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 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

 For the fiscal year ended June 30, 2024

 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: 000-56381

 OKMIN RESOURCES, INC.

 (Exact name of registrant as specified in charter)

 Nevada

 85-4401166

 (State or other jurisdiction of

incorporation or organization)

 (I.R.S. Employer

Identification No.)

 16501 Ventura Blvd., Suite 400, Encino CA

 91436

 (Address of principal executive offices)

 (Zip Code)

 (818) 201-3727

 (Registrant's telephone number, including area code)

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

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 None

 N/A

 N/A

 Securities registered under Section 12(g) of the
Exchange Act:

 Common Stock, par value
$0.0001 per share

 (Title of class)

 Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 Yes
 No

 Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or 15(d) of the Act.

 Yes
 No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
 Yes No

by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.

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

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 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 standard provided pursuant to Section 13(a) of the Exchange Act.

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

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

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

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

 As of December 31, 2023, the last business day
of the Registrant's most recently completed second fiscal quarter, the market value of our common stock held by non-affiliates was
$ 5,252,001

 As of October 11, 2024, the issuer had 114,424,921
shares of its common stock outstanding.

 Documents incorporated by reference: None

 PAGE

 Item 1

 Business

 Item 1A

 Risk Factors

 Item 1B

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2

 Properties

 Item 3

 Legal Proceedings

 Item 4

 Mine Safety Disclosures

 Item 5

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6

 Selected Financial Data

 Item 7

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8

 Consolidated Financial Statements and
 Supplementary Data

 Item 9

 Changes In and Disagreements With Accountants On Accounting and Financial Disclosure

 Item 9A

 Controls and Procedures

 Item 9B

 Other Information

 Item 10

 Directors, Executive Officers and Corporate Governance

 Item 11

 Executive Compensation

 Item 12

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13

 Certain Relationships and Related Transactions, and Director Independence

 Item 14

 Principal Accountant Fees and Services

 Item 15

 Exhibits

 Forward-Looking Statements

 This Annual Report on
Form 10-K (this "Annual Report") contains forward-looking statements within the meaning of Section 27A of the Securities Act
of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), that involve substantial risks and uncertainties. The forward-looking statements are contained principally in Part I, Item
1. "Business," Part I, Item 1A. "Risk Factors," and Part II, Item 7. "Management's Discussion and
Analysis of Financial Condition and Results of Operations," but are also contained elsewhere in this Annual Report in some cases
you can identify forward-looking statements by terminology such as "may", "should", "potential", "continue",
"expects", "anticipates", "intends", "plans", "believes", "estimates",
and similar expressions. These statements are based on our current beliefs, expectations, and assumptions and are subject to a number
of risks and uncertainties, many of which are difficult to predict and generally beyond our control, that could cause actual results to
differ materially from those expressed, projected or implied in or by the forward-looking statements.

 You should refer to Item
1A. "Risk Factors" section of this Annual Report for a discussion of important factors that may cause our actual results to
differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you
that the forward-looking statements in this Annual Report will prove to be accurate. Furthermore, if our forward-looking statements prove
to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should
not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in
any specified time frame, or at all. We do not undertake any obligation to update any forward-looking statements. Unless the context requires
otherwise, references to "we," "us," "our," and "Company," refer to Okmin Resources, Inc.
and its subsidiaries.

 ITEM 1. BUSINESS.

 Overview

 Okmin Resources, Inc. (collectively with its subsidiaries,
"Okmin" or the "Company") was incorporated in Nevada in December 2020 to engage in the business of the acquisition,
exploration and development of oil and gas properties, mineral rights and other natural resource assets.

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

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

 The Company has an interest in four separate projects:

 1)

 The Blackrock Joint Venture encompassing 15 oil and gas leases in Oklahoma

 2)

 A 72.5% Net Revenue Interest in the Vitt oil lease located in Neosho County, Kansas

 3)

 A 50% Joint Venture interest in West Sheppard Pool, a natural gas project in Northeast Oklahoma

 4)

 A 50% Joint Venture interest in Pushmataha, a natural gas project in Southeast Oklahoma

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

 Our business strategy is to enhance the value of our
acquired operated assets through evaluation of certain properties with the goal of increasing production. We plan to deploy capital in
a strategic manner and pursue value-enhancing transactions and expect to continuously evaluate strategic alternative opportunities that
we believe will enhance shareholder value.

 Subject to the Company being able to secure adequate
additional financing, Okmin may also acquire the rights to and participate in drilling and/or other mining operations. The Company will
evaluate exploration and mining opportunities and other strategic corporate opportunities as they become available from time to time.

 For the 2025 fiscal year we anticipate cash needs
of approximately $300,000 for general corporate overhead and for operations on our existing lease properties. This amount does not include
funding for any potential workovers, re-entries, stimulation treatments and recompletions of existing non or low producing wells. Any
new work on our properties will require additional capital. Based on the Company's cash position as of June 30, 2024, additional
financing will be required to meet its budgeted expenditures for fiscal 2025. Management intends to raise such additional funding through
debt financing or private sales of the Company's securities, but no assurance can be given that such financing will be available
on acceptable terms or at all.

 Activities with Operating Partners

 We own working interests in oil and natural gas prospects
in varying stages of exploration and development. The operators of our projects are familiar with the geology and operating components
of each project. Although the operators have their own technical staff and consultants, consistent with industry practice with smaller
independent oil and natural gas companies, we utilize our own specialized consultants, as needed.

 Environmental Laws and Regulations

 Environmental Matters

 Our operations and properties are subject to extensive
and changing federal, state, and local laws and regulations relating to environmental protection, including the generation, storage, handling,
emission, transportation, and discharge of materials into the environment, and relating to safety and health. The recent trend in environmental
legislation and regulation generally is toward stricter standards, and this trend will likely continue. These laws and regulations may:

 Require the acquisition of a permit or other authorization before construction or drilling commences and for certain other activities;

 Limit or prohibit construction, drilling and other activities on certain lands lying within wilderness and other protected areas; and

 Impose substantial liabilities for pollution resulting from operations.

 The permits required for our operations may be subject
to revocation, modification, and renewal by issuing authorities. Governmental authorities have the power to enforce their regulations,
and violations are subject to fines or injunctions, or both.

 Research and Development

 No research and development expenditures have been
incurred during the past two fiscal years.

 Insurance

 Our operators undertake to have general liability
and property insurance coverage in amounts deemed sufficient for the business operations. Our insurance coverage is limited, and there
is no guarantee that any insurance coverage would be sufficient to protect the value of our assets or to fully cover any losses sustained.
Payment of substantial liabilities in excess of coverage could require diversion of internal capital away from regular business, which
could result in the curtailment or suspension of our current and projected future operations.

 Forward Plan

 In fiscal 2025 and beyond, we intend to seek additional
growth opportunities including but not limited to the oil and gas and the natural resources sectors. This may include further acquisition
of assets, participation with current and new industry partners in their exploration and development projects, acquisition of existing
companies, and the purchase of producing assets.

 Business Strategy

 Key elements of our business strategy include:

 Deploy capital in a strategic manner and review opportunities to raise additional funds to maintain liquidity. We will be highly selective in the projects we evaluate and will review opportunities to improve our financial position through various means.

 Evaluate and Pursue Value-Enhancing Transactions. We will continuously evaluate strategic opportunities that we believe will enhance shareholder value.

 Industry Operating Environment

 The oil and natural gas industry is affected by many
factors that we generally cannot control. Government regulations, particularly in the areas of taxation, energy, climate change and the
environment, can have a significant impact on operations and profitability. Significant factors that will impact oil prices in the current
fiscal year and future periods include the Russian war with Ukraine, war and ongoing political tensions in the Middle East, inflation,
demand in Asian and European markets, and the extent to which members of the Organization of the Petroleum Exporting Countries ("OPEC")
and other oil exporting nations manage oil supply through export quotas. Natural gas prices are generally determined by North American
supply and demand and are also affected by imports and exports of liquefied natural gas. Weather also has a significant impact on demand
for natural gas since natural gas is a primary heating source.

 In early March 2020, there was an outbreak of a novel
strain of coronavirus, which causes the infectious disease known as COVID-19, which resulted in a drastic decline in global demand of
certain mineral and energy products including crude oil. As a result of the lower demand caused by the COVID-19 pandemic and the oversupply
of crude oil, spot and future prices of crude oil fell to historic lows during the second quarter of 2020, which remained depressed for
the majority of 2020. Lower oil and natural gas prices not only decrease our revenues, but an extended decline in oil or gas prices may
materially and adversely affect our future business, financial position, cash flows, results of operations, liquidity, ability to finance
planned capital expenditures and the oil and natural gas reserves that we can economically produce.

 Additionally, the outbreak of COVID-19 and decreases
in commodity prices, resulting from oversupply, government-imposed travel restrictions, and other constraints on economic activity created
disruptions and volatility in the global marketplace for oil and gas. While demand and commodity prices recovered and are back to, or
greater than pre-pandemic levels, our financial results may continue to be depressed in future quarters. These factors may adversely impact
the supply and demand for oil and gas and our ability to produce and transport oil and gas and perform operations at and on our properties.
This uncertainty also affects management's accounting estimates and assumptions, which could result in greater variability in a
variety of areas that depend on these estimates and assumptions, including investments, receivables, and forward-looking guidance.

 Development

 We have primarily engaged in oil and natural gas exploration
and production by participating, on a proportionate basis, alongside third-party interests in wells drilled and completed in spacing units
that include our acreage.

 During the fiscal year ending June 30, 2025, our development
activities will be focused on production and continuing development of our property interests with our joint interest operators.

 Seasonality

 Winter weather conditions and lease stipulations can
limit or temporarily halt our drilling and producing activities and other oil and natural gas operations and those of our operating partners.
These constraints and the resulting shortages or high costs could delay or temporarily halt the operations of our operating partners and
materially increase our operating and capital costs. Such seasonal anomalies can also pose challenges for meeting well drilling objectives
and may increase competition for equipment, supplies and personnel during the spring and summer months, which could lead to shortages
and increase costs or delay or temporarily halt our operations and those of our operating partners.

 Governmental Regulation

 Our operations are subject to various rules, regulations
and limitations impacting the oil and natural gas exploration and production industry as a whole.

 Regulation of Oil and Natural Gas Production

 Our oil and natural gas exploration, production and
related operations are subject to extensive rules and regulations promulgated by federal, state, tribal and local authorities and agencies.
Many states may also have statutes or regulations addressing conservation matters, including provisions for the unitization or pooling
of oil and natural gas properties, the location of wells, the method of drilling and casing wells, the surface use and restoration of
properties upon which wells are drilled, the sourcing and disposal of water used in the process of drilling, the flaring of natural gas,
completion and abandonment, the establishment of maximum rates of production from wells, and the regulation of spacing, plugging and abandonment
of such 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. Moreover, many states impose a production or severance tax with respect
to the production and sale of oil, natural gas and natural gas liquids within their jurisdictions. Failure to comply with any such rules
and regulations can result in substantial penalties. The regulatory burden on the oil and natural gas industry will most likely increase
our cost of doing business and may affect our profitability. Because such rules and regulations are frequently amended or reinterpreted,
we are unable to predict the future cost or impact of complying with such laws. Significant expenditures may be required to comply with
governmental laws and regulations and may have a material adverse effect on our financial condition and results of operations. Additionally,
currently unforeseen environmental incidents may occur or past non-compliance with environmental laws or regulations may be discovered.
Therefore, we are unable to predict the future costs or impact of compliance. Additional proposals and proceedings that affect the oil
and natural gas industry are regularly considered by Congress, the states, the Federal Energy Regulatory Commission ("FERC")
and the courts. We cannot predict when or whether any such proposals may become effective.

 Regulation of Transportation of Oil

 Sales of crude oil, condensate and natural gas liquids
are not currently regulated and are made at negotiated prices. Nevertheless, Congress could re-enact price controls in the future. Our
sales of crude oil are affected by the availability, terms and cost of transportation. The transportation of oil by common carrier pipelines
is also subject to rate and access regulation. The FERC regulates interstate oil pipeline transportation rates under the Interstate Commerce
Act. In general, interstate oil pipeline rates must be cost-based, although settlement rates agreed to by all shippers are permitted and
market-based rates may be permitted in certain circumstances. Effective January 1, 1995, the FERC implemented regulations establishing
an indexing system (based on inflation) for transportation rates for oil pipelines that allows a pipeline to increase its rates annually
up to a prescribed ceiling, without making a cost-of-service filing. Every five years, the FERC reviews the appropriateness of the index
level in relation to changes in industry costs.

 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 that are similarly situated.

 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 similarly situated shippers requesting service on the same terms and under the same rates. When oil pipelines operate at full capacity,
access is generally 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 similarly situated
competitors.

 Regulation of Transportation and Sales of Natural
Gas

 Historically, the transportation and sale for resale
of natural gas in interstate commerce has been regulated by the FERC under the Natural Gas Act of 1938 ("NGA"), the Natural
Gas Policy Act of 1978 ("NGPA") and regulations issued under those statutes. 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 market prices, Congress
could reenact price controls in the future.

 Onshore gathering services, which occur upstream of
FERC jurisdictional transmission services, are regulated by the states. Although the FERC has set forth a general test for determining
whether facilities perform a non-jurisdictional gathering function or a jurisdictional transmission function, the FERC's determinations
as to the classification of facilities is done on a case-by-case basis. State regulation of natural gas gathering facilities generally
includes various safety, environmental and, in some circumstances, nondiscriminatory take requirements. Although such regulation has not
generally been affirmatively applied by state agencies, natural gas gathering may receive greater regulatory scrutiny in the future.

 Intrastate natural gas transportation and facilities
are also subject to regulation by state regulatory agencies, and certain transportation services provided by intrastate pipelines are
also regulated by FERC. 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. Like the regulation of interstate
transportation rates, the regulation of intrastate transportation rates affects the marketing of natural gas that we produce, as well
as the revenues we receive for sales of our natural gas.

 Marketing, Major Customers and Delivery Commitments

 Markets for oil and natural gas are volatile and are
subject to wide fluctuations depending on numerous factors beyond our control, including seasonality, economic conditions, foreign imports,
political conditions in other energy producing countries, OPEC market actions, and domestic government regulations and policies. All of
our production is marketed by our industry partners for our benefit and is sold to competing buyers, including large oil refining companies
and independent marketers. Substantially all of our production is sold pursuant to agreements with pricing based on prevailing commodity
prices and the volume of product delivered, subject to adjustment for regional differentials and similar factors. We had no material delivery
commitments as of June 30, 2024.

 Competition

 The oil and natural gas business is highly competitive
in the search for and acquisition of additional reserves and in the sale of oil and natural gas. Our competitors principally consist of
major and intermediate-sized integrated oil and natural gas companies, independent oil and natural gas companies and individual producers
and operators. Specifically, we compete for property acquisitions and our operating partners compete for the equipment and labor required
to operate and develop our properties. Our competitors may be able to pay more for properties and may be able to define, evaluate, bid
for and purchase a greater number of properties than we can. Ultimately, our future success will depend on our ability to develop or acquire
additional reserves at costs that allow us to remain competitive.

 Human Capital
Resources

 We believe that our success
depends upon our ability to attract, develop and retain key personnel. The Company currently employs its President/CEO and part-time administrative
staff. We otherwise rely on the services of independent contractors.

 Our Offices

 Our principal executive office is located at 16501
Ventura Blvd., Suite 400, Encino CA, 91436.

 Our Website

 www.okminresources.com

 Legal Proceedings

 We are not currently a party to any material legal
proceedings.

 Reports to Security Holders

 We intend to furnish our shareholders annual reports
containing financial statements audited by our independent registered public accounting firm and to make available quarterly reports containing
unaudited financial statements for each of the first three quarters of each year. We file Quarterly Reports on Form 10-Q, Annual Reports
on Form 10-K and Current Reports on Form 8-K with the SEC in order to meet our timely and continuous disclosure requirements. We may also
file additional documents with the SEC if they become necessary in the course of our company's operations.

 The SEC maintains an Internet site that contains reports,
proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site
is www.sec.gov.

 ITEM 1A. RISK FACTORS.

 An investment in our common stock involves a high
degree of risk. You should carefully consider the following material risk factors as well as all other information set forth or referred
to in this report before purchasing shares of our common stock.

 Summary Risk Factors

 our ability to obtain sufficient cash flow from operations, borrowing, and/or other sources to fulfill our business plan;

 volatility in oil and natural gas prices, including further declines in oil prices and/or natural gas prices, which would have a negative impact on operating cash flow and could require further ceiling test write-downs on our oil and natural gas assets;

 the possibility that the oil and natural gas industry may be subject to new adverse regulatory or legislative actions (including changes to existing tax rules and regulations and changes in environmental regulation);

 the general risks of exploration and development activities, including the failure to find oil and natural gas in sufficient commercial quantities to provide a reasonable return on investment;

 future oil and natural gas production rates;

 environmental risks;

 availability of pipeline capacity and other means of transporting crude oil and natural gas production, and related midstream infrastructure and services;

 competition in acquiring interest in existing properties and new acreage with other operating companies, resulting in less favorable terms or fewer opportunities being available;

 higher drilling and completion costs related to competition for drilling and completion services and shortages of labor and materials;

 disruptions resulting from unanticipated weather events, natural disasters, and public health crises and pandemics, such as the coronavirus, resulting in possible delays of drilling and completions and the interruption of anticipated production streams of hydrocarbons, which could impact expenses and revenues;

 our lack of effective disclosure controls and procedures and internal control over financial reporting;

 our ability to maintain the market for our common stock on OTC Markets;

 dilution caused by new equity or debt offerings;

 our need for additional capital to conduct our operations and fund our business, complete future acquisitions, and our ability to obtain such necessary funding on favorable terms, if at all;

 the speculative nature of our oil and gas operations, and general risks associated with the exploration for, and production of oil and gas; including accidents, equipment failures or mechanical problems which may occur while drilling or completing wells or in production activities; operational hazards and unforeseen interruptions for which we may not be adequately insured; the threat and impact of terrorist attacks, cyber-attacks or similar hostilities; declining production; and losses or costs we may incur as a result of title deficiencies or environmental issues in the properties in which we invest, any one of which may adversely impact our operations;

 changes in the legal and regulatory environment governing the oil and natural gas industry, including new or amended environmental legislation or regulatory initiatives which could result in increased costs, additional operating restrictions, or delays, or have other adverse effects on us;

 improvements in or new discoveries of alternative energy technologies that could have a material adverse effect on our financial condition and results of operations;

 the fact that our officers and directors beneficially own a majority of our common stock and that their interests may be different from other shareholders;

 our dependence on the continued involvement of our present management;

 economic downturns and possible recessions caused thereby (including as a result of COVID-19, increases in inflation or global conflicts, such as the current conflict in Ukraine);

 the effects of global pandemics, such as COVID-19 on our operations, properties, the market for oil and gas, and the demand for oil and gas;

 the need to write-down assets and/or shut-in wells, or our non-operated wells being shut-in by their operators;

 future litigation or governmental proceedings which could result in material adverse consequences, including judgments or settlements;

 unanticipated down-hole mechanical problems, which could result in higher-than-expected drilling and completion expenses and/or the loss of the wellbore or a portion thereof; and

 Other risks disclosed below under "Risk Factors".

 Risk Factors

 The following risk factors should be carefully considered in evaluating
the information in this annual report on Form 10-K.

 Risks Related to the Oil and Natural Gas Industry and Our Operations

 The Company has a limited operating history
and may not be successful in developing profitable business operations.

 Okmin has a limited operating history since its formation
in December 2020. As of the date of this filing, we have limited assets and revenues. Our future operating results will depend on many
factors, including:

 The ability to raise or access adequate working capital;

 The success of our oil and gas exploration and development operations;

 Our ability to control our costs and produce sufficient quantities of oil and natural gas at a profit;

 The prices of oil and natural gas; and

 Our ability to attract and retain key management.

 Despite our best efforts, we may not be successful
in our efforts to develop profitable business operations.

 The oil and gas industry is highly competitive
and there is no assurance that the Company will be successful.

 The oil and natural gas exploration and production
industry is intensely competitive, and the Company competes with other companies that have greater resources. Many of these companies
not only explore for and produce oil and gas but also market oil and gas and other products on a regional, national or worldwide basis.
These companies will be able to pay more for productive energy properties and exploratory prospects or define, evaluate, bid for and purchase
a greater number of properties and prospects than Okmin's financial or human resources permit. In addition, these companies will
have a greater ability to continue exploration activities during periods of low commodity market prices. The Company's larger competitors
may be able to absorb the burden of present and future foreign, federal, state, local and other laws and regulations more easily than
Okmin can, which would adversely affect its competitive position. The Company's ability to acquire additional properties and to
discover productive prospects in the future will be dependent upon its ability to evaluate and select suitable properties and to consummate
transactions in a highly competitive environment. In addition, because Okmin has fewer financial and human resources than many companies
in its industry, the Company may be at a disadvantage in bidding for exploratory prospects and producing properties.

 The Company has limited interests in oil and
gas leases and cannot guarantee that it will identify or acquire any additional viable leases or mineral property assets or interests.

 Okmin presently only has partial interests in projects
and leases with limited activity. The Company is currently seeking to identify other strategic opportunities and leases or mineral properties
to acquire but the Company cannot guarantee it will find any valuable leases or mineral properties. Even if the Company enters into additional
joint ventures or acquires additional interests in leases or other mineral properties on land being developed by a mining company, the
Company cannot guarantee that it will be able to capitalize on the increased value of its leasehold.

 If the Company cannot acquire any viable leases, mineral
property assets or mineral property interests, or cannot find any oil and gas or minerals on such leases or mineral properties, or it
is not economical to recover the oil and gas or minerals from those properties, the Company may have to curtail or cease operations.

 Drilling for and producing oil and natural
gas are highly speculative and involve a high degree of risk.

 Exploring for and developing
oil and natural gas involves a high degree of operational and financial risk. Predicting the costs involved in exploration and drilling
is difficult to achieve with a high degree of certainty. Our potential drilling locations are in various stages of evaluation, ranging
from locations that are ready to drill, to locations that will require substantial additional interpretation before they can be drilled.
The budgeted costs of planning, drilling, completing and operating wells are often exceeded, and such costs can increase significantly
due to various complications that may arise during the drilling and operating processes. Before a well is spudded, we may incur significant
licensing, geological and geophysical costs, which are incurred whether a well eventually produces commercial quantities of hydrocarbons
or is drilled at all. Exploration wells bear a much greater risk of loss than development wells. If our actual drilling and development
costs are significantly more than our estimated costs, we may not be able to continue our operations as proposed and could be forced to
modify our operating and/or drilling plans accordingly.

 If we decide to drill a certain
location, there is a risk that no commercially productive oil or natural gas reservoirs will be found or produced. We may recomplete
existing wells, drill new wells, or participate in new wells that are not productive. We may drill wells that are productive, but that
do not produce sufficient net revenues to return a profit after drilling, operating and other costs. There is no way to predict in advance
with absolute certainty whether any particular location will yield oil or natural gas in sufficient quantities to recover exploration,
drilling or completion costs or to be economically viable. Even if sufficient amounts of oil or natural gas exist, we may damage
the potentially productive hydrocarbon-bearing formation or experience mechanical difficulties while drilling or completing the well,
resulting in a reduction in production and reserves from the well or abandonment of the well.

 The Company has no
proven oil and gas reserves, and future wells we drill may not yield oil or natural gas in commercial quantities or at all.

 None of the Company's properties have been evaluated
for oil and gas reserves, and the Company has no proven reserves. There is no guarantee the Company's properties contain sufficient
recoverable oil and natural gas to be produced profitably, which may result in a loss of some or all of our investment in such projects.
If we do not drill productive and profitable wells in the future, it will have a material adverse impact on the Company's business
operations and financial condition.

 The Company has limited capital and will need
to raise additional capital in the future.

 We do not currently have the capital necessary to
fund both our continuing operations and our planned growth. We will require additional capital to continue to grow our business
through the operation, maintenance and further development of our existing ventures and through the acquisition of additional properties.
We estimate that the Company will need to raise additional capital to fulfil its business plan including reworking and enhancing existing
projects, acquiring further oil and gas interests, or to acquire mineral exploration properties. Obtaining additional financing would
be subject to a number of factors, including the market prices for acquiring resource properties, investor acceptance of the Company's
interests, and investor sentiment. These factors may make the timing, amount, terms or conditions of additional financing unavailable
to the Company. The most likely source of future funds presently available to the Company is through sale of equity capital. Any sale
of share capital will result in dilution to existing stockholders. The terms of securities we issue in future capital transactions may
be more favorable to our new investors, and may include preferences, superior voting rights and the issuance of other derivative securities,
and issuances of incentive awards under equity employee incentive plans, which may have a further dilutive effect.

 If we do not succeed in raising additional capital,
our resources may not be sufficient to fund our planned operations and will have a significant negative effect on our operations and financial
condition.

 Oil and natural gas prices are volatile and
declines in the prices of such commodities have in the past, and will continue in the future to, adversely affect our business, financial
condition or results of operations, and our ability to meet our capital expenditure obligations or targets and financial commitments.

 The price of oil and natural gas heavily influences
our revenue, profitability, cash flows, liquidity, access to capital, present value and quality of our reserves, the nature and scale
of our operations, and our future rate of growth. Oil and natural gas are commodities and, therefore, their prices are subject to wide
fluctuations in response to relatively minor changes in supply and demand. In recent years, the markets for oil and natural gas have been
volatile. These markets will likely continue to be volatile in the future. Further, oil prices and natural gas prices do not necessarily
fluctuate in direct relation to each other. The price of crude oil has experienced significant volatility over the last five years, with
the price of a barrel of oil dropping below $20 during the early part of 2020, due in part to reduced global demand stemming from the
recent global COVID-19 outbreak, and most recently surging over $125 a barrel in early March 2022 following Russia's invasion of
Ukraine, before more recently trading around $75-$80 a barrel. Natural gas prices have recently traded around $2.00 with a range as low
as $1.53 per MCF down from a high of over $9.00 per MCF following Russia's invasion of Ukraine. A prolonged period of low market
prices for oil and natural gas, or further declines in the market prices for oil and natural gas, will likely result in capital expenditures
being further curtailed and will adversely affect our business, financial condition and liquidity. Additionally, lower oil and natural
gas prices have, and may in the future, cause, a decline in our stock price.

 As described above, oil and natural gas are commodities
and, therefore, their prices are subject to wide fluctuations in response to relatively minor changes in supply and demand. Historically,
the commodities market has been volatile. An extended period of continued lower oil prices, or additional price declines, will have further
adverse effects on us. The prices we receive for any future production and the prices received from operators of our non-operated production,
and the levels of such production, will continue to depend on numerous factors, including the following:

 the domestic and foreign supply of oil and natural gas;

 the domestic and foreign demand for oil and natural gas;

 the prices and availability of competitors' supplies of oil and natural gas;

 the actions of the Organization of Petroleum Exporting Countries, or OPEC, and state-controlled oil companies relating to oil price and production controls;

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

 the impact of U.S. dollar exchange rates on oil and natural gas prices and inflation;

 domestic and foreign governmental regulations and taxes;

 speculative trading of oil and natural gas futures contracts;

 localized supply and demand fundamentals, including the availability, proximity, and capacity of gathering and transportation systems for natural gas;

 the availability of refining capacity;

 the prices and availability of alternative fuel sources;

 the threat, or perceived threat, or results, of viral pandemics, for example, previously experienced with the COVID-19 pandemic;

 weather conditions and natural disasters;

 political conditions in or affecting oil, and natural gas producing regions, including South America and the recent conflicts in Ukraine and the Middle East;

 the continued threat of terrorism and the impact of military action and civil unrest;

 public pressure on, and legislative and regulatory interest within, federal, state, and local governments to stop, significantly limit, or regulate oil and gas exploration and production activities;

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

 authorization of exports from the United States of liquefied natural gas;

 the impact of energy conservation efforts;

 technological advances affecting energy consumption; and

 overall worldwide economic conditions.

 Declines in oil or natural gas prices will reduce
not only our revenue but also the amount of oil and natural gas that we, and the operators of our properties, can produce economically.
Should oil or natural gas prices decline in the future, the wells in which we have an interest may be forced to be shut-in, and exploration
and development plans for prospects and exploration or development activities may need to be postponed or abandoned. Declines in the prices
we receive for our oil and natural gas can also adversely affect our ability to finance capital expenditures, make acquisitions, raise
capital and satisfy our financial obligations. In addition, declines in prices can reduce the amount of oil and natural gas that we can
produce economically and the estimated future cash flow from that production, each of which would have a material negative effect on our
business, financial condition, and results of operations.

 We are not the operator of any of our properties
in which we have an interest, and therefore have limited control over activities on our properties, including the timing of exploration
or development efforts, associated costs, or the rate of production of these non-operated assets.

 We are not the operator of our properties, and, as
a result, our ability to exercise influence over the operations of these properties or their associated costs is limited. Our dependence
on the operators and other working interest owners of these projects and our limited ability to influence operations and associated costs
or control the risks could materially and adversely affect the realization of our targeted returns on capital in operating or acquisition
activities. The success and timing of our development activities on properties operated by others therefore depends upon a number of factors,
including:

 the nature and timing of the operator's operations, including drilling and other activities;

 the timing and amount of required capital expenditures;

 the operator's geological and engineering expertise and financial resources;

 the approval of other participants in operational decisions; and

 the operator's selection of suitable technology.

 The fact that our industry partners serve as operator
makes it more difficult for us to predict future production, cash flows and liquidity needs. Our ability to grow our production often
depends on decisions by our partners.

 The
development of oil and natural gas properties involves substantial risks that may result in a total loss of investment.

 The business of exploring for, working over and developing
natural gas and oil properties involves a high degree of business and financial risk, and thus a significant risk of loss of initial investment
that even a combination of experience, knowledge and careful evaluation may not be able to overcome. The cost and timing of drilling,
workover completing and operating wells is often uncertain. Factors which can delay or prevent drilling or production, or otherwise impact
expected results, include but are not limited to:

 unexpected drilling conditions;

 inability to obtain required permits from governmental authorities;

 inability to obtain, or limitations on, easements from landowners;

 uncertainty regarding our operating partners' drilling schedules;

 high pressure or irregularities in geologic formations;

 equipment failures;

 title problems;

 fires, explosions, blowouts, cratering, pollution, spills and other environmental risks or accidents;

 changes in government regulations and issuance of local drilling restrictions or moratoria;

 adverse weather;

 reductions in commodity prices;

 pipeline ruptures; and

 unavailability or high cost of equipment, field services and labor.

 A productive well may become uneconomic in the event
unusual quantities of water or other non-commercial substances are encountered in the well bore that impair or prevent production. We
may participate in wells that are or become unproductive or, though productive, do not produce in economic quantities. In addition, even
commercial wells can produce less, or have higher costs, than we projected.

 In addition, initial 24-hour or other limited-duration
production rates announced regarding our oil and natural gas properties are not necessarily indicative of future production rates.

 Dry holes and other unsuccessful or uneconomic exploration,
exploitation and development activities can adversely affect our cash flow, profitability and financial condition, and can adversely affect
our reserves.

 Permitting requirements could delay our ability
to start or continue our operations.

 Oil and natural gas projects are subject to extensive
permitting requirements. Failure to timely obtain required permits to start operations at a project could cause delay and/or the failure
of the project resulting in a potential write-off of the investments made.

 Seasonal weather conditions adversely affect
our ability to conduct drilling activities in some of the areas where we operate.

 Our oil and natural gas operations can be adversely
affected by seasonal weather conditions. In these areas, drilling and other oil and natural gas activities sometimes cannot be conducted
as effectively during the winter months, and this can materially increase our operating and capital costs. Certain of our operations are
also subject to the risk of adverse weather events, such as thunderstorms and tornados.

 Unanticipated costs could require new capital that may not be available.

 The oil and natural gas business has the opportunity
for significant returns on investment, but achievement of such returns is subject to high risk. For example, initial results from one
or more of the oil and natural gas programs could be marginal but warrant investing in more wells. Dry holes, over-budget exploration
costs, low commodity prices, or any combination of these or other adverse factors, could result in production revenues falling below projections,
thus adversely impacting cash expected to be available for a continued work program, and a reduction in cash available for investment
in other programs. These types of events could require a reassessment of priorities and therefore potential re-allocations of existing
capital and could also mandate obtaining new capital. There can be no assurance that we will be able to complete any financing transaction
on acceptable terms.

 Shortages of equipment, services and qualified
personnel could reduce our cash flow and adversely affect results of operations.

 The demand for qualified and experienced field personnel
to drill wells and conduct field operations, geologists, geophysicists, engineers and other professionals in the oil and natural gas industry
can fluctuate significantly, often in correlation with oil and natural gas prices and activity levels in new regions, causing periodic
shortages. These problems can be particularly severe in certain regions where we conduct operations. During periods of high oil and natural
gas prices, the demand for drilling rigs and equipment tends to increase along with increased activity levels, and this may result in
shortages of equipment. Higher oil and natural gas prices generally stimulate increased demand for equipment and services and subsequently
often result in increased prices for drilling rigs, crews and associated supplies, oilfield equipment and services, and personnel in exploration,
production and midstream operations. These types of shortages and subsequent price increases could significantly decrease our profit margin,
cash flow and operating results and/or restrict or delay our ability to drill those wells and conduct those activities that we currently
have planned and budgeted, causing us to miss our forecasts and projections.

 Competition may limit our opportunities in the
oil and natural gas business.

 The oil and natural gas business is very competitive.
We compete with many public and private exploration and development companies in finding investment opportunities. We also compete with
oil and natural gas operators in acquiring acreage positions. Our principal competitors are small to mid-size companies with in-house
petroleum exploration and drilling expertise. Many of our competitors possess and employ financial, technical and personnel resources
substantially greater than ours. They also may be willing and able to pay more for oil and natural gas properties than our financial resources
permit, and may be able to define, evaluate, bid for and purchase a greater number of properties. In addition, there is substantial competition
in the oil and natural gas industry for investment capital, and we may not be able to compete successfully in raising additional capital
if needed.

 The Company's properties are concentrated
in one geographic area.

 Three of the Company's projects are located
in Oklahoma and one in Kansas. Since our properties are contained in a limited area, a number of our properties could experience the same
adverse conditions at the same time, resulting in a relatively greater impact on our operations than if we had a more diversified portfolio
of properties. Such conditions could have a negative material effect on our business and financial condition.

 If our access to oil and natural gas markets
is restricted, it could negatively impact our production and revenues.

 Market conditions or limited availability of satisfactory
oil and natural gas transportation arrangements may hinder our access to oil and natural gas markets or delay our production. The availability
of a ready market for our oil and natural gas production depends on a number of factors, including the demand for and supply of oil and
natural gas and the proximity of our production to pipelines and other midstream facilities. The ability to market our production depends
in substantial part on the availability and capacity of gathering systems, pipelines, rail transportation and processing facilities owned
and operated by third parties. In order to secure takeaway capacity and related services, we or our operating partners may be forced to
enter into arrangements that are not as favorable to operators as those in other areas.

 Many of our joint operating agreements contain
provisions that may be subject to legal interpretation, including allocation of non-consent interests, complex payout calculations that
impact the timing of reversionary interests, and the impact of joint interest audits.

 Substantially all of our oil and natural gas interests
are subject to joint operating and similar agreements. Some of these agreements include payment provisions that are complex and subject
to different interpretations and/or can be erroneously applied in particular situations.

 Joint interest audits are a normal process in our
business to ensure that operators adhere to standard industry practices in the billing of costs and expenses related to our oil and natural
gas properties. However, the ultimate resolution of joint interest audits can extend over a long period of time in which we attempt to
recover excessive amounts charged by the operator. Joint interest audits result in incremental costs for the audit services and we can
incur substantial amounts of legal fees to resolve disputes with the operators of our properties.

 Certain U.S. federal income tax deductions currently
available with respect to oil and natural gas drilling and development may be eliminated as a result of future legislatio n.

 Possible elimination of certain key U.S. federal income
tax incentives currently available to oil and gas exploration and production could be eliminated in the future. If enacted into law,
any such proposals would eliminate certain tax preferences applicable to taxpayers engaged in the exploration or production of natural
resources. The passage of any legislation as a result of such proposals or any other similar changes in U.S. federal income tax laws could
eliminate or postpone certain tax deductions that are currently available with respect to oil and natural gas exploration and development,
and any such change could increase our tax liability and negatively impact our results of operations and financial condition.

 We may purchase interests in oil and natural
gas properties with liabilities or risks that we did not know about or that we did not assess correctly, and, as a result, we could be
subject to liabilities that could adversely affect our results of operations.

 Before acquiring oil and natural gas properties, we
estimate the reserves, future oil and natural gas prices, operating costs, potential environmental liabilities, and other factors relating
to the properties. However, our review involves many assumptions and estimates, and their accuracy is inherently uncertain. As a result,
we may not discover all existing or potential problems associated with the property interests we buy. We may not become sufficiently familiar
with the properties to assess fully their deficiencies and capabilities. We generally do not perform inspections on every well or property,
and we may not be able to observe mechanical and environmental problems even when we conduct an inspection. The seller may not be willing
or financially able to give us contractual protection against any identified problems, and we may decide to assume environmental and other
liabilities in connection with the properties we acquire. If we acquire properties with risks or liabilities we did not know about or
that we did not assess correctly, our business, financial condition, and results of operations could be adversely affected as we settle
claims and incur cleanup costs related to these liabilities.

 Improvements in or new discoveries of alternative
energy technologies could have a material adverse effect on our financial condition and results of operations.

 Because our operations depend on the demand for oil
and natural gas, any improvement in or new discoveries of alternative energy technologies (such as wind, solar, geothermal, fuel cells
and biofuels) that increase the use of alternative forms of energy and reduce the demand for oil, gas and oil and gas related products
could have a material adverse impact on our business, financial condition and results of operations.

 Negative public perception regarding us and/or
our industry could have an adverse effect on our operations.

 Negative public perception regarding us and/or our
industry resulting from, among other things, concerns raised by advocacy groups about waste disposal, oil spills, hydraulic fracturing,
seismic activity, climate change, explosions of natural gas transmission lines and the development and operation of pipelines and other
midstream facilities may lead to increased regulatory scrutiny, which may, in turn, lead to new state and federal safety and environmental
laws, regulations, guidelines and enforcement interpretations. Additionally, environmental groups, landowners, local groups and other
advocates may oppose our operations through organized protests, attempts to block or sabotage our operations or those of our midstream
transportation providers, intervene in regulatory or administrative proceedings involving our assets or those of our midstream transportation
providers, or file lawsuits or other actions designed to prevent, disrupt or delay the development or operation of our assets and business
or those of our midstream transportation providers. These actions may cause operational delays or restrictions, increased operating costs,
additional regulatory burdens and increased risk of litigation. Moreover, governmental authorities exercise considerable discretion in
the timing and scope of permit issuance and the public may engage in the permitting process, including through intervention in the courts.
Negative public perception could cause the permits we require to conduct our operations to be withheld, delayed or burdened by requirements
that restrict our ability to profitably conduct our business.

 Recently, activists concerned about the potential
effects of climate change have directed their attention towards 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 energy-related activities.
Ultimately, this could make it more difficult to secure funding for exploration and production activities.

 Risks Related to Governmental Regulations

 Oil and natural gas operations are subject to
environmental, legislative and regulatory initiatives that can materially adversely affect the timing and cost of operations and the demand
for crude oil and natural gas.

 Our operations are subject to stringent and complex
federal, state and local laws and regulations relating to the protection of human health and safety, the environment and natural resources.
These laws and regulations can restrict or impact our business activities in many ways including, but not limited to the following:

 requiring the installation of pollution-control equipment or otherwise restricting the handling or disposal of wastes and other substances associated with operations;

 limiting or prohibiting construction activities in sensitive areas, such as wetlands, coastal regions or areas that contain endangered or threatened species and/or species of special statewide concern or their habitats;

 requiring investigatory and remedial actions to address pollution caused by our operations or attributable to former operations;

 requiring noise, lighting, visual impact, odor and/or dust mitigation, setbacks, landscaping, fencing, and other measures;

 restricting access to certain equipment or areas to a limited set of employees or contractors who have proper certification or permits to conduct work (e.g., confined space entry and process safety maintenance requirements); and

 restricting or even prohibiting water use based upon availability, impacts or other factors.

 Failure to comply with these laws and regulations
may trigger a variety of administrative, civil and criminal enforcement measures, including the assessment of monetary penalties, the
imposition of remedial or restoration obligations, and the issuance of orders enjoining future operations or imposing additional compliance
requirements. Certain environmental statutes impose strict, joint and several liability for costs required to clean up and restore sites
where hazardous substances, hydrocarbons or wastes have been disposed or otherwise released. Moreover, local restrictions, such as state
or local moratoria, city ordinances, zoning laws and traffic regulations, may restrict or prohibit the execution of operational plans.
In addition, third parties, such as neighboring landowners, may file claims alleging property damage, nuisance or personal injury arising
from our operations or from the release of hazardous substances, hydrocarbons or other waste products into the environment.

 The trend in environmental regulation is to place
more restrictions and limitations on activities that may affect the environment. We monitor developments at the federal, state and local
levels to keep informed of actions pertaining to future regulatory requirements that might be imposed in order to mitigate the costs of
compliance with any such requirements. We also monitor industry groups that help formulate recommendations for addressing existing or
future regulations and that share best practices and lessons learned in relation to pollution prevention and incident investigations.

 See " Environmental Laws and Regulations "
in Item 1 – Business in this Form 10-K for a discussion of the major environmental, health and safety laws and regulations that
relate to our business. We cannot reasonably predict what applicable laws, regulations or guidance may eventually be adopted with respect
to our operations or the ultimate cost to comply with such requirements.

 Proposed
changes to U.S. tax laws, if adopted, could have an adverse effect on our business, financial condition, results of operations, and cash
flows.

 From time to
time, legislative proposals are made that would, if enacted, result in the elimination of the immediate deduction for intangible drilling
and development costs, the elimination of the deduction from income for domestic production activities relating to oil and gas exploration
and development, the repeal of the percentage depletion allowance for oil and gas properties, and an extension of the amortization period
for certain geological and geophysical expenditures. Such changes, if adopted, or other similar changes that reduce or eliminate deductions
currently available with respect to oil and gas exploration and development, could adversely affect our business, financial condition,
results of operations, and cash flows.

 Our ability to produce crude oil, natural gas,
and associated liquids economically and in commercial quantities could be impaired if we are unable to acquire adequate supplies of water
for our drilling operations and/or completions or are unable to dispose of or recycle the water we use at a reasonable cost and in accordance
with applicable environmental rules.

 The hydraulic fracturing process on which we and others
in our industry depend to complete wells that will produce commercial quantities of crude oil, natural gas, and requires the use and disposal
or recycling of significant quantities of water. Our inability to secure sufficient amounts of water, or to dispose of, or recycle the
water used in our operations, could adversely impact our operations. Moreover, the imposition of new environmental initiatives and regulations
could include restrictions on our ability to conduct certain operations such as hydraulic fracturing or disposal of wastes, including,
but not limited to, produced water, drilling fluids, and other wastes associated with the exploration, development, or production of crude
oil, natural gas, and.

 Compliance with environmental regulations and permit
requirements governing the withdrawal, storage, and use of surface water or groundwater necessary for hydraulic fracturing of wells may
increase our operating costs and cause delays, interruptions, or termination of our operations, the extent of which cannot be predicted,
all of which could have an adverse effect on our operations and financial condition.

 Risks related to the Company

 The Company's auditors have expressed
a "Going Concern" opinion.

 The Company's auditor has included a "going
concern" opinion in its auditors' report to the Company's consolidated financial statements for the fiscal year ended June
30, 2024. The qualification was included as a result of the Company's history of operating losses and negative financial trends. If the
Company is unable to meet its obligations, it will not be able to fulfill its business plan and be forced to reduce certain operations
or cease operations altogether.

 We depend significantly upon the continued involvement
of our present management.

 We depend to a significant degree upon the involvement
of our management, specifically, our Chief Executive Officer and Chief Financial Officer, Jonathan Herzog. Our performance and success
are dependent to a large extent on the efforts and continued employment of Mr. Herzog. We do not believe that Mr. Herzog could be quickly
replaced with personnel of equal experience and capabilities, and his successor(s) may not be as effective. If Mr. Herzog or any of our
other key personnel resign or become unable to continue in their present roles and if they are not adequately replaced, our business operations
could be adversely affected.

 We have an active Board of Directors that meets several
times throughout the year and is intimately involved in our business and the determination of our operational strategies. Members of our
Board of Directors work closely with management to identify potential prospects, acquisitions, and areas for further development. If any
of our directors resign or become unable to continue in their present role, it may be difficult to find replacements with the same knowledge
and experience and as a result, our operations may be adversely affected.

 Our Directors together have majority voting
control over the Company which limits the ability of other common shareholders to choose management and influence corporate matters.

 Our Directors, Jonathan Herzog and Shmuel (Samuel)
Naparstek, together control 37,600,000 common shares and 5,000,000 shares of Series A preferred stock, which, on an as-converted basis
represents a majority of our outstanding voting shares and gives them voting control over the Company. This gives them the ability to
control the outcome of all matters submitted to our stockholders for approval, including the election, removal, and replacement of our
directors, amendments to our Articles of Incorporations and Bylaws, and any decisions pertaining to a merger, consolidation, or sale of
any or all of our assets.

 The Company's principal officer and director may be subject
to conflicts of interest.

 Jonathan Herzog, the Company's President, Chief
Executive Officer and a director, devotes only that portion of his time to the Company's affairs that he deems necessary to accomplish
the Company's business plan. Mr. Herzog may also devote part of his working time to other business and employment endeavors, including
roles and consulting relationships with other entities, and he may have responsibilities to these other entities which would result in
conflicts of interest with the Company. Such conflicts include deciding how much time to devote to the Company's affairs, as well
as what business opportunities should be presented to the Company. Currently, Okmin has no policy in place to address such conflicts of
interest.

 The Company may have difficulty managing growth
in our business, which could adversely affect our financial condition and results of operations.

 As an early stage company, growth in accordance with
our business plan, if achieved, could place a significant strain on our financial, technical, operational, and management resources. As
we expand our activities and increase the number of projects we are evaluating or in which we participate, there will be additional demands
on our financial, technical, operational, and management resources. The failure to continue to upgrade our technical, administrative,
operating, and financial control systems or the occurrences of unexpected expansion difficulties, including the failure to recruit, engage
or retain professionals in the oil and natural gas industry, whether as employees or outside contractors, could have a negative material
effect on our business and financial condition.

 Applicable regulatory requirements, including
those contained in and issued under the Sarbanes-Oxley Act of 2002, may make it difficult for the Company to retain or attract qualified
officers and directors, which could adversely affect the management of its business and its ability to obtain or retain listing of its
common stock.

 The Company may be unable to attract and retain those
qualified officers, directors and members of board committees required to provide for effective management because of the rules and regulations
that govern publicly held companies, including, but not limited to, certifications by principal executive officers. The enactment of the
Sarbanes-Oxley Act has resulted in the issuance of a series of related rules and regulations and the strengthening of existing rules and
regulations by the SEC, as well as the adoption of new and more stringent rules by the stock exchanges. The perceived increased personal
risk associated with these changes may deter qualified individuals from accepting roles as directors and executive officers.

 Further, some of these changes heighten the requirements
for board or committee membership, particularly with respect to an individual's independence from the corporation and level of experience
in finance and accounting matters. The Company may have difficulty attracting and retaining directors with the requisite qualifications.
If the Company is unable to attract and retain qualified officers and directors, the management of its business and its ability to obtain
or retain listing of our shares of common stock on any stock exchange (assuming the Company elects to seek and are successful in obtaining
such listing) could be adversely affected.

 We have not voluntary implemented various corporate
governance measures, in the absence of which, shareholders may have more limited protections against interested director transactions,
conflict of interest and similar matters.

 Recent Federal legislation, including the Sarbanes-Oxley
Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate
management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted
by companies in response to the requirements of national securities exchanges, such as the NYSE or the NASDAQ Stock Market, on which their
securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges are
those that address board of directors' independence, audit committee oversight, and the adoption of a code of ethics. While we intend
to adopt certain corporate governance measures such as a code of ethics and established an audit committee, Nominating and Corporate Governance
Committee, and Compensation Committee of our board of directors, we presently do not have any independent directors. We intend to expand
our board membership in future periods to include independent directors. It is possible that if we were to have independent directors
on our board, stockholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested
directors and that policies had been implemented to define responsible conduct. For example, in the absence of audit, nominating and compensation
committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages to our
senior officers and recommendations for director nominees may be made by directors who have an interest in the outcome of the matters
being decided. Prospective investors should bear in mind our current lack of both corporate governance measures and independent directors
in formulating their investment decisions.

 We have identified material weaknesses in our
internal control over financial reporting, and our management has concluded that our disclosure controls and procedures were not effective
during 2022, 2023 and 2024. We cannot assure you that additional material weaknesses or significant deficiencies do not exist or that
they will not occur in the future. If our internal control over financial reporting or our disclosure controls and procedures are not
effective, we may not be able to accurately report our financial results or prevent fraud, which may cause investors to lose confidence
in our reported financial information and may lead to a decline in our stock price.

 Effective internal controls are necessary for us to
provide reliable financial reports and effectively prevent fraud. We maintain a system of internal control over financial reporting, which
is defined as a process designed by, or under the supervision of, our principal executive officer and principal financial officer, or
persons performing similar functions, and effected by our board of directors, management and other personnel, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
GAAP. A "material weakness" is a deficiency, or a combination of deficiencies, in internal control over financial reporting
such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected
on a timely basis. Based on the results of management's assessment and evaluation of our internal controls, our principal executive
officer and principal financial officer concluded that our internal control over financial reporting was not effective as of June 30,
2024 due to the material weaknesses described below.

 As of June 30, 2024, we have identified the following
material weaknesses:

 We had inadequate segregation of duties as a result of limited accounting staff and resources, which may impact our ability to prevent or detect material errors in our consolidated financial statements.

 We had inadequate segregation of duties related to logical access to our accounting systems, which may affect our ability to prevent or detect material errors in the recorded transactions.

 As a result, our management also concluded that
our disclosure controls and procedures were not effective as of June 30, 2024 and 2023, such that the information relating to us
required to be disclosed in the reports we file with the SEC (a) is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms and (b) is accumulated and communicated to our management to allow timely
decisions regarding required disclosures and such disclosure controls and procedures have not been deemed effective since
approximately June 30, 2021.

 A material weakness is a
deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility
that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely
basis. A control deficiency exists when the design or operation of a control does not allow management or employees, in the normal course
of performing their assigned functions, to prevent or detect misstatements on a timely basis.

 If the Company fails to maintain an effective
system of internal controls, it may not be able to accurately report its financial results or detect fraud. Consequently, investors could
lose confidence in the Company's financial reporting and this may decrease the trading price of its stock.

 The Company must maintain effective internal controls
to provide reliable financial reports and detect fraud. The Company has been assessing its internal controls to identify areas that need
improvement. It is in the process of implementing changes to internal controls but has not yet completed implementing these changes. Failure
to implement these changes to the Company's internal controls or any others that it identifies as necessary to maintain an effective
system of internal controls could harm its operating results and cause investors to lose confidence in the Company's reported financial
information. Any such loss of confidence would have a negative effect on the trading price of the Company's stock.

 Insurance may be insufficient to cover future
liabilities.

 Our business is currently focused on oil and natural
gas exploration and development, and we also have potential exposure to general liability and property damage associated with the ownership
of other corporate assets. We depend on the operators of our oil and gas properties for insurance for those oil and natural gas operations.
We may be liable for claims in excess of any coverage and for any deductibles required. If uncovered liabilities are substantial, any
payment could adversely impact the Company's liquidity, which could result in the reduction or cessation of operations. Moreover,
some liabilities are not insurable at a reasonable cost or at all.

 We are dependent upon information technology
systems, which are subject to disruption, damage, failure and risks associated with implementation and integration.

 We are dependent upon information technology systems
in the conduct of our operations. Our information technology systems are subject to disruption, damage or failure from a variety of sources,
including, without limitation, computer viruses, security breaches, cyberattacks, natural disasters and defects in design. Cybersecurity
incidents, in particular, are evolving and include, but are not limited to, malicious software, attempts to gain unauthorized access to
data and other electronic security breaches that could lead to disruptions in systems, unauthorized release of confidential or otherwise
protected information and the corruption of data. Various measures have been implemented to manage our risks related to information technology
systems and network disruptions. However, given the unpredictability of the timing, nature and scope of information technology disruptions,
we could potentially be subject to operational delays, the compromising of confidential or otherwise protected information, destruction
or corruption of data, security breaches, other manipulation or improper use of our systems and networks or financial losses from remedial
actions, any of which could have a material adverse effect on our cash flows, competitive position, financial condition or results of
operations.

 Risks Associated with our Securities

 Our common stock has been approved for trading
on the OTCQB, but trading volume in our common stock has been limited, and there is no assurance that an active market will develop.

 Our common stock was approved for trading on the OTCQB
in September 2022. To date, trading volume in our common stock has been limited. Investors may have difficulty buying or selling our common
shares. There is no assurance that an active market for our common stock will develop or that our common stock will achieve any particular
trading price. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for
investors.

 In addition, our common stock is unlikely to be followed
by any market analysts, and there may be few institutions acting as market makers for our common stock. Either of these factors could
adversely affect the liquidity and trading price of our common stock.

 Securities which are traded on OTC Markets may
not provide as much liquidity for our investors as more recognized senior exchanges such as the Nasdaq stock market or other national
or regional exchanges.

 The Company's Common Stock is currently quoted
on the OTCQB Tier of OTC Markets under the symbol of "OKMN". OTC Markets is a computer network that provides information on
current "bids" and "asks", as well as volume information. As of the date hereof, limited active trading market
has developed for our Common Stock. Securities traded on OTC Markets are usually thinly traded, highly volatile, have fewer market
makers and are not followed by analysts. The SEC's order handling rules, which apply to NASDAQ-listed securities, do not apply to
securities quoted on OTC Markets. Quotes for stocks included on OTC Markets are not listed in newspapers and are often unavailable at
many of the online websites which publish stock quotes. Therefore, prices for securities traded solely on OTC Markets may be difficult
to obtain and holders of our securities may be unable to resell their securities at or near their original acquisition price, or at any
price.

 Our stock price and trading volume may be volatile,
which could result in substantial losses for our stockholders.

 The equity trading markets may experience periods
of volatility, which could result in highly variable and unpredictable pricing of equity securities. The market price of our common stock
could change in ways that may or may not be related to our business, our industry or our operating performance and financial condition.
In addition, the trading volume in our common stock may fluctuate and cause significant price variations to occur. We have experienced
significant volatility in the price of our stock over the past two years. Until a more active market develops for our common stock, if
ever, the price at which it trades is more likely to fluctuate significantly. Prices for our common stock will be determined in the marketplace
and may be influenced by many factors, including the depth and liquidity of the market for our shares, developments affecting our business,
including the impact of matters referred to elsewhere in these risk factors, investor perception of the Company, and general economic
and market conditions. No assurances can be given that an orderly or liquid market will ever develop for the shares of our common stock.
We cannot assure you that the market price of our common stock will not fluctuate or decline significantly in the future. In addition,
the stock markets in general can experience considerable price and volume fluctuations.

 We are subject to the "penny stock"
rules which adversely affect the liquidity of our Common Stock.

 The SEC has adopted regulations which generally define
"penny stock" to be an equity security that has a market price of less than $5.00 per share, subject to specific exemptions.
The market price of our Common Stock is less than $5.00 per share and therefore we are considered a "penny stock" according
to SEC rules. This designation requires any broker-dealer selling these securities to disclose certain information concerning the transaction,
obtain a written agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities. These
rules limit the ability of broker-dealers to solicit purchases of our Common Stock and therefore reduce the liquidity of the public market
for our shares should one develop.

 Financial Industry Regulatory Authority ("FINRA")
sales practice requirements may also limit a stockholder's ability to buy and sell our Common Stock, which could depress the price
of our Common Stock.

 FINRA has adopted rules that require a broker-dealer
to have reasonable grounds for believing that the investment is suitable for that customer before recommending an investment to a customer.
Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts
to obtain information about the customer's financial status, tax status, investment objectives, and other information. Under interpretations
of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least
some customers. Thus, the FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our Common
Stock, which may limit your ability to buy and sell our shares of Common Stock, have an adverse effect on the market for our shares of
Common Stock, and thereby depress our price per share of Common Stock.

 Shareholders may experience dilution of their
ownership interests because of the future issuance of additional common shares.

 In the future, we may issue additional authorized
but previously unissued equity securities, resulting in the dilution of the ownership interests of our shareholders. We may also issue
additional shares of our securities that are convertible into or exercisable for common shares, as the case may be, in connection with
hiring or retaining employees, future acquisitions, future sales of its securities for capital raising purposes, or for other business
purposes. The future issuance of any such additional shares may create downward pressure on the value of our securities. There can be
no assurance that we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction
with any capital raising efforts, including at a price (or exercise prices) below the price at which our shares may be valued or are trading
in a public market.

 The sale of the additional shares of Common
Stock could cause the value of our Common Stock to decline.

 The sale of a substantial number of shares of our
Common Stock, or anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future
at a time and at a price that we might otherwise wish.

 Our Common Stock price may decrease due to factors
beyond our control.

 The stock market from time to time has experienced
extreme price and volume fluctuations, which have particularly affected the market prices for emerging growth companies, and which often
have been unrelated to the operating performance of the companies. These broad market fluctuations may adversely affect the market price
of our stock, if a trading market for our stock ever develops. If our shareholders sell substantial amounts of their stock in the public
market, the price of our stock could fall. These sales also might make it more difficult for us to sell equity, or equity-related securities,
in the future at a price we deem appropriate.

 The market price of our stock may also fluctuate significantly
in response to the following factors, most of which are beyond our control:

 variations in our quarterly operating results;

 changes in general economic conditions;

 changes in market valuations of similar companies;

 announcements by us or our competitors of significant acquisitions, strategic partnerships or joint ventures, or capital commitments;

 loss of a major customer, partner or joint venture participant; and

 the addition or loss of key managerial and collaborative personnel.

 Any such fluctuations may adversely affect the market
price or value of our Common Stock, regardless of our actual operating performance. As a result, stockholders may be unable to sell their
shares, or may be forced to sell them at a loss.

 We have not paid dividends in the past and do
not expect to pay dividends in the future. Any return on investment may be limited to the value of our common stock

 We have never paid cash dividends on our common stock
and do not anticipate paying cash dividends in the foreseeable future. The payment of dividends on our common stock will depend on earnings,
financial condition and other business and economic factors affecting it at such time as the board of directors may consider relevant.
If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if its stock price
appreciates.

 ITEM 1B. UNRESOLVED STAFF COMMENTS.

 None.

 ITEM 1C. CYBERSECURITY

 The Company currently manages its cybersecurity risk
through a variety of practices that are applicable to all users of our information technology and information assets, including our officers
and directors, contractors, and vendors. The Company uses a combination of technology and monitoring to promote security awareness and
prevent security incidents, including network and passwords protocols, third party firewalls, and antivirus protections.

 We have not experienced any material cybersecurity
incidents or identified any material cybersecurity threats that have affected or are reasonably likely to materially affect us, our business
strategy, results of operations or financial condition.

 ITEM 2. PROPERTIES.

 Okmin's principal office is located at 16501
Ventura Blvd., Suite 400, Encino, CA, 91436. The Company has a month-to-month lease arrangement for our corporate offices at a cost
of approximately $150 - $200 per month, with meeting space available to it on demand on a pay per use basis. Outside of this, the Company
also utilizes office space provided to it by associates at no charge. These arrangements are adequate for the Company's current
needs.

 At this time, Okmin does not anticipate purchasing
any real estate, nor does it anticipate purchasing any real property for its office.

 Oil and Gas Properties

 The Company's lease holdings are all within
the Cherokee Platform, a geological feature underlying an area of northeastern Oklahoma and southeastern Kansas in the mid-continent region
of the United States. The Cherokee Platform has been an established oil producing region for the last century.

 Oklahoma – Blackrock Joint Venture

 In February 2021, Okmin entered into a Joint Venture
Agreement and Operating Agreement committing $100,000 in the initial phase to acquire working interests in ten oil and gas leases located
in Okmulgee and Muskogee Counties in Oklahoma. Under the Operating Agreement, Okmin's Joint Venture partner, Blackrock Energy
LLC ("Blackrock") is the Operator of the project, handling the day-to-day operations on the ground. Pursuant to a further
agreement entered into on June 10, 2022, the Company added an additional five oil and gas leases across 739 acres to its joint venture
with Blackrock, thereby expanding the overall project to fifteen leases covering over 1,500 acres.

 Pursuant to the Joint Venture Agreement, the Company has acquired
working interests ("WI") in the following leases:

 50% Working Interests

 •

 Chain Lease – 160 Acres in Okmulgee County

 The Chain lease contains two oil wells,
a large tank battery, gun barrel and salt water disposal tank. The Chain #1 well is completed in the Dutcher sand zone. The well was
previously operational and producing to 1 barrels of oil per day ("BOPD") and a large volume of salt water. The
operator has shut in the well due to the large volumes of water it produces as the disposal well at Chain is not capable of taking enough
water to run the Chain #1 well full time. The operator has explored alternative possibilities for water disposal, but under the current
conditions, there are no plans to reactivate the well.

 The second well
(Chain #2) is completed in the Booch Sand but is not fully equipped. The well would require rods, tubing, rod pump and an electric motor
plus wiring to activate. The Booch formation typically makes light sweet crude. The well has the potential to make 1-2 BOPD but would
require additional capital to reactivate.

 •

 Burke Lease – 40 Acres in Okmulgee County

 The Burke lease
has three shallow oil wells plus a tank battery. All three Burke wells have been reworked and are in production of approximately
1 BOPD plus salt water.

 •

 Preston Lease – 80 Acres in Okmulgee County

 The Preston lease
has three shallow oil wells plus a tank battery which are all operational, producing approximately 1.5 BOPD plus salt water. One Preston
well had been reworked with the rod pump rebuilt. Additionally, other repairs and reworks have been conducted. The
operator plans to continue treating the Preston lease quarterly to maintain production

 Salt water from
Preston and Burke is hauled off remotely once or twice monthly. The operator has not been successful in its plan to eliminate the water
hauling costs by activating an existing salt water disposal well located across the street from the Lease, so production is still subject
to the capacity restraints of the existing water tanks.

 •

 Goldner Lease – 160 Acres in Okmulgee County

 The Goldner lease
has three shallow oil wells plus a tank battery. Two oil wells are completed in the Booch Sand formation have been operating, producing
2-3 BOPD, plus a small amount of salt water. Goldner production levels tend to be affected by an adjacent lease, and if the
lease next door is actively pumping production at Goldner tends to increase.

 The third well
at Goldner is idle with a partial pump jack installed. The cost to activate the well would run approximately $15,000 with unknown potential.

 •

 Peavler Lease – 80 Acres in Okmulgee County

 The Peavler lease
has seven shallow oil wells, a tank battery, and an injection well with tanks. Following repair work conducted by the operator, the
wells are currently in production on timers, with total production of approximately 1.5 BOPD. Production on the lease has
fluctuated, and the lease has previously produced at greater levels than it is currently. Peavler has a permitted water injection well
to dispose of salt water, and water from our neighboring leases is occasionally hauled there in an effort to minimize disposal fees. A
new disposal pump was recently added, and the operator plans to treat the lease at least quarterly in an effort to optimize production
levels.

 •

 Anthony Lease – 70 Acres in Muskogee County

three oil wells on site with pump jacks and oil and water tanks. Currently two wells are in operation, and it has been determined
the third well is not currently feasible. When fully operating the lease has been producing.75-2 BOPD plus salt water with
small amounts of gas, but no gas meter is currently hooked up on site. Recently there have been operating issues in the gun barrel separator
tank, which is being worked on.

 •

 Calley Lease – 40 Acres in Okmulgee County

 The Calley lease
has one gas well with a pump jack and a 50-barrel oil tank. It is currently not in operation. Work was conducted replacing and patching
flow lines and the lease was free-flowing a small quantity of gas, but there is insufficient pressure to connect it to the pipeline
at present. The lease requires further evaluation.

 •

 Abbey Lease – 40 Acres in Okmulgee County

 The Abbey lease
has two oil and gas wells with pump jacks, a large tank battery with a gun barrel and an oil and gas separator. The two wells at Abbey
are currently not in operation. Previously, the Abbey lease was free-flowing a small amount of gas to the sale meter. Stimulation treatments
may be necessary to increase production to economic levels at prevailing natural gas prices. The Abbey lease is a potential candidate
for further recompletion work to tap unproduced zones upon an improvement in natural gas prices.

 •

 Duffy Lease – 40 Acres in Okmulgee County

 The Duffy lease
has three oil and gas wells on pump jack, a tank battery, a gun barrel and an oil/gas separator. The three wells at Duffy are currently
idle. The gun barrel requires repair work. Previous work had been done to flow lines and wiring at Duffy and the lease
was free-flowing a small amount of gas to the sale meter prior to the suspension of operations due to low gas prices. The Duffy lease
is a potential candidate for further recompletion work to tap unproduced zones upon an improvement in natural gas prices.

 25% Working Interest

 •

 Hollingsworth Lease – 80 Acres in Okmulgee County

an oil well on site that is currently idle. Additionally, there is a pump jack and oil and water tanks on site. The lease requires
further evaluation, with no current plans for reactivation.

 Pursuant to the extended Joint
Venture Agreement, the Company also acquired a 50% joint venture interest in the following leases:

 •

 Shanks Lease – 160 Acres in Okmulgee County

 This lease has four wells
on site, along with pump jacks and oil and water tanks.

 Initially the operator had activated one
of the four wells on the lease (Well 13C) and ran a 24 hour gas test on the well. The test results showed 198.5 MCFD potential. Upon being
put on production, the 13C well flowed 140 MCFD through the meter for a short time from the lower Dutcher zone at 1,683 to 1,687 feet.
However, due to blockages downhole, the flow rate subsequently dropped. Blockages and corrosion are typical since the well has been shut
in for a number of years. The well was subsequently pulled and the operator attempted to recomplete the well utilizing a stimulation technique,
though encountered continued issues with the well and was unable to resume immediate production. In April 2023, the lower zone was acidized
to clean up the gypsum blockages, and an additional zone was perforated in the middle Dutcher at a depth of around 1,672 feet which shows
oil potential. The well resumed production at between 62 to 104 MCFD gas, but subsequently dropped to approximately
30 MCFD. A second well at the lease has been pulled and remains ready for perforating in due course. In view of prevailing low gas
prices, the joint venture partners have decided to cease capital expenditures and put the lease on care and maintenance at the present
time.

 •

 Waldrip Lease – 80 Acres in Okmulgee County

an oil and gas well on site that is currently idle. Additionally, there is a pump jack and oil tank on site. The lease requires further
evaluation.

 •

 Circle V Lease – 236 Acres in Okmulgee County

two oil and gas wells on site that are functional, though currently idle. Additionally, there is a pump jack and oil tank on
site. This lease is in close proximity to the Company's West Sheppard Pool project and has been impacted by the same issues
encountered there, as production is run through the Bell compressor station which has been suspended, as the gas pipeline company has
encountered equipment failure at the compressor station. In order to justify the investment in new equipment, the pipeline company is
requiring local operators to provide additional production throughput to send more gas into the system. This issue is still unresolved.

 •

 Hessom Lease – 183 Acres in Okmulgee County

an oil and gas well on site that is currently idle. Additionally, there is a pump jack and oil tank on site. Gas production from this
lease is also impacted by the suspension of the Bell compressor station. The operator is evaluating moving a new pump jack on
site, as it believes there is potential to resume oil production at this lease.

 •

 Chastain Lease – 80 Acres in Okmulgee County

two oil and gas wells on site that are not operational. Additionally, there is a pump jack and oil tank on site. There are some ongoing
maintenance issues with the functionality of the pump jack and other equipment on the wells which require sourcing parts and upgrades.

 The Company, through its
joint venture partner Blackrock has put considerable effort into reworking and rehabilitating these leases. In the fiscal year
ended June 30, 2024, the Company's share of revenues from oil and gas sales from the Blackrock Joint Venture totaled $28,285.
Many wells are currently not active and will require additional capital expenditure to resume production.

 Our existing wells on these
leases encompass various oil and gas zones, generally ranging from 600 feet depth to approximately 2,200 feet. The majority of our wells
are drilled down to either the Sonora or the Booch Sands formations. The Sonora occurs at approximately 600 feet and the Booch Sands at
1,000 feet. On the Chain, Anthony, Calley, Abby and Duffy leases most of the wells are drilled to the Dutcher zone, which ranges from
1,400 to 2,000 feet. Calley and Abby both have wells in the Cromwell zone, which extends to a depth of 2,200 feet.

 Oil from the Joint Venture
is hauled and sold to a locally licensed First Purchaser in Oklahoma with over 40 years of oilfield experience. Natural gas is sold via
pipeline to a local subsidiary of Enerfin Resources, a privately held midstream natural gas and crude company based in Houston, Texas,
that was founded in 1986. The land owner royalties on these leases derived from gross revenue production varies from 12.5% to 23.5%. State
production tax on oil sales is 7%.

 Kansas

 In July 2021, the Company
through its wholly owned Kansas subsidiary, Okmin Operations, LLC, entered into an agreement to acquire a 72.5% Net Revenue Interest in
the Vitt Lease located in Neosho County, Kansas. Okmin Operations, LLC acquired the lease with a cash payment of $25,000 together with
a commitment to make additional capital and operating expenditures to rework the wells on the lease. In the fiscal year ended June 30,
2024 lease operating expenses recorded for the Vitt totaled $6,719. To date, the Company's aggregate additional capital and lease
operating expenditures on the lease are approximately $108,000. The lease covers 160 acres and includes eleven existing oil and gas wells
and four water injection wells.

 The Company has entered into
an operating agreement covering the Vitt Lease with Petron Oil and Gas LLC ("Petron"), pursuant to which Petron will handle
the reworking of the existing wells and other day to day operations at the lease. Under the operating agreement, the company has fulfilled
its commitment for expenditures to rework the existing wells and to cover operator costs and expenses of at least $50,000. Under
the agreement, J & S McCoy Enterprises and Earnest Ashlock, who is the principal of Petron, together will retain a 15% Net Revenue
Interest in the Vitt Lease. Upon the lease becoming fully operational, it is anticipated that the parties will contribute capital
costs in accordance with their percentage working interest, of which Okmin's working interest is 85.8571428571%. The remaining 12.5%
Net Revenue Interest of the lease reverts back to the landowners.

 This
lease currently has fifteen wells on site. Nine oil and gas wells, two idle wells that require further evaluation, and four injection
wells. These are shallow wells drilled down to the Bartlesville zone at a depth of 525 feet. The operator conducted some work on the wells
in 2023, including rebuilding the downhole pumps, though the wells are not currently operating, as some additional maintenance work is
required.

 One
of the injection wells onsite remains idle. The Vitt lease is equipped with pump jacks, oil and water tanks and other equipment. Since
we acquired the lease a nominal amount of oil has been sold from it, contributing approximately $1,972 to revenues in the last fiscal
year ended June 30, 2024.

 West Sheppard Pool
Field in North East Oklahoma

 In August 2021, the Company entered into an option
agreement with Blackrock to acquire a 50% joint venture interest in the West Sheppard Pool Field, a series of leases totaling 1,930 acres
located in Okmulgee County, Oklahoma. In November 2021, the Company exercised its option and entered into a definitive joint venture and
operating agreement with Blackrock at a cost of $150,000 in cash.

 The 26 existing wells on the leases range from 850
feet to 1,950 feet in depth with gas production from several zones as their main objective.

 During the second half of calendar 2023, our partner
and operator, Blackrock Energy, LLC agreed to a farmout agreement of its working interests in West Sheppard Pool (with the exception of
a 2% overriding royalty interest maintained by Blackrock). Blackrock's interests were transferred to Sheppard Pool Operating, LLC
(hereinafter referred to as "SPO"), the owner of the adjacent East Sheppard Pool leases. SPO also became the Operator of record
on the project. This transaction does not change our working interests in the project.

 The Company and
SPO had previously entered into a gas gathering agreement in June 2023 in an effort to restore and ultimately improve gas flows into the
gas transit pipeline system. During the year ended June 30, 2024, we received no revenue from the property as gas sales continued to be
suspended due to further required pipeline work and the failure of equipment owned by the gas pipeline company at its compressor station.
In order to replace the failed equipment, the gas pipeline company is requiring additional gas throughput to justify the investment. SPO
has been working to upgrade the gas gathering system on the property, including replacing older gas gathering lines with new modern lines.
The older lines were discovered to contain numerous leaks which likely contributed to a lack of throughput to the compressor station.
In the year ended June 30, 2024, the Company recorded expenditures at West Sheppard Pool of $14,594.

 Prior to the suspension of activities following a
compressor outage, only 6 of the 26 wells on the property were selling into the pipeline. Subsequently an additional 4 wells were connected
in late 2022, so in total there are now 10 of the 26 wells at West Sheppard Pool connected to the gas gathering system. Many of those
wells would likely benefit from workovers to increase their production potential, and six wells were identified by the operator for reentry
to perforate and fracture new zones for both oil and gas. The property also has the potential for infill drilling for new wells within
the property. Any work is dependent upon obtaining additional capital, which could include adding an additional partner to fund this work
program.

 Pushmataha County –
South East Oklahoma

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

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

 Pushmataha has 7 existing
gas wells ranging in depth from 10,000-12,300 feet. The wells were inactive since 2019 due to line leaks and lower gas prices, though
in April 2021 some wells were put back online and have at various intervals produced between 100-300 MCFD. Through the
fiscal year ended June 30, 2024, we recorded $12,287 in revenues from gas sales at the project.

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

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

 In the fiscal year ended
June 30, 2024, lease operating expenditures were $22,664 with additional gas fees, transportation and taxes aggregating $6,000. The
operator believes with additional capital expenditures for reworking and recompletion efforts it can optimize the production
potential of this field. The application of newer technologies could also have an important impact on the economics for this asset.

 The following table details
the Company's net oil and gas production by project in the fiscal year ended June 30, 2024.

 Net Oil and Gas Production by Project
 For the fiscal year ended June 30, 2024

 Oil

 Natural Gas

 Project

 Production
 (BBLS)

 Avg. Cost
 ($)

 Avg. Sales Price
 ($)

 Production
 (MCF)

 Avg. Cost
 ($)

 Avg. Sales Price
 ($)

 Total Revenue
 ($)

 Black Rock
 JV

 70.88

 0.22

 28,285

 —

 —

 —

 5,946

 4.00

 2.07

 12,286

 West Sheppard

 —

 —

 —

 —

 —

 —

 —

 Vitt Lease

 74.71

 —

 —

 —

 1,972

 The acreage of each of our projects as of June 30,
2024 is included in the following table.

 Total

 Acreage

 Developed

 Acreage

 Undeveloped

 Acreage

 Gross

 Net

 Gross

 Net

 Gross

 Net

 Black
 Rock JV

 1,529

 764.5

 1,529

 764.5

 —

 —

 3,840

 1,920

 3,840

 1,920

 —

 —

 West
 Sheppard

 1,930

 1,570

 Vitt
 Lease

 34.25

 102.75

 Total

 7,459

 3,786.5

 5,769

 2,898.75

 1,690

 887.75

 The following table details
the current classification of all existing wells on each of our projects as of June 30, 2024.

 Total Wells

 (producing and idle)

 Producing Oil

 Wells

 Producing Natural

 Gas Wells

 Gross

 Net

 Gross

 Net

 Gross

 Net

 Black
 Rock JV

 6.5

 —

 —

 3.5

 —

 —

 West
 Sheppard

 —

 —

 —

 —

 Vitt
 Lease

 9.4

 —

 —

 —

 —

 Total

 44.9

 6.5

 To date, Okmin has focused on reworking currently
producing wells and upgrading the infrastructure on its four projects. The Company believes that with additional capital commitments there
is considerable potential to increase production on each of the projects. The Federal restrictions on new oil and gas leases on Federal
land has significantly improved the economics and attractiveness of older fields on private land. Each of the projects has largely been
without any notable work or investment expenditures in a number of years, and existing well spacing on most of the projects is considerably
less than currently allowed which would permit infill drilling into much of the acreage classified as developed. In addition to the current
activities on existing wells, the Company and its consultants have evaluated a number of potential work programs to increase production.
These include:

 Recompletion of wells into additional known hydrocarbon zones;

 Deepening wells;

 Stimulating reservoirs utilizing modern techniques;

 Infill drilling within the current permittable spacing;

 New drilling on undeveloped portions of the leases.

 In the absence of a new funding
partner or other circumstances changing, with the current industry environment and capital constraints, the Company anticipates expenditures
in connection with existing project areas at the present time will be up to $50,000.

 There is no guarantee that
such allocations will occur in full. If we do not succeed in raising additional capital, our resources may not be sufficient to fund our
planned operations and will have a significant negative effect on our operations and financial condition.

 ITEM 3. LEGAL
PROCEEDINGS.

 We are not currently involved in any litigation that
we believe could have a material adverse effect on our financial condition or results of operations.

 ITEM 4. MINE SAFETY DISCLOSURES.

 Not applicable.

 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY,
RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 Market Information

 Beginning in September 2022, our common stock was
approved for trading on the OTCQB Tier of OTC Markets under the stock symbol "OKMN". Any OTC Markets quotations reflect inter-dealer
prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

 The following table sets forth the range of high and
low trading prices of the Company's Common Stock during the periods indicated.

 Fiscal Year 2024

 High

 Low

 Quarter ended June 30, 2024

 $
 0.05

 $
 0.04

 Quarter ended March 31, 2024

 $
 0.1099

 $
 0.03

 Quarter ended December 31, 2023

 $
 0.1199

 $
 0.10

 Quarter ended September 30, 2023

 $
 0.22

 $
 0.092

 Fiscal Year 2023

 High

 Low

 Quarter ended June 30, 2023

 $
 0.30

 $
 0.055

 Quarter ended March 31, 2023

 $
 0.12

 $
 0.102

 Quarter ended December 31, 2022

 $
 0.00

 $
 0.102

 Quarter ended September 30, 2022

 $
 0.00

 $
 0.00

 The closing sales price of the Company's common
stock as reported on June 30, 2024, was $0.04 per share.

 Holders of Our Common Stock

 The Company's transfer agent is Vstock Transfer,
18 Lafayette Place, Woodmere, NY 11598. Their phone number is (212) 828-8436, and their website is www.vstocktransfer.com.

 Based upon the records of the Company's transfer
agent, the number of holders of record of our common stock, including depositories, as of June 30, 2024 was 77.

 Dividends

 The Company has never declared or paid any cash or
stock dividends on its common stock. The Company currently intends to retain future earnings, if any, to finance the expansion of its
business. As a result, the Company does not anticipate paying any cash dividends in the foreseeable future. The payment of dividends on
our common stock is within the discretion of our board of directors.

 Securities Authorized for Issuance under Equity
Compensation Plans

 The Company presently does not have an equity compensation
plan.

 Recent Sales of Unregistered Securities

 During the three most fiscal years ended June 30,
the Company issued the following shares of common stock in unregistered transactions without the participation of any broker-dealer or
underwriter:

 Date

 Description

 Number
 of Shares Issued

 Purchaser

 Proceeds
 ($)

 Consideration

 Exemption

 September 2022

 (a)

 315,000

 $
 Nil

 September 2022

 (b)

 6,375,000

 Investors

 $
 255,000

 Placement

 October/November 2022

 (b)

 2,662,500

 Investors

 $
 106,500

 Placement

 December 2022

 (c)

 2,400,000

 $
 Nil

 January 2023

 (b)

 1,000,000

 Investors

 $
 40,000

 Placement

 February 2023

 (d)

 250,000

 $
 Nil

 August 2023

 (e)

 460,000

 $
 Nil

 August 2023

 (f)

 59,375

 $
 Nil

 November 2023

 (d)

 151,305

 $
 Nil

 June 2024

 (d)

 321,741

 $
 Nil

 (a)

 On September 30, 2022, the Company's Board of Directors approved the issuance of 315,000 shares of the Company's common stock in lieu of a cash payments of $12,600 in consideration of a compliance consulting services agreement and additional accounting, secretarial and public and investor relations services.

 (b)

 On September 29, 2022, the Company completed the initial placement of 6,375,000 equity units in a private placement. Subsequently, through March 31, 2023, the Company placed an additional 3,662,500 equity units in the private placement. Each unit consists of 1 common share and 0.5 of a warrant. The units were priced at $0.04 per unit and each full warrant will be exercisable to buy one share of the Company's common stock at a price of $0.05 until December 31, 2024. Pursuant to the terms of the placement the Company issued an aggregate of 10,037,500 common shares and 5,018,750 warrants for gross proceeds of $401,500. These equity units were issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933 (the "Securities Act") and Regulation D promulgated thereunder.

 (c)

 On December 29, 2022, the Company issued 2,400,000 shares of common stock to a corporate consultant at a deemed value of $60,000.

 (d)

 On February 11, 2023, the Company issued 250,000 shares of common stock in connection with the signing of an ongoing services agreement with Sierra Land Resources, LLC, in connection with Land and Resource Development work at a deemed value of $12,500. On November 27, 2023, the Company issued a further 151,305 shares at a deemed price of $0.10 per share for services valued at $15,131 and then on June 30, 2024, the Company issued 321,741 shares at $0.0425 per share, all in connection with the services agreement.

 (e)

 As of August 1, 2023, the Company issued 460,000 shares pursuant to a consulting agreement which vest quarterly, at a deemed price of $0.22 per share. During the fiscal year ended June 30, 2024 we expensed $75,866 in connection with this agreement.

 (f)

 As of August 28, 2023, the Company issued 59,375 shares at a deemed price of $0.12 per share for previous services valued at $7,125 rendered by its consulting geologist.

 With respect to sales designated in the table by "Sec.
4(a)(2)," these shares were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act
of 1933, as amended (the "Securities Act"), as privately negotiated, isolated, non-recurring transactions not involving any
public offer or solicitation. Each purchaser represented that such purchaser's intention was to acquire the shares for investment
only and not with a view toward distribution.

 The offers, sales, and issuances of the securities
described above were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act
and/or Rule 506 as promulgated under Regulation D as transactions by an issuer not involving a public offering. The recipients of securities
in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution
thereof and appropriate legends were affixed to the securities issued in these transactions. Each of the recipients of securities in these
transactions was an accredited or sophisticated person and had adequate access, through employment, business or other relationships, to
information about us.

 The Company claims an exemption from the registration
requirements of the Securities Act for the issuances of the above securities pursuant to Section 4(a)(2) of the Securities Act and/or
Rule 506 of Regulation D promulgated under the Securities Act. The investors in these securities are accredited investors as defined in
Rule 501 of Regulation D promulgated under the Securities Act.

 ITEM
6. SELECTED FINANCIAL DATA

 As the Company is a Smaller
Reporting Company (as defined by Rule 229.10(f)(1)), the Company is not required to provide the information under this item.

 ITEM 7. MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

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

 Cautionary Note Regarding Forward-Looking Information

 The following discussion and analysis of the results
of operations and financial condition of Okmin Resources Inc. and its subsidiaries ("Okmin" or the "Company")
as of June 30, 2024 should be read in conjunction with our audited financial statements and the notes to those audited financial statements
that are included elsewhere in this Annual Report on Form 10-K. References in this Management's Discussion and Analysis of Financial
Condition and Results of Operations to "us", "we", "our" and similar terms refer to Okmin. This Annual
Report contains forward-looking statements as that term is defined in the federal securities laws. The events described in forward-looking
statements contained in this Annual Report may not occur. Generally, these statements relate to business plans or strategies, projected
or anticipated benefits or other consequences of our plans or strategies, projected or anticipated benefits from acquisitions to be made
by us, or projections involving anticipated revenues, earnings or other aspects of our operating results. The words "may,"
"will," "expect," "believe," "anticipate," "project," "plan,"
"intend," "estimate," and "continue," and their opposites and similar expressions, are intended to
identify forward-looking statements. We caution you that these statements are not guarantees of future performance or events and are subject
to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of the
statements and the projections upon which the statements are based.

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

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

 Overview

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

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

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

 The Company has an interest in four separate projects:

 1)

 The Blackrock Joint Venture encompassing 15 oil and gas leases in Oklahoma

 2)

 A 72.5% Net Revenue Interest in the Vitt oil lease located in Neosho County, Kansas

 3)

 A 50% joint venture interest in West Sheppard Pool, a natural gas project in North East Oklahoma

 4)

 A 50% joint venture interest in Pushmataha, a natural gas project in South East Oklahoma.

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

 Blackrock Joint Venture

 Okmin entered into a Joint Venture Agreement and Operating
Agreement in February 2021, committing $100,000 in the initial phase to acquire working interests in ten oil and gas leases located in
Okmulgee and Muskogee Counties in Oklahoma. Under the Operating Agreement, Okmin has a 50% Working Interest in 710 acres and a 25%
interest in 80 acres. The Company's Joint Venture partner, Blackrock Energy LLC ("Blackrock"), is the operator of the
project. Pursuant to a further agreement entered into on June 10, 2022, the Company added an additional five oil and gas leases across
739 acres to its Joint Venture with Blackrock, thereby expanding the overall project to fifteen leases covering over 1,500 acres. In the
fiscal year ended June 30, 2024, lease operating expenses including taxes recorded across the extended Joint Venture totaled $42,048 and
our share of the Joint Venture recorded revenues of $28,285 from oil and gas sales, predominantly oil, compared with $46,875 in revenues
for the corresponding fiscal year ended June 30, 2023.

 Vitt Lease

 The Company through its wholly owned Kansas subsidiary,
Okmin Operations, LLC entered into an agreement in July 2021 to acquire a 72.5% Net Revenue Interest in the Vitt Lease located in Neosho
County, Kansas. Okmin Operations, LLC acquired the lease with a cash payment of $25,000 together with a commitment to make additional
capital and operating expenditures to rework the wells on the lease. The lease covers 160 acres and after initial reworking now includes
nine oil wells, two idle wells and four water injection wells. At present the wells are not pumping, as they require additional maintenance
work. As of the fiscal year ending on June 30, 2024, aggregate additional expenditures beyond the purchase totaled approximately $108,000.
During the fiscal year ended June 30, 2024, the Company's expenditures at the Vitt Lease totaled $6,719. For the year ended June
30, 2024, the Company received $1,972 in revenues from the project compared to revenues for the year ended June 30, 2023 of approximately
$5,200.

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

 West Sheppard Pool

 In August 2021, the Company entered into an option
agreement with Blackrock to acquire a 50% joint venture interest in the West Sheppard Pool Field, a series of leases totaling 1,930 acres
located in Okmulgee County, Oklahoma. In November 2021, the Company exercised its option and entered into a definitive joint venture and
operating agreement with Blackrock at a cost of $150,000 in cash.

 The 26 existing wells on the leases range from 850
feet to 1,950 feet in depth with gas production from several zones as their main objective.

 During the second half of calendar 2023, our partner
and operator, Blackrock Energy, LLC agreed to a farmout agreement of its working interests in West Sheppard Pool (with the exception of
a 2% overriding royalty interest maintained by Blackrock). Blackrock's interests were transferred to Sheppard Pool Operating, LLC
(hereinafter referred to as "SPO"), the owner of the adjacent East Sheppard Pool leases. SPO also became the Operator of record
on the project. This transaction does not change our working interests in the project.

 The Company and SPO had previously
entered into a gas gathering agreement in June 2023 in an effort to restore and ultimately improve gas flows into the gas transit pipeline
system. During the year ended June 30, 2024, we received no revenue from the property as gas sales continued to be suspended due to further
required pipeline work and the failure of equipment owned by the gas pipeline company at its compressor station. In order to replace the
failed equipment, the gas pipeline company is requiring additional gas throughput to justify the investment. SPO has been working to upgrade
the gas gathering system on the property, including replacing older gas gathering lines with new modern lines. The older lines were discovered
to contain numerous leaks which likely contributed to a lack of throughput to the compressor station. In the year ended June 30, 2024,
the Company recorded expenditures at West Sheppard Pool of $14,594.

 Prior to the suspension of activities following a
compressor outage, only 6 of the 26 wells on the property were selling into the pipeline. Subsequently an additional 4 wells were connected
in late 2022, so in total there are now 10 of the 26 wells at West Sheppard Pool connected to the gas gathering system. Many of those
wells would likely benefit from workovers to increase their production potential, and six wells were identified by the operator for reentry
to perforate and fracture new zones for both oil and gas. The property also has the potential for infill drilling for new wells within
the property. Any work is dependent upon obtaining additional capital, which could include adding an additional partner to fund this work
program

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

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

 Pushmataha has seven existing
gas wells ranging in depth from 10,000 - 12,300 feet. The wells were inactive since 2019 due to line leaks and lower gas prices, though
in April 2021 some wells were put back online and have at various intervals produced between 100 - 300 thousand cubic feet per
day (MCFD). Through the fiscal year ended June 30, 2024, we recorded $12,286 in revenues from gas sales at the project compared to revenues
for the fiscal year ended June 30, 2023 of $60,066.

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

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

 In the fiscal year ended
June 30, 2024, lease operating expenditures were $22,664 with additional gas fees, transportation and taxes aggregating $6,000. The
operator believes with additional capital expenditures for reworking and recompletion efforts it can optimize the production
potential of this field. The application of newer technologies could also have an important impact on the economics for this asset.

 -----------------------------------------------

 Management is actively evaluating various new strategic
investment and acquisition opportunities in the resources sector, including opportunities to potentially broaden our activities beyond
the development of conventional oil and gas projects. To assist in this process, the Company has established a Board of Advisors and appointed
 Dr. John N. O'Brien as its Senior Advisory Board Member.

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

 Results of Operations

 Fiscal Years ended June 30, 2024 and 2023

 Revenue

 We generated $42,543 in revenue from oil and gas sales
for the fiscal year ended June 30, 2024, as compared to $114,098 in revenues for the fiscal year ended June 30, 2023. The decrease in
revenue is attributable to lower oil and gas prices and curtailed operations. Costs of revenues were $92,024 in the year ended June 30,
2024 versus $260,768 for the year ended June 30, 2023, attributable to the Company decreasing lease operating costs as it conducted limited
operations under the current market conditions and as a result of its limited cash resources.

 General and Administrative
Expense

 General and administrative
expenses were steady at $406,181 for the year ended June 30, 2024 as compared to $380,747 for the year ended June 30, 2023. A significant
component of this included non-cash amounts comprised of $28,805 of stock issued to our land and resource development Manager and $104,296
in connection with corporate, investor relations and consulting fees comprised of common stock that either vested and/or was issued in
lieu of cash for services. Additionally, $141,750 of these expenses were accrued and deferred compensation.

 In the year ended June 30,
2024, of note we recorded the following expenses as compared to the corresponding year ended June 30, 2023: Interest expense was lower
at $16,647 vs $19,510; listing & compliance related fees were lower at $16,380 vs. $26,912; legal fees were higher at $50,000 vs $21,835
as we engaged ongoing counsel on a more regular basis; audit fees were $22,302 vs $22,700; compensation in connection with accounting
and bookkeeping $10,440 vs $17,784 and depreciation was higher at $5,194 vs. $3,970. Other expenses related to compensation, filing and
transfer agent fees, rent and other general and administrative expenses necessary for our operations.

 Net Loss

 The net loss for the year ended June 30, 2024
was $873,214 compared to a net loss of $529,014 for the year ended June 30, 2023. This amount includes a one-off impairment charge
of $401,858 that was recorded as an expense for the year ended June 30, 2024, following testing to determine current fair value of
oil and gas properties and the Company's subsequent review of the capitalized value of its oil and gas properties. Outside of
the impairment charge, expenses totaled $503,393. The Expenses during the period ended June 30, 2024, included: compensation $20,250
in cash and $141,750 accrued compensation, $92,024 in lease operating expenses (including taxes and royalties), interest of $16,647,
legal, accounting and other professional fees of $113,643 and other general and administrative expenses necessary for our
operations. The net loss also includes non-cash items of $137,130 in stock issued for services.

 The expenses during the period
ended June 30, 2023 by comparison included: compensation $81,000 in cash and $81,000 accrued compensation, lease operating expenses (including
taxes and royalties) of $263,018, interest of $19,510 and professional fees of $70,316. The net loss also included non-cash items of $85,100
in stock issued for services. Additionally, the Company incurred additional expenses as it started trading as a public company.

 Net cash from investing activities

 In the year ended June 30, 2024, cash expended on
investing activities was nil versus $45,212 in the year ended June 30, 2023. The lower amount this fiscal year is attributable to the
Company not investing new capital into projects versus the previous year which included some ongoing rework expenses on the Company's
projects.

 Net cash from financing

 Net cash from financing activities in the year ended
June 30, 2024 was negative $16,000, which consisted of repayments on the Convertible Note. In the previous
year ended June 30, 2023 net cash from financing activities of $353,375 was predominantly comprised of private placements of equity securities.

 Liquidity and Capital Resources

 Current Financial Condition

 As of June 30, 2024, we had total assets of $366,621,
comprised primarily of cash of $72,281, oil and gas properties of $294,237 and other assets of $103. As of June 30, 2024, we had total
liabilities of $533,159, primarily comprised of convertible debt and related interest payable of $204,677 and deferred and accrued compensation
of $276,750.

 The Convertible debt maintained by the company has
a 10% annual interest rate, was initially set up with repayments of $3,500 per month commencing as of May 2022 and any open balance is
convertible at the Lender's discretion into shares of the Company's common stock at $0.03 per share with warrant coverage
at the same price on the basis of one warrant per every three shares issued under the note. The principal amount of the note is secured
by a lien on the Vitt lease. In the related security agreement, the Company has agreed to remit the first $125,000 in net revenue received
from its interest in the Pushmataha Gas Field toward the payment and performance of the note. As of June 30, 2024, the Company had a remaining
balance of $155,135 on the note and outstanding interest of $49,542 and repayments have been revised with the lender at a minimum of $2,000
monthly. In July 2023, the Company reached an agreement with the Lender to temporarily suspend the monthly repayment requirement for three
months, from July through September 2023, with the note accruing the usual interest during this period.

 The Company had a net loss of $873,214 for the year
ended June 30, 2024 and an accumulated deficit of $1,708,518. As at June 30, 2024, we had a working capital deficit of approximately $460,878.
 We are still an early stage company and to date we have only achieved limited revenues from operations and anticipate that operating
revenues will continue to be limited until the Company is in a position to commit substantial capital resources to its operations.

 For the 2025 fiscal year we anticipate cash needs
of approximately $300,000 for general corporate overhead and for operations on our existing lease properties. This amount does not include
funding for any potential workovers, re-entries, stimulation treatments and recompletions of existing non or low producing wells. Any
new work on our properties will require additional capital. A portion of the required cash will be obtained from oil and gas sales. The
Company plans to obtain the remainder of the required capital through private sales of securities or debt financing.

 To date, we have funded our operations primarily through
private sales of equity and/or convertible securities for cash. We depend upon debt and/or equity financing and revenues to fund our ongoing
operations and to execute our current business plan. In the 2023 fiscal year, such capital requirements and the requirements for our planned
ongoing activities is greater than the capital we currently have available. We will be required to obtain alternative or additional financing
from financial institutions, investors or otherwise, in order to maintain and expand our existing operations. Our most likely source of
additional capital is through the sale of our securities, including common stock. We may also obtain capital through the sale of preferred
stock or convertible securities, or through debt financing. If we are unable to obtain additional financing it would have a material adverse
effect upon our business, financial condition and results of operations, including negatively affecting our ability to complete ongoing
activities and which could cause us to curtail or cease certain of our operations.

 Critical Accounting Estimates

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

 Recently Issued Accounting Pronouncements

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

 Going Concern Qualification

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

 As reflected in the accompanying audited financial
statements, the Company had a net loss of $873,214 for the year ended June 30, 2024 and an accumulated deficit of $1,708,518 as of the
same date. These factors, among others, raise doubt about the Company's ability to continue as a going concern.

 The Company had a working capital deficit of $460,878
as at June 30, 2024. In the 2025 fiscal year we anticipate cash needs of a minimum of $300,000, to maintain general corporate overhead
and for continued work in maintaining our existing lease properties. This does not include any potential workovers, re-entries, stimulation
treatments and recompletions of existing non or low producing wells, which would require additional capital commitments. The Company plans
to obtain that capital by issuing equity securities, which may consist of either capital stock or convertible debt.

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

 Off-Balance Sheet Arrangements

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

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK.

 As a smaller reporting company, as defined in Rule
12b-2 of the Exchange Act, we are not required to provide the information required by this Item.

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA.

 The financial statements and the other information
required by this Item can be found beginning on page F-1.

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 None.

 ITEM 9A.
CONTROLS AND PROCEDURES.

 Evaluation of Disclosure Controls and Procedures

 Our management is responsible for establishing and
maintaining disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that are designed to
reasonably ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated
to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosure based closely on the definition of "disclosure controls and procedures" in Rule 15d-15(e) under the Exchange
Act. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no
matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management
necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

 At the end of the period covered by this Annual Report,
we conducted an evaluation (the "Evaluation"), under the supervision and with the participation of our Chief Executive Officer
and Chief Financial Officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon the
foregoing, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2024, the disclosure controls and procedures
of our Company were not effective to ensure that the information required to be disclosed in our Exchange Act reports was recorded, processed,
summarized and reported on a timely basis because of the material weaknesses in internal control over financial reporting described below.

 Management's Annual Report on Internal Control over Financial
Reporting

 Our management is responsible for establishing and
maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles. A company's 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 the 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 management and directors of the company; and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could
have a material effect on the financial statements.

 We carried out an evaluation, with the participation
of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company's internal control over financial
reporting as of June 30, 2024. We identified certain deficiencies relating to our internal control over financial reporting that constitute
a material weakness under standards established by the Public Company Accounting Oversight Board (the "PCAOB"). The PCAOB
defines a material weakness as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that
there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not
be prevented or detected on a timely basis. A deficiency in internal control exists when the design or operation of a control does not
allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely
basis.

 Material Weaknesses and Corrective Actions

 The following material weaknesses in our internal
control over financial reporting continued to exist at June 30, 2024:

 We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act");

 We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our limited size and early-stage nature of operations, segregation of all conflicting duties may not always be possible and may not be economically feasible; however, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals;

 We lack an audit committee of our board of directors; and

 We have insufficient monitoring and review of controls over the financial reporting closing process, including the lack of individuals with current knowledge of U.S. GAAP.

 We believe that these material weaknesses primarily
relate, in part, to our lack of sufficient staff with appropriate training in U.S. GAAP and SEC rules and regulations with respect to
financial reporting functions, and the lack of robust accounting systems, as well as the lack of sufficient resources to hire such staff
and implement these accounting systems.

 Subject to raising sufficient additional capital,
we plan to take a number of actions in the future to correct these material weaknesses including adding experienced accounting and financial
personnel and retaining third-party consultants to review our internal controls and recommend improvements. We will need to take additional
measures to fully mitigate these issues, and the measures we have taken, and expect to take, to improve our internal controls may not
be sufficient to (1) address the issues identified, (2) ensure that our internal controls are effective or (3) ensure that the identified
material weakness or other material weaknesses will not result in a material misstatement of our annual or interim financial statements.
In addition, other material weaknesses may be identified in the future. If we are unable to correct deficiencies in internal controls
in a timely manner, our ability to record, process, summarize and report financial information accurately and within the time periods
specified in the rules and forms of the SEC will be adversely affected. This failure could negatively affect the market price and trading
liquidity of our common stock, cause investors to lose confidence in our reported financial information, subject us to civil and criminal
investigations and penalties, and generally materially and adversely impact our business and financial condition.

 Limitations on Effectiveness of Controls and
Procedures

 In designing and evaluating the disclosure controls
and procedures and internal control over financial reporting, 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 and internal control over financial reporting must reflect the fact that there are resource constraints and that
management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

 Changes in Internal Controls over Financial
Reporting

 There were no changes in our internal controls over
financial reporting that occurred during the fiscal year ended June 30, 2024 that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial reporting.

 ITEM 9B. OTHER INFORMATION.

 During the year ended June 30, 2024, no director or
officer of the Company adopted or terminated a contract, instruction or written plan for the purchase or sale of securities of the Company
intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and/or a non-Rule 10b5-1 trading arrangement.

 ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 The following table sets forth the names and positions of
our current executive officers and directors.

 Name

 Age

 Position with the Company

 Jonathan Herzog

 President, Chief Executive Officer, Chief Financial Officer, Secretary

 Samuel Naparstek

 Director

 Jonathan D. Herzog - Mr. Jonathan Herzog has
been a Director and the President and Chief Executive Officer of Okmin Resources, Inc. since its inception in December 2020. Mr. Herzog
has over 25 years of corporate and senior management experience. During the past five years, Mr.
Herzog has served as an executive officer and director of Chabad of the Valley, a non-profit umbrella organization in Los Angeles, which
oversees multiple community centers and many charitable and social service programs. Additionally, during this time, Mr. Herzog has
been self-employed as a corporate and investor relations consultant for both private and public companies. From 2015 to 2016, Mr.
Herzog served as President and a Director of Intelligent Buying, Inc. From 1995 to 1999, Mr. Herzog
was a licensed Securities Dealer and Designated Trading Representative at Bell Securities Limited (now known as Bell Potter Securities),
a member firm of the Australian Stock Exchange. In 2002, Mr. Herzog relocated to the United States and served as the President of Avenue
Energy, Inc., achieving the transition from newly formed oil and gas exploration company to an oil producer in 2003. Mr. Herzog
also served as a Director on the Board of various other companies, including: Avenue Group and its subsidiary companies, Bickhams Media
and VideoDome Networks, which were acquired by ROO Group, Inc in 2004. Mr. Herzog was a Fellow of the Australian Institute of Company
Directors from 1993 to 2011. Mr. Herzog holds a Bachelors Degree in Economics from Monash University in Melbourne, Australia.

 Shmuel "Samuel"
Naparstek - In July, 2024, the Board appointed Shmuel "Samuel" J. Naparstek to serve on the Board
filling a vacancy after Tom Lapinski's retirement. Mr. Naparstek has built a global network of investors, innovators and philanthropists,
and has served as a Corporate Consultant to Okmin Resources since January 2021. Since 2002, Mr. Naparstek has been engaged in various
consulting roles with private and public companies. Mr. Naparstek has been a board member of Perfectomundo Inc. since September 2018,
and has been instrumental in building and growing a variety of their new tequila brands in the marketplace. Prior to 2002, Mr. Naparstek
was a principal executive of a network of non-profit organizations focused on religious, educational and social service activities.
He continues to be actively sought out as an advisor to organizations and charitable foundations on the West Coast.

 Directors hold office until the next annual meeting,
or by written consent, of the Company's shareholders, and the election and qualification of their successors. Officers hold office
at the pleasure of the Company's Board of Directors, and are subject to removal at any time by the Board.

 Board Leadership Structure and Role in Risk Oversight

 Our Board of Directors ("Board") is primarily
responsible for overseeing our risk management processes on behalf of the Company. The Board receives and reviews periodic reports from
management, auditors, legal counsel, and others, as considered appropriate regarding our company's assessment of risks. In addition,
the Board focuses on the most significant risks facing our company and our company's general risk management strategy, and also
ensures that risks undertaken by our company are consistent with the board's appetite for risk. While the Board oversees our company's
risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the
most effective approach for addressing the risks facing our company and that our board leadership structure supports this approach.

 Family Relationships

 There is no family relationship between the individuals
serving as executive officers and directors.

 Involvement in Certain Legal Proceedings

 During the past ten years, none of the persons serving
as our executive officers and directors has been the subject of any of the following legal proceedings that are required to be disclosed
pursuant to Item 401(f) of Reg. S-K: (a) any bankruptcy petition filed by or against any business of which such person was a general partner
or executive officer either at the time of the bankruptcy or within two years prior to that time; (b) any criminal convictions or any
criminal proceedings in which the person is a named subject (excluding traffic violations and other minor offenses); (c) any order, judgment,
or decree permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities
or banking activities; (d) any finding by a court, the SEC or the CFTC to have violated a federal or state securities or commodities law,
any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud
in connection with any business entity; or (e) any sanction or order of any self-regulatory organization, any registered entity, or any
equivalent exchange, association, entity or other organization that has disciplinary authority over its members or persons associated
with a member. Further, no such legal proceedings are believed to be contemplated by governmental authorities against any director or
executive officer.

 Code of Ethics

 As a recently registered reporting company under the
Exchange Act, the Company has not yet adopted a code of ethics as contemplated by Item 406 of Reg. S-K that would apply to our principal
executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Our
Board plans to adopt a written code of business conduct and ethics ("Code") that applies to our directors, officers and employees,
including our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing
similar functions. We intend to post on our website a current copy of the Code and all disclosures that are required by law in regard
to any amendments to, or waivers from, any provision of the Code.

 Nominating Committee

 We have not adopted any procedures by which security
holders may recommend nominees to our Board of Directors.

 Audit Committee

 The Board of Directors acts as the Audit Committee
and the Board has no separate committees. The Company has no qualified financial expert at this time because it has not been able to hire
a qualified candidate. Further, the Company believes that it has inadequate financial resources at this time to hire such an expert.

 Indemnification of Directors and Officers

 Our directors and executive officers are indemnified
as provided by Nevada law and our Bylaws. These provisions state that our directors may cause us to indemnify a director or former director
against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred
by him as a result of him acting as a director. The indemnification of costs can include an amount paid to settle an action or satisfy
a judgment. Such indemnification is at the discretion of our board of directors and is subject to the Securities and Exchange Commission's
policy regarding indemnification.

 Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions,
or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.

 Section 16(a) Beneficial Ownership Reporting Compliance

 Section 16(a) of the Exchange Act requires a company's
directors and officers, and persons who own more than 10% of any class of a company's equity securities which are registered under Section
12 of the Exchange Act, to file with the SEC initial statements of beneficial ownership on Form 3, reports of changes in ownership on
Form 4, and annual reports on Form 5 concerning their ownership of and transactions concerning our common stock and other equity securities.
Such officers, directors and 10% stockholders are also required to furnish the company with copies of all Section 16(a) reports they file.
Based solely on our review of the copies of such forms received by the Company, or written representations from the reporting persons
as of the date of this Report, management believes that all Section 16(a) filing requirements applicable to directors, officers and 10%
stockholders with respect to the fiscal year ended June 30, 2024, have been fulfilled with the following exceptions:

 As of the fiscal year ended June 30, 2024, the Aharonoff
Family Trust has not filed its initial Form 3.

 ITEM 11.
EXECUTIVE COMPENSATION.

 With the exception of the Company's President,
Chief Executive Officer and Chief Financial Officer, Jonathan Herzog, as detailed below, the Company has not paid compensation to its
executive officers. To date, the Company also has not paid any compensation to directors for their service as such.

 In connection with the formation of the Company, 5,000,000
shares of the Company's Series A preferred stock were designated and later subsequently issued to Mr. Herzog at a deemed value of
$0.001 per share with no cash consideration in lieu of work performed in organizing the corporation. Each share of Series A preferred
stock has voting rights of ten votes per share, though it is not entitled to receive dividends. Additionally, each share of Series A preferred
stock may be converted at $0.01 per preferred share into ten shares of common stock.

 From inception through October 2021, the Company
paid no cash compensation to any officer or director for their service as such. Commencing as of November 1, 2021, the Company agreed
to compensate Mr. Herzog with $6,750 per month in cash compensation, together with a further $6,750 monthly to be accrued and deferred
until management determines that the Company is in a position to make such payments. The Company and Mr. Herzog have not entered into
a formal written employment agreement in relation to Mr. Herzog's compensation and employment terms as President, Chief Executive
Officer and Chief Financial Officer. As of the fiscal years ended June 30, 2024 and June 30, 2023,
the Company has accrued $276,750 and $135,000 in outstanding compensation, respectively.

 The following summary compensation table sets forth
all compensation awarded to, earned by, or paid to the named executive officers paid by the Company during the fiscal years ended June
30, 2024, 2023 and 2022, in all capacities for the accounts of our executive officers, including the Chief Executive Officer.

 Name and principal position

 Year

 Salary Paid
 in Cash

 Salary
 Accrued

 Other
 Compensation

 Total
 Compensation

 Jonathan Herzog,

 2024

 $
 20,250

 $
 141,750

 $
 —

 $
 162,000

 President, CEO and CFO

 2023

 81,000

 81,000

 —

 162,000

 2022

 54,000

 54,000

 —

 108,000

 Thomas Lapinski,

 2024

 $
 —

 $
 —

 $
 —

 $
 —

 Former Chairman *

 2023

 —

 —

 —

 —

 2022

 —

 —

 —

 —

 * Mr. Lapinski resigned as Chairman subsequent to the end of fiscal 2024
effective July 30, 2024.

 Samuel Naparstek joined the Board as a Director subsequent
to the end of fiscal 2024 effective July 30, 2024. Mr. Naparstek had previously received fees as an advisor and consultant to the company
in calendar 2022 in the aggregate amount of $90,000.

 Outstanding Equity Awards at Fiscal Year-End Table

 The Company did not issue equity awards to executive
officers during the year ended June 30, 2024.

 Employment Agreements

 None.

 Grants of Plan Based Awards

 We did not make any plan-based equity or non-equity
awards grants to named executives during the years ended June 30, 2024 and 2023.

 Option Exercises

 There were no options exercised by our named officers
during the years ended June 30, 2024 and 2023.

 Compensation of Directors

 As of the year ended June 30, 2024, our directors
did not earn compensation for their service as a director for the years ended June 30, 2024 and 2023.

 Pension, Retirement or Similar Benefit Plans

 There are no arrangements or plans in which we provide
pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant
to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted
at the discretion of the board of directors or a committee thereof.

 Executive Compensation Philosophy

 Our Board of Directors determines the compensation
given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executives or any future
executives a salary, and/or issue them shares of common stock issued in consideration for services rendered and/or to award incentive
bonuses which are linked to our performance, as well as to the individual executive officer's performance. This package may also
include long-term stock-based compensation to certain executives, which is intended to align the performance of our executives with our
long-term business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date,
the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants
would be in the best interests of the Company.

 Incentive Bonus

 The Board of Directors may grant incentive bonuses
to our executive officers and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are
in the Company's best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we
are able to generate each month, which revenue is a direct result of the actions and ability of such executives.

 Long-Term, Stock Based Compensation

 In order to attract, retain and motivate executive
talent necessary to support the Company's long-term business strategy we may award our executives and any future executives with
long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors.

 ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 The following table sets forth certain information,
as of September 15, 2024, with respect to the beneficial ownership of the outstanding common stock by (i) any holder of more than five
(5%) percent; (ii) each of the Company's executive officers and directors; and (iii) the Company's directors and executive
officers as a group. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the
shares beneficially owned.

 Name of Beneficial Owner

 Common Shares Beneficially Owned

 Percentage of Ownership of Common Stock (1)

 Jonathan Herzog (2)

 80,000,000

 48.7
 %

 Thomas Lapinski (3)

 20,200,000

 17.7
 %

 Roy Mansano (4)

 13,318,000

 10.8
 %

 Aharonoff Family Trust (5)

 12,500,000

 10.9
 %

 Shmuel Naparstek

 7,600,000

 6.6
 %

 All officers and directors as a group (2 persons)

 87,600,000

 53.3
 %

 (1)

 Based on 114,424,921 shares of common stock outstanding as of September 15, 2024, together with securities exercisable or convertible into shares of common stock within 60 days of September 15, 2024 for each stockholder. Under the rules of the Securities and Exchange Commission, a person is deemed to be the beneficial owner of a security if such person has or shares the power to vote or direct the voting of such security or the power to dispose or direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities if that person has the right to acquire beneficial ownership within 60 days of September 15, 2024. Unless otherwise indicated by footnote, the named entities or individuals have sole voting and investment power with respect to the shares of common stock beneficially owned.

 (2)

 Includes (i) 30,000,000 shares of common stock of the Company, and (ii) 50,000,000 shares of common stock of the Company issuable upon conversion of 5,000,000 shares of Series A Preferred Stock held by Mr. Herzog. Each share of Series A Preferred Stock (i) may be converted at $0.01 per preferred share into 10 shares of common stock, and (ii) has voting rights of ten votes per share.

 (3)

 Includes 200,000 shares beneficially owned by Judy Lapinski, the spouse of Thomas Lapinski.

 (4)

 Includes 3,000,000 shares of common stock owned directly by Mr. Mansano plus the following additional shares owned indirectly by Mr. Mansano through a private company he controls: 1,250,000 shares of common stock, 6,801,000 shares of common stock issuable upon full conversion of the currently outstanding principal amount and accrued interest of the Company's convertible note held by Mr. Mansano (the "Convertible Note"), and 2,267,000 shares of common stock issuable upon exercise of the warrants that would be issued upon full conversion of the Convertible Note.

 (5)

 Voting and investment power of the Aharonoff Family Trust is held by Daniel and Vardit Aharonoff.

 No Director, executive officer, affiliate or any owner
of record or beneficial owner of more than 5% of any class of voting securities of the Company is a party adverse to the Company or has
a material interest adverse to the Company.

 ITEM 13. CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

 The following includes a summary of transactions since
the beginning of the 2024 fiscal year, or any currently proposed transaction, in which the Company was or is to be a participant and the
amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of its total assets at year-end for the last
two completed fiscal years, and in which any related person had or will have a direct or indirect material interest (other than compensation
described under "Executive Compensation"). We believe the terms obtained or consideration that we paid or received, as applicable,
in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received,
as applicable, in arm's-length transactions.

 Transactions with Related Persons

 At no time during the last two fiscal years has any
executive officer, director or any member of these individuals' immediate families, any corporation or organization with whom any
of these individuals is an affiliate or any trust or estate in which any of these individuals serves as a trustee or in a similar capacity
or has a substantial beneficial interest been indebted to the Company or was involved in any transaction in which the amount exceeded
$120,000 and such person had a direct or indirect material interest.

 Procedures for Approval of Related Party Transactions

 Our Board of Directors is charged with reviewing and
approving all potential related party transactions. All such related party transactions must then be reported under applicable SEC rules.
We have not adopted other procedures for review, or standards for approval, of such transactions, but instead review them on a case-by-case
basis.

 Director Independence

 Because our common stock is not currently listed on
a national securities exchange, we currently use the definition in Nasdaq Listing Rule 5605(a)(2) for determining director independence,
which provides that an "independent director" is a person other than an executive officer or employee of the company or any
other individual having a relationship which, in the opinion of the company's Board of Directors, would interfere with the exercise of
independent judgment in carrying out the responsibilities of a director. Our Board of Directors has undertaken a review of its composition
and the independence of each director. Based on the review of each director's background, employment and affiliations, including
family relationships, the Board of Directors has determined that there are no "independent directors" under the rules and
regulations of the SEC.

 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 Fiscal Year
 Ended June 30,

 2024

 2023

 Audit fees

 22, 302

 $
 22,700

 Audit-related fees

 —

 —

 Tax fees

 —

 —

 All other fees

 —

 —

 Total fees

 $
 22,302

 $
 22,700

 AUDIT FEES. Consists of fees billed for professional
services rendered for the audit of the Company's consolidated financial statements and review of the interim consolidated financial
statements included in quarterly reports and services in connection with statutory and regulatory filings or engagements.

 AUDIT-RELATED FEES. Consists of fees billed for assurance
and related services that are reasonably related to the performance of the audit or review of the Company's consolidated financial
statements and are not reported under "Audit Fees."

 TAX FEES. Consists of fees billed for professional
services for tax compliance, tax advice and tax planning.

 ALL OTHER FEES. Consists of fees for products and
services other than the services reported above. There were no management consulting services provided in fiscal 2024 or 2023.

 POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND
PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT AUDITORS

 The Company currently does not have a designated Audit
Committee, and accordingly, the Company's Board of Directors' policy is to pre-approve all audit and permissible non-audit
services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other
services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category
of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report
to the Company's Board of Directors regarding the extent of services provided by the independent auditors in accordance with this
pre-approval, and the fees for the services performed to date. The Board of Directors may also pre-approve particular services on a case-by-case
basis.

 ITEM 15. EXHIBITS

 Exhibit No.

 Exhibit Description

 3.1

 Articles of Incorporation of Okmin Resources, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Form 10-K Annual Report filed with the Securities and Exchange Commission on September 23, 2022).

 3.2

 Bylaws of Okmin Resources, Inc. (Incorporated by reference to the Form 10 Registration Statement filed with the Securities and Exchange Commission on December 29, 2021).

 3.3

 Certificate of Designation for Series A Convertible Preferred Stock of Okmin Resources, Inc. (Incorporated by reference to the Form 10 Registration Statement filed with the Securities and Exchange Commission on December 29, 2021).

 3.4

 Certificate of Amendment to Articles of Incorporation of Okmin Resources, Inc. (Incorporated by reference to the Form 10 Registration Statement filed with the Securities and Exchange Commission on December 29, 2021).

 4.1

 Form of Secured Convertible Loan Agreement by and between Roy Mansano MD APMC and Okmin Resources, Inc. dated November 17, 2021 (Incorporated by reference to the Form 10 Registration Statement filed with the Securities and Exchange Commission on December 29, 2021).

 10.1

 Joint Venture Agreement by and between Blackrock Energy, LLC and Okmin Resources, Inc. dated February 18, 2021 (Incorporated by reference to the Form 10 Registration Statement filed with the Securities and Exchange Commission on December 29, 2021).

 10.2

 Agreement for Vitt Lease by and between Earnest Ashlock, J&S McCoy Enterprises, LLC and Okmin Resources, Inc. dated July 1, 2021 (Incorporated by reference to the Form 10 Registration Statement filed with the Securities and Exchange Commission on December 29, 2021).

 10.3

 Joint Venture Agreement (West Sheppard Pool Field) by and between Blackrock Energy, LLC and Okmin Resources, Inc. dated November 29, 2021 (Incorporated by reference to the Form 10 Registration Statement filed with the Securities and Exchange Commission on December 29, 2021).

 10.4

 Joint Venture Agreement (Pushmataha) by and between Blackrock Energy, LLC and Okmin Resources, Inc. dated November 29, 2021 (Incorporated by reference to the Form 10/A Registration Statement filed with the Securities and Exchange Commission on February 10, 2022).

 31.1*

 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.2*

 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 32.1*

 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 32.2*

 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 * Filed herewith

 SIGNATURES

 Pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

 Date: October 15, 2024

 Okmin Resources, Inc.

 By:

 /s/ Jonathan Herzog

 Jonathan Herzog

 President, Chief Executive Officer and Chief Financial Officer

 Pursuant to the requirements of
the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/ Jonathan Herzog

 President, Chief Executive Officer, Chief Financial Officer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

 October 15, 2024

 Jonathan Herzog

 POWER OF ATTORNEY

 Know all persons by these presents that each individual
whose signature appears below constitutes and appoints Jonathan Herzog, our Chief Executive Officer and Chief Financial Officer as a true
and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead,
in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments to this Report
together with all schedules and exhibits thereto, (ii) act on, sign and file with the Securities and Exchange Commission any and all exhibits
to this Report and any and all exhibits and schedules thereto, (iii) act on, sign and file any and all such certificates, notices, communications,
reports, instruments, agreements and other documents as may be necessary or appropriate in connection therewith and (iv) take any and
all such actions which may be necessary or appropriate in connection therewith, granting unto such agent, proxy and attorney-in-fact,
full power and authority to do and perform each and every act and thing necessary or appropriate to be done, as fully for all intents
and purposes as he might or could do in person, and hereby approving, ratifying and confirming all that such agent, proxy and attorney-in-fact,
or any of his or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

 Pursuant to the requirements of
the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/ Jonathan Herzog

 Chief Executive Officer, Chief Financial Officer and Director

 October
 15, 2024

 Jonathan Herzog

 ( Principal Executive Officer and Principal Financial Officer and Principal Accounting Officer)

 INDEX TO FINANCIAL STATEMENTS

 Page(s)

 Report of Independent Registered Public Accounting Firm

 Consolidated
 Balance Sheets – As of June 30, 2024 and 2023

 Consolidated
 Statements of Operations – For the Years Ended June 30, 2024 and June 30, 2023

 Consolidated
 Statements of Changes in Stockholders' Equity (Deficit) – For the Years Ended June 30, 2024 and June 30,
 2023

 Consolidated
 Statements of Cash Flows – For the Years Ended June 30, 2024 and June 30, 2023

 Notes to Financial Statements

 F- 1

 VICTOR MOKUOLU, CPA PLLC

 Accounting | Advisory | Assurance
 & Audit | Tax

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Shareholders and

 Board of Directors of Okmin Resources, Inc.

 Opinion on the Financial Statements

 We have audited the accompanying consolidated balance
sheet of Okmin Resources Inc and Subsidiaries (the "Company") as of June 30, 2024, and June 30, 2023, and the related consolidated
statements of operations, stockholders' equity (deficit), and cash flows, for the years then ended, 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 June 30, 2024, and June 30, 2023, and the results of its operations and its cash flows for the year ended
June 30, 2024, and June 30, 2023, in conformity with accounting principles generally accepted in the United States of America.

 Substantial Doubt about the Company's ability
to continue as a Going Concern

 The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note 3, Going Concern, to the financial statements, the Company
has an accumulated deficit of $1,708,518 and $835,304 as of June 30, 2024, and June 30, 2023, respectively. Additionally, as of June 30,
2024, the Company had a working capital deficit of $460,878, compared to a positive working capital of $72,287 as of June 30, 2023. These
factors raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

 Basis for Opinion

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

 We conducted our audits in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal
control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audit 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.

 Victor Mokuolu, CPA
PLLC

 We
have served as the Company's auditor since 2024

 Houston, Texas

 October 15, 2024

 PCAOB ID: 6771

 www.vmcpafirm.com | Ph: 713.588.6622 | Fax: 1.833.694.1494 | ask@vmcpafirm.com

 F- 2

 CONSOLIDATED BALANCE SHEETS

 June 30

 June 30

 2024

 2023

 ASSETS

 Current assets:

 Cash and cash equivalents

 $
 72,281

 $
 214,316

 Prepaid expenses

 —

 Total current assets

 72,281

 214,412

 Oil and gas properties, net

 139,619

 544,271

 Black Rock Joint Venture

 154,618

 157,018

 Other assets and restricted cash

 —

 Total noncurrent assets

 294,340

 701,289

 TOTAL ASSETS

 $
 366,621

 $
 915,701

 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 Current liabilities:

 Accounts payable

 $
 32,698

 $
 —

 Accrued liabilities

 —

 7,125

 Accrued
 liabilities – related party

 276,750

 135,000

 Accrued interest payable – current portion

 49,542

 —

 Note payable – current portion

 155,135

 —

 Other liabilities

 19,034

 Total current liabilities

 533,159

 142,125

 Long term liabilities:

 Accrued interest payable

 —

 32,895

 Note payable

 —

 171,135

 Total long-term liabilities

 —

 204,030

 Total liabilities

 533,159

 346,155

 Stockholders' Equity (Deficit):

 Preferred Stock, $ 0.0001 par value, 50,000,000 shares authorized, 5,000,000 shares issued and outstanding at June 30, 2024 and 2023, respectively

 Common stock, $ 0.0001 par value, 750,000,000 shares authorized, 114,424,921 and 113,432,500 issued and outstanding at June 30, 2024 and 2023, respectively

 11,443

 11,343

 Additional paid-in capital

 1,530,037

 1,393,007

 Accumulated deficit

 ( 1,708,518
)

 ( 835,304
)

 Total
 stockholder's equity (deficit)

 ( 166,538
)

 569,546

 TOTAL LIABILITIES
 AND STOCKHOLDERS' EQUITY (DEFICIT)

 $
 366,621

 $
 915,701

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

 F- 3

 CONSOLIDATED STATEMENTS OF OPERATIONS

 Year

 Year

 Ended

 Ended

 June 30, 2023

 Revenue

 Oil and gas sales

 $
 42,543

 $
 114,098

 Cost of revenue

 92,024

 260,768

 Gross profit (loss)

 $
 ( 49,481
)

 $
 ( 146,670
)

 Operating expenses:

 General and administrative expense

 406,175

 380,747

 Depreciation, depletion and amortization

 5,194

 3,970

 Impairment of oil and gas properties

 401,858

 Total operating expenses

 $
 813,227

 $
 384,717

 Loss from operations

 $
 ( 862,708
)

 $
 ( 531,387
)

 Other income

 Interest income

 6,141

 2,373

 Interest expense

 ( 16,647
)

 Total other income (expense)

 ( 10,506
)

 2,373

 Loss before taxes

)

)

 Provision for income taxes

 —

 —

 $
)

 $
)

 Net income (loss) per share

 Basic

 $
 ( 0.01
)

 $
 ( 0.00
)

 Weighted average number of shares outstanding

 Basic

 113,991,380

 109,522,760

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

 F- 4

 STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

 For the Years Ended June 30, 2024 and 2023

 Additional

 Stockholders'

 Preferred Stock

 Paid-In

 Accumulated

 Equity/

 Shares

 Amount

 Shares

 Amount

 Capital

 Deficit

 (Deficit)

 Balance June 30, 2022

 5,000,000

 $

 100,430,000

 $
 10,043

 $
 907,707

 $
 ( 306,290
)

 $
 611,960

 Shares issued for cash

 —

 —

 10,037,500

 1,004

 400,496

 —

 401,500

 Shares issued for services

 —

 —

 2,965,000

 84,803

 —

 85,100

 —

 —

 —

 —

 —

)

)

 Balance June 30, 2023

 5,000,000

 113,432,500

 $
 11,344

 $
 1,393,006

 $
 ( 835,304
)

 $
 569,546

 Shares issued for services

 —

 —

 992,421

 137,031

 —

 137,130

 —

 —

 —

 —

 —

)

)

 Balance June 30, 2024

 5,000,000

 $

 114,424,921

 $
 11,443

 $
 1,530,037

 $
 ( 1,708,518
)

 $
 ( 166,538
)

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

 F- 5

 CONSOLIDATED STATEMENTS OF CASH FLOW

 Year

 Year

 Ended

 Ended

 June 30, 2023

 Cash Flows From Operating Activities

 $
)

 $
)

 Adjustments to reconcile net loss to
 net cash cash provided by (used in) operating activities:

 Depreciation

 5,194

 3,970

 Issuance of common stock for services

 137,130

 85,100

 Impairment of oil and gas properties

 401,858

 —

 Accrued product sale (O&G)

 ( 103
)

 29,430

 Prepaid expenses

 19,510

 Accounts payable and accrued liabilities

 186,357

 82,850

 Accrued interest payable

 16,647

 —

 Net cash from operating activities

 ( 126,035
)

 ( 308,154
)

 Cash Flows From Investing Activities

 Investment in oil and gas properties

 $
 —

 $
 ( 45,212
)

 Net cash from investing activities

 —

 ( 45,212
)

 Cash Flows From Financing Activities

 Repayments of Note Payable

 ( 16,000
)

 ( 48,125
)

 Issuance of common stock for
cash

 —

 401,500

 Net cash from financing activities

 ( 16,000
)

 353,375

 Net change in cash

 ( 142,035
)

 Cash - beginning of period

 214,316

 214,307

 Cash - end of period

 $
 72,281

 $
 214,316

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

 F- 6

 1. ORGANIZATION AND NATURE OF OPERATIONS

 Business description

 Okmin Resources, Inc. (collectively with its subsidiaries,
"Okmin" or the "Company") was incorporated in Nevada in December 2020 to engage in the business of the acquisition,
exploration and development of oil and gas properties, mineral rights, and other natural resource assets.

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

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

 The Company has an interest in four separate projects:

 1)

 The Blackrock Joint Venture encompassing 15 oil and gas leases in Oklahoma;

 2)

 A 72.5% Net Revenue Interest in the Vitt oil lease located in Neosho County, Kansas;

 3)

 A 50% Joint Venture interest in West Sheppard Pool, a natural gas project in North East Oklahoma; and

 4)

 A 50% Joint Venture interest in Pushmataha, a natural gas project in Southeast Oklahoma.

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

 The Company's activities are subject to significant
risks and uncertainties, including failing to secure additional funding to advance the Company's current plan to rework and possibly
develop its existing projects and to identify and acquire new projects.

 The Company's fiscal year end is June 30.

 2. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES

 Basis of Presentation

 The Company maintains its accounts on the accrual
method of accounting in accordance with accounting principles generally accepted in the United States of America ("GAAP").
Accounting principles followed and the methods of applying those principles, which materially affect the determination of financial position,
results of operations and cash flows are summarized below.

 The financial statements are presented on a consolidated
basis and include all of the accounts of Okmin Resources, Inc and its subsidiaries. All significant intercompany balances and transactions
have been eliminated.

 Use of Estimates

 The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America requires management to make estimates and certain assumptions
that affect the amounts reported in these consolidated financial statements and accompanying notes. Actual results could differ from these
estimates.

 Cash and cash Equivalents

 The Company considers all highly liquid temporary
cash investments with an original maturity of three months or less to be cash equivalents. At June 30, 2024, the Company cash equivalents
totaled $ 72,281.

 F- 7

 Oil and gas properties

 The Company uses the
full cost method of accounting for exploration and development activities as defined by the Securities and Exchange Commission ("SEC").
Under this method of accounting, the costs of unsuccessful, as well as successful, exploration and development activities are capitalized
as properties and equipment. This includes any internal costs that are directly related to property acquisition, exploration and development
activities but does not include any costs related to production, general corporate overhead or similar activities. Gain or loss on the
sale or other disposition of oil and gas properties is not recognized, unless the gain or loss would significantly alter the relationship
between capitalized costs and proved reserves.

 Oil and gas properties include costs that are excluded
from costs being depleted or amortized. Oil and natural gas property costs excluded represent investments in unevaluated properties and
include non-producing leasehold, geological, and geophysical costs associated with leasehold or drilling interests and exploration drilling
costs. The Company allocates a portion of its acquisition costs to unevaluated properties based on relative value. Costs are transferred
to the full cost pool as the properties are evaluated over the life of the reservoir. Unevaluated properties are reviewed for impairment
annually and are determined through an evaluation considering, among other factors, seismic data, requirements to relinquish acreage,
drilling results, remaining time in the commitment period, remaining capital plan, and political, economic, and market conditions.

 Gains and losses on the sale of oil and gas properties
are not generally reflected in income unless the gain or loss would significantly alter the relationship between capitalized costs and
proved reserves. Sales of less than 100% of the Company's interest in the oil and gas property are treated as a reduction of the
capital cost of the field, with no gain or loss recognized, as long as doing so does not significantly affect the unit-of-production depletion
rate. Costs of retired equipment, net of salvage value, are usually charged to accumulated depreciation.

 Depreciation, depletion, and amortization

 The depreciable base for oil and natural gas properties
includes the sum of all capitalized costs net of accumulated depreciation, depletion, and amortization ("DD&A"), estimated
future development costs and asset retirement costs not included in oil and natural gas properties, less costs excluded from amortization.
The depreciable base of oil and natural gas properties is amortized on a unit-of-production method.

 Asset retirement obligations

 The fair value of a liability for an asset's
retirement obligation ("ARO") is recognized in the period in which it is incurred if a reasonable estimate of fair value can
be made, with the corresponding charge capitalized as part of the carrying amount of the related long-lived asset. The liability is accreted
to its then-present value each subsequent period, and the capitalized cost is depleted over the useful life of the related asset. Abandonment
costs incurred are recorded as a reduction of the ARO liability.

 Inherent in the fair value calculation of an ARO are
numerous assumptions and judgments including the ultimate settlement amounts, inflation factors, credit adjusted discount rates, timing
of settlement, and changes in the legal, regulatory, environmental, and political environments. To the extent future revisions to these
assumptions impact the fair value of the existing ARO liability, a corresponding adjustment is made to the oil and gas property balance.
Settlements greater than or less than amounts accrued as ARO are recorded as a gain or loss upon settlement.

 Fair Value

 The Company measures and discloses the estimated fair
value of financial assets and liabilities using the fair value hierarchy in accordance with ASC 820, " Fair Value Measurements
and Disclosures ". The fair value hierarchy has three levels, which are based on reliable available inputs of observable data.
The hierarchy requires the use of observable market data when available.

 ASC 820 requires
that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories:

 Level 1 — Quoted market
prices for identical assets or liabilities in active markets or observable inputs.

 Level 2 — Significant
other observable inputs that observable market data can corroborate; and

 Level 3 — Significant
unobservable inputs that observable market data cannot corroborate.

 Financial instruments consist principally of cash
and cash equivalents, accounts receivable, prepaid expenses, oil and gas properties, accounts payable, accrued liabilities, note payable,
and interest payable. The recorded values of all financial instruments approximate their current fair values because of their nature and
respective relatively short maturity dates or durations.

 Fair value estimates are made at a specific point
in time, based on relevant market information and information about the financial statement. These estimates are subjective in nature
and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions
could significantly affect the estimates.

 F- 8

 Revenue recognition

 The Company is not the operator of any of its oil
and gas properties. Sales of all oil and gas produced are the responsibility of the property operator. The operator recognizes revenue
when production is sold at a fixed or determinable price, persuasive evidence of an arrangement exists, delivery has occurred, title
has transferred, and collectability is reasonably assured in accordance with ASC 606. The Company only recognizes oil and gas revenues
when the operator has provided the Company with confirmation of the completed sale and the amount of the revenue attributable to the
Company's working interest has been determined.

 Stock-based compensation

 The Company accounts for stock-based compensation
in accordance with ASC 718, "Compensation - Stock Compensation" ("ASC 718"). Stock-based compensation is recognized
as compensation expense in the financial statements based on the fair value which is measured on the grant date for stock-settled awards.
That expense is recognized over the period during which a grantee is required to provide services in exchange for the award. Stock-based
compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is ultimately
expected to vest during the period, or in the period of grant for awards that vest immediately without any future service condition. For
awards that vest over time, previously recognized compensation cost is reversed if the service or performance conditions are not satisfied
and the award is forfeited.

 Income taxes

 Income taxes
are accounted for under the asset and liability method in accordance with ASC 740, "Income Taxes". Deferred tax assets and
liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of
existing assets and liabilities, their respective tax bases and operating loss, and tax credit carryforwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable income in the years those temporary differences are expected
to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities or a change in tax rate is recognized in
income in the period that includes the enactment date. Deferred tax assets are reduced to estimated amounts to be realized using a valuation
allowance. A valuation allowance is applied when in management's view, it is more likely than not that such deferred tax asset will
be unable to be utilized.

 3.
 GOING CONCERN

 The Company currently has limited operations. These
consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement
of liabilities and commitments in the normal course of business.

 As reflected in the accompanying consolidated
financial statements, the Company had a net loss of $ 873,214
for the year ended June 30, 2024 (year ended June 30, 2023 - $ 529,014) and an accumulated deficit of $ 1,708,518
as of June 30, 2024 (2023 - $ 835,304). These factors, among others, raise doubt about the Company's ability to continue as a going
concern.

 The Company had a working capital deficit of
$ 460,878 as at June 30,
2024 (as of June 30, 2023 – positive working capital of $ 72,287) and management believes that the Company will require
additional working capital for the 2025 fiscal year. For
the 2025 fiscal year which started in July, we anticipate cash needs of approximately $300,000 for general corporate overhead and
for operations on our existing lease properties. This amount does not include funding for any potential workovers,
re-entries, stimulation treatments and recompletions of existing non or low producing wells. Any new work on our properties will
require additional capital. The Company anticipates receiving limited revenue from oil and gas sales and intends to obtain the
remaining capital through private sales of securities and/or debt financing.

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

 The accompanying consolidated
financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts
and classification of liabilities that may result should the Company be unable to continue as a going concern.

 4. OIL AND GAS PROPERTIES

 Blackrock Joint Venture - Oklahoma

 In February 2021, Okmin entered into a Joint Venture
Agreement and Operating Agreement with Blackrock Energy, LLC ("Blackrock"), committing $ 100,000 in the initial phase to acquire
working interests and commence rehabilitation work on a package of ten oil and gas leases located in Okmulgee and Muskogee Counties in
Oklahoma. Under the Operating Agreement, Blackrock is the operator of the project. Pursuant to a further agreement entered into on June
10, 2022, Okmin added an additional five oil and gas leases across 739 acres to the Joint Venture with Blackrock, thereby expanding the
overall project to fifteen leases covering over 1,500 acres. In the year ended June 30, 2024, lease operating expenses including taxes
across the extended Joint Venture totaled $ 42,048. Our share of revenues attributable to the Joint Venture totaled $ 28,285.

 F- 9

 Pursuant to the foregoing Joint Venture Agreements, the Company has acquired
working interests in the following leases:

 50% Working Interest

 •

 Chain Lease – 160 Acres in Okmulgee County

 •

 Burke Lease – 40 Acres in Okmulgee County

 •

 Preston Lease – 80 Acres in Okmulgee County

 •

 Goldner Lease – 160 Acres in Okmulgee County

 •

 Peavler Lease – 80 Acres in Okmulgee County

 •

 Anthony Lease – 70 Acres in Muskogee County

 •

 Calley Lease – 40 Acres in Okmulgee County

 •

 Abbey Lease – 40 Acres in Okmulgee County

 •

 Duffy Lease – 40 Acres in Okmulgee County

 •

 Shanks Lease – 160 Acres in Okmulgee County

 •

 Waldrip Lease – 80 Acres in Okmulgee County

 •

 Circle V Lease – 236 Acres in Okmulgee County

 •

 Hessom Lease – 183 Acres in Okmulgee County

 •

 Chastain Lease – 80 Acres in Okmulgee County

 25% Working Interest

 •

 Hollingsworth Lease – 80 Acres in Okmulgee County

 There are no proven reserves of any classification in the Blackrock Joint
Venture leases.

 Vitt Project – Kansas

 In July 2021, the Company through its wholly owned
Kansas subsidiary, Okmin Operations, LLC entered into an agreement to acquire a 72.5 % Net Revenue Interest in the Vitt Lease located in
Neosho County, Kansas. Okmin Operations, LLC acquired the lease with a cash payment of $ 25,000 together with a commitment to make additional
expenditures, initially of at least $ 50,000 to rework the wells on the lease. The lease covers 160 acres and includes eleven existing
oil and gas wells, of which two sit idle requiring equipment and four water injection wells. As of June 30, 2024, aggregate additional
expenditures beyond the purchase totaled $ 108,000. During the year ended June 30, 2024, the Company's expenditures at the Vitt Lease
totaled $ 6,719. For the year ended June 30, 2024, the Company received $ 1,972 in revenues from the project compared to revenues for the
year ended June 30, 2023 of $ 5,209.

 West Sheppard Pool Field in North East Oklahoma

 In August 2021, the Company
entered into an option agreement with Blackrock to acquire a 50 % joint venture interest in the West Sheppard Pool Field, a series of leases
totaling 1,930 acres located in Okmulgee County, Oklahoma. In November 2021, the Company exercised its option and entered into a definitive
joint venture and operating agreement with Blackrock at a cost of $ 150,000 in cash.

 The 26 existing wells
on the leases range from 850 feet to 1,950 feet in depth with gas production from several zones as their main objective. During
the year ended June 30, 2024, gas sales continued to be suspended on the property due the failure of equipment owned by the gas
pipeline company at its compressor station. In order to replace the failed equipment, the gas pipeline company is requiring
additional gas throughput to justify the investment. As a result of this, in the year ended June 30, 2024 the Company recorded no
revenues from the project compared to revenues for the year ended June 30. 2023 of $ 1,948.

 During the second half of
calendar 2023, our partner and operator, Blackrock Energy, LLC agreed to a farmout agreement of its working interests in West Sheppard
Pool (with the exception of a 2% overriding royalty interest maintained by Blackrock). Blackrock's interests were transferred to
Sheppard Pool Operating, LLC (hereinafter referred to as "SPO"), the owner of the adjacent East Sheppard Pool leases. SPO
also became the Operator of record on the project. This transaction does not change the Company's working interests in the project.

 The Company and SPO had already
previously entered into a gas gathering agreement in June 2023 in an effort to restore and ultimately improve gas flows into the gas transit
pipeline system. SPO has completed some work to upgrade the West Sheppard Pool leases, though to date gas sales have not resumed. In the
year ended June 30, 2024, the Company recorded expenditures at West Sheppard Pool of $ 14,594.

 F- 10

 Pushmataha in South East Oklahoma

 In December 2021,
the Company exercised its option and entered into definitive agreements with Blackrock to acquire a 50 % joint venture interest in the
Pushmataha Gas Field, comprising 6 leases covering an area of 3,840 acres located in Pushmataha County, Oklahoma. In connection with the
acquisition, the Company expended $ 252,526 in cash. In the fiscal year ended June 30, 2024, lease operating expenditures
at Pushmataha were $ 22,664 with additional gas fees, transportation and taxes aggregating $ 6,000. In the fiscal year ended June 30, 2024,
the Company achieved production revenues of $ 12,286 from this project.

 5. IMPAIRMENT
OF OIL AND GAS PROPERTIES

 During the year ended June 30, 2024, the Company reviewed
the capitalized value of its oil and gas properties and conducted a test to determine the current fair value and if any impairment of
the capitalized values was necessary. As a result of this test, the Company determined that the capitalized value exceeded the current
fair value. An impairment charge of $ 401,858 was recorded as an expense for the year ended June 30, 2024.

 6. REVENUES
AND COST OF REVENUES

 For the year ended June 30, 2024, the Company had
production revenue of $ 42,543 compared to revenue of $ 114,098 for the year ended June 30, 2023. Refer to the table below of production
and revenue through June 30, 2024. For the years ended June 30, 2024 and June 30, 2023 our cost of revenue, consisting of lease operating
expenses and production and excise taxes was $ 92,024 and $ 260,768 respectively.

 Schedule of oil & gas revenue

 Oil

 Natural Gas

 Project

 Production
 (BBLS)

 Avg. Cost
 ($)

 Avg. Sales Price
 ($)

 Production
 (MCF)

 Avg. Cost
 ($)

 Avg. Sales Price
 ($)

 Total Revenue
 ($)

 Black Rock JV

 70.88

 0.22

 28,285

 —

 —

 —

 5,946

 4.00

 2.07

 12,286

 West Sheppard

 —

 —

 —

 —

 —

 —

 —

 Vitt Lease

 74.71

 —

 —

 —

 1,972

 Subject to the Company being able to secure adequate
additional financing, Okmin may also acquire the rights to and participate in drilling and/or other mining operations. The Company will
evaluate exploration and mining opportunities and other strategic corporate opportunities as they become available from time to time.

 There are no proven reserves of any classification in any of the projects
listed above.

 7. STOCKHOLDERS' EQUITY

 Preferred stock

 The Company is
authorized to issue 50,000,000
shares of preferred stock with a par value of $ 0.0001
per share. As at June 30, 2024, the Company had a total of 5,000,000
shares of Series A preferred stock issued and outstanding. Each
share of Series A Preferred Stock has voting rights of ten votes per share, though is not entitled to receive dividends. Additionally,
each share of Series A preferred shares may be converted at $0.01 per preferred share into ten shares of common stock for each share
of Series A Preferred Stock. Jonathan Herzog,
the Company's President and Chief Executive Officer owns all of the Series A Preferred Stock. At
any shareholders meeting or in connection with the giving of shareholder consents, the holder of each share of Series A Preferred
Stock is entitled to voting rights of ten votes per share, though is not entitled to receive dividends. Accordingly, by reason of
his ownership of Series A Preferred Stock, Mr. Herzog exercises control of approximately 49% of the aggregate voting power in the
Company. The Series A Preferred Stock upon liquidation, winding-up or dissolution of the Corporation, ranks on a parity, in
all respects, with all the Common Stock.

 F- 11

 Common stock

 The Company is authorized to issue 750,000,000 shares
of common stock with a par value of $ 0.0001 per share.

 At June 30, 2024, the Company had 114,424,921 shares
of its common stock issued and outstanding.

 The Company has issued the following shares for cash
pursuant to private placements:

 In October 2021, the Company completed a Private Placement
of 20,000,000 shares for aggregate proceeds of $ 500,000.

 On April 26, 2022, the Company issued 4,000,000 common
shares to two individuals in a private placement for proceeds of $ 100,000. These shares were issued pursuant
to an exemption from registration under Section 4(2) of the Securities Act of 1933 and Regulation D promulgated thereunder.

 During the year ended June
30, 2023, the Company completed the private placement of 10,037,500 equity units at a price of $ 0.04 per unit. Each unit consists of one
common share and 0.5 of a warrant. Each full warrant is exercisable to buy one additional share of common stock at a price of $0.05 until
December 2024. A total of 10,037,500 common shares and 5,018,750 were issued in this placement for gross proceeds of $ 401,500. These equity
units were issued pursuant to an exemption from registration under Section 4(a)(2)
of the Securities Act of 1933 (the "Securities Act") and Regulation D promulgated thereunder.

 In the Company's efforts to conserve limited
liquidity, these shares included shares of common stock issued during the fiscal years ended June 30, 2022, 2023 and 2024 in lieu of services
or in connection with financing as follows:

 On September 30, 2021, the board of directors approved
the issuance of 80,000 shares of common stock in lieu of a cash payment of $ 2,000 in consideration of accounting services.

 On November 22, 2021, the Company issued 1,250,000
shares of common stock to a lender in connection with a convertible note financing of $ 231,000 and recorded a non-cash expense of $ 31,250
in connection with such financing.

 On March 31, 2022, the Company issued 1,200,000 shares
of common stock to a corporate and investor relations consultant in lieu of ongoing services and recorded a non-cash expense of $ 30,000
and a further 80,000 shares of common stock in lieu of website services, recording a non-cash expense of $ 2,000.

 On September 30, 2022, the board of directors approved
the issuance of an aggregate of 65,000 shares of common stock in lieu of cash payments of $ 2,600 in consideration of: accounting, secretarial
and public relations related services.

 On September 30, 2022, the board of directors approved
the issuance of 250,000 shares of common stock in connection with a consulting services agreement for services in connection with the
Company's filing preparation, compliance matters and business activities.

 On December 29, 2022, the board of directors approved
the issuance of 2,400,000 shares of common stock in connection with ongoing services of a corporate consultant covering a twelve-month
period.

 On February 11, 2023, the board of directors approved
the issuance of 250,000 shares of common stock in connection with the signing of an ongoing services agreement with Sierra Land Resources,
LLC, in connection with Land and Resource Development work.

 As of August 1, 2023, the Company issued 460,000 shares pursuant to a consulting
agreement, vesting quarterly, at a deemed price of $0.22 per share.

 As of August 28, 2023, the Company issued 59,375 shares
at a deemed price of $ 0.12 per share for previous services valued at $ 7,125 rendered by its consulting geologist.

 On November 27, 2023, the Company issued a further
 151,305 shares at a deemed price of $ 0.10 per share for services valued at $ 15,131 pursuant to an ongoing services agreement with Sierra
Land Resources, LLC, in connection with Land and Resource Development work.

 On June 30, 2024, the Company issued 321,741 shares
at $ 0.0425 per share, pursuant to an ongoing services agreement with Sierra Land Resources, LLC, in connection with Land and Resource
Development work.

 F- 12

 8. NET INCOME PER COMMON SHARE

 A reconciliation of the components of net loss per
common share for the years ended June 30, 2024 and 2023 are presented below:

 Schedule of components of net loss per common share

 2024

 2023

 $
)

 $
)

 Basic weighted average number of
 common shares outstanding

 113,991,380

 109,522,760

 Effect of dilutive securities

 Preferred Stock

 50,000,000

 50,000,000

 Convertible Debt

 6,822,567

 7,558,559

 Effect of dilutive securities

 56,822,567

 57,558,559

 Diluted weighted average number
 of common shares outstanding

 171,839,286

 166,694,608

 Basic loss per common share

 $
 ( 0.01
)

 $
 ( 0.00
)

 Diluted loss per common share

 $
 ( 0.00
)

 $
 ( 0.00
)

 The numerator for basic earnings per share is net income attributable to
common stockholders. The numerator for diluted earnings per share is net income available to common stockholders.

 9. STOCK BASED COMPENSATION

 The Company has not adopted any equity grant program.
The Company's Officers hold no stock options or unvested stock awards, and held none at any time during the year ended June 30,
2024.

 As of August 28, 2023, the Company issued 59,375 shares
at a deemed price of $ 0.12 per share for previous services valued at $ 7,125 rendered by its consulting geologist, Dwight Ingram.

 During the year ended June 30, 2024, the Company issued a total of
 473,046 common shares at a deemed value of $ 28,805 to Sierra Land Resources, LLC ("Sierra") in connection with an ongoing
services agreement, whereby Mr. Ed Sierra serves as the Company's Advisor on Land and Resource Development, which was initially
entered into on July 2022. Under the agreement, the Company issues shares to Sierra for their work in lieu of cash fees based upon the
price of the Company's common stock at the time services are invoiced.

 10. INCOME TAXES

 Net operating loss carry forwards of approximately
$ 1,683,087 at June 30, 2024 are available to offset future taxable income. This results in a net deferred tax asset, assuming an effective
tax rate of 21 % of approximately $ 353,448 at June 30, 2024.

 11. RELATED PARTY TRANSACTIONS

 As of November 1, 2021, the Company agreed to compensate
its Chief Executive Officer, President, and Chief Financial Officer Jonathan Herzog, at a rate of $13,500 per month, consisting of $6,750
in cash compensation and $6,750 to be accrued and deferred until management determines that the Company is in a position to make such
payments. Such accrued amounts may be paid in cash or may be satisfied through the issuance of common stock or preferred stock in lieu
of cash payments. The Company and Mr. Herzog have not entered into a formal written employment agreement in relation to Mr. Herzog's
compensation and employment terms. As of June 30, 2024 and June 30, 2023, the Company has accrued $ 276,750 and $ 135,000 as accrued liabilities
– related party, respectively.

 12. CONVERTIBLE LOAN

 In November 2021, the Company entered into a convertible
loan agreement with an accredited investor (the "Investor") pursuant to which the Company raised $ 231,000 in financing. The
note has a 10 % annual interest rate, with repayments set initially at of a minimum of $ 3,500 per month commencing as of May 2022 and any
open balance is convertible at the Investor's discretion into shares of the Company's common stock at $0.03 per share with
warrant coverage at the same price on the basis of one warrant per every three shares issued under the loan. As of June 30, 2024, the
Company had an outstanding balance of $ 155,135 and accrued interest of $ 49,542 payable on the convertible loan with repayments revised
in accordance with the lender at a minimum of $2,000 monthly. The principal amount of the loan is secured by a lien on the Vitt Lease.
In the related security agreement, the Company has agreed to remit the first $ 125,000 in net revenue received from its interest in the
Pushmataha Gas Field toward the payment and performance of the note.

 On January 3, 2023, the convertible loan agreement
was amended to limit the Investor's ability to convert the loan to only that portion of the outstanding loan amount that would result
in the Investor being the beneficial owner of not more than 9.99% of the Company's class of common stock. In the quarter ended September
30, 2023, the Company, in agreement with the Investor, temporarily suspended monthly repayments. The loan continued to accrue interest
during this period.

 The Company has determined that the loan is accounted
for as a liability and not equity as repayment is being made in cash pursuant to the repayment schedule, and no conversion of any of the
principal or interest into common shares has been made. Management assessed there is no embedded derivative and therefore no need for
the bifurcation of proceeds at initial recognition.

 As of June 30, 2024, the remaining principal and accrued
interest have been classified as a short-term liability, as the due date of the loan is less than 12 months from that date.

 13. SUBSEQUENT EVENTS

 Effective as of July
31, 2024, Thomas Lapinski retired as a Director and Chairman of the Company to dedicate more time to his family. Mr. Lapinski remains
as an advisor and consultant to the Company. On July 24, 2024, the Board appointed Shmuel "Samuel" J. Naparstek to serve on
the Board, effective as of July 31, 2024 to fill the vacancy resulting from Mr. Lapinski's retirement.

 Outside of this, the Company has evaluated subsequent events through the
filing date of these financial statements and has disclosed that there are no such events that are material to the financial statements
to be disclosed.