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OKMIN RESOURCES, INC.

For the period ended Sep 30, 2025. Filed Nov 25, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 25, 2025

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What changed in Management’s Discussion and Analysis?

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Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-16.

0001079973-25-000885

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.*

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-25.

0001553350-25-000149

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 68 previous paragraphs and 39 current paragraphs.

22 unchanged; 9 reworded; 8 added; 35 removed; 2 previous and 0 current paragraphs rearranged.

Tables are not compared: 1 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (8)

Current report

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

Current report

Financing activities provided net cash of $30,000 in the three months ended September 30, 2025. The Company completed a private placement of 1,000,000 common shares at a price of $0.03 per share for proceeds of $30,000. For the three months ended September 30, 2024, financing activities used cash of $6,000 which was entirely for repayment of debt.

Current report

The Convertible debt maintained by the company had a 10% annual interest rate, was initially set up with repayments of $3,500 per month commencing as of May 2022 and any open balance is convertible at the Lender’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 note. The principal amount of the note was secured by a lien on the Vitt lease. In the related security agreement, the Company 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. Beginning in November 2023, the Company and the lender agreed to reduce the monthly repayment to $2,000. As of June 30, 2025, the Company had a remaining balance of $131,135 on the note and outstanding interest of $63,956. Subsequent to the end of the fiscal year, the lender agreed to convert the entire remaining principal and interest due as of June 30 th 2025 into common shares of the Company at a deemed price of $0.03 per share. On September 19, 2025, the Company issued 6,503,024 common shares to the noteholder to settle the note in full.

Current report

The Company had a net loss of $73,430 for the three months ended September 30, 2025 and an accumulated deficit of $2,379,115. As at September 30, 2025, we had a working capital deficit of approximately $554,814. We are still an earlier stage company and to date we have only achieved limited revenues from operations and anticipate that operating revenues will continue to be limited until the Company is in a position to commit substantial capital resources to its operations.

Current report

For the 2026 fiscal year we anticipate cash needs of approximately $270,000 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. A portion of the required cash will be obtained from oil and gas sales. The Company plans to obtain the remainder of the required capital through private sales of securities or debt financing.

Current report

The Company had a working capital deficit of $554,814 as at September 30, 2025. In the 2026 fiscal year we anticipate cash needs of a minimum of $270,000, to maintain general corporate overhead and for continued work in maintaining our existing lease properties. This does not include any potential workovers, re-entries, stimulation treatments and recompletions of existing non or low producing wells, which would require additional capital commitments. The Company plans to obtain that capital by issuing equity securities, which may consist of either capital stock or convertible debt.
Removed paragraphs (35)

Previous report

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

Previous report

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

Previous report

Okmin entered into a Joint Venture Agreement and Operating Agreement in February 2021, committing $100,000 in the initial phase to acquire working interests in ten oil and gas leases located in Okmulgee and Muskogee Counties in Oklahoma. Under the Operating Agreement, Okmin has a 50% Working Interest in 710 acres and a 25% interest in 80 acres. The Company’s Joint Venture partner, Blackrock Energy LLC (“Blackrock”), is the operator of the project. Pursuant to a further agreement entered into on June 10, 2022, the Company added an additional five oil and gas leases across 739 acres to its Joint Venture with Blackrock, thereby expanding the overall project to fifteen leases covering over 1,500 acres. In the nine months ended March 31, 2025, lease operating expenses including taxes recorded across the extended Joint Venture totaled $15,120 and our share of the Joint Venture recorded revenues of $15,719 from oil and gas sales, predominantly oil, compared with $41,109 in revenues for the corresponding nine months ended March 31, 2024.

Previous report

The Company through its wholly owned Kansas subsidiary, Okmin Operations, LLC entered into an agreement in July 2021 to acquire a 72.5% Net Revenue Interest in the Vitt Lease located in Neosho County, Kansas. Okmin Operations, LLC acquired the lease with a cash payment of $25,000 together with a commitment to make additional capital and operating expenditures to rework the wells on the lease. The lease covers 160 acres and after initial reworking now includes nine oil wells, two idle wells and four water injection wells. At present the wells are not pumping, as they require additional maintenance work. As of March 31, 2025, aggregate additional expenditures beyond the purchase totaled approximately $108,550. During the nine months ended March 31, 2025, the Company conducted minimal work on the Vitt lease, so expenditures totaled $550. For the nine months ended March 31, 2025, the Company received $355 in revenue from the project compared to revenues for the nine months ending March 31, 2024 of $1,972.

Previous report

The Vitt Lease has now become a small nominal lease able to produce oil, though not on a consistent basis as we continue to encounter various maintenance issues that have to be addressed. The Company continues to explore a number of possibilities for the Vitt Lease, which may include involving a partner in its further development.

Previous report

The Company previously had a 50% joint venture interest in the West Sheppard Pool Field, a series of leases totaling 1,930 acres located in Okmulgee County, Oklahoma. 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.

Previous report

As of November 2024, the Company assigned its 50% interest in the West Sheppard Pool project to Sheppard Pool Operating, LLC, the operator of the project. After Sheppard Pool Operating has received $22,850 in revenue from the project, the Company will receive a 10% overriding royalty interest (“ORRI”) in the project. Sheppard Pool may elect to reduce the 10% ORRI to 5% by a one-time payment of $100,000 to the Company within 4 years of the effective date of the agreement.

Previous report

During the nine months ended March 31, 2025, gas sales continued to be suspended on the property and the Company recorded no expenditures or revenues from the project.

Previous report

In December 2021, the Company exercised its option and entered into a definitive joint venture and operating agreement with Blackrock to acquire 50% of Blackrock’s interest in the Pushmataha Gas Field, comprising 6 leases covering an area of 3,840 acres located in Pushmataha County, Oklahoma. Blackrock had previously entered into a separate option to acquire working interests ranging from 92 -100% in the existing wells and lease acreage from a third party. In connection with the initial acquisition, the Company expended approximately $253,000 in cash. Under the terms of the Joint Venture agreement, after deducting operating costs including a flat sum of $1,000 per month to Blackrock as operator, the Company shall receive all net income from revenues of the project until it has recouped $125,000, thereafter, the parties shall equally split the income.

Previous report

The Company entered into an agreement to become a 50% Joint Venture partner with Blackrock. The leases owned by the Joint Venture are subject to landowner royalties and other commitments resulting in net revenue interests to the joint venture of between 71% - 76%, with the exception of the Stephenson well, which has a net revenue interest of approximately 68%.

Previous report

Pushmataha has seven existing gas wells ranging in depth from 10,000 - 12,300 feet. The wells were inactive since 2019 due to line leaks and lower gas prices, though in April 2021 some wells were put back online and have at various intervals produced between 100 - 300 thousand cubic feet per day (MCFD).

Previous report

The existing seven wells show additional behind-pipe zones and the joint venture partners assessed recompleting a new zone in one of the wells called the KDC. The operator had a rig out on site at KDC in late January 2023 and commenced some work on the well and were planning to conduct a recompletion, though weather conditions made it too dangerous to proceed. Plans were also underway for the operator to commence repairing or possibly replacing the plunger lift systems of some of the wells, with the goal of dewatering the wells to enable the gas to flow freely. The joint venture partners have temporarily deferred pursuing this active rework activity following the downturn in natural gas pricing or until additional capital is available.

Previous report

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

Previous report

In the nine months ended March 31, 2025, the Company’s lease operating expenditures on the project were $14,211 with additional gas fees, transportation and taxes aggregating $640. For the nine months ended March 31, 2025 the Company recorded $1,388 in revenues from the project compared to revenues for the nine months ending March 31, 2024 of $10,849. The revenue amount for the current nine-month period was negatively affected by a reduction in production and differences between revenue accruals made during the first quarter which were later adjusted downward in the second quarter due to the final sales receipts.

Previous report

The operator believes with additional capital expenditures for reworking and recompletion efforts it can further optimize the production potential of this field. The application of newer technologies could also have an important impact on the economics for this asset.

Previous report

Management is actively evaluating various new strategic investment and acquisition opportunities in the resources sector, including opportunities to potentially broaden our activities beyond the development of conventional oil and gas projects.

Previous report

No agreements to acquire new assets or interests have been reached, and any future agreements would be subject to the Company being able to secure adequate additional financing.

Previous report

For the Nine months ended March 31, 2025, as compared to the Nine months ended March 31, 2024

Previous report

General and administrative expenses increased to $311,294 for the nine months ended March 31, 2025 as compared to $287,104 for the nine months ended March 31, 2024. This increase is largely attributable to the Company recording a non-recurring and non-cash expense of $119,000 in connection with stock issued to in lieu of cash payments to consultants and a director of the Company for services, and higher audit fees due to the requirement to audit the prior two fiscal years as a result of our change of auditors. During the nine months ended March 31, 2025, of note we recorded the following expenses as compared to the corresponding period in 2024: legal fees were none vs. $45,000; audit fees were higher $27,783 vs $18,700; consultants and other professional fees (predominantly non-cash) were $119,000 vs $67,208 and depreciation was slightly higher at $4,077 vs. $3,835. Other expenses related to compensation, filing and transfer agent fees, rent and other general and administrative expenses necessary for our operations.

Previous report

The net loss for the nine months ended March 31, 2025 was $353,785 compared to a net loss of $324,814 for the nine months ended March 31, 2024. The Expenses during the nine month period ended March 31, 2025, included: $30,538 in lease operating expenses (including taxes and royalties) and an impairment of $15,761 taken on oil and gas properties in the second quarter, $121,500 in accrued and unpaid compensation. Audit and accounting fees were higher following a transition to new auditors and a non-cash expense of $119,000 was recorded in connection with stock issuances in lieu of services, plus other general and administrative expenses necessary for our operations. The Expenses during the comparative nine month period ended March 31, 2024 were lower overall, as stock issued in lieu of services was lower during this corresponding period.

Previous report

In the nine month periods ended March 31 2025 and 2024, there were no investing activities and net cash was $Nil for both nine month periods.

Previous report

Net cash used in operating activities in the nine months ended March 31, 2025 totaled $132,595 vs, $120,670 in the corresponding nine months ended March 31, 2024.

Previous report

Our business plan calls for substantial capital resource requirements and we have incurred significant losses since inception. The Company had a net loss of $353,785 for the nine months ended March 31, 2025 and an accumulated deficit of $2,062,303 as of March 31, 2025. The Company had a working capital deficit of $675,745 as at March 31, 2025 and for the remainder of the 2024 fiscal year, the Company anticipates cash needs of approximately $50,000. The Company anticipates receiving limited revenue from oil and gas sales and intends to obtain the remaining capital through private sales of securities or debt funding.

Previous report

The Company had a working capital deficit of $675,745 as at March 31, 2025 and management believes that the Company will require additional working capital for the remainder of the 2025 fiscal year. For the remainder of the 2025 fiscal year, the Company anticipates cash needs of approximately $50,000. The Company anticipates receiving limited revenue from oil and gas sales and intends to obtain the remaining capital through debt and/or equity funding.

Previous report

The effect of inflation on our revenue and operating results was not significant.
Reworded paragraphs (9)

Previous wording

Okmin has been focused on the acquisition and development of domestic oil and gas fields, investing in lower profile rework and recompletion opportunities with lower entry costs. The Company's initial projects are located in Oklahoma and Kansas.

Current wording

As a development stage company, Okmin has been focused on the acquisition and development of domestic oil and gas fields, investing in lower profile rework and recompletion opportunities with lower entry costs. The Company's initial projects are located in Oklahoma and Kansas.

Previous wording

We generated $6,159 in revenue from oil and gas sales for the three months ended March 31, 2025, as compared to $8,465 in revenues generated in the three months ended March 31, 2024. The decrease in revenue is predominantly attributable to lower oil and natural gas prices. These lower prices not only reduced the sales price we received for production sold, but also led to the curtailment of operations on certain of our properties until prices improve which resulted in a decrease of our production volumes. We also received $265 in interest income from our cash balances for three months ended March 31, 2025.

Current wording

We generated $2,088 in revenue from oil and gas sales for the three months ended September 30, 2025, as compared to $5,991 in revenues generated in the three months ended September 30, 2024. The decrease in revenue is predominantly attributable to lower energy prices. These lower prices not only reduced the sales price we received, but also led to the curtailment of operations on certain of our properties until prices improve which resulted in a decrease of our production volumes.

Previous wording

General and administrative expenses decreased to $59,037 for the three months ended March 31, 2025 compared to $99,065 for the three months ended March 31, 2024. This decrease is largely attributable to management actively reducing expenses, including minimizing legal and professional fees. In the previous corresponding quarter, we had recorded an expense of $25,289 in connection with stock that was issued to an outside consultant of the Company. Other expenses related to compensation, interest, rent, accounting and professional fees and other general and administrative expenses necessary for our operations.

Current wording

General and administrative expenses increased to $79,588 for the three months ended September 30, 2025 compared to expenses of $59,379 for the three months ended September 30, 2024. The primary reason for the increase was due to higher consulting and professional fees in the current period. Expenses related to compensation, interest, rent, accounting and professional fees and other general and administrative expenses necessary for our operations were relatively flat compared to the prior period.

Previous wording

The net loss for the three months ended March 31, 2025 was $67,241 compared to a net loss of $121,127 for the three months ended March 31, 2024. The expenses during the three month period ended March 31, 2025, included: $9,758 in lease operating expenses (including taxes and royalties), $40,500 in deferred and unpaid compensation, $3,528 in interest expense, $8,700 in listing fees and other general and administrative expenses necessary for our operations. Expenses during the comparative three month period ended March 31, 2024, including lease operating expenses, were higher and included: $25,045 in lease operating expenses (including taxes and royalties), $40,500 in compensation, $4,199 in interest expense, $17,500 in legal fees and $25,289 in connection with stock issued in lieu of services and other general and administrative expenses necessary for our operations.

Current wording

The net loss for the three months ended September 30, 2025 was $73,430 compared to a net loss of $67,785 for the three months ended September 30, 2024. Expenses during the three month period ended September 30, 2025, included: $6,968 in lease operating expenses (including taxes and royalties), $40,500 in deferred and unpaid compensation, $5,559 in interest expense and financing costs, $8,700 in compliance listing related fees, $37,366 in accounting and professional fees and other general and administrative expenses necessary for our operations. Expenses during the comparative three month period ended September 30, 2024 included: $9,717 in lease operating expenses (including taxes and royalties), $40,500 in deferred and unpaid compensation, $4,320 in interest expense and financing costs, $8,400 in compliance listing related fees, $9,599 in accounting and professional fees and other general and administrative expenses necessary for our operations.

Current wording

There was no cash provided by or used in investing activities for the three month periods ended September 30, 2025 or September 30, 2024.

Previous wording

As of March 31, 2025, we had total assets of $315,108, comprised primarily of cash and cash equivalents of $40,686 and oil and gas properties $274,398. As at March 31, 2025, we had total liabilities of $716,431, primarily comprised of convertible debt and related interest payable of $197,712, accounts payable of $36,327, other liabilities of $84,142, and accrued liabilities of $398,250 which is predominantly deferred compensation expense as the CEO is currently deferring salary in an effort to conserve cash.

Current wording

As of September 30, 2025, we had total assets of $134,878, comprised primarily of cash of $13,623 and oil and gas properties of $96,090. As of September 30, 2025, we had total liabilities of $593,437, primarily comprised of deferred and accrued compensation of $479,250, accrued liabilities of $38,630, and other liabilities of $75,557.

Previous wording

To date, we have funded our operations primarily through the issuance of equity and/or convertible securities for cash. We depend upon debt and/or equity financing and revenues to fund our ongoing operations and to execute our current business plan. In the current 2025 fiscal year, such capital requirements will be in excess of what we have in available cash for planned ongoing activities.

Current wording

To date, we have funded our operations primarily through private sales of equity and/or convertible securities for cash. We depend upon debt and/or equity financing and revenues to fund our ongoing operations and to execute our current business plan. In the 2026 fiscal year, such capital requirements and the requirements for our planned ongoing activities is greater than the capital we currently have available. We will be required to obtain alternative or additional financing from financial institutions, investors or otherwise, in order to maintain and expand our existing operations. Our most likely source of additional capital is through the sale of our securities, including common stock. We may also obtain capital through the sale of preferred stock or convertible securities, or through debt financing. If we are unable to obtain additional financing it would have a material adverse effect upon our business, financial condition and results of operations, including negatively affecting our ability to complete ongoing activities and which could cause us to curtail or cease certain of our operations.

Previous wording

As reflected in the accompanying condensed financial statements, the Company had a net loss of $353,785 for the nine months ended March 31, 2025 and an accumulated deficit of $2,062,303 as of March 31, 2025. These factors, among others, raise doubt about the Company’s ability to continue as a going concern.

Current wording

As reflected in the accompanying condensed financial statements, the Company had a net loss of $73,430 for the three months ended September 30, 2025 and an accumulated deficit of $2,379,115 as of September 30, 2025. These factors, among others, raise doubt about the Company’s ability to continue as a going concern.

Previous wording

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

Current wording

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.
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

We generated $17,461 in revenue from oil and gas sales for the nine months ended March 31, 2025, as compared to $53,931 in revenues generated in the nine months ended March 31, 2024. The decrease in revenue is attributable to lower energy prices. These lower prices not only reduced the sales price we received for oil and gas sold, but also led to the curtailment of operations on our properties until prices improve which resulted in a decrease of our production volumes. We also received $1,160 in interest income from our cash balances for nine months ended March 31, 2025.

Previous report — wording carried elsewhere

We will be required to obtain alternative or additional financing from financial institutions, investors or otherwise, in order to maintain and expand our existing operations. The failure by us to obtain such financing would have a material adverse effect upon our business, financial condition and results of operations, and adversely affect our ability to complete ongoing activities.