Filed 2026-03-24 · Period ending 2025-12-31 · 25,738 words · SEC EDGAR
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# Circle Energy, Inc./NV (CRCE) — 10-K
**Filed:** 2026-03-24
**Period ending:** 2025-12-31
**Accession:** 0001096906-26-000364
**Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1911467/000109690626000364/)
**Origin leaf:** 625d18d231b466e45cf2f36e37699d61f8b1e7dffd2e1f499a48411cd1e8b90b
**Words:** 25,738
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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, 2025**
**Or**
**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 000-56587**
**Circle Energy, Inc.**
(Exact name of registrant as specified in its charter)
| Nevada | | 87-4125972 | |
| (State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification Number) | |
| | | | |
| 8211 E. Regal Place
Tulsa, OK | | 74133 | |
| (Address of principal executive offices) | | (Zip Code)
| |
| (918) 994-0693 | |
| (Registrants telephone number, including area code) | |
Securities registered pursuant to Section 12(b) of the Exchange Act: None
| | | | | | | |
Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock, $0.001 par value.
The Companys common stock is quoted on the OTCQB under the symbol CRCE.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No x
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T ( 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | Accelerated filer | |
| Non-accelerated filer x | Smaller reporting company | |
| Emerging growth company | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No x
As of June 30, 2025, the aggregate market value of the common voting stock held by non-affiliates of the registrant, based upon the closing stock price on that day on the OTCQB of $2.50 per share, was $950,000.
As of March 23, 2026, the issuer had outstanding 1,530,000 shares of common stock ($0.001 par value).
Documents incorporated by reference: None
2
**TABLE OF CONTENTS**
| PART I | | | |
| | Item 1: | Business | 5 | |
| | Item 1A: | Risk Factors | 12 | |
| | Item 1B: | Unresolved Staff Comments | 20 | |
| | Item 1C: | Cyber Security | 20 | |
| | Item 2: | Properties | 21 | |
| | Item 3: | Legal Proceedings | 22 | |
| | Item 4: | Mine Safety Disclosures | 22 | |
| PART II | | | |
| | Item 5: | Market for Registrant's Common Equity, Related Stockholder Matters and Issued Purchases of Equity Securities | 23 | |
| | Item 6: | Selected Financial Data | 24 | |
| | Item 7: | Management's Discussion and Analysis of Financial Condition and Results of Operations | 24 | |
| | Item 7A: | Quantitative and Qualitative Disclosures About Market Risk | 26 | |
| | Item 8: | Financial Statements and Supplementary Data | 26 | |
| | Item 9: | Changes in and Disagreement's With Accountants on Accounting and Financial Disclosure | 26 | |
| | Item 9A: | Controls and Procedures | 27 | |
| | Item 9B: | Other Information | 27 | |
| PART III | | | |
| | Item 10: | Directors, Executive Officers and Corporate Governance | 28 | |
| | Item 11: | Executive Compensation | 29 | |
| | Item 12: | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 29 | |
| | Item 13: | Certain Relationships and Related Transactions, and Director Independence | 30 | |
| | Item 14: | Principal Accounting Fees and Services | 31 | |
| PART IV | | | |
| | Item 15: | Exhibits, Financial Statement Schedules | 32 | |
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**Forward Looking Statements**
This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.All statements, other than statements of historical facts included in this Annual Report, are forward-looking statements. Forward-looking statements include statements regarding our strategy, plans, objectives, future operations, financial position, financial condition, liquidity, capital resources, exploration activities, and prospects.
Forward-looking statements are often identified by the use of words such as *may*, *could*, *would*, *should*, *believe*, *anticipate*, *intend*, *estimate*, *expect*, *plan*, *project,* or similar expressions, although not all forward-looking statements contain these identifying words. These statements are based on managements current expectations and assumptions and are subject to known and unknown risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements.
Because we have no proved reserves and no producing wells, our future operations are speculative and dependent upon our ability to obtain additional capital, successfully drill exploratory wells, and establish commercially recoverable reserves. Factors that could cause actual results to differ materially include, but are not limited to:
declines or volatility in commodity prices;
our ability to obtain additional financing on acceptable terms or at all;
general economic conditions, whether internationally, nationally or in the regional and local market areas in which we do business;
our ability to successfully identify, drill, and develop economically viable oil and natural gas prospects;
risks associated with drilling, including completion risks, cost overruns and the drilling of non-economic wells or dry holes;
the presence or recoverability of estimated oil and natural gas reserves and the actual future production rates and associated costs;
risks and liabilities associated with acquired companies and properties;
risks related to integration of acquired companies and properties;
potential defects in title to our properties;
cost and availability of drilling rigs, equipment, supplies, personnel and oilfield services;
environmental or other governmental regulations, including legislation of hydraulic fracture stimulation;
our ability to secure firm transportation for oil and natural gas we produce and to sell the oil and natural gas at market prices; exploration and development risks;
managements ability to execute our plans to meet our goals;
our ability to retain key members of our management team on commercially reasonable terms;
the occurrence of cybersecurity incidents, attacks or other breaches to our information technology systems or on systems and infrastructure used by the oil and gas industry;
weather conditions; actions or inactions of third-party operators of our properties; costs and liabilities associated with environmental, health and safety laws;
our ability to find and retain highly skilled personnel;
operating hazards attendant to the oil and natural gas business;
uncertainties in geological and geophysical interpretations;
the expiration or termination of leasehold interests;
regulatory, environmental, and climate-related requirements;
competition in the oil and natural gas industry;
evolving geopolitical and military hostilities in the Middle East;
the other factors discussed in Part I, Item 1A Risk Factors in this Annual Report, as well as in our consolidated financial statements, related notes, and the other financial information appearing elsewhere in this Annual Report and our other reports filed from time to time with the Securities and Exchange Commission (the SEC).
Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date that such statements are made. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.
Unless the context otherwise requires, references in this Annual Report to Circle, Circle Energy, the Company, we, us, our or ours refer to Circle Energy, Inc.
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**PART I**
**Item 1:****Business**
**General**
Circle Energy, Inc. is a Nevada corporation formed on December 7, 2021. We are an exploration-stage oil and natural gas company focused on acquiring and developing oil and natural gas properties in the Permian Basin region of Texas.
Although the Company has not yet commenced drilling operations or established proved reserves, it is actively engaged in the business of oil and natural gas exploration and development. The Company owns a controlling working interest in leasehold acreage, is subject to drilling obligations under its farmout agreement, and is conducting ongoing geological review, land evaluation, acquisition analysis, and capital formation activities directed toward drilling and development. Management is devoting substantial time and resources toward advancing these objectives. The Companys activities are consistent with those of an exploration-stage oil and gas company and are not limited to maintaining corporate existence or identifying a merger candidate.
We currently own a 75% working interest and a 55.5% net revenue interest in an 80-acre tract located in Andrews County, Texas. We have not drilled any wells and have no producing wells or proved reserves. Our current activities consist primarily of evaluating our existing leasehold interests, pursuing additional acreage acquisitions, and seeking financing necessary to drill and develop our properties.
**Our Business Strategy**
Our strategy is to acquire additional properties, expand our acreage position in and around our existing Andrews County leasehold and to evaluate potential drilling opportunities. We intend to pursue additional acquisitions of oil and natural gas properties that management believes have development potential. Our ability to execute this strategy depends upon our ability to obtain additional capital and successfully drill exploratory wells.
**Primary Business Operations**
Under our current lease agreement, we are required to drill at least two wells, one on each 40-acre farmout tract, on or before May 16, 2028 or the rights under the lease to any undrilled tract or tracts will automatically revert to Aspen.
We have also entered into a joint venture agreement to mutually develop an area of mutual interest near the current lease. This area of mutual interest consists of approximately 880 acres including and adjoining the acquired acreage. If we are successful in acquiring additional acreage, we would jointly own mineral rights in the same percentage of ownership as the current lease (75% working interest, 55.5% net revenue interest).
The Company intends to add to its existing acreage position and also to seek additional acquisition opportunities. As of the date of this report, no wells have been drilled on the property and no development operations have commenced.
**Competitive Business Conditions**
The oil and natural gas industry is highly competitive in the acquisition of properties and capital. Many of our competitors have substantially greater financial and technical resources than we do. Our limited capital resources and lack of operating history may place us at a competitive disadvantage in acquiring additional properties and securing drilling services.
**Governmental Regulations**
Oil and natural gas operations such as ours are subject to various types of legislation, regulation and other legal requirements enacted by governmental authorities. This legislation and regulation affecting the oil and natural gas industry is under constant review for amendment or expansion. Some of these requirements carry substantial penalties for failure to comply. The regulatory burden on the oil and natural gas industry increases our cost of doing business and, consequently, can affect our profitability.
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*Regulation of Drilling and Production*
The production of oil and natural gas is subject to regulation under a wide range of local, state and federal statutes, rules, orders and regulations. Federal, state and local statutes and regulations require permits for drilling operations, drilling bonds and reports concerning operations. The trend in oil and natural gas regulation has been to increase regulatory restrictions and limitations on such activities. Any changes in, or more stringent enforcement of, these laws and regulations may result in delays or restrictions in permitting or development of projects or more stringent or costly construction, drilling, water management or completion activities or waste handling, storage, transport, remediation, or disposal emission or discharge requirements which could have a material adverse effect on the Company.
Currently, our properties and operations are in Texas, which have regulations governing conservation matters, such as the unitization or pooling of oil and natural gas properties, the establishment of maximum allowable rates of production from oil and natural gas wells, the regulation of well spacing, and plugging and abandonment of wells. The effect of these regulations is to limit the amount of oil and natural gas that we can produce from our wells and to limit the number of wells or the locations at which we can drill, although we can apply for exceptions to such regulations or to have reductions in well spacing. Moreover, Texas imposes a production or severance tax with respect to the production and sale of oil, natural gas and natural gas liquids within their jurisdictions.
The failure to comply with these rules and regulations can result in substantial penalties. Our competitors in the oil and natural gas industry are subject to the same regulatory requirements and restrictions that affect our operations.
****
*Regulation of Transportation of Oil*
Sales of crude oil, condensate and natural gas liquids are not currently regulated and are made at negotiated prices, however, Congress could reenact price controls in the future.
Our sales of crude oil are affected by the availability, terms and cost of transportation. The transportation of oil in common carrier pipelines is also subject to rate regulation. The Federal Energy Regulatory Commission, or the FERC, regulates interstate oil pipeline transportation rates under the Interstate Commerce Act. Intrastate oil pipeline transportation rates are subject to regulation by state regulatory commissions. The basis for intrastate oil pipeline regulation, and the degree of regulatory oversight and scrutiny given to intrastate oil pipeline rates, varies from state to state. Insofar as effective interstate and intrastate rates are equally applicable to all comparable shippers, we believe that the regulation of oil transportation rates will not affect our operations in any way that is of material difference from those of our competitors. Further, interstate and intrastate common carrier oil pipelines must provide service on a non-discriminatory basis. Under this open access standard, common carriers must offer service to all shippers requesting service on the same terms and under the same rates. When oil pipelines operate at full capacity, access is governed by pro-rationing provisions set forth in the pipelines published tariffs. Accordingly, we believe that access to oil pipeline transportation services generally will be available to us to the same extent as to our competitors.
*Regulation of Transportation and Sale of Natural Gas*
Historically, the transportation and sale for resale of natural gas in interstate commerce have been regulated pursuant to the Natural Gas Act of 1938, the Natural Gas Policy Act of 1978 and regulations issued under those Acts by the FERC. In the past, the federal government has regulated the prices at which natural gas could be sold. While sales by producers of natural gas can currently be made at uncontrolled market prices, Congress could reenact price controls in the future.
Since 1985, the FERC has endeavored to make natural gas transportation more accessible to natural gas buyers and sellers on an open and non-discriminatory basis. The FERC has stated that open access policies are necessary to improve the competitive structure of the interstate natural gas pipeline industry and to create a regulatory framework that will put natural gas sellers into more direct contractual relations with natural gas buyers by, among other things, unbundling the sale of natural gas from the sale of transportation and storage services. Although the FERCs orders do not directly regulate natural gas producers, they are intended to foster increased competition within all phases of the natural gas industry.
We cannot accurately predict whether the FERCs actions will achieve the goal of increasing competition in markets in which our natural gas is sold. Therefore, we cannot provide any assurance that the less stringent regulatory approach established by the FERC will continue. However, we do not believe that any action taken will affect us in a way that materially differs from the way it affects other natural gas producers.
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Intrastate natural gas transportation is subject to regulation by state regulatory agencies. The basis for intrastate regulation of natural gas transportation and the degree of regulatory oversight and scrutiny given to intrastate natural gas pipeline rates and services varies from state to state. Insofar as such regulation within a particular state will generally affect all intrastate natural gas shippers within the state on a comparable basis, we believe that the regulation of similarly situated intrastate natural gas transportation in any states in which we operate and ship natural gas on an intrastate basis will not affect our operations in any way that is of material difference from those of our competitors.
**Environmental Compliance and Risks**
Our oil and natural gas exploration, development and production operations are subject to stringent federal, state and local laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection. At the federal level, among the more significant laws that may affect our business and the oil and natural gas industry generally are: the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA); the Oil Pollution Act of 1990; the Resource Conservation and Recovery Act (RCRA); the Clean Air Act (CAA); Federal Water Pollution Control Act of 1972, or the Clean Water Act (CWA); and the Safe Drinking Water Act of 1974. These federal laws are administered by the United States Environmental Protection Agency (EPA). Generally, these laws (i) regulate air and water quality, impose limitations on the discharge of pollutants and establish standards for the handling of solid and hazardous wastes; (ii) subject our operations to certain permitting and registration requirements; (iii) require remedial measures to mitigate pollution from former or ongoing operations; and (iv) may result in the assessment of administrative, civil and criminal penalties for failure to comply with such laws. In addition, there is environmental regulation of oil and gas production by state and local governments in the jurisdictions where we operate. As described below, there are various regulations issued by the EPA and other governmental agencies pursuant to these federal statutes that govern our operations.
In Texas, specific oil and natural gas regulations apply to oil and gas operations, including the drilling, completion and operations of wells, and the disposal of waste oil and saltwater. There are also procedures incident to the plugging and abandonment of dry holes or other non-operational wells, all as governed by the applicable governing state agency.
At the federal level, among the more significant laws and regulations that may affect our business and the oil and natural gas industry are:
*Hazardous Substances and Wastes*
CERCLA, also known as the Superfund law, and analogous state laws impose liability on certain classes of persons, known as potentially responsible parties, for the disposal or release of a regulated hazardous substance into the environment. These potentially responsible parties include (1) the current owners and operators of a facility, (2) the past owners and operators of a facility at the time the disposal or release of a hazardous substance occurred, (3) parties that arranged for the offsite disposal or treatment of a hazardous substance, and (4) transporters of hazardous substances to off-site disposal or treatment facilities. While petroleum and natural gas liquids are not designated as a hazardous substance under CERCLA, other chemicals used in or generated by our operations may be regulated as hazardous substances. Potentially responsible parties under CERCLA may be subject to strict, joint and several liability for the costs of investigating and cleaning up environmental contamination, for damages to natural resources and for the costs of certain health studies. In addition to statutory liability under CERCLA, common law claims for personal injury or property damage can also be brought by neighboring landowners and other third parties related to contaminated sites.
RCRA, and comparable state statutes and their implementing regulations, regulate the generation, transportation, treatment, storage, disposal and cleanup of solid and hazardous wastes. Under a delegation of authority from the EPA, most states administer some or all of the provisions of RCRA, sometimes in conjunction with their own, more stringent requirements. Federal and state regulatory agencies can seek to impose administrative, civil and criminal penalties for alleged non-compliance with RCRA and analogous state requirements. Certain wastes associated with the production of oil and natural gas, as well as certain types of petroleum-contaminated media and debris, are excluded from regulation as hazardous waste under Subtitle C of RCRA. These wastes, instead, are regulated as solid waste (i.e., non-hazardous waste) under the less stringent provisions of Subtitle D of RCRA. It is possible, however, that certain wastes now classified as non-hazardous could be classified as hazardous wastes in the future and therefore be subject to more rigorous and costly disposal requirements. Legislation has been proposed from time to time in Congress to regulate certain oil and natural gas wastes as hazardous waste under RCRA. Any such change could result in an increase in our costs to manage and dispose of wastes, which could have a material adverse effect on our consolidated results of operations and financial position.
Under CERCLA, RCRA and analogous state laws, we could be required to remove or remediate environmental impacts on properties we currently own and lease or formerly owned or leased (including hazardous substances or wastes disposed of or released by prior owners or operators), to clean up contaminated off-site disposal facilities where our wastes have come to be located or to implement remedial measures to prevent or mitigate future contamination. Compliance with these laws may constitute a significant cost and effort for us. No specific accounting for environmental compliance has been maintained or projected by us at this time. We are not presently aware of any environmental demands, claims, or adverse actions, litigation or administrative proceedings in which either we or our acquired properties are involved in or subject to, or arising out of any predecessor operations.
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*Air Emissions*
Our operations are subject to the federal CAA and comparable state and local laws and regulations, which regulate emissions of air pollutants from various sources and mandate certain permitting, monitoring, recordkeeping and reporting requirements. The CAA and its implementing regulations may require that we obtain permits prior to the construction, modification or operation of certain projects or facilities expected to produce or increase air emissions above certain threshold levels and strictly comply with those permits, including emissions and operational limitations. These permits may require us to install emission control technologies to limit emissions, which can impose significant costs on our business. We note that in June 2016, the EPA finalized rules regarding criteria for aggregating multiple small sites into a single source for air permitting purposes applicable to the oil and natural gas industry. This rule could cause small facilities to be aggregated for permitting purposes, resulting in treatment as a major source, and thereby triggering more stringent air permitting requirements. Violation of CAA requirements could subject us to monetary penalties, injunctions, conditions or restrictions on operations and, potentially, criminal enforcement actions. Furthermore, future capital expenditures may be required for air pollution control equipment in connection with obtaining and maintaining operating permits and approvals for air emissions.
The trend under CAA regulations has been to increase the stringency of air quality standards, which may require us to incur capital expenditures for air pollution control equipment or other costs. For example, in October 2015, the EPA lowered the National Ambient Air Quality Standards for ozone to 70 parts per billion, which was a significant decrease from the prior standards. On December 31, 2020, EPA published in the *Federal Register*its decision to retain the 2015 ozone standards. Further reductions in the ozone National Ambient Air Quality Standards could affect our operations and result in the need to install new emissions controls, longer permitting timelines and significant increases in our capital or operating expenditures. Compliance with these and any future air pollution control and permitting requirements has the potential to delay the development of our oil and natural gas projects and increase our costs of development and production, which costs could be significant.
*Oil Pollution Prevention*
The Oil Pollution Act of 1990 amended the CWA to impose liability for releases of crude oil from vessels or facilities into navigable waters. If a release of crude oil into navigable waters occurs during shipment or from an oil terminal, we could be subject to liability under the Oil Pollution Act. In 1973, the EPA adopted oil pollution prevention regulations under the CWA. These oil pollution prevention regulations require the preparation of a Spill Prevention Control and Countermeasure (SPCC) plan for facilities engaged in drilling, producing, gathering, storing, processing, refining, transferring, distributing, using, or consuming crude oil and oil products, and which due to their location, could reasonably be expected to discharge oil in harmful quantities into or upon the navigable waters of the United States. SPCC requirements under the CWA require appropriate containment berms and similar structures to help prevent the discharge of pollutants into regulated waters in the event of a crude oil or other constituent tank spill, rupture or leak. The SPCC regulations require affected facilities to prepare a written, site-specific SPCC plan, which details how a facilitys operations comply with the requirements of the pollution prevention regulations. To be in compliance, the facilitys SPCC plan must satisfy all of the applicable requirements for drainage, bulk storage tanks, tank car and truck loading and unloading, transfer operations (intra-facility piping), inspections and records, security, and training. Most importantly, the facility must fully implement the SPCC plan and train personnel in its execution. Where applicable, we maintain and implement SPCC plans for our facilities.
*Water Discharges*
The CWA and analogous state laws and regulations impose restrictions and strict controls regarding the discharge of pollutants into navigable waters, defined as waters of the United States (WOTUS), as well as state waters. The CWA prohibits the placement of dredge or fill material in wetlands or other WOTUS unless authorized by a permit issued by the U.S. Army Corps of Engineers (Corps) or a delegated state agency pursuant to Section 404. In addition, the CWA and analogous state laws require individual permits or coverage under general permits for discharges of storm water runoff from certain types of facilities. Some states also maintain groundwater protection programs that require permits for discharges or operations that may impact groundwater conditions. Also, in June 2016, the EPA issued a final rule implementing wastewater pretreatment standards that prohibit onshore unconventional oil and natural gas extraction facilities from sending wastewater to publicly owned treatment works. This restriction of disposal options for hydraulic fracturing waste and other changes to CWA requirements may result in increased costs. Federal and state regulatory agencies can impose administrative, civil and criminal penalties for non-compliance with discharge permits or other requirements of the CWA and analogous state laws and regulations.
8
The scope of EPAs and the Corps regulatory authority under Section 404 of the CWA has been the subject of extensive litigation and frequently changing regulations. The EPA issued a final rule in September 2015 that attempted to clarify the federal jurisdictional reach over WOTUS under Section 404 of the CWA. The EPA and the Corps issued a final rule in January 2018 staying implementation of the 2015 WOTUS rule for two years. On October 22, 2019, EPA and the Corps published a final rule repealing the 2015 WOTUS rule. The EPA and the Corps replaced the 2015 WOTUS rule by promulgating the Navigable Waters Protection Rule on April 21, 2020, which provides a revised definition of WOTUS and became effective on June 22, 2020. These regulations have been challenged in federal court. The final revised definition of WOTUS was published in the Federal Register on January 18, 2023 and took effect on March 20, 2023 to conform with the Supreme Courts decision in *Sackett v. Environmental Protection Agency*which amended the definition of waters of the United States. Any future litigation and future regulations concerning the definition of WOTUS may result in an expansion of the scope of the CWAs jurisdiction, and we could face increased costs and delays with respect to obtaining permits for dredge and fill activities in WOTUS in connection with our operations.
*Underground Injection Control*
The underground injection of crude oil and natural gas wastes is regulated by the Underground Injection Control (UIC) Program, as authorized by the Safe Drinking Water Act, as well as by state programs. The primary objective of injection well operating requirements is to ensure the mechanical integrity of the injection apparatus and to prevent migration of fluid from the injection zone into underground sources of drinking water, as well as to prevent communication between injected fluids and zones capable of producing hydrocarbons. The Safe Drinking Water Act establishes requirements for permitting, testing, monitoring, recordkeeping, and reporting of injection well activities, as well as a prohibition against the migration of fluid containing contaminants into underground sources of drinking water. Any leakage from the subsurface portions of the injection wells could cause degradation of fresh groundwater resources, potentially resulting in the suspension of permits, issuance of fines and penalties from governmental agencies, incurrence of expenditures for remediation of the affected resource and imposition of liability by third parties for property damages and personal injuries.
Under the auspices of the federal UIC program as implemented by states with UIC primacy, regulators, particularly at the state level, are becoming increasingly sensitive to possible correlations between underground injection and seismic activity. Consequently, state regulators implementing both the federal UIC program and state corollaries are heavily scrutinizing the location of injection facilities relative to faulting and are limiting both the density and injection facilities as well as the rate of injection.
*Hydraulic Fracturing*
Hydraulic fracturing is a practice in the oil and natural gas industry used to stimulate production of natural gas and/or oil from low permeability subsurface rock formations by injecting water, sand and chemicals under pressure. Oil and natural gas may be recovered from certain of our oil and natural gas properties through the use of hydraulic fracturing. Hydraulic fracturing is subject to regulation by state regulatory authorities, and several federal agencies have asserted federal regulatory authority over certain aspects of the hydraulic fracturing process. For example, the EPA published permitting guidance in February 2014 addressing the use of diesel fuel in fracturing operations, and in June 2016 EPA issued final effluent limitations guidelines under the CWA that waste-water from shale natural gas extraction operations must meet before discharging to a publicly owned treatment works. The EPA also issued an Advance Notice of Proposed Rulemaking under the Toxic Substances Control Act (TSCA) in 2014 regarding reporting of the chemical substances and mixtures used in hydraulic fracturing but, to date, has taken no further action. Separately, the BLM published a final rule in March 2015 that establishes new or more stringent standards for performing hydraulic fracturing on federal and Indian lands. However, a Wyoming federal court struck down this rule in June 2016. The June 2016 decision was appealed by the BLM to the U.S. Circuit Court of Appeals for the Tenth Circuit. However, following issuance of a presidential executive order to review rules related to the energy industry, in July 2017, the BLM published a notice of proposed rulemaking to rescind the 2015 final rule. In September 2017, the Tenth Circuit issued a ruling to vacate the Wyoming trial court decision and dismiss the lawsuit challenging the 2015 rule in light of the BLMs proposed rulemaking. The BLM issued a final rule repealing the 2015 hydraulic fracturing rule in December 2017. The current administration has announced that it intends to review the repeal of the 2015 hydraulic fracturing rule under the *Executive Order on Protecting Public Health and the Environment and Restoring Science to Tackle the Climate Crisis*.
Congress has from time to time considered legislation to provide for federal regulation of hydraulic fracturing and to require disclosure of the chemicals used in the hydraulic fracturing process but, at this time, federal legislation related to hydraulic fracturing appears uncertain. In Texas, specific oil and natural gas regulations apply to oil and gas operations, including the drilling, completion and operations of wells, and the disposal of waste oil and salt water. There are also procedures incident to the plugging and abandonment of dry holes or other non-operational wells, all as governed by the applicable governing state agency. As an example, the Texas Railroad Commission (RRC) adopted rules in 2014 requiring companies seeking permits for disposal wells to provide seismic activity data in permit applications. The rules also allow the RRC to modify, suspend, or terminate permits if a disposal well is determined to be causing seismic activity. Determinations by the RRC under these rules may adversely affect our operations.
9
Local governments may also seek to adopt ordinances within their jurisdictions regulating the time, place and manner of drilling activities in general or hydraulic fracturing activities in particular. In Texas, however, local governments are expressly preempted from regulating oil and gas operations with limited exceptions, under Texas Natural Resources Code Section 81.0523. If new laws or regulations that significantly restrict hydraulic fracturing are adopted at the local, state or federal level, our fracturing activities could become subject to additional permit and financial assurance requirements, more stringent construction requirements, increased reporting or plugging and abandoning requirements or operational restrictions and associated permitting delays and potential increases in costs. These delays or additional costs could adversely affect the determination of whether a well is commercially viable and could cause us to incur substantial compliance costs. Restrictions on hydraulic fracturing could also reduce the amount of oil and natural gas that we are ultimately able to produce in commercial quantities.
**Climate Change**
Due to concern over climate change, numerous proposals to monitor and limit emissions of GHGs have been made and are likely to continue to be made at the federal, state, and local levels of government and by the governments of other nations. Methane, a primary component of natural gas, and CO2, which is naturally occurring and also a byproduct of burning natural gas, are examples of GHGs. Various laws and regulations exist or are under development to regulate the emission of GHGs.
Beginning in 2009, the EPA published several findings, including a finding that GHGs present a danger to public health and the environment, known as the endangerment finding, and rulemakings under the Clean Air Act requiring the permitting and reporting of certain GHGs. Certain of our facilities are subject to these reporting requirements, and operational or physical changes to other existing facilities could subject those facilities to these requirements. In recent years, EPA also made regulatory changes requiring many existing oil and natural gas facilities to reduce GHG emissions. However, in 2025, EPA announced its intention to reconsider the endangerment finding, as well as EPAs mandatory GHG Reporting Program, and on February 12, 2026, the EPA announced that it will issue a final rule rescinding the endangerment finding, thereby eliminating the basis for much of its regulation of GHG emissions. Based on EPAs recent rulemakings and disclosed objectives, we may experience a reduction in GHG reporting and other regulatory obligations at the federal level over the near term.
At the state level, more than one-third of the states, either individually or through multi-state regional initiatives, already have begun implementing legal measures to reduce emissions of GHGs, such as through mandatory reporting, establishment of GHG emission reduction targets, or regional GHG cap-and-trade programs. It is possible that sources such as our gas-fueled compressors and processing plants could become subject to these state GHG reduction regulations. Various states are also proposing or have implemented stricter regulations for reporting, monitoring, or reducing GHGs that go beyond the requirements of the EPA as they existed at the end of 2025. Compliance with state rules could require additional expenditures, above and beyond those spent to comply with EPA GHG rules for new and existing sources. In addition, the European Union has approved a law to impose limits on methane emissions intensity applicable to imports of natural gas and crude oil beginning in 2030.
The adoption and implementation of any laws or regulations imposing reporting obligations on, or limiting emissions of GHG from, our equipment and operations could require additional expenditures to reduce emissions of GHGs associated with its operations or could adversely affect demand for the oil and natural gas we produce, and thus possibly have a material adverse effect on our revenues, as well as having the potential effect of lowering the value of our reserves. Recently, stakeholders concerned about the potential effects of climate change have directed their attention at sources of funding for fossil-fuel energy companies, which has resulted in certain financial institutions, funds and other sources of capital restricting or eliminating their investment in oil and natural gas activities. Ultimately, this could make it more difficult to secure funding for exploration and production activities. Finally, to the extent increasing concentrations of GHGs in the Earths atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts, floods and other climatic events, such events could have a material adverse effect on the Company and potentially subject the Company to further regulation. The trend of more expansive and stringent environmental legislation and regulations, including greenhouse gas regulation, could continue, resulting in increased costs of conducting business and consequently affecting our profitability.
**Operational Hazards and Insurance**
Oil and natural gas exploration involves operational risks including drilling hazards, blowouts, equipment failure, and environmental contamination. If we commence drilling operations, we expect to obtain insurance coverage consistent with industry practice, although such insurance may not cover all risks or losses.
**Human Capital Management**
As of December 31, 2025, the Company does not have full-time employees; however, its executive officers actively manage the Companys exploration, land, regulatory, financing, and corporate development activities. The Company utilizes independent petroleum consultants, land professionals, and other contractors in connection with acreage evaluation and development planning. The Company expects to expand its personnel base as drilling and development activities commence.
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**Available Information**
We file annual, quarterly, and current reports and other information with the Securities and Exchange Commission (SEC). These filings are available to the public on the SECs website at www.sec.gov. We will provide copies of our filings without charge upon written request to our principal executive offices.
Based on the Companys ownership of oil and gas leasehold interests, its contractual drilling obligations, and its ongoing exploration and development activities, management does not consider the Company to be a shell company as defined in Rule 12b-2 under the Exchange Act.
**Item 1A:****Risk Factors**
**Risks Related to Our Financial Condition and Liquidity**
**We have no revenue and will require additional capital; if we cannot obtain financing on acceptable terms, we may be unable to meet lease obligations or continue operations, and future financings may be highly dilutive.**
We have not generated revenue from operations and do not expect to generate revenue unless and until we successfully drill and complete producing wells. Our operations are funded entirely through equity or debt financing. We may also issue preferred stock or other senior securities, and we may incur debt with restrictive covenants. If we are unable to obtain additional capital on acceptable terms, we may be unable to drill wells, maintain our leasehold interests, satisfy lease obligations, or continue operations. Future financings may be highly dilutive and could include securities with rights senior to our common stock. If we cannot raise capital when needed, we may be forced to delay or forgo drilling, relinquish acreage, reduce or suspend operations, or seek strategic transactions on terms unfavorable to stockholders. Because we have a limited operating history and no operating revenue, investors have limited historical financial information on which to evaluate our ability to execute our plans. If we incur debt, we may be subject to covenants and repayment obligations that could restrict our operations and financing flexibility. If we default, lenders could seek remedies against our assets.
**We have no proved reserves and no established production base.**
We have no proved oil or natural gas reserves, and our acreage may never generate economically recoverable reserves. As of December 31, 2025, we had no proved oil or natural gas reserves as defined under Rule 4-10(a) of Regulation S-X. All of our acreage is undeveloped and exploratory in nature. Because we have no proved reserves, the value of our leasehold interests is inherently speculative and may ultimately prove to be negligible.
The absence of proved reserves materially increases our business risk. Without proved reserves, we have no established production base, no reserve-based borrowing capacity, and no demonstrated ability to generate operating cash flow. Our ability to obtain financing, enter joint ventures, or attract strategic partners may be significantly impaired. If we are unable to establish commercially recoverable reserves, our leasehold interests may have little or no value, and investors could lose their entire investment.
**Exploratory drilling may not establish commercially recoverable reserves.**
Any prospects we elect to drill may not yield oil or natural gas in commercially viable quantities. Because we have no proved reserves and no producing wells, any drilling program we undertake will be exploratory and inherently uncertain. Geological, geophysical, and seismic analyses are subject to interpretation and may not accurately predict the presence, quality, or recoverability of hydrocarbons.
Even if hydrocarbons are encountered, they may not exist in sufficient quantities, pressure, or reservoir characteristics to permit commercial production or to recover drilling and completion costs. Analogies drawn from other wells or producing fields may not be applicable to our acreage. As a result, we may expend substantial capital on drilling activities without establishing economically recoverable reserves.
**We may be deemed a shell company, which could restrict resales of our securities.**
We have not generated revenue from operations and are in the exploration stage of development, which may cause investors or regulators to evaluate our status under applicable securities laws.
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The Company is an exploration-stage oil and gas company and owns leasehold interests in real property in Texas. Although we have not yet drilled wells or established proved reserves, our activities are directed toward exploration and development of our acreage position and not solely toward identifying or consummating a merger, acquisition of an operating business, or other business combination transaction. We believe our assets and operations are consistent with those of an early-stage oil and gas company. However, regulatory interpretation of shell company status involves factual and legal analysis, and there can be no assurance that regulators or market participants would not scrutinize our status.
**Failure to maintain OTCQB eligibility could reduce liquidity of our common stock.**
Continued quotation on OTCQB is subject to ongoing eligibility requirements, including current SEC reporting status, audited financial statements by a PCAOB-registered auditor, and minimum bid price and other standards. If we fail to satisfy these requirements, our securities may be downgraded or removed from OTCQB, which could materially reduce liquidity and investor confidence. If our common stock were removed from OTCQB, it could trade on a more limited market, which may reduce liquidity, increase volatility, and impair our ability to raise capital.
In addition, we currently do not have any independent directors and do not maintain a separately constituted audit committee composed of independent directors. Although OTCQB rules do not presently require a fully independent board for continued quotation, the absence of independent oversight may subject us to increased scrutiny from regulators, investors, and counterparties. Our limited board structure may also impair our ability to implement and maintain governance practices consistent with evolving market expectations for public companies. If OTC Markets were to modify its corporate governance requirements, or if investors or other market participants determine that our governance structure is inadequate, we could experience difficulty maintaining our OTCQB eligibility, attracting capital, or retaining investor confidence, which could adversely affect the market price and liquidity of our common stock.
**Future issuances of equity securities may result in significant dilution.**
We may issue additional shares of common stock or other securities to raise capital or acquire additional properties or interests in oil and gas properties. We may also issue preferred stock or other securities senior to our common stock. These issuances could reduce voting power, reduce future upside, and may include liquidation preferences, anti-dilution protections, or other rights adverse to holders of common stock. Any such issuances could significantly dilute existing stockholders.
**Risks Related to Our Exploration and Development Activities**
**Our leasehold interests may expire or revert if we fail to meet drilling or primary term requirements.**
Our leasehold interests are subject to primary term expiration and, in certain cases, drilling commitments, including timing requirements under certain farmout or lease arrangements. If we do not commence drilling operations within required timeframes, our rights in the applicable acreage may terminate or revert to the lessor and we could lose all or a portion of our acreage position without compensation. Loss of acreage could materially impair our ability to develop reserves and generate future revenue.
**Drilling, completion, and production activities involve significant operational and financial risks that could materially adversely affect us.**
Under our current lease agreement, we are required to drill a certain number of wells. If we undertake drilling or completion operations, those activities will involve numerous operational risks, including equipment failure, well control incidents, mechanical difficulties, cost overruns, regulatory delays, shortages of rigs or services, adverse weather, title disputes, and accidents. The cost of drilling and completing a well is often uncertain until operations are underway. Budget overruns are common and may render a project uneconomic. Operational failures could result in the loss of the well, significant remediation expense, regulatory penalties, or liability exposure. Even if a well is successfully drilled and completed, production levels may decline more rapidly than expected, resulting in reduced economic returns. These operational risks are separate from and in addition to the geological uncertainties associated with exploratory drilling.
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**Risks Related to Regulation and the Energy Industry**
**Commodity price volatility could render our acreage uneconomic to develop.**
Future drilling decisions and the economic viability of our acreage are highly sensitive to oil and natural gas prices. Because we have no current production, commodity prices primarily affect whether our acreage can be economically developed and whether we can raise capital to fund development. We do not currently engage in hedging activities and because we have no producing wells, we have no revenue hedge against commodity price volatility. Sustained declines in commodity prices could render our acreage uneconomic and result in impairment of our leasehold interests. Commodity price volatility can also affect the cost and availability of drilling rigs, tubular goods, and oilfield services. Tariffs, trade restrictions, or supply chain disruptions could increase the cost of tubular goods, equipment, and services required for any drilling program.
**Part of our strategy involves using some of the latest available horizontal drilling and completion techniques, which involve additional risks and uncertainties in their application if compared to conventional drilling.**
If we use horizontal drilling or multi-stage completion techniques, those methods may increase cost, complexity, and the risk of operational failure. The additional risks that we face while drilling horizontally include, but are not limited to, the following:
drilling wells that are significantly longer and/or deeper than wells drilled by others;
landing our wellbore in the desired drilling zone;
staying in the desired drilling zone while drilling horizontally through the formation;
running our casing the entire length of the wellbore; and
being able to run tools and other equipment consistently through the horizontal wellbore.
Risks that we face while completing our wells include, but are not limited to, the following:
the ability to fracture or stimulate the planned number of stages in a horizontal or lateral wellbore;
the ability to run tools the entire length of the wellbore during completion operations; and
the ability to successfully clean out the wellbore after completion of the final fracture stimulation stage.
**We may incur substantial losses and be subject to substantial liability claims as a result of any oil and natural gas operations.**
It may not be possible to insure against all risks. Losses and liabilities arising from uninsured and underinsured events could materially and adversely affect any future business opportunities. Any future oil and natural gas operations would be subject to all of the operating risks associated with drilling for and producing oil and natural gas, including the possibility of:
environmental hazards, such as uncontrollable flows of oil, natural gas, brine, well fluids, toxic gas or other pollution into the environment, including groundwater and shoreline contamination;
abnormally pressured formations;
mechanical difficulties, such as stuck oil field drilling and service tools and casing collapse;
fires and explosions;
personal injuries and death; and
natural disasters.
Any of these risks could adversely affect our ability to conduct future operations or result in substantial losses. We may elect not to obtain insurance if we believe that the cost of available insurance is excessive relative to the risks presented. In addition, pollution and environmental risks generally are not fully insurable. If a significant accident or other event occurs and is not fully covered by insurance, then it could materially and adversely affect our financial condition and future operations. We may not have insurance coverage sufficient to cover all operational hazards, and certain environmental risks may be uninsurable or subject to significant deductibles.
**Environmental, climate-related, and other regulatory requirements could increase costs, delay operations, or limit development.**
Although we currently have no producing wells, any future drilling activities would be subject to federal, state, and local environmental and regulatory requirements. Compliance costs could be substantial, and failure to comply could result in penalties, delays, or loss of operating rights. In addition, evolving climate-related regulation, disclosure expectations, and stakeholder actions could increase compliance costs, limit access to capital, or reduce demand for oil and natural gas over time. Natural disasters, severe weather, public health events, or other force majeure events could disrupt any future operations, supply chains, and access to capital.
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**Competition is intense in the oil and natural gas industry.**
The oil and natural gas industry is highly competitive for acquiring properties and marketing oil and natural gas. Our competitors include multinational oil and natural gas companies, major oil and natural gas companies, independent oil and natural gas companies, individual producers, financial buyers as well as participants in other industries that supply energy and fuel to consumers. Many of our competitors have greater and more diverse resources than we do. Additionally, competition for acquisitions may significantly increase the cost of available properties. We compete for the personnel and equipment required to explore, develop, and operate properties. Our competitors also may have established long-term strategic positions and relationships in areas in which we may seek to enter. Consequently, our competitors may be able to address these competitive factors more effectively than we can. If we are not successful in our competition for oil and natural gas reserves or in our marketing of production, then our financial condition and operation results may be adversely affected.
**Risks Related to Management and Strategy**
**Our management has limited time and resources and may have conflicts of interest, which could delay execution of our plans and harm our business.**
Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time in developing our operations and evaluating potential acquisition or development opportunities. We do not intend to have any full-time employees prior to the completion of our operations, development planning, financing activities, and potential acquisitions. Each of our officers and directors is engaged in other business endeavors for which they may be entitled to substantial compensation and our officers and directors are not obligated to contribute any specific number of hours per week to our affairs. Shareholders and investors must rely significantly on management's judgment in identifying and evaluating acquisition and development opportunities, and past performance in other ventures is not a guarantee of results for Circle.
**If our assessments of purchased properties are materially inaccurate, it could have a significant impact on future operations and earnings.**
If we pursue acquisitions, farm-ins, or additional leasehold interests, our assessments may be incorrect due to limited diligence opportunities, incomplete technical data, title issues, unknown liabilities, or incorrect assumptions about future development costs and commodity prices. Because we have no producing wells, we cannot rely on operating cash flow to fund development, and any adverse acquisition outcome could require additional financing, impair our assets, or divert management attention.
**We rely on information technology systems and third-party service providers, and cybersecurity incidents could disrupt our operations or impair our ability to comply with reporting obligations.**
Although we currently have no active oil and gas production and limited operational activities, we rely on information technology systems and third-party service providers to conduct our business, including maintaining financial records, preparing SEC filings, communicating with investors and service providers, and storing confidential business information. We utilize cloud-based systems, email platforms, accounting software, and other digital tools to support these functions.
Cybersecurity incidents, including unauthorized access, phishing attacks, ransomware, malware, or other data breaches, could result in the loss or compromise of confidential information, disruption of our financial reporting processes, or impairment of our ability to meet our public reporting obligations. Because our management team is small and our administrative infrastructure is limited, any disruption to our systems could have a disproportionate impact on our operations.
We also rely on third-party vendors and service providers for certain functions, and a compromise of their systems could adversely affect us. Although we implement security measures designed to protect our information systems, such measures may not be sufficient to prevent all cybersecurity incidents. A material cybersecurity incident could result in regulatory scrutiny, reputational harm, litigation exposure, financial loss, or difficulty accessing capital markets.
As cyber threats continue to evolve, we may be required to devote additional resources to enhance our cybersecurity controls and incident response capabilities.
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**Risks Related to Our Common Stock and Corporate Structure**
**We are dependent upon our officers and directors and their departure could adversely affect our ability to operate.**
Our initial operations are dependent upon a small group of individuals, namely Messrs. Rochford and Broaddrick. We believe that our success depends on the continued service of these officers and directors, at least until we have completed our initial target acquisition. We do not have an employment agreement with, or key-man insurance on the life of either of these persons. The unexpected loss of the services of one or more of these parties could have a detrimental effect on us.
**Our principal stockholders hold a controlling interest in our common stock and can significantly influence corporate actions.**
Our founding stockholders own approximately 75.2% of our outstanding common stock. In addition, the founder shares, all of which are held by our initial stockholders, will entitle the holders to elect all of our directors for so long as they continue to hold a majority of the outstanding voting power. As a result, other shareholders will not have any influence over the election of directors.
**Provisions in Nevada law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our common stock and could entrench management.**
Section 78.411 et seq. of the Nevada Revised Statutes affects the ability of an interested stockholder to engage in certain business combinations, for a period of two years following the time that the stockholder becomes an interested stockholder. We may elect in any future amendments to our articles of incorporation not to be subject these sections. These provisions may limit the ability of third parties to acquire control of our Company.
**The market price of our common stock may be volatile, which could cause the value of your investment to decline.**
The stock markets have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock. The market for our common stock may be limited, with low trading volume and limited analyst coverage, which may increase volatility and make it difficult to sell shares at desired prices. The market price of our common stock may also fluctuate significantly in response to the following factors, some of which are beyond our control:
our operating and financial performance and prospects;
variations in our quarterly operating results and changes in our liquidity position;
investor perceptions of us and the industry and markets in which we operate;
future sales, or the availability for sale, of equity or equity-related securities;
changes in securities analysts estimates of our financial performance;
changes in market valuations of similar companies;
changes in the price of oil and natural gas; and
general financial, domestic, economic and other market conditions.
**We have no current plans to pay dividends on our common stock. **
We do not expect to pay cash dividends in the foreseeable future, and investors in or holders of our common stock should rely on potential appreciation, if any, in the market price of our common stock. We currently intend to retain future earnings, if any, to pay down debt and finance the expansion of our business. Our future dividend policy is within the discretion of our Board of Directors and will depend upon various factors, including our business, financial condition, results of operations, capital requirements and investment opportunities.
**The loss of key members of management or failure to attract and retain other highly qualified personnel could, in the future, affect the Companys business results.**
The Companys success depends on its ability to attract, retain and motivate a highly-skilled and diverse management team and workforce. Failure to ensure that the Company has the depth and breadth of management and personnel with the necessary skill set and experience could impede its ability to deliver growth objectives and execute its operational strategy. As the Company continues to expand, it will need to promote or hire additional staff, and, as a result of increased compensation and benefit mandates, it may be difficult to attract or retain such individuals without incurring significant additional costs.
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**Risks Relating to the Oil and Natural Gas Industry**
**Prospects that we decide to drill may not yield oil or natural gas in commercially viable quantities.**
Our prospects are in various stages of evaluation, ranging from prospects that are currently being drilled to prospects that will require substantial additional seismic data processing and interpretation. There is no way to predict in advance of drilling and testing whether any particular prospect will yield oil or natural gas in sufficient quantities to recover drilling or completion costs or to be economically viable. This risk may be enhanced in our situation, due to the fact that a significant percentage (43%) of our proved reserves is currently proved undeveloped reserves. The use of seismic data and other technologies and the study of producing fields in the same area will not enable us to know conclusively prior to drilling whether oil or natural gas will be present or, if present, whether oil or natural gas will be present in commercial quantities. We cannot assure you that the analogies we draw from available data obtained by analyzing other wells, more fully explored prospects or producing fields will be applicable to our drilling prospects.
**Drilling for and producing oil and natural gas are high risk activities with many uncertainties that could adversely affect our business, financial condition or results of operations.**
Our future success will depend on the success of our exploitation, exploration, development and production activities. Our oil and natural gas exploration and production activities are subject to numerous risks beyond our control, including the risk that drilling will not result in commercially viable oil or natural gas production. Our decisions to purchase, explore, develop or otherwise exploit prospects or properties will depend in part on the evaluation of data obtained through geophysical and geological analyses, production data and engineering studies, the results of which are often inconclusive or subject to varying interpretations. Please read Reserve estimates depend on many assumptions that may turn out to be inaccurate. . . (below) for a discussion of the uncertainty involved in these processes. Our cost of drilling, completing and operating wells is often uncertain before drilling commences. Overruns in budgeted expenditures are common risks that can make a particular project uneconomical. Further, many factors may curtail, delay or cancel drilling, including the following: delays imposed by or resulting from compliance with regulatory requirements; pressure or irregularities in geological formations; shortages of or delays in obtaining equipment and qualified personnel; equipment failures or accidents; adverse weather conditions; reductions in oil and natural gas prices; title problems; and limitations in the market for oil and natural gas.
**Risks Relating to Legal, Regulatory, Privacy and Tax Matters**
**Legislative and regulatory initiatives related to global warming and climate change could have an adverse effect on our operations and the demand for oil and natural gas.**
The U.S. Congress and the EPA, in addition to some state and regional authorities, have in recent years considered legislation or regulations to reduce emissions of greenhouse gases, or GHGs. These efforts have included consideration of cap-and-trade programs, carbon taxes or fees, GHG reporting and tracking programs, and regulations that directly limit GHG emissions from certain sources. In the absence of federal GHG-limiting legislation, the EPA has determined that GHG emissions present a danger to public health and the environment and has adopted regulations that, among other things, restrict emissions of GHGs under existing provisions of the U.S. CAA. For example, the EPA has adopted and implemented regulations under existing provisions of the CAA that, among other things, establish permitting requirements for GHG, require that certain facilities meet best available control technology standards, and mandate annual reporting of GHG emissions.
The EPA also sought to address climate change through its GHG NSPS regulations pursuant to the Executive Order on Protecting Public Health and the Environment and Restoring Science to Tackle the Climate Crisis. Many state governments have established rules aimed at reducing greenhouse gas emissions, including greenhouse gas cap and trade programs. Most of these cap-and-trade programs work by requiring major sources of emissions to acquire and surrender emission allowances. It is difficult to predict the timing and certainty of such government actions and their ultimate effect, which could depend on, among other things, the type and extent of greenhouse gas reductions required, the availability and price of emissions allowances or credits, the availability and price of alternative fuel sources, the energy sectors covered, and the ability to recover the costs incurred through our operating agreements or the pricing of oil, natural gas, and other products.
**Oil and gas companies are subject to complex laws that can affect the cost, manner or feasibility of doing business.**
Exploration, development, production and sale of oil and natural gas are subject to extensive federal, state, local and international regulation. It is not possible to predict how or when regulations affecting operations might change. At the state level, New Mexicos consideration of legislation to prohibit certain uses of freshwater in fracking operations, implement new disclosure requirements, and increase penalties may affect the cost and feasibility of a companys business. It could be required to make large expenditures to comply with governmental regulations. Other matters subject to regulation include: discharge permits for drilling operations; drilling bonds; reports concerning operations; the spacing of wells; unitization and pooling of properties; and taxation.
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Under these laws, a company could be liable for personal injuries, property damage and other damages. Failure to comply with these laws also may result in the suspension or termination of its operations and subject it to administrative, civil and criminal penalties. Moreover, these laws could change in ways that substantially increase a companys costs. Any such liabilities, penalties, suspensions, terminations or regulatory changes could materially adversely affect the companys financial condition and results of operations.
**Our operations may incur substantial liabilities to comply with the environmental laws and regulations.**
Our oil and natural gas operations are subject to stringent federal, state and local laws and regulations relating to the release or disposal of materials into the environment or otherwise relating to environmental protection. These laws and regulations may require the acquisition of a permit before drilling commences, restrict the types, quantities and concentration of substances that can be released into the environment in connection with drilling and production activities, limit or prohibit drilling activities on certain lands lying within wilderness, wetlands and other protected areas, and impose substantial liabilities for pollution resulting from our operations. Failure to comply with these laws and regulations may result in the assessment of administrative, civil and criminal penalties, incurrence of investigatory or remedial obligations or the imposition of injunctive relief. Changes in environmental laws and regulations occur frequently, and any changes that result in more stringent or costly waste handling, storage, transport, disposal or cleanup requirements could require us to make significant expenditures to maintain compliance and may otherwise have a material adverse effect on our results of operations, competitive position or financial condition as well as the industry in general. Under these environmental laws and regulations, we could be held strictly liable for the removal or remediation of previously released materials or property contamination regardless of whether we were responsible for the release or if our operations were standard in the industry at the time they were performed. The amount of additional future costs is not fully determinable due to such factors as the unknown magnitude of possible contamination, the unknown timing and extent of the corrective actions or compliance efforts that may be required, the determination of the companys liability in proportion to other responsible parties, and the extent to which such costs are recoverable from third parties.
**Our proposed operations are subject to a series of risks arising out of the threat of climate change that could result in increased operating costs, limit the areas in which we may conduct oil and natural gas exploration and production activities, and reduce demand for the oil and natural gas we produce.**
In the United States, no comprehensive climate change legislation has been implemented at the federal level. Nevertheless, a number of regulations have been adopted and proposed which could result in significant changes to the oil and gas industry. For example, the release of methane into the environment is now strongly regulated and may require the dedication of additional funds for compliance. The adoption and implementation of new or more stringent international, federal or state legislation, regulations or other regulatory initiatives that impose more stringent standards for greenhouse gas (GHG) emissions from the oil and natural gas sector or otherwise restrict the areas in which this sector may produce oil and natural gas or generate GHG emissions could result in increased costs of compliance or costs of consuming, and thereby reduce demand for, oil and natural gas. Additionally, political, litigation and financial risks may result in us restricting or cancelling production activities, incurring liability for infrastructure damages as a result of climatic changes, or having an impaired ability to continue to operate in an economic manner. One or more of these developments could have a material adverse effect on our business, financial condition and results of operations. Further, the effects of climate change, such are more frequent and severe climate events could adversely affect our ability to produce, transport, or market any oil and gas we produce.
**Risks Relating to Our Capital Structure**
**We may be unable to access the equity or debt capital markets to meet our obligations.**
Our plans for growth may include accessing the capital markets. Recent reluctance to invest in the exploration and production sector based on market volatility, perceived underperformance and Environmental, Social and Governance (ESG) trends, among other things, has raised concerns regarding capital availability for the sector. If those markets are unavailable, or if we are unable to access alternative means of financing on acceptable terms, we may be unable to implement all of our development plans, make acquisitions or otherwise carry out our business strategy, which would have a material adverse effect on our financial condition and results of operations and impair our ability to service our indebtedness.
**We are an emerging growth company, and will be able to take advantage of reduced disclosure requirements applicable to these companies, which could make our common stock less attractive to investors.**
We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012, or JOBS Act, and, for as long as we continue to be an emerging growth company, we intend to take advantage of certain exemptions from various reporting requirements applicable to other public companies but not to emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a
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nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We could be an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1.235 billion, (ii) the date that we become a large accelerated filer as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.
As an emerging growth company, our financial statements may not be comparable to those of other companies because of the reduced reporting requirements of an emerging growth company. Further, we cannot predict if investors will find our common stock less attractive if we choose to rely on these exemptions. If some investors find our common stock less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our common stock and our stock price may be more volatile.
**Item 1B:****Unresolved Staff Comments**
None.
**Item 1C:****Cyber Security**
Given the Companys current exploration-stage operations, the Company maintains a limited information technology environment consisting primarily of locally maintained electronic records and physical documents stored at a secure location. The Company does not maintain in-house servers or operate a proprietary network infrastructure. To the extent electronic communications are utilized, the Company relies on commercially available email and standard business software platforms. Messrs. Rochford and Broaddrick are responsible for oversight as the only members of management and of the Board of Directors. We do not engage any assessors, consultants, auditors or other third parties in connection with our cybersecurity risk management at this time.
**Risk Management and Strategy**
The Companys cybersecurity risk management processes are designed to identify, assess, and manage risks from cybersecurity threats in a manner proportionate to its size and operational footprint. Management periodically evaluates potential risks to financial records, operational data, and confidential information, including risks arising from unauthorized access, phishing, business email compromise, and other common cyber threats. Given the Companys limited technology infrastructure, cybersecurity risk is primarily concentrated in access to electronic communications and financial reporting systems. The Company relies on standard security features embedded within commercially available software and service providers and expects such providers to maintain customary security safeguards. Given the Companys limited personnel and operations, the Board has not designated a separate committee for cybersecurity oversight.
**Managements Role**
Day-to-day responsibility for cybersecurity risk management resides with Messrs. Rochford and Broaddrick, who monitor access to Company records, maintain password protection protocols, and review any unusual account activity. In the event of a suspected cybersecurity incident, management would assess materiality, take remedial action, and, if appropriate, report the matter to the Board.
The Company may, in the future, engage third-party service providers or consultants to assist in evaluating cybersecurity risks as its operations expand.
As of the year ending December 31, 2025, Circle has had no cybersecurity incidents or been at risk from cybersecurity threats that have materially affected or were reasonably likely to materially affect our business strategy, results of operations or financial condition. While the Company has not identified any material cybersecurity incidents to date, no security measures can provide absolute assurance against all potential cybersecurity threats.
**Item 2:****Properties**
**Oil and Natural Gas Properties**
****
The Companys principal properties consist of oil and natural gas leasehold interests located in Andrews County, Texas. The Company is in the exploratory stage of development and has not established any proved reserves.
The Companys leasehold interests represent real property rights under Texas law, including drilling rights, working interests, and associated development rights. These interests constitute operating oil and gas assets typical of exploration-stage independent producers and are not passive investment assets. The Company is obligated under its farmout agreement to drill wells within specified timeframes in order to retain its acreage position.
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**Reserves**
As of December 31, 2025, the Company had no proved oil or natural gas reserves as defined under Rule 4-10(a) of Regulation S-X.
The Company has not completed an independent reserve evaluation of its acreage and has not classified any reserves as proved or probable. Accordingly, the Company has not prepared estimates of reserves or future net cash flows attributable to reserves.
**Acreage**
The following table summarizes gross and net developed and undeveloped acreage as of December 31, 2025 by region. Net acreage represents the Companys proportionate ownership interest in gross acreage. Acreage in which our interest is limited to royalty and overriding royalty interests is excluded.
| | | Developed Acreage | | Undeveloped Acreage | | Total Acreage | |
| | | Gross | | Net | | Gross | | Net | | Gross | | Net | |
| Central Basin Platform | | - | | - | | 80 | | 60 | | 80 | | 60 | |
| | | | | | | | | | | | | | |
| Total | | - | | - | | 80 | | 60 | | 80 | | 60 | |
As of December 31, 2025, all of the Companys acreage is classified as undeveloped. The Company has no developed acreage and no producing wells.
Leases of undeveloped acreage generally expire at the end of their respective primary terms unless production has been established prior to expiration of such primary term. If production is established, the lease typically remains in effect for so long as production continues in paying quantities, commonly referred to in the industry as Held-By-Production or HBP. In addition, leases may contain drilling or other development commitments, and failure to satisfy such commitments, if applicable, may result in termination or expiration of the lease in accordance with its terms.
The following table sets forth the gross and net undeveloped acreage, as of December 31, 2025, that is scheduled to expire over the next two years unless (i) drilling requirements are satisfied, or (ii) the lease is renewed or extended prior to its expiration date:
| | | 2025 | |
| | | Gross | | Net | |
| Total | | 80 | | 60 | |
**Wells**
As of December 31, 2025, the Company had no producing wells and no wells in the process of drilling or completion.
**Drilling Activity**
The Company did not drill any exploratory or development wells during the year ended December 31, 2025.
**Present Activities**
The Companys current activities are limited to evaluating its leasehold acreage, conducting geological review, and assessing potential drilling opportunities. The Company has not adopted a formal development plan and has not scheduled drilling activities.
Future development activities are subject to the availability of capital, commodity prices, regulatory approvals, and other economic factors.
**Delivery Commitments**
As of December 31, 2025, the Company had no delivery commitments for oil or natural gas.
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**Title to Properties**
The Company generally conducts customary due diligence, including a preliminary review of title, in connection with the acquisition of oil and natural gas leasehold interests. Prior to the commencement of drilling operations on any acreage, the Company would expect to conduct a more comprehensive title examination and address any material defects identified at that time.
The Company believes that title to its leasehold properties is satisfactory in accordance with standards generally accepted in the oil and natural gas industry, subject to customary exceptions and encumbrances that do not, in the aggregate, materially interfere with the use of the properties for their intended purpose.
Certain of the Companys interests may be held of record by third parties pursuant to lease assignments, participation agreements, or other contractual arrangements customary in the industry. Under such agreements, the Company generally has rights to its proportionate share of production and revenues and, where applicable, the right to have its interests placed of record.
The Companys leasehold interests are generally subject to royalty interests, overriding royalty interests, working interests, liens incident to operating agreements, current taxes, and other burdens customary in the oil and natural gas industry, as well as minor encumbrances, easements, and restrictions. The Company does not believe that any such burdens materially impair the value or use of its properties.
**Other Properties and Commitments**
Messrs. Rochford and Broaddrick work from home offices at no cost to the Company. We also maintain executive office-sharing space at nominal cost to the Company.
**Item 3:****Legal Proceedings**
In the ordinary course of business, we may be, from time to time, a claimant or a defendant in various legal proceedings. We do not presently have any material litigation pending or threatened requiring disclosure under this item.
**Item 4:****Mine safety disclosures**
Not applicable.
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**PART II**
**Item 5:****Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities**
**Market for our Common Stock**
Our common stock is quoted on OTCQB operated by OTC Markets Group Inc under the trading symbol CRCE. Our common stock has been quoted on the OTCQB since February 23, 2023.
**Record Holders**
As of March 3, 2026, there are approximately 57 registered holders of record of our common stock.
**Dividend Policy**
We do not currently anticipate paying any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the development and expansion of our business. Our future dividend policy is within the discretion of our Board of Directors and will depend upon various factors, including our business, financial condition, results of operations, capital requirements and investment opportunities.
**Recent Sales of Unregistered Securities**
During the fiscal year ended December 31, 2025, the Company did not sell any unregistered securities.
**Issuer Repurchases of Equity Securities**
The Company did not repurchase any shares of its common stock during the fiscal year ended December 31, 2025.
**Item 6:****Selected Financial Data**
The selected financial information set forth below is derived from our balance sheets and statements of operations as of and for the years ended December 31, 2025, 2024, 2023 and 2022 and the partial year ended December 31, 2021. The data set forth below should be read in conjunction with Managements Discussion and Analysis of Financial Condition and Results of Operations and the financial statements and related notes thereto included in this Annual Report.
| | | For the years ended December 31, | | For the partial year ended December 31, | |
| Statements of Operations Data: | | 2025 | | 2024 | | 2023 | | 2022 | | 2021 | |
| Revenues | | $- | | $- | | $- | | $- | | $- | |
| Cost of revenues | | - | | - | | - | | - | | - | |
| General and administrative | | 73,663 | | 63,936 | | 78,380 | | 63,095 | | 3,226 | |
| Net loss | | (73,663) | | (63,936) | | (78,380) | | (63,095) | | (3,226) | |
| | | | | | | | | | | | |
| Basic and Diluted Loss per share | | $(0.05) | | $(0.04) | | $(0.05) | | $(0.04) | | $(0.04) | |
| | | As of December 31, | |
| Balance Sheet Data: | | 2025 | | 2024 | | 2023 | | 2022 | | 2021 | |
| Current assets | | $125,965 | | $206,403 | | $275,857 | | $349,755 | | $239,650 | |
| Oil and gas properties not subject to amortization | | 39,500 | | 34,500 | | 34,500 | | 34,500 | | - | |
| Total assets | | 165,465 | | 240,903 | | 310,357 | | 384,255 | | 239,650 | |
| Total current liabilities | | 702 | | 2,477 | | 7,995 | | 3,513 | | 5,226 | |
| Total long-term liabilities | | - | | - | | - | | - | | - | |
| Total Stockholders' Equity | | 164,763 | | 240,903 | | 302,362 | | 380,742 | | 234,424 | |
**Item 7:****Managements Discussion and Analysis of Financial Condition and Results of Operations**
****
The following discussion and analysis should be read in conjunction with our accompanying financial statements and the notes to those financial statements included elsewhere in this Annual Report. The following discussion includes forward-looking statements that reflect our plans, estimates, and beliefs, and our actual results could differ materially from those discussed in these forward-looking statements as a result of many factors, including those discussed under Item 1A Risk Factors and elsewhere in this Annual Report.
**Overview**
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Circle was incorporated on December 7, 2021, as a Nevada company for the purpose of acting as an independent exploration and production company to engage in oil and natural gas development, production, acquisition, and exploration activities currently focused in Texas. We have acquired a 75% working interest in an 80-acre oil and gas lease located in Andrews County, Texas, and have entered into a joint venture agreement to explore the area of mutual interest surrounding the current lease for further acquisitions and development.
**Results of Operations and Known Trends or Future Events**
We are in our startup phase of operations and have not generated any revenues to date. Activities since inception include corporate organizational activities, our completed private offering, those activities necessary to prepare for the registration of shares for the Selling Stockholders, acquisition of our first oil and gas lease interest, and arrangements to expand operations in the current area of interest through a joint venture with a third party. We have incurred operating expenses related to legal and accounting services, and oil and gas lease acquisition costs. We expect to incur expenses to develop the oil and gas lease and anticipate increased expenses as a result of being a public company (for legal, financial reporting, accounting, and auditing compliance), as well as for due diligence expenses related to future oil and gas business growth. We expect our expenses to increase substantially as a result.
*Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024*
*Sales, production costs and production taxes*. The Company does not currently have any producing wells and thus has no production, sales, production costs or production taxes nor has it ever had any to date.
*Depreciation, depletion and amortization*. We have no production and our current oil and gas properties thus are not yet subject to amortization. Further, we have no depreciable assets.
*General and administrative expenses*. General and administrative expenses were $73,663 for year ended 2025, as compared to $63,936 for the year ended December 31, 2024. The increase is primarily related to an increase in legal costs related to evaluation of acquisition targets in 2025 as compared to 2024.
*Net loss*. The Company had net loss of $73,663 for year ended 2025, as compared to $63,936 for the year ended December 31, 2024. This increase in loss was the result of increased general and administrative costs.
*Known Trends and Uncertainties*
Our future results are dependent on our ability to obtain additional capital to drill exploratory wells and to retain our leasehold interests. We are also subject to commodity price volatility, inflation in drilling and service costs, and capital market conditions affecting small public oil and gas companies. Increases in drilling costs due to labor shortages, equipment availability, or inflationary pressures could materially increase the capital required to develop our properties.
In addition to pursuing development of our existing oil and natural gas leasehold interests, we periodically evaluate strategic opportunities that may complement or enhance stockholder value. Such opportunities may include asset acquisitions, joint ventures, financing transactions, or other strategic arrangements. No definitive agreement has been entered into with respect to any such transaction as of the date of this report.
**Liquidity and Capital Resources**
*Financing of Operations.* We used cash on hand from previous equity offerings, along with the funds from the issuance of the founders shares, to fund our operations during 2024 and 2025. Those operations consisted of maintaining the listing of the common stock of the Company on OTC Markets.
*Cash Flows.* There were no cash inflows during 2024 and 2025. We used cash in operating activity of $75,823 during the year ended December 31, 2025 and $69,314 for the year ended December 31, 2024. During 2025 we used cash in investing activities in the amount of $5,000 during the year ended December 31, 2025 with no similar cost expended in 2024.
As of December 31, 2025, we had cash on hand of $111,201 and working capital of $125,263, as compared to cash on hand of $192,024 and working capital of $203,926 as of December 31, 2024.
In addition to cash resources, the Company holds leasehold oil and gas interests carried at $39,500, representing acquisition costs of real property interests with development potential. These interests are not passive financial assets but constitute operating oil and gas property rights.
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*Contractual Obligations.* The Company has a short-term lease for executive office-sharing space in Tulsa, Oklahoma, at nominal cost to the Company.
**Subsequent Events**
Not applicable.
**Effects of Inflation and Pricing**
Because we are not currently producing oil or natural gas, inflation has primarily affected our general and administrative expenses, including professional fees and public company compliance costs. If we commence drilling operations, inflationary pressures in labor, drilling services, and equipment could materially increase development costs.
**Off-Balance Sheet Financing Arrangements****
As of December 31, 2025, we had no off-balance sheet financing arrangements.
**Critical Accounting Policies and Estimates**
Although we currently have no producing wells or proved reserves, we have adopted accounting policies applicable to oil and natural gas exploration and development companies.
Our discussion of financial condition and results of operations is based upon the information reported in our financial statements. The preparation of these statements requires us to make assumptions and estimates that affect the reported amounts of assets, liabilities, revenues and expenses as well as the disclosure of contingent assets and liabilities at the date of our financial statements. We base our assumptions and estimates on historical experience and other sources that we believe to be reasonable at the time. Actual results may vary from our estimates due to changes in circumstances, weather, politics, global economics, mechanical problems, general business conditions, and other factors. Our significant accounting policies are detailed in Note 1 to our financial statements included in this Annual Report. We have outlined below certain of these policies as being of particular importance to the portrayal of our financial position and results of operations and which require the application of significant judgment by our management.
*Revenue Recognition.* We have not generated any revenues to date. If and when production commences, we intend to account for revenues in accordance with Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606). Under this standard, revenue would be recognized when control of produced crude oil or natural gas is transferred to the customer.
*Full Cost Method of Accounting.* We account for our oil and natural gas operations using the full cost method of accounting. Under this method, all costs (internal or external) associated with property acquisition, exploration, and development of oil and gas reserves are capitalized. Costs capitalized include acquisition costs, geological and geophysical expenditures, lease rentals on undeveloped properties and cost of drilling and equipping productive and non-productive wells. Drilling costs include directly related overhead costs. All of our properties are located within the continental United States. As of December 31, 2025, we have not capitalized any drilling costs and have no proved reserves subject to depletion.
*Write-down of Oil and Natural Gas Properties*.Companies that use the full cost method of accounting for oil and natural gas exploration and development activities are required to perform a ceiling test calculation each quarter. The full cost ceiling test is an impairment test prescribed by SEC Regulation S-X Rule 4-10. The ceiling test is performed quarterly utilizing the average of prices in effect on the first day of the month for the preceding twelve-month period in accordance with SEC Release No.33-8995. The ceiling limits such pooled costs to the aggregate of the present value of future net revenues attributable to proved crude oil and natural gas reserves discounted at 10%, plus the lower of cost or market value of unproved properties, less any associated tax effects. If such capitalized costs exceed the ceiling, the Company will record a write-down to the extent of such excess as a non-cash charge to earnings. Any such write-down will reduce earnings in the period of occurrence and results in a lower depletion, depreciation, and amortization rate in future periods. A write-down may not be reversed in future periods even though higher oil and natural gas prices may subsequently increase the ceiling.
*Oil and Natural Gas Reserve Quantities.* Reserve quantities and the related estimates of future net cash flows affect our periodic calculations of depletion and impairment of our oil and natural gas properties. Proved oil and natural gas reserves are the estimated quantities of crude oil, natural gas and natural gas liquids which geological and engineering data demonstrate with reasonable certainty to be recoverable in future periods from known reservoirs under existing economic and operating conditions. As of December 31, 2025, we have not established any proved reserves.
*Income Taxes.* Deferred income taxes are provided for the difference between the tax basis of assets and liabilities and the carrying amount in our financial statements. This difference will result in taxable income or deductions in future years when the reported
23
amount of the asset or liability is settled. Since our tax returns are filed after the financial statements are prepared, estimates are required in valuing tax assets and liabilities. We record adjustments to the actual values in the period we file our tax returns. As the Company currently has no revenues, there is reasonable doubt as to the realizability of any deferred tax assets. For the years ended December 31, 2025 and 2024, we recorded a valuation allowance against our deferred tax asset of $15,469 and $13,427, respectively.
**Item 7A:Quantitative and Qualitative Disclosures About Market Risk**
*Commodity Price Risk*
Our major market risk exposure is in the pricing applicable to our oil and natural gas production. Market risk refers to the risk of loss from adverse changes in oil and natural gas prices. Realized pricing is primarily driven by the prevailing domestic price for crude oil and spot prices applicable to the region in which we produce natural gas. Historically, prices received for oil and natural gas production have been volatile and unpredictable. We expect pricing volatility to continue.
Please also see Item 1A Risk Factors above for a discussion of other risks and uncertainties we face in our business.
**Item 8:****Financial Statements and Supplementary Data**
The financial statements and supplementary data required by this item are included beginning at page F-1 following the signature page of this Annual Report. As of December 31, 2025 and 2024, the Company had no proved oil or natural gas reserves. Accordingly, no standardized measure of discounted future net cash flows is presented.
**Item 9:****Changes in and Disagreements with Accountants and Accounting and Financial Disclosure**
None.
**Item 9A:****Controls and Procedures**
*Evaluation of disclosure controls and procedures.*
Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 15d-15 under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls and procedures were effective as of December 31, 2025, at the reasonable assurance level. Because the Company has a limited number of personnel and no employees, there are inherent limitations on the segregation of duties within its internal control structure. Management believes that such limitations are mitigated by the active involvement of senior management and oversight by the Board of Directors.
*Changes in internal control over financial reporting.*
There were no changes in our internal control over financial reporting that occurred during the fiscal year ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Managements Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of our company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the companys assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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Management assessed our internal control over financial reporting as of December 31, 2025, the end of our fiscal year. Management based its assessment on criteria established in *Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013)*. Managements assessment included evaluation of such elements as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment.
Based on this assessment, management concluded that the Companys internal control over financial reporting was effective as of December 31, 2025, at the reasonable assurance level.
This Annual Report does not include an attestation report of the Companys independent registered public accounting firm regarding internal control over financial reporting. Managements assessment of internal control over financial reporting is not subject to attestation by the Companys independent registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit smaller reporting companies to provide only managements report.
**Item 9B:****Other Information**
None.
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**PART III**
**Item 10:****Directors, Executive Officers and Corporate Governance**
The following table sets forth information regarding our executive officers and directors as of December 31, 2025. Our Board of Directors (Board) believes that all the directors named below are highly qualified and have the skills and experience required for effective service on the Board. The directors and officers individual biographies below contain information about their experience, qualifications and skills.
| Name | | Age | | Positions | |
| | | | | | |
| Lloyd T. Rochford | | 79 | | Chairman of the Board of Directors, Chief Executive Officer, President | |
| William R. Broaddrick | | 48 | | Chief Financial Officer, Secretary, Treasurer, Director | |
Each director serves until the next annual meeting of stockholders and until his successor is duly elected and qualified, or until his earlier resignation or removal.
Messrs. Rochford and Broaddrick joined the Board at formation in December 2021. There are no family relationships between any director or executive officer or person nominated or chosen to become a director or officer of the Company.
The following biographies describe the business experience of our executive officers and directors:
**Lloyd T. (Tim) Rochford.** Mr. Rochford has been active as an individual consultant and entrepreneur in the oil and gas industry since 1973. During that time, he has been an operator of wells in the mid-continent of the United States, evaluated leasehold drilling and production projects, and arranged and raised approximately $1 billion in private and public financing for oil and gas projects and development. Mr. Rochford has successfully established, operated, developed and sold/merged multiple natural resource companies, two of which were listed on the New York Stock Exchange.
The two most recent ventures, as previously noted, were Arena Resources, Inc. and Ring Energy, Inc. At Arena, Mr. Rochford led the company through both private and public equity transactions totaling in excess of $290 million and established a revolving credit facility, which was utilized for as much as $36.5 million, though it had a borrowing base of as much as $150 million. At Ring, Mr. Rochford led the company through both private and public equity transactions totaling in excess of $465 million and established a revolving credit facility, which was utilized for as much as $366.5 million, though it had a borrowing base of as much as $425 million.
Mr. Rochford was a co-founder of Arena in 2000 and over the years 2000 through 2010 served as a director, Executive Chairman and CEO during different stages of his tenure. During his tenure, Arena received numerous accolades from publications such as *Business Week* (2007 Hot Growth Companies), *Entrepreneur* (2007 Hot 500), *Fortune* (2007, 2008, 2009 Fastest Growing Companies), *Fortune Small Business* (2007, 2008 Fastest Growing Companies) and *Forbes* (Best Small Companies of 2009). Through Mr. Rochfords efforts, Arena entered into a merger agreement and was acquired by a New York Stock Exchange company for $1.6 billion in July, 2010. More recently, in 2011 Mr. Rochford co-founded Stanford Energy, Inc. which completed a reverse merger with Ring in 2012, at which time Mr. Rochford was appointed to the Board. In January 2013, Mr. Rochford was appointed Executive Chairman of the Board. As Chairman, Mr. Rochford led Ring through years of tumultuous commodity pricing and through the initial phases and impacts of the COVID epidemic. Led by Mr. Rochfords recommendation, the Board concluded that a fresh approach was needed to continue Rings success, and the Board approved a transition which resulted in changes of multiple Board members and all senior executive positions and also included relocation the headquarters and the accounting offices.
In addition to Mr. Rochfords excellence within the oil and gas industry, he has done extraordinary things through his foundation and in various other philanthropic endeavors. Much of his efforts have been focused on assisting children in need. The centerpiece of these efforts is the Burrage Mansion in Redlands, California. Mr. Rochford bought and restored this historical property and through his foundation has turned the property into a sanctuary dedicated to the well-being and happiness of children in need. As a result of Mr. Rochfords various and extensive philanthropic work, he has received a multitude of recognition.
**William R. (Randy) Broaddrick.** Mr. Broaddrick was employed from 1997 to 2000 with Amoco Production Company, performing lease revenue accounting and state production tax regulatory reporting functions. In 1999, Mr. Broaddrick received a bachelors degree in Accounting from Langston University through Oklahoma State University Tulsa. During 2000, Mr. Broaddrick was employed by Duke Energy Field Services, LLC, performing state production tax functions. From 2001 until 2010, Mr. Broaddrick was employed by Arena Resources, as Vice President and Chief Financial Officer. During 2011, Mr. Broaddrick joined Stanford Energy, Inc. as Chief Financial Officer. Following the merger transaction between Stanford Energy and Ring, Mr. Broaddrick became Chief Financial Officer of Ring as of July 2012. Mr. Broaddrick resigned from Ring Energy, Inc. in March 2021 as part of the headquarters relocation and company leadership changes.
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**Director Independence**
Our common stock is quoted on the OTCQB marketplace, which does not require a majority of independent directors. The Board has evaluated the independence of its directors using the independence standards of the NYSE American. Under this standard, the Board has determined that neither Mr. Rochford nor Mr. Broaddrick qualifies as an independent director.
**Number and Terms of Office of Officers and Directors**
Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices as it deems appropriate.
**Committees**
Because of its small size, the Board of Directors carries out the duties of the committees. We do not have compensation, nominating, or other standing committees of the Board of Directors. We also do not have a separately designated audit committee. The full Board of Directors performs the functions of an audit committee. Because we do not have any independent directors, our Board does not have a member who qualifies as an audit committee financial expert as defined under Item 407(d)(5) of Regulation S-K.
**Legal Proceedings**
During the past ten years, none of our directors or executive officers has been involved in any legal proceedings required to be disclosed under Item 401(f) of Regulation S-K.
**Code of Ethics**
We have adopted a Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer, and persons performing similar functions, as well as to other employees and directors. The Code of Ethics is available upon request without charge. Requests may be directed to the Companys principal executive offices.
**Section 16(a) Beneficial Ownership Reporting Compliance**
Section 16(a) of the Securities Exchange Act of 1934 applies only to issuers that have a class of equity securities registered under Section 12 of the Exchange Act. Because the Company does not have any class of equity securities registered under Section 12 and is reporting pursuant to Section 15(d) of the Exchange Act, Section 16(a) is not applicable to the Company, and its directors, executive officers, and beneficial owners are not subject to Section 16(a) reporting requirements.
**Item 11:****Executive Compensation**
As a smaller reporting company, we have provided executive compensation disclosure in accordance with the scaled disclosure requirements of Item 402 of Regulation S-K. During the fiscal years ended December 31, 2025 and 2024, none of our executive officers or directors received any cash compensation, equity compensation, or other compensation for services rendered to the Company.
**Summary Compensation Table**
The following table sets forth information concerning the compensation of our principal executive officer and our other executive officers for the fiscal years ended December 31, 2025 and 2024.
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | |
| Lloyd T. Rochford, Chief Executive Officer | 2025 | - | - | - | - | - | - | - | |
| | 2024 | - | - | - | - | - | - | - | |
| William R. Broaddrick, Chief Financial Officer | 2025 | - | - | - | - | - | - | - | |
| | 2024 | - | - | - | - | - | - | - | |
No executive officer received any compensation, whether in cash or non-cash form, during the periods presented. No compensation was accrued but unpaid.
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**Equity Compensation Plans**
On July 11, 2023, the Board of Directors adopted the Circle Energy, Inc. 2023 Long-Term Incentive Plan (the 2023 Plan). On the same date, the 2023 Plan was approved by the Companys stockholders by written majority consent.
The 2023 Plan authorizes the grant of incentive stock options, non-statutory stock options, and restricted stock awards to employees, directors, and certain consultants and advisors of the Company and its subsidiaries. The purpose of the 2023 Plan is to provide long-term incentives, align the interests of eligible participants with those of the Companys stockholders, and assist the Company in attracting and retaining qualified personnel.
The maximum aggregate number of shares of the Companys common stock that may be issued under the 2023 Plan is 250,000 shares, subject to adjustment for stock splits, recapitalizations, and similar transactions as provided in the plan.
No equity awards were granted to any named executive officer during the fiscal year ended December 31, 2025. As of December 31, 2025, no awards were outstanding under the 2023 Plan.
**Outstanding Equity Awards at Fiscal Year-End**
As of December 31, 2025, none of our executive officers held any outstanding stock options, restricted stock awards, restricted stock units, or any other equity-based awards.
**Employment Agreements and Compensation Arrangements**
We do not have employment agreements with any of our executive officers. No executive officer is entitled to severance, change-in-control payments, or other post-termination compensation arrangements.
Our executive officers and directors may be reimbursed for reasonable out-of-pocket expenses incurred on our behalf. No such reimbursements constituted compensation during the fiscal years ended December 31, 2025 or 2024.
**Director Compensation**
The following table sets forth compensation information for our directors for the fiscal years ended December 31, 2025 and 2024.
| Name | Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | |
| Lloyd T. Rochford | 2025 | - | - | - | - | - | - | |
| | 2024 | - | - | - | - | - | - | |
| William R. Broaddrick | 2025 | - | - | - | - | - | - | |
| | 2024 | - | - | - | - | - | - | |
No director received compensation for service during the periods presented.
**Compensation Philosophy and Future Compensation**
To date, our executive officers and directors have not received compensation for services rendered to the Company. In the future, the Board of Directors may determine to compensate executive officers and directors based on the Companys financial condition, operational development, and industry practices. Any such compensation arrangements will be approved by the Board of Directors and, if required, by a committee of independent directors.
The Company currently has no pension, retirement, or deferred compensation.
**Item 12:****Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters**
The following table sets forth certain information furnished by current management and others, concerning the ownership of our Common Stock by (i)each person who is known to us to be the beneficial owner of more than five percent of our Common Stock, without regard to any limitations on conversion or exercise of convertible securities or warrants; (ii)all directors and named executive officers; and (iii)our directors and executive officers as a group. The mailing address for each of the persons indicated in the table below is our corporate headquarters. Thepercentage ownership is based on 1,530,000 shares of common stock outstanding at March 23, 2026.
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| | | Shares of Common Stock Beneficially Owned | |
| Name of Beneficial Owners | | Number | | Percent | |
| | | | | | |
| Lloyd T. Rochford, CEO & Chairman of the Board | | 1,050,000 | | 68.6% | |
| | | | | | |
| William R. Broaddrick, CFO & Director | | 100,000 | | 6.5% | |
| | | | | | |
| All directors and executive officers as a group (2 persons) | | 1,150,000 | | 75.2% | |
As a result of their beneficial ownership, our executive officers and directors are able to control matters requiring stockholder approval.
Beneficial ownership is determined under the rulesof the Securities and Exchange Commission. In general, these rulesattribute beneficial ownership of securities to persons who possess sole or shared voting power and/or investment power with respect to those securities and includes, among other things, securities that an individual has the right to acquire within 60days. There are no outstanding options, warrants, convertible securities, or other rights exercisable within 60 days of the date of this table. Unless otherwise indicated, the stockholders identified in the foregoing table have sole voting and investment power with respect to all shares shown as beneficially owned by them.
We are not aware of any other person who beneficially owns more than five percent of our outstanding common stock.
**Equity Compensation Plan Information**
The following table provides information as of December 31, 2025 with respect to the Companys equity compensation plans:
| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) | |
| Equity compensation plans approved by security holders | - | $ - | 250,000 | |
| Equity compensation plans not approved by security holders | - | $ - | - | |
| Total | - | $ - | 250,000 | |
The Company has not issued any options, warrants, or other equity-based awards.
**Item 13:****Certain Relationships and Related Transactions, and Director Independence**
**Related Party Transactions**
The following includes transactions since January 1, 2024, in which the Company was or is to be a participant and in which any director, executive officer, or beneficial owner of more than five percent of our common stock, or any immediate family member of the foregoing, had or will have a direct or indirect material interest.
**Reimbursement of Expenses**
As of December 31, 2025, the Company had accrued $110 payable to Mr. Broaddrick representing reimbursement of out-of-pocket shipping expenses incurred by him on the Companys behalf in the ordinary course of business.
Other than as described above, there have been no transactions since January 1, 2024, in which the amount involved exceeded $120,000, or one percent of our total assets, and in which any related person had a direct or indirect material interest.
29
**Policies and Procedures Regarding Related Party Transactions**
The Company has not adopted a written policy specifically governing the review and approval of related party transactions. However, any proposed transaction between the Company and a director, executive officer, or significant stockholder is presented to the Board of Directors for review and approval. In considering such transactions, the Board evaluates whether the transaction is fair to the Company and on terms comparable to those that could be obtained in an arms-length transaction.
**Limitation on Liability and Indemnification**
Our Articles of Incorporation provide that our directors are not individually liable to the Company or its stockholders for monetary damages except as limited by Nevada law. Our Bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by Nevada law. These provisions may have the effect of reducing the likelihood of derivative litigation against our directors and officers and may discourage or deter stockholders from bringing a lawsuit against our directors for breach of their fiduciary duties.
**Item 14:****Principal Accounting Fees and Services**
The Board of Directors selected Haynie & Company as the Companys independent registered public accounting firm for the fiscal years ended December 31, 2024 and 2025.
**Fees and Independence**
*Audit Fees*. The aggregate fees for professional services rendered by Haynie & Company for the audit of the Companys annual financial statements and review of financial statements included in the Companys Forms 10-Q for the fiscal years ended December 31, 2025, and December 31, 2024, were as follows:
| Fee Category | 2025 | 2024 | |
| Audit Fees | $25,000* | $24,000 | |
| Audit-Related Fees | $0 | $0 | |
| Tax Fees | $4,500 | $0 | |
| All Other Fees | $0 | $0 | |
| Total Fees | $29,500 | $24,000 | |
*Includes $12,000 for quarterly reviews and $13,000 for the annual audit for fiscal year 2025.
*Audit Related Fees*.** There were no audit-related fees billed for the fiscal years ended December 31, 2025 or 2024.
*Tax Fees*. Tax fees consisted of professional services rendered for tax compliance services
*All Other Fees*. There were no other fees billed for services rendered during the fiscal years ended December 31, 2025 or 2024.
**Pre-Approval Policies and Procedures**
The Company does not have a separately designated audit committee. The full Board of Directors performs the functions of an audit committee. The Board is responsible for the appointment, compensation, retention, and oversight of the independent registered public accounting firm.
All audit and non-audit services provided by Haynie & Company during the fiscal years ended December 31, 2025 and 2024 were approved in advance by the Board of Directors. No services were approved pursuant to the de minimis exception under Rule 2-01(c)(7)(i)(C) of Regulation S-X.
30
**PART IV**
**Item 15:****Exhibits, Financial Statement Schedules**
| | (a) | Financial Statements | |
The following financial statements are filed with this Annual Report:
| Report of Independent Registered Public Accounting Firm | |
| | |
| Balance Sheets as of December 31, 2025 and 2024 | |
| | |
| Statements of Operations for the years ended December 31, 2025 and 2024 | |
| | |
| Statements of Stockholders Equity for the years ended December 31, 2025 and 2024 | |
| | |
| Statements of Cash Flows for the years ended December 31, 2025 and 2024 | |
| | |
| Notes to Financial Statements | |
| | |
| Supplemental Information on Oil and Gas Producing Activities | |
31
| | (b) Exhibits
| Incorporated by Reference | | |
| Exhibit Number |
Exhibit Description |
Form |
File No. |
Exhibit |
Filing Date | Filed
Here-with | |
| 3.1 | Amended and Restated Articles of Incorporation | 8-K | 333-263384 | 3.1 | 7/13/23 | | |
| 3.2 | Current Bylaws | S-1 | 333-263384 | 3.2 | 3/9/22 | | |
| 10.1 | Farmout Agreement and Conditional Lease Assignment dated May 16, 2022 | S-1/A | 333-263384 | 10.1 | 05/23/22 | | |
| 10.2 | Joint Venture Agreement dated May 17, 2022 [portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K] | S-1/A | 333-263384 | 10.2 | 06/14/22 | | |
| 14.1 | Code of Ethics | 10-K | 333-263384 | 14.1 | 03/01/24 | | |
| 31.1 | Rule 15d-14(a) Certification by Chief Executive Officer | | | | | X | |
| 31.2 | Rule 15d-14(a) Certification by Chief Financial Officer | | | | | X | |
| 32.1 | Section 1350 Certification by Chief Executive Officer | | | | | X | |
| 32.2 | Section 1350 Certification by Chief Financial Officer | | | | | X | |
| 101. | INS | Inline XBRL Instance Document | X | |
| 101. | SCH | Inline XBRL Taxonomy Extension Schema Document | X | |
| 101. | CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | |
| 101. | DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | |
| 101. | LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X | |
| 101. | PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | | |
**Item 16:****Form 10-K Summary.**
None
[SIGNATURE PAGE FOLLOWS]
32
**SIGNATURES**
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Circle Energy, Inc. | | |
| | | | |
| By: | /s/ Lloyd T. Rochford | | |
| | Mr. Lloyd T. Rochford | | |
| | Chief Executive Officer
(Principal Executive Officer) | | |
| | | | |
| Date: March 24, 2026 | | |
| | | | |
| By: | /s/ William R. Broaddrick | | |
| | Mr. William R. Broaddrick | | |
| | Chief Financial Officer
(Principal Financial and Accounting Officer) | | |
| | | | |
| Date: March 24, 2026 | | |
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
| /s/ Lloyd T. Rochford | | /s/ William R. Broaddrick | |
| Mr. Lloyd T. Rochford | | Mr. William R. Broaddrick | |
| Director | | Director | |
| | | | |
| Date: March 24, 2026 | | Date: March 24, 2026 | |
**Supplemental Information to be Furnished with Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act.**
No annual report or proxy statement, form of proxy or other proxy soliciting material was sent or provided to shareholders during the year ended December 31, 2025.
33
**CIRCLE ENERGY, INC.**
**INDEX TO FINANCIAL STATEMENTS**
| | Page | |
| | | |
| Report of Independent Registered Public Accounting Firm (PCAOB ID: 457) | F-2 | |
| | | |
| Balance Sheets | F-3 | |
| | | |
| Statements of Operations | F-4 | |
| | | |
| Statements of Stockholders Equity | F-5 | |
| | | |
| Statements of Cash Flows | F-6 | |
| | | |
| Notes to Financial Statements | F-7 | |
| | | |
F-1
**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
To the Board of Directors and
Stockholders of Circle Energy, Inc.
**Opinion on the Financial Statements**
We have audited the accompanying balance sheets of Circle Energy, Inc. (the Company) as of December 31, 2025 and 2024, and the related statements of operations, stockholders equity, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
**Basis for Opinion**
These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys 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 Companys internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
*/s/ Haynie & Company*
| | |
| Haynie & Company | | |
| Salt Lake City Utah | |
| | | |
| March 24, 2026 | | |
| | | |
We have served as the Companys auditor since 2022.
F-2
**CIRCLE ENERGY, INC.**
**BALANCE SHEETS**
| As of December 31, | | 2025 | | 2024 | |
| ASSETS | | | | | |
| Current Assets | | | | | |
| Cash and cash equivalents | | $111,201 | | $192,024 | |
| Prepaid assets and retainers | | 14,764 | | 14,379 | |
| Total Current Assets | | 125,965 | | 206,403 | |
| Properties and Equipment | | | | | |
| Oil and natural gas properties not subject to amortization | | 39,500 | | 34,500 | |
| Total Properties and Equipment | | 39,500 | | 34,500 | |
| Total Assets | | $165,465 | | $240,903 | |
| | | | | | |
| LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | |
| Current Liabilities | | | | | |
| Accounts payable | | $702 | | $2,477 | |
| Total Current Liabilities | | 702 | | 2,477 | |
| Total Liabilities | | 702 | | 2,477 | |
| | | | | | |
| Commitments and Contingencies (Note 12) | | - | | - | |
| | | | | | |
| Stockholders' Equity | | | | | |
| Common stock - $0.001 par value; 150,000,000 shares authorized;1,530,000 and 1,530,000 shares issued and outstanding, respectively | | 1,530 | | 1,530 | |
| Preferred stock - 50,000,000 shares authorized; no shares outstanding | | - | | - | |
| Additional paid-in capital | | 445,533 | | 445,533 | |
| Accumulated deficit | | (282,300) | | (208,637) | |
| Total Stockholders' Equity | | 164,763 | | 238,426 | |
| Total Liabilities and Stockholders' Equity | | $165,465 | | $240,903 | |
The accompanying notes are an integral part of these financial statements.
F-3
**CIRCLE ENERGY, INC.**
**STATEMENTS OF OPERATIONS**
| For the years ended December 31, | | | 2025 | | 2024 | |
| | | | | | | | | |
| Revenues | | $- | | $- | |
| | | | | | | | | |
| Costs and Operating Expenses | | | | | |
| | General and administrative expense | | 73,663 | | 63,936 | |
| | | | | | | | | |
| Total Costs and Operating Expenses | | 73,663 | | 63,936 | |
| | | | | | | | | |
| Loss from Operations | | (73,663) | | (63,936) | |
| | | | | | | | | |
| Net Other Income (Expense) | | - | | - | |
| | | | | | | | | |
| Loss Before Provision for Income Taxes | | (73,663) | | (63,936) | |
| | | | | | | | | |
| Benefit from (Provision for) Income Taxes | | - | | - | |
| | | | | | | | | |
| Net Loss | | $(73,663) | | $(63,936) | |
| | | | | | | | | |
| Basic and Diluted Loss per share | | $(0.05) | | $(0.04) | |
| | | | | | | | | |
The accompanying notes are an integral part of these financial statements.
F-4
**CIRCLE ENERGY, INC.**
**STATEMENTS OF STOCKHOLDERS EQUITY**
| | | | | | Additional | | Retained Earnings | | Total | |
| | Common Stock | | Paid-in | (Accumulated | Stockholders' | |
| | Shares | Amount | | Capital | | Deficit) | | Equity | |
| Balance, December 31, 2023 | 1,530,000 | | $1,530 | | $445,533 | | $(144,701) | | $302,362 | |
| | | | | | | | | | | |
| Net loss | - | | - | | - | | (63,936) | | (63,936) | |
| Balance, December 31, 2024 | 1,530,000 | | $1,530 | | $445,533 | | $(208,637) | | $238,426 | |
| | | | | | | | | | | |
| Net loss | - | | - | | - | | (73,663) | | (73,663) | |
| Balance, December 31, 2025 | 1,530,000 | | $1,530 | | $445,533 | | $(282,300) | | $164,763 | |
| | | | | | | | | | | |
The accompanying notes are an integral part of these financial statements.
F-5
**CIRCLE ENERGY, INC.**
**STATEMENTS OF CASH FLOWS**
| For the years ended December 31, | | 2025 | | 2024 | |
| Cash Flows From Operating Activities | | | | | |
| | Net loss | | $(73,663) | | $(63,936) | |
| | Adjustments to reconcile net loss to net cash provided by operating activities: | | | | | |
| | Changes in assets and liabilities: | | | | | |
| | Prepaid expenses and retainers | | (385) | | 140 | |
| | Accounts payable | | (1,775) | | (1,643) | |
| | Accounts payable to related parties | | - | | (3,875) | |
| | Net Cash Provided by (Used in) Operating Activities | | (75,823) | | (69,314) | |
| Cash Flows From Investing Activities | | | | | |
| | Purchase of unproven oil and gas properties | | (5,000) | | - | |
| | Net Cash Used in Investing Activities | | (5,000) | | - | |
| Cash Flows From Financing Activities | | | | | |
| | Proceeds from founding shares issuance | | - | | - | |
| | Proceeds from issuance of common stock, net of offering costs | | - | | - | |
| | Net Cash Provided by Financing Activities | | - | | - | |
| Net Increase (Decrease) in Cash | | (80,823) | | (69,314) | |
| Cash at Beginning of Period | | 192,024 | | 261,338 | |
| Cash at End of Period | | $111,201 | | $192,024 | |
| Supplemental Cash Flow Information | | | | | |
| | Cash paid for interest | | $57 | | $- | |
The accompanying notes are an integral part of these financial statements.
F-6
**CIRCLE ENERGY, INC.**
**NOTES TO FINANCIAL STATEMENTS**
**NOTE 1 ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
****
**Organization and Nature of Operations **Circle Energy, Inc. is a Nevada corporation. Circle Energy, Inc. is referred to herein as the Company. The Company owns interests in oil and natural gas properties located in Texas and is engaged primarily in the acquisition, exploration and development of oil and natural gas properties.
**Use of Estimates** The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (US GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
**Fair Value Measurements** Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Financial Accounting Standards Board (FASB) has established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy consists of three broad levels. Level1 inputs are the highest priority and consist of unadjusted quoted prices in active markets for identical assets and liabilities. Level2 are inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. Level3 are unobservable inputs for an asset or liability.
**Fair Values of Financial Instruments** The carrying amounts accounts payable and other current assets and liabilities approximate fair value because of the short-term maturities and/or liquid nature of these assets and liabilities.
**Fair Value of Non-financial Assets and Liabilities** The Company also applies fair value accounting guidance to initially, or as events dictate, measure non-financial assets and liabilities such as those obtained through business acquisitions, property and equipment and asset retirement obligations. Fair value may be estimated using comparable market data, a discounted cash flow method, or a combination of the two as considered appropriate based on the circumstances. Under the discounted cash flow method, estimated future cash flows are based on managements expectations for the future and include estimates of future oil and natural gas production or other applicable sales estimates, operational costs and a risk-adjusted discount rate. The Company may use the present value of estimated future cash inflows and/or outflows or third-party offers or prices of comparable assets with consideration of current market conditions to value its non-financial assets and liabilities when circumstances dictate determining fair value is necessary. Given the significance of the unobservable nature of a number of the inputs, these are considered Level 3 on the fair value hierarchy.
**Concentration of Credit Risk** Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of cash. The Company places its cash with a high credit quality financial institution.
**Cash and Cash Equivalents** The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
**Oil and Natural Gas Properties** The Company uses the full cost method of accounting for oil and natural gas properties. Under this method, all costs (direct and indirect) associated with acquisition, exploration, and development of oil and natural gas properties are capitalized. Costs capitalized include acquisition costs, geological and geophysical expenditures, lease rentals on undeveloped properties and costs of drilling and equipping productive and non-productive wells. Drilling costs include directly related overhead costs. Capitalized costs are categorized either as being subject to amortization or not subject to amortization. Currently, the Company has yet to incur any drilling costs and has no proven reserves.
The Company records a liability in the period in which an asset retirement obligation (ARO) is incurred, in an amount equal to the discounted estimated fair value of the obligation that is capitalized. Thereafter this liability is accreted up to the final retirement cost. An ARO is a future expenditure related to the disposal or other retirement of certain assets. The Companys ARO relates to future plugging and abandonment expenses of its oil and natural gas properties and related facilities disposal.
All capitalized costs of oil and natural gas properties, including the estimated future costs to develop proved reserves and estimated future costs to plug and abandon wells and costs of site restoration, less the estimated salvage value of equipment associated with the oil and natural gas properties, are amortized on the unit-of-production method using estimates of proved reserves as determined by independent petroleum engineers. If the results of an assessment indicate that the properties are impaired, the amount of the impairment is offset to the capitalized costs to be amortized. As the Company has no production and its properties are currently not subjection to amortization, no depletion expense has yet been incurred.
F-7
In addition, capitalized costs less accumulated depreciation, depletion and amortization and related deferred income taxes shall not exceed an amount (the full cost ceiling) equal to the sum of:
1) the present value of estimated future net revenues discounted ten percent computed in compliance with SEC guidelines;
2) plus the cost of properties not being amortized;
3) plus the lower of cost or estimated fair value of unproven properties included in the costs being amortized;
4) less income tax effects related to differences between the book and tax basis of the properties.
To date, our only capitalized costs are lease acquisition costs. As we have not yet incurred any drilling costs and have yet to record any proven reserves, those capitalized costs are reflected in our financial statements as Oil and natural gas properties not subject to amortization. We evaluate these costs for impairment based on lease acquisition costs of similar acreage and on internally prepared estimates of unproven reserves. We have not recorded any impairment against our Oil and natural gas properties not subject to amortization.
**Land, Buildings, Equipment and Leasehold Improvements** Land, buildings, equipment and leasehold improvements are carried at historical cost, adjusted for impairment loss and accumulated depreciation. Historical costs include all direct costs associated with the acquisition of land, buildings, equipment and leasehold improvements and placing them in service.
Depreciation of buildings equipment, software and leasehold improvements is calculated using the straight-line method based upon the following estimated useful lives:
| Leasehold improvements | | 3-10 years | |
| Office equipment and software | | 3-7 years | |
| Equipment | | 5-10 years | |
The Company currently has no land, buildings, equipment or leasehold improvements and thus does not record any depreciation expense.
**Revenue Recognition** The Company accounts for revenues according to Accounting Standards Update (ASU) 2014-09*Revenues from Contracts with Customers (Topic 606)*(ASU 2014-09). The Company does not currently have any revenues.
**Income Taxes** Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes. Deferred taxes are provided on differences between the tax bases of assets and liabilities and their reported amounts in the financial statements, and tax carry forwards. Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. No provision has been made for income taxes as the Company has not recorded or received any revenues.
For the years ended December 31, 2025 and 2024, the Company recorded a full valuation allowance against the deferred tax asset of $15,469 and $13,427, respectively. As the Company currently has no revenues there is reasonable doubt as to the realizability of this deferred tax asset. With the allowance taken as of December 31, 2025, the Company has a valuation allowance of $59,282.
**Accounting for Uncertainty in Income Taxes** In accordance with generally accepted accounting principles, the Company has analyzed its filing positions in all jurisdictions where it is required to file income tax returns for the open tax years in such jurisdictions. The Company has identified its federal income tax return as a major tax jurisdiction. Therefore, the Company has no significant reserves for uncertain tax positions and no adjustments to such reserves were required by generally accepted accounting principles. No significant interest or penalties have been levied against the Company and none are anticipated; therefore, no interest or penalty has been included in our provision for income taxes in the statements of operations.****
****
**Earnings (Loss) Per Share** Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the year. Diluted earnings (loss) per share are calculated to give effect to potentially issuable dilutive common shares.
****
**Major Customers** The Company does not currently have customers.
**Stock-Based Employee and Non-Employee Compensation** The Company accounts for its equity grants in accordance with generally accepted accounting principles. Generally accepted accounting principles require the recognition of the cost of services received in
F-8
exchange for an award of equity instruments in the financial statements and is measured based on the grant date fair value of the award. Generally accepted accounting principles also requires equity grant compensation expense to be recognized over the period during which an employee or non-employee is required to provide service in exchange for the award (the vesting period).
**Derivative Instruments and Hedging Activities** The Company may periodically enter into derivative contracts to manage its exposure to commodity risk.These derivative contracts, which are generally placed with major financial institutions, may take the form of forward contracts, futures contracts, swaps, or options. The oil and gas reference prices upon which the commodity derivative contracts are based reflect various market indices that have a high degree of historical correlation with actual prices received by the Company for its oil and natural gas production.
When applicable, the Company records all derivative instruments, other than those that meet the normal purchases and sales exception, on the balance sheet as either an asset or liability measured at fair value. Changes in fair value are recognized currently in earnings unless specific hedge accounting criteria are met.
**Recently Adopted Accounting Pronouncements**In December 2023, the FASB issued ASU 2023-09 "*Income Taxes (Topic 740): Improvements to Income Tax Disclosures.*" The amendments from this update provide for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. Specifically, public business entities are required to disclose a tabular reconciliation, using both percentages and reporting currency amounts, showing detail from eight specific categories: (a) state and local income tax net of federal (national) income tax effect, (b) foreign tax effects, (c) effect of changes in tax laws or rates enacted in the current period, (d) effect of cross-border tax laws, (e) tax credits, (f) changes in valuation allowances, (g) nontaxable or nondeductible items, and (h) changes in unrecognized tax benefits. In addition, public business entities are required to separately disclose any reconciling item, disaggregated by nature and/or jurisdiction, in which the effect of the reconciling item is equal to or greater than five percent of the amount computed by multiplying the income (or loss) from continuing operations before income taxes by the applicable statutory income tax rate. Also, for the state and local category, a public business entity is required to provide a qualitative description of the states and local jurisdictions that make up the majority (greater than 50 percent) of the category. Further, the amount of income taxes paid (net of refunds received) are required to be disaggregated by (i) federal (national), state, and foreign taxes, and (ii) by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than five percent of total income taxes paid (net of refunds received). Finally, the amendments from this update require that all entities disclose (i) income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and (ii) income tax expense (or benefit) from continuing operations disaggregated by federal, state, and foreign. For public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2024. The adoption of this update did not have a material impact on the Companys financial statements.
In March 2024, the FASB issued ASU 2024-02 "*Codification ImprovementsAmendments to Remove References to the Concepts Statements*" ("ASU 2024-02"), which contains amendments to the Codification to remove references to various FASB Concepts Statements. In most instances, the references are extraneous and not required to understand or apply the guidance. Generally, ASU 2024-02 is not intended to result in significant accounting changes for most entities. ASU 2024-02 is effective for the Company for fiscal years beginning after December 15, 2024. The adoption of this update did not have a material impact on the Companys financial statements.
**Recent Accounting Pronouncements**In October 2023, the FASB issued ASU 2023-06, "*Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative*." This update modifies the disclosure or presentation requirements of a variety of Topics in the Codification, which should be applied prospectively. For instance, within ASC 230-10 Statement of Cash FlowsOverall, the amendment requires an accounting policy disclosure in annual periods of where cash flows associated with their derivative instruments and their related gains and losses are presented in the statement of cash flows. Additionally, within ASC 260-10 Earnings Per ShareOverall, the amendment requires disclosure of the methods used in the diluted earnings-per-share computation for each dilutive security and clarifies that certain disclosures should be made during interim periods. The Company is currently assessing the impact of this update on its financial statements and related notes. If by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the Codification and will not become effective for any entity.
In November 2024, the FASB issued ASU 2024-03, "*Income Statement - Reporting Comprehensive Income - Expenses Disaggregation Disclosures (Subtopic 220-40) - Disaggregation of Income Statement Expenses"*("ASU 2024-03"). The purpose of this update is to improve the disclosures about a public business entity's expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, SG&A, and research and development). The amendments in this update are effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods with annual reporting periods beginning after December 15, 2027, with early adoption permitted, and either prospective or retrospective application permitted. The Company is currently assessing the impact of adopting this new guidance on its financial disclosures.
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On November 25, 2025, the FASB issued ASU No. 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements. This ASU makes targeted improvements to Topic 815 to better align hedge accounting with the economics of an entitys risk-management activities. This ASU will be effective for annual periods beginning after December 15, 2026, for interim reporting periods beginning within those annual periods, and early adoption is permitted. Management is currently evaluating this ASU to determine its impact on the Companys financial statements.
**NOTE 2 REVENUE RECOGNITION**
The Company does not currently have any revenues.
**NOTE 3 LEASES**
The Company adopted ASU 2016-02 *Leases* (Topic 842) effective January 1, 2022. The Company does not have any leases to which this standard applies.
The Company has a month-to-month lease for executive office-sharing space. This lease is month to month at $79 per month. This amount is shown in the Statement of Operations as General and administrative expense.
**NOTE 4 LOSS PER SHARE INFORMATION**
| For the years ended December 31, | | 2025 | | 2024 | |
| Net Loss | | $(73,663) | | $(63,936) | |
| Basic and Diluted Weighted-Average Shares Outstanding | | 1,530,000 | | 1,530,000 | |
| Basic and Diluted Loss per Share | | $(0.05) | | $(0.04) | |
There are currently no stock options or other share-based compensation outstanding to create a dilutive effect on our earnings per share.
**NOTE 5 ACQUISITIONS**
On May 5, 2025, the Company entered into a new Farmout Agreement and Conditional Lease Assignment dated May 5, 2025, replacing the previous agreement that was set to expire on May 16, 2025. The terms of the new agreement are the same the previous agreement, such that we acquired a 75% working interest, and 55.5% net revenue interest, in the C. W. Logsdon Lease, an 80-acre tract located in Andrews County, Texas. We acquired the interest from Boa Vista, LLC, a New Mexico limited liability company which holds the remaining 25% working interest. While the Company believes that there are Proved Undeveloped (PUD) drilling locations on this acreage, a full reserve analysis has not yet been completed and so the Company has treated this acreage as unproven property.
**NOTE 6 FAIR VALUE MEASUREMENTS**
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The authoritative guidance requires disclosure of the framework for measuring fair value and requires that fair value measurements be classified and disclosed in one of the following categories:
| Level 1: | Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. We consider active markets as those in which transactions for the assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |
| Level 2: | Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability. This category includes those derivative instruments that we value using observable market data. Substantially all of these inputs are observable in the marketplace throughout the full term of the derivative instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. | |
| Level 3: | Measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable from objective sources (i.e., supported by little or no market activity). | |
Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the
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fair value of assets and liabilities and their placement within the fair value hierarchy. We continue to evaluate our inputs to ensure the fair value level classification is appropriate. When transfers between levels occur, it is our policy to assume that the transfer occurred at the date of the event or change in circumstances that caused the transfer.
**NOTE 7 STOCKHOLDERS EQUITY**
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The Company is authorized to issue 150,000,000 common shares, with a par value of $0.001 per share.
There were no equity issuances during 2024 or 2025.
**NOTE 8 INCOME TAXES**
The provision for income tax expense consists of the following at December 31, 2025, and 2024:
| Provision for (Benefit from) Income Taxes | 2025 | | 2024 | |
| Deferred taxes | $- | | $- | |
| | Provision for (Benefit from) Income Taxes | $- | | $- | |
The primary difference between the statutory federal rate and the Companys effective tax rate for the years ended December 31, 2025 and 2024 was due to the100% valuation allowance. The following is a reconciliation of the statutory federal rate and the Companys effective tax rate for the year ended December 31, 2025 and 2024:
| Rate Reconciliation | 2025 | | 2024 | |
| Tax at federal statutory rate | $(15,469) | | $(13,427) | |
| Valuation allowance | 15,469 | | 13,427 | |
| | Provision for Income Taxes | $- | | $- | |
| | | | | | |
Deferred tax assets and liabilities consist of the following at December 31, 2025, and 2024:
| Deferred Taxes: | 2025 | | 2024 | |
| Deferred tax liabilities | | | | |
| | Property and equipment | - | | - | |
| | Valuation allowance | $- | | $- | |
| | | | | | |
| Deferred tax assets | | | | |
| | Stock-based compensation | - | | - | |
| | Operating loss and IDC carryforwards | (59,282) | | 43,813 | |
| | Valuation allowance | 59,282 | | (43,813) | |
| | Deferred tax assets | - | | - | |
| Net deferred income tax liability | $- | | $- | |
As of December 31, 2025, the Company had net operating loss carryforwards for federal income tax purposes of $59,282 which will not expire.
**NOTE 9 QUARTERLY FINANCIAL DATA (UNAUDITED)**
| | 2024 | |
| | Three Months Ended | |
| 31-Mar | | 30-Jun | | 30-Sep | | 31-Dec | |
| Revenues | $- | | $- | | $- | | $- | |
| Operating Income | (24,051) | | (12,047) | | (15,273) | | (12,565) | |
| Net Income | (24,051) | | (12,047) | | (15,273) | | (12,565) | |
| Basic Net Income Per Share | $(0.02) | | $(0.01) | | $(0.01) | | $(0.01) | |
| Diluted Net Income Per Share | $(0.02) | | $(0.01) | | (0.01) | | (0.01) | |
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| | 2025 | |
| | Three Months Ended | |
| 31-Mar | | 30-Jun | | 30-Sep | | 31-Dec | |
| Revenues | $- | | $- | | $- | | $- | |
| Operating Income | (24,273) | | (20,219) | | (16,888) | | (12,283) | |
| Net Income | (24,273) | | (20,219) | | (16,888) | | (12,283) | |
| Basic Net Income Per Share | $(0.02) | | $(0.01) | | $(0.01) | | $(0.01) | |
| Diluted Net Income Per Share | $(0.02) | | $(0.01) | | (0.01) | | (0.01) | |
**NOTE 10 LEGAL MATTERS**
In the ordinary course of business, we may be, from time to time, a claimant or a defendant in various legal proceedings. We do not presently have any material litigation pending or threatened requiring disclosure under this item.
**NOTE 11 RELATED PARTY TRANSACTIONS**
As of December 31, 2025, the accounts payable on the Companys balance sheet includes $110 payable to Mr. Broaddrick. This amount consists of shipping related expenses incurred by Mr. Broaddrick in the normal course of business on the Companys behalf during 2024.
**NOTE 12 COMMITMENTS AND CONTINGENT LIABILITIES**
None.
**NOTE 13 SUBSEQUENT EVENTS**
None.
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**CIRCLE ENERGY, INC.**
**SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS PRODUCING ACTIVITIES**
**Results of Operations from Oil and Natural Gas Producing Activities**
As of December 31, 2025, the Company has not recorded any revenues or costs of revenues.
During the year ended December 31, 2025, the Company paid a total of $5,000 which was capitalized and recorded as Oil and natural gas properties not subject to amortization. No similar costs were incurred during the year ended December 31, 2024.
**Reserve Quantities Information**
While the Company believes that there are Proved Undeveloped (PUD) drilling locations on our acreage, a full reserve analysis has not been performed and so the Company has treated this acreage as unproven property. As such, there are no proven reserves to disclose and no corresponding standardized measure of discounted future net cash flows to disclose.
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