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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, ~~2021~~2022

☐	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: 000-17204

AMERICAN NOBLE GAS INC

(Exact name of registrant as specified in its charter)

Nevada

87-3574612

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

15612 College Blvd, Lenexa, KS 66219

(Address of principal executive offices) (Zip Code)

(913) 948-9512

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of exchange on which registered
—		—		—

Securities registered pursuant to Section 12(g) of the Act:

Title of each class		Trading Symbol(s)		Name of exchange on which registered
Common Stock, par value $0.0001		~~IFNY~~AMNI		OTCQB

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 ☒☐ No ☐☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted 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 ☒☐ No ☐☒

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

Large-accelerated filer ☐	Accelerated filer ☐

Non-accelerated filer ☐ (Do not check if a smaller reporting company)	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. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the fi ling reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

As of June 30, ~~2021~~2022, the aggregate market value of the Registrant’s common equity held by non-affiliates, computed by reference to the closing price on June 30, ~~2021~~2022 ($0.2430 per share) was $13,~~686~~942,~~535~~756.

The number of shares of our common stock issued and outstanding as of ~~April~~May 48, ~~2022~~2023 was 1922,~~262~~424,~~015~~515.

Documents incorporated by reference:

Certain information required by Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K is incorporated by reference to our definitive Proxy Statement for the 2022 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission within 120 days after the fiscal year ended December 31, 2021.

Table of Contents

		Page
	PART I
Item 1.	Business	34
Item 1A.	Risk Factors	13
Item 1B.	Unresolved Staff Comments	13
Item 2.	Properties	1314
Item 3.	Legal Proceedings	1618
Item 4.	Mine Safety Disclosures	1719
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1719
Item 6.	[Reserved]	2326
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2326
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	4144
Item 8.	Financial Statements and Supplementary Data	4245
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	4346
Item 9A.	Controls and Procedures	4346
Item 9B.	Other Information	4447
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	4447
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	4447
Item 11.	Executive Compensation	4453
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	4456
Item 13.	Certain Relationships and Related Transactions, and Director Independence	4558
Item 14.	Principal Accountant Fees and Services	4559
	PART IV
Item 15.	Exhibits, Financial Statement Schedules	4560
	SIGNATURES
	Signatures	4863

Note Regarding Forward Looking Statements

This Annual Report on Form 10-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are intended to be covered by the safe harbors created thereby. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” “intends,” and other variations of these words or comparable words. In addition, any statements that refer to expectations, projections or other characterizations of events, circumstances or trends and that do not relate to historical matters are forward-looking statements. To the extent that there are statements that are not recitations of historical fact, such statements constitute forward-looking statements that, by definition, involve risks and uncertainties. In any forward-looking statement, where we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will be achieved or accomplished. The actual results or events may differ materially from those anticipated and as reflected in forward-looking statements included in this report.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this report. Except as required by law, we do not undertake to update or revise any of the forward-looking statements to conform these statements to actual results, whether as a result of new information, future events or otherwise.

Readers are cautioned not to place undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof. We believe the information contained in this Annual Report on Form 10-K to be accurate as of the date hereof. Changes may occur after that date, and we will not update that information except as required by law.

As used in this Annual Report on Form 10-K, “AMGAS,” the “Company,” “we,” “us” and “our” refer collectively to American Noble Gas Inc ~~(f/k/a Infinity Energy Resources, Inc~~.), its predecessors and subsidiaries or one or more of them as the context may require.

Part I

Item 1. Business.

DESCRIPTION OF BUSINESS

COVID–19 Pandemic

Since early 2020, economies throughout the world have been and continue to be disrupted by the continuing effects of the COVID-19 pandemic, which may limit access to our management, support staff and professional advisors. In addition, the capital markets have experienced disruptions and our efforts to raise necessary capital may be adversely impacted by the continuing effects of the COVID-19 pandemic. We cannot forecast with any certainty when the disruptions caused by the COVID-19 pandemic will cease to impact our business and the results of our operations. In reading this Annual Report on Form 10-K, including our discussion of our ability to continue as a going concern set forth herein, in each case, consider the additional uncertainties caused by the COVID-19 pandemic. These factors may not only impact our operations, financial condition and our ability to raise capital to support our operations but our overall ability to react timely to mitigate the impact of this event. Furthermore, it may hamper our efforts to comply with our filing obligations with the Securities and Exchange Commission (the “SEC”).

Overview

Historically, the Company has been an oil and natural gas exploration, development and production company, which was primarily in the business of drilling and operating oil and gas wells. From 2009 to 2020, the Company had pursued the exploration of potential oil and gas resources in the United States and in the Perlas and Tyra concession blocks in offshore Nicaragua in the Caribbean Sea (the “Concessions”), which contain a total of approximately 1.4 million acres. In January 2020, the Company decided to cease its activities, exploration and production in the Concessions.

Recently, the Company has changed its focus to include the exploration and development of noble gas and rare earth minerals. Noble gases and rare earth minerals are generally present in either the natural gas or brine water produced by conventional oil and gas wells. Therefore, we are now focusing on exploration and development of areas that may contain noble gas and rare earth mineral reserves in addition to exploration and development of traditional oil and gas.

The Company is assessing various opportunities and strategic alternatives involving the acquisition, exploration and development of natural gas and oil properties in the United States that may include noble gases and rare earth minerals, including the possibility of acquiring businesses or assets that provide support services for the production of oil, gas, noble gas and rare earth minerals in the United States.

~~Acquisition~~Central of Kansas ~~Oil~~Uplift ~~and Gas Properties~~

On April 1, 2021, we completed the acquisition of the Central Kansas Uplift Properties, for a purchase price of $900,000. The Central Kansas Uplift Properties include production and mineral rights/leasehold for oil and gas properties, subject to overriding royalties to third parties, in the Central Kansas Uplift geological formation covering ~~over~~approximately 11,000 contiguous acres (the “Properties”). In ~~addition~~The topurchase of the Properties, included the ~~assets purchased included~~ existing production equipment, infrastructure and ownership of 11 square miles of existing 3-D seismic data on the acreage. The Properties include a horizontal producing well, horizontal saltwater injection well, conventional saltwater disposal well and two conventional vertical producing wells, which currently produce oil from the Reagan Sand zone ~~(a Cambrian age formation producing heavy oil)~~ at an approximate depth of 3,600 feet.

We ~~have~~ commenced with certain rework to the existing production wells ~~subsequent~~after tocompletion of the acquisition of the Properties and ~~intend~~have toperformed ~~continue~~testing and evaluation of the existence of noble gas reserves ~~doing~~on sothe ~~during~~Properties ~~2022~~including helium, argon and other rare earth minerals/gases. Testing of the Properties for noble gas reserves has provided encouraging but not conclusive results, and we have yet to determine the possibility of commercializing the noble gas reserves on the Properties. We plan to ~~develop~~ assess the Properties’ existing oil and gas reserves, including the exploration for the existence of of new oil and gas zones and other mineral reserves, in particular the ~~Noble~~noble gases, that the Properties may hold.

~~Farmout~~During the year ended December 31, 2022, the ~~Agreement~~Company changed its strategy regarding the Central Kansas Uplift considering the reduced net cash flows from the sale of crude oil production. The reduction in net cash flows was attributable to ~~Explore~~lower spot crude oil prices during 2022 compared to 2021 and ~~Develop~~higher ~~Unconventional~~than ~~Gas~~anticipated operating costs related to the operation of the horizontal wells on the Properties. The Company has shut down the horizontal production wells as of December 31, 2022 and ~~Brine~~is ~~Materials~~considering the deepening of the conventional wells on the property to explore for helium and other noble gases that may be present in deeper producing zones. Accordingly, the ~~Hugoton~~Company ~~Gas~~has ~~Field~~recorded an impairment charge of $712,812 to reduce the capitalized tangible and intangible costs related to its Central Kansas Uplift properties to zero as of December 31, 2022.

On April 4, 2022, the Company acquired a 40% interest in a joint venture (the “AMGAS JV”) that has a farmout agreement (the “Farmout Agreement”) with Scout Energy Management, LLC (“Scout”) with regards to the oil and gas interests of Scout in the Hugoton Gas Field~~, located~~ in Haskell and Finney Counties, Kansas. The Farmout Agreement covers drilling and completion of up to 50 wells, with the first exploratory well scheduled to begin in April 2022. The AMGAS JV will utilize Scout’s existing infrastructure assets, including water disposal, gas gathering and helium processing. In addition, the Farmout Agreement provides the AMGAS JV with rights to take inFarm-kind and market its share of helium at the tailgate of Jayhawk Gas Plant, located in Grant County, Kansas, which will enable the AMGAS JV to market and sell the helium produced at prevailing market prices.Out

~~The~~On ~~AMGAS~~April JV4, ~~also~~2022, ~~acquired~~ the ~~right~~Company toacquired ~~all brine minerals, subject to~~ a ~~ten percent (10~~40%) ~~royalty~~participation toin ~~Scout,~~a ~~across~~Farmout ~~Finney~~Agreement ~~and~~by ~~Haskell Counties. Brine minerals are harvested from the formation water produced from active,~~ and tobetween beSunflower ~~drilled~~Exploration, ~~oil~~LLC ~~and~~as ~~gas wells and may include a variety~~the ofFarmee ~~dissolved minerals, including bromine~~ and ~~iodine.~~Scout ~~The~~Energy ~~AMGAS~~Partners JVas ~~plans~~Farmor ~~to target brine minerals~~ (“Scout”) with ~~commercial~~regards ~~quantities of bromine and iodine. The AMGAS JV is currently developing proprietary technology~~ to ~~recover brine minerals, particularly with respect to bromine,~~its ~~which~~oil ~~is well underway~~ and ~~has~~gas ~~demonstrated~~interests ~~recovery~~in ~~efficiency~~the ~~and~~Hugoton isGas ~~expected~~Field, tolocated ~~be available for use~~ in ~~existing~~Haskell and ~~future~~Finney ~~development wells. The Farmout Agreement covers drilling and completion of up to 50 wells~~Counties, ~~with the first exploratory well scheduled to be spudded in April 2022~~Kansas. The ~~AMGAS~~Company JVhas ~~will~~joined ~~utilize~~three ~~Scout’s existing infrastructure assets including water disposal, gas gathering~~other ~~and~~parties ~~helium processing as part of the Farmout Agreement. The Farmout Agreement provides our JV with rights~~ to ~~take~~explore ~~in-kind,~~for and ~~market its~~develop ~~share~~potential ofoil, ~~helium~~natural atgas, ~~the~~noble ~~tailgate~~gases ofand ~~Jayhawk~~brine ~~Gas~~minerals ~~Plant.~~on ~~AMGAS JV will be able to market and sell~~ the ~~helium~~properties ~~produced~~underlying ~~at prevailing~~the ~~market~~Farmout ~~prices~~Agreement by(collectively ~~taking~~the ~~its~~“Hugoton ~~helium in-kind~~JV”).

The Farmout Agreement covers drilling and completion of up to 50 wells, with the first exploratory well spudded on May 7, 2022. The Hugoton JV will utilize Scout’s existing infrastructure assets including water disposal, gas gathering and helium processing. The Farmout Agreement provides the Hugoton JV with rights to take in-kind and market its share of helium at the tailgate of Jayhawk Gas Plant, which will enable the Hugoton JV to market and sell the helium produced at prevailing market prices.

~~Nicaraguan~~The ~~Concessions~~Hugoton JV also acquired the right to all brine minerals subject to a ten percent (10%) royalty to Scout, across Finney and Haskell Counties. Brine minerals are harvested from the formation water produced from active, and to be drilled, oil and gas wells and may include a variety of dissolved minerals including bromine and iodine. The Hugoton JV plans to target brine minerals with commercial quantities of bromine and iodine. The Company through the Hugoton JV is currently developing proprietary technology to recover brine minerals, particularly with respect to bromine, which is well underway and has demonstrated recovery efficiency and is expected to be available for use in existing and future development wells.

WeThe ~~began~~Hugoton ~~pursuing~~JV anbelieves ~~oil~~that ~~and~~its ~~gas~~unconventional ~~exploration~~theory ~~opportunity~~has innot ~~offshore~~previously ~~Nicaragua~~been intargeted ~~the~~for ~~Caribbean~~exploration ~~Sea~~by historical operations in ~~1999~~the field. ~~Since~~The ~~then~~initial exploratory well was spud on May 7, we2022 ~~have~~near ~~built~~Garden ~~relationships~~City, Kansas, with production casing set after testing and completion logs identified at least two potential zones with substantial gas and helium reserves. The initial well was completed upon the ~~Instituto~~successful ~~Nicaraguense~~perforation deacross ~~Energia~~two ~~(“INE”)~~lower ~~and~~intervals ~~undertook~~of the ~~geological~~Chase ~~and~~group ~~geophysical~~of ~~research~~formations. ~~that~~The ~~helped~~fracture usstimulation towas completed ~~become~~in ~~one~~two ofstages ~~only~~during ~~six~~June ~~companies~~2022. ~~qualified~~The well was connected to ~~bid~~the pipeline and commenced commercial production and sale of natural gas, natural gas liquids and helium on ~~offshore~~August ~~blocks~~17, in2022. ~~the~~The ~~first~~Company ~~international~~is ~~bidding~~continuing ~~round~~to ~~held~~evaluate bythe ~~INE~~initial inflows ~~January~~of both natural gas, ~~2003~~natural gas liquids and helium to determine its plan for additional wells on the farmout.

OnThe ~~March~~Company 5,performed ~~2009,~~the weceiling ~~acquired~~test ~~the~~to ~~Concessions.~~assess ~~After~~potential ~~the~~impairment ~~acquisition~~ of the ~~Concessions,~~capitalized wecosts ~~conducted~~relative anto ~~environmental~~its ~~study~~Hugoton ~~and~~Gas ~~developed~~Field Project. ~~geological~~The ~~information~~ceiling ~~from~~test ~~the~~indicated ~~reprocessing~~an ~~and~~impairment ~~additional~~charge ~~evaluation~~ of ~~existing~~$192,762 ~~2-D~~was ~~seismic~~required ~~data~~to ofreduce the ~~Concessions.~~total Incapitalized ~~April~~costs ~~2013~~to $88, ~~the~~687 ~~Nicaraguan~~as ~~government~~of ~~formally~~December 31, ~~approved~~2022. ~~our environmental impact assessment~~Accordingly, atthe ~~which~~Company ~~time~~has werecorded ~~had commenced significant activity under~~ an ~~initial~~impairment ~~work~~charge ~~plan involving the acquisition~~ of ~~new~~$192,762 ~~seismic~~to ~~data~~reduce on the ~~Concessions.~~capitalized Wetangible ~~undertook~~and ~~seismic~~intangible ~~shoots during late~~costs ~~2013~~related ~~that~~to ~~resulted~~its inHugoton ~~the~~Gas ~~acquisition~~Field ofproperties ~~new 2-D and 3-D seismic data and had reviewed it~~ to ~~select~~$88,687 ~~initial~~as ~~drilling~~of ~~sites~~December ~~for~~31, ~~exploratory wells~~2022.

WeInvestment ~~were~~ in default of various provisions of the Concessions agreements for several years and the Nicaraguan government subsequently terminated the Concessions agreements. We had been seeking a resolution of these defaultsGMDOC, including the ability to renew and/or renegotiate the terms of the Concessions contracts, with the Nicaraguan government to permit us to cure such defaults. However, the Nicaraguan political climate and domestic issues, as well other factors, caused the Company to abandon such efforts and the Concessions in 2020. As a result, as of the date of this Annual Report on Form 10-K, the Concessions agreements are no longer in effect and the Company has abandoned all of its efforts to renew and/or renegotiate the terms of the Concessions agreements with the Nicaraguan government to cure such defaults.LLC

~~Recent~~On ~~Developments~~May 3, 2022, the Company entered into an operating agreement (the “Operating Agreement”) pursuant to which the Company acquired 17 (or 60.7143%) of 28 limited liability membership interests (the “Interests”) in GMDOC, LLC, a Kansas limited liability company (“GMDOC”), for an aggregate purchase price of $4,037,500, and was subsequently admitted as a member of GMDOC.

~~Name~~With ~~change~~respect to its cash capital contribution, the Company paid a non-refundable cash deposit for the membership interests in the amount of $50,000 on May 3, 2022. The Company paid the remainder of the cash contribution for the membership interests, or $800,000, on May 16, 2022. The remainder of the Company’s capital contribution, or $3,187,500, was financed by the Bank Loan (as defined below).

AtGMDOC ~~the~~had ~~Annual~~previously ~~Meeting~~acquired 70% of ~~Stockholders~~the ~~held~~working oninterests ~~October~~(the ~~13,~~“Acquisition”) ~~2021,~~in certain oil and gas leases (the ~~stockholders~~“GMDOC Leases”) ~~approved~~from Castelli Energy, L.L.C., an ~~amendment~~Oklahoma limited liability company (“Castelli”). The GMDOC Leases cover approximately 10,000 toacres located in Southern Kansas near the ~~Company’s~~Oklahoma ~~Certificate~~border. The GMDOC Leases currently produce approximately 100 barrels of ~~Incorporation,~~oil ~~changing~~per day ~~the~~and ~~Company’s~~1.5 ~~name~~million tocubic ~~American~~feet ~~Noble~~of ~~Gas,~~natural ~~Inc~~gas per day on a gross basis.

~~Stockholder~~GMDOC ~~Written~~is ~~Consent~~managed ~~Amendment~~by two members: Darrah Oil Company, LLC, and Grand Mesa Operating Company, (collectively the “Managing Members”), which also serve as the operating companies under the GMDOC Leases.

~~At the~~USNG ~~Annual~~Letter Meeting of Stockholders held on October 13, 2021, the stockholders approved an amendment to the Company’s Certificate of Incorporation, removing the provision providing that any action taken by the stockholders by written consent in lieu of a meeting requires that all of the Company’s stockholders entitled to vote on such action consent in writing thereto.Agreement

~~Securities~~On November 9, 2021, the ~~Authorized~~Company entered into a letter agreement (the “USNG Letter Agreement”) with U.S. Noble Gas, LLC (“USNG”), pursuant to which USNG provides consulting services to the Company for ~~Issuance~~exploration, ~~under~~testing, ~~Equity~~refining, ~~Compensation~~production, ~~Plans~~marketing and distribution of various potential reserves of noble gases and rare earth element/minerals on the Company’s recently acquired 11,000-care oil and gas properties in the Otis Albert Field located on the Properties. The USNG Letter Agreement would cover all of the noble gases, specifically helium, and rare earth elements/minerals potentially existing on the Properties and the Company’s future acquisitions, if any, including the Hugoton Gas Field.

AtThe USNG Letter Agreement ~~the~~also ~~Annual~~provided ~~Meeting~~that ofUSNG ~~Stockholders~~would ~~held~~supply ona ~~October~~large ~~13,~~vessel ~~2021~~designed for flows up to 5,000 ~~the~~barrels ~~stockholders~~of ~~approved~~water ~~the~~per ~~American~~day ~~Noble~~at ~~Gas~~low pressures, ~~Inc.~~known ~~2021~~as a ~~Stock~~gas ~~Option and~~extraction/separator ~~Restricted~~unit. ~~Stock~~The ~~Plan~~gas ~~(the~~extraction/separator ~~“2021~~unit ~~Plan”)~~is ~~and~~a wedewatering ~~reserved~~vessel ~~5,000,000~~that ~~shares~~the ofCompany ~~Common~~may ~~Stock~~use for ~~issuance~~multiple ~~under~~wells in the ~~2021 Plan~~future.

~~Reincorporation~~The USNG Letter Agreement required the Company to establish a four-member board of advisors (the “Board of Advisors”) comprised of various experts in noble ~~Nevada~~gas and rare earth elements/minerals. The Board of Advisors will help attract both industry partners and financial partners for developing a large helium, noble gas and/or rare earth element/mineral resources that may exist in the region where the Company currently operates. The industry partners would include helium, noble gas and/or rare earth element/mineral purchasers and exploration and development companies from the energy industry. The financial partners may include large family offices or small institutions.

~~On December~~Pursuant ~~7, 2021, pursuant~~ to ~~an agreement and plan of merger (~~the ~~“Agreement~~USNG ~~and Plan of Merger”)~~Letter Agreement, ~~American Noble Gas, Inc., a Delaware corporation (~~the ~~“Predecessor”),~~Company ~~merged~~will ~~with~~pay ~~and~~USNG ~~into~~a ~~its wholly owned subsidiary~~$8,000 ~~American~~monthly ~~Noble~~cash ~~Gas~~fee ~~Inc,~~beginning aat ~~Nevada corporation (“AMGAS-Nevada” and/or~~ the ~~“Company”)~~onset ~~with~~of ~~AMGAS-Nevada~~commercial ~~continuing~~helium asor ~~the~~minerals ~~surviving~~production ~~corporation.~~and ~~In conjunction with the merger~~sales, ~~AMGAS-Nevada~~subject ~~succeeded~~ to ~~the~~certain ~~assets,~~thresholds. ~~continued~~Such ~~the~~monthly ~~business~~fees ~~and~~will ~~assumed~~become ~~the~~due ~~rights~~ and ~~obligations~~payable ~~of the~~for ~~Predecessor~~any ~~existing~~month ~~immediately~~that ~~prior to~~ the ~~merger.~~Company ~~The~~receives ~~merger~~cash ~~was~~receipts in ~~consummated~~excess ~~by the filing~~ of ~~a Certificate of Merger on December 7~~$25,000 ~~2021~~derived ~~with~~from the ~~Secretary~~sale of ~~State~~noble ofgases ~~the State of Delaware~~ and/or ~~Articles~~rare ofearth ~~Merger with the Secretary of State of the State of Nevada~~elements/minerals. The ~~Agreement~~Company ~~and~~has ~~Plan~~not ofyet ~~Merger~~achieved ~~and transactions contemplated thereby were adopted by~~ the ~~holders of a majority of the outstanding shares of the Predecessor’s common stock, par value~~ $~~0.0001 per share (“Common Stock”)~~25,000 cash ~~and/or~~receipts ~~Series A Convertible Preferred Stock~~threshold, ~~par value $0.0001 per share (“Series A Convertible Preferred Stock”)~~therefore, onthere anhas ~~as-converted~~been ~~common~~no ~~stock~~payment ~~basis,~~or byaccrual ~~written consent~~liability inrelative ~~lieu~~to ofthis acash ~~special~~fee ~~meeting~~provision ofthrough ~~stockholders~~December 31, ~~in accordance with the Delaware General Corporation Law~~2022.

The USNG Letter Agreement has an initial term of 5 years, which shall thereafter continue for successive one-year periods, provided that there is no uncured breach, unless otherwise terminated by either party upon a written notice of intent to non-renew.

In consideration for the consulting services to be rendered and pursuant to the terms of the USNG Letter Agreement, the Company issued warrants to purchase, in the aggregate, 2,060,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), at an exercise price of fifty ($0.50) to three of USNG’s principal consultants and four third-party service providers. The Company also issued warrants to purchase, in the aggregate, 1,200,000 shares of Common Stock at fifty cents ($0.50) per share exercise price to three members of the Board of Advisors (as defined in the USNG Letter Agreement). The Company granted a total of 3,260,000 warrants to purchase its Common Stock with an exercise price of fifty cents ($0.50) per share in connection with the USNG Letter Agreement and the arrangements described therein. The warrants expire five years after the date of the USNG Letter Agreement.

~~Pursuant~~Recent to the Agreement and Plan of Merger, (i) each outstanding share of the Predecessor’s common stock automatically converted into one share of common stock, par value $0.0001 per share, of AMGAS-Nevada, (ii) each outstanding share of the Predecessor’s Series A Convertible Preferred Stock automatically converted into one share of Series A Convertible Preferred Stock, par value $0.0001 per share, of AMGAS-Nevada, and (iii) each outstanding option, right or warrant to acquire shares of the Predecessor common stock converted into an option, right or warrant to acquire an equal number of shares of AMGAS-Nevada common stock under the same terms and conditions as the original options, rights or warrants.Developments

~~Similar~~Designation ~~to the shares~~ of common stock of the Predecessor prior to the merger, the shares of AMGAS-Nevada common stock are quoted on the OTCQB tier operated by the OTC Markets Group Inc. under the symbol “IFNY”. In accordance with the Agreement and Plan of Merger, each outstanding certificate previously representing shares of the Predecessor’s common stock or Series AB ~~Preferred~~Convertible ~~Stock automatically represents, without any action of the Predecessor’s stockholders, the same number of shares of AMGAS-Nevada common stock or Series A~~ Preferred Stock~~, as applicable.~~

~~Pursuant to~~On May 3, 2023, the ~~Agreement~~Company ~~and~~filed ~~Plan~~the Certificate of ~~Merger,~~Designation (the ~~directors~~“Certificate ~~and~~of ~~officers~~Designation”) ofwith the ~~Predecessor~~Secretary ~~immediately~~of ~~prior~~State toof the ~~merger~~State ~~became~~of Nevada (the ~~directors~~“Nevada Secretary ~~and~~of ~~officers~~State”), ofestablishing ~~AMGAS-Nevada~~the ~~and~~rights, ~~continued~~preferences, ~~their~~privileges, ~~respective~~qualifications, ~~directorship~~restrictions, orand ~~services~~limitations ~~with~~relating to the ~~Company~~Series B onConvertible Preferred Stock, par value $0.0001 per share (the ~~same~~“Series ~~terms~~B asConvertible ~~their~~Preferred ~~respective directorship~~Stock). orThe ~~services~~Certificate ~~with~~of ~~the~~Designation became ~~Predecessor~~effective ~~immediately~~upon ~~prior~~filing towith the ~~merger~~Nevada Secretary of State.

AsPursuant ato ~~result~~the provisions of the ~~merger~~Certificate of Designation of Preferences, Rights and Limitations of the ~~internal~~Series ~~affairs~~B Preferred Stock (the “Certificate of Designation”) the Company ~~ceased~~is authorized to beissue ~~subject~~up to 30,000 shares of Series B Preferred from time to time with a Stated Value/Liquidation Value of $100 per share. Each share of Series B Preferred Stock is convertible, at the ~~Delaware~~option ~~General~~of ~~Corporation~~the ~~Law~~holders orthereof, ~~governed~~at any time, subject to certain beneficial ownership limitations, into shares of Common Stock determined on a per share basis by dividing the ~~Predecessor’s~~Stated Value of such share of Preferred Stock (as such term is defined in the Certificate of ~~Incorporation~~Designation) ~~and~~by ~~bylaws~~the Conversion Price (as such term is defined in the Certificate of Designation), which Conversion Price is subject to certain adjustments. AsIn addition, the Certificate of Designation also provides for the ~~December~~payment 7of dividends, ~~2021~~in (I) cash, ~~effective~~or ~~date~~(ii) shares of ~~the~~Common ~~merger~~Stock, to the ~~Company~~holders of the Series B Preferred isStock, ~~now~~of ~~subject~~8% toper annum, based on the ~~Nevada~~Stated ~~Revised~~Value, ~~Statutes~~until ~~and~~the isearlier ~~governed~~of by(i) the date on which the shares of Series B Preferred Stock are converted to Common Stock or (ii) date the Company’s ~~articles~~obligations under the Certificate of ~~incorporation~~Designation have been satisfied in full. The shares of Series B Preferred Stock also (i) vote on an as-converted to Common Stock basis, subject to certain beneficial ownership limitations, (ii) are redeemable at the ~~“Articles~~option of the Company at any time, (iii) rank senior to the Common Stock and any class or series ~~Incorporation”~~of capital stock created after the Series B Preferred Stock and (iv) have a special preference upon the liquidation of the Company.

~~All~~Issuance ~~references~~of toSeries ~~the~~B ~~Company~~Convertible inPreferred ~~this Annual Report on Form 10-K refer to the Predecessor prior to the merger, and AMGAS-Nevada subsequent to the merger.~~Stock

May 2023 Issuance - On May 4, 2023, the Company entered into a securities purchase agreement with three (3) accredited investors providing for an aggregate investment of $750,000 by the investors for the issuance by the Company to them of (i) 7,500 shares of Series B Convertible Preferred Stock with a stated/liquidation value of $100 per share (the “May 2023 Series B Convertible Preferred Stock”); and (ii) warrants, with a term of five and a half (5.5) years, exercisable six (6) months after issuance, to purchase an aggregate of up to 15,000,000 shares of Common Stock at an exercise price of five ($0.05) cents per share, subject to customary adjustments thereunder. The 7,500 shares of May 2023 Series B Convertible Preferred Stock are convertible into an aggregate of up to 15,000,000 shares of Common Stock. Holders of the warrants may exercise the warrants by paying the applicable cash exercise price or, if there is not an effective registration statement for the sale of the shares of Common Stock underlying the warrants within six (6) months following the closing date, as defined in the warrants, by exercising on a cashless basis pursuant to the formula provided in the warrants. The Company intends to use the proceeds of the May 2023 Series B Convertible Preferred Stock offering for development of Hugoton Gas Field and Central Kansas Uplift Properties and for general working capital purposes.

AtThe ~~the~~Company ~~Annual~~also ~~Meeting~~entered ofinto ~~Stockholders~~that ~~held~~certain onregistration ~~October~~rights 13agreement, ~~2021,~~pursuant to which the ~~stockholders~~Company ~~approved~~agreed anto ~~amendment~~file a registration tostatement ~~the~~within ~~Company’s~~forty-five ~~Certificate~~(45) ofdays ~~Incorporation,~~following ~~increasing~~the closing of the ~~Company’s~~May ~~authorized~~2023 Series B Convertible Preferred Stock transaction, to register the shares of Common Stock, ~~from~~issuable ~~75,000,000~~upon the conversion of the May 2023 Series B Convertible Preferred Stock and the common ~~shares~~stock underlying the warrants. The Company is to ~~500~~use its best efforts to cause such registration statement to be declared effective within forty-five (45) days after the filing thereof,~~000,000~~ ~~shares~~but in any event no later than the ninetieth (90th) calendar day following the closing of issuance of the May 2023 Series B Convertible Preferred Stock.

On May 5, 2022, Ozark Capital, LLC (“Ozark”) acquired 2,500 shares of Series B Preferred Stock (convertible into 5,000,000 shares of Common Stock), together with warrants to acquire 5,000,000 shares of Common Stock at five cents ($0.05) per share for a total cash contribution of $250,000. Ozark and its affiliates hold over 10% of the shares of the Company’s Common Stock as of December 31, 2022. Accrued dividends on the Class A Convertible Preferred Stock attributable to Ozark were $11,080 and $8,523 for the years ended December 31, 2022 and 2021, respectively. The Company has outstanding accrued and unpaid preferred dividends totaling $5,601 and $ — relative to Ozark’s Series A Preferred Stock as of December 31, 2022 and 2021, respectively.

The Securities Purchase Agreement also contains customary representations, warranties and agreements of the Company and the Investors and customary indemnification rights and obligations of the parties thereto.

Resignation and Appointment of Officers

Resignation of Stanton E. Ross- On May 5, 2023, in connection with the closing of the May 2023 Series B Convertible Preferred Stock, Stanton E. Ross, the Company’s Chief Executive Officer and President, resigned from his positions with the Company.

Resignation of Daniel F. Hutchins- On May 5, 2023, in connection with the closing of the May 2023 Series B Convertible Preferred Stock, Daniel F. Hutchins, the Company’s Chief Financial Officer, resigned from his position with the Company.

Appointment of Thomas J. Heckman as Chief Executive Officer and Chief Financial Officer- On May 2, 2023, in connection with the anticipated closing of the May 2023 Series B Convertible Preferred Stock the Company’s Board of Directors appointed Thomas Heckman to the positions of Chief Executive Office and Chief Financial Officer of the Company to replace Mr. Ross and Mr. Hutchins, effective May 5, 2023.

Issuance of Series A Convertible Preferred Stock

OnMarch 2021 Issuance - On March 1626, 2021, the Company ~~approved~~entered ~~and~~into ~~filed~~ a ~~Certificate~~securities ofpurchase ~~Designation~~agreement ofwith ~~Preferences,~~five ~~Rights~~(5) ~~and~~accredited ~~Limitations~~investors ofproviding for ~~the~~an ~~Series~~aggregate Ainvestment ~~Convertible Preferred~~of ~~Stock~~$2,050,000 ~~(“COD”).~~by ~~The~~the ~~COD~~investors ~~provides~~ for the issuance ofby upthe Company to 27them of (i) 22,~~778~~776 shares of Series A Convertible Preferred Stock , par value $0.001 per share with a stated/liquidation value of $100 per share. ~~Pursuant to~~ (the ~~provisions~~“March of2021 ~~the COD, the~~ Series A Convertible Preferred Stock is”); ~~convertible~~and (ii) warrants, atwith ~~the~~a ~~option~~term of ~~the~~five ~~holders~~and ~~thereof,~~a athalf ~~any~~(5.5) ~~time~~years, ~~subject~~exercisable tosix ~~certain~~(6) ~~beneficial~~months ~~ownership~~after ~~limitations~~issuance, ~~into~~to ~~shares~~purchase ofan ~~Common~~aggregate of ~~Stock~~up ~~determined~~to on5,256,410 ashares ~~per~~of ~~share~~Common ~~basis~~Stock byat ~~dividing~~an ~~the~~exercise ~~$100~~price ~~stated/liquidation value~~ of ~~such~~thirty-nine ~~share of the Series A Convertible Preferred Stock by the~~ ($0.3239) per share ~~conversion price~~, ~~which conversion price is~~ subject to ~~certain~~customary adjustments thereunder. The InMarch ~~addition,~~2021 ~~the~~Series ~~COD~~A ~~provides for~~Convertible ~~the~~Preferred ~~payment~~Stock ofis ~~10%~~convertible ~~per~~into ~~annum~~an ~~cumulative~~aggregate ~~dividends,~~of inup ~~(i)~~to ~~cash~~7,117,500 ~~or (ii)~~ shares of Common Stock,. toHolders of the ~~holders~~warrants ofmay ~~the~~exercise ~~Series~~them Aby ~~Convertible Preferred~~paying ~~Stock~~the ~~based~~applicable oncash ~~the~~exercise ~~stated/liquidation~~price ~~value~~or, ~~until~~if ~~the~~there ~~earlier~~is ofnot ~~(i)~~an ~~the~~effective ~~date~~registration onstatement for ~~which~~ the ~~shares~~sale of ~~Series~~the Ashares ~~Convertible Preferred~~of Common Stock ~~are~~underlying ~~converted~~the towarrants ~~common~~within ~~stock~~six or (ii6) ~~date~~months ~~the~~following ~~Company’s obligations under~~ the ~~COD~~closing ~~have~~date, ~~been~~as ~~satisfied~~defined in ~~full.~~the ~~The~~warrants, ~~shares~~by ofexercising ~~Series~~on Aa ~~Convertible~~cashless ~~Preferred~~basis ~~Stock~~pursuant ~~also~~to ~~(i)~~the ~~vote~~formula onprovided anin ~~as-converted~~the towarrants. ~~Common~~Net ~~Stock~~proceeds ~~basis,~~from ~~subject~~the toissuance ~~certain~~of ~~beneficial~~March ~~ownership~~2021 ~~limitations,~~Series ~~(ii)~~A ~~are~~Convertible ~~subject~~Preferred toStock ~~mandatory~~totaled ~~conversion~~$1,929,089 ~~into~~after ~~Common~~deducting ~~Stock upon~~ the ~~closing~~placement ofagent ~~any~~fee ~~equity~~and ~~financing~~other ~~transaction consummated~~expenses ~~after~~of the ~~original~~offering. The ~~issue~~Company ~~date,~~used ~~pursuant to which~~ the ~~Company raises gross~~ proceeds of ~~not~~the ~~less~~March ~~than~~2021 ~~$5,000,000,~~Series ~~(iii)~~A ~~rank senior~~Convertible toPreferred ~~the Common~~ Stock ~~and~~offering ~~any~~to ~~class~~complete orthe ~~series~~acquisition and development of ~~capital~~the ~~stock~~Properties, ~~created~~to ~~after~~pay-off ~~the~~certain ~~Series~~outstanding Aconvertible ~~Convertible~~notes ~~Preferred~~payable ~~Stock~~(see ~~and~~Note ~~(iv~~4) ~~have a~~and ~~special~~for ~~preference~~general ~~upon~~working ~~the~~capital ~~liquidation of the Company~~purposes.

The Company also entered into that certain registration rights agreement, pursuant to which the Company agreed to file a registration statement within forty-five (45) days following the closing of the acquisition of the Properties, which occurred on April 1, 2021, to register the shares of Common Stock underlying the warrants. The Company is to use its best efforts to cause such registration statement to be declared effective within forty-five (45) days after the filing thereof, but in any event no later than the ninetieth (90^th) calendar day following the closing of the acquisition of the Properties, which occurred on April 1, 2021. The Company completed the required registration of these shares on Form S-1, which the Securities and Exchange Commission declared effective on August 4, 2021.

The holders of the March 2021 Series A Convertible Preferred Stock agreed to a 4.99% beneficial ownership cap that limits the investors’ ability to convert its March 2021 Series A Convertible Preferred Stock and/or exercise its Common Stock purchase warrants. Such limitation can be raised to 9.99% upon 60 days advance notice to the Company.

The Company has accrued preferred dividends totaling $199,300 and $174,449 relative to the March 2021 Series A Convertible Preferred Stock which was charged to additional paid in capital during the years ended December 31, 2022 and 2021, respectively. The Company has outstanding accrued and unpaid preferred dividends totaling $44,805 and $— relative to the March 2021 Series A Convertible Preferred Stock as of December 31, 2022 and 2021, respectively.

The holders of March 2021 Series A Convertible Preferred Stock exercised their rights to convert a total of 3,000 shares of March 2021 Series A Convertible Preferred Stock into 937,500 shares of Common Stock during the year ended December 31, 2022. The holders exercised their rights to convert a total of 700 shares of March 2021 Series A Convertible Preferred Stock into 218,750 shares of Common Stock during the year ended December 31, 2021.

On March 26, 2021, Ozark acquired 1,111 shares of March 2021 Series A Convertible Preferred Stock (convertible into 347,188 shares of Common Stock), together with warrants to acquire 256,410 shares of Common Stock at fifty cents ($0.50) per share for a total cash of $100,000. Ozark and its affiliates hold over 10% of the shares of the Company’s Common Stock as of December 31, 2022. Accrued dividends attributable to Ozark Capital, LLC were $11,080 and $8,523 for the years ended December 31, 2022 and 2021 respectively. The Company has outstanding accrued and unpaid preferred dividends totaling $2,800 and $— relative to the Ozarks Series A Convertible Preferred Stock as of December 31, 2022 and 2021, respectively.

OnAll ~~March~~holders ~~26, 2021, the Company entered into a Securities Purchase Agreement with five (5) accredited investors providing for an aggregate investment~~ of ~~$2,050,000 by~~ the ~~investors~~March ~~for~~2021 ~~the issuance by the Company to them of (i) 22,776 shares of~~ Series A Convertible Preferred Stock, ~~with~~including ~~a stated/liquidation value of $100 per share; and (ii) warrants~~Ozark, ~~with~~have aagreed ~~term~~to ~~of five and~~ a ~~half (5~~4.5)99% ~~years,~~beneficial ~~exercisable six~~ownership ~~(6)~~cap ~~months~~that ~~after~~limits ~~issuance,~~the toinvestors’ ~~purchase~~ability ~~an aggregate of up~~ to ~~5,256,410~~convert ~~shares~~its ~~of Common Stock at an exercise price of $0.39 per share, subject to customary adjustments thereunder. The~~ Series A Convertible Preferred Stock isand/or ~~convertible~~exercise ~~into~~its ~~an aggregate of up to 7,117,500 shares of~~ Common Stock. ~~Holders of the warrants may exercise them by paying the applicable cash exercise price or, if there is not an~~purchase ~~effective registration statement for the sale of the warrant shares within six (6) months following the Closing Date, as defined in the~~ warrants~~, by exercising on a cashless basis pursuant to the formula provided in the warrants~~. ~~Net~~Such ~~proceeds~~limitation ~~from~~can ~~the~~be ~~issuance~~raised of Series A Convertible Preferred Stock totaled $1,929,089 after deducting the placement agent fee and other expenses of the offering. The Company used the proceeds of the Series A Convertible Preferred Stock offering to ~~complete the acquisition and development of the Properties, to pay-off the 8~~9.99% ~~convertible~~upon ~~note~~60 ~~payable~~days’ ~~issued~~advance innotice ~~August 2020 and for general working capital purposes. On July 21, 2021, the Company filed a registration statement on Form S-1~~ to ~~register~~ the ~~shares of Common Stock upon conversion of the Series A Convertible Preferred Stock and the shares of Common Stock underlying such warrants~~Company.

The holders ofconverted ~~the Series A Convertible Preferred Stock agreed to~~ a ~~4.99%~~total ~~beneficial~~of ~~ownership~~3,000 ~~cap~~and ~~that~~700 ~~limits the investors’ ability~~shares toof ~~convert its~~ Series A ~~Convertible~~ Preferred Stock ~~and/or~~into ~~exercise its~~ common stock ~~purchase~~during ~~warrants.~~the ~~Such~~years ~~limitation~~ended ~~can~~December be31, ~~raised to~~2022 ~~9.99%~~and ~~upon~~2021, ~~60 days advance notice to the Company~~respectively.

8%June 2022 Issuance - On June 15, 2022, the Company entered into a securities purchase agreement with an accredited investor providing for an aggregate investment of $500,000 by the investor for the issuance by the Company of (i) 5,000 shares of Series A Convertible ~~Note~~Preferred Stock ~~Issuances~~with a stated/liquidation value of $100 per share (the “June 2022 Series A Convertible Preferred Stock”); and (ii) warrants, with a term of five and a half (5.5) years, exercisable six (6) months after issuance, to purchase an aggregate of up to 1,666,667 shares of Common Stock at an exercise price of thirty cents ($0.30) per share, subject to customary adjustments thereunder. The June 2022 Series A Convertible Preferred Stock is convertible into an aggregate of up to 1,562,500 shares of Common Stock. The holder of the warrants may exercise them by paying the applicable cash exercise price or, if there is not an effective registration statement for the sale of the shares of Common Stock underlying the warrants within six (6) months following the closing date, as defined in the warrants, by exercising on a cashless basis pursuant to the formula provided in the warrant. Net proceeds from the issuance of the June 2022 Series A Convertible Preferred Stock totaled $500,000. The Company used the proceeds of the June 2022 Series A Convertible Preferred Stock offering to pay-off certain outstanding convertible notes payable and for general working capital purposes.

OnThe ~~August 30, 2021 and October 29, 2021, the~~ Company also entered into ~~two~~that ~~Securities~~certain ~~Purchase~~registration ~~Agreements~~rights ~~with one and three~~agreement, ~~respectively,~~pursuant ~~accredited investors~~to ~~for~~which the Company’s ~~Senior~~agreed ~~Unsecured~~to ~~Convertible~~file ~~Promissory~~a ~~Notes~~registration ~~due~~statement within ~~October~~forty-five ~~29, 2022~~ (~~the “8% Notes”~~45), ~~with an~~days ~~aggregate~~following ~~principal~~the ~~face~~closing ~~amount~~ of ~~approximately~~the ~~$650,000.~~of ~~The~~the 8%June ~~Notes~~2022 ~~are,~~Series ~~subject~~A toPreferred ~~certain conditions~~Stock, ~~convertible~~which ~~into~~occurred anon ~~aggregate of~~June 115,~~300,000~~ ~~shares of Common Stock~~2022, ~~at a price of $0.50 per share. The Company also issued five and one half-year Common Stock purchase~~ ~~warrants~~ to ~~purchase~~register upthe ~~to 1,850,000~~ shares of Common Stock atunderlying anthe ~~exercise price of $0~~warrants.50 ~~per~~The ~~share,~~Company ~~subject~~is to ~~customary~~use ~~adjustments which~~its ~~are~~best ~~immediately~~efforts ~~exercisable.~~to ~~The~~cause ~~investors~~such ~~purchased~~registration ~~the~~statement to 8%be ~~Notes~~declared ~~and~~effective ~~the~~within ~~warrants~~forty-five ~~from~~(45) ~~the~~days ~~Company~~after ~~for~~the anfiling ~~aggregate purchase price of $650~~thereof,~~000~~ ~~and~~but ~~the~~in ~~proceeds~~any ~~were~~event ~~used~~no ~~for~~later ~~general~~than ~~working~~the ~~capital~~ninetieth ~~purposes. The 8% Notes bear interest at a rate of 8% per annum. A~~(90th) ~~discount~~calendar ~~was~~day ~~recorded~~following ~~for~~ the ~~estimated~~closing ~~fair value~~ of the ~~detachable warrants issued~~offering, which ~~will~~occurred beon ~~amortized~~June to15, ~~interest expense over the term of the 8% Notes using the interest method~~2022.

~~Debt~~The ~~Settlement~~holder ~~Agreements~~of ~~and~~the ~~Issuance~~June of2022 3Series A Convertible Preferred Stock agreed to a 4.99% beneficial ownership cap that limits the investors’ ability to convert its June 2022 Series A Convertible ~~Promissory~~Preferred ~~Notes~~Stock ~~Payable~~and/or exercise its Common Stock purchase warrants. Such limitation can be raised to 9.99% upon 60 days advance notice to the Company.

OnThe ~~March 31, 2021, the~~ Company ~~entered~~has ~~into~~accrued ~~debt~~preferred ~~settlement~~dividends ~~agreements~~totaling ~~(the “Debt Settlement Agreements”) with six creditors (five of which were related parties)~~$27,260 ~~which extinguished accounts payable~~ and ~~accrued liabilities totaling~~ $~~2,866,497~~-0- inrelative ~~exchange~~to ~~for~~ the ~~issuance~~June of2022 ~~$28,665~~Series inA ~~principal balance of 3%~~ Convertible ~~Promissory~~Preferred ~~Notes~~Stock ~~(the~~which was ~~“3%~~charged ~~Notes”) with detachable warrants~~ to ~~purchase~~additional ~~5,732,994~~paid ~~shares~~in ofcapital ~~Common~~during ~~Stock~~the ~~for~~years ~~$0.50~~ended ~~per~~December ~~share.~~31, ~~The~~2022 ~~3% Notes allow for prepayment at any time with all principal~~ and ~~accrued~~ ~~interest becoming due and payable at maturity on March 30~~2021, ~~2026 (“3% Notes Maturity Date”)~~respectively. The 3%Company ~~Notes~~has ~~are convertible~~outstanding asaccrued ~~to principal~~ and ~~any~~unpaid ~~accrued~~preferred ~~interest,~~dividends attotaling ~~the option of the holder~~$27,260 ~~into~~and ~~shares~~$ of— ~~the~~relative ~~Company’s Common Stock at any time after the issue date and prior~~ to the ~~close~~June of2022 ~~business~~Series onA ~~the~~Convertible ~~business~~Preferred ~~day~~Stock as ~~preceding the 3% Notes Maturity Date at the rate~~ of ~~fifty~~December ~~cents ($0.50) per share~~31, ~~subject~~2022 ~~to normal~~ and ~~customary~~2021, ~~adjustment~~respectively.

AnThere ~~aggregate of $2,577,727 of the total accounts payable and accrued liabilities that~~ were ~~extinguished~~no ~~were~~conversions ~~with~~during the ~~five~~years ~~related~~ended ~~parties. Such~~December ~~related parties were issued $25~~31,~~777~~ ~~principal~~2022 ~~balance of the 3% Notes~~ and ~~warrants to purchase 5,155,454 shares of Common Stock in exchange for the extinguishment of their respective debt obligations~~2021.

August/September 2022 Issuances – During August and September 2022, the Company entered into a securities purchase agreement with three accredited investors providing for an aggregate investment of $145,000 by the investors for the issuance by the Company of (i) 1,450 shares of Series A Convertible Preferred Stock with a stated/liquidation value of $100 per share (the “August/September 2022 Series A Convertible Preferred Stock”); and (ii) warrants, with a term of five and a half (5.5) years, exercisable six (6) months after issuance, to purchase an aggregate of up to 483,332 shares of Common Stock at an exercise price of thirty ($0.30) per share, subject to customary adjustments thereunder. The August/September 2022 Series A Convertible Preferred Stock is convertible into an aggregate of up to 453,125 shares of Common Stock. The holders of the warrants may exercise them by paying the applicable cash exercise price or, if there is not an effective registration statement for the sale of the shares of Common Stock underlying the warrants within six (6) months following the closing date, as defined in the warrants, by exercising on a cashless basis pursuant to the formula provided in the warrant. Net proceeds from the issuance of the August/September 2022 Series A Convertible Preferred Stock totaled $145,000. The Company used the proceeds of the August/September 2022 Series A Convertible Preferred Stock offering to pay-off certain outstanding convertible notes payable and for general working capital purposes.

The holders of the August/September 2022 Series A Convertible Preferred Stock agreed to a 4.99% beneficial ownership cap that limits the investors’ ability to convert its August/September 2022 Series A Convertible Preferred Stock and/or exercise its Common Stock purchase warrants. Such limitation can be raised to 9.99% upon 60 days advance notice to the Company.

~~Issuance~~The ofCompany ~~Shares~~has ofaccrued ~~Common~~preferred dividends totaling $5,059 and $-0- relative to the August/September 2022 Series A Convertible Preferred Stock which was charged to additional paid in ~~April~~capital during the years ended December 31, 2022 and 2021, respectively. The Company has outstanding accrued and unpaid preferred dividends totaling $5,059 and $ — relative to the August/September 2022 Series A Convertible Preferred Stock as of December 31, 2022 and 2021, respectively.

~~On April~~There 1,were ~~2021,~~no ~~the~~conversions ~~Company~~during ~~and~~ the ~~holder~~years ofended aDecember ~~$50~~31,~~000~~ ~~outstanding~~2022 convertible note entered into a settlement agreement, pursuant to which the Company issued to such holder 145,000 shares of Common Stock in consideration for the extinguishment of the outstanding principal and ~~accrued interest on such note and the cancellation of common stock purchase warrants of the Company issued in connection with the~~ ~~issuance of such note~~2021. The 145,000 shares of Common Stock issued to such holder pursuant to such settlement agreement were valued at $40,600, based on the closing market price of the Common Stock on the date of such extinguishment and cancellation.

~~Also~~Issuances ~~on April 1, 2021, the Company and the holder~~ of aConvertible ~~$35,000~~Notes ~~outstanding~~Payable convertible note entered into a settlement agreement pursuant to which the Company issued to such holder 100,000 shares of Common stock in consideration for the extinguishment of the outstanding principal and accrued interest on such note and the cancellation of common stock purchase warrants of the Company issued in connection with the issuance of such note. The 100,000 shares of Common Stock issued to such holder pursuant to such settlement agreement were valued at $28,000, based on the closing market price of the Common Stock on the date of such extinguishment and cancellation.

~~Additional~~8% ~~Compensation~~Convertible ~~Paid~~Notes Payable due September 15, 2022 (in default) - On June 8, 2022, the Company issued to an accredited investor an unsecured convertible note payable due September 15, 2022 (the “June 2022 Note”), with an aggregate principal face amount of approximately $350,000. The June 2022 Note is, subject to certain conditions, convertible into an aggregate of 700,000 shares of Common Stock, at a price of fifty cents ($0.50) per share. The Company’s ~~President~~also issued a five-year Common Stock purchase warrant to purchase up to 700,000 ~~Chief~~shares ~~Executive~~of ~~Officer~~Common Stock at an exercise price of fifty cents ($0.50) per share, subject to customary adjustments (the “June 2022 Warrants”) which are immediately exercisable. The investor purchased the June 2022 Note and ~~Chairman~~June 2022 Warrant from the Company for an aggregate purchase price of $350,000 and the proceeds were used for drilling and completion costs on the initial well drilled under the Hugoton Gas Field participation agreement and general working capital purposes. The Company also granted the investor certain piggy-back registration rights whereby the Company has agreed to register for resale the shares of Common Stock underlying the June 2022 Warrant and the conversion of the June 2022 Note unless the shares of the Company commence to trade on the NYSE American; the Nasdaq Capital Market; the Nasdaq Global Market; the Nasdaq Global Select Market; or the New York Stock Exchange, within one hundred twenty (120) days after the closing date.

OnThe ~~April~~June 1,2022 ~~2021,~~Note ~~the~~bears ~~Company’s~~interest ~~board~~at a rate of ~~directors~~eight ~~(the~~percent ~~“Board”~~(8%) ~~authorized~~per ~~the cash payment of $30~~annum,~~000~~ tomay ~~Stanton~~be ~~E. Ross,~~voluntarily ~~the~~repaid ~~Company’s~~in ~~President,~~cash ~~Chief~~in ~~Executive~~full ~~Officer~~or ~~and~~in ~~Chairman~~part ofby the Company ~~Board,~~at inany ~~consideration~~time ~~for~~in ~~the~~an ~~time~~amount ~~Mr.~~equal ~~Ross devoted~~ to ~~assisting~~ the ~~acquisition~~remaining principal amount of the ~~Properties~~underlying note and ~~its~~any ~~drilling~~accrued ~~program~~and unpaid interest.

~~Additional~~The ~~Stock~~underlying ~~Option~~notes ~~Grants~~and towarrants ~~Company’s~~contain ~~Board~~customary events of ~~Directors~~default, representations, warranties, agreements of the Company and ~~Officers~~the investors and customary indemnification rights and obligations of the parties thereto, as applicable.

OnThe June 4, 2021, the Board authorized the grant of stock options to purchase up to (i) 500,000 shares of Common Stock to Mr. Ross, (ii) 100,000 shares of Common Stock to Leroy C. Richie, a member of the Board, (iii) 100,000 shares of Common Stock to Daniel F. Hutchins, the Company’s ~~Chief~~did ~~Financial~~not ~~Officer,~~pay ~~Treasurer, Corporate Secretary and member of~~ the ~~Board,~~principal ~~(iv)~~balance ~~350,000~~due ~~shares~~on ~~of Common Stock to John L. Loeffelbein,~~ the Company’s Chief Operating Officer and (v) a total of 750,000 shares of Common Stock to three Company consultants. All such stock options were granted outside the Company’s 2015 Stock Option and Restricted Stock Plan, vest on June 4, 2022, ~~contingent~~Note upon ~~the~~its ~~holder~~maturity ~~of such options continuing to serve the Company~~ on ~~such~~September ~~date~~15, ~~have~~2022 ~~10-year terms~~ and ~~are~~the ~~exercisable~~remaining atbalance ~~$0.50~~remains ~~per~~due ~~share.~~and ~~Such~~payable ~~individuals~~and ~~were~~is ~~granted~~therefore ~~such stock options~~ in ~~consideration~~technical ~~for~~default ~~the~~as ~~time and efforts such individuals devoted to assisting the acquisition~~ of ~~the~~December ~~Properties~~31, ~~and its drilling program~~2022.

~~Acquisition~~On May 5, 2023, the Company reached an agreement with the holder of ~~Kansas~~two ~~Oil~~separate convertible notes payable in the aggregate principal face amount of approximately $450,000 (including the June 2022 Note), which the Company did not pay by their maturity dates. The Company and ~~Gas~~the ~~Properties~~holder of the two convertible notes payable entered into a new convertible promissory note (the “New Note”), exchanging the outstanding principal amount of the old convertible notes payable into the New Note, with a maturity date of September 30, 2023. Upon issuance of the New Note, the old convertible notes payable were cancelled and the repayment defaults under the prior convertible notes payable were cured with the entry into the New Note. The conversion price of the New Note was reduced from $0.50 per share to $0.40 per share however, the interest rate and other significant terms of the New Note are the same as those of the prior convertible notes payable.

~~On July~~The ~~31,~~Company ~~2019,~~has weaccrued ~~acquired~~default aninterest ~~option~~aggregating ~~(the “Option”) from Core Energy, LLC, a closely held company (“Core”), to purchase the production and mineral rights/leasehold of the Properties. We paid a non-refundable deposit of~~ $508,~~000~~208 toas ~~bind the Option,~~of ~~which provided us the right to acquire the Properties for $2.5 million prior to~~ December 31, ~~2019,~~2022 ~~which~~related ~~right was not exercised. On September 2, 2020, the Company acquired a new option from Core under similar terms as the previous Option, which permitted the Company~~ to ~~purchase~~ the ~~Properties~~repayment atdefault aon ~~reduced~~these price of $900,000 at any time prior to November 1, 2020 and the Company agreed to immediately conduct a capital raise of between approximately $2-10 million to fund its acquisition and development of the Propertiesnotes. ~~On December 14, 2020, the parties executed an asset purchase and sale agreement (the “Asset Purchase Agreement”) which extended the new option to January 11, 2021.~~

We8% ~~and~~Convertible ~~Core~~Notes Payable due June 29, as2022 ~~well~~(in asdefault) ~~all~~- ofThe Company entered into a securities purchase agreement with two accredited investors for the ~~members~~Company’s of8% ~~Core~~convertible notes payable due June 29, ~~Mandalay~~2022 ~~LLC~~(the ~~and~~“May ~~Coal~~2022 ~~Creek~~Notes”), with ~~Energy~~an aggregate principal amount of $850,000. ~~LLC~~The ~~(entered~~May ~~into~~2022 aNotes ~~side~~are, ~~letter~~subject ~~agreement~~to oncertain ~~September~~conditions, convertible into an aggregate of 2,125,000 ~~2020~~shares ~~and~~of aCommon ~~second~~Stock, ~~side~~at ~~letter~~a onprice ~~March~~of ~~31,~~forty ~~2021~~cents (~~collectively~~$0.40) per share. The Company also issued an aggregate of 425,000 ~~the~~shares of Common Stock as commitment shares (“~~Side~~Commitment ~~Letters~~Shares”) and, ~~pursuant~~together towith ~~which~~the weMay 2022 Notes and ~~Core~~Conversion ~~agreed~~Shares, the “Securities”) to ~~set~~the investors as additional consideration for the purchase of the May 2022 Notes. The closing ~~date~~of the offering of the ~~acquisition~~Securities ofoccurred on May 13, 2022, when the ~~Properties~~Investors ~~under~~purchased the ~~Asset~~Securities ~~Purchase~~for ~~Agreement,~~an toaggregate ~~April~~purchase 1,price ~~2021~~of $850,000. The ~~Pursuant~~Company tohas also granted the ~~Side Letters,~~investors certain automatic and piggy-back registration rights whereby the Company ishas ~~responsible~~agreed ~~for~~to ~~reimbursing~~register the ~~Core,~~resale ~~Mandalay~~by ~~LLC~~the ~~and~~investors ~~Coal~~of ~~Creek~~the ~~Energy,~~Conversion ~~LLC~~Shares. ~~for~~The ~~certain~~proceeds ~~prorated~~of ~~revenues~~this ~~and~~offering ~~expenses from~~of ~~January~~Securities 1,was ~~2021~~used ~~through~~to ~~April~~purchase 1,the ~~2021~~Company’s membership interests in GMDOC.

OnThe ~~April~~May 1,2022 ~~2021~~Notes bear interest at a rate of eight percent (8%) per annum, wemay ~~completed~~be voluntarily repaid in cash in full or in part by the ~~acquisition~~Company at any time (subject to the occurrence of an event of default) in an amount equal to 120% of the ~~Properties~~principal amount of each May 2022 Note and any accrued and unpaid interest, ~~under~~and ~~the~~shall ~~same~~be ~~terms~~mandatorily repaid in cash in an amount equal to a) fifty percent (50%) of the ~~Asset~~then outstanding ~~Purchase~~principal ~~Agreement.~~amount ~~The~~equal ~~purchase~~to 120% of the principal amount of each May 2022 Note and any accrued and unpaid interest in the event of the ~~Properties~~consummation ~~included~~by the ~~existing~~Company ~~production~~of ~~equipment~~any public or private offering or other financing pursuant to which the Company receives gross proceeds of at least $2,000,000 ~~infrastructure~~but ~~and~~not ~~ownership~~greater than $3,000,000; or b) one hundred percent (100%) of 11the ~~square~~then ~~miles~~outstanding principal amount equal to 120% of ~~existing~~the ~~3-D~~principal ~~seismic~~amount ~~data~~of a May 2022 Note and any accrued and unpaid interest in the event of the consummation by the onCompany of any public or private offering or other financing pursuant to which the ~~acreage.~~Company ~~The~~receives ~~Properties~~gross ~~include~~proceeds aof ~~horizontal~~in ~~producing~~excess ~~well~~of $3,000,000. In ~~horizontal~~addition, ~~saltwater~~pursuant ~~injection~~to ~~well~~the May 2022 Notes, ~~conventional~~so ~~saltwater~~long ~~disposal well~~as ~~and~~such ~~two~~May ~~conventional~~2022 ~~vertical~~Notes ~~producing~~remain ~~wells~~outstanding, ~~which~~the ~~currently~~Company ~~produce~~shall ~~from~~not enter into any financing transactions pursuant to which the ~~Reagan~~Company ~~Sand~~sells ~~Zone~~its ~~with~~securities anat ~~approximate~~a ~~depth~~price oflower 3than the $0.40 per share conversion price,~~600~~ ~~feet~~subject to certain adjustments, without the written consent of the investors.

~~Following~~The conversion of the ~~acquisition,~~May we2022 ~~commenced~~Notes ~~rework~~are ofeach ~~the~~subject ~~existing~~to ~~production~~beneficial ~~wells~~ownership oflimitations ~~the~~such ~~Properties~~that ~~and~~the ~~have~~investors ~~performed~~may ~~testing~~not ~~and~~convert ~~evaluation~~the ofMay 2022 Notes to the ~~existence~~extent ofthat ~~noble~~such ~~gas~~conversion ~~reserves~~or onexercise ~~the~~would ~~Properties~~result ~~including~~in ~~helium,~~an ~~argon~~Investor ~~and~~being ~~other~~the ~~rare~~beneficial ~~earth~~owner ~~minerals/gases.~~in ~~Testing~~excess of ~~the~~4.99% ~~Properties~~(or, ~~for~~upon ~~noble~~election ~~gas~~of ~~reserves~~the ~~has~~Investor, ~~provided~~9.99%) ~~encouraging~~of ~~but~~the ~~not~~number ~~conclusive~~of ~~results~~shares ~~and~~of the ~~Company~~Common ~~has~~Stock ~~yet~~outstanding toimmediately ~~determine~~after ~~the~~giving ~~possibility~~effect ofto ~~commercializing~~ the issuance ~~noble~~of ~~gas~~shares ~~reserves~~of onCommon ~~the~~Stock ~~Properties.~~issuable ~~The~~upon ~~Company~~such ~~plans~~conversion, towhich ~~assess~~beneficial ~~the~~ownership ~~Properties~~limitation ~~existing~~may ~~oil~~be ~~and~~increased ~~gas~~or ~~reserves~~decreased up ~~while~~to ~~continuing~~9.99% ~~the evaluation~~upon ofnotice to the ~~existence~~Company, ofprovided ~~new~~that ~~oil~~any ~~and~~increase ~~gas~~in ~~zones~~such ~~and~~limitation ~~other~~will ~~mineral~~not ~~reserves~~be ~~and~~effective ~~specifically~~until ~~the~~61 ~~noble~~days ~~gas~~following ~~reserves~~notice to ~~that~~ the ~~Properties may hold~~Company.

~~Farmout~~Pursuant ~~Agreement~~ to ~~Explore~~the ~~and~~purchase ~~Develop~~agreement ~~Unconventional~~for ~~Gas~~the ~~and~~Securities, ~~Brine~~for ~~Materials~~a period of twelve (12) months after the closing date, the investors have a right to participate in any issuance of the ~~Hugoton~~Company’s ~~Gas~~Common ~~Field~~Stock, Common Stock equivalents, conventional debt, or a combination of such securities and/or debt, up to an amount equal to thirty-five percent (35%) of the subsequent financing.

~~On April~~The 4Company also entered into that certain registration rights side letter, ~~2022~~ pursuant to which, in the event the Company’s ~~acquired~~shares aof Common ~~40%~~Stock ~~interest~~have innot commenced trading on the ~~AMGAS~~NYSE JVAmerican; ~~that~~the ~~holds~~Nasdaq Capital Market; the Nasdaq Global Market; the Nasdaq Global ~~Farmout~~Select ~~Agreement~~Market; ~~with~~or ~~Scout~~the ~~with~~New ~~regards~~York toStock ~~its~~Exchange, ~~oil~~within ~~and~~one ~~gas~~hundred ~~interests~~twenty in(120) days after the ~~Hugoton~~closing ~~Gas~~date, ~~Field~~and, ~~located~~thereafter, inthe ~~Haskell~~Company agreed to file a registration statement under the Securities Act to register the offer and ~~Finney~~sale, ~~Counties~~by the Company, of Common Stock underlying ~~Kansas~~the May 2022 Notes in the event that such notes are not repaid prior to such 120-day period.

The Company paid half of ~~Farmout~~the ~~Agreement~~May ~~covers~~2022 ~~drilling~~Notes principal balance upon its maturity on June 29, 2022 and ~~completion~~an ofadditional up$112,500 toin 50September ~~wells~~2022 and the remaining balance remains due and payable and is therefore in technical default. ~~The~~With ~~AMGAS~~respect JVto ~~will~~the ~~utilize~~two ~~Scout’s~~May 2022 ~~existing~~Notes ~~infrastructure~~with ~~assets~~an aggregate outstanding principal balance of $312, ~~including~~500 ~~water~~as ~~disposal~~of December 31, ~~gas~~2022 ~~gathering~~the ~~and~~Company ~~helium~~has ~~processing~~reached an agreement with the two investors. InThe ~~addition~~Company has accrued default interest aggregating $69,183 as of December 31, 2022 related to the ~~Farmout~~repayment ~~Agreement~~default on ~~provides~~these May 2022 Notes. On January 10, 2023, the ~~AMGAS~~Company JVamended ~~with~~each ~~rights~~of tothose Nay 2022 Notes by entering into a letter agreement between ~~take~~the ~~in-kind~~investors and ~~market~~the ~~its~~Company ~~share~~(the of“Letter ~~helium~~Agreement”). atThe Letter Agreement modifies the ~~tailgate~~terms of ~~Jayhawk~~the ~~Gas~~May ~~Plant,~~2022 ~~located~~Notes by inextending ~~Grant~~each ~~County~~note’s respective maturity date to September 30, ~~Kansas~~2023. In consideration for the extension, ~~which~~the ~~will~~Company ~~enable~~amended the ~~AMGAS~~Fixed JVConversion Price (as defined in each note) to ~~market~~$0.10, ~~and~~subject ~~sell~~to ~~the~~any ~~helium~~future ~~produced~~adjustments atas ~~prevailing~~provided ~~market~~in ~~prices~~each of the notes.

~~The~~8% ~~AMGAS~~Convertible JVNotes ~~also~~Payable ~~acquired~~due ~~the~~October ~~right~~29, to2022 ~~all~~(in ~~brine~~default) ~~minerals~~- ~~subject~~On August 30, 2021, the Company issued to aan ~~ten~~accredited ~~percent~~investor (10the “8% Note Investor”) ~~royalty~~an tounsecured ~~Scout~~convertible note payable due October 29, ~~across~~2022 ~~Finney~~(the ~~and~~“8% ~~Haskell~~Note”), ~~Counties. Brine~~with ~~minerals~~an ~~are~~aggregate principal ~~harvested~~face ~~from~~amount ~~the~~of ~~formation~~approximately ~~water~~$100,000. ~~produced~~The ~~from~~8% ~~active~~Note is, ~~and~~subject to becertain ~~drilled~~conditions, ~~oil~~convertible ~~and~~into ~~gas~~an ~~wells~~aggregate ~~and~~of ~~may~~200,000 shares ~~include~~of Common Stock, at a ~~variety~~ price of ~~dissolved~~fifty ~~minerals~~cents ~~including~~($0.50) ~~bromine~~per ~~and iodine~~share. The ~~AMGAS~~Company JValso ~~plans~~issued a five and one half-year Common Stock purchase warrant to ~~target~~purchase ~~brine~~up ~~minerals~~to ~~with~~200,000 ~~commercial~~shares ~~quantities~~of Common Stock at an exercise price of ~~bromine and~~fifty ~~iodine~~cents ($0.50) ~~AMGAS~~per share, ~~pursuant~~subject to customary adjustments (the ~~terms~~“8% ofNote Warrant”) which are immediately exercisable. The 8% Note Investor purchased the ~~USNG~~8% ~~Letter~~Note ~~Agreement~~and ~~(as~~8% Note ~~defined~~Warrant ~~below)~~from the Company for an aggregate purchase price of $100,000 isand ~~currently~~the ~~developing~~proceeds ~~proprietary~~were used for general working capital purposes. ~~technology~~The toCompany ~~recover~~also ~~brine~~granted ~~minerals,~~the ~~particularly~~8% ~~with~~Note ~~respect~~Investor tocertain ~~bromine,~~piggy-back ~~which~~registration isrights ~~well~~whereby ~~underway~~the ~~and~~Company has ~~demonstrated~~agreed ~~recovery~~to ~~efficiency~~register for resale the shares underlying the 8% Note Warrant and isthe ~~expected~~conversion of the 8% Note unless the shares of the Company commences to betrade ~~available~~on ~~for~~the NYSE ~~use~~American; inthe ~~existing~~Nasdaq ~~and~~Capital ~~future~~Market; ~~development~~the ~~wells~~Nasdaq Global Market; the Nasdaq Global Select Market; or the New York Stock Exchange, within one hundred twenty (120) days after the closing date.

~~The~~On ~~first~~October ~~exploratory~~29, ~~well~~2021, isthe ~~scheduled~~Company issued to ~~commence~~three inaccredited ~~April~~investors ~~2022~~(the ~~near~~“October ~~Garden~~8% ~~City~~Note Investors”) unsecured convertible notes payable due October 29, ~~Kansas~~2022 (the “October 8% Notes”), with aan ~~goal~~aggregate principal face amount of approximately $550,000. The October 8% Notes are, subject to ~~evaluate~~certain ~~the~~conditions, ~~first~~convertible into an aggregate of ~~two~~1,100,000 shares of Common Stock, at a price ~~separate~~of ~~silty~~fifty ~~shale~~cents ~~members~~($0.50) per share. The Company also issued five and one half-year Common Stock purchase warrants to purchase up to 1,650,000 shares of ~~the~~Common ~~Chase~~Stock ~~group~~at an exercise price of ~~formations~~$0.50 –per share, subject to customary adjustments (the ~~Gage~~“October ~~Shale~~8% Note Warrants”) which are immediately exercisable. The October 8% Note Investors purchased the October 8% Notes and October 8% Note Warrants from the Company ~~Holmesville~~for ~~Shale.~~an ~~These~~aggregate ~~two~~purchase ~~shale~~price ~~members~~of $550,000 and the proceeds were used for general working capital purposes. The Company also ~~have~~granted ~~not~~the ~~previously~~October ~~been~~8% ~~targeted~~Note Investors certain piggy-back registration rights whereby the Company has agreed to register for ~~exploration~~resale bythe shares ~~historical~~underlying ~~operations~~the inOctober 8% Note Warrants and the ~~field~~conversion of the October 8% Notes unless the shares of the Company commences to trade on the NYSE American; the Nasdaq Capital Market; the Nasdaq Global Market; the Nasdaq Global Select Market; or the New York Stock Exchange, within one hundred twenty (120) days after the closing date.

The exploration and development activities will be directed and coordinated under the terms of the USNG Letter Agreement (as defined below) entered in November 2021 with input from the Board of Advisors (as defined below).

USNG Letter Agreement

On November 9, 2021, the Company entered into a letter agreement (the “USNG Letter Agreement”) with U.S. Noble Gas, LLC (“USNG”), pursuant to which USNG would provide consulting services to the Company for exploration, testing, refining, production, marketing and distribution of various potential reserves of noble gases and rare earth element/minerals on the Properties. The USNG Letter Agreement would cover all of the noble gas, specifically helium, and rare earth elements/minerals potentially existing on the Properties and the future acquisitions of the Company, if any, including the Hugoton Gas Field.

The USNG Letter Agreement also provided that USNG would supply a large vessel designed for flows up to 5,000 barrels of water per day at low pressures, known as a gas extraction/separator unit. The gas extraction/separator unit is a dewatering vessel that the Company may use for multiple wells in the future.

The USNG Letter Agreement required the Company to establish a four-member board of advisors (the “Board of Advisors”) comprised of various experts in noble gas and rare earth elements/minerals. The Board of Advisors will help attract both industry partners and financial partners for developing a large helium, noble gas and/or rare earth element/mineral resources that may exist in the region where the Company currently operates. The industry partners would include helium, noble gas and/or rare earth element/mineral purchasers and exploration and development companies from the energy industry. The financial partners may include large family offices or small institutions.

The ~~Company~~8% isNote ~~required~~and tothe ~~pay~~October ~~USNG~~8% Notes all bear interest at a $rate of eight percent (8%) per annum,~~000~~ ~~monthly~~may be voluntarily repaid in cash ~~fee~~in ~~beginning~~full or atin part by the ~~onset~~Company at any time in an amount equal to 120% of ~~commercial~~the ~~helium~~principal oramount ~~minerals~~of ~~production~~the underlying notes and ~~sales, subject~~any toaccrued ~~certain~~and unpaid ~~thresholds~~interest. ~~Such~~Fifty ~~monthly~~percent ~~fees~~(50%) ~~will~~of ~~become~~the ~~due~~8% Note and ~~payable~~the ~~for~~October ~~any~~8% ~~month~~Notes ~~that~~shall ~~AMGAS~~be ~~receives~~mandatorily repaid in cash ~~receipts~~in an amount equal to 120% of the principal amount of the underlying notes and any accrued and unpaid interest in ~~excess~~the event of the consummation by the Company of any public or private offering or other financing pursuant to which the Company receives gross proceeds of at least $252,000,000 ~~derived~~and one-hundred ~~from~~percent (100%) of the ~~sale~~underlying ofnotes ~~noble~~plus ~~gases~~accrued interest shall be mandatorily repaid in an amount equal to 120% of outstanding principal and~~/or~~ ~~rare~~interest ~~earth~~in ~~elements/minerals.~~cases ~~The~~in which the Company ~~has~~receives ~~not~~gross ~~yet~~proceeds ~~achieved~~of ~~the~~at least $253,000,000. ~~cash~~In addition, pursuant to the 8% ~~receipts~~Notes ~~threshold~~Note and the October 8% Notes, ~~therefore~~so ~~there~~long ~~has~~as ~~been~~the nounderlying ~~payment~~notes orremain ~~accrual~~outstanding, ~~liability~~the ~~relative~~Company cannot enter into any financing transactions pursuant to ~~this~~which ~~cash~~the ~~fee~~Company ~~provision~~sells asits securities at a price lower than $0.50 cents per share without the written consent of ~~December~~the ~~31,~~8% ~~2021~~Note Investor.

[The ~~USNG~~conversion ~~Letter~~of ~~Agreement~~the ~~has~~8% anNote ~~initial~~and ~~term~~the October 8% Notes and the exercise of 5the ~~years,~~underlying warrants are each subject to beneficial ownership ~~which~~limitations ~~shall~~such ~~thereafter~~that ~~continue~~the ~~for~~8% ~~successive~~Note ~~one-year~~Investor ~~periods,~~and ~~provided~~the October 8% Note Investors may not convert the underlying notes or exercise the underlying warrants to the extent that ~~there~~such isconversion noor ~~uncured~~exercise ~~breach~~would result in any of the investors being the beneficial owner in excess of 4.99% (or, ~~unless~~upon ~~otherwise~~election ~~terminated~~of the investors, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect byto ~~either~~the ~~party~~issuance of shares of Common Stock issuable upon asuch ~~written~~conversion or exercise, which beneficial ownership limitation may be increased or decreased up to 9.99% upon notice ofto ~~intent~~the Company, provided that any increase in such limitation will not be effective until 61 days following notice to ~~non-renew~~the Company.]

InThe ~~consideration~~Company, ~~for~~ the ~~consulting~~8% ~~services~~Note toInvestor ~~be rendered~~ and ~~pursuant to~~ the ~~terms~~October of8% ~~the~~Note ~~USNG~~Investors ~~Letter~~have ~~Agreement,~~agreed ~~the~~that ~~Company~~for ~~issued~~so ~~warrants to~~long ~~purchase,~~as in the ~~aggregate,~~underlying ~~2,060,000~~warrants ~~shares~~remain ~~of Common Stock~~outstanding, ~~at an exercise price of $0.50 to three of USNG’s principal consultants~~ ~~and~~the ~~four~~investors ~~third-party~~have ~~service~~the ~~providers.~~right ~~The Company also issued warrants~~ to ~~purchase,~~participate in ~~the~~any ~~aggregate,~~issuance ~~1,200,000 shares~~ of Common Stock at, ~~$0.50~~conventional ~~per~~debt, ~~share~~or ~~exercise~~a ~~price~~combination ~~to three members~~ of ~~the~~such ~~Board~~securities ~~of Advisors. The Company granted a total of 3~~and/or debt,~~260,000~~ ~~warrants~~up to ~~purchase its Common Stock with~~ an ~~exercise~~amount ~~price~~equal ofto ~~$0.50 per share in connection with the USNG Letter Agreement and the arrangements described therein. The warrants expire~~ thirty-five ~~years~~percent ~~after~~(35%) ~~the date~~ of ~~the~~such ~~USNG~~subsequent ~~Letter Agreement~~financing.

The Company did not pay the principal balance due on the 8% Notes and the October 8% Notes upon their maturity on October 29, 2022 and the remaining balance remains due and payable and is therefore in technical default as of December 31, 2022. With respect to the two October 8% Notes with an outstanding aggregate principal balance of $550,000 as of December 31, 2022, the Company has reached an agreement with the two Investors. On January 10, 2023, the Company amended each of those notes by entering into a letter agreement between the Investors and the Company. The Letter Agreement modifies the terms of ~~Engagement~~the notes by extending each note’s respective maturity date to September 30, 2023. In consideration for the extension, the Company amended the Fixed Conversion Price (as defined in each note) to $0.10, subject to any future adjustments as provided in each of the notes.

On ~~April~~May 15, ~~2022~~2023, the Company ~~engaged Univest~~reached ~~Securities,~~an ~~LLC~~agreement ~~(“Univest”)~~with tothe holder ~~act~~of astwo ~~the~~separate ~~exclusive~~convertible ~~financial~~notes ~~advisor,~~payable ~~and~~in the ~~lead~~aggregate ~~underwriter~~principal inface aamount ~~public~~of ~~offering~~approximately $450,000 (~~the~~including ~~“Offering”)~~$100,000 principal balance of the 8% Note), which the Company did not pay by their maturity dates. The ~~size~~Company and the holder of the ~~Offering~~two isconvertible ~~expected~~notes topayable beentered ~~between~~into ~~$10,000,000~~the toNew ~~$15~~Note,~~000,000,~~ ~~priced~~exchanging atthe aoutstanding ~~per share~~principal inamount ~~order~~of tothe ~~up-list~~old ~~the~~convertible notes ~~Company~~payable ~~onto~~into the ~~Nasdaq~~New ~~market~~Note, ~~(the~~with ~~“Public~~a ~~Offering~~maturity ~~Price”)~~date ~~upon~~of ~~closing~~September 30, 2023. Upon issuance of the ~~Offering.~~New Note, the old convertible ~~The~~notes ~~price~~payable ~~will~~were becancelled ~~determined~~and bythe ~~mutual~~repayment ~~agreement~~defaults ofunder the ~~Company~~prior ~~and~~convertible ~~Univest~~notes ~~and~~payable ~~will~~were becured ~~determined~~with atthe entry into the New ~~signing~~Note. The conversion price of the ~~final~~New ~~underwriting agreement~~Note ~~(the~~was ~~“Underwriting~~reduced ~~Agreement”),~~from ~~which~~$0.50 ~~will~~per ~~based~~share onto $0.40 per share however, ~~among~~the interest rate and other ~~things,~~significant ~~market~~terms ~~conditions~~of atthe New Note are the ~~time~~same as those of the ~~Offering~~prior convertible notes payable.

~~Pursuant to the Underwriting Agreement, Univest will act as principal, or the representative of a number of broker-dealers, that will offer the securities in a public offering.~~ The ~~letter of engagement between the~~ Company and Univest (the “Letter of Engagement”) anticipates that Univest will receive a gross discount equal to eight percent (8%) of the Public Offering Price on each share of the securities being offered. Univest has ~~agreed~~accrued todefault ~~negotiate~~interest inaggregating ~~good faith with other underwriters who~~$138,680 ~~acting severally, could contract to act~~ as ~~an underwriter in connection with the sale~~ of ~~the~~December ~~securities~~31, ~~being~~2022 ~~offered.~~related ~~Univest will also have the right~~ to ~~re-offer all or any part of~~ the ~~securities~~repayment ~~being~~default ~~offered~~on ~~to other broker-dealers. Univest will be entitled to warrants to purchase common stock~~these ~~representing five percent (5%) of the amount of securities sold in the Offering with an exercise price determined to be 110% of the Public Offering Price~~notes.

The Company also agreed to reimburse Univest, at and out of the proceeds of the Offering closings, for all of its reasonable, out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) in connection with the performance of its services thereunder not to exceed an aggregate of $150,000. In addition, at the closing of the Offering, the Company agreed to reimburse Univest one percent (1%) of the actual amount of the Offering as nonaccountable expense of the offering.10

~~The~~3% ~~term~~Convertible Notes Payable due March 31, 2026 - On March 31, 2021, the Company entered into Debt Settlement Agreements with six creditors (five of which were related parties) which extinguished accounts payable and accrued liabilities totaling $2,866,497 in exchange for the ~~Letter~~issuance of ~~Engagement~~$28,665 in ~~expires~~principal ~~upon~~balance of 3% convertible notes payable (the ~~earlier~~“3% Notes”) with detachable warrants to ~~occur~~purchase 5,732,994 shares of Common Stock for fifty cents (i$0.50) ~~six~~per share (6the 3% Note Warrants”). ~~months~~The ~~from~~3% Notes allow for prepayment at any time with all principal and accrued interest becoming due and payable at maturity on March 30, 2026. The 3% Notes are convertible as to principal and any accrued interest, at the ~~date~~option of ~~execution~~holder, orinto ~~(ii)~~shares of the ~~mutual~~Common ~~written~~Stock ~~agreement~~at ofany time after the ~~Company~~issue date and prior to the close of business on the business day preceding the Maturity Date at the rate of fifty cents ($0.50) per share, subject to normal and ~~Univest~~customary adjustments. The 3% Note Warrants were valued at $1,605,178 using the Black-Scholes methodology.

Quotation of Common Stock on OTCQB

Effective July 13, 2021, the Company’s Common Stock was approved for quotation on the OTCQB® Venture Market under the symbol “IFNY.”

Principal Executive Offices

Our principal executive offices are located at 15612 College Boulevard, Lenexa, Kansas 66215. Our telephone number is (913) 948-9512. Our website is https://www.~~ifnyoil~~amnoblegas.com/. Information on our website is not incorporated by reference into this Annual Report on Form 10-K.

Business Strategy

Our ~~2021~~2022 and ~~2020~~2021 operating objectives have been focused on the resolution of outstanding and older obligations, some of which were in default, and the acquisition of mineral rights to properties primarily in Kansas that may hold commercial reserves of oil, gas, noble gas and rare earth minerals.

Resolution of outstanding and older obligations

The Company has spent considerable time and resources negotiating and settling older outstanding obligations during ~~2020~~2022 and 2021. During the years ended December 31, ~~2021~~2022 and ~~2020~~2021, the Company recorded gains on the extinguishment of liabilities through negotiation of settlements with certain creditors and through the operation of law ~~as follows:~~.

	Year ended December 31,
	2021			2020
Gain (loss) on Exchange and Extinguishment of Liabilities:
Gain on exchange and extinguishment of liabilities	$	124,177		$	—
Gain from settlement of litigation		23,000			—
Loss from retirement of convertible note payable		(115,805	)		—
Extinguishment of trade payables		—			4,840,136
Gain from exchange and extinguishment of notes payable		55,230			1,310,006
Total	$	86,602		$	6,150,142

10On March 31, 2021, the Company entered into Debt Settlement Agreements with six creditors (five of which were related parties), which extinguished accounts payable and accrued liabilities totaling $2,866,497 in exchange for the issuance of $28,665 in principal balance of the 3% Notes with detachable warrants to purchase 5,732,994 shares of Common Stock for $0.50 per share. The 3% Notes allow for prepayment at any time with all principal and accrued interest becoming due and payable at maturity on March 30, 2026, the 3% Notes Maturity Date. The 3% Notes are convertible as to principal and any accrued interest, at the option of holder, into shares of the company’s Common Stock at any time after the issue date and prior to the close of business on the business day preceding the 3% Notes Maturity Date at the rate of fifty cents ($0.50) per share, subject to normal and customary adjustment.

Gain on exchange and extinguishment of liabilities - On March 31, 2021, the Company entered into Debt Settlement Agreements with six creditors (five of which were related parties), which extinguished accounts payable and accrued liabilities totaling $2,866,497 in exchange for the issuance of $28,665 in principal balance of the 3% Notes with detachable warrants to purchase 5,732,994 shares of Common Stock for $0.50 per share. The 3% Notes allow for prepayment at any time with all principal and accrued interest becoming due and payable at maturity on March 30, 2026, the 3% Notes Maturity Date. The 3% Notes are convertible as to principal and any accrued interest, at the option of holder, into shares of the company’s Common Stock at any time after the issue date and prior to the close of business on the business day preceding the 3% Notes Maturity Date at the rate of fifty cents ($0.50) per share, subject to normal and customary adjustment.

The warrants to purchase 5,732,994 shares of Common Stock issued pursuant to the Debt Settlement Agreements were valued at $1,605,178 using the Black-Scholes methodology.

An aggregate of $2,577,727 of the total accounts payable and accrued liabilities that were extinguished were with the five related parties. Such related parties were issued $25,777 principal balance of the 3% Notes and warrants to purchase 5,155,454 shares of Common Stock in exchange for the extinguishment of their respective debt obligations. The Company recognized a gain on extinguishment of liabilities for the portion of the extinguishment with non-related parties. Furthermore, it recognized the portion of the gain on extinguishment of liabilities with related parties as a contribution of capital.

The gain on extinguishment of liabilities from the Debt Settlement Agreements was determined as follows:

	Amount

Total accounts payable and accrued liabilities extinguished	$	2,866,497
Less: Principal balance of 3% Convertible Promissory Notes issued		(28,665	)
Less: Fair value of warrants to purchase common stock issued		(1,605,178	)

Total gain on extinguishment of liabilities	$	1,232,654
Less: Related party amounts reported as a capital contribution		(1,108,477	)

Gain on extinguishment of liabilities	$	124,177

Gain on extinguishment of trade payables - The Company incurred trade payable obligations totaling $4,840,136 during 2013, which were extinguished in 2020 pursuant to the relevant statute of limitations.

Acquisition of mineral rights to properties

Acquisition of Kansas Oil and Gas Properties - On April 1, 2021, we completed the acquisition of the Properties in the Central Kansas Uplift geological formation covering over 11,000 contiguous acres, subject to overriding royalties to third parties. The acquisition price aggregated $900,000 in cash and included the existing production equipment, infrastructure and ownership of 11 square miles of existing 3-D seismic data on the acreage. The Properties include a horizontal producing well, horizontal saltwater injection well, conventional saltwater disposal well and two conventional vertical producing wells, which currently produce from the Reagan Sand Zone with an approximate depth of 3,600 feet.

We have commenced with certain rework to the existing production wells subsequent to the acquisition and have performed testing and evaluation of the existence of noble gas reserves on the Properties, including helium, argon and other rare earth minerals/gases. Testing for noble gas reserves has provided encouraging but not conclusive results, and we have yet to determine the possibility of commercializing the noble gas reserves on the Properties. We plan to assess existing oil and gas reserves while continuing the evaluation of the existence of new oil and gas zones and other mineral reserves, specifically the noble gas reserves, that the Properties may hold.

Hugoton Gas Field Farmout Agreement - On April 4, 2022, the Company acquired a 40% interest in the AMGAS JV that holds a Farmout Agreement with Scout with regards to its oil and gas interests in the Hugoton Gas Field, located in Haskell and Finney Counties, Kansas. The Farmout Agreement covers drilling and completion of up to 50 wells, with the first exploratory well scheduled to be spudded in April 2022. The AMGAS JV will utilize Scout’s existing infrastructure assets including water disposal, gas gathering and helium processing. The Farmout Agreement provides the JV with rights to take in-kind and market its share of helium at the tailgate of Jayhawk Gas Plant, which will enable the AMGAS JV to market and sell the helium produced at prevailing market prices. The AMGAS JV also acquired the rights to all brine minerals subject to a ten percent (10%) royalty to Scout, across Finney and Haskell Counties.

Competition

We compete in virtually all facets of our businesses with numerous other companies in the oil and gas industry, including many that have significantly greater financial and other resources. Such competitors will be able to pay more for desirable oil and gas leases and to evaluate, bid for, and purchase a greater number of properties than our financial or personnel resources permit.

Our business strategy includes highly competitive oil and natural gas exploration, development and production and the exploration and development of noble gas and rare earth minerals. We face intense competition from a large number of independent exploration and development companies as well as major oil and gas companies in a number of areas, such as obtaining the capital necessary to pursue the development of our recently acquired Kansas Oil and Gas Properties and the Hugoton Gas Field. We may find it difficult to acquire the services, equipment, labor and materials necessary to explore, operate and develop those properties with the intense competition in our industry. Most of our competitors have financial and technological resources substantially exceeding those available to us. We cannot be sure that we will be successful in developing and operating profitably the ~~Kansas Oil and Gas~~ Properties and the Hugoton Gas Field in the face of this competition.

Government Regulation of the Oil and Gas Industry

General

Our business is affected by numerous laws and regulations, including, among others, laws and regulations relating to energy, environment, conservation and tax. Failure to comply with these laws and regulations may result in the assessment of administrative, civil and/or criminal penalties, the imposition of injunctive relief or both. Moreover, changes in any of these laws and regulations could have a material adverse effect on our business. In view of the many uncertainties with respect to current and future laws and regulations, including their applicability to us, we cannot predict the overall effect of such laws and regulations on our future operations.

The following is a summary discussion of the framework of key environmental and land use regulations and requirements affecting oil and natural gas exploration, development, production and transportation operations and is qualified as mentioned above.

Environmental and Land Use Regulation

Various federal, state and local laws and regulations relating to the protection of the environment may affect our operations and costs. The areas affected include:

●	unit production expenses primarily related to the control and limitation of air emissions, spill prevention and the disposal of produced water;

●	capital costs to drill development wells resulting from expenses primarily related to the management and disposal of drilling fluids and other oil and natural gas exploration wastes;

●	capital costs to construct, maintain and upgrade equipment and facilities;

●	operational costs associated with ongoing compliance and monitoring activities; and

●	exit costs for operations that we are responsible for closing, including costs for dismantling and abandoning wells and remediating environmental impacts.

The environmental and land use laws and regulations affecting oil and natural gas operations have changed frequently in the past, and in general, these changes have imposed more stringent requirements that increase operating costs and/or require capital expenditures to remain in compliance. Failure to comply with these requirements can result in civil and/or criminal fines and liability for non-compliance, clean-up costs and other environmental damages. It is also possible that unanticipated developments or changes in law could cause us to make environmental expenditures significantly greater than those we currently expect.

Operating Hazards and Insurance

The oil and natural gas business involves a variety of operating risks. Historically, we were unable to maintain insurance against such potential risks and losses. The Company has relevant liability insurance coverage on its Kansas Oil and Gas Properties which is maintained by the licensed operator of the lease.

In addition, pollution and environmental risks are not insured. If a significant accident or other event occurs that is not covered by insurance, it could adversely affect us.

Employees

~~We have~~As ~~three~~of ~~employees~~December 31, ~~our~~2022 ~~Chief~~we ~~Executive~~had ~~Officer~~two employees, our Chief ~~Operating~~Executive Officer and Chief Financial Officer, whose compensations have primarily been in the form of restricted stock grants. Recurring cash salaries for our employees were suspended effective January 1, 2018. During 2021, our Chief Executive Officer was awarded a cash bonus of $30,000. We also use outside contractors to perform services.

Item 1A. Risk Factors.

Not applicable.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

This section contains an explanation and detail of some of the relevant project groupings from our overall inventory of projects and prospects. Our sole focus in previous years has been the Concessions, located in the Caribbean Sea, offshore Nicaragua, which we have abandoned all of our efforts in 2020. In 2021 and 2020, we began implementing our strategy to acquire and develop oil producing properties in the continental United States. In that regard, we acquired oil and gas leases the Properties of approximately 11,000 acres located in central Kansas.

Kansas Properties

On April 1, 2021, we completed the acquisition of the production and mineral rights/leasehold for oil and gas properties, subject to overriding royalties to third parties, in the Properties, located in Central Kansas Uplift geological formation covering over 11,000 contiguous acres. The acquisition price aggregated $900,000 in cash and included the existing production equipment, infrastructure and ownership of 11 square miles of existing 3-D seismic data on the acreage. The Properties include a horizontal producing well, horizontal saltwater injection well, conventional saltwater disposal well and two conventional vertical producing wells, which currently produce from the Reagan Sand Zone with an approximate depth of 3,600 feet.

WeItem have commenced with certain rework to the existing production wells subsequent to the acquisition and have performed testing and evaluation of the existence of noble gas reserves on the Properties including helium, argon and other rare earth minerals/gases2. ~~Testing for noble gas reserves has provided encouraging but not conclusive results, and we have yet to determine the possibility of commercializing the noble gas reserves on the~~ Properties. We plan to assess the Properties existing oil and gas reserves while continuing the evaluation of the existence of new oil and gas zones and other mineral reserves, specifically the noble gas reserves, that the Properties may hold.

This section contains an explanation and detail of some of the relevant project groupings from our overall inventory of projects and prospects. In 2022 and 2021, we continued to implement our strategy to acquire and develop oil producing properties in the continental United States. In that regard, we acquired oil and gas leases the Properties of approximately 11,000 acres located in Central Kansas Uplift and acquired an interest in Hugoton Gas Field.

Central Kansas Uplift - On April 1, 2021, we completed the acquisition of the Central Kansas Uplift Properties., for a purchase price of $900,000. The Central Kansas Uplift include the production and mineral rights/leasehold for oil and gas properties, subject to overriding royalties to third parties, in the Properties, located in Central Kansas Uplift geological formation covering over 11,000 contiguous acres. The purchase of the Properties included the existing production equipment, infrastructure and ownership of 11 square miles of existing 3-D seismic data on the acreage. The Properties include a horizontal producing well, horizontal saltwater injection well, conventional saltwater disposal well and two conventional vertical producing wells, which currently produce from the Reagan Sand Zone with an approximate depth of 3,600 feet.

We commenced rework to the existing production wells after completion of the acquisition of the Properties and have performed testing and evaluation of the existence of noble gas reserves on the Properties including helium, argon and other rare earth minerals/gases. Testing of the Properties for noble gas reserves has provided encouraging but not conclusive results, and we have yet to determine the possibility of commercializing the noble gas reserves on the Properties. We plan to assess the Properties existing oil and gas reserves, including the exploration for the existence of new oil and gas zones and other mineral reserves, in particular the noble gas reserves, that the Properties may hold.

Hugoton Gas Field Farm-Out - On April 4, 2022, the Company acquired a 40% participation in a Farmout Agreement by and between Sunflower Exploration, LLC as the Farmee and Scout Energy Partners as Farmor with regards to its oil and gas interests in the Hugoton Gas Field, located in Haskell and Finney Counties, Kansas. The Company has joined three other parties in the Hugoton JV to explore for and develop potential oil, natural gas, noble gases and brine minerals on the properties underlying the Farmout Agreement.

The Hugoton JV also acquired the right to all brine minerals subject to a ten percent (10%) royalty to Scout, across Finney and Haskell Counties. Brine minerals are harvested from the formation water produced from active, and to be drilled, oil and gas wells and may include a variety of dissolved minerals including bromine and iodine. The Hugoton JV plans to target brine minerals with commercial quantities of bromine and iodine. The Company through the Hugoton JV is currently developing proprietary technology to recover brine minerals, particularly with respect to bromine, which is well underway and has demonstrated recovery efficiency and is expected to be available for use in existing and future development wells.

The Hugoton JV believes that its unconventional theory has not previously been targeted for exploration by historical operations in the field. The initial exploratory well was spud on May 7, 2022 near Garden City, Kansas, with production casing set after testing and completion logs identified at least two potential zones with substantial gas and helium reserves. The initial well was completed upon the successful perforation across two lower intervals of the Chase group of formations. The fracture stimulation was completed in two stages during June 2022. The well was connected to the pipeline and commenced commercial production and sale of natural gas, natural gas liquids and helium on August 17, 2022. The Company is continuing to evaluate the initial flows of both natural gas, natural gas liquids and helium to determine its plan for additional wells on the farmout.

Proved Reserves Reporting

The following tables summarize the net ownership interest in the proved oil and gas reserves and the standardized measure of discounted future net cash flows related to the proved oil and gas reserves of the Properties. The estimates were prepared by the Company based on the reserve reports prepared for the Company for the year ended December 31, 2022 and 2021. The standardized measure presented here excludes income taxes as the tax basis for the Properties is not applicable due to the substantial net operating loss carryforwards available to the Company on a go-forward basis. The proved oil and gas reserve estimates and other components of the standardized measure were determined in accordance with the authoritative guidance of the Financial Accounting Standards Board and the SEC.

Proved Oil and Gas Reserve Quantities

Proved reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations. Proved developed reserves are proved reserves that can be expected to be recovered through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well. Proved undeveloped reserves are proved reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion. The net proved oil and gas reserves and changes in net proved oil and gas reserves attributable to the Properties with respect to crude oil, and the Hugoton Gas Field which produces natural gas, natural gas liquids and helium all of which are located in the state of Kansas, are summarized below:

	Crude Oil Barrels			Natural Gas MCF (Thousand Cubic Feet)			Natural Gas Liquids Gallons			Helium Gas MCF (Thousand Cubic Feet)
Proved developed reserves:
At January 1, 2021		—
In-place proved developed reserves acquired		26,185			—			—			—
Extensions and discoveries		—			—			—			—
Revisions of previous estimates		—			—			—			—
Production		(3,123	)		—			—			—
Proved developed reserves at end of year – December 31, 2021		23,062
Proved developed reserves - at December 31, 2021		23,062			—			—			—
Proved undeveloped reserves:
At January 1, 2021		—			—			—			—
In-place proved undeveloped reserves acquired		403,210
In-place proved developed reserves acquired		403,210			—			—			—
Extensions and discoveries		—			—			—			—
Revisions of previous estimates		—			—			—			—
Production		—			—			—			—
Proved undeveloped reserves at end of year – December 31, 2021		403,210
Proved undeveloped reserves - at December 31, 2021		403,210			—			—			—
Proved developed and undeveloped reserves:
At January 1, 2021		—			—			—			—
In-place proved developed and undeveloped reserves acquired		429,395
In-place proved developed reserves acquired		429,395			—			—			—
Extensions and discoveries		—			—			—			—
Revisions of previous estimates		—			—			—			—
Other		—
Production		(3,123	)
Production		(3,123	)
Proved developed and undeveloped reserves – at December 31, 2021		426,272			—			—			—
End of year – December 31, 2021		426,272
Proved developed reserves:
At January 1, 2022		23,062			—			—			—
In-place proved developed reserves acquired		—			—			—			—
Extensions and discoveries		—			31,445			86,656			217
Revisions of previous estimates		(21,842	)		—			—			—
Production		(1,220	)		(9,301	)		(19,937	)		(15	)
Proved developed reserves - at December 31, 2022		—			22,144			66,719			202
Proved undeveloped reserves:
At January 1, 2022		403,210			—			—			—
In-place proved developed reserves acquired		—			—			—			—
Extensions and discoveries		—			—			—			—
Revisions of previous estimates		(403,210	)		—			—			—
Production		—			—			—			—
Proved undeveloped reserves - at December 31, 2022		—			—			—			—
Proved developed and undeveloped reserves:
At January 1, 2022		426,272			—			—			—
In-place proved developed reserves acquired		—			—			—			—
Extensions and discoveries		—			31,445			86,656			217
Revisions of previous estimates		(425,052	)		—			—			—
Production		(1,220	)		(9,301	)		(19,937	)		(15	)
Proved developed and undeveloped reserves – at December 31, 2022		—			22,144			66,719			202

Standardized Measure

The standardized measure of discounted future net cash flows before income taxes related to the proved oil and gas reserves of the Properties is as follows:

	December 31, 2021
	December 31,
Future cash inflows	$	21,955,464
	2022			2021
Future production costs		(2,698,409	)
Future cash inflows	$	186,158		$	21,955,464
Future development costs		(4,450,000	)
Future production costs		(89,815	)		(2,698,409	)
Future net cash flows		14,807,055
Future development costs		—			(4,450,000	)
Less 10% annual discount to reflect timing of cash flows		(11,166,405	)
					—
Standard measure of discounted future net cash flows	$	3,640,650
Future net cash flows		96,343			14,807,055
Less 10% annual discount to reflect timing of cash flows		(7,656	)		(11,166,405	)
Standard measure of discounted future net cash flows	$	88,687		$	3,640,650

Requirements for oil and gas reserve estimation and disclosure require that reserve estimates and future cash flows be based on the average market prices for sales of oil and gas on the first calendar day of each month during the year. The average prices used for the year ended December 31, 2022 and 2021 under these rules were $94.14 and $66.34 for crude oil, respectively. The average prices used for the year ended December 31, 2022 under these rules were $5.84 per one thousand cubic feet (or “MCF”) for natural gas and $0.76 per gallon for natural gas liquids and $260.01 per MCF for helium, respectively.

Future operating expenses and development costs are computed primarily by the Company’s petroleum engineers by estimating the expenditures to be incurred in developing and producing the proved oil and gas reserves at the end of the year, based on year end costs and assuming continuation of existing economic conditions. As mentioned above, the standardized measure presented here does not include the effects of income taxes as the tax basis for the Properties due to the substantial tax net operating loss carryforwards available to the Company which makes its use non-applicable on a go-forward basis. A discount factor of 10% was used to reflect the timing of future net cash flows. The standardized measure of discounted future net cash flows is not intended to represent the replacement cost or fair value of the ~~Properties of the~~ Company’s Properties. An estimate of fair value would also take into account, among other things, the recovery of reserves not presently classified as proved, anticipated future changes in prices and costs, and a discount factor more representative of the time value of money and the risks inherent in oil and gas reserve estimates.

Production, Prices and Production Costs

We ~~had~~began no production ~~during~~of ~~the~~crude ~~year~~oil ~~ended December 31, 2020. We began production~~ in April 2021 following the acquisition of the Properties.

The Hugoton Gas Field initial exploratory well was spud on May 7, 2022 near Garden City, Kansas with production casing set after testing and completion logs identified at least two potential zones with substantial gas and helium reserves. The initial well was completed upon the successful perforation across two lower intervals of the Chase group of formations. The fracture stimulation was completed in two stages during June 2022. The well was connected to the pipeline and commenced commercial production and sale of natural gas, natural gas liquids and helium on August 17, 2022. The Company is continuing to evaluate the initial flows of both natural gas, natural gas liquids and helium to determine its plan for additional wells on the farmout.

Significant Fields

~~Oil~~The ~~and natural gas production for fields containing more than 15% of the~~ Company’s ~~total~~principally ~~proved~~operates ~~reserves~~two ~~at each year end are presented in the table below. The Properties represents our only producing filed which produces primarily crude~~ oil inand ~~the~~natural ~~Otis~~gas ~~Albert~~production ~~Field~~for ~~from the Reagan Sand Zone at a depth of 3,600 feet.~~fields

	1.	The Properties in the Central Kansas Uplift represents our only producing oil field is which produces primarily crude oil in the Otis Albert Field from the Reagan Sand Zone at a depth of 3,600 feet.
	2.	The Hugoton Gas Field represe4nts our only producing natural gas, natural gas liquids and helium.

Production and Price History

The Company produced approximately 1,220 and 1,165 barrels of crude oil during the years ended December 31, 2022 and 2021 respectively from the Properties which had a total of 3three producing wells. We received an average price per barrel of crude oil sold of $96.87 and $67.84 per barrel for the years ended December 31, 2022 and 2021, respectively.

The Company produced approximately 12,183 MCFs of natural gas, 26,749 gallons of natural gas liquids and 67 MCFs of helium for the year ended December 31, 2022 from its initial pilot well that was completed and began commercial production/sale on August 17, 2022 in the Hugoton Gas Field.

Production wells

The following table sets forth the number of production wells in which the Company owned a working ~~interest~~interests as of December 31, 2022 and 2021. We utilize a third-party licensed operator to operate all of our wells. Productive wells consist of producing wells and wells ~~capable~~ capable of producing, including oil wells awaiting connection to production facilities to commence deliveries. The Company owns 100% of the working interest in all production wells as of December 31, 2022 and 2021.

	Year Ended December 31,
	2021		2020
	2022		2021
Kansas Properties:
Conventional production wells		2		—2
Horizontal production wells		1		—1
Total production wells		3		—
Hugoton Gas Field:
Conventional production wells		1		—
Total production wells		4		3

Drilling activity

The Company ~~did~~drilled ~~not~~one ~~drill~~new ~~any~~well during the year ended December 31, 2022 and no new wells during the ~~years~~year ended December 31, 2021. The new well was drilled in the Hugoton Gas Field. The Company produced approximately 12,183 MCFs of natural gas, 26,749 gallons of natural gas liquids and ~~2020~~67 MCFs of helium for the year ended December 31, 2022 from its initial pilot well that was completed and began commercial production/sale on August 17, 2022 in the Hugoton Gas Field.

Costs Incurred in Oil and Gas Activities

Costs incurred during the ~~year~~years ended December 31, 2022 and 2021 in connection with the Company’s oil and gas acquisition, exploration and development activities are shown below.

	Year ended December 31, 2021
	Year Ended December 31,
Property acquisition costs:
	2022		2021
Proved	$	—
Property acquisition costs:
Unproved		—
Proved	$	—	$	—
Total property acquisition costs		—
Unproved		—		—
Development costs		—
Total property acquisition costs				—
Exploration costs		272,799
Development costs		—		272,799
Total costs	$	272,799
Exploration costs		288,366		—
Total costs	$	288,366	$	272,799

~~The~~During the year ended December 31, 2022, the Company incurred $288,366 of exploration costs when it drilled its pilot well in the Hugoton Gas Field which was successfully completed and is producing and selling commercial quantities of natural gas, natural gas liquids and helium. During the year ended December 31, 2021, the Company incurred $272,799 in ~~exploration~~development costs on the Kansas Oil & Gas Properties in 2021 primarily to assess the potential of noble gas, ~~including~~and rare earth mineral reserves. Such exploration included noble gases such as helium and argon, and rare earth ~~mineral~~minerals ~~reserves,~~included ~~including~~ bromine, lithium and iodine. The Company is assessing the results of such tests to determine whether commercial amounts of reserves exist that can be profitably extracted on the Properties.

Aggregate capitalized costs relating to the Company’s oil and gas producing activities, and related accumulated depreciation, depletion, impairment and amortization are as follows:

		December 31,
	December 31, 2022			December 31, 2021
		2021			2020
Central Kansas Uplift - Oil and gas production equipment	$	913,425		$	913,425
Proved oil and gas properties	$	—		$	—
Hugoton Gas Field - Oil and gas production equipment		96,831			—
Unproved oil and gas properties		—			—
Central Kansas Uplift – Leasehold costs		15,225			—
Total		—			—
Hugoton Gas Field – Leasehold costs		191,535
Less accumulated impairment charge on oil and gas properties		—			—
Subtotal		1,217,016			913,425
Less accumulated depreciation, depletion and amortization		—			—
Less: Accumulated impairment		(905,574	)		—
Net capitalized costs	$	—		$	—
Less: Accumulated depreciation, depletion and amortization		(222,755	)		(92,502	)
Oil and gas properties and equipment, net	$	88,687		$	820,923

The $~~900~~288,~~000~~366 ~~acquisition~~exploration ~~price~~costs ofrelative the ~~Properties~~Hugoton Gas Field pilot well during the year ended December 31, 2022 was allocated to proved ~~tangible~~oil ~~equipment~~ and ~~seismic~~gas ~~data~~properties ~~acquired~~with as$191,535 ~~part~~to ofleasehold ~~the~~costs ~~acquisition~~and $96,831 representing tangible equipment. ~~None~~The $913,425 acquisition price of the ~~acquisition~~Properties ~~costs~~in 2021 was allocated to ~~proved~~tangible orequipment ~~unproved~~and ~~oil~~seismic ~~and~~data ~~gas~~acquired ~~reserves~~as ~~present~~part onof the ~~Properties~~ acquisition.

During the year ended December 31, 2022, the Company changed its strategy regarding the Central Kansas Uplift considering the reduced net cash flows from the sale of crude oil production. The reduction in net cash flows was attributable to lower spot crude oil prices during 2022 compared to 2021 and higher than anticipated operating costs related to the operation of the horizontal wells on the Properties. The Company has shut down the horizontal production wells as of December 31, 2022 and is considering the deepening of the conventional wells on the property to explore for helium and other noble gases that may be present in deeper producing zones. Accordingly, the Company has recorded an impairment charge of $712,812 to reduce the capitalized tangible and intangible costs related to its Central Kansas Uplift properties to zero as of December 31, 2022.

The Company performed the ceiling test to assess potential impairment of the capitalized costs relative to its Hugoton Gas Field Project. The ceiling test indicated an impairment charge of $192,762 was required to reduce the total capitalized costs to $88,687 as of December 31, 2022. Accordingly, the Company has recorded an impairment charge of $192,762 to reduce the capitalized tangible and intangible costs related to its Hugoton Gas Field properties to $88,687 as of December 31, 2022.

Costs Not Being Amortized

Oil and gas property costs not being amortized at December 31, ~~2021~~2022 and ~~2020~~2021, costs by year that the costs were incurred, are as follows:

Year Ended December 31,	Amount
2021	$	—
2022	$	—
2021		—
2020		—
Prior		—
Total costs not being amortized	$	—

Acreage Data

The following table sets forth the approximate gross and net acres of developed and undeveloped oil and gas leases we held as of December 31, ~~2021~~2022.

	Developed Acreage				Undeveloped Acreage
	Gross		Net		Gross		Net
Onshore U.S. – Otis Albert Field of the Properties		640		640		10,360		10,360
Other		—		—		—		—
Onshore U.S. – Hugoton Gas Field		180		72		400,000		160,000
Total		~~640~~820		~~640~~712		10410,360		10170,360

Item 3. Legal Proceedings.

The Company is subject to numerous claims and legal actions in which vendors are claiming breach of contract due to the Company’s failure to pay amounts due. The Company believes that it has made adequate provision for these claims in the accompanying financial statements.

The Company is currently involved in litigation as follows:

● In October 2012, the State of Texas filed a lawsuit naming Infinity Oil and Gas of Texas, Inc., a wholly-owned subsidiary of the Company which was sold in 2012 (“Infinity-Texas”), the Company and the corporate officers of Infinity-Texas, seeking $30,000 of reclamation costs associated with a single well, in addition to administrative expenses and penalties. The Company engaged in negotiations with the State of Texas in late 2012 and early 2013 and reached a settlement agreement that would reduce the aggregate liability, in this action and any extension of this to other Texas wells, to $45,103, which amount has been paid. Certain performance obligations remain which must be satisfied in order to finally settle and dismiss the matter. Pending satisfactory performance of the performance obligations and their acceptance by the State of Texas, the officers have potential liability regarding the above matter, who may be held personally harmless by indemnification provisions of the Company. Therefore, to the extent they might actually occur, these liabilities are the obligations of the Company. Management estimates that the liabilities associated with this matter will not exceed $780,000, calculated as $30,000 for each of the 26 Infinity-Texas operated wells. This related liability, less the payment made to the State of Texas in 2012 in the amount of $45,103, is included in the asset retirement obligation on the accompanying balance sheets. ● On September 26, 2014, Cambrian Consultants America, Inc. (“Cambrian”) filed an action in the District Court of Harris County, Texas, against the Company resulting from certain professional consulting services provided for quality control and management of seismic operations during November and December 2013 on the Concessions. Cambrian provided these services pursuant to a master consulting agreement with AMGAS, dated November 20, 2013, and has claimed breach of contract for failure to pay amounts due. On December 8, 2014, a default judgment was entered against the Company in the amount of $96,877 plus interest and attorney fees. The Company has included the impact of this litigation as a liability in its accounts payable. The Company will seek to settle the default judgment when it has the financial resources to do so. ● Torrey Hills Capital, Inc. (“Torrey”) notified the Company by a letter, dated August 15, 2014, of its demand for the payment of $56,000, which it alleged was unpaid and owed under a consulting agreement dated October 18, 2013. Torrey and the Company entered into a consulting agreement, pursuant to which Torrey agreed to provide investor relations services in exchange for payment of $7,000 per month and the issuance of 15,000 shares of Common Stock. The agreement was for an initial three month-term with automatic renewals unless terminated upon 30 days’ written notice by either party. The Company made payments totaling $14,000 and issued 15,000 shares of Common Stock during 2013. The Company contended that Torrey breached the agreement by not performing the required services and that it had provided proper notice of termination to Torrey. Furthermore, the Company contended that the parties agreed to settle the dispute on or about June 19, 2014 under which it would issue 2,800 shares of Common Stock in full settlement of any balance then owed and final termination of the agreement. Torrey disputed the Company’s contentions and submitted the dispute to binding arbitration. The Company was unable to defend itself and the arbitration panel awarded Torrey a total of $79,594 in damages. The Company has accrued this amount in accounts payable as of December 31, 2021 and 2020, which management believes is sufficient to provide for the ultimate resolution of this dispute.

●	In October 2012, the State of Texas filed a lawsuit naming Infinity Oil and Gas of Texas, Inc., a wholly-owned subsidiary of the Company which was sold in 2012 (“Infinity-Texas”), the Company and the corporate officers of Infinity-Texas, seeking $30,000 of reclamation costs associated with a single well, in addition to administrative expenses and penalties. The Company engaged in negotiations with the State of Texas in late 2012 and early 2013 and reached a settlement agreement that would reduce the aggregate liability, in this action and any extension of this action to other Texas wells, to $45,103, which amount has been paid. Certain performance obligations remain which must be satisfied in order to finally settle and dismiss the matter.

	Pending satisfactory performance of the performance obligations and their acceptance by the State of Texas, the Company’s officers have potential liability regarding the above matter, and the Company officers are held personally harmless by indemnification provisions of the Company. Therefore, to the extent they might actually occur, these liabilities are the obligations of the Company. Management estimates that the liabilities associated with this matter will not exceed $780,000, calculated as $30,000 for each of the 26 Infinity-Texas operated wells. This related liability, less the payment made to the State of Texas in 2012 in the amount of $45,103, is included in the asset retirement obligation on the accompanying balance sheets, which management believes is sufficient to provide for ultimate resolution of this dispute.

●	On September 26, 2014, Cambrian Consultants America, Inc. (“Cambrian”) filed an action in the District Court of Harris County, Texas, against the Company resulting from certain professional consulting services provided for quality control and management of seismic operations during November and December 2013 on the Concessions. Cambrian provided these services pursuant to a master consulting agreement with AMGAS, dated November 20, 2013, and has claimed breach of contract for failure to pay amounts due. On December 8, 2014, a default judgment was entered against the Company in the amount of $96,877 plus interest and attorney fees. The Company has included the impact of this litigation as a liability in its accounts payable which management believes is sufficient to provide for ultimate resolution of this dispute.

1618

● OnTorrey ~~March~~Hills 20Capital, ~~2020,~~Inc. ~~Joseph Ryan~~ (“~~Ryan~~Torrey”) ~~filed~~notified anthe ~~action~~Company inby ~~the~~a ~~District~~letter, ~~Court~~dated ofAugust ~~Johnson County~~15, ~~Kansas~~2014, ~~against~~of ~~AMGAS~~its ~~resulting~~demand ~~from~~for ~~certain~~the ~~professional~~payment ~~consulting~~of ~~services~~$56,000, ~~Ryan~~which it alleged hewas ~~performed~~unpaid ~~for Social, Environmental~~ and ~~Economic~~owed ~~Impact~~under ~~Assessments~~a ~~during~~consulting ~~July~~agreement ~~2012~~dated ~~through~~October ~~September~~18, ~~2015~~2013. onTorrey and the ~~Concessions.~~Company ~~Ryan~~entered ~~alleged~~into ~~that~~a ~~such~~consulting ~~services~~agreement, ~~were provided~~ pursuant to ~~oral~~which ~~agreements~~Torrey ~~with~~agreed ~~AMGAS.~~to ~~Ryan~~provide ~~claims~~investor ~~breach~~relations ofservices ~~contract~~in exchange for ~~failure~~payment toof ~~pay~~ $127,000 ~~amounts~~per ~~invoiced~~month and ~~due.~~the Onissuance ~~December~~of 2315,000 ~~2020,~~shares ~~Ryan~~of ~~filed~~Common aStock. ~~motion~~The agreement was for ~~default~~an ~~judgment~~initial ~~for~~three month-term with automatic renewals unless terminated upon 30 days’ written notice by either party. The Company made payments totaling $1214,000 inand ~~unpaid~~issued ~~invoices~~15,000 ~~plus~~shares ~~legal,~~of ~~fees,~~Common ~~statutory~~Stock ~~interest~~during 2013. The Company contended that Torrey breached the agreement by not performing the required services and ~~any~~that ~~expert~~it ~~testimony~~had ~~fees~~provided proper notice of termination to Torrey. ~~The~~Furthermore, the Company ~~has~~contended ~~filed~~that athe ~~motion~~parties agreed to ~~dismiss~~settle the ~~lawsuit~~dispute ~~because~~on ~~the~~or ~~claims~~about ~~are~~June ~~barred~~19, by2014 ~~the~~under ~~statute~~which it would issue 2,800 shares of ~~limitations~~Common Stock in full settlement of any balance then owed and ~~defective~~final ~~service~~termination of the agreement. ~~The~~Torrey disputed the Company’s ~~has~~contentions ~~included~~and submitted the ~~expected~~dispute ~~impact~~to ofbinding ~~this~~arbitration. ~~litigation~~The asCompany was unable to defend itself and the arbitration panel awarded Torrey a ~~liability~~total of $79,594 in ~~its~~damages. The Company has accrued this amount in accounts payable as of December 31, ~~2021~~2022 and ~~2020~~2021, which management believes is sufficient to provide for the ultimate resolution of this dispute.

Item 4. Mine Safety Disclosures.

Not applicable.

PART II

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

Principal Market and Price Range of Common Stock

Shares of our Common Stock are traded on the OTCQB Venture Tier Market (OTCQB) under the symbol “AMNI”. Prior to January 20, 2023, our Common Stock was quoted for trading on the OTCQB under the symbol “IFNY”. The following table sets forth the high and low closing bid prices for AMGAS’s Common Stock as reported by the OTCQB. The closing price of our Common Stock on ~~April~~May 511, ~~2022~~2023 was $0.3805 per share. The quotations reflect interdealer bid prices without retail markup, markdown or commission and may not represent actual transactions.

Year Ended December 31, 2022	High		Low
1st Quarter	$	0.49	$	0.28
2nd Quarter	$	0.61	$	0.25
3rd Quarter	$	0.35	$	0.09
4th Quarter	$	0.20	$	0.08

Year Ended December 31, 2021	High		Low
1st Quarter	$	0.40	$	0.09
2nd Quarter	$	0.35	$	0.15
3rd Quarter	$	0.35	$	0.21
4th Quarter	$	0.69	$	0.28

Year Ended December 31, 2020		High		Low
1st Quarter	$	0.18	$	0.03
2nd Quarter	$	0.44	$	0.02
3rd Quarter	$	0.23	$	0.11
4th Quarter	$	0.18	$	0.11

Holders of Common Stock

At December 31, ~~2021~~2022, there were approximately ~~159~~161 stockholders of record of our Common Stock.

Dividend Policy

Holders of Common Stock are entitled to receive such dividends as may be declared by our Board. We have not declared or paid and do not anticipate declaring or paying any dividends on our Common Stock in the near future. Any future determination as to the declaration and payment of dividends will be at the discretion of our Board and will depend on then-existing conditions, including our financial condition, results of operations, contractual restrictions, capital requirements, business prospects and such other factors as the board deems relevant.

1719

Holders of Series A Convertible Preferred Stock are entitled to receive the payment of 10% per annum cumulative dividends, in (i) cash, or (ii) shares of Common Stock, based on the stated/liquidation value of the Series A Convertible Preferred Stock. The holders of such Series A Convertible Preferred Stock ~~were~~earned ~~paid~~ dividends in ~~2021~~2022 of $~~174~~231,~~449~~619 and $~~-0-~~174,449 in ~~2020~~2021.

Securities Authorized for Issuance under Equity Compensation Plans

At the Annual Meeting of Stockholders held on October 13, 2021, the stockholders approved the 2021 Plan and we reserved 5,000,000 shares of Common Stock for issuance under the 2021 Plan. At the Annual Meeting of Stockholders held on September 25, 2015, the stockholders approved the 2015 Stock Option and Restricted Stock Plan (the “2015 Plan”) and we reserved 500,000 shares of Common Stock for issuance under the 2015 Plan.

Under the 2021 Plan and the 2015 Plan, both incentive and non-statutory stock options may be granted to employees, officers, non-employee directors and consultants. Options granted under the 2021 Plan and 2015 Plan allow for the purchase of shares of Common Stock at prices not less than the fair market value of such stock at the date of grant, become exercisable immediately or as directed by the Company’s Board and expire ten years after the date of grant. The Company has issued stock options and restricted stock awards that are outside of a formal plan with terms similar to the 2021 Plan and 2015 Plan as described in this Annual Report on Form 10-K.

As of December 31, ~~2021~~2022, an aggregate 5,500,000 shares were available for future grants under the 2021 Plan and the 2015 Plan. All other Plans have now expired.

The following table sets forth certain information regarding our stock option plans as of December 31, ~~2021~~2022:

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Plan category

(a)

(b)

(c)

Equity compensation plans approved by stockholders

—

5,500,000

Option grants not issued under a plan approved by stockholders

1,~~892~~442,000

12.9338

n/a

Total

1,~~892~~442,000

12.9338

5,500,000

Recent Issuances of Unregistered Securities

During the last three (3) years, we have sold the following unregistered securities:

On May 23, 2019, we and an investor (“May 2019 Investor”) entered into an exchange agreement (“May 2019 Exchange Agreement”) and a side-letter agreement (“Side-Letter Agreement”) related to the private placement of a $12.0 million principal amount secured convertible note and a warrant to purchase 1,800,000 shares of Common Stock in May 2015 (the “May 2015 Private Placement”). Under the May 19 Exchange Agreement, the May 2019 Investor exchanged all of its rights under the original securities issued in the May 2015 Private Placement for 770,485 shares of Common Stock (which was amended to 605,816 shares of Common Stock pursuant to Amendment No.1 to the May 2019 Exchange Agreement, dated May 30, 2019) and certain rights to acquire additional securities in the future, which may be exercised for additional shares of Common Stock. Pursuant to the provisions of the Side-Letter Agreement, dated November 23, 2019, the parties agreed to the issuance of 567,348 shares of Common Stock and a warrant to purchase up to 61,380 shares of Common Stock at an exercise price of $0.50 per share, which expires on June 19, 2026. Pursuant to the Side-Letter Agreement, we also agreed that from the execution date of the May 2019 Exchange Agreement until twelve (12) months from such date, we will not raise capital at a price that is below $0.10 per share of Common Stock (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) without the consent of the May 2019 Investor. Such shares of Common Stock and rights to acquire additional securities were issued in reliance on Section 3(a)(9) of the Securities Act.

On June 4, 2019, we and WestPark Capital, Inc. (“WestPark”) executed an exchange agreement, pursuant to which WestPark received a new warrant to purchase up to 50,000 shares of Common Stock (post-split basis) with an exercise price of $0.50 per share and a seven-year term in exchange for its original warrant in connection with the May 2015 Private Placement. The new warrant does not contain any price protection provisions. Such new warrant was issued in reliance on Section 3(a)(9) of the Securities Act.

On June 19, 2019, we and a private, third-party lender entered into an exchange agreement whereby such lender received a warrant to purchase up to 570,000 shares of Common Stock (post-split basis) with an exercise price of $0.50 per share and a seven-year term in exchange for its two convertible notes payable issued on November 8, 2016 and November 7, 2017, respectively, and accrued interest thereon. The warrant does not contain any price protection provisions. Such warrant was issued in reliance on Section 3(a)(9) of the Securities Act.

During August 2019 through October 2019, we issued a total of 1,425,000 shares of Common Stock at $0.10 per share for a total of $142,500 pursuant to a private placement memorandum to certain accredited investors. We used the proceeds to pay the $50,000 nonrefundable deposit required for the Option from Core, to purchase the production and mineral rights/leasehold on the Properties and for general working capital purposes. We relied on the exemption provided by Section 4(a)(2) of the Securities Act and Regulation D thereunder in issuing the shares of Common Stock in the private placement. We paid no commission or other similar compensation in connection with the transactions.

On August 19, 2020, we entered into a securities purchase agreement (the “August Purchase Agreement”) with one investor (the “August Investor”), pursuant to which we issued to the August Investor, in consideration for an aggregate of $325,000, (i) a senior unsecured convertible note payable due August 19, 2021 (the “August Note”), which was, subject to certain conditions, convertible into an aggregate of 3,943,820 shares of Common Stock, at a price of $0.10 per share; and (ii) a common stock purchase warrant (the “August Warrant”), which is immediately exercisable upon issuance and on a cashless basis if the August Warrant has not been registered 180 days after the date of issuance for up to 800,000 shares of Common Stock at an exercise price of $0.50 per share, subject to customary adjustments. Pursuant to the August Purchase Agreement, the August Note and August Warrant were issued to the August Investor in a private placement transaction pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. Pursuant to the August Purchase Agreement, the August Investor was also granted certain piggy-back registration rights, whereby we agreed to register the resale of the shares of Common Stock underlying the August Warrant and the August Note. We repaid the August Note on March 26, 2021. On August 5, 2021, the Company has filed a registration statement on Form 424B4 to register for resale all of the shares of Common Stock issuable upon exercise of the August Warrant issued to the August Investor.

The exercise of the August Warrant is subject to a beneficial ownership limitation such that the August Investor may not exercise the August Warrant to the extent that such exercise would result in the August Investor being the beneficial owner in excess of 4.99% (or, upon election of the August Investor, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon such exercise, which beneficial ownership limitation may be increased or decreased up to 9.99% upon notice to us, provided that any increase in such limitation will not be effective until 61 days following notice to us.

Additionally, pursuant to the August Purchase Agreement, for so long as the August Note or August Warrant is outstanding, the August Investor has a right to participate in any issuance of the Common Stock, Common Stock Equivalents (as defined in the August Purchase Agreement), conventional debt, or a combination of such securities and/or debt (a “Subsequent Financing”), up to an amount equal to 35% of the Subsequent Financing.

We used the proceeds of the August Note to pay off $60,125 in principal balance of notes payable that were in default, to pay the $100,000 required by the SKM Exchange Agreement (as defined below) and for general working capital.

On August 19, 2020, we granted certain of our executive officers, directors and affiliate thereof and consultant, outside of our existing equity compensation plans, and pursuant to the August 2020 Restricted Stock Agreements, an aggregate of 5,000,000 shares of Common Stock, subject to the restrictions contained therein, as compensation for their services to the Company. Such individuals were granted such shares pursuant to the exemption provided by Section 4(a)(2) of the Securities Act.

On September 24, 2020, we entered into an exchange and settlement agreement (the “SKM Exchange Agreement”) with SKM Partnership, Ltd. (“SKM”), pursuant to which SKM agreed to exchange an 8% promissory note issued by us to SKM, dated as of December 27, 2013, in the original principal amount of $1,050,000, representing outstanding principal balance of $1,000,000 and accrued and unpaid interest thereon of $481,000, for (i) a cash payment in the amount of $100,000 and (ii) 737,532 newly issued shares of Common Stock. The issuance of the 737,532 shares is being made without any restrictive legends upon reliance on the exemptions from the registration requirements of the Securities Act afforded by Section 3(a)(9) of the Securities Act and Rule 144 promulgated thereunder. The closing of the exchange occurred on September 24, 2020.

On March 26, 2021, we entered into securities purchase agreements (collectively, the “March Purchase Agreements”) with certain investors (the “March Investors”), pursuant to which, in consideration for an aggregate of $2,050,000, we issued an aggregate of 22,776 shares of Series A Preferred Stock and common stock purchase warrants (the “March Warrants”) exercisable for up to 5,256,410 shares of Common Stock six (6) months following issuance and for five (5) years after such date. Holders of the March Warrants may exercise them on a cashless basis pursuant to the formula provided in the March Warrants if there is not an effective registration statement for the sale of the shares of Common Stock underlying the March Warrants within six (6) months following the Closing Date, as defined in the March Warrants. Such securities were issued to March Investors in a private placement transaction pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

In connection with the March Purchase Agreement, we and the March Investors entered into that certain registration rights agreement (the “Registration Rights Agreement”), pursuant to which we agreed to file a registration statement to register such shares of Common Stock issuable upon conversion of the Series A Preferred Stock and such shares of Common Stock underlying the March Warrants. In order to satisfy such obligations, on August 5, 2021, the Company filed a registration statement to register for resale all of the Preferred Shares and Warrant Shares issuable upon conversion of the shares of Series A Preferred Stock and upon exercise of the March Warrants issued to the March Investors.

The closing of the private placement in connection with the March Purchase Agreements took place on March 26, 2021.

We used the proceeds of the offering of the Series A Preferred Stock to complete the acquisition of the Properties and intend to use the remaining proceeds to complete development of the Properties, to pay-off all outstanding convertible notes payable and for general working capital.

On March 31, 2021, we entered into entered into the Debt Settlement Agreements with six creditors of the Company (collectively, the “Creditors”), pursuant to which the Creditors agreed to extinguish an aggregate of $2,866,497 of debt and liabilities of the Company owed to such Creditors in consideration for the issuance to each Creditor of (i) an aggregate of approximately $28,665 in the 3% Notes , which are, subject to certain conditions, convertible at any time at the option of the Creditors into an aggregate of 65,930 shares of Common Stock (including accruable interest), at a price of $0.50 per share and (ii) common stock purchase warrants (the “Creditor Warrants”) which are immediately exercisable for up to an aggregate of 5,732,994 shares of Common Stock and for five (5) years thereafter. We also granted the Creditors certain piggy-back registration rights pursuant to the Notes and the Creditor Warrants, which were satisfied by the Company filing the registration statement on Form 424B4 on August 5, 2021. Such securities were issued to the Creditors in a private placement transaction pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act.

The 3% Notes bear interest at a rate of 3% per annum, may be voluntarily repaid in cash in full or in part by us at any time in an amount equal to the face amount plus any accrued and unpaid interest on the 3% Notes (or portion thereof) being prepaid, and mature on March 30, 2026.

On April 1, 2021, the Company and the holder of a $50,000 outstanding convertible note (the “April 2021 Creditor #1”) entered into a settlement agreement pursuant to which the Company issued to such holder 145,000 shares of Common Stock in consideration for the extinguishment of the outstanding principal and accrued interest on such note and the cancellation of common stock purchase warrants of the Company issued in connection with the issuance of such note. The 145,000 shares of Common Stock issued to such holder pursuant to such settlement agreement were valued at $40,600 based on the closing market price of the Common Stock on the date of such extinguishment and cancellation. Such securities were issued to the April 2021 Creditor #1 in a private placement transaction pursuant to an exemption from the registration requirements of the Securities Act provided in Section 3(a)(9) of the Securities Act.

Also on April 1, 2021, the Company and the holder of a $35,000 outstanding convertible note (the “April 2021 Creditor #2”) entered into a settlement agreement pursuant to which the Company issued to such holder 100,000 shares of Common Stock in consideration for the extinguishment of the outstanding principal and accrued interest on such note and the cancellation of common stock purchase warrants of the Company issued in connection with the issuance of such note. The 100,000 shares of Common Stock issued to such holder pursuant to such settlement agreement were valued at $28,000 based on the closing market price of the Common Stock on the date of such extinguishment and cancellation. Such securities were issued to the April 2021 Creditor #2 in a private placement transaction pursuant to an exemption from the registration requirements of the Securities Act provided in Section 3(a)(9) of the Securities Act.

On June 4, 2021, our Board authorized the grant of stock options to purchase up to (i) 500,000 shares of Common Stock to Mr. Ross, (ii) 100,000 shares of Common Stock to Mr. Richie, (iii) 100,000 shares of Common Stock to Mr. Hutchins, (iv) 350,000 shares of Common Stock to Mr. Loeffelbein, and (v) a total of 750,000 shares of Common Stock to three Company consultants. All such stock options vest on June 4, 2022, contingent upon the holder of such options continuing to serve the Company on such date, have 10-year terms and are exercisable at $0.50 per share. Such individuals were granted such stock options pursuant to the exemption provided by Section 4(a)(2) of the Securities Act in consideration for the time and efforts such individuals devoted to assisting the acquisition of the Properties and its drilling program.

On August 30, 2021, the Company entered into an agreement with an accredited investor (the “8% Note Investor”) for the Company’s 8% Note, with an aggregate principal face amount of $100,000. The 8% Note is, subject to certain conditions, convertible into an aggregate of 200,000 shares of Common Stock, at a price of $0.50 per share. The Company also issued a five-and-one-half-year common stock purchase warrant to purchase up to 200,000 shares of Common Stock at an exercise price of $0.50 per share, subject to customary adjustments (the “8% Note Warrant”), which is immediately exercisable. The 8% Note Investor purchased the 8% Note and 8% Note Warrant from the Company for an aggregate purchase price of $100,000. The Company also granted the 8% Note Investor certain piggy-back registration rights whereby the Company has agreed to register for resale the shares underlying the 8% Note Warrant and the conversion of the 8% Note unless the shares of the Company commences trading on the NYSE American; the Nasdaq Capital Market; the Nasdaq Global Market; the Nasdaq Global Select Market; or the New York Stock Exchange, within 120 days after the closing date of such transaction.

The 8% Note bears interest at a rate of 8% per annum, may be voluntarily repaid in cash in full or in part by the Company at any time in an amount equal to 120% of the principal amount of the 8% Note and any accrued and unpaid interest. 50% of the 8% Note shall be mandatorily repaid in cash in an amount equal to 120% of the principal amount of the 8% Note and any accrued and unpaid interest in the event of the consummation by the Company of any public or private offering or other financing pursuant to which the Company receives gross proceeds of at least $2,000,000 and 100% of the 8% Note, plus accrued interest shall be mandatorily repaid in an amount equal to 120% of outstanding principal and interest in cases in which the Company receives gross proceeds of at least $3,000,000. In addition, pursuant to the 8% Note, so long as the 8% Note remains outstanding, the Company cannot enter into any financing transactions pursuant to which the Company sells its securities at a price lower than $0.50 per share without written consent of the 8% Note Investor.

The conversion of the 8% Note and the exercise of the 8% Note Warrant are each subject to its applicable beneficial ownership limitation.

The 8% Note and the 8% Note Warrant were issued to the 8% Note Investor pursuant to Section 4(a)(2) of the Securities Act, because the 8% Note Investor represented that it had sufficient sophistication and knowledge of the Company, and the issuance did not involve any form of general solicitation or general advertising. Furthermore, the 8% Note Investor made representations that the securities issued to extinguish the obligations were taken for investment purposes and not with a view to resale.

On October 29, 2021, the Company entered into a securities purchase agreement (the “November Purchase Agreement”) with three additional accredited investors (the “November Investors”) for the Company’s Senior Unsecured Convertible Promissory Notes due October 29, 2022 (the “November Notes”), with an aggregate principal face amount of $550,000. The November Notes are, subject to certain conditions, convertible into 1,100,000 shares (the “November Conversion Shares”) of Common Stock, at a price per share of $0.50 (“November Conversion Price”). Pursuant to the November Purchase Agreement, the Company also issued a five-and-one-half-year common stock purchase warrant (the “November Warrant”) to purchase up to 1,650,000 shares of Common Stock (the “November Warrant Shares” and collectively with the November Notes, the November Conversion Shares, and the November Warrant, the “November Securities”) at an exercise price of $0.50 per share, subject to customary adjustments. The November Investors purchased the November Securities for an aggregate purchase price of $850,000. The Company has also granted the November Investors certain piggy-back registration rights whereby the Company has agreed to register the resale by the November Investors of the November Warrant Shares and November Conversion Shares. The Company relied on the exemption from the registration requirements of the Securities Act, provided in Section 4(a)(2) of the Securities Act.

The November Notes bear interest at a rate of 8% per annum, may be voluntarily repaid in cash in full or in part by the Company at any time (subject to the occurrence of an event of default) in an amount equal to 120% of the principal amount of each November Note and any accrued and unpaid interest, and shall be mandatorily repaid in cash in an amount equal to a) 50% of the then outstanding principal amount equal to 120% of the principal amount of each November Note and any accrued and unpaid interest in the event of the consummation by the Company of any public or private offering or other financing pursuant to which the Company receives gross proceeds of at least $2,000,000 but not greater than $3,000,000; or b) 100% of the then outstanding principal amount equal to 120% of the principal amount of a November Note and any accrued and unpaid interest in the event of the consummation by the Company of any public or private offering or other financing pursuant to which the Company receives gross proceeds of in excess of $3,000,000. In addition, pursuant to the November Notes, so long as a November Note remains outstanding, the Company shall not enter into any financing transactions pursuant to which the Company sells its securities at a price lower than the November Conversion Price, subject to certain adjustments, without written consent of the November Investors.

The conversion of the November Notes and the exercise of the November Warrants are each subject to Beneficial Ownership Limitation.

Pursuant to the November Purchase Agreement, for a period of twelve (12) months after the Closing Date (as defined in the November Purchase Agreement), the November Investors have a right to participate in Subsequent Financing, up to an amount equal to thirty-five percent (35%) of the Subsequent Financing. The transaction completed by the November Purchase Agreement closed on November 1, 2021.

On November 9, 2021, the Company entered into a USNG Letter Agreement, pursuant to which USNG will provide consulting services to the Company for exploration, testing, refining, production, marketing and distribution of various potential reserves of noble gases and rare earth element/minerals on the Properties. The USNG Letter Agreement would cover all of the noble gas, specifically helium, and rare earth elements/minerals potentially existing on the Properties and the future acquisitions of the Company, if any.

The USNG Letter Agreement required the Company to establish a four-member Board of Advisors, which will help attract both industry partners and financial partners for developing a large helium, noble gas and/or rare earth element/mineral resources that may exist in the region where the Company currently operates. The industry partners would include helium, noble gas and/or rare earth element/mineral purchasers and exploration and development companies from the energy industry. The financial partners may include large family offices or small institutions.

The Company also is required to pay USNG a $8,000 monthly cash fee beginning at the onset of commercial helium or minerals production and sales, subject to certain thresholds. Such monthly fees will become due and payable for any month that AMGAS receives cash receipts in excess of $25,000 derived from the sale of noble gases and/or rare earth elements/minerals.

In consideration of the foregoing and pursuant to the terms of the USNG Letter Agreement, on November 9, 2021, the Company also issued warrants (the “November 9 Warrants”), exercisable for five (5) years, to purchase, in the aggregate, 2,000,000 shares of Common Stock, at an exercise price of $0.50 per share, subject to customary adjustments (the “November 9 Exercise Price”) to three of USNG’s principal consultants. The Company also issued November 9 Warrants to purchase, in the aggregate, 1,200,000 shares of Common Stock at the November 9 Exercise Price to the four members of the Board of Advisors and options to acquire 60,000 shares of Common Stock to various support personnel at the November 9 Exercise Price. The Company therefore granted a total of 3,260,000 November 9 Warrants to purchase its Common Stock for a price of approximately $1.6 million in connection with the USNG Letter Agreement and the arrangements described therein. In issuing the November 9 Warrants, the Company relied on an exemption from registration under Section 4(a)(2) of the Securities Act. Each holder of the November 9 Warrants has advised the Company that they are sophisticated and can bear the risks associated with the November 9 Warrants, and the Company has not engaged in general solicitation in connection with the offer or sale of the November 9 Warrants.

On June 8, 2022, the Company issued to an accredited investor an unsecured convertible note due September 15, 2022 (the “June 2022 Note”), with an aggregate principal face amount of $350,000. The June 2022 Note is, subject to certain conditions, convertible into an aggregate of 700,000 shares of Common Stock, at a price of fifty cents ($0.50) per share. The Company also issued a five-year Common Stock purchase warrant to purchase up to 700,000 shares of Common Stock at an exercise price of fifty cents ($0.50) per share, subject to customary adjustments (the “June 2022 Warrants”) which are immediately exercisable. The investor purchased the June 2022 Note and June 2022 Warrant from the Company for an aggregate purchase price of $350,000 and the proceeds were used for drilling and completion costs on the initial well drilled under the Hugoton Gas Field participation agreement and general working capital purposes. The Company also granted the investor certain piggy-back registration rights whereby the Company has agreed to register for resale the shares of Common Stock underlying the June 2022 Warrant and the conversion of the June 2022 Note unless the shares of the Company commence to trade on the NYSE American; the Nasdaq Capital Market; the Nasdaq Global Market; the Nasdaq Global Select Market; or the New York Stock Exchange, within one hundred twenty (120) days after the closing date.

The June 2022 Note bears interest at a rate of eight percent (8%) per annum, may be voluntarily repaid in cash in full or in part by the Company at any time in an amount equal to the remaining principal amount of the underlying note and any accrued and unpaid interest.

The note has matured and therefore the remaining unamortized discount relative to the June 2022 Notes was $-0- as of December 31, 2022.

On May 5, 2023, the Company reached an agreement with the holder of two separate convertible notes payable in the aggregate principal face amount of approximately $450,000 (including the June 2022 Note), which the Company did not pay by their maturity dates. The Company and the holder of the two convertible notes payable entered into a new convertible promissory note (the “New Note”), exchanging the outstanding principal amount of the old convertible notes payable into the New Note, with a maturity date of September 30, 2023. Upon issuance of the New Note, the old convertible notes payable were cancelled and the repayment defaults under the prior convertible notes payable were cured with the entry into the New Note. The conversion price of the New Note was reduced from $0.50 per share to $0.40 per share however, the interest rate and other significant terms of the New Note are the same as those of the prior convertible notes payable.

In May 2022 the Company entered into a securities purchase agreement with two accredited investors (the “Investors”) for the Company’s 8% convertible notes payable due June 29, 2022 (the “May 2022 Notes”), with an aggregate principal amount of $850,000. The May 2022 Notes are, subject to certain conditions, convertible into an aggregate of 2,125,000 shares of Common Stock, at a price of forty cents ($0.40) per share. The Company also issued an aggregate of 425,000 shares of Common Stock as commitment shares (“Commitment Shares” and, together with the May 2022 Notes and Conversion Shares, the “Securities”) to the Investors as additional consideration for the purchase of the May 2022 Notes. The closing of the offering of the Securities occurred on May 13, 2022, when the Investors purchased the Securities for an aggregate purchase price of $850,000. The Company has also granted the Investors certain automatic and piggy-back registration rights whereby the Company has agreed to register the resale by the Investors of the Conversion Shares. The proceeds of this offering of Securities were used to purchase the Company’s membership interests in GMDOC.

The May 2022 Notes bear interest at a rate of eight percent (8%) per annum, may be voluntarily repaid in cash in full or in part by the Company at any time (subject to the occurrence of an event of default) in an amount equal to 120% of the principal amount of each May 2022 Note and any accrued and unpaid interest, and shall be mandatorily repaid in cash in an amount equal to a) fifty percent (50%) of the then outstanding principal amount equal to 120% of the principal amount of each May 2022 Note and any accrued and unpaid interest in the event of the consummation by the Company of any public or private offering or other financing pursuant to which the Company receives gross proceeds of at least $2,000,000 but not greater than $3,000,000; or b) one hundred percent (100%) of the then outstanding principal amount equal to 120% of the principal amount of a May 2022 Note and any accrued and unpaid interest in the event of the consummation by the Company of any public or private offering or other financing pursuant to which the Company receives gross proceeds of in excess of $3,000,000. In addition, pursuant to the May 2022 Notes, so long as such May 2022 Notes remain outstanding, the Company shall not enter into any financing transactions pursuant to which the Company sells its securities at a price lower than the $0.40 per share conversion price, subject to certain adjustments, without the written consent of the Investors.

The conversion of the May 2022 Notes are each subject to beneficial ownership limitations such that the Investors may not convert the May 2022 Notes to the extent that such conversion or exercise would result in an Investor being the beneficial owner in excess of 4.99% (or, upon election of the Investor, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon such conversion, which beneficial ownership limitation may be increased or decreased up to 9.99% upon notice to the Company, provided that any increase in such limitation will not be effective until 61 days following notice to the Company.

With respect to the two May 2022 Notes with an aggregate outstanding principal balance of $312,500 as of December 31, 2022 the Company has reached an agreement with the two Investors. On January 10, 2023, the Company amended each of those notes by entering into a letter agreement between the Investors and the Company. The Letter Agreement modifies the terms of the notes by extending each note’s respective maturity date to September 30, 2023. In consideration for the extension, the Company amended the Fixed Conversion Price (as defined in each note) to $0.10, subject to any future adjustments as provided in each of the notes.

During May 2022, the Board of Directors granted 1,550,000 shares of restricted stock awards to our officers, directors and consultants. In addition, during August 2020 the Board of Directors granted 5,000,000 shares of restricted stock awards to our officers, directors and a consultant. Restricted stock awards are valued on the date of grant and have no purchase price for the recipient. Restricted stock awards typically vest over a period of time generally corresponding to yearly anniversaries of the grant date. Unvested shares of restricted stock awards may be forfeited upon the termination of service of employment with the Company, depending upon the circumstances of termination. Except for restrictions placed on the transferability of restricted stock, holders of unvested restricted stock have full stockholder’s rights, including voting rights and the right to receive cash dividends.

Item 6. [Reserved.]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation.

The following information should be read in conjunction with the Financial Statements and Notes presented elsewhere in this Annual Report on Form 10-K. See Note 1 – “Summary of Significant Accounting Policies,” to the Financial Statements for the Years Ended December 31, ~~2021~~2022 and ~~2020~~2021.

Overview

The Company ishas anassessed ~~oil~~various opportunities and ~~gas~~strategic ~~exploration,~~alternatives ~~development~~involving ~~and~~the ~~production company~~acquisition, ~~which~~exploration isand ~~primarily~~development ~~in the business~~ of ~~drilling and operating~~ oil and gas ~~wells.~~oil ~~From~~producing ~~2009~~properties toin ~~2020,~~ the ~~Company~~United ~~had~~States, ~~pursued~~including the ~~exploration~~possibility of ~~potential~~acquiring ~~oil~~businesses ~~and~~or ~~gas~~assets ~~resources~~that inprovide ~~the~~support ~~Concession –~~services ~~Perlas~~for ~~and Tyra concession blocks offshore Nicaragua in~~ the ~~Caribbean~~production ~~Sea, containing a total~~ of ~~approximately~~oil ~~1.4~~and ~~million~~gas ~~acres. However,~~ in ~~January 2020,~~ the ~~Company~~United ~~abandoned the Concessions~~States.

OnAs ~~April~~a 1result, ~~2021,~~ we ~~completed~~are ~~the~~now ~~acquisition~~involved ofwith the ~~Properties,~~following ~~under~~oil ~~the~~and ~~same~~gas ~~terms~~producing of the Asset Purchase Agreement which provided a purchase price of $900,000. The Company raised approximately $2.05 million on March 26, 2021 through the issuance of Series A Convertible Preferred Stock with detachable common stock purchase warrants.properties:

Central Kansas Uplift - On April 1, 2021, we completed the acquisition of the Central Kansas Uplift Properties, for a purchase price of $900,000. The Central Kansas Uplift Properties include the production and mineral rights/leasehold for oil and gas properties, subject to overriding royalties to third parties, in the Central Kansas Uplift geological formation covering over 11,000 contiguous acres (the “Properties”). The purchase of the Properties included the existing production equipment, infrastructure and ownership of 11 square miles of existing 3-D seismic data on the acreage. The Properties include a horizontal producing well, horizontal saltwater injection well, conventional saltwater disposal well and two conventional vertical producing wells, which currently produce from the Reagan Sand Zone with an approximate depth of 3,600 feet.

We ~~have~~ commenced rework of the existing production wells after ~~immediately~~completion ~~after~~of the acquisition of the Properties and have performed testing and evaluation of the existence of noble gas reserves on the Properties, including helium, argon and other rare earth minerals ~~and~~ /gases. Testing of the Properties for noble gas reserves has provided encouraging but not ~~yet~~ conclusive results and ~~the~~we ~~Company~~have ~~has~~ yet to determine the possibility of commercializing the noble gas reserves on the Properties. The Company plans to assess the Properties’ existing oil and gas reserves ~~on the Properties~~, ~~while~~including ~~continuing~~ the ~~evaluation~~exploration offor the existence of new oil and gas zones and other mineral reserves, ~~and~~in ~~specifically~~ particular, the noble gas reserves that the Properties may hold.

23During the year ended December 31, 2022, the Company changed its strategy regarding the Central Kansas Uplift considering the reduced net cash flows from the sale of crude oil production. The reduction in net cash flows was attributable to lower spot crude oil prices during 2022 compared to 2021 and higher than anticipated operating costs related to the operation of the horizontal wells on the Properties. The Company has shut down the horizontal production wells as of December 31, 2022 and is considering the deepening of the conventional wells on the property to explore for helium and other noble gases that may be present in deeper producing zones. Accordingly, the Company has recorded an impairment charge of $712,812 to reduce the capitalized tangible and intangible costs related to its Central Kansas Uplift properties to zero as of December 31, 2022.

WeHugoton ~~may~~Gas ~~find~~Field itFarm-Out ~~necessary~~- toOn ~~obtain~~April ~~new~~4, ~~sources~~2022, ofthe ~~debt~~Company ~~and/or~~acquired ~~equity~~a ~~capital~~40% toparticipation ~~fund~~in ~~the~~a ~~exploration~~Farmout ~~and~~Agreement ~~development~~by ofand ~~the~~between ~~Properties enumerated~~Sunflower ~~above~~Exploration, LLC as ~~well~~the Farmee and Scout Energy Partners as Farmor with regards to ~~satisfy~~its ~~our~~oil ~~existing~~and ~~debt~~gas ~~obligations.~~interests Wein ~~can~~the ~~provide~~Hugoton noGas ~~assurance~~Field, located ~~that~~in weHaskell ~~will~~and beFinney ~~able~~Counties, Kansas. The Company has joined three other parties to ~~obtain~~explore ~~sufficient~~for ~~new~~and develop potential oil, ~~debt/equity~~natural ~~capital~~gas, tonoble ~~fund~~gases ~~our~~and ~~planned~~brine ~~development~~minerals ofon the ~~Properties~~properties underlying the Farmout Agreement (collectively the “Hugoton JV”).

The Hugoton JV believes that its unconventional theory has not previously been targeted for exploration by historical operations in the field. The initial exploratory well was spud on May 7, 2022 near Garden City, Kansas, with production casing set after testing and completion logs identified at least two potential zones with substantial gas and helium reserves. The initial well was completed upon the successful perforation across two lower intervals of the Chase group of formations. The fracture stimulation was completed in two stages during June 2022. The well was connected to the pipeline and commenced commercial production and sales of natural gas, natural gas liquids and helium on August 17, 2022. The Company is continuing to evaluate the initial flows of both natural gas, natural gas liquids and helium to determine its plan for additional wells on the farmout.

Investment in GMDOC, LLC - On May 3, 2022, the Company entered into an operating agreement (the “Operating Agreement”) pursuant to which the Company acquired 17 (or 60.7143%) of 28 limited liability membership interests (the “Interests”) in GMDOC, LLC, a Kansas limited liability company (“GMDOC”), for an aggregate purchase price of $4,037,500, and was subsequently admitted as a member of GMDOC.

With respect to its cash capital contribution, the Company paid a non-refundable cash deposit for the membership interests in the amount of $50,000 on May 3, 2022. The Company paid the remainder of the cash contribution for the membership interests, or $800,000, on May 16, 2022. The remainder of the Company’s capital contribution, or $3,187,500, was financed by the Bank Loan (as defined below).

GMDOC had previously acquired 70% of the working interests (the “Acquisition”) in certain oil and gas leases (the “GMDOC Leases”) from Castelli Energy, L.L.C., an Oklahoma limited liability company. The GMDOC Leases cover approximately 10,000 acres located in Southern Kansas near the Oklahoma border. The GMDOC Leases currently produce approximately 100 barrels of oil per day and 1.5 million cubic feet of natural gas per day on a gross basis.

GMDOC is managed by two members: Darrah Oil Company, LLC, and Grand Mesa Operating Company, (collectively the “Managing Members”), which also serve as the operating companies under the GMDOC Leases.

Name Change and Reincorporation Matters

At the Company’s Annual Meeting of Stockholders held on October 13, 2021, the stockholders approved an amendment to the Company’s Certificate of Incorporation, changing the Company’s name to American Noble Gas, Inc. The stockholders also approved an amendment to the Company’s Certificate of Incorporation, removing the provision providing that any action taken by the stockholders by written consent in lieu of a meeting requires that all of the Company’s stockholders entitled to vote on such action consent in writing thereto. Finally, the stockholders approved the 2021 Plan and we reserved 5,000,000 shares of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”) for issuance under the 2021 Plan.

Reincorporation in Nevada

On December 7, 2021, pursuant to the Agreement and Plan of Merger, ~~the~~American ~~Predecessor~~Noble Gas, Inc., a Delaware corporation, merged with and into its wholly owned subsidiary, American Noble Gas Inc., a Nevada corporation (“AMGAS-Nevada” and/or the “Company”) with AMGAS-Nevada continuing as the surviving corporation. In conjunction with the merger, AMGAS-Nevada succeeded to the assets, continued the business and assumed the rights and obligations of the ~~Predecessor~~predecessor Delaware corporation existing immediately prior to the merger. The merger was consummated by the filing of a Certificate of Merger on December 7, 2021 with the Secretary of State of the State of Delaware and Articles of Merger with the Secretary of State of the State of Nevada. The Agreement and Plan of Merger and transactions contemplated thereby were adopted by the holders of a majority of the outstanding shares of the ~~Predecessor~~predecessor’s ~~Common~~common ~~Stock~~stock, par value $0.0001 per share, and/or Series A Convertible Preferred Stock , par value $0.0001 per share, on an as-converted common stock basis, by written consent in lieu of a special meeting of stockholders, in accordance with the Delaware General Corporation Law.

Pursuant to the Agreement and Plan of Merger, (i) each outstanding share of the Predecessor’s common stock automatically converted into one share of common stock, par value $0.0001 per share, of AMGAS-Nevada, (ii) each outstanding share of the Predecessor’s Series A Convertible Preferred Stock automatically converted into one share of Series A Convertible Preferred Stock, par value $0.0001 per share, of AMGAS-Nevada, and (iii) each outstanding option, right or warrant to acquire shares of the Predecessor common stock converted into an option, right or warrant to acquire an equal number of shares of AMGAS-Nevada common stock under the same terms and conditions as the original options, rights or warrants.27

~~Similar~~ Pursuant to the ~~shares~~ Agreement and Plan of ~~common~~Merger, ~~stock~~(i) each outstanding share of the Predecessor’s ~~prior~~common tostock ~~the~~automatically ~~merger,~~converted ~~the~~into one ~~shares~~share of Common Stock of AMGAS-Nevada, ~~common~~(ii) ~~stock~~each ~~are~~outstanding ~~quoted~~share onof the ~~OTCQB~~predecessor’s ~~tier~~Series ~~operated by~~A ~~the~~Convertible ~~OTC~~Preferred ~~Markets~~Stock automatically ~~Group~~converted ~~Inc.~~into ~~under~~one ~~the~~share ~~symbol~~of ~~“IFNY”.~~Series InA ~~accordance~~Convertible ~~with~~Preferred ~~the~~Stock, ~~Agreement~~par ~~and~~value ~~Plan~~$0.0001 ofper ~~Merger~~share, ~~each~~of ~~outstanding~~AMGAS-Nevada (the “Series ~~certificate~~A ~~previously~~Convertible ~~representing~~Preferred ~~shares~~Stock”), ofand ~~the~~(iii) ~~Predecessor’s~~each ~~common~~outstanding ~~stock~~option, right or ~~Series~~warrant Ato ~~Preferred~~acquire ~~Stock~~shares ~~automatically~~of ~~represents,~~predecessor common stock ~~without~~converted ~~any~~into ~~action~~an ofoption, ~~the~~right ~~Predecessor’s~~or ~~stockholders,~~warrant ~~the~~to ~~same~~acquire an equal number of shares of AMGAS-Nevada ~~common~~Common ~~stock~~Stock orunder ~~Series~~the Asame ~~Preferred~~terms and ~~Stock,~~conditions as ~~applicable~~the original options, rights or warrants.

~~Pursuant~~ Similar to the ~~Agreement and~~shares ~~Plan~~of common stock of ~~Merger,~~the Predecessor prior to the ~~directors~~merger, ~~and~~the ~~officers~~shares of Common Stock were quoted on the ~~Predecessor~~OTCQB ~~immediately~~tier ~~prior~~operated by tothe OTC Markets Group Inc. under the ~~merger~~symbol ~~became~~“IFNY”. In accordance with the ~~directors~~Agreement and ~~officers~~Plan of Merger, each outstanding ~~AMGAS-Nevada~~certificate ~~and~~previously ~~continued~~representing ~~their~~shares ~~respective~~of ~~directorship~~the predecessor’s common stock or ~~services~~Series ~~with~~A Convertible Preferred Stock automatically represents, without any action of the ~~Company~~predecessor’s onstockholders, the same ~~terms~~number asof ~~their~~shares ~~respective~~of ~~directorship or~~Common ~~services~~Stock ~~with~~or ~~the~~Series ~~Predecessor~~A ~~immediately~~Convertible Preferred ~~prior~~Stock, toas ~~the merger~~applicable.

AsPursuant to athe ~~result~~Agreement ofand ~~the~~Plan ~~merger~~of Merger, the ~~internal~~directors ~~affairs~~and officers of the ~~Company~~predecessor ~~ceased~~immediately toprior ~~be subject~~ to the ~~Delaware~~merger ~~General~~became ~~Corporation Law or governed by~~ the ~~Predecessor’s~~directors ~~Certificate of Incorporation~~ and ~~bylaws.~~officers As of ~~the~~AMGAS-Nevada ~~December~~and 7,continued ~~2021,~~their ~~effective~~respective ~~date~~directorship ofor ~~the~~services ~~merger,~~with the Company ison ~~now~~the ~~subject~~same toterms ~~the Nevada~~as ~~Revised~~their ~~Statutes~~respective directorship ~~and~~or isservices ~~governed~~with by the ~~Company’s~~predecessor ~~Articles~~immediately ofprior ~~Incorporation~~to the merger.

~~All~~As a ~~references~~result toof the ~~Company~~merger, inthe ~~this~~internal ~~Annual~~affairs ~~Report on~~of ~~Form~~the ~~10-K~~Company ~~refer~~ceased to be subject to the ~~Predecessor~~Delaware ~~prior~~General toCorporation Law or governed by the ~~merger~~predecessor’s Certificate of Incorporation, as amended, and ~~AMGAS-Nevada~~its ~~subsequent~~bylaws. toAs of December 7, 2021, effective date of the merger, the Company is now subject to the Nevada Revised Statutes and is governed by the Company’s Articles of Incorporation as filed in the State of Nevada and the Company’s Bylaws.

24All references to the Company in this Annual Report on Form 10-K refer to the predecessor prior to the merger, and AMGAS-Nevada subsequent to the merger.

~~2021~~2023 Operational and Financial Objectives

COVID–19 PANDEMIC

The financial statements contained in this Annual Report on Form 10-K as well as the description of our business contained herein, unless otherwise indicated, principally reflect the status of our business and the results of our operations as of ~~December~~and for the year ended December 31, ~~2021~~2022. Economies throughout the world have been and continue to besuffer ~~disrupted~~disruptions by the ~~continuing~~ effects of the ~~COVID-19 pandemic~~quarantines, ~~including~~business closures and the ~~recent rise~~reluctance of ~~the~~individuals ~~new~~to ~~Omicron~~leave ~~variant~~their homes as a result of the COVID-19 pandemic. In particular, the oil and gas market has been severely adversely impacted by the effects of the COVID-19 pandemic because of the substantial and abrupt decrease in the demand for oil and gas globally followed by the recent resurgence in oil and natural gas prices. In addition, the capital markets have experienced periods of disruption and our efforts to raise necessary capital in the future may be adversely impacted by the continuing effects of the COVID-19 pandemic and investor sentiment and we cannot forecast with any certainty when the lingering uncertainty caused by the COVID-19 pandemic will cease to impact our business and the results of our operations. In reading this Annual Report on Form 10-K, including our discussion of our ability to continue as a going concern set forth herein, in each case, consider the additional uncertainties caused by the COVID-19 pandemic.

Corporate Activities

The Company’s ~~2021~~2023 operating objectives ~~have~~are focused on: 1) raising the necessary funds to ~~complete~~finance ~~the~~exploration ~~acquisition~~and development of the Hugoton ~~Properties~~Gas Field through the Hugoton JV, 2) ~~completing~~raising the ~~acquisition~~necessary funds for repayment of ~~the~~obligations ~~Properties~~that become due, or are in default and/or past due, 3) ~~commencing~~raising ~~rework~~the onfunds necessary to explore and develop the Properties, including testing and evaluation of noble gas ~~reserves~~ reserves in additional to the oil and gas producing zones, 4) raising the funds necessary to allow the Company to compete for new oil and 4gas properties that become available for acquisition purposes, and 5) ~~resolving~~funding our daily operations and the repayment of other obligations that become due, or are in default and/or past due.

Recent financings –

Issuance of Series AB Convertible Preferred Stock - On March 26, 2021, the Company issued Series A Convertible Preferred Stock, with an aggregate principal face amount of up to approximately $2,500,000 subject to a 10% original issue discount. The Series A Convertible Preferred Stock is, subject to certain conditions, convertible into shares of Common Stock at a rate of $0.32 per share and will be subject to a 10% dividend rate per annum, payable quarterly in cash or registered Common Stock, subject to equity conditions. The holders were also granted demand registration rights. The Company also issued warrants along-side of the Convertible Preferred Stock investors to purchase up to 6,410,250 shares (assuming the $2.5 million offering is fully subscribed) of Common Stock at an exercise price of $0.39 per share, subject to customary adjustments. The common stock purchase warrants are exercisable commencing six (6) months after issuance on a cashless basis at the holders’ discretion with a term of five (5) years. On March 26, 2021, investors purchased Series A Convertible Preferred Stock with an aggregate cash purchase price of $2,050,000 together with warrants to purchase a total of 5,256,410 shares of Common Stock.

~~Net~~May 2023 Issuance - On May 4, 2023, the Company ~~proceeds~~entered ~~from~~into a securities purchase agreement with three (3) accredited investors providing for an aggregate investment of $750,000 by the investors for the issuance by the Company to them of (i) 7,500 shares of Series AB Convertible Preferred Stock ~~was~~with a stated/liquidation value of $1100 per share (the “May 2023 Series B Convertible Preferred Stock”); and (ii) warrants,~~929~~ with a term of five and a half (5.5) years,~~089~~ exercisable six (6) months after ~~deducting~~issuance, ~~the~~to ~~placement~~purchase ~~agent~~an ~~fee~~aggregate ~~and~~of ~~other~~up ~~expenses~~to 15,000,000 shares of Common Stock at an exercise price of ~~the~~five ~~offering~~($0.05) ~~The~~cents ~~Company~~per ~~used~~share, ~~the~~subject ~~proceeds~~to customary adjustments thereunder. The 7,500 shares of ~~the~~May 2023 Series A B Convertible Preferred Stock ~~offering~~are convertible into an aggregate of up to ~~complete~~15,000,000 shares of Common Stock. Holders of the ~~acquisition~~warrants ~~and~~may exercise ~~development~~the warrants by paying the applicable cash exercise price or, if there is not an effective registration statement for the sale of the ~~Properties~~shares of Common Stock underlying the warrants within six (6) months following the closing date, as defined in the warrants, by exercising on a cashless basis pursuant to ~~pay-off~~the ~~all~~formula ~~outstanding~~provided ~~convertible~~in ~~notes~~the ~~payable~~warrants. The Company intends to use the proceeds of the May 2023 Series B Convertible Preferred Stock offering for development of Hugoton Gas Field and Central Kansas Uplift Properties and for general working capital purposes.

~~Issuance of~~The ~~8% Note with Detachable Warrants – On August 30, 2021, the~~ Company also entered into athat certain ~~securities~~registration ~~purchase~~rights agreement ~~with~~, ~~the~~pursuant 8%to ~~Note~~which ~~Investor for~~ the Company’s 8%agreed ~~Note,~~to ~~with~~file ana ~~aggregate~~registration ~~principal~~statement ~~face~~within ~~amount~~forty-five ~~of approximately $100,000. The 8%~~(45) ~~Note~~days ~~is,~~following ~~subject~~the toclosing ~~certain~~of ~~conditions,~~the ~~convertible~~May ~~into~~2023 anSeries ~~aggregate~~B ofConvertible ~~200,000~~Preferred ~~shares of Common~~ Stock transaction, ~~at a price of $0.50 per share. The Company also issued a 8% Note Warrant~~ to ~~purchase~~register upthe ~~to 200,000~~ shares of Common Stock issuable atupon anthe ~~exercise~~conversion ~~price~~ of ~~$0.50~~the ~~per~~May ~~share.~~2023 ~~8% Note~~Series ~~Investor~~B ~~purchased~~Convertible ~~the~~Preferred 8%Stock ~~Note~~ and 8%the ~~Note~~common ~~Warrant~~stock ~~from~~underlying the ~~Company for an aggregate purchase price of $100,000~~warrants. The ~~Company also~~ ~~granted the 8% Note Investor certain piggy-back registration rights whereby the~~ Company ~~has~~is ~~agreed~~ to ~~register~~use ~~the~~its ~~resale~~best byefforts ~~the~~to 8%cause ~~Note Investor~~such ofregistration ~~the~~statement ~~shares~~to ~~underlying~~be ~~the~~declared 8%effective ~~Note~~within ~~Warrant~~forty-five ~~and~~(45) ~~the~~days ~~conversion of~~ after the 8%filing ~~Note~~thereof, ~~unless~~but ~~the~~in ~~Company~~any ~~commences~~event tono ~~trade~~later onthan the ~~NYSE~~ ~~American;~~ninetieth ~~the~~(90th) ~~Nasdaq~~calendar ~~Capital~~day ~~Market;~~following the ~~Nasdaq~~closing ~~Global~~of ~~Market;~~ the ~~Nasdaq Global Select Market; or the New York Stock Exchange,~~ ~~within~~issuance ~~one~~of ~~hundred twenty (120) days after~~ the ~~Closing~~May ~~Date,~~2023 asSeries ~~defined~~B inConvertible ~~the~~Preferred ~~8% Note and 8% Note Warrant~~Stock.

25On May 5, 2022, Ozark Capital, LLC (“Ozark”) acquired 2,500 shares of Series B Preferred Stock (convertible into 5,000,000 shares of Common Stock), together with warrants to acquire 5,000,000 shares of Common Stock at five cents ($0.05) per share for a total cash contribution of $250,000. Ozark and its affiliates hold over 10% of the shares of the Company’s Common Stock as of December 31, 2022. Accrued dividends on the Class A Convertible Preferred Stock attributable to Ozark were $11,080 and $8,523 for the years ended December 31, 2022 and 2021, respectively. The Company has outstanding accrued and unpaid preferred dividends totaling $5,601 and $ — relative to Ozark’s Series A Preferred Stock as of December 31, 2022 and 2021, respectively.

~~Issuance~~Issuances of 3%Series ~~Notes~~A ~~with~~Convertible ~~Detachable~~Preferred Warrants - On March 31, 2021, the Company entered into Debt Settlement Agreements with six creditors (five of which were related parties) which extinguished accounts payable and accrued liabilities totaling $2,866,497 in exchange for the issuance of $28,665 in principal balance of the 3% Notes with detachable warrants to purchase 5,732,994 shares of Common Stock for $0.50 per share. The 3% Notes allows for prepayment at any time with all principal and accrued interest becoming due and payable at maturity on March 30, 2026. The 3% Notes are convertible as to principal and any accrued interest, at the option of holder, into shares of the Common Stock at any time after the issue date and prior to the close of business on the business day preceding March 30, 2026 at the rate of fifty cents ($0.50) per share, subject to normal and customary adjustments. The warrants to purchase 5,732,994 shares of Common Stock issued pursuant to the Debt Settlement Agreements were valued at $1,605,178 using the Black-Scholes methodology.

~~Issuance~~March of2021 ~~August~~Issuance ~~Notes~~ - On ~~August~~March 1926, ~~2020~~2021, wethe Company entered into ~~the~~a ~~August~~securities ~~Purchase~~purchase ~~Agreement~~agreement with ~~the~~five ~~August~~(5) ~~Investor~~accredited ~~for~~investors ~~August Note,~~providing ~~with~~for an aggregate ~~principal~~investment ~~face amount~~ of ~~approximately~~ $~~365~~2,~~169.~~050,000 ~~The~~by ~~August~~the ~~Note~~investors ~~is,~~for ~~subject~~the toissuance ~~certain~~by ~~conditions,~~the ~~convertible~~Company ~~into an~~to ~~aggregate~~them of 3(i) 22,~~943,820~~776 shares of ~~Common~~Series A Convertible Preferred Stock, atwith a ~~price~~stated/liquidation value of $~~0.10~~100 per share (the “~~Fixed~~March ~~Conversion~~2021 ~~Price~~Series A Convertible Preferred Stock”).; and We(ii) ~~also~~warrants, ~~issued the~~with a term of five~~-year~~ ~~August~~and ~~Warrant~~a half (5.5) years, exercisable six (6) months after issuance, to purchase an aggregate of up to ~~800~~5,~~000~~256,410 shares of Common Stock at an exercise price of thirty-nine ($0.5039) per share., ~~The~~subject ~~August~~to ~~Investor~~customary adjustments thereunder. ~~purchased~~The ~~such~~March ~~securities~~2021 ~~from~~Series ~~the~~A ~~Company~~Convertible ~~for~~Preferred Stock is convertible into an aggregate ~~purchase~~of ~~price~~up ofto ~~$325~~7,~~000.~~117,500 Weshares ~~also~~of ~~granted~~Common Stock. Holders of the ~~August~~warrants ~~Investor~~may ~~certain~~exercise ~~automatic and~~them ~~piggy-back~~by ~~registration~~paying ~~rights~~the ~~whereby~~applicable wecash ~~agreed~~exercise toprice ~~register~~or, ~~the~~if ~~resale~~there byis ~~the~~not ~~August~~an ~~Investor~~effective registration statement for the sale of the shares of Common Stock underlying the ~~August Warrant~~warrants ~~and~~within ~~the~~six ~~conversion~~(6) ofmonths following the ~~August~~closing ~~Note~~date, ~~which~~as ~~was~~defined ~~satisfied~~in the warrants, by exercising on ~~August~~a 5,cashless ~~2021~~basis bypursuant ~~filing~~to athe ~~registration~~formula ~~statement~~provided onin ~~Form~~the ~~424B4 to~~warrants. ~~register~~Net ~~for~~proceeds ~~resale~~from ~~all~~the issuance of March 2021 Series A Convertible Preferred Stock totaled $1,929,089 after deducting the ~~shares~~placement agent fee and other expenses of ~~Common~~the ~~Stock~~offering. The ~~issuable~~Company ~~upon~~used ~~exercise~~the proceeds of the ~~August~~March ~~Warrant~~2021 ~~issued~~Series A Convertible Preferred Stock offering to complete the ~~August~~acquisition ~~Investor~~and development of the Properties, to pay-off certain outstanding convertible notes payable (see Note 4) and for general working capital purposes.

The ~~August~~Company ~~Note~~also ~~bears~~entered ~~interest~~into atthat acertain ~~rate~~registration ofrights ~~eight~~agreement, ~~percent~~pursuant ~~(8%)~~to ~~per~~which ~~annum~~the ~~with~~Company 12agreed ~~months~~to ~~guaranteed,~~file ~~may~~a beregistration ~~voluntarily repaid in cash in~~statement ~~full~~within orforty-five in(45) ~~part~~days byfollowing usthe atclosing ~~any time in an amount equal to 115%~~ of the ~~principal~~acquisition ~~amount~~ of the ~~August~~Properties, ~~Note~~which ~~and~~occurred ~~any~~on ~~accrued~~April ~~and~~1, ~~unpaid interest~~2021, ~~and~~ ~~shall be mandatorily repaid in cash in an amount equal~~ to ~~115% of~~ register the ~~principal~~shares ~~amount~~ of ~~the~~Common ~~August~~Stock ~~Note~~underlying ~~and any accrued and unpaid interest in~~ the ~~event of the consummation by us of any public or private offering or other financing pursuant to which we receive gross proceeds of at least $2,500,000~~warrants. The ~~August~~Company ~~Note~~ is ~~convertible~~to atuse ~~any~~its ~~time~~best byefforts ~~the~~to ~~August~~cause ~~Investor~~such ~~and~~registration westatement ~~shall have the right~~ to ~~request~~be ~~that~~declared ~~the~~effective ~~August~~within ~~Investor~~forty-five ~~convert~~(45) ~~the~~days ~~August~~after ~~Note~~the infiling ~~full~~thereof, orbut in ~~part~~any atevent ~~the~~no ~~Fixed~~later ~~Conversion~~than ~~Price~~the inninetieth ~~the~~(90th) calendar ~~event~~day ~~that~~following the ~~VWAP~~closing ~~(as~~of ~~defined in~~ the ~~August~~acquisition ~~Note)~~ of the ~~Common~~Properties, ~~Stock~~which ~~exceeds~~occurred ~~$0.75~~on ~~for~~April ~~twenty~~1, ~~consecutive trading days~~2021. InThe ~~addition,~~Company ~~pursuant~~completed to the ~~August Note,~~required soregistration ~~long~~of asthese ~~the~~shares ~~August~~on ~~Note~~Form ~~remains outstanding~~S-1, ~~we shall not enter into any financing transactions pursuant to~~ which the ~~Company~~Securities ~~sells its~~and ~~securities~~Exchange atCommission adeclared ~~price~~effective ~~lower~~on ~~than~~August ~~the Fixed Conversion Price~~4, ~~without written consent of the August Investor~~2021.

The ~~conversion~~holders of the ~~August~~March ~~Note~~2021 ~~and~~Series ~~the~~A ~~exercise~~Convertible ofPreferred ~~the~~Stock ~~August~~agreed ~~Warrant are each subject~~ to ~~beneficial~~a ownership limitations such that the August Investor may not convert the August Note or exercise the August Warrant to the extent that such conversion or exercise would result in the August Investor being the beneficial owner in excess of 4.99% ~~(or,~~beneficial ~~upon~~ownership ~~election~~cap ofthat ~~the~~limits ~~August Investor, 9.99%) of~~ the ~~number~~investors’ ofability ~~shares~~to ofconvert ~~the~~its ~~Common~~March ~~Stock~~2021 ~~outstanding~~Series ~~immediately~~A ~~after~~Convertible ~~giving~~Preferred ~~effect~~Stock toand/or ~~the~~exercise ~~issuance~~its ~~of shares of~~ Common Stock ~~issuable~~purchase ~~upon~~warrants. ~~such conversion~~Such ~~or exercise, which beneficial ownership~~ limitation can ~~may~~ be ~~increased~~raised ~~or decreased up~~ to 9.99% upon ~~notice~~60 ~~to us, provided that any increase in such limitation will not be effective until 61~~ days ~~following~~advance notice to usthe Company.

WeThe ~~used~~Company ~~the~~has ~~proceeds~~accrued ofpreferred ~~the~~dividends ~~August~~totaling ~~Note~~$199,300 and $174,449 relative to ~~pay~~the ~~off~~March ~~$60,125~~2021 inSeries ~~principal~~A ~~balance~~Convertible ofPreferred ~~notes~~Stock which ~~payable~~was ~~that~~charged ~~were~~to additional paid in ~~default~~capital during the years ended December 31, to2022 ~~pay~~and ~~the~~2021, respectively. The Company has outstanding accrued and unpaid preferred dividends totaling $~~100~~44,~~000 required~~805 byand $ — relative to the ~~SKM~~March ~~Exchange~~2021 ~~Agreement~~Series ~~and~~A ~~for~~Convertible ~~general~~Preferred ~~working~~Stock as ~~capital~~of December 31, 2022 and 2021, respectively.

26The holders of March 2021 Series A Convertible Preferred Stock exercised their rights to convert a total of 3,000 shares of March 2021 Series A Convertible Preferred Stock into 937,500 shares of Common Stock during the year ended December 31, 2022. The holders exercised their rights to convert a total of 700 shares of March 2021 Series A Convertible Preferred Stock into 218,750 shares of Common Stock during the year ended December 31, 2021.

On March 26, 2021, ~~the~~Ozark ~~Company~~acquired ~~exercised~~1,111 ~~its~~shares ~~right~~of toMarch ~~retire~~2021 ~~the~~Series ~~August~~A ~~Note~~Convertible inPreferred ~~conjunction~~Stock (convertible into 347,188 shares of Common Stock), together with ~~the~~warrants ~~issuance~~to acquire 256,410 shares of ~~Series~~Common AStock ~~Convertible~~at ~~Preferred~~fifty cents ($0.50) per share for a total ~~Stock~~cash of $100,000. InOzark ~~accordance~~and ~~with~~its ~~the~~affiliates ~~prepayment~~hold ~~provisions~~over ~~contained~~10% inof the ~~August~~shares ~~Note,~~of the Company’s ~~paid~~Common ~~all~~Stock ~~principal~~as of December 31, ~~accrued~~2022. ~~interest~~Accrued dividends attributable to Ozark were $11,080 and $8,523 for the ~~15%~~years ~~prepayment~~ended ~~premium~~December ~~which~~31, ~~totaled~~2022 and 2021 respectively. The Company has outstanding accrued and unpaid preferred dividends totaling $~~453~~2,~~539~~800 and $ — relative to the Ozark’s Series A Convertible Preferred Stock as of December 31, 2022 and 2021, respectively.

The holders converted a total of 3,000 and 700 shares of Series A Preferred Stock into common stock during the years ended December 31, 2022 and 2021, respectively.

All holders of the March 2021 Series A Convertible Preferred Stock, including Ozark, have agreed to a 4.99% beneficial ownership cap that limits the investors’ ability to convert its Series A Convertible Preferred Stock and/or exercise its Common Stock purchase warrants. Such limitation can be raised to 9.99% upon 60 days’ advance notice to the Company.

June 2022 Issuance - On June 15, 2022, the Company entered into a securities purchase agreement with an accredited investor providing for an aggregate investment of $500,000 by the investor for the issuance by the Company of (i) 5,000 shares of Series A Convertible Preferred Stock with a stated/liquidation value of $100 per share (the “June 2022 Series A Convertible Preferred Stock”); and (ii) warrants, with a term of five and a half (5.5) years, exercisable six (6) months after issuance, to purchase an aggregate of up to 1,666,667 shares of Common Stock at an exercise price of thirty cents ($0.30) per share, subject to customary adjustments thereunder. The June 2022 Series A Convertible Preferred Stock is convertible into an aggregate of up to 1,562,500 shares of Common Stock. The holder of the warrants may exercise them by paying the applicable cash exercise price or, if there is not an effective registration statement for the sale of the shares of Common Stock underlying the warrants within six (6) months following the closing date, as defined in the warrants, by exercising on a cashless basis pursuant to the formula provided in the warrant. Net proceeds from the issuance of the June 2022 Series A Convertible Preferred Stock totaled $500,000. The Company used the proceeds of the June 2022 Series A Convertible Preferred Stock offering to pay-off certain outstanding convertible notes payable and for general working capital purposes.

The Company also entered into that certain registration rights agreement, pursuant to which the Company agreed to file a registration statement within forty-five (45) days following the closing of the of the June 2022 Series A Preferred Stock, which occurred on June 15, 2022, to register the shares of Common Stock underlying the warrants. The Company is to use its best efforts to cause such registration statement to be declared effective within forty-five (45) days after the filing thereof, but in any event no later than the ninetieth (90^th) calendar day following the closing of the offering, which occurred on June 15, 2022.

The holders of the June 2022 Series A Convertible Preferred Stock agreed to a 4.99% beneficial ownership cap that limits the investors’ ability to convert its June 2022 Series A Convertible Preferred Stock and/or exercise its Common Stock purchase warrants. Such limitation can be raised to 9.99% upon 60 days advance notice to the Company.

The Company has accrued preferred dividends totaling $27,260 and $-0- relative to the June 2022 Series A Convertible Preferred Stock which was charged to additional paid in capital during the years ended December 31, 2022 and 2021, respectively. The Company has outstanding accrued and unpaid preferred dividends totaling $27,260 and $ — relative to the June 2022 Series A Convertible Preferred Stock as of December 31, 2022 and 2021, respectively.

There were no conversions during the years ended December 31, 2022 and 2021.

The Company has accrued preferred dividends totaling $5,059 and $-0- relative to the August/September 2022 Series A Convertible Preferred Stock which was charged to additional paid in capital during the years ended December 31, 2022 and 2021, respectively. The Company has outstanding accrued and unpaid preferred dividends totaling $5,059 and $ — relative to the August/September 2022 Series A Convertible Preferred Stock as of December 31, 2022 and 2021, respectively.

There were no conversions during the years ended December 31, 2022 and 2021.

Issuances of Convertible Notes Payable

8% Convertible Notes Payable due September 15, 2022 (in default) - On June 8, 2022, the Company issued to an accredited investor an unsecured convertible note payable due September 15, 2022 (the “June 2022 Note”), with an aggregate principal face amount of approximately $350,000. The June 2022 Note is, subject to certain conditions, convertible into an aggregate of 700,000 shares of Common Stock, at a price of fifty cents ($0.50) per share. The Company also issued a five-year Common Stock purchase warrant to purchase up to 700,000 shares of Common Stock at an exercise price of fifty cents ($0.50) per share, subject to customary adjustments (the “June 2022 Warrants”) which are immediately exercisable. The investor purchased the June 2022 Note and June 2022 Warrant from the Company for an aggregate purchase price of $350,000 and the proceeds were used for drilling and completion costs on the initial well drilled under the Hugoton Gas Field participation agreement and general working capital purposes. The Company also granted the investor certain piggy-back registration rights whereby the Company has agreed to register for resale the shares of Common Stock underlying the June 2022 Warrant and the conversion of the June 2022 Note unless the shares of the Company commence to trade on the NYSE American; the Nasdaq Capital Market; the Nasdaq Global Market; the Nasdaq Global Select Market; or the New York Stock Exchange, within one hundred twenty (120) days after the closing date.

The underlying notes and warrants contain customary events of default, representations, warranties, agreements of the Company and the investors and customary indemnification rights and obligations of the parties thereto, as applicable.

The Company did not pay the principal balance due on the June 2022 Note upon its maturity on September 15, 2022 and the remaining balance remains due and payable and is therefore in technical default as of December 31, 2022.

8% Convertible Notes Payable due June 29, 2022 (in default) - The Company entered into a securities purchase agreement with two accredited investors for the Company’s 8% convertible notes payable due June 29, 2022 (the “May 2022 Notes”), with an aggregate principal amount of $850,000. The May 2022 Notes are, subject to certain conditions, convertible into an aggregate of 2,125,000 shares of Common Stock, at a price of forty cents ($0.40) per share. The Company also issued an aggregate of 425,000 shares of Common Stock as commitment shares (“Commitment Shares” and, together with the May 2022 Notes and Conversion Shares, the “Securities”) to the investors as additional consideration for the purchase of the May 2022 Notes. The closing of the offering of the Securities occurred on May 13, 2022, when the investors purchased the Securities for an aggregate purchase price of $850,000. The Company has also granted the investors certain automatic and piggy-back registration rights whereby the Company has agreed to register the resale by the Investors of the Conversion Shares. The proceeds of this offering of Securities was used to purchase the Company’s membership interests in GMDOC.

The conversion of the May 2022 Notes are each subject to beneficial ownership limitations such that the investors may not convert the May 2022 Notes to the extent that such conversion or exercise would result in an Investor being the beneficial owner in excess of 4.99% (or, upon election of the Investor, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon such conversion, which beneficial ownership limitation may be increased or decreased up to 9.99% upon notice to the Company, provided that any increase in such limitation will not be effective until 61 days following notice to the Company.

Pursuant to the purchase agreement for the Securities, for a period of twelve (12) months after the closing date, the investors have a right to participate in any issuance of the Company’s Common Stock, Common Stock equivalents, conventional debt, or a combination of such securities and/or debt, up to an amount equal to thirty-five percent (35%) of the subsequent financing.

The Company also entered into that certain registration rights side letter, pursuant to which, in the event the Company’s shares of Common Stock have not commenced trading on the NYSE American; the Nasdaq Capital Market; the Nasdaq Global Market; the Nasdaq Global Select Market; or the New York Stock Exchange, within one hundred twenty (120) days after the closing date, and, thereafter, the Company agreed to file a registration statement under the Securities Act to register the offer and sale, by the Company, of Common Stock underlying the May 2022 Notes in the event that such notes are not repaid prior to such 120-day period.

The Company paid half of the May 2022 Notes principal balance upon its maturity on June 29, 2022 and an additional $112,500 in September 2022 and the remaining balance remains due and payable and is therefore in technical default. With respect to the two May 2022 Notes with an aggregate outstanding principal balance of $312,500 as of December 31, 2022 the Company has reached an agreement with the two investors. On January 10, 2023, the Company amended each of those notes by entering into a letter agreement between the investors and the Company. The Letter Agreement modifies the terms of the May 2022 Notes by extending each note’s respective maturity date to September 30, 2023. In consideration for the extension, the Company amended the Fixed Conversion Price (as defined in each note) to $0.10, subject to any future adjustments as provided in each of the notes.

8% Convertible Notes Payable due October 29, 2022 (in default) - On August 30, 2021, the Company issued to an accredited investor (the “8% Note Investor”) an unsecured convertible note payable due October 29, 2022 (the “8% Note”), with an aggregate principal face amount of approximately $100,000. The 8% Note is, subject to certain conditions, convertible into an aggregate of 200,000 shares of Common Stock, at a price of fifty cents ($0.50) per share. The Company also issued a five and one half-year Common Stock purchase warrant to purchase up to 200,000 shares of Common Stock at an exercise price of fifty cents ($0.50) per share, subject to customary adjustments (the “8% Note Warrant”) which are immediately exercisable. The 8% Note Investor purchased the 8% Note and 8% Note Warrant from the Company for an aggregate purchase price of $100,000 and the proceeds were used for general working capital purposes. The Company also granted the 8% Note Investor certain piggy-back registration rights whereby the Company has agreed to register for resale the shares underlying the 8% Note Warrant and the conversion of the 8% Note unless the shares of the Company commences to trade on the NYSE American; the Nasdaq Capital Market; the Nasdaq Global Market; the Nasdaq Global Select Market; or the New York Stock Exchange, within one hundred twenty (120) days after the closing date.

On October 29, 2021, the Company issued to three accredited investors (the “October 8% Note Investors”) unsecured convertible notes payable due October 29, 2022 (the “October 8% Notes”), with an aggregate principal face amount of approximately $550,000. The October 8% Notes are, subject to certain conditions, convertible into an aggregate of 1,100,000 shares of Common Stock, at a price of fifty cents ($0.50) per share. The Company also issued five and one half-year Common Stock purchase warrants to purchase up to 1,650,000 shares of Common Stock at an exercise price of $0.50 per share, subject to customary adjustments (the “October 8% Note Warrants”) which are immediately exercisable. The October 8% Note Investors purchased the October 8% Notes and October 8% Note Warrants from the Company for an aggregate purchase price of $550,000 and the proceeds were used for general working capital purposes. The Company also granted the October 8% Note Investors certain piggy-back registration rights whereby the Company has agreed to register for resale the shares underlying the October 8% Note Warrants and the conversion of the October 8% Notes unless the shares of the Company commences to trade on the NYSE American; the Nasdaq Capital Market; the Nasdaq Global Market; the Nasdaq Global Select Market; or the New York Stock Exchange, within one hundred twenty (120) days after the closing date.

The 8% Note and the October 8% Notes all bear interest at a rate of eight percent (8%) per annum, may be voluntarily repaid in cash in full or in part by the Company at any time in an amount equal to 120% of the principal amount of the underlying notes and any accrued and unpaid interest. Fifty percent (50%) of the 8% Note and the October 8% Notes shall be mandatorily repaid in cash in an amount equal to 120% of the principal amount of the underlying notes and any accrued and unpaid interest in the event of the consummation by the Company of any public or private offering or other financing pursuant to which the Company receives gross proceeds of at least $2,000,000 and one-hundred percent (100%) of the underlying notes plus accrued interest shall be mandatorily repaid in an amount equal to 120% of outstanding principal and interest in cases in which the Company receives gross proceeds of at least $3,000,000. In addition, pursuant to the 8% Notes Note and the October 8% Notes, so long as the underlying notes remain outstanding, the Company cannot enter into any financing transactions pursuant to which the Company sells its securities at a price lower than $0.50 cents per share without the written consent of the 8% Note Investor.

The conversion of the 8% Note and the October 8% Notes and the exercise of the underlying warrants are each subject to beneficial ownership limitations such that the 8% Note Investor and the October 8% Note Investors may not convert the underlying notes or exercise the underlying warrants to the extent that such conversion or exercise would result in any of the investors being the beneficial owner in excess of 4.99% (or, upon election of the investors, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon such conversion or exercise, which beneficial ownership limitation may be increased or decreased up to 9.99% upon notice to the Company, provided that any increase in such limitation will not be effective until 61 days following notice to the Company.

The Company, the 8% Note Investor and the October 8% Note Investors have agreed that for so long as the underlying warrants remain outstanding, the investors have the right to participate in any issuance of Common Stock, conventional debt, or a combination of such securities and/or debt, up to an amount equal to thirty-five percent (35%) of such subsequent financing.

The Company did not pay the principal balance due on the 8% Notes and the October 8% Notes upon their maturity on October 29, 2022 and the remaining balance remains due and payable and is therefore in technical default as of December 31, 2022. With respect to the two October 8% Notes with an outstanding aggregate principal balance of $550,000 as of December 31, 2022, the Company has reached an agreement with the two October 8% Note Investors. On January 10, 2023, the Company amended each of these October 8% Notes by entering into Letter Agreement between the October 8% Investors and the Company. The Letter Agreement modifies the terms of the October 8% Notes by extending each note’s respective maturity date to September 30, 2023. In consideration for the extension, the Company amended the Fixed Conversion Price (as defined in each note) to $0.10, subject to any future adjustments as provided in each of the notes.

On May 5, 2023, the Company reached an agreement with the holder of two separate convertible notes payable in the aggregate principal face amount of approximately $450,000 (including $100,000 principal balance of the notes payable due October 29, 2022 and $350,000 principal balance of the note payable due September 15, 2022), which the Company did not pay by their maturity dates. The Company and the holder of the two convertible notes payable entered into the New Note, exchanging the outstanding principal amount of the old convertible notes payable into the New Note, with a maturity date of September 30, 2023. Upon issuance of the New Note, the old convertible notes payable were cancelled and the repayment defaults under the prior convertible notes payable were cured with the entry into the New Note. The conversion price of the New Note was reduced from $0.50 per share to $0.40 per share however, the interest rate and other significant terms of the New Note are the same as those of the prior convertible notes payable.

3% Convertible Notes Payable due March 31, 2026 - On March 31, 2021, the Company entered into Debt Settlement Agreements with six creditors (five of which were related parties) which extinguished accounts payable and accrued liabilities totaling $2,866,497 in exchange for the issuance of $28,665 in principal balance of 3% convertible notes payable (the “3% Notes”) with detachable warrants to purchase 5,732,994 shares of Common Stock for fifty cents ($0.50) per share (the 3% Note Warrants”). The 3% Notes allow for prepayment at any time with all principal and accrued interest becoming due and payable at maturity on March 30, 2026 (the “Maturity Date”). The 3% Notes are convertible as to principal and any accrued interest, at the option of holder, into shares of the Common Stock at any time after the issue date and prior to the close of business on the business day preceding the Maturity Date at the rate of fifty cents ($0.50) per share, subject to normal and customary adjustments. The 3% Note Warrants were valued at $1,605,178 using the Black-Scholes methodology.

Extinguishment of liabilities –

Debt Settlement Agreements - On March 31, 2021, the Company entered into Debt Settlement Agreements with six creditors (five of which were related parties) which extinguished accounts payable and accrued liabilities totaling $2,866,497 in exchange for the issuance of $28,665 in principal balance of the 3% Notes with detachable warrants to purchase ~~5,732,994~~the ~~shares~~3% ofNote ~~Common Stock for $0~~Warrants.50 ~~per share.~~ The 3% Notes allow for prepayment at any time with all principal and accrued interest becoming due and payable at maturity on ~~March~~the ~~30, 2026~~Maturity Date. The 3% Notes are convertible as to principal and any accrued interest, at the option of holder of the 3% Notes, into shares of the Common Stock at any time after the issue date and prior to the close of business on the business day preceding March 30, 2026 at the rate of fifty cents ($0.50) per share, subject to normal and customary adjustment. The ~~warrants~~3% toNote ~~purchase~~Warrants ~~5,732,994 shares of Common Stock issued pursuant to the Debt Settlement Agreements~~ were valued at $1,605,178 using the Black-Scholes methodology.

Extinguishment of Convertible Note Payable - On March 26, 2021, the Company exercised its right to retire ~~the~~a ~~August~~convertible ~~Note~~note payable originally issued in August 2020 (the “August 2020 Note”) in conjunction with the issuance of the March 2021 Series A Convertible Preferred Stock. In accordance with the prepayment provisions contained in the August 2020 Note, the Company paid $453,539 to retire all principal, accrued interest and the 15% prepayment premium.

Extinguishment of Notes Payable – On April 1, 2021, the Company and the ~~holder~~holders of atwo notes payable aggregating $5085,000 ~~outstanding~~that ~~convertible~~were in ~~note~~default reached a settlement, ~~pursuant~~whereby ~~to which~~ the Company issued ~~to such holder~~ a total of ~~145~~245,000 shares of Common Stock in exchange for the extinguishment of the outstanding principal, accrued interest and associated ~~common~~Common ~~stock~~Stock purchase warrants, which totaled $72123,~~874~~830, as of April 1, 2021. ~~The~~ ~~145,000 shares of Common Stock issued to extinguish the debt obligations were valued at $40,600 based on the closing market price on the date of the extinguishment.~~ The extinguishment of the debt obligations resulted in a gain of $3255,~~274~~230, which was recorded in the year ended December 31, 2021.

OnUSNG ~~April~~Letter 1,Agreement 2021, the Company and the holder of the $35,000 outstanding convertible note reached a settlement, pursuant to which the Company issued a total of 100,000 shares of Common Stock in exchange for the extinguishment of the outstanding principal, accrued interest and associated common stock purchase warrants, which totaled $50,956 as of April 1, 2021. The 100,000 shares issued to extinguish the debt obligations were valued at $28,000 based on the closing market price on the date of the extinguishment. The extinguishment of the debt obligations resulted in a gain of $22,956, which was recorded in the year ended December 31, 2021.–

~~Acquisition~~On November 9, 2021, the Company entered into a letter agreement (the “USNG Letter Agreement”) with U.S. Noble Gas, LLC (“USNG”), pursuant to which USNG provides consulting services to the Company for exploration, testing, refining, production, marketing and distribution of ~~Oil~~various potential reserves of noble gases and ~~Gas~~rare earth element/minerals on the Company’s recently acquired 11,000-care oil and gas properties in the Otis Albert Field located on the Properties. –The USNG Letter Agreement would cover all of the noble gases, specifically helium, and rare earth elements/minerals potentially existing on the Properties and the Company’s future acquisitions, if any, including the Hugoton Gas Field.

OnThe ~~July~~USNG ~~31,~~Letter ~~2019,~~Agreement wealso ~~acquired~~provided ~~the~~that ~~Option~~USNG ~~from~~would ~~Core~~supply toa ~~purchase~~large ~~the~~vessel ~~production~~designed ~~and mineral rights/leasehold~~ for ~~the~~flows ~~Properties.~~up Weto ~~paid a non-refundable deposit of $50~~5,000 tobarrels ~~bind~~of ~~the~~water ~~Option,~~per ~~which~~day ~~provided us the right to acquire the Properties for $2.5 million prior~~at tolow ~~December 31~~pressures, ~~2019.~~known ~~The~~as ~~Company was not able to exercise the Option prior to December 31, 2019. On September 2, 2020, the Company acquired~~ a ~~new~~gas ~~option~~extraction/separator ~~from Core under similar terms as the Option~~unit. The ~~newly~~gas ~~acquired~~extraction/separator ~~option,~~unit ~~however,~~is ~~now permits the Company to purchase the Properties at~~ a ~~reduced~~dewatering ~~price~~vessel ofthat ~~$900,000 at any time prior to November 1, 2020 and~~ the Company ~~has agreed to~~may ~~immediately~~use ~~conduct~~for amultiple ~~capital~~wells ~~raise~~in ~~of between approximately $2 to $10 million to fund its acquisition and development of~~ the ~~Properties.~~ ~~On December 14, 2020, the parties executed the Asset Purchase and Sale Agreement, which extended the new option to January 11, 2021, which has expired~~future.

~~We,~~The ~~Core,~~USNG ~~and~~Letter ~~Seller~~Agreement ~~entered~~required ~~into~~ the ~~Side~~Company ~~Letters~~to onestablish ~~September~~a 2,four-member ~~2020~~board ~~and~~of ~~March~~advisors ~~31,~~(the ~~2021,~~“Board ~~pursuant~~of toAdvisors”) ~~which~~comprised of wevarious ~~and~~experts ~~Core~~in ~~agreed~~noble togas ~~set~~and ~~the closing~~rare ~~date~~earth ofelements/minerals. ~~the~~The ~~acquisition~~Board of ~~the~~Advisors ~~Properties~~will ~~under~~help ~~the~~attract ~~Asset~~both ~~Purchase~~industry ~~Agreement~~partners toand financial ~~April~~partners 1for developing a large helium, ~~2021.~~noble ~~Pursuant~~gas toand/or ~~the~~rare ~~Side~~earth ~~Letters,~~element/mineral resources that may exist in the region where the Company iscurrently ~~responsible~~operates. ~~for~~The ~~reimbursing~~industry ~~Core~~partners ~~for~~would ~~certain~~include ~~prorated~~helium, ~~revenues~~noble gas and/or ~~expenses~~rare earth element/mineral purchasers and exploration and development companies from ~~January~~the 1,energy ~~2021~~industry. ~~through~~The ~~April~~financial 1,partners ~~2021~~may include large family offices or small institutions.

2734

OnPursuant ~~April~~to 1the USNG Letter Agreement, ~~2021~~the Company will pay USNG a $8,000 wemonthly ~~completed~~cash fee beginning at the ~~acquisition~~onset of ~~the~~commercial ~~Properties~~helium or minerals production and sales, ~~under~~subject ~~the~~to ~~same~~certain ~~terms~~thresholds. ofSuch monthly fees will become due and payable for any month that the ~~Asset~~Company ~~Purchase~~receives cash ~~Agreement~~receipts in excess of $25,000 ~~which~~derived ~~provided~~from ~~a purchase~~the ~~price~~sale of noble gases and/or rare earth elements/minerals. The Company has not yet achieved the $~~900~~25,000 cash receipts threshold, therefore, there has been no payment or accrual liability relative to this cash fee provision through December 31, 2022.

The ~~acquisition~~USNG ~~included~~Letter ~~the~~Agreement ~~existing~~has ~~production~~an ~~equipment,~~initial ~~infrastructure~~term ~~and ownership~~ of 115 ~~square~~years, ~~miles~~which ofshall ~~existing~~thereafter ~~3-D~~continue ~~seismic~~for ~~data on~~successive ~~the~~one-year ~~acreage. The Properties include a horizontal producing well~~periods, ~~horizontal~~provided ~~saltwater injection well, conventional saltwater disposal~~that ~~well~~there ~~and~~is ~~two~~no ~~conventional~~uncured ~~vertical producing wells~~breach, ~~which~~unless ~~currently~~otherwise ~~produce~~terminated ~~from~~by ~~the~~either ~~Reagan~~party ~~Sand~~upon ~~Zone~~a ~~with~~written annotice ~~approximate~~of ~~depth~~intent ofto ~~3,600 feet~~non-renew.

~~Following~~In ~~the~~consideration ~~acquisition,~~for wethe ~~have~~consulting ~~commenced~~services ~~rework~~to ofbe ~~the~~rendered ~~existing~~and ~~production~~pursuant ~~wells~~to ~~and~~the ~~have~~terms ~~performed~~of ~~testing~~the ~~and~~USNG ~~evaluation~~Letter ofAgreement, the ~~existence of~~Company ~~noble~~issued ~~gas~~warrants to ~~reserves~~purchase, onin the ~~Properties~~aggregate, ~~including helium~~2,060,000 ~~argon~~shares ~~and~~of ~~other~~Common ~~rare~~Stock, ~~earth~~at ~~minerals/gases.~~an ~~Testing~~exercise price of ~~the~~fifty ~~Properties~~($0.50) ~~for~~to ~~noble gas~~three ~~reserves~~of ~~has~~USNG’s ~~provided~~principal consultants ~~encouraging~~and ~~but~~four ~~not~~third-party ~~conclusive~~service ~~results~~providers. ~~and~~The ~~the~~ Company ~~has~~also ~~yet~~issued warrants to ~~determine~~purchase, in the ~~possibility~~aggregate, of1,200,000 ~~commercializing~~shares ~~the~~of ~~noble~~Common ~~gas~~Stock ~~reserves~~at onfifty cents ($0.50) per share exercise price to three members of the ~~Properties~~Board of Advisors. The Company ~~plans~~granted a total of 3,260,000 warrants to ~~assess~~purchase ~~the~~its ~~existing~~Common ~~oil~~Stock ~~and~~with ~~gas~~an ~~reserves~~exercise onprice ~~the~~of ~~Properties~~fifty ~~while~~cents ~~continuing the~~($0.50) ~~evaluation~~per ofshare ~~the~~in ~~existence~~connection ofwith ~~new~~the ~~oil~~USNG Letter Agreement and ~~gas~~the ~~zones~~arrangements ~~and~~described ~~other~~therein. ~~mineral~~The ~~reserves~~warrants ~~and~~expire ~~specifically~~five ~~the~~years ~~noble~~after ~~gas~~the ~~reserves~~date ~~that~~of the ~~Properties~~ ~~may~~USNG ~~hold~~Letter Agreement.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet debt, nor did we have any transactions, arrangements, obligations (including contingent obligations) or other relationships with any unconsolidated entities or other persons that may have a material current or future effect on our financial conditions, changes in our financial conditions, or our results of operations, liquidity, capital expenditures, capital resources, or significant components of revenue or expenses. except as follows:

~~For~~Investment in Unconsolidated Subsidiary – GMDOC - On May 3, 2022, the ~~Years~~Company ~~Ended~~entered ~~December~~into 31the Operating Agreement pursuant to which the Company acquired 17 (or 60.7143%) of 28 limited liability membership Interests in GMDOC, ~~2021~~for an aggregate purchase price of $4,037,500, and ~~2020~~was subsequently admitted as a member of GMDOC.

GMDOC had previously acquired 70% of the working interests in the GMDOC Leases from Castelli Energy, L.L.C, an Oklahoma limited liability company. The GMDOC Leases cover approximately 10,000 acres located in Southern Kansas near the Oklahoma border. The GMDOC Leases currently produce approximately 100 barrels of oil per day and 1.5 million cubic feet of natural gas per day on a gross basis.

Pursuant to the terms of the Operating Agreement, each member agreed to pay GMDOC, as its capital contribution, $50,000 in cash per Interest, with the remainder to be financed, in part, by a loan to GMDOC from a commercial bank, secured by GMDOC’s property, in the aggregate amount of $6,045,000 (the “Bank Loan”). The principal of the Bank Loan is to be repaid in 84 varying monthly installments, ranging from $170,000 at the beginning to $40,500 at the end of the loan term, with the first installment on July 1, 2022. The Bank Loan bears a variable interest beginning at an initial rate of 6% per annum with one rate adjustment after 36 months subject to a 6% minimum interest rate.

For the Years Ended December 31, 2022 and 2021

Results of Operations

Revenue

The Company began generating revenues from the production and sale of crude oil since the acquisition of the Properties on April 1, 2021. Revenues totaled $117,125 and $79,002 for the ~~year~~years ended December 31, 2022 and 2021, respectively. The ~~Company~~$38,123 ~~had~~or no48% increase in revenues induring ~~2020~~the year ended December 31, 2022 as itcompared ~~focused~~to onthe ~~identification~~same period in 2021 reflects the commencement of ~~acquisition~~natural ~~targets~~gas and helium sales from the initial Hugoton Gas Field which was connected to the pipeline on August 17, 2022 as well as the timing of ~~domestic~~the purchase of the Properties. The Company expects its revenues to continue to improve as the price of WTI crude oil remains strong and the Company increases the volume of natural gas ~~producing~~and ~~properties~~helium gas sold as it continues its drill and complete wells pursuant to its Hugoton Gas Field participation agreement.

OnDuring ~~April 1, 2021, we completed~~ the ~~acquisition~~year ofended ~~the~~December ~~Properties~~31, ~~under~~2022, ~~the~~our ~~terms~~revenue ofwas ~~the~~substantially ~~Asset~~impacted ~~Purchase~~by ~~Agreement which provided a purchase price of $900~~inflation,~~000.~~ ~~The purchase of~~ the ~~Properties~~COVID-19 ~~included~~pandemic ~~the existing production equipment, infrastructure~~ and ~~ownership of 11 square miles of existing 3-D seismic data on~~ the ~~acreage.~~Russian ~~The~~war ~~Properties~~in ~~include a horizontal producing well~~Ukraine, which ~~horizontal~~has ~~saltwater~~restricted ~~injection well,~~the ~~conventional~~world ~~saltwater~~supply ~~disposal~~of ~~well~~oil and ~~two~~gas ~~conventional~~and ~~vertical~~thereby ~~producing~~increased ~~wells,~~the ~~which~~average ~~currently~~WTI ~~produce~~crude ~~from~~oil ~~the~~price. ~~Reagan~~We ~~Sand Zone~~expect ~~with~~this antrend ~~approximate~~to ~~depth~~continue during of2023 ~~3,600~~and ~~feet~~perhaps beyond.

Following the acquisition, we have commenced rework of the existing production wells and have performed testing and evaluation of the existence of noble gas reserves on the Properties including helium, argon and other rare earth minerals/gases. Testing of the Properties for noble gas reserves has provided encouraging but not conclusive results and the Company has yet to determine the possibility of commercializing the noble gas reserves on the Properties. The Company plans to assess the existing oil and gas reserves on the Properties while continuing the evaluation of the existence of new oil and gas zones and other mineral reserves and specifically the noble gas reserves that the Properties may hold.

Oil and Gas Lease Operating Expenses

The Company began generating revenues from the production and sale of crude oil since the acquisition of the Properties on April 1, 2021. Total oil and gas lease operating expenses totaled $279,067 and $530,118 for the years ended December 31, 2022 and 2021, respectively. The decrease in oil and gas lease operating expenses during the year ended December 31, 2022 as compared to the same period in 2021 is attributable to significant repairs and rework performed in the year ended December 31, 2022 that did not recur during the year ended December 31, 2021.

28Upon completion of our acquisition of the Properties on April 1, 2021, we commenced rework of the existing production wells on the Properties in order to restore the three producing wells to full operational condition. All such rework costs were expensed as routine maintenance instead of capitalized to oil and gas properties and equipment under the full-cost method. In addition, we have performed certain exploration, including testing and evaluation for the existence of noble gas reserves on the Properties, including helium, argon and other rare earth minerals/gases. Testing of the Properties for noble gas reserves has provided encouraging but not conclusive results and the Company has yet to determine the possibility of commercializing the noble gas reserves on the Properties. The Company plans to assess the existing oil and gas reserves on the Properties while continuing the evaluation of the existence of new oil and gas zones and other mineral reserves and specifically the noble gas reserves that the Properties may hold.

WeDuring ~~commenced rework of~~ the ~~existing~~year ~~production~~ended ~~wells~~December on31, ~~the~~2022, ~~Properties~~our ~~in order to restore the three producing wells to full operational condition. All such rework costs were expensed as routine maintenance instead of capitalized to~~ oil and gas ~~properties~~lease ~~and~~operating ~~equipment under~~expenses ~~the~~have ~~full-cost~~been ~~method.~~substantially Inimpacted ~~addition,~~by ~~we have performed certain exploration~~inflation, ~~including~~the ~~testing~~COVID-19 pandemic and ~~evaluation~~the ~~for~~Russian ~~the~~war ~~existence~~in ~~of noble~~Ukraine, ~~gas~~which ~~reserves~~has onrestricted the ~~Properties,~~supply ~~including~~of ~~helium,~~production ~~argon~~pipe and other ~~rare~~materials ~~earth~~used ~~minerals/gases.~~in ~~Testing of~~ the ~~Properties for noble~~drilling ~~gas~~and ~~reserves~~rework ~~has~~of ~~provided~~oil ~~encouraging but not conclusive results~~ and ~~the~~gas ~~Company~~wells. ~~has~~In ~~yet~~addition, toexperienced ~~determine~~oil ~~the~~and ~~possibility of commercializing the noble~~ gas ~~reserves~~service onprofessionals ~~the~~have ~~Properties.~~been ~~The~~in ~~Company~~high ~~plans~~demand toin ~~assess~~ the ~~existing~~ oil and gas service ~~reserves~~sector onand ~~the~~thereby ~~Properties~~increasing ~~while continuing~~ the ~~evaluation~~cost of ~~the existence of new~~ oil and gas ~~zones~~well ~~and~~services. ~~other~~We ~~mineral~~expect ~~reserves~~this ~~and~~trend ~~specifically~~to ~~the~~continue ~~noble~~during ~~gas~~the ~~reserves~~2023 ~~that~~and ~~the~~perhaps ~~Properties may hold~~beyond.

~~The~~Depreciation, ~~Company~~Depletion ~~had no oil~~ and ~~gas lease operating expenses in 2020 as it held no oil and gas producing properties.~~Impairment

Depreciation, depletion and amortization expense totaled ~~Depletion~~$1,035,827 and ~~Amortization~~$92,502 during the years ended December 31, 2022 and 2021, respectively. Depreciation and depletion expenses were $130,253 and $92,502 for the years ended December 31, 2022 and 2021, respectively. Impairment charges totaled $905,574 and $— for the years ended December 31, 2022 and 2021, respectively.

The Company began generating revenues from the production and sale of natural gas and helium from the Hugoton Gas Field on August 17, 2022 and crude oil ~~resulting~~ since the acquisition of the Properties on April 1, 2021, which was acquired for $900,000 cash plus the assumption of asset retirement obligations of $13,425. The Company allocated ~~the~~ the purchase price of $913,425 to oil and gas properties and equipment, which is subject to depreciation, depletion and amortization as ~~the~~ the acquisition qualified as an asset acquisition. ~~Total~~The ~~depreciation,~~Company ~~depletion~~began ~~and~~generating ~~amortization~~revenues ~~was~~from ~~$92,502 for~~ the ~~year~~production ~~ended~~and ~~December 31,~~sale ~~2021.~~of ~~There~~natural ~~was~~gas noand helium ~~depreciation,~~from ~~depletion~~the ~~and~~Hugoton ~~amortization~~Gas ~~for~~Field ~~the~~on ~~year~~August ~~ended~~17, ~~December 31~~2022, ~~2020~~which asalso marked the ~~Company~~beginning ~~held~~of ~~no properties for~~ the ~~year~~related ~~ended~~depreciation, ~~December~~depletion ~~31,~~and ~~2020~~amortization.

~~Capitalized costs~~During tothe ~~acquire~~year ~~oil~~ended ~~and~~December ~~natural~~31, ~~gas~~2022, ~~properties~~the ~~are~~Company changed ~~depreciated~~its ~~and~~strategy ~~depleted~~regarding onthe aCentral ~~units-of-production~~Kansas ~~basis~~Uplift ~~based~~considering onthe ~~estimated~~reduced ~~proved reserves.~~net ~~Capitalized~~cash ~~costs~~flows offrom ~~exploratory~~the ~~wells~~sale ~~and~~of ~~development~~crude ~~costs~~oil ~~are~~production. The ~~depreciated~~reduction ~~and~~in ~~depleted~~net oncash aflows ~~units-of-production~~was ~~basis~~attributable ~~based on~~to ~~estimated~~lower ~~proved~~spot ~~developed~~crude ~~reserves.~~oil ~~Under~~prices ~~this~~during ~~method,~~2022 ~~the~~compared ~~sum~~to of2021 ~~the~~and ~~full~~higher ~~cost~~than ~~pool,~~anticipated operating ~~excluding~~costs ~~the~~related ~~book~~to ~~value~~the operation of ~~unproved~~the ~~properties, and~~horizontal ~~all~~wells ~~estimated~~on ~~future~~the ~~development~~Properties. ~~costs~~The ~~are~~Company ~~divided~~has byshut down the ~~total~~horizontal ~~estimated~~production wells ~~quantities~~as of ~~proved~~December ~~reserves.~~31, ~~This~~2022 ~~rate~~and is ~~applied~~considering ~~to our~~the ~~total~~deepening ~~production~~of ~~for~~ the ~~year~~conventional ~~ended~~wells ~~December~~on ~~31, 2021, and~~ the ~~appropriate~~property ~~expense~~to isexplore ~~recorded.~~for ~~Support~~helium ~~equipment~~ and other ~~property,~~ ~~plant~~noble ~~and~~gases ~~equipment~~that ~~related~~may tobe ~~oil~~present ~~and~~in ~~gas~~deeper producing ~~activities,~~zones. ~~as well as property~~Accordingly, ~~plant~~the ~~and~~Company ~~equipment~~has ~~unrelated~~recorded toan ~~oil~~impairment ~~and~~charge ~~gas~~of ~~producing activities~~$712,812 ~~are~~to reduce ~~recorded~~the atcapitalized ~~cost~~tangible and ~~depreciated~~intangible oncosts arelated ~~straight-line~~to ~~basis~~its ~~over~~Central ~~the~~Kansas ~~estimated~~Uplift ~~useful~~properties ~~lives~~to zero as of ~~the~~December ~~assets~~31, 2022.

Accretion of Asset Retirement Obligation

Total expense for the accretion of asset retirement obligations was $~~836~~2,222 and $~~-0-~~836 for the ~~year~~years ended December 31, ~~2021~~2022 and ~~2020~~2021, respectively. The Company determined the amount of the asset retirement obligation assumed to be $13,425 as of April 1, 2021, the date of the acquisition of the Properties. In addition, the Company commenced production from the Hugoton Gas Field well which began the accretion of its related asset retirement obligations. The obligation relates to legal requirements associated with the retirement of long-lived assets that result from the acquisitions, construction, development, or normal use of the asset. The obligation relates primarily to the requirement to plug and abandon oil and natural gas wells and support wells at the conclusion of their useful lives.

Oil and Gas Production Related Taxes

~~The Company began generating revenues from the production and sale of crude oil since the acquisition of the Properties on April 1, 2021.~~ Oil and gas production related taxes totaled $164 and $1,060 ~~and $-0-~~ for the ~~year~~years ended December 31, ~~2021~~2022 and ~~2020~~2021, respectively. Such taxes are deducted from gross oil and gas revenue by the crude oil purchaser upon payment to the Company and include primarily severance taxes imposed by the State of Kansas, and Kansas conservation assessment fees. Revenues totaled $117,125 for the year ended December 31, 2022, which resulted in the deduction of $164 in production related taxes. Revenues totaled $79,002 for the year ended December 31, 2021, which resulted in the deduction of $1,060 in production related taxes primarily due to severance taxes paid in 2021. ~~The~~During ~~Company~~the ~~has~~year ~~received~~ended ~~notice~~December of31, an2021, ~~exemption~~the ~~from~~Company received a notice from the State of Kansas, ~~which~~that exempted the Company ~~form~~from paying severance taxes due to the existing wells’ production levels. Therefore, ~~production~~ production related taxes ~~should~~declined ~~decline~~ as a percentage of revenue induring ~~2022~~the ~~and~~year ~~beyond.~~ended ~~The~~December ~~Company~~31, ~~had~~2022 noas ~~revenues~~compared into ~~2020~~the ~~and~~same ~~therefore~~period ~~there was no deduction for production related taxes~~ in ~~Kansas~~ 2021.

Other General and Administrative Expenses

Other general and administrative expenses were $1,~~036~~500,~~996~~504 for the year ended December 31, ~~2021~~2022, an increase of $~~720~~463,~~697~~508, or ~~228~~45%, from other general and administrative expenses of $~~316~~1,~~299~~036,996 for the year ended ~~2020~~December 31, 2021. The increase in other general and administrative expenses is primarily attributable to an increase of $~~314~~549,~~643~~561 in stock-based compensation due to the noncash compensation ~~for~~awarded ~~its~~to the Company’s executives, ~~and Board~~ members inof ~~2021.~~the ~~The~~Board ~~increase~~of inDirectors, ~~other~~the ~~general~~USNG ~~and~~Letter ~~administrative~~Agreement, ~~expenses~~which isawarded ~~also~~compensatory ~~attributable~~warrants to ~~an increase $193,834~~advisory ~~for~~members ~~legal~~of ~~fees,~~the ~~$37,705~~Board ~~for~~of ~~geological~~Advisors ~~services~~ and aother ~~$34,500~~consultants ~~increase~~ in ~~auditor~~2022 ~~fees as the Company began operating the Properties, which required various capital raises~~ and ~~other~~in ~~filings~~late ~~with the SEC~~2021. InThe ~~addition, the~~ increase in ~~other~~stock-based ~~general~~compensation ~~and~~was ~~administrative expenses~~offset ~~were~~by ~~attributable~~a ~~to the~~ $75,000 charge-off of ~~the~~one option to acquire ~~the Properties which expired,~~ a ~~$30,000~~property ~~bonus~~during ~~paid to~~ the ~~Company’s Chief~~year ~~Executive~~ended ~~Officer~~December ~~attributable to his efforts in the acquisition of the Properties. The $314~~31,~~643~~ ~~increase~~2021 inthat ~~stock-based~~did ~~compensation was~~not ~~related~~recur ~~to the amortization of the stock option grants~~ in ~~June 2021,~~ the ~~warrants issued to USNG and the Advisory Board, and the~~comparable ~~restricted~~period ~~stock grants~~ in ~~August 2020~~2022.

Equity in earnings of unconsolidated subsidiary – GMDOC

The Company reported equity in earnings of unconsolidated subsidiary of $251,461 for the year ended December 31, 2022, compared to $-0- for the year ended December 31, 2021. Such income resulted from the Company acquiring a 60.7143% membership interest in GMDOC in May 2022. The Company uses the equity method of accounting for equity investments if the investment provides the ability to exercise significant influence, but not control, over operating and financial policies of the investee, GMDOC. Management’s judgment regarding its level of influence over the operations of GMDOC included considering key factors such as the Company’s ownership interest, legal form of the investee, its’ lack of participation in policy-making decisions and its’ lack of control over the day-to-day operations of GMDOC.

GMDOC had previously acquired 70% of the working interests in the GMDOC Leases from Castelli Energy, L.L.C., an Oklahoma limited liability company. The GMDOC Leases cover approximately 10,000 acres located in Southern Kansas near the Oklahoma border. The GMDOC leases currently produce approximately 100 barrels of oil per day and 1.5 million cubic feet of natural gas per day on a gross basis. GMDOC, LLC generated $414,171 of net income on $2,397,406 of oil and gas revenues during the year ended December 31, 2022. The Company owns a 60.7143% membership interest in such net income or $251,461 which it has reported as equity in earnings of unconsolidated subsidiary – GMDOC during the year ended December 31, 2022.

Interest Expense

Interest expense ~~decreased~~increased to $~~108~~913,~~052~~608 for the year ended December 31, ~~2021~~2022, compared to $~~210~~108,~~931~~052 for the ~~in the~~ year ended December 31, ~~2020,~~2021. The aincrease ~~decline~~in ofinterest ~~$102,879, or 49%. Interest~~ expense ~~declined~~ during the year ended December 31, ~~2021~~2022 ~~primarily~~was ~~due~~attributable to ~~the~~$218,680 ~~pay-off~~ of default interest accrued on the convertible ~~note~~notes ~~payable~~that ~~issued~~were in ~~August~~default ~~2019~~at December 31, ~~which~~2022. ~~had~~Management abelieves ~~stated~~that ~~principal~~it ~~balance~~will ofbe ~~$365,169~~able ~~and~~to ~~bore~~negotiate ~~interest~~the atwaiver anof such 8%default ~~rate~~interest ~~until~~ when it ~~was~~negotiates ~~retired~~amendments onto ~~March~~the ~~26,~~notes ~~2021.~~in ~~The~~default ~~retirement~~during of2023. ~~the~~In ~~two~~addition ~~notes~~the ~~payable~~increase ~~totaled~~was ~~$85,000~~attributable to onthe ~~April~~issuance 1,of ~~2021~~the ~~and~~various ~~the~~convertible ~~August~~notes ~~Note~~payable onissued ~~March 31,~~in ~~2021~~2022 ~~resulted~~and in ~~less~~2021 ~~interest~~that ~~expense~~were ~~being~~outstanding ~~reported~~ during the year ended December 31, ~~2021~~2022 asand ~~compared~~not tooutstanding during the year ended December 31, ~~2020~~2021.

On March 31, 2021, the Company issued $28,665 principal balance of 3% Notes in connection with the Debt Settlement Agreements, which bear interest at 3%. Interest expense totaled $643 related to these 3% Notes during the year ended December 31, 2021 and will continue to affect interest expense in future quarters.37

On April 1, 2021, the Company and the holder of the $50,000 outstanding convertible note reached a settlement, pursuant to which the Company issued a total of 145,000 shares of Common Stock in exchange for the extinguishment of the outstanding principal, accrued interest and associated common stock purchase warrants, which totaled $72,874 as of April 1, 2021. In addition, on April 1, 2021, the Company and the holder of the $35,000 outstanding convertible note reached a settlement, pursuant to which the Company issued a total of 100,000 shares of Common Stock in exchange for the extinguishment of the outstanding principal, accrued interest and associated common stock purchase warrants, which totaled $50,956 as of April 1, 2021. The 100,000 shares issued to extinguish the debt obligations were valued at $28,000 based on the closing market price on the date of the extinguishment. Accordingly, there was less interest related to these notes in the year ended December 31, 2021 as compared to in the year ended December 31, 2020.

On August 30, 2021 and October 29, 2021, the Company entered into two Securities Purchase Agreements with one and three, respectively, accredited investors agreed for the 8% Notes, with an aggregate principal face amount of approximately $650,000. The 8% Notes are, subject to certain conditions, convertible into an aggregate of 1,300,000 shares of Common Stock, at a price of $0.50 per share. The Company also issued five and one half-year common stock purchase warrants to purchase up to 1,850,000 shares of Common Stock at an exercise price of $0.50 per share, subject to customary adjustments which are immediately exercisable. The investors purchased the 8% Notes and the warrants from the Company for an aggregate purchase price of $650,000 and the proceeds were used for general working capital purposes. The 8% Notes bear interest at 8%, however a discount was recorded for the on the relative estimated fair value of the detachable warrants issued, which will be amortized to interest expense over the term of the 8% Notes using the interest method. Total interest expense was $62,170 during the year ended December 31, 2021 and will continue to affect interest expense in future quarters.

Gain on Extinguishment of Liabilities

The Company reported a gain on exchange and extinguishment of liabilities of $~~86,602~~-0- and $686,~~150,142~~602 in the years ended December 31, ~~2021~~ 2022 and ~~2020~~2021, respectively.

30On April 1, 2021, the Company and the holders of two notes payable aggregating $85,000 that were in default reached a settlement whereby the Company issued a total of 245,000 shares of Common Stock in exchange for the extinguishment of the outstanding principal, accrued interest and associated Common Stock purchase warrants, which totaled $123,830, as of April 1, 2021. The 245,000 shares issued to extinguish the debt obligations resulted in a gain of $55,230 which was recorded in the year ended December 31, 2021.

On ~~April~~March 131, 2021, the Company ~~and~~recorded ~~the~~a ~~holder~~net gain on extinguishment of ~~the~~liabilities totaling $5031,~~000~~372, which was attributable to six transactions that extinguished outstanding ~~convertible~~liabilities ~~note~~as ~~reached~~of athat ~~settlement,~~date. ~~pursuant~~The toDebt ~~which~~Settlement ~~the~~Agreements ~~Company~~extinguished accounts payable and accrued liabilities ~~issued~~with a total outstanding balance of ~~145~~$2,~~000~~866,497, ~~shares~~for ofthe ~~Common~~issuance ~~stock~~of $28,665 in ~~exchange~~principal ~~for~~balance ~~the extinguishment~~ of the ~~outstanding~~3% ~~principal,~~Notes. ~~accrued~~Such ~~interest~~3% ~~and~~Notes were ~~associated~~issued ~~common~~with ~~stock~~the ~~purchase~~3% ~~warrants~~Warrants, which ~~totaled~~were valued at $721,~~874~~605,178. asThe oftransaction ~~April~~resulted in a total gain of $1,232,654 ~~2021.~~of ~~The~~which ~~145~~$124,~~000~~177 was ~~shares~~reported ~~issued~~as toa ~~extinguish~~gain ~~the~~on ~~debt obligations~~extinguishment ~~were~~of ~~valued~~liabilities atand $401,~~600~~108,477 ~~based~~was onreported ~~the~~as ~~closing~~a ~~market~~capital ~~price~~contribution onduring the ~~date~~year ofended ~~the~~December 31, ~~extinguishment~~2021. The ~~extinguishment~~$23,000 gain from settlement of ~~the~~litigation ~~debt obligations~~extinguished ~~resulted~~$33,000 inof trade payables for a ~~gain~~cash payment of $3210,~~274~~000. The loss of $115,805 ~~which~~is ~~was~~related ~~recorded~~to inthe early retirement of $365,169 principal balance of the August 2020 Note. There were no similar transactions during the year ended December 31, ~~2021~~2022.

OnChange ~~April 1, 2021, the Company and the holder of the $35,000 outstanding convertible note reached a settlement, pursuant to which the Company issued a total of 100,000 shares of Common stock~~ in ~~exchange~~Warrant ~~for~~Derivative ~~the~~Fair extinguishment of the outstanding principal, accrued interest and associated common stock purchase warrants which totaled $50,956 as of April 1, 2021. The 100,000 shares issued to extinguish the debt obligations were valued at $28,000 based on the closing market price on the date of the extinguishment. The extinguishment of the debt obligations resulted in a gain of $22,956, which was recorded in the year ended December 31, 2021.Value

OnThe ~~March~~change ~~31,~~in ~~2021,~~warrant ~~the~~derivative ~~Company~~liability ~~recorded~~was aan ~~net~~expense ~~gain~~of on$577,269 ~~extinguishment~~during ofthe ~~liabilities~~year ~~totaling~~ended $December 31,~~372~~ 2022, ~~which~~as ~~was~~compared ~~attributable~~ to ~~six~~a ~~transactions~~gain of ~~that~~$199 ~~extinguished outstanding liabilities~~ during the year ended December 31, 2021. The ~~Debt~~estimated ~~Settlement~~fair ~~Agreements~~value ~~extinguished~~of ~~accounts payable~~the ~~and~~Company’s ~~accrued~~derivative liabilities, ~~with~~all aof ~~total~~which were ~~outstanding~~related ~~balance~~to ofthe ~~$2,866,497,~~detachable ~~for~~warrants issued in connection with the issuance of ~~$28,665~~Series inA ~~principal~~Convertible ~~balance~~Preferred ofStock, ~~the~~were 3%estimated ~~Notes~~using ~~with~~a ~~detachable~~closed-ended ~~warrants~~option topricing ~~purchase~~model ~~5,732,994~~utilizing ~~shares~~assumptions ofrelated ~~Common~~to ~~Stock~~the ~~for~~contractual ~~$0.50~~term ~~per~~of ~~share~~the instruments, estimated ~~which~~volatility ~~was~~of ~~valued~~the atprice ~~$1,605,178,~~of ~~which resulted~~the inCompany’s acommon ~~total~~stock ~~gain~~and ofcurrent ~~$1,232,654~~interest ofrates. ~~which~~The ~~$124,177~~detachable ~~was~~warrants ~~reported~~issued asin connection awith ~~gain~~the onissuance ~~extinguishment~~ of ~~liabilities~~certain ~~and~~Series ~~$1,108,477~~A ~~was~~Convertible ~~reported as~~Preferred Stock contained a ~~capital~~provision ~~contribution.~~allowing ~~The~~the ~~$23,000~~holder ~~gain~~to ~~from~~require cash settlement ofin ~~litigation~~certain ~~extinguished~~situations ~~$33~~were fundamental transaction,~~000~~ ofas ~~trade~~defined ~~payables~~in ~~for~~the awarrant ~~cash~~agreements ~~payment~~have ~~of $10,000~~occurred. ~~The~~An ~~loss~~event ofoccurred ~~$115~~on December 31,~~805~~ is2022 ~~related~~that toactivated the Holder’s ~~early~~ability ~~retirement~~to ofutilize ~~$365~~such provisions,~~169~~ ~~principal~~therefore ~~balance~~the ofderivative ~~August~~liability ~~2020~~was ~~Note~~recognized on December 31, 2022.

~~For~~The ~~the~~conversion ~~year~~feature ~~ended~~in ~~December~~certain ~~31,~~outstanding ~~2020,~~notes ~~the~~payable ~~gain on~~and ~~extinguishment~~Common ofStock ~~liabilities~~purchase ~~was~~warrants ~~attributable~~issued toin ~~two~~connection ~~transactions~~with ~~that~~short-term ~~extinguished~~ notes outstanding ~~liabilities;~~during ~~(i)~~ the ~~SKM~~year ~~Exchange Agreement,~~ended ~~which~~December ~~extinguished~~31, a2021 ~~promissory~~were ~~note~~treated ~~with~~as anderivative ~~outstanding~~instruments ~~principal~~because ~~balance~~such ofnotes ~~$1,000,000,~~payable ~~$542,762~~and inwarrants ~~accrued~~contained ratchet ~~interest~~ and ~~other~~ ~~obligations~~anti-dilution ~~previously~~provisions. ~~outstanding~~The ~~and~~mark-to-market ~~resulting~~process resulted in a ~~total~~ gain of $~~1,310,006,~~199 ~~and~~during ~~(ii)~~ the ~~extinguishment~~year ofended ~~trade~~December ~~payable~~31, ~~obligations~~2021. ~~totaling~~There ~~$4,840,136~~were ~~that~~no ~~arose~~similar derivatives outstanding during ~~2013~~the year ended December 31, ~~which~~2022. ~~were~~All ~~extinguished~~short-term innotes ~~2020~~and ~~pursuant~~their torelated ~~the~~derivative warrants ~~relevant~~were ~~statute~~terminated ofon ~~limitations~~April 1, 2021.

Change in Derivative Fair Value

The conversion feature in certain outstanding promissory notes and common stock purchase warrants issued in connection with short-term notes outstanding during the years ended December 31, 2021 and 2020 were treated as derivative instruments because such notes and warrants contained ratchet and anti-dilution provisions. The mark-to-market process resulted in a gain of $199 during the year ended December 31, 2021, compared to a gain of $795 during the year ended December 31, 2020. All short-term notes and their related derivative warrants have been terminated as of December 31, 2021.

Income Tax

The Company recorded no income tax benefit (expense) in the years ended December 31, ~~2021~~2022 and ~~2020~~2021. The Company has been in a cumulative tax loss position and has substantial net operating loss carryforwards available for its utilization at December 31, ~~2021~~2022. The Company has continued to carry a 100% reserve on its net deferred tax assets and therefore recorded no income tax expense or benefit on its income (loss) before income taxes during the years ended December 31, ~~2021~~2022 and ~~2020~~2021.

Net ~~Income (~~Loss)

The Company reported a net loss of $13,~~603~~940,~~761~~075 for the year ended December 31, ~~2021~~2022, compared to a net ~~income~~loss of $51,~~623~~603,~~707~~761 for the year ~~ended~~ ended December 31, ~~2020~~2021. This represents aan ~~decrease~~increase in net loss of $72,~~227~~336,~~468~~314 for the year ~~ended~~ December 31, ~~2021~~2022 compared to the year ended December 31, ~~2020~~2021.

3138

Series A Convertible Preferred Stock Dividends

The Company recorded $~~174~~231,~~449~~619 and $~~-0-~~174,449 in convertible preferred stock dividends in the years ended December 31, ~~2021~~2022 and ~~2020~~2021, respectively. On March 26, 2021, the Company issued and classified its Series A Convertible Preferred Stock as equity securities inon ~~the~~its balance sheet. During 2022, the Company issued additional shares of Series A Convertible Preferred Stock, ~~bears~~therefore, athere ~~cumulative~~were ~~dividend~~more atshares aof ~~10%~~Series A ~~rate~~Convertible ~~based~~Preferred onStock ~~its~~outstanding ~~stated/liquidation~~during ~~value.~~the ~~There~~year ~~were~~ended noDecember ~~outstanding~~31, 2022 as compared to the year ended December 31, 2021. All shares of Series A Convertible Preferred Stock ~~during~~bear ~~the~~a ~~year~~cumulative ~~ended~~dividend ~~December~~at ~~31,~~a ~~2020~~10% rate based on its stated/liquidation value.

Net ~~Income (~~Loss) Applicable to Common Stockholders

The Series A Convertible Preferred Stock issued onin ~~March~~2022 ~~26,~~and 2021 ~~has~~have adividend ~~preference~~and/or distribution preferences over our Common Stock and, therefore, such accrued dividend amounts have been deducted from net ~~income (~~loss) to report net ~~income (~~loss) applicable to common stockholders of $(14,~~778~~171,~~210)~~694 and $51,~~623~~778,~~707~~ 210 for the years ended December 31, ~~2021~~2022 and ~~2020~~2021, respectively.

Basic and Diluted Net ~~Income (~~Loss) Attributable to Common Stockholders per Share

Basic net ~~income (~~loss) attributable to common stockholders per share is computed by dividing the net ~~income (~~loss) attributable to common stockholders by the weighted-average number of shares of Common Stock outstanding during the period. Diluted net ~~income (~~loss) attributable to common stockholders per share is computed by dividing the net ~~income (~~loss) attributable to common stockholders by the weighted-average number of shares of Common Stock and dilutive Common Stock Equivalents outstanding during the period. Common Stock Equivalents included in the diluted net ~~income (~~loss) attributable to common stockholders per share computation represent shares of Common Stock issuable upon the assumed conversion of ~~Convertible~~convertible notes ~~Promissory Notes~~payable, Series A Convertible Preferred Stock and the assumed exercise of stock options and warrants using the treasury stock and “if converted” method. For periods in which net losses attributable to common stockholders are incurred, weighted average shares outstanding is the same for basic and diluted loss per share calculations, as the inclusion of Common Stock Equivalents would have an anti-dilutive effect. In addition, in periods in which there is net income attributable to common stockholders and the effect of including Common Stock Equivalents in the diluted per share calculations would be anti-dilutive (such as when the conversion or exercise price of the common stock equivalents are higher than the average closing market price per share) such anti-dilutive Common Stock Equivalents would also be excluded from the calculation of basic and diluted weighted average shares of Common Stock outstanding.

The Company incurred a net loss attributable to common stockholders during the year ended December 31, 2022, and 2021, therefore all Common Stock Equivalents were considered anti-dilutive and excluded from diluted net ~~income (~~loss) attributable to common stockholders per share computations. The basic and diluted net ~~income (~~loss) attributable to common stockholders per share were $(0.20) and $(0.09) for the ~~year~~years ended December 31, 2022 and 2021, respectively.

~~During~~Potential ~~the~~Common ~~year~~Stock ~~ended~~Equivalents as of December 31, ~~2020,~~2022 ~~the~~totaled 32,688,238 shares of Common Stock, ~~issuable~~which ~~upon~~included ~~conversion~~2,838,580 shares of ~~the August Note were considered~~ Common ~~Stock~~ ~~equivalents~~Stock ~~and~~underlying ~~therefore~~ the ~~dilutive~~convertible ~~effect~~notes ofpayable, ~~such~~7,976,875 ~~issuance was included in the computation of diluted income (loss) per share. All~~ shares of Common Stock ~~issuable~~underlying ~~upon~~the conversion of ~~convertible~~Series ~~debt~~A ~~(other~~Convertible ~~than the August Note) and the exercise of outstanding stock~~Preferred ~~options and warrants were antidilutive~~Stock, ~~and~~20, ~~therefore~~430,783 ~~not~~shares ~~included in the computation~~ of ~~diluted~~Common ~~income~~Stock ~~(loss)~~underlying ~~per~~outstanding ~~share~~warrants ~~for~~and ~~the year ended December 31~~1,442,000 ~~2020.~~shares ~~The~~of ~~basic~~Common ~~net~~Stock ~~income~~underlying ~~(loss) attributable to common stockholders per share was $0.39 and the diluted net income~~outstanding ~~(loss)~~stock ~~attributable to common stockholders per share was $0~~options.~~36 for the year ended December 31, 2020.~~

Potential Common Stock Equivalents as of December 31, 2021 totaled 27,728,864 shares of Common Stock, which included 1,357,330 shares of Common Stock underlying the Convertible Promissory Notes, 6,898,750 shares of Common Stock underlying the conversion of Series A Convertible Preferred Stock, 17,580,784 shares of Common Stock underlying outstanding warrants and 1,892,000 shares of Common Stock underlying outstanding stock options.

Liquidity and Capital Resources; Going Concern–

We have had a history of losses and have generated little or no operating revenues for a number of years~~, as we concentrated on the development of our Concessions, which was a long-term, high-risk/reward exploration project in an otherwise unproven part of the world~~. WeIn ~~abandoned the Concessions in early~~ 2020, ~~due~~we tobegan ~~the challenging economic and political issues in Nicaragua and the oil and gas industry in general. We have been~~ assessing various opportunities and strategic alternatives involving the acquisition, exploration and development of gas and oil properties in the United States, including the possibility of acquiring businesses or assets that provide support services for the production of oil and gas in the United States. As a result, we: ~~completed the purchase of the Properties on April~~ 1,) ~~2021~~acquired ~~and have commenced certain rework to~~ the ~~existing producing wells and intend to perform workovers and other develop activities on the~~ Properties ~~during 2022. We plan to evaluate the Properties for additional reserves of noble gases~~, ~~which may change our development plans should~~ we2) ~~determine~~entered ~~that~~into ~~reserves of noble gases exist on~~ the ~~Properties~~Hugoton atJV commercial quantities. The planned development of the Properties will require us to raise additional capital to accomplish our operating plan, which cannot be assured. Historically, we financed our operations through the issuance of equity and ~~various~~3) ~~short~~entered ~~and~~into ~~long-term debt financing that contained some level of detachable warrants to provide~~ the ~~holders~~GMDOC ~~with a level of equity participation~~venture.

The planned development of the development projects previously identified will require us to raise additional capital to accomplish our operating plan, which cannot be assured. Historically, we financed our operations through the issuance of equity and various short and long-term debt financing that contained some level of detachable warrants to provide the holders with a level of equity participation.

Capital Raised

Historically, we have raised funds through various equity and debt instruments through private transactions. The following summarizes the sources of significant liquidity raised during the years ended December 31, ~~2021~~2022 and ~~2020~~2021:

	2021		2020
	Year ended December 31, 2022
Capital raised:
Issuance of Series A Convertible Preferred Stock with detachable common stock purchase warrants	$	1,929,089	$	—
Issuance of convertible notes payable together with the issuance of 425,000 shares of Common Stock	$	850,000
Issuance of Convertible Promissory Notes with detachable common stock purchase warrants		650,000		325,000
Issuance of Series A Convertible Preferred Stock with detachable Common Stock purchase warrants		645,000
Issuance of note payable-related party		—		41,000
Issuance of convertible notes payable with detachable Common Stock purchase warrants		350,000
Total costs	$	2,579,089	$	366,000
Total capital raised	$	1,845,000

The Company has been able to raise the liquidity during 2021 and 2020 through the issuance of debt and equity in private transactions with accredited investors. These financial instruments generally require the Company to register the Common Stock underlying the conversion of the Series A Convertible Preferred Stock, the convertible notes, provide the holders with a right to participate in future capital raises and require their approval for the future issuance of securities at rates less than $0.50 per share. The holders have also agreed that the conversion of the Series A Convertible Preferred Stock, the convertible promissory notes and the exercise of the underlying warrants are generally subject to beneficial ownership limitations such that each holder of the financial instruments individually may not convert the underlying Series A Convertible Preferred Stock, convertible notes or exercise the underlying warrants to the extent that such conversion or exercise would result in any of the holders individually being the beneficial owner in excess of 4.99% (or, upon election of the holders, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon such conversion or exercise, which beneficial ownership limitation may be increased or decreased up to 9.99% upon notice to the Company, provided that any increase in such limitation will not be effective until 61 days following notice to the Company.

	Year ended December 31, 2021
Capital raised:
Issuance of Series A Convertible Preferred Stock with detachable Common Stock purchase warrants	$	1,929,089
Issuance of convertible notes payable with detachable Common Stock purchase warrants		650,000

Total capital raised	$	2,579,089

WeThe ~~will~~Company ~~likely~~was ~~continue~~able to ~~issue~~raise ~~such~~liquidity ~~convertible~~during ~~instruments~~2022 and 2021 through the issuance of debt and equity in private transactions with ~~detachable~~accredited investors. ~~warrants~~These financial instruments generally require the Company to ~~acquire~~register the Common Stock tounderlying ~~fund~~the ~~our~~conversion ~~operational~~of the Series A Convertible Preferred Stock, the Common Stock purchase warrants and the convertible notes payable. These issuances generally provide the holders with a right to participate in future capital ~~expenditure~~raises ~~plans~~and require their approval for ~~2022~~the future issuance of securities at rates less than their purchase price. The holders have also agreed that the conversion of the Series A Convertible Preferred Stock, the convertible notes payable and the exercise of the underlying warrants are generally subject to beneficial ownership limitations such that each holder of the financial instruments individually may not convert the underlying Series A Convertible Preferred Stock, convertible notes payable or exercise the underlying warrants to the extent that such conversion or exercise would result in any of the holders individually being the beneficial owner in excess of 4.99% (or, upon election of the holders, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon such conversion or exercise, which beneficial ownership limitation may be increased or decreased up to 9.99% upon notice to the Company, provided that any increase in such limitation will not be effective until 61 days following notice to the Company.

~~Letter~~We will oflikely ~~Engagement~~continue to issue such convertible notes payable with detachable warrants to acquire Common Stock to fund our operational and capital expenditure plans for 2023.

On April 1, 2022, the Company engaged Univest to act as the exclusive financial advisor, and the lead underwriter in the Offering. The size of the Offering is expected to be between $10,000,000 to $15,000,000 upon closing of the Offering. The Public Offering Price will be determined by mutual agreement of the Company and Univest and will be determined at the signing of the final Underwriting Agreement, which will based on, among other things, market conditions at the time of the Offering.

Pursuant to the Underwriting Agreement, Univest will act as principal, or the representative of a number of broker-dealers that will offer the securities in a public offering. The Letter Of Engagement anticipates that Univest will receive a gross discount equal to eight percent (8%) of the Public Offering Price on each share of the securities being offered. Univest has agreed to negotiate in good faith with other underwriters who, acting severally, could contract to act as an underwriter in connection with the sale of the securities being offered. Univest will also have the right to re-offer all or any part of the securities being offered to other broker-dealers. Univest will be entitled to warrants to purchase common stock representing five percent (5%) of the amount of securities sold in the Offering with an exercise price determined to be 110% of the Public Offering Price.

The Company also agreed to reimburse Univest, at and out of the proceeds of the Offering closings, for all of its reasonable, out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals) in connection with the performance of its services hereunder not to exceed an aggregate of $150,000. In addition, at the closing of the Offering, the Company agreed to reimburse Univest one percent (1%) of the actual amount of the Offering as nonaccountable expense of the offering.

The term of the Letter of Engagement expires upon the earlier to occur of (i) six (6) months from the date of execution or (ii) the mutual written agreement of the Company and Univest.

Capital Expenditures

~~Acquisition~~As of ~~the~~December ~~Oil and Gas Properties in Central Kansas Uplift - On July~~ 31, ~~2019~~2022, we ~~acquired~~had: ~~the~~1) ~~option~~acquired ~~from Core to purchase~~ the ~~production and mineral rights/leasehold for the~~ Properties~~. We paid a non-refundable deposit of $50~~,~~000~~ ~~to bind the option, which provided us the right to acquire the Properties for $~~2.5) ~~million~~entered ~~prior~~into ~~to December 31, 2019. The Company was not able to exercise~~ the ~~option~~Hugoton ~~prior~~JV ~~to December~~and ~~31,~~3) ~~2019.~~entered Oninto ~~September 2, 2020,~~ the ~~Company~~GMDOC ~~acquired~~venture ~~a new option from Core under similar terms~~ as ~~the previous option. the~~more ~~newly~~fully ~~acquired~~described ~~option,~~elsewhere ~~however,~~in ~~permits~~this ~~the~~Annual ~~Company~~Report toon ~~purchase~~Form ~~the Properties at a reduced price of $900,000 at any time prior to November 1, 2020 and the Company agreed to immediately conduct a capital raise of between approximately $2-~~10 ~~million to fund its acquisition and development of the Properties~~-K. ~~On December 14, 2020 the parties executed the Asset Purchase Agreement which extended the new option to January 11, 2021, which has expired.~~

3340

We, Core, and Seller entered into the Side Letters on September 2, 2020 and March 31, 2021, pursuant to which we and Core agreed to set the closing date of the acquisition of the Properties under the Asset Purchase Agreement to April 1, 2021. Pursuant to the Side Letters, the Company is responsible for reimbursing Core for certain prorated revenues and expenses from January 1, 2021 through April 1, 2021.

On April 1, 2021, we completed the acquisition of the Properties, under the same terms of the Asset Purchase Agreement for $900,000.

The purchase of the Properties included the existing production equipment, infrastructure and ownership of 11 square miles of existing 3-D seismic data on the acreage. The Properties include a horizontal producing well, horizontal saltwater injection well, conventional saltwater disposal well and two conventional vertical producing wells, which currently produce from the Reagan Sand Zone with an approximate depth of 3,600 feet.

Farmout Agreement to Explore and Develop Unconventional Gas and Brine Materials in the Hugoton Gas Field- On April 4, 2022, the Company acquired a 40% joint venture interest in the AMGAS JV that holds a Farmout Agreement with Scout with regards to its oil and gas interests in the Hugoton Gas Field, located in Haskell and Finney counties, Kansas.

The Farmout Agreement covers drilling and completion of up to 50 wells, with the first exploratory well scheduled to begin in April 2022. The AMGAS JV will utilize Scout’s existing infrastructure assets including water disposal, gas gathering and helium processing. The Farmout Agreement provides the JV with rights to take in-kind and market its share of helium at the tailgate of Jayhawk Gas Plant, which will enable the AMGAS JV to market and sell the helium produced at prevailing market prices.

The AMGAS JV also acquired the right to all brine minerals subject to a ten percent (10%) royalty to Scout, across Finney and Haskell Counties. Brine minerals are harvested from the formation water produced from active, and to be drilled, oil and gas wells and may include a variety of dissolved minerals including bromine and iodine. The AMGAS JV plans to target brine with commercial quantities of bromine and iodine. AMGAS is currently developing proprietary technology to recover brine minerals, particularly with respect to bromine, which is well underway and has demonstrated recovery efficiency and is expected to be available for use in existing and future development wells.

We will likely find it necessary to obtain new sources of debt and/or equity capital to fund the exploration and development of the Properties and the Hugoton Gas Field, as well as to satisfy our existing debt obligations. We can provide no assurance that we will be able to obtain sufficient new debt/equity capital to fund our planned development of the Properties or the Hugoton Gas Field.

Going Concern

The Company has incurred losses from operations, has a stockholders’ deficit, incurred net cash used in operating activities and has a significant working capital deficit as of and for the years ended December 31, 2022 and 2021. The Company must raise substantial amounts of debt and equity capital from other sources in the future in order to fund ~~the~~ (i) the development of the Properties acquired on April 1, 2021; (ii) toour ~~fund~~obligations ~~our~~for exploration and development ~~obligations~~ under the ~~Farmout Agreement in the~~ Hugoton ~~Gas~~Farmout ~~Field~~Agreement; (iii) normal day-to-day operations and corporate overhead; and (iv) outstanding debt and other financial obligations ~~including~~ ~~the~~as ~~payment~~they become due. Some of ~~Series~~the ACompany’s ~~Convertible~~outstanding debt ~~Preferred~~and ~~Stock~~other ~~dividends~~financial obligations are currently past due and the ~~repayment~~Company ofanticipates ~~the~~that ~~convertible~~other ~~notes~~debt ~~payable~~and asfinancial ~~they~~obligations ~~become~~will become past due imminently. These are substantial operational and financial ~~concerns~~issues that must be successfully addressed during ~~2022~~2023 and beyond.

The Company has made substantial progress in resolving many of its existing financial obligations during the ~~year~~years ended December 31, ~~2021.~~2022 ~~In that regard, on March 31, 2021, the Company~~ and six creditors entered into Debt Settlement Agreements, which extinguished accounts payable and accrued liabilities totaling $2,866,497 in exchange for the issuance of $28,665 in principal balance of 3% Notes with detachable warrants to purchase 5,732,994 shares of Common Stock for $0.50 per share. On April 1, 2021, the Company and the holders of two notes payable that were in default reached a settlement whereby the Company issued a total of 245,000 shares of Common Stock in exchange for the extinguishment of the outstanding principal, accrued interest and associated common stock purchase warrants which totaled $123,830 as of April 1, 2021. The Company has made substantial progress in resolving its financial obligations; however, there is in excess of $1.9 million of old unpaid accounts payable and accrued liabilities that the Company believes that it may not have to pay based on the relevant Statute of Limitations on repayment.

The Company will have significant financial commitments to execute its planned exploration and development of the Properties and the Hugoton Gas Field. The Company may find it necessary to raise substantial amounts of debt or equity capital to fund such exploration and development activities and may seek offers from industry operators and other third parties for interests in the Properties in exchange for cash and a carried interest in exploration and development operations or other joint venture arrangement. There can be no assurance that it will be able to obtain such new funding or be able to reach agreements with industry operators and other third parties or on what terms.

Due to the uncertainties related to the foregoing matters, ~~our independent registered accounting firm has expressed the option that~~ there exists substantial doubt about the Company’s ability to continue as a going concern within one year after the date ~~these~~the financials are issued. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

Cash and cash equivalents balances-

As of December 31, ~~2021~~2022, we had cash and cash equivalents with an aggregate balance of $~~260~~10,~~590~~163, ana ~~increase~~decrease from a balance of $11260,~~042~~590 as of December 31, ~~2020~~2021. Summarized immediately below and discussed in more detail in the subsequent subsections are the main elements of the $~~249~~250,~~548~~427 net ~~increase~~decrease in cash during the year ended December 31, ~~2021~~2022:

●	Operating activities:	$~~801~~249,~~553~~841 of net cash used in operating activities. Net cash used in operating activities was $~~801~~249,~~553~~841 and $~~196~~801,~~618~~553 for the years ended December 31, ~~2021~~2022 and ~~2020~~2021, respectively, aan ~~deterioration~~improvement in net cash used in operating activities of $~~604~~551,~~935~~712. The ~~[deterioration]~~improvement ~~was~~in ~~primarily~~net ~~the~~cash ~~result~~used ofin ~~our~~ operating ~~results~~activities ~~for~~was primarily the ~~year~~result ~~ended~~of ~~December~~an ~~31,~~increase ~~2021~~in ~~compared~~non-cash toexpenses ~~2020.~~including ~~The~~the ~~Company~~change ~~reported~~in ~~net~~warrant ~~income~~derivative ~~(loss) of $(1~~liability,~~603,761)~~ ~~for~~discount ~~the~~amortization ~~year~~on ~~ended~~debt ~~December~~and ~~31,~~stock-based ~~2021 compared to $5~~compensation,~~623,707~~ ~~for~~ the ~~year~~impairment ~~ended~~charge ~~December~~to ~~31,~~oil ~~2020.~~and Wegas ~~acquired~~properties, ~~the~~an ~~Properties~~increase in ~~2021~~accounts payable and ~~have~~accrued ~~expended~~interest ~~substantial~~reflected ~~amounts~~in ~~during~~our ~~2021~~cash onflows ~~well~~from ~~workovers~~operating ~~and~~activities ~~exploration/evaluation~~for ofthe ~~potential~~year ~~noble~~ended ~~gas~~December ~~reserves on the Properties~~31, ~~which~~2022 ~~has~~compared ~~contributed~~ to the ~~increased~~same ~~usage~~period ~~of cash flow~~ in ~~operating activities~~2021.
●	Investing activities:	$~~900~~1,~~000~~153,591 of net cash used in investing activities. Cash used in investing activities was $~~900~~1,~~000~~153,591 for the year ended December 31, ~~2021~~2022 compared to $~~-0-~~900,000 for the year ended December 31, ~~2020~~2021. We ~~completed~~utilized funds during 2022 to acquire our membership interest in GMDOC and to drill the ~~acquisition~~initial ofexploratory well pursuant to the ~~Properties~~Hugoton Gas Field participation agreement. We utilized funds during 2021 to acquire the Properties.
●	Financing activities:	$1,~~951~~153,~~101~~005 of net cash provided by financing activities. Cash provided by financing activities for the year ended December 31, ~~2021~~2022 was $1,~~951~~153,~~101~~005 compared to cash provided by financing activities of $~~205~~1,~~875~~951,101 for the year ended December 31, ~~2020~~2021. ~~The~~We ~~Company~~ raised a total of $1,~~929~~200,~~089~~000 ~~through~~from the issuance of convertible notes payable and $645,000 from the issuance of Series A Convertible Preferred Stock with detachable warrants during the year ended December 31, 2022. These financing cash inflows were offset by the repayment of $537,500 principal balance of convertible notes payable and the payment of dividends totaling $154,495 on the Series A Convertible Preferred Stock during the year ended December 31, 2022. The Company raised $~~650~~1,~~000~~929,089 through the issuance of ~~convertible~~Series ~~promissory~~A Convertible Preferred Stock and $650,000 in convertible notes payable, ~~repaid~~which was offset by the repayment of $453,539 principal balance of convertible ~~notes~~debt ~~payable~~ and ~~paid~~the ~~dividends~~payment of dividends totaling $174,449 on the Series A Convertible Preferred Stock during the year ended December 31, 2021.

~~The net result of these activities was a $249,548 increase in cash and cash equivalents from $11,042 as of December 31, 2020 to $260,590 as of December 31, 2021.~~41

The net result of these activities was a $250,427 decrease in cash and cash equivalents from $260,590 as of December 31, 2021 to $10,163 as of December 31, 2022.

Commitments:

Capital Expenditures. We had no material commitments for capital expenditures at December 31, ~~2021~~2022. ~~The~~However, ~~Farmout~~we ~~Agreement~~are ~~that~~required weby ~~entered~~the Hugoton ~~into~~Gas inField ~~April~~Farmout ~~2022~~Agreement ~~required us~~ to drill at least ~~one~~three additional gas production ~~well~~wells in ~~2022~~2023 and 2024 in order to maintain the Hugoton JV. We ~~expect~~drilled toand ~~begin~~completed the first Hugoton Gas Field production well in ~~April~~May 2022, which was connected to the pipeline and commenced production on August 17, 2022. We estimate that the expenses related to the drilling program to be approximately $~~350~~300,000 for drilling and completion of ~~the~~each ~~initial~~ additional exploratory well.

35Repayment of Debt. Debt obligations are comprised of the following at December 31, 2022:

Repayment of Debt. Debt obligations is comprised of the following at December 31, 2021 and 2020:

	December 31, 2022
Convertible notes payable:

8% convertible notes payable due October 29, 2022 (in default)	$	650,000
8% convertible notes payable due September 15, 2022 (the June 2022 Note) (in default)		350,000
8% convertible notes payable due June 29, 2022 (the May 2022 Notes) (in default)		312,500
3% convertible notes payable (the 3% Notes)		28,665

Total convertible notes payable		1,341,165
Less: Long-term portion		28,665
Convertible notes payable, short-term	$	1,312,500

	December 31, 2021		December 31, 2020
Notes payable:
3% Convertible promissory notes payable	$	28,665	$	—
8% Convertible promissory notes payable (less discount of $494,861 and $-0- as of December 31, 2021 and 2020, respectively)		155,139	$	—
Convertible note payable, (less discount of $-0- and $231,606 as of December 31, 2021 and 2020, respectively)		—		133,563
Note payable		—		50,000
Note payable		—		35,000
Total notes payable		183,804		218,563
Less: Long-term portion		28,665		—
Notes payable, short-term	$	155,139	$	218,563

Debt obligations become due and payable as follows:

Years ended	Principal balance due
2022	$	155,139
2023	$	1,312,500
2023		—
2024		—
2025		—
2026		28,665
2027		—
Total	$	183,804
2028		—
Total	$	1,341,165

With respect to two of the 8% convertible notes payable due October 29, 2022 with an outstanding aggregate principal balance of $500,000 as of December 31, 2022, the Company has reached an agreement with the two Investors. On January 10, 2023, the Company amended each of those notes by entering into a letter agreement between the Investors and the Company. The Letter Agreement modifies the terms of the notes by extending each note’s respective maturity date to September 30, 2023. In consideration for the extension, the Company amended the Fixed Conversion Price (as defined in each note) to $0.10, subject to any future adjustments as provided in each of the notes.

On May 5, 2023, the Company reached an agreement with the holder of two separate convertible notes payable in the aggregate principal face amount of approximately $450,000 (including $100,000 principal balance of the notes payable due October 29, 2022 and $350,000 principal balance of the note payable due September 15, 2022), which the Company did not pay by their maturity dates. The Company and the holder of the two convertible notes payable entered into a new convertible promissory note (the “New Note”), exchanging the outstanding principal amount of the old convertible notes payable into the New Note, with a maturity date of September 30, 2023. Upon issuance of the New Note, the old convertible notes payable were cancelled and the repayment defaults under the prior convertible notes payable were cured with the entry into the New Note. The conversion price of the New Note was reduced from $0.50 per share to $0.40 per share however, the interest rate and other significant terms of the New Note are the same as those of the prior convertible notes payable.

With respect to the 8% convertible notes payable due June 29, 2022 with an outstanding aggregate principal balance of $312,500 as of December 31, 2022, the Company has reached an agreement with the two Investors. On January 10, 2023, the Company amended each of those notes by entering into a letter agreement between the Investors and the Company. The Letter Agreement modifies the terms of the notes by extending each note’s respective maturity date to September 30, 2023. In consideration for the extension, the Company amended the Fixed Conversion Price (as defined in each note) to $0.10, subject to any future adjustments as provided in each of the notes.

With respect to the other notes that were not amended or exchanged on January 10, 2023 and May 5, 2023, the parties are negotiating a forbearance/resolution to such technical defaults which include several alternatives. Such negotiations include i) a reduction in the conversion price of the underlying convertible notes, ii) an extension and a roll-over of the principal into other Company securities, and iii) a combination of the alternatives. The Company can provide no assurance that the parties will reach a mutually agreeable resolution.

Open Litigation.

The nature of the Company’s isbusiness ~~subject~~exposes its properties, the Company, the Hugoton JV and its interest in GMDOC to ~~various~~the risk of claims and ~~legal~~litigation in ~~actions~~the innormal ~~which~~course ~~vendors~~of ~~are~~business. ~~claiming~~Other ~~breach~~than as noted above in Part I, Item 3 of ~~contract~~this ~~due~~Annual Report on Form 10-K, in our Notes to the Financial ~~Company’s~~Statements ~~failure to~~or ~~pay~~routine ~~amounts~~litigation ~~due.~~arising ~~The~~out of the ordinary course of business, the Company ~~believes~~is ~~that~~not itpresently ~~has~~subject ~~made~~to ~~adequate~~any material ~~provision~~litigation ~~for~~nor, ~~these~~to ~~claims~~its inknowledge, ~~the~~is ~~accompanying~~any ~~financial~~material ~~statements~~litigation threatened against the Company.

~~The Company is currently involved in litigation as follows:~~42

● In October 2012, the State of Texas filed a lawsuit naming Infinity-Texas, the Company and the corporate officers of Infinity-Texas, seeking $30,000 of reclamation costs associated with a single well, in addition to administrative expenses and penalties. The Company engaged in negotiations with the State of Texas in late 2012 and early 2013 and reached a settlement agreement that would reduce the aggregate liability, in this action and any extension of this to other wells in Texas, to $45,103, which amount has been paid. Certain performance obligations remain which must be satisfied in order to finally settle and dismiss the matter.

Pending satisfactory performance of the performance obligations and their acceptance by the State of Texas, the officers have potential liability regarding the above matter, who may be held personally harmless by indemnification provisions of the Company. Therefore, to the extent liabilities might actually occur, these are the obligations of the Company. Management estimates that the liabilities associated with this matter will not exceed $780,000, calculated as $30,000 for each of the 26 wells operated by Infinity Texas. Theses related liabilities, less the payment made to the State of Texas in 2012 in the amount of $45,103, are included in the asset retirement obligation on the accompanying balance sheets. ● On September 26, 2014, Cambrian filed an action in the District Court of Harris County, Texas, against the Company resulting from certain professional consulting services provided for quality control and management of seismic operations during November and December 2013 on the Concessions. Cambrian provided these services pursuant to a master consulting agreement with the Company, dated November 20, 2013, and has claimed breach of contract for failure to pay amounts due. On December 8, 2014, a default judgment was entered against the Company in the amount of $96,877 plus interest and attorney fees. The Company has included the impact of this litigation as a liability in its accounts payable. The Company will seek to settle the default judgment when it has the financial resources to do so. ● Torrey notified the Company by a letter, dated August 15, 2014, of its demand for the payment of $56,000, which it alleged was unpaid and owed under a consulting agreement dated October 18, 2013. Torrey and the Company entered into a consulting agreement, pursuant to which Torrey agreed to provide investor relations services in exchange for payment of $7,000 per month and the issuance of 15,000 shares of Common Stock. The agreement was for an initial three month-term with automatic renewals unless terminated upon 30 days’ written notice by either party. The Company made payments totaling $14,000 and issued 15,000 shares of Common Stock during 2013. The Company contended that Torrey breached the agreement by not performing the required services and that it had provided proper notice of termination to Torrey. Furthermore, the Company contended that the parties agreed to settle the dispute on or about June 19, 2014 under which it would issue 2,800 shares of Common Stock in full settlement of any balance then owed and final termination of the agreement. Torrey disputed the Company’s contentions and submitted the dispute to binding arbitration. The Company was unable to defend itself and the arbitration panel awarded Torrey a total of $79,594 in damages. The Company has accrued this amount in accounts payable as of December 31, 2021 and 2020, which management believes is sufficient to provide for the ultimate resolution of this dispute. ● On March 20, 2020, Ryan filed an action in the District Court of Johnson County, Kansas, against the Company resulting from certain professional consulting services Ryan alleged he performed for Social, Environmental and Economic Impact Assessments during July 2012 through September 2015 on the Concessions. Ryan alleged that such services were provided pursuant to oral agreements with the Company. Ryan claims breach of contract for failure to pay $12,000 amounts invoiced and due. On December 23, 2020, Ryan filed a motion for default judgment for $12,000 in unpaid invoices, plus legal, fees, statutory interest and any expert testimony fees. The Company has filed a motion to dismiss the lawsuit because the claims are barred by the statute of limitations and defective service. The Company has included the expected impact of this litigation as a liability in its accounts payable as of December 31, 2021 and 2020.

Contractual Obligations

USNG Letter Agreement - ~~The~~Pursuant to the USNG Letter Agreement, the Company is required to pay USNG a $8,000 monthly cash fee beginning at the onset of commercial helium or minerals production and sales, subject to certain thresholds. Such monthly fees will become due and payable for any month that ~~AMGAS~~ the Company receives cash receipts in excess of $25,000 derived from the sale of noble gases and/or rare earth elements/minerals. The Company has not yet achieved the $25,000 cash receipts threshold, therefore, there has been no payment or accrual liability relative to this cash fee provision asthrough of December 31, ~~2021~~2022. [The USNG Letter Agreement has an initial term of 5 years, which shall thereafter continue for successive one-year periods, provided that there is no uncured breach, unless otherwise terminated by either party upon a written notice of intent to non-renew.]

37Farmout Agreement to Explore and Develop Unconventional Gas and Brine Materials in the Hugoton Gas Field - On April 4, 2022, the Company acquired a 40% interest in a Farm-Out Agreement by and between Sunflower Exploration, LLC as the Farmee and Scout Energy Partners as Farmor with regards to its oil and gas interests in the Hugoton Gas Field, located in Haskell and Finney Counties, Kansas. The Farmout Agreement covers drilling and completion of up to 50 wells and the Company has joined three other entities in the Hugoton JV to explore for and develop potential oil, natural gas, noble gases and brine minerals on the properties underlying the Farmout Agreement Farm-Out Agreement.

~~Farmout~~The ~~Agreement to Explore and Develop Unconventional Gas and Brine Materials in the~~ Hugoton ~~Gas Field - On April 4, 2022, the Company acquired a 40% interest in the AMGAS~~ JV that holds the Farmout Agreement with Scout with regards to its oil and gas interests in the Hugoton Gas Field, located in Haskell and Finney Counties, Kansas. The Farmout Agreement covers drilling and completion of up to 50 wells. The AMGAS JV will utilize Scout Energy Partner’s existing infrastructure assets, including water disposal, gas gathering and helium processing. In addition, the Farmout Agreement provides the ~~AMGAS~~Hugoton JV with rights to take in-kind and market its share of helium at the tailgate of Jayhawk Gas Plant, located in Grant County, Kansas, which will enable the ~~AMGAS~~Hugoton JV to market and sell the helium produced at prevailing market prices. The first exploratory well iswas ~~scheduled~~completed toand ~~commence in~~commenced ~~April~~production ~~2022~~and ~~near~~sales ~~Garden~~of natural ~~City~~gas, ~~Kansas~~natural ~~with~~gas aliquids ~~goal~~and tohelium ~~evaluate~~on ~~the~~August ~~first~~17, of2022 ~~two~~near ~~separate~~Garden ~~silty~~City, ~~shale~~Kansas, ~~members~~The ofCompany ~~the~~is ~~Chase group~~continuing ofto ~~formations~~evaluate – the ~~Gage~~initial ~~Shale~~flows ~~and~~of ~~the~~both ~~Holmesville~~natural ~~Shale.~~gas, ~~These~~natural ~~two~~gas ~~shale~~liquids ~~members~~and ~~have~~helium ~~not~~to ~~previously~~determine ~~been~~its ~~targeted~~plan for ~~exploration by~~additional ~~historical~~wells ~~operations~~on in the ~~field~~farmout.

Inflation and Seasonality

Inflation in general has ~~not~~had ~~materially~~a ~~affected~~material effect on us during the ~~past~~year ~~fiscal~~ended ~~year;~~December ~~however~~31, 2022 and we do believe that inflation ~~may~~will continue to significantly impact our business induring ~~2022~~2023 and perhaps beyond. We do not believe that our business is seasonal in nature.

In addition, our oil and gas lease operating expenses have been substantially impacted by the COVID-19 pandemic and the Russian war in Ukraine, which has restricted the supply of production pipe and other materials used in the drilling and rework of oil and gas wells. In addition, experienced oil and gas service professionals have been in high demand in the oil and gas service sector and thereby increasing the cost of oil and gas well services. We expect this trend to continue during 2023 and perhaps beyond.

Critical Accounting Policies

~~Our~~A ~~financial~~critical ~~statements have been prepared in accordance with U.S. generally accepted~~ accounting ~~principles~~policy ~~(“GAAP”)~~is ~~and~~defined ~~fairly present~~as ~~our~~one ~~financial~~that ~~position~~is ~~and~~both ~~results~~material ofto ~~operations.~~the ~~The~~presentation ~~preparation~~ of ~~the~~our financial statements ~~requires~~and requires management to make ~~estimates and~~difficult, ~~assumptions~~subjective, ~~that~~or ~~affect~~complex ~~the~~judgments ~~reported~~that ~~amounts~~could ofhave ~~assets~~a ~~and~~material ~~liabilities~~effect aton ~~the~~our ~~date of the~~ financial ~~statements~~condition and ~~the reported amounts~~results of ~~revenues and expenses during the reporting period~~operations. ~~The~~Specifically, ~~Company~~critical ~~bases its~~ accounting estimates onhave ~~historical experience and on various other assumptions that are believed to be reasonable under~~ the ~~circumstances and evaluates its estimates on an ongoing basis. The~~ following ~~section~~ ~~identifies~~attributes: ~~and~~1) ~~summarizes~~we ~~those~~are ~~accounting~~required ~~policies considered by management~~ to bemake ~~the~~assumptions ~~most critical to understanding the judgments~~about matters that are ~~involved~~highly inuncertain at the ~~preparation~~time of ~~our~~the ~~financial~~estimate; ~~statements~~ and ~~the~~2) ~~uncertainties~~different ~~that~~estimates we could ~~impact~~reasonably ~~our~~have ~~results of operations~~used, ~~financial position~~or ~~and~~changes ~~cash flows. The application of these accounting policies requires judgment and use of assumptions as to future events and~~in ~~outcomes~~the estimate that are ~~uncertain~~reasonably ~~and,~~likely asto ~~a result~~occur, ~~actual~~would ~~results~~have ~~could~~a ~~differ~~material ~~from~~effect ~~these~~on ~~estimates.~~our ~~Refer~~financial tocondition ~~Note 1~~or –results ~~Nature~~ of ~~Operations, Basis of Presentation and Summary of Significant Accounting Policies for all relevant accounting policies~~operations.

~~Accounting~~Estimates ~~for~~and ~~Income~~assumptions ~~Taxes.~~about ~~Accounting~~future ~~for~~events ~~income~~and ~~taxes~~their ~~requires~~effects ~~significant~~cannot be determined with certainty. We base our estimates ~~and~~on ~~judgments~~historical experience and on ~~the~~various ~~part~~other ofassumptions ~~management~~believed to be applicable and reasonable under the circumstances. ~~Such~~These estimates may change as new events occur, as additional information is obtained and ~~judgments~~as ~~include,~~our ~~but~~operating ~~are~~environment ~~not~~changes. ~~limited~~These ~~to,~~changes have historically been minor and have been included in the ~~effective~~financial ~~tax~~statements ~~rate~~as ~~anticipated~~soon toas ~~apply~~they tobecame ~~tax~~known. ~~differences~~Based ~~that~~on ~~are~~a ~~expected~~critical toassessment ~~reverse~~of our accounting inpolicies and the ~~future,~~underlying judgments and uncertainties affecting the ~~sufficiency~~application of ~~taxable~~those ~~income~~policies, inmanagement ~~future~~believes ~~periods~~that toour ~~realize~~financial statements ~~the~~are ~~benefits~~fairly ofstated ~~net~~in ~~deferred~~accordance ~~tax~~with ~~assets~~accounting principles generally accepted in the United States and ~~net~~present ~~operating~~a meaningful ~~losses~~presentation ~~currently~~of ~~recorded~~our financial condition and results of operations. We believe the ~~likelihood~~following ~~that~~critical ~~tax~~accounting ~~positions~~policies ~~taken~~reflect inour more ~~tax~~significant ~~returns~~estimates ~~will~~and beassumptions ~~sustained~~used onin ~~audit.~~the preparation of our financial statements:

~~During~~Note ~~the~~1 ~~year~~– ~~ended~~Going ~~December~~Concern ~~31,~~Analysis ~~2021,~~- weIn ~~reduced~~accordance ~~our~~with ~~valuation~~Accounting ~~allowance~~Standards onUpdate ~~net~~(“ASU”) ~~deferred tax assets by $736~~2014-15,~~000~~ ~~while the valuation~~Presentation ~~allowance~~of ~~remained~~Financial atStatements- ~~100%~~Going ofConcern ~~all~~(Subtopic ~~net~~205-40) ~~deferred~~– ~~tax~~Disclosure ~~assets as~~ of ~~December~~Uncertainties ~~31,~~about ~~2021.~~an WeEntity’s ~~have~~Ability ~~incurred~~to ~~net~~Continue as ~~taxable~~a ~~losses~~Going ~~for~~Concern, 11we ofare ~~the last~~required ~~14 years and continue~~ to beevaluate inwhether athere ~~cumulative~~are ~~loss~~conditions ~~position~~or ~~at December 31~~events, ~~2021.~~considered Inin ~~addition~~the aggregate, ~~there~~that ~~exists~~raise substantial doubt about our ability to continue as a going concern within one year after the date ~~these~~that our financials are issued. ~~due~~When tomanagement identifies ~~operational~~conditions ~~and~~or ~~financing uncertainties.~~events ~~Accordingly,~~that weraise ~~have~~substantial ~~determined~~doubt ~~there~~about ~~was~~their ~~not~~ability ~~sufficient~~to ~~positive~~continue ~~evidence~~as ~~regarding~~a ~~our~~going ~~potential~~concern ~~for~~it ~~future~~should ~~profits~~consider whether toits ~~outweigh~~plans ~~the~~to ~~negative~~mitigate ~~evidence~~those ofrelevant ~~our~~conditions ~~three-year~~or ~~cumulative~~events ~~loss~~will ~~position~~alleviate ~~under~~ the ~~guidance~~substantial ~~provided~~doubt. inIf ~~ASC~~conditions ~~740.~~or ~~Therefore,~~events weraise ~~have~~substantial ~~determined~~doubt toabout ~~continue~~an toentity’s ~~provide~~ability ato ~~100%~~continue ~~valuation~~as ~~allowance~~a ongoing ~~our~~concern, ~~net~~but ~~deferred~~the ~~tax~~substantial ~~assets.~~doubt Weis ~~expect~~alleviated toas ~~continue~~a toresult ~~maintain~~of ~~a full~~management’s ~~valuation~~plans, ~~allowance~~the ~~until~~entity weshould ~~determine~~disclose information that weenables ~~can~~user ~~sustain a level~~ of ~~profitability~~financial ~~that~~statements ~~demonstrates its ability~~ to ~~realize~~understand ~~these assets. To~~ the ~~extent~~principal weevents ~~determine~~ that raised the ~~realization~~substantial ofdoubt, ~~some~~management’s orevaluation ~~all~~ of ~~these~~the ~~benefits~~significance isof ~~more~~those ~~likely~~conditions ~~than~~or ~~not~~events, ~~based~~and ~~upon~~management’s ~~expected~~plans that ~~future~~alleviated ~~taxable income,~~substantial adoubt ~~portion~~about orthe ~~all~~entity’s ofability ~~the~~to ~~valuation~~continue ~~allowance~~as ~~will~~a begoing ~~reversed~~concern.

~~For income tax purposes, hawse have net operating loss carry-forwards of approximately $62,990,000 as of December 31, 2021, which expire beginning in 2025 through 2041.~~43

We ~~have~~performed ~~recently~~the ~~completed~~analysis ~~the~~and ~~filing~~our ofoverall ~~tax~~assessment ~~returns~~was ~~for~~there were conditions or events, considered in the ~~tax~~aggregate, ~~years~~which ~~2012~~raised ~~through~~substantial doubt ~~2020.~~about ~~Therefore~~our ability to continue as a going concern within the next year, ~~all~~but such ~~tax~~doubt ~~returns~~was ~~are~~not ~~open~~adequately tomitigated ~~examination~~ by our plans to address the ~~Internal~~substantial ~~Revenue~~doubt ~~Service~~as disclosed in Note 1 of the Notes to the Financial Statements.

~~The~~Note ~~Internal~~2 ~~Revenue~~– ~~Code~~Oil ~~contains~~and ~~provisions~~Gas ~~under~~Properties ~~Section~~and ~~382~~Equipment ~~which~~– ~~limit~~The aCompany ~~company’s~~was ~~ability~~required to ~~utilize~~perform ~~net~~an ~~operating~~allocation ~~loss carry-forwards in the event that it has experienced a more than 50% change in ownership over a three-year period. Management has completed its review~~ of ~~whether such ownership changes have occurred, and based upon such review, management believes that~~ the ~~Company~~purchase ~~is not currently subject~~price tofor ~~an annual limitation or~~ the ~~possibility~~acquisition of the ~~complete~~Properties ~~elimination~~and ofto provide the ~~net~~estimated ~~operating~~useful ~~loss~~lives ~~carry-~~assigned ~~forwards.~~to ~~In addition,~~ the ~~Company may~~related beequipment ~~limited by additional ownership changes which may occur in the future~~purchased.

38In addition, the accounting for, and disclosure of, oil and gas producing activities require that we choose between two alternatives under accounting principles generally accepted in the United States (“GAAP”): the full cost method or the successful efforts method. We adopted and use the full cost method of accounting, which involves capitalizing all exploration, exploitation, development and acquisition costs. Once we incur costs, they are recorded in the depletable pool of proved properties or in unproved properties, collectively, the full cost pool. Our unproved property costs, which include unproved oil and gas properties, properties under development, and major development projects, were zero through December 31, 2022, and are not subject to depletion. We review our unproved oil and gas property costs on a quarterly basis to assess for impairment and transfer unproved costs to proved properties as a result of extensions or discoveries from drilling operations or determination that no proved reserves are attributable to such costs. We expect these costs to be evaluated in one to seven years and transferred to the depletable portion of the full cost pool during that time. The full cost pool is comprised of intangible drilling costs, lease and well equipment and exploration and development costs incurred plus acquired proved and unproved leaseholds.

~~Determination~~Note of3 ~~Fair~~– ~~Value~~Investment ~~for~~in ~~Financial~~unconsolidated ~~Instruments~~subsidiary ~~and~~– ~~Derivatives~~GMDOC - The Company’s investment in its unconsolidated subsidiary - GMDOC requires that the Company assess its control over the operations of GMDOC.

The ~~estimated~~Company ~~fair~~uses ~~value~~the ofequity ~~our~~method ~~derivative liabilities, all~~ of ~~which~~accounting ~~are~~for ~~related~~equity toinvestments if the ~~detachable~~investment ~~warrants~~provides ~~issued~~the inability ~~connection~~to ~~with~~exercise ~~various notes~~significant ~~payable~~influence, but ~~were~~not ~~estimated~~control, ~~using~~over aoperating ~~closed-ended~~and ~~option~~financial ~~pricing~~policies ~~model~~of ~~utilizing~~the ~~assumptions~~investee, ~~related~~GMDOC. toManagement’s ~~the~~judgment ~~contractual~~regarding ~~term~~its level of ~~the~~influence ~~instruments,~~over ~~estimated volatility of~~ the ~~price~~operations of ~~our~~GMDOC ~~Common~~included ~~Stock~~considering ~~and~~key ~~interest~~factors ~~rates.~~such ~~The~~as ~~detachable warrants issued in connection with~~ the ~~two~~Company’s ~~short-term~~ownership ~~notes payable (See Note 3) contained full-ratchet~~interest, ~~anti-dilution~~legal ~~provisions~~form ~~that~~of ~~remain in effect during~~ the ~~term~~investee, ofits’ ~~the~~lack ~~warrants~~of ~~while~~participation ~~the~~in ~~ratchet~~policy-making decisions and ~~anti-dilution~~its’ ~~provisions~~lack of ~~the~~control ~~other~~over ~~notes payable cease when~~ the ~~related note payable is extinguished. When the related notes payable containing such ratchet and anti~~day-~~dilution provisions is extinguished, the derivative liability will be adjusted~~ to-day ~~fair~~operations ~~value and the resulting derivative liability will be transitioned from a liability to equity as~~ of ~~such date~~GMDOC.

OnNote ~~April~~4 1,– ~~2021,~~Debt ~~the~~Obligations ~~outstanding~~– ~~warrants~~The ~~treated~~Company ashas ~~derivatives~~issued ~~and~~various ~~the~~debt ~~related~~and ~~notes~~equity ~~payable~~securities ~~containing~~that ~~such~~require ~~ratchet~~the ~~and~~Company ~~anti-dilution~~to estimate ~~provisions~~the ~~were~~fair ~~extinguished~~value ~~through~~of anthe ~~exchange~~debt, ~~transaction~~its asembedded ~~described~~features inand ~~Note~~any 3.related ~~Therefore,~~detachable ~~the~~warrants ~~derivative~~or ~~liability~~other ~~was~~equity-related ~~adjusted to~~securities ~~fair~~issued. ~~value~~Management must ~~and~~make ~~extinguished~~significant ~~and~~assumption/estimates ~~included~~ in ~~the~~order ~~gain~~to onallocate ~~extinguishment~~the proceeds of ~~notes~~the ~~payable~~issuance as of the ~~termination~~convertible ~~date~~debt ~~(See~~securities ~~Note~~between its ~~10)~~debt and equity components.

ANote ~~comparison~~6 of– Stock Options - The Company follows the ~~assumptions~~fair ~~used~~value recognition provisions of Accounting Standards Codification (“ASC”) 718. Stock-based compensation expense is recognized in ~~calculating~~the financial statements for granted, modified, or settled stock options based on estimated fair values. The fair value of ~~such~~each ~~derivative~~option ~~liabilities~~award asis estimated on the date of grant using the ~~April~~Black-Scholes 1option-pricing model, ~~2021~~which ~~termination date~~requires ~~and~~the ~~December~~input 31of subjective assumptions, ~~2020~~including isthe asexpected ~~follows:~~term of the option award, expected stock price volatility and expected dividends. These estimates involve inherent uncertainties and the application of management judgment.

	As of April 1, 2021 (termination date)			As of December 31, 2020
Volatility – range		373.9	%		379.4	%
Risk-free rate		0.92	%		0.38	%
Contractual term		0.2 years			0.5 – 0.8 years
Exercise price	$	5.60		$	5.60
Number of warrants in aggregate		8,500			17,000

Note 7 – Warrants - The Company has issued various debt and equity securities (including detachable warrants) that require the Company to estimate the fair value of the debt, its embedded features and any related detachable warrants or other equity-related securities issued. Management must make significant assumption/estimates in order to allocate the proceeds of the issuance of the convertible debt securities between its debt and equity components.

~~The~~Note ~~following~~8 ~~table~~– ~~provides~~Income aTaxes ~~summary~~- ofAccounting for income taxes requires significant estimates and judgments on the ~~changes~~part inof ~~fair~~management. ~~value~~Such estimates and judgments include, ~~including~~but ~~net~~are ~~transfers~~not limited to, the effective tax rate anticipated to apply to tax differences that are expected to reverse in ~~and/or~~the ~~out~~future, the sufficiency of taxable income in future periods to realize the ~~derivative~~benefits ~~financial~~of ~~instruments,~~net deferred tax assets and ~~measured~~net atoperating ~~fair~~losses ~~value~~currently onrecorded aand ~~recurring~~the ~~basis~~likelihood ~~using~~that ~~significant~~tax ~~unobservable~~positions ~~inputs~~taken ~~for~~in ~~both~~tax ~~open~~returns ~~and~~will ~~closed~~be ~~derivatives:~~sustained on audit.

	Amount
Balance at December 31, 2020	$	321
Unrealized derivative gains included in other income/expense for the period		(199	)
Extinguishment of derivative liability as part of the exchange of debt for common stock (See Notes 3 and 6)		(122	)
Balance at December 31, 2021	$	—

Note 11 – Warrant Derivative Liabilities - Accounting for warrant derivative liabilities requires significant estimates and judgments on the part of management. The estimated fair value of the Company’s warrant derivative liabilities, all of which were related to the detachable warrants issued in connection with various notes payable, were estimated using a closed-ended option pricing model utilizing assumptions related to the contractual term of the instruments, estimated volatility of the price of the Company’s common stock and current interest rates.

ASC 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

● Level 1 — Quoted prices in active markets for identical assets and liabilities ● Level 2 — Other significant observable inputs (including quoted prices in active markets for similar assets or liabilities) ● Level 3 — Significant unobservable inputs (including the Company’s own assumptions in determining the fair value)

The following table represents the Company’s hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2021 and 2020:

December 31, 2021

Level 1

Level 2

Level 3

Total

Liabilities:

Derivative liabilities

—

December 31, 2020	Level 1		Level 2		Level 3		Total
Liabilities:
Derivative liabilities	$	—	$	—	$	321	$	321

Determination of Fair Value for Detachable Common Stock Purchase warrants issued in connection with Convertible Notes Payable.

The Company has raised capital through the issuance of convertible debt instruments with detachable warrants to acquire common stock which require an allocation of the proceeds between the debt and equity components of such instruments. The Company has applied ASU-2020-06 to all outstanding financial instruments as of January 1, 2021, (the date of adoption of ASU 2020-06) and those entered into after January 1, 2021 including the 8% Notes issued during the year ended December 31, 2021. As a result, such convertible notes were required to be separated into their debt and equity components because of the issuance of detachable warrants together with the convertible notes. Accordingly, the Company allocated the proceeds of the 8% Notes as follows:

	Amount
Proceeds allocated to 8% Notes	$	44,000
Proceeds allocated to detachable warrants to purchase Common Stock		606,000
Total proceeds	$	650,000

The 8% Notes issued in August 2021 (the “August 8% Notes”) and the 8% Notes issued in October 2021 (the “October 8% Notes”; collectively with the August 8% Notes, the “8% Notes”)) were recorded at their par value less the discount established at their respective origination date. The note discount is amortized over the term of the convertible note utilizing the level-interest method. The following is the assumptions used in calculating the estimated grant-date fair value of the detachable warrants to purchase Common Stock granted in connection with the 8% Notes during the year ended December 31, 2021:

	As of August 30, 2021 (issuance date)			As of October 30, 2021 (issuance date)
Volatility – range		369.4	%		367.7	%
Risk-free rate		0.77			1.18
Contractual term		5.5 years			5.5 years
Exercise price	$	0.50		$	0.50
Number of warrants in aggregate		200,000			1,650,000

Following is a summary of activity relative to the 8% Notes as for the year ended December 31, 2021:

	Amount
Balance December 31, 2020 – 8% Notes	$	—
Issuance of August 8% Notes, at par		100,000
Discount on August 8% Notes at issuance date		(56,000	)
Issuance of October 8% Notes, at par		550,000
Discount on October 8% Notes at issuance date		(550,000	)
Amortization of discount during the period to interest expense		111,139
Balance December 31, 2021 - 8% Notes	$	155,139

Going Concern Analysis.

In accordance with ASU 2014-15, Presentation of Financial Statements- Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, we are required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that our financials are issued. When management identifies conditions or events that raise substantial doubt about their ability to continue as a going concern it should consider whether its plans to mitigate those relevant conditions or events will alleviate the substantial doubt. If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, but the substantial doubt is alleviated as a result of management’s plans, the entity should disclose information that enables user of financial statements to understand the principal events that raised the substantial doubt, management’s evaluation of the significance of those conditions or events, and management’s plans that alleviated substantial doubt about the entity’s ability to continue as a going concern.

We performed the analysis and our overall assessment was there were conditions or events, considered in the aggregate, which raised substantial doubt about our ability to continue as a going concern within the next year, but such doubt was not adequately mitigated by our plans to address the substantial doubt as disclosed in Note 1: Going Concern.

Stock-based compensation

We grant share-based compensation awards in exchange for employee, director and consultant services, including a stock option plan, grants of restricted stock and common stock purchase warrants issued for services that vest over future periods considering the grantee remains as an employee or service provider to the Company. The fair value of awards granted under the plans are recognized in the Statements of Income (Loss) over the related service period. The fair values of stock options are estimated at the time of each grant using a Black-Scholes option pricing model, and the fair values of restricted stock grants are measured at each grant date using the closing market price on the day of grant. The fair value estimates may be impacted by certain variables including, but not limited to, stock price volatility, employee stock option exercise behaviors, additional stock option grants, estimates of forfeitures, the Company’s performance, and the Company’s performance in relation to its peers. Refer to Note 4 – Stock Based Compensation for further information regarding our outstanding stock options and restricted stock grants and Note 7 – Warrants for further information regarding our outstanding warrants issued for services.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable.

4144

Item 8. Financial Statements and Supplementary Data.

American Noble Gas Inc ~~(formerly Infinity Energy Resources, Inc~~.)

Financial Statements and Accompanying Notes

December 31, ~~2021~~2022 and ~~2020~~2021

Table of Contents

	Page

Report of Independent Registered Public Accounting Firm (PCAOB ID No: 587)	F-1

Balance Sheets	F-2

Statements of Operations	F-3

Statements of Stockholders’ Deficit	F-4

Statements of Cash Flows	F-5

Notes to Financial Statements	F-6

4245

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

American Noble Gas Inc.

(formerly Infinity Energy Resources, Inc.)

Opinion on the Financial Statements

We have audited the accompanying balance sheets of American Noble Gas Inc ~~(formerly Infinity Energy Resources, Inc~~.) (the “Company”) as of December 31, ~~2021~~2022 and ~~2020~~2021, and the related statements of operations, stockholders’ deficit, and cash flows for each of the two years in the period ended December 31, ~~2021~~2022, and the related notes and schedules (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, ~~2021~~2022 and ~~2020~~2021, and the results of its operations and its cash flows for each of the two years in the period ended December 31, ~~2021~~2022, in conformity with accounting principles generally accepted in the United States of America.

Substantial doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the accompanying financial statements, the Company must raise significant funds in order to pay its outstanding debt and meet its other obligations, has a stockholders’ deficit and has a significant working capital deficit. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the 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.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

/s/ RBSM LLP

We have served as the Company’s auditor since 2014.

New York, NY

~~April 6~~May 15, ~~2022~~2023

PCAOB ID Number 587

F-1

AMERICAN NOBLE GAS INC

(formerly Infinity Energy Resources, Inc.)

Balance Sheets

	December 31, 2021			December 31, 2020
	December 31, 2022			December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	~~260~~10,~~590~~163		$	11260,~~042~~590
Account receivable		10,998			—
Accrued receivable		47,423			10,998
Prepaid expenses		1312,~~090~~617			—13,090
Deposit to Acquire oil and gas property		—			75,000
Total current assets		70,203			284,678
Total current assets		284,678			86,042
Oil and gas properties and equipment:
Oil and gas properties and equipment		~~913~~1,~~425~~217,026			—913,425
Accumulated depreciation, depletion and impairment		(921,~~502~~128,339	)		—(92,502	)
Property and equipment, net		~~820~~88,~~923~~687			—820,923
Total assets	$	1,105,601		$	86,042
Investment in unconsolidated subsidiary – GMDOC, LLC		1,101,461			—
Total assets	$	1,260,351		$	1,105,601
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	~~975~~1,~~842~~387,893		$	1975,~~190,309~~842
Accrued liabilities (including $-0- and $788,520 due to related party at December 31, 2021 and 2020, respectively)		1,159,403			3,737,580
Accrued liabilities		1,159,403			1,159,403
Accrued interest		643			47,754
Accrued interest - $1,501 and $643 to related parties as of December 31, 2022 and 2021, respectively		244,038			643
Convertible notes payable, net of unamortized discount		376,274			218,563
Accrued dividends		77,124			—
Total current liabilities		2,512,162			5,194,206
Warrant derivative liability		577,269			—
Asset retirement obligations		1,730,264			1,716,003
Convertible notes payable, net of unamortized discount		1,312,500			376,274
Convertible promissory notes, net of unamortized discount		28,665			—
Total current liabilities		4,758,227			2,512,162
Derivative liabilities		—			321
Asset retirement obligations		1,732,486			1,730,264
Total liabilities		4,271,091			6,910,530
Convertible promissory notes, net of unamortized discount - related parties		28,665			28,665
Total liabilities		6,519,378			4,271,091
Commitments and contingencies (Note 12)		-			-
Stockholders’ deficit:
Preferred stock; par value $.0001 per share, 10,000,000 shares authorized; Series A Convertible – 27,778 shares authorized with stated/liquidation value of $100 per share, 22,076 shares issued and outstanding as of December 31, 2021 and no shares issued or outstanding at December 31, 2020		2			—
Preferred stock; par value $0.0001 per share, 10,000,000 shares authorized; Series A Convertible Preferred Stock – 27,778 shares authorized with stated/liquidation value of $100 per share, 25,526 and 22,076 shares issued and outstanding as of December 31, 2022 and 2021, respectively		3			2
Common stock, par value $.0001 per share, 500,000,000 shares authorized, 19,012,015 shares issued and outstanding at December 31, 2021 and 18,548,265 shares issued and outstanding at December 31, 2020		1,901			1,855
Common Stock, par value $0.0001 per share, 500,000,000 shares authorized, 21,924,515 shares issued and outstanding at December 31, 2022 and 19,012,015 shares issued and outstanding at December 31, 2021		2,192			1,901
Additional paid-in capital		~~115~~117,~~522~~369,~~952~~198			~~110~~115,~~352~~522,~~302~~952
Accumulated deficit		(~~118~~122,~~690~~630,~~345~~420	)		(~~117~~118,~~178~~690,~~645~~345	)
Total stockholders’ deficit		(35,~~165~~259,~~490~~027	)		(63,~~824~~165,~~488~~490	)
Total liabilities and stockholders’ deficit	$	1,~~105~~260,~~601~~351		$	861,~~042~~105,601

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

F-2

AMERICAN NOBLE GAS INC

(formerly Infinity Energy Resources, Inc.)

Statements of Operations

For the Years Ended December 31, 2021 and 2020


	Years ended December 31,
	2022			2021

Revenues	$	117,125		$	79,002

Operating expenses:
Oil and gas lease operating expense		279,067			530,118
Depreciation, depletion and impairment		1,035,827			92,502
Accretion of asset retirement obligation		2,222			836
Oil and gas production related taxes		164			1,060
Other general and administrative expenses		1,500,504			1,036,996

Total operating expenses		2,817,784			1,661,512

Operating loss		(2,700,659	)		(1,582,510	)

Other income (expense):
Equity in earnings of unconsolidated subsidiary – GMDOC, LLC		251,461			—
Interest expense		(913,608	)		(108,052	)
Gain on exchange and extinguishment of liabilities		—			86,602
Change in warrant derivative fair value		(577,269	)		199

Total other income (expense)		(1,239,416	)		(21,251	)

Loss before income taxes		(3,940,075	)		(1,603,761	)
Income tax (expense) benefit		—			—

Net loss		(3,940,075	)		(1,603,761	)

Convertible preferred stock dividends		(231,619	)		(174,449	)

Net loss attributable to common stockholders	$	(4,171,694	)	$	(1,778,210	)

Basic and diluted net loss per share:
Basic	$	(0.20	)	$	(0.09	)
Diluted	$	(0.20	)	$	(0.09	)
Weighted average shares outstanding – basic and diluted		20,913,440			18,741,187

	2021			2020
Revenues	$	79,002		$	—
Operating expenses:
Oil and gas lease operating expense		530,118			—
Depreciation, depletion and amortization		92,502			—
Accretion of asset retirement obligation		836			—
Oil and gas production related taxes		1,060			—
Other general and administrative expenses		1,036,996			316,299
Total operating expenses		1,661,512			316,299
Operating loss		(1,582,510	)		(316,299	)
Other (expense) income:
Interest expense		(108,052	)		(210,931	)
Gain on exchange and extinguishment of liabilities		86,602			6,150,142
Change in derivative fair value		199			795
Total other (expense) income		(21,251	)		5,940,006
(Loss) income before income taxes		(1,603,761	)		5,623,707
Income tax (expense) benefit		—			—
Net (loss) income		(1,603,761	)		5,623,707
Convertible preferred stock dividends		(174,449	)		—
Net (loss) income attributable to common stockholders	$	(1,778,210	)	$	5,623,707
Basic and diluted net (loss) income attributable to common stockholders per share:
Basic	$	(0.09	)	$	0.39
Diluted	$	(0.09	)	$	0.36
Weighted average shares outstanding – basic and diluted		18,741,187			14,508,755

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

F-3

AMERICAN NOBLE GAS INC

(formerly Infinity Energy Resources, Inc.)

Statements of Changes in Stockholders’ Deficit

	Shares			Amount		Shares		Amount		Capital			Deficit			Deficit
	Preferred Stock					Common Stock				Additional Paid-in			Accumulated			Stockholders’
	Shares			Amount		Shares		Amount		Capital			Deficit			Deficit
Balance, December 31, 2019		—		$	—		12,310,733	$	1,231	$	109,583,945		$	(122,802,352	)	$	(13,217,176	)
Balance, December 31, 2020		—		$	—		18,548,265	$	1,855	$	110,352,302		$	(117,178,645	)	$	(6,824,488	)
Cumulative effect of adoption of ASU 2020-06
Stock-based compensation		—			—		—		—		236,225			—			236,225
Issuance of preferred stock with detachable warrants to purchase common stock
Issuance of preferred stock with detachable warrants to purchase common stock, shares
Issuance of warrants to purchase common stock pursuant to debt settlement agreements
Extinguishment of liabilities with related parties pursuant to debt settlement agreements
Issuance of common stock pursuant to debt settlement agreements
Issuance of common stock pursuant to debt settlement agreements, shares
Issuance of detachable warrants to purchase common stock pursuant to issuance of debt
Issuance of common stock pursuant to conversion of preferred stock
Issuance of common stock pursuant to conversion of preferred stock, shares
Accrual of preferred stock dividends
Issuance of restricted common stock		—			—		5,000,000		500		(500	)		—			—
Issuance of common shares pursuant to exchange agreements		—			—		737,532		74		132,682			—			132,756
Issuance of common shares in consideration for deposit to acquire oil and gas property		—			—		500,000		50		74,950			—			75,000
Beneficial conversion feature on issuance of convertible note with detachable warrants to purchase common stock		—			—		—		—		325,000			—			325,000
Net earnings		—			—		—		—		—			5,623,707			5,623,707
Balance, December 31, 2020		—			—		18,548,265		1,855		110,352,302			(117,178,645	)		(6,824,488	)
Balance		—			—		18,548,265		1,855		110,352,302			(117,178,645	)		(6,824,488	)
Cumulative effect of adoption of ASU 2020-06		—			—		—		—		(252,961	)		92,061			(160,900	)
Stock-based compensation -		—			—		—		—		550,868			—			550,868
Stock-based compensation		—			—		—		—		550,868			—			550,868
Issuance of preferred stock with detachable warrants to purchase common stock		22,776			2		—		—		1,929,087			—			1,929,089
Issuance of preferred stock with detachable warrants to purchase Common Stock		22,776			2		—		—		1,929,087			—			1,929,089
Issuance of warrants to purchase common stock pursuant to debt settlement agreements		—			—		—		—		1,605,178			—			1,605,178
Issuance of warrants to purchase Common Stock pursuant to debt settlement agreements		—			—		—		—		1,605,178			—			1,605,178
Extinguishment of liabilities with related parties pursuant to debt settlement agreements		—			—		—		—		1,108,477			—			1,108,477
Issuance of common stock pursuant to debt settlement agreements		—			—		245,000		24		68,576			—			68,600
Issuance of Common Stock pursuant to debt settlement agreements		—			—		245,000		24		68,576			—			68,600
Issuance of detachable warrants to purchase common stock pursuant to issuance of debt		—			—		—		—		335,896			—			335,896
Issuance of common stock pursuant to conversion of preferred stock		(700	)		—		218,750		22		(22	)		—			—
Accrual of preferred stock dividends		—			—		—		—		(174,449	)		—			(174,449	)
Net loss		—			—		—		—		—			(1,603,761	)		(1,603,761	)
Net earnings (loss)		—			—		—		—		—			(1,603,761	)		(1,603,761	)
Balance, December 31, 2021		22,076			2		19,012,015		1,901		115,522,952			(118,690,345	)		(3,165,490	)
Balance, December 31, 2021		22,076		$	2		19,012,015	$	1,901	$	115,522,952		$	(118,690,345	)	$	(3,165,490	)
Stock-based compensation		—			—		—		—		1,100,429			—			1,100,429
Balance		22,076		$	2		19,012,015	$	1,901	$	115,522,952		$	(118,690,345	)	$	(3,165,490	)
Issuance of Common Stock in association with the issuance of convertible bridge notes payable		—			—		425,000		42		196,112			—			196,154
Issuance of restricted Common Stock as compensation		—			—		1,550,000		155		(155	)		—			—
Issuance of detachable warrants to purchase Common Stock in association with issuance of convertible bridge note payable		—			—		—		—		136,574			—			136,574
Issuance of Series A Convertible preferred stock with detachable Common Stock purchase warrants		6,450			1		—		—		644,999			—			645,000
Issuance of Common Stock pursuant to conversion of Series A Convertible Preferred Stock		(3,000	)		—		937,500		94		(94	)		—			—
Series A Convertible Preferred Stock dividends		—			—		—		—		(231,619	)		—			(231,619	)
Net loss		—			—		—		—		—			(3,940,075	)		(3,940,075	)
Balance, December 31, 2022		25,526		$	3		21,924,515	$	2,192	$	117,369,198		$	(122,630,420	)	$	(5,259,027	)

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

F-4

AMERICAN NOBLE GAS INC

(formerly Infinity Energy Resources, Inc.)

Statements of Cash Flows

	2021			2020
	For the Year Ended December 31,
	For the Years Ended December 31,
	2022			2021
	2021			2020
Cash flows from operating activities:
Net (loss) income	$	(1,603,761	)	$	5,623,707
Net loss	$	(3,940,075	)	$	(1,603,761	)
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative liability		(199	)		(795	)
Equity in earnings of unconsolidated subsidiary – GMDOC, LLC		(251,461	)		—
Stock-based compensation		550,868			236,225
Change in fair value of derivative liability		577,269			(199	)
Depreciation, depletion and amortization		92,502			—
Stock-based compensation		1,100,429			550,868
Accretion of asset retirement obligations		836			—
Impairment charge on oil and gas properties		905,574			—
Gain on settlement of litigation		(23,000	)		—
Depreciation, depletion and amortization		130,253			92,502
Gain on exchange and extinguishment of liabilities		(179,407	)		(6,150,142	)
Accretion of asset retirement obligations		2,222			836
Loss on retirement of convertible note payable		115,805			—
Gain on settlement of litigation		—			(23,000	)
Expiration and charge-off of deposit to acquire oil & gas properties		75,000			—
Gain on exchange and extinguishment of liabilities		—			(179,407	)
Amortization of discount on convertible note payable		87,993			133,563
Loss on retirement of convertible note payable		—			115,805
Change in operating assets and liabilities, net of acquisitions of business:
Expiration and charge-off of deposit to acquire oil and gas properties		—			75,000
Increase in accounts receivable		(10,998	)		—
Amortization of discount on convertible note payable		606,454			87,993
Increase in prepaid expenses		(13,090	)		—
Change in operating assets and liabilities:
Increase (decrease) in accounts payable		97,303			(61,008	)
Increase in accounts receivable		(36,425	)		(10,998	)
Decrease in accrued liabilities		(450	)		(40,000	)
Increase in prepaid expenses		473			(13,090	)
Increase in accrued interest		9,045			61,832
Increase in accounts payable		412,051			97,303
Net cash used in operating activities		(801,553	)		(196,618	)
Increase (decrease) in accrued liabilities		—			(450	)
Increase in accrued interest		243,395			9,045
Net cash used in operating activities		(249,841	)		(801,553	)
Cash flows from investing activities:
Acquisition of oil and gas properties and equipment		(900,000	)		—
Investment in unconsolidated subsidiary – GMDOC, LLC		(850,000	)		—
Net cash used in investing activities		(900,000	)		—
Investment in Hugoton Gas Field participation agreement		(288,366	)		—
Investment in oil and gas properties and equipment		(15,225	)		(900,000	)
Net cash used in investing activities		(1,153,591	)		(900,000	)
Cash flows from financing activities:
Cash dividends paid on preferred stock		(~~174~~154,~~449~~495	)		—(174,449	)
Repayment of convertible note payable		(453,539	)		—
Net proceeds from issuance of convertible notes payable		1,200,000			650,000
Net proceeds from issuance of convertible preferred stock		1,929,089			—
Repayment of convertible note payable		(537,500	)		(453,539	)
Issuance of convertible promissory note with detachable warrants to purchase common stock		650,000			—
Net proceeds from issuance of Series A Convertible Preferred Stock with detachable Common Stock purchase warrants		645,000			1,929,089
Repayment of notes payable pursuant to exchange agreements		—			(100,000	)
Net cash provided by financing activities		1,153,005			1,951,101
Proceeds from issuance of note payable-related party		—			41,000
Net (decrease) increase in cash and cash equivalents		(250,427	)		249,548
Repayment of notes payable - related party		—			(41,000	)
Repayment of note payable		—			(19,125	)
Net proceeds from issuance of convertible notes payable		—			325,000
Net cash provided by financing activities		1,951,101			205,875
Net increase in cash and cash equivalents		249,548			9,257
Cash and cash equivalents:
Beginning		11260,~~042~~590			111,~~785~~042
Ending	$	~~260~~10,~~590~~163		$	11260,~~042~~590
Supplemental cash flow information:
Cash paid for interest	$	1763,~~737~~759		$	1517,~~536~~737
Cash paid for taxes	$	—		$	—
Supplemental disclosure of non-cash investing and financing activities:
Assumption of asset retirement obligation related to the purchase of oil and gas properties and equipment	$	13,425		$	—
Accrual of dividends on Series A Convertible Preferred Stock	$	77,124		$	—
Issuance of convertible promissory notes pursuant to debt settlement agreements	$	28,665		$	—
Conversion of Series A Convertible Preferred Stock to Common Stock	$	94		$	22
Issuance of detachable common stock purchase warrants pursuant to debt settlements agreements	$	1,605,178		$	—
Issuance of restricted Common Stock	$	155		$	—
Capital contribution attributable to related party debt extinguishment	$	1,108,477		$	—
Issuance of restricted Common Stock attributable to issuance of convertible notes payable	$	196,154		$	—
Issuance of common stock pursuant to debt settlement agreements	$	68,600		$	—
Issuance of detachable Common Stock warrants attributable to issuance of convertible notes payable	$	136,574		$	335,896
Cumulative effect of adoption of ASU 2020-06	$	~~160,900~~—		$	—160,900
Issuance of convertible note payable with detachable warrants to purchase common stock	$	335,896		$	—
Issuance of convertible promissory notes pursuant to debt settlement agreements	$	—		$	28,665
Conversion of Preferred Stock to Common Stock	$	22		$	—
Issuance of detachable Common Stock purchase warrants pursuant to debt settlements agreements	$	—		$	1,605,178
Issuance of common shares pursuant to exchange agreements	$	—		$	132,756
Capital contribution attributable to related party debt extinguishment	$	—		$	1,108,477
Beneficial conversion feature on issuance of convertible note payable with detachable warrants to purchase common stock	$	—		$	325,000
Issuance of Common Stock pursuant to debt settlement agreements	$	—		$	68,600
Issuance of common shares for deposit to acquire oil and gas property	$	—		$	75,000
Assumption of asset retirement obligation related to purchase of oil and gas properties	$	—		$	13,425
Issuance of restricted common stock	$	—		$	500

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

F-5

AMERICAN NOBLE GAS, INC.

(formerly Infinity Energy Resources, Inc.)

Notes to Financial Statements

December 31, ~~2021~~2022

Note 1 – Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies

Name change

At the Annual Meeting of Stockholders held on October 13, 2021 the stockholders approved an amendment to the Company’s Certificate of Incorporation, as amended, changing the Company’s name from Infinity Energy Resources, Inc. to American Noble Gas Inc “AMGAS,” the “Company,” “we,” “us” and “our” refers collectively to American Noble Gas Inc, (formerly Infinity Energy Resources, Inc.), its predecessors and subsidiaries or one or more of them as the context may require.

Reincorporation in Nevada

On December 7, 2021, pursuant to an Agreement and Plan of Merger, American Noble Gas, Inc., a Delaware corporation, merged with and into its wholly owned subsidiary, American Noble Gas Inc., a Nevada corporation (“AMGAS-Nevada” and/or the “Company”) with AMGAS-Nevada continuing as the surviving corporation. In conjunction with the merger, AMGAS-Nevada succeeded to the assets, continued the business and assumed the rights and obligations of the predecessor Delaware corporation existing immediately prior to the merger. The merger was consummated by the filing of a certificate of merger on December 7, 2021 with the Secretary of State of the State of Delaware and ~~articles~~Articles of ~~merger~~Merger with the Secretary of State of the State of Nevada. The Agreement and Plan of Merger and transactions contemplated thereby were adopted by the holders of a majority of the outstanding shares of the predecessor company’s common stock, par value, $0.0001 per share, and/or Series A Convertible Preferred Stock, par value $0.0001 per share, on an as-converted common stock basis, by written consent in lieu of a special meeting of stockholders, in accordance with the Delaware General Corporation Law.

Pursuant to the Agreement and Plan of Merger, (i) each outstanding share of predecessor’s common stock automatically converted into one share of common stock, par value $0.0001 per share, of AMGAS-Nevada (the “Common Stock”), (ii) each outstanding share of the predecessor’s ~~series~~Series A ~~convertible~~ ~~preferred~~Convertible ~~stock~~Preferred Stock automatically converted into one share of ~~series~~Series A ~~convertible~~Convertible ~~preferred stock~~Preferred Stock, par value $0.0001 per share of AMGAS-Nevada (the “Series A Convertible Preferred Stock”), and (iii) each outstanding option, right or warrant to acquire shares of predecessor common stock converted into an option, right or warrant to acquire an equal number of shares of AMGAS-Nevada ~~common~~Common ~~stock~~Stock under the same terms and conditions as the original options, rights or warrants.

Similar to the shares of predecessor common stock prior to the merger, the shares of ~~AMGAS-Nevada~~Common ~~common~~Stock ~~stock~~ are quoted on the OTCQB tier operated by the OTC Markets Group Inc. under the symbol “IFNY”. In accordance with the Agreement and Plan of Merger, each outstanding ~~certificate~~ certificate previously representing shares of the predecessor’s common stock or ~~series~~Series A ~~preferred~~Convertible ~~stock~~Preferred Stock automatically represents, without any action of the predecessor’s stockholders, the same number of shares of ~~AMGAS-Nevada~~Common ~~common~~Stock ~~stock~~ or ~~series~~Series A ~~preferred~~Convertible Preferred ~~stock~~Stock, as applicable.

F-6

Pursuant to the Agreement and Plan of Merger, the directors and officers of the predecessor company immediately prior to the merger became the directors and officers of AMGAS-Nevada and continued their respective directorship or services with the Company on the same terms as their respective directorship or service with the predecessor registrant immediately prior to the merger.

As a result of the merger, the internal affairs of the Company ceased to be subject to the Delaware General Corporation Law or governed by the predecessor’s Delaware Certificate of Incorporation, as amended and its bylaws. As of the December 7, 2021 merger date, the Company is now subject to the Nevada Revised Statutes and is governed by the Company’s Articles of Incorporation and Bylaws as filed in the State of Nevada.F-6

As a result of the merger, the internal affairs of the Company ceased to be subject to the Delaware General Corporation Law or governed by the predecessor’s Delaware Certificate of Incorporation, as amended, and its bylaws. As of December 7, 2021, the effective date of the merger, the Company is now subject to the Nevada Revised Statutes and is governed by the Company’s Articles of Incorporation as filed in the State of Nevada and the Company’s Bylaws.

Quotation of Common Stock on OTCQB

Effective, July 13, 2021, the Company’s Common Stock was approved for quotation on the OTCQB® Venture Market under the symbol “IFNY.”

Nature of Operations

~~Since~~The ~~2009,~~Company wehas ~~had~~assessed ~~planned~~various toopportunities ~~pursue the exploration of potential oil~~ and ~~gas~~strategic ~~resources~~alternatives ininvolving the ~~United~~acquisition, ~~States~~exploration and indevelopment ~~the~~of ~~Perlas~~oil and ~~Tyra concession~~ ~~blocks~~gas ~~offshore~~oil ~~Nicaragua~~producing properties in the ~~Caribbean~~United ~~Sea (the “Nicaraguan Concessions” or “Concessions”)~~States, ~~which~~including ~~contain a~~the ~~total~~possibility of ~~approximately~~acquiring ~~1.4~~businesses ~~million~~or ~~acres.~~assets ~~Civil~~that ~~unrest~~provide ~~within~~support ~~Nicaragua and difficulties encountered with negotiations on extensions~~services ~~and~~for the ~~issuance~~production of ~~permits~~oil ~~to drill with the Nicaraguan government made the exploration~~ and ~~development~~gas ~~of the underlying concessions problematic. In addition, the Company was~~ in ~~technical default of~~ the ~~certain~~United ~~terms of the Nicaraguan Concession and the Nicaraguan government terminated both of the underlying Concessions~~States. ~~As a result, the Company abandoned all of its efforts to explore and develop the Nicaraguan Concessions effective January 1, 2020.~~

WeAs ~~sold~~a ~~our wholly-owned subsidiary~~result, ~~Infinity~~we ~~Oil~~are ~~and~~now ~~Gas~~involved ofwith ~~Texas,~~the ~~Inc.~~following ~~(“Infinity~~oil ~~Texas”) in 2012~~ and ~~its~~gas ~~wholly-owned~~producing ~~subsidiary, Infinity Oil and Gas of Wyoming, Inc. (“Infinity Wyoming”), was administratively dissolved in 2009.~~properties:

~~Subsequent~~Central toKansas ~~the~~Uplift ~~termination~~- ofOn ~~the~~April ~~Nicaraguan~~1, ~~Concessions~~2021, we ~~began~~completed ~~assessing various opportunities and strategic alternatives involving~~ the acquisition~~, exploration~~ ~~and development~~ of ~~gas~~the ~~and~~Central ~~oil~~Kansas ~~properties~~Uplift ~~in the United States~~Properties, ~~including the possibility of acquiring businesses or assets that provide support services~~ for ~~the production of oil and gas in the United States. As~~ a ~~result,~~purchase ~~on July 31, 2019, we acquired an option~~price ~~(the~~of ~~“Option”) from Core Energy~~$900,000. ~~LLC,~~The aCentral ~~closely~~Kansas ~~held~~Uplift ~~company~~Properties ~~(“Core”),~~include ~~to purchase~~ the production and mineral rights/leasehold for oil &and gas properties, subject to overriding royalties to third parties, in the Central Kansas Uplift geological formation covering over 11,000 contiguous acres (the “Properties”). WeThe ~~paid~~purchase ~~a non-refundable deposit~~ of ~~$50,000 to bind~~ the ~~Option,~~ ~~which provided us the right to acquire the~~ Properties ~~for~~included ~~$2.5 million prior to December 31, 2019. The Company was not able to exercise~~ the ~~Option~~existing ~~prior~~production ~~to December 31~~equipment, ~~2019.~~infrastructure Onand ~~September~~ownership ~~2, 2020, the Company acquired a new Option from Core under similar terms~~of as11 ~~the~~square ~~previous~~miles ~~Option,~~of ~~however~~existing ~~the~~3-D ~~newly~~seismic ~~acquired~~data ~~Option~~on ~~permitted~~ the ~~Company~~acreage. toThe ~~purchase the~~ Properties atinclude a ~~reduced~~horizontal ~~price~~producing ~~of $900~~well,~~000 at~~ ~~any~~horizontal ~~time~~saltwater injection ~~prior to November 1~~well, ~~2020~~conventional ~~and~~saltwater ~~the~~disposal ~~Company~~well ~~agreed to immediately conduct a capital raise of between approximately $2-10 million to fund its acquisition~~ and ~~development~~two ofconventional ~~the~~vertical ~~Properties.~~producing ~~On December 14~~wells, ~~2020~~which ~~the~~currently ~~parties~~produce ~~executed~~from ~~an Asset Purchase and Sale Agreement~~the ~~which~~Reagan ~~extended~~Sand ~~the~~Zone ~~new~~with ~~Option~~an toapproximate ~~January~~depth ~~11,~~of ~~2021~~3,600 ~~which expired~~feet.

We, ~~Core,~~commenced rework of the existing production wells after completion of the acquisition of the Properties and ~~Seller~~have ~~entered~~performed ~~into~~testing and evaluation of the ~~Side~~existence ~~Letters~~of noble gas reserves on ~~September~~the 2Properties including helium, ~~2020~~argon and ~~March~~other ~~31,~~rare ~~2021,~~earth ~~pursuant~~minerals/gases. toTesting of ~~which~~the weProperties for noble gas reserves has provided encouraging but not conclusive results and ~~Core~~the ~~agreed~~Company has yet to ~~set~~determine the ~~closing~~possibility ~~date~~ of commercializing the ~~acquisition~~noble ofgas reserves on the Properties. ~~under~~The ~~the~~Company ~~Asset~~plans ~~Purchase~~to ~~Agreement~~assess tothe ~~April~~Properties’ 1,existing ~~2021.~~oil and ~~Pursuant~~gas toreserves while continuing the ~~Side~~evaluation ~~Letters,~~ of the ~~Company~~existence isof ~~responsible~~new ~~for~~oil ~~reimbursing~~and ~~Core~~gas ~~for~~zones ~~certain~~and ~~prorated~~other ~~revenues~~mineral reserves and ~~expenses~~specifically the ~~from~~noble ~~January~~gas 1,reserves ~~2021~~that ~~through~~the ~~April~~Properties 1,may ~~2021~~hold.

OnDuring ~~April~~the 1,year ~~2021~~ended weDecember ~~completed~~31, 2022, the ~~acquisition~~Company ofchanged its strategy regarding the ~~Properties,~~Central ~~under~~Kansas Uplift considering the ~~same~~reduced ~~terms~~net ofcash flows from the ~~Asset~~sale ~~Purchase~~of ~~Agreement~~crude ~~which~~oil ~~provided~~production. aThe ~~purchase~~reduction in net cash flows was attributable to lower spot crude oil prices during 2022 ~~price~~compared to 2021 and higher than anticipated operating costs related to the operation of ~~$900,000~~the horizontal wells on the Properties. The Company ~~raised~~has ~~approximately~~shut ~~$2.05~~down ~~million~~the onhorizontal ~~March~~production 26wells as of December 31, ~~2021~~2022 ~~through~~and is considering the ~~issuance~~deepening of ~~Convertible~~the ~~Preferred~~conventional ~~Stock~~wells ~~with~~on ~~detachable~~the ~~common~~property ~~stock~~to ~~purchase~~explore ~~warrants.~~for ~~The~~helium ~~funds~~and ~~raised~~other ~~pursuant~~noble togases ~~the~~that ~~Convertible~~may ~~Preferred~~be ~~Stock~~present ~~issuance~~in ~~were~~deeper ~~used~~producing tozones. ~~complete~~ Accordingly, the ~~acquisition~~Company ofhas recorded ~~the~~an ~~Properties~~impairment oncharge ~~April~~of 1$712,812 ~~2021~~to reduce the capitalized tangible and intangible costs related to ~~retire~~its ~~all~~Central ~~outstanding~~Kansas ~~Convertible~~Uplift properties ~~Notes~~to ~~Payable~~zero as of December 31, 2022.

Hugoton Gas Field Farm-Out - On April 4, 2022, the Company acquired a 40% participation in a Farmout Agreement by and between Sunflower Exploration, LLC as the Farmee and Scout Energy Partners as Farmor (“Scout”) with regards to its oil and gas interests in the Hugoton Gas Field, located in Haskell and Finney Counties, Kansas. The Company has joined three other parties to explore for and develop potential oil, natural gas, noble gases and brine minerals on the properties underlying the Farmout Agreement (collectively the “Hugoton JV”).

F-7

The ~~purchase~~Hugoton ofJV ~~the~~believes ~~Properties~~that ~~included~~its unconventional theory has not previously been targeted for exploration by historical operations in the field. ~~existing~~The ~~production~~initial ~~equipment~~exploratory well was spud on May 7, ~~infrastructure~~2022 near Garden City, Kansas, with production casing set after testing and completion ~~ownership~~logs ofidentified 11at ~~square~~least ~~miles~~two ofpotential ~~existing~~zones ~~3-D~~with substantial gas and helium reserves. The initial well was completed ~~seismic~~upon ~~data~~the onsuccessful perforation across two lower intervals of the ~~acreage~~Chase group of formations. The ~~Properties~~fracture ~~include~~stimulation awas ~~horizontal~~completed in ~~producing~~two ~~well,~~stages ~~horizontal~~during ~~saltwater~~June ~~injection~~2022. The well, ~~conventional~~was ~~saltwater disposal~~connected ~~well~~to the pipeline and ~~two~~commenced ~~conventional~~commercial ~~vertical~~production ~~producing~~and ~~wells~~sales of natural gas, natural ~~which~~gas ~~currently~~liquids ~~produce~~and ~~from~~helium on August 17, 2022. The Company is continuing to evaluate the ~~Reagan~~initial ~~Sand~~flows ~~Zone~~of ~~with~~both annatural ~~approximate~~gas ~~depth~~and ofhelium ~~3,600~~to ~~feet~~determine its plan for additional wells on the farmout.

WeThe ~~commenced~~Company ~~rework~~performed of the ~~existing~~ceiling ~~production~~test ~~wells~~to ~~after~~assess ~~completion~~potential impairment of the ~~acquisition~~capitalized ofcosts ~~the~~relative ~~Properties~~to ~~and~~its ~~have~~Hugoton ~~performed~~Gas ~~testing~~Field ~~and~~Project. ~~evaluation~~The ofceiling ~~the~~test ~~existence~~indicated ofan ~~noble~~impairment ~~gas~~charge ~~reserves~~of ~~on the Properties including helium~~$192,762 ~~argon~~was ~~and~~required ~~other~~to ~~rare~~reduce ~~earth minerals/gases. Testing of~~ the ~~Properties~~total ~~for~~capitalized ~~noble~~costs ~~gas~~to ~~reserves~~$88,687 ~~has~~as ~~provided~~of ~~encouraging~~December 31, ~~but~~2022. ~~not~~Accordingly, ~~conclusive results and~~ the Company has ~~yet~~recorded toan ~~determine~~impairment ~~the possibility~~charge of ~~commercializing~~$192,762 ~~the noble gas reserves on the Properties. The Company plans~~ to ~~assess~~reduce the ~~Properties~~capitalized ~~existing~~tangible ~~oil~~ and ~~gas~~ ~~reserves~~intangible ~~while~~costs related ~~continuing~~to ~~the~~its ~~evaluation~~Hugoton ofGas ~~the~~Field ~~existence~~properties ofto ~~new~~$88,687 ~~oil~~as ~~and~~of ~~gas~~December ~~zones~~31, ~~and other mineral reserves and specifically the noble gas reserves that the Properties may hold~~2022.

WeInvestment ~~may~~in ~~find~~GMDOC, itLLC ~~necessary~~- toOn ~~obtain~~May ~~new~~3, ~~sources~~2022, ofthe ~~debt~~Company ~~and/or~~entered ~~equity~~into ~~capital~~an tooperating ~~fund~~agreement (the ~~exploration~~“Operating ~~and~~Agreement”) ~~development~~pursuant to ofwhich the ~~Properties~~Company ~~enumerated above,~~acquired as17 ~~well~~(or as60.7143%) ~~satisfying~~of ~~our~~28 ~~existing~~limited ~~debt~~liability ~~obligations.~~membership Weinterests ~~can~~(the ~~provide~~“Interests”) noin ~~assurance~~GMDOC, ~~that~~LLC, a weKansas ~~will~~limited beliability ~~able~~company to(“GMDOC”), ~~obtain~~for ~~sufficient~~an ~~new debt/equity~~aggregate ~~capital~~purchase toprice ~~fund~~of ~~our~~$4,037,500, ~~planned~~and ~~development~~was ofsubsequently ~~the~~admitted as ~~Properties~~a member of GMDOC.

GMDOC had previously acquired 70% of the working interests (the “Acquisition”) in certain oil and gas leases (the “GMDOC Leases”) from Castelli Energy, L.L.C., an Oklahoma limited liability company (“Castelli”). The GMDOC Leases cover approximately 10,000 acres located in Southern Kansas near the Oklahoma border. The GMDOC Leases currently produce approximately 100 barrels of oil per day and 1.5 million cubic feet of natural gas per day on a gross basis.

COVID–19 Pandemic

The financial statements contained in this Annual Report on Form 10-K as well as the description of our business contained herein, unless otherwise indicated, principally reflect the status of our business and the results of our operations as of ~~December~~and for the year ended December 31, ~~2021~~2022. Economies throughout the world continue to suffer disruptions by the effects of the quarantines, business closures and the reluctance of individuals to leave their homes as a result of the ~~outbreak of the coronavirus (~~COVID-19) ~~including the recent rise of the new Omicron variant~~pandemic. In particular, the oil and gas market has been severely impacted by the negative effects of the ~~coronavirus~~COVID 19 pandemic because of the substantial and abrupt decrease in the demand for oil and gas globally followed by the recent resurgence in oil and natural gas prices. In addition, the capital markets have experienced periods of disruption and our efforts to raise necessary capital in the future may be adversely impacted by the continuing effects of the COVID-19 pandemic and investor sentiment and we cannot forecast with any certainty when the lingering uncertainty caused by the COVID-19 pandemic will cease to impact our business and the results of our operations. In reading this Annual Report on Form 10-K, including our discussion of our ability to continue as a going concern set forth herein, in each case, consider the additional uncertainties caused by the ~~outbreak of~~ COVID-19 pandemic.

Going Concern

The Company has incurred ~~net~~ losses from operations, has a ~~net~~ stockholders’ deficit, incurred net cash used in operating activities ~~and~~ and has a significant working capital deficit as of and for the ~~year~~years ended December 31, 2022 and 2021. The Company must raise substantial ~~amounts~~ amounts of debt and equity capital from other sources in the future in order to fund ~~the~~ (i) the development of the Properties acquired on ~~April~~ April 1, 2021; (ii) ~~funding~~ our obligations for exploration and development under the Hugoton Farmout Agreement; (iii) normal day-to-day operations and corporate overhead; and (iv) outstanding debt and other financial obligations as they become due, as described below. Most of the Company’s outstanding debt and other financial obligations are currently past due and the Company must negotiate forbearance and/or restructuring agreements with the holders of such debt. These are substantial operational and financial issues that must be successfully addressed during ~~2022~~2023 and beyond.

The Company has made substantial progress in resolving many of its existing financial obligations ~~during the year ended December 31, 2021. In that regard, on March 31, 2021, the Company~~ and ~~six~~acquiring ~~creditors~~oil ~~entered into Debt Settlement Agreements which extinguished accounts payable~~ and ~~accrued~~gas ~~liabilities~~producing ~~totaling $2,866,497 in exchange for the issuance of $28,665 in principal balance of 3% Notes with detachable~~properties ~~warrants~~ to ~~purchase~~deploy ~~5,732,994~~its ~~shares~~new ofoperational ~~Common~~strategy ~~Stock~~during ~~for $0.50 per share. On April 1, 2021,~~ the ~~Company~~years ~~and~~ended ~~the~~December ~~holders of two notes payable that were in default reached a settlement whereby the Company issued a total of 245~~31,~~000~~ ~~shares~~2022 ~~of Common Stock in exchange for the extinguishment of the outstanding principal, accrued interest~~ and ~~associated common stock purchase warrants which totaled $123,830 as of April 1,~~ 2021. The Company has made substantial progress in resolving its financial obligations: however, there is in excess of $1.9 million of old unpaid accounts payable and accrued liabilities that the Company believes that it may not have to pay based on the relevant Statute of Limitations on repayment.

F-8

The Company will have significant financial commitments executing its planned exploration and development of the Properties and the Hugoton Gas Field. The Company may find it necessary to raise substantial amounts of debt or equity capital to fund such exploration and development activities and may seek offers from industry operators and other third parties for interests in the Properties in exchange for cash and a carried interest in exploration and development operations or other joint venture arrangement. There can be no assurance that it will be able to obtain such new funding or be able to reach agreements with industry operators and other third parties or on what terms.

Due to the uncertainties related to the foregoing matters, there exists substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financials are issued. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

Revenue Recognition

On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” and the series of related accounting standard updates that followed, using the modified retrospective method of adoption. Adoption of the ASU did not require an adjustment to the opening balance of equity and did not change the Company’s amount and timing of revenues.

The Company’s revenues are primarily derived from its interests in the sale of oil and natural gas production. To date, such revenues have only included the sale of oil however the Company expects to begin generating revenues from the sale of natural gas and noble gases in the future. The Company recognizes revenue from its interests in the sales of oil and gas in the period that its performance obligations are satisfied. Performance obligations are satisfied when the customer obtains control of product, when the Company has no further obligations to perform related to the sale, when the transaction price has been determined and when collectability is probable. The sales of oil and gas are made under contracts which the third-party operators of the wells have negotiated with customers, which typically include variable consideration that is based on pricing tied to local indices and volumes delivered in the current month. The Company receives payment from the sale of oil and gas production from one to three months after delivery. At the end of each month when the performance obligation is satisfied, the variable consideration can be reasonably estimated and amounts due from customers are accrued in trade receivables, net in the balance sheets. Variances between the Company’s estimated revenue and actual payments are recorded in the month the payment is received, however, differences have been and are insignificant. The Company’s oil is typically sold at delivery points under contracts terms that are common in our industry.

Management Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Significant estimates include, but are not limited to, oil and gas reserves; depreciation, depletion and amortization of proved oil and gas properties; future cash flows from oil and gas properties; impairment of long-lived assets; fair value of derivatives; fair value of equity compensation; the realization of deferred tax assets; fair values of assets acquired and liabilities assumed in business combinations.

Cash and Cash Equivalents

For purposes of reporting cash flows, cash consists of cash on hand and demand deposits with financial institutions. The Company’s policy is that all highly liquid investments with an original maturity of three months or less when purchased would be cash equivalents and would be included along with cash as cash and equivalents.

The Company maintains its cash and cash equivalents in banks insured by the Federal Deposit Insurance Corporation (FDIC) in accounts that at times may be in excess of the federally insured limit of $250,000 per bank. The Company minimizes this risk by placing its cash deposits with several financial institutions if necessary to remain below the federally insured limit of $250,000 per bank. At December 31, ~~2021~~ 2022 and December 31, ~~2020~~2021, the uninsured balance amounted to $~~10,504~~-0- and $~~-0-~~10, 504, respectively.

F-9

Oil and gas properties

On April 1, 2021 we completed the acquisition of the Properties, under the terms of the Asset Purchase Agreement which provided a purchase price of $900,000. The purchase of the Properties included the existing production equipment, infrastructure and ownership of 11 square miles of existing 3-D seismic data on the acreage. The Properties include a horizontal producing well, horizontal saltwater injection well, conventional saltwater disposal well and two conventional vertical producing wells, which currently produce from the Reagan Sand Zone with an approximate depth of 3,600 feet.

The Company has performed workovers of the wells subsequent to the Properties purchase which was necessary to put the lease back into production status. Therefore, these tangible and intangible workover costs were expensed as lease operating expenses rather than capitalized in the full cost pool in the years ended December 31, 2021. In addition, the Company is currently evaluating the Properties for oil and gas reserves and specifically the potential for noble gas reserves such as helium, argon and krypton. Based on these evaluations, the Company may redirect its efforts to the production of noble gases rather than crude oil on the Properties. These noble gas evaluation costs have also been expensed as lease operating costs during the year ended December 31, 2021.

The accounting for, and disclosure of, oil and gas producing activities require that we choose between two GAAP alternatives: the full cost method or the successful efforts method. We adopted and use the full cost method of accounting, which involves capitalizing all exploration, exploitation, development and acquisition costs. Once we incur costs, they are recorded in the depletable pool of proved properties or in unproved properties, collectively, the full cost pool. Our unproved property costs, which include unproved oil and gas properties, properties under development, and major development projects, which were zero at December 31, 2021 and 2020, and are not subject to depletion. We review our unproved oil and gas property costs on a quarterly basis to assess for impairment and transfer unproved costs to proved properties as a result of extensions or discoveries from drilling operations or determination that no proved reserves are attributable to such costs. We expect these costs to be evaluated in one to seven years and transferred to the depletable portion of the full cost pool during that time. The full cost pool is comprised of intangible drilling costs, lease and well equipment and exploration and development costs incurred plus acquired proved and unproved leaseholds.

When we acquire significant amounts of undeveloped acreage, we capitalize interest on the acquisition costs in accordance with FASB ASC Subtopic 835-20 for Capitalization of Interest. We capitalize interest upon identification and development of shale resource opportunities in the Haynesville and Marcellus areas. When the unproved property costs are moved to proved developed and undeveloped oil and gas properties, or the properties are sold, we cease capitalizing interest.

Capitalized costs to acquire oil and natural gas properties are depreciated and depleted on a units-of-production basis based on estimated proved reserves. Capitalized costs of exploratory wells and development costs are depreciated and depleted on a units-of-production basis based on estimated proved developed reserves. Under this method, the sum of the full cost pool, excluding the book value of unproved properties, and all estimated future development costs are divided by the total estimated quantities of proved reserves. This rate is applied to our total production for the quarter, and the appropriate expense is recorded. Support equipment and other property, plant and equipment related to oil and gas producing activities, as well as property, plant and equipment unrelated to oil and gas producing activities, are recorded at cost and depreciated on a straight-line basis over the estimated useful lives of the assets.

Sales, dispositions and other oil and gas property retirements are accounted for as adjustments to the full cost pool, with no recognition of gain or loss, unless the disposition would significantly alter the amortization rate and/or the relationship between capitalized costs and Proved Reserves.

Pursuant to Rule 4-10(c)(4) of Regulation S-X, at the end of each quarterly period, companies that use the full cost method of accounting for their oil and gas properties must compute a limitation on capitalized costs, or ceiling test. The ceiling test involves comparing the net book value of the full cost pool, after taxes, to the full cost ceiling limitation defined below. In the event the full cost ceiling is less than the full cost pool, we must record a ceiling test write-down of our oil and gas properties to the value of the full cost ceiling. The full cost ceiling limitation is computed as the sum of the present value of estimated future net revenues from our proved reserves by applying average prices as prescribed by the SEC Release No. 33-8995, less estimated future expenditures (based on current costs) to develop and produce the proved reserves, discounted at 10%, plus the cost of properties not being amortized and the lower of cost or estimated fair value of unproved properties included in the costs being amortized, net of income tax effects.

F-10

The ceiling test is computed using the simple average spot price for the trailing twelve-month period using the first day of each month. For the period ended December 31, 2021, the trailing twelve-month reference price was $67.99 per barrel for the West Texas Intermediate oil at Cushing, Oklahoma. This reference price for oil is further adjusted for quality factors and regional differentials to derive estimated future net revenues. Under full cost accounting rules, any ceiling test write-downs of oil and gas properties may not be reversed in subsequent periods. There were no ceiling test write-downs for the year ended December 31, 2021.

The ceiling test calculation is based upon estimates of proved reserves. There are numerous uncertainties inherent in estimating quantities of proved reserves, in projecting the future rates of production and in the timing of development activities. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. Results of drilling, testing and production subsequent to the date of the estimate may justify revision of such estimate. Accordingly, reserve estimates are often different from the quantities of oil and gas that are ultimately recovered.

Convertible Instruments

In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)” which is intended to reduce complexity in applying GAAP to certain financial instruments with characteristics of liabilities and equity. The guidance in ASU 2020-06 simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in Accounting Standards Codification (“ASC”) 470-20, Debt: Debt with ~~Conversion~~ Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock. The guidance in ASC 470-20 applies to convertible instruments for which the embedded conversion features are not required to be bifurcated from the host contract and accounted for as derivatives. In addition, the amendments revise the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification. These amendments are expected to result in more freestanding financial instruments qualifying for equity classification (and, therefore, not accounted for as derivatives), as well as fewer embedded features requiring separate accounting from the host contract. The amendments in ASU 2020-06 further revise the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares.

F-9

The amendments in ASU 2020-06 are effective for public entities that meet the definition of an SEC filer, excluding smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020.

The Company early adopted ASU 2020-06 effective January 1, 2021 and has applied its effects to the 3% ~~Convertible~~convertible ~~Promissory~~notes ~~Notes~~payable issued on on March 31, 2021 and the 8% ~~Convertible~~convertible ~~Promissory~~notes ~~Note~~payable issued on August 30, 2021 (~~See~~see Note 34). The Company elected to adopt ASU 2020-06 using the modified retrospective method which enables entities to apply the transition requirements in this ASU at the effective date of ASU 2020-06 (rather than as of the earliest comparative period presented) with the effect of initially adopting ASU 2020-06 recognized as a cumulative-effect adjustment to retained earnings (accumulated deficit) on the first day of the period adopted. Therefore, this transition method applies the amendments in ASU 2020-06 to outstanding financial instruments as of the beginning of the fiscal year of adoption (January 1, 2021), with the cumulative effect of the change recognized as an adjustment to the opening balance of retained earnings (accumulated deficit) as of the date of adoption. In accordance with the modified retrospective method, no adjustment was made to the comparative-period information including earnings (loss) per share.

FThe Company applied ASU-112020-06 to all outstanding financial instruments as of January 1, 2021, (the date of adoption of ASU 2020-06). The convertible notes payable issued on August 19, 2020 was the only outstanding financial instrument effected by this new accounting standard as of January 1, 2021. Therefore, the application of ASU-2020-06 to this convertible note payable was used to determine the cumulative effect of the adoption of the new accounting standard. The cumulative effect of the adoption of the new accounting standard was recognized as an adjustment to the opening balance of retained earnings (accumulated deficit) which resulted in an increase to the carrying value of convertible notes payable as of January 1, 2021 of $160,900, a decrease to additional paid in capital of $252,961 and a decrease to accumulated deficit of $92,061. See Note 4.

The Company applied ASU-2020-06 to all outstanding financial instruments as of January 1, 2021, (the date of adoption of ASU 2020-06). The convertible notes payable issued on August 19, 2020 was the only outstanding financial instrument effected by this new accounting standard as of January 1, 2021. Therefore the application of ASU-2020-06 to this convertible note payable was used to determine the cumulative effect of the adoption of the new accounting standard. The cumulative effect of the adoption of the new accounting standard was determined and recognized as an adjustment to the opening balance of retained earnings (accumulated deficit) which resulted in an increase to the carrying value of convertible notes payable as of January 1, 2021 by $160,900, a decrease to additional paid in capital of $252,961 and a decrease to accumulated deficit of $92,061. See Note 3.

Prior to the adoption of ASU 2020-06, the Company applied the existing accounting standards for derivatives and hedging and for distinguishing liabilities from equity when accounting for hybrid contracts that feature conversion options. The accounting standards require companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria includes circumstances in which (i) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (ii) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (iii) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The derivative is subsequently marked to market at each reporting date based on current fair value, with the changes in fair value reported in results of operations.

Conversion options that contain variable settlement features such as provisions to adjust the conversion price upon subsequent issuances of equity or equity linked securities at exercise prices more favorable than that featured in the hybrid contract generally result in their bifurcation from the host instrument.

Issuance of Debt Instruments With Detachable Stock Purchase Warrants

Proceeds from the issuance of a debt instrument with stock purchase warrants (detachable call options) are allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portion of the proceeds so allocated to the warrants are recorded as additional paid-in capital. The remainder of the proceeds are allocated to the debt instrument portion of the transaction. Such issuances generally result in a discount (or, occasionally, a reduced premium) relative to the debt instrument, which is amortized to interest expense using the effective interest rate method.

Asset Retirement Obligations

The Company records estimated future asset retirement obligations pursuant to the provisions of ASC 410. ASC 410 requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred with a corresponding increase in the carrying amount of the related long-lived asset. Subsequent to initial measurement, the asset retirement liability is required to be accreted each period. The Company’s asset retirement obligations consist of costs related to the plugging of wells, the removal of facilities and equipment, and site restoration on oil and gas properties.

During the year ended 2021, the Company acquired the Kansas Properties and assumed the related asset retirement obligation existing at the date of acquisition. The asset retirement obligation assumed for the Kansas Properties relates to the plug and abandonment costs when the wells acquired are no longer useful. The Company determined the value of the liability by obtaining quotes for this service and estimated the increased costs that the Company will face in the future. We then discounted the future value based on an intrinsic interest rate that is appropriate for us. If costs rise more than what we have expected there could be additional charges in the future, however, we monitor the costs of the abandoned wells and we will adjust this liability if necessary.

As of December 31, 2020, the Company had divested all of its domestic oil properties that contain operating and abandoned wells in Texas, Colorado and Wyoming. The Company may have obligations related to the divestiture of certain abandoned non-producing domestic leasehold properties should the new owner not perform its obligations to reclaim abandoned wells in a timely manner. Management believes the Company has been relieved from asset retirement obligation related to Infinity-Texas because of the sale of its Texas oil and gas properties in 2011 and its sale of 100% of the stock in Infinity-Texas in 2012. The Company has recognized an additional liability of $734,897 related to its former Texas oil and gas producing properties (included in asset retirement obligations) to recognize the potential personal liability of the Company and its officers for the Infinity-Texas oil and gas properties should the new owner not perform its obligations to reclaim abandoned wells in a timely manner. In addition, management believes the Company has been relieved from asset retirement obligations related to Infinity-Wyoming because of the sale of its Wyoming and Colorado oil and gas properties in 2008; however, the Company has recognized since 2012 an additional liability of $981,106 related to its former Wyoming and Colorado oil and gas producing properties (included in asset retirement obligations) to recognize the potential liability of the Company and its officers should the new owner not perform its obligations to reclaim abandoned wells in a timely manner.

F-12

Derivative Instruments

The Company accounts for derivative instruments or hedging activities under the provisions of ASC 815 Derivatives and Hedging. ASC 815 requires the Company to record derivative instruments at their fair value. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are recognized in earnings. If the derivative is designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative are recorded in other comprehensive earnings (loss) and are recognized in the statement of earnings when the hedged item affects earnings. Ineffective portions of changes in the fair value of cash flow hedges, if any, are recognized in earnings. Changes in the fair value of derivatives that do not qualify for hedge treatment are recognized in earnings.

The purpose of hedging is to provide a measure of stability to the Company’s cash flows in an environment of volatile oil and gas prices and to manage the exposure to commodity price risk. As of December 31, ~~2021~~2022 and ~~2020~~2021 and during the years then ended, the Company had no oil and natural gas derivative arrangements outstanding.

As a result of certain terms, conditions and features included in certain common stock purchase warrants issued by the Company (Note 3), those warrants were required to be accounted for as derivatives at estimated fair value, with changes in fair value recognized in operations.F-10

As a result of certain terms, conditions and features included in certain common stock purchase warrants issued by the Company (Note 4 and 13), those warrants were required to be accounted for as derivatives at estimated fair value, with changes in fair value recognized in operations.

Fair Value of Financial Instruments

The carrying values of the Company’s accounts payable, accrued liabilities and short-term notes represent the estimated fair value due to the short-term nature of the accounts.

In accordance with ASC Topic 820 — Fair Value Measurements and Disclosures (“ASC 820”), the Company utilizes the market approach to measure fair value for its financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets, liabilities or a group of assets or liabilities, such as a business.

●	Level 1 —	Quoted prices in active markets for identical assets and liabilities.

●	Level 2 —	Other significant observable inputs (including quoted prices in active markets for similar assets or liabilities).

●	Level 3 —	Significant unobservable inputs (including the Company’s own assumptions in determining the fair value.

The estimated fair value of ~~various~~warrant derivative liabilities, which are related to detachable warrants issued in connection with ~~various notes~~the ~~payable~~Series A Preferred Stock, were estimated using a closed-ended option pricing model utilizing assumptions related to the contractual term of the instruments, estimated volatility of the price of the Company’s common stock, and current interest rates. The fair values for the warrant derivatives as of December 31, ~~2021~~2022 and ~~2020~~2021 were classified under the fair value hierarchy as Level 3.

The following table represents the Company’s hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2022 and 2021:

December 31, 2022	Level 1		Level 2		Level 3		Total
Liabilities:
Warrant derivative liabilities	$	—	$	—	$	577,269	$	577,269
	$	—	$	—	$	577,269	$	577,269

December 31, 2021

Level 1

Level 2

Level 3

Total

Liabilities:

Warrant derivative liabilities

—

There were no changes in valuation techniques or reclassifications of fair value measurements between Levels 1, 2 or 3 during the years ended December 31, 2022 and 2021.

F-11

Management Estimates

Significant estimates include, but are not limited to, oil and gas reserves; depreciation, depletion and amortization of proved oil and gas properties; future cash flows from oil and gas properties; impairment of long-lived assets; fair value of derivatives; asset retirement obligations, our control over equity method investments, fair value of equity compensation; warrants issued in connection with convertible debt; the realization of deferred tax assets; fair values of assets acquired and liabilities assumed in business combinations.

Oil and gas properties

Central Kansas Uplift Properties - On April 1, 2021, we completed the acquisition of the Properties, under the terms of the Asset Purchase Agreement, for a purchase price of $900,000. The purchase of the Properties included the existing production equipment, infrastructure and ownership of 11 square miles of existing 3-D seismic data on the acreage. The Properties include a horizontal producing well, horizontal saltwater injection well, conventional saltwater disposal well and two conventional vertical producing wells, which currently produce from the Reagan Sand Zone with an approximate depth of 3,600 feet.

The Company has performed workovers of the wells subsequent to the Properties purchase which was necessary to put the lease back into production status. Therefore, these tangible and intangible workover costs were expensed as lease operating expenses rather than capitalized in the full cost pool through December 31, 2022. In addition, the Company is currently evaluating the Properties for oil and gas reserves and specifically the potential for noble gas reserves such as helium, argon and krypton. Based on these evaluations, the Company may redirect its efforts to the production of noble gases rather than crude oil on the Properties. These noble gas evaluation costs have also been expensed as lease operating costs through December 31, 2022.

Hugoton Gas Field Farm-Out -The first exploratory well commenced on May 7, 2022 near Garden City, Kansas with a goal to evaluate its unconventional theory of where substantial oil, natural gas and noble gases may be present in the Hugoton Gas Field. The initial well in which the Company has acquired a 40% participation together with three other venture partners was spud on May 7, 2022 with production casing set after testing and completion logs identified at least two potential zones with substantial gas and helium reserves.

The initial well was completed upon the successful perforation across two lower intervals of the Chase group of formations. The fracture stimulation was completed in two stages during June 2022. The well was connected to the pipeline and commenced commercial production on August 17, 2022. The Company is continuing to evaluate the initial flows of both natural gas and helium to determine its plan for additional wells on the farmout.

Full Cost Accounting

The accounting for, and disclosure of, oil and gas producing activities require that we choose between two GAAP alternatives: the full cost method or the successful efforts method. We adopted and use the full cost method of accounting, which involves capitalizing all exploration, exploitation, development and acquisition costs. Once we incur costs, they are recorded in the depletable pool of proved properties or in unproved properties, collectively, the full cost pool. Our unproved property costs, which include unproved oil and gas properties, properties under development, and major development projects, were zero through December 31, 2022, and are not subject to depletion. We review our unproved oil and gas property costs on a quarterly basis to assess for impairment and transfer unproved costs to proved properties as a result of extensions or discoveries from drilling operations or determination that no proved reserves are attributable to such costs. We expect these costs to be evaluated in one to seven years and transferred to the depletable portion of the full cost pool during that time. The full cost pool is comprised of intangible drilling costs, lease and well equipment and exploration and development costs incurred plus acquired proved and unproved leaseholds.

F-12

When we acquire significant amounts of undeveloped acreage, we capitalize interest on the acquisition costs in accordance with FASB ASC Subtopic 835-20 for Capitalization of Interest. When the unproved property costs are moved to proved developed and undeveloped oil and gas properties, or the properties are sold, we cease capitalizing interest.

The ceiling test is computed using the simple average spot price for the trailing twelve-month period using the first day of each month. The trailing twelve-month reference price was $67.99 per barrel for the West Texas Intermediate oil at Cushing, Oklahoma through December 31, 2021. This reference price for oil is further adjusted for quality factors and regional differentials to derive estimated future net revenues. Under full cost accounting rules, any ceiling test write-downs of oil and gas properties may not be reversed in subsequent periods. We recognized an impairment charge of $905,574 as of December 31, 2022 which is attributable to changing our strategy to exploring for noble gases and away from crude oil production at our Central Kansas Uplift properties which resulted in a large decrease in estimated future cash flows. The accumulated impairment charges relative to ceiling test write-downs of our oil and gas properties was $905,574 through December 31, 2022.

Equity Method Investments

The Company uses the equity method of accounting for equity investments if the investment provides the ability to exercise significant influence, but not control, over operating and financial policies of the investee. The Company’s proportionate share of the net income or loss of these investees is included in our Statements of Operations. Judgment regarding the level of influence over each equity method investment includes considering key factors such as the Company’s ownership interest, legal form of the investee, representation on the board of directors, participation in policy-making decisions and material intra-entity transactions.

The Company evaluates equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable. Factors considered by the Company when reviewing an equity method investment for impairment include the length of time and the extent to which the fair value of the equity method investment has been less than cost, the investee’s financial condition and near-term prospects and the intent and ability to hold the investment for a period of time sufficient to allow for anticipated recovery. An impairment that is other-than temporary is recognized in the period identified.

The Company accounts for distributions received from equity method investees under the “nature of the distribution” approach. Under this approach, distributions received from equity method investees are classified on the basis of the nature of the activity or activities of the investee that generated the distribution as either a return on investment (classified as cash inflows from operating activities) or a return of investment (classified as cash inflows from investing activities).

F-13

~~The~~Issuance ~~following~~of ~~table~~Debt ~~represents~~Instruments ~~the~~With ~~Company’s~~Detachable ~~hierarchy~~Stock ~~for~~Purchase ~~its financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2021 and 2020:~~Warrants

~~Schedule~~Proceeds from the issuance of ~~Assets~~a debt instrument with stock purchase warrants (detachable call options) are allocated to the two elements based on the relative fair values of the debt instrument without the warrants and ~~Liabilities~~of ~~Measured~~the warrants themselves at ~~Fair~~time ~~Value~~of onissuance. ~~Recurring~~The ~~Basis~~portion of the proceeds allocated to the warrants are recorded as additional paid-in capital. The remainder of the proceeds are allocated to the debt instrument portion of the transaction. Such issuances generally result in a discount (or, occasionally, a reduced premium) relative to the debt instrument, which is amortized to interest expense using the effective interest rate method.

December 31, 2021

Level 1

Level 2

Level 3

Total

Liabilities:

Derivative liabilities

—

Asset Retirement Obligations

December 31, 2020	Level 1		Level 2		Level 3		Total
Liabilities:
Derivative liabilities	$	—	$	—	$	321	$	321
	$	—	$	—	$	321	$	321

The Company records estimated future asset retirement obligations pursuant to the provisions of ASC 410. ASC 410 requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred with a corresponding increase in the carrying amount of the related long-lived asset. Subsequent to its initial measurement, the asset retirement liability is required to be accreted each period. The Company’s asset retirement obligations consist of costs related to the plugging of wells, the removal of facilities and equipment, and site restoration on oil and gas properties.

~~There~~During ~~were~~April no2021, ~~changes~~the inCompany ~~valuation~~acquired ~~techniques~~the orProperties ~~reclassifications~~and assumed the related asset retirement obligation existing at the date of ~~fair~~acquisition. The asset retirement obligation assumed for the Properties relates to the plug and abandonment costs when the wells acquired are no longer useful. The Company determined the value ~~measurements~~of ~~between~~the ~~Levels~~liability 1,by 2obtaining orquotes 3for ~~during~~this service and estimated the ~~years~~increased ~~ended~~costs that ~~December~~the 31Company will face in the future. We then discounted the future value based on an intrinsic interest rate that is appropriate for us. If costs rise more than what we have expected there could be additional charges in the future; however, ~~2021~~we monitor the costs of the abandoned wells and ~~2020~~we will adjust this liability if necessary.

As of December 31, 2012, the Company had divested all of its domestic oil properties that contained operating and abandoned wells in Texas, Colorado and Wyoming. The Company may have obligations related to the divestiture of certain abandoned non-producing domestic leasehold properties should the new owner not perform its obligations to reclaim abandoned wells in a timely manner. Management believes the Company has been relieved from asset retirement obligation related to Infinity-Texas because of the sale of its Texas oil and gas properties in 2011 and its sale of 100% of the stock in Infinity-Texas in 2012. The Company has recognized an additional liability of $734,897 related to its former Texas oil and gas producing properties (included in asset retirement obligations) to recognize the potential personal liability of the Company and its officers for the Infinity-Texas oil and gas properties should the new owner not perform its obligations to reclaim abandoned wells in a timely manner. In addition, management believes the Company has been relieved from asset retirement obligations related to Infinity-Wyoming because of the sale of its Wyoming and Colorado oil and gas properties in 2008; however, the Company has recognized since 2012 an additional liability of $981,106 related to its former Wyoming and Colorado oil and gas producing properties (included in asset retirement obligations) to recognize the potential liability of the Company and its officers should the new owner not perform its obligations to reclaim abandoned wells in a timely manner.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes. This method requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between financial accounting bases and tax bases of assets and liabilities. The tax benefits of tax loss carryforwards and other deferred taxes are recorded as an asset to the extent that management assesses the utilization of such assets to be more likely than not. Management routinely assesses the realizability of the Company’s deferred income tax assets, and a valuation allowance is recognized if it is determined that deferred income tax assets may not be fully utilized in future periods. Management considers future taxable earnings in making such assessments. Numerous judgments and assumptions are inherent in the determination of future taxable earnings, including such factors as future operating conditions. When the future utilization of some portion of the deferred tax asset is determined not to be more likely than not, a valuation allowance is provided to reduce the recorded deferred tax asset. When the Company can project that a portion of the deferred tax asset can be realized through application of a portion of tax loss carryforward, the Company will record that utilization as a deferred tax benefit and recognize a deferred tax asset in the same amount. There can be no assurance that facts and circumstances will not materially change and require the Company to adjust its deferred income tax asset valuation allowance in a future period. The Company recognized a deferred tax asset, net of valuation allowance, of $-0- at December 31, ~~2021~~2022 and ~~2020~~2021.

The Company is potentially subject to taxation in many jurisdictions, and the calculation of income tax liabilities (if any) involves dealing with uncertainties in the application of complex income tax laws and regulations in various taxing jurisdictions. It recognizes certain income tax positions that meet a more-likely-than not recognition threshold. If the Company ultimately determines that the payment of these liabilities will be unnecessary, it will reverse the liability and recognize an income tax benefit. No liability for unrecognized tax benefit was recorded as of December 31, ~~2021~~2022 and ~~2020~~2021.

Stock-based compensation

The Company applies ASC 718, Stock Compensation, which requires companies to recognize compensation expense for share-based payments based on the estimated fair value of the awards. ASC 718 also requires tax benefits relating to the deductibility of increases in the value of equity instruments issued under share-based compensation arrangements to be presented as financing cash inflows in the statement of cash flows. Compensation cost is recognized based on the grant-date fair value for all share-based payments granted and is estimated in accordance with the provisions of ASC 718.

Basic and Diluted Income (Loss) Per Share

Net income (loss) per share is calculated in accordance with FASB ASC 260, Earnings Per Share, for the periods presented. Basic net loss per share is based upon the weighted average number of shares of Common Stock outstanding. Diluted net earnings (loss) per share is based on the assumption that all dilutive convertible shares, warrants and stock options were converted or exercised or excluded from the calculations if their inclusion would be antidilutive. Dilution is computed by applying the if-converted/treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase shares of Common Stock at the average market price during the period. The Company has outstanding convertible promissory notes payable and Convertible Preferred Stock both of which is potentially dilutive. Such potential dilutive effect is included in diluted earnings (loss) per share at the beginning of the period (or at the time of issuance, if later) if they have a dilutive effect or such potentially dilutive securities are excluded from the calculations if their inclusion would be antidilutive.

F-14

~~The~~Related ~~Company~~Party has outstanding convertible promissory notes payable and convertible preferred stock both of which is potentially dilutive. The adoption of ASU 2020-06 requires the Company to assume share settlement when an instrument can be settled in cash or shares at the entity’s option. This applies both to convertible instruments and freestanding arrangements that could result in cash or share settlement. ASU 2020-06 also stipulates that an average market price for the period should be used in the computation of the diluted earnings (loss) per share denominator in cases when the exercise price of an instrument may change based on an entity’s share price or changes in the entity’s share price may affect the number of shares that would be used to settle a financial instrument. Lastly, an entity should use the weighted-average share count from each quarter when calculating the year-to-date weighted average share count for all potentially dilutive securities.Transactions

~~During~~The ~~the~~Company’s ~~year~~financial ~~ended~~statements ~~December~~include 31disclosures of material related party transactions, ~~2021~~other than compensation arrangements, ~~the~~expense ~~Company~~allowances ~~had~~and ~~outstanding~~similar items in the ~~following~~ordinary ~~securities~~course ~~that~~of ~~were~~business. ~~potentially~~Disclosure ~~dilutive;~~of related party transactions include: 1) ~~Series~~the Anature ~~Convertible Preferred~~of ~~Stock~~the relationships involved, 2) ~~Convertible~~a ~~Note~~description ~~Payable~~of ~~through~~the ~~its~~transactions, ~~retirement~~including ontransactions ~~March~~to ~~26,~~which ~~2021~~no amounts or nominal amounts were ascribed, 3)for 3%each ~~Convertible~~of ~~Promissory~~the ~~Notes~~periods ~~issued~~for onwhich ~~March 31,~~income ~~2021,~~statements 4)are 8%presented ~~Convertible~~and ~~Promissory~~such ~~Note~~other information ~~issued~~deemed onnecessary ~~August~~to ~~30,~~an ~~2021,~~understanding 5)of 8%the ~~Convertible~~effects ~~Promissory~~of ~~Notes~~the ~~issued~~transactions on ~~October~~the ~~29,~~financial ~~2021~~statements, 6 3) ~~Common~~the ~~Stock~~dollar amounts ~~purchase~~of ~~warrants~~the ~~and~~transactions 7)for ~~stock~~each ~~purchase~~periods ~~options.~~for ~~The~~which ~~inclusion~~income ofstatements ~~all~~are ~~potentially~~presented ~~dilutive~~and ~~securities~~the effects of any change in ~~diluted~~the ~~income~~method ~~(loss)~~of ~~for~~establishing the ~~year~~terms ~~ended~~from ~~December~~that 31used in the preceding period, ~~2021~~and ~~were~~4) ~~excluded~~amounts ~~because~~due offrom ~~their~~or ~~anti-dilutive~~to ~~effect~~related ~~because~~parties as of the ~~net~~date ~~loss~~of each ~~reported~~balance ~~for the~~sheet ~~year~~presented ~~ended~~and ~~December~~if 31not otherwise apparent , ~~2021~~the terms of settlement.

~~During~~Basic ~~the year ended December 31, 2020, the shares of Common Stock issuable upon conversion of the August Note were considered Common Stock equivalents~~ and ~~therefore~~Diluted ~~the~~Income ~~dilutive effect of such issuance was included in the computation of diluted income~~ (~~loss~~Loss) ~~per~~Per share. All shares of Common Stock issuable upon conversion of convertible debt (other than the August Note) and the exercise of outstanding stock options and warrants were antidilutive, and, therefore, not included in the computation of diluted income (loss) per share for the year ended December 31, 2020.Share

Net income (loss) per share is calculated in accordance with FASB ASC 260, Earnings Per Share, for the periods presented. Basic net loss per share is based upon the weighted average number of shares of Common Stock outstanding. Diluted net earnings (loss) per share is based on the assumption that all dilutive convertible shares, warrants and stock options were converted or exercised or excluded from the calculations if their inclusion would be antidilutive. Dilution is computed by applying the if-converted/treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase shares of Common Stock at the average market price during the period. The Company has outstanding convertible notes payable and Series A Convertible Preferred Stock both of which are potentially dilutive. Such potential dilutive effect is included in diluted earnings (loss) per share at the beginning of the period (or at the time of issuance, if later) if they have a dilutive effect or such potentially dilutive securities are excluded from the calculations if their inclusion would be antidilutive.

The adoption of ASU 2020-06 requires the Company to assume share settlement when an instrument can be settled in cash or shares at the entity’s option. This applies both to convertible instruments and freestanding arrangements that could result in cash or share settlement. ASU 2020-06 also stipulates that an average market price for the period should be used in the computation of the diluted earnings (loss) per share denominator in cases when the exercise price of an instrument may change based on an entity’s share price or changes in the entity’s share price may affect the number of shares that would be used to settle a financial instrument. Lastly, an entity should use the weighted-average share count from each quarter when calculating the year-to-date weighted average share count for all potentially dilutive securities.

During the years ended December 31, 2022 and 2021, the Company had outstanding the following securities that were potentially dilutive: i) Series A Convertible Preferred Stock, ii) various convertible notes payable (see Note 4), iii) warrants to purchase Common Stock (see Note 7) and iv) options to purchase Common Stock. All potentially dilutive securities were excluded from the calculation of diluted income (loss) per share for the years ended December 31, 2022 and 2021 as all were considered anti-dilutive because of the net loss reported for the years ended December 31, 2022 and 2021.

Gain on Extinguishment of Liabilities / Troubled Debt Restructuring:

In accordance with ASC 470, the Company assesses restructuring of debt as troubled debt restructuring if the creditor for economic or legal reasons related to the debtor’s financial difficulties grant a concession to the debtor that it would not otherwise consider. The Company records a gain on restructuring of payables when it transfers its assets to a creditor to fully settle a payable. The gain is measured by the excess of the carrying amount of the payable over the fair value of the assets transferred or fair value of equity interest granted.

Gain on Extinguishment of Payables:

In accordance with ASC 405, a debtor shall derecognize a liability if and only if it has been extinguished. A liability has been extinguished if either of the following conditions is met:

a. The debtor pays the creditor and is relieved of its obligation for the liability. Paying the creditor includes the following:

1. Delivery of cash 2. Delivery of other financial assets 3. Delivery of goods or services 4. Reacquisition by the debtor of its outstanding debt securities whether the securities are cancelled or held as so-called treasury bonds.

b. The debtor is legally released from being the primary obligor under the liability, either judicially or by the creditor. For purposes of applying this Subtopic, a sale and related assumption effectively accomplish a legal release if nonrecourse debt (such as certain mortgage loans) is assumed by a third party in conjunction with the sale of an asset that serves as sole collateral for that debt.”

F-15

Related Parties:

We follow ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions.

Recent Accounting Pronouncements

~~Reference~~Business ~~Rate~~Combinations ~~Reform.~~ - In ~~March~~October ~~2020~~2021, ~~the~~FASB ~~Financial~~issued ~~Accounting~~ASU 2021-08 ~~Standards~~Business ~~Board~~Combinations (~~the~~ “~~FASB~~Topic 805”): ~~issued~~Accounting anfor ~~accounting~~Contract ~~standard~~Assets and Contract Liabilities from Contracts with ~~update~~Customers. ~~which~~The ~~provides~~ASU ~~optional~~requires ~~expedients~~contract assets and ~~expectations~~contract ~~for~~liabilities ~~applying~~acquired ~~GAAP~~in toa ~~contracts,~~business ~~hedging~~combination ~~relationships~~to ~~and~~be ~~other~~recognized ~~transactions~~and measured toby ~~ease~~the ~~financial~~acquirer ~~reporting~~on ~~burdens~~the toacquisition ~~the~~date ~~expected~~in ~~market~~accordance ~~transition~~with ASC 606, Revenue from ~~the~~Contracts ~~London~~with ~~Interbank~~Customers, ~~Offered~~as ~~Rate~~if ~~(“LIBOR”)~~it orhad originated the ~~another~~contracts. ~~reference~~Under ~~rate~~the tocurrent ~~alternative~~business ~~reference~~combinations ~~rates.~~guidance, ~~The~~such ~~amendments~~assets inand ~~this~~liabilities ~~accounting~~were ~~standards~~recognized ~~update~~by ~~became~~the ~~effective~~acquirer ~~March~~at ~~12,~~fair value ~~2020,~~on ~~and~~the anacquisition ~~entity~~date. ~~may~~The ~~elect~~ASU tois ~~apply~~effective ~~the~~for ~~amendments~~fiscal ~~prospectively~~years, ~~through~~and ~~December~~interim 31periods within those fiscal years, beginning after December 15, 2022., ~~The~~with ~~Company~~early isadoption permitted. We are currently evaluating the impact ~~this~~of ~~guidance~~adopting ~~may~~this ~~have~~ASU on ~~the~~our ~~Company’s~~ financial statements.

Income Taxes – Simplifying the Accounting for Income Taxes. In December 2019, the FASB issued an accounting standard update which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. This accounting standards update removes the following exceptions: (i) exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items; (ii) exception to the requirements to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment; (iii) exception to the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary; and (iv) exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. The amendments in the accounting standards update also improve consistency and simplify other areas of Topic 740 by clarifying and amending existing guidance. The guidance became effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. The Company adopted the guidance effective January 1, 2021, with all of the anticipated and applicable effects to be required on a prospective basis. The adoption of this guidance did not have a material impact on our consolidated financial statements.

Other accounting standards that have been issued by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations and cash flows.

F-15

Note 2 – Oil and Gas Properties and Equipment

Oil and gas properties and equipment is comprised of the following at December 31, ~~2021~~2022 and ~~2020~~2021:

	December 31, 2021			December 31, 2020
	December 31, 2022			December 31, 2021
Oil and gas production equipment	$	913,425		$	—
Central Kansas Uplift - Oil and gas production equipment	$	913,425		$	913,425
Less: Accumulated depreciation, depletion and amortization		(92,502	)		—
Hugoton Gas Field - Oil and gas production equipment		96,831			—
Oil and gas properties and equipment, net	$	820,923		$	—
Central Kansas Uplift – Leasehold costs		15,225			—
Hugoton Gas Field – Leasehold costs		191,535
Subtotal		1,217,016			913,425
Less: Accumulated impairment		(905,574	)		—
Less: Accumulated depreciation, depletion and amortization		(222,755	)		(92,502	)
Oil and gas properties and equipment, net	$	88,687		$	820,923

OnGreat Bend Properties - On April 1, 2021, the Company completed the previously announced acquisition of certain oil and gas properties and interests from Core Energy, LLC (“Core”), effective as of January 1, 2021 (the “~~Oil~~Great &Bend ~~Gas~~ Properties Acquisition”). On December 14, 2020, the Company entered into an asset purchase and sale agreement (the “Agreement”) with Core Energy, as well as all of the members of Core, Mandalay LLC and Coal Creek Energy, LLC, to purchase certain oil and gas properties in the Central Kansas Uplift geological formation, covering over 11,000 contiguous acres, including, among other things, the production and mineral rights to and a leasehold interest in the ~~Oil & Gas~~ Properties and all contracts, agreements and instruments. The Agreement provided for an aggregate purchase price consisting of $900,000 in cash at closing.

The following represents the purchase price allocation for the ~~Oil~~Great &Bend ~~Gas~~ Properties Acquisition for $900,000 in cash. The ~~Oil~~Great &Bend ~~Gas~~Properties ~~Property~~ Acquisition ~~qualify~~qualifies as an asset acquisition. As such, ~~AMGAS~~the Company recognized the assets acquired and liabilities assumed at their ~~fair~~ fair values as of April 1, 2021, the date of closing. The fair value of the ~~Oil & Gas~~ Properties acquired approximate the value of the consideration paid, and the asset retirement obligation to be assumed, which management has concluded approximates the fair value that would be paid by a typical market participant. As a result, neither goodwill nor a bargain purchase gain will be recognized related to the acquisition.

The Company determined the amount of the asset retirement obligation assumed to be $13,425 as of the date of acquisition. The obligation relates to legal requirements associated with the retirement of long-lived assets that result from the acquisitions, construction, development, or normal use of the asset. The obligation relates primarily to the requirement to plug and abandon oil and natural gas wells and support wells at the conclusion of their useful lives.

~~F-16~~The following table summarizes the allocation of the assets acquired and the liabilities assumed related to the Properties:

The following table summarizes the allocation of the assets acquired and the liabilities assumed related to the Oil & Gas Properties:

	Amount
Oil and gas properties, subject to depreciation, depletion and amortization	$	913,425
Properties, subject to depreciation, depletion and amortization	$	913,425
Asset retirement obligation assumed		(13,425	)
Total purchase price of the Oil & Gas Properties	$	900,000
Total purchase price of the Properties	$	900,000

~~Note~~During 3the –year ~~Debt~~ended ~~Obligations~~December 31, 2022, the Company changed its strategy regarding the Central Kansas Uplift considering the reduced net cash flows from the sale of crude oil production. The reduction in net cash flows was attributable to lower spot crude oil prices during 2022 compared to 2021 and higher than anticipated operating costs related to the operation of the horizontal wells on the Properties. The Company has shut down the horizontal production wells as of December 31, 2022 and is considering the deepening of the conventional wells on the property to explore for helium and other noble gases that may be present in deeper producing zones. Accordingly, the Company has recorded an impairment charge of $712,812 to reduce the capitalized tangible and intangible costs related to its Central Kansas Uplift properties to zero as of December 31, 2022.

~~Debt~~Hugoton ~~obligations~~Gas isField ~~comprised~~Participation ofAgreement - On April 4, 2022, the ~~following~~Company atacquired ~~December~~a 3140% participation in a Farmout Agreement by and between Sunflower Exploration, ~~2021~~LLC as the Farmee and ~~2020:~~Scout Energy Partners as Farmor with regards to its oil and gas interests in the Hugoton Gas Field, located in Haskell and Finney Counties, Kansas. The Company has joined three other parties in the Hugoton JV to explore for and develop potential oil, natural gas, noble gases and brine minerals on the properties underlying the Farmout Agreement.

F-16

The Hugoton JV believes that its unconventional theory has not previously been targeted for exploration by historical operations in the field. The initial exploratory well was spud on May 7, 2022 near Garden City, Kansas with production casing set after testing and completion logs identified at least two potential zones with substantial gas and helium reserves. The initial well was completed upon the successful perforation across two lower intervals of the Chase group of formations. The fracture stimulation was completed in two stages during June 2022. The well was connected to the pipeline and commenced commercial production and sales of natural gas, natural gas liquids and helium on August 17, 2022. The Company is continuing to evaluate the initial flows of both natural gas and helium to determine its plan for additional wells on the farmout.

The Company has paid a total of $288,366 for its participation in the drilling and completion of the initial exploratory well. Such amount was an estimate and will be adjusted to actual drilling and completion cost expenditures when the well is connected to the pipeline and the production of gas commences.

The Company performed the ceiling test to assess for potential impairment of the capitalized costs relative to the Hugoton Gas Field Project. The ceiling test indicated an impairment charge of $192,762 was required to reduce the total capitalized costs to $88,687 as of December 31, 2022. Accordingly, the Company has recorded an impairment charge of $192,762 to reduce the capitalized tangible and intangible costs related to its Hugoton Gas Field properties to $88,687 as of December 31, 2022.

Note 3 – Investment in unconsolidated subsidiary – GMDOC

A summary of the Company’s investment in unconsolidated subsidiary-GMDOC during the year ended December 31, 2022 follows:

	Year ended
	December 31, 2022
Investment in unconsolidated subsidiary-GMDOC, at beginning of period	$	—
Purchase of membership interests in GMDOC		850,000
Equity in earnings of GMDOC		251,461
Distributions during period		—
Impairment charges		—

Investment in unconsolidated subsidiary-GMDOC at end of period	$	1,101,461

The following table presents summarized balance sheet financial information of the Company’s unconsolidated subsidiary – GMDOC as of December 31, 2022:

	December 31, 2022
Assets:
Cash	$	208,450
Accrued revenue & prepaid expenses		320,212
Oil and gas properties and equipment, net		7,359,905

Total assets	$	7,888,567

Liabilities and Member’s Equity:
Accounts payable and accrued liabilities	$	207,244
Mortgage note payable, net		4,984,821
Asset Retirement Obligations		882,331
Member’s equity		1,814,171

Total liabilities and member’s equity	$	7,888,567

F-17

The following table presents summarized income statement financial information of the Company’s unconsolidated subsidiary – GMDOC for the year ended December 31, 2022:


	Year ended
	December 31, 2022

Oil and gas revenues	$	2,397,406
Lease operating expenses		(1,080,616	)
Production related taxes		(68,049	)
Ad valorem taxes		(32,265	)
Depreciation expense		(401,794	)
Accretion of asset retirement obligation		(50,961	)
General and administrative expenses		(110,856	)
Interest expense		(238,694	)

Net income		414,171
AMGAS member’s percentage		60.7143	%

Equity in earnings of unconsolidated subsidiary – GMDOC	$	251,461

The Company uses the equity method of accounting for equity investments if the investment provides the ability to exercise significant influence, but not control, over operating and financial policies of the investee, GMDOC. Management’s judgment regarding its level of influence over the operations of GMDOC included considering key factors such as the Company’s ownership interest, legal form of the investee, its’ lack of participation in policy-making decisions and its’ lack of control over the day-to-day operations of GMDOC.

On May 3, 2022, the Company entered into the Operating Agreement pursuant to which the Company acquired 17 (or 60.7143%) of 28 limited liability membership interests in GMDOC, for an aggregate purchase price of $4,037,500, and was subsequently admitted as a member of GMDOC.

GMDOC is managed by two Managing Members, which also serve as the operating companies under the GMDOC Leases.

F-18

Note 4 – Debt Obligations

Debt obligations were comprised of the following at December 31, 2022 and 2021:

Schedule of Debt Outstanding

	December 31, 2021		December 31, 2020
	December 31, 2022		December 31, 2021
Notes payable:
	$	28,665	$	—
Notes payable:	$	28,665	$	28,665
3% Convertible promissory notes payable	$	28,665	$	—
3% convertible notes payable due March 30, 2026 (the 3% Notes)	$	28,665	$	28,665
8% Convertible promissory notes payable (less discount of $273,726 and $-0- as of December 31, 2021 and 2020, respectively)		376,274	$	—
8% convertible notes payable due October 29, 2022 (less discount of $ — and $273,726 as of December 31, 2022 and 2021, respectively) (the 8% Note and the October 8% Notes) (in default)		650,000		376,274
Convertible note payable, (less discount of $-0- and $231,606 as of December 31, 2021 and 2020, respectively)		—		133,563
8% Convertible promissory notes payable due September 15, 2022 (the June 2022 Note) (in default)		350,000		—
Note payable		—		50,000
8% Convertible promissory notes payable due June 29, 2022 (the May 2022 Notes) (in default)		312,500		—
Note payable		—		35,000
Total notes payable		1,341,165		404,939
Total notes payable		404,939		218,563
Less: Long-term portion		28,665		28,665
Less: Long-term portion		28,665		—
Notes payable, short-term	$	1,312,500	$	376,274
Notes payable, short-term	$	376,274	$	218,563

Debt obligations become due and payable as follows:

Schedule of Debt Obligations Maturities

Years ended	Principal balance due
2022	$	376,274
2023	$	1,312,500
2023		—
2024		—
2025		—
2026		28,665
2027		—
Total	$	404,939
2028		—
Total	$	1,341,165

3% Convertible ~~Promissory~~ Notes Payable

On March 31, 2021, the Company entered into Debt Settlement Agreements with six creditors (five of which were related parties) which extinguished accounts payable and accrued liabilities totaling $2,866,497 in exchange for the issuance of $28,665 in principal balance of 3% ~~Convertible~~convertible ~~Promissory~~notes ~~Notes~~payable (the “3% Notes”) with detachable warrants to purchase 5,732,994 shares of Common Stock for fifty cents ($0.50 ) per share (the “3% Note Warrants”). The 3% Notes allow for prepayment at any time with all principal and accrued interest becoming due and payable at maturity on March 30, 2026 (the “Maturity Date”). The 3% Notes are convertible as to principal and any accrued interest, at the option of the holder, into shares of ~~the Company’s~~ Common Stock at any time after the issue date and prior to the close of business on the business day preceding the Maturity Date at the rate of fifty cents ($0.50) per share, subject to normal and customary adjustment.

~~F-17~~An aggregate of $2,577,727 of the total accounts payable and accrued liabilities that were extinguished were with five related parties. Such related parties were issued $25,777 principal balance of the 3% Notes and the 3% Note Warrants to purchase 5,155,454 shares of Common Stock in exchange for the extinguishment of their respective debt obligations. See Note 14.

An aggregate of $2,577,727 of the total accounts payable and accrued liabilities that were extinguished were with five related parties. Such related parties were issued $25,777 principal balance of the 3% Convertible Promissory Notes and warrants to purchase 5,155,454 shares of Common Stock in exchange for the extinguishment of their respective debt obligations. See Note 10.F-19

8The 3% Note Warrants were valued at $1,605,178 using the Black-Scholes methodology. The following assumptions were used in calculating the ~~Convertible~~estimated ~~Promissory~~fair ~~Notes~~value ~~Payable~~of the warrants as of March 31, 2021, their date of issuance:

On Schedule August 30, 2021, the Company and an accredited investor (the “8% Note Investor”) agreed whereby the Company issued an unsecured convertible note due October 29, 2022 (the “8% Note”), with an aggregate principal face amount of ~~approximately~~Fair ~~$100,000. The~~Value ~~8% Note is, subject to certain conditions, convertible into an aggregate~~ of 200,000 shares of Common Stock, at a price of $0.50 per share. The Company also issued a five and one half-year common stock purchase warrant to purchase up to 200,000 shares of Common Stock at an exercise price of $0.50 per share, subject to customary adjustments (the “8% Note Warrants”) ~~which~~Estimated ~~are~~Valuation immediately exercisable. The 8% Note Investor purchased the 8% Note and 8% Note Warrant from the Company for an aggregate purchase price of $100,000 and the proceeds were used for general working capital purposes. The Company also granted the 8% Note Investor certain piggy-back registration rights whereby the Company has agreed to register for resale the shares underlying the 8% Note Warrant and the conversion of the 8% Note unless the shares of the Company commences to trade on the NYSE American; the Nasdaq Capital Market; the Nasdaq Global Market; the Nasdaq Global Select Market; or the New York Stock Exchange, within one hundred twenty (120) days after the Closing Date.Assumptions

On October 29, 2021, the Company and three accredited investors (the “October 8% Note Investors”) agreed whereby the Company issued an unsecured convertible note due October 29, 2022 (the “October 8% Note”), with an aggregate principal face amount of approximately $550,000. The October 8% Notes are, subject to certain conditions, convertible into an aggregate of 1,100,000 shares of Common Stock, at a price of $0.50 per share. The Company also issued five and one half-year common stock purchase warrants to purchase up to 1,650,000 shares of Common Stock at an exercise price of $0.50 per share, subject to customary adjustments (the “October 8% Note Warrants”) which are immediately exercisable. The October 8% Note Investors purchased the October 8% Notes and October 8% Note Warrants from the Company for an aggregate purchase price of $550,000 and the proceeds were used for general working capital purposes. The Company also granted the October 8% Note Investors certain piggy-back registration rights whereby the Company has agreed to register for resale the shares underlying the October 8% Note Warrants and the conversion of the October 8% Notes unless the shares of the Company commences to trade on the NYSE American; the Nasdaq Capital Market; the Nasdaq Global Market; the Nasdaq Global Select Market; or the New York Stock Exchange, within one hundred twenty (120) days after the Closing Date.

	As of March 31, 2021

Volatility – range		374.0	%
Risk-free rate		0.92	%
Contractual term		5.0 years
Exercise price	$	0.50
Number of warrants in aggregate		5,732,994

~~The~~ 8% Convertible ~~Note and the October 8%~~ Notes ~~all~~Payable ~~bear~~due interest at a rate of eight percent (8%) per annum, may be voluntarily repaid in cash in full or in part by the Company at any time in an amount equal to 120% of the principal amount of the underlying notes and any accrued and unpaid interest. Fifty percent (50%) of the 8% Note and the October 8% Notes shall be mandatorily repaid in cash in an amount equal to 120% of the principal amount of the underlying notes and any accrued and unpaid interest in the event of the consummation by the Company of any public or private offering or other financing pursuant to which the Company receives gross proceeds of at least $229,~~000,000~~ ~~and one-hundred~~2022 ~~percent~~ (~~100%) of the underlying notes plus accrued interest shall be mandatorily repaid~~ in an amount equal to 120% of outstanding principal and interest in cases in which the Company receives gross proceeds of at least $3,000,000. In addition, pursuant to the 8% Notes and the October 8% Notes, so long as the underlying notes remain outstanding, the Company cannot enter into any financing transactions pursuant to which the Company sells its securities at a price lower than $0.50 cents per share without the written consent of the 8% Note Investors.default)

On August 30, 2021, the Company issued to an accredited investor (the “8% Note Investor”) an unsecured convertible note due October 29, 2022 (the “8% Note”), with an aggregate principal face amount of approximately $100,000. The 8% Note is, subject to certain conditions, convertible into an aggregate of 200,000 shares of Common Stock, at a price of fifty cents ($0.50) per share. The Company also issued a five and one half-year Common Stock purchase warrant to purchase up to 200,000 shares of Common Stock at an exercise price of fifty cents ($0.50) per share, subject to customary adjustments (the “8% Note Warrant”) which are immediately exercisable. The 8% Note Investor purchased the 8% Note and 8% Note Warrant from the Company for an aggregate purchase price of $100,000 and the proceeds were used for general working capital purposes. The Company also granted the 8% Note Investor certain piggy-back registration rights whereby the Company has agreed to register for resale the shares underlying the 8% Note Warrant and the conversion of the 8% Note unless the shares of the Company commences to trade on the NYSE American; the Nasdaq Capital Market; the Nasdaq Global Market; the Nasdaq Global Select Market; or the New York Stock Exchange, within one hundred twenty (120) days after the closing date.

The 8% Note and the October 8% Notes all bear interest at a rate of eight percent (8%) per annum, may be voluntarily repaid in cash in full or in part by the Company at any time in an amount equal to 120% of the principal amount of the underlying notes and any accrued and unpaid interest. Fifty percent (50%) of the 8% Note and the October 8% Notes shall be mandatorily repaid in cash in an amount equal to 120% of the principal amount of the underlying notes and any accrued and unpaid interest in the event of the consummation by the Company of any public or private offering or other financing pursuant to which the Company receives gross proceeds of at least $2,000,000 and one-hundred percent (100%) of the underlying notes plus accrued interest shall be mandatorily repaid in an amount equal to 120% of outstanding principal and interest in cases in which the Company receives gross proceeds of at least $3,000,000. In addition, pursuant to the 8% Note and the October 8% Notes, so long as the underlying notes remain outstanding, the Company cannot enter into any financing transactions pursuant to which the Company sells its securities at a price lower than $0.50 cents per share without the written consent of the 8% Note Investor.

FThe Company, the 8% Note Investor and the October 8% Note Investors have agreed that for so long as the underlying warrants remain outstanding, the investors have the right to participate in any issuance of Common Stock, conventional debt, or a combination of such securities and/or debt, up to an amount equal to thirty-18five percent (35%) of such subsequent financing.

The Company and the 8% Note Investor and the October 8% Note Investors agreed that for so long as the underlying warrants remain outstanding, the investor have the right to participate in any issuance of Common Stock, conventional debt, or a combination of such securities and/or debt, up to an amount equal to thirtyF-~~five percent (35%) of such subsequent financing.~~20

As described in Note 1, the Company elected to early adopt ASU 2020-06 using the modified retrospective method which enables entities to apply the transition requirements in this ASU at the effective date of ASU 2020-06 (rather than as of the earliest comparative period presented) with the effect of initially adopting ASU 2020-06 recognized as a cumulative-effect adjustment to retained earnings (accumulated deficit) on the first day of the period adopted.

The Company has applied ASU-2020-06 to all outstanding financial instruments as of January 1, 2021, (the date of adoption of ASU 2020-06) and those entered into after January 1, 2021, including the 8% Note. As a result, the 8% Note and October 8% Notes were required to be separated into its debt and equity components based on their relative fair values because of the issuance of detachable warrants together with the 8% Note and the October 8% Notes. Accordingly, the Company allocated the proceeds of the 8% ~~note~~Note as follows:

Schedule of ~~Convertible~~Proceeds ~~Promissory~~from ~~Note~~Debt ~~with Detachable Warrants to Purchase Common Stock~~Obligations

	Amount
Proceeds allocated to 8% convertible note	$	314,104
Proceeds allocated to the 8% Note and the October 8% Notes	$	314,104
Proceeds allocated to detachable warrants to purchase common stock		335,896
Proceeds allocated to detachable warrants to purchase Common Stock		335,896
Total proceeds	$	650,000

The 8% Note and October 8% Notes were recorded at their par value less the discount established at its origination date. The note discount is amortized over the term of the convertible note utilizing the level-interest method. The following isare the assumptions used in calculating the estimated grant-date fair value of the detachable warrants to purchase ~~common~~Common ~~stock~~Stock granted in connection with the 8% Note and the October 8% ~~Note~~Notes ~~during~~in ~~the~~August ~~year~~and ~~ended~~October ~~December~~of ~~31,~~ 2021:

	As of August 30, 2021 (issuance date)			As of October 30, 2021 (issuance date)

Volatility – range		369.4	%		367.7	%
Risk-free rate		0.77	%		1.18	%
Contractual term		5.5 years			5.5 years
Exercise price	$	0.50		$	0.50
Number of warrants in aggregate		200,000			1,650,000

~~Following~~The following is a summary of activity relative to the 8% Note and October 8% Notes as for the year ended December 31, ~~2021~~2022:

Schedule of Convertible Debt

	Amount
Balance December 31, 2020 – 8% Convertible Notes	$	—
Balance December 31, 2021 – 8% Note and October 8% Notes	$	376,274
Issuance of 8% Note, at par		100,000
Amortization of discount during the period to interest expense		273,726
Discount on 8% Note at issuance date		(35,897	)
Balance December 31, 2022 - 8% Note and October 8% Notes	$	650,000
Issuance of October 8% Notes, at par		550,000
Discount on October 8% Notes at issuance date		(299,999	)
Amortization of discount during the period to interest expense		62,170
Balance December 31, 2021 - 8% Convertible Notes	$	376,274

~~F-19~~The remaining unamortized discount relative to the 8% Notes and the October 8% Notes was $ — and $273,726 as of December 31, 2022

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