Okmin Resources, Inc. (OKMN)

Okmin Resources, Inc. operates in the oil and natural gas exploration and production industry, focused on the acquisition, exploration and development of oil and gas properties, mineral rights and other natural resource assets. The Company's initial projects are located in Oklahoma and Kansas, all within the Cherokee Platform, a geological feature underlying an area of northeastern Oklahoma and southeastern Kansas in the mid-continent region of the United States that has been an established oil producing region for the last century. The oil and natural gas industry is affected by many factors that the Company generally cannot control, including government regulations particularly in the areas of taxation, energy, climate change and the environment. Significant factors impacting oil prices include military activity in the Strait of Hormuz in the Middle East, the Russian war with Ukraine, inflation, demand in Asian and European markets, and OPEC supply management through export quotas. Natural gas prices are generally determined by North American supply and demand and are also affected by imports and exports of liquefied natural gas, with weather having a significant impact on demand since natural gas is a primary heating source. The price of crude oil has experienced significant volatility, dropping below $20 per barrel during the early part of 2020 due in part to reduced global demand from the COVID-19 outbreak, and most recently rising to over $100 a barrel in April 2026 upon the outbreak of military action in the Middle East around the Strait of Hormuz. Natural gas prices have recently traded around $3.00 per mcf.

The oil and natural gas business is highly competitive in the search for and acquisition of additional reserves and in the sale of oil and natural gas. The Company's competitors principally consist of major and intermediate-sized integrated oil and natural gas companies, independent oil and natural gas companies and individual producers and operators. The Company competes for property acquisitions and its operating partners compete for the equipment and labor required to operate and develop its properties. Competitors may be able to pay more for properties and may be able to define, evaluate, bid for and purchase a greater number of properties than the Company can. The Company's principal competitors are small to mid-size companies with in-house petroleum exploration and drilling expertise, and many competitors possess and employ financial, technical and personnel resources substantially greater than the Company's. The Company's future success will depend on its ability to develop or acquire additional reserves at costs that allow it to remain competitive. The Company has a limited operating history since its formation in December 2020, with limited assets and revenues, and has not conducted any reserve evaluations or calculations, with no proven reserves on any of its properties.

Okmin generates revenue through the production and sale of oil and natural gas from its working and royalty interests in oil and natural gas prospects. All of the Company's production is marketed by its industry partners for its benefit and is sold to competing buyers, including large oil refining companies and independent marketers. Substantially all production is sold pursuant to agreements with pricing based on prevailing commodity prices and the volume of product delivered, subject to adjustment for regional differentials and similar factors. The Company had no material delivery commitments as of June 30, 2026. The Company's business strategy is to enhance the value of acquired operated assets through evaluation of certain properties with the goal of increasing production, deploying capital in a strategic manner and pursuing value-enhancing transactions. The Company has two wholly owned subsidiaries that conduct oil and gas activities: Okmin Operations, LLC, organized on May 25, 2021 in Kansas, and Okmin Energy LLC, organized on November 21, 2021 in Oklahoma.

The Company's primary producing property is Pushmataha, a natural gas project in Southeast Oklahoma in which the Company holds a 95% joint-venture interest following an August 2025 transaction. Pushmataha comprises 6 leases covering an area of 3,840 acres, with 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. In the fiscal year ended June 30, 2026, Pushmataha generated natural gas production of 2,360.43 MCF at an average cost of $11 per MCF and an average sales price of $3.22 per MCF, generating total revenue of $7,591. Lease operating expenditures were $26,927 with additional gas fees, transportation and taxes aggregating $2,282. 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%. 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. 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 future development. There is also space to drill new gas wells on the 3,840 acre leasehold.

The Vitt Lease is located in Neosho County, Kansas, covering 160 acres and including eleven existing oil and gas wells and four water injection wells. The Company acquired a 72.5% Net Revenue Interest in July 2021 through its wholly owned Kansas subsidiary, Okmin Operations, LLC, with a cash payment of $25,000 together with a commitment to make additional capital and operating expenditures to rework the wells. To date, the Company's aggregate additional capital and lease operating expenditures on the lease are approximately $112,400. The Company's working interest is 85.8571428571%, with J & S McCoy Enterprises and Earnest Ashlock, the principal of Petron, together retaining a 15% Net Revenue Interest, and the remaining 12.5% Net Revenue Interest reverting back to the landowners. During the 4th quarter of fiscal 2026, Petron notified the Company that its operator's license has expired and is not presently up for renewal, but they are currently in discussions with other licensed operators to assume operation of the lease. Due to a lack of ongoing production over the past year, there is a risk of the lease lapsing, and the Company has written off the entire capital value of this project. The 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. Revenues were $Nil in the fiscal year ended June 30, 2026, and $354 in the fiscal year ended June 30, 2025. Lease operating expenses recorded for the Vitt were $3,825 in the fiscal year ended June 30, 2026.

The Company also retains a 10% overriding royalty interest in West Sheppard Pool, a natural gas project in Northeast Oklahoma, once the operator receives $22,850 in revenue from the project. 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. 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. 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. The condition for receiving the ORRI has not yet been satisfied.

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 and an additional 45% interest in the joint venture for the Pushmataha Gas Field, increasing the Company's interest to 95%. As a result of this transaction, the Company has disposed of its entire interest in the Blackrock Joint Venture. In the fiscal year ended June 30, 2026, the Company's share of revenues from oil and gas sales from the Blackrock Joint Venture totaled $1,268 and lease operating costs were $1,591. The property had been negatively affected by persistent infrastructure issues, nearly stagnant oil prices, and increasing operating costs. In July 2026, the Company and the property operator received an unsolicited proposal from a third-party to acquire 100% of the Pushmataha project, including the Company's 95% working interest and the operator's 5% interest. The acquirer proposed to pay $150,000 cash at closing and an additional $100,000 cash within 120 days, with the Company and the operator retaining a 10% carried working interest in the Pushmataha project. No transaction was concluded, and the offer subsequently expired. During the fiscal year ended June 30, 2026, the Company reviewed the capitalized value of its oil and gas properties and determined that the capitalized value exceeded the current fair value, recording impairment charges of $29,030 as an expense.

For the 2027 fiscal year, the Company anticipates cash needs of approximately $230,000 for general corporate overhead and for operations on its 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 the Company's properties will require additional capital. Based on the Company's cash position as of June 30, 2026, additional financing will be required to meet its budgeted expenditures for fiscal 2027. 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.

The Company's primary growth vector is the development and optimization of the Pushmataha Gas Field, where the Company increased its interest to 95% in August 2025. The operator believes with additional capital expenditures for reworking and recompletion efforts it can optimize the production potential of this field, and the application of newer technologies could also have an important impact on the economics for this asset. 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. 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. 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. Blackrock is exploring bringing in potential funding partners into Pushmataha on the Company's behalf or another strategic transaction or sale.

The Company intends to seek additional growth opportunities including but not limited to the oil and gas and the natural resources sectors. This may include further acquisition of assets, participation with current and new industry partners in their exploration and development projects, and the acquisition of interests in existing companies. Management is also evaluating other strategic corporate opportunities, which may include acquiring the rights to and participate in drilling and/or other natural resource related operations, or opportunities outside the natural resource industry. In March 2026, the Company engaged Andrew Glashow as a corporate advisor, a capital markets strategist and dealmaker with deep experience advising public and emerging growth companies on financings, M&A, and market positioning, who has been directly involved in structuring transactions from $1 million to $50 million, including reverse mergers, structured debt financings, and equity raises. The Company and its consultants have evaluated a number of potential work programs to increase production, including recompletion of wells into additional known hydrocarbon zones, deepening wells, stimulating reservoirs utilizing modern techniques, infill drilling within the current permittable spacing, and new drilling on undeveloped portions of the leases. In the absence of a new funding partner or other circumstances changing, with the current industry environment and capital constraints, the Company anticipates minimal expenditures in connection with existing project areas.

The Company's cost structure is characterized by lease operating expenses, general and administrative expenses, and non-cash consulting expenses. Costs of revenues were $34,625 in the year ended June 30, 2026 versus $42,713 for the year ended June 30, 2025, attributable to the Company decreasing lease operating costs resulting from the sale of one of its projects and additionally, only conducting limited operations under the current market conditions including the price of natural gas. General and administrative expenses decreased to $306,140 for the year ended June 30, 2026, compared to $388,579 for the year ended June 30, 2025. Included in these expenses were non-cash consulting expenses of $66,035, compared to $143,100 for the year ended June 30, 2025, representing the value of common stock issued in lieu of cash for services rendered. General and administrative expenses for each of the years ended June 30, 2026 and 2025 included $162,000 of accrued and deferred compensation. Interest expense was higher at $18,670 vs $17,262; listing related fees were higher at $17,700 vs. $17,100; legal fees were a marginal $150 vs $20,500; audit fees increased to $35,874 vs $31,385; compensation in connection with accounting and bookkeeping reduced to $10,082 vs $16,996. Depreciation expense decreased to $2,113 for the year ended June 30, 2026, compared to $5,436 for the year ended June 30, 2025.

The Company's operational outlook is constrained by capital availability and the current industry environment. 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 is not the operator of any of its properties and therefore has limited control over activities on its properties, including the timing of exploration or development efforts, associated costs, or the rate of production of these non-operated assets. The Company currently has a single officer who serves as President/CEO and otherwise relies on the services of independent contractors. The Company's principal executive office is located at 16501 Ventura Blvd., Suite 400, Encino CA, 91436, with a month-to-month lease arrangement at a cost of approximately $150 - $200 per month. The Company has not incurred any research and development expenditures during the past two fiscal years.

The Company has never declared or paid any cash or stock dividends on its common stock and currently intends to retain future earnings, if any, to finance the expansion of its business. The Company does not anticipate paying any cash dividends in the foreseeable future. The Company has repurchased no equity securities in the fiscal years ended June 30, 2026 or June 30, 2025. In the year ended June 30, 2026, net cash provided from financing activities was $96,858. The private placements of common shares provided cash of $84,000, and a bridge loan from the Company's President and CEO provided cash of $30,000. Repayment of short term borrowing used cash of $17,142. For the year ended June 30, 2025, financing activities provided cash of $43,602. Repayments on the previous convertible note used cash of $24,000, and short term borrowing provided cash of $67,602. The Company plans to obtain required capital through private sales of securities or debt financing.

The Company faces significant headwinds and constraints to its growth plan. The Company's auditor has included a going concern opinion in its auditors' report to the Company's consolidated financial statements for the fiscal year ended June 30, 2026, as a result of the Company's history of operating losses and negative financial trends. The Company incurred a net loss of $367,299 for the year ended June 30, 2026 and had an accumulated deficit of $2,672,984 as of June 30, 2026. At June 30, 2026, the Company had a working capital deficit of approximately $708,433. The Company remains an early-stage company and, to date, has generated only limited revenues from operations. The Company anticipates that operating revenues will remain limited until it is able to commit additional capital resources to the development and operation of its assets. The Company's properties are concentrated in one geographic area, Oklahoma and Kansas, and since its properties are contained in a limited area, a number of its properties could experience the same adverse conditions at the same time, resulting in a relatively greater impact on operations than if it had a more diversified portfolio of properties.

The Company's operations are subject to extensive and changing federal, state, and local laws and regulations relating to environmental protection, including the generation, storage, handling, emission, transportation, and discharge of materials into the environment, and relating to safety and health. The recent trend in environmental legislation and regulation generally is toward stricter standards, and this trend will likely continue. These laws and regulations may require the acquisition of a permit or other authorization before construction or drilling commences and for certain other activities, limit or prohibit construction, drilling and other activities on certain lands lying within wilderness and other protected areas, and impose substantial liabilities for pollution resulting from operations. The regulatory burden on the oil and natural gas industry will most likely increase the Company's cost of doing business and may affect its profitability. Because such rules and regulations are frequently amended or reinterpreted, the Company is unable to predict the future cost or impact of complying with such laws. Significant expenditures may be required to comply with governmental laws and regulations and may have a material adverse effect on the Company's financial condition and results of operations.

Management's message to shareholders is candid about the Company's early-stage status and the significant challenges it faces. The Company's auditor has included a going concern opinion in its auditors' report for the fiscal year ended June 30, 2026, as a result of the Company's history of operating losses and negative financial trends. The Company incurred a net loss of $367,299 for the year ended June 30, 2026 and had an accumulated deficit of $2,672,984 as of June 30, 2026, with a working capital deficit of approximately $708,433 at June 30, 2026. For the 2027 fiscal year, management anticipates cash needs of approximately $230,000 for general corporate overhead and for operations on existing lease properties, and acknowledges that additional financing will be required to meet its budgeted expenditures for fiscal 2027. 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. The Company's primary producing property is Pushmataha, which is producing minor amounts of natural gas at a loss, and management states that unless the Company is able to increase production from the property, these operating losses will continue. The Vitt property is not currently producing, and the lease may expire without new work expenditures that are required to maintain the lease. On West Sheppard Pool Field, the Company will receive a 10% overriding royalty interest once the operator receives $22,850 in revenue from the project, a condition that has not yet been satisfied. Management's strategic priorities for the period ahead center on three themes: first, securing additional capital to fund ongoing operations and development; second, increasing production from existing oil and gas interests, particularly the Pushmataha project where the Company increased its interest to 95% in August 2025; and third, evaluating strategic corporate opportunities, including acquiring additional oil and gas and mineral properties or drilling interests, and other non-resource ventures, that management believes will enhance shareholder value. The Company entered into a merger agreement with BevPoint Capital LP on January 29, 2026, under which all interests in BevPoint would be converted into the right to receive an aggregate of 220,000,000 shares of Okmin common stock representing approximately 55.6% of the post-closing outstanding shares, with additional shares to be issued to BevPoint holders upon the achievement of certain financial milestones. The merger was conditional upon a number of closing conditions, including the requirement that BevPoint would have $730,000 in immediately available cash in bank accounts, contributed by way of a bona fide equity infusion, free from any encumbrance or restriction. In April 2026, the Company announced that these closing conditions were not satisfied within the required timeframe, and the merger agreement had been terminated. In March 2026, the Company engaged Andrew Glashow as a corporate advisor and issued 1,000,000 common shares of Okmin at a value of $50,000 to him. Management has identified material weaknesses in internal control over financial reporting, including the lack of written documentation of internal control policies and procedures, insufficient segregation of duties within accounting functions, the lack of an audit committee, and insufficient monitoring and review of controls over the financial reporting closing process. The Company's disclosure controls and procedures were not effective as of June 30, 2026 and 2025, and have not been deemed effective since approximately June 30, 2021.

For the fiscal year ended June 30, 2026, Okmin generated $8,859 in revenue from oil and gas sales, compared to $22,180 in revenues for the fiscal year ended June 30, 2025. The decrease in revenue is attributable to lower gas prices and the sale of the producing Black Rock project, which was exchanged for a larger interest in the Pushmataha project. Costs of revenues were $34,625 in the year ended June 30, 2026 versus $42,713 for the year ended June 30, 2025. The Company incurred a net loss of $367,299 for the year ended June 30, 2026, compared to a net loss of $597,167 for the fiscal year ended June 30, 2025. The decrease in net loss was primarily attributable to lower impairment and general and administrative expenses. Impairment expense for the year ended June 30, 2026 was $29,030, compared to $167,003 for the year ended June 30, 2025. General and administrative expenses decreased to $306,140 for the year ended June 30, 2026, compared to $388,579 for the year ended June 30, 2025. Included in these expenses were non-cash consulting expenses of $66,035, compared to $143,100 for the year ended June 30, 2025. General and administrative expenses for each of the years ended June 30, 2026 and 2025 included $162,000 of accrued and deferred compensation. Interest expense was $18,670 for the year ended June 30, 2026, compared to $17,262 for the year ended June 30, 2025. Depreciation expense decreased to $2,113 for the year ended June 30, 2026, compared to $5,436 for the year ended June 30, 2025. The Company's basic and diluted net loss per share was not separately disclosed in the filing. As of June 30, 2026, the Company had total assets of $87,897, comprised primarily of cash of $22,178 and oil and gas properties of $65,654. Total liabilities were $730,676, primarily consisting of deferred and accrued compensation of $600,750, accounts payable of $38,810, short term borrowing of $61,116, and bridge loans totaling $30,000 advanced by the Company's President and Chief Executive Officer. The Company had a working capital deficit of approximately $708,433 and an accumulated deficit of $2,672,984 as of June 30, 2026. In the year ended June 30, 2026, operating activities used cash of $86,168, including the net loss of $367,299, with non-cash items including depreciation and amortization of $2,113 and impairment of oil and gas properties of $29,030. The Company recorded an allowance for doubtful accounts of $12,607 and bad debt recovery of $12,393 related to the property transaction exchanging the Black Rock interest for an increased interest in the Pushmataha project. The Company recorded a non-cash gain on forgiveness of accounts payable of $16,761 and issued $66,034 in common stock for services. Changes in assets and liabilities included an increase in accrued oil and gas sales of $28, an increase in accounts payable and accrued liabilities of $185,071, and a decrease in other liabilities of $9,328. In the year ended June 30, 2025, operating activities used cash of $104,395, including the net loss of $597,167, with non-cash items including depreciation and amortization of $5,436, impairment of oil and gas properties of $167,003, and issuance of common stock for services of $143,100. There was no cash flows from investing activities in either fiscal year ended June 30, 2026 and 2025. In the year ended June 30, 2026, net cash provided from financing activities was $96,858, with private placements of common shares providing cash of $84,000 and a bridge loan from the Company's President and CEO providing cash of $30,000, while repayment of short term borrowing used cash of $17,142. For the year ended June 30, 2025, financing activities provided cash of $43,602, with repayments on the previous convertible note using cash of $24,000 and short term borrowing providing cash of $67,602. On September 19, 2025, the Company issued 6,503,024 shares of common stock to a former convertible noteholder in full settlement of all outstanding principal and accrued interest, following which the note was fully satisfied and the Company had no remaining convertible notes. Segment performance: the Black Rock JV generated oil production of 21 BBLS at an average cost of $72 per barrel and an average sales price of $60.59 per barrel, with total revenue of $1,268 in the fiscal year ended June 30, 2026; Pushmataha generated natural gas production of 2,360.43 MCF at an average cost of $11 per MCF and an average sales price of $3.22 per MCF, with total revenue of $7,591; and the Vitt Lease generated no revenue in the fiscal year ended June 30, 2026.

Okmin faces material risks specific to its business model and current situation. The Company's auditor has included a going concern opinion in its auditors' report for the fiscal year ended June 30, 2026, as a result of the Company's history of operating losses and negative financial trends. The Company incurred a net loss of $367,299 for the year ended June 30, 2026, had an accumulated deficit of $2,672,984 as of June 30, 2026, and had a working capital deficit of approximately $708,433 at June 30, 2026. The Company anticipates cash needs of approximately $230,000 for the 2027 fiscal year for general corporate overhead and operations on existing lease properties, and additional financing will be required to meet its budgeted expenditures for fiscal 2027. The Company has no proven oil and gas reserves, and none of its properties have been evaluated for oil and gas reserves. The Company is not the operator of any of its properties and therefore has limited control over activities on its properties, including the timing of exploration or development efforts, associated costs, or the rate of production of these non-operated assets. The Company's properties are concentrated in one geographic area, Oklahoma and Kansas, and since its properties are contained in a limited area, a number of its properties could experience the same adverse conditions at the same time, resulting in a relatively greater impact on operations than if it had a more diversified portfolio of properties. The Company has identified material weaknesses in its internal control over financial reporting, including the lack of written documentation of internal control policies and procedures, insufficient segregation of duties within accounting functions, the lack of an audit committee, and insufficient monitoring and review of controls over the financial reporting closing process. The Company's disclosure controls and procedures were not effective as of June 30, 2026 and 2025, and have not been deemed effective since approximately June 30, 2021. The Company's Directors, Jonathan Herzog and Shmuel (Samuel) Naparstek, together control 40,100,000 common shares and 5,000,000 shares of Series A preferred stock, which, on an as-converted basis represents a majority of the Company's outstanding voting shares and gives them voting control over the Company. The Company's common stock is considered a penny stock under SEC rules, as the market price is less than $5.00 per share, which limits the ability of broker-dealers to solicit purchases and reduces liquidity.