United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 10-K

(Mark One)

☒Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, ~~2024~~2025

☐Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ___________to ___________

Commission file number ~~333~~000-~~263384~~56587

Circle Energy, Inc.

(Exact name of registrant as specified in its charter)

Nevada		87-4125972
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

8211 E. Regal Place Tulsa, OK		74133
(Address of principal executive offices)		(Zip Code)
(918) 994-0693
(Registrant’s telephone number, including area code)

Securities registered ~~under~~pursuant to Section 12(b) of the Exchange Act: None

~~Title~~Securities ofregistered ~~Each~~pursuant ~~Class~~to ~~Trading~~Section ~~Symbol~~12(g) ~~Name~~ of the Exchange Act: Common Stock, $0.001 par value.

~~Securities~~The ~~registered~~Company’s ~~under~~common ~~Section~~stock ~~12(g)~~is ofquoted on the ~~Exchange~~OTCQB ~~Act: Common~~under ~~Stock,~~the ~~$0.001~~symbol ~~par value~~“CRCE.”

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨ No x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer x	Smaller reporting company ☒
Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x

As of June 30, ~~2024~~2025, the aggregate market value of the common voting stock held by non-affiliates of the registrant, based upon the closing stock price on that day on the OTCQB of $12.2550 per share, was $~~475~~950,000.

As of March 2023, ~~2025~~2026, the issuer had outstanding 1,530,000 shares of common stock ($0.001 par value).

Documents incorporated by reference: None

TABLE OF CONTENTS

PART I
	Item 1:	Business	5
	Item 1A:	Risk Factors	12
	Item 1B:	Unresolved Staff Comments	20
	Item 1C:	C yber Security	20
	Item 2:	Properties	21
	Item 3:	Legal Proceedings	22
	Item 4:	Mine Safety Disclosures	22
PART II
	Item 5:	Market for Registrant's Common Equity, Related Stockholder Matters and Issued Purchases of Equity Securities	23
	Item 6:	Selected Financial Data	24
	Item 7:	Management's Discussion and Analysis of Financial Condition and Results of Operations	24
	Item 7A:	Quantitative and Qualitative Disclosures About Market Risk	26
	Item 8:	Financial Statements and Supplementary Data	26
	Item 9:	Changes in and Disagreement's With Accountants on Accounting and Financial Disclosure	26
	Item 9A:	Controls and Procedures	27
	Item 9B:	Other Information	27
PART III
	Item 10:	Directors, Executive Officers and Corporate Governance	28
	Item 11:	Executive Compensation	29
	Item 12:	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	29
	Item 13:	Certain Relationships and Related Transactions, and Director Independence	30
	Item 14:	Principal Accounting Fees and Services	31
PART IV
	Item 15:	Exhibits, Financial Statement Schedules	32

Forward Looking Statements

This Annual Report on Form 10-K ~~(herein, “Annual Report”)~~ contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical ~~fact~~facts included in this Annual Report ~~regarding our strategy~~, ~~future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management~~ are forward-looking statements. When used in this Annual Report, the words “could,” “would,” “should,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” or other similar expressions are intended to identify forwardForward-looking statements, ~~although~~include ~~not all forward-looking~~ statements ~~contain~~regarding ~~such identifying words. All forward-looking statements speak only as of the date of this Annual Report. Although we believe that~~ our ~~plans~~strategy, ~~intentions and expectations reflected in or suggested by the forward-looking statements we make in this Annual Report are reasonable, we can give no assurance that these~~ plans, ~~intentions or expectations will be achieved. We are making investors aware that such forward-looking statements~~objectives, ~~because they relate to~~ future ~~events~~operations, ~~are~~financial byposition, ~~their~~financial ~~very~~condition, ~~nature~~liquidity, ~~subject~~capital toresources, ~~many~~exploration ~~important~~activities, ~~factors~~and ~~that could cause actual results to differ materially from those contemplated~~prospects. ~~Such factors include:~~

~~·declines~~Forward-looking orstatements ~~volatility~~are inoften identified by the ~~prices~~use weof ~~receive~~words ~~for~~such ~~our~~as ~~oil~~may, could, would, should, believe, anticipate, intend, estimate, expect, plan, project, or similar expressions, although not all forward-looking statements contain these identifying words. These statements are based on management’s current expectations and ~~natural~~assumptions ~~gas;~~ and are subject to known and unknown risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements.

·Because we have no proved reserves and no producing wells, our future operations are speculative and dependent upon our ability to ~~raise~~obtain additional capital, successfully drill exploratory wells, and establish commercially recoverable reserves. Factors that could cause actual results to ~~fund~~differ ~~future~~materially ~~capital~~include, ~~expenditures;~~ but are not limited to:

·~~our~~declines ~~ability to generate sufficient cash flow from operations, borrowings~~ or ~~other~~volatility ~~sources~~in tocommodity ~~enable us to fully develop and produce our oil and natural gas properties~~prices;

·our ability to obtain additional financing on acceptable terms or at all;

·general economic conditions, whether internationally, nationally or in the regional and local market areas in which we do business;

·our ability to successfully identify, drill, and develop economically viable oil and natural gas prospects;

·risks associated with drilling, including completion risks, cost overruns and the drilling of non-economic wells or dry holes;

·uncertainties associated with estimates of proved oil and natural gas reserves;

·the presence or recoverability of estimated oil and natural gas reserves and the actual future production rates and associated costs;

·risks and liabilities associated with acquired companies and properties;

·risks related to integration of acquired companies and properties;

·potential defects in title to our properties;

·cost and availability of drilling rigs, equipment, supplies, personnel and oilfield services;

·geological concentration of our reserves;

·environmental or other governmental regulations, including legislation of hydraulic fracture stimulation;

·our ability to secure firm transportation for oil and natural gas we produce and to sell the oil and natural gas at market prices; exploration and development risks;

·management’s ability to execute our plans to meet our goals;

·our ability to retain key members of our management team on commercially reasonable terms;

·the occurrence of cybersecurity incidents, attacks or other breaches to our information technology systems or on systems and infrastructure used by the oil and gas industry;

·weather conditions; actions or inactions of third-party operators of our properties; costs and liabilities associated with environmental, health and safety laws;

·our ability to find and retain highly skilled personnel;

·operating hazards attendant to the oil and natural gas business;

·uncertainties in geological and geophysical interpretations;

·the expiration or termination of leasehold interests;

·regulatory, environmental, and climate-related requirements;

·competition in the oil and natural gas industry;

·evolving geopolitical and military hostilities in the Middle East;

·the other factors discussed in Part I, Item 1A— “Risk Factors” in this Annual Report, as well as in our consolidated financial statements, related notes, and the other financial information appearing elsewhere in this Annual Report and our other reports filed from time to time with the Securities and Exchange Commission (the “SEC”).

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date that such statements are made. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.

Unless the context otherwise requires, references in this Annual Report to “Circle,” “Circle Energy,” “the Company,” “we,” “us,” “our” or “ours” refer to Circle Energy, Inc.

PART I

Item 1:Business

General

Circle Energy, Inc., is a Nevada corporation, ~~(the “Company,” or “Circle,” “we,” “us,” “our,” or similar terms) was~~ formed on December 7, 2021,. ~~for~~We ~~the~~are ~~purpose~~an ofexploration-stage ~~acquiring~~ oil and natural gas ~~companies,~~company ~~projects,~~focused oron ~~properties~~acquiring and ~~partnering~~developing ~~with an established management team in the~~ oil and natural gas ~~industry. We~~properties ~~have acquired an interest~~ in ~~our first oil and gas property and entered into a joint venture agreement for further development of~~ the ~~area~~Permian ofBasin ~~mutual~~region interest. Our plans include first to explore and expand our acreage position with our joint venture partner and second to devise a development plan, partnering with industry players and associates to expand and generate growth of ~~our company~~Texas. We have not established specific criteria for additional projects but will rely on the experience of our management team in identifying and negotiating the purchase of potential oil and gas companies, projects, or properties.

~~Our~~Although ~~Mission~~the Company has not yet commenced drilling operations or established proved reserves, it is actively engaged in the business of oil and natural gas exploration and development. The Company owns a controlling working interest in leasehold acreage, is subject to drilling obligations under its farmout agreement, and is conducting ongoing geological review, land evaluation, acquisition analysis, and capital formation activities directed toward drilling and development. Management is devoting substantial time and resources toward advancing these objectives. The Company’s activities are consistent with those of an exploration-stage oil and gas company and are not limited to maintaining corporate existence or identifying a merger candidate.

~~Circle’s~~We ~~mission~~currently isown toa ~~deliver~~75% ~~competitive~~working interest and ~~sustainable~~a ~~returns~~55.5% tonet ~~its~~revenue ~~shareholders~~interest byin ~~acquiring,~~an ~~developing,~~80-acre ~~exploring~~tract ~~for~~located in Andrews County, ~~and~~Texas. ~~commercializing~~We ~~oil~~have not drilled any wells and ~~natural~~have ~~gas~~no ~~resources~~producing ~~vital~~wells toor ~~the~~proved ~~world’s~~reserves. ~~health~~Our current activities consist primarily of evaluating our existing leasehold interests, pursuing additional acreage acquisitions, and ~~welfare~~seeking financing necessary to drill and develop our properties.

Our Business Strategy

~~Circle~~Our ~~was~~strategy ~~formed~~is to ~~establish~~acquire anadditional ~~operating company from which to pursue opportunities to partner with an established management team~~properties, ~~providing~~expand ~~that~~our ~~team~~acreage ~~with~~position ~~access~~in ~~to the public market~~ and ~~with~~around ~~management’s~~our ~~own~~existing ~~extensive~~Andrews ~~experience~~County leasehold and ~~with~~to ~~the~~evaluate ~~benefit~~potential ofdrilling ~~its expansive relationships~~opportunities. ~~Either~~We inintend ~~conjunction with or subsequent~~ to ~~uniting~~pursue ~~with~~additional aacquisitions ~~top-notch management team, Circle intends to acquire operatorship~~ of ~~existing~~ oil and natural gas properties itthat management believes have ~~significant remaining~~ development potential. ~~Management~~Our ~~has~~ability ~~decades~~to ofexecute ~~involvement~~this instrategy ~~the~~depends ~~oil~~upon ~~and~~our ~~natural~~ability ~~gas~~to ~~industry~~obtain ~~and~~additional ~~has~~capital ~~gained vast knowledge~~ and ~~experience~~successfully indrill ~~all~~exploratory ~~phases of establishing and growing a company, including assessing management team potential and evaluating and acquiring assets~~wells. Additionally, we believe the relationships that management has established throughout their careers will be highly beneficial in connecting with and engaging a high-quality management team and in identifying, evaluating and acquiring high quality assets. We further believe management’s experience and relationships with the financial and capital markets will provide the selected management team with valuable tools in identifying, negotiating for and financing targeted acquisitions.

Primary Business Operations

~~The~~Under ~~Company~~our ~~intends~~current tolease ~~add~~agreement, we are required to ~~its~~drill ~~existing~~at ~~acreage~~least ~~position~~two ~~and~~wells, ~~also~~one on each 40-acre farmout tract, on or before May 16, 2028 or the rights under the lease to ~~seek~~any ~~additional~~undrilled ~~acquisition~~tract ~~opportunities~~or tracts will automatically revert to Aspen.

We have also entered into a joint venture agreement to mutually develop an area of mutual interest near the current lease. This area of mutual interest consists of approximately 880 acres including and adjoining the acquired acreage. If we are successful in acquiring additional acreage, we would jointly own mineral rights in the same percentage of ownership as the current lease (75% working interest, 55.5% net revenue interest).

The Company intends to add to its existing acreage position and also to seek additional acquisition opportunities. As of the date of this report, no wells have been drilled on the property and no development operations have commenced.

Competitive Business Conditions

WeThe ~~operate~~oil inand anatural ~~highly~~gas ~~competitive~~industry ~~environment~~is ~~for~~highly ~~acquiring~~competitive ~~properties,~~in ~~marketing~~the ~~oil~~acquisition ~~and~~of ~~natural~~properties ~~gas~~ and ~~securing trained personnel~~capital. ~~Some~~Many of our competitors ~~possess~~have ~~and employ financial resources~~ substantially greater ~~than~~financial ~~ours~~ and ~~some of our competitors employ more~~ technical ~~personnel.~~resources ~~These~~than ~~factors can be particularly important in the areas in which~~ we ~~operate~~do. ~~Those~~Our ~~companies~~limited ~~may~~capital beresources ~~able to pay more for productive oil~~ and ~~natural~~lack ~~gas~~of ~~properties~~operating ~~and~~history ~~exploratory~~may ~~prospects,~~place ~~and~~us toat ~~evaluate, bid for, and purchase~~ a ~~greater~~competitive ~~number~~disadvantage ofin ~~properties~~acquiring ~~and prospects than what our financial or technical resources permit. Our ability to acquire~~ additional properties and tosecuring ~~find~~drilling ~~and develop reserves in the future will depend on our ability to identify, evaluate and select suitable properties and to consummate transactions in a highly competitive environment~~services.

Governmental Regulations

Oil and natural gas operations such as ours are subject to various types of legislation, regulation and other legal requirements enacted by governmental authorities. This legislation and regulation affecting the oil and natural gas industry is under constant review for amendment or expansion. Some of these requirements carry substantial penalties for failure to comply. The regulatory burden on the oil and natural gas industry increases our cost of doing business and, consequently, can affect our profitability.

Regulation of Drilling and Production

The production of oil and natural gas is subject to regulation under a wide range of local, state and federal statutes, rules, orders and regulations. Federal, state and local statutes and regulations require permits for drilling operations, drilling bonds and reports concerning operations. The trend in oil and natural gas regulation has been to increase regulatory restrictions and limitations on such activities. Any changes in, or more stringent enforcement of, these laws and regulations may result in delays or restrictions in permitting or development of projects or more stringent or costly construction, drilling, water management or completion activities or waste handling, storage, transport, remediation, or disposal emission or discharge requirements which could have a material adverse effect on the Company.

Currently, our properties and operations are in Texas, which have regulations governing conservation matters, such as the unitization or pooling of oil and natural gas properties, the establishment of maximum allowable rates of production from oil and natural gas wells, the regulation of well spacing, and plugging and abandonment of wells. The effect of these regulations is to limit the amount of oil and natural gas that we can produce from our wells and to limit the number of wells or the locations at which we can drill, although we can apply for exceptions to such regulations or to have reductions in well spacing. Moreover, Texas imposes a production or severance tax with respect to the production and sale of oil, natural gas and natural gas liquids within their jurisdictions.

The failure to comply with these rules and regulations can result in substantial penalties. Our competitors in the oil and natural gas industry are subject to the same regulatory requirements and restrictions that affect our operations.

Regulation of Transportation of Oil

Sales of crude oil, condensate and natural gas liquids are not currently regulated and are made at negotiated prices, however, Congress could reenact price controls in the future.

Our sales of crude oil are affected by the availability, terms and cost of transportation. The transportation of oil in common carrier pipelines is also subject to rate regulation. The Federal Energy Regulatory Commission, or the FERC, regulates interstate oil pipeline transportation rates under the Interstate Commerce Act. Intrastate oil pipeline transportation rates are subject to regulation by state regulatory commissions. The basis for intrastate oil pipeline regulation, and the degree of regulatory oversight and scrutiny given to intrastate oil pipeline rates, varies from state to state. Insofar as effective interstate and intrastate rates are equally applicable to all comparable shippers, we believe that the regulation of oil transportation rates will not affect our operations in any way that is of material difference from those of our competitors. Further, interstate and intrastate common carrier oil pipelines must provide service on a non-discriminatory basis. Under this open access standard, common carriers must offer service to all shippers requesting service on the same terms and under the same rates. When oil pipelines operate at full capacity, access is governed by pro-rationing provisions set forth in the pipelines’ published tariffs. Accordingly, we believe that access to oil pipeline transportation services generally will be available to us to the same extent as to our competitors.

Regulation of Transportation and Sale of Natural Gas

Historically, the transportation and sale for resale of natural gas in interstate commerce have been regulated pursuant to the Natural Gas Act of 1938, the Natural Gas Policy Act of 1978 and regulations issued under those Acts by the FERC. In the past, the federal government has regulated the prices at which natural gas could be sold. While sales by producers of natural gas can currently be made at uncontrolled market prices, Congress could reenact price controls in the future.

Since 1985, the FERC has endeavored to make natural gas transportation more accessible to natural gas buyers and sellers on an open and non-discriminatory basis. The FERC has stated that open access policies are necessary to improve the competitive structure of the interstate natural gas pipeline industry and to create a regulatory framework that will put natural gas sellers into more direct contractual relations with natural gas buyers by, among other things, unbundling the sale of natural gas from the sale of transportation and storage services. Although the FERC’s orders do not directly regulate natural gas producers, they are intended to foster increased competition within all phases of the natural gas industry.

We cannot accurately predict whether the FERC’s actions will achieve the goal of increasing competition in markets in which our natural gas is sold. Therefore, we cannot provide any assurance that the less stringent regulatory approach established by the FERC will continue. However, we do not believe that any action taken will affect us in a way that materially differs from the way it affects other natural gas producers.

Intrastate natural gas transportation is subject to regulation by state regulatory agencies. The basis for intrastate regulation of natural gas transportation and the degree of regulatory oversight and scrutiny given to intrastate natural gas pipeline rates and services varies from state to state. Insofar as such regulation within a particular state will generally affect all intrastate natural gas shippers within the state on a comparable basis, we believe that the regulation of similarly situated intrastate natural gas transportation in any states in which we operate and ship natural gas on an intrastate basis will not affect our operations in any way that is of material difference from those of our competitors.

Environmental Compliance and Risks

Our oil and natural gas exploration, development and production operations are subject to stringent federal, state and local laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection. At the federal level, among the more significant laws that may affect our business and the oil and natural gas industry generally are: the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”); the Oil Pollution Act of 1990; the Resource Conservation and Recovery Act (“RCRA”); the Clean Air Act (“CAA”); Federal Water Pollution Control Act of 1972, or the Clean Water Act (“CWA”); and the Safe Drinking Water Act of 1974. These federal laws are administered by the United States Environmental Protection Agency (“EPA”). Generally, these laws (i) regulate air and water quality, impose limitations on the discharge of pollutants and establish standards for the handling of solid and hazardous wastes; (ii) subject our operations to certain permitting and registration requirements; (iii) require remedial measures to mitigate pollution from former or ongoing operations; and (iv) may result in the assessment of administrative, civil and criminal penalties for failure to comply with such laws. In addition, there is environmental regulation of oil and gas production by state and local governments in the jurisdictions where we operate. As described below, there are various regulations issued by the EPA and other governmental agencies pursuant to these federal statutes that govern our operations.

In Texas, specific oil and natural gas regulations apply to oil and gas operations, including the drilling, completion and operations of wells, and the disposal of waste oil and saltwater. There are also procedures incident to the plugging and abandonment of dry holes or other non-operational wells, all as governed by the applicable governing state agency.

At the federal level, among the more significant laws and regulations that may affect our business and the oil and natural gas industry are:

Hazardous Substances and Wastes

CERCLA, also known as the Superfund law, and analogous state laws impose liability on certain classes of persons, known as “potentially responsible parties,” for the disposal or release of a regulated hazardous substance into the environment. These potentially responsible parties include (1) the current owners and operators of a facility, (2) the past owners and operators of a facility at the time the disposal or release of a hazardous substance occurred, (3) parties that arranged for the offsite disposal or treatment of a hazardous substance, and (4) transporters of hazardous substances to off-site disposal or treatment facilities. While petroleum and natural gas liquids are not designated as a “hazardous substance” under CERCLA, other chemicals used in or generated by our operations may be regulated as hazardous substances. Potentially responsible parties under CERCLA may be subject to strict, joint and several liability for the costs of investigating and cleaning up environmental contamination, for damages to natural resources and for the costs of certain health studies. In addition to statutory liability under CERCLA, common law claims for personal injury or property damage can also be brought by neighboring landowners and other third parties related to contaminated sites.

RCRA, and comparable state statutes and their implementing regulations, regulate the generation, transportation, treatment, storage, disposal and cleanup of solid and hazardous wastes. Under a delegation of authority from the EPA, most states administer some or all of the provisions of RCRA, sometimes in conjunction with their own, more stringent requirements. Federal and state regulatory agencies can seek to impose administrative, civil and criminal penalties for alleged non-compliance with RCRA and analogous state requirements. Certain wastes associated with the production of oil and natural gas, as well as certain types of petroleum-contaminated media and debris, are excluded from regulation as hazardous waste under Subtitle C of RCRA. These wastes, instead, are regulated as solid waste (i.e., non-hazardous waste) under the less stringent provisions of Subtitle D of RCRA. It is possible, however, that certain wastes now classified as non-hazardous could be classified as hazardous wastes in the future and therefore be subject to more rigorous and costly disposal requirements. Legislation has been proposed from time to time in Congress to regulate certain oil and natural gas wastes as hazardous waste under RCRA. Any such change could result in an increase in our costs to manage and dispose of wastes, which could have a material adverse effect on our consolidated results of operations and financial position.

Under CERCLA, RCRA and analogous state laws, we could be required to remove or remediate environmental impacts on properties we currently own and lease or formerly owned or leased (including hazardous substances or wastes disposed of or released by prior owners or operators), to clean up contaminated off-site disposal facilities where our wastes have come to be located or to implement remedial measures to prevent or mitigate future contamination. Compliance with these laws may constitute a significant cost and effort for us. No specific accounting for environmental compliance has been maintained or projected by us at this time. We are not presently aware of any environmental demands, claims, or adverse actions, litigation or administrative proceedings in which either we or our acquired properties are involved in or subject to, or arising out of any predecessor operations.

Air Emissions

Our operations are subject to the federal CAA and comparable state and local laws and regulations, which regulate emissions of air pollutants from various sources and mandate certain permitting, monitoring, recordkeeping and reporting requirements. The CAA and its implementing regulations may require that we obtain permits prior to the construction, modification or operation of certain projects or facilities expected to produce or increase air emissions above certain threshold levels and strictly comply with those permits, including emissions and operational limitations. These permits may require us to install emission control technologies to limit emissions, which can impose significant costs on our business. We note that in June 2016, the EPA finalized rules regarding criteria for aggregating multiple small sites into a single source for air permitting purposes applicable to the oil and natural gas industry. This rule could cause small facilities to be aggregated for permitting purposes, resulting in treatment as a major source, and thereby triggering more stringent air permitting requirements. Violation of CAA requirements could subject us to monetary penalties, injunctions, conditions or restrictions on operations and, potentially, criminal enforcement actions. Furthermore, future capital expenditures may be required for air pollution control equipment in connection with obtaining and maintaining operating permits and approvals for air emissions.

The trend under CAA regulations has been to increase the stringency of air quality standards, which may require us to incur capital expenditures for air pollution control equipment or other costs. For example, in October 2015, the EPA lowered the National Ambient Air Quality Standards for ozone to 70 parts per billion, which was a significant decrease from the prior standards. On December 31, 2020, EPA published in the Federal Register its decision to retain the 2015 ozone standards. Further reductions in the ozone National Ambient Air Quality Standards could affect our operations and result in the need to install new emissions controls, longer permitting timelines and significant increases in our capital or operating expenditures. Compliance with these and any future air pollution control and permitting requirements has the potential to delay the development of our oil and natural gas projects and increase our costs of development and production, which costs could be significant.

Oil Pollution Prevention

The Oil Pollution Act of 1990 amended the CWA to impose liability for releases of crude oil from vessels or facilities into navigable waters. If a release of crude oil into navigable waters occurs during shipment or from an oil terminal, we could be subject to liability under the Oil Pollution Act. In 1973, the EPA adopted oil pollution prevention regulations under the CWA. These oil pollution prevention regulations require the preparation of a Spill Prevention Control and Countermeasure (“SPCC”) plan for facilities engaged in drilling, producing, gathering, storing, processing, refining, transferring, distributing, using, or consuming crude oil and oil products, and which due to their location, could reasonably be expected to discharge oil in harmful quantities into or upon the navigable waters of the United States. SPCC requirements under the CWA require appropriate containment berms and similar structures to help prevent the discharge of pollutants into regulated waters in the event of a crude oil or other constituent tank spill, rupture or leak. The SPCC regulations require affected facilities to prepare a written, site-specific SPCC plan, which details how a facility’s operations comply with the requirements of the pollution prevention regulations. To be in compliance, the facility’s SPCC plan must satisfy all of the applicable requirements for drainage, bulk storage tanks, tank car and truck loading and unloading, transfer operations (intra-facility piping), inspections and records, security, and training. Most importantly, the facility must fully implement the SPCC plan and train personnel in its execution. Where applicable, we maintain and implement SPCC plans for our facilities.

Water Discharges

The CWA and analogous state laws and regulations impose restrictions and strict controls regarding the discharge of pollutants into navigable waters, defined as waters of the United States (“WOTUS”), as well as state waters. The CWA prohibits the placement of dredge or fill material in wetlands or other WOTUS unless authorized by a permit issued by the U.S. Army Corps of Engineers (“Corps”) or a delegated state agency pursuant to Section 404. In addition, the CWA and analogous state laws require individual permits or coverage under general permits for discharges of storm water runoff from certain types of facilities. Some states also maintain groundwater protection programs that require permits for discharges or operations that may impact groundwater conditions. Also, in June 2016, the EPA issued a final rule implementing wastewater pretreatment standards that prohibit onshore unconventional oil and natural gas extraction facilities from sending wastewater to publicly owned treatment works. This restriction of disposal options for hydraulic fracturing waste and other changes to CWA requirements may result in increased costs. Federal and state regulatory agencies can impose administrative, civil and criminal penalties for non-compliance with discharge permits or other requirements of the CWA and analogous state laws and regulations.

The scope of EPA’s and the Corps’ regulatory authority under Section 404 of the CWA has been the subject of extensive litigation and frequently changing regulations. The EPA issued a final rule in September 2015 that attempted to clarify the federal jurisdictional reach over WOTUS under Section 404 of the CWA. The EPA and the Corps issued a final rule in January 2018 staying implementation of the 2015 WOTUS rule for two years. On October 22, 2019, EPA and the Corps published a final rule repealing the 2015 WOTUS rule. The EPA and the Corps replaced the 2015 WOTUS rule by promulgating the Navigable Waters Protection Rule on April 21, 2020, which provides a revised definition of WOTUS and became effective on June 22, 2020. These regulations have been challenged in federal court. The final revised definition of WOTUS was published in the Federal Register on January 18, 2023 and took effect on March 20, 2023 to conform with the Supreme Court’s decision in Sackett v. Environmental Protection Agency which amended the definition of “waters of the United States.” Any future litigation and future regulations concerning the definition of WOTUS may result in an expansion of the scope of the CWA’s jurisdiction, and we could face increased costs and delays with respect to obtaining permits for dredge and fill activities in WOTUS in connection with our operations.

Underground Injection Control

The underground injection of crude oil and natural gas wastes is regulated by the Underground Injection Control (“UIC”) Program, as authorized by the Safe Drinking Water Act, as well as by state programs. The primary objective of injection well operating requirements is to ensure the mechanical integrity of the injection apparatus and to prevent migration of fluid from the injection zone into underground sources of drinking water, as well as to prevent communication between injected fluids and zones capable of producing hydrocarbons. The Safe Drinking Water Act establishes requirements for permitting, testing, monitoring, recordkeeping, and reporting of injection well activities, as well as a prohibition against the migration of fluid containing contaminants into underground sources of drinking water. Any leakage from the subsurface portions of the injection wells could cause degradation of fresh groundwater resources, potentially resulting in the suspension of permits, issuance of fines and penalties from governmental agencies, incurrence of expenditures for remediation of the affected resource and imposition of liability by third parties for property damages and personal injuries.

Under the auspices of the federal UIC program as implemented by states with UIC primacy, regulators, particularly at the state level, are becoming increasingly sensitive to possible correlations between underground injection and seismic activity. Consequently, state regulators implementing both the federal UIC program and state corollaries are heavily scrutinizing the location of injection facilities relative to faulting and are limiting both the density and injection facilities as well as the rate of injection.

Hydraulic Fracturing

Hydraulic fracturing is a practice in the oil and natural gas industry used to stimulate production of natural gas and/or oil from low permeability subsurface rock formations by injecting water, sand and chemicals under pressure. Oil and natural gas may be recovered from certain of our oil and natural gas properties through the use of hydraulic fracturing. Hydraulic fracturing is subject to regulation by state regulatory authorities, and several federal agencies have asserted federal regulatory authority over certain aspects of the hydraulic fracturing process. For example, the EPA published permitting guidance in February 2014 addressing the use of diesel fuel in fracturing operations, and in June 2016 EPA issued final effluent limitations guidelines under the CWA that waste-water from shale natural gas extraction operations must meet before discharging to a publicly owned treatment works. The EPA also issued an Advance Notice of Proposed Rulemaking under the Toxic Substances Control Act (“TSCA”) in 2014 regarding reporting of the chemical substances and mixtures used in hydraulic fracturing but, to date, has taken no further action. Separately, the BLM published a final rule in March 2015 that establishes new or more stringent standards for performing hydraulic fracturing on federal and Indian lands. However, a Wyoming federal court struck down this rule in June 2016. The June 2016 decision was appealed by the BLM to the U.S. Circuit Court of Appeals for the Tenth Circuit. However, following issuance of a presidential executive order to review rules related to the energy industry, in July 2017, the BLM published a notice of proposed rulemaking to rescind the 2015 final rule. In September 2017, the Tenth Circuit issued a ruling to vacate the Wyoming trial court decision and dismiss the lawsuit challenging the 2015 rule in light of the BLM’s proposed rulemaking. The BLM issued a final rule repealing the 2015 hydraulic fracturing rule in December 2017. The current administration has announced that it intends to review the repeal of the 2015 hydraulic fracturing rule under the Executive Order on Protecting Public Health and the Environment and Restoring Science to Tackle the Climate Crisis.

Congress has from time to time considered legislation to provide for federal regulation of hydraulic fracturing and to require disclosure of the chemicals used in the hydraulic fracturing process but, at this time, federal legislation related to hydraulic fracturing appears uncertain. In Texas, specific oil and natural gas regulations apply to oil and gas operations, including the drilling, completion and operations of wells, and the disposal of waste oil and salt water. There are also procedures incident to the plugging and abandonment of dry holes or other non-operational wells, all as governed by the applicable governing state agency. As an example, the Texas Railroad Commission (“RRC”) adopted rules in 2014 requiring companies seeking permits for disposal wells to provide seismic activity data in permit applications. The rules also allow the RRC to modify, suspend, or terminate permits if a disposal well is determined to be causing seismic activity. Determinations by the RRC under these rules may adversely affect our operations.

Local governments may also seek to adopt ordinances within their jurisdictions regulating the time, place and manner of drilling activities in general or hydraulic fracturing activities in particular. In Texas, however, local governments are expressly preempted from regulating oil and gas operations with limited exceptions, under Texas Natural Resources Code Section 81.0523. If new laws or regulations that significantly restrict hydraulic fracturing are adopted at the local, state or federal level, our fracturing activities could become subject to additional permit and financial assurance requirements, more stringent construction requirements, increased reporting or plugging and abandoning requirements or operational restrictions and associated permitting delays and potential increases in costs. These delays or additional costs could adversely affect the determination of whether a well is commercially viable and could cause us to incur substantial compliance costs. Restrictions on hydraulic fracturing could also reduce the amount of oil and natural gas that we are ultimately able to produce in commercial quantities.

Climate Change

~~Continuing~~Due ~~political and social attention~~ to ~~the~~concern ~~issue~~over ~~of global~~ climate change ~~has resulted in both existing and pending international agreements and national~~, ~~regional~~numerous orproposals ~~local~~to ~~legislation~~monitor and ~~regulatory measures to~~ limit ~~or reduce~~ emissions of ~~so-called greenhouse gases (“~~GHGs~~”),~~ ~~such~~have asbeen ~~cap~~made and ~~trade~~are ~~regimes,~~likely ~~carbon~~to ~~taxes,~~continue ~~restrictive~~to ~~permitting,~~be ~~increased~~made ~~fuel~~at ~~efficiency~~the ~~standards and incentives or mandates for renewable energy. In December 2009~~federal, ~~the EPA published an endangerment finding concluding that emissions of CO2~~state, ~~methane~~ and ~~certain~~local ~~other~~levels ~~GHGs~~of ~~present~~government ~~an endangerment to public health~~ and ~~the~~by ~~environment because emissions of such gases are, according to~~ the ~~EPA,~~governments ~~contributing to warming~~ of ~~the earth’s atmosphere and~~ other ~~climatic changes~~nations. ~~Based on its findings~~Methane, ~~the~~a ~~EPA~~primary ~~has~~component ~~adopted and implemented regulations under existing provisions~~ of ~~the~~natural ~~CAA that~~gas, ~~among~~and ~~other things~~CO2, ~~establish~~which ~~Prevention~~is ofnaturally ~~Significant~~occurring ~~Deterioration (“PSD”) construction~~ and ~~Title~~also Va ~~operating~~byproduct ~~permit~~of ~~requirements~~burning ~~for~~natural ~~GHG~~gas, ~~emissions from certain large stationary sources that already~~ are ~~major~~examples ~~sources~~ of ~~criteria pollutants under the CAA~~GHGs. ~~Facilities~~Various ~~required~~laws toand ~~obtain~~regulations ~~PSD~~exist ~~permits~~or ~~for their GHG emissions also will be required to meet “best available control technology” standards that typically~~ are ~~GHG~~under ~~emissions~~development ~~could adversely affect our operations and restrict or delay our ability~~ to ~~obtain~~regulate ~~air~~the ~~permits for new or modified facilities that exceed GHG~~ emission ~~thresholds. In addition, the EPA has adopted rules requiring the reporting~~ of GHG emissions from oil and natural gas production and processing facilities on an annual basis, as well as reporting GHG emissions from gathering and boosting systems, oil well completions and workovers using hydraulic fracturingGHGs.

InBeginning ~~June~~in ~~2016~~2009, the EPA ~~finalized~~published ~~rules~~several tofindings, ~~reduce~~including ~~methane~~a ~~emissions~~finding ~~from~~that ~~new,~~GHGs ~~modified~~present ora ~~reconstructed~~danger ~~sources~~to inpublic ~~the~~health ~~oil~~ and ~~natural~~the ~~gas sector~~environment, ~~including~~known ~~implementation~~as ofthe a“endangerment ~~leak~~finding,” ~~detection~~ and ~~repair~~rulemakings ~~(“LDAR”) program to minimize methane emissions,~~ under the ~~CAA’s~~Clean ~~New~~Air ~~Source~~Act ~~Performance~~requiring ~~Standards~~the inpermitting 40and ~~C.F.R.~~reporting ~~Part~~of ~~60,~~certain ~~Subpart OOOOa (“GHG NSPS”)~~GHGs. OnCertain ~~April~~of ~~18,~~our ~~2017,~~facilities ~~the~~are ~~EPA~~subject ~~announced its intention~~ to ~~reconsider~~these ~~certain~~reporting ~~aspects of those regulations~~requirements, and inoperational ~~June~~or ~~2017,~~physical ~~the~~changes ~~EPA~~to ~~proposed~~other aexisting ~~two-year~~facilities ~~stay~~could ofsubject ~~certain~~those ~~requirements~~facilities ofto ~~the~~these ~~GHG NSPS regulations~~requirements. In ~~October~~recent ~~2018~~years, ~~the~~ EPA ~~proposed~~also ~~revisions~~made toregulatory ~~the GHG NSPS, such as~~ changes torequiring ~~the~~many ~~frequency~~existing ~~for~~oil ~~monitoring~~and ~~fugitive~~natural ~~emissions~~gas atfacilities ~~well sites and changes~~ to ~~requirements~~reduce ~~that a professional engineer certify when meeting certain~~ GHG ~~NSPS~~emissions. ~~requirements~~However, isin ~~technically~~2025, ~~infeasible.~~ EPA ~~proposed~~announced ~~further~~its ~~revisions~~intention to reconsider the ~~GHG~~endangerment ~~NSPS on September 24~~finding, ~~2019,~~as ~~including~~well ~~rescinding~~as ~~the~~EPA’s ~~methane~~mandatory ~~requirements in the~~ GHG ~~NSPS~~Reporting ~~that~~Program, ~~apply to sources in the production~~ and ~~processing~~on ~~segments~~February of12, ~~the industry. In September 2020~~2026, the EPA ~~finalized~~announced ~~amendments~~that toit ~~the~~will ~~GHG~~issue ~~NSPS~~a ~~that~~final ~~rescind~~rule ~~requirements~~rescinding ~~for~~ the ~~transmission~~endangerment ~~and~~finding, ~~storage~~thereby ~~segment~~eliminating of the ~~oil~~basis ~~and~~for ~~natural~~much ~~gas~~of ~~industry~~its ~~and~~regulation ~~rescind~~of ~~methane-specific~~GHG ~~limits~~emissions. ~~that~~Based ~~apply~~on ~~to the industry~~EPA’s ~~production~~recent rulemakings and ~~processing~~disclosed ~~segments~~objectives, ~~among~~we ~~other~~may ~~things.~~experience ~~Our~~a ~~Company~~reduction ~~has~~in ~~taken~~GHG ~~measures~~reporting ~~to control methane leaks, but it is possible that these rules~~ and ~~future~~other ~~revisions~~regulatory ~~thereto~~obligations ~~will~~at ~~require~~the usfederal tolevel ~~take~~over ~~further~~the ~~methane~~near ~~emission reduction measures, which may require us to expend material sums~~term.

InAt ~~addition,~~the instate ~~November 2016~~level, ~~the~~more ~~U.S.~~than ~~Department~~one-third of the ~~Interior~~states, ~~Bureau~~either ofindividually ~~Land~~or ~~Management~~through ~~(“BLM”)~~multi-state ~~issued~~regional ~~final rules to reduce methane emissions from venting~~initiatives, ~~flaring,~~already ~~and~~have ~~leaks~~begun ~~during~~implementing ~~oil~~legal ~~and~~measures ~~natural gas operations on federal lands that are substantially similar~~ to ~~the~~reduce ~~GHG~~emissions ~~NSPS~~of ~~requirements. However~~GHGs, insuch ~~December~~as ~~2017,~~through ~~the~~mandatory ~~BLM published a final rule to temporarily suspend or delay certain requirements contained in the November 2016 final rule until January 17~~reporting, ~~2019,~~establishment ~~including~~of ~~those~~GHG ~~requirements~~emission ~~relating~~reduction ~~to venting~~targets, ~~flaring~~or ~~and~~regional ~~leakage~~GHG ~~from oil~~ “cap-and-trade” ~~gas production activities~~programs. ~~Further,~~It inis ~~September~~possible ~~2018,~~that ~~the~~sources ~~BLM~~such ~~published~~as aour ~~final~~gas-fueled ~~rule~~compressors ~~revising~~and orprocessing ~~rescinding~~plants ~~certain~~could ~~provisions~~become ofsubject ~~the~~to ~~2016~~these ~~rule,~~state ~~which~~GHG ~~became~~reduction ~~effective on November 27, 2018~~regulations. ~~Both~~Various ~~the~~states ~~2016~~are ~~and~~also ~~the~~proposing ~~2018~~or ~~rule~~have ~~were~~implemented ~~challenged~~stricter inregulations ~~federal~~for ~~court. On July 21~~reporting, ~~2020~~monitoring, aor ~~Wyoming~~reducing ~~federal~~GHGs ~~court~~that ~~vacated~~go ~~almost~~beyond ~~all~~the requirements of the ~~2016~~EPA ~~rule,~~as ~~including~~they ~~all~~existed ~~provisions~~at ~~relating to~~ the ~~loss~~end of ~~gas through venting, flaring, and leaks, and on July 15, 2020, a California federal court vacated the 2018 rule~~2025. AsCompliance awith ~~result~~state ofrules ~~these~~could ~~decisions,~~require ~~the~~additional ~~1979 regulations concerning venting~~expenditures, ~~flaring~~above and ~~lost~~beyond ~~production~~those onspent ~~federal~~to ~~land~~comply ~~have~~with ~~been~~EPA ~~reinstated.~~GHG ~~Moreover, several states have already adopted~~ rules ~~requiring~~for ~~operators of both~~ new and existing sources. toIn ~~develop~~addition, ~~and~~the ~~implement~~European anUnion ~~LDAR~~has ~~program~~approved ~~and~~a law to ~~install~~impose ~~devices~~limits on ~~certain equipment to capture~~ methane emissions. ~~Compliance~~intensity ~~with~~applicable ~~these rules could require us~~ to ~~purchase~~imports ~~pollution~~of ~~control~~natural ~~and~~gas ~~leak detection equipment,~~ and tocrude ~~hire~~oil ~~additional~~beginning ~~personnel~~in ~~to assist with inspection and reporting requirements~~2030.

10The adoption and implementation of any laws or regulations imposing reporting obligations on, or limiting emissions of GHG from, our equipment and operations could require additional expenditures to reduce emissions of GHGs associated with its operations or could adversely affect demand for the oil and natural gas we produce, and thus possibly have a material adverse effect on our revenues, as well as having the potential effect of lowering the value of our reserves. Recently, stakeholders concerned about the potential effects of climate change have directed their attention at sources of funding for fossil-fuel energy companies, which has resulted in certain financial institutions, funds and other sources of capital restricting or eliminating their investment in oil and natural gas activities. Ultimately, this could make it more difficult to secure funding for exploration and production activities. Finally, to the extent increasing concentrations of GHGs in the Earth’s atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts, floods and other climatic events, such events could have a material adverse effect on the Company and potentially subject the Company to further regulation. The trend of more expansive and stringent environmental legislation and regulations, including greenhouse gas regulation, could continue, resulting in increased costs of conducting business and consequently affecting our profitability.

Additionally, a number of state and regional efforts are aimed at tracking and/or reducing GHG emissions by means of cap-and-trade programs that typically require major sources of GHG emissions to acquire and surrender emission allowances in return for emitting those GHGs. On an international level, the United States is one of almost 200 nations that agreed in December 2015 to an international climate change agreement in Paris, France that calls for countries to set their own GHG emissions targets and be transparent about the measure each country will use to achieve its GHG emissions targets, (the “Paris Agreement”). However, the Paris Agreement does not impose any binding obligations on the United States. In June 2017, President Trump announced that the United States would withdraw from the Paris Agreement, which became effective November 4, 2020. President Biden announced on January 20, 2021 that the United States will rejoin the Paris Agreement. Further, several states and local governments remain committed to the principles of the Paris Agreement in their effectuation of policy and regulations. It is not possible at this time to predict how or when the United States might impose further restrictions on GHG emissions as a result of the Paris Agreement. The adoption and implementation of any laws or regulations imposing reporting obligations on, or limiting emissions of GHG from, our equipment and operations could require additional expenditures to reduce emissions of GHGs associated with its operations or could adversely affect demand for the oil and natural gas we produce, and thus possibly have a material adverse effect on our revenues, as well as having the potential effect of lowering the value of our reserves. Recently, stakeholders concerned about the potential effects of climate change have directed their attention at sources of funding for fossil-fuel energy companies, which has resulted in certain financial institutions, funds and other sources of capital restricting or eliminating their investment in oil and natural gas activities. Ultimately, this could make it more difficult to secure funding for exploration and production activities. Finally, to the extent increasing concentrations of GHGs in the Earth’s atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts, floods and other climatic events, such events could have a material adverse effect on the Company and potentially subject the Company to further regulation. The trend of more expansive and stringent environmental legislation and regulations, including greenhouse gas regulation, could continue, resulting in increased costs of conducting business and consequently affecting our profitability.

Operational Hazards and Insurance

~~The~~Oil ~~oil~~ and natural gas ~~business~~exploration involves aoperational ~~variety of operating~~ risks, including ~~the~~drilling ~~risk of fire~~hazards, ~~explosions~~blowouts, ~~well~~equipment ~~blow-outs~~failure, ~~pipe~~and ~~failures,~~environmental ~~industrial~~contamination. ~~accidents,~~If ~~and,~~we incommence ~~some~~drilling ~~cases~~operations, ~~abnormally~~we ~~high~~expect ~~pressure formations which could lead~~ to ~~environmental~~obtain ~~hazards~~insurance ~~such~~coverage asconsistent ~~oil~~with ~~releases,~~industry ~~chemical releases~~practice, ~~natural~~although ~~gas~~such ~~leaks~~insurance ~~and~~may ~~the~~not ~~discharge~~cover ofall ~~toxic~~risks ~~gases.~~or losses.

Any of these risks could adversely affect our ability to conduct operations or result in substantial losses to us, for example, as a result of damage to our property or equipment or injury to our personnel. These operational risks could also result in the spill or release of hazardous materials such as drilling fluids or other chemicals, which may result in pollution, natural resource damages, or other environmental damage and necessitate investigation and remediation costs. As a result, we could be subject to liability under environmental law or common law theories. In addition, these operational risks could result in the suspension or delay of our operations, which could have significant adverse consequences on our business.

In accordance with what we believe to be industry practice, we maintain insurance against some, but not all, of the operating risks to which our business is exposed. Under certain circumstances, we may be liable for environmental damage caused by previous owners or operators of properties that we own, lease or operate. As a result, we may incur substantial liabilities to third parties or governmental entities for environmental matters for which we do not have insurance coverage, which could reduce or eliminate funds available for exploration, development or acquisitions or cause us to incur losses.

Human Capital Management

~~While~~As ~~Mr.~~of ~~Rochford~~December ~~and~~31, ~~Mr.~~2025, ~~William~~the ~~“Randy”~~Company ~~Broaddrick~~does ~~continue~~not tohave ~~expend~~full-time ~~efforts~~employees; onhowever, ~~behalf~~its ofexecutive ~~Circle~~officers actively manage the Company’s exploration, ~~they~~land, ~~are~~regulatory, ~~not~~financing, ~~employees~~and corporate development activities. The Company ~~does~~utilizes ~~not~~independent ~~currently~~petroleum ~~have~~consultants, ~~any~~land ~~full~~professionals, orand ~~part~~other ~~time~~contractors ~~employees~~in connection with acreage evaluation and development planning. The Company ~~has,~~expects ~~however,~~to ~~engaged~~expand ~~individuals~~its onpersonnel anbase as ~~needed,~~drilling ~~contract~~and ~~basis~~development activities commence.

As the Company completes additional acquisitions, adds additional acreage and begins development, we will need to add full time personnel. We recognize that attracting, retaining and developing our employees is critical for our future success. Key to our mission is our employees upon which the foundation of our company is built. We seek to employ the best people who exemplify our core values of honesty and integrity, and are diligent, hard-working individuals who deliver results, and who are good neighbors and contribute to the communities in which they live. Attracting and retaining key personnel with the knowledge and experience needed will be important to our future success. As a new and smaller company, we may be at a disadvantage in this regard as our resources for compensation are currently limited.10

Seasonal Nature of Business

Generally, the demand for oil and natural gas fluctuates depending on the time of year. Seasonal anomalies such as mild winters or hot summers may sometimes lessen this fluctuation. Further, pipelines, utilities, local distribution companies, and industrial end users utilize oil and natural gas storage facilities and purchase some of their anticipated winter requirements during the summer, which can also lessen seasonal demand.

Available Information

~~The~~We file annual, quarterly, and current reports and other information with the Securities and Exchange Commission (SEC). ~~maintains~~These anfilings ~~Internet~~are available to the public on the SEC’s website ~~(http://~~at www.sec.gov). ~~that~~We ~~contains~~will ~~reports,~~provide ~~proxy~~copies ~~and~~of ~~information~~our ~~statements~~filings ~~and~~without ~~other~~charge ~~information~~upon ~~regarding~~written ~~issuers~~request ~~that~~to ~~file~~our ~~electronically~~principal ~~with~~executive ~~the SEC~~offices.

Based on the Company’s ownership of oil and gas leasehold interests, its contractual drilling obligations, and its ongoing exploration and development activities, management does not consider the Company to be a shell company as defined in Rule 12b-2 under the Exchange Act.

Item 1A:Risk Factors

~~The~~Risks ~~following~~Related ~~risks~~to ~~and~~Our ~~uncertainties~~Financial ~~may~~Condition ~~affect our performance, results of operations~~ and ~~the trading price of our common stock.~~Liquidity

~~Risks~~We ~~Relating~~have tono ~~Our~~revenue ~~Business~~and will require additional capital; if we cannot obtain financing on acceptable terms, ~~Operations~~we may be unable to meet lease obligations or continue operations, and ~~Strategy~~future financings may be highly dilutive.

We have not generated revenue from operations and do not expect to generate revenue unless and until we successfully drill and complete producing wells. Our operations are afunded ~~recently~~entirely ~~incorporated~~through ~~startup~~equity ~~company~~or ~~with~~debt ~~limited~~financing. ~~operating~~We ~~history~~may also issue preferred stock or other senior securities, and nowe ~~revenues~~may incur debt with restrictive covenants. If we are unable to obtain additional capital on acceptable terms, we may be unable to drill wells, maintain our leasehold interests, satisfy lease obligations, or continue operations. Future financings may be highly dilutive and ~~purchasers~~could ofinclude ~~the~~securities ~~Shares~~with ~~will~~rights senior to our common stock. If we cannot raise capital when needed, we may be forced to delay or forgo drilling, relinquish acreage, reduce or suspend operations, or seek strategic transactions on terms unfavorable to stockholders. Because we have a limited operating history and no ~~basis~~operating revenue, investors have limited historical financial information on which to evaluate our ability to ~~achieve~~execute our ~~business~~plans. ~~objective~~If we incur debt, we may be subject to covenants and repayment obligations that could restrict our operations and financing flexibility. If we default, lenders could seek remedies against our assets.

We ~~were incorporated on December 7, 2021, and during our startup phase~~ have ~~only~~no ~~acquired~~proved ~~our~~reserves ~~first oil~~ and ~~gas property in May 2022. Thus, we have~~ no ~~financial~~established ~~operating~~production ~~result on which to evaluate investment in the Company~~base. Because we lack a significant operating history, you have no basis upon which to evaluate our ability to achieve our business objective of acquiring, drilling, and developing oil and gas properties and generating revenue therefrom.

~~Past~~We ~~performance~~have byno ~~Messrs.~~proved ~~Rochford~~oil or natural gas reserves, and ~~Broaddrick~~our acreage may ~~not~~never begenerate ~~indicative~~economically recoverable reserves. As of ~~future~~December ~~performance~~31, 2025, we had no proved oil or natural gas reserves as defined under Rule 4-10(a) of anRegulation ~~investment~~S-X. All of our acreage is undeveloped and exploratory in usnature. Because we have no proved reserves, the value of our leasehold interests is inherently speculative and may ultimately prove to be negligible.

~~Information~~The ~~regarding~~absence ~~performance~~of ~~by,~~proved orreserves ~~businesses~~materially ~~associated~~increases ~~with,~~our ~~Messrs~~business risk. ~~Rochford~~Without ~~and~~proved ~~Broaddrick~~reserves, iswe ~~presented~~have ~~for~~no ~~informational~~established ~~purposes~~production ~~only.~~base, ~~Any~~no ~~past~~reserve-based ~~experience~~borrowing capacity, and ~~performance~~no isdemonstrated ~~not~~ability ato ~~guarantee~~generate ~~either:~~operating ~~(i)~~cash ~~that~~flow. weOur ~~will~~ability ~~be able~~ to ~~successfully~~obtain ~~identify~~financing, ~~profitable~~enter ~~oil~~joint ~~and~~ventures, ~~gas properties~~ or ~~companies;~~attract orstrategic ~~(ii)~~partners ~~of any results with respect to any such acquisitions we~~ may ~~consummate.~~be ~~You~~significantly ~~should not rely on the historical record and performance of Messrs~~impaired. ~~Rochford~~If orwe ~~Broaddrick~~are asunable ~~indicative~~to ofestablish ~~the~~commercially ~~specific~~recoverable ~~future~~reserves, ~~performance~~our ofleasehold aninterests ~~investment~~may inhave uslittle or ~~the~~no ~~returns~~value, ifand ~~any,~~investors ~~we may or~~ could ~~generate~~lose ~~going~~their ~~forward.~~entire An investment ~~in us is not an investment in Messrs~~. ~~Rochford or Broaddrick.~~

~~Our~~Exploratory ~~officers~~drilling ~~and~~may ~~directors~~not ~~will~~establish ~~allocate~~commercially ~~their~~recoverable ~~time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs~~reserves. ~~This conflict of interest could have a negative impact on our ability to complete our initial business combination.~~

~~Our~~Any ~~officers~~prospects ~~and~~we ~~directors~~elect ~~are not required~~ to, ~~and~~drill ~~will~~may not, ~~commit~~yield ~~their~~oil ~~full~~or ~~time~~natural togas ~~our affairs, which may result~~ in acommercially ~~conflict~~viable ofquantities. ~~interest~~Because inwe ~~allocating~~have ~~their~~no ~~time~~proved ~~between~~reserves ~~our operations~~ and ~~our~~no ~~search~~producing ~~for~~wells, ~~a business combination and their other responsibilities. We do not intend to have~~ any ~~full-time~~drilling ~~employees~~program ~~prior~~we toundertake ~~the~~will ~~completion~~be ofexploratory ~~our~~and ~~initial~~inherently ~~acquisition~~uncertain. ~~Each~~Geological, ofgeophysical, ~~our officers~~ and ~~directors~~seismic isanalyses ~~engaged~~are insubject ~~other business endeavors for which they may be entitled~~ to ~~substantial~~interpretation ~~compensation~~ and ~~our~~may ~~officers and directors are~~ not ~~obligated~~accurately topredict ~~contribute~~the ~~any~~presence, ~~specific~~quality, ~~number~~or recoverability of ~~hours per week to our affairs~~hydrocarbons.

WeEven if hydrocarbons are ~~dependent~~encountered, ~~upon~~they ~~our~~may ~~officers~~not ~~and~~exist ~~directors~~in sufficient quantities, pressure, or reservoir characteristics to permit commercial production or to recover drilling and ~~their~~completion ~~departure~~costs. ~~could~~Analogies ~~adversely~~drawn ~~affect~~from ~~our~~other ~~ability~~wells or producing fields may not be applicable to ~~operate~~our acreage. As a result, we may expend substantial capital on drilling activities without establishing economically recoverable reserves.

~~Our~~We ~~initial~~may ~~operations~~be ~~are~~deemed ~~dependent upon~~ a ~~small~~shell ~~group of individuals~~company, ~~namely~~which ~~Messrs.~~could ~~Rochford~~restrict ~~and~~resales ~~Broaddrick. We believe that our success depends on the continued service~~ of ~~these officers and directors, at least until we have completed~~ our ~~initial target acquisition~~securities. We do not have an employment agreement with, or key-man insurance on the life of either of these persons. The unexpected loss of the services of one or more of these parties could have a detrimental effect on us.

We have not generated revenue from operations and are in the exploration stage of development, which may cause investors or regulators to evaluate our status under applicable securities laws.

The Company is an exploration-stage oil and gas company and owns leasehold interests in real property in Texas. Although we have not yet drilled wells or established proved reserves, our activities are directed toward exploration and development of our acreage position and not solely toward identifying or consummating a merger, acquisition of an operating business, or other business combination transaction. We believe our assets and operations are consistent with those of an early-stage oil and gas company. However, regulatory interpretation of “shell company” status involves factual and legal analysis, and there can be no assurance that regulators or market participants would not scrutinize our status.

Failure to maintain OTCQB eligibility could reduce liquidity of our common stock.

Continued quotation on OTCQB is subject to ongoing eligibility requirements, including current SEC reporting status, audited financial statements by a PCAOB-registered auditor, and minimum bid price and other standards. If we fail to satisfy these requirements, our securities may be downgraded or removed from OTCQB, which could materially reduce liquidity and investor confidence. If our common stock were removed from OTCQB, it could trade on a more limited market, which may reduce liquidity, increase volatility, and impair our ability to raise capital.

In addition, we currently do not have any independent directors and do not maintain a separately constituted audit committee composed of independent directors. Although OTCQB rules do not presently require a fully independent board for continued quotation, the absence of independent oversight may subject us to increased scrutiny from regulators, investors, and counterparties. Our limited board structure may also impair our ability to implement and maintain governance practices consistent with evolving market expectations for public companies. If OTC Markets were to modify its corporate governance requirements, or if investors or other market participants determine that our governance structure is inadequate, we could experience difficulty maintaining our OTCQB eligibility, attracting capital, or retaining investor confidence, which could adversely affect the market price and liquidity of our common stock.

Future issuances of equity securities may result in significant dilution.

We may issue additional shares of common stock or other securities to raise capital or acquire additional properties or interests in oil and gas properties. We may also issue preferred stock or other securities senior to our common stock. These issuances could reduce voting power, reduce future upside, and may include liquidation preferences, anti-dilution protections, or other rights adverse to holders of common stock. Any such issuances could significantly dilute existing stockholders.

Risks Related to Our Exploration and Development Activities

Our leasehold interests may expire or revert if we fail to meet drilling or primary term requirements.

Our leasehold interests are subject to primary term expiration and, in certain cases, drilling commitments, including timing requirements under certain farmout or lease arrangements. If we do not commence drilling operations within required timeframes, our rights in the applicable acreage may terminate or revert to the lessor and we could lose all or a portion of our acreage position without compensation. Loss of acreage could materially impair our ability to develop reserves and generate future revenue.

Drilling, completion, and production activities involve significant operational and financial risks that could materially adversely affect us.

Under our current lease agreement, we are required to drill a certain number of wells. If we undertake drilling or completion operations, those activities will involve numerous operational risks, including equipment failure, well control incidents, mechanical difficulties, cost overruns, regulatory delays, shortages of rigs or services, adverse weather, title disputes, and accidents. The cost of drilling and completing a well is often uncertain until operations are underway. Budget overruns are common and may render a project uneconomic. Operational failures could result in the loss of the well, significant remediation expense, regulatory penalties, or liability exposure. Even if a well is successfully drilled and completed, production levels may decline more rapidly than expected, resulting in reduced economic returns. These operational risks are separate from and in addition to the geological uncertainties associated with exploratory drilling.

WeRisks ~~may~~Related ~~issue notes or other debt securities, or otherwise incur substantial debt,~~ to ~~acquire~~Regulation ~~further oil~~ and ~~gas projects or companies, which may adversely affect our leverage and financial condition and thus negatively impact~~ the ~~value~~Energy ~~of our stockholders’ investment in us.~~Industry

~~Although~~Commodity weprice ~~have~~volatility nocould ~~commitments~~render asour ofacreage ~~the~~uneconomic ~~date of this Form 10-K filing~~ to ~~issue any notes or other debt securities, or to otherwise incur outstanding debt following this offering, we may choose to incur substantial debt to initiate our principal business activities~~develop. ~~The incurrence of debt could have a variety of negative effects, including:~~

~~·default~~Future drilling decisions and ~~foreclosure~~the oneconomic viability of our ~~assets~~acreage ifare highly sensitive to oil and natural gas prices. Because we have no current production, commodity prices primarily affect whether our ~~operating~~acreage ~~revenues~~can ~~after~~be aneconomically ~~initial~~developed ~~business~~and ~~acquisition~~whether ~~are~~we ~~insufficient~~can raise capital to ~~repay~~fund development. We do not currently engage in hedging activities and because we have no producing wells, we have no revenue hedge against commodity price volatility. Sustained declines in commodity prices could render our ~~debt~~acreage ~~obligations;~~ uneconomic and result in impairment of our leasehold interests. Commodity price volatility can also affect the cost and availability of drilling rigs, tubular goods, and oilfield services. Tariffs, trade restrictions, or supply chain disruptions could increase the cost of tubular goods, equipment, and services required for any drilling program.

·acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

·our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

·our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt security is outstanding;

·our inability to pay dividends on our common stock;

·using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

·limitations on our flexibility in planning for and reacting to changes in our business and in the specific industry in which we operate;

·increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

·limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

We may be unable to obtain additional financing to fund our oil and gas operations or growth acquisitions, which could compel us to restructure or abandon a particular project.

Although we believe that the net proceeds from our founder and from our prior nonpublic offering will be sufficient to allow us to complete our initial operations, in order to complete our drilling obligation on our current lease or to acquire further properties or existing oil and gas companies. If our funds on hand prove to be insufficient, either because of the inability to partner with others for development of our current oil and gas lease, or the depletion of the available cash in search of new projects, we may be required to seek additional financing or to abandon a proposed acquisition. We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial acquisition, we would be compelled to either restructure the transaction or abandon that particular target and seek an alternative candidate. The failure to secure additional financing could have a material adverse effect on the continued development or growth of our business. None of our officers, directors or stockholders is required to provide any financing to us in connection with or after any business transaction.

Our founding stockholders will control the election of our board of directors until consummation of our initial business acquisition and will hold a substantial interest in us. As a result, they will elect all of our directors prior to the consummation of our initial acquisition and may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support.

Our founding stockholders own approximately 75.2% of our outstanding common stock. In addition, the founder shares, all of which are held by our initial stockholders, will entitle the holders to elect all of our directors prior to the consummation of our initial business acquisition. As a result, other shareholders will not have any influence over the election of directors prior to our initial business acquisition.

Provisions in Nevada law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our common stock and could entrench management.

Section 78.411 et seq. of the NRS affects the ability of an “interested stockholder” to engage in certain business combinations, for a period of two years following the time that the stockholder becomes an “interested stockholder.” We may elect in any future amendments to our articles of incorporation not to be subject these sections. These provisions may limit the ability of third parties to acquire control of our Company.

If our assessments of purchased properties are materially inaccurate, it could have a significant impact on future operations and earnings.

The successful acquisition of producing properties requires assessments of many factors, which are inherently inexact and may be inaccurate, including the following:

· the amount of recoverable reserves;

· future oil and natural gas prices;

· estimates of operating costs;

· estimates of future development costs;

· estimates of the costs and timing of plugging and abandonment; and

· potential environmental and other liabilities.

Our assessment will not reveal all existing or potential problems, nor will it permit us to become familiar enough with the properties to assess fully their capabilities and deficiencies. We plan to undertake further development of our properties through the use of cash flow from existing production. Therefore, a material deviation in our assessments of these factors could result in less cash flow being available for such purposes than we presently anticipate, which could either delay future development operations (and delay the anticipated conversion of reserves into cash) or cause us to seek alternative sources to finance development activities.

The loss of key members of management or failure to attract and retain other highly qualified personnel could, in the future, affect the Company’s business results.

The Company’s success depends on its ability to attract, retain and motivate a highly-skilled and diverse management team and workforce. Failure to ensure that the Company has the depth and breadth of management and personnel with the necessary skill set and experience could impede its ability to deliver growth objectives and execute its operational strategy. As the Company continues to expand, it will need to promote or hire additional staff, and, as a result of increased compensation and benefit mandates, it may be difficult to attract or retain such individuals without incurring significant additional costs.

Risks Relating to the Oil and Natural Gas Industry

The recent US import ban on energy from Russia which has resulted in increased commodity prices, and a threatened corresponding export ban from Russia, creates uncertainty in the oil and gas markets which may affect the Company’s ability to commence operations.

On March 8, 2022, in response to Russia’s invasion of Ukraine, the President signed an executive order banning the import of Russian oil, liquified national gas, and coal to the US. In addition, the executive order mandates that the US will work with its allies to adopt a similar ban. Oil prices spiked to their highest levels since 2008 as a result of the executive order. Russia has threatened to retaliate with an embargo on gas exports, particularly to Europe, and has further demanded payment for gas by customers in Rubles, the Russian currency, rather than in euros or dollars. Historically, oil prices have been volatile, as evidenced most recently by the significant decline in oil and gas prices as a result of global reduction in the consumption of oil and gas products during the initial stages of the pandemic. The current import ban, and any Russian export ban, could result in much higher prices for oil and gas based on increased demand for oil and gas, particularly in the US and Europe. It is impossible to predict the ultimate effect actions to ban oil and gas imports and exports from and to Russia will have on the global economy and commodity prices in general. Uncertainty in the oil and gas markets could have an adverse impact on the proposed business of the Company if investors and others are reluctant to invest in oil and gas projects.

Prospects that we decide to drill may not yield oil or natural gas in commercially viable quantities.

Our prospects are in various stages of evaluation, ranging from prospects that are currently being drilled to prospects that will require substantial additional seismic data processing and interpretation. There is no way to predict in advance of drilling and testing whether any particular prospect will yield oil or natural gas in sufficient quantities to recover drilling or completion costs or to be economically viable. This risk may be enhanced in our situation, due to the fact that a significant percentage (43%) of our proved reserves is currently proved undeveloped reserves. The use of seismic data and other technologies and the study of producing fields in the same area will not enable us to know conclusively prior to drilling whether oil or natural gas will be present or, if present, whether oil or natural gas will be present in commercial quantities. We cannot assure you that the analogies we draw from available data obtained by analyzing other wells, more fully explored prospects or producing fields will be applicable to our drilling prospects.

A substantial or extended decline in oil and natural gas prices may adversely affect our business, financial condition or results of operations and our ability to meet our capital expenditure obligations and financial commitments.

The price we receive for our oil and natural gas production heavily influences our revenue, profitability, access to capital and future rate of growth. Oil and natural gas are commodities and, therefore, their prices are subject to wide fluctuations in response to relatively minor changes in supply and demand. Historically, the markets for oil and natural gas have been volatile. These markets will likely continue to be volatile in the future. The prices we receive for our production, and the levels of our production, depend on numerous factors beyond our control. These factors include, but are not limited to, the following:

·changes in global supply and demand for oil and natural gas;

·the actions of the Organization of Petroleum Exporting Countries, or OPEC;

·the oil price war between Russia and Saudi Arabia;

·the price and quantity of imports of foreign oil and natural gas;

·political conditions, including embargoes, in or affecting other oil-producing activity;

·the level of global oil and natural gas exploration and production activity;

·the level of global oil and natural gas inventories;

·weather conditions;

·technological advances affecting energy consumption; and

·the price and availability of alternative fuels.

Lower oil and natural gas prices may not only decrease our revenues on a per BOE basis but also may reduce the amount of oil and natural gas that we can produce economically. Lower prices also negatively impact the value of our proved reserves. The recent drop in the price of oil has forced the Company, as well as other operators, to re-evaluate our current capital expenditure budget and make changes accordingly that we believe are in the best interest of the Company and its stockholders. A substantial or extended decline in oil or natural gas prices may materially and adversely affect our future business, financial condition, results of operations, liquidity or ability to finance planned capital expenditures.

Drilling for and producing oil and natural gas are high risk activities with many uncertainties that could adversely affect our business, financial condition or results of operations.

Our future success will depend on the success of our exploitation, exploration, development and production activities. Our oil and natural gas exploration and production activities are subject to numerous risks beyond our control, including the risk that drilling will not result in commercially viable oil or natural gas production. Our decisions to purchase, explore, develop or otherwise exploit prospects or properties will depend in part on the evaluation of data obtained through geophysical and geological analyses, production data and engineering studies, the results of which are often inconclusive or subject to varying interpretations. Please read “—Reserve estimates depend on many assumptions that may turn out to be inaccurate. . .” (below) for a discussion of the uncertainty involved in these processes. Our cost of drilling, completing and operating wells is often uncertain before drilling commences. Overruns in budgeted expenditures are common risks that can make a particular project uneconomical. Further, many factors may curtail, delay or cancel drilling, including the following: delays imposed by or resulting from compliance with regulatory requirements; pressure or irregularities in geological formations; shortages of or delays in obtaining equipment and qualified personnel; equipment failures or accidents; adverse weather conditions; reductions in oil and natural gas prices; title problems; and limitations in the market for oil and natural gas.

We may incur substantial losses and be subject to substantial liability claims as a result of any oil and natural gas operations.

It may not be possible to insure against all risks. Losses and liabilities arising from uninsured and underinsured events could materially and adversely affect any future business opportunities. Oil and natural gas exploration and production activities are subject to all of the operating risks associated with drilling for and producing oil and natural gas, including the possibility of:

●environmental hazards, such as uncontrollable flows of oil, natural gas, brine, well fluids, toxic gas or other pollution into the environment, including groundwater and shoreline contamination;

●abnormally pressured formations;

●mechanical difficulties, such as stuck oil field drilling and service tools and casing collapse;

●fires and explosions;

●personal injuries and death; and

●natural disasters.

Part of our strategy involves using some of the latest available horizontal drilling and completion techniques, which involve additional risks and uncertainties in their application if compared to conventional drilling.

~~Our~~If ~~operations~~we ~~utilize~~use ~~some of the latest~~ horizontal drilling ~~and~~or multi-stage completion techniques ~~as developed by us~~, ~~other~~those ~~oil~~methods ~~and~~may ~~natural~~increase ~~gas~~cost, ~~exploration~~complexity, and ~~production~~the ~~companies~~risk ~~and~~of ~~our~~operational ~~service providers~~failure. The additional risks that we face while drilling horizontally include, but are not limited to, the following:

·drilling wells that are significantly longer and/or deeper than wells drilled by others;

·landing our wellbore in the desired drilling zone;

·staying in the desired drilling zone while drilling horizontally through the formation;

·running our casing the entire length of the wellbore; and

·being able to run tools and other equipment consistently through the horizontal wellbore.

Risks that we face while completing our wells include, but are not limited to, the following:

·the ability to fracture or stimulate the planned number of stages in a horizontal or lateral wellbore;

·the ability to run tools the entire length of the wellbore during completion operations; and

·the ability to successfully clean out the wellbore after completion of the final fracture stimulation stage.

16We may incur substantial losses and be subject to substantial liability claims as a result of any oil and natural gas operations.

It may not be possible to insure against all risks. Losses and liabilities arising from uninsured and underinsured events could materially and adversely affect any future business opportunities. Any future oil and natural gas operations would be subject to all of the operating risks associated with drilling for and producing oil and natural gas, including the possibility of:

●environmental hazards, such as uncontrollable flows of oil, natural gas, brine, well fluids, toxic gas or other pollution into the environment, including groundwater and shoreline contamination;

●abnormally pressured formations;

●mechanical difficulties, such as stuck oil field drilling and service tools and casing collapse;

●fires and explosions;

●personal injuries and death; and

●natural disasters.

Any of these risks could adversely affect our ability to conduct future operations or result in substantial losses. We may elect not to obtain insurance if we believe that the cost of available insurance is excessive relative to the risks presented. In addition, pollution and environmental risks generally are not fully insurable. If a significant accident or other event occurs and is not fully covered by insurance, then it could materially and adversely affect our financial condition and future operations. We may not have insurance coverage sufficient to cover all operational hazards, and certain environmental risks may be uninsurable or subject to significant deductibles.

Environmental, climate-related, and other regulatory requirements could increase costs, delay operations, or limit development.

Although we currently have no producing wells, any future drilling activities would be subject to federal, state, and local environmental and regulatory requirements. Compliance costs could be substantial, and failure to comply could result in penalties, delays, or loss of operating rights. In addition, evolving climate-related regulation, disclosure expectations, and stakeholder actions could increase compliance costs, limit access to capital, or reduce demand for oil and natural gas over time. Natural disasters, severe weather, public health events, or other force majeure events could disrupt any future operations, supply chains, and access to capital.

Competition is intense in the oil and natural gas industry.

WeThe ~~operate~~oil inand anatural gas industry is highly competitive ~~environment~~ for acquiring properties and marketing oil and natural gas. Our competitors include multinational oil and natural gas companies, major oil and natural gas companies, independent oil and natural gas companies, individual producers, financial buyers as well as participants in other industries that supply energy and fuel to consumers. Many of our competitors have greater and more diverse resources than we do. Additionally, competition for acquisitions may significantly increase the cost of available properties. We compete for the personnel and equipment required to explore, develop, and operate properties. Our competitors also may have established long-term strategic positions and relationships in areas in which we may seek to enter. Consequently, our competitors may be able to address these competitive factors more effectively than we can. If we are not successful in our competition for oil and natural gas reserves or in our marketing of production, then our financial condition and operation results may be adversely affected.

WeRisks ~~may~~Related beto ~~adversely~~Management ~~affected by natural disasters, pandemics (including the recent coronavirus outbreak)~~ and ~~other catastrophic events, and by man-made problems such as terrorism, that could disrupt our business operations.~~Strategy

~~Natural~~Our ~~disasters,~~management ~~adverse~~has ~~weather~~limited ~~conditions,~~time ~~floods,~~and ~~pandemics~~resources ~~(including the recent coronavirus outbreak), acts of terrorism~~ and ~~other catastrophic or geo-political events~~ may ~~cause~~have ~~damage~~conflicts orof ~~disruption to our operations and the global economy~~interest, orwhich could ~~result~~delay inexecution ~~market disruption, any~~ of ~~which~~our ~~could~~plans ~~have~~and anharm ~~adverse effect on~~ our business~~, operating results, and financial condition~~.

~~The~~Our ~~coronavirus~~officers ~~outbreak~~and atdirectors ~~the~~are ~~beginning~~not ofrequired ~~2020~~to, ~~has~~and ~~impacted~~will ~~various~~not, ~~businesses~~commit ~~throughout~~their ~~the~~full ~~world~~time to our affairs, ~~including~~which anmay ~~impact~~result onin ~~the~~a ~~global~~conflict ~~demand~~of ~~for~~interest ~~oil~~in allocating their time in developing our operations and ~~natural~~evaluating ~~gas~~potential acquisition or development opportunities. We do not intend to have any full-time employees prior to the completion of our operations, ~~travel~~development ~~restrictions~~planning, financing activities, and ~~the~~potential ~~extended~~acquisitions. ~~shutdown~~Each of ~~certain~~our ~~businesses~~officers and directors is engaged in ~~impacted~~other ~~geographic~~business ~~regions. If~~endeavors ~~the~~for ~~coronavirus~~which ~~outbreak~~they ~~situation~~may ~~should~~be ~~worsen,~~entitled itto ~~could~~substantial ~~have~~compensation aand ~~material~~our ~~adverse~~officers ~~impact~~and ondirectors are not obligated to contribute any specific number of hours per week to our ~~business~~affairs. ~~operations,~~Shareholders ~~operating~~and ~~results~~investors must rely significantly on management's judgment in identifying and ~~financial~~evaluating ~~condition~~acquisition and development opportunities, and past performance in other ventures is not a guarantee of results for Circle.

~~Extreme~~If ~~weather~~our ~~conditions,~~assessments ~~which~~of ~~could~~purchased ~~become~~properties ~~more~~are ~~frequent~~materially ~~or severe due to climate change~~inaccurate, it could ~~adversely~~have ~~affect~~a ~~our~~significant ~~ability~~impact toon ~~conduct~~future ~~drilling,~~operations ~~completion~~ and ~~production activities in the areas where we operate~~earnings.

~~Any~~If ~~future~~we ~~exploitation~~pursue ~~and development activities and equipment could be adversely affected by extreme weather conditions~~acquisitions, ~~such as hurricanes or freezing temperatures~~farm-ins, ~~which may cause a loss of production from temporary cessation of activity from regional power outages~~ or ~~lost~~additional orleasehold ~~damaged~~interests, ~~facilities~~our ~~and~~assessments ~~equipment.~~may ~~Such~~be ~~extreme~~incorrect ~~weather~~due ~~conditions could also impact access~~ to ~~our~~limited ~~drilling~~diligence ~~and production facilities for routine operations~~opportunities, ~~maintenance~~incomplete ~~and~~technical ~~repairs and the availability of and our access to~~data, ~~necessary~~title ~~third-party services~~issues, ~~such~~unknown ~~as gathering~~liabilities, ~~processing,~~or ~~compression~~incorrect ~~and~~assumptions ~~transportation~~about ~~services.~~future ~~These~~development ~~constraints~~costs and ~~the~~commodity ~~resulting~~prices. ~~shortages~~Because orwe ~~high~~have ~~costs~~no ~~could~~producing ~~delay~~wells, orwe ~~temporarily~~cannot ~~halt~~rely ~~our~~on ~~operations~~operating ~~and~~cash ~~materially~~flow ~~increase~~to ~~our~~fund ~~operation~~development, and ~~capital~~any ~~costs,~~adverse ~~which~~acquisition outcome could ~~have~~require aadditional ~~material~~financing, ~~adverse~~impair ~~effect on~~ our ~~business~~assets, ~~financial~~or ~~condition~~divert ~~and~~management ~~results of operations~~attention.

We rely on information technology systems and third-party service providers, and cybersecurity incidents could disrupt our operations or impair our ability to comply with reporting obligations.

Although we currently have no active oil and gas production and limited operational activities, we rely on information technology systems and third-party service providers to conduct our business, including maintaining financial records, preparing SEC filings, communicating with investors and service providers, and storing confidential business information. We utilize cloud-based systems, email platforms, accounting software, and other digital tools to support these functions.

Cybersecurity incidents, including unauthorized access, phishing attacks, ransomware, malware, or other data breaches, could result in the loss or compromise of confidential information, disruption of our financial reporting processes, or impairment of our ability to meet our public reporting obligations. Because our management team is small and our administrative infrastructure is limited, any disruption to our systems could have a disproportionate impact on our operations.

We also rely on third-party vendors and service providers for certain functions, and a compromise of their systems could adversely affect us. Although we implement security measures designed to protect our information systems, such measures may not be sufficient to prevent all cybersecurity incidents. A material cybersecurity incident could result in regulatory scrutiny, reputational harm, litigation exposure, financial loss, or difficulty accessing capital markets.

As cyber threats continue to evolve, we may be required to devote additional resources to enhance our cybersecurity controls and incident response capabilities.

Risks Related to Our Common Stock and Corporate Structure

We are dependent upon our officers and directors and their departure could adversely affect our ability to operate.

Our initial operations are dependent upon a small group of individuals, namely Messrs. Rochford and Broaddrick. We believe that our success depends on the continued service of these officers and directors, at least until we have completed our initial target acquisition. We do not have an employment agreement with, or key-man insurance on the life of either of these persons. The unexpected loss of the services of one or more of these parties could have a detrimental effect on us.

Our principal stockholders hold a controlling interest in our common stock and can significantly influence corporate actions.

Our founding stockholders own approximately 75.2% of our outstanding common stock. In addition, the founder shares, all of which are held by our initial stockholders, will entitle the holders to elect all of our directors for so long as they continue to hold a majority of the outstanding voting power. As a result, other shareholders will not have any influence over the election of directors.

Provisions in Nevada law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our common stock and could entrench management.

Section 78.411 et seq. of the Nevada Revised Statutes affects the ability of an “interested stockholder” to engage in certain business combinations, for a period of two years following the time that the stockholder becomes an “interested stockholder.” We may elect in any future amendments to our articles of incorporation not to be subject these sections. These provisions may limit the ability of third parties to acquire control of our Company.

The market price of our common stock may be volatile, which could cause the value of your investment to decline.

The stock markets have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock. The market for our common stock may be limited, with low trading volume and limited analyst coverage, which may increase volatility and make it difficult to sell shares at desired prices. The market price of our common stock may also fluctuate significantly in response to the following factors, some of which are beyond our control:

·our operating and financial performance and prospects;

·variations in our quarterly operating results and changes in our liquidity position;

·investor perceptions of us and the industry and markets in which we operate;

·future sales, or the availability for sale, of equity or equity-related securities;

·changes in securities analysts’ estimates of our financial performance;

·changes in market valuations of similar companies;

·changes in the price of oil and natural gas; and

·general financial, domestic, economic and other market conditions.

We have no current plans to pay dividends on our common stock.

We do not expect to pay cash dividends in the foreseeable future, and investors in or holders of our common stock should rely on potential appreciation, if any, in the market price of our common stock. We currently intend to retain future earnings, if any, to pay down debt and finance the expansion of our business. Our future dividend policy is within the discretion of our Board of Directors and will depend upon various factors, including our business, financial condition, results of operations, capital requirements and investment opportunities.

The loss of key members of management or failure to attract and retain other highly qualified personnel could, in the future, affect the Company’s business results.

Risks Relating to the Oil and Natural Gas Industry

Prospects that we decide to drill may not yield oil or natural gas in commercially viable quantities.

Drilling for and producing oil and natural gas are high risk activities with many uncertainties that could adversely affect our business, financial condition or results of operations.

Risks Relating to Legal, Regulatory, Privacy and Tax Matters

Legislative and regulatory initiatives related to global warming and climate change could have an adverse effect on our operations and the demand for oil and natural gas.

The U.S. Congress and the EPA, in addition to some state and regional authorities, have in recent years considered legislation or regulations to reduce emissions of greenhouse gases, or GHGs. These efforts have included consideration of cap-and-trade programs, carbon taxes or fees, GHG reporting and tracking programs, and regulations that directly limit GHG emissions from certain sources. In the absence of federal GHG-limiting legislation, the EPA has determined that GHG emissions present a danger to public health and the environment and has adopted regulations that, among other things, restrict emissions of GHGs under existing provisions of the U.S. CAA. For example, the EPA has adopted and implemented regulations under existing provisions of the CAA that, among other things, establish permitting requirements for GHG, require that certain facilities meet “best available control technology” standards, and mandate annual reporting of GHG emissions.

The EPA also sought to address climate change through its GHG NSPS regulations pursuant to the Executive Order on Protecting Public Health and the Environment and Restoring Science to Tackle the Climate Crisis. Many state governments have established rules aimed at reducing greenhouse gas emissions, including greenhouse gas cap and trade programs. Most of these cap-and-trade programs work by requiring major sources of emissions to acquire and surrender emission allowances. It is difficult to predict the timing and certainty of such government actions and their ultimate effect, which could depend on, among other things, the type and extent of greenhouse gas reductions required, the availability and price of emissions allowances or credits, the availability and price of alternative fuel sources, the energy sectors covered, and the ability to recover the costs incurred through our operating agreements or the pricing of oil, natural gas, and other products.

On an international level, the United States is one of almost 200 nations that agreed in December 2015 to the Paris Agreement. However, the Paris Agreement does not impose any binding obligations on the United States. In June 2017, President Trump announced that the United States would withdraw from the Paris Agreement, which became effective November 4, 2020. On February 19, 2021, the United States rejoined the Paris Agreement. Again, on January 20, 2025, President Trump signed an executive order that would, in part, withdraw the United States from the Paris Agreement.

Oil and gas companies are subject to complex laws that can affect the cost, manner or feasibility of doing business.

Exploration, development, production and sale of oil and natural gas are subject to extensive federal, state, local and international regulation. It is not possible to predict how or when regulations affecting operations might change. At the state level, New Mexico’s consideration of legislation to prohibit certain uses of freshwater in fracking operations, implement new disclosure requirements, and increase penalties may affect the cost and feasibility of a company’s business. It could be required to make large expenditures to comply with governmental regulations. Other matters subject to regulation include: discharge permits for drilling operations; drilling bonds; reports concerning operations; the spacing of wells; unitization and pooling of properties; and taxation.

Under these laws, a company could be liable for personal injuries, property damage and other damages. Failure to comply with these laws also may result in the suspension or termination of its operations and subject it to administrative, civil and criminal penalties. Moreover, these laws could change in ways that substantially increase a company’s costs. Any such liabilities, penalties, suspensions, terminations or regulatory changes could materially adversely affect the company’s financial condition and results of operations.

Our operations may incur substantial liabilities to comply with the environmental laws and regulations.

Our oil and natural gas operations are subject to stringent federal, state and local laws and regulations relating to the release or disposal of materials into the environment or otherwise relating to environmental protection. These laws and regulations may require the acquisition of a permit before drilling commences, restrict the types, quantities and concentration of substances that can be released into the environment in connection with drilling and production activities, limit or prohibit drilling activities on certain lands lying within wilderness, wetlands and other protected areas, and impose substantial liabilities for pollution resulting from our operations. Failure to comply with these laws and regulations may result in the assessment of administrative, civil and criminal penalties, incurrence of investigatory or remedial obligations or the imposition of injunctive relief. Changes in environmental laws and regulations occur frequently, and any changes that result in more stringent or costly waste handling, storage, transport, disposal or cleanup requirements could require us to make significant expenditures to maintain compliance and may otherwise have a material adverse effect on our results of operations, competitive position or financial condition as well as the industry in general. Under these environmental laws and regulations, we could be held strictly liable for the removal or remediation of previously released materials or property contamination regardless of whether we were responsible for the release or if our operations were standard in the industry at the time they were performed. The amount of additional future costs is not fully determinable due to such factors as the unknown magnitude of possible contamination, the unknown timing and extent of the corrective actions or compliance efforts that may be required, the determination of the company’s liability in proportion to other responsible parties, and the extent to which such costs are recoverable from third parties.

Our proposed operations are subject to a series of risks arising out of the threat of climate change that could result in increased operating costs, limit the areas in which we may conduct oil and natural gas exploration and production activities, and reduce demand for the oil and natural gas we produce.

In the United States, no comprehensive climate change legislation has been implemented at the federal level. Nevertheless, a number of regulations have been adopted and proposed which could result in significant changes to the oil and gas industry. For example, the release of methane into the environment is now strongly regulated and may require the dedication of additional funds for compliance. The adoption and implementation of new or more stringent international, federal or state legislation, regulations or other regulatory initiatives that impose more stringent standards for greenhouse gas (“GHG”) emissions from the oil and natural gas sector or otherwise restrict the areas in which this sector may produce oil and natural gas or generate GHG emissions could result in increased costs of compliance or costs of consuming, and thereby reduce demand for, oil and natural gas. Additionally, political, litigation and financial risks may result in us restricting or cancelling production activities, incurring liability for infrastructure damages as a result of climatic changes, or having an impaired ability to continue to operate in an economic manner. One or more of these developments could have a material adverse effect on our business, financial condition and results of operations. Further, the effects of climate change, such are more frequent and severe climate events could adversely affect our ability to produce, transport, or market any oil and gas we produce.

Risks Relating to Our Capital Structure

We may be unable to access the equity or debt capital markets to meet our obligations.

Our plans for growth may include accessing the capital markets. Recent reluctance to invest in the exploration and production sector based on market volatility, perceived underperformance and Environmental, Social and Governance (ESG) trends, among other things, has raised concerns regarding capital availability for the sector. If those markets are unavailable, or if we are unable to access alternative means of financing on acceptable terms, we may be unable to implement all of our development plans, make acquisitions or otherwise carry out our business strategy, which would have a material adverse effect on our financial condition and results of operations and impair our ability to service our indebtedness.

~~Risks~~We ~~Relating~~are toan ~~Technology~~“emerging growth company,” and ~~Cybersecurity~~will be able to take advantage of reduced disclosure requirements applicable to these companies, which could make our common stock less attractive to investors.

We ~~rely~~are onan ~~computer~~“emerging ~~and~~growth ~~telecommunications systems~~company,” ~~and~~as ~~failures~~defined in ~~our~~the ~~systems~~Jumpstart orOur ~~cyber~~Business ~~security~~Startups ~~attacks~~Act of 2012, or ~~breaches~~JOBS ~~could~~Act, ~~result~~and, infor ~~information~~as ~~theft~~long as we continue to be an “emerging growth company,” ~~data~~we ~~corruption~~intend to take advantage of certain exemptions from various reporting requirements applicable to other public companies but not to emerging growth companies, ~~disruption~~including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in ~~operations~~our periodic reports and~~/or~~ ~~financial~~proxy ~~loss.~~statements, and exemptions from the requirements of holding a

The oil and natural gas industry has become increasingly dependent upon digital technologies to conduct day-to-day operations including certain exploration, development and production activities. We depend on digital technology to estimate quantities of oil and natural gas reserves, process and record financial and operating data, analyze seismic and drilling information, process and store personally identifiable information on our employees and royalty owners and communicate with our employees and other third parties. Our business partners, including vendors, service providers, purchasers of our production and financial institutions, are also dependent on digital technology. It is possible that we could incur interruptions from cyber security attacks or breaches, computer viruses or malware that could result in disruption of our business operations and/or financial loss. Although we utilize various procedures and controls to monitor and protect against these threats and mitigate our exposure to such threats, there can be no assurance that these procedures and controls will be sufficient in preventing security threats from materializing and causing us to suffer losses in the future. Even so, any cyber incidents or interruptions to our computing and communications infrastructure or our information systems could lead to data corruption, communication interruption, unauthorized release, gathering, monitoring, misuse or destruction of proprietary or other information, or otherwise significantly disrupt our business operations. As cyber threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities.17

~~Risks~~nonbinding ~~Relating~~advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We could be an “emerging growth company” for up to ~~Our~~five ~~Common~~years, ~~Stock~~or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1.235 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

~~The~~As ~~market~~an ~~price~~emerging ofgrowth company, our ~~common~~financial ~~stock~~statements may not be ~~volatile,~~comparable ~~which~~to ~~could~~those ~~cause~~of other companies because of the ~~value~~reduced reporting requirements of ~~your~~an ~~investment~~emerging growth company. Further, we cannot predict if investors will find our common stock less attractive if we choose to ~~decline~~rely on these exemptions. If some investors find our common stock less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our common stock and our stock price may be more volatile.

·our operating and financial performance and prospects;

·variations in our quarterly operating results and changes in our liquidity position;

·investor perceptions of us and the industry and markets in which we operate;

·future sales, or the availability for sale, of equity or equity-related securities;

·changes in securities analysts’ estimates of our financial performance;

·changes in market valuations of similar companies;

·changes in the price of oil and natural gas; and

·general financial, domestic, economic and other market conditions.

We have no current plans to pay dividends on our common stock.

We do not currently anticipate paying any cash dividends on our common stock. We currently intend to retain future earnings, if any, to pay down debt and finance the expansion of our business. Our future dividend policy is within the discretion of our Board of Directors and will depend upon various factors, including our business, financial condition, results of operations, capital requirements and investment opportunities.

We are an “emerging growth company,” and will be able take advantage of reduced disclosure requirements applicable to “emerging growth companies,” which could make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or JOBS Act, and, for as long as we continue to be an “emerging growth company,” we intend to take advantage of certain exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We could be an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1.07 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period. As an emerging growth company, our financial statements may not be comparable to those of other companies because of the reduced reporting requirements of an emerging growth company. Further, we cannot predict if investors will find our common stock less attractive if we choose to rely on these exemptions. If some investors find our common stock less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our common stock and our stock price may be more volatile.

We may authorize and issue shares of preferred stock to acquire an oil and gas property or company or shares of our common stock under an employee incentive plan after completion of an acquisition of such a company. Any such issuances would dilute the interest of our stockholders and likely present other risks.

We have amended our Articles of Incorporation and authorized preferred shares that our board of directors may issue in various classes as they deem appropriate. We would likely issue a substantial number of shares of Common Stock, and may issue shares of preferred stock, in order to complete our initial acquisition or under an employee incentive plan after completion of our initial business combination. The issuance of additional shares of common or preferred stock:

·may significantly dilute the equity interest of current shareholders;

·may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded the holders of our common stock;

·could cause a change in control if a substantial number of shares of common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and

·may adversely affect prevailing market prices for our common stock, should a public trading market develop.

Provisions under Nevada law could delay or prevent a change in control of our company, which could adversely affect the price of our common stock.

In addition to the ability of the Board of Directors to issue preferred stock, the existence of some provisions under Nevada law could delay or prevent a change in control of the Company, which could adversely affect the price of our common stock. Nevada law imposes some restrictions on mergers and other business combinations between us and any holder of 10% or more of our outstanding common stock.

Item 1B:Unresolved Staff Comments

None.

Item 1C:Cyber Security

~~Due~~Given to the ~~size~~Company’s ofcurrent exploration-stage operations, the Company ~~and~~maintains ~~minimal~~a ~~activity~~limited ~~level,~~information ~~record~~technology ~~keeping~~environment ~~requirements~~consisting ~~are~~primarily ~~also~~of ~~minimal.~~locally ~~All~~maintained electronic records ~~are~~and ~~tightly~~physical ~~maintained~~documents instored ~~one~~at a secure location. ~~with~~The noCompany ~~utilization~~does ofnot maintain in-house servers or ~~cloud-based~~operate ~~services~~a proprietary network infrastructure. To the extent electronic communications are utilized, the Company relies on commercially available email and standard business software platforms. Messrs. Rochford and Broaddrick are responsible for oversight as the only members of management and of the Board of Directors. We do not engage any assessors, consultants, auditors or other third parties in connection with our cybersecurity risk management at this time.

AsRisk ofManagement ~~the~~and year ending December 31, 2024, Circle has had no cybersecurity incidents or been at risk from cybersecurity threats that have materially affected or were reasonably likely to materially affect our business strategy, results of operations or financial condition.Strategy

20The Company’s cybersecurity risk management processes are designed to identify, assess, and manage risks from cybersecurity threats in a manner proportionate to its size and operational footprint. Management periodically evaluates potential risks to financial records, operational data, and confidential information, including risks arising from unauthorized access, phishing, business email compromise, and other common cyber threats. Given the Company’s limited technology infrastructure, cybersecurity risk is primarily concentrated in access to electronic communications and financial reporting systems. The Company relies on standard security features embedded within commercially available software and service providers and expects such providers to maintain customary security safeguards. Given the Company’s limited personnel and operations, the Board has not designated a separate committee for cybersecurity oversight.

Management’s Role

Day-to-day responsibility for cybersecurity risk management resides with Messrs. Rochford and Broaddrick, who monitor access to Company records, maintain password protection protocols, and review any unusual account activity. In the event of a suspected cybersecurity incident, management would assess materiality, take remedial action, and, if appropriate, report the matter to the Board.

The Company may, in the future, engage third-party service providers or consultants to assist in evaluating cybersecurity risks as its operations expand.

As of the year ending December 31, 2025, Circle has had no cybersecurity incidents or been at risk from cybersecurity threats that have materially affected or were reasonably likely to materially affect our business strategy, results of operations or financial condition. While the Company has not identified any material cybersecurity incidents to date, no security measures can provide absolute assurance against all potential cybersecurity threats.

Item 2:Properties

~~General~~Oil ~~Background~~and Natural Gas Properties

~~Circle~~The ~~currently~~Company’s ~~owns~~principal anproperties ~~interest~~consist inof ~~acreage~~oil and natural gas leasehold interests located in Andrews County, Texas. ~~Our~~The ~~current~~Company ~~business model~~ is toin ~~focus~~the onexploratory ~~increasing~~stage ~~our~~of ~~acreage~~development ~~position~~and ~~through~~has ~~additional~~not ~~leasing~~established ~~and~~any ~~acquisition~~proved reserves.

~~Management~~The Company’s ~~Business~~leasehold ~~Strategy~~interests ~~Related~~represent real property rights under Texas law, including drilling rights, working interests, and associated development rights. These interests constitute operating oil and gas assets typical of exploration-stage independent producers and are not passive investment assets. The Company is obligated under its farmout agreement to ~~Properties~~drill wells within specified timeframes in order to retain its acreage position.

Our goal is to increase stockholder value by investing in oil and natural gas projects with attractive rates of return on capital employed. We plan to achieve this goal by adding acreage and assets with significant development potential. 18

~~Pursuing Profitable Acquisitions~~ Reserves

WeAs ~~have historically pursued acquisitions~~ of ~~properties~~December ~~that~~31, we2025, ~~believe~~the toCompany ~~have~~had ~~exploitation~~no ~~and~~proved ~~development~~oil ~~potential~~or ~~comparable~~natural togas ~~our existing inventory of drilling locations. We have developed and refined an acquisition program designed to increase~~ reserves ~~and~~as ~~complement~~defined ~~our~~under ~~existing~~Rule ~~core~~4-10(a) ~~properties. We have an experienced team~~ of ~~management~~Regulation ~~and engineering professionals who identify and evaluate acquisition opportunities, negotiate and close purchases and manage acquired properties~~S-X.

~~Summary~~The Company has not completed an independent reserve evaluation of ~~Oil~~its acreage and ~~Natural~~has ~~Gas~~not ~~Properties~~classified ~~and~~any ~~Projects~~reserves as proved or probable. Accordingly, the Company has not prepared estimates of reserves or future net cash flows attributable to reserves.

Significant Operations

We own a 75% working interest, 55.5% net revenue interest, in an 80 acre tract located in Andrews County, Texas. Under the lease agreement, we are required to drill at least two wells, one on each 40-acre farmout tract, within three years or the rights under the lease to any undrilled tract or tracts will automatically revert to Aspen. We have also entered into a joint venture agreement to mutually develop an area of mutual interest near the current lease. This area of mutual interest consists of approximately 880 acres including and adjoining the acquired acreage. If we are successful in acquiring additional acreage, we would jointly own mineral rights in the same percentage of ownership as the current lease (75% working interest, 55.5% net revenue interest).

Title to Properties

We generally conduct a preliminary title examination prior to the acquisition of properties or leasehold interests. Prior to commencement of operations on such acreage, a thorough title examination is usually conducted and any significant defects are remedied before proceeding with operations. We believe the title to our leasehold properties is good, defensible and customary with practices in the oil and natural gas industry, subject to such exceptions that we believe do not materially detract from the use of such properties. With respect to our properties of which we are not the record owner, we rely on contracts with the owner or operator of the property or assignment of leases, pursuant to which, among other things, we generally have the right to have our interest placed on record.

Our properties are generally subject to royalty, overriding royalty and other interests customary in the industry, liens incident to agreements, current taxes and other customary burdens, minor encumbrances, easements and restrictions. We do not believe any of these burdens will materially interfere with our use of these properties.

Acreage

The following table summarizes gross and net developed and undeveloped acreage as of December 31, ~~2024~~2025 by region. Net ~~(net~~ acreage isrepresents ~~our~~the ~~percentage~~Company’s proportionate ownership ofinterest in gross acreage). Acreage in which our interest is limited to royalty and overriding royalty interests is excluded.

	Developed Acreage		Undeveloped Acreage		Total Acreage
	Gross	Net	Gross	Net	Gross	Net
Central Basin Platform	-	-	80	60	80	60

Total	-	-	80	60	80	60

21As of December 31, 2025, all of the Company’s acreage is classified as undeveloped. The Company has no developed acreage and no producing wells.

Leases of undeveloped acreage ~~will~~ generally expire at the end of their respective primary terms unless production ~~from such leasehold acreage~~ has been established prior to expiration of such primary term. If production is established ~~on such acreage~~, the lease ~~will~~typically ~~generally~~remains ~~remain~~ in effect ~~until~~for ~~the~~so ~~cessation~~long ofas production ~~from~~continues ~~such~~in ~~acreage~~paying ~~and~~quantities, iscommonly referred to in the industry as “Held-By-Production” or “HBP.” ~~Leases~~In ofaddition, ~~undeveloped~~leases ~~acreage~~ may ~~terminate~~contain drilling or ~~expire~~other asdevelopment acommitments, ~~result~~and offailure ~~not~~to ~~meeting~~satisfy ~~certain~~such ~~drilling~~ commitments, if ~~any~~applicable, ormay ~~otherwise~~result byin ~~not~~termination ~~complying~~or ~~with~~expiration ~~the terms~~ of athe lease ~~depending~~in onaccordance ~~the~~with ~~specific~~its terms ~~that are negotiated between lessor and lessee~~.

The following table sets forth the gross and net undeveloped acreage, as of December 31, ~~2024~~2025, ~~under~~that ~~lease~~is ~~which~~scheduled ~~would~~to expire over the next two years unless (i) drilling requirements are satisfied, or (ii) the lease is renewed or extended prior to ~~the~~its ~~relevant~~ expiration ~~dates~~date:

	2025
	Gross	Net
Total	80	60

Wells

As of December 31, 2025, the Company had no producing wells and no wells in the process of drilling or completion.

Drilling Activity

The Company did not drill any exploratory or development wells during the year ended December 31, 2025.

Present Activities

The Company’s current activities are limited to evaluating its leasehold acreage, conducting geological review, and assessing potential drilling opportunities. The Company has not adopted a formal development plan and has not scheduled drilling activities.

Future development activities are subject to the availability of capital, commodity prices, regulatory approvals, and other economic factors.

Delivery Commitments

As of December 31, 2025, the Company had no delivery commitments for oil or natural gas.

Title to Properties

The Company generally conducts customary due diligence, including a preliminary review of title, in connection with the acquisition of oil and natural gas leasehold interests. Prior to the commencement of drilling operations on any acreage, the Company would expect to conduct a more comprehensive title examination and address any material defects identified at that time.

The Company believes that title to its leasehold properties is satisfactory in accordance with standards generally accepted in the oil and natural gas industry, subject to customary exceptions and encumbrances that do not, in the aggregate, materially interfere with the use of the properties for their intended purpose.

Certain of the Company’s interests may be held of record by third parties pursuant to lease assignments, participation agreements, or other contractual arrangements customary in the industry. Under such agreements, the Company generally has rights to its proportionate share of production and revenues and, where applicable, the right to have its interests placed of record.

The Company’s leasehold interests are generally subject to royalty interests, overriding royalty interests, working interests, liens incident to operating agreements, current taxes, and other burdens customary in the oil and natural gas industry, as well as minor encumbrances, easements, and restrictions. The Company does not believe that any such burdens materially impair the value or use of its properties.

Other Properties and Commitments

Messrs. Rochford and Broaddrick work from home offices at no cost to the Company. We also maintain executive office-sharing space at nominal cost to the Company.

Item 3:Legal Proceedings

In the ordinary course of business, we may be, from time to time, a claimant or a defendant in various legal proceedings. We do not presently have any material litigation pending or threatened requiring disclosure under this item.

Item 4:Mine safety disclosures

Not applicable.

2220

PART II

Item 5:Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market for our Common Stock

Our common stock is ~~listed~~quoted on OTCQB operated by OTC Markets Group Inc under the trading symbol “CRCE.” Our ~~listing~~common onstock ~~OTC~~has ~~Markets~~been ~~began~~quoted ~~in December 2022. Trading initiated~~ on ~~our~~the ~~stock~~OTCQB onsince February 23, 2023.

Record Holders

As of March 193, ~~2025~~2026, there are approximately 6657 registered holders of record of our common stock.

Dividend Policy

We do not currently anticipate paying any cash dividends on our common stock. We currently intend to retain future earnings, if any, to ~~pay~~finance ~~down~~the ~~debt~~development and ~~finance the~~ expansion of our business. Our future dividend policy is within the discretion of our Board of Directors and will depend upon various factors, including our business, financial condition, results of operations, capital requirements and investment opportunities.

Recent Sales of Unregistered Securities ~~and Use of Proceeds from Registered Securities~~

During the ~~past~~fiscal ~~three~~year ~~years~~ended ~~the~~December ~~registrant~~31, ~~has~~2025, ~~sold~~ the ~~following~~Company ~~securities~~did ~~which were~~ not ~~registered~~sell ~~under~~any ~~the~~unregistered ~~Securities Act:~~securities.

~~From~~Issuer ~~January~~Repurchases ~~26, 2022, through March 2, 2022, the Company conducted a non-public offering~~ of ~~its~~Equity ~~common stock at $0.80 per share solely to accredited investors under Rule 506(b) of Regulation D promulgated by the~~ Securities and Exchange Commission under the Securities Act of 1933, as amended. The Company sold 330,000 shares to 46 accredited investors for gross proceeds of $264,000. At the time of the sale of the shares, the Company reasonably believed that each purchaser was an “accredited investor” as defined in Rule 501(a) of Regulation D. No underwriting discounts or commissions were paid in connection with the transactions.

~~There~~The ~~were~~Company nodid ~~sales~~not repurchase any shares of ~~securities~~its common stock during ~~2023~~the orfiscal ~~2024~~year ended December 31, 2025.

Issuer Repurchases

We did not make any repurchases of our equity securities during the year ending December 31, 2024.

Item 6:Selected Financial Data

The selected financial information set forth below is derived from our balance sheets and statements of operations as of and for the years ended December 31, 2025, 2024, 2023 and 2022 and the partial year ended December 31, 2021. The data set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and related notes thereto included in this Annual Report.

	For the year ended	For the year ended	For the year ended	For the partial year ended
	For the years ended December 31,				For the partial year ended December 31,
Statements of Operations Data:	~~December 31, 2024~~2025	~~December 31, 2023~~2024	~~December 31, 2022~~2023	~~December 31, 2021~~2022	2021
Revenues	$-	$-	$-	$-	$-
Cost of revenues	-	-	-	-	-
General and administrative	6373,~~936~~663	7863,~~380~~936	6378,~~095~~380	363,~~226~~095	3,226
Net loss	(6373,~~936~~663)	(7863,~~380~~936)	(6378,~~095~~380)	(363,~~226~~095)	(3,226)
Basic and Diluted Loss per share	$(0.0405)	$(0.0504)	$(0.0405)	$(0.04)	$(0.04)

	As of December 31,	~~As of December 31,~~
Balance Sheet Data:	~~2024~~2025	~~2023~~2024	~~2022~~2023	~~2021~~2022	2021
Current assets	$~~206~~125,~~403~~965	$~~275~~206,~~857~~403	$~~349~~275,~~755~~857	$~~239~~349,~~650~~755	$239,650
Oil and gas properties not subject to amortization	3439,500	34,500	34,500	-34,500	-
Total assets	~~240~~165,~~903~~465	~~310~~240,~~357~~903	~~384~~310,~~255~~357	~~239~~384,~~650~~255	239,650
Total current liabilities	~~2,477~~702	72,~~995~~477	37,~~513~~995	53,~~226~~513	5,226
Total long-term liabilities	-	-	-	-	-
Total Stockholders' Equity	~~238~~164,~~426~~763	~~302~~240,~~362~~903	~~380~~302,~~742~~362	~~234~~380,~~424~~742	234,424

Item 7:Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our accompanying financial statements and the notes to those financial statements included elsewhere in this Annual Report. The following discussion includes forward-looking statements that reflect our plans, estimates, and beliefs, and our actual results could differ materially from those discussed in these forward-looking statements as a result of many factors, including those discussed under “Item 1A Risk Factors” and elsewhere in this Annual Report.

Overview

Circle was incorporated on December 7, 2021, as a Nevada company for the purpose of acting as an independent exploration and production company to engage in oil and natural gas development, production, acquisition, and exploration activities currently focused in Texas. We have acquired a 75% working interest in an 80-acre oil and gas lease located in Andrews County, Texas, and have entered into a joint venture agreement to explore the area of mutual interest surrounding the current lease for further acquisitions and development.

Results of Operations and Known Trends or Future Events

We are in our startup phase of operations and have not generated any revenues to date. Activities since inception include corporate organizational activities, our ~~recently~~ completed private offering, those activities necessary to prepare for the registration of shares for the Selling Stockholders, acquisition of our first oil and gas lease interest, and arrangements to expand operations in the current area of interest through a joint venture with a third party. We have incurred operating expenses related to legal and accounting services, and oil and gas lease acquisition costs. We expect to incur expenses to develop the oil and gas lease and anticipate increased expenses as a result of being a public company (for legal, financial reporting, accounting, and auditing compliance), as well as for due diligence expenses related to future oil and gas business growth. We expect our expenses to increase substantially as a result.

Year Ended December 31, ~~2024~~2025 Compared to the Year Ended December 31, ~~2023~~2024

Sales, production costs and production taxes. The Company does not currently have any producing wells and thus has no production, sales, production costs or production taxes nor has it ever had any to date.

Depreciation, depletion and amortization. We have no production and our current oil and gas properties thus are not yet subject to amortization. Further, we have no depreciable assets.

General and administrative expenses. General and administrative expenses were $6373,~~936~~663 for year ended ~~2024~~2025, as compared to $7863,~~380~~936 for the year ended December 31, ~~2023~~2024. The ~~decrease~~increase is primarily related to ~~less~~an increase in legal costs related to evaluation of acquisition targets in ~~2024~~2025 as compared to ~~2023~~2024.

24Net loss. The Company had net loss of $73,663 for year ended 2025, as compared to $63,936 for the year ended December 31, 2024. This increase in loss was the result of increased general and administrative costs.

~~Net~~Known ~~loss.~~Trends ~~The Company had net loss of $63,936 for year ended 2024, as compared to $78,380 for the year ended December 31, 2023. This increase in loss was the result of decreased general~~ and ~~administrative costs.~~Uncertainties

Our future results are dependent on our ability to obtain additional capital to drill exploratory wells and to retain our leasehold interests. We are also subject to commodity price volatility, inflation in drilling and service costs, and capital market conditions affecting small public oil and gas companies. Increases in drilling costs due to labor shortages, equipment availability, or inflationary pressures could materially increase the capital required to develop our properties.

In addition to pursuing development of our existing oil and natural gas leasehold interests, we periodically evaluate strategic opportunities that may complement or enhance stockholder value. Such opportunities may include asset acquisitions, joint ventures, financing transactions, or other strategic arrangements. No definitive agreement has been entered into with respect to any such transaction as of the date of this report.

Liquidity and Capital Resources

Financing of Operations. We used cash on hand from previous equity offerings, along with the funds from the issuance of the founder’s shares, to fund our operations during ~~2023~~2024 and ~~2024~~2025. Those operations consisted of maintaining the listing of the common stock of the Company on OTC Markets.

Cash Flows. There were no cash inflows during ~~2023~~2024 and ~~2024~~2025. We used cash in operating activity of $6975,~~314~~823 during the year ended December 31, ~~2024~~2025 and $7469,~~903~~314 for the year ended December 31, ~~2023~~2024. During 2025 we used cash in investing activities in the amount of $5,000 during the year ended December 31, 2025 with no similar cost expended in 2024.

As of December 31, ~~2024~~2025, we had cash on hand of $~~192~~111,~~024~~201 and working capital of $~~203~~125,~~926~~263, as compared to cash on hand of $~~261~~192,~~338~~024 and working capital of $~~267~~203,~~862~~926 as of December 31, ~~2023~~2024.

~~Contractual~~In ~~Obligations.~~addition ~~The~~to ~~Company~~cash ~~has~~resources, athe ~~short-term~~Company ~~lease~~holds ~~for~~leasehold ~~executive~~oil ~~office-sharing~~and ~~space~~gas ininterests ~~Tulsa~~carried at $39,500, ~~Oklahoma~~representing acquisition costs of real property interests with development potential. These interests are not passive financial assets but constitute operating oil and gas property rights.

Contractual Obligations. The Company has a short-term lease for executive office-sharing space in Tulsa, Oklahoma, at nominal cost to the Company.

Subsequent Events

Not applicable.

Effects of Inflation and Pricing

~~The~~Because ~~oil~~we ~~and~~are ~~natural~~not ~~gas~~currently ~~industry~~producing ~~is very cyclical and the demand for goods and services of~~ oil ~~field~~or ~~companies~~natural gas, ~~suppliers~~inflation ~~and~~has ~~others~~primarily ~~associated~~affected ~~with~~our ~~the~~general ~~industry puts extreme pressure on the economic stability~~ and ~~pricing~~administrative ~~structure within the industry. Typically~~expenses, asincluding ~~prices~~professional ~~for~~fees ~~oil~~ and ~~natural~~public ~~gas~~company ~~increase,~~compliance ~~so do associated~~ costs. ~~Material~~If ~~changes~~we incommence ~~prices~~drilling ~~impact the current revenue stream~~operations, ~~estimates~~inflationary ofpressures ~~future reserves, borrowing base calculations of bank loans and the value of properties~~ in ~~purchase and sale transactions. Material changes in prices can impact the value of oil and natural gas companies and their ability to raise capital~~labor, ~~borrow~~drilling ~~money and retain personnel. We anticipate business costs will vary in accordance with commodity prices for oil and natural gas~~services, and ~~the~~equipment ~~associated~~could materially increase ordevelopment ~~decrease in demand for services related to production and exploration~~costs.

Off-Balance Sheet Financing Arrangements

As of December 31, ~~2024~~2025, we had no off-balance sheet financing arrangements.

Critical Accounting Policies and Estimates

~~Our~~Although ~~discussion~~we ofcurrently ~~financial~~have ~~condition~~no ~~and~~producing ~~results~~wells ofor ~~operations~~proved ~~is based upon the information reported in our financial statements. The preparation of these statements requires us to make assumptions and estimates that affect the reported amounts of assets~~reserves, liabilities, revenues and expenses as well as the disclosure of contingent assets and liabilities at the date of our financial statements. We base our assumptions and estimates on historical experience and other sources that we ~~believe~~have toadopted be reasonable at the time. Actual results may vary from our estimates due to changes in circumstances, weather, politics, global economics, mechanical problems, general business conditions and other factors. Our significant accounting policies ~~are~~applicable ~~detailed in Note 1~~ to ~~our~~oil ~~financial statements included in this Annual Report. We have outlined below certain of these policies as being of particular importance to the portrayal of our financial position~~ and ~~results~~natural ofgas ~~operations~~exploration and ~~which~~development ~~require the application of significant judgment by our management~~companies.

~~Revenue~~Our ~~Recognition.~~discussion ~~The~~of ~~Company~~financial ~~accounts~~condition ~~for~~and ~~revenues~~results ~~according~~of tooperations ~~Accounting~~is ~~Standards~~based ~~Update~~upon ~~(“ASU”)~~the ~~2014-09~~information ~~Revenues~~reported ~~from~~in ~~Contracts~~our ~~with~~financial ~~Customers~~statements. ~~(Topic~~The ~~606)~~preparation ~~(“ASU~~of ~~2014-09”).~~these ~~The~~statements ~~Company~~requires ~~predominantly~~us ~~derives~~to ~~its~~make ~~revenue~~assumptions ~~from~~and estimates that affect the ~~sale~~reported amounts of ~~produced~~assets, ~~crude~~liabilities, ~~oil~~revenues and ~~natural~~expenses ~~gas.~~as ~~The~~well ~~contractual~~as ~~performance~~the ~~obligation~~disclosure isof ~~satisfied~~contingent ~~when~~assets ~~the~~and ~~product~~liabilities isat ~~delivered to~~ the ~~customer. Revenue~~date isof ~~recorded~~our infinancial ~~the~~statements. ~~month~~We ~~the~~base ~~product~~our isassumptions ~~delivered~~and toestimates ~~the~~on ~~purchaser.~~historical ~~The~~experience ~~Company~~and ~~receives~~other ~~payment~~sources ~~from~~that ~~one~~we believe to ~~three~~be ~~months~~reasonable ~~after~~at ~~delivery~~the time. ~~The~~Actual ~~transaction~~results ~~price~~may ~~includes~~vary ~~variable~~from ~~consideration~~our asestimates ~~product~~due ~~pricing~~to ischanges ~~based~~in oncircumstances, ~~published~~weather, ~~market~~politics, ~~prices~~global ~~and~~economics, ~~reduced~~mechanical ~~for~~problems, ~~contract~~general ~~specified~~business ~~differentials.~~conditions, ~~The~~and ~~guidance~~other ~~regarding~~factors. ~~ASU~~Our ~~2014-09~~significant ~~does~~accounting ~~not~~policies ~~require~~are ~~that~~detailed ~~the~~in ~~transaction~~Note ~~price~~1 beto ~~fixed~~our orfinancial ~~stated~~statements included in ~~the~~this ~~contract~~Annual Report. ~~Revenue~~We ishave ~~recognized~~outlined ~~net~~below certain of ~~royalties~~these ~~due~~policies toas ~~third~~being ~~parties~~of inparticular animportance ~~amount~~to ~~that reflects~~ the ~~consideration~~portrayal ~~the~~of ~~Company~~our ~~expects~~financial toposition ~~receive~~and inresults ~~exchange~~of ~~for~~operations ~~those~~and ~~products.~~which ~~See~~require ~~Note~~the 2application of ~~our~~significant ~~financial~~judgment ~~statements~~by ~~for~~our ~~additional information~~management.

25Revenue Recognition. We have not generated any revenues to date. If and when production commences, we intend to account for revenues in accordance with Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606). Under this standard, revenue would be recognized when control of produced crude oil or natural gas is transferred to the customer.

Full Cost Method of Accounting. We account for our oil and natural gas operations using the full cost method of accounting. Under this method, all costs (internal or external) associated with property acquisition, exploration, and development of oil and gas reserves are capitalized. Costs capitalized include acquisition costs, geological and geophysical expenditures, lease rentals on undeveloped properties and cost of drilling and equipping productive and non-productive wells. Drilling costs include directly related overhead costs. All of our properties are located within the continental United States. As of December 31, 2025, we have not capitalized any drilling costs and have no proved reserves subject to depletion.

Write-down of Oil and Natural Gas Properties. Companies that use the full cost method of accounting for oil and natural gas exploration and development activities are required to perform a ceiling test calculation each quarter. The full cost ceiling test is an impairment test prescribed by SEC Regulation S-X Rule 4-10. The ceiling test is performed quarterly utilizing the average of prices in effect on the first day of the month for the preceding twelve-month period in accordance with SEC Release No. 33-8995. The ceiling limits such pooled costs to the aggregate of the present value of future net revenues attributable to proved crude oil and natural gas reserves discounted at 10%, plus the lower of cost or market value of unproved properties, less any associated tax effects. If such capitalized costs exceed the ceiling, the Company will record a write-down to the extent of such excess as a non-cash charge to earnings. Any such write-down will reduce earnings in the period of occurrence and results in a lower depletion, depreciation, and amortization ~~(“DD&A”)~~ rate in future periods. A write-down may not be reversed in future periods even though higher oil and natural gas prices may subsequently increase the ceiling.

Oil and Natural Gas Reserve Quantities. Reserve quantities and the related estimates of future net cash flows affect our periodic calculations of depletion and impairment of our oil and natural gas properties. Proved oil and natural gas reserves are the estimated quantities of crude oil, natural gas and natural gas liquids which geological and engineering data demonstrate with reasonable certainty to be recoverable in future periods from known reservoirs under existing economic and operating conditions. As of December 31, 2025, we have not established any proved reserves.

Income Taxes. Deferred income taxes are provided for the difference between the tax basis of assets and liabilities and the carrying amount in our financial statements. This difference will result in taxable income or deductions in future years when the reported amount of the asset or liability is settled. Since our tax returns are filed after the financial statements are prepared, estimates are required in valuing tax assets and liabilities. We record adjustments to the actual values in the period we file our tax returns. As the Company currently has no revenues, there is reasonable doubt as to the realizability of any deferred tax assets. For the years ended December 31, 2024 and 2023, we recorded a valuation allowance against our deferred tax asset of $13,427 and $16,460, respectively.

amount of the asset or liability is settled. Since our tax returns are filed after the financial statements are prepared, estimates are required in valuing tax assets and liabilities. We record adjustments to the actual values in the period we file our tax returns. As the Company currently has no revenues, there is reasonable doubt as to the realizability of any deferred tax assets. For the years ended December 31, 2025 and 2024, we recorded a valuation allowance against our deferred tax asset of $15,469 and $13,427, respectively.

Item 7A: Quantitative and Qualitative Disclosures About Market Risk

Commodity Price Risk

Our major market risk exposure is in the pricing applicable to our oil and natural gas production. Market risk refers to the risk of loss from adverse changes in oil and natural gas prices. Realized pricing is primarily driven by the prevailing domestic price for crude oil and spot prices applicable to the region in which we produce natural gas. Historically, prices received for oil and natural gas production have been volatile and unpredictable. We expect pricing volatility to continue.

Please also see Item 1A “Risk Factors” above for a discussion of other risks and uncertainties we face in our business.

Item 8:Financial Statements and Supplementary Data

The financial statements and supplementary data required by this item are included beginning at page F-1 following the signature page of this Annual Report. As of December 31, 2025 and 2024, the Company had no proved oil or natural gas reserves. Accordingly, no standardized measure of discounted future net cash flows is presented.

Item 9:Changes in and Disagreements with Accountants and Accounting and Financial Disclosure

None.

Item 9A: Controls and Procedures

Evaluation of disclosure controls and procedures.

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule ~~13a~~15d-15 under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Based on ~~their~~this evaluation, ~~and as of~~ the ~~date~~Chief ofExecutive ~~that~~Officer ~~evaluation,~~and ~~these~~Chief ~~officers~~Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2025, at the reasonable assurance level. Because the Company has a limited number of personnel and no employees, there are inherent limitations on the segregation of duties within its internal control structure. Management believes that such limitations are mitigated by the active involvement of senior management and oversight by the Board of Directors.

Changes in internal control over financial reporting.

There were no changes in our internal control over financial reporting that occurred during the fiscal year ended December 31, ~~2024~~2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of our company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed our internal control over financial reporting as of December 31, 2024, the end of our fiscal year. Management based its assessment on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). Management’s assessment included evaluation of such elements as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment.24

~~Based~~Management onassessed our ~~assessment, management has concluded that our~~ internal control over financial reporting ~~was effective,~~ as of December 31, 2025, the end of ~~the~~our fiscal year,. toManagement ~~provide~~based ~~reasonable~~its ~~assurance~~assessment ~~regarding~~on criteria established in Internal Control—Integrated Framework issued by the ~~reliability~~Committee of ~~financial~~Sponsoring ~~reporting~~Organizations ~~and~~of the ~~preparation~~Treadway Commission (2013). Management’s assessment included evaluation of ~~financial~~such ~~statements~~elements ~~for~~as ~~external~~the ~~reporting~~design ~~purposes~~and inoperating ~~accordance~~effectiveness ~~with~~of ~~generally~~key ~~accepted~~financial reporting controls, process documentation, accounting ~~principles.~~policies, and our overall control environment.

Based on this assessment, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025, at the reasonable assurance level.

This Annual Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s assessment of internal control over financial reporting is not subject to attestation by the Company’s independent registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit smaller reporting companies to provide only management’s report.

Item 9B:Other Information

None.

2725

PART III

Item 10: Directors, Executive Officers and Corporate Governance

The following table sets forth information regarding our executive officers, ~~certain other officers~~ and directors as of December 31, ~~2024~~2025. Our Board of Directors (“Board”) believes that all the directors named below are highly qualified and have the skills and experience required for effective service on the Board. The directors’ and officers’ individual biographies below contain information about their experience, qualifications and skills.

Name	Age	Positions
Lloyd T. Rochford	7879	Chairman of the Board of Directors, Chief Executive Officer, President
William R. Broaddrick	4748	Chief Financial Officer, Secretary, Treasurer, Director

Each ofdirector ~~the~~serves ~~directors~~until ~~identified~~the ~~above~~next ~~were~~annual ~~appointed~~meeting ~~for a term~~ of ~~one year~~stockholders ~~(or~~and until ~~their~~his ~~successors~~successor ~~are~~is duly elected and qualified), or until his earlier resignation or removal.

Messrs. Rochford and Broaddrick joined the Board at formation in December 2021. There are no family relationships between any director or executive officer or person nominated or chosen to become a director or officer of the Company.

The following biographies describe the business experience of our executive officers and directors:

Lloyd T. (“Tim”) Rochford. Mr. Rochford has been active as an individual consultant and entrepreneur in the oil and gas industry since 1973. During that time, he has been an operator of wells in the mid-continent of the United States, evaluated leasehold drilling and production projects, and arranged and raised approximately $1 billion in private and public financing for oil and gas projects and development. Mr. Rochford has successfully established, operated, developed and sold/merged multiple natural resource companies, two of which were listed on the New York Stock Exchange.

The two most recent ventures, as previously noted, were Arena Resources, Inc. and Ring Energy, Inc. At Arena, Mr. Rochford led the company through both private and public equity transactions totaling in excess of $290 million and established a revolving credit facility, which was utilized for as much as $36.5 million, though it had a borrowing base of as much as $150 million. At Ring, Mr. Rochford led the company through both private and public equity transactions totaling in excess of $465 million and established a revolving credit facility, which was utilized for as much as $366.5 million, though it had a borrowing base of as much as $425 million.

Mr. Rochford was a co-founder of Arena in 2000 and over the years 2000 through 2010 served as a director, Executive Chairman and CEO during different stages of his tenure. During his tenure, Arena received numerous accolades from publications such as Business Week (“2007 Hot Growth Companies”), Entrepreneur (“2007 Hot 500”), Fortune (“2007, 2008, 2009 Fastest Growing Companies”), Fortune Small Business (“2007, 2008 Fastest Growing Companies”) and Forbes (“Best Small Companies of 2009”). Through Mr. Rochford’s efforts, Arena entered into a merger agreement and was acquired by a New York Stock Exchange company for $1.6 billion in July, 2010. More recently, in 2011 Mr. Rochford co-founded Stanford Energy, Inc. which completed a reverse merger with Ring in 2012, at which time Mr. Rochford was appointed to the Board. In January 2013, Mr. Rochford was appointed Executive Chairman of the Board. As Chairman, Mr. Rochford led Ring through years of tumultuous commodity pricing and through the initial phases and impacts of the COVID epidemic. Led by Mr. Rochford’s recommendation, the Board concluded that a fresh approach was needed to continue Ring’s success, and the Board approved a transition which resulted in changes of multiple Board members and all senior executive positions and also included relocation the headquarters and the accounting offices.

In addition to Mr. Rochford’s excellence within the oil and gas industry, he has done extraordinary things through his foundation and in various other philanthropic endeavors. Much of his efforts have been focused on assisting children in need. The centerpiece of these efforts is the Burrage Mansion in Redlands, California. Mr. Rochford bought and restored this historical property and through his foundation has turned the property into a sanctuary dedicated to the well-being and happiness of children in need. As a result of Mr. Rochford’s various and extensive philanthropic work, he has received a multitude of recognition.

William R. (“Randy”) Broaddrick. Mr. Broaddrick was employed from 1997 to 2000 with Amoco Production Company, performing lease revenue accounting and state production tax regulatory reporting functions. In 1999, Mr. Broaddrick received a bachelor’s degree in Accounting from Langston University through Oklahoma State University – Tulsa. During 2000, Mr. Broaddrick was employed by Duke Energy Field Services, LLC, performing state production tax functions. From 2001 until 2010, Mr. Broaddrick was employed by Arena Resources, as Vice President and Chief Financial Officer. During 2011, Mr. Broaddrick joined Stanford Energy, Inc. as Chief Financial Officer. Following the merger transaction between Stanford Energy and Ring, Mr. Broaddrick became Chief Financial Officer of Ring as of July 2012. Mr. Broaddrick resigned from Ring Energy, Inc. in March 2021 as part of the headquarters relocation and company leadership changes.

2826

Director Independence

Our common stock is quoted on the OTCQB marketplace, which does not require a majority of independent directors. The Board has evaluated the independence of its directors using the independence standards of the NYSE American. Under this standard, the Board has determined that neither Mr. Rochford nor Mr. Broaddrick qualifies as an “independent director.”

Number and Terms of Office of Officers and Directors

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices as it deems appropriate.

Committees

Because of its small size, the Board of Directors carries out the duties of the committees. We do not have compensation, ~~audit,~~ nominating, or other standing committees of the Board of Directors. We also do not have a separately designated audit committee. The full Board of Directors performs the functions of an audit committee. Because we do not have any independent directors, our Board does not have a member who qualifies as an “audit committee financial expert” as defined under Item 407(d)(5) of Regulation S-K.

Legal Proceedings

During the past ten years ~~there have been no events under any bankruptcy act~~, nonone ~~criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation~~ of ~~the~~our ~~ability and integrity of any of the persons serving as~~ directors or executive officers, ~~and none of these persons~~ has been involved in any ~~judicial~~legal ~~or administrative~~ proceedings ~~resulting~~required ~~from~~to ~~involvement~~be indisclosed ~~mail~~under orItem ~~wire~~401(f) ~~fraud or fraud in connection with any business entity, any judicial or administrative proceedings based on violations~~ of ~~federal~~Regulation ~~or state securities, commodities, banking or insurance laws or regulations, or any disciplinary sanctions or orders imposed by a stock, commodities or derivatives exchange or other self~~S-~~regulatory organization~~K.

Code of Ethics

OnWe ~~March~~have ~~9, 2023, we~~ adopted a Code of Ethics ~~which~~that applies to our principal executive officer, principal financial officer, principal accounting officer ~~or controller~~, orand persons performing similar functions, as well as to other employees ~~or contractors~~ and ~~anyone~~directors. ~~associated~~The ~~with~~Code ~~our~~of ~~company.~~Ethics Weis ~~will~~available ~~provide~~upon ~~any~~request ~~person,~~ without charge. ~~and~~Requests ~~upon~~may ~~request,~~be adirected ~~copy~~to of the ~~Code~~Company’s ofprincipal ~~Ethics~~executive offices.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 applies only to issuers that have a class of equity securities registered under Section 12 of the Exchange Act. Because the Company does not have any class of equity securities registered under Section 12 and is reporting pursuant to Section 15(d) of the Exchange Act, Section 16(a) is not applicable to the Company, and its directors, executive officers, and beneficial owners are not subject to Section 16(a) reporting requirements.

Item 11:Executive Compensation

~~None~~As ofa ~~our~~smaller ~~executive~~reporting ~~officers~~company, orwe ~~directors~~have ~~has~~provided ~~received~~executive ~~any cash~~ compensation ~~for~~disclosure ~~services~~in ~~rendered~~accordance towith ~~us. Our~~the ~~founders,~~scaled ~~executive~~disclosure ~~officers~~requirements ~~and~~of ~~directors,~~Item or402 ~~their~~of ~~respective~~Regulation ~~affiliates~~S-K. ~~will~~During bethe ~~reimbursed~~fiscal ~~for~~years ~~any out-of-pocket expenses~~ended ~~incurred~~December in31, ~~connection~~2025 ~~with~~and ~~activities~~2024, onnone of our ~~behalf~~executive ~~such~~officers asor ~~identifying~~directors ~~potential~~received ~~target~~any ~~businesses~~cash ~~and~~compensation, ~~performing~~equity ~~due~~compensation, ~~diligence~~or onother ~~suitable~~compensation ~~business~~for ~~combinations~~services rendered to the Company.

~~After~~Summary ~~the~~Compensation completion of our initial business combinations, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.Table

The following table sets forth information concerning the compensation of our principal executive officer and our other executive officers for the fiscal years ended December 31, 2025 and 2024.

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($)	Total ($)
Lloyd T. Rochford, Chief Executive Officer	2025	-	-	-	-	-	-	-
	2024	-	-	-	-	-	-	-
William R. Broaddrick, Chief Financial Officer	2025	-	-	-	-	-	-	-
	2024	-	-	-	-	-	-	-

No executive officer received any compensation, whether in cash or non-cash form, during the periods presented. No compensation was accrued but unpaid.

Equity Compensation Plans

On July 11, 2023, the Board of Directors adopted the Circle Energy, Inc. 2023 Long-Term Incentive Plan (the “2023 Plan”). On the same date, the 2023 Plan was approved by the Company’s stockholders by written majority consent.

The 2023 Plan authorizes the grant of incentive stock options, non-statutory stock options, and restricted stock awards to employees, directors, and certain consultants and advisors of the Company and its subsidiaries. The purpose of the 2023 Plan is to provide long-term incentives, align the interests of eligible participants with those of the Company’s stockholders, and assist the Company in attracting and retaining qualified personnel.

The maximum aggregate number of shares of the Company’s common stock that may be issued under the 2023 Plan is 250,000 shares, subject to adjustment for stock splits, recapitalizations, and similar transactions as provided in the plan.

No equity awards were granted to any named executive officer during the fiscal year ended December 31, 2025. As of December 31, 2025, no awards were outstanding under the 2023 Plan.

Outstanding Equity Awards at Fiscal Year-End

As of December 31, 2025, none of our executive officers held any outstanding stock options, restricted stock awards, restricted stock units, or any other equity-based awards.

Employment Agreements and Compensation Arrangements

We do not have employment agreements with any of our executive officers. No executive officer is entitled to severance, change-in-control payments, or other post-termination compensation arrangements.

Our executive officers and directors may be reimbursed for reasonable out-of-pocket expenses incurred on our behalf. No such reimbursements constituted compensation during the fiscal years ended December 31, 2025 or 2024.

Director Compensation

The following table sets forth compensation information for our directors for the fiscal years ended December 31, 2025 and 2024.

Name	Year	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($)	Total ($)
Lloyd T. Rochford	2025	-	-	-	-	-	-
	2024	-	-	-	-	-	-
William R. Broaddrick	2025	-	-	-	-	-	-
	2024	-	-	-	-	-	-

No director received compensation for service during the periods presented.

Compensation Philosophy and Future Compensation

To date, our executive officers and directors have not received compensation for services rendered to the Company. In the future, the Board of Directors may determine to compensate executive officers and directors based on the Company’s financial condition, operational development, and industry practices. Any such compensation arrangements will be approved by the Board of Directors and, if required, by a committee of independent directors.

The Company currently has no pension, retirement, or deferred compensation.

Item 12:Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth certain information furnished by current management and others, concerning the ownership of our Common Stock by (i) each person who is known to us to be the beneficial owner of more than five percent ~~(5%)~~ of our Common Stock, without regard to any limitations on conversion or exercise of convertible securities or warrants; (ii) all directors and named executive officers; and (iii) our directors and executive officers as a group. The mailing address for each of the persons indicated in the table below is our corporate headquarters. The percentage ownership is based on 1,530,000 shares of common stock outstanding at March 1923, ~~2024~~2026.

	Shares of Common Stock Beneficially Owned
Name of Beneficial Owners	Number	Percent
Lloyd T. Rochford	1,050,000	68.6%
William R. Broaddrick	100,000	6.5%
	1,150,000	75.2%

	Shares of Common Stock Beneficially Owned
Name of Beneficial Owners	Number	Percent

Lloyd T. Rochford, CEO & Chairman of the Board	1,050,000	68.6%

William R. Broaddrick, CFO & Director	100,000	6.5%

All directors and executive officers as a group (2 persons)	1,150,000	75.2%

~~Beneficial~~As ~~ownership~~a isresult ~~determined under the rules~~ of ~~the~~their ~~SEC. In general, these rules attribute~~ beneficial ownership ~~of securities to persons who possess sole or shared voting power and/or investment power with respect to those securities and includes~~, ~~among~~our ~~other~~executive ~~things,~~officers ~~securities that an individual has the right to acquire within 60 days. Unless otherwise indicated, the stockholders identified in the following table have sole voting~~ and ~~investment~~directors ~~power~~are ~~with~~able ~~respect~~ to ~~all~~control ~~shares~~matters ~~shown~~requiring asstockholder ~~beneficially owned by them~~approval.

~~Changes~~Beneficial ownership is determined under the rules of the Securities and Exchange Commission. In general, these rules attribute beneficial ownership of securities to persons who possess sole or shared voting power and/or investment power with respect to those securities and includes, among other things, securities that an individual has the right to acquire within 60 days. There are no outstanding options, warrants, convertible securities, or other rights exercisable within 60 days of the date of this table. Unless otherwise indicated, the stockholders identified in ~~Control~~the foregoing table have sole voting and investment power with respect to all shares shown as beneficially owned by them.

~~There~~We are nonot ~~arrangements~~aware ~~known~~of ~~to us, including~~ any ~~pledge~~other byperson ~~any~~who ~~person~~beneficially ofowns ~~our~~more ~~securities,~~than ~~the~~five ~~operation~~percent of ~~which~~our ~~may~~outstanding atcommon ~~a subsequent date result in a change in control of the Company~~stock.

Equity Compensation Plan Information

The following table provides information as of December 31, 2025 with respect to the Company’s equity compensation plans:

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)
Equity compensation plans approved by security holders	-	$ -	250,000
Equity compensation plans not approved by security holders	-	$ -	-
Total	-	$ -	250,000

The Company has not issued any options, warrants, or other equity-based awards.

Item 13:Certain Relationships and Related Transactions, and Director Independence

~~Mr.~~Related ~~Rochford~~Party as one of our founders purchased 1,200,000 shares at $0.20 per share for gross proceeds to the Company of $240,000 and transferred 100,000 of those shares to Mr. Broaddrick at no cost. Subsequently, Mr. Rochford gifted 50,000 to a few unrelated parties.Transactions

AsThe offollowing ~~December~~includes 31transactions since January 1, 2024, in which the ~~accounts~~Company ~~payable~~was onor ~~the~~is ~~Company’s~~to ~~balance~~be ~~sheet~~a ~~includes~~participant ~~$110~~and ~~payable~~in towhich ~~Mr.~~any ~~Broaddrick. This~~director, ~~amount~~executive ~~consists~~officer, or beneficial owner of ~~shipping~~more ~~related~~than ~~expenses~~five ~~incurred~~percent byof ~~Mr.~~our ~~Broaddrick~~common instock, ~~the~~or ~~normal~~any ~~course~~immediate offamily ~~business~~member onof the ~~Company’s~~foregoing, ~~behalf~~had or will have a direct or indirect material interest.

Reimbursement of Expenses

As of December 31, 2025, the Company had accrued $110 payable to Mr. Broaddrick representing reimbursement of out-of-pocket shipping expenses incurred by him on the Company’s behalf in the ordinary course of business.

Other than as described above, there have been no transactions since January 1, 2024, in which the amount involved exceeded $120,000, or one percent of our total assets, and in which any related person had a direct or indirect material interest.

Policies and Procedures Regarding Related Party Transactions

WeThe ~~have~~Company has not adopted a ~~specific~~written policy ~~pursuant~~specifically togoverning ~~which~~the ~~an actual or proposed financial transaction, arrangement or relationship with a related person is subject to~~ review orand approval ~~or,~~of ifrelated ~~applicable,~~party ~~ratification, by our Board of Directors~~transactions. ~~Under~~However, ~~Nevada law~~ any ~~contract~~proposed ~~or other~~ transaction between the ~~company~~Company and ~~one~~a ordirector, ~~more~~executive ofofficer, ~~its officers~~ or ~~directors~~significant orstockholder ~~another entity in which one or more of the directors or officers are directors or officers or are financially interested may be void or voidable unless (i) the common relationship~~ is ~~disclosed~~presented to the ~~remaining~~Board ~~disinterested~~of ~~directors~~Directors ~~who~~for ~~thereafter~~review ~~approve or ratify the contract or transaction; (ii) the common relationship is disclosed to shareholders~~ and ~~shareholders~~approval. ~~holding~~In aconsidering ~~majority~~such ~~of the voting power of the company~~transactions, ~~including shares held by~~ the ~~interested~~Board ~~officer~~evaluates orwhether ~~director, approve or ratify~~ the ~~contract or~~ transaction, oris ~~(iii)~~fair to the ~~contract~~Company orand ~~transaction~~on isterms ~~fair~~comparable as to ~~the~~those ~~company~~that atcould ~~the~~be ~~time~~obtained itin isan ~~authorized~~arm’s-length ~~or approved~~transaction.

~~Director~~Limitation ~~Independence~~on Liability and Indemnification

Our ~~securities~~Articles ~~are~~of ~~not~~Incorporation ~~listed~~provide ~~on a national securities exchange or in an inter-dealer quotation system which has requirements~~ that our directors beare ~~independent.~~not Asindividually aliable ~~result,~~to ~~we have adopted~~ the ~~independence~~Company ~~standards~~or ofits ~~the~~stockholders ~~NYSE~~for ~~American~~monetary ~~(formerly~~damages ~~known~~except as ~~the~~limited ~~American~~by ~~Stock~~Nevada ~~Exchange and more recently the NYSE MKT) to determine the independence of our directors~~law. ~~These~~Our ~~standards~~Bylaws provide that awe ~~person~~ will beindemnify ~~considered~~our andirectors ~~independent~~and ~~director~~officers ifto hethe orfullest ~~she~~extent ispermitted ~~not~~by anNevada ~~officer~~law. ofThese ~~the~~provisions ~~Company~~may ~~and~~have ~~is, in~~ the ~~view~~effect of reducing the ~~Company’s~~likelihood ~~Board~~ of ~~Directors,~~derivative ~~free~~litigation ofagainst ~~any~~our ~~relationship~~directors ~~that~~and ~~would~~officers ~~interfere~~and ~~with~~may ~~the~~discourage ~~exercise~~or ofdeter ~~independent~~stockholders ~~judgment.~~from ~~Our~~bringing ~~Board~~a oflawsuit ~~Directors~~against ~~has~~our ~~determined~~directors ~~that~~for ~~neither~~breach of ~~our~~their ~~current~~fiduciary ~~directors would be considered independent~~duties.

Limitation on Liability and Indemnification of Officers and Directors

Under the Nevada Revised Statutes, director immunity from liability to a company or its stockholders for monetary liabilities applies automatically unless it is specifically limited by a company’s Articles of Incorporation. Our Articles of Incorporation do not specifically limit our directors’ immunity. Excepted from that immunity are: (a) a willful failure to deal fairly with the company or its stockholders in connection with a matter in which the director has a material conflict of interest; (b) a violation of criminal law, unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful; (c) a transaction from which the director derived an improper personal profit; and (d) willful misconduct.

Our Bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding, or part thereof, initiated by such person unless such indemnification: (a) is expressly required to be made by law, (b) the proceeding was authorized by our Board of Directors, (c) is provided by us, in our sole discretion, pursuant to the powers vested in us under Nevada law or (d) is required to be made pursuant to the Bylaws.

Item 14:Principal Accounting Fees and Services

The Board of Directors selected ~~Hayne~~Haynie & Company as ~~its~~the Company’s independent registered public accounting firm for the fiscal years ended December 31, ~~2023~~2024 and ~~2024~~2025.

Fees and Independence

Audit Fees. ~~Haynie~~The ~~& Company billed the Company an~~ aggregate offees ~~$26,000~~ for professional services rendered ~~for~~by ~~the~~Haynie ~~review~~& ~~of the~~ Company’s ~~financial statements included in its Form 10-Q’s~~ for ~~2023 and~~ the audit of the Company’s annual financial statements ~~for the year ended December 31, 2023 as included in its Form 10-K~~ and ~~$12,000 for the professional services rendered for the~~ review of ~~the Company’s~~ financial statements included in ~~its~~the ~~Form~~Company’s Forms 10-Q’s for ~~2024. Additionally,~~ the ~~Company~~fiscal ~~will~~years beended ~~billed~~December an31, ~~aggregate of $12~~2025,~~000~~ ~~for~~and ~~professional services rendered for the audit of the Company’s financial statements for the year ended~~ December 31, 2024., were as follows:

Audit Related Fees. Haynie & Company billed the Company $2,500 for professional services related to the filing of an amended S-1 during 2023. No audit related fees were billed by Haynie & Company to the Company during 2024.

Fee Category	2025	2024
Audit Fees	$25,000*	$24,000
Audit-Related Fees	$0	$0
Tax Fees	$4,500	$0
All Other Fees	$0	$0
Total Fees	$29,500	$24,000

~~Tax~~*Includes ~~Fees.~~$12,000 Nofor ~~tax~~quarterly ~~fees~~reviews ~~were~~and ~~billed~~$13,000 byfor ~~Haynie & Company to~~ the ~~Company~~annual ~~during~~audit ~~2023~~for ~~and~~fiscal ~~2024~~year 2025.

~~All~~Audit ~~Other~~Related Fees. There Nowere ~~other~~no audit-related fees ~~were~~ billed byfor ~~Haynie~~the &fiscal ~~Company~~years toended ~~the~~December ~~Company~~31, ~~during~~2025 ~~2023~~or ~~and~~ 2024.

31Tax Fees. Tax fees consisted of professional services rendered for tax compliance services

All Other Fees. There were no other fees billed for services rendered during the fiscal years ended December 31, 2025 or 2024.

Pre-Approval Policies and Procedures

The Company does not have a separately designated audit committee. The full Board of Directors performs the functions of an audit committee. The Board is responsible for the appointment, compensation, retention, and oversight of the independent registered public accounting firm.

All audit and non-audit services provided by Haynie & Company during the fiscal years ended December 31, 2025 and 2024 were approved in advance by the Board of Directors. No services were approved pursuant to the de minimis exception under Rule 2-01(c)(7)(i)(C) of Regulation S-X.

PART IV

Item 15:Exhibits, Financial Statement Schedules

(a)

Financial Statements

The following financial statements are filed with this Annual Report:

Report of Independent Registered Public Accounting Firm Balance Sheets as of December 31, ~~2024~~2025 and ~~2023~~2024 Statements of Operations for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 Statements of Stockholders’ Equity for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 Statements of Cash Flows for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 Notes to Financial Statements Supplemental Information on Oil and Gas Producing Activities

3231

			Incorporated by Reference
		(b) Exhibits	Incorporated by Reference
Exhibit Number		Exhibit Description	Form	File No.	Exhibit	Filing Date	Filed Here-with
3.1		Amended and Restated Articles of Incorporation	8-K	333-263384	3.1	7/13/23
3.2		Current Bylaws	S-1	333-263384	3.2	3/9/22
10.1		Farmout Agreement and Conditional Lease Assignment dated May 16, 2022	S-1/A	333-263384	10.1	05/23/22
10.2		Joint Venture Agreement dated May 17, 2022 [~~confidential~~portions ~~information~~of ~~has~~this exhibit have been ~~redacted~~omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K]	S-1/A	333-263384	10.12	06/14/22
14.1		Code of Ethics	10-K	333-263384	14.1	03/01/24
31.1		Rule 15d-14(a) Certification by Chief Executive Officer					X
31.2		Rule 15d-14(a) Certification by Chief Financial Officer					X
32.1		Section 1350 Certification by Chief Executive Officer					X
32.2		Section 1350 Certification by Chief Financial Officer					X
101.	INS	Inline XBRL Instance Document					X
101.	SCH	Inline XBRL Taxonomy Extension Schema Document					X
101.	CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document					X
101.	DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document					X
101.	LAB	Inline XBRL Taxonomy Extension Label Linkbase Document					X
101.	PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document					X
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Item 16:Form 10-K Summary.

None

[SIGNATURE PAGE FOLLOWS]

3332

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Circle Energy, Inc.
By:	/s/ Lloyd T. Rochford
	Mr. Lloyd T. Rochford
	Chief Executive Officer
	Chief Executive Officer (Principal Executive Officer)
Date: March 20, 2025
Date: March 24, 2026
By:	/s/ William R. Broaddrick
	Mr. William R. Broaddrick
	Chief Financial Officer
	Chief Financial Officer (Principal Financial and Accounting Officer)
Date: March 20, 2025
Date: March 24, 2026

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

/s/ Lloyd T. Rochford		/s/ William R. Broaddrick
Mr. Lloyd T. Rochford		Mr. William R. Broaddrick
Director		Director
Date: March 20, 2025		Date: March 20, 2025
Date: March 24, 2026		Date: March 24, 2026

Supplemental Information to be Furnished with Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act.

No annual report or proxy statement, form of proxy or other proxy soliciting material was sent or provided to shareholders during the year ended December 31, ~~2024~~2025.

3433

CIRCLE ENERGY, INC.

INDEX TO FINANCIAL STATEMENTS

	Page

Report of Independent Registered Public Accounting Firm (PCAOB ID: 457)	F-2

Balance Sheets	F-3

Statements of Operations	F-4

Statements of Stockholders’ Equity	F-5

Statements of Cash Flows	F-6

Notes to Financial Statements	F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors ~~andShareholders~~andStockholders of Circle Energy, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Circle Energy, Inc. (the Company) as of December 31, ~~2024~~2025 and ~~2023~~2024, and the related statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, ~~2024~~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 December 31, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, ~~2024~~2025, in conformity with accounting principles generally accepted in the United States of America.

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 audit 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.

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.

/s/ Haynie & Company ~~Haynie & Company Salt Lake City Utah March 20, 2025~~


Haynie & Company
Salt Lake City Utah

March 24, 2026

We have served as the Company’s auditor since 2022.

F-2

CIRCLE ENERGY, INC.

BALANCE SHEETS

	December 31,	December 31,
As of December 31,	2025	2024
As of	2024	2023
ASSETS
Current Assets
Cash and cash equivalents	$~~192~~111,~~024~~201	$~~261~~192,~~338~~024
Prepaid assets and retainers	14,~~379~~764	14,~~519~~379
Total Current Assets	~~206~~125,~~403~~965	~~275~~206,~~857~~403
Properties and Equipment
Oil and natural gas properties not subject to amortization	3439,500	34,500
Total Properties and Equipment	3439,500	34,500
Total Assets	$~~240~~165,~~903~~465	$~~310~~240,~~357~~903
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable	$~~2,477~~702	$72,~~995~~477
Total Current Liabilities	~~2,477~~702	72,~~995~~477
Total Liabilities	~~2,477~~702	72,~~995~~477
Commitments and Contingencies (Note 12)	-	-
Stockholders' Equity
Common stock - $0.001 par value; 150,000,000 shares authorized;1,530,000 and 1,530,000 shares issued and outstanding, respectively	1,530	1,530
Preferred stock - 50,000,000 shares authorized; no shares outstanding	-	-
Additional paid-in capital	445,533	445,533
Accumulated deficit	(~~208~~282,~~637~~300)	(~~144~~208,~~701~~637)
Total Stockholders' Equity	~~238~~164,~~426~~763	~~302~~238,~~362~~426
Total Liabilities and Stockholders' Equity	$~~240~~165,~~903~~465	$~~310~~240,~~357~~903

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

F-3

CIRCLE ENERGY, INC.

STATEMENTS OF OPERATIONS

For the years ended December 31,		~~2024~~	~~2023~~	2025	2024
Revenues		$-	$-	$-	$-
Costs and Operating Expenses
~~General and administrative expense~~	General and administrative expense	~~63,936~~	~~78,380~~	73,663	63,936
Total Costs and Operating Expenses		~~63,936~~	~~78,380~~	73,663	63,936
Loss from Operations		~~(63,936)~~	~~(78,380)~~	(73,663)	(63,936)
Net Other Income (Expense)		-	-	-	-
Loss Before Provision for Income Taxes		~~(63,936)~~	~~(78,380)~~	(73,663)	(63,936)
Benefit from (Provision for) Income Taxes		-	-	-	-
Net Loss		~~$(63,936)~~	~~$(78,380)~~	$(73,663)	$(63,936)
Basic and Diluted Loss per share		~~$(0.04)~~	~~$(0.05)~~	$(0.05)	$(0.04)

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

F-4

CIRCLE ENERGY, INC.

STATEMENTS OF STOCKHOLDERS’ EQUITY

				Additional		Retained Earnings	Total
	Common Stock			Paid-in	(Accumulated		Stockholders'
	Shares	Amount		Capital		Deficit)	Equity
Balance, December 31, 2022	1,530,000		$1,530	$445,533		$(66,321)	$380,742
Net loss	-		-	-		(78,380)	(78,380)
Balance, December 31, 2023	1,530,000		$1,530	$445,533		$(144,701)	$302,362
Net loss	-		-	-		(63,936)	(63,936)
Balance, December 31, 2024	1,530,000		$1,530	$445,533		$(208,637)	$238,426
Net loss	-		-	-		(73,663)	(73,663)
Balance, December 31, 2025	1,530,000		$1,530	$445,533		$(282,300)	$164,763

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

F-5

CIRCLE ENERGY, INC.

STATEMENTS OF CASH FLOWS

For the Years Ended December 31,		2024	2023
For the years ended December 31,		2025	2024
Cash Flows From Operating Activities
	Net loss	$(6373,~~936~~663)	$(7863,~~380~~936)
	Adjustments to reconcile net loss to net cash provided by operating activities:
	Changes in assets and liabilities:
	Prepaid expenses and retainers	~~140~~(385)	~~(1,005)~~140
	Accounts payable	(1,~~643~~775)	~~487~~(1,643)
	Accounts payable to related parties	~~(3,875)~~-	(3,~~995~~875)
	Net Cash Provided by (Used in) Operating Activities	(6975,~~314~~823)	(7469,~~903~~314)
Cash Flows From Investing Activities
	Purchase of unproven oil and gas properties	-(5,000)	-
	Net Cash Used in Investing Activities	-(5,000)	-
Cash Flows From Financing Activities
	Proceeds from founding shares issuance	-	-
	Proceeds from issuance of common stock, net of offering costs	-	-
	Net Cash Provided by Financing Activities	-	-
Net Increase (Decrease) in Cash		(6980,~~314~~823)	(7469,~~903~~314)
Cash at Beginning of Period		~~261~~192,~~338~~024	~~336~~261,~~241~~338
Cash at End of Period		$~~192~~111,~~024~~201	$~~261~~192,~~338~~024
Supplemental Cash Flow Information
	Cash paid for interest	$-57	$-

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

F-6

CIRCLE ENERGY, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Nature of Operations – Circle Energy, Inc. is a Nevada corporation. Circle Energy, Inc. is referred to herein as the “Company.” The Company owns interests in oil and natural gas properties located in Texas and is engaged primarily in the acquisition, exploration and development of oil and natural gas properties.

Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value Measurements – Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Financial Accounting Standards Board (“FASB”) has established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy consists of three broad levels. Level 1 inputs are the highest priority and consist of unadjusted quoted prices in active markets for identical assets and liabilities. Level 2 are inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. Level 3 are unobservable inputs for an asset or liability.

Fair Values of Financial Instruments –The carrying amounts accounts payable and other current assets and liabilities approximate fair value because of the short-term maturities and/or liquid nature of these assets and liabilities.

Fair Value of Non-financial Assets and Liabilities – The Company also applies fair value accounting guidance to initially, or as events dictate, measure non-financial assets and liabilities such as those obtained through business acquisitions, property and equipment and asset retirement obligations. Fair value may be estimated using comparable market data, a discounted cash flow method, or a combination of the two as considered appropriate based on the circumstances. Under the discounted cash flow method, estimated future cash flows are based on management’s expectations for the future and include estimates of future oil and natural gas production or other applicable sales estimates, operational costs and a risk-adjusted discount rate. The Company may use the present value of estimated future cash inflows and/or outflows or third-party offers or prices of comparable assets with consideration of current market conditions to value its non-financial assets and liabilities when circumstances dictate determining fair value is necessary. Given the significance of the unobservable nature of a number of the inputs, these are considered Level 3 on the fair value hierarchy.

Concentration of Credit Risk– Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of cash. The Company places its cash with a high credit quality financial institution.

Cash and Cash Equivalents – The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Oil and Natural Gas Properties – The Company uses the full cost method of accounting for oil and natural gas properties. Under this method, all costs (direct and indirect) associated with acquisition, exploration, and development of oil and natural gas properties are capitalized. Costs capitalized include acquisition costs, geological and geophysical expenditures, lease rentals on undeveloped properties and costs of drilling and equipping productive and non-productive wells. Drilling costs include directly related overhead costs. Capitalized costs are categorized either as being subject to amortization or not subject to amortization. Currently, the Company has yet to incur any drilling costs and has no proven reserves.

The Company records a liability in the period in which an asset retirement obligation (“ARO”) is incurred, in an amount equal to the discounted estimated fair value of the obligation that is capitalized. Thereafter this liability is accreted up to the final retirement cost. An ARO is a future expenditure related to the disposal or other retirement of certain assets. The Company’s ARO relates to future plugging and abandonment expenses of its oil and natural gas properties and related facilities disposal.

All capitalized costs of oil and natural gas properties, including the estimated future costs to develop proved reserves and estimated future costs to plug and abandon wells and costs of site restoration, less the estimated salvage value of equipment associated with the oil and natural gas properties, are amortized on the unit-of-production method using estimates of proved reserves as determined by independent petroleum engineers. If the results of an assessment indicate that the properties are impaired, the amount of the impairment is offset to the capitalized costs to be amortized. As the Company has no production and its properties are currently not subjection to amortization, no depletion expense has yet been incurred.

F-7

In addition, capitalized costs less accumulated depreciation, depletion and amortization and related deferred income taxes shall not exceed an amount (the full cost ceiling) equal to the sum of:

1) the present value of estimated future net revenues discounted ten percent computed in compliance with SEC guidelines;

2) plus the cost of properties not being amortized;

3) plus the lower of cost or estimated fair value of unproven properties included in the costs being amortized;

4) less income tax effects related to differences between the book and tax basis of the properties.

To date, our only capitalized costs are lease acquisition costs. As we have not yet incurred any drilling costs and have yet to record any proven reserves, those capitalized costs are reflected in our financial statements as Oil and natural gas properties not subject to amortization. We evaluate these costs for impairment based on lease acquisition costs of similar acreage and on internally prepared estimates of unproven reserves. We have not recorded any impairment against our Oil and natural gas properties not subject to amortization.

Land, Buildings, Equipment and Leasehold Improvements – Land, buildings, equipment and leasehold improvements are carried at historical cost, adjusted for impairment loss and accumulated depreciation. Historical costs include all direct costs associated with the acquisition of land, buildings, equipment and leasehold improvements and placing them in service.

Depreciation of buildings equipment, software and leasehold improvements is calculated using the straight-line method based upon the following estimated useful lives:

Leasehold improvements		3-10 years
Office equipment and software		3-7 years
Equipment		5-10 years

The Company currently has no land, buildings, equipment or leasehold improvements and thus does not record any depreciation expense.

Revenue Recognition – The Company accounts for revenues according to Accounting Standards Update (“ASU”) 2014-09 Revenues from Contracts with Customers (Topic 606) (“ASU 2014-09”). The Company does not currently have any revenues.

Income Taxes – Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes. Deferred taxes are provided on differences between the tax bases of assets and liabilities and their reported amounts in the financial statements, and tax carry forwards. Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. No provision has been made for income taxes as the Company has not recorded or received any revenues.

For the years ended December 31, ~~2024~~2025 and ~~2023~~2024, the Company recorded a full valuation allowance against the deferred tax asset of $1315,~~427~~469 and $1613,~~460~~427, respectively. As the Company currently has no revenues there is reasonable doubt as to the realizability of this deferred tax asset. With the allowance taken as of December 31, ~~2024~~2025, the Company has a valuation allowance of $4359,~~813~~282.

Accounting for Uncertainty in Income Taxes – In accordance with generally accepted accounting principles, the Company has analyzed its filing positions in all jurisdictions where it is required to file income tax returns for the open tax years in such jurisdictions. The Company has identified its federal income tax return as a “major” tax jurisdiction. Therefore, the Company has no significant reserves for uncertain tax positions and no adjustments to such reserves were required by generally accepted accounting principles. No significant interest or penalties have been levied against the Company and none are anticipated; therefore, no interest or penalty has been included in our provision for income taxes in the statements of operations.

Earnings (Loss) Per Share – Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the year. Diluted earnings (loss) per share are calculated to give effect to potentially issuable dilutive common shares.

Major Customers – The Company does not currently have customers.

Stock-Based Employee and Non-Employee Compensation – The Company accounts for its equity grants in accordance with generally accepted accounting principles. Generally accepted accounting principles require the recognition of the cost of services received in

F-8

exchange for an award of equity instruments in the financial statements and is measured based on the grant date fair value of the award. Generally accepted accounting principles also requires equity grant compensation expense to be recognized over the period during which an employee or non-employee is required to provide service in exchange for the award (the vesting period).

Derivative Instruments and Hedging Activities – The Company may periodically enter into derivative contracts to manage its exposure to commodity risk. These derivative contracts, which are generally placed with major financial institutions, may take the form of forward contracts, futures contracts, swaps, or options. The oil and gas reference prices upon which the commodity derivative contracts are based reflect various market indices that have a high degree of historical correlation with actual prices received by the Company for its oil and natural gas production.

When applicable, the Company records all derivative instruments, other than those that meet the normal purchases and sales exception, on the balance sheet as either an asset or liability measured at fair value. Changes in fair value are recognized currently in earnings unless specific hedge accounting criteria are met.

Recently Adopted Accounting Pronouncements – In ~~March~~December ~~2020~~2023, the FASB issued ASU ~~2020~~2023-~~04, Reference~~09 ~~Rate~~"Income ~~Reform~~Taxes (Topic ~~848~~740): ~~Facilitation~~Improvements ofto ~~the~~Income ~~Effects~~Tax ofDisclosures." ~~Reference~~The ~~Rate~~amendments ~~Reform~~from onthis ~~Financial~~update ~~Reporting (“ASU~~provide ~~2020-04”),~~for ~~which~~more ~~provided~~transparency ~~optional~~about ~~expedients~~income ~~and~~tax ~~exceptions~~information ~~for~~through ~~applying~~improvements ~~GAAP~~to income tax disclosures primarily related to ~~contract~~the ~~modifications~~rate reconciliation and ~~hedging~~income ~~relationships~~taxes paid information. Specifically, ~~subject~~public business entities are required to ~~meeting~~disclose ~~certain~~a ~~criteria~~tabular reconciliation, ~~that~~using ~~referenced~~both ~~LIBOR~~percentages ~~("London~~and ~~Inter-Bank~~reporting ~~Offered~~currency ~~Rate"~~amounts, showing detail from eight specific categories: (a) orstate ~~another~~and ~~rate. ASU~~local ~~2020-04~~income ~~was~~tax innet ~~effect~~of ~~through~~federal ~~December~~(national) 31income tax effect, ~~2022. In~~(b) ~~January~~foreign ~~2021~~tax effects, (c) effect of changes in tax laws or rates enacted in the ~~FASB~~current ~~issued~~period, ~~ASU~~(d) ~~No.~~effect ~~2021~~of cross-~~01, Reference~~border ~~Rate~~tax ~~Reform~~laws, (~~Topic 848~~e): ~~Scope (“ASU~~tax ~~2021-01”~~credits, (f) changes in valuation allowances, to(g) ~~provide~~nontaxable ~~clarifying~~or ~~guidance~~nondeductible ~~regarding~~items, ~~the~~and ~~scope~~(h) ofchanges ~~Topic~~in ~~848~~unrecognized tax benefits. ~~ASU~~In ~~2020-04~~addition, ~~was~~public ~~issued~~business entities are required to ~~provide~~separately ~~optional~~disclose ~~guidance~~any ~~for~~reconciling aitem, ~~limited~~disaggregated ~~period~~by nature and/or jurisdiction, in which the effect of ~~time~~the reconciling item is equal to ~~ease~~or greater than five percent of the ~~potential~~amount ~~burden~~computed inby ~~accounting~~multiplying ~~for~~the income (or ~~recognizing~~loss) ~~the~~from ~~effects~~continuing ~~of)~~operations ~~reference~~before ~~rate~~income ~~reform~~taxes onby ~~financial~~the ~~reporting.~~applicable Instatutory ~~December~~income ~~2022~~tax rate. Also, for the ~~FASB~~state ~~issued~~and ~~ASU~~local ~~2022-06~~category, ~~"Reference~~a ~~Rate~~public ~~Reform~~business ~~(Topic~~entity ~~848):~~is ~~Deferral~~required to provide a qualitative description of the ~~Sunset~~states ~~Date~~and oflocal ~~Topic~~jurisdictions ~~848"~~ that make up the majority (~~"ASU~~greater ~~2022-06"~~than 50 percent), ~~which~~of ~~defers~~the category. Further, the ~~sunset~~amount ~~date~~of income taxes paid (net of ~~Topic~~refunds ~~848~~received) ~~from~~are ~~December~~required 31to be disaggregated by (i) federal (national), ~~2022~~state, toand ~~December~~foreign 31taxes, ~~2024.~~and ~~The~~(ii) ~~Company~~by ~~adopted~~individual ~~ASU~~jurisdictions ~~2020-04~~in ~~with~~which anincome ~~effective~~taxes ~~date~~paid (net of ~~January~~refunds 1,received) ~~2024.~~is Atequal ~~this~~to ~~time~~or greater than five percent of total income taxes paid (net of refunds received). Finally, the ~~Company~~amendments ~~does~~from ~~not~~this ~~plan~~update torequire ~~enter~~that ~~into~~all ~~any~~entities ~~contracts~~disclose ~~using~~(i) ~~LIBOR~~income as(or aloss) ~~reference~~from ~~rate~~continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and (ii) income tax expense (or benefit) from continuing operations disaggregated by federal, state, and foreign. AsFor ~~such~~public business entities, the ~~adoption~~amendments ~~and~~in ~~implementation~~this update are effective for annual periods beginning after December 15, 2024. The adoption of this ~~ASU~~update did not have a material impact on the Company’s financial statements.

In ~~October~~March ~~2021~~2024, the FASB issued ASU ~~2021~~2024-~~08,~~02 "~~Business~~Codification ~~Combinations (Topic 805)~~ Improvements – ~~Accounting~~Amendments ~~for~~to ~~Contract~~Remove ~~Assets~~References ~~and~~to ~~Contract~~the ~~Liabilities~~Concepts ~~from~~Statements" ~~Contracts with Customers”~~ ("ASU ~~2021~~2024-0802")., ~~This~~which ~~update~~contains ~~requires~~amendments to the ~~acquirer~~Codification into aremove ~~business~~references ~~combination~~ to ~~record~~various ~~contract~~FASB ~~asset~~Concepts ~~and~~Statements. ~~liabilities~~In ~~following~~most ~~Topic~~instances, ~~606~~the ~~– “Revenue~~references ~~from~~are ~~Contracts~~extraneous ~~with~~and ~~Customers”~~not atrequired ~~acquisition~~to asunderstand ifor itapply ~~had originated~~ the ~~contract~~guidance. Generally, ~~rather~~ASU ~~than~~2024-02 atis ~~fair~~not ~~value.~~intended ~~This~~to ~~update~~result ~~became~~in ~~effective~~significant ~~for~~accounting ~~public~~changes ~~business~~for most entities. ~~beginning~~ASU ~~after~~2024-02 ~~December~~is ~~15,~~effective ~~2022.~~for ~~The~~the Company ~~adopted~~for ~~ASU~~fiscal ~~2021-08~~years ~~effective~~beginning ~~January~~after 1December 15, ~~2023~~2024. The adoption ~~and implementation~~ of this ~~ASU~~update did not have a material impact on the Company’s financial statements~~, as the company currently has no revenues~~.

Recent Accounting Pronouncements – In ~~July~~October 2023, the FASB issued ASU 2023-0306, "~~Presentation~~Disclosure ofImprovements: ~~Financial~~Codification ~~Statements~~Amendments ~~(Topic~~in ~~205),~~Response ~~Income~~to ~~Statement~~the -SEC's ~~Reporting~~Disclosure ~~Comprehensive~~Update ~~Income~~and ~~(Topic~~Simplification ~~220),~~Initiative." ~~Distinguishing~~This ~~Liabilities~~update ~~from~~modifies ~~Equity~~the ~~(Topic~~disclosure ~~480)~~or presentation requirements of a variety of Topics in the Codification, ~~Equity~~which ~~(Topic~~should ~~505)~~be applied prospectively. For instance, ~~and~~within ~~Compensation~~ASC 230-10 ~~Stock~~Statement ~~Compensation~~of ~~(Topic~~Cash ~~718):~~Flows – Overall, ~~Amendments~~the toamendment ~~SEC~~requires ~~Paragraphs~~an ~~Pursuant~~accounting topolicy ~~SEC~~disclosure ~~Staff~~in ~~Accounting~~annual ~~Bulletin~~periods ~~No.~~of ~~120,~~where ~~SEC~~cash ~~Staff~~flows ~~Announcement~~associated atwith ~~the~~their ~~March~~derivative ~~24,~~instruments ~~2022~~and ~~EITF~~their ~~Meeting,~~related gains and ~~Staff~~losses ~~Accounting~~are ~~Bulletin~~presented ~~Topic~~in ~~6.B,~~the ~~Accounting~~statement ~~Series~~of ~~Release~~cash ~~280~~flows. -Additionally, ~~General~~within ~~Revision~~ASC of260-10 ~~Regulation~~Earnings ~~S-X:~~Per ~~Income~~Share – Overall, orthe ~~Loss~~amendment ~~Applicable~~requires todisclosure ~~Common~~of ~~Stock."~~the ~~The~~methods ~~ASU~~used ~~provided~~in ~~updated~~the ~~views~~diluted ~~from~~earnings-per-share ~~the~~computation ~~SEC~~for ~~Staff~~each ondilutive ~~employee~~security and ~~non-employee~~clarifies ~~share-based~~that ~~payment~~certain ~~accounting,~~disclosures ~~including~~should ~~guidance~~be ~~related~~made toduring ~~spring-loaded~~interim ~~awards~~periods. AsThe Company is currently assessing the ~~ASU~~impact ~~did~~of ~~not~~this ~~provide~~update ~~any~~on ~~new~~its ~~ASC~~financial ~~guidance,~~statements and ~~there~~related ~~was~~notes. noIf ~~transition~~by orJune ~~effective~~30, ~~date provided~~2027, the ~~Company~~SEC ~~adopted~~has ~~this~~not ~~standard~~removed ~~upon~~the ~~issuance,~~applicable ~~and~~requirement from Regulation S-X or Regulation S-K, the ~~adoption~~pending ~~did~~content ~~not~~of ~~have~~the arelated ~~material~~amendment ~~impact~~will onbe removed from the ~~Company's~~Codification ~~financial~~and ~~statements~~will not become effective for any entity.

In November 2023, the FASB issued Accounting Standards Update No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The Company adopted this standard for the year ended December 31, 2024. ASU 2023-07 establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance.

We manage our Company as one reportable segment at the entity level which aligns with how the CODM reviews and manages the business. The Company has no assets or current operations and is listed as a Shell Company. The Company’s CODM has been identified as the Chief Executive Officer, who reviews the expenses to assess financial performance.

For single reportable segment-level financial information, see attached financial statements.

Recent Accounting Pronouncements – In October 2023, the FASB issued ASU 2023-06, "Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative." This update modifies the disclosure or presentation requirements of a variety of Topics in the Codification, which should be applied prospectively. For instance, within ASC 230-10 Statement of Cash Flows – Overall, the amendment requires an accounting policy disclosure in annual periods of where cash

F-9

flows associated with their derivative instruments and their related gains and losses are presented in the statement of cash flows. Additionally, within ASC 260-10 Earnings Per Share – Overall, the amendment requires disclosure of the methods used in the diluted earnings-per-share computation for each dilutive security and clarifies that certain disclosures should be made during interim periods. The Company is currently assessing the impact of this update on its financial statements and related notes. If by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the Codification and will not become effective for any entity.

In December 2023, the FASB issued ASU 2023-09 "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." The amendments from this update provide for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. Specifically, public business entities are required to disclose a tabular reconciliation, using both percentages and reporting currency amounts, showing detail from eight specific categories: (a) state and local income tax net of federal (national) income tax effect, (b) foreign tax effects, (c) effect of changes in tax laws or rates enacted in the current period, (d) effect of cross-border tax laws, (e) tax credits, (f) changes in valuation allowances, (g) nontaxable or nondeductible items, and (h) changes in unrecognized tax benefits. In addition, public business entities are required to separately disclose any reconciling item, disaggregated by nature and/or jurisdiction, in which the effect of the reconciling item is equal to or greater than five percent of the amount computed by multiplying the income (or loss) from continuing operations before income taxes by the applicable statutory income tax rate. Also, for the state and local category, a public business entity is required to provide a qualitative description of the states and local jurisdictions that make up the majority (greater than 50 percent) of the category. Further, the amount of income taxes paid (net of refunds received) are required to be disaggregated by (i) federal (national), state, and foreign taxes, and (ii) by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than five percent of total income taxes paid (net of refunds received). Finally, the amendments from this update require that all entities disclose (i) income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and (ii) income tax expense (or benefit) from continuing operations disaggregated by federal, state, and foreign. The Company is currently assessing the impact of adopting this new guidance on its financial disclosures. For public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2024.

In March 2024, the FASB issued ASU 2024-02 "Codification Improvements – Amendments to Remove References to the Concepts Statements" ("ASU 2024-02"), which contains amendments to the Codification to remove references to various FASB Concepts Statements. In most instances, the references are extraneous and not required to understand or apply the guidance. Generally, ASU 2024-02 is not intended to result in significant accounting changes for most entities. ASU 2024-02 is effective for the Company for fiscal years beginning after December 15, 2024. The Company does not expect this update to have a material impact on its financial statements.

In November 2024, the FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income - Expenses Disaggregation Disclosures (Subtopic 220-40) - Disaggregation of Income Statement Expenses" ("ASU 2024-03"). The purpose of this update is to improve the disclosures about a public business entity's expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, SG&A, and research and development). The amendments in this update are effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods with annual reporting periods beginning after December 15, 2027, with early adoption permitted, and either prospective or retrospective application permitted. The Company is currently assessing the impact of adopting this new guidance on its financial disclosures.

~~NOTE 2 – LEASES~~F-9

On November 25, 2025, the FASB issued ASU No. 2025-09, “Derivatives and Hedging (Topic 815): Hedge Accounting Improvements.” This ASU makes targeted improvements to Topic 815 to better align hedge accounting with the economics of an entity’s risk-management activities. This ASU will be effective for annual periods beginning after December 15, 2026, for interim reporting periods beginning within those annual periods, and early adoption is permitted. Management is currently evaluating this ASU to determine its impact on the Company’s financial statements.

NOTE 2 – REVENUE RECOGNITION

The Company does not currently have any revenues.

NOTE 3 – LEASES

The Company adopted ASU 2016-02 Leases (Topic 842) effective January 1, 2022. The Company does not have any leases to which this standard applies.

The Company has a month-to-month lease for executive office-sharing space. This lease is month to month at $79 per month. This amount is shown in the Statement of Operations as General and administrative expense.

NOTE 34 – LOSS PER SHARE INFORMATION

For the years ended December 31,	~~2024~~2025	~~2023~~2024
Net Loss	$(6373,~~936~~663)	$(7863,~~380~~936)
Basic and Diluted Weighted-Average Shares Outstanding	1,530,000	1,530,000
Basic and Diluted Loss per Share	$(0.0405)	$(0.0504)

There are currently no stock options or other share-based compensation outstanding to create a dilutive effect on our earnings per share.

~~F-10~~NOTE 5 – ACQUISITIONS

~~NOTE~~On 4May ~~– FAIR~~5, ~~VALUE~~2025, ~~MEASUREMENTS~~the Company entered into a new Farmout Agreement and Conditional Lease Assignment dated May 5, 2025, replacing the previous agreement that was set to expire on May 16, 2025. The terms of the new agreement are the same the previous agreement, such that we acquired a 75% working interest, and 55.5% net revenue interest, in the C. W. Logsdon Lease, an 80-acre tract located in Andrews County, Texas. We acquired the interest from Boa Vista, LLC, a New Mexico limited liability company which holds the remaining 25% working interest. While the Company believes that there are Proved Undeveloped (“PUD”) drilling locations on this acreage, a full reserve analysis has not yet been completed and so the Company has treated this acreage as unproven property.

NOTE 6 – FAIR VALUE MEASUREMENTS

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The authoritative guidance requires disclosure of the framework for measuring fair value and requires that fair value measurements be classified and disclosed in one of the following categories:

Level 1:	Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. We consider active markets as those in which transactions for the assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2:	Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability. This category includes those derivative instruments that we value using observable market data. Substantially all of these inputs are observable in the marketplace throughout the full term of the derivative instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace.
Level 3:	Measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable from objective sources (i.e., supported by little or no market activity).

Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy. We continue to evaluate our inputs to ensure the fair value level classification is appropriate. When transfers between levels occur, it is our policy to assume that the transfer occurred at the date of the event or change in circumstances that caused the transfer.

~~NOTE 5 – STOCKHOLDERS’ EQUITY~~F-10

fair value of assets and liabilities and their placement within the fair value hierarchy. We continue to evaluate our inputs to ensure the fair value level classification is appropriate. When transfers between levels occur, it is our policy to assume that the transfer occurred at the date of the event or change in circumstances that caused the transfer.

NOTE 7 – STOCKHOLDERS’ EQUITY

The Company is authorized to issue 150,000,000 common shares, with a par value of $0.001 per share.

There were no equity issuances during ~~2023~~2024 or ~~2024~~2025.

NOTE 68 – INCOME TAXES

The provision for income tax expense consists of the following at December 31, ~~2024~~2025, and ~~2023~~2024:

Provision for (Benefit from) Income Taxes		~~2024~~2025	~~2023~~2024
Deferred taxes		$-	$-
	Provision for (Benefit from) Income Taxes	$-	$-

The primary difference between the statutory federal rate and the Company’s effective tax rate for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 was due to the 100% valuation allowance. The following is a reconciliation of the statutory federal rate and the Company’s effective tax rate for the year ended December 31, ~~2024~~2025 and ~~2023~~2024:

Rate Reconciliation		~~2024~~2025	~~2023~~2024
Tax at federal statutory rate		$(1315,~~427~~469)	$(1613,~~460~~427)
Valuation allowance		1315,~~427~~469	1613,~~460~~427
	Provision for Income Taxes	$-	$-

~~F-11~~Deferred tax assets and liabilities consist of the following at December 31, 2025, and 2024:

Deferred tax assets and liabilities consist of the following at December 31, 2024, and 2023:

Deferred Taxes:		2025	2024
Deferred tax liabilities
	Property and equipment	-	-
	Valuation allowance	$-	$-

Deferred tax assets
	Stock-based compensation	-	-
	Operating loss and IDC carryforwards	(59,282)	43,813
	Valuation allowance	59,282	(43,813)
	Deferred tax assets	-	-
Net deferred income tax liability		$-	$-

Deferred Taxes:		2024	2023
Deferred tax liabilities
	Property and equipment	-	-
	Valuation allowance	$-	$-
Deferred tax assets
	Stock-based compensation	-	-
	Operating loss and IDC carryforwards	43,813	30,387
	Valuation allowance	(43,813)	(30,387)
	Deferred tax assets	-	-
Net deferred income tax liability		$-	$-

As of December 31, 2025, the Company had net operating loss carryforwards for federal income tax purposes of $59,282 which will not expire.

AsNOTE of9 ~~December~~– QUARTERLY ~~31,~~FINANCIAL ~~2024,~~DATA ~~the Company had net operating loss carryforwards for federal income tax purposes of $43,813 which will not expire.~~(UNAUDITED)

NOTE 7 – QUARTERLY FINANCIAL DATA (UNAUDITED)

	2023
	Three Months Ended
	31-Mar	30-Jun	30-Sep	31-Dec
Revenues	$-	$-	$-	$-
Operating Income	(24,496)	(21,233)	(16,306)	(16,345)
Net Income	(24,496)	(21,233)	(16,306)	(16,345)
Basic Net Income Per Share	$(0.02)	$(0.01)	$(0.01)	$(0.01)
Diluted Net Income Per Share	$(0.02)	$(0.01)	(0.01)	(0.01)

	2024
	Three Months Ended
	31-Mar	30-Jun	30-Sep	31-Dec
Revenues	$-	$-	$-	$-
Operating Income	(24,051)	(12,047)	(15,273)	(12,565)
Net Income	(24,051)	(12,047)	(15,273)	(12,565)
Basic Net Income Per Share	$(0.02)	$(0.01)	$(0.01)	$(0.01)
Diluted Net Income Per Share	$(0.02)	$(0.01)	(0.01)	(0.01)

~~NOTE 8 – LEGAL MATTERS~~F-11

	2025
	Three Months Ended
	31-Mar	30-Jun	30-Sep	31-Dec
Revenues	$-	$-	$-	$-
Operating Income	(24,273)	(20,219)	(16,888)	(12,283)
Net Income	(24,273)	(20,219)	(16,888)	(12,283)
Basic Net Income Per Share	$(0.02)	$(0.01)	$(0.01)	$(0.01)
Diluted Net Income Per Share	$(0.02)	$(0.01)	(0.01)	(0.01)

NOTE 10 – LEGAL MATTERS

NOTE 911 – RELATED PARTY TRANSACTIONS

As of December 31, ~~2024~~2025, the accounts payable on the Company’s balance sheet includes $110 payable to Mr. Broaddrick. This amount consists of shipping related expenses incurred by Mr. Broaddrick in the normal course of business on the Company’s behalf during 2024.

NOTE 1012 – ~~SUBSEQUENT~~ ~~EVENTS~~COMMITMENTS AND CONTINGENT LIABILITIES

None.

NOTE 13 – SUBSEQUENT EVENTS

None.

F-12

CIRCLE ENERGY, INC.

SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS PRODUCING ACTIVITIES

Results of Operations from Oil and Natural Gas Producing Activities

As of December 31, 2025, the Company has not recorded any revenues or costs of revenues.

During the year ended December 31, 2025, the Company paid a total of $5,000 which was capitalized and recorded as Oil and natural gas properties not subject to amortization. No similar costs were incurred during the year ended December 31, 2024.

Reserve Quantities Information

While the Company believes that there are Proved Undeveloped (“PUD”) drilling locations on our acreage, a full reserve analysis has not been performed and so the Company has treated this acreage as unproven property. As such, there are no proven reserves to disclose and no corresponding standardized measure of discounted future net cash flows to disclose.

F-13

Filing Compare · Circle Energy, Inc./NV