OKMIN RESOURCES, INC.
For the period ended Jun 30, 2026. Filed Oct 13, 2026.
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FY2026 · Filed Oct 13, 2026
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Item 15. EXHIBITS
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit # | Exhibit Description | Form | Date Filed | Exhibit No. | Filed or Furnished Herewith |
| 3.1 | Articles of Incorporation | 10-12G | 12/29/2021 | 3.1 | |
| 3.2 | Bylaws | 10-12G | 12/29/2021 | 3.2 | |
| 3.3 | Amendment to Articles of Incorporation dated October 15, 2021, including Certificate of Designation – Series A Preferred Stock | 10-K | 9/23/2022 | 3.2 | |
| 4.1 | Description of Common Stock | 10-K | 9/23/2022 | 4.1 | |
| 10.1 | Joint Venture Agreement between Blackrock Energy, LLC and Okmin Resources, Inc. | 10-12G | 12-29-2021 | 10.1 | |
| 10.2 | Agreement for Vitt Lease | 10-12G | 12-29-2021 | 10.2 | |
| 10.3 | Joint Venture Agreement – West Sheppard Pool Field between Blackrock Energy, LLC and Okmin Energy LLC | 10-12G | 12-29-21 | 10.3 | |
| 10.4 | Convertible Note and Security Agreement | 10-12G | 12-29-2021 | 10.4 | |
| 10.5 | Pushmataha Joint Venture Agreement between Blackrock Energy, LLC and Okmin Energy LLC | 10-12G/A | 2-10-2022 | 10.5 | |
| 21.1 | Subsidiaries of the Company | 10-K | 9/23/2022 | 21.1 | |
| 31.1 | Certification of Principal Executive 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. | Filed | |||
| 31.2 | Certification of 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. | Filed | |||
| 32.1 | Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | Furnished* | |||
| 32.2 | Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | Furnished* | |||
| 101.INS | Inline 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) | Filed | |||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | Filed | |||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | Filed | |||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | Filed | |||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | Filed | |||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | Filed | |||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | Filed | |||
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: October 13, 2026
| Okmin Resources, Inc. | |
| By: | /s/ Jonathan Herzog |
| Jonathan Herzog | |
| President, Chief Executive Officer and Chief Financial Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date |
|---|---|---|
| /s/ Jonathan Herzog | President, Chief Executive Officer, Chief Financial Officer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | October 13, 2026 |
| Jonathan Herzog | ||
POWER OF ATTORNEY
Know all persons by these presents that each individual whose signature appears below constitutes and appoints Jonathan Herzog, our Chief Executive Officer and Chief Financial Officer as a true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments to this Report together with all schedules and exhibits thereto, (ii) act on, sign and file with the Securities and Exchange Commission any and all exhibits to this Report and any and all exhibits and schedules thereto, (iii) act on, sign and file any and all such certificates, notices, communications, reports, instruments, agreements and other documents as may be necessary or appropriate in connection therewith and (iv) take any and all such actions which may be necessary or appropriate in connection therewith, granting unto such agent, proxy and attorney-in-fact, full power and authority to do and perform each and every act and thing necessary or appropriate to be done, as fully for all intents and purposes as he might or could do in person, and hereby approving, ratifying and confirming all that such agent, proxy and attorney-in-fact, or any of his or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date |
|---|---|---|
| /s/ Jonathan Herzog | Chief Executive Officer, Chief Financial Officer and Director | October 13, 2026 |
| Jonathan Herzog | (Principal Executive Officer and Principal Financial Officer and Principal Accounting Officer) |
INDEX TO FINANCIAL STATEMENTS
| Page(s) | |
| Report of Independent Registered Public Accounting Firm | F-2 |
|---|---|
| Consolidated Balance Sheets – As of June 30, 2026 and 2025 | F-3 |
| Consolidated Statements of Operations – For the Years Ended June 30, 2026 and June 30, 2025 | F-4 |
| Consolidated Statements of Changes in Stockholders’ Equity (Deficit) – For the Years Ended June 30, 2026 and June 30, 2025 | F-5 |
| Consolidated Statements of Cash Flows – For the Years Ended June 30, 2026 and June 30, 2025 | F-6 |
| Notes to Consolidated Financial Statements | F-7 |
VICTOR MOKUOLU, CPA PLLC Accounting | Advisory | Assurance & Audit | Tax
To the Shareholders and
Board of Directors of Okmin Resources, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Okmin Resources, Inc. and Subsidiaries (the “Company”) as of June 30, 2026 and 2025, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows, for the years ended June 30, 2026 and 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2026 and 2025, and the results of its operations and its cash flows for the years ended June 30, 2026 and 2025 in conformity with accounting principles generally accepted in the United States of America.
Substantial Doubt about the Company's ability to continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3, Going Concern, to the financial statements, the Company has an accumulated deficit of $2,672,984 as of June 30, 2026, compared to an accumulated deficit of $2,305,685 as of June 30, 2025. Additionally, as of June 30, 2026, the Company had a working capital deficit of $708,433, compared to a working capital deficit of $742,439 as of June 30, 2025. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
www.vmcpafirm.com | Ph: 713.588.6622 | Fax: 1.833.694.1494 | ask@vmcpafirm.com
VICTOR MOKUOLU, CPA PLLC Accounting | Advisory | Assurance & Audit | Tax
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the Company’s auditor since 2024.
Victor Mokuolu, CPA PLLC
Houston, Texas
October 13, 2026 PCAOB ID: 6771
www.vmcpafirm.com | Ph: 713.588.6622 | Fax: 1.833.694.1494 | ask@vmcpafirm.com
| June 30 | June 30 | |
|---|---|---|
| 2026 | 2025 | |
| ASSETS | ||
| Current assets: | ||
| Cash and cash equivalents | $22,178 | $11,488 |
| Other current assets | 65 | — |
| Total current assets | 22,243 | 11,488 |
| Oil and gas properties, net | 65,654 | 53,713 |
| Black Rock Joint Venture | — | 68,084 |
| Other assets and restricted cash | — | 37 |
| Total noncurrent assets | 65,654 | 121,834 |
| TOTAL ASSETS | $87,897 | $133,322 |
| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||
| Current liabilities: | ||
| Accounts payable | $38,810 | $32,500 |
| Accrued liabilities – related party | 600,750 | 438,750 |
| Accrued interest payable – current portion | — | 63,956 |
| Note payable – current portion | — | 131,135 |
| Bridge loan payable – related party | 30,000 | — |
| Short-term borrowing | 61,116 | 78,258 |
| Other liabilities | — | 9,328 |
| Total current liabilities | 730,676 | 753,927 |
| Stockholders’ Equity (Deficit): | ||
| Preferred Stock, $0.0001 par value, 50,000,000 shares authorized, 5,000,000 shares issued and outstanding at June 30, 2026 and 2025, respectively | 500 | 500 |
| Common stock, $0.0001 par value, 750,000,000 shares authorized, 128,511,487 and 117,899,921 and issued and outstanding at June 30, 2026 and 2025, respectively | 12,851 | 11,790 |
| Additional paid-in capital | 2,016,854 | 1,672,790 |
| Accumulated deficit | (2,672,984) | (2,305,685) |
| Total stockholders’ equity (deficit) | (642,779) | (620,605) |
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $87,897 | $133,322 |
| Year | Year | |
|---|---|---|
| Ended | Ended | |
| June 30, 2026 | June 30, 2025 | |
| Revenue | ||
| Oil and gas sales | $8,859 | $22,180 |
| Cost of revenue | 34,625 | 42,713 |
| Gross profit (loss) | (25,766) | (20,533) |
| Operating expenses: | ||
| General and administrative expense | 306,140 | 388,579 |
| Depreciation, depletion and amortization | 2,113 | 5,436 |
| Impairment of oil and gas properties | 29,030 | 167,003 |
| Allowance for doubtful accounts | 12,607 | — |
| Total operating expenses | 349,890 | 561,018 |
| Loss from operations | (375,656) | (581,551) |
| Other income | 141 | 342 |
| Interest income | 59 | 1,304 |
| Litigation settlement | 10,066 | — |
| Interest expense | (18,670) | (17,262) |
| Gain on forgiveness of accounts payable | 16,761 | — |
| Total other income (expense) | 8,357 | (15,616) |
| Loss before taxes | (367,299) | (597,167) |
| Provision for income taxes | — | — |
| Net loss | $(367,299) | $(597,167) |
| Net income (loss) per share | ||
| Basic | $(0.00) | $(0.01) |
| Weighted average number of shares outstanding | ||
| Basic | 124,713,874 | 116,294,784 |
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
For the Years Ended June 30, 2026 and 2025
| Additional · Stockholders' | |||||||
|---|---|---|---|---|---|---|---|
| Preferred Stock · Common 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 | — | — | 3,475,000 | 347 | 142,753 | — | 143,100 |
| Net loss | — | — | — | — | — | (597,167) | (597,167) |
| 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 | — | — | 1,308,542 | 130 | 65,904 | — | 66,034 |
| Private placement | — | — | 2,800,000 | 280 | 83,720 | — | 84,000 |
| Net loss | — | — | — | — | — | (367,299) | (367,299) |
| Balance June 30, 2026 | 5,000,000 | $500 | 128,511,487 | $12,851 | $2,016,854 | $(2,672,984) | $(642,779) |
CONSOLIDATED STATEMENTS OF CASH FLOW
| Year Ended | Year Ended | |
|---|---|---|
| June 30, 2026 | June 30, 2025 | |
| Cash Flows from Operating Activities | ||
| Net loss | $(367,299) | $(597,167) |
| Adjustments to reconcile net loss to net cash used in operations | ||
| Depreciation and amortization | 2,113 | 5,436 |
| Impairment of oil and gas properties | 29,030 | 167,003 |
| Allowance for doubtful accounts | 12,607 | — |
| Bad debt recovery | 12,393 | — |
| Gain on forgiveness of accounts payable | (16,761) | — |
| Issuance of common stock for services | 66,034 | 143,100 |
| Changes in assets and liabilities | ||
| Accrued oil and gas sales | (28) | 66 |
| Accounts payable and accrued liabilities | 185,071 | 161,803 |
| Accrued interest payable | — | 14,414 |
| Other liabilities | (9,328) | 950 |
| Net cash used in operating activities | (86,168) | (104,395) |
| 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 | — | (24,000) |
| Private placement of common stock | 84,000 | — |
| Bridge loan | 30,000 | — |
| (Repayment of) cash from short-term borrowing | (17,142) | 67,602 |
| Net cash from financing activities | 96,858 | 43,602 |
| Net change in cash | 10,690 | (60,793) |
| Cash - beginning of period | 11,488 | 72,281 |
| Cash - end of period | $22,178 | $11,488 |
| Non-cash Transactions | ||
| Common stock issued for note repayment | $131,135 | $— |
| Common stock issued for accrued interest payable | $63,956 | $— |
| Common stock issued for services | $66,034 | $143,100 |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
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 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 two projects:
| 1) | A 72.5% Net Revenue Interest in the Vitt oil lease located in Neosho County, Kansas |
| 2) | A 95% joint venture interest in the Pushmataha project, a natural gas project in Southeast Oklahoma |
The Company also retains a 10% overriding royalty interest in West Sheppard Pool, a natural gas project in Northeast Oklahoma, once operator receives $22,850 in revenue from the project.
During the fiscal year ended June 30, 2026, the Company disposed of its entire interest in the Blackrock JV for consideration of $25,000 and an additional 45% interest in the Pushmataha project. This transaction increased the Company’s 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.
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.
The Company has elected not to use the extended transition period for complying with any new or revised financial accounting standard provided pursuant to Section 13(a) of the Exchange Act permitted for Emerging Growth Companies. This is a change from prior periods and the election is irrevocable. The Company has adopted all standards at public company effective dates.
The Company has elected not to use the extended transition period permitted for Emerging Growth Companies.
OKMIN RESOURCES INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSJune 30, 2026
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and certain assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes. Actual results could differ from these estimates.
Cash and cash Equivalents
All highly liquid temporary cash investments with an original maturity of three months or less are considered to be cash equivalents. At June 30, 2026, the Company maintained its cash and cash equivalents of $22,178 in checking and savings accounts with Federally insured banking institutions.
Segment Information
ASC 280,“Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas and business segments. The Company’s chief operating decision maker (“CODM”), the Chief Executive Officer, manages the Company’s business activities in the Oil and Gas sector asone single operating and reportable segment at the consolidated level. The CODM uses consolidated net income (loss) as the sole measure of segment profit or loss for purposes of assessing performance and allocating resources. The CODM reviews consolidated financial information, including revenues and expenses as presented in the consolidated statements of operations. All financial information disclosed herein represents the results of the Company’s single reportable segment. The accounting policies of the reportable segment are the same as those described in the summary of significant accounting policies.
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. The Company does not currently have any proven oil and gas reserves, and the depreciation, depletion and amortization charges for the years ended June 30, 2026 and 2025 has consisted solely of depreciation of production and gathering equipment located on the Company’s projects. The Company provides for depreciation over the estimated life of each asset on a straight-line basis over 7 years.
OKMIN RESOURCES INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSJune 30, 2026
Asset Retirement Obligations
The fair value of a liability for an asset’s retirement obligation (“ARO”) is recognized in the period in which it is incurred if a reasonable estimate of fair value can be made, with the corresponding charge capitalized as part of the carrying amount of the related long-lived asset. The liability is accreted to its then-present value each subsequent period, and the capitalized cost is depleted over the useful life of the related asset. Abandonment costs incurred are recorded as a reduction of the ARO liability.
Inherent in the fair value calculation of an ARO are numerous assumptions and judgments including the ultimate settlement amounts, inflation factors, credit adjusted discount rates, timing of settlement, and changes in the legal, regulatory, environmental, and political environments. To the extent future revisions to these assumptions impact the fair value of the existing ARO liability, a corresponding adjustment is made to the oil and gas property balance. Settlements greater than or less than amounts accrued as ARO are recorded as a gain or loss upon settlement.
The Company has reviewed its oil and gas projects and determined an obligating event has not occurred as there are no established reserves, and the properties are in production. The amount of any future obligation is not reasonably estimable at present, but the obligation to plug and reclaim wells is likely to occur in future periods as they are permanently removed from production. Therefore, the Company has not recognized any asset retirement obligation liabilities as of June 30, 2026 or June 30, 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 Measurements and Disclosures”. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available.
ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories:
Level 1*—*Quoted market prices for identical assets or liabilities in active markets or observable inputs.
Level 2*—*Significant other observable inputs that observable market data can corroborate; and
Level 3*—*Significant unobservable inputs that observable market data cannot corroborate.
Financial instruments consist principally of cash and cash equivalents, accounts payable, and accrued liabilities. 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.
Allowance for Credit Losses
The Company accounts for expected credit losses in accordance with ASC 326,“Financial Instruments – Credit Losses (CECL)”. Management evaluates the collectability of receivables and records an allowance for expected credit losses based on factors including the counterparty’s credit history, economic conditions, and historical repayment experience. During the fiscal year ended June 30, 2026, the Company recorded an allowance for doubtful accounts of $25,000 related to the amount owed to the Company by Blackrock Energy. Subsequently, the Company and Blackrock agreed to offset lease operating expenses charged by Blackrock against the $25,000. These expenses totaled $12,393 in fiscal 2026, which has been recorded as bad debt recovery.
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 in accordance with ASC 606, which includes determining revenue recognition through the following steps: (1) identify contracts with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation. 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.
OKMIN RESOURCES INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSJune 30, 2026
Earnings (loss) per Share
Basic earnings (loss) per common share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding in the period. Diluted earnings (loss) per common share takes into consideration common shares outstanding (computed under basic earnings per share) and potentially dilutive common shares.
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.
Recently Issued Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The ASU requires disclosure of significant segment expenses regularly provided to the chief operating decision maker, an amount for other segment items, and the measure of segment profit or loss used by the chief operating decision maker, including for entities with a single reportable segment. We adopted ASU 2023-07 for the year ended June 30, 2025. Adoption did not have a material effect on the Company’s financial position or results of operations.
In December 2023, the FASB issued ASU 2023-09,“Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The ASU enhances income tax disclosures, primarily related to the rate reconciliation and income taxes paid. For public business entities, the amendments are effective for annual periods beginning after December 15, 2024. We adopted ASU 2023-09 during the fiscal year ended June 30, 2026. The adoption did not have a material impact on our consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses”. ASU 2024-03 requires public business entities to provide additional disclosures regarding specified categories of expenses included within relevant income statement captions. The standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of ASU 2024-03 on its consolidated financial statements and related disclosures.
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.
OKMIN RESOURCES INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSJune 30, 2026
3. GOING CONCERN
The Company currently has limited operations. These 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 consolidated financial statements, the Company had a net loss of $367,299 for the year ended June 30, 2026 (year ended June 30, 2025 - $597,167) and an accumulated deficit of $2,672,984 as of June 30, 2026 (2025 - $2,305,685). The Company also has an accrued liability of $600,750 (2025 - $438,750) due to its President and CEO for unpaid salary. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.
The Company had a working capital deficit of $708,433 as of June 30, 2026 (as of June 30, 2025 – working capital deficit of $742,439) and management believes that the Company will require additional working capital for the 2027 fiscal year. For the 2027 fiscal year which started in July, we anticipate cash needs of approximately $230,000 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 intends to obtain the required capital through private sales of securities and/or debt financing.
The Company’s future success is dependent upon its ability to achieve profitable operations, generate cash from operating activities and obtaining additional financing. If such additional financing is not available on terms acceptable to us or at all, then we may need to curtail our operations and/or take additional measures to conserve and manage our liquidity and capital resources, any of which would have a material adverse effect on our financial position, results of operations, and our ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
OKMIN RESOURCES INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSJune 30, 2026
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%. 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.
The property has been negatively affected by persistent infrastructure issues 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 and an additional 45% interest in the Pushmataha project. 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, 2026 lease operating expenses recorded for the Vitt were $3,825. The lease covers 160 acres andcurrently 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.
The Company entered into an operating agreement covering the Vitt Lease with Petron Oil and Gas LLC (“Petron”), pursuant to which Petron would 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.
During the 4 th 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. Additionally, due to a lack of ongoing production over the past year, there is a risk of the lease lapsing, as such we have written off the entire capital value of this project, though are still exploring ways to continue developing the property.
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, with no revenue recorded in the last fiscal year ended June 30, 2026. During the year ended June 30, 2026, we wrote off the remaining capitalized value of the Vitt Lease of $4,265.
West Sheppard Pool Field 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.
OKMIN RESOURCES INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSJune 30, 2026
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 (“Sheppard Pool”), 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 County, Oklahoma. Blackrock had previously entered into a separate option to acquire working interests ranging from 92 -100% in the existing wells and lease acreage from a third party. In connection with the initial acquisition, the Company expended approximately $253,000 in cash. Under the terms of the Joint Venture agreement, after deducting operating costs including a flat sum of $1,000 per month to Blackrock as operator, the Company shall receive all net income from revenues of the project until it has recouped $125,000, thereafter, the parties shall equally split the income.
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 and an additional 45% joint venture 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. For the fiscal year ended June 30, 2026, we recorded $7,591 in revenues from gas sales from the project.
The existing seven wells show additional behind-pipe zones and the joint venture partners assessed recompleting a new zone in one of the wells called the KDC. The operator previously had a rig out on site at KDC and commenced some work on the well and was planning to conduct a recompletion, though weather conditions made it too dangerous to proceed. Plans were also underway for the operator to commence repairing or possibly replacing the plunger lift systems of some of the wells, with the goal of dewatering the wells to enable the gas to flow freely. The joint venture partners have deferred pursuing this active rework activity during the current downturn in natural gas pricing or until additional capital is available.
In July 2022, a hydrocarbon survey was conducted across these leases utilizing a third party patented remote sensing technology, which has provided the operator with valuable data in charting the potential for the future development of this project. There is also space to drill new gas wells on the 3,840 acre leasehold, using the hydrocarbon mapping as a tool to locate the optimal drilling locations in these reservoirs.
In the fiscal year ended June 30, 2026, lease operating expenditures were $26,927 with additional gas fees, transportation and taxes aggregating $2,282. 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.
OKMIN RESOURCES INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSJune 30, 2026
The following table details the carrying value of our oil and gas property interests for the year ended June 30, 2025 and 2026.
| Schedule of oil and gas property interests | ||||
|---|---|---|---|---|
| Blackrock JV | West Sheppard Pool | Pushmataha | Vitt (Kansas) | |
| Capitalized Value, July 1, 2024 | 154,618 | 10,193 | 109,309 | 20,116 |
| Impairment | (83,926) | (9,909) | (60,902) | (12,266) |
| Depreciation | (2,608) | (284) | (536) | (2,008) |
| Capitalized Value, June 30, 2025 | 68,084 | — | 47,871 | 5,842 |
| Impairment / reclassification | — | 71 | (24,765) | (4,336) |
| Property exchange transaction | (68,084) | — | 43,084 | — |
| Depreciation | — | (71) | (536) | (1,506) |
| Capitalized Value, June 30, 2026 | — | — | 65,654 | — |
5. IMPAIRMENT OF OIL AND GAS PROPERTIES
During the year ended June 30, 2026, 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 year ended June 30, 2026, an impairment charge of $29,030 (year ended June 30, 2025 - $167,003) was recorded as an expense.
**6. REVENUES AND COST OF REVENUES **
For the year ended June 30, 2026, the Company had production revenue of $8,859 compared to revenue of $22,180 for the year ended June 30, 2025. Refer to the table below of production and revenue through June 30, 2026. For the years ended June 30, 2026 and June 30, 2025 our cost of revenue, consisting of lease operating expenses and production and excise taxes were $34,625 and $42,713 respectively.** **
| Schedule of production and revenue | |||||||
|---|---|---|---|---|---|---|---|
| Oil and Gas production by property For the fiscal year ended June 30, 2026 | |||||||
| Oil · Natural Gas | |||||||
| Project | Production (BBLS) | Avg. Cost ($) | Avg. Sales Price ($) | Production (MCF) | Avg. Cost ($) | Avg. Sales Price ($) | Total Revenue ($) |
| Black Rock JV | 21 | 72 | 60.59 | — | — | — | 1,268 |
| Pushmataha | — | — | — | 2,360.43 | 11 | 3.22 | 7,591 |
| Vitt Lease | — | — | — | — | — | — | — |
| Oil and Gas production by property For the fiscal year ended June 30, 2025 | |||||||
|---|---|---|---|---|---|---|---|
| Oil · Natural Gas | |||||||
| Project | Production (BBLS) | Avg. Cost ($) | Avg. Sales Price ($) | Production (MCF) | Avg. Cost ($) | Avg. Sales Price ($) | Total Revenue ($) |
| Black Rock JV | 328 | 56 | 61.83 | — | 0 | — | 20,294 |
| Pushmataha | — | — | — | 811 | 24 | 1.89 | 1,532 |
| West Sheppard | — | — | — | — | — | — | — |
| Vitt Lease | 5.44 | 55 | 65.17 | — | — | — | 354 |
OKMIN RESOURCES INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSJune 30, 2026
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. SHORT-TERM BORROWING
The Company maintains several credit cards and business lines of credit with large financial institutions. Interest is charged on the outstanding balance of each account monthly, and interest rates vary from 16.0-24.74% annually. Interest expense related to this borrowing totaled $18,670 for the fiscal year ended June 30, 2026 (fiscal 2025 - $17,262).
Jonathan Herzog, the Company’s President, CEO and Director, has personally guaranteed these credit arrangements and is responsible for repayment if the Company is unable to repay the amounts borrowed.
8. IMPAIRMENT OF DOUBTFUL ACCOUNTS
The Company accounts for expected credit losses in accordance with ASC 326,“Financial Instruments – Credit Losses (CECL)”. Management evaluates the collectability of receivables and records an allowance for expected credit losses based on factors including the counterparty’s credit history, economic conditions, and historical repayment experience. During the fiscal year ended June 30, 2026, the Company recorded an allowance for doubtful accounts of $25,000 related to the amount owed to the Company by Blackrock Energy under the transaction where the Company exchanged its interest in the Blackrock Joint-Venture for an additional 45% interest in the Pushmataha project and $25,000. Blackrock was unable to pay the $25,000 in cash on closing. Therefore, management decided to classify the $25,000 as impaired due to the uncertainly of collection. The Company and Blackrock later agreed that billing amounts for any work performed by Blackrock on behalf of the Company on its other oil and gas leases will be credited against the $25,000 owed until the debt is fully extinguished. During the fiscal year ended June 30, 2026, Blackrock has billed the Company $12,393 for work performed, and the Company has credited that amount against the original $25,000 owed which leaves an impairment of doubtful accounts of $12,607 as of June 30, 2026.
9. 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 June 30, 2026, 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 with the payment of $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 45% 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.
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 June 30, 2026, the Company had 128,511,487 shares of its common stock issued and outstanding.
OKMIN RESOURCES INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSJune 30, 2026
The Company has issued the following shares in the two most recent fiscal years:
| · | 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. |
| · | On March 16, 2026, the Company issued 1,800,000 common shares at $0.03 per share in connection with a private placement for proceeds of $54,000. |
| · | On March 27, 2026, the Company issued 1,000,000 common shares at $0.05 per share to a corporate advisor. |
| · | On June 29, 2026, the Company issued 22,200 common shares at $0.05 to Sierra Land Resources, LLC in connection with ongoing consulting on the Company’s oil and gas properties. |
| 10. | LITIGATION SETTLEMENT |
The Company was a party in a class-action lawsuit filed against its former auditor which alleged negligence in their audit services. During the fiscal year ended June 30, 2026, the former auditor settled the lawsuit. The Company’s portion of the settlement was $10,066 which was received in April 2026.
| 11. | TERMINATED MERGER AGREEMENT |
On January 29, 2026, the Company entered into a merger agreement with BevPoint Capital LP, a Florida limited partnership ("BevPoint"). BevPoint is the owner and operator of American Icon Brewery and intends to acquire similar businesses. Under the agreement, all interests in BevPoint would be converted into the right to receive an aggregate of 220,000,000 shares of Okmin common stock representing approximately 55.6% of the post-closing outstanding shares, with additional shares to be issued to BevPoint holders upon the achievement of certain financial milestones. The Company would also issue a convertible promissory note to the principals of the combined entity.
The merger was conditional upon a number of closing conditions. In April 2026, the Company announced that these closing conditions were not satisfied within the required timeframe, and the merger agreement was terminated. The Company did not incur any specific costs due to the merger agreement or its termination.
OKMIN RESOURCES INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSJune 30, 2026
| 12. | NET INCOME PER COMMON SHARE |
A reconciliation of the components of net loss per common share for the years ended June 30, 2025 and 2024 are presented below:
| Schedule of components of net loss per common share | ||
|---|---|---|
| 2026 | 2025 | |
| Net loss | $(367,299) | $(597,167) |
| Basic weighted average number of common shares outstanding | 124,713,874 | 116,294,784 |
| Effect of dilutive securities | ||
| Preferred Stock | 50,000,000 | 50,000,000 |
| Convertible Debt | — | 6,694,770 |
| Effect of dilutive securities | 50,000,000 | 56,694,770 |
| Diluted weighted average number of common shares outstanding | 174,713,874 | 172,989,554 |
| Basic loss per common share | $(0.00) | $(0.01) |
| Diluted loss per common share | $(0.00) | $(0.01) |
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.
**13. 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, 2026.
During the year ended June 30, 2026, the Company issued the following common shares for compensation:
| a) | 173,090 common shares at $0.06 per share to Sierra Land Resources, LLC 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 common shares to Sierra for their work in lieu of cash fees based upon the average price of the Company’s common stock for the month in which the services were performed. |
| b) | 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. |
| c) | 1,000,000 common shares at $0.05 per share to Andrew Glashow upon his initial engagement for corporate advisory services. |
| d) | 22,200 common shares at $0.05 to Sierra Land Resources, LLC in connection with ongoing consulting on the Company’s oil and gas properties. |
OKMIN RESOURCES INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSJune 30, 2026
During the year ended June 30, 2025, the Company issued the following common shares for compensation:
| a) | 225,000 common shares at a deemed value of $9,000 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 common shares to Sierra for their work in lieu of cash fees based upon the average price of the Company’s common stock for the month in which the services were performed. |
| b) | 2,500,000 common shares were issued at a deemed price of $0.04 per share for a deemed value of $100,000 to Samuel Naparstek for consulting work and services. |
| c) | 250,000 common shares were issued at $0.04 per share for a deemed value of $10,000 to a consultant for corporate regulatory consulting services. |
| d) | 500,000 common shares were issued at $0.0482 per share at a deemed value of $24,100 for legal fees. |
14. INCOME TAXES
A reconciliation of the provision for income taxes with amounts determined by applying the statutory U.S. federal income tax rate to income before income taxes is as follows:
| Schedule effective income tax reconciliation | ||
|---|---|---|
| Fiscal years ended June 30, | ||
| 2026 | 2025 | |
| Federal statutory income tax rate | (21.0)% | (21.0)% |
| State income taxes, net of federal benefit | (4.0) | (4.0) |
| Permanent differences | 3.2 | 3.2 |
| Change in valuation allowance | 21.8 | 21.8 |
| Provision for income taxes | 0.0% | 0.0% |
The benefit for income taxes differed from the amount computed using the US federal income tax rate of 21.0% for June 30, 2026 and 2025 were as follows:
| Schedule of income tax provision | ||
|---|---|---|
| Fiscal years ended June 30, | ||
| 2026 | 2025 | |
| Income tax (benefit) | (77,133) | (125,405) |
| Non-deductible | 34,021 | 34,021 |
| Change in valuation allowance | 43,112 | 91,384 |
| Income tax (benefit) per financial statements | — | — |
Net operating loss carry forwards of $2,072,234 at June 30, 2026 are available to offset future taxable income. This results in a net deferred tax asset, assuming an effective tax rate of 21% of approximately $435,169 at June 30, 2026
OKMIN RESOURCES INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSJune 30, 2026
15. 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. None of the cash portion of Mr. Herzog’s compensation was paid during fiscal 2026 or fiscal 2025 ended June 30, and therefore the cash compensation portion has also been accrued. As of June 30, 2026 and June 30, 2025, the Company has accrued $600,750 and $438,750 as accrued liabilities – related party, respectively. If the accrued amounts were to be settled through the issuance of common or preferred shares, such issuances would increase Mr. Herzog’s voting percentage of the issued and outstanding shares and potentially provide Mr. Herzog with voting control.
The Board of Directors approved a bridge financing facility with Mr. Herzog for up to $50,000 with no interest payable. Any money borrowed by the Company under the facility would be repaid upon completion of future financing transactions. On November 26, 2025, Mr. Herzog extended the Company $10,000 under the facility. In the quarter ended March 31, 2026, Mr. Herzog advanced to the Company an additional $20,000 under the facility.
On November 12, 2024, the Company issued 2,500,000 common shares at $0.04 per share to Samuel Naparstek, a Director of the Company, for corporate consulting services.
On September 19, 2025 the Company issued 6,503,024 common shares at $0.03 per share to an entity controlled by Roy Mansano to satisfy in full payment on an existing convertible note with the Company. Mr. Mansano is considered a related person due to his ownership of greater than 5% of the Company’s issued and outstanding common shares.
16. 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 has 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. As of June 30, 2025, the loan had an outstanding balance of $131,135 and unpaid interest was $63,956 payable on the convertible loan with repayments revised in accordance with the lender at a minimum of $2,000 monthly. The principal amount of the loan is secured by a lien on the Vitt Lease. In the related security agreement, the Company has agreed to remit the first $125,000 in net revenue received from its interest in the Pushmataha Gas Field toward the payment and performance of the note.
On January 3, 2023, the convertible loan agreement was amended to limit the Investor’s ability to convert the loan to only that portion of the outstanding loan amount that would result in the Investor being the beneficial owner of not more than 9.99% of the Company’s class of common stock. In the quarter ended September 30, 2023, the Company, in agreement with the Investor, temporarily suspended monthly repayments. The loan continued to accrue interest during this period.
The Company has determined that the loan is accounted for as a liability and not equity as repayment is being made in cash pursuant to the repayment schedule, and no conversion of any of the principal or interest into common shares has been made. Management assessed there is no embedded derivative and therefore no need for the bifurcation of proceeds at initial recognition.
In September 2025, the Company reached an agreement with the Investor to convert all the principal and interest outstanding as of June 30, 2025 into common shares of the Company at a price of $0.03 per share. All interest accrued on the note after June 30, 2025 was forgiven. 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. As a result, the lien on the Vitt Lease has been released and the agreement to remit net revenue from Pushmataha towards payment of the note is withdrawn.
OKMIN RESOURCES INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSJune 30, 2026
17. SUBSEQUENT EVENTS
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 in the project. 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. Although management remains in conversations with the third-party offeror, there is no guarantee that any transaction or other business agreement will result.
The Company has evaluated subsequent events through the filing date of these financial statements and has determined that there are no such events that are material to the financial statements to be disclosed.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.