Annual Report for Fiscal Year Ending June 30, 2025 (Form 10-K)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes appearing elsewhere in this Annual Report. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. See "Cautionary Note Regarding Forward-Looking Statements." Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth under "Risk Factors" and elsewhere in this Annual Report.

Cautionary Note Regarding Forward-Looking Information

The following discussion and analysis of the results of operations and financial condition of Okmin Resources Inc. and its subsidiaries ("Okmin" or the "Company") as of June 30, 2025 should be read in conjunction with our audited financial statements and the notes to those audited financial statements that are included elsewhere in this Annual Report on Form 10-K. References in this Management's Discussion and Analysis of Financial Condition and Results of Operations to "us", "we", "our" and similar terms refer to Okmin. This Annual Report contains forward-looking statements as that term is defined in the federal securities laws. The events described in forward-looking statements contained in this Annual Report may not occur. Generally, these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of our plans or strategies, projected or anticipated benefits from acquisitions to be made by us, or projections involving anticipated revenues, earnings or other aspects of our operating results. The words "may," "will," "expect," "believe," "anticipate," "project," "plan," "intend," "estimate," and "continue," and their opposites and similar expressions, are intended to identify forward-looking statements. We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of the statements and the projections upon which the statements are based.

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

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

Overview

Okmin Resources, Inc. was organized in 2020 to engage in the business of the acquisition, exploration and development of mineral rights and natural resource assets.

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

The Company has two wholly owned subsidiaries that conduct oil and gas activities, Okmin Operations, LLC, incorporated on May 25, 2021 in the State of Kansas, and Okmin Energy LLC, incorporated on November 21, 2021 in the State of Oklahoma.

Results of Operations

Fiscal Years ended June 30, 2025 and 2024

Revenue

We generated $22,180 in revenue from oil and gas sales for the fiscal year ended June 30, 2025, as compared to $42,543 in revenues for the fiscal year ended June 30, 2025. The decrease in revenue is attributable to lower oil and gas prices and curtailed operations. Costs of revenues were $42,713 in the year ended June 30, 2025 versus $92,024 for the year ended June 30, 2024, attributable to the Company decreasing lease operating costs as it conducted limited operations under the current market conditions and as a result of its limited cash resources.

General and Administrative Expense

General and administrative expenses were lower at $388,579 for the year ended June 30, 2025 as compared to $406,175 for the year ended June 30, 2024. A significant component of this included non-cash amounts comprised of $9,000 of stock issued to our land and resource development Manager and $110,000 in connection with corporate compliance, investor relations and consulting fees comprised of common stock that was issued in lieu of cash for services and $24,100 in restricted common stock issued in lieu of legal fees. Additionally, $162,000 of these expenses were accrued and deferred compensation.

In the year ended June 30, 2025, of note we recorded the following expenses as compared to the corresponding year ended June 30, 2024: Interest expense was higher at $17,262 vs $16,647; listing related fees were higher at $17,100 vs. $16,380; legal fees were lower at $29,100 vs $50,000 as we engaged counsel on a more as needed basis; audit fees were $31,385 vs $22,302; compensation in connection with accounting and bookkeeping $16,996 vs $10,440 and depreciation was higher at $5,436 vs. $5,194. Other expenses related to compensation, filing and transfer agent fees, rent and other general and administrative expenses necessary for our operations.

Net Loss

The net loss for the year ended June 30, 2025 was $597,167 compared to a net loss of $873,214 for the year ended June 30, 2024. This amount includes a one-off impairment charge of $167,003 that was recorded as an expense for the year ended June 30, 2025, following testing to determine current fair value of oil and gas properties and the Company's subsequent review of the capitalized value of its oil and gas properties. Outside of the impairment charge, operating expenses totaled $394,015. The expenses during the period ended June 30, 2025 included: $162,000 accrued compensation, $42,713 in lease operating expenses (including taxes and royalties), interest of $17,262, accounting and audit fees of $48,381; other professional, legal and consulting fees of non-cash items in stock issued for services of $143,100; and other general and administrative expenses necessary for our operations.

The expenses during the period ended June 30, 2024 by comparison included: compensation of $20,250 in cash and $141,750 accrued compensation, lease operating expenses (including taxes and royalties) of $92,024, interest of $16,647, and legal accounting and other professional fees of $113,643.

Net cash from investing activities

In the years ended June 30, 2025 and 2024, cash expended on investing activities was $nil.

Net cash from financing

In the year ended June 30, 2025 net cash used in financing activities was $24,000 with the entire amount from the Repayment of Convertible Note. For the year ended June 30, 2024, financing activities used cash of $16,000, which consisted of repayments on the Convertible Note.

Liquidity and Capital Resources

Current Financial Condition

As of June 30, 2025, we had total assets of $133,322, comprised primarily of cash of $11,488 and oil and gas properties of $121,834. As of June 30, 2025, we had total liabilities of $753,927, primarily comprised of convertible debt and related interest payable of $195,091, deferred and accrued compensation of $438,750, and trade credit facilities of $78,258.

The Convertible debt maintained by the company had a 10% annual interest rate, was initially set up with repayments of $3,500 per month commencing as of May 2022 and any open balance is convertible at the Lender's discretion into shares of the Company's common stock at $0.03 per share with warrant coverage at the same price on the basis of one warrant per every three shares issued under the note. The principal amount of the note was secured by a lien on the Vitt lease. In the related security agreement, the Company agreed to remit the first $125,000 in net revenue received from its interest in the Pushmataha Gas Field toward the payment and performance of the note. Beginning in November 2023, the Company and the lender agreed to reduce the monthly repayment to $2,000. As of June 30, 2025, the Company had a remaining balance of $131,135 on the note and outstanding interest of $63,956. Subsequent to the end of the fiscal year, the lender agreed to convert the entire remaining principal and interest due as of June 30^th 2025 into common shares of the Company at a deemed price of $0.03 per share. On September 19, 2025, the Company issued 6,503,024 common shares to the noteholder to settle the note in full.

The Company had a net loss of $597,167 for the year ended June 30, 2025 and an accumulated deficit of $2,305,685. As at June 30, 2025, we had a working capital deficit of approximately $742,439. We are still an earlier stage company and to date we have only achieved limited revenues from operations and anticipate that operating revenues will continue to be limited until the Company is in a position to commit substantial capital resources to its operations.

For the 2026 fiscal year we anticipate cash needs of approximately $270,000 for general corporate overhead and for operations on our existing lease properties. This amount does not include funding for any potential workovers, re-entries, stimulation treatments and recompletions of existing non or low producing wells. Any new work on our properties will require additional capital. A portion of the required cash will be obtained from oil and gas sales. The Company plans to obtain the remainder of the required capital through private sales of securities or debt financing.

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

Critical Accounting Estimates

This management's discussion and analysis of financial condition and results of operations is based on our financial statements, which have been prepared in accordance with U.S. GAAP. Preparation of financial statements requires management to make assumptions, estimates and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and the related disclosures of contingencies. Management bases its estimates on various assumptions and historical experience, which are believed to be reasonable; however, due to the inherent nature of estimates, actual results may differ significantly due to changed conditions or assumptions. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are fairly presented in accordance with U.S. GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.

Recently Issued Accounting Pronouncements

Management does not believe any recently issued but not yet effective accounting pronouncements, if adopted, would have a material effect on the Company's present or future financial statements.

Going Concern Qualification

The Company's financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business.

As reflected in the accompanying audited financial statements, the Company had a net loss of $597,167 for the year ended June 30, 2025 and an accumulated deficit of $2,305,685 as of the same date. These factors, among others, raise doubt about the Company's ability to continue as a going concern.

The Company had a working capital deficit of $742,439 as at June 30, 2025. In the 2026 fiscal year we anticipate cash needs of a minimum of $270,000, to maintain general corporate overhead and for continued work in maintaining our existing lease properties. This does not include any potential workovers, re-entries, stimulation treatments and recompletions of existing non or low producing wells, which would require additional capital commitments. The Company plans to obtain that capital by issuing equity securities, which may consist of either capital stock or convertible debt.

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

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.