ||||||
| Gain on sale of assets | 175,000 | - | ||||||
| Income from employee retention credit | - | 122,682 | ||||||
| Equity method gain loss/impairment | - | (382,577 | ) | |||||
| Interest expense, net | (510,765 | ) | (509,790 | ) | ||||
| Net loss | $ | (2,867,299 | ) | $ | (7,889,908 | ) | ||
| Net loss per share, basic and diluted | $ | (0.04 | ) | $ | (0.14 | ) | ||
| Weighted average number of basic and diluted common shares outstanding | 69,263,157 | 57,073,239 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-4
| Laredo Oil, Inc. |
| Consolidated Statement of Stockholders’ Deficit |
| For the Years Ended May 31, 2024 and 2023 (Restated) |
| Common Stock | Preferred Stock | Additional Paid | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | In Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance at May 31, 2022 | 54,514,765 | $ | 5,451 | - | $ | - | $ | 9,179,088 | $ | (11,982,488 | ) | $ | (2,797,949 | ) | ||||||||||||||
| Cumulative effect of accounting changes | - | - | - | - | (55,918 | ) | 16,200 | (39,718 | ) | |||||||||||||||||||
| Share based compensation | - | - | - | - | 161,984 | - | 161,984 | |||||||||||||||||||||
| Gain on sale of asset-related party | - | - | - | - | 74,225 | - | 74,225 | |||||||||||||||||||||
| Restricted stock issued to consultants | 1,272,574 | 127 | - | - | 187,130 | - | 187,257 | |||||||||||||||||||||
| Issuance of shares upon debt conversion | 4,370,081 | 437 | - | - | 251,381 | - | 251,818 | |||||||||||||||||||||
| Proceeds from issuance of shares | 6,062,886 | 607 | - | - | 266,713 | - | 267,320 | |||||||||||||||||||||
| Net Loss | - | - | - | - | - | (7,889,908 | ) | (7,889,908 | ) | |||||||||||||||||||
| Balance at May 31, 2023 (Restated) | 66,220,306 | $ | 6,622 | - | $ | - | $ | 10,064,603 | $ | (19,856,196 | ) | $ | (9,784,971 | ) | ||||||||||||||
| Common Stock | Preferred Stock | Additional Paid | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | In Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance at May 31, 2023 (Restated) | 66,220,306 | $ | 6,622 | - | $ | - | $ | 10,064,603 | $ | (19,856,196 | ) | $ | (9,784,971 | ) | ||||||||||||||
| Share based compensation | - | - | - | - | 1,102,924 | - | 1,102,924 | |||||||||||||||||||||
| Issuance of shares upon debt conversion | 5,772,959 | 577 | - | - | 362,642 | - | 363,219 | |||||||||||||||||||||
| Net Loss | - | - | - | - | - | (2,867,299 | ) | (2,867,299 | ) | |||||||||||||||||||
| Balance at May 31, 2024 | 71,993,265 | $ | 7,199 | - | $ | - | $ | 11,530,169 | $ | (22,723,495 | ) | $ | (11,186,127 | ) | ||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-5
| Laredo Oil, Inc. |
| Consolidated Statements of Cash Flows |
| Year Ended | Year Ended | |||||||
| May 31, 2024 | May 31, 2023 | |||||||
| (Restated) | ||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | (2,867,299 | ) | $ | (7,889,908 | ) | ||
| Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: | ||||||||
| Stock based compensation expense | 1,102,924 | 161,984 | ||||||
| Restricted stock expense | - | 187,257 | ||||||
| Amortization of debt discount | 95,059 | 112,066 | ||||||
| Impairment of long-term assets | 56,555 | 4,299,274 | ||||||
| Equity method investment loss/impairment | - | 382,577 | ||||||
| Depreciation | 17,929 | 37,252 | ||||||
| Accretion expense | - | 59,310 | ||||||
| Gain on sale of assets | (175,000 | ) | - | |||||
| Changes in operating assets and liabilities: | ||||||||
| Receivables | (8,346 | ) | - | |||||
| Receivables from related party | 1,779 | - | ||||||
| Prepaid expenses and other current assets | 6,608 | (14,314 | ) | |||||
| Accounts payable and accrued liabilities | (7,624 | ) | 150,132 | |||||
| Accrued payroll liabilities | 902,692 | 620,391 | ||||||
| Accrued interest | 242,181 | 187,036 | ||||||
| NET CASH USED IN OPERATING ACTIVITIES | (632,542 | ) | (1,706,943 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Proceeds from sale of assets | 175,000 | - | ||||||
| Investment in property, plant and equipment | - | (303 | ) | |||||
| Investment in oil and gas field acquisition and drilling costs | (38,152 | ) | (911,754 | ) | ||||
| Investment in equity method investment | - | (18,438 | ) | |||||
| NET CASH USED IN INVESTING ACTIVITIES | 136,848 | (930,495 | ) | |||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from convertible debt | 515,000 | 1,142,423 | ||||||
| Repayment of convertible debt | (236,985 | ) | (546,059 | ) | ||||
| Proceeds from note payable – related party | - | 292,099 | ||||||
| Proceeds from revolving note | 127,061 | 998,000 | ||||||
| Repayment of revolving note | - | (127,858 | ) | |||||
| Proceeds from prefunded billing costs | 2,104,000 | 715,438 | ||||||
| PPP loan repayments | (36,947 | ) | (199,354 | ) | ||||
| Proceeds from sale of common stock | - | 267,320 | ||||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | 2,472,129 | 2,542,009 | ||||||
| Net change in cash and cash equivalents and restricted cash | 1,976,435 | (95,429 | ) | |||||
| Cash and cash equivalents at beginning of period | 13,754 | 109,183 | ||||||
| CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD | $ | 1,990,189 | $ | 13,754 | ||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||||||
| Cash paid for interest expense | $ | 78,139 | $ | 95,897 | ||||
| Cash paid for income taxes | $ | - | $ | - | ||||
| SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES | ||||||||
| Oil and gas acquisition costs in accounts payable | $ | 286,054 | $ | 871,509 | ||||
| Long-lived assets in exchange for reduction in deferred compensation – related party | $ | - | $ | 97,760 | ||||
| Sale of assets in exchange for note payable repayment – related party | $ | - | $ | 138,000 | ||||
| Initial asset retirement obligation and related liability | $ | 36,322 | $ | - | ||||
| Cumulative effect of accounting changes | $ | - | $ | 39,718 | ||||
| Reclassification of convertible debt to contingent liability | $ | 648,317 | $ | - | ||||
| Conversion of convertible debt to common stock | $ | 363,219 | $ | 251,818 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
F-6
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
The accompanying consolidated financial statements have been prepared by the management of Laredo Oil, Inc. (“the Company”).
The Company was incorporated under the laws of the State of Delaware on March 31, 2008 under the name of “Laredo Mining, Inc.” with authorized common stock of 90,000,000 shares at $0.0001 par value and authorized preferred stock of 10,000,000 shares at $0.0001 par value. On October 21, 2009 the name was changed to “Laredo Oil, Inc.” During May 2023, the Company board of directors voted to increase the authorized common stock to 120,000,000 shares at $0.0001 which was confirmed by a majority of the shares then outstanding.
The Company is an oil exploration and production (“E&P”) company primarily engaged in acquisition and exploration efforts for mineral properties. From its inception in March 2008 through October 2009, the Company was primarily engaged in acquisition and exploration efforts for mineral properties. Beginning in October 2009, the Company shifted its focus to locating mature oil fields with the intention of acquiring those oil fields and recovering stranded oil using enhanced recovery methods. From June 14, 2011 to December 31, 2020, the Company was a management services company, managing the acquisition and operation of mature oil fields, focused on the recovery of “stranded” oil from those mature fields using enhanced oil recovery methods for its then sole customer, Stranded Oil Resources Corporation, or SORC, then a wholly owned subsidiary of Alleghany Corporation. The Company performed those services in exchange for a quarterly management fee and the reimbursement of its employee related expenses from SORC, which fees and reimbursements were effectively all of the Company’s revenues prior to the closing of the Securities Purchase Agreement with Alleghany described below. Alleghany no longer pays the Company any management fees or reimbursement payments for the monthly expenses of its employees.
On December 31, 2020, the Company entered into a Securities Purchase Agreement with Alleghany Corporation. Under that agreement, the Company purchased all the issued and outstanding shares of SORC. Currently, there are no ongoing operations being conducted by SORC.
Under the Securities Purchase Agreement with Alleghany, the Company also entered into a Consulting Agreement, under which Alleghany paid the Company an aggregate of approximately $1.245 million during calendar year 2021 in exchange for providing Alleghany with one to three years of consulting services from certain of the Company’s employees, including Mark See, its Chief Executive Officer.
As of May 31, 2024, the Company has identified and acquired 45,766 gross acres and 38,153 net acres of mineral property interests in Montana. The Company drilled one exploratory well during May 2022, which has been shut-in pending gaining access to a saltwater disposal well allowing economically feasible water disposal. The Company plans to continue to develop the field, depending on funding.
In connection with securing this acreage in Montana, Lustre Oil Company LLC, a wholly owned subsidiary of the Company (“Lustre”), entered into an Acquisition and Participation Agreement (the “Erehwon APA”), and subsequent amendments, with Erehwon Oil & Gas, LLC and Laris Oil & Gas, LLC (collectively, “Erehwon”) to acquire oil and gas interests and drill, complete, re-enter, re-complete, sidetrack, and equip wells in Valley County, Daniels County and Roosevelt County, Montana. The amended Erehwon APA specifies calculations for royalty interests and working interests for the first ten well completions and first ten well recompletions and for all additional wells and recompletions thereafter. Lustre, as the Operator named in the Erehwon APA, will acquire initial mineral leases and pay 100% of the costs and the split between Erehwon and Lustre will be 20%/80%. Under the Erehwon APA, Lustre will fund 100% of the construction costs of the first ten wells and first ten completions. Until payout, as defined, is attained, the split between Erehwon and Lustre will be 10% to Erehwon and 90% to Lustre. After payout, the split will be 20% to Erehwon and 80% to Lustre. Any additional wells will be funded 100% by Lustre, with a 20% undivided working interest to Erehwon;. Royalty expense will consist of the sum of royalty interest to the landowner and an overriding royalty interest to two individuals (“Prospect Generators”), not to exceed 6% nor be less than 3%. For the first ten new wells and first ten recompletions, Prospect Generators will receive an amount equal to 5% of the cost of each completed and producing well.
F-7
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS - continued
The Company and Lustre executed a Net Profits Interest Agreement, dated November 24, 2021 (the “NPI Agreement”), with Erehwon and Olfert No. 11-4 Holdings, LLC (“Olfert”) for the purpose of funding the first well, Olfert #11-4 (the “Well”), under the Erehwon APA. In connection with the NPI Agreement, the Company was credited with a contribution totaling $59,935 of well development costs, representing a 5.5% interest in Olfert as of May 31, 2022, based on the carrying value of assets contributed by the Company to Olfert. The total investment recorded by the Company was $19,435. The difference between the $59,935 contribution recorded at the Olfert level and the Investment recorded by the Company is due to the Company’s investment being recorded at the carrying value of the assets contributed. As the Company also currently serves as the manager of Olfert, it exercises significant influence. Accordingly, the amount paid by the Company was recorded as an equity method investment as of May 31, 2024. See further disclosures in Note 10. As part of our annual impairment analysis and in conjunction with our annual financial audit, the Company decided to take an accounting impairment charge to reduce the asset value of the Olfert #11-4 well to salvage value. Although the Company still is working to put the well into production, it has been two years since the well was shut-in in September 2022 pending gaining access to a proximate salt-water disposal well making the well economically viable.
On June 30, 2020, the Company entered into the Limited Liability Company Agreement (the “Cat Creek Agreement”) of Cat Creek Holdings, LLC (“Cat Creek”), a Montana limited liability company formed as a joint venture with Lipson Investments LLC (“Lipson”) and Viper Oil & Gas, LLC (“Viper”) for the purchase of certain oil and gas properties in the Cat Creek Field, located in Petroleum and Garfield Counties in the State of Montana (the “Cat Creek Properties”). In accordance with the Cat Creek Agreement, the Company invested $448,900 of cash in Cat Creek in exchange for 50% of the ownership interests in Cat Creek. Lipson and Viper each have a 25% ownership interest in Cat Creek in consideration of their respective investments of $224,450. Cat Creek is managed by a board of directors consisting of four directors, two of whom are designated by the Company. Based on uncertain economic benefits in the future as evidenced by several years of non-profitable results, the Company has decided to write down the investment and show it has no future value.
Lustre and Erehwon entered into an Exploration and Development Agreement, dated July 18, 2023 (the “Development Agreement”), with Texakoma Exploration & Production Company (“Texakoma”), for the exploration and development of the “Lustre Field Prospect,” as described in the Development Agreement. Lustre and Erehwon are parties to an existing Acquisition and Participation Agreement, under which those parties agreed to acquire certain oil and gas interests, and drill, complete, re-enter, re-complete, sidetrack, and equip wells, in certain counties in Montana.
Under the terms of a Development Agreement, Texakoma agreed to pay Lustre and Erehwon (jointly, “LOC”), the following amounts: (i) $175,000 on or before July 21, 2023; and (ii) another $175,000 upon the “spudding” of the initial test well subject to rig availability. Upon the spudding of that test well, LOC was required to deliver to Texakoma a partial assignment of an 85% working interest in the oil and gas leases covering the first two initial drilling and spacing units. Under the Development Agreement the first payment was paid by Texakoma in August 2023 and the Company received the second payment of $175,000 in September 2023.
The two test wells were successfully drilled and Texakoma paid 100% of the costs associated with the drilling and completion of the wells. Lustre and Erehwon jointly have an undivided 15% working interest, carried through the tanks, in those two wells. In March 2024, Texakoma exercised its option to participate in the development of the remainder of the Lustre Field Prospect. By exercising its option, Texakoma agreed to drill eight additional wells, with Lustre and Erehwon having a 15% working interest carried through the tanks, and to pay Lustre $706,603 spread over four months, for an 85% leasehold interest in the next eight drill sites and a 50% leasehold interest in the balance of the Lustre Field Prospect acreage. As of May 31, 2024, Texakoma paid an additional $328,681 in accordance with the contract. The remaining amounts due were paid by the end of first quarter 2025. The working and net revenue interest in any wells drilled subsequent to the first ten wells will be shared by Texakoma and Lustre and Erehwon, jointly, on a 50:50 basis.
Following the Texakoma transaction, we retain a 100% leasehold interest and full control of an additional 30,556 net mineral acres in northeastern Montana at the western edge of the Williston Basin.
In December 2023, we entered into a Participation Agreement, through Hell Creek Crude, LLC, our wholly owned subsidiary, Erehwon, and various accredited investors. The Participation Agreement provided us with $2,034,000 to acquire certain leases and to drill a development well in the Midfork Field in Montana. Several of the investors also hold $575,000 of our convertible debt, plus accrued interest of $73,317, which indebtedness is included as investments under the Participation Agreement.
Until the total of the $2,682,317 in cash, notes and accrued interest is repaid to the various investors under the terms of the Participation Agreement, the net working interest payments from the Participation Agreement will be split between the various investors and HCC and Erehwon, collectively on a 90%/10% basis. After the repayment to the investors, the split between the investors, on one hand, and HCC and Erehwon, on the other hand, will be on a 50%/50% basis. After the development well is drilled under the Participation Agreement, the investors will have the option to invest in up to two additional wells in the field.
F-8
NOTE 2 – RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
Subsequent to the initial issuance of the Company’s 2023 financial statements on September 23, 2023, management reconsidered the estimate previously applied in its valuation of the Olfert 11-4 exploratory well drilled in the spring and summer of 2022. The well encountered salt-water in amounts making it uneconomical to operate due to the lack of a proximate salt-water disposal well and was shut-in during September 2022 pending gaining access to a closer disposal well. Two years later, the well remains shut-in as the Company has yet to economically solve the water disposal issue. Until a solution is found, the well is unevaluated and written down, although the Company continues to plan on developing the well if feasible. After experiencing continued losses in its equity method investment in Cat Creek Holdings, LLC, the Company has reconsidered its valuation of the entity and written it down to zero.
The following table summarizes the impacts of the changes in estimates on the Company’s financial statements for each of the periods presented below:
| Impact of correction of error | ||||||||||||
| As previously reported | Adjustments | As Restated May 31, 2023 | ||||||||||
| Cash and cash equivalents | $ | 13,754 | $ | - | $ | 13,754 | ||||||
| Receivables – related party | 1,779 | - | 1,779 | |||||||||
| Prepaid expenses and other current assets | 36,549 | - | 36,549 | |||||||||
| Total Current Assets | 52,082 | - | 52,082 | |||||||||
| Property and Equipment | ||||||||||||
| Oil and gas acquisition and drilling costs | 4,547,740 | 4,241,050 | 306,690 | |||||||||
| Property and equipment, net | 209,182 | 55,754 | 153,428 | |||||||||
| Total Property and Equipment, net | 4,756,922 | 4,296,804 | 460,118 | |||||||||
| Other assets | 30,000 | - | 30,000 | |||||||||
| Equity method investment – Olfert | 37,630 | 37,630 | - | |||||||||
| Equity method investment – Cat Creek | 249,493 | 249,493 | - | |||||||||
| TOTAL ASSETS | $ | 5,126,127 | $ | 4,583,927 | $ | 542,200 | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||||||
| Current Liabilities | ||||||||||||
| Accounts payable | $ | 2,197,975 | $ | 66,571 | $ | 2,264,546 | ||||||
| Accrued payroll liabilities | 2,262,450 | - | 2,262,450 | |||||||||
| Accrued interest | 210,414 | - | 210,414 | |||||||||
| Deferred well development costs | 1,799,260 | - | 1,799,260 | |||||||||
| Convertible debt, net of debt discount and debt issuance costs | 839,798 | - | 839,798 | |||||||||
| Revolving note | 933,000 | - | 933,000 | |||||||||
| Note payable – related party | 292,099 | - | 292,099 | |||||||||
| Note payable – Alleghany, net of debt discount | 617,934 | - | 617,934 | |||||||||
| Note payable, current portion | 449,624 | - | 449,624 | |||||||||
| Total Current Liabilities | 9,602,554 | 66,571 | 9,669,125 | |||||||||
| Asset retirement obligation | 67,938 | 53,134 | 121,072 | |||||||||
| Long-term note, net of current portion | 536,974 | - | 536,974 | |||||||||
| Total Noncurrent Liabilities | 604,912 | 53,134 | 658,046 | |||||||||
| TOTAL LIABILITIES | 10,207,466 | 119,705 | 10,327,171 | |||||||||
| Commitments and Contingencies (Note 15) | ||||||||||||
| Stockholders’ Deficit | ||||||||||||
Preferred stock: $0.0001 par value; 10,000,000 shares authorized; none issued and outstanding | ||||||||||||
| Common stock: $0.0001 par value; 120,000,000 shares authorized; 66,220,206 issued and outstanding as of May 31, 2023 | $ | 6,622 | - | $ | 6,622 | |||||||
| Additional paid in capital | 9,990,378 | 74,225 | 10,064,603 | |||||||||
| Accumulated deficit | (15,078,339) | (4,777,857 | ) | (19,856,196 | ) | |||||||
| Total Stockholders’ Deficit | (5,081,339 | ) | (4,703,632 | ) | (9,784,971 | ) | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | 5,126,127 | $ | 4,583,927 | $ | 542,200 | ||||||
F-9
| Laredo Oil, Inc. |
| Consolidated Statements of Operations |
|
As previously reported Year Ended |
Adjustments | Year Ended May 31, 2023 (As Restated) | |||||||||
| Revenue | $ | - | $ | - | $ | - | |||||
| Direct costs | - | - | - | ||||||||
| Gross profit (loss) | - | - | - | ||||||||
| General, selling and administrative expenses | 1,996,695 | 50,664 | 2,047,359 | ||||||||
| Consulting and professional services | 773,590 | - | 773,590 | ||||||||
| Impairment expense | - | 4,299,274 | 4,299,274 | ||||||||
| Total Operating Expense | 2,770,285 | 4,349,938 | 7,120,223 | ||||||||
| Operating loss | (2,770,285 | ) | (4,349,938 | ) | (7,120,223 | ) | |||||
| Other income/(expense) | |||||||||||
| Gain on sale of assets | 74,225 | (74,225 | ) | - | |||||||
| Income from PPP loan forgiveness and employee retention | 122,682 | - | 122,682 | ||||||||
| Equity method loss/impairment | (95,454 | ) | (287,123 | ) | (382,577 | ) | |||||
| Interest expense, net | (443,219 | ) | (66,571 | ) | (509,790 | ) | |||||
| Net loss | $ | (3,112,051 | ) | (4,777,857 | ) | $ | (7,889,908 | ) | |||
| Net loss per share, basic and diluted | $ | (0.05 | ) | $ | (0.14 | ) | |||||
| Weighted average number of basic and diluted common shares outstanding | 57,073,239 | 57,073,239 | |||||||||
F-10
As previously reported Year Ended | Year Ended | ||||||||||
| May 31, 2023 | Adjustment | May 31, 2023 (Restated) | |||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||||
| Net loss | $ | (3,112,051 | ) | (4,777,857 | ) | $ | (7,889,908 | ) | |||
| Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: | |||||||||||
| Stock based compensation expense | 161,984 | - | 161,984 | ||||||||
| Restricted stock expense | 187,257 | - | 187,257 | ||||||||
| Amortization of debt discount | 112,066 | - | 112,066 | ||||||||
| Impairment of long-term assets | - | 4,299,274 | 4,299,274 | ||||||||
| Equity method investment loss/impairment | 95,454 | 287,123 | 382,577 | ||||||||
| Depreciation | 39,722 | (2,470 | ) | 37,252 | |||||||
| Accretion expense | 6,176 | 53,134 | 59,310 | ||||||||
| Gain on sale of assets | (72,704 | ) | 72,704 | - | |||||||
| Changes in operating assets and liabilities: | |||||||||||
| Prepaid expenses and other current assets | (14,314 | ) | - | (14,314 | ) | ||||||
| Accounts payable and accrued liabilities | 150,132 | - | 150,132 | ||||||||
| Accrued payroll liabilities | 620,391 | - | 620,391 | ||||||||
| Accrued interest | 185,515 | 1,521 | 187,036 | ||||||||
| NET CASH USED IN OPERATING ACTIVITIES | (1,640,372 | ) | (66,571 | ) | (1,706,943 | ) | |||||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||||
| Proceeds from sale of assets | - | - | |||||||||
| Investment in property, plant and equipment | (303 | ) | - | (303 | ) | ||||||
| Investment in oil and gas field acquisition and drilling costs | (978,325 | ) | 66,571 | (911,754 | ) | ||||||
| Investment in equity method investment | (18,438 | ) | - | (18,438 | ) | ||||||
| NET CASH USED IN INVESTING ACTIVITIES | (997,066 | ) | 66,571 | (930,495 | |||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||||
| Proceeds from convertible debt | 1,142,423 | - | 1,142,423 | ||||||||
| Repayment of convertible debt | (546,059 | ) | - | (546,059 | ) | ||||||
| Proceeds from note payable – related party | 292,099 | - | 292,099 | ||||||||
| Proceeds from revolving note | 998,000 | - | 998,000 | ||||||||
| Repayment of revolving note | (127,858 | ) | - | (127,858 | ) | ||||||
| Proceeds from prefunded billing costs | 715,438 | - | 715,438 | ||||||||
| PPP loan repayments | (199,354 | ) | - | (199,354 | ) | ||||||
| Proceeds from sale of common stock | 267,320 | - | 267,320 | ||||||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | 2,542,009 | - | 2,542,009 | ||||||||
| Net change in cash and cash equivalents | (95,429 | ) | - | (95,429 | ) | ||||||
| Cash and cash equivalents at beginning of period | 109,183 | - | 109,183 | ||||||||
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ | 13,754 | - | $ | 13,754 | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | |||||||||||
| Cash paid for interest expense | $ | 95,897 | - | $ | 95,897 | ||||||
| Cash paid for income taxes | $ | - | - | $ | - | ||||||
| SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES | |||||||||||
| Oil and gas acquisition costs in accounts payable | $ | 804,938 | 66,571 | $ | 871,509 | ||||||
| Long-lived assets in exchange for reduction in deferred compensation – related party | $ | 97,760 | - | 97,760 | |||||||
| Sale of assets in exchange for note payable repayment – related party | $ | 136,479 | 1,521 | 138,000 | |||||||
| Cumulative effect of accounting changes | - | 39,718 | 39,718 | ||||||||
| Conversion of convertible debt to common stock | $ | 251,818 | 251,818 | ||||||||
F-11
| Consolidated Statement of Stockholders’ Deficit | ||||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||
| Common Stock | Preferred Stock | Additional | Accumulated | Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Paid In Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance at May 31, 2023 -as previously reported | 66,220,306 | 6,622 | - | - | 9,990,378 | (15,078,339 | ) | (5,081,339 | ) | |||||||||||||||||||
| Gain on sale of related party asset | - | - | - | - | 74,225 | - | 74,225 | |||||||||||||||||||||
| Net Loss adjustments | - | - | - | - | - | (4,777,857 | ) | (4,777,857 | ) | |||||||||||||||||||
| Balance at May 31, 2023 (Restated) | 66,220,306 | $ | 6,622 | - | $ | - | $ | 10,064,603 | $ | (19,856,196 | ) | $ | (9,784,971 | ) | ||||||||||||||
NOTE 3 – GOING CONCERN
These consolidated financial statements have been prepared on a going concern basis. The Company has routinely incurred losses since inception, resulting in an accumulated deficit, and historically was dependent on one customer for its revenue. There is no assurance that in the future any financing will be available to meet the Company’s needs. This situation raises substantial doubt about the Company’s ability to continue as a going concern within one year of the issuance date of these consolidated financial statements.
The Company’s management has undertaken steps as part of a plan to improve operations with the goal of sustaining operations for the next twelve months and beyond. These steps include an ongoing effort to (a) controlling overhead and expenses; (b) raising funds connected with specific well development; and (c) raising funds through notes payable and convertible debt to expand and fund property acquisitions exploration and development as well as maintaining operations. The Company has worked to attract and retain key personnel with significant experience in the industry. At the same time, to control costs, the Company has required several of its personnel to multi-task and cover a wider range of responsibilities to manage the Company’s headcount. There can be no assurance that the Company can successfully accomplish these steps and it is uncertain that the Company will achieve a profitable level of operations and obtain additional financing. There can be no assurance that any additional financing will be available to the Company on satisfactory terms and conditions, if at all.
The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.
NOTE 4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates - Management uses estimates and assumptions in preparing these consolidated financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from those estimates.
Principles of Consolidation - The accompanying consolidated financial statements include the accounts of Laredo Oil and its subsidiaries after elimination of intercompany balances and transactions.
Equity Method Investment - Investments classified as equity method consist of investments in companies in which the Company can exercise significant influence but not control. Under the equity method of accounting, the investment is initially recorded at cost, then the Company’s proportional share of investee’s underlying net income or loss is recorded as a component of “other income” with a corresponding increase or decrease to the carrying value of the investment. Distributions received from the investee reduce the Company’s carrying value of the investment. These investments are evaluated for impairment if events or circumstances arise that indicate that the carrying amount of such assets may not be recoverable. Based on uncertain economic benefits in the future as evidenced by several years of non-profitable results, the Company has decided to impair its investments in Cat Creek Holdings, LLC and Olfert No. 11-4 Holdings, LLC to reflect no current value. See Note 16.
F-12
NOTE 4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
Revenue recognition - The Company recognized revenue in accordance with ASC 606, Revenue from Contracts with Customers. Crude oil revenue is recognized when we have transferred control of crude oil production to the purchaser. We consider the transfer of control to have occurred when the purchaser has the ability to direct the use of, and obtain substantially all of the remaining benefits from the crude oil production. We record revenues based on an estimate of the volumes delivered at estimated prices as determined by the applicable sales agreement. We estimate our sales volumes based on company-measured volume readings. We then adjust our crude oil sales in subsequent periods based on the data received from our purchasers that reflects actual volumes delivered and prices received. We receive payment for sales one to two months after actual delivery has occurred. The differences in sales estimates and actual sales are recorded one to two months later. Where the Company is not the operator, revenue from oil and gas production is recognized based on sales date as reported to the Company by the operators of oil production facilities in which the company has an interest.
Cash and cash equivalents and restricted cash - All highly liquid investments with a maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of May 31, 2024 and 2023. At times, the Company maintains cash balances deposited at its financial institution that exceed FDIC insured limits.
Laredo entered a Participation Agreement in exchange for funding for well development costs. The contract requires that participants pay Hell Creek Crude LLC the contract price upon execution of the agreement. The funds received in advance of the drilling of a well from a working interest participant are held for the expressed purpose of drilling, completing and equipping a well. If something changes, the Company may designate these funds for a substitute well. Under certain conditions, a portion of these funds may be required to be returned to a participant. The funds are used to satisfy the well development costs. Laredo classifies these funds prior to commencement of well development as restricted cash based on guidance codified as under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 230-10-50-8. In the event that progress payments are made from these funds, they are recorded as Oil and Gas Acquisition Costs.
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheet that sum to the total of the same amounts shown in the statement of cash flows.
| May 31, 2024 | May 31, 2023 | |||||||
| Cash and cash equivalents | $ | 127,126 | $ | 13,754 | ||||
| Restricted cash | 1,863,063 | - | ||||||
| $ | 1,990,189 | $ | 13,754 | |||||
Restricted cash is recorded with respect to the advance funding for well development in accordance with the Participation Agreement. See Note 1. These funds are restricted for use for the development of the first well in the Midfork field.
Prepaid expenses and other current assets - Prepaid expenses and other current assets are primarily comprised of prepaid legal fees which are recorded as expense upon work performance and prepaid directors’ and officers’ insurance which is recorded and amortized to expense over the 12-month contract life.
Oil and gas acquisition and drilling costs - Oil and gas acquisition and drilling costs include expenditures representing investments in unproved and unevaluated properties and include non-producing leasehold, leasehold or drilling interest costs, and costs to drill one exploratory well. Exploratory drilling costs are deferred until the outcome of the well is known. If an exploratory well finds proved reserves, the deferred costs are transferred to the company’s Wells and Related Equipment and Facilities accounts. Costs are reviewed annually to determine if impairment has occurred. As a result of the uncertainty surrounding successful well completion and the availability of future funding to develop our acquired mineral rights, we are not providing disclosures until we have proved reserves requiring such disclosures. As part of our annual impairment analysis and in conjunction with our annual financial audit, the Company decided to take an accounting impairment charge to reduce the asset value of the Olfert #11-4 well to salvage value, retroactive to May 31, 2023. Although we still are working to put the well into production, it has been two years since the well was shut-in in September 2022 pending gaining access to a proximate salt-water disposal well making the well economically viable. In conjunction with the Texakoma agreement, two wells have been drilled but are unevaluated pending successful and economical disposal of water encroachment encountered. As they currently are not producing economical volumes of crude oil and in the absence of a reserve report identifying proved reserves, the Company has impaired those investments. Unevaluated properties lease and bonus costs are capitalized while landman and legal cost of acquiring properties are expensed as incurred.
Subsequent to the impairment, the Company has recorded oil and gas acquisition and drilling costs totaling $610,663 and $306,690 as of May 31, 2024 and 2023, respectively.
| May 31, | May 31, | |||||||
| 2024 | 2023 (restated) | |||||||
| Intangible and tangible drilling costs | $ | 382,259 | $ | - | ||||
| Lease acquisition costs | 228,404 | 306,690 | ||||||
| Oil and gas acquisition and drilling costs | $ | 610,663 | $ | 306,690 | ||||
F-13
NOTE 4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
Property and equipment - The carrying value of the Company’s property and equipment represents the cost incurred to acquire the property and equipment, net of any impairments. For business combinations, property and equipment cost is based on the fair values at the acquisition date. Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets. Estimated useful lives of five to seven years are used for vehicles and machinery. Realization of the carrying value of property and equipment is reviewed for possible impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Assets are determined to be impaired if a forecast of undiscounted estimated future net operating cash flows directly related to the asset, including disposal value, if any, is less than the carrying amount of the asset. If any asset is determined to be impaired, the loss is measured as the amount by which the carrying amount of the asset exceeds its fair value. Repairs and maintenance costs are expensed in the period incurred. During 2024, the Company disposed drilling equipment for $175,000 which had been previously impaired to $0. In 2023, the Company recorded non-cash proceeds related to the disposal of vehicles and equipment totaling $97,760 to satisfy unpaid salary to a related party. In August 2022, the Company repaid the principal and interest on a related party note totaling $138,000, in exchange for property, plant and equipment. The two equipment disposals in fiscal year 2023 resulted in a gain totaling $74,225 which is recognized in additional paid in capital due to the related party nature of the transactions.
The depreciation recorded for the year ended May 31, 2024 and 2023 was $17,929 and $37,252.
| May 31, | May 31, | |||||||
| 2024 | 2023 | |||||||
| Vehicles and equipment | $ | 193,766 | $ | 193,766 | ||||
| Less: Accumulated depreciation | 58,267 | 40,338 | ||||||
| Property and equipment, net | $ | 135,499 | $ | 153,428 | ||||
Asset retirement obligations - The Company records a liability for Asset Retirement Obligations (“AROs”) associated with its oil and gas wells when the legal obligation arises. The corresponding cost is capitalized as an asset and included in the carrying amount of oil and gas properties and is depleted over the useful life of the properties. Subsequently, the ARO liability is accreted to its then-present value.
Inherent in the fair value calculation of an ARO are numerous assumptions and judgments including the ultimate settlement amounts, inflation factors, credit adjusted discount rates, timing of settlement, and changes in the legal, regulatory, environmental, and political environments. To the extent future revisions to these assumptions impact the fair value of the existing ARO liability, a corresponding adjustment is made to the oil and gas property balance. Settlements greater than or less than amounts accrued as ARO are recorded as a gain or loss upon settlement.
Debt issue costs - Costs incurred in connection with the issuance of long-term debt are presented as a direct deduction from the carrying value of the related debt and amortized over the term of the related debt.
Fair value of financial instruments - Fair value is defined as the amount that would be received from the sale of an asset or paid for the transfer of a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are classified and disclosed in one of the following categories:
| ● | Level 1 – Unadjusted quoted prices in active markets for identical assets and liabilities in active markets and have the highest priority. |
| ● | Level 2 – Inputs other than quoted prices included within Level I that are observable for the asset or liability, either directly or indirectly. |
| ● | Level 3 – Unobservable inputs for the financial asset or liability and have the lowest priority. |
The carrying value of cash, accounts receivable, other current assets, accounts payable, accrued liabilities, as reflected in the consolidated balance sheets, approximate fair value, due to the short-term maturity of these instruments. The carrying value of notes payable approximates their fair value due to immaterial changes in market interest rates and the Company’s credit risk since issuance of the instruments or due to their short-term nature.
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505-50, Equity - Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees shall be based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction should be determined at the earlier of performance commitment date or performance completion date.
F-14
NOTE 4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
Income taxes - The Company accounts for income taxes by the asset and liability method in accordance with FASB ASC 740, Income Taxes. Under this method, current income taxes are recognized for the estimated income taxes payable for the current year. Deferred income tax assets and liabilities are recognized in the current year for temporary differences between the tax and accounting bases of assets and liabilities as well as for the benefit of losses available to be carried forward to future years for tax purposes that are likely to be realized. In addition, a valuation allowance is established to reduce any deferred tax asset for which it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized.
In addition, the Company utilizes the two-step approach to recognizing and measuring uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company recognizes interest and penalties accrued on unrecognized tax benefits within general and administrative expense. To the extent that accrued interest and penalties do not ultimately become payable, amounts accrued will be reduced and reflected as a reduction in general and administrative expenses in the period that such determination is made.
Reclassifications - Certain amounts previously presented for prior periods have been reclassified to conform to the current presentation. The reclassifications had no effect on net loss, working capital or equity previously reported.
Recently issued accounting pronouncements - The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
NOTE 5 – ACCOUNTING FOR ASSET RETIREMENT AND ENVIRONMENTAL OBLIGATIONS
The Company accounts for its asset retirement obligations in accordance with Accounting for Asset Retirement and Environmental Obligations. This requires that legal obligations associated with the retirement of long-lived assets be recognized at fair value when incurred and capitalized as part of the related long-lived asset. Over time, the liability is accreted to its present value each period, and the capitalized asset is depreciated over the useful life of the long-lived asset.
In the absence of quoted market prices, the Company estimates the fair value of our asset retirement obligations using present value techniques, in which estimates of future cash flows associated with retirement activities are discounted using a credit-adjusted risk-free rate. The Company’s estimated liability could change significantly if actual costs vary from assumptions or if governmental regulations change significantly.
The Company’s cash flow estimate for the asset retirement obligation is based upon the assumption of a 25-year expected life of the well, discounted using a credit-adjusted risk-free interest rate of 10%.
The Company’s asset retirement obligation was established in May 2022, when it commenced drilling the Olfert#11-4 well in the Lustre oil field. In connection with the uncertainties surrounding the viability of the Olfert#11-4 well and the resulting impairment of the long-term assets, the Company recorded the full estimated value of the related asset retirement obligation. In fiscal 2024, the Company recorded an additional asset retirement obligation based on their working interest in two additional wells and recorded $36,322 as impairment expense. The Company’s accretion expense totaling $0 and $59,310 was recorded in the years ending May 31, 2024 and 2023, respectively. On May 31, 2024 and May 31, 2023, the asset retirement obligation totaled $157,394 and $121,072, respectively.
NOTE 6 – PAYROLL LIABILITIES
The Company has accrued payroll liabilities to record amounts owed under employee contracts but not paid when due. The Company has been cash constrained for most of its existence and has asked key officers to defer portions of salary until Company cash flows improve or there is a liquidity event. Cash amounts paid are subtracted from contractual obligations and the remaining amounts due are recorded as payroll liabilities. Both the Company’s CEO and CFO have agreed to defer salaries owed under their contracts and are recorded as payroll liabilities.
NOTE 7 – DEFERRED WELL DEVELOPMENT COSTS
The Company records investor investments in individual oil wells as a liability totaling $4,551,577 and $1,799,260 as of May 31, 2024 and 2023, respectively. Several agreements involving net working interests stipulate that a high percentage of oil revenue is distributed to investors until the original investment is recovered. As well related cash is distributed to investors, the liability balance declines proportionally until the original investment is recovered. Thereafter, most contracts specify that the distribution ratio reverts to a 50/50 split. The balance recorded shows amounts invested in wells Olfert 11-4 and Reddig 11-21, both located in Valley County, Montana.
F-15
NOTE 8 – FAIR VALUE MEASUREMENTS
Fair Value of Financial Instruments
The carrying values of cash and cash equivalents, restricted cash, accounts and other receivables, accounts payable and accrued current liabilities approximate their fair values due to the short-term nature of the instruments.
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
The estimated fair value of oil and gas properties and the asset retirement obligation incurred in the drilling of oil and gas wells or assumed in the acquisitions of additional oil and gas working interests are based on an estimated discount cash flow model and market assumptions. The significant Level 3 assumptions used in the calculation of estimated discounted cash flow model include future commodity prices, projections of estimated quantities of oil and gas reserves, expectations for timing and amount of future development, operating and asset retirement costs, projections of future rates of production, expected recovery rates and risk adjusted discount rates. See Note 4 for additional information regarding oil and gas property acquisitions.
Laredo estimates the fair value of asset retirement obligations based on the projected discounted future cash outflows required to settle abandonment and restoration liabilities. Such an estimate requires assumptions and judgments regarding the existence of liabilities, the amount and timing of cash outflows required to settle the liability, what constitutes adequate restoration, inflation factors, credit adjusted discount rates, and consideration of changes in legal, regulatory, environmental and political environments. Abandonment and restoration cost estimates are determined in conjunction with Laredo’s reserve engineers based on historical information regarding costs incurred to abandon and restore similar well sites, information regarding current market conditions and costs, and knowledge of subject well sites and properties. Asset retirement obligation fair value measurements in the current period were Level 3 fair value measurements. As further described in Note 5, the Company recognizes the fair value of a liability for an asset retirement obligation in the period in which it is incurred if a reasonable estimate of fair value can be made. Asset retirement obligations are not measured at fair value subsequent to initial recognition.
NOTE 9 – EARNINGS/(LOSS) PER SHARE
Basic and diluted earnings/(loss) per share is computed by dividing net income/(loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings/(loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings/(loss) per share excludes all potential common shares if their effect is anti-dilutive. For the years ended May 31, 2024 and 2023, respectively, options to purchase 21,100,000 and 5,925,000 shares of common stock, and 312,109 and 9,052,453 shares underlying convertible debt outstanding, were not included in the computation of diluted earnings/(loss) per share because they were anti-dilutive.
| For the Year Ended | ||||||||
| May 31, | ||||||||
| 2024 | 2023 (Restated) | |||||||
| Numerator - net loss attributable to common stockholders | $ | (2,867,299 | ) | $ | (7,889,908 | ) | ||
| Denominator - weighted average number of common shares outstanding | 69,263,157 | 57,073,239 | ||||||
| Basic and diluted earnings/(loss) per common share | $ | (0.04 | ) | $ | (0.14 | ) | ||
NOTE 10 – RELATED PARTY TRANSACTIONS
Transactions between related parties are considered to be related party transactions even though they may not be given accounting recognition. FASB ASC 850, Related Party Disclosures (“FASB ASC 850”) requires that transactions with related parties that would make a difference in decision making shall be disclosed so that users of the consolidated financial statements can evaluate their significance. Related party transactions typically occur within the context of the following relationships:
| ● | Affiliates of the entity; |
| ● | Entities for which investments in their equity securities is typically accounted for under the equity method by the investing entity; |
| ● | Trusts for the benefit of employees; |
| ● | Principal owners of the entity and members of their immediate families; |
| ● | Management of the entity and members of their immediate families. |
| ● | Other parties that can significantly influence the management or operating policies of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. |
F-16
NOTE 10 – RELATED PARTY TRANSACTIONS - continued
On April 4, 2022, Cat Creek, in which the Company has an equity investment, loaned the Company $136,479 at a market rate of interest. In August 2022, the Company repaid the principal amount of the note, and accrued interest, in exchange for property, plant and equipment.
In accordance with the NPI Agreement, between October 2021 and August 2022, Olfert #11-4 Holdings transferred funds totaling $1,859,195 to Lustre, the Company’s wholly owned subsidiary, to provide funds for drilling expenses incurred by Lustre with respect to the development of one well.
On June 22, 2022, the Company assigned the right to purchase up to 356,243 of the 500,000 membership interests in Olfert #11-4 to the Company’s Chief Financial Officer (CFO”) in exchange for his payment of $356,243 of the Company’s capital commitment to Olfert #11-4. On August 15, 2022, the CFO purchased another 109,590 membership interests in the Olfert #11-4 well for $109,590 associated with a capital call to pay additional development costs.
On November 27, 2023, the Company entered into an Amended and Restated Demand Promissory Note, (the “Demand Note”), and an Amended and Restated Membership Interest Pledge Agreement, (the “Lustre Pledge Agreement”) with the Company’s Chief Financial Officer. Under the Demand Note, the Company promises to pay on demand the principal sum of all disbursements made to the Company up to $400,000 plus interest accrued at an annual rate of 10%. As of May 31, 2024, the aggregate amount of advances, excluding accrued interest, was $292,099. The Demand Note is secured by all of the Company’s interests in Lustre, pursuant to the terms of the Lustre Pledge Agreement.
As disclosed in Note 11, in May 2023 the Company received funds pursuant to a Stock Purchase Agreement with Mr. Adamo, an accredited investor to purchase 6,062,886 restricted shares of the Company’s common stock at a purchase price of $0.0441 per share, totaling $267,320. As a result of this investment, he holds greater than 5% of the Company’s outstanding shares. Prior to becoming a shareholder, in November 2022, Mr. Adamo also invested $100,000 pursuant to the Secured Convertible Debt under the terms as disclosed in Note 13.
Executive Compensation
Compensation Summary for Executive Officers
The following table sets forth compensation paid or accrued by us for the last two years ended May 31, 2024 and 2023 with regard to individuals who served as the Principal Executive Officer, the Principal Financial Officer and for executive officers receiving compensation in excess of $100,000 during these fiscal periods.
| Name and Principal Position | Fiscal Year | Salary($) | Bonus($) | Option Awards($) |
All Other Compensation($) |
Total($) | ||||||||||||||||
| Mark See (1) | 2024 | 525,000 | - | 285,046 | - | 810,046 | ||||||||||||||||
| Chief Executive Officer and Chairman of the Board | 2023 | 525,000 | - | - | - | 525,000 | ||||||||||||||||
| Bradley E. Sparks (2) | 2024 | 415,000 | - | 299,879 | - | 714,879 | ||||||||||||||||
| Chief Financial Officer, Treasurer and Director | 2023 | 415,000 | - | - | - | 415,000 | ||||||||||||||||
| (1) | In fiscal year 2024, Mr. See’s salary includes $30,358 in cash payments and $494,642 of deferred compensation. In fiscal year 2023, Mr. See’s salary included $212,888 in cash payments, his receipt of equipment valued at $97,760 and $214,352 for deferred compensation. As of May 31, 2024, Mr. See has cumulative deferred compensation of $972,774. |
| (2) | The amounts shown in 2024 include $30,358 of salary paid in cash and $384,642 in deferred compensation. In fiscal 2023, Mr. Sparks’ salary includes $167,019 of cash payments and $247,981 of deferred compensation. As of May 31, 2024, Mr. Sparks has cumulative deferred compensation of $2,101,563. |
Named Executive Officers Compensation and Termination of Employment Provisions
Mark See Pursuant to a letter agreement dated October 16, 2009, and subsequently amended, between us and Mr. See, we pay Mr. See an annual base salary of $495,000 (which, together with previously approved allowances for Mr. See equaling $30,000, is an aggregate of $525,000 per year). If Mr. See is terminated by us without “Cause” (as such term is defined in the letter agreement) or if Mr. See terminates his employment with us for “Good Reason” (as such term is defined in his change in control agreement), we will pay severance to Mr. See equal to 100% of his then-current annualized base salary, and any bonuses earned, paid out on a pro rata basis over our regular payroll schedule over the two-year period following the effective date of such termination, provided that if such termination occurs within 12 months after a Change of Control, such two-year period shall be increased to a three-year period. In addition, Mr. See will continue to receive all applicable benefits under our standard benefits plans currently available to other senior executives, for a period not to exceed 24 months following the termination of his employment.
F-17
NOTE 10 – RELATED PARTY TRANSACTIONS - continued
Beginning January 1, 2020, the annual cash salary compensation payable to Mr. See was increased from $485,000 to $498,580 per year (which, together with previously approved allowances for Mr. See equaling $30,000, is an aggregate of $528,580 per year). Amounts received above Mr. See’s $495,000 contract salary reduces his cumulative deferred compensation, and amounts received below the $495,000 contract salary increase deferred compensation.
For calendar year 2021, we paid Mr. See as follows: (a) $100,000 in cash on or before January 7, 2021, less applicable withholding taxes; and (b) four (4) equal cash installments of $99,645, less applicable withholding taxes, with the first payment made on or before January 15, 2021, the second payment made on or before April 8, 2021, the third payment payable on or before July 8, 2021 and the fourth payment on or before October 8, 2021. In consideration of the payments described above, Mr. See waived any obligations we had to pay for any severance benefits included in the letter agreement dated October 16, 2009 referenced above, and such letter was terminated effective December 31, 2021. Effective January 1, 2022, our Board of Directors reinstated the terms of the letter agreement with Mr. See that was in place on December 30, 2020.
In November and December 2023, our Board of Directors awarded Mr. See fully vested options to purchase 4,925,000 shares of our common stock at $0.066 per share. These were issued to augment and replace earlier option grants that had expired. The options expire in November and December 2033.
As of May 31, 2024, Mr. See has $972,774 of deferred compensation owed to him under his contract, which is the cumulative difference between his contract salary and the actual cash compensation he has received thereunder through May 31, 2024.
Bradley Sparks Pursuant to a letter agreement dated October 20, 2009, as amended, we pay Mr. Sparks an annual base salary of $385,000 (which, together with previously approved annual payments for Mr. Sparks equaling $30,000, is an aggregate of $415,000 per year). If Mr. Sparks is terminated by us without “Cause” (as such term is defined in the letter agreement) or if Mr. Sparks terminates his employment with us for “Good Reason” (as such term is defined in the change in letter agreement),, we will pay Mr. Sparks severance equal to 100% of his then-current annualized base salary, and any bonuses earned, paid out on a pro rata basis over our regular payroll schedule over the two-year period following the effective date of such termination; provided, however, that if such termination occurs within 12 months after a Change of Control, such two-year period is increased to a three-year period. In addition, Mr. Sparks will continue to receive all applicable benefits under our standard benefits plans currently available to other senior executives, for a period not to exceed 24 months following the termination of employment.
For calendar year 2021, we paid Mr. Sparks as follows: four (4) equal cash installments of $96,250, less applicable withholding taxes, with the first payment made on or before January 15, 2021; the second payment made on or before April 8, 2021, the third payment made on or before July 8, 2021 and the fourth payment made on or before October 8, 2021. In consideration of the payments above, Mr. Sparks waived our obligations to pay for any severance benefits included in his letter agreement referenced above and terminated the letter agreement effective December 31, 2021. Effective January 1, 2022, our Board of Directors reinstated the terms of the letter agreement that was in place on December 30, 2020.
In June 2023, our Board of Directors awarded Mr. Sparks fully vested options to purchase 6,500,000 shares of our common stock at $0.06 per share. The award comprised a vested options award to purchase 5,000,000 shares and an award to purchase 1,500,000 shares to replace an award dated May 28, 2022 to purchase 1,500,000 shares which was canceled. The options expire on June 23, 2033.
As of May 31, 2024, we owe Mr. Sparks $2,101,563 of cumulative deferred compensation under his letter agreement with us with respect to his compensation. The amount owed under the letter agreement is the cumulative difference between the amount of compensation we owe Mr. Sparks under the agreement and the actual cash compensation he has received under his agreement with us.
Outstanding equity awards as of May 31, 2024:
| (a) Name and Principal Position |
(b) Number of Securities Underlying Unexercised Options Exercisable |
(e) Option Exercise Price ($) |
(f) Option Expiration Date | |||||||
| Bradley E. Sparks CFO, Treasurer & Director |
6,500,000 | 0.06 | June 23, 2033 | |||||||
| Mark See CEO and Board Chairman |
4,925,000 | 0.066 | Nov & Dec 2033 | |||||||
On May 19, 2023, we approved the Laredo Oil, Inc. 2023 Equity Incentive Plan. The Equity Incentive Plan was filed with the Securities and Exchange Commission on Form S-8 on June 14, 2023 authorizing the number of shares available for issuance thereunder to an aggregate of 20,000,000 shares. The plan will expire ten years after inception, or on May 19, 2033.
In February 2011, we approved the Laredo Oil, Inc. 2011 Equity Incentive Plan. The Equity Incentive Plan was filed with the Securities and Exchange Commission on Form S-8 on November 8, 2011, and was amended in December 2014 to increase the number of shares available for issuance thereunder to an aggregate of 15,000,000 shares. The plan expired in February 2021 and has one grant still in effect for 1,100,000 shares at an exercise price of $0.38 per shares and which expires on January 2, 2025.
F-18
NOTE 10 – RELATED PARTY TRANSACTIONS - continued
Director Compensation
| (a) Name |
(b) Fees Earned or Paid in Cash ($) |
(c) Stock Awards ($) |
(d) Option Awards ($) |
(j) Total ($) |
||||||||||||
| Donald Beckham | 50,000 | - | 60,020 | 110,020 | ||||||||||||
| Michael H. Price | 50,000 | - | 60,020 | 110,020 | ||||||||||||
Historically, the compensation for each non-employee member of our Board of Directors has been as follows: quarterly cash payment of $12,500 payable mid-quarter in arrears, 500,000 shares of restricted common stock vesting in three equal installments over three years, and fully vested in fiscal 2016. We also reimburse directors for all reasonable expenses associated with attendance at meetings of our Board of Directors. During the last quarter of fiscal year 2022, we suspended cash payments to directors indefinitely. However, such payments were accrued for future payment. During fiscal years 2023 and 2024, no cash payments to directors were made, but were accrued for future payment. On June 23, 2023, we granted fully vested options to purchase 1,500,000 shares of our common stock to each of Mr. Beckham and Mr. Price and simultaneously cancelled the 500,000 option grants to each dated May 28, 2022. Since they are executive officers, Messrs. See and Sparks receive no additional compensation for serving on the Board of Directors.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth as of August 29, 2024, the name and address and the number of shares of the Company’s common stock, with a par value of $0.0001 per share, held of record or beneficially by each person who held of record, or was known by the Company to own beneficially, more than 5% of the issued and outstanding shares of the Company’s common stock, and the name and shareholdings of each executive officer, director and of all officers and directors as a group.
| Name and Address of Beneficial Owner |
Nature of Ownership (1) |
Amount of Beneficial Ownership (1) |
Percent of Class | |||||||
| Bedford Holdings, LLC 44 Polo Drive Big Horn, WY 82833 |
Direct | 12,829,269 | 13.6 | % | ||||||
| Darlington, LLC (2) P.O. Box 723 Big Horn, WY 82833 |
Direct | 5,423,138 | 5.8 | % | ||||||
| Mark See (3) 2021 Guadalupe Street, Suite 260 Austin, Texas 78705 |
Direct | 36,021,676 |
38.2 |
% | ||||||
| Bradley E. Sparks (4) 2021 Guadalupe Street, Suite 260 Austin, Texas 78705 |
Direct | 9,324,857 | 9.9 | % | ||||||
| Robert Adamo 2021 Guadalupe Street, Suite 260 Austin, Texas 78705 |
Direct | 6,662,886 | 7.1 | % | ||||||
| Donald Beckham (5) 2021 Guadalupe Street, Suite 260 Austin, Texas 78705 |
Direct | 3,150,000 | 3.3 | % | ||||||
| Michael H. Price (6) 2021 Guadalupe Street, Suite 260 Austin, Texas 78705 |
Direct | 2,050,000 | 2.2 | % | ||||||
| All Directors and Officers as a Group (4 persons) | Direct | 50,546,533 | 53.7 | % | ||||||
| (1) | All shares owned directly are owned beneficially and of record, and such stockholder has sole voting, investment and dispositive power, unless otherwise noted. Amounts of beneficial ownership include all options to purchase common stock expected to be vested within 60 days after the filing date of this Annual Report on Form 10-K. |
| (2) | These shares are owned by the spouse of Mr. See, and Mr. See has a proxy from Mrs. See to vote the shares. |
| (3) | Includes 12,829,269 shares owned by Mr. See through Bedford Holdings, LLC, 5,423,138 shares owned by Mrs. See through Darlington, LLC, and fully vested options to purchase 4,925,000 shares of common stock at $0.066 per share. |
| (4) | Includes fully vested options to purchase 6,500,000 shares of common stock at $0.06 per share. |
| (5) | Includes fully vested options to purchase 1,100,000 shares of common stock at $0.38 per share and 1,500,000 shares of common stock at $0.06 per share. |
| (6) | Includes fully vested options to purchase 1,500,000 shares of common stock at $0.06 per share. |
F-19
NOTE 10 – RELATED PARTY TRANSACTIONS - continued
Securities authorized for issuance under equity compensation plans
The following table provides information as of May 31, 2024 concerning the issuance of equity securities with respect to compensation plans under which our equity securities are authorized for issuance.
Equity Compensation Plan Information
| Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) |
Weighted –average exercise price of outstanding options, warrants and rights ($) (b) |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) (c) |
|||||||||
| Equity compensation plans approved by security holders (1) | 20,000,000 | 0.061 | 0 | (2) | ||||||||
| Total | 20,000,000 | 0.061 | 0 | |||||||||
| (1) | Effective May 19, 2023, the holders of a majority of the shares of our common stock took action by written consent to approve our 2023 Equity Incentive Plan, or the “2023 Plan.” Stockholders then owning an aggregate of 31,096,676 shares, or 59.8% of the then issued and outstanding shares of our Common Stock, approved the matter. The 2023 Plan and corresponding agreements are exhibits to our Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 14, 2023. The 2023 Plan reserved 20,000,000 shares of our common stock for issuance to eligible recipients. |
| (2) | During fiscal year 2024, we granted options to purchase 20,000,000 shares of common stock to employees and contractors. The aforementioned options were issued under the 2023 Equity Incentive Plan, which authorized 20,000,000 shares of our common stock reserved for issuance for directors, employees and contractors. |
NOTE 11 – STOCKHOLDERS’ DEFICIT
Share Based Compensation
The Company made two option grants to the Chief Executive Officer. One grant for the purchase of 1,000,000 shares of Company’s common stock at a price of $0.066 per share was made on December 13, 2023 and the second option grant for the purchase of 3,925,000 shares of Company’s common stock at a price of $0.06 per share was made on November 27, 2023. The options vested completely at time of grant.
The Company made grants of options for the purchase of 15,075,000 shares of the Company’s common stock, at a price of $0.06 per share, during the first quarter of fiscal year 2024. The grants were issued under the Laredo Oil, Inc. 2023 Equity Incentive Plan, which became effective with the filing of a Registration Statement on Form S-8 on June 14, 2023. Except for an option to purchase 1,100,000 shares of common stock, at a price of $0.38 per share, all options previously granted under the Laredo Oil, Inc. 2011 Equity Incentive Plan, totaling 4,825,000 shares, were terminated and replaced by grants under the new incentive plan.
Options to purchase 650,000 shares of common stock at a price of $0.19 per share were granted during the first quarter of fiscal year 2023. The options vested immediately and expire on June 2, 2032. Option grants for the purchase of 1,600,000 shares of common stock at a price of $0.074 per share were made during the first quarter of fiscal year 2022. The options vest monthly over three years beginning August 1, 2021 and expire on August 1, 2031. These options were canceled on June 29, 2023.
The Black-Scholes option pricing model is used to estimate the fair value of options granted under our stock incentive plan.
The fair value of the stock option grants, as of the respective grant date, during the years ending May 31, 2024 and 2023 amounted to approximately $1,006,156 and $123,487, respectively. The weighted average assumptions used in calculating these values were based on the following:
| 2024 | 2023 | |||||||
| Risk-free interest rate | 3.99 | % | 2.94 | % | ||||
| Expected dividend yield | 0 | % | 0 | % | ||||
| Expected volatility | 281.3 | % | 315.1 | % | ||||
| Expected life of options | 5.0 years | 6.0 years | ||||||
The risk-free interest rate is based upon the U.S. Treasury interest rate in effect at the time of grant for a bond with a similar term. The Company does not anticipate declaring dividends in the foreseeable future. Volatility is estimated based on the historical share prices over the same period as the expected life of the stock options. The Company uses the simplified method for determining the expected term of its stock options.
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NOTE 11 – STOCKHOLDERS’ DEFICIT - continued
The Company recorded share-based compensation for stock option grants totaling $1,006,156 and $161,984 in general, selling and administrative expense during the year ended May 31, 2024 and 2023, respectively.
Stock Options
As of May 31, 2024 and 2023, there were 0 and 618,776 unvested and unrecognized shares. As of May 31, 2023, unrecognized compensation cost related to nonvested stock options amounted to $45,287.
The following table summarizes information about options granted during the years ended May 31, 2024 and 2023:
| Number of Shares | Weighted Average Exercise Price | |||||||
| Balance, May 31, 2022 | 5,275,000 | $ | 0.16 | |||||
| Options granted and assumed | 650,000 | 0.19 | ||||||
| Options expired | - | - | ||||||
| Options cancelled, forfeited | - | - | ||||||
| Options exercised | - | - | ||||||
| Balance, May 31, 2023 | 5,925,000 | $ | 0.16 | |||||
| Options granted and assumed | 20,000,000 | 0.06 | ||||||
| Options expired | - | - | ||||||
| Options cancelled, forfeited | (4,825,000 | ) | 0.16 | |||||
| Options exercised | - | - | ||||||
| Balance, May 31, 2024 | 21,100,000 | $ | 0.08 | |||||
All stock options are exercisable upon vesting. As of May 31, 2024 and 2023, respectively there were 21,100,000 and 5,306,224 vested options outstanding.
As of May 31, 2024 and 2023, 21,100,000 and 5,925,000 options are outstanding at a weighted average exercise price of $0.08 and $0.16, respectively.
Restricted Stock
In May 2023 the Company received funds pursuant to a Stock Purchase Agreement with an accredited investor to purchase 6,062,886 restricted shares of the Company’s common stock at a purchase price of $0.0441 per share, totaling $267,320. The shares have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state, and were issued to the investor in reliance upon exemptions from such registration. The investor is aware of the provisions of Rule 144 promulgated under the Securities Act.
The Company entered into a financial advisory agreement, dated July 21, 2022 (the “Advisory Agreement”), pursuant to which the Company engaged Dawson James Securities, Inc. (“Dawson”) to render services as a corporate finance consultant. The term of the Advisory Agreement is twelve months from the date of the Advisory Agreement, unless terminated by either party with 30 days prior written notice to the other party, beginning 60 days following the date of the Advisory Agreement. Under the terms of the Advisory Agreement, Dawson will provide advice to the Company concerning business and financial planning, corporate organization and structure, private and public equity and debt financing, and such other matters as the parties may mutually agree.
As compensation to Dawson for the services provided under the Advisory Agreement, the Company is obligated to pay Dawson $30,000 per calendar quarter, with the first such payment being paid one day after the date of execution, and each subsequent payment being due three months after the previous payment. The Company made the first $30,000 payment in July 2022. The Company also agreed to issue to Dawson 2,600,000 shares of the Company’s common stock, payable in four installments of (i) 1,000,000 shares issued within three business days after the date of the Advisory Agreement, (ii) 550,000 shares for the subsequent quarter, and (iii) 525,000 shares for each of the remaining two quarters of the term of the Advisory Agreement. The first 1,000,000 restricted shares were issued in July 2022. During the twelve months ending May 31, 2023, the Company recorded advisory service fees totaling $160,000 with respect to the 1,000,000 shares of the Company’s common stock issued pursuant to the Advisory Agreement. After the first $30,000 payment and issuance of 1,000,000 shares of common stock, the Advisory Agreement has been suspended indefinitely.
In April 2022, the Company entered into a consulting agreement with an individual for corporate structuring and strategic planning and compliance services. Pursuant to this agreement, the Company agreed to compensate the consultant with cash and restricted shares of the Company’s common stock, which shares vest equally over the 12-month term of the consulting agreement. During the twelve months ending May 31, 2023, the Company recorded $27,257 in professional fees with respect to the issuance of the first two tranches of 272,474 restricted shares. The consulting agreement was terminated in July 2022.
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NOTE 11 – STOCKHOLDERS’ DEFICIT - continued
Warrants
During the third fiscal quarter ended on February 29, 2024, the Company issued 1,000,000 warrants to purchase common stock at a strike price of $0.06 per share and 260,870 warrants to purchase common stock at a strike price of $0.23 per share. No other warrants were issued during fiscal year 2024 or during fiscal year 2023. The grant date fair value of the stock warrants during the year ending May 31, 2024 totaled $96,768. The Black-Scholes option pricing model is used to estimate the fair value of warrants granted. The weighted average assumptions used in calculating these values included a 3.98% risk free interest rate, a 0% expected dividend yield, a 278.1% expected volatility and a 5 year expected life.
NOTE 12 – NET PROFITS INTEREST AGREEMENT
In January 2022, the Company and Lustre executed the NPI Agreement with Erehwon and Olfert Holdings, to be effective as of November 24, 2021. The NPI Agreement was executed for the purpose of funding the Olfert Well under the Erehwon APA. The NPI Agreement grants Olfert Holdings an “Applicable Percentage” of available funds from the Olfert Well in exchange for Olfert Holdings funding development of the Olfert Well. The “Applicable Percentage” is defined in the NPI Agreement as 90% prior to Payout and 50% after Payout, with “Payout” being defined as the point in time when the aggregate of all Net Profits Interest payments made to Olfert Holdings under the NPI Agreement equals 105% of the well development costs. In January 2022, the Company entered into an Amended and Restated Limited Liability Company Operating Agreement of Olfert Holdings, dated to be effective as of November 2021 (the “Olfert Holdings Operating Agreement”). Pursuant to the Olfert Holdings Operating Agreement, the Company agreed to make a $500,000 capital contribution, out of a total of $1,500,000 to be raised by Olfert Holdings. During October and November of 2021, the Company received advance payments totaling $1.0 million from four investors, through Lustre, pursuant to the NPI Agreement. The Company was credited with $59,935 of well development costs as part of its capital contribution under the Olfert Holding Operating Agreement. In May 2022, a vendor made an in-kind capital contribution of $83,822 to Olfert Holdings in the form of services rendered. In June 2022, the Company’s Chief Financial Officer invested $356,243 in Olfert Holdings pursuant to the NPI Agreement. These three contributions fulfilled the Company’s initial capital contribution commitment under the Olfert Holdings Operating Agreement. On August 3, 2022, the Company, as Manager of Olfert Holdings, issued a capital call to the investors in Olfert Holdings for payment of an additional $461,440 to cover expenses that Lustre is obligated to pay pursuant to the NPI Agreement. As of May 31, 2024, the investors had paid $358,747 of that capital call. As of May 31, 2024, Lustre had incurred approximately $3,300,000 related to the development of the Olfert Well. The Olfert Well has exceeded its original budget, and there are certain construction costs that have not been satisfied. To pay the amounts owed, the Company issued another capital call to the investors in Olfert Holdings to pay an additional $1.7 million. The investors do not have an obligation to make further investments, and Olfert Holdings did not raise the requested additional amount from that capital call. Subsequently, several unpaid contractors have attached mechanic liens on the Olfert Well. Three creditors have filed a lawsuit for payment against Lustre, the operator of the Olfert Well in Montana. The Company believes that the Olfert Well is still economically viable, and it intends to attempt to raise sufficient additional capital for Olfert Holdings, complete the Olfert Well, and pay all amounts owed to contractors.
In connection with the NPI Agreement, the Company was credited with a contribution totaling $59,935 of well development costs under an agreement with Olfert Holdings. The initial investment in Olfert Holdings recorded by the Company was $19,435. The difference between the $59,935 contribution recorded by Olfert Holdings and the $19,435 investment recorded by the Company is due to the Company’s investment being recorded at the carrying value of the assets contributed by the Company. In connection with the August 2022 capital call, the Company contributed an additional $18,438 to Olfert Holdings resulting in a 4.2% interest in Olfert Holdings as of May 31, 2024. As the Company currently serves as the manager of Olfert Holdings, the Company exercises significant influence over Olfert Holdings.
As part of our annual impairment analysis and in conjunction with our annual financial audit, we decided to take an accounting impairment charge to reduce the asset value of the Olfert #11-4 well to salvage value, if any. Although we still are working to put the well into production, it has been two years since the well was shut-in in September 2022 pending gaining access to a proximate salt-water disposal well making the well economically viable. Although the asset carrying value has been reduced, we will continue to investigate options to complete the well and bring it into production.
NOTE 13 – NOTES PAYABLE
Convertible Debt
On December 29, 2023, the Company entered into a Securities Purchase Agreements with an accredited investor, pursuant to which the Company issued a convertible promissory note in the principal amount of $60,500, receiving $50,000 in net cash proceeds. The convertible promissory notes had an original issue discount of $5,500. An additional $5,000 of debt issue costs were deducted from the gross proceeds to the Company. The total of $10,500 recorded by the Company as debt discount is being amortized using the effective interest method through the maturity dates of the convertible promissory note. The convertible note is due one year from the date of issuance, accrues interest at 8% per annum (22% upon the occurrence of an event of default) and is convertible after 180 days into shares of the Company’s common stock at a discount of 25% to the average of the three lowest bid prices during the 15 trading days immediately preceding the conversion.
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NOTE 13 – NOTES PAYABLE - continued
On November 27, 2023, the Company entered into a Securities Purchase Agreement with an accredited investor, pursuant to which the Company issued a convertible promissory note in the principal amount of $66,000, receiving $55,000 in net cash proceeds. The convertible promissory note had an original issue discount of $6,000. Further, $5,000 debt issue costs were deducted from the gross proceeds. The total of $11,000 recorded as debt discount is being amortized using the effective interest method through the maturity dates of the convertible promissory note. The convertible note is due in one year from the date of issuance, accrues interest at 8% per annum (22% upon the occurrence of an event of default) and is convertible after 180 days into shares of the Company’s common stock at a discount of 25% of the average of the three lowest closing bid prices during the 15 trading days immediately preceding the conversion. On May 28, 2024 and May 30, 2024, the note was converted into 174,675 shares of the Company’s common stock at an average price of $0.393 per share in full satisfaction of the note. No gain or loss was recognized from the transaction.
On September 6, 2023, the Company entered into a Securities Purchase Agreement with an accredited investor, pursuant to which the Company issued a convertible promissory note in the principal amount of $71,225, receiving $60,000 in net cash proceeds. The convertible promissory note had an original issue discount of $6,475. Further $4,750 debt issue costs were deducted from the gross proceeds. The total of $11,225 recorded as debt discount is being amortized using the effective interest method through the maturity dates of the convertible promissory note. The convertible note is due in one year from the date of issuance, accrues interest at 8% per annum (22% upon the occurrence of an event of default) and is convertible after 180 days into shares of the Company’s common stock at a discount of 25% of the average of the three lowest closing bid prices during the 15 trading days immediately preceding the conversion. On March 14, 2024 and March 15, 2024, the note was converted into 343,385 shares of the Company’s common stock at an average price of $0.21572 per share in full satisfaction of the note. No gain or loss was recognized from the transaction.
In March, April and May of 2023, the Company entered into Securities Purchase Agreements with an accredited investor, pursuant to which the Company issued three convertible promissory notes in the aggregate principal amount of $212,025 (the “Convertible Notes”), receiving $180,000 in net cash proceeds. The Convertible Notes had an original issue discount of $19,275. The Company deducted $12,750 in additional debt issue costs from the gross proceeds it received from the Convertible Notes. The Company is amortizing a total of $32,025 recorded as debt discount using the effective interest method through the maturity dates of the Convertible Notes. The Convertible Notes are due in one year from the date of issuance, accrue interest at 8% per annum (22% upon the occurrence of an event of default) and are convertible 180 days after issuance into shares of the Company’s common stock at a discount of 25% (30% for the April 2023 note) of the average of the three lowest closing bid prices during the 15 trading days immediately preceding the conversion. During September 2023, the Company converted the $70,125 in principal and $2,805 in accrued interest pursuant to a Convertible Note dated March 1, 2023. To satisfy the obligation, the Company issued to the noteholder 1,398,760 shares of the Company’s common stock, at an average price of $0.05214 per share. No gain or loss was recognized from the transaction. In November 2023, the Company converted $59,675 in principal and $2,387 in accrued interest for settlement of the note issued in April and also converted $34,000 as a partial principal settlement of the note issued in May of 2023. As settlement of the notes, the Company issued to the noteholder 2,505,743 shares of the Company’s common stock at an average price of $0.03833 per share. No gain or loss was recognized from the transaction. In December 2023, the Company converted an additional $48,225 in principal and $3,289 in accrued interest to stock satisfying payment of the note issued in May through issuance of 1,350,396 shares of the Company’s common stock to the noteholder at an average price of $0.038147 per share. No gain or loss was recognized from the transaction. All of these notes have been satisfied in full.
In November of 2022, the Company entered into Securities Purchase Agreements with two accredited investors, pursuant to which the Company issued two convertible promissory notes in the aggregate principal amount of $140,250 (the “Convertible Notes”), receiving $120,000 in net cash proceeds. The Convertible Notes had an original issue discount of $12,750. The Company deducted $7,500 in additional debt issue costs from the gross proceeds it received from the Convertible Notes. The Company is amortizing a total of $20,250 recorded as debt discount using the effective interest method through the maturity dates of the Convertible Notes. The Convertible Notes are due one year from the date of issuance, accrue interest at 8% per annum (22% upon the occurrence of an event of default) and are convertible 180 days after issuance into shares of the Company’s common stock at a discount of 25% of the average of the three lowest closing bid prices during the 15 trading days immediately preceding the conversion on one note and at a discount of 25% at the lowest closing bid price during the 15 trading days immediately preceding the conversion. In May 2023, the Company repaid $140,250 in principal and $27,410 in related accrued interest and prepayment penalty interest pursuant to the two separate Convertible Notes.
In October 2022, the Company entered into a Securities Purchase Agreement with an accredited investor, pursuant to which the Company issued a convertible promissory note in the principal amount of $55,000, receiving $45,000 in net cash proceeds. The note had an original issue discount of $5,000. An additional $5,000 in debt issue costs were deducted from the gross proceeds from the note. The total of $10,000 recorded as debt discount is being amortized using the effective interest method through the maturity dates of the note. The note is due one year after the date of issuance, accrues interest at 12% per annum (22% upon the occurrence of an event of default) and is convertible after 180 days into shares of the Company’s common stock at a discount of 30% to the lowest closing bid price during the 15 trading days immediately preceding the conversion. During April and May of 2023, the Company satisfied the $55,000 in principal and $10,372 in related accrued interest and prepayment penalty interest. To satisfy the obligation, in addition to the interest payments, the Company repaid $23,360 principal in cash and converted $31,640 of principal owed to 1,000,000 shares of the Company’s common stock at an average price of $0.03164 per share. No gain or loss was recognized from the transaction.
On September 6, 2022, the Company entered into a Securities Purchase Agreement with an accredited investor, pursuant to which the Company issued a convertible promissory note in the principal amount of $97,625, receiving $85,000 in net cash proceeds. The convertible promissory note had an original issue discount of $8,875, and $3,750 in debt issue costs were deducted from the gross proceeds. The total of $12,625 recorded as debt discount is being amortized using the effective interest method through the maturity dates of the convertible promissory note. The convertible promissory note is due in one year from the date of issuance, accrues interest at 8% per annum (22% upon the occurrence of an event of default) and is convertible after 180 days into shares of the Company’s common stock at a discount of 25% from the average of the three lowest closing bid prices during the 15 trading days immediately preceding the conversion. During March and April of 2023, the Company repaid the $97,625 in principal and $4,279 in accrued interest pursuant to the Convertible Note by issuing to the noteholder 1,902,039 shares of the Company’s common stock, at an average price of $0.05358 per share. No gain or loss was recognized from the transaction.
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NOTE 13 – NOTES PAYABLE - continued
In December of 2021, and March and April of 2022, the Company entered into Securities Purchase Agreements with an accredited investor, pursuant to which the Company issued three convertible promissory notes in the aggregate principal amount of $222,750, receiving $191,250 in net cash proceeds (the “Convertible Notes”). The Convertible Notes had an original issue discount of $20,250. Additional debt issue costs of $11,250 were deducted from the gross proceeds from the Convertible Notes. The Company is amortizing a total of $31,250 recorded as debt discount using the effective interest method through the maturity dates of the Convertible Notes. The Convertible Notes are due in one year from the date of issuance, accrue interest at 8% per annum (22% upon the occurrence of an event of default) and are convertible 180 days after issuance into shares of the Company’s common stock at a discount of 25% of the average of the three lowest closing bid prices during the 15 trading days immediately preceding the conversion. As of May 31, 2022, the Company determined the value associated with the beneficial conversion feature in connection with the issuance of the Convertible Notes resulted in a further increase in the debt discount of $55,918, which will be amortized using the effective interest method through the dates the notes are initially convertible. The additional debt discount was subsequently reversed during the first quarter of fiscal 2023 pursuant to the adoption of ASU 2020-06 as follows. During October and November 2022, the Company converted $114,125 of principal and $4,150 of accrued interest of the single Convertible Note entered into on April 14, 2022 for 1,468,042 shares of the Company’s common stock, at an average price of $0.0806 per share. No gain or loss was recognized from the transaction. On September 2, 2022 the Company repaid the single Convertible Note entered into on March 1, 2022. The repayment totaled $64,088, comprised of $53,625 principal and $10,463 in related accrued interest and prepayment penalty interest. The Company recorded the related deferred debt discount and debt issue costs, totaling $4,371, as interest expense. On June 27, 2022, the Company repaid the single Convertible Note entered into in December 2021. The repayment totaled $65,745, comprised of $55,000 in principal and $10,745 in related accrued interest and prepayment penalty interest. The Company recorded the related deferred debt discount and debt issue costs, totaling $4,435, as interest expense.
In August 2020, the FASB issued ASU 2020-06, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. Entities should adopt the guidance as of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period. This accounting standard update, which was adopted by the Company effective June 1, 2022, impacts the ongoing accounting of the convertible notes.
The Company adopted this standard using the modified retrospective method of transition and applied the guidance to transactions outstanding as of the beginning of the current fiscal year on June 1, 2022. Transactions that were settled (or expired) during prior reporting periods are unaffected. The cumulative effect of the change is recognized as an adjustment to the opening balance of retained earnings at the date of adoption. Due to the adoption of this accounting standard update under the modified retrospective method, prior periods were not restated. Upon adoption, the Company recorded a $16,200 cumulative-effect adjustment that increased the opening balance of retained earnings on the consolidated balance sheet due to the reduction in non-cash interest expense associated with the historical separation of debt and equity components for the Company’s Convertible Notes. The Company also recorded a $39,718 increase to convertible debt and a decrease to additional paid-in capital of $55,918 due to no longer separating the embedded conversion feature of the Convertible Notes. This adoption did not have a material impact on the Company’s consolidated statement of cash flows.
The Company has the right to prepay the Convertible Notes at any time during the first six months the Convertible Notes are outstanding at the rate of (a) 110% of the unpaid principal amount of such note plus interest, during the first 120 days the note is outstanding, and (b) 115% of the unpaid principal amount of such note plus interest between days 121 and 180 after the issuance date of the note. The Convertible Notes may not be prepaid after the 180th day following the issuance date unless the applicable note holders agree to such repayment and such terms.
The Company agreed to reserve the number of shares of its common stock that may be issuable upon conversion of the Convertible Notes while the Convertible Notes are outstanding.
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NOTE 13 – NOTES PAYABLE - continued
The Convertible Notes provide for standard and customary events of default, such as failing to timely make payments under the Convertible Notes when due, the failure of the Company to timely comply with the Securities Exchange Act of 1934 reporting requirements and the failure to maintain a listing on the OTC Markets. The Convertible Notes also contain customary positive and negative covenants. The Convertible Notes include penalties and damages payable to the noteholders in the event the Company does not comply with the terms of the Convertible Notes, including in the event the Company does not issue shares of common stock to the noteholders upon conversion of the Convertible Notes within the time periods set forth therein. Additionally, upon the occurrence of certain defaults, as described in the Convertible Notes, the Company is required to pay the noteholders liquidated damages in addition to the amount owed under the Convertible Notes (including in some cases up to 300% of the amount of the applicable Convertible Note).
At no time may the Convertible Notes be converted into shares of the Company’s common stock if such conversion would result in the noteholders and their affiliates owning shares representing in excess of 4.99% of the then outstanding shares of the Company’s common stock.
The proceeds from the Convertible Notes could be used by the Company for general corporate purposes.
12% Secured Promissory Note
On March 23, 2023, an individual accredited investor paid the Company the aggregate amount of $100,000 for a Secured Promissory Note, (the “Note”). The Note will accrue interest on the outstanding principal sum at the rate of 12.0% per annum and has a maturity date of March 23, 2024. Interest will be due and payable monthly in arrears. The Note is secured by certain equipment owned by the Company pursuant to a Security Agreement with the Lender. On May 23, 2023, the Note was increased by $83,000 to an aggregate principal amount of $183,000. During June, July and August, 2023, the investor contributed an additional $102,061 under the Note, bringing the aggregate principal amount to $285,061. On November 24, 2023, the investor added another $25,000 to the Note bringing the total principal outstanding to $310,061.
12% Nine Month Promissory Note
On May 22, 2024, the Company entered into a Securities Purchase Agreement with an accredited investor pursuant to which the Company issued a 12% promissory note in the principal amount of $94,580 receiving $75,000 in net cash proceeds. The promissory note had an original issue discount of $14,580. In addition, $5,000 of debt issue costs were deducted from the gross proceeds to the Company. The promissory note is due February 28, 2025 and is repaid with the first installment of $52,964.50 due November 30, 2024 and three equal installments of $17,655 starting December 30, 2024. In the event of default (including a missed payment), the note is convertible at the option of the investor into shares of the Company’s common stock at a discount of 39% from the lowest closing bid price during the ten trading days immediately preceding the conversion date.
On February 22, 2024, the Company entered into a Securities Purchase Agreement with an accredited investor pursuant to which the Company issued a 12% promissory note in the principal amount of $66,000 receiving $50,000 in net cash proceeds. The promissory note had an original issue discount of $11,000. In addition, $5,000 of debt issue costs were deducted from the gross proceeds to the Company. The promissory note is due November 30, 2024 and is repaid with the first installment of $36,960 due August 30, 2024 and three equal installments of $12,320 starting September 30, 2024. In the event of default (including a missed payment), the note is convertible at the option of the investor into shares of the Company’s common stock at a discount of 39% from the lowest closing bid price during the ten trading days immediately preceding the conversion date.
13% Nine Month Promissory Note
On December 11, 2023, the Company entered into a Securities Purchase Agreement with an accredited investor pursuant to which the Company issued a 13% promissory note in the principal amount of $74,750 receiving $60,000 in net cash proceeds. The promissory note had an original issue discount of $9,750. In addition, $5,000 of debt issue costs were deducted from the gross proceeds to the Company. The promissory note is due September 15, 2024 and is repaid in nine equal installments of $9,385.23 with the first payment due January 15, 2024. In the event of default (including a missed payment), the note is convertible at the option of the investor into shares of the Company’s common stock at a discount of 35% from the lowest closing bid price during the ten trading days immediately preceding the conversion date. The balance owed on May 31, 2024 was $37,540 and $46,926 was repaid during fiscal year 2024.
15% Nine Month Promissory Note
On October 26, 2023, the Company entered into a Securities Purchase Agreement with an accredited investor, pursuant to which the Company issued a promissory note in the principal amount of $97,750 and received $80,000 in net cash proceeds. The promissory note had an original issue discount of $12,750 and $5,000 in debt issue costs were deducted from the gross proceeds. The Company is amortizing the total of $17,750 recorded as debt discount using the effective interest method through the maturity dates of the convertible promissory note. The note is due nine months following the date of issuance and accrues interest at 15% per annum (22% upon the occurrence of an event of default). Accrued, unpaid interest and outstanding principal is due in nine equal monthly payments of $12,490.23, starting on November 30, 2023. In the event of default (including a missed payment), the note is convertible at the option of the investor into shares of the Company’s common stock at a discount of 35% from the lowest closing bid price during the ten trading days immediately preceding the conversion date. On May 31, 2024, the balance owed was $24,980 with the last payment due July 30, 2024.
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NOTE 13 – NOTES PAYABLE - continued
12% One Year Promissory Notes
On May 20, 2022, the Company entered into a Securities Purchase Agreement with an accredited investor, pursuant to which the Company issued a promissory note in the principal amount of $200,200 and received $175,000 in net cash proceeds. On January 5, 2023, the note was satisfied in full with a final cash payment of $67,266. The promissory note had an original issue discount of $21,450 and $3,750 in debt issue costs were deducted from the gross proceeds. The Company was amortizing the total of $25,200 recorded as debt discount using the effective interest method through the maturity dates of the convertible promissory note. The note was due one year following the date of issuance and accrued interest at 12% per annum (22% upon the occurrence of an event of default). Accrued, unpaid interest and outstanding principal was due in ten equal monthly payments of $22,422.40, starting on July 15, 2022. The total amount of $224,224 was paid in fiscal year 2023.
On January 5, 2023, the Company entered into a Securities Purchase Agreement with an accredited investor, pursuant to which the Company issued a promissory note in the principal amount of $197,313, receiving $150,000 in net cash proceeds. The convertible promissory note had an original issue discount of $21,450, and an additional $3,750 in debt issue costs were deducted from the gross proceeds. The total of $25,200 recorded as debt discount is being amortized using the effective interest method through the maturity date of the convertible promissory note. The note is due one year following the date of issuance and accrues interest at 12% per annum (22% upon the occurrence of an event of default) and upon event of default are convertible at 75% of the lowest closing bid price during the 10 trading days immediately preceding the conversion. Accrued, unpaid interest and outstanding principal is due in ten equal monthly payments of $22,099.10, starting on February 15, 2023. The note and accrued interest were repaid in full and the note canceled with the last and final payment made November 2023.
Promissory Note
The Company entered into a Secured Promissory Note, dated June 28, 2022 (the “Secured Note”), with the initial principal amount of $750,000. The Secured Note is payable to Cali Fields LLC (the “Lender”). The Secured Note accrues interest on the outstanding principal sum at the rate of 15.0% per annum. The Company may prepay the Secured Note in whole or in part, without penalty, with any such payment being applied first to any accrued and unpaid interest, and then to the principal amount. The Secured Note has a maturity date of December 31, 2023. As of May 31, 2023 and 2024 the note is recorded as current and outstanding. Starting on January 1, 2024, the Company is accruing interest at the rate of 18.0% per annum.
As partial consideration for the Lender’s advance of the principal amount of the Secured Note, the Company agreed to pay the Lender a quarterly revenue royalty equal to 0.5% of the consolidated revenue of the Company and its consolidated subsidiaries from the production of oil, gas, gas liquids and all other hydrocarbons, recognized by the Company during the most recent calendar quarter during the “Royalty Period,” from June 1, 2022 through May 31, 2027.
The Secured Note is secured by the Company’s fifty percent (50%) interest in Cat Creek.
Secured Convertible Debt
The Company entered into a Note Purchase Agreement dated September 23, 2022 (the “Note Purchase Agreement”), for the issuance of secured convertible promissory notes in the aggregate principal amount of up to $7,500,000. The notes are secured by the membership interest in Hell Creek Crude, LLC, a wholly owned subsidiary of the Company. Pursuant to this Note Purchase Agreement, during September, October and November 2022, the Company issued four promissory notes in the aggregate principal amount of $290,000 and accrued interest at 10% per annum, later increased to 12% per annum. In December 2022, January 2023 and February 2023, the Company issued three additional promissory notes totaling $250,000. During June 2023 and August 2023, the Company entered into an additional $85,000 of secured convertible promissory notes increasing the aggregate principal issued to $625,000. Under the Note Purchase Agreement, the Company may issue additional promissory notes, up to the $7,500,000 total principal amount. The promissory notes accrue interest on the outstanding principal sum at the rate of 12.0% per annum, payable quarterly starting September 30, 2023, and are convertible into the Company’s common stock at a conversion price of $1.00 per share. The notes issued under the Note Purchase Agreement have a maturity date of September 30, 2025. In January 2024, noteholders contributed $575,000 of their notes plus accrued interest of $73,695 to the Participation Agreement pertaining to the three well drilling program in the Midfork Field in Montana (See Footnote 1). The notes were exchanged for a net working interest in the well and will participate in cash flows produced by the first well drilled. In the event of a dry hole, the notes will be reinstated at $648,204 and accrue interest on that amount thereafter.
Revolving Note
On May 25, 2022, the Company entered into a Revolving Credit Note (the “Revolving Note”) with AEI Management, Inc. (“AEI”), with a maximum draw amount of $1,500,000.00. In May 2022 and June 2022, the Company borrowed $62,858 and $48,000, respectively, under the Revolving Note. The Revolving Note had a maturity date of May 1, 2023, or such later date as requested by the Company and agreed in writing by AEI in its sole discretion. On May 22, 2023, the Revolving Note principal of $110,858 and accrued interest of $19,510 was paid and the Revolving Note canceled.
F-26
NOTE 13 – NOTES PAYABLE - continued
Alleghany Notes
Schedule of Notes Payable – Related Party
| May 31, | May 31, | |||||||
| 2024 | 2023 | |||||||
| Total note payable – Alleghany | $ | 617,934 | $ | 617,934 | ||||
| Less amounts classified as current | 617,934 | 617,934 | ||||||
| Note payable – Alleghany, net of current portion | $ | - | $ | - | ||||
During the fiscal year ended May 31, 2011, the Company entered into two Loan Agreements with Alleghany Capital for a combined available borrowing limit of $350,000. The notes accrued interest on the outstanding principal of $350,000 at the rate of 6% per annum, with an amended due date of December 31, 2020.
In connection with the SORC Purchase Transaction, the notes were amended, restated and consolidated into one note including all accrued interest through December 31, 2020, for a total of $631,434 (the “Senior Consolidated Note”) with a maturity date of June 30, 2022. The Senior Consolidated Note requires any stock issuances for cash be utilized to pay down the outstanding loan balance unless written consent is obtained from Alleghany. As part of the SORC Purchase Agreement, the Company agreed to secure repayment of the Senior Consolidated Note with certain equipment and to reduce the note balance with any proceeds received from any sales of such equipment. During the five months ending May 31, 2021, the Company repaid $13,500 of the Senior Consolidated Note upon the sale of certain equipment. The note bore no interest until January 1, 2022 whereupon the interest rate increased to 5% per annum through maturity. Principal with all accrued and unpaid interest is due at maturity. In connection with the SORC acquisition purchase price allocation, the Company recorded a debt discount totaling $30,068 in recognition of imputed interest on the Senior Consolidated Note, to be amortized over the first year of the note term. The debt discount has been fully amortized as of December 31, 2021. In August 2022, the Company entered an amendment to the Senior Consolidated Note whereby the maturity date of the loan was extended to December 31, 2023 in exchange for an interest rate to 8% per annum commencing July 1, 2022. Further, the revenue royalty as defined in the Purchase Agreement increased from 5% to 6% as the loan was not paid prior to December 31, 2022. As of May 31, 2024 and May 31, 2023, the Senior Consolidated Note is recorded as current and remains outstanding.
Paycheck Protection Program Loan
| May 31, | May 31, | |||||||
| 2024 | 2023 | |||||||
| Total PPP Loan | $ | 954,112 | $ | 986,598 | ||||
| Less amounts classified as current | 66,379 | 449,624 | ||||||
| PPP loan, excluding current portion | $ | 887,733 | $ | 536,974 | ||||
On April 28, 2020, the Company entered into a Note (the “Note”) with IBERIABANK for $1,233,656 pursuant to the terms of the Paycheck Protection Program (“PPP”) authorized by the Coronavirus Aid, Relief, and Economic Security (CARES) Act (“CARES Act”) In June 2020, the Flexibility Act which amended the CARES Act was signed into law. Pursuant to the Flexibility Act, the Note continues to accrue interest on the outstanding principal sum at the rate of 1% per annum. In addition, the initial two-year Note term has been extended to five years through mutual agreement with IBERIABANK as allowed under Flexibility Act provisions.
In February 2021, the Company drew an additional $1,233,655 under the PPP Second Draw Loans, bringing the total principal borrowed to $2,467,311. The additional draw is under the same terms and conditions as the first PPP loan.
The Flexibility Act also provides that if a borrower does not apply for forgiveness of a loan within 10 months after the last day of the measurement period (“covered period”), the PPP loan is no longer deferred and the borrower must begin paying principal and interest. In addition, the Flexibility Act extended the length of the covered period from eight weeks to 24 weeks from receipt of proceeds, while allowing borrowers that received PPP loans before June 5, 2020 to determine, at their sole discretion, a covered period of either 8 weeks or 24 weeks.
No interest or principal will be due during the deferral period, although interest will continue to accrue over this period. As of May 31, 2022, interest totaling $15,353 is recorded in accrued interest on the accompanying consolidated balance sheets. After the deferral period and after considering any loan forgiveness applicable to the Note, any remaining principal and accrued interest will be payable in substantially equal monthly installments over the remaining term of the Note.
F-27
NOTE 13 – NOTES PAYABLE - continued
The Company did not provide any collateral or guarantees for the loan, nor did the Company pay any facility charge to obtain the loan. The Note provides for customary events of default, including, among others, those relating to failure to make payment, bankruptcy, breaches of representations and material adverse effects. The Company may prepay the Note at any time without payment of any penalty or premium.
The Company applied for forgiveness of the first PPP note and in July 2021 received notice that $1,209,809 of the $1,233,656 note payable balance has been forgiven. The portion of the loan forgiven has been recorded as income from the extinguishment of its loan obligation as of the date when the Company is legally released from being the primary obligor in accordance with ASC 405-20-40-1. Monthly payments commenced on September 1, 2021 and as of May 31, 2024, the Company owes $5,264 with respect to the remaining balance on the first Note.
In April 2022, the Company applied for partial forgiveness of the PPP Second Draw Loan and received notice that $67,487 of the principal and related interest balance has been forgiven and is recorded as income from the extinguishment of the loan obligation. Monthly payments of $26,752 commenced on June 3, 2022. The Company was in arrears on payments on the second PPP Note and on December 5, 2023 entered into a Payment Plan arrangement for the PPP Second Draw Loan. Under the terms of the Plan, the Company agreed to pay the SBA the principal amount of $979,178 and 180 monthly payments of $5,860 which includes interest. The Company made the first payment under the Plan in December 2023. If the Company does not make the payments described in the Plan pursuant to the terms of the Plan, the entire remaining amount will be subject to collection activities by the Department of Treasury. The Company may also be subject to additional accrued interest and collection fees of 30% or more if it does not make the payments pursuant to the Plan. As of May 31, 2024, the Company is current and compliant with the restructured payment plan. As of May 31, 2024, the Company owes $948,848 with respect to the remaining balance on the Second Note.
Cat Creek Note:
On April 4, 2022, Cat Creek, in which the Company has an equity investment, loaned the Company $136,479 at a market rate of interest. In August 2022, the Company repaid the principal amount of the note, and accrued interest, in exchange for property, plant and equipment.
NOTE 14 – PROVISION FOR INCOME TAXES
We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. Per the authoritative literature when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carryforwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carryforward period.
The Company has not taken any tax positions that, if challenged, would have a material effect on the consolidated financial statements for the twelve-months ended May 31, 2024 and 2023. The Company’s tax returns for the fiscal years ended May 31, 2016 through 2023 remain subject to examination by the tax authorities.
The components of the Company’s deferred tax asset as of May 31, 2024 and 2023 are as follows:
| 2024 | 2023 | |||||||
| Net operating loss | $ | 1,375,147 | $ | 1,189,613 | ||||
| Stock compensation | 536,041 | 387,402 | ||||||
| Impairment loss | 975,020 | 963,143 | ||||||
| Deferred compensation | 646,241 | 456,576 | ||||||
| Other | 10,996 | 15,055 | ||||||
| Valuation allowance | (3,543,445 | ) | (3,011,789 | ) | ||||
| Net deferred tax asset | $ | - | $ | - | ||||
A reconciliation of income taxes computed at the statutory rate to the income tax amount recorded is as follows:
| 2024 | 2023 | |||||||
| Tax at statutory rate (21%) | $ | (602,133 | ) | $ | (1,656,881 | ) | ||
| Effect of non-taxable and non-deductible permanent differences | 62,653 | (7,334 | ) | |||||
| Effect of change in statutory tax rate | - | - | ||||||
| Other | 7,824 | (11,720 | ) | |||||
| Increase/(decrease) in valuation allowance | 531,656 | 1,675,935 | ||||||
| Net deferred tax asset | $ | - | $ | - | ||||
The net federal operating loss carry forward will expire between 2030 and 2044. This carry forward may be limited upon the consummation of a business combination under IRC Section 381.
F-28
NOTE 15 – COMMITMENTS AND CONTINGENCIES
Leases
No office leases currently extend beyond one year. Rent expense amounted to $775 and $645 for each of the years ending May 31, 2024 and 2023.
Litigation
On March 20, 2023, Capex Oilfield Services, Inc. (“Capex”) filed a lawsuit against Lustre in the Montana Tenth Judicial District Court, Petroleum County, demanding payment of $377,190 plus interest and collection costs for services provided by Capex to drill the Olfert 11-4 well. On January 29, 2024, the court issued a Stipulated Judgment and Order in favor of Capex for $354,267.29 plus interest in the amount of $79,224.89 plus future accruing costs and interest of 18% per annum. The same day, Lustre entered into a Payment Arrangement Plan to pay $5,000 per month until the judgement is satisfied. As of May 31, 2024 and 2023, respectively, the estimated amounts due to Capex totaling $428,379 and $385,211 have been recorded in accounts payable.
On May 18, 2023, Capstar Drilling, Inc.(“Capstar”) filed a lawsuit against Lustre in the Montana Seventeenth Judicial District Court, Valley County, demanding payment of $298,050 plus interest and collection costs for services provided by Capstar to drill the Olfert 11-4 well. On July 18, 2024, the court issued a Order to Adopt Stipulation to Judgment in favor of Capstar in the sum of $276,815 principal balance, plus interest in the amount of $49,675,plus court costs for a total judgment of $326,650 with post judgment interest of 10% per annum. As of May 31, 2024 and 2023, respectively, the estimated amounts due to Capstar totaling $333,354 and $299,244 have been recorded in accounts payable.
On August 29, 2023, Warren Well Service, Inc. (“Warren Well”) filed a lawsuit against Lustre in the Montana Seventeenth Judicial District Court, Valley County, demanding payment of $164,235 plus interest and collection costs for services provided by Warren Well to drill the Olfert 11-4 well. A trial date has been set for November 19, 2024 and Lustre intends to negotiate ongoing payment terms with Warren Well prior to that date. As of May 31, 2024 and 2023, respectively, the estimated amounts due to Warren Well totaling $196,679 and $177,792 have been recorded in accounts payable.
On September 16, 2024, Lustre has acquired three saltwater disposal wells in Valley County, Montana and will attempt to dewater and bring the Olfert 11-4 well into production as soon as practical and reimburse all unpaid vendors, including Capex, Capstar and Warren Well, from proceeds from such production.
Except as set forth above, the Company is not currently involved in any other legal proceedings, and it is not aware of any other pending or potential legal actions.
Revenue Royalty
On May 18, 2023, Capstar Drilling, Inc.(“Capstar”) filed a lawsuit against Lustre in the Montana Seventeenth Judicial District Court, Valley County, demanding payment of $298,050 plus interest and collection costs for services provided by Capstar to drill the Olfert 11-4 well. On July 18, 2024, the court issued a Order to Adopt Stipulation to Judgment in favor of Capstar in the sum of $276,815 principal balance, plus interest in the amount of $49,675,plus court costs for a total judgment of $326,650 with post judgment interest of 10% per annum.
In accordance with the Secured Note, the Company agreed to pay the Lender a revenue royalty of 0.5% on consolidated revenue of the Company arising from the direct production of oil and gas. The royalty period extends from June 1, 2022 through May 31, 2027.
NOTE 16 – EQUITY METHOD INVESTMENTS
Cat Creek Holdings
On June 30, 2020, Laredo Oil, Inc. (“Laredo”) entered into a Limited Liability Company Agreement (the “LLC Agreement”) of Cat Creek Holdings LLC (“Cat Creek”), a Montana limited liability company formed as a joint venture for the purchase of certain oil and gas properties in the Cat Creek Field in Petroleum and Garfield Counties in the State of Montana (the “Cat Creek Properties”). In accordance with the LLC Agreement, Laredo invested $448,900 in Cat Creek for 50% of the ownership interests in Cat Creek using cash on hand. Each of Lipson Investments LLC and Viper Oil & Gas, LLC, the other two members of Cat Creek, have ownership interests in Cat Creek of 25% in consideration of their respective investments of $224,450. Cat Creek will be managed by a Board of Directors consisting of four directors, two of which shall be designated by Laredo.
Cat Creek entered into an Asset Purchase and Sale Agreement (the “Purchase Agreement”) with Carrell Oil Company (“Seller”) on July 1, 2020 for the purchase of the Cat Creek Properties from Seller. On September 21, 2020, upon resolving the purchase contingency under the Purchase Agreement, the Seller received consideration of $400,000, taking into effect certain adjustments resulting from pre- and post-effective date revenue, expense, and allocations.
Based on uncertain economic benefits in the future as evidenced by several years of non-profitable results, during the fourth quarter of fiscal year 2023, the Company decided to write down the remaining investment balance totaling $249,493 to show it has no future value.
F-29
NOTE 16 – EQUITY METHOD INVESTMENT - continued
Olfert 11-4 Holdings
In connection with the NPI Agreement, the Company was credited with a contribution totaling $59,935 of well development costs under an agreement with Olfert Holdings. The initial investment in Olfert Holdings recorded by the Company was $19,435. The difference between the $59,935 contribution recorded by Olfert Holdings and the $19,435 investment recorded by the Company is due to the Company’s investment being recorded at the carrying value of the assets contributed by the Company. In connection with the August 2022 capital call, the Company contributed an additional $18,438 to Olfert Holdings resulting in a 4.2% interest in Olfert Holdings as of February 29, 2024. As the Company currently serves as the manager of Olfert Holdings, the Company exercises significant influence over Olfert Holdings. Accordingly, the amount the Company paid to Olfert Holdings was recorded as an equity method investment.
Based on uncertain economic benefits in the future as evidenced by several years of non-profitable results, the Company wrote down the investment totaling $37,630 to reflect no future value.
NOTE 17 – SUBSEQUENT EVENTS
On September 16, 2024, Lustre Oil Company, LLC acquired the Cranston salt-water disposal well (“SWD”) and two additional shut-in wells that will be converted into SWD wells, all located in Valley County, Montana.
On July 1, 2024, the Company paid $69,190 to prepay and extinguish the convertible promissory note entered into on December 29, 2023 which would have become convertible into the Company’s common stock on July 3, 2024.
Between May 31, 2024 and September 13, 2024, the Company has raised $525,000 through the issuance of 1,172,093 shares of the Company’s common stock at an average price of $0.447917 per share.
F-30
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECURITIES EXCHANGE ACT OF 1934
RULE 13a-14(a) OR 15d-14(a)
I, Mark See, Chief Executive Officer of Laredo Oil, Inc., certify that:
| 1. | I have reviewed this annual report on Form 10-K for the of Laredo Oil, Inc., the registrant; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: September 30, 2024 | |
| /s/ Mark See | |
| Mark See | |
| Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECURITIES EXCHANGE ACT OF 1934
RULE 13a-14(a) OR 15d-14(a)
I, Bradley E. Sparks, Chief Financial Officer and Treasurer of Laredo Oil, Inc., certify that:
| 1. | I have reviewed this annual report on Form 10-K for the of Laredo Oil, Inc., the registrant; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: September 30, 2024 | |
| /s/ Bradley E. Sparks | |
| Bradley E. Sparks | |
| Chief Financial Officer and Treasurer | |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Laredo Oil, Inc. on Form 10-K for the year ended May 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark See, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
| (1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| /s/ Mark See | |
| Mark See | |
| Chief Executive Officer | |
| Date: September 30, 2024 | |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Laredo Oil, Inc. on Form 10-K for the year ended May 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bradley E. Sparks, Chief Financial Officer and Treasurer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
| (1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| /s/ Bradley E. Sparks | |
| Bradley E. Sparks | |
| Chief Financial Officer and Treasurer | |
| Date: September 30, 2024 | |
EXHIBIT 99.1
IN ACCORDANCE WITH THE TEMPORARY HARDSHIP EXEMPTION PROVIDED BY RULE 201 OF REGULATION S-T, THE DATE BY WHICH THE INTERACTIVE DATA FILE IS REQUIRED TO BE SUBMITTED HAS BEEN EXTENDED BY SIX BUSINESS DAYS.