OKMN 10-Q
Okmin Resources, Inc. (OKMN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(MARK ONE)
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended |
|
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:
| (Exact Name of Registrant as specified in its charter) |
| (State of Incorporation) | (I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
| (Registrant’s telephone number, including area code) |
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. ☒
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 (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller Reporting Company | |
| Emerging growth company |
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.
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered |
| None | N/A | N/A |
As of June 24, 2024, there were shares of the registrant’s common stock, $0.0001 par value per share, issued and outstanding.
OKMIN RESOURCES INC.
FORM 10-Q
March 31, 2024
TABLE OF CONTENTS
| PART I – FINANCIAL INFORMATION | ||
| Item 1. | Financial Statements | 1 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 11 |
| Item 3. | Qualitative and Quantitative Disclosures about Market Risk | 16 |
| Item 4. | Controls and Procedures | 16 |
| PART II – OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 18 |
| Item 1A. | Risk Factors | 18 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 18 |
| Item 3. | Defaults Upon Senior Securities | 18 |
| Item 4. | Mine Safety Disclosures | 18 |
| Item 5. | Other Information | 18 |
| Item 6. | Exhibits | 19 |
| SIGNATURES | 20 |
i
FORWARD LOOKING STATEMENTS
This report contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this report. Additionally, statements concerning future matters are forward-looking statements.
Although forward-looking statements in this report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the headings “Risks Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K, in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-Q, and information contained in other reports that we file with the Securities and Exchange Commission (“SEC”). You are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.
We file reports with the SEC. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us.
We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this quarterly report, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.
Unless otherwise indicated, references in this report to “we,” “us” or the “Company” refer to Okmin Resources, Inc. and its subsidiaries.
ii
PART 1 – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
OKMIN RESOURCES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| March 31, | June 30 | |||||||
| 2024 | 2023 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Production revenue receivable | ||||||||
| Prepaid expenses | ||||||||
| Total current assets | ||||||||
| Oil and gas properties, net | ||||||||
| Black Rock Joint Venture | ||||||||
| Other assets and restricted cash | ||||||||
| Total non current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued liabilities | ||||||||
| Accrued liabilities – related party | ||||||||
| Total current liabilities | ||||||||
| Long term liabilities: | ||||||||
| Note payable | ||||||||
| Accrued interest payable | ||||||||
| Total long term liabilities | ||||||||
| Total liabilities | ||||||||
| Stockholders’ Equity: | ||||||||
| Preferred Stock, $ par value, shares authorized, shares issued and outstanding at March 31, 2024 and June 30, 2023 | ||||||||
| Common stock, $ par value, shares authorized, and , respectively, issued and outstanding at March 31, 2024 and June 30, 2023 | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
See accompanying notes to the unaudited consolidated financial statements.
| 1 |
OKMIN RESOURCES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months | Three Months | Nine Months | Nine Months | |||||||||||||
| Ended | Ended | Ended | Ended | |||||||||||||
| March 31, 2024 | March 31, 2023 | March 31, 2024 | March 31, 2023 | |||||||||||||
| Revenue | ||||||||||||||||
| Oil and gas sales | $ | $ | $ | $ | ||||||||||||
| Cost of revenue | ||||||||||||||||
| Gross profit | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative expense | ||||||||||||||||
| Depreciation, depletion & amortization | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other Income | ||||||||||||||||
| Interest income | ||||||||||||||||
| Loss before taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for income taxes | ||||||||||||||||
| Net loss | ( | ) | $ | ( | ) | ( | ) | $ | ( | ) | ||||||
| Net income (loss) per share | ||||||||||||||||
| Basic | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average number of shares outstanding | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
See accompanying notes to the unaudited consolidated financial statements.
| 2 |
OKMIN RESOURCES INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
For the Three and Nine Months Ended March 31, 2024 and 2023
(Unaudited)
| Preferred Stock | Common Stock | Additional Paid-In | Accumulated | Stockholders’ | |||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Equity/(Deficit) | |||||||||||||||||||||
| Balance, June 30, 2022 | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||
| Shares issued for cash | — | ||||||||||||||||||||||||||
| Shares issued for services | — | ||||||||||||||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | |||||||||||||||||||||
| Balance, September 30, 2022 | ( | ) | |||||||||||||||||||||||||
| Shares issued for cash | — | ||||||||||||||||||||||||||
| Shares issued for services | — | ||||||||||||||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | |||||||||||||||||||||
| Balance, December 31, 2022 | ( | ) | |||||||||||||||||||||||||
| Shares issued for cash | — | ||||||||||||||||||||||||||
| Shares issued for services | — | ||||||||||||||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | |||||||||||||||||||||
| Balance, March 31, 2023 | ( | ) | |||||||||||||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | |||||||||||||||||||||
| Balance June 30, 2023 | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||
| Shares issued for services | — | ||||||||||||||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | |||||||||||||||||||||
| Balance, September 30, 2023 | ( | ) | |||||||||||||||||||||||||
| Shares issued for services | — | ||||||||||||||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | |||||||||||||||||||||
| Balance, December 31, 2023 | ( | ) | |||||||||||||||||||||||||
| Net loss | — | — | ( | ) | |||||||||||||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||
See accompanying notes to the unaudited consolidated financial statements
| 3 |
OKMIN RESOURCES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Nine Months | Nine Months | |||||||
| Ended | Ended | |||||||
| March 31, 2024 | March 31, 2023 | |||||||
| Cash Used by Operating Activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Reconciliation for non-cash transactions | ||||||||
| Depreciation | ||||||||
| Common shares issued for services | ||||||||
| Adjustments to reconcile net loss to net cash from operations: | ||||||||
| Accrued Product Sale (O&G) | ( | ) | ( | ) | ||||
| Accrued Interest Payable | ||||||||
| Production revenue receivable | ( | ) | ||||||
| Prepaid expenses | ( | ) | ||||||
| Accounts payable and accrued liabilities | ||||||||
| Net Cash Used by Operating Activities | ( | ) | ( | ) | ||||
| Cash Used by Investing Activities | ||||||||
| Investment in Oil & Gas properties | ( | ) | ||||||
| Net Cash from Investing Activities | ( | ) | ||||||
| Cash (Used) Provided by Financing Activities | ||||||||
| Repayment of note payable | ( | ) | ( | ) | ||||
| Issuance of common stock | ||||||||
| Net cash from financing activities | ( | ) | ||||||
| Net change in cash | ( | ) | ||||||
| Cash - beginning of period | ||||||||
| Cash - end of period | $ | $ | ||||||
See accompanying notes to the unaudited consolidated financial statements.
| 4 |
OKMIN RESOURCES INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As of March 31, 2024
1. ORGANIZATION AND NATURE OF OPERATIONS
Business description
Okmin Resources, Inc. (collectively with its subsidiaries, “Okmin” or the “Company”) was incorporated in Nevada in December 2020 to engage in the business of the acquisition, exploration and development of oil and gas properties, mineral rights, and other natural resource assets.
Okmin has been focused on the acquisition and development of domestic oil and gas fields and investing in lower profile rework and recompletion opportunities with lower entry costs. The Company's initial projects are located in Oklahoma and Kansas.
The Company has two wholly owned subsidiaries that conduct oil and gas activities: Okmin Operations, LLC, organized on May 25, 2021 in the State of Kansas, and Okmin Energy LLC, organized on November 21, 2021 in the State of Oklahoma.
The Company has an interest in four separate projects:
| 1) | The Blackrock Joint Venture encompassing 15 oil and gas leases in Oklahoma; | |
| 2) | A 72.5% Net Revenue Interest in the Vitt oil lease located in Neosho County, Kansas; | |
| 3) | A 50% Joint Venture interest in West Sheppard Pool, a natural gas project in North East Oklahoma; and | |
| 4) | A 50% Joint Venture interest in Pushmataha, a natural gas project in Southeast Oklahoma. |
The Company has not conducted any reserve evaluations or calculations, and there are currently no proven reserves on any of the Company’s properties.
The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding to advance the Company’s current plan to rework and possibly develop its existing projects and to identify and acquire new projects.
The Company’s fiscal year end is June 30.
Basis of Presentation
The accompanying interim condensed consolidated unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.
The Company maintains its accounts on the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Accounting principles followed and the methods of applying those principles, which materially affect the determination of financial position, results of operations and cash flows are summarized below.
The financial statements are presented on a consolidated basis and include all of the accounts of Okmin and its subsidiaries. All significant intercompany balances and transactions have been eliminated. The results for the interim period are not necessarily indicative of the results to be expected for the year. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2023, filed with the Securities and Exchange Commission on September 28, 2023.
Going concern
The Company currently has limited operations. These unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business.
As reflected in the accompanying unaudited condensed
financial statements, the Company had a net loss of $
The Company had a working capital deficit of $
| 5 |
OKMIN RESOURCES INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of March 31, 2024 |
The Company anticipates receiving limited revenue from oil and gas sales and intends to obtain the remaining capital through debt and/or equity financing.
The Company’s future success is dependent upon its ability to achieve profitable operations, generate cash from operating activities and obtaining additional financing. If such additional financing is not available on terms acceptable to us or at all, then we may need to curtail our operations and/or take additional measures to conserve and manage our liquidity and capital resources, any of which would have a material adverse effect on our financial position, results of operations, and our ability to continue as a going concern. The condensed financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
The accompanying unaudited condensed consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and certain assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes. Actual results could differ from these estimates.
Cash and cash Equivalents
The Company considers all highly liquid temporary
cash investments with an original maturity of three months or less to be cash equivalents. At March 31, 2024 and June 30, 2023, the Company
cash equivalents totaled $
Revenue recognition
The Company recognizes oil and gas revenues when production is sold at a fixed or determinable price, persuasive evidence of an arrangement exists, delivery has occurred and title has transferred, and collectability is reasonably assured.
Production revenue receivable
Production revenue receivable consists of amounts owed to the Company from the sale of oil and gas. Receivables are reviewed regularly for potential credit losses and an allowance for doubtful accounts is established as needed.
The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation - Stock Compensation” (“ASC 718”). Stock-based compensation is recognized as compensation expense in the financial statements based on the fair value which is measured on the grant date for stock-settled awards. That expense is recognized over the period during which a grantee is required to provide services in exchange for the award. Stock-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period, or in the period of grant for awards that vest immediately without any future service condition. For awards that vest over time, previously recognized compensation cost is reversed if the service or performance conditions are not satisfied and the award is forfeited.
Income taxes
Income taxes are accounted for under the asset and liability method in accordance with ASC 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities, their respective tax bases and operating loss, and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities or a change in tax rate is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced to estimated amounts to be realized using a valuation allowance. A valuation allowance is applied when in management’s view, it is more likely than not that such deferred tax asset will be unable to be utilized.
| 6 |
OKMIN RESOURCES INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of March 31, 2024 |
Oil and gas properties
The Company uses the full cost method of accounting for exploration and development activities as defined by the SEC. Under this method of accounting, the costs of unsuccessful, as well as successful, exploration and development activities are capitalized as properties and equipment. This includes any internal costs that are directly related to property acquisition, exploration and development activities but does not include any costs related to production, general corporate overhead or similar activities. Gain or loss on the sale or other disposition of oil and gas properties is not recognized unless the gain or loss would significantly alter the capitalized costs.
Oil and gas properties include costs that are excluded from costs being depleted or amortized. Oil and natural gas property costs excluded represent investments in unevaluated properties and include non-producing leasehold, geological, and geophysical costs associated with leasehold or drilling interests and exploration drilling costs. The Company allocates a portion of its acquisition costs to unevaluated properties based on relative value. Costs are transferred to the full cost pool as the properties are evaluated over the life of the reservoir. Unevaluated properties are reviewed for impairment annually and are determined through an evaluation considering, among other factors, seismic data, requirements to relinquish acreage, drilling results, remaining time in the commitment period, remaining capital plan, and political, economic, and market conditions.
Gains and losses on the sale of oil and gas properties are not generally reflected in income unless the gain or loss would significantly alter the capitalized costs. Sales of less than 100% of the Company’s interest in the oil and gas property are treated as a reduction of the capital cost of the field, with no gain or loss recognized, as long as doing so does not significantly affect the unit-of-production depletion rate. Costs of retired equipment, net of salvage value, are usually charged to accumulated depreciation.
Depreciation, depletion, and amortization
The depreciable base for oil and natural gas properties includes the sum of all capitalized costs net of accumulated depreciation, depletion, and amortization (“DD&A”), estimated future development costs and asset retirement costs not included in oil and natural gas properties, less costs excluded from amortization. The depreciable base of oil and natural gas properties is amortized on a unit-of-production method.
Asset retirement obligations
The fair value of a liability for an asset’s retirement obligation (“ARO”) is recognized in the period in which it is incurred if a reasonable estimate of fair value can be made, with the corresponding charge capitalized as part of the carrying amount of the related long-lived asset. The liability is accreted to its then-present value each subsequent period, and the capitalized cost is depleted over the useful life of the related asset. Abandonment costs incurred are recorded as a reduction of the ARO liability.
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.
The Company has not recorded any ARO liabilities to date as fair value of liabilities for its property interests can not be determined at this time. The Company is not the operator of any of the properties in which they have a working interest, and the operators have not estimated any costs for retirement. No reserves have been established, and the expected life of any of the wells has not been determined. The Company has not capitalized any of its property costs as expenditures are expensed as incurred. Since the Company has acquired its working interests in these properties, production has been limited and sporadic. The Company’s intention is to determine any retirement costs after more regular production is achieved and the wells have been evaluated for the potential of long-term production which will permit fair value to be determined under ASC 410.
Fair Value
The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy in accordance with ASC 820, “Fair Value Measurements and Disclosures”. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available.
ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories:
Level 1—Quoted market prices for identical assets or liabilities in active markets or observable inputs.
Level 2—Significant other observable inputs that observable market data can corroborate; and
Level 3—Significant unobservable inputs that observable market data cannot corroborate.
Financial instruments consist principally of cash and cash equivalents, accounts receivable, prepaid expenses, oil and gas properties, accounts payable, accrued liabilities, note payable, and interest payable. The recorded values of all financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.
| 7 |
OKMIN RESOURCES INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of March 31, 2024 |
Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial statement. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
3. OIL AND GAS PROPERTIES
Blackrock Joint Venture - Oklahoma
In February 2021, Okmin entered into a Joint Venture
Agreement and Operating Agreement with Blackrock Energy, LLC (“Blackrock”), committing $
Pursuant to the foregoing Joint Venture Agreements, the Company has acquired working interests in the following leases:
50% Working Interest
| · | Chain Lease – 160 Acres in Okmulgee County | |
| · | Burke Lease – 40 Acres in Okmulgee County | |
| · | Preston Lease – 80 Acres in Okmulgee County | |
| · | Goldner Lease – 160 Acres in Okmulgee County | |
| · | Peavler Lease – 80 Acres in Okmulgee County | |
| · | Anthony Lease – 70 Acres in Muskogee County | |
| · | Calley Lease – 40 Acres in Okmulgee County | |
| · | Abbey Lease – 40 Acres in Okmulgee County | |
| · | Duffy Lease – 40 Acres in Okmulgee County | |
| · | Shanks Lease – 160 Acres in Okmulgee County | |
| · | Waldrip Lease – 80 Acres in Okmulgee County | |
| · | Circle V Lease – 236 Acres in Okmulgee County | |
| · | Hessom Lease – 183 Acres in Okmulgee County | |
| · | Chastain Lease – 80 Acres in Okmulgee County |
25% Working Interest
| · | Hollingsworth Lease – 80 Acres in Okmulgee County |
| 8 |
OKMIN RESOURCES INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of March 31, 2024 |
Vitt Project – Kansas
In July 2021, the Company through its wholly owned
Kansas subsidiary, Okmin Operations, LLC, entered into an agreement to acquire a
West Sheppard Pool Field in North East Oklahoma
In August 2021,
the Company entered into an option agreement with Blackrock to acquire a
The 26 existing
wells on the leases range from 850 feet to 1,950 feet in depth with gas production from several zones as their main objective. During
the nine months ended March 31, 2024, gas sales continued to be suspended on the property due the failure of equipment owned
by the gas pipeline company at its compressor station. In order to replace the failed equipment, the gas pipeline company is requiring
additional gas throughput to justify the investment. As a result of this, in the nine months ended March 31, 2024 the Company recorded
During the second half of calendar 2023, our partner and operator, Blackrock Energy, LLC agreed to a farmout agreement of its working interests in West Sheppard Pool (with the exception of a 2% overriding royalty interest maintained by Blackrock). Blackrock’s interests were transferred to Sheppard Pool Operating, LLC (hereinafter referred to as “SPO”), the owner of the adjacent East Sheppard Pool leases. SPO also became the Operator of record on the project. This transaction does not change the Company’s working interests in the project.
The Company and
SPO had already previously entered into a gas gathering agreement in June 2023 in an effort to restore and ultimately improve gas flows
into the gas transit pipeline system. SPO has completed some work to upgrade the West Sheppard Pool leases, though to date gas saleshave
not resumed. In the nine months ended March 31, 2024, the Company recorded expenditures at West Sheppard Pool of $
Pushmataha in South East Oklahoma
In December 2021,
the Company exercised its option and entered into definitive agreements with Blackrock to acquire a
In the nine months ended March 31, 2024, the Company’s
lease operating expenditures on the project were $
| 9 |
OKMIN RESOURCES INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of March 31, 2024 |
For the nine months ended March 31, 2024, the Company
had production revenues of $
The Company’s work program will require further additional lease operating expenditures that are likely to exceed production revenues for the foreseeable future, as it seeks to improve infrastructure on the leases and optimize the production potential of the existing oil and gas wells on site.
| Oil | Natural Gas | |||||||||||||||||||||||||||
| Production | Avg. Cost | Avg. Sales Price | Production | Avg. Cost | Avg. Sales Price | Total Revenue | ||||||||||||||||||||||
| Project | (BBLS) | ($) | ($) | (MCF) | ($) | ($) | ($) | |||||||||||||||||||||
| Black Rock JV | ||||||||||||||||||||||||||||
| Pushmataha | ||||||||||||||||||||||||||||
| West Sheppard | ||||||||||||||||||||||||||||
| Vitt Lease | ||||||||||||||||||||||||||||
Subject to the Company being able to secure adequate additional financing, Okmin may also acquire the rights to and participate in drilling and/or other mining operations. The Company will evaluate exploration and mining opportunities and other strategic corporate opportunities as they become available from time to time.
4. STOCKHOLDERS’ EQUITY
Preferred stock
The Company is authorized to issue shares
of preferred stock with a par value of $ per share. As of March 31, 2024, the Company had a total of shares of Series
A preferred stock issued and outstanding.
Common stock
The Company is authorized to issue shares of common stock with a par value of $ per share. As of March 31, 2024, the Company had shares of its common stock issued and outstanding.
During the nine month period ended March 31, 2024, the Company issued the following shares of common stock in lieu of cash for services:
As of August 1, 2023, the Company issued shares pursuant to a consulting agreement which vest quarterly, at a deemed price of $ per share. During the nine months ended March 31, 2024 we expensed $ in connection with this agreement.
As of August 28, 2023, the Company issued shares
at a deemed price of $ per share for previous services valued at $
On November 27, 2023, the Company issued shares
at a deemed price of $ per share for services valued of $
On October 1, 2023, the Company established an Advisory Board to include seasoned professionals and industry experts to assist in the development of the Company. On October 1, 2023, the Company entered into an Advisory Board Member Agreement with Dr. John N. O’Brien pursuant to which Dr. O’Brien was appointed by the Company as Senior Advisory Board Member to its Board of Advisors. In consideration of Dr. O’Brien’s appointment to the Company’s Board of Advisors, the Company agreed to issue Dr. O’Brien an aggregate of restricted shares of its common stock (the “Shares”), subject to a vesting schedule. No Shares have been issued to Dr. O’Brien as of March 31, 2024.
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OKMIN RESOURCES INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of March 31, 2024 |
A reconciliation of the components of basic and diluted net loss per common share for the three months and nine months ended March 31, 2024 is presented below:
| Three Months Ended March 31, 2024 | ||||||||||||
| Net Loss | Weighted Average Shares | Per Share | ||||||||||
| Basic Earnings per Share: | ||||||||||||
| Net loss attributable to common stock basic | $ | ( | ) | $ | ( | ) | ||||||
| Net loss attributable to common stock fully diluted | $ | ( | ) | $ | ( | ) | ||||||
| Nine Months Ended March 31, 2024 | ||||||||||||
| Net Loss | Weighted Average Shares | Per Share | ||||||||||
| Basic Earnings per Share: | ||||||||||||
| Net loss attributable to common stock basic | $ | ( | ) | $ | ( | ) | ||||||
| Net loss attributable to common stock fully diluted | $ | ( | ) | $ | ( | ) | ||||||
The numerator for basic earnings per share is net income attributable to common stockholders. The numerator for diluted earnings per share is net income available to common stockholders.
6. INCOME TAXES
Net operating loss carry forwards of approximately
$
7. RELATED PARTY TRANSACTIONS
As of November 1, 2021, the
8. CONVERTIBLE LOAN
In November 2021, the Company entered into a convertible
loan agreement with an accredited investor (the “Investor”) pursuant to which the Company raised $
On January 3, 2023, the convertible loan agreement
was amended to limit the Investor’s ability to convert the loan to only that portion of the outstanding loan amount that would result
in the Investor being the beneficial owner of not more than
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OKMIN RESOURCES INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of March 31, 2024 |
9. SUBSEQUENT EVENTS
Change of Auditor
On May 9, 2024, the Company dismissed BF Borgers CPA PC (“Borgers”) as its auditor in response to an action by the Securities and Exchange Commission (the "SEC") on May 3 which announced that it had settled charges against Borgers for failure to conduct audits in accordance with the standards of the Public Company Accounting Oversight Board (the "PCAOB"). As part of the settlement, Borgers agreed to a permanent ban on appearing or practicing before the SEC.
On May 16, 2024, the Board of Directors of the Company unanimously approved the engagement of Victor Mokuolu, CPA PLLC as the Company’s new independent registered public accounting firm.
The Company evaluates events that occur after the period’s end date through the date the financial statements are available to be issued. No other matters were identified affecting the accompanying financial statements and related disclosures.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Special Note Regarding Forward-Looking Information
The following discussion and analysis of the results of operations and financial condition of Okmin Resources, Inc., and its subsidiaries (“Okmin” or the “Company”) as of March 31, 2024 should be read in conjunction with our unaudited financial statements and the notes to those unaudited financial statements that are included elsewhere in this Quarterly Report on Form 10-Q. References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “us”, “we”, “our” and similar terms refer to Okmin. This Quarterly Report contains forward-looking statements as that term is defined in the federal securities laws. The events described in forward-looking statements contained in this Quarterly Report may not occur. Generally, these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of our plans or strategies, projected or anticipated benefits from acquisitions to be made by us, or projections involving anticipated revenues, earnings or other aspects of our operating results. The words “may,” “will,” “expect,” “believe,” “anticipate,” “project,” “plan,” “intend,” “estimate,” and “continue,” and their opposites and similar expressions, are intended to identify forward-looking statements. We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of the statements and the projections upon which the statements are based.
Our actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements. Except as required by federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise.
U.S. Dollars are denoted herein by “USD,” “$” and “dollars”.
Overview
Okmin Resources, Inc. was organized in 2020 to engage in the business of the acquisition, exploration and development of mineral rights and natural resource assets.
As a development stage company, Okmin has been focused on the acquisition and development of domestic oil and gas fields, investing in lower profile rework and recompletion opportunities with lower entry costs. The Company's initial projects are located in Oklahoma and Kansas.
The Company has two wholly owned subsidiaries that conduct oil and gas activities, Okmin Operations, LLC, incorporated on May 25, 2021 in the State of Kansas, and Okmin Energy LLC, incorporated on November 21, 2021 in the State of Oklahoma.
The Company has an interest in four separate projects:
| 1) | The Blackrock Joint Venture encompassing 15 oil and gas leases in Oklahoma | |
| 2) | A 72.5% Net Revenue Interest in the Vitt oil lease located in Neosho County, Kansas | |
| 3) | A 50% joint venture interest in West Sheppard Pool, a natural gas project in North East Oklahoma | |
| 4) | A 50% joint venture interest in Pushmataha, a natural gas project in South East Oklahoma. |
The Company has not conducted any reserve evaluations or calculations, and there are currently no proven reserves on any of the Company’s properties.
Blackrock Joint Venture
Okmin entered into a Joint Venture Agreement and Operating Agreement in February 2021, committing $100,000 in the initial phase to acquire working interests in ten oil and gas leases located in Okmulgee and Muskogee Counties in Oklahoma. Under the Operating Agreement, Okmin has a 50% Working Interest in 710 acres and a 25% interest in 80 acres. The Company’s Joint Venture partner, Blackrock Energy LLC (“Blackrock”), is the operator of the project. Pursuant to a further agreement entered into on June 10, 2022, the Company added an additional five oil and gas leases across 739 acres to its Joint Venture with Blackrock, thereby expanding the overall project to fifteen leases covering over 1,500 acres. In the nine months ended March 31, 2024, lease operating expenses including taxes recorded across the extended Joint Venture totaled $39,477 and our share of the Joint Venture recorded revenues of $41,109 from oil and gas sales, predominantly oil, compared with $37,912 in revenues for the corresponding nine months ended March 31, 2023.
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Vitt Lease
The Company through its wholly owned Kansas subsidiary, Okmin Operations, LLC entered into an agreement in July 2021 to acquire a 72.5% Net Revenue Interest in the Vitt Lease located in Neosho County, Kansas. Okmin Operations, LLC acquired the lease with a cash payment of $25,000 together with a commitment to make additional capital and operating expenditures to rework the wells on the lease. The lease covers 160 acres and after initial reworking now includes nine oil wells, two idle wells and four water injection wells. At present the wells are not pumping, as they require additional maintenance work. As of our last fiscal year end on June 30, 2023, additional expenditures beyond the purchase totaled approximately $101,000. During the nine months ended March 31, 2024, the Company’s expenditures at the Vitt Lease totaled $5,719. For the nine months ended March 31, 2024, the Company received $1,972 in revenues from the project compared to revenues for the nine months ending March 31, 2023 of $5,209.
The Vitt Lease has now become a small nominal lease able to produce oil, though not on a consistent basis as we continue to encounter various maintenance issues that have to be addressed. The Company continues to explore a number of possibilities for the Vitt Lease, which may include involving a partner in its further development.
West Sheppard Pool
In August 2021, the Company entered into an option agreement with Blackrock to acquire a 50% joint venture interest in the West Sheppard Pool Field, a series of leases totaling 1,930 acres located in Okmulgee County, Oklahoma. In November 2021, the Company exercised its option and entered into a definitive joint venture and operating agreement with Blackrock at a cost of $150,000 in cash.
During the nine months ended March 31, 2024, gas sales continued to be suspended on the property due the failure of equipment owned by the gas pipeline company at its compressor station. In order to replace the failed equipment, the gas pipeline company is requiring additional gas throughput to justify the investment. As a result of this, in the nine months ended March 31, 2024 the Company recorded no revenues from the project compared to revenues for the nine months ended March 31, 2023 of $1,948.
During the second half of calendar 2023, our partner and operator, Blackrock Energy, LLC agreed to a farmout agreement of its working interests in West Sheppard Pool (with the exception of a 2% overriding royalty interest maintained by Blackrock). Blackrock’s interests were transferred to Sheppard Pool Operating, LLC (hereinafter referred to as “SPO”), the owner of the adjacent East Sheppard Pool leases. SPO also became the Operator of record on the project. This transaction does not change our working interests in the project.
The Company and SPO had previously entered into a gas gathering agreement in June 2023 in an effort to restore and ultimately improve gas flows into the gas transit pipeline system. SPO has been working to upgrade the gas gathering system on the property, including replacing older gas gathering lines with new modern lines. The older lines were discovered to contain numerous leaks which likely contributed to the lack of throughput to the compressor station. For the nine months ended March 31, 2024, the Company’s expenditures at West Sheppard Pool were $14,594.
The 26 existing wells on the leases range from 850 feet to 1,950 feet in depth with gas production from several zones as their main objective.
Prior to the suspension of activities following a compressor outage, only 6 of the 26 wells on the property were selling into the pipeline. Subsequently an additional 4 wells were connected in late 2022, so in total there are now 10 of the 26 wells at West Sheppard Pool connected to the gas gathering system.
The operator has identified five wells for reentry to perforate and fracture new zones for both oil and gas, and workover up to 10 other existing wells to increase production. There are also infill drilling prospects for new wells within the property. Any work is dependent upon obtaining additional capital, which could include adding an additional partner to fund this work program.
Pushmataha
In December 2021, the Company exercised its option and entered into a definitive joint venture and operating agreement with Blackrock to acquire 50% of Blackrock’s interest in the Pushmataha Gas Field, comprising 6 leases covering an area of 3,840 acres located in Pushmataha County, Oklahoma. Blackrock had previously entered into a separate option to acquire working interests ranging from 92 -100% in the existing wells and lease acreage from a third party. In connection with the initial acquisition, the Company expended approximately $253,000 in cash. Under the terms of the Joint Venture agreement, after deducting operating costs including a flat sum of $1,000 per month to Blackrock as operator, the Company shall receive all net income from revenues of the project until it has recouped $125,000, thereafter, the parties shall equally split the income.
The Company has a 50% ownership interest in the Joint Venture with Blackrock. The leases owned by the Joint Venture are subject to landowner royalties and other commitments resulting in net revenue interests to the joint venture of between 71% - 76%, with the exception of the Stephenson well, which has a net revenue interest of approximately 68%.
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Pushmataha has seven existing gas wells ranging in depth from 10,000 - 12,300 feet. The wells were inactive since 2019 due to line leaks and lower gas prices, though in April 2021 some wells were put back online and have at various intervals produced between 100 - 300 thousand cubic feet per day (MCFD). Through the fiscal year ended June 30, 2023, we recorded $60,066 in revenues from gas sales at the project. Earlier in the fiscal year ended June 30, 2023, the wells were shut in, as the operator awaited repairs to a gas leak by the pipeline owner to the pipeline gathering system. The operator subsequently resumed production on the leases.
The existing seven wells show additional behind-pipe zones and the joint venture partners assessed recompleting a new zone in one of the wells called the KDC. The operator had a rig out on site at KDC in late January 2023 and commenced some work on the well and were planning to conduct a recompletion, though weather conditions made it too dangerous to proceed. Plans were also underway for the operator to commence repairing or possibly replacing the plunger lift systems of some of the wells, with the goal of dewatering the wells to enable the gas to flow freely. The joint venture partners have temporarily deferred pursuing this active rework activity during the current downturn in natural gas pricing or until additional capital is available.
A hydrocarbon survey was conducted in July 2022 across these leases utilizing a third party patented remote sensing technology. The survey has provided the operator with valuable data in charting the potential for the future development of this project. There is also space to drill new gas wells on the 3,840-acre leasehold, using the hydrocarbon mapping as a tool to locate the optimal drilling locations in these reservoirs.
In the nine months ended March 31, 2024, the Company’s lease operating expenditures on the project were $16,022 with additional gas fees, transportation and taxes aggregating $4,882. For the nine months ended March 31, 2024 the Company recorded $10,849 in revenues from the project compared to revenues for the nine months ending March 31, 2023 of $53,397.
The operator believes with additional capital expenditures for reworking and recompletion efforts it can further optimize the production potential of this field. The application of newer technologies could also have an important impact on the economics for this asset.
-----------------------------------------------
Management is actively evaluating various new strategic investment and acquisition opportunities in the resources sector, including opportunities to potentially broaden our activities beyond the development of conventional oil and gas projects. To assist in this process, the Company has established a Board of Advisors and appointed Dr. John N. O’Brien as its Senior Advisory Board Member.
No agreements to acquire new assets or interests have been reached, and any future agreements would be subject to the Company being able to secure adequate additional financing.
RESULTS OF OPERATIONS
For the Three months ended March 31, 2024, as compared to the Three months ended March 31, 2023
Revenue
We generated $8,465 in revenue from oil and gas sales for the three months ended March 31, 2024, as compared to $30,228 in revenues generated in the three months ended March 31, 2023. The decrease in revenue is predominantly attributable to lower natural gas prices. These lower prices not only reduced the sales price we received for each MCF sold, but also led to the curtailment of operations on certain of our properties until prices improve which resulted in a decrease of our production volumes. We also received $706 in interest income from our cash balances for three months ended March 31, 2024.
General and Administrative Expense
General and administrative expenses increased to $103,894 for the three months ended March 31, 2024 compared to $68,830 for the three months ended March 31, 2023, This increase is attributable to the Company recording additional legal and professional fees that we did not have in the previous corresponding quarter. Other expenses related to compensation, interest, rent, accounting and professional fees and other general and administrative expenses necessary for our operations.
Net Loss
The net loss for the three months ended March 31, 2024 was $121,127 compared to a net loss of $138,718 for the three months ended March 31, 2023. The expenses during the three month period ended March 31, 2024, included: $25,429 in lease operating expenses (including taxes and royalties), $40,500 in deferred and unpaid compensation, $3,966 in interest expense, $25,288 to outside consultants, $26,350 in legal and professional fees and other general and administrative expenses necessary for our operations. These amounts included $25,288 of non-cash items with stock issued in lieu of services. Expenses during the comparative three month period ended March 31, 2023, including lease operating expenses, were higher and included: $100,019 in lease operating expenses (including taxes and royalties), $40,500 in compensation, $4,658 in interest expense, $12,500 in connection with our manager of land and resource development, $9,206 in professional fees and other general and administrative expenses necessary for our operations.
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For the Nine months ended March 31, 2024, as compared to the Nine months ended March 31, 2023
Revenue
We generated $53,930 in revenue from oil and gas sales for the nine months ended March 31, 2024, as compared to $98,466 in revenues generated in the nine months ended March 31, 2023. The decrease in revenue is attributable to lower natural gas prices. These lower prices not only reduced the sales price we received for each MCF sold, but also led to the curtailment of operations on certain of our properties until prices improve which resulted in a decrease of our production volumes. Additionally, in the previous corresponding nine months ending March 31, 2023 there was significantly more rework operations being conducted on our properties. We also received $5,557 in interest income from our cash balances for nine months ended March 31, 2024.
General and Administrative Expense
General and administrative expenses decreased slightly to $299,772 for the nine months ended March 31, 2024 as compared to $306,068 for the nine months ended March 31, 2023. During the nine months ended March 31, 2024, of note we recorded the following expenses as compared to the corresponding period in 2023: Interest expense was lower at $12,435 vs $15,057; listing related fees were lower at $16,380 vs. $26,912; legal fees were higher at $45,000 vs $11,972 as we engaged ongoing counsel on a more regular basis; audit fees were lower $18,700 vs $19,200; consultants and other professional fees were $67,208 vs $74,221 and depreciation was slightly higher at $3,835 vs. $2,732. Other expenses related to compensation, filing and transfer agent fees, rent and other general and administrative expenses necessary for our operations.
Net Loss
The net loss for the nine months ended March 31, 2024 was $324,814 compared to a net loss of $431,478 for the nine months ended March 31, 2023. The Expenses during the nine month period ended March 31, 2024, included: $81,078 in lease operating expenses (including taxes and royalties), $121,500 in compensation (of which only $20,250 was paid, with the remainder being accrued as a payable) and other general and administrative expenses necessary for our operations. The Expenses during the comparative nine month period ended March 31, 2023 were higher, as during that period the Company was conducting more development and rework activities on its properties, which amounted to $223,517 in lease operating expenses (including taxes and royalties).
Net cash used in investing activities
In the nine months ended March 31, 2024, net cash from investing activities was $Nil versus net cash of $33,017 expended on investing activities in the previous corresponding nine months ended March 31, 2023.
Net cash (used) from financing
Net cash used in financing activities in the nine months ended March 31, 2024 totaled $10,000 which was entirely for repayment of debt. Net cash from financing activities in the corresponding nine months ended March 31, 2023 totaled $363,875, which was predominantly comprised of private placements of equity securities during the period.
LIQUIDITY AND CAPITAL RESOURCES
Current Financial Condition
As of March 31, 2024, we had total assets of $838,637, comprised primarily of cash and cash equivalents of $83,646, production revenue receivable of $6,712, oil and gas properties $697,560 and prepaid expenses of $50,719. As at March 31, 2024, we had total liabilities of $470,449, primarily comprised of convertible debt and related interest payable of $206,699, accounts payable of $27,500 and accrued liabilities of $236,250 which is predominantly deferred compensation expense as the CEO is currently deferring salary in an effort to conserve cash.
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Our business plan calls for substantial capital resource requirements and we have incurred significant losses since inception. The Company had a net loss of $324,814 for the nine months ended March 31, 2024 and an accumulated deficit of $1,160,118 as of March 31, 2024. The Company had a working capital deficit of $122,673 as at March 31, 2024 and for the remainder of the 2024 fiscal year, the Company anticipates cash needs of approximately $70,000. The Company anticipates receiving limited revenue from oil and gas sales and intends to obtain the remaining capital through private sales of securities or debt funding.
To date, we have funded our operations primarily through the issuance of equity and/or convertible securities for cash. We depend upon debt and/or equity financing and revenues to fund our ongoing operations and to execute our current business plan. In the current 2024 fiscal year, such capital requirements will be in excess of what we have in available cash for planned ongoing activities.
We will be required to obtain alternative or additional financing from financial institutions, investors or otherwise, in order to maintain and expand our existing operations. The failure by us to obtain such financing would have a material adverse effect upon our business, financial condition and results of operations, and adversely affecting our ability to complete ongoing activities.
Critical Accounting Estimates
This management’s discussion and analysis of financial condition and results of operations is based on our financial statements, which have been prepared in accordance with U.S. GAAP. Preparation of financial statements requires management to make assumptions, estimates and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and the related disclosures of contingencies. Management bases its estimates on various assumptions and historical experience, which are believed to be reasonable; however, due to the inherent nature of estimates, actual results may differ significantly due to changed conditions or assumptions. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are fairly presented in accordance with U.S. GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.
Recently Issued Accounting Pronouncements
Management does not believe any recently issued but not yet effective accounting pronouncements, if adopted, would have a material effect on the Company’s present or future financial statements.
Going Concern Qualification
The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business.
As reflected in the accompanying condensed financial statements, the Company had a net loss of $324,814 for the nine months ended March 31, 2024 and an accumulated deficit of $1,160,118 as of March 31, 2024. These factors, among others, raise doubt about the Company’s ability to continue as a going concern.
The Company had a working capital deficit of $122,673 as at March 31, 2024 and management believes that the Company will require additional working capital for the remainder of the 2024 fiscal year. For the remainder of the 2024 fiscal year, the Company anticipates cash needs of approximately $70,000. The Company anticipates receiving limited revenue from oil and gas sales and intends to obtain the remaining capital through debt and/or equity funding.
The Company’s future success is dependent upon its ability to achieve profitable operations, generate cash from operating activities and obtaining additional financing. If such additional financing is not available on terms acceptable to us or at all, then we may need to curtail our operations and/or take additional measures to conserve and manage our liquidity and capital resources, any of which would have a material adverse effect on our financial position, results of operations, and our ability to continue as a going concern. The condensed financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Inflation
The effect of inflation on our revenue and operating results was not significant.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this Item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to reasonably ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 15d-15(e) under the Exchange Act. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
At the end of the period covered by this Quarterly Report, we conducted an evaluation (the “Evaluation”), under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2024, the disclosure controls and procedures of our Company were not effective to ensure that the information required to be disclosed in our Exchange Act reports was recorded, processed, summarized and reported on a timely basis because of the material weaknesses in internal control over financial reporting described below.
Material Weaknesses and Corrective Actions
In connection with the audits of our financial statements for the fiscal years ended June 30, 2023 and 2022, we identified certain deficiencies relating to our internal control over financial reporting that constitute a material weakness under standards established by the Public Company Accounting Oversight Board (the “PCAOB”). The PCAOB defines a material weakness as 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. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis.
The following material weaknesses in our internal control over financial reporting continued to exist at March 31, 2024:
| ● | We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”); | |
| ● | We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our limited size and early-stage nature of operations, segregation of all conflicting duties may not always be possible and may not be economically feasible; however, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals; | |
| ● | We lack an audit committee of our board of directors; and | |
| ● | We have insufficient monitoring and review of controls over the financial reporting closing process, including the lack of individuals with current knowledge of U.S. GAAP. |
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We believe that these material weaknesses primarily relate, in part, to our lack of sufficient staff with appropriate training in U.S. GAAP and SEC rules and regulations with respect to financial reporting functions, and the lack of robust accounting systems, as well as the lack of sufficient resources to hire such staff and implement these accounting systems.
Subject to raising sufficient additional capital, we plan to take a number of actions in the future to correct these material weaknesses including adding experienced accounting and financial personnel and retaining third-party consultants to review our internal controls and recommend improvements. We will need to take additional measures to fully mitigate these issues, and the measures we have taken, and expect to take, to improve our internal controls may not be sufficient to (1) address the issues identified, (2) ensure that our internal controls are effective or (3) ensure that the identified material weakness or other material weaknesses will not result in a material misstatement of our annual or interim financial statements. In addition, other material weaknesses may be identified in the future. If we are unable to correct deficiencies in internal controls in a timely manner, our ability to record, process, summarize and report financial information accurately and within the time periods specified in the rules and forms of the SEC will be adversely affected. This failure could negatively affect the market price and trading liquidity of our common stock, cause investors to lose confidence in our reported financial information, subject us to civil and criminal investigations and penalties, and generally materially and adversely impact our business and financial condition.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Changes in Internal Controls over Financial Reporting
There were no changes (including corrective actions with regard to material weakness) in our internal controls over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we may be subject to ordinary routine litigation incidental to our normal business operations. We are not currently a party to any litigation the outcome of which, if determined adversely to us, would individually or in the aggregate be reasonably expected to have a material adverse effect on our business, operating results, cash flows or financial condition.
ITEM 1A. RISK FACTORS.
Risk factors describing the major risks to our business can be found under Item 1A, “Risk Factors”, in our Annual Report on Form 10-K for the year ended June 30, 2023. There has been no material change in our risk factors from those previously discussed in the Annual Report on Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the nine month period ended March 31, 2024, the Company issued the following shares of common stock in lieu of cash for services:
As of August 1, 2023, the Company issued 460,000 shares pursuant to a consulting agreement which vest quarterly, at a deemed price of $0.22 per share. During the nine months ended March 31, 2024 we expensed $50,600 in connection with this agreement.
As of August 28, 2023, the Company issued 59,375 shares at a deemed price of $0.12 per share for previous services valued at $7,125 rendered by its consulting geologist.
On November 27, 2023, the Company issued 151,305 shares at a deemed price of $0.10 per share for services valued of $15,131 pursuant to an ongoing services agreement with Sierra Land Resources, LLC, in connection with Land and Resource Development work.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
On October 1, 2023, the Company established an Advisory Board to include seasoned professionals and industry experts to assist in the development of the Company. On October 1, 2023, the Company entered into an Advisory Board Agreement with Dr. John N. O’Brien pursuant to which Dr. O’Brien was appointed by the Company as Senior Advisory Board Member to its Board of Advisors. In consideration of Dr. O’Brien’s appointment to the Company’s Board of Advisors, the Company agreed to issue Dr. O’Brien an aggregate of 200,000 restricted shares of its common stock (the “Shares”), subject to a vesting schedule. No Shares have been issued to Dr. O’Brien as of March 31, 2024.
During the quarter ended March 31, 2024,
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ITEM 6. EXHIBITS
|
Exhibit Number |
Description | |
| 31.1* | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14a or 15d-14(a) under the Securities Exchange Act of 1934, as amended, and adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1* | Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its 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 - the cover page from the Registrant’s Quarterly Report on Form 10-Q for the nine months ended March 31, 2024, is formatted in Inline XBRL. |
* Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| OKMIN RESOURCES INC. | ||
| Date: June 26, 2024 | /s/ Jonathan Herzog | |
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Jonathan Herzog, Chief Executive Officer and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
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