10-Q - OKMN - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934<br><br> <br>****<br><br> <br>For the quarterly period ended December 31, 2025
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934<br><br> <br><br><br> <br>For the transition period from __________ to __________
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Commission File Number: 000-56381

OKMIN RESOURCES INC.
(Exact Name of Registrant as specified in its charter)
Nevada	85-4401166
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(State of Incorporation)	(I.R.S. Employer Identification No.)
16501 Ventura Boulevard, Suite 400, Encino, CA	91436
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(Address of principal executive offices)	(Zip Code)
(818) 201-3727
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(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. ☒ Yes ☐ No

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). Yes ☒ No ☐

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 ☐
Non-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 ☐ No ☒

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 February 23, 2026, there were 125,689,287 shares

of the registrant’s common stock, $0.0001 par value per share, issued and outstanding.

OKMIN RESOURCES INC.

FORM 10-Q

December 31, 2025

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	14
Item 3.	Qualitative and Quantitative Disclosures about Market Risk	17
Item 4.	Controls and Procedures	17
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	19
Item 1A.	Risk Factors	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3.	Defaults Upon Senior Securities	19
Item 4.	Mine Safety Disclosures	19
Item 5.	Other Information	19
Item 6.	Exhibits	19
SIGNATURES	20
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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.

PART 1 – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

OKMIN RESOURCES INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

			June 30
			2025
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	705		$	11,488
Total current assets	705			11,488
Oil and gas properties, net	70,689			53,713
Black Rock Joint Venture	—			68,084
Other receivables, net of allowance for doubtful accounts<br> of 25,000 (June 30,<br> 2025 - 0nil)	—
Other assets and restricted cash	2,022			37
Total noncurrent assets	72,711			121,834
TOTAL ASSETS	73,416		$	133,322
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable	39,013		$	32,500
Accrued liabilities – related party	519,750			438,750
Accrued interest payable – current portion	—			63,956
Note payable – current portion	—			131,135
Bridge loan payable – related party	10,000			—
Other liabilities	87,826			87,586
Total current liabilities	656,589			753,927
Stockholders’ Equity (Deficit):
Preferred Stock, 0.0001 par value, 50,000,000 shares authorized, 5,000,000 shares issued and outstanding at December 31, 2025 and June 30, 2025, respectively	500			500
Common stock, 0.0001 par value, 750,000,000 shares authorized, 125,689,287 and 117,899,921 issued and outstanding at December 31, 2025 and June 30, 2025, respectively	12,569			11,790
Additional paid-in capital	1,912,036			1,672,790
Accumulated deficit	(2,508,278	)		(2,305,685	)
Total stockholders’ equity (deficit)	(583,173	)		(620,605	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	73,416		$	133,322

All values are in US Dollars.

The accompanying notes are an integral part of these financial statements.

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OKMIN RESOURCES INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended<br> <br>December 31,<br> <br>2025			Three Months<br> <br>Ended<br> <br>December 31,<br> <br>2024			Six Months Ended<br> <br>December 31,<br> <br>2025			Six Months<br> <br>Ended<br> <br>December 31,<br> <br>2024
Revenue
Oil and gas sales	$	2,814		$	5,312		$	4,902		$	11,303
Cost of revenue		(8,055	)		(11,062	)		(15,022	)		(20,779	)
Gross profit (loss)		(5,241	)		(5,750	)		(10,120	)		(9,476	)
Operating expenses:
General and administrative expense		68,939			192,879			148,527			252,258
Depreciation, depletion and amortization		636			1,359			1,343			2,718
Allowance for doubtful accounts		25,000			—			25,000			—
Impairment		24,765			15,761			24,765			15,761
Total operating expenses		119,340			209,999			199,635			270,737
(Loss) income from operations		(124,581	)		(199,818	)		(209,755	)		(264,452	)
Other Income (expense)
Interest income		5			388			38			895
Interest expense		(4,623	)		(3,678	)		(9,694	)		(7,507	)
Other income		38			282			16,818			282
Total other income (expense)		(4,580	)		(3,008	)		7,162			(6,330	)
(Loss) income before taxes		(129,161	)		(202,826	)		(202,593	)		(270,782	)
Provision for income taxes		—			—			—			—
Total net (loss)	$	(129,161	)	$	(218,757	)	$	(202,593	)	$	(286,543	)
Net (loss) per share
Basic	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average number of shares outstanding
Basic		125,578,497			115,990,410			122,201,782			115,211,943

The accompanying notes are an integral part of these financial statements.

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OKMIN RESOURCES INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES INSTOCKHOLDERS' DEFICIT

For the Six Months Ended December 31, 2025 and 2024

(Unaudited)

									Additional					Stockholders'
	Preferred<br> Stock				Common<br> Stock				Paid-In		Accumulated			Equity/
	Shares		Amount		Shares		Amount		Capital		Deficit			(Deficit)
Balance June 30, 2024		5,000,000	$	500		114,424,921	$	11,443	$	1,530,037	$	(1,708,518	)	$	(166,538	)
Shares issued for services		—		—		2,975,000		297		118,703		—			119,000
Net loss		—		—		—		—		—		(286,543	)		(286,543	)
Balance December 31, 2024		5,000,000	$	500		117,399,921	$	11,740	$	1,648,740	$	(1,995,061	)	$	(334,081	)
Shares issued for services		—		—		500,000		50		24,050		—			24,100
Net loss		—		—		—		—		—		(310,624	)		(310,624	)
Balance, June 30, 2025		5,000,000	$	500		117,899,921	$	11,790	$	1,672,790		(2,305,685	)		(620,605	)
Shares issued for debt conversion		—		—		6,503,024		651		194,440		—			195,091
Shares issued for services		—		—		286,342		28		14,906		—			14,934
Private placement		—		—		1,000,000		100		29,900		—			30,000
Net loss		—		—		—		—		—		(202,593	)		(202,593	)
Balance December 31, 2025		5,000,000	$	500		125,689,287	$	12,569	$	1,912,036	$	(2,508,278	)	$	(583,173	)

The accompanying notes are an integral part of these financial statements.

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OKMIN RESOURCES INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OFCASH FLOW

(Unaudited)

	Six Months Ended<br><br> <br>December 31,
	2025			2024
Cash Flows from Operating Activities
Net (loss)	$	(202,593	)	$	(286,543	)
Adjustments to reconcile net loss to net cash from (used in) operations
Depreciation and amortization		1,343			2,718
Adjustments to reconcile net loss to net cash from operations:
Accrued oil and gas sales		(1,985	)		65
Issuance of common stock for services		14,934			119,000
Impairment of oil and gas properties		24,765			15,761
Allowance for doubtful accounts		25,000			—
Accounts payable and accrued liabilities		104,274			146,485
Gain on forgiveness of accounts payable		(16,761	)		—
Other liabilities		240			—
Net cash from operating activities		(50,783	)		(2,514	)
Cash Flows from Investing Activities
Investment in oil and gas properties		—			—
Net cash from investing activities		—			—
Cash Flows from Financing Activities
(Repayment of) note payable		—			(12,000	)
Private placement of common stock		30,000			—
Bridge loan		10,000			—
Net cash from financing activities		40,000			(12,000	)
Net change in cash		(10,783	)		(14,514	)
Cash - beginning of period		11,488			72,281
Cash - end of period	$	705		$	57,767
Non-cash Transactions
Common stock issued for note repayment	$	195,091			—
Common stock issued for accrued interest payable	$	63,956			—
Common stock issued for services	$	14,934		$	119,000

The accompanying notes are an integral part of these financial statements.

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OKMIN RESOURCES INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2025

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 three separate projects:

1)	A 72.5% Net Revenue Interest in the Vitt oil lease located in Neosho County, Kansas
2)	A 10% overriding royalty interest in West Sheppard Pool, a natural gas project in Northeast Oklahoma
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3)	A 95% Joint Venture interest in Pushmataha, a natural gas project in Southeast Oklahoma
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During the period ended December 31, 2025, the Company

disposed of its entire interest in the Blackrock JV for consideration of $25,000 cash and an additional 45% financial interest in the Pushmataha joint venture. This transaction increased the Company’s financial interest in Pushmataha from 50% to 95%.

The Company has not conducted any reserve evaluations or calculations, and there are currently no proven reserves on any of the Company’s properties.

Our business strategy is to enhance the value of our acquired operated assets through evaluation of certain properties with the goal of increasing production. We plan to deploy capital in a strategic manner and pursue value-enhancing transactions and expect to continuously evaluate strategic alternative opportunities that we believe will enhance shareholder value.

Subject to the Company being able to secure adequate additional financing, Okmin may also acquire the rights to and participate in drilling and/or other mining operations. The Company will evaluate other strategic corporate opportunities as they become available from time to time.

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.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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 Resources, Inc and its subsidiaries. All significant intercompany balances and transactions have been eliminated.

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.

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OKMIN RESOURCES INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2025

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 December 31, 2025, the Company cash totaled $705.

Oil and gas properties

The Company uses the full cost method of accounting for exploration and development activities as defined by the Securities and Exchange Commission (“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 relationship between capitalized costs and proved reserves.

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 relationship between capitalized costs and proved reserves. 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 an obligation occurs 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 reviewed its oil and gas projects and determined an obligating event has not occurred. Therefore, the Company has not recognized any asset retirement obligation liabilities as of December 31, 2025 or June 30, 2025.

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OKMIN RESOURCES INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2025

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 Measurementsand 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.

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.

Revenue recognition

The Company is not the operator of any of its oil and gas properties. Sales of all oil and gas produced are the responsibility of the property operator. The operator recognizes revenue when production is sold at a fixed or determinable price, persuasive evidence of an arrangement exists, delivery has occurred, title has transferred, and collectability is reasonably assured in accordance with ASC 606. The Company only recognizes oil and gas revenues when the operator has provided the Company with confirmation of the completed sale and the amount of the revenue attributable to the Company’s working interest has been determined.

Stock-based compensation

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.

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OKMIN RESOURCES INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of December31, 2025

3. GOING CONCERN

The Company currently has limited operations. These condensed 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 condensed consolidated

financial statements, the Company had a net loss of $202,593 for the six months ended December 31, 2025 (year ended June 30, 2025 - $597,167) and an accumulated deficit of $2,508,278 as of December 31, 2025 (June 30, 2025 - $2,305,685). These factors, among others, raise doubt about the Company’s ability to continue as a going concern.

The Company had a working capital deficit of $655,884

as at December 31, 2025 (as of June 30, 2025 – deficit of $742,439) and for the remainder of the 2026 fiscal year which started in July 2025, we anticipate cash needs of approximately $150,000 for general corporate overhead and for operations on our existing lease properties. This amount does not include funding for any potential workovers, re-entries, stimulation treatments and recompletions of existing non or low producing wells. Any new work on our properties will require additional capital. Based on the Company’s cash position as of December 31, 2025, additional financing will be required to meet its budgeted expenditures for fiscal 2026. Management intends to raise such additional funding through debt financing or private sales of the Company’s securities, but no assurance can be given that such financing will be available on acceptable terms or at all. Any new work on our properties will require additional capital.

The Company’s future success is dependent upon its ability to achieve profitable operations, generate cash from operating activities and obtaining additional financing. If such additional financing is not available on terms acceptable to us or at all, then we may need to curtail our operations and/or take additional measures to conserve and manage our liquidity and capital resources, any of which would have a material adverse effect on our financial position, results of operations, and our ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The accompanying 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.

4. OIL

AND GAS PROPERTIES

Oklahoma – Blackrock Joint Venture

In February 2021, Okmin entered into a Joint Venture

Agreement and Operating Agreement 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’s Joint Venture partner, Blackrock Energy LLC (“Blackrock”) was the Operator of the project, handling the day-to-day operations on the ground. 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.

The Company, through its

joint venture partner Blackrock, put considerable effort into reworking and rehabilitating these leases. The land owner royalties on these leases derived from gross revenue production varies from 12.5% to 23.5%. State production tax on oil sales is 7%.

The property has been negatively

affected by persistent infrastructure issues, nearly stagnant oil prices, and increasing operating costs. In August 2025, the Company entered into an agreement with Blackrock to exchange its 50% working interest in the Blackrock Joint Venture for $25,000 cash and an additional 45% joint venture interest in the Pushmataha Gas Field. As a result of this transaction, the Company has disposed of its entire interest in the Blackrock Joint Venture.

Kansas

In July 2021, the Company

through its wholly owned Kansas subsidiary, Okmin Operations, LLC, entered into an agreement 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. In the fiscal year ended June 30, 2025 lease operating expenses recorded for the Vitt were nominal totaling under $1,000. To date, the Company’s aggregate additional capital and lease operating expenditures on the lease are approximately $112,000. The lease covers 160 acres and includes eleven existing oil and gas wells and four water injection wells.

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OKMIN RESOURCES INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2025

The Company has entered into an operating agreement covering the Vitt Lease with Petron Oil and Gas LLC (“Petron”), pursuant to which Petron will handle the reworking of the existing wells and other day to day operations at the lease. Under the operating agreement, the company has fulfilled its commitment for expenditures to rework the existing wells and to cover operator costs and expenses of at least $50,000. Under the agreement, J & S McCoy Enterprises and Earnest Ashlock, who is the principal of Petron, together will retain a 15% Net Revenue Interest in the Vitt Lease. Upon the lease becoming fully operational, it is anticipated that the parties will contribute capital costs in accordance with their percentage working interest, of which Okmin’s working interest is 85.8571428571%. The remaining 12.5% Net Revenue Interest of the lease reverts back to the landowners.

This lease currently has fifteen wells on site. Nine oil and gas wells, two idle wells that require further evaluation, and four injection wells. These are shallow wells drilled down to the Bartlesville zone at a depth of 525 feet. The operator conducted some work on the wells in 2023, including rebuilding the downhole pumps, though the wells are not currently operating, as some additional maintenance work is required.

One

of the injection wells onsite remains idle. The Vitt lease is equipped with pump jacks, oil and water tanks and other equipment. Since we acquired the lease a nominal amount of oil has been sold from it, contributing a nominal $354 to revenues in the last fiscal year ended June 30, 2025, and $0Nil in the six months ended December 31, 2025.

West Sheppard PoolField in North East Oklahoma

In August 2021, the Company entered into an option

agreement with Blackrock to acquire a 50% joint venture interest in the West Sheppard Pool Field, a series of leases totaling 1,930 acres located in Okmulgee County, Oklahoma. In November 2021, the Company exercised its option and entered into a definitive joint venture and operating agreement with Blackrock at a cost of $150,000 in cash.

The 26 existing wells on the leases range from 850 feet to 1,950 feet in depth with gas production from several zones as their main objective. The Company received limited revenue from the property as gas sales were suspended due to required pipeline work and the failure of equipment owned by the gas pipeline company at its compressor station.

In November 2024, the Company assigned its 50% interest

in the West Sheppard Pool project to Sheppard Pool Operating, LLC, the operator of the project. After Sheppard Pool Operating has received $22,850 in revenue from the project, the Company will receive a 10% overriding royalty interest (“ORRI”) in the project. Sheppard Pool may elect to reduce the 10% ORRI to 5% by a one-time payment of $100,000 to the Company within 4 years of the effective date of the agreement.

Pushmataha County –South East Oklahoma

In December 2021, the Company exercised its option and entered into a definitive joint venture and operating agreement with Blackrock to acquire a 50% joint venture interest with Blackrock in the Pushmataha Gas Field, comprising 6 leases covering an area of 3,840 acres located in Pushmataha Cou

nty, 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.

In August 2025, the Company

entered into an agreement with Blackrock to exchange its 50% working interest in another project with Blackrock for $25,000 cash and an additional 45% financial interest in the Pushmataha Gas Field. As a result of this transaction, the Company currently has a 95% Joint Venture interest in the Pushmataha property.

The leases owned by the Joint Venture are subject to land owner royalties and other commitments resulting in net revenue interests to the joint venture of between 71% - 76%, with the exception of the Stephenson well, which has a net revenue interest of approximately 68%.

Pushmataha has 7 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 MCFD.

The existing seven wells show additional behind-pipe zones and the joint venture partners assessed recompleting a new zone in one of the wells called the KDC. The operator previously had a rig out on site at KDC and commenced some work on the well and was planning to conduct a recompletion, though weather conditions made it too dangerous to proceed. Plans were also underway for the operator to commence repairing or possibly replacing the plunger lift systems of some of the wells, with the goal of dewatering the wells to enable the gas to flow freely. The joint venture partners have deferred pursuing this active rework activity during the current downturn in natural gas pricing or until additional capital is available.

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OKMIN RESOURCES INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2025

In July 2022, a hydrocarbon survey was conducted across these leases utilizing a third party patented remote sensing technology, which has provided the operator with valuable data in charting the potential for the future development of this project. There is also space to drill new gas wells on the 3,840 acre leasehold, using the hydrocarbon mapping as a tool to locate the optimal drilling locations in these reservoirs.

In the six months ended December

31, 2025, revenue from the property was $3,693 (year ended June 30, 2025 - $1,532). The operator believes with additional capital expenditures for reworking and recompletion efforts it can optimize the production potential of this field. The application of newer technologies could also have an important impact on the economics for this asset.

5. IMPAIRMENT

OF OIL AND GAS PROPERTIES

During the six months ended December 31, 2025, the

Company reviewed the capitalized value of its oil and gas properties and conducted a test to determine the current fair value and if any impairment of the capitalized values was necessary. As a result of this test, the Company determined that the capitalized value exceeded the current fair value. For the six months ended December 31, 2025, an impairment charge of $24,765 was recorded as an expense.

6. REVENUES

AND COST OF REVENUES

For the six months ended December 31, 2025, the Company

had production revenue of $4,902 compared to revenue of $11,303 for the six months ended December 31, 2024. Refer to the table below of production and revenue through December 31, 2025. For the six month periods ended December 31, 2025 and December 31, 2024 our cost of revenue, consisting of lease operating expenses and production and excise taxes was $15,022 and $20,779 respectively.

Schedule of production and revenue
	Oil				Natural Gas
Project	Production<br> <br>(BBLS)		Avg. Cost ()	Avg. Sales Price ()	Production<br> <br>(MCF)		Avg. Cost ()	Avg. Sales Price ()	Total Revenue ()
Black Rock JV		21				—
Pushmataha		—				1,371.82
Vitt Lease		—				—

All values are in US Dollars.

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.

There are no proven reserves of any classification in any of the projects listed above.

7. STOCKHOLDERS’ EQUITY

Preferred stock

The Company is authorized to issue 50,000,000 shares of preferred stock with a par value of $0.0001 per share. As at December 31, 2025, the Company had a total of 5,000,000 shares of Series A preferred stock issued and outstanding. Each share of Series A Preferred Stock has voting rights of ten votes per share, though is not entitled to receive dividends. Additionally, each share of Series A preferred shares may be converted at $0.01 per preferred share into ten shares of common stock for each share of Series A Preferred Stock. Jonathan Herzog, the Company’s President and Chief Executive Officer owns all of the Series A Preferred Stock. At any shareholders meeting or in connection with the giving of shareholder consents, the holder of each share of Series A Preferred Stock is entitled to voting rights of ten votes per share, though is not entitled to receive dividends. Accordingly, by reason of his ownership of Series A Preferred Stock, Mr. Herzog exercises control of approximately 46% of the aggregate voting power in the Company. The Series A Preferred Stock upon liquidation, winding-up or dissolution of the Corporation, ranks on a parity, in all respects, with all the Common Stock.

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OKMIN RESOURCES INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of December31, 2025

Common stock

The Company is authorized to issue 750,000,000 shares

of common stock with a par value of $0.0001 per share.

At December 31, 2025, the Company had 125,689,287

shares of its common stock issued and outstanding.

The Company has issued the following shares:

On November 12, 2024, the board of directors approved

the issuance of 250,000 common shares at $0.04 per share in connection with consulting services for the Company’s filings, preparation, compliance matters and business activities.

On November 12, 2024, the Company issued 2,500,000

common shares at $0.04 per share to Samuel Naparstek for corporate consulting services.

On December 3, 2024, the Company issued 225,000 common

shares at $0.04 per share to Sierra Land Resources, LLC in connection with ongoing consulting on the Company’s oil and gas properties.

On June 24, 2025, the Company issued 500,000 common

shares at a deemed price of $0.0482 per share for legal fees.

On September 19, 2025 the Company issued 6,503,024

common shares at $0.03 per share to satisfy in full payment on an existing convertible note with the Company.

On September 19, 2025, the Company issued 173,090

common shares at $0.06 per share to Sierra Land Resources, LLC in connection with ongoing consulting on the Company’s oil and gas properties.

On September 26, 2025, the Company issued 1,000,000

common shares at $0.03 per share in connection with a private placement for proceeds of $30,000.

On December 30, 2025, the Company issued 113,252 common

shares at $0.04 per share to Sierra Land Resources, LLC in connection with ongoing consulting on the Company’s oil and gas properties.

8. NET LOSS PER COMMON SHARE

A reconciliation of the components of basic and diluted net loss per common share for the three and six months ended December 31, 2025 is presented below:

Schedule of components of net loss per common share
	Three Months Ended December 31, 2025
	Net Loss			Weighted Average Shares		Per Share
Basic Earnings per Share:
Net loss attributable to common stock basic	$	(129,161	)		125,578,497	$	(0.00	)
Net loss attributable to common stock fully diluted	$	(129,161	)		175,578,497	$	(0.00	)
	Six Months Ended December 31, 2025
---	---	---	---	---	---	---	---	---
	Net Loss			Weighted Average Shares		Per Share
Basic Earnings per Share:
Net loss attributable to common stock basic	$	(202,593	)		122,201,782	$	(0.00	)
Net loss attributable to common stock fully diluted	$	(202,593	)		175,027,953	$	(0.00	)

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.

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OKMIN RESOURCES INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of December31, 2025

9. STOCK BASED COMPENSATION

The Company has not adopted any equity grant program. The Company’s Officers hold no stock options or unvested stock awards, and held none at any time during the year ended June 30, 2025.

During the six months ended December 31, 2025, the Company issued the following common shares:

286,342 common shares at a deemed value of $14,934 to Sierra Land Resources in connection with an ongoing services agreement, whereby Mr. Ed Sierra serves as the Company’s Advisor on Land and Resource Development, which was initially entered into on July 2022. Under the agreement, the Company issues shares to Sierra for their work in lieu of cash fees based upon the price of the Company’s common stock at the time services are invoiced.

10. INCOME TAXES

Net operating loss carry forwards of approximately

$2,508,278 at December 31, 2025 are available to offset future taxable income. This results in a net deferred tax asset, assuming an effective tax rate of 21% of approximately $526,738 at December 31, 2025.

11. RELATED

PARTY TRANSACTIONS

As of November 1, 2021, the Company agreed to compensate

its Chief Executive Officer, President, and Chief Financial Officer Jonathan Herzog, at a rate of $13,500 per month, consisting of $6,750 in cash compensation and $6,750 to be accrued and deferred until management determines that the Company is in a position to make such payments. Such accrued amounts may be paid in cash or may be satisfied through the issuance of common stock or preferred stock in lieu of cash payments. The Company and Mr. Herzog have not entered into a formal written employment agreement in relation to Mr. Herzog’s compensation and employment terms. As of December 31, 2025 and December 31, 2024, the Company has accrued $519,750 and $357,750 as accrued liabilities – related party, respectively.

On November 26, 2025, Mr. Herzog extended the Company

a bridge loan advance of $10,000 with no interest payable.

12. 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 $231,000 in financing. The note had a 10% annual interest rate, with repayments set initially at of a minimum of $3,500 per month commencing as of May 2022 and any open balance is convertible at the Investor’s discretion into shares of the Company’s common stock at $0.03 per share with warrant coverage at the same price on the basis of one warrant per every three shares issued under the loan.

In September 2025, the Company reached an agreement

with the Investor to convert all the principal and interest outstanding into common shares of the Company at a price of $0.03 per share. The outstanding principal converted was $131,135 and unpaid interest was $63,956. On September 19, 2025, the Company issued 6,503,024 common shares to the noteholder to settle the note in full.

13. SUBSEQUENT EVENTS

On January 29, 2026, the Company entered into an Agreement and Plan of Merger and Reorganization with BevPoint Capital LP (“BevPoint”), a Florida limited partnership. BevPoint is focused on building a national portfolio of consumer lifestyle brands in the craft beverage and experiential hospitality sectors and is the owner and operator of American Icon Brewery a brewpub and brewery in Vero Beach, Florida.

Under the terms of the Agreement, the Company will

issue an aggregate of 220 million shares of its common stock to the partners and management of BevPoint in exchange for 100% of the existing interests of BevPoint representing approximately 55.6% of the post-closing outstanding shares, excluding the earnout shares and shares issuable upon conversion of a to be issued convertible note, as described below.

The transaction also includes additional earn-out consideration contingent upon the achievement of specified revenue and earnings milestones with revenue and EBITDA calculated on a consolidated basis in accordance with GAAP:

·	75,000,000 shares upon reaching $10 million revenue
·	75,000,000 shares upon reaching $1 million EBITDA
·	75,000,000 shares upon reaching $20 million revenue
·	75,000,000 shares upon reaching $2 million EBITDA

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OKMIN RESOURCES INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2025

All share amounts will be adjusted proportionately for any stock splits, stock dividends, recapitalizations, or similar events, and the determination of milestone achievement shall be made by the Company’s independent auditors.

BevPoint will enter into an agreement to purchase

20,000,000 shares of Okmin Common Stock from certain affiliates of Okmin simultaneously with the merger.

The Company’s current CEO Jonathan Herzog will

receive a Convertible Promissory Note with a 3-year term in the principal amount of $250,000 with a 3-year term, bearing interest at 2% per annum, and a conversion price of $0.04 per share of the Company’s Common Stock, plus two million (2,000,000) shares of Okmin Common Stock in exchange for previously accrued and unpaid salary. Mr. Herzog will also convert his current 5,000,000 shares of preferred stock into 50,000,000 shares of the Company’s common stock with a $50,000 conversion price to be offset as a book entry against existing accrued compensation.

The Company will also issue a convertible Promissory

Note with a 3-year term in the original principal amount of $280,000 in favor of Chris Sellers, CEO of BevPoint, with a conversion price of $0.04 per share.

As a condition to closing, BevPoint must have $730,000

in immediately available cash in bank accounts, contributed by way of a bona fide equity infusion, free from any encumbrance or restriction.

Upon closing the transaction, anticipated by the end

of the first quarter of 2026, the Company intends to change its name to BevPoint, Inc. and will apply to change its trading symbol to BVPT. At closing, Chris Sellers will be appointed as CEO of the Company and Chris Sellers and John F. Giarrante will be appointed as directors, with current officers and directors tendering their resignations except Jonathan Herzog who will remain as a director and non-executive chairman of Okmin's Board of Directors with compensation of $5,000 per month for a period of 24 months, subject to his continued service and compliance with applicable director duties.

The closing shall take place at a time mutually agreeable to the parties, but in no event later than March 31, 2026, unless extended by mutual written agreement of the parties.

The transaction remains subject to various approvals and conditions, including without limitation: (i) approval by a majority of Company stockholders; (ii) compliance with applicable securities laws, including any required filings or approvals; (iii) satisfaction of the minimum cash condition; (iv) accuracy of representations and warranties; (v) absence of material adverse changes; and (vi) other customary closing conditions as set forth in the Agreement.

Except for the pending transaction detailed above, the Company has evaluated subsequent events through the filing date of these financial statements and has disclosed that there are no such events that are material to the financial statements to be disclosed.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSISOF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Special Note Regarding Forward-Looking Information

The following discussion and analysis of the resultsof operations and financial condition of Okmin Resources, Inc., and its subsidiaries (“Okmin” or the “Company”)as of December 31, 2025 should be read in conjunction with our unaudited financial statements and the notes to those unaudited financialstatements that are included elsewhere in this Quarterly Report on Form 10-Q. References in this Management’s Discussion and Analysisof 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 describedin forward-looking statements contained in this Quarterly Report may not occur. Generally, these statements relate to business plans orstrategies, projected or anticipated benefits or other consequences of our plans or strategies, projected or anticipated benefits fromacquisitions to be made by us, or projections involving anticipated revenues, earnings or other aspects of our operating results. Thewords “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 orevents and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influencethe accuracy of the statements and the projections upon which the statements are based.

Our actual results, performanceand achievements could differ materially from those expressed or implied in these forward-looking statements. Except as required by federalsecurities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether from new information,future events or otherwise.

Unless otherwise indicated,references to the “Company,” “us” or “we” refer to Okmin Resources, Inc. and its subsidiaries.

U.S. Dollars are denoted herein by “USD,”“$” and “dollars”.

Overview

Okmin Resources, Inc. was organized in 2020 to engage in the acquisition, exploration, and development of mineral rights and natural resource assets. As a development-stage company, the Company initially focused on the acquisition and development of domestic oil and gas properties, targeting lower-profile rework and recompletion opportunities with relatively low entry costs. The Company’s initial projects were located in Oklahoma and Kansas.

The Company operates through two wholly owned subsidiaries: Okmin Operations, LLC, incorporated on May 25, 2021 in the State of Kansas, and Okmin Energy LLC, incorporated on November 21, 2021 in the State of Oklahoma. These subsidiaries conduct the Company’s oil and gas activities.

On January 29, 2026, marking a strategic shift and diversification of the Company’s business, Okmin entered into an Agreement and Plan of Merger and Reorganization (the “Agreement”) with BevPoint Capital LP (“BevPoint”). BevPoint is developing a national portfolio of craft beverage and experiential hospitality brands, anchored by its recent acquisition of American Icon Brewery in Vero Beach, Florida.

Pursuant to the terms of the Agreement, upon closing the Company will issue an aggregate of 220,000,000 shares of its common stock to the partners and management of BevPoint in exchange for 100% of the outstanding equity interests of BevPoint. Upon completion of the transaction, the BevPoint interest holders will hold a majority of the Company’s issued and outstanding common stock. The transaction also includes additional earn-out consideration based on the achievement of specified revenue and earnings milestones. In addition, the Agreement requires a minimum capital infusion of $730,000 by BevPoint prior to closing.

BevPoint’s management team has experience across the beverage, hospitality, and entertainment industries. BevPoint focuses on partnering with independent brands that have demonstrated consumer demand but face operational or structural constraints. Through its operating strategy, BevPoint seeks to enhance supply-chain relationships and scale experiential concepts that integrate beverage innovation, culinary offerings, and entertainment, with the objective of building destination-oriented brands and generating long-term enterprise value.

Following the proposed transaction, the Company intends to pursue additional opportunities in the beverage, hospitality, and experience-driven sectors. At the same time, the Company is evaluating strategic alternatives with respect to its remaining energy-related assets, including the potential sale of the Pushmataha gas field, as it continues to consolidate and refocus its legacy energy interests.

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RESULTS OF OPERATIONS

For the Three months endedDecember 31, 2025, as compared to the Three months ended December 31, 2024

Revenue

We generated $2,814 in revenue from oil and gas sales for the three months ended December 31, 2025, as compared to $5,312 in revenues generated in the three months ended December 31, 2024. 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 which resulted in a decrease of our production volumes.

General and AdministrativeExpense

General and administrative expenses decreased to $68,939 for the three months ended December 31, 2025 compared to $192,879 for the three months ended December 31, 2024. The primary reason for the decrease is the previous year had included a one-off and non-cash expense of $119,000 in connection with stock issued to consultants and a director of the Company for services in lieu of cash payments.

Net Loss

The net loss for the three months ended December 31, 2025 was $129,161 compared to a net loss of $218,757 for the three months ended December 31, 2024. The Expenses during the three month period ended December 31, 2025, included $8,055 in lease operating expenses, including taxes and royalties; $40,500 in accrued compensation; $4,623 in interest expense; Audit fees of $15,692, $4,550 in stock compensation in lieu of cash for an ongoing services agreement with Sierra Land Resources, LLC, plus other professional fees; and other general and administrative expenses necessary for our operations. An impairment charge of $24,765 was recorded in the current period as a test of the current fair value of the oil and gas properties was conducted and it was determined an impairment of the capitalized values was necessary. Additionally, following payment delays on accounts receivable, an allowance for doubtful accounts of $25,000 was recorded in this past quarter. The Expenses during the comparative three month period ended December 31, 2024 included: $9,518 in lease operating expenses, including taxes and royalties; $40,500 in accrued compensation, $3,678 in interest expense, $3,671 in filing fees, an amount of $119,000 in non-recurring consulting and compensation fees and other general and administrative expenses necessary for our operations.

For the Six months endedDecember 31, 2025, as compared to the Six months ended December 31, 2024

Revenue

We generated $4,902 in revenue from oil and gas sales for the six months ended December 31, 2025, as compared to $11,303 in revenues in the six months ended December 31, 2024. The decrease in revenue is attributable to lower natural gas prices and reduced operations pending additional funding to conduct additional reworks required to increase production activities. These lower prices not only reduced the sales price we received for each MCF sold, but also led to a decrease in our production volumes as operations on certain of our properties have been curtailed until prices improve. Current revenue was also negatively affected by the continued suspension of gas sales at West Sheppard Pool due to the failure of equipment owned by the gas pipeline company at its compressor station. During the current period, we received $57 in interest income from our cash balances compared to interest income of $282 for the six months ended December 31, 2024.

General and AdministrativeExpense

General and administrative expenses decreased to $148,527 for the six months ended December 31, 2025 as compared to $252,258 for the six months ended December 31, 2024. This decrease is largely attributable higher expenses in the previous year, where the Company recorded a non-recurring and non-cash expense of $119,000 in connection with stock issued to in lieu of cash payments to consultants and a director of the Company for services.

Net Loss

The net loss for the six months ended December 31, 2025 was $202,593 compared to a net loss of $286,543 for the six months ended December 31, 2024. The Expenses during the six month period ended December 31, 2025, included $15,022 in lease operating expenses, including taxes and royalties; $81,000 in accrued compensation; an allowance for doubtful accounts of $25,000, $10,525 in interest expense and financing costs; $30,801 in audit fees, accounting, and bookkeeping fees of $6,377; $8,700 in listing related fees; and $14,935 in connection with personnel and corporate consultants (vs $119,000 in six months ended December 31, 2024). An impairment charge of $24,765 was recorded in the current period as a test of the current fair value of the oil and gas properties was conducted and it was determined an impairment of the capitalized values was necessary. We also incurred other general and administrative expenses necessary for our operations.

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Net cash used in investing activities

In the six months ended December 31, 2025 and 2024, net cash from investing activities was none.

Net cash from financing

Net cash from financing activities in the six months ended December 31, 2025 totaled $40,000 compared to ($12,000) in the six months ended December 31, 2024, this difference is largely attributable to a small private placement of $30,000 completed in September 2025 and a bridge loan of $10,000 extended to the Company by its CEO.

LIQUIDITY AND CAPITAL RESOURCES

Current Financial Condition

As of December 31, 2025, we had total assets of $73,416, comprised primarily of cash and cash equivalents of $705 and oil and gas properties at $70,689. As at December 31, 2025, we had total liabilities of $656,589, primarily comprised of accrued liabilities-related party of $519,750 in deferred compensation expense as the CEO continues to defer salary in an effort to conserve cash. Other liabilities include accounts payable of $39,013, bridge loan from the CEO of $10,000, and other liabilities of $87,826.

Our business plan calls for substantial capital resource requirements and we have incurred significant losses since inception. The Company had a net loss of $202,593 for the six months ended December 31, 2025 and an accumulated deficit of $2,508,278 as of December 31, 2025. The Company had a working capital deficit of $655,884 as at December 31, 2025 and for the remainder of the 2026 fiscal year which started in July 2025, we anticipate cash needs of approximately $150,000 for general corporate overhead and for operations on our existing lease properties. This amount does not include funding for any potential workovers, re-entries, stimulation treatments and recompletions of existing non or low producing wells. Any new work on our properties will require additional capital. The Company anticipates receiving limited revenue from oil and gas sales and intends to obtain the remaining capital through private sales of securities and/or debt financing.

To date, we have funded our operations primarily through the issuance of equity and/or convertible securities for cash and via debt financing. We depend upon debt and/or equity financing and revenues to fund our ongoing operations and to execute our current business plan. In the current 2026 fiscal year, such capital requirements will be in excess of what we have in available cash for planned ongoing activities.

We will be required to obtain alternative or additional financing from financial institutions, investors or otherwise, in order to maintain and expand our existing operations. The failure by us to obtain such financing would have a material adverse effect upon our business, financial condition and results of operations, and adversely 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 consolidated financial statements, the Company had a net loss of $202,593 for the six months ended December 31, 2025 and an accumulated deficit of $2,508,278 as of December 31, 2025. These factors, among others, raise doubt about the Company’s ability to continue as a going concern.

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The Company had a working capital deficit of $655,884 as at December 31, 2025 and management believes that the Company will require additional working capital for the remainder of the 2026 fiscal year. To date, we have funded our operations primarily through the issuance of equity and/or convertible securities for cash and via debt financing. We depend upon debt and/or equity financing and revenues to fund our ongoing operations and to execute our current business plan. In the remainder of the 2026 fiscal year, such capital requirements will be in excess of what we have in available cash for planned ongoing activities.

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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURESABOUT 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 December 31, 2025, 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, 2025 and 2024, 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.

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The following material weaknesses in our internal control over financial reporting continued to exist at December 31, 2025:

●	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.

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 andProcedures

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 FinancialReporting

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, 2025. 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 six month period ended December 31, 2025, the Company issued the following securities:

On September 19, 2025 the Company issued 6.503,024 common shares at $0.03 per share to satisfy in full payment on an existing convertible note with the Company.

On September 19, 2025, the Company issued 173,090 common shares at $0.06 per share to Sierra Land Resources, LLC in connection with ongoing consulting on the Company’s oil and gas properties.

On September 26, 2025 the Company issued 1,000,000 common shares at $0.03 per share in connection with a private placement for proceeds of $30,000. Proceeds are for general corporate purposes.

On December 30, 2025, the Company issued 113,252 common shares at $0.04 per share to Sierra Land Resources, LLC in connection with ongoing consulting on the Company’s oil and gas properties.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

During the three months ended December 31, 2025, no director or officer of the Company adopted or terminated a contract, instruction or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and/or a non-Rule 10b5-1 trading arrangement.

ITEM 6. EXHIBITS

Exhibit<br><br> <br>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 six months ended December 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: February 24, 2026	/s/ Jonathan Herzog
	Jonathan Herzog,<br><br> <br>Chief Executive Officer and Chief Financial Officer (Principal Executive<br> Officer, Principal Financial Officer and Principal Accounting Officer)

EXHIBIT 31.1

Certificationof Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14a or 15d-14(a) under the Securities Exchange Actof 1934, as amended, and adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**.**

I, Jonathan Herzog, certify that:

I have reviewed this Form 10-Q of Okmin Resources Inc. for the period ended December 31, 2025;
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;
Based on my knowledge, the 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 small business issuer as of, and for, the periods presented in this report;
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls 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 for the period in which this quarterly 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 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;
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 that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: February 24, 2026

By:	/s/ Jonathan Herzog
	Jonathan Herzog
	Chief Executive Officer and<br><br> <br>Chief Financial Officer<br><br> <br>(Principal Executive Officer and<br><br> <br>Principal Financial Officer)

EXHIBIT 32.1

Certificationof the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002.

In connection with the Quarterly Report on Form 10-Q of Okmin Resources Inc. (the “Company”) for the quarter ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jonathan Herzog, Chief Executive Officer and Chief Financial 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:

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 result of operations of the Company.
Date: February 24, 2026	/s/ Jonathan Herzog
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	Jonathan Herzog
	Chief Executive Officer and<br><br>Chief Financial Officer<br><br>(Principal Executive Officer and<br><br>Principal Financial Officer)