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 UNITED
STATES

SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K/A

 x
 ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023

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

 Commission
File Number: 333-266143

 NEXT BRIDGE HYDROCARBONS, INC.

 (Exact name of registrant as specified in its charter)

 Nevada

 87-2538731

 (State
 or other jurisdiction of incorporation or organization)

 (I.R.S.
 Employer Identification Number)

W. Texas Ave., Suite 890
 Midland TX 79701
 (Address of principal executive offices) (Zip Code)

 (432) 553-9745
 (Registrant's telephone number, including area code)

 6300
Ridgelea Place, Suite 950

Fort Worth TX 76116
(Former name, former address and former fiscal year, if changed since last report)

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

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 N/A

 N/A

 N/A

 Securities
registered pursuant to Section 12(g) of the Act: None

 Our
common stock is not publicly traded and is not eligible for electronic transfer through the Depository Trust Company book-entry system
or any other established clearing corporation.

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

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

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 o No x

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

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

 Large
 accelerated filer

 o

 Accelerated
 filer

 o

 Non-accelerated filer

 x

 Smaller
 reporting

company

 x

 Emerging

growth company

 x

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

by check mark whether the registrant has filed a report on and attestation to its management assessment of the effectiveness of its internal
controls 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. o

 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. o

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)). o

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

 The
Registrant was not a public company as of the last business day of its most recently completed second fiscal quarter and, therefore,
cannot calculate the aggregate market value of its voting and non-voting common equity held by non-affiliates as of such date.

 Class

 Outstanding
 at September 15, 2025

 Common
 stock, par value $0.0001 per share

 264,387,563

 DOCUMENTS
INCORPORATED BY REFERENCE

 None

 EXPLANATORY
NOTE

 Items
Amended in this Filing

 Next
Bridge Hydrocarbons, Inc. (the "Company," "we," "our," or "us") is filing this Amendment
No. 1 on Form 10-K/A (this "Form 10-K/A") to amend, correct errors, and restate certain items presented in the Company's
Annual Report on Form 10-K for the year ended December 31, 2023, which was initially filed with the U.S. Securities and Exchange Commission
("SEC") on July 17, 2024 (the "2023 Original Filing"). This Form 10-K/A contains our audited restated annual
financial statements as of and for the year ended December 31, 2023, which have been restated to correct certain errors in the 2023 Original
Filing as described in further detail below.

 A
Change in Reporting Entity became effective at December 14, 2022, resulting from the spinoff lacking economic substance and requiring
the inclusion of pre-spinoff historical financial reporting periods in all subsequent filings.

 Comparative
numbers for the year ended December 31, 2022 presented in this 10-K-A have been restated and disclosures detailing the impact of those
restatements on subsequent filing periods – March 31, 2023, June 30, 2023, September 30, 2023 – as well as the year ended
December 31, 2023, are included.

 This
Form 10-K/A also includes amendments to and restates and revises the following items of the 2023 Original Filing:

 Part
 I – Item 1. Business

 Part
 I – Item 2. Properties

 Part
 II – Item 7. Management's Discussion and Analysis of Financial Condition and
 Results of Operations

 Part
 II – Item 8. Financial Statements and Supplementary Data

 Part
 II – Item 9A. Controls and Procedures

 Part
 III – Item 14. Principal Accountant Fees and Services

 Part
 IV – Item 15 Exhibits, Financial Statement Schedules

 In
accordance with applicable SEC rules, this Form 10-K/A includes new certifications specified in Rule 13a-14 under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), from our Chief Executive Officer and Chief Financial Officer dated as of the
date of this filing. This Form 10-K/A also contains a new report of M&K CPAS, PLLC ("M&K"), the Company's independent
registered public accounting firm, on the consolidated financial statements for the years ended December 31, 2023 and 2022, and a new
consent of M&K.

 Other
than as described below, this Form 10-K/A does not reflect adjustments for events occurring after the filing of the 2023 Original Filing
except to the extent that they are otherwise required to be included and discussed herein. See below for a detailed discussion of the
effect of the restatement on the consolidated financial statements included in this Form 10-K/A.

to Rule 12b-15 under the Exchange Act, this Form 10-K/A contains only the items and exhibits to the 2023 Original Filing that are being
amended and restated, and unaffected items and exhibits are not included herein. Except as noted herein, the information included in
the 2023 Original Filing remains unchanged. This Form 10-K/A continues to describe the conditions as of the date of the 2023 Original
Filing, and except as contained herein, we have not updated or modified the disclosures contained in the 2023 Original Filing to reflect
any events that have occurred after the 2023 Original Filing. Accordingly, forward-looking statements included in this Form 10-K/A may
represent management's views as of the 2023 Original Filing and should not be assumed to be accurate as of any date thereafter.
This Form 10-K/A should be read in conjunction with the Company's filings made with the SEC subsequent to the filing of the 2023
Original Filing, including any amendment to those filings.

 Background
of the Restatement

 In
the 2023 10-K Original Filing, 100% of the carrying value of the Company's oil and natural gas assets (previously recorded as of
December 31, 2022 and incurred in 2023), were impaired for the year ended December 31, 2023. In the Annual Report on Form 10-K for the
year ended December 31, 2022 and the 2023 Original Filing, the Company applied business combination accounting and an adjustment to fair
value had been applied to oil and natural gas assets that were received in the Spinoff transaction on December 14, 2022.

 As
a result of an internal review, the Company identified errors related to the impairment adjustment and the revaluation of assets from
the Spinoff to fair value. The review was prompted by the Company's receipt of comments issued by the staff of the SEC related
to their review of the annual report for December 31, 2023. After review of the staff's comments, discussion with the staff, and
investigation and further analysis, the Company determined that errors had been made in the application of generally accepted accounting
principles with respect to these matters.

 Based
on that subsequent analysis with respect to the Company's oil and natural gas properties, and a modification to account for the
distribution by Meta Materials, Inc. of shares of our common stock to its preferred stockholders that was completed on December 14, 2022
(the "Spin-Off"), this Form 10-K/A includes:

 Reversal
of the 100% impairment recorded as of and for the years ended December 31, 2023 and 2022; and

 Recission
of the business combination including adjustments to reverse the business combination fair value adjustment for the Orogrande Project
(as defined below) originally recorded in connection with the Spin-Off. This adjustment returned the basis of oil and natural gas properties
to their cumulative historical basis. just prior to the Spin-Off. Reference Note 2 for details of the corrections contained in the financial
statements.

 The
restatement is included as part of a change in reporting entity, resulting from the Spin-Off lacking economic substance, and requiring
the inclusion of pre spinoff historical financial reporting periods in all subsequent filings.

 Reference
Notes 2 and 3 to the consolidated financial statements for detail disclosures regarding the restatements.

 Table
of Contents

 PART
 I

 Item 1.

 Business

 Item 2.

 Properties

 PART
 II

 Item 7.

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

 Item 8.

 Financial Statements and Supplementary Data

 Item
 9A

 Controls
 and Procedures

 PART
 III

 Item 14.

 Principal Accounting Fees and Services

 PART
 IV

 Item 15.

 Exhibits and Financial Statement Schedules

 Signatures

 CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 The
information contained in this 10-K/A includes "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These
forward-looking statements are identified by their use of terms such as "can," "could," "continuing,"
"may," "will," "expect," "anticipate," "aim," "estimate," "intend,"
"ongoing," "plan," "predict," "potential," "project," "should,"
"seeks," "believe," "likely to" and similar words, phrases or expressions. All statements, other
than statements of historical facts, included in this report, are forward-looking statements, including statements mentioned under "Risk
Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," regarding:

 amount
and timing of future production of oil and natural gas;

 amount,
nature and timing of capital expenditures;

 the
number of anticipated wells to be drilled after the date hereof;

 the
availability of exploration and development opportunities;

 our
financial or operating results;

 our
cash flow and anticipated liquidity;

 operating
costs including lease operating expenses, administrative costs and other expenses;

 finding
and development costs;

 our
business strategy; and

 other
plans and objectives for future operations.

 Our
actual results and condition could differ materially from those implied or expressed in the forward-looking statements for any reason.
They can be affected by a number of factors, including, among others:

 the
risks described in "Risk Factors" and elsewhere in this report;

 the
volatility of prices and supply of, and demand for, oil and natural gas;

 the
timing and success of our drilling activities;

 the
numerous uncertainties inherent in estimating quantities of oil and natural gas reserves and actual future production rates and associated
costs;

 our
ability to successfully identify, execute or effectively integrate future acquisitions;

 the
usual hazards associated with the oil and natural gas industry, including fires, well blowouts, pipe failure, spills, explosions and
other unforeseen hazards;

 our
ability to effectively market our oil and natural gas;

 the
availability of rigs, equipment, supplies and personnel;

 our
ability to discover or acquire additional reserves;

 our
ability to satisfy future capital requirements;

 changes
in regulatory requirements;

 general
economic conditions, status of the financial markets and competitive conditions; and

 our
ability to retain key members of our senior management and key employees.

 Moreover,
we operate in a rapidly evolving environment. New risk factors and uncertainties emerge from time to time, and it is not possible for
our management to predict all the risk factors and uncertainties, nor can we assess the impact of all factors on our business or the
extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking
statements. We qualify all of our forward-looking statements by these cautionary statements.

 You
should not rely upon forward-looking statements as predictions of future events. The forward-looking statements made in this report relate
only to events or information available to us as of the date of this report. Except as required by law, we undertake no obligation to
update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 DEFINITIONS

 The
following are abbreviations and definitions of terms commonly used in the oil and gas industry and in this report. Natural gas equivalents
and crude oil equivalents are determined using the ratio of six Mcf to one barrel. Unless the context otherwise requires, all references
to "us," "our," "we," "NBH," the "Company" or "Next Bridge" mean
Next Bridge Hydrocarbons, Inc. and where applicable, its consolidated subsidiaries including Torchlight Hazel, LLC, a Texas limited liability
company ("Torchlight Hazel"), Hudspeth Oil Corporation, a Texas corporation ("Hudspeth"), Hudspeth Operating,
LLC, a Texas limited liability company ("Hudspeth Operating"), and Torchlight Energy, Inc., a Nevada corporation ("TEI")
and Wolfbone Investments LLC, a Texas limited liability company ("Wolfbone").

 " Bbl "
means a barrel of U.S. 42 gallons of oil.

 " BOE "
means one barrel of oil equivalent.

 " Completion "
means the installation of permanent equipment for the production of oil or gas.

 " Condensate "
means natural gas in liquid form produced in connection with natural gas wells.

 " Exploratory
well " means a well drilled to find a new field or to find a new productive reservoir in a field previously found to be productive
of oil or natural gas in another reservoir or to extend a known reservoir.

 " Gross "
when used with respect to acres or wells, production or reserves refers to the total acres or wells in which we or another specified
person has a working interest.

 " MBbls "
means one thousand barrels of oil.

 " Mcf "
means one thousand cubic feet of natural gas.

 " Net "
when used with respect to acres or wells, refers to gross acres of wells multiplied, in each case, by the percentage working interest
owned by us.

 " NGL "
refers to natural gas liquids, which is composed exclusively of carbon and hydrogen.

 " Oil "
means crude oil or condensate.

 " Operator "
means the individual or company responsible for the exploration, development, and production of an oil or gas well or lease.

developed non-producing " means reserves (i) expected to be recovered from zones capable of producing but which are shut-in
because no market outlet exists at the present time or whose date of connection to a pipeline is uncertain or (ii) currently behind the
pipe in existing wells, which are considered proved by virtue of successful testing or production of offsetting wells.

developed producing " means reserves expected to be recovered from currently producing zones under continuation of present operating
methods. This category includes recently completed shut-in gas wells scheduled for connection to a pipeline in the near future.

developed reserves " means reserves that can be expected to be recovered through existing wells with existing equipment or operating
methods.

reserves " means the estimated quantities of crude oil, natural gas, and natural gas liquids which geological and engineering
data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating
conditions, i.e., prices and costs as of the date the estimate is made. Prices include consideration of changes in existing prices provided
by contractual arrangements.

undeveloped reserves " means reserves that are expected to be recovered from new wells on undrilled acreage, or from existing
wells where a relatively major expenditure is required for recompletion. Reserves on undrilled acreage are limited to those drilling
locations offsetting productive wells that are reasonably certain of production when drilled or where it can be demonstrated with certainty
that there is continuity of production from the existing productive formation.

 " Recompletion "
means the completion for production of an existing well bore in another formation from which the well has been previously completed.

 " Royalty "
means an interest in an oil and gas lease that gives the owner of the interest the right to receive a portion of the production from
the leased acreage (or of the proceeds of the sale thereof), but generally does not require the owner to pay any portion of the costs
of drilling or operating the wells on the leased acreage. Royalties may be either landowner's royalties, which are reserved by
the owner of the leased acreage at the time the lease is granted, or overriding royalties, which are usually reserved by an owner of
the leasehold in connection with a transfer to a subsequent owner.

 " SEC "
means the United States Securities and Exchange Commission.

 " Working
interest " means an interest in an oil and gas lease that gives the owner of the interest the right to drill for and produce
oil and gas on the leased acreage and requires the owner to pay a share of the costs of drilling and production operations. The share
of production to which a working interest owner is entitled will always be smaller than the share of costs that the working interest
owner is required to bear, with the balance of the production accruing to the owners of royalties. For example, the owner of a 100% working
interest in a lease burdened only by a landowner's royalty of 12.5% would be required to pay 100% of the costs of a well but would
be entitled to retain 87.5% of the production.

 Part
I

 Items
1 and 2. Business and Properties

 The
following description of the business of Next Bridge Hydrocarbons, Inc. should be read in conjunction with the information included elsewhere
in this report on Form 10-K/A for the years ended December 31, 2023 and 2022.

 Overview

 We
were incorporated in Nevada on August 31, 2021, as OilCo Holdings, Inc. and changed our name to Next Bridge Hydrocarbons, Inc. pursuant
to our Amended and Restated Articles of Incorporation filed on June 30, 2022. We spun-off from Meta Materials, Inc. ("Meta")
on December 14, 2022 pursuant to which we became an independent company. Prior to the Spin-Off, we were a wholly-owned subsidiary of
Meta.

 We
are an energy company engaged in the acquisition, exploration, exploitation and development of oil and natural gas properties in the
United States. Our primary focus has been the development of interests in an oil and natural gas project we hold in the Orogrande Basin
in West Texas in Hudspeth County, Texas (the "Orogrande Project"). In addition, we have minor interests in the Eastern edge
of the Midland Basin in Sterling, Tom Green and Irion Counties, Texas (the "Hazel Project"), and two minor well interests
located in Oklahoma (the "Oklahoma Properties").

 We
operate our business through five wholly owned subsidiaries: TEI, Hudspeth, Torchlight Hazel, Wolfbone Investments LLC, and Hudspeth
Operating.

 As
of December 31, 2023, we had interests in three oil and natural gas projects: the Orogrande Project, the Hazel Project, and the Oklahoma
Properties in partnership with Kodiak Oil & Gas Exploration Inc. in Central Oklahoma.

 In
August 2020, our subsidiaries entered into the Option Agreement (defined below) with MHP (defined below), under which, in exchange for
satisfying certain drilling obligations, MHP had the option to purchase the entire Hazel Project, which MHP determined not to exercise;
however, MHP is entitled to receive, as its sole recourse for the recoupment of drilling costs, the revenue from production of the well
attributable to our interest until such time as it has recovered its reasonable costs and expenses for drilling, completing and operating
the well. Operations continue under the Option Agreement until such time as the revenue from the project equates to the dollars spent
by, and shall be reimbursed to, MHP. At such time, any acreage held by production and all wells will revert back to our subsidiary, Torchlight
Hazel. See "Current Projects" below for additional discussion regarding our oil and natural gas properties.

 Market
Opportunity

 The
market for any oil and natural gas that we may produce depends on factors beyond our control, including the extent of domestic production
and imports of oil and natural gas, the proximity and capacity of natural gas pipelines and other transportation facilities, demand for
oil and natural gas, the marketing of competitive fuels, and the effects of state and federal regulation. The oil and natural gas industry
also competes with other industries in supplying the energy and fuel requirements of industrial, commercial, and individual consumers.

 Our
oil production is expected to be sold at prices tied to the spot oil markets. Our natural gas production is expected to be sold under
short-term contracts and priced based on first of the month index prices or on daily spot market prices. We will rely on our operating
partners to market and sell our production.

 Our
Competitive Strengths

 Experienced
People. As of December 31, 2023, we had five full-time employees, but presently we have two employees. We engage consultants for
various roles as needed including high quality exploration and technical partners. Our internal operations team serves as the foundation
of our values-driven culture and commitment to developing a skilled, agile, diverse and engaged workforce. Advancing a safe, ethical,
inclusive and diverse culture creates an environment that attracts and retains the high-performing workforce needed to successfully execute
our strategy. We plan to continue to build on the expertise and experiences of our management and operations teams and seek guidance
from outside advisors as well as our Board.

 Project
Focus. We are focusing primarily on exploration projects backed by a high degree of scientific information. We may pursue high risk
exploration prospects which may appear less favored than low risk exploration. We will, however, consider these high risk-high reward
exploration prospects in connection with exploitation opportunities in a project that would reduce the overall project economic risk.
We will consider such high risk-high reward prospects on their individual merits.

 Limit
Capital Risks. Limited capital exposure is planned initially to add value to a project and determine its economic viability. Management
has experience in successfully managing risks of projects, finance, and value.

 Business
Strategy

 Our
mission is to safely increase production and cash flow from our oil and natural gas properties which we believe are rich in opportunities
through a disciplined allocation of capital and operational management for the benefit of our shareholders. Our business strategy is
designed to accomplish this mission by focusing on two key objectives: (1) maximize the value of our producing assets; and (2) progress
our discovered resources into proved reserves, production, and cash flow through efficient appraisal, development and exploitation. We
believe there are three principal business processes that we must follow to enable our operations to be profitable. Each major business
process offers the opportunity for a distinct partner or alliance as we grow. These processes are:

 Investment
Evaluation and Review;

 Operations
and Field Activities; and

 Administrative
and Finance Management.

 Investment
Evaluation and Review. We believe this process is the key ingredient to our success. Recognition of quality investment opportunities
is the fuel that drives our engine. Broadly, this process includes the following activities: prospect acquisition, regional and local
geological and geophysical evaluations, data processing, economic analysis, lease acquisition and negotiations, permitting, and field
supervision. We expect these evaluation processes to be managed by our management team. Expert or specific technical support will be
outsourced as needed.

 Operations
and Field Activities. This process begins following management approval of an investment. Well site supervision, construction, drilling,
logging, product marketing, and transportation are examples of some activities. We will prefer to be the operator where possible.

 Administrative
and Finance Management. This process coordinates our initial structuring and capitalization, general operations and accounting, reporting,
audit, banking and cash management, regulatory agencies reporting and interaction, timely and accurate payment of royalties, taxes, leases
rentals, vendor accounts and performance management that includes budgeting and maintenance of financial controls, and interface with
legal counsel and tax and other financial and business advisors.

 Current
Projects

 As
of December 31, 2023, we had interests in three oil and natural gas projects: the Orogrande Project, the Hazel Project, and the Oklahoma
Properties. Additionally, we acquired lease interests in certain Louisiana projects in March 2024.

 Orogrande
Project, West Texas

 On
August 7, 2014, our predecessor entered into a Purchase Agreement with Hudspeth, McCabe Petroleum Corporation ("MPC"), and
Gregory McCabe ("Mr. McCabe"), the sole owner of Wolfbone Investments, LLC ("Wolfbone"). Mr. McCabe was the sole
owner of both Hudspeth and MPC. Under the terms and conditions of the Purchase Agreement, our predecessor acquired 100% of the capital
stock of Hudspeth which held certain oil and natural gas assets, including a 100% working interest in approximately 172,000 predominately
contiguous acres in the Orogrande Basin in West Texas; provided, that the Company now has an interest in approximately 134,000 based
on the expiration of certain leases since acquired. Mr. McCabe has, at his option, a 10% working interest back-in after payout and a
reversionary interest if drilling obligations are not met, all under the terms and conditions of a participation and development agreement
among Hudspeth, MPC and Mr. McCabe. Mr. McCabe owns a controlling interest in Magdalena, an entity that holds a 4.5% overriding royalty
interest in the Orogrande acreage, which he obtained prior to, and was not a part of the August 2014 transaction.

March 27, 2017, the Orogrande acreage became subject to a Development Unit Agreement 2837 with University Lands ("DDU Agreement"),
which allows for all 192 existing leases covering approximately 134,000 gross acres leased from University Lands to be combined into
one drilling and development unit for development purposes. The term of the DDU Agreement expired on December 31, 2024. The DDU Agreement
also grants the right to extend the DDU Agreement through December 31, 2029, if compliance with the DDU Agreement is met and the extension
fee associated with the additional time is paid. As of December 31, 2023, the Company expected to exercise its option to extend the term
under the DDU Agreement prior to its expiration. Reference Note 13 Subsequent Events.

 Drilling
obligations under the DDU Agreement included five wells per year in the years 2021, 2022 and 2023. The drilling obligations are minimum
yearly requirements and may be exceeded if acceleration is desired.

 On
November 7, 2022, we extended the term applicable to our 2022 fiscal year drilling obligations in the Orogrande Project in order to stay
in compliance with the continuous drilling clause under the DDU Agreement. As of December 31, 2023, we were in compliance with our drilling
obligations under the DDU Agreement.

 As
of December 31, 2023, leases covering approximately 134,000 acres remained in effect.

 While
drilling wells under our 2022 drilling obligation, our operations team deployed a new mist drilling solution that increased hole stability,
which we believe will result in meaningful cost savings for additional wells drilled in the Orogrande Project. Multiple test wells were
drilled in the Orogrande Project in order to stay in compliance with the DDU Agreement. While these previously drilled wells may have
potential to produce hydrocarbons to sell commercially in the future, we have no immediate plans to deploy the additional capital necessary
to sell production from these wells to third parties. Instead, we plan to use the results from these wells to determine our drilling
plans for future wells, including reservoir locations, target depths and designated acreage, in the Orogrande Project. Notwithstanding
the foregoing, development of the wells continued through December 31, 2023, to further capture and document the scientific base in support
of demonstrating the production potential of the property.

 We
have drilled a total of 18 test wells in the Orogrande Project properties to test for potential shallow pay zones and deeper pay zones
that may be present on structural plays. Two horizontal wells were successfully completed for hydrocarbons through the 2020 drilling
program. However, as of December 31, 2023, both wells remain shut-in waiting for hook up to a gas pipeline. The various wells drilled
on the Orogrande Basin through 2022 confirmed that there are at least five potential distinct reservoirs under our acreage. While these
wells may have potential to produce hydrocarbons to sell commercially in the future, due to capital constraints we have no immediate
plans to deploy the capital necessary to sell production from these wells to third parties. Instead, we plan to use the results from
these wells to determine our drilling plans for future wells, including well locations, target depths and designated acreage, in the
Orogrande Project. The remaining wells can be used for future development for various applications such as re-entering the wellbores
for horizontal unconventional development, fresh water supply, or salt water disposal and/or plugged and abandoned.

 On
July 25, 2018, we and Hudspeth entered into a Settlement & Purchase Agreement (the "Settlement Agreement") with University
Founders (and Founders Oil & Gas Operating, LLC, former operator) ("Founders"), Wolfbone and MPC (entities controlled
by a related party), which agreement provided for Founders assigning all of its working interest in the oil and natural gas leases of
the Orogrande Project to Hudspeth and Wolfbone equally. Future well capital spending obligations remained the same 50% contribution from
Hudspeth and 50% from Wolfbone until such time as the $40.5 million to be spent on the project. Cumulative capital spending did not exceed
$40.5 million until after the closing of the merger between Meta and Torchlight Energy Resources, Inc. in June 2021.

as of October 6, 2023, the Company and certain investor participants (each a "Participant" and collectively the "Participants")
entered into twenty-five separate Participation Agreements (the "Participation Agreements") to conduct drilling of wells
in the Company's approximately 17,000 acre Johnson Prospect in Hudspeth County, Texas, which is a portion of the Company's
Orogrande Prospect.

to the Participation Agreement, the Participants collectively funded the cost of drilling, of approximately $9,000,000, which was used
to (i) acquire the rights to drill on the Johnson Prospect and (ii) finance the drilling of five (5) vertical wells in the Johnson Prospect
in connection with the Company's 2023 drilling program requirements under its University Lands Drilling and Development Unit Agreement.
Each Participant will have the right to participate in the drilling of additional wells on the Johnson Prospect in the future, including
an additional five (5) vertical wells in locations determined by Hudspeth Operating, LLC, the Company's wholly owned subsidiary
("Hudspeth"), in its sole discretion, in 2024. The Participation Agreement provides for an initial allocation of the working
interests and net revenue interests among each Participant and the Company and then a re-allocation upon payout or payment to such Participant
of drilling and completion costs for each well drilled. Following payout, the Company will own 25% of working interest as described below
and 18.75% net revenue interest in each well. Hudspeth will be the operator of the Johnson Prospect pursuant to a joint operating agreement
(the "Operating Agreement") entered into in connection with the Participation Agreement. The Participation Agreement and
the Operating Agreement required, among other things, that Hudspeth and the Company drill and complete at least five (5) vertical wells
by December 31, 2023, unless the term of the Participation Agreement is extended. The wells were completed by December 31, 2023.

 The
Company reserved a twenty-five percent (25%) back-in interest, which shall automatically revert to the Company following the date that
each Participant first recovers 100% of the costs attributable to the drilling and development of the wells in which such Participant
has participated.

 Further,
within a specified period following drilling of the initial five (5) wells, pursuant to the Participation Agreement each Participant
had the option to elect to transfer and assign all its interests to the Company in exchange for the issuance of shares of common stock
of the Company at a conversion factor of $1.20 per share. The option was exercised by the Participants on December 31, 2024.

 One
of the Participants is McCabe Petroleum Corporation, an entity controlled by Mr. McCabe, the Chairman of the Company's Board of
Directors, the largest shareholder of the Company and a lender of the Company. As such, entry into the Participation Agreement and the
related transactions pursuant thereto constitute related party transactions, which have been duly approved by the Company's Board
of Directors and Audit Committee.

 Acquisition
of Working Interest

 On
December 21, 2022, the Company entered into that certain Agreement and Plan of Merger (the "Merger Agreement") with Hudspeth,
Wolfbone, MPC and Mr. McCabe, pursuant to which in a series of transactions the oil and natural gas leases, the lands covered by such
leases, pooling and communitization agreements, rights-of-way, the surface estate of the lands and all wells located in Orogrande Project
will be transferred, conveyed and assigned to Hudspeth (or its designated assignee) in consideration of (1) treating the Orogrande Obligations
(as defined in the Merger Agreement) as having been irrevocably satisfied and discharged in full with respect to MPC and (2) an issuance
of 56,297,638 shares of Company common stock to Mr. McCabe (such series of transactions collectively, the "Merger").

 The
Merger became effective on April 25, 2023. As a result of the Merger, the Company acquired Wolfbone's 22.6249% remaining rights
to working interest in the Orogrande Project in consideration of the issuance by the Company of the 56,297,638 shares of the Company's
common stock to Mr. McCabe.

 The
Merger was completed in accordance with the Texas Business Organizations Code, whereby (a) the Company formed NBH MergeCo, LLC with the
State of Texas ("MergeCo") in order to cause Hudspeth to assign all of its rights under the Merger Agreement to MergeCo and
MergeCo assumed Hudspeth's obligations under the Merger Agreement, (b) MergeCo, Wolfbone and MPC merged with each of Wolfbone and
MPC as surviving entities, and (c) Wolfbone became a direct and wholly-owned subsidiary of the Company. The closing of the transactions
contemplated by the Merger Agreement occurred on May 11, 2023.

 On
May 11, 2023, the Company and its wholly owned subsidiary, Hudspeth, entered into a contribution and exchange agreement with each of
the prior working interest owners in the Orogrande Project named in the table below (each an "Orogrande Owner" and collectively,
the "Orogrande Owners"), pursuant to which, the Company issued to the Orogrande Owners the number of shares of the Company's
common stock set forth opposite such Orogrande Owner's name below in exchange for and in order to acquire such Orogrande Owner's
rights to working interest in the Orogrande Project.

 Shares
 of Common Stock

 Working
 Interest Contribution

 Dingus
 Investments, Inc.

 7,050,382

 2.8334

 %

 Pandora
 Energy, LP

 %

 Kennedy
 Minerals, Ltd

 %

 The
 de Compiegne Property Company No. 20, Ltd

 %

 Loma
 Hombre Energy, LLC

 622,078

 0.2500

 %

 Sero
 Capital, LLC

 725,840

 0.2917

 %

 TOTAL

 27,060,637

 10.8751

 %

 The
Orogrande Project ownership as of December 31, 2023, is detailed as follows:

 Working

 Interest

 Interest

 University
 Lands – Mineral Owner

 20.000

 %

 ORRI
 – Magdalena Royalties, LLC, an entity controlled by Gregory McCabe, Chairman of the Board

 4.500

 %

 ORRI
 – Unrelated Parties

 0.500

 %

 Hudspeth
 Oil Corporation, a subsidiary of Next Bridge Hydrocarbons, Inc.

 56.250

 %

 75.000

 %

 Wolfbone
 Investments, LLC, a subsidiary of Next Bridge Hydrocarbons, Inc.

 18.750

 %

 25.000

 %

 100.000

 %

 100.000

 %

 Hazel
Project in the Midland Basin in West Texas

April 4, 2016, TEI acquired from MPC a 66.66% working interest in approximately 12,000 acres in the Midland Basin. A back-in after payout
of a 25% working interest was retained by MPC and another unrelated working interest owner.

 In
October 2016, the holders of all of Torchlight Energy Resources, Inc.'s then-outstanding shares of Series C Preferred Stock (which
were issued in July 2016) elected to convert into a total 33.33% working interest in our Hazel Project, reducing our ownership from 66.66%
to a 33.33% working interest.

 Acquisition
of Additional Interests in Hazel Project

 On
January 30, 2017, we entered into and closed an Agreement and Plan of Reorganization and a Plan of Merger with an entity which was wholly
owned by Mr. McCabe, which resulted in the acquisition of approximately 40.66% working interest in the 12,000 gross acres, 9,600 net
acres, in the Hazel Project.

 Also,
on January 30, 2017, the Company entered into and closed a Purchase and Sale Agreement with Wolfbone. Under the agreement, we acquired
certain of Wolfbone's Hazel Project assets, including its interest in the Flying B Ranch #1 well and the 40 acre unit surrounding
the well.

 Upon
the closing of the transactions, our working interest in the Hazel Project increased by 40.66% to a total ownership of 74%.

June 1, 2017, we acquired an additional 6% working interest from unrelated working interest owners increasing our working interest in
the Hazel Project to 80%, and an overall net revenue interest of 75%.

 The
Company has drilled seven test wells on the Hazel Project to capture and document the scientific base in support of demonstrating the
production potential of the property. No wells were drilled on the Hazel Project during the year ended December 31, 2023.

 Option
Agreement with Masterson Hazel Partners, LP

 On
August 13, 2020, our subsidiaries TEI and Torchlight Hazel (collectively, "Torchlight Subs") entered into an option agreement
(the "Option Agreement") with Masterson Hazel Partners, LP ("MHP") and MPC. Under the agreement, MHP was obligated
to drill and complete, or cause to be drilled and completed, at its sole cost and expense, a new lateral well (the "Well")
on our Hazel Project, sufficient to satisfy Torchlight Subs's continuous development obligations on the southern half of the prospect
no later than September 30, 2020. MHP has satisfied this drilling obligation. MHP paid to Torchlight Subs $1,000 as an option fee at
the time of execution of the Option Agreement. MHP is entitled to receive, as its sole recourse for the recoupment of drilling costs,
the revenue from production of the Well attributable to Torchlight Subs's interest until such time as it has recovered its reasonable
costs and expenses for drilling, completing, and operating the Well.

 In
exchange for MHP satisfying the above drilling obligations, Torchlight Subs granted to MHP the exclusive right and option to perform
operations, at MHP's sole cost and expense, on the Hazel Project sufficient to satisfy Torchlight Subs's continuous development
obligations on the northern half of the prospect. Because MHP exercised this drilling option and satisfied the continuous development
obligations on the northern half of the prospect, under the terms of the Option Agreement (as amended in September 2020) MHP had the
option to purchase the entire Hazel Project no later than May 31, 2021. Such purchase would be under the terms of a form of Purchase
and Sale Agreement included as an exhibit to the Option Agreement, at an aggregate purchase price of $12,690,704 for approximately 9,762
net mineral acres, and not less than 74% net revenue interest (approximately $1,300 per net mineral acre). MHP declined to exercise the
option in 2021.

 Full
impairment of the historical cost incurred in prior periods for the Hazel Project has been previously recognized.

Properties in the Hunton Play of Central Oklahoma

 Presently,
we are producing from one well in the Viking Area of Mutual Interest and one well in Prairie Grove.

 Full
impairment of the historical cost incurred in prior periods for the Oklahoma Properties has been previously recognized.

 Louisiana
Projects

 In
March 2024, we entered into and closed a Contribution Agreement with Wildcat Partners SPV, LLC, a Delaware limited liability company
("Wildcat"), under which Wildcat transferred to us 100% of the issued and outstanding membership interests in each of (a)
Wildcat Cowboy, LLC, a Texas limited liability company ("Cowboy"), (b) Wildcat Packer, LLC, a Texas limited liability company
("Packer"), (c) Wildcat Panther, LLC, a Texas limited liability company ("Panther") and (d) Wildcat Valentine,
LLC, a Texas limited liability company ("Valentine"). As consideration, we issued 2,500,000 shares of our common stock, under
the terms and conditions of the Contribution Agreement.

 MPC
previously owned and sold to Wildcat the underlying oil and gas prospects owned by Cowboy, Packer, Panther and Valentine. MPC always
retained a 25% back-in after payout and various overriding royalty interests in the prospects owned by Cowboy, Packer, Panther and Valentine,
but MPC agreed to waive its 25% back-in after payout but retain its overriding royalty interests in all such prospects in an effort to
facilitate the transactions described below, including the sale of the leases owned by Valentine, including a leasehold estates in approximately
3,878.90 gross acres and 3,626.25 net acres of land situated in Lafourche Parish, Louisiana (the "Valentine Leases"), and
the leases owned by Panther, including leasehold estates in approximately 618 gross acres and 618 net acres of land situated in Acadia
Parish, Louisiana (the "Panther Leases"), the leases owned by Packer, including leasehold estates in approximately 4,349
gross acres and 4,349 net acres of land situated in Acadia and Lafourche Parish, Louisiana (the "Packer Leases"), the leases
owned by Cowboy, including leasehold estates in approximately 835 gross acres and 835 net acres of land situated in Acadia Parish, Louisiana
(the "Cowboy Leases").

 Concurrent
with the closing of the above transactions with Wildcat, we entered into and closed a Participation Agreement with Magnetar Exploration
L.P. ("Magnetar") under which we sold to Magnetar a 100% working interest, entitled to not less than a 75% net revenue interest,
in and to the Valentine Leases, along with a 100% right, title and interest in all contracts affecting the Valentine Leases, all under
the terms and conditions of such Participation Agreement, including the following consideration: (a) Magnetar paid $964,448 from which
we are required to pay bonuses of $240,000 to ORX Exploration and $60,000 to Zebrowski Consulting, resulting in net proceeds to us of
$664,448; (b) Magnetar agrees to pay all delay rentals pertaining to the Valentine Leases which accrue during calendar year 2024 and
during the months of January through August of 2025, provided, however, that if the initial test well is commenced at any time prior
to the end of August, 2025, Magnetar's obligation to bear delay rental expenses thereafter will be deemed terminated, and the obligation
for the payment of subsequent delay rentals shall be governed by the subject operating agreement; (c) in the event Magnetar has not commenced
actual drilling operations on lands covered by the Valentine Leases on or prior August 31, 2025, then Magnetar shall have the option
to continue paying rentals or extending the leases within the Area of Mutual Interest (the "AMI") until December 31, 2026;
(d) we will have the option to participate for up to a 1/3 working interest in the initial test well to be undertaken by Magnetar on
lands covered by the Valentine Leases, with this right to extend to subsequent wells to be undertaken by Magnetar, subject to the further
provisions regarding operations; and (e) at least three working days prior to its spudding the initial test well, Magnetar will pay to
us a spud fee of $600,000 of which $240,000 of the cost thereof will be shared with ORX Exploration and $120,000 will be shared with
Zebrowski Consulting, leaving us with $240,000.

 Also
concurrent with the closing of the above transactions with Wildcat, we enter into and closed a Participation Agreement with Magnetar
under which we sold to Magnetar a 100% working interest, entitled to not less than a 75% net revenue interest, in and to the Panther
Leases covering approximately 618 gross acres of land situated within the AMI provided therein, along with a 100% right, title and interest
in all contracts affecting the Panther Leases, for the following consideration: (a) Magnetar paid $428,918.05 to us and $70,081.95 to
MPC for delay rentals paid by it; (b) Magnetar agrees to reimburse McCabe for its payment of delay rentals to sustain certain of the
Panther Leases coming due in March and April 2024 in the amount of $70,081.98; (c) Magnetar agrees to pay all delay rentals pertaining
to the Panther Leases which accrue during calendar year 2024, shown to be $23,888.90; (d) in the event Magnetar is unable to commence
actual drilling operations on lands covered by the Subject Panther Leases on or prior February 1, 2025, then Magnetar shall have the
option to extend or take new leases on any of the Panther Leases that would expire during the following 12 calendar months; (e) we will
have the option to participate up to a 1/3 working interest in the initial test well to be undertaken by Magnetar on lands covered by
the Panther Leases, with this right to extend to subsequent wells to be undertaken by Magnetar, subject to the further provisions regarding
operations; (f) prior to its spudding the initial test well, Magnetar will pay to us a spud fee equal to $100,000 of which $20,000 will
be shared with Zebrowski Consulting.

 Reference
Note 13 regarding the valuation of common stock issued and its impact on the recording of the subsequent sale of a portion of the assets
acquired.

 Oil
and Natural Gas Reserves

 Other
than the Producing Hazel Wells (defined below), the only producing properties owned by us were the Oklahoma Properties, which were marginally
producing and were uneconomic for reserve calculation purposes. At the end of 2023, reserves did not include any value for proved undeveloped
properties.

 We
currently have two producing wells located on the Hazel Project, the Flying B Ranch #3H well and the Flying B Ranch #4H well (the "Producing
Hazel Wells"). Production is from the Wolfcamp formation. At December 31, 2023, there were no proved reserves or proved developed
nonproducing reserves related to these properties after giving effect to the obligation to reimburse drilling costs incurred by MHP.

 The
initial gross monthly production rate for the Flying B Ranch #4H was estimated to be 4,200 Bbl, although we will receive no future revenue
from these wells until their estimated depletion because all of such revenue, after deducting expenses to produce the oil, is to be received
by MHP directly and credited toward the recoupment of drilling costs incurred by MHP.

 As
of December 31, 2023, our proved developed nonproducing reserves related to the Producing Hazel Wells totaled -0- BOE, after giving effect
to the obligation to reimburse drilling costs incurred by MHP. As of December 31, 2023, the outstanding cost reimbursement balance owed
to MHP was $3,364,823.

 Production,
Price and Cost Summary

Properties

the year ended December 31, 2022, we produced and sold 183 Bbls net to our interest (168 for the predecessor period plus 15 for the successor
period) at an average sale price of $98.75 per Bbl. We produced and sold 3,031 Mcf of natural gas net to our interest (2,789 for the
predecessor period plus 242 for the successor period) at an average sales price of $7.51 per Mcf. Our average production cost including
lease operating expenses and direct production taxes was $42.68 per BOE. Our depreciation, depletion, and amortization expense was $-0-
per BOE.

the year ended December 31, 2023, we produced and sold 244 barrels of oil net to our interest at an average sale price of $76.50 per
Bbl. We produced and sold 3,558 Mcf of gas net to our interest at an average sales price of $2.07 per Mcf. Our average production cost
including lease operating expenses and direct production taxes was $18.90 per BOE. Our depreciation, depletion, and amortization expense
was $-0- per BOE.

 Hazel
Project

the year ended December 31, 2022, 22,511 barrels of oil net to our interest (21,647 for the predecessor period plus 864 for the successor
period) were sold at an average sale price of approximately $55.98 per Bbl, although we received none of this revenue because all of
it, after deducting expenses to produce the oil, was either received by MHP directly during the time that the Option Agreement was in
effect or credited towards the recoupment of drilling costs incurred by MHP. We produced and sold -0- Mcf of natural gas net to our interest.

 31, 2022

 31, 2022

 Reserves

 Future
 Net Revenue (M$)

 Present
 Value

 Category

 Oil
 (Bbls)

 Gas
 (Mcf)

 Total
 (BOE)

 Total

 Discounted
 at 10%

 Net
 Proved Producing

 $

 -

 $

 -

 Net
 Proved Nonproducing

 $

 -

 $

 -

 Total
 Net Proved

 $

 -

 $

 -

 Standardized
 Measure of Future Net Cash Flows Related to Proved Oil and Gas Properties

 $

 -

 Probable
 Undeveloped

 $

 -

 $

 -

the year ended December 31, 2023, 10,860 barrels of oil net to our interest were sold at an average sale price of approximately $70.99
per Bbl, although we received none of this revenue because all of it, after deducting expenses to produce the oil, was either received
by MHP directly during the time that the Option Agreement was in effect or credited towards the recoupment of drilling costs incurred
by MHP. We produced and sold -0- Mcf of natural gas net to our interest.

 Reserves

 Future
 Net Revenue (M$)

 Present
 Value

 Category

 Oil
 (Bbls)

 Gas
 (Mcf)

 Total
 (BOE)

 Total

 Discounted
 at 10%

 Net
 Proved Producing

 $

 -

 $

 -

 Net
 Proved Nonproducing

 $

 -

 $

 -

 Total
 Net Proved

 $

 -

 $

 -

 Standardized
 Measure of Future Net Cash Flows Related to Proved Oil and Gas Properties

 $

 -

 Probable
 Undeveloped

 $

 -

 $

 -

 The
net producing reserves from 2022 and 2023 were -0- BOE related to the Producing Hazel Wells due to the obligation to pass revenue through
to MHP under the terms of the Option Agreement effective during both periods. Since we have no reserve value as of December 31, 2022
and December 31, 2023, Standardized Measure is not presented.

 Due
to the inherent uncertainties and the limited nature of reservoir data, both proved and probable reserves are subject to change as additional
information becomes available. The estimates of reserves, future cash flows, and present value are based on various assumptions, including
those prescribed by the SEC, and are inherently imprecise.

 Investments
to support our oil and natural gas properties during the years ended December 31, 2023 and 2022 were $8.6 million and $6.9 million.

 Fiscal
 year Ended

 31 - Restated

 2023

 2022

 Property
 acquisition costs

 $

 $

 -

 Development
 costs

 8,653,640

 6,790,628

 Exploratory
 costs

 $

 -

 $

 -

 Totals

 $

 9,377,309

 $

 6,790,628

 Original
Property acquisition costs for the year ended December 31, 2023, stated above were $16,015,592 representing the value of 83,358,275 shares
of common stock and cancellation of an account receivable given in exchange for 33.5% working interest in the Company's Orogrande
Project. Original 2023 Property acquisition costs have been restated to $723,669.

 Property
development costs presented above exclude interest capitalized into the full cost pool. For the years ended December 31, 2023 and 2022,
we capitalized $2,498,184 and $1,363,538 of interest on unevaluated properties, respectively.

 The
development costs 2023 and 2022 include work solely in the Orogrande Project. We made progress during 2023 and 2022 to develop proved
producing reserves in the Orogrande Project in the Permian Basin in West Texas, which has not yet resulted in hydrocarbon production.
We incurred costs of $11.1 million in 2023 and $8.2 million in 2022 related to certain drilling activity carried out to remain in compliance
with all aspects of our lease obligations and to satisfy the continuous drilling clause under the agreement with University Lands, whereby
we are obligated to satisfy certain minimum yearly requirements that may be exceeded if desired. Additionally, the Company and certain
investor participants entered into twenty-five separate Participation Agreements to conduct drilling of wells in the Company's
approximately 17,000 acre Johnson Prospect in Hudspeth County, Texas, which is a portion of the Company's Orogrande Prospect to
satisfy the 2023 drilling requirement.

 No
development costs were incurred in 2023 or 2022 for the Oklahoma Properties.

the fiscal years ended December 31, 2023 and 2022, development and exploratory net wells were drilled as set forth in the table below.

 Drilling
Activity Summary

 31,

 2023

 2022

 Hazel
 Project (Texas)

 Dry

 Productive

 Orogrande
 Project (Texas)

 Dry

 Productive

as of October 6, 2023, the Company and certain investor participants entered into twenty-five separate Participation Agreements to conduct
drilling of wells in approximately 17,000 acre Johnson Prospect in Hudspeth County, Texas, which is a portion of the Company's
Orogrande Prospect.

to the Participation Agreement, the Participants collectively funded the cost of drilling which was used to (i) acquire the rights to
drill on the Johnson Prospect and (ii) finance the drilling of five (5) vertical wells in the Johnson Prospect in connection with the
Company's 2023 drilling program requirements under its University Lands Drilling and Development Unit Agreement.

 The
Participation Agreement provides for an initial allocation of the working interests and net revenue interests among each Participant
and the Company and then a re-allocation upon payout or payment to such Participant of drilling and completion costs for each well drilled.
Following payout, the Company will own 25% of working interest and 18.75% net revenue interest in each well.

 31, 2022

 Gross

 Net

 Gross

 Net

 Productive
 Wells

 Oil

 7.00

 2.67

 5.00

 2.67

 Gas

 7.00

 2.66

 4.00

 2.66

 Test
 Wells

 Salt
 Water Disposal

 3.00

 2.13

 3.00

 2.13

 Fresh
 Water Supply

 3.00

 2.00

 3.00

 2.00

 Plug
 & Abandon

 5.00

 3.87

 5.00

 3.87

 Well
status as of December 31, 2023 includes the five wells drilled under the Participation Agreements and which satisfied the 2023 drilling
requirement. Since the Participants hold the working interest in those wells until payout, the Net Interest is unchanged from 2022.

 With
the principal goal of gathering scientific data from a strategy of drilling test wells, all wells were drilled with the intent of being
completed and productive for hydrocarbons. Two horizontal wells were successfully completed for hydrocarbons through the 2020 drilling
program, however as of December 31, 2023 both wells remain shut-in waiting for hook-up to a gas pipeline. The various wells drilled on
the Orogrande Basin through 2023 confirmed that there are at least five potential distinct reservoirs under our acreage. While these
wells may have potential to produce hydrocarbons to sell commercially in the future, due to capital constraints we have no immediate
plans to deploy the capital necessary to sell production from these wells to third parties. Instead, we plan to use the results from
these wells to determine our drilling plans for future wells, including well locations, target depths and designated acreage, in the
Orogrande Project. The remaining wells can be used for future development for various applications such re-entering the wellbores for
horizontal unconventional development, fresh water supply, or salt water disposal and/or plugged and abandoned.

 Producing
Well Summary

 Acreage.

 The
Orogrande Project consists of unevaluated and undeveloped properties in progress of development for future production.

 Total
 Acres

 Developed
 Acres

 Undeveloped
 Acres

 Gross

 Net

 Gross

 Net

 Gross

 Net

 Texas—

 Orogrande
 Project

 -

 -

 Hazel
 Project

 -

 -

 Oklahoma—

 Viking

 -

 -

 Total

 135,285

 134,708

 1,285

 Marketing
and Customers

 The
market for any oil and natural gas that we may produce depends on factors beyond our control, including the extent of domestic production
and imports of oil and natural gas, the proximity and capacity of natural gas pipelines and other transportation facilities, demand for
oil and natural gas, the marketing of competitive fuels, and the effects of state and federal regulation. The oil and natural gas industry
also competes with other industries in supplying the energy and fuel requirements of industrial, commercial, and individual consumers.

 Our
oil production is expected to be sold at prices tied to the spot oil markets. Our natural gas production is expected to be sold under
short-term contracts and priced based on first of the month index prices or on daily spot market prices. We will rely on our operating
partners to market and sell our production.

 Competition

 The
oil and gas industry is highly competitive. Competitors include major oil companies, other independent energy companies and individual
producers and operators, many of which have financial resources, personnel and facilities substantially greater than we do. We face intense
competition for the acquisition of oil and natural gas properties and leases for oil and gas exploration. Not only do our competitors
explore for and produce oil and natural gas, but also many carry on midstream and refining operations and market petroleum and other
products on a regional, national, or worldwide basis. The operations of other companies may be able to pay more for exploratory prospects
and productive oil and natural gas properties. They may also have more resources to define, evaluate, bid for, and purchase a greater
number of properties and prospects than our financial or human resources permit. Our larger or integrated competitors may have the resources
to be better able to absorb the burden of current and future federal, state, and local laws and regulations more easily than we can,
which would adversely affect our competitive position. Our ability to locate reserves and acquire interests in properties in the future
will be dependent upon our ability and resources to evaluate and select suitable properties and consummate transactions in this highly
competitive environment. In addition, we may be at a disadvantage in producing oil and natural gas properties and bidding for exploratory
prospects because we have fewer financial and human resources than other companies in our industry. Should a larger and better financed
company decide to directly compete with us, and be successful in its efforts, our business could be adversely affected.

 Regulation

 Our
oil and natural gas development operations are subject to stringent and complex federal, state, tribal, regional and local environmental,
health and safety laws and regulations governing, among other factors, worker safety and health, the discharge and disposal of substances
into the environment, and the protection of the environment and natural resources. Numerous governmental entities, including the U.S.
Environmental Protection Agency ("EPA") and analogous state and local agencies, (and, under certain laws, private individuals)
have the power to enforce compliance with these laws and regulations and any permits issued under them. These laws and regulations may,
among other things: (i) require permits to conduct exploration, drilling, water withdrawal, wastewater disposal and other production
related activities; (ii) govern the types, quantities and concentrations of substances, including emissions of CO2, methane and certain
other greenhouse gases ("GHG"), that may be disposed or released into the environment or injected into formations in connection
with drilling or production activities, and the manner of any such disposal, release, or injection; (iii) limit or prohibit construction
or drilling activities or require formal mitigation measures in sensitive areas such as wetlands, wilderness areas or areas inhabited
by endangered or threatened species; (iv) require investigatory and remedial actions to mitigate pollution conditions arising from the
Company's operations or attributable to former operations; (v) impose safety and health restrictions designed to protect employees
and others from exposure to hazardous or dangerous substances; and (vi) impose obligations to reclaim and abandon well sites and pits.

 Certain
existing environmental and occupational safety and health laws and regulations to which our business operations are subject including,
the Clean Air Act, as amended (the "CAA"), the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"),
the Federal Resource Conservation and Recovery Act ("RCRA"), Federal Water Pollution Control Act of 1972 as amended by the
Oil Pollution Act of 1990, EPA rules to reduce methane emissions from new, modified or reconstructed sources in the oil and natural gas
sector, including implementation of a leak detection and repair ("LDAR") program under the CAA's New Source Performance
Standards ("NSPS") in 40 C.F.R. Part 60, Subpart OOOOa ("Quad Oa"), the Federal Occupational Safety and Health
Act ("OSHA") and other state equivalent laws and regulations. In December 2023, the EPA finalized NSPS Subpart OOOOb, which
seeks to reduce methane and volatile organic compound emissions from the oil and natural gas source category and NSPS Subpart OOOOc,
which create, for the first-time, emission guidelines for existing oil and natural gas sources that would be included in individual states'
implementation plans. These standards expand upon previously issued NSPS Subparts OOOO and OOOOa published by the EPA in 2012 and 2016,
respectively. For further discussion of the risks to our results of operations arising out of our environmental regulatory compliance,
see "Risks Relating to Our Business", including the following risk factors "— Our operations are heavily dependent
on current environmental regulation, changes in which we cannot predict," "— Government regulatory initiatives
relating to hydraulic fracturing could result in increased costs and additional operating restrictions or delays," and "— Climate
change laws and regulations restricting emissions of GHGs could result in increased operating costs and reduced demand for the oil and
natural gas that we produce. "

 Environmental
Matters

 Our
operations and properties are and will be 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. In the future, environmental legislation and regulation may trend toward stricter standards.
These laws and regulations may, for example:

 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;

 impose
substantial liabilities for pollution resulting from operations; or

 restrict
certain areas from fracking and other stimulation techniques.

 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. In the opinion of management,
we are and will be in substantial compliance with current applicable environmental laws and regulations and have no material commitments
for capital expenditures to comply with existing environmental requirements. Nevertheless, changes in existing environmental laws and
regulations or in interpretations thereof could have a significant impact on our company, as well as the oil and natural gas industry
in general.

 CERCLA
and comparable state statutes impose strict, joint, and several liability on owners and operators of sites and on persons who disposed
of or arranged for the disposal of "hazardous substances" found at such sites. It is not uncommon for the neighboring landowners
and other third parties to file claims for personal injury and property damage allegedly caused by hazardous substances released into
the environment. The RCRA and comparable state statutes govern the disposal of "solid waste" and "hazardous waste"
and authorize the imposition of substantial fines and penalties for noncompliance. Although CERCLA currently excludes petroleum from
its definition of "hazardous substance," state laws affecting our operations may impose clean-up liability relating to petroleum
and petroleum related products. In addition, although RCRA classifies certain oil field wastes as "non-hazardous," such exploration
and production wastes could be reclassified as hazardous wastes thereby making such wastes subject to more stringent handling and disposal
requirements.

 The
Endangered Species Act ("ESA") seeks to ensure that activities do not jeopardize endangered or threatened animal, fish, and
plant species, nor destroy or modify the critical habitat of such species. Under the ESA, exploration and production operations, as well
as actions by federal agencies, may not significantly impair or jeopardize protected species or habitat. The ESA provides for criminal
and civil penalties for violations. Other statutes that provide protection to animal and plant species and that may apply to our operations
include, but are not necessarily limited to, the Fish and Wildlife Coordination Act, the Fishery Conservation and Management Act, the
Migratory Bird Treaty Act and the National Historic Preservation Act. Although we believe that our operations are and will be in substantial
compliance with such statutes, any change in these statutes or any reclassification of a species as endangered could subject us to significant
expenses to modify our operations or could force us to discontinue certain operations altogether.

 Hydraulic
fracturing is regulated by state and federal environmental and oil and gas regulatory authorities, including specifically the requirement
to disclose certain information related to hydraulic fracturing operations. Operators must follow applicable legal requirements for groundwater
protection and are subject to supervision by state and federal regulators (including the U.S. Department of the Interior Bureau of Land
Management ("BLM") on federal acreage). Furthermore, well construction practices require the installation of multiple layers
of protective steel casing surrounded by cement that are specifically designed and installed to protect freshwater aquifers by preventing
the migration of fracturing fluids into aquifers. Regulatory proposals in some states and local communities have been initiated to require
or make more stringent the permitting and compliance requirements for hydraulic fracturing operations. Federal and state agencies have
continued to assess the impacts of hydraulic fracturing, which could spur further action toward federal and/or state legislation and
regulation of hydraulic fracturing activities. In addition, in light of concerns about seismic activity being triggered by the injection
of produced waters into underground wells and hydraulic fracturing, certain regulators are also considering additional requirements related
to seismic safety for hydraulic fracturing activities. Further restrictions on hydraulic fracturing could make it prohibitive to conduct
our operations, and also reduce the amount of oil and natural gas that we or our operators are ultimately able to produce from our properties.

 Climate
Change

 Significant
studies and research have been devoted to climate change and global warming, and climate change has developed into a major political
issue in the United States and globally. Certain research suggests that GHG emissions contribute to climate change and pose a threat
to the environment. Recent scientific research and political debate has focused in part on carbon dioxide and methane incidental to oil
and natural gas exploration and production. Many states and the federal government have enacted legislation directed at controlling GHG
emissions, and future legislation and regulation could impose additional restrictions or requirements in connection with our drilling
and production activities and favor use of alternative energy sources, which could affect operating costs and demand for oil products.
As such, our business could be materially adversely affected by domestic and international legislation targeted at controlling climate
change.

 Human
Capital

 The
health and safety of our employees and those that work with us is a priority. Employees and contractors are expected to take all necessary
and reasonable actions to ensure safe operations by following safe work practices, complying with relevant policies and regulations,
and completing all applicable training. To support our dedication to health, safety and the environment, we have a health and safety
policy and that applies to all employees and contractors. In addition to adoption of our employment policies, the Company fosters a strong
safety culture through training.

 Corporate
Information

 Our
principal executive office is located at 500 W. Texas Ave., Suite 890, Midland, TX 79701. We currently share this office space with companies
owned by our CEO, Gregory McCabe, and believe that the condition and size of those offices are adequate for our current needs. Our website
is nextbridgehydrocarbons.com. Information contained on or accessible through our website, when available, shall not be incorporated
by reference herein.

 Available
Information

 We
file annual, quarterly and current reports, proxy statements and other documents with the SEC under the Securities Exchange Act of 1934.
The SEC maintains a website that contains reports, proxy and information statements, and other information that is electronically filed
with the SEC. The public can obtain any documents that we file with the SEC at www.sec.gov. We also make available free of charge on
our website, our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and, if applicable, amendments
to those reports filed or furnished pursuant to Section 13(a) of the Exchange Act as soon as reasonably practicable after we file such
material with, or furnish it to, the SEC.

 Item
 7.

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

 The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited
and unaudited financial statements and related notes that are included elsewhere in this report. Some of the information contained in
this discussion and analysis constitutes forward-looking statements that involve risks and uncertainties. Actual results could differ
materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include,
but are not limited to, those discussed below and elsewhere in this report, particularly under the section titled "Cautionary Statement
Concerning Forward-Looking Statements."

 Overview

 Our
consolidated financial statements have been prepared on a stand-alone basis. Our consolidated financial statements reflect our financial
position, results of operations and cash flows in conformity with GAAP.

 A
Change in Reporting Entity became effective at December 14, 2022, resulting from the spinoff lacking economic substance and requiring
the inclusion of pre-spinoff historical financial reporting periods in all subsequent filings.

 Where
applicable certain items have been restated as notated throughout the consolidated financials statements and disclosures following.

 The
historical costs and expenses reflected in our 2022 restated consolidated comparative financial statements include an allocation for
certain corporate shared service functions historically provided by Meta including executive oversight, accounting, treasury, tax, legal,
human resources, occupancy, procurement, information technology and other shared services. These expenses have been allocated to us on
the basis of direct usage when identifiable, with the remainder allocated on a pro rata basis based on sales, headcount, tangible assets
or other measures considered to be a reasonable reflection of the historical utilization levels of these services.

 Our
management believes the assumptions underlying our restated consolidated financial statements, including the assumptions regarding the
allocation of general corporate expenses from Meta are reasonable. Nevertheless, our financial statements may not include all of the
actual expenses that would have been incurred had we operated as a stand-alone company during the periods presented and may not reflect
what our actual results of operations, financial position and cash flows would have been if we had operated as a stand-alone company
during the periods presented. Actual costs that would have been incurred if we had operated as a stand-alone company would depend on
multiple factors, including organizational structure and strategic decisions made in various areas, including information technology
and infrastructure. We now perform these functions using our own resources and purchased services.

 On
December 21, 2022, we entered into that certain Agreement and Plan of Merger (the "Merger Agreement") with Hudspeth, Wolfbone,
MPC and Mr. McCabe, pursuant to which in a series of transactions the oil and natural gas leases, the lands covered by such leases, pooling
and communitization agreements, rights-of-way, the surface estate of the lands and all wells located in the Orogrande Project will be
transferred, conveyed and assigned to Hudspeth (or its designated assignee) in consideration of (1) treating the Orogrande Obligations
(as defined in the Merger Agreement) as having been irrevocably satisfied and discharged in full with respect to MPC and (2) an issuance
of 56,297,638 shares of our common stock to Mr. McCabe (such series of transactions collectively, the "Merger"). The Merger
was completed in May 2023 in accordance with the Texas Business Organizations Code, whereby (a) the Company will form NBH MergeCo, LLC
with the State of Texas ("MergeCo") in order to cause Hudspeth to assign all of its rights under the Merger Agreement to
MergeCo and MergeCo will assume Hudspeth's obligations under the Merger Agreement, (b) Hudspeth (or MergeCo, as its assignee),
Wolfbone and MPC shall merge with each of Wolfbone and MPC as surviving entities, and (c) Wolfbone became a direct and wholly-owned subsidiary
of the Company. The closing of the transactions contemplated by the Merger Agreement were subject to the satisfaction of certain customary
closing conditions, including filing and acceptance of the certificate of merger by the Secretary of State of the State of Texas.

 In
connection with the Merger, on December 22, 2022, the Company entered into the 2022 Note (defined below). The Company is entitled to
request advances under the 2022 Note in a minimum principal amount of $100,000 each. Mr. McCabe is the largest shareholder of our common
stock. As such, the Merger and 2022 Note constitute related party transactions which have been duly approved by our Board and Audit Committee.
As of December 31, 2023, the Company had drawn $20 million on the 2022 Note. The maturity date of the loan had been amended to September
30, 2024.

 Recent
Developments

 We
met our 2022 drilling obligations under the DDU Agreement to drill five new wells in the Orogrande Project in advance of the March 31,
2023, deadline under University Lands lease requirement. The data collected from these five wells, in addition to the five wells drilled
in 2021, confirmed that there are at least five potential distinct reservoirs under our acreage. Also, our operations team deployed a
new mist drilling solution which increased hole stability, which we believe will result in meaningful cost savings for additional wells
drilled in the Orogrande Project. While these wells may have potential to produce hydrocarbons to sell commercially in the future, we
have no immediate plans to deploy the additional capital necessary to sell production from these wells to third parties. Instead, we
plan to use the results from these wells to determine our drilling plans for future wells, including reservoir locations, target depths
and designated acreage, in the Orogrande Project.

as of October 6, 2023, the Company and certain investor participants (each a "Participant" and collectively the "Participants")
entered into twenty-five separate Participation Agreements (the "Participation Agreements") to conduct drilling of wells
in the Company's approximately 17,000 acre Johnson Prospect in Hudspeth County, Texas, which is a portion of the Company's
Orogrande Prospect.

to the Participation Agreement, the Participants collectively funded the cost of drilling, of approximately $9,000,000, which was used
to (i) acquire the rights to drill on the Johnson Prospect and (ii) finance the drilling of five (5) vertical wells in the Johnson Prospect
in connection with the Company's 2023 drilling program requirements under its University Lands Drilling and Development Unit Agreement.
Each Participant will have the right to participate in the drilling of additional wells on the Johnson Prospect in the future, including
an additional five (5) vertical wells in locations determined by Hudspeth Operating, LLC, the Company's wholly owned subsidiary
("Hudspeth"), in its sole discretion, in 2024. The Participation Agreement provides for an initial allocation of the working
interests and net revenue interests among each Participant and the Company and then a re-allocation upon payout or payment to such Participant
of drilling and completion costs for each well drilled. Following payout, the Company will own 25% of working interest as described below
and 18.75% net revenue interest in each well. Hudspeth will be the operator of the Johnson Prospect pursuant to a joint operating agreement
(the "Operating Agreement") entered into in connection with the Participation Agreement. The Participation Agreement and
the Operating Agreement required, among other things, that Hudspeth and the Company drill and complete at least five (5) vertical wells
by December 31, 2023, unless the term of the Participation Agreement is extended.

 The
wells were completed by December 31, 2023 satisfying the 2023 drilling obligation under the DDU Agreement.

 Income
Taxes

 Judgment
is required in determining the provision for income taxes and related accruals, deferred tax assets and liabilities. In the ordinary
course of business, tax issues may arise where the ultimate outcome is uncertain. Additionally, our tax returns are subject to audit
by various tax authorities. Consequently, changes in our estimates for contingent tax liabilities may materially impact our results of
operations or financial position.

 Results
of Operations

 Historical
Results for the Years Ended December 31, 2023 and 2022 – Restated

 Historical
Results for the Years Ended December 31, 2023 - Restated

 For
the year ended December 31, 2023, we had a restated net loss of $10,389,372 compared to a restated net loss of $8,950,166 for the year
ended December 31, 2022. At December 31, 2023, we had restated current assets of $2,085,810 and total assets of $55,863,568. As of December
31, 2023, we had restated current liabilities of $49,180,169. Restated stockholders' equity was $6,434,748 at December 31, 2023.

 Historical
Results for the Years Ended December 31, 2022 - Restated

 For
the year ended December 31, 2022, we had a restated net loss of $8,950,166. The net loss was primarily due to restated general and administrative
expenses for the year ended December 31, 2022.

 At
December 31, 2022, we had restated current assets of $959,117 and restated total assets of $42,658,863. As of December 31, 2022, we had
restated current liabilities of $31,092,824. Restated stockholders' equity was $11,319,173 at December 31, 2022.

and Gross Profit

 Year Ended December 31

 2023

 2022

 Change

 Product Sales BOE

 Total Revenue

 $

 $
 40,834

 $
 (14,803
)

 Cost of revenue

 (60,933
)

 (169,551
)

 (108,618
)

 Gross Profit (Loss)

 $
 (34,902
)

 $
 (128,717
)

 $
 93,815

 Gross profit percentage

 -134.08
 %

 -315.22
 %

 -633.76
 %

 Production
Revenues and Cost of Revenue

 For
the year ended December 31, 2023, we had production revenue of $26,031 compared to $40,834 in 2022. The change in revenue was primarily
due to the increase in oil and natural gas production from 692 BOE for the 2022 period to 837 BOE for the 2023 period from the Oklahoma
Properties, a decrease in the average price of oil from $98.75 in 2022 to $76.50 in 2023 and a decrease in the average price of natural
gas from $7.51 in 2022 to $2.07 in 2023. Our cost of revenue, consisting of lease operating expenses and production taxes, was $169,551
for the year ended December 31, 2022 compared with $60,933 for the year ended December 31, 2023. For each of the years ended December
31, 2022 and 2023, production and revenue are detailed as follows:

 Oil

 Gas

 Production

 Production

 Oil

 Gas

 Total

 Property

 Quarter

 {BBLS}

 {MCF}

 Q1

 $

 -

 $

 -

 $

 -

 Hazel
 (TX)

 Q1

 -

 -

 -

 Total
 Q1-2022

 $

 -

 $

 -

 $

 -

 Q2

 1,267

 $

 9,688

 $

 7,716

 $

 17,404

 Hazel
 (TX)

 Q2

 -

 -

 $

 -

 Total
 Q2-2022

 1,267

 $

 9,688

 $

 7,716

 $

 17,404

 Q3

 $

 4,635

 $

 8,329

 $

 12,964

 Hazel
 (TX)

 Q3

 -

 -

 -

 Total
 Q3-2022

 $

 4,635

 $

 8,329

 $

 12,964

 Q4

 3,749

 6,717

 10,466

 Hazel
 (TX)

 Q4

 -

 -

 -

 Total
 Q4-2022

 $

 3,749

 $

 6,717

 $

 10,466

 Total
 2022

 3,031

 18,072

 22,762

 40,834

 Average
 Commodity Price

 $

 98.75

 $

 7.51

 Q1

 $

 8,141

 $

 2,783

 $

 10,924

 Hazel
 (TX)

 Q1

 -

 -

 -

 Total
 Q1-2023

 $

 8,141

 $

 2,783

 $

 10,924

 Q2

 3,195

 1,646

 4,841

 Hazel
 (TX)

 Q2

 -

 -

 -

 Total
 Q2-2023

 $

 3,195

 $

 1,646

 $

 4,841

 Q3

 1183

 6,184

 1,547

 7,731

 Hazel
 (TX)

 Q3

 -

 -

 -

 Total
 Q3-2023

 1183

 $

 6,184

 $

 1,547

 $

 7,731

 Q4

 1,146

 1,389

 2,535

 Hazel
 (TX)

 Q4

 -

 -

 -

 Total
 Q4-2023

 1,146

 1,389

 2,535

 Total
 2023

 3558

 $

 18,666

 $

 7,365

 $

 Average
 Commodity Price

 $

 76.50

 $

 2.07

 Expenses
for the Years Ended December 31, 2023 and 2022 - Restated

 We
recorded depreciation, depletion and amortization expense of $-0- for the year ended December 31, 2023 compared to $-0- for the year
ended December 31, 2022.

 Operating
Expenses

 Year Ended December 31,

 2023

 2022

 Operating Expenses

 General & Administrative

 $

 $
 8,821,945

 $

 $
 8,821,945

 General
and Administrative Expenses

 Our
general and administrative expense for the year ended December 31, 2023 was $12,095,611 compared to $8,821,945 for the year ended December
31, 2022. Our general and administrative expenses consisted of consulting and compensation expense, substantially all of which were non-cash
or deferred, accounting and administrative costs, professional consulting fees, and other general corporate expenses. The change in general
and administrative expenses in 2023, compared to 2022, is primarily due to employee compensation and an increase in consulting fees,
filing fees, legal fees, director and officer liability insurance, and investor relations expenses.

 Cash
Flows, Liquidity and Capital Resources.

 Cash
Flows - Restated

 The
following table summarizes sources and uses of cash and cash equivalents:

 Year

 Year

 Ended

 Ended

 Cash Flows From (Used in) Operating Activities

 $
 (10,389,372
)

 $
 (8,950,166
)

 1,785

 1,092

 Prospect fee offset to note payable

 (368,334
)

 (26,612
)

 Expense related to stock based compensation

 4,781,278

 -

 (208,882
)

 -

 (14,153
)

 18,660

 (150,000
)

 (14,440
)

 (59,633
)

 (25,000
)

 (55,179
)

 (1,353,787
)

 4,734,248

 Net cash from (used in) operating activities

 (7,558,092
)

 (4,446,093
)

 Cash Flows from (used in) Investing Activities

 Investment in oil and natural gas properties

 (8,653,640
)

 (6,790,628
)

 Net cash from (used in) investing activities

 (8,653,640
)

 (6,790,628
)

 Cash Flows From (Used in) Financing Activities

 9,500,000

 (1,000,000
)

 -

 -

 Contributions from parent, net

 -

 Net cash from (used in) financing activities

 17,311,281

 9,816,600

 1,099,549

 (1,420,121
)

 Cash - beginning of period

 Cash - end of period

 $

 $

 $

 $
 -

 Common stock issued in working interest acquisition

 $

 $
 -

 Account receivable cancelled in WI acquisition

 $

 $
 -

 Capitalized Interest

 $

 $
 1,363,538

 At
December 31, 2023, we had cash and cash equivalents of $1,668,847 compared to $569,298 as of December 31, 2022.

 Cash
Flows From Operating Activities - Restated

 Cash
used in operating activities for the year ended December 31, 2023, was $7,558,092 compared to $4,446,093 for the restated year ended
December 31, 2022.

 Cash
used in operating activities for the year ended December 31, 2023 can be attributed principally to net loss from operations of $10,389,372
adjusted for $4,781,279 in expense related to stock based compensation and changes in other liabilities, and accounts payable and accrued
expenses.

 Cash
Flows from Investing Activities - Restated

 Cash
used in investing activities for the year ended December 31, 2023 was $8,653,640 compared to $6,790,628 for the restated year ended December
31, 2022. Cash used in investing activities consisted primarily of investments in oil and natural gas properties.

 Cash
Flows from Financing Activities - Restated

 Cash
provided by financing activities for the year ended December 31, 2023 was $17,311,281 compared to $9,816,600 for the year ended December
31, 2022. Cash flows provided by financing activities consisted primarily of loans from a related party.

 We
expect to continue to have cash flows provided by financing activities as we seek new rounds of financing and continue to develop our
oil and natural gas investments. We do not expect to pay cash dividends on our common stock in the foreseeable future.

 Reference
the Restated Consolidated Statements of Cash Flows included in the financial statements for additional detail of the components that
comprise the net use of cash in operations. We expect to continue to use cash flows in operating activities until such time as we achieve
sufficient commercial oil and natural gas production to cover our operating costs.

 Capital
Expenditures - Restated

 Our
capital expenditures are summarized in the following table:

 Year

 Year

 Ended

 Ended

 2023

 2022

 Acquisitions:

 Proved property

 $
 -

 $
 -

 Unproved property working interest

 901,188

 -

 Exploration and development:

 Development drilling and completion costs

 8,653,640

 6,790,628

 Capitalized interest

 1,363,538

 Total exploration and development

 12,053,012

 8,154,166

 Other property

 -

 -

 Total capital expenditures

 $
 12,053,012

 8,154,166

 Change in accrued capital expenditures and other

 1,353,787

 (4,734,248
)

 Common stock issued for development costs

 (723,669
)

 -

 Account receivable cancelled in working interest acquisition

 (177,519
)

 -

 Prepaid drilling costs

 -

 Capitalized interest

 (2,498,184
)

 (1,363,538
)

 Total cash capital expenditures

 $
 10,007,427

 $
 2,206,380

 Liquidity
and Capital Resources

 Liquidity
risk is the risk that we will not meet our financial obligations as they become due after use of currently available cash. We have a
planning and budgeting process to monitor operating cash requirements, including amounts projected for capital expenditures, which are
adjusted as input variables change. These variables include, but are not limited to, our ability to generate revenue from operations,
general and administrative requirements and the availability of equity or debt capital. As these variables change, we may be required
to issue equity or obtain debt financing.

 The
2021 Note

 Prior
to the date on which our shares of common stock were distributed to the holders of Series A Preferred Stock of Meta (the "Spin-Off"),
on October 1, 2021, we issued a secured, revolving promissory note in an original principal amount of up to $15 million in favor of Meta
(as amended to date, the "2021 Note"). The 2021 Note was issued to provide capital to engage certain consultants and satisfy
the minimum drilling requirements under the DDU Agreement, which was necessary to preserve our interests in the oil and gas properties.
Though Meta had no intentions to operate the oil and natural gas assets as an independent business, Meta would need to maintain the oil
and natural gas interests until a sale of such assets or the Spin-Off could be consummated as it was obligated to do under its charter
documents. The 2021 Note bears interest at 8% per annum, computed on the basis of a 360-day year, and matures March 31, 2023 (the "2021
Note Maturity Date"); provided, however, if we raise $30 million or more in capital through debt or equity or a combination thereof
by the 2021 Note Maturity Date, the 2021 Note Maturity Date will be extended to September 30, 2023. If an event of default has occurred
and is continuing, interest on the 2021 Note may accrue at the default rate of 12% per annum. The outstanding principal of the 2021 Note,
together with all accrued interest thereon, becomes due on the 2021 Note Maturity Date.

 The
2021 Note is secured by a security interest in (a) pursuant to a Stock Pledge Agreement dated as of September 30, 2021 between Gregory
McCabe (the "Pledgor" or "Mr. McCabe") and Meta (the "Stock Pledge Agreement"), 1,515,000 shares
of Meta's common stock that are owned directly and beneficially by the Pledgor, and (b) pursuant to a Deed of Trust, Mortgage,
Security Agreement, Fixture Filing, Financing Statement and Assignment of Production dated as of September 30, 2021 made by Wolfbone
(an affiliate of the Pledgor) for the benefit of Meta (the "Security Agreement"), a 25% working interest beneficially owned
by the Pledgor in the Orogrande Project as defined in the Security Agreement. Following the Merger, we expect Wolfbone to become an indirect
subsidiary of the Company and the Security Agreement to remain in place.

 The
2021 Note includes a restrictive covenant that, subject to certain exceptions and qualifications, restricts our ability to merge or consolidate
with another person or entity, or sell or transfer all or substantially all of our assets, unless we are the surviving entity or the
successor entity assumes all of obligations under the 2021 Note.

 Upon
the occurrence and during the continuance of an event of default under the 2021 Note, Meta as the lender may declare all outstanding
principal and accrued and unpaid interest under the 2021 Note immediately due and payable, may terminate any remaining commitment to
make advances under the 2021 Note, and may exercise the other rights and remedies provided for under the 2021 Note and related security
documents. The events of default under the 2021 Note include among other things, subject to grace periods in certain instances, payment
defaults, breaches of covenants, an event of default under the Stock Pledge Agreement or the Security Agreement, bankruptcy and insolvency
events with respect us or our subsidiaries, cross defaults with certain of our other material indebtedness, and material judgments against
us.

 On
June 28, 2022 and in August 2022, we borrowed $1.9 million and $2.7 million as an advance from Meta to be treated as an unsecured term
loan, in addition to $441,000 previously advanced, under a Loan Agreement with Meta as the lender (the "Loan Agreement"),
the proceeds of which are available for our working capital and general corporate purposes. As of the date of this report, we had an
aggregate principal amount outstanding of $5.0 million, which is the maximum amount available under the Loan Agreement. The loans were
due and payable on March 31, 2023 (the "Maturity Date"), unless extended as described in the following sentence. Under the
Loan Agreement, if we raise $30 million or more in capital through debt or equity or a combination thereof by the Maturity Date, the
Maturity Date will be extended to October 3, 2023 and the 2021 Note plus the loans under the Loan Agreement would be amortized in six
equal monthly installments. Loans under the Loan Agreement bear interest at a fixed rate of 8% per annum if no event of default exists,
and at a fixed rate of 12% per annum if an event of default exists.

 We
have the right to prepay the loans under the Loan Agreement in whole or in part at any time without penalty. Amounts repaid or prepaid
may not be reborrowed. We will be required to prepay the loans upon an asset disposition (other than permitted asset sales), certain
equity issuances (other than permitted equity), debt issuances (other than permitted debt), and certain extraordinary receipts. We are
required to prepay the loans from our annual excess cash flow, if any.

 The
Loan Agreement includes customary representations and covenants that, subject to certain exceptions and qualifications, restrict our
ability to do certain things, such as: incur additional indebtedness; incur liens; engage in mergers, acquisitions, and asset sales;
make loans and investments; declare dividends or redeem or repurchase equity interests; transact with affiliates on a non-arm's
length basis; and enter into certain restrictive agreements. In addition, the Loan Agreement contains customary affirmative covenants,
including covenants regarding the payment of taxes and other obligations, maintenance of insurance, maintenance of our existence and
material properties, customary visitation rights, reporting requirements, compliance with applicable laws and regulations, and formation
or acquisition of new subsidiaries.

 Upon
the occurrence and during the continuance of an event of default, Meta as the lender has the right to declare all outstanding principal
and accrued and unpaid interest under the Loan Agreement immediately due and payable and exercise certain other rights and remedies.
The events of default under the Loan Agreement include among other things, subject to grace periods in certain instances, payment defaults,
breaches of covenants or representations and warranties, a change in control or a material adverse change defined in the Loan Agreement,
material judgments and attachments, cross defaults with certain other material indebtedness, and bankruptcy and insolvency events with
respect to the Company and our subsidiaries.

 See
the discussion under the caption "Recent Developments" and Note 7 of the notes to our financial statements as of and for
the year ended December 31, 2023 included in this report for information about the amendments to the 2021 Note and the Loan Agreement
entered into subsequent to the end of fiscal year 2023.

 The
2022 Note

 On
December 22, 2022, we issued an unsecured promissory note in the principal amount of up to $20 million in favor of Mr. McCabe (the "2022
Note"). The 2022 Note bears interest at 5% per annum, computed on the basis of a 365-day year, and matures on June 30, 2024 (the
"2022 Note Maturity Date"); provided, however, if we raise $30 million or more in capital through debt or equity or a combination
thereof by the 2022 Note Maturity Date, the 2022 Note Maturity Date will be extended to October 3, 2023. The outstanding principal of
the 2022 Note, together with all accrued interest thereon, becomes due on June 21, 2023. The revolving commitment under the 2022 Note
expires on 2022 Note Maturity Date. As of December 31, 2022, we had $2 million principal amount outstanding and $18 million of available
borrowings under the 2022 Note.

 The
2022 Note includes a restrictive covenant that, subject to certain exceptions and qualifications, restricts our ability to merge or consolidate
with another person or entity, or sell or transfer all or substantially all of our assets, unless we are the surviving entity or the
successor entity assumes all of obligations under the 2022 Note.

 Upon
the occurrence and during the continuance of an event of default under the 2022 Note, Mr. McCabe as the lender may declare all outstanding
principal and accrued and unpaid interest under the 2022 Note immediately due and payable, may terminate any remaining commitment to
make advances under the 2022 Note, and may exercise the other rights and remedies provided for under the 2022 Note. The events of default
under the 2022 Note include among other things, subject to grace periods in certain instances, payment defaults, breaches of covenants,
bankruptcy and insolvency events with respect us or our subsidiaries, cross defaults with certain of our other material indebtedness,
and material judgments against us.

 Following
the Spin-Off, our management considered ways to mitigate certain risks of having its indebtedness held by a third party lender following
the Spin-Off and retain some flexibility in respect of negotiating the terms of the 2021 Note and Loan Agreement. Our management team
believed that having all of the corporate debt transferred to Mr. McCabe was in the best interest of the Company and its stockholders.
In light of Mr. McCabe acting as a guarantor of the obligations of the 2021 Note, consolidating the debt with Mr. McCabe would also mitigate
any risks that the lender would seek recourse against Mr. McCabe in the event we were unable to satisfy our obligations thereunder. On
August 7, 2023, Mr. McCabe and Meta entered into a Loan Sale Agreement whereby Mr. McCabe purchased from Meta (i) the 2021 Note and (ii)
all outstanding loans made to us by Meta pursuant to the Loan Agreement (the "Loan Purchase"). As a result of the Loan Purchase,
Mr. McCabe replaced Meta as the lender and a secured party under the 2021 Note and the Loan Agreement. As consideration for the Loan
Purchase, Mr. McCabe agreed to pay to Meta $6,000,000 in cash and agreed to purchase shares of common stock of Meta in the amount of
$6,000,000 over a period of time at a price per share equal to a 120% premium to the Meta's common stock price as of closing on
the last trading day of each quarter. Additionally, as part of the Loan Purchase, Meta assigned to Mr. McCabe the lien on 25% of the
Orogrande Prospect. After Mr. McCabe purchased $500,000 worth of shares of Meta's common stock (in two equal tranches), Mr. McCabe
and Meta came to an agreement to settle the Loan Purchase by allowing Mr. McCabe to make one additional $700,000 cash payment to Meta
and surrender the shares of common stock he previously acquired, while retaining the rights as lender under the 2021 Note and the Loan
Agreement. Our obligations and responsibilities under the 2021 Note, the Loan Agreement and the 2022 Note remain unchanged. Following
certain amendments entered into in order to extend the 2022 Note, the maturity date was extended to June 30, 2025.

 Contractual
Obligations

 Our
most significant contractual obligations relate to the Loan Agreement, the 2021 Note, 2022 Note and drilling and development commitments
and other lease operating expenses under certain leases for the Orogrande Project.

 Our
debt obligations include the $15 million principal balance outstanding under the 2021 Note, which incurs interest at 8% per annum and
matures on March 31, 2024. On September 2, 2022, we entered into a Loan Agreement that governs the term loans advanced to us from Meta
on April 14, 2022, May 4, 2022, May 12, 2022, May 26, 2022, June 1, 2022, June 13, 2022, June 28, 2022, August 11, 2022 and August 29,
2022, for an aggregate principal balance outstanding of $5 million, which is the maximum amount of Meta's commitment under the
Loan Agreement. The term loans incur interest at a per annum rate equal to 8% and mature on September 30, 2024.

 On
December 21, 2022, we issued the 2022 Note that governs the term loans advanced to us from Mr. McCabe on December 22, 2022, for an aggregate
principal balance up to $20 million. Draws on the loan through December 31, 2023 total $20,000,000. The term loan incurs interest at
a per annum rate equal to 5% and matures on June 21, 2023. Under each of the 2021 Note, the Loan Agreement and the 2022 Note, if we raise
additional capital through debt or equity, or any combination thereof, of at least $30 million before the respective maturity dates,
we will be entitled to extend maturity to October 3, 2023 and repay the outstanding balances in six equal monthly installments beginning
in April 2023 up to such extended maturity date. Amendment to the Note terms has extended the maturity date to September 30, 2024.

 For
the year ended December 31, 2022, we incurred an aggregate interest on the 2022 Note, the 2021 Note and under the Loan Agreement of $1,571,336.
Interest incurred during the year ended December 31, 2023, was $2,498,184. See the discussion under the caption "Liquidity and
Capital Resources."

 In
addition to our debt commitments, the Orogrande Project leases representing approximately 134,000 gross acres in the Orogrande Basin
in West Texas were subject to expiration in 2024 in the event we failed to drill five wells during the 2024 calendar year in compliance
with our drilling obligations under the DDU Agreement. For a discussion of the risks relating to our drilling obligations, see "Risk
Factors—Risks Relating to Our Business", including the risk factor "— Our acreage must be drilled before lease
expiration in order to hold the acreage by production. In the highly competitive market for acreage, failure to drill sufficient wells
in order to hold acreage will result in a substantial lease renewal cost, or if renewal is not feasible, loss of our lease and prospective
drilling opportunities ". See also Note 7 of the notes to our financial statements as of and for the year ended December 31,
2023.

 Management
believes that currently available resources may not provide sufficient funds to enable us to meet our financing and drilling obligations
for future years. We anticipate that we will continue to incur operating losses and generate negative cash flows from operations for
the foreseeable future. As a result, we will need additional capital resources to fund our operations both in the short term and in the
long term, prior to achieving break even or positive operating cash flow. While we do not have any committed sources of capital, we expect
to continue to opportunistically seek access to additional funds through public or private equity offerings or debt financings, through
partnering or other strategic arrangements, including credit application arrangements with our third party servicers, or a combination
of the foregoing. Despite our efforts, we may face obstacles in continuing to attract new financing due to industry conditions and our
history and current record of net losses. We can provide no assurance that we will be able to obtain the financing required to meet our
stated objectives or even to continue as a going concern.

 Critical
Accounting Estimates

 Oil
and natural gas properties —The Company uses the full cost method of accounting for exploration and development activities as
defined by the 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 natural gas properties is not recognized, unless the gain or loss would significantly
alter the relationship between capitalized costs and proved reserves.

 Oil
and natural 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 at least 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 natural 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 natural 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.

 Ceiling
test —Future production volumes from oil and gas properties are a significant factor in determining the full cost ceiling limitation
of capitalized costs. Under the full cost method of accounting, the Company is required to periodically perform a "ceiling test"
that determines a limit on the book value of oil and gas properties. If the net capitalized cost of proved oil and gas properties, net
of related deferred income taxes, plus the cost of unproved oil and gas properties, exceeds the present value of estimated future net
cash flows discounted at 10%, net of related tax affects, plus the cost of unproved oil and gas properties, the excess is charged to
expense and reflected as additional accumulated DD&A. The ceiling test calculation uses a commodity price assumption which is based
on the unweighted arithmetic average of the price on the first day of each month for each month within the prior 12-month period and
excludes future cash outflows related to estimated abandonment costs.

 The
determination of oil and gas reserves is a subjective process, and the accuracy of any reserve estimate depends on the quality of available
data and the application of engineering and geological interpretation and judgment. Estimates of economically recoverable reserves and
future net cash flows depend on a number of variable factors and assumptions that are difficult to predict and may vary considerably
from actual results. In particular, reserve estimates for wells with limited or no production history are less reliable than those based
on actual production. Subsequent re-evaluation of reserves and cost estimates related to future development of proved oil and gas reserves
could result in significant revisions to proved reserves. Other issues, such as changes in regulatory requirements, technological advances,
and other factors which are difficult to predict could also affect estimates of proved reserves in the future.

 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.

 Recent
Accounting Pronouncements

 Our
audited consolidated financial statements and the accompanying notes thereto found elsewhere in this report contain a description of
recent accounting pronouncements.

 Item
 8.

 Financial Statements and Supplementary Data

TO CONSOLIDATED FINANCIAL STATEMENTS

 Page

 Report of Independent Registered Public Accounting Firm PCAOB # 2738

 Financial Statements of Next Bridge Hydrocarbons, Inc.

 Balance Sheets as of December 31, 2023, and 2022 (Restated)

 Statements of Operations for the years ended December 31, 2023, and 2022 (Restated)

 Statements of Stockholders' Equity for the years ended December 31, 2023, and 2022 (Restated)

 Statements of Cash Flows for the years ended December 31, 2023, and 2022 (Restated)

 Notes
 to Consolidated Financial Statements for the years ended December 31, 2023, and 2022 (Restated)

 The
consolidated financial statements of Next Bridge Hydrocarbons, Inc. appearing in this report have been audited by M&K CPAS, PLLC
an independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in
reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

 We
are responsible for the fairness and reliability of the financial statements and other financial data included in this report. In the
preparation of the financial statements, it is necessary for us to make informed estimates and judgments based on currently available
information on the effects of certain events and transactions. Estimates of the oil and natural gas reserves of the Company and related
future net cash flows and the present values were based upon reserve reports prepared by PeTech Enterprises, Inc. have been included
in this report. All of the Company's properties are unevaluated properties with the exception of the Hazel Project. The reserve
report for 2023 included in this filing is necessary to compare proved reserves for the Hazel Project to the remaining balance of reimbursements
due to MHP (the Optionee) is entitled to receive, as its sole recourse for the recoupment of drilling costs, All revenue from Hazel production
is payable to MHP until such time as MHP has recovered its reasonable costs and expenses for drilling, completing, and operating the
well. As of December 31, 2023, and 2022 the balance due to MHP exceeded the value of the proved reserves resulting in reportable reserves
of $-0-.

 We
have included these estimates in reliance on the authority of such firm as an expert in such matters.

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Board of Directors and Shareholders

 Next Bridge Hydrocarbons, Inc.

 Opinion on the Consolidated Financial Statements

 We have audited the accompanying consolidated
 balance sheets of Next B ridge Hydr ocarbons, Inc. (the Company) as of December 31, 2023 and 2022, and the related consolidated
statements of operations, stockholders' equity, and cash flows for each of the years
in the two-year period ended December 31, 2023, and the related notes (collectively referred to as the " consolidated financial statements").
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company
as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each
of the years in the two-year period ended December 31, 2023 in conformity with accounting principles generally accepted in the
United States of America.

 Going Concern

 The accompanying consolidated financial
statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 4 to the consolidated financial
statements, the company has an accumulated deficit, negative cash flows from operations, and has a working capital deficiency as of December
31, 2023, which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding these matters
are also described in Note 4. The consolidated financial statements do not include any adjustments that might result from the outcome
of this uncertainty.

 Basis for Opinion

 These consolidated financial statements
are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated
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 consolidated 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 consolidated 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
consolidated financial statements. Our audits also included evaluating the accounting principles used and the significant estimates made
by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe our audits provide
a reasonable basis for our opinion.

 Restatement of the 2023 and 2022
Consolidated Financial Statements

 As discussed in Note 2 to the consolidated
financial statements, the accompanying 2023 and 2022 consolidated financial statements have been restated to correct for errors.

 Critical Audit Matter

 The critical audit matter communicated
below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to
be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements
and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter
in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit
matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

 Oil and Natural Gas Properties

 As discussed in Note 2, 5 and 6 to the
consolidated financial statements, the Company accounts for its oil and gas properties using the full-cost method of accounting. Management
capitalizes certain oil and gas acquisition and drilling costs in unproved and unevaluated properties. To determine whether there is impairment
related to the unproved and unevaluated properties, the Company evaluates considerations of lease renewals and extensions, considerations
of exploratory drilling, and the ability of access of capital to develop and extend current leases.

 Auditing management's evaluation of
unproved and unevaluated properties can be a significant judgement given the fact that the Company uses management's estimates and
development intentions on future development plans, which are difficult to substantiate.

 To evaluate the appropriateness of management's development
plans, we evaluated the key factors and assumptions used to determine the development plans for unproved and unevaluated oil and gas.
The procedures included, among other (i) evaluating the intentions and ability to attain lease renewals and extensions, (ii) evaluating
the ability to access capital to develop and extend current leases, (iii) evaluating exploratory drilling, and (iv) management's
ongoing economic commitment related to the unproved and unevaluated properties.

 s/ M&K CPAS, PLLC

 We have served as the Company's auditor since 2024

 The Woodlands,
TX

 July 17, 2024 (September 15, 2025 as to the effects of the
 restatement discussed in Note 2)

 F- 1

 NEXT

 December 31

 December 31,

 2023

 2022

 Cash

 $

 $

 -

 Accounts receivable - working interest owners

 207,470

 -

 Production receivable

 1,412

 -

 131,340

 76,741

 62,300

 2,085,810

 959,117

 $

 $

 LIABILITIES AND STOCKHOLDERS' EQUITY

 $
 3,777,685

 $
 4,947,764

 -

 Note payable - META

 -

 22,573,724

 Note payable - related party

 41,221,028

 Accrued interest payable, unrelated parties

 -

 1,571,336

 Accrued interest payable, related parties

 3,870,175

 -

 49,180,169

 31,092,824

 248,651

 49,428,820

 31,339,690

 Stockholders' equity:

 Preferred stock, par value $ 0.0001, 50,000,000 shares authorized; - 0 - issued and outstanding December 31, 2023 and December 31, 2022

 -

 -

 Common stock, par value $ 0.0001; 500,000,000 shares authorized; 248,830,516 issued and outstanding at December 31, 2023; 165,472,241 issued and outstanding at December 31, 2022

 106,343,260

 100,846,649

 ( 99,933,395
)

 ( 89,544,023
)

 6,434,748

 11,319,173

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 $

 $

 The
accompanying notes are an integral part of these Consolidated Financial Statements.

 F- 2

 NEXT BRIDGE HYDROCARBONS INC

 CONSOLIDATED STATEMENTS OF OPERATIONS

 Year

 Year

 Ended

 Ended

 Oil and natural gas sales

 $

 $
 40,834

 166,567

 1,874

 2,984

 8,821,945

 12,156,544

 8,991,496

 Other income (expense)

 Prospect fee income

 1,700,000

 -

 Administration income

 41,140

 -

 1,741,141

)

)

 -

 -

 $
)

 $
)

 $
 ( 0.06
)

 $
 ( 0.05
)

 180,316,865

 The
accompanying notes are an integral part of these Consolidated Financial Statements.

 F- 3

 NEXT BRIDGE HYDROCARBONS INC

 STATEMENTS OF STOCKHOLDERS' EQUITY – RESTATED

 Common

 Common

 Additional

 stock

 stock

 paid-in

 Accumulated

 shares

 amount

 capital

 deficit

 Total

 Balance, December 31, 2021

 $

 $
 100,530,049

 $
 ( 80,593,857
)

 $
 19,952,739

 Contributions from parent

 -

 -

 -

 -

 -

 -

)

)

 Balance, December 31, 2022

 $

 $
 100,846,649

 $
 ( 89,544,023
)

 $
 11,319,173

 Common stock issued for working interest

 83,358,275

 8,336

 715,333

 -

 Stock based compensation

 -

 -

 4,781,278

 -

 4,781,278

 -

 -

 -

)

)

 Balance, December 31, 2023

 248,830,516

 $

 $
 106,343,260

 $
 ( 99,933,395
)

 $
 6,434,748

 The
accompanying notes are an integral part of these Consolidated Financial Statements.

 F- 4

 NEXT BRIDGE HYDROCARBONS INC

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 Year

 Year

 Ended

 Ended

 Cash Flows From (Used in) Operating Activities

 $
)

 $
)

 1,785

 1,092

 Prospect fee offset to note payable

 ( 368,334
)

 ( 26,612
)

 Expense related to stock based compensation

 4,781,278

 -

 ( 208,882
)

 -

 ( 14,153
)

 18,660

 ( 150,000
)

 ( 14,440
)

 ( 59,633
)

 ( 25,000
)

 ( 55,179
)

 ( 1,353,787
)

 4,734,248

 Net cash from (used in) operating activities

 ( 7,558,092
)

 ( 4,446,093
)

 Cash Flows from (used in) Investing Activities

 Investment in oil and natural gas properties

)

 ( 6,790,628
)

 Net cash from (used in) investing activities

)

 ( 6,790,628
)

 Cash Flows From (Used in) Financing Activities

 9,500,000

 ( 1,000,000
)

 -

 -

 Contributions from parent, net

 -

 Net cash from (used in) financing activities

 17,311,281

 9,816,600

 1,099,549

 ( 1,420,121
)

 Cash - beginning of period

 Cash - end of period

 $

 $

 $

 $
 -

 Common stock issued in working interest acquisition

 $

 $
 -

 Account receivable cancelled in WI acquisition

 $

 $
 -

 Initial recognition of ARO liability

 $
 -

 $
 223,837

 Capitalized Interest

 $

 $
 1,363,538

 The
accompanying notes are an integral part of these Consolidated Financial Statements.

 F- 5

 NEXT
BRIDGE HYDROCARBONS, INC. AND SUBSIDIARIES

 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

 1.
 NATURE
OF BUSINESS

 Prior
to its incorporation, the oil and natural gas assets of Next Bridge Hydrocarbons, Inc. (the "Company") were owned, controlled,
developed and operated by Torchlight Energy Resources, Inc. ("Torchlight Energy"), including the ownership of Torchlight
Hazel, LLC, a Texas limited liability company ("Torchlight Hazel"), Hudspeth Oil Corporation, a Texas corporation ("Hudspeth"),
Hudspeth Operating, LLC, a Texas limited liability company ("Hudspeth Operating"), and Torchlight Energy, Inc., a Nevada
corporation ("TEI") as its subsidiaries. In 2020, Torchlight and Meta Materials, Inc. ("Meta") entered into a
definitive agreement pursuant to which Torchlight and Meta would consummate a business combination (the "Prior Business Combination")
resulting in the cessation of Torchlight's separate corporate existence with Meta as the surviving corporation and all of the common
shareholders of Torchlight becoming the holders of the Series A Preferred Stock of Meta separate and apart from the common shareholders
of Meta. Further, other than Robert Lance Cook who continued on the board of directors, the other members of the board of directors and
executive officers of Torchlight resigned as of the closing of that transaction. In connection with the business combination, the Meta
corporate charter was revised to designate shares of the Series A Preferred Stock issuable to the Torchlight common shareholders. The
rights and preferences of such preferred stock included, among other things, the right to proceeds received in connection with an outright
sale or spin-off of all of the oil and natural gas assets previously owned and operated by Torchlight. In order to facilitate any such
sale or spin-off, the Company was incorporated in Nevada on August 31, 2021 as OilCo Holdings, Inc. as a wholly owned subsidiary of Meta.
The Company changed its name to Next Bridge Hydrocarbons, Inc. pursuant to its Amended and Restated Articles of Incorporation filed on
June 30, 2022. While the Company was a wholly owned subsidiary of Meta, and prior to the Spin-Off (as defined below), the board of directors
of the Company consisted of two executives from Meta and one independent director, Robert Lance Cook, and the management team was comprised
of executives of Meta. Certain holders of the shares of the Series A Preferred Stock of Meta caused such shares to trade on the over-the-counter
market (OTC) under the symbol MMTLP.

December 14, 2022 (the "Spin-Off Date"), the Company was spun off from Meta, resulting in the Company becoming an independent
company (the "Spin-Off") with a new board of directors and slate of executive officers. In the Spin-Off, the Company's
shares of common stock were distributed, on a pro rata basis, to the then-current holders of the Meta preferred stock, which did not
constitute the same holders as the common stockholders of Torchlight prior to its business combination with Meta.

 2.
OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS

 The
Company has restated the financial statements for the years ended December 31, 2022 and 2023 due to identified errors related to impairment
adjustments to the Company's oil and natural gas properties and to apply guidance in Accounting Standards Codification Topic ("ASC")
845-10-30-3 and 8 related to the Company's Spin-Off transaction which occurred on December 14, 2022.

 Regarding the impairment adjustment, the Company improperly
recorded a 100% impairment on the Company's oil and natural gas properties as of December 31, 2022 and any additions to oil and
natural gas properties in all subsequent periods as the Company continued to incur capitalized costs related to the continued development
of the Orogrande Project. The Company has determined this impairment is not in accordance with GAAP and the full cost method of accounting
for oil and natural gas properties. The elimination of all value ascribed to the oil and natural gas properties by impairment of the oil
and natural gas properties at December 31, 2022 and 2023 were incorrectly based on a presumption of impairment in the absence of having
established oil and natural gas reserves and without having yet secured an extension to the lease, and did not properly consider the Company's
stated intentions and rights to extend the lease coupled with the Company's ongoing efforts to evaluate the Orogrande properties
in the application of the full cost method of accounting, particularly with regard to unevaluated property costs. At the time of the filing
of the Company's Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on July 17, 2024, an impairment
adjustment of $80,743,013 effective as of December 31, 2022, was reflected in the comparative 2022 financial presentation. That impairment
adjustment has been reversed in this restatement. The Company also had subsequent impairment adjustments in the amount of $27,167,415
for the year ended December 31, 2023, that have been reversed.

 Following the Spin-Off the Company did not properly
apply the guidance in ASC 845-10-30-3 and 8. The Company has determined the Spin-Off transaction is the recission of a prior business
combination and therefore at the time of the Spin-Off the historical carrying value of the Company's assets and liabilities should
have been carried forward with no adjustment to fair value that was previously recorded at the time of the Prior Business Combination
or as of the Spin-Off Date. Accounting for the Spin-Off of the oil and gas properties on December 14, 2022 was incorrectly based on a
presumption of fair value that did not properly consider the continuity of the economic interests that had been conveyed via the preferred
shares issued by Torchlight Energy Resources, Inc. to its common shareholders just prior to its reverse merger with Meta Materials Inc.,
and who became shareholders of the Company because of the Spin-Off from Meta Materials Inc., and, at which time shares of common stock
of the Company was distributed to the then record holders of the preferred stock of Meta Materials, Inc. thus enacting the recission of
a prior business combination. This affected oil and natural gas properties and additional paid in capital. Additionally, the Company should
not have applied the predecessor and successor guidance related to the Spin-Off and the statements of operations, stockholder's
equity and cashflows have been restated in order to show the historical amounts related to the Company for a full 12 month period ended
December 31, 2022. The net impact of returning to the historical accounting basis presentation was a reduction in oil and natural gas
properties of $39,031,194, with an offsetting reduction to additional paid in capital as of the Spin-Off Date.

 The
adjustments made as of and for the years ended December 31, 2023 and 2022 to address the error corrections needed for these two matters
to more clearly align and reflect financial statements that comply with generally accepted accounting principles are detailed below and
are further applied to comparative amounts in reports for subsequent periods.

 F- 6

 Explanation
of Adjustments Related to 2022 Consolidated Financial Statements

 The
Company's initial Annual Report on Form 10-K for the year ended December 31, 2022 filed on March 31, 2023 (the "2022 Original
Filing"), stated the cost basis of oil and natural gas properties at $79,695,928.

 After
that filing the Company was notified that the auditing firm used for 2022 had been sanctioned by the SEC and was therefore required to
engage new auditors for 2023 and 2022. The reaudit of 2022 ultimately resulted in a decision by management to impair 100% of the cost
of oil and natural gas properties.

 Reference
on the schedule below the first adjustment to impair $79,695,928 and record $1,056,125 in additional accounts payable as of December
31, 2022, that should have been accrued for. The combination of these two amounts is adjusted in accumulated deficit on the consolidated
balance sheet as well. A portion of the adjustment to accounts payable totaling $1,047,085 should have been capitalized to oil and gas
properties and was additional impairment expense in the 2022 Original Filing leading to a total adjustment to impairment expense of $80,743,013.
The additional adjustment of $9,040 in accounts payable related to general and administrative expenses incurred for the year ended December
31, 2022. These amounts affected the Company's cashflow from operating activities.

 As
described above, the elimination of all value ascribed to the oil and natural gas properties by impairment of the oil and gas properties
at December 31, 2022 was incorrectly based on a presumption of impairment in the absence of having established oil and natural gas reserves
and without having yet secured an extension to the lease, and did not properly consider our stated intentions and rights to extend the
lease coupled with our ongoing efforts to evaluate the Orogrande properties in the application of the full cost method of accounting,
particularly with regard to unevaluated property costs.

 After
the Company filed the 2022 Original Filing, an adjustment was made to restore the 100% impairment as of December 31, 2022, that was included
in the Company's 2022 Original Filing. The adjustment in the amount of $80,743,013 is applied to reduce previously restated 2022
impairment expense for the year ended December 31, 2022 with the adjustment also effecting accumulated deficit in the same amount. This
amount affected the Company's cash flow from operating activities. The Company also identified an additional $92,253 in lease operating
expenses that should have been incurred in 2022 with an offset to oil and natural gas properties. The amount also affected cashflows
used in investing activities as a decrease in the amount of cash used in investment in oil and natural gas properties.

 As described above, the consolidated financial statements
as of December 31, 2022, are further adjusted to account for modification to accounting for the Spin-Off as the recission of a Prior
Business Combination. The Company previously did not apply the guidance in ASC 845-10-30-3 and 8. The Company has determined the Spin-Off
is the recission of a Prior Business Combination and therefore at the time of the Spin-Off the historical carrying value of the Company's
assets and liabilities should have been carried forward with no adjustment to fair value that was previously recorded at the time of
the Prior Business Combination or as of the Spin-Off Date.

 The
net impact of returning to the historical cost basis was a reduction in oil and natural gas properties of $39,031,194, with the offset
to reduce additional paid in capital since the fair value adjustment made previously on December 14, 2022 had increased additional paid
in capital.

 The
conversion to change the reporting entity to include the impact of historical transactions required further adjustment to increase additional
paid in capital by $88,532,203 with an offsetting increase of the same amount to accumulated deficit.

 The
financial statements are also restated to remove the previous presentation of predecessor and successor presentation on the consolidated
statements of operations and cashflows for the year ended December 31, 2022. The Company should not have applied the predecessor and
successor guidance related to the Spin-Off and the statements of operations, stockholder's equity and cashflows have been restated
in order to show the historical amounts related to the Company for a full 12-month period ended December 31, 2022

 The
impact of the above matters constitutes the adjustments to the following Consolidated Balance Sheets, Consolidated Statements of Operations,

 F- 7

OF PREVIOUSLY ISSUED 2022 CONSOLIDATED FINANCIAL STATEMENTS

of Adjustment of consolidated Balance Sheets, Consolidated Statements of Operations,

 NEXT

 Original

 in 2023 Form 10-K

 2023 Form 10-K-A

 2022 Form 10K

 Filed 7/17/24

 Cash

 $

 $
 -

 $

 $
 -

 $

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $

 $
 -

 $

 $
 -

 $

 $

 $
 -

 $

 $
 -

 $

 $
 62,300

 $
 -

 $
 62,300

 $
 -

 $
 62,300

 $
 959,117

 $
 -

 $
 959,117

 $
 -

 $
 959,117

 $
 79,695,928

 $
 ( 79,695,928
)

 $
 -

 $

 $

 $
 (39,123,446
)

 $

 $
 -

 $

 $
 -

 $

 $
 80,735,224

 $
 ( 79,695,928
)

 $
 1,039,296

 $

 $

 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 $
 3,891,649

 $
 1,056,125

 $
 4,947,774

 $
 ( 10
)

 $
 4,947,764

 Note Payable - META

 $
 22,573,724

 $
 -

 $
 22,573,724

 $
 -

 $
 22,573,724

 $

 $
 -

 $

 $
 -

 $

 $
 1,571,336

 $
 -

 $
 1,571,336

 $
 -

 $
 1,571,336

 $
 30,036,709

 $
 1,056,125

 $
 31,092,834

 $
 ( 10
)

 $
 31,092,824

 $
 -

 $

 $
 -

 $

 $
 -

 $

 $
 -

 $
 30,283,575

 $
 1,056,125

 $
 31,339,700

 $
 ( 10
)

 $
 31,339,690

 Stockholders' equity (deficit):

 Preferred stock, par value $ 0.0001, 50,000,000 shares authorized; - 0 - issued and outstanding December 31, 2022

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 Common stock, par value $ 0.0001; 500,000,000 shares authorized; 165,472,241 issued and outstanding at December 31, 2022

 $

 $
 -

 $

 $
 -

 $

 $
 51,345,640

 $
 -

 $
 51,345,640

 $
 49,501,009

 $
 100,846,649

 $
)

 $
)

 $
)

 $
 ( 7,881,432
)

 $
 ( 89,544,023
)

 Total stockholders' equity (deficit)

 $
 50,451,649

 $
)

 $
 ( 30,300,404
)

 $
 41,619,577

 $
 11,319,173

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 $
 80,735,224

 $
 ( 79,695,928
)

 $
 1,039,296

 $

 $

 F- 8

 NEXT

 STATEMENTS OF OPERATIONS

 Original 2022 Form 10K

 Original 2022 Form 10K

 Original 2023 10K

 Original 2023 10K

 Successor Period

 Predecessor Period

 Successor Period

 Predecessor Period

 December 15, 2022

 January 1, 2022

 December 15, 2022

 January 1, 2022

 2023 Form 10-K-A

 December 14, 2022

 (Successor)

 December 14, 2022

 (Successor)

 Oil and gas sales

 $
 2,561

 $
 38,273

 $
 -

 $
 2,561

 $
 38,273

 $
 -

 $
 40,834

 $
 5,826

 $
 68,488

 $
 -

 $
 5,826

 $
 68,488

 $
 92,253

 $
 166,567

 $

 $
 2,755

 $
 -

 $

 $
 2,755

 $
 -

 $
 2,984

 $
 907,045

 $
 7,905,860

 $
 9,040

 $
 916,085

 $
 7,905,860

 $
 -

 $
 8,821,945

 $
 -

 $
 -

 $

 $

 $
 -

 $
 ( 80,743,013
)

 $
 -

 $
 913,100

 $
 7,977,103

 $
 80,752,053

 $
 81,665,153

 $
 7,977,103

 $
 ( 80,650,760
)

 $
 8,991,496

 Other income

 $

 $

 $
 -

 $

 $

 $
 -

 $

 $

 $

 $
 -

 $

 $

 $
 -

 $

 $
)

 $
)

 $
)

 $
)

 $
)

 $
 80,650,760

 $
)

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
)

 $
)

 $
)

 $
)

 $
)

 $
 80,650,760

 $
)

 $
 ( 0.01
)

 $
 ( 0.05
)

 $
 ( 0.49
)

 $
 ( 0.05
)

 $
 ( 0.05
)

 F- 9

 NEXT

 Original 2022 10K

 Original 2022 10K

 Original 2023 10K

 Original 2023 10K

 Successor

 Predecessor

 Successor

 Predecessor

 for Comparative in

 December 15, 2022

 January 1, 2022

 December 15, 2022

 January 1, 2022

 2023 Form 10-K-A

 December 14, 2022

 (Successor)

 December 14, 2022

 (Successor)

 Cash Flows From (Used in) Operating Activities

 $
)

 $
)

 $
)

 $
)

 $
)

 $
 80,650,760

 $
)

 $
 1,092

 $
 1,092

 $
 -

 $
 -

 $
 1,092

 Bad debt expense

 $
 -

 $
 ( 26,612
)

 $
 -

 $
 ( 26,612
)

 $
 -

 $
 ( 26,612
)

 $
 -

 $
 -

 $

 $

 $
 -

 $
 ( 80,743,013
)

 $
 -

 $
 -

 $

 $
 -

 $

 $
 -

 $

 $
 -

 $
 ( 14,153
)

 $
 -

 $
 ( 14,153
)

 $
 -

 $
 ( 14,153
)

 $
 -

 $
 ( 150,000
)

 $
 -

 $
 ( 150,000
)

 $
 -

 $
 ( 150,000
)

 $
 39,185

 $
 ( 94,364
)

 $
 39,185

 $
 ( 94,364
)

 $
 -

 $
 ( 55,179
)

 $
 ( 58,225
)

 $
 ( 1,408
)

 $
 ( 58,225
)

 $
 ( 1,408
)

 $
 -

 $
 ( 59,633
)

 $
 1,154,917

 $
 2,524,381

 $
 2,209,867

 $
 2,524,381

 $
 -

 $
 4,734,248

 $
 ( 1,091
)

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 Net cash from (Used in) operating activities

 $
 225,340

 $
 ( 5,626,181
)

 $
 1,272,341

 $
 ( 5,626,181
)

 $
 ( 92,253
)

 $
 ( 4,446,093
)

 Cash Flows From (Used in) Investing Activities

 $
 (1,976,029
)

 $
 (3,859,851
)

 $
 (3,023,030
)

 $
 (3,859,851
)

 $
 92,253

 $
 (6,790,628
)

 Net cash from (Used in) investing activities

 $
 ( 1,976,029
)

 $
 ( 3,859,851
)

 $
 ( 3,023,030
)

 $
 ( 3,859,851
)

 $
 92,253

 $
 ( 6,790,628
)

 $

 $
 7,500,000

 $

 $
 7,500,000

 $
 -

 $
 9,500,000

 $
 -

 $

 $
 -

 $

 $
 -

 $

 $

 $
 7,816,600

 $

 $
 7,816,600

 $
 -

 $
 9,816,600

 $
 249,311

 $
 ( 1,669,432
)

 $
 249,311

 $
 ( 1,669,432
)

 $
 -

 $
 ( 1,420,121
)

 Cash - beginning of year

 $
 319,987

 $

 $
 319,987

 $

 $
 -

 $

 Cash - end of year

 $

 $
 319,987

 - 0

 $

 $
 319,987

 $
 -

 $

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 Cash paid for state franchise tax

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 Issuance of common stock

 $
 -

 $

 $
 -

 $
 -

 $

 $
 -

 $

 Account payable reduced by expense offset

 $
 15,638

 $
 -

 $
 -

 $
 15,638

 $
 -

 $
 -

 $
 15,638

 Initial recognition of ARO liability

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 223,837

 $
 223,837

 Capitalized Interest included in interest payable

 $
 74,210

 $
 1,289,328

 $
 -

 $
 74,210

 $
 1,289,328

 $
 1,363,538

OF PREVIOUSLY ISSUED 2023 FINANCIAL STATEMENTS

 The
Company's initial Annual Report on Form 10-K for the year ended December 31, 2023 filed on July 17, 2024 (the "2023 Original
Filing"), is also restated to account for the changes noted above related to the financial statements as of and for the year ended
December 31, 2022. The carry forward impact of the 2022 restatement was an increase to oil and natural gas properties of $41,619,567,
an increase to additional paid in capital of $49,501,009 and an increase in accumulated deficit of $7,881,442.

 Following
the previous impairment of 100% of the value of oil and natural gas properties as of December 31, 2022, further impairments of development
costs incurred in subsequent quarterly periods in 2023 were recorded in those periods to be consistent with the reversal of the 100%
impairment at the end of 2022. As previously stated, the Company has determined this to be incorrect and reverse the impairment incurred
during the year ended December 31, 2023 in the amount of $27,167,415. This amount is also adjusted to accumulated deficit as of December
31, 2023 and operating cashflows for the year ended December 31, 2023.

 The
Company has also restated each quarterly financial statement related to previously filed 2023 quarterly financial statements. See Note
3 for discussion and the restated consolidated financial statements for each quarter.

 F- 10

 The
Company also has made additional restatement adjustments to modify accounting for the acquisition of additional working interest in the
Orogrande Project in April 2023. The consideration for the acquisition was common stock of the Company. Adjustments to the value per
share of the stock issued were made to acknowledge the impact on the per share value of the stock, taking into account the corrections
to the value of the Company assets as described above. The initial value of the stock issued in the acquisition was $15,838,073 and has
been adjusted to $723,669. The decrease to oil and natural gas properties was $15,114,404 with an offset to decrease additional paid
in capital. The amount also restated non-cash investing activities for a decrease of $15,114,404.

 The
impact of the above matters constitutes the adjustments to the following Consolidated Balance Sheets, Consolidated Statements of Operations,

of Adjustment of consolidated Balance Sheets, Consolidated Statements of Operations,

 NEXT

 As Filed

 in 2023 Form 10-K

 in 2023 Form 10-K-A

 Filed 7/17/24

 Cash

 $

 -

 207,470

 -

 207,470

 Production receivable

 1,412

 -

 1,412

 -

 -

 -

 131,340

 -

 131,340

 76,741

 -

 76,741

 2,085,810

 -

 2,085,810

 -

 -

 $
 2,190,989

 $

 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 $
 3,777,693

 ( 8
)

 3,777,685

 Preayments, working interest owners

 -

 41,221,028

 -

 41,221,028

 3,870,175

 -

 3,870,175

 49,180,177

 ( 8
)

 49,180,169

 248,651

 -

 248,651

 49,428,828

 ( 8
)

 49,428,820

 Stockholders' equity (deficit):

 Preferred stock, par value $ 0.0001, 50,000,000 shares authorized; - 0 - issued and outstanding December 31, 2023

 -

 -

 -

 Common stock, par value $ 0.0001; 500,000,000 shares authorized; 248,830,516 issued and outstanding at December 31, 2023;

 -

 71,956,656

 34,386,604

 106,343,260

 ( 119,219,378
)

 19,285,983

 ( 99,933,395
)

 Total stockholders' equity (deficit)

 ( 47,237,839
)

 53,672,587

 6,434,748

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 $
 2,190,989

 F- 11

 NEXT

 STATEMENTS OF

 OPERATIONS

 As Filed

 in 2023 Form 10-K

 in 2023 Form 10-K-A

 Filed 7/17/24

 Oil and gas sales

 $

 $
 -

 $

 1,874

 1,874

 -

 ( 27,167,415
)

 -

 39,323,959

 ( 27,167,415
)

 12,156,544

 Other income (expense)

 Prospect fee income

 1,700,000

 1,700,000

 Administration income

 41,140

 41,140

 Total expense, net

 1,741,141

 -

 1,741,141

 ( 37,556,787
)

)

 -

 -

 -

 $
 ( 37,556,787
)

 $

 $
)

 $
 ( 0.21
)

 $
 ( 0.06
)

 180,316,865

 180,316,865

 F- 12

 NEXT

 As Filed

 in 2023 Form 10-K

 in 2023 Form 10-K-A

 Filed 7/17/24

 Cash Flows From (Used in) Operating

 $
 ( 37,556,787
)

 $

 $
)

 1,785

 -

 1,785

 ( 27,167,415
)

 -

 Expense related to stock based compensation

 4,781,279

 -

 4,781,279

 Prospect fee offset to note payable

 ( 368,334
)

 -

 ( 368,334
)

 ( 208,882
)

 -

 ( 208,882
)

 18,660

 -

 18,660

 ( 25,000
)

 -

 ( 25,000
)

 ( 14,441
)

 -

 ( 14,441
)

 ( 1,353,787
)

 -

 ( 1,353,787
)

 Net cash from (Used in) operating activities

 ( 7,558,092
)

 -

 ( 7,558,092
)

 Cash Flows From (Used in) Investing Activities

 Investment in oil and gas properties

)

 -

)

 Net cash from (Used in) investing activities

)

 -

)

 Proceeds from notes payable

 -

 ( 1,000,000
)

 -

 ( 1,000,000
)

 -

 17,311,281

 -

 17,311,281

 1,099,549

 -

 1,099,549

 Cash - beginning of year

 -

 Cash - end of year

 $

 $
 -

 $

 Supplemental disclosure of cash flow

 $

 $
 -

 $

 Common stock issued in working interest acquisition

 $
 15,838,073

 $
 ( 15,114,404
)

 $

 Account receivable cancelled in WI acquisition

 $

 $
 -

 $

 Capitalized Interest included in interest payable

 $

 $
 -

 $

 F- 13

 3.
 RESTATEMENTS
OF PREVIOUSLY ISSUED UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 The
Company's Form 10-Qs as originally filed for each quarter ended in 2023, are also restated to account for the changes in Note 2
related to the financial statements as of and for the three months ended March 31, 2023, as of and for the three and six months ended
June 30, 2023, and as of and for the three and nine months ended September 30, 2023. The carry forward impact of the 2022 restatement
was an increase to oil and natural gas properties of $41,619,567, an increase to additional paid-in capital of $49,501,009 and an increase
in accumulated deficit of $7,881,442 as of January 1, 2023. These amounts impact each of the quarter ended financial statements in the
same as a carryforward.

OF PREVIOUSLY ISSUED INTERIM MARCH 31, 2023 FINANCIAL STATEMENTS

 Restatements as of and for
the three months ended March 31, 2023 consist of the carry forward impact of the error corrections described in Note 2 related to the
reversal of fair value adjustment to account for the Spin-Off as a recission of a Prior Business Combination. This correction resulted
in a decrease to oil and natural gas properties of $39,031,194 and an offset to additional paid in capital. Additionally to properly
account for the Spin-Off and the impact of historical transactions the corrections increased additional paid in capital by $88,532,203
with an offsetting increase of the same amount to accumulated deficit. The Company also made a correction for the reclassification of
lease operating expense in the amount of $92,252 that was offset to oil and natural gas properties. The Company also identified and adjusted
stock compensation expense in the amount of $100,005. This amount also affected cashflow from operations.

 The
impact of the above matters constitutes the adjustments to the following Consolidated Balance Sheets, Consolidated Statements of Operations,

of Adjustment of consolidated Balance Sheets, Consolidated Statements of Operations,

 F- 14

 NEXT

 MARCH

 As Originally

 Cash

 $
 5,301,647

 $

 $
 5,301,647

 $

 $

 $

 $
 51,184

 $

 $
 51,184

 $
 5,530,350

 $

 $
 5,530,350

 Oil and gas properties, net of impairment

 $
 88,626,670

 $
 ( 39,123,446
)

 $
 49,503,224

 $

 $

 $

 $
 94,237,199

 $
 ( 39,123,446
)

 $
 55,113,753

 LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT)

 $
 5,375,669

 $

 $
 5,375,669

 Note Payable - META

 $

 $

 $

 $
 16,875,000

 $

 $
 16,875,000

 $
 1,935,084

 $

 $
 1,935,084

 $
 45,775,115

 $

 $
 45,775,115

 $
 252,731

 $

 $
 252,731

 $
 46,027,846

 $

 $
 46,027,846

 Stockholders' equity(deficit):

 Preferred stock, par value $ 0.001, 500,000,000 shares authorized; - 0 - issued
 and outstanding March 31, 2023

 $

 $

 $

 Common stock, par value $ 0.001; 500,000,000 shares authorized; 165,472,241 issued and outstanding at March 31, 2023;

 $

 $

 $

 $
 51,490,795

 $
 49,601,014

 $
 101,091,809

 $
 ( 3,297,989
)

 $
 ( 88,724,460
)

 $
 ( 92,022,449
)

 Total stockholders' equity(deficit)

 $
 48,209,353

 $
 ( 39,123,446
)

 $
 9,085,907

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT)

 $
 94,237,199

 $
 ( 39,123,446
)

 $
 55,113,753

 F- 15

 NEXT

 STATEMENTS OF OPERATIONS

 Three
 Months ended March 31, 2023

 As

 As

 Originally Reported

 Restatements

 Oil and gas sales

 $
 10,924

 $

 $
 10,924

 $
 15,816

 $

 $
 15,816

 $

 $

 $

 $
 2,381,774

 $

 $
 2,472,749

 $

 $

 $

 $
 2,398,376

 $

 $
 2,489,351

 Other income

 $

 $

 $

 $

 $

 $

 ($
)

 ($
)

 ($
)

 $

 $

 $

 ($
)

 ($
)

 ($
)

 ($
 0.01
)

 -

 ($
 0.01
)

 -

 F- 16

 NEXT

 THREE
 MONTHS ENDED MARCH 31, 2023

 As

 As

 Originally Reported

 Restatements

 Cash Flows Used in Operating Activities

 ($
)

 ($
)

 ($
)

 $
 5,865

 $

 $
 5,865

 Stock compensation expense

 $
 145,155

 $
 100,005

 $
 245,160

 $

 $

 $

 $

 $

 $

 $
 11,117

 $

 $
 11,117

 $
 1,499,658

 ($
 9,030
)

 $
 1,490,628

 Net cash used in operating activities

 ($
 575,656
)

 $

 ($
 575,656
)

 Cash Flows Used in Investing Activities

 Investment in oil and gas properties

 ($
 8,437,883
)

 $

 ($
 8,437,883
)

 Net cash used in investing activities

 ($
 8,437,883
)

 $

 ($
 8,437,883
)

 $
 14,875,000

 $

 $
 14,875,000

 ($
 1,129,112
)

 $

 ($
 1,129,112
)

 $
 13,745,888

 $

 $
 13,745,888

 Net increase in cash

 $
 4,732,349

 $
 4,732,349

 Cash - beginning of year

 $

 $

 $

 Cash - end of year

 $
 5,301,647

 $

 $
 5,301,647

 $
 129,112

 $

 $
 129,112

 Cash paid for income tax

 $

 $

 $

 Capitalized Interest included in interest payable

 $
 492,860

 $

 $
 492,860

OF PREVIOUSLY ISSUED INTERIM JUNE 30, 2023 FINANCIAL STATEMENTS

 The
Company's initial Form 10-Q for the quarter ended June 30, 2023 filed on August 14, 2023 (the "Q2 2023 Original Filing").

 After
that filing the Company was notified that the auditing firm used for 2022 had been sanctioned by the SEC and was therefore required to
engage new auditors for 2023 and 2022. The reaudit of 2022 ultimately resulted in a decision by management to impair 100% of the cost
of oil and natural gas properties.

 Restatements
of the Q2 2023 Original Filing as of and for the three and six months ended June 30, 2023 consist of the carry forward impact
of the adjustments described in Note 2. Additionally, impairment to oil and natural gas properties for the three and six months ended
June 30, 2023 of $17,127,020 and $25,008,677 was incurred in the initial restatement to the Q2 2023 Original Filing. These amounts are
also adjusted to accumulated deficit as of June 30, 2023 and cashflows from operating activities. The Company identified an error related
to the valuation of stock based compensation and restated the Q2 2023 Original Filing for the three and six months ended June 30, 2023
of $596,868 and $687,833. These amounts affected general and administrative expenses, additional paid in capital and cashflows from operating
activities.

 F- 17

 As
described in Note 2, the elimination of all value ascribed to the oil and natural gas properties by impairment of the oil and gas
properties at December 31, 2022 was incorrectly based on a presumption of impairment in the absence of having established oil and
natural gas reserves and without having yet secured an extension to the lease, and did not properly consider the Company's
stated intentions and rights to extend the lease coupled with the Company's ongoing efforts to evaluate the Orogrande
properties in the application of the full cost method of accounting, particularly with regard to unevaluated property
costs.

 After
the Company filed the Form S-1/A filed August 28, 2024, additional restatements were made to restate oil and natural gas properties and
additional historical balances as described in Note 2.

 Following
the previous impairment of 100% of the value of oil and natural gas properties as of December 31, 2022, further impairments of development
costs incurred in subsequent quarterly periods in 2023 were recorded in those periods to be consistent with the reversal of the 100%
impairment at the end of 2022. As previously stated the Company has determined this to be incorrect and reverse the impairment incurred
during 2023. The amount of impairment that has been reversed for the three and six months ended June 30, 2023 is $17,127,020 and $25,008,677.
These amounts are also adjusted to accumulated deficit as of June 30, 2023 and operating cashflows.

 Additional
adjustments have been made to modify accounting for the acquisition of additional working interest in the Orogrande Project in April
2023. The consideration for the acquisition was common stock of the Company. Adjustments to the value per share of the stock issued were
made to acknowledge the impact on the per share value of the stock, taking into account the corrections to the value of the Company assets
as described in Note 2 above. The initial value of the stock issued in the acquisition was $15,838,073 and has been adjusted to $723,669.

 The
impact of the above matters constitutes the adjustments to the following Consolidated Balance Sheets, Consolidated Statements of Operations,

of Adjustment of consolidated Balance Sheets, Consolidated Statements of Operations,

 F- 18

 NEXT

 BALANCE SHEETS - JUNE 30, 2023

 As

 on Form S-1/A

 Filed

 As

 Filed

 August 28, 2024

 Cash

 $

 $

 $

 $

 $

 $
 4,034

 $

 $
 4,034

 $

 $
 4,034

 $
 32,614

 $

 $
 32,614

 $

 $
 32,614

 $
 774,052

 $

 $
 774,052

 $

 $
 774,052

 Oil and natural gas properties, net

 $
 118,255,432

 $
 ( 118,255,432
)

 $

 $

 $

 $

 $

 $

 $

 $

 $
 119,109,663

 $
 ( 118,255,432
)

 $
 854,231

 $

 $
 52,368,071

 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 $
 1,271,140

 $

 $
 1,271,140

 $

 $
 1,271,140

 Note Payable - META

 $

 $

 $

 $

 $

 $
 19,000,000

 $

 $
 19,000,000

 $

 $
 19,000,000

 $
 2,511,173

 $

 $
 2,511,173

 $

 $
 2,511,173

 $
 44,371,675

 $

 $
 44,371,675

 $

 $
 44,371,675

 $
 258,802

 $

 $
 258,802

 $

 $
 258,802

 $
 44,630,477

 $

 $
 44,630,477

 $

 $
 44,630,477

 Stockholders' equity (deficit):

 Preferred stock, par value $ 0.001, 500,000,000 shares authorized; - 0 - issued and outstanding June 30, 2023

 $

 $

 $

 $

 Common stock, par value $ 0.001; 500,000,000 shares authorized; 248,830,516 issued and outstanding at June 30, 2023;

 $
 99,905

 ($
 75,022
)

 $

 $

 $

 $
 80,133,023

 ($
 11,731,847
)

 $
 68,401,176

 $
 34,386,605

 $
 102,787,781

 $
 ( 5,753,742
)

 $
 ( 106,448,563
)

 $
 ( 112,202,305
)

 $
 17,127,235

 $
 ( 95,075,070
)

 $
 74,479,186

 $
 ( 118,255,432
)

 $
 ( 43,776,246
)

 $

 $
 7,737,594

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 $
 119,109,663

 $
 ( 118,255,432
)

 $
 854,231

 $

 $
 52,368,071

 F- 19

 NEXT

 STATEMENTS OF OPERATIONS

 Six
 and Three Months Ended June 30, 2023

 Six Months Ended June 30, 2023

 Three Months Ended June 30,
 2023

 As Reported

 As

 on Form S-1/A

 As

 on Form S-1/A

 Filed

 As

 Filed

 As

 Filed

 August 28, 2024

 Filed

 August 28, 2024

 Oil and natural gas sales

 $
 15,765

 $

 $
 15,765

 $

 $
 15,765

 $
 4,841

 $

 $
 4,841

 $

 $
 4,841

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $
 1,135

 $

 $
 1,135

 $

 $
 1,135

 $

 $

 $

 $

 $

 $
 4,831,325

 $
 687,833

 $
 5,519,158

 $

 $
 5,519,158

 $
 2,449,551

 $
 596,868

 $
 3,046,419

 $

 $
 3,046,419

 $

 $

 $

 ($
)

 $

 $

 $

 $

 ($
)

 $

 $
 4,858,970

 $
 25,696,510

 $
 30,555,480

 ($
)

 $
 5,546,803

 $
 2,460,594

 $
 17,721,888

 $
 20,182,482

 ($
)

 $
 3,057,462

 Other income

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 ($
)

 ($
 25,696,510
)

 ($
)

 $

 ($
)

 ($
 2,455,753
)

 ($
 17,721,888
)

 ($
 20,177,641
)

 $

 ($
 3,052,621
)

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 ($
)

 ($
 25,696,510
)

 ($
)

 $

 ($
)

 ($
 2,455,753
)

 ($
 17,721,888
)

 ($
 20,177,641
)

 $

 ($
 3,052,621
)

 ($
 0.02
)

 -

 ($
 0.16
)

 -

 ($
 0.03
)

 ($
 0.01
)

 -

 ($
 0.09
)

 -

 ($
 0.01
)

 195,407,533

 -

 195,407,533

 -

 195,407,533

 225,013,866

 -

 225,013,866

 -

 225,013,866

 F- 20

 NEXT

 Six
 Months Ended June 30, 2023

 As

 on Form S-1/A

 Filed

 As

 Filed

 August 28, 2024

 Cash Flows from (used in) Operating Activities

 ($
)

 ($
 25,696,510
)

 ($
)

 $

 ($
)

 $

 $
 11,936

 $

 $
 11,936

 $

 $
 11,936

 Expense related to stock options issued

 $
 528,927

 $
 696,873

 $
 1,225,800

 $

 $
 1,225,800

 $

 $

 $

 ($
)

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $
 25,652

 $

 $
 25,652

 $

 $
 25,652

 ($
 2,604,872
)

 ($
 1,056,126
)

 ($
 3,660,998
)

 $

 ($
 3,660,998
)

 Net cash used in operating activities

 ($
 6,731,561
)

 ($
)

 ($
 7,778,647
)

 $

 ($
 7,778,647
)

 Cash Flows From (used in) Investing Activities

 Investment in oil and natural gas properties

 ($
 8,900,988
)

 $

 ($
 7,853,902
)

 $

 ($
 7,853,902
)

 Net cash from (used in) investing activities

 ($
 8,900,988
)

 $

 ($
 7,853,902
)

 $

 ($
 7,853,902
)

 $
 17,000,000

 $

 $
 17,000,000

 $

 $
 17,000,000

 ($
)

 $

 ($
)

 $

 ($
)

 Payments on accrued interest

 ($
)

 $

 ($
)

 $

 ($
)

 $
 15,800,655

 $

 $
 15,800,655

 $

 $
 15,800,655

 $
 168,106

 $

 $
 168,106

 $

 $
 168,106

 Cash - beginning of period

 $

 $

 $

 $

 $

 Cash - end of period

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 Common stock issued for working interest

 $
 28,341,814

 ($
 12,503,742
)

 $
 15,838,072

 ($
 15,114,403
)

 $

 Account receivable-related party discharged in WI acqisition

 $

 $

 $

 $

 $

 Capitalized Interest

 $
 1,139,183

 $

 $
 1,139,183

 $

 $
 1,139,183

 F- 21

OF PREVIOUSLY ISSUED INTERIM SEPTEMBER 30, 2023 FINANCIAL STATEMENTS

 The
Company's initial Form 10-Q for the quarter ended September 30, 2023 filed on November 14, 2023 (the "Q3 2023 Original Filing").

 After
that filing the Company was notified that the auditing firm used for 2022 had been sanctioned by the SEC and the Company was
therefore required to engage new auditors for 2023. In the course of the new auditors' examination for the year ended December
31, 2023, it was required that opening entries carried forward from 2022 be examined. When it was discovered that all appropriate
auditing procedures had not been applied in the previous 2022 audit, management extended the 2023 engagement to include reaudit of
2022 which ultimately resulted in a decision by management to impair 100% of the cost of oil and natural gas properties.

 Restatements
of the of the Q3 2023 Original Filing as of and for the three and nine months ended September 30, 2023 consist of the carry forward impact
of the adjustments described in Note 2. Additionally, impairment to oil and natural gas properties for the three and nine months ended
September 30, 2023 of $1,282,738 and $26,291,415 was incurred in the initial restatement to the Q3 2023 Original Filing. These amounts
are also adjusted to accumulated deficit as of September 30, 2023 and cashflows from operating activities. The Company identified an
error related to the valuation of stock based compensation and restated the Q3 2023 Original Filing for the three and nine months ended
September 30, 2023 of $1,046,332 and $1,734,165. These amounts affected general and administrative expenses, additional paid in capital
and cashflows from operating activities.

 As
described in Note 2, the elimination of all value ascribed to the oil and natural gas properties by impairment of the oil and
natural gas properties at December 31, 2022 was incorrectly based on a presumption of impairment in the absence of having
established oil and natural gas reserves and without having yet secured an extension to the lease, and did not properly consider the
Company's stated intentions and rights to extend the lease coupled with our ongoing efforts to evaluate the Orogrande
properties in the application of the full cost method of accounting, particularly with regard to unevaluated property
costs.

 After
the Company filed the Form 10-Q for September 30, 2024 on November 14, 2023, additional restatements were made to restate oil and natural
gas properties and additional historical balances as described in Note 2.

 Following
the previous impairment of 100% of the value of oil and natural gas properties as of December 31, 2022, further impairments of development
costs incurred in subsequent quarterly periods in 2023 were recorded in those periods to be consistent with the reversal of the 100%
impairment at the end of 2022. As previously stated the Company has determined this to be incorrect and reverse the impairment incurred
during 2023. The amount of impairment that has been reversed for the three and nine months ended September 30, 2023 is $1,282,738 and
$26,291,415. These amounts are also adjusted to accumulated deficit as of September 30, 2023 and operating cashflows for those quarters.

 The
Company also has made additional restatement adjustments to modify accounting for the acquisition of additional working interest in the
Orogrande Project in April 2023. The consideration for the acquisition was common stock of the Company. Adjustments to the value per
share of the stock issued were made to acknowledge the impact on the per share value of the stock, taking into account the corrections
to the value of the Company assets as described above. The initial value of the stock issued in the acquisition was $15,838,073 and has
been adjusted to $723,669. The decrease to oil and natural gas properties was $15,114,404 with an offset to decrease additional paid
in capital. The amount also restated non-cash investing activities for a decrease of $15,114,404.

 The
impact of the above matters constitutes the adjustments to the following Consolidated Balance Sheets, Consolidated Statements of Operations,

 F- 22

 NEXT

 BALANCE SHEETS - SEPTEMBER 30, 2023

 9/30/2023 in 10Q for

 As

 9/30/2024

 Filed

 As

 Filed

 November 13, 2024

 Cash

 $

 $

 $

 $

 $

 $
 110,750

 $

 $
 110,750

 $

 $
 110,750

 $
 70,908

 $

 $
 70,908

 $

 $
 70,908

 $
 5,066,655

 $

 $
 5,066,655

 $

 $
 5,066,655

 Oil and natural gas properties, net

 $
 119,538,170

 ($
 119,538,170
)

 $

 $

 $

 $

 $

 $

 $

 $

 $
 124,710,004

 ($
 119,538,170
)

 $
 5,171,834

 $

 $
 57,968,412

 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 $
 1,285,641

 $

 $
 1,285,641

 $

 $
 1,285,641

 $

 $

 $

 $

 $

 $
 41,589,362

 $

 $
 41,589,362

 $

 $
 41,589,362

 $
 3,191,007

 $

 $
 3,191,007

 $

 $
 3,191,007

 $
 51,677,902

 $

 $
 51,677,902

 $

 $
 51,677,902

 $
 264,826

 $

 $
 264,826

 $

 $
 264,826

 $
 51,942,728

 $

 $
 51,942,728

 $

 $
 51,942,728

 Stockholders' equity (deficit):

 Preferred stock, par value $ 0.001, 500,000,000 shares authorized; - 0 - issued
 and outstanding September 30, 2023

 $

 $

 $

 $

 $

 Common stock, par value $ 0.001; 500,000,000 shares authorized; 248,830,516 issued and outstanding at September 30, 2023;

 $

 $

 $

 $

 $

 $
 80,971,349

 ($
 23,282,357
)

 $
 57,688,992

 46,899,385

 $
 104,588,377

 $
 ( 8,228,956
)

 $
 ( 96,255,813
)

 $
 ( 104,484,769
)

 5,897,193

 $
 ( 98,587,576
)

 $
 72,767,276

 $
 ( 119,538,170
)

 $
 ( 46,770,894
)

 $

 $
 6,025,684

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 $
 124,710,004

 $
 ( 119,538,170
)

 $
 5,171,834

 $

 $
 57,968,412

 F- 23

 NEXT

 STATEMENTS OF OPERATIONS

 N ine
 and Three Months Ended September 30, 2023

 Nine Months Ended September 30, 2023

 Three Months Ended September 30, 2023

 As

 As

 9/30/2023 in 10Q

 As

 9/30/2023 in 10Q

 As

 Filed

 for 9/30/2024

 Filed

 for 9/30/2024

 Oil and natural gas sales

 $
 23,496

 $

 $
 23,496

 $

 $
 23,496

 $
 7,731

 $

 $
 7,731

 $

 $
 7,731

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $
 1,692

 $

 $
 1,692

 $

 $
 1,692

 $

 $

 $

 $

 $

 $
 7,303,411

 $
 1,725,125

 $
 9,028,536

 $
 9,028,536

 $
 2,472,086

 $
 1,037,292

 $
 3,509,378

 $

 $
 3,509,378

 $

 $

 $

 ($
)

 $

 $

 $

 $

 ($
)

 $

 $
 7,341,915

 $
 28,016,540

 $
 35,358,455

 ($
)

 $
 9,067,040

 $
 2,482,945

 $
 2,320,030

 $
 4,802,975

 ($
)

 $
 3,520,237

 Other income

 Interest expense

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 -

 -

 -

 -

 -

 ($
)

 ($
 28,016,540
)

 ($
)

 $

 ($
)

 ($
 2,475,214
)

 ($
 2,320,030
)

 ($
 4,795,244
)

 $

 ($
 3,512,506
)

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 ($
)

 ($
 28,016,540
)

 ($
)

 $

 ($
)

 ($
 2,475,214
)

 ($
 2,320,030
)

 ($
 4,795,244
)

 $

 ($
 3,512,506
)

 ($
 0.04
)

 -

 ($
 0.17
)

 -

 ($
 0.04
)

 ($
 0.01
)

 -

 ($
 0.02
)

 -

 ($
 0.01
)

 185,319,449

 -

 213,410,883

 -

 213,410,883

 248,830,516

 -

 248,860,516

 -

 248,860,516

 F- 24

 NEXT

 N ine
 Months Ended September 30, 2023

 As last Reported

 9/30/2023 in 10Q for

 As

 9/30/2024

 Filed

 As

 Filed

 November 13, 2024

 Cash Flows From (used in) Operating Activities

 ($
)

 ($
 28,016,540
)

 ($
)

 $

 ($
)

 $
 17,961

 $

 $
 17,961

 $

 $
 17,961

 Expense related to stock options issued

 $
 1,292,231

 $
 1,734,165

 $
 3,026,396

 $

 $
 3,026,396

 $

 $

 $

 ($
)

 $

 ($
 4,271
)

 $

 ($
 4,271
)

 $

 ($
 4,271
)

 -

 $

 $

 $

 $

 $
 43,520

 $

 $
 43,520

 $

 $
 43,520

 ($
 8,608
)

 $

 ($
 8,608
)

 $

 ($
 8,608
)

 ($
 25,000
)

 $

 ($
 25,000
)

 $

 ($
 25,000
)

 ($
 2,590,371
)

 ($
 1,056,126
)

 ($
 3,646,497
)

 $

 ($
 3,646,497
)

 Net cash from (used in) operating activities

 ($
 8,592,956
)

 ($
)

 ($
 9,640,042
)

 $

 ($
 9,640,042
)

 Cash Flows From Investing Activities

 Investment in oil and natural gas properties

 ($
 9,503,892
)

 $

 ($
 8,456,806
)

 $

 ($
 8,456,806
)

 Net cash from (used in) investing activities

 ($
 9,503,892
)

 $

 ($
 8,456,806
)

 $

 ($
 8,456,806
)

 $

 $

 $

 $

 $

 ($
)

 $

 ($
)

 $

 ($
)

 Payments on accrued interest

 ($
)

 $

 ($
)

 $

 ($
)

 $

 $

 $

 $

 $

 $
 22,412,547

 $

 $
 22,412,547

 $

 $
 22,412,547

 $
 4,315,699

 $

 $
 4,315,699

 $

 $
 4,315,699

 Cash - beginning of period

 $

 $

 $

 $

 $

 Cash - end of period

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 Common stock issued for working interest

 $
 28,341,814

 ($
 12,503,742
)

 $
 15,838,072

 ($
 15,114,403
)

 $

 Account receivable-related party discharged in WI acqisition

 $

 $

 $

 $

 $

 Capitalized Interest

 $
 1,819,016

 $

 $
 1,819,016

 $

 $
 1,819,016

 F- 25

 SUMMARY
OF RESTATEMENTS IMPACT BY PERIOD

 The
following schedules summarize the impacts of the aggregate 2022 restatements detailed in Note 2 above and the aggregate 2023 restatements
detailed in Note 3 above.

 Additionally,
the impacts on the interim first, second, and third quarters of 2023 are presented.

of Adjustment of consolidated Balance Sheets, Consolidated Statements of Operations,

 NEXT

 SUMMARY
 OF RESTATEMENTS

 DECEMBER
 31, 2022 THROUGH JUNE 30, 2023

 March 31, 2023

 June 30, 2023

 Three Months Ended June 30, 2023

 03/31/23

 07/17/24

 05/15/23

 08/14/23

 08/28/24

 08/14/23

 08/28/24

 $
 79,695,928

 $

 $

 $
 88,626,670

 $
 49,503,224

 $
 118,255,432

 $

 $

 Total Assets

 $
 80,735,224

 $
 1,039,296

 $

 $
 94,237,199

 $
 55,113,753

 $
 119,109,663

 $
 854,231

 $
 52,368,071

 $
 51,345,640

 $
 51,345,640

 $
 100,846,649

 $
 51,490,795

 $
 101,091,809

 $
 80,133,023

 $
 68,401,176

 $
 102,787,781

 $
)

 $
)

 $
 ( 89,544,023
)

 $
 ( 3,297,989
)

 $
 ( 92,022,449
)

 $
 ( 5,753,742
)

 $
 ( 112,202,305
)

 $
 ( 95,075,070
)

 $
 50,451,649

 $
 ( 30,300,404
)

 $
 11,319,173

 $
 48,209,353

 $
 9,085,907

 $
 74,479,186

 $
 ( 43,776,246
)

 $
 7,737,594

 Total Liabilities and Stockholders' equity

 $
 80,735,224

 $
 1,039,296

 $

 $
 94,237,199

 $
 55,113,753

 $
 119,109,663

 $
 854,231

 $
 52,368,071

 STATEMENTS of OPERATIONS

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $
 74,314

 $
 74,314

 $
 166,567

 $
 15,816

 $
 15,816

 $

 $

 $

 $

 $

 $

 $
 8,890,203

 $
 89,642,256

 $
 8,991,496

 $
 2,398,376

 $
 2,489,351

 $
 4,858,970

 $
 30,555,480

 $
 5,546,803

 $
 2,460,594

 $
 20,182,482

 $
 3,057,462

 $
 8,848,873

 $
 81,662,591

 $
 8,950,166

 $

 $

 $

 $

 $

 $
 2,455,753

 $
 20,177,641

 $
 3,052,621

 STATEMENTS of CASH FLOWS

 $
 8,848,873

 $
 81,662,591

 $
 8,950,166

 $

 $

 $

 $

 $

 $

 $
 ( 80,743,013
)

 $

 $

 $

 $

 $
 ( 25,008,677
)

 $

 F- 26

 NEXT

 SUMMARY
 OF RESTATEMENTS

 SEPTEMBER
 30, 2023 THROUGH YEAR ENDED DECEMBER 31, 2023

 September 30, 2023

 Three Months Ended September 30, 2023

 11/14/23

 11/13/24

 08/14/23

 08/28/24

 07/17/24

 $
 119,538,170

 $

 $

 $

 $

 Total Assets

 $
 124,710,004

 $
 5,171,834

 $
 57,968,412

 $
 2,190,989

 $

 $
 80,971,349

 $
 57,688,992

 $
 104,588,377

 $
 71,956,656

 $
 106,343,260

 $
 ( 8,228,956
)

 $
 ( 104,484,769
)

 $
 ( 98,587,576
)

 $
 ( 119,219,378
)

 $
 ( 99,933,395
)

 $
 72,767,276

 $
 ( 46,770,894
)

 $
 6,025,684

 $
 47,237,839

 $
 6,434,748

 Total Liabilities and Stockholders' equity

 $
 124,710,004

 $
 5,171,834

 $
 57,968,412

 $
 2,190,989

 $

 STATEMENTS of OPERATIONS

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $
 7,341,915

 $
 35,358,455

 $
 9,067,040

 $
 2,482,945

 $
 4,802,975

 $
 3,520,237

 $
 39,323,959

 $
 12,156,544

 $

 $

 $

 $
 2,475,214

 $
 4,795,244

 $
 3,512,506

 $
 37,556,787

 $
 10,389,372

 STATEMENTS of CASH FLOWS

 $

 $

 $

 $
 37,556,787

 $
 10,389,372

 $

 $
 ( 26,291,415
)

 $

 $

 $

 4.
 GOING
CONCERN

 At
December 31, 2023, the Company had not yet achieved profitable operations. The Company had a restated net loss of $ 10,389,372 for the
year ended December 31, 2023. The Company expects to incur further losses in the development of its business. The Company had a working
capital deficit as of December 31, 2023, of $ 47,094,359. These conditions raise substantial doubt about the Company's ability to
continue as a going concern.

 The
Company's ability to continue as a going concern is dependent on its ability to generate future profitable operations or to obtain
the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.
Management's plan to address the Company's ability to continue as a going concern includes: (1) obtaining debt or equity
funding from private placement, institutional, or public sources; (2) obtaining loans from financial institutions, where possible, or
(3) participating in joint venture transactions with third parties. Although management believes that it will be able to obtain the necessary
funding to allow the Company to remain a going concern through the methods discussed above, there can be no assurances that such methods
will prove successful.

 These
consolidated financial statements have been prepared assuming that the Company will continue as a going concern and therefore, the financial
statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or
the amount and classifications of liabilities that may result from the outcome of this uncertainty.

 F- 27

 5.
 SIGNIFICANT
ACCOUNTING POLICIES

 The
Company maintains its accounts on the accrual method of accounting in accordance with accounting principles generally accepted in the
United States of America. 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:

 Use
of estimates —The preparation of financial statements in conformity with accounting principles generally accepted in the
United States of America ("GAAP") 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.

 Basis
of presentation —The financial statements are presented on a consolidated basis and include the accounts of Next Bridge
Hydrocarbons, Inc. and its wholly owned subsidiaries, TEI, Hudspeth, Torchlight Hazel, Wolfbone, and Hudspeth Operating. All significant
intercompany balances and transactions have been eliminated. As noted above, the Company was involved in the Spin-Off on December 14,
2022.

 In
the opinion of management, the accompanying consolidated financial statements include all adjustments, consisting of normal recurring
adjustments, necessary to fairly present the financial position as of, and the results of operations for all periods presented. In preparing
the accompanying financial statements, management has made certain estimates and assumptions that affect reported amounts in the consolidated
financial statements and disclosures of contingencies. Actual results may differ from those estimates.

 Risks
and uncertainties —The Company's operations are subject to significant risks and uncertainties, including financial,
operational, technological, and other risks associated with operating an emerging business, including the potential risk of business
failure.

 Concentration
of risks —At times the Company's cash balances are in excess of amounts guaranteed by the Federal Deposit Insurance
Corporation. The Company's cash is placed with a highly rated financial institution, and the Company regularly monitors the creditworthiness
of the financial institutions with which it does business.

 Fair
value of financial instruments —Financial instruments consist of cash, receivables, payables and promissory notes, if any.
The estimated fair values of cash, receivables, and payables approximate the carrying amount due to the relatively short maturity of
these instruments. The carrying amounts of any promissory notes approximate their fair value giving affect for the term of the note and
the effective interest rates.

 For
assets and liabilities that require re-measurement to fair value the Company categorizes them in a three-level fair value hierarchy as
follows:

 Level
1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

 Level
2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability,
either directly or indirectly through market corroboration.

 Level
3 inputs are unobservable inputs based on management's own assumptions used to measure assets and liabilities at fair value.

 A
financial asset or liability's classification within the hierarchy is determined based on the lowest level input that is significant
to the fair value measurement.

 Cash
and cash equivalents – Cash and cash equivalents include certain investments in highly liquid instruments with original
maturities of three months or less.

 Accounts
receivable – Accounts receivable consist of amounts due from Joint Interest Billing to the working interest owners who
are participants in the Johnson Project. Those owners acquired working interest and participated in funding five wells drilled in 2023
on the Orogrande Project. Balances due represent their pro rata share of charges for development and operating costs allocable to those
five wells after applying any prepayments from those owners.

 Management
reviews receivables periodically and reduces the carrying amount by an allowance for credit losses that reflects management's best
estimate of the amount expected to be collected in the future. As of December 31, 2023 and 2022, no allowance for expected credit losses
was considered necessary.

 F- 28

 Oil
and natural gas properties – The Company uses the full cost method of accounting for exploration and development activities
as defined by the 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.

 Oil
and natural 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 at least quarterly 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. The Company recorded no impairment expense for the year ended December
31, 2023, and for the year ended December 31, 2022.

 Gains
and losses, if any, on the sale of oil and natural 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 natural 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.

 Capitalized
interest – The Company capitalizes interest on unevaluated properties during the periods in which they are excluded from
costs being depleted or amortized. During the year ended December 31, 2023, the Company capitalized $ 2,498,184 of interest on unevaluated
properties. Capitalized interest for the year ended December 31, 2022, was $ 1,363,538.

 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.

 Ceiling
test – Future production volumes from oil and natural gas properties are a significant factor in determining the full cost
ceiling limitation of capitalized costs. Under the full cost method of accounting, the Company is required to periodically perform a
"ceiling test" that determines a limit on the book value of oil and natural gas properties. If the net capitalized cost of
proved oil and natural gas properties, net of related deferred income taxes, plus the cost of unproved oil and natural gas properties,
exceeds the present value of estimated future net cash flows discounted at 10 percent, net of related realizable tax affects, plus the
cost of unproved oil and natural gas properties, the excess is charged to expense and reflected as additional accumulated DD&A.

 The
ceiling test calculation uses a commodity price assumption which is based on the unweighted arithmetic average of the price on the first
day of each month for each month within the prior 12-month period and excludes future cash outflows related to estimated abandonment
costs.

 The
determination of oil and natural gas reserves is a subjective process, and the accuracy of any reserve estimate depends on the quality
of available data and the application of engineering and geological interpretation and judgment. Estimates of economically recoverable
reserves and future net cash flows depend on a number of variable factors and assumptions that are difficult to predict and may vary
considerably from actual results. In particular, reserve estimates for wells with limited or no production history are less reliable
than those based on actual production. Subsequent re-evaluation of reserves and cost estimates related to future development of proved
oil and natural gas reserves could result in significant revisions to proved reserves. Other issues, such as changes in regulatory requirements,
technological advances, and other factors which are difficult to predict could also affect estimates of proved reserves in the future.

 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.

 F- 29

 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 natural gas property balance. Settlements greater than or less than amounts accrued as ARO are recorded as a gain
or loss upon settlement.

 Share-based
compensation – Compensation cost for equity awards is based on the fair value of the equity instrument on the date of grant
and is recognized over the period during which an employee is required to provide service in exchange for the award.

 The
Company accounts for stock option awards using the calculated value method. The Company values warrant and option awards using the Black-Scholes
option pricing model.

 The
Company accounts for any forfeitures of options when they occur. Previously recognized compensation cost for an award is reversed in
the period that the award is forfeited.

 The
Company also issues equity awards to non-employees. The fair value of these option awards is estimated when the award recipient completes
the contracted professional services. The Company recognizes the expense for the estimated total value of the awards during the period
from their issuance until performance completion.

 Income
taxes – Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities
and their respective tax bases and operating loss carry forwards. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment
date. A valuation allowance is established to reduce deferred tax assets if it is more likely than not that the related tax benefits
will not be realized. Reference Note 8 to the Financial Statements.

 Authoritative
guidance for uncertainty in income taxes requires that the Company recognize the financial statement benefit of a tax position only after
determining that the relevant tax authority would more likely than not sustain the position following an examination. Management has
reviewed the Company's tax positions and determined there were no uncertain tax positions requiring recognition in the consolidated
financial statements. Company tax returns remain subject to federal and state tax examinations. Generally, the applicable statutes of
limitation are three to four years from their respective filings.

 Estimated
interest and penalties related to potential underpayment on any unrecognized tax benefits are classified as a component of tax expense
in the statements of operation. The Company has not recorded any interest or penalties associated with unrecognized tax benefits for
the year ended December 31, 2023, or for the year ended December 31, 2022.

recognition – The Company's revenue is typically generated from contracts to sell natural gas, crude oil or NGLs
produced from interests in oil and natural gas properties owned by the Company. Contracts for the sale of natural gas and crude oil are
evidenced by (1) base contracts for the sale and purchase of natural gas or crude oil, which document the general terms and conditions
for the sale, and (2) transaction confirmations, which document the terms of each specific sale. The transaction confirmations specify
a delivery point which represents the point at which control of the product is transferred to the customer. The Company elects to treat
contracts to sell oil and natural gas production as normal sales, which are then accounted for as contracts with customers. The Company
has determined that these contracts represent multiple performance obligations, which are satisfied when control of the commodity transfers
to the customer, typically through the delivery of the specified commodity to a designated delivery point.

is measured based on consideration specified in the contract with the customer, and excludes any amounts collected on behalf of third
parties. The Company recognizes revenue in the amount that reflects the consideration it expects to be entitled to in exchange for transferring
control of those goods to the customer. Amounts allocated in the Company's price contracts are based on the standalone selling
price of those products in the context of long-term contracts. Payment is generally received one or two months after the sale has occurred.

 Gain
or loss on derivative instruments is outside the scope of ASC 606, Revenue Recognition, and is not considered revenue from contracts
with customers subject to ASC 606. The Company may in the future use financial or physical contracts accounted for as derivatives as
economic hedges to manage price risk associated with normal sales, or in limited cases may use them for contracts the Company intends
to physically settle but do not meet all of the criteria to be treated as normal sales.

 Producer
Gas Imbalances. The Company applies the sales method of accounting for natural gas revenue. Under this method, revenues are recognized
based on the actual volume of natural gas sold to purchasers.

 F- 30

 Basic
and diluted earnings (loss) per share – Basic earnings (loss) per common share is computed by dividing net income (loss)
available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings (loss)
per common share is computed in the same way as basic earnings (loss) per common share except that the denominator is increased to include
the number of additional common shares that would be outstanding if all potential common shares had been issued and if the additional
common shares were dilutive. The Company had no dilutive shares for the year ended December 31, 2023, or for the year ended December
31, 2022. Reference Note 9 to the Financial Statements regarding outstanding Stock Options.

 Environmental
laws and regulations – The Company is subject to extensive federal, state, and local environmental laws and regulations.
Environmental expenditures are expensed or capitalized depending on their future economic benefit. The Company believes that it is in
compliance with existing laws and regulations. The Company accrued no liability as of December 31, 2023 and December 31, 2022.

 Recent
accounting pronouncements adopted – In June 2016, the FASB issued ASC 326, Financial Instruments- Credit Losses ("ASC
326"), which replaces the current "incurred loss" methodology for recognizing credit losses with an "expected
loss" methodology. This new methodology requires that a financial asset measured at amortized cost be presented at the net amount
expected to be collected. This standard is intended to provide more timely decision-useful information about the expected credit losses
on financial instruments. For smaller reporting companies, this guidance is effective for fiscal years beginning after December 15, 2022,
and early adoption is permitted. The Company adopted this as of January 1, 2023. The adoption of ASC 326 did not have a material impact
to our financial statements or results of operations.

 6.
 RESTATED OIL AND NATURAL GAS PROPERTIES

 The
following table presents the capitalized costs for oil and natural gas properties of the Company:

 Schedule of Capitalized Cost for Oil and Natural Gas

 Evaluated costs subject to amortization

 $
 -

 $
 -

 Unevaluated costs

 Total capitalized costs

 Less accumulated depreciation, depletion and amortization

 -

 -

 Total oil and gas properties

 $

 $

 Unevaluated
costs as of December 31, 2023, and December 31, 2022, include cumulative costs of developing the Orogrande Project.

 The
Company periodically adjusts for the separation of evaluated versus unevaluated costs within its full cost pool to recognize the value
impairment related to the expiration of, or changes in market value, of unevaluated leases. The impact of reclassifications as they become
necessary is to increase the basis for calculation of future period's depletion, depreciation and amortization which effectively
recognizes the impairment on the consolidated statement of operations over future periods. Reclassified costs also become evaluated costs
for purposes of ceiling tests, and which may cause recognition of increased impairment expense in future periods. There were no remaining
cumulative unevaluated costs which had been reclassified within the Company's full cost pool totals as of December 31, 2023, or
December 31, 2022, since the Company had no proved reserve value associated with our properties.

 Due
to the volatility of commodity prices, should oil and natural gas prices decline in the future, it is possible that a write-down could
occur. Proved reserves are estimated quantities of crude oil, natural gas, and NGLs, which geological and engineering data demonstrate
with reasonable certainty to be recoverable from known reservoirs under existing economic and operating conditions. The independent engineering
estimates include only those amounts considered to be proved reserves and do not include additional amounts which may result from new
discoveries in the future, or from application of secondary and tertiary recovery processes where facilities are not in place or for
which transportation or marketing contracts are not in place. Estimated reserves to be developed through secondary or tertiary recovery
processes are classified as unevaluated properties.

 F- 31

 Current
Projects

 The
Company is an energy company engaged in the acquisition, exploration, exploitation and/or development of oil and natural gas properties
in the United States. The Company is primarily focused on the acquisition of early-stage projects, the development and delineation of
these projects, and then the monetization of those assets once these activities are completed.

 The
Company's primary focus is the development of interests in oil and natural gas projects it holds in the Permian Basin in West Texas.
The Company also holds minor interests in certain other oil and natural gas projects in Central Oklahoma that it is in the process of
divesting.

 As
of December 31, 2023, the Company had interests in three oil and natural gas projects: the Orogrande Project in Hudspeth County, Texas
(16 wells), the Hazel Project in Sterling, Tom Green, and Irion Counties, Texas, (7 wells) and two wells in Central Oklahoma.

 Orogrande
Project, West Texas

 On
August 7, 2014, Torchlight entered into a Purchase Agreement with Hudspeth, McCabe Petroleum Corporation ("MPC"), and Gregory
McCabe ("Mr. McCabe"). Mr. McCabe was the sole owner of both Hudspeth and MPC. Under the terms and conditions of the Purchase
Agreement, Torchlight purchased 100% of the capital stock of Hudspeth which held certain oil and natural gas assets, including a 100%
working interest in approximately 172,000 predominately contiguous acres in the Orogrande Basin in West Texas. Mr. McCabe has, at his
option, a 10% working interest back-in after payout and a reversionary interest if drilling obligations are not met, all under the terms
and conditions of a participation and development agreement among Hudspeth, MPC and Mr. McCabe. Such back-in interest was contributed
to the Company pursuant to that certain Contribution Agreement (as defined below). Mr. McCabe also owns a controlling interest in Magdalena,
an entity that holds a 4.5% overriding royalty interest in the Orogrande acreage, —which he obtained prior to, and was not a part
of the August 2014 transaction.

March 27, 2017, the Orogrande acreage became subject to a Development Unit Agreement 2837 with University Lands ("DDU Agreement"),
which allows for all 192 existing leases covering approximately 134,000 gross acres leased from University Lands to be combined into
one drilling and development unit for development purposes. The term of the DDU Agreement expires on December 31, 2024, and the time
to drill on the drilling and development unit continues through December 31, 2024. The DDU Agreement grants the right to extend the DDU
Agreement through December 31, 2029 if compliance with the DDU Agreement is met and the extension fee associated with the additional
time is paid. The Company expects to exercise its option to extend the term under the DDU Agreement prior to its expiration.

 Drilling
obligations under the DDU Agreement include five wells per year in the years 2021, 2022 and 2023 and five wells in 2024. The drilling
obligations were minimum yearly requirements and may be exceeded if acceleration is desired.

 On
October 8, 2024, the Company received notice from University Lands that they would not be allowing the extension of the Orogrande DDU
Agreement at its scheduled renewal date of December 31, 2024.

 Drilling
Requirement 2023

as of October 6, 2023, the Company and certain investor participants (each a "Participant" and collectively the "Participants")
entered into twenty-five separate Participation Agreements (the "Participation Agreements"), "The Johnson Project",
to conduct drilling of wells in approximately 17,000 acres in Hudspeth County, Texas, which is a portion of the Company's Orogrande
Prospect. The aggregate total of Prospect Fees paid by the participants was $1,700,000.

 As
of December 31, 2023, the 2023 drilling requirements had been met and leases covering approximately 134,000 acres remain in effect.

 While
drilling wells under our 2023 and 2022 drilling obligation, our operations team deployed a new mist drilling solution that increased
hole stability, which we believe will result in meaningful cost savings for additional wells drilled in the Orogrande Project. Multiple
test wells were drilled in the Orogrande Project in order to stay in compliance with the DDU Agreement. While these previously drilled
wells may have potential to produce hydrocarbons to sell commercially in the future, we have no immediate plans to deploy the additional
capital necessary to sell production from these wells to third parties. Instead, we plan to use the results from these wells to determine
our drilling plans for future wells, including reservoir locations, target depths and designated acreage, in the Orogrande Project. Notwithstanding
the foregoing, development of the wells continued through December 31, 2023, to further capture and document the scientific base in support
of demonstrating the production potential of the property.

 F- 32

 Acquisition
of Working Interest

 On
December 21, 2022, the Company entered into that certain Agreement and Plan of Merger (the "Merger Agreement") with Hudspeth,
Wolfbone, MPC and Mr. McCabe, pursuant to which in a series of transactions the oil and natural gas leases, the lands covered by such
leases, pooling and communitization agreements, rights-of-way, the surface estate of the lands and all wells located in Orogrande Project
will be transferred, conveyed and assigned to Hudspeth (or its designated assignee) in consideration of (1) treating the Orogrande Obligations
(as defined in the Merger Agreement) as having been irrevocably satisfied and discharged in full with respect to MPC and (2) an issuance
of 56,297,638 shares of Company common stock to Mr. McCabe (such series of transactions collectively, the "Merger").

 The
Merger became effective on April 25, 2023. As a result of the Merger, the Company acquired Wolfbone's 22.6249% remaining rights
to working interest in the Orogrande Project in consideration of the issuance by the Company of the 56,297,638 shares of the Company's
common stock to Mr. McCabe.

 The
Merger was completed in accordance with the Texas Business Organizations Code, whereby (a) the Company formed NBH MergeCo, LLC with the
State of Texas ("MergeCo") in order to cause Hudspeth to assign all of its rights under the Merger Agreement to MergeCo and
MergeCo assumed Hudspeth's obligations under the Merger Agreement, (b) MergeCo, Wolfbone and MPC merged with each of Wolfbone and
MPC as surviving entities, and (c) Wolfbone became a direct and wholly-owned subsidiary of the Company. The closing of the transactions
contemplated by the Merger Agreement occurred on May 11, 2023.

 On
May 11, 2023, the Company and its wholly owned subsidiary, Hudspeth, entered into a contribution and exchange agreement with each of
the prior working interest owners in the Orogrande Project named in the table below (each an "Orogrande Owner" and collectively,
the "Orogrande Owners"), pursuant to which, the Company issued to the Orogrande Owners the number of shares of the Company's
common stock set forth opposite such Orogrande Owner's name below in exchange for and in order to acquire such Orogrande Owner's
rights to working interest in the Orogrande Project.

 Schedule of Common Stock to be issued to Orogrande Owners

 Shares of Common Stock

 Working Interest Contribution

 Dingus Investments, Inc.

 7,050,382

 2.8334
 %

 Pandora Energy, LP

 %

 Kennedy Minerals, Ltd

 %

 The de Compiegne Property Company No. 20, Ltd

 %

 Loma Hombre Energy, LLC

 622,078

 0.2500
 %

 Sero Capital, LLC

 725,840

 0.2917
 %

 TOTAL

 27,060,637

 10.8751
 %

 The
Orogrande Project ownership as of December 31, 2023, is detailed as follows:

 Working

 Interest

 Interest

 University Lands – Mineral Owner

 20.000
 %

 ORRI – Magdalena Royalties, LLC, an entity controlled by Gregory McCabe, Chairman of the Board

 4.500
 %

 ORRI – Unrelated Party

 0.500
 %

 Hudspeth Oil Corporation, a subsidiary of Next Bridge Hydrocarbons, Inc.

 56.250
 %

 75.000
 %

 Wolfbone Investments, LLC, a subsidiary of Next Bridge Hydrocarbons, Inc.

 18.750
 %

 25.000
 %

 Total

 100.000
 %

 100.000
 %

 F- 33

 Hazel
Project in the Midland Basin in West Texas

April 4, 2016, TEI acquired from MPC a 66.66% working interest in approximately 12,000 acres in the Midland Basin. A back-in after payout
of a 25% working interest was retained by MPC and another unrelated working interest owner.

 In
October 2016, the holders of all of Torchlight's then-outstanding shares of Series C Preferred Stock (which were issued in July
2016) elected to convert into a total 33.33% working interest in our Hazel Project, reducing TEI's ownership from 66.66% to a 33.33%
working interest.

 Acquisition
of Additional Interests in Hazel Project

 On
January 30, 2017, Torchlight entered into and closed an Agreement and Plan of Reorganization and a Plan of Merger with an entity which
was wholly owned by Mr. McCabe, which resulted in the acquisition of approximately 40.66% working interest in the 12,000 gross acres,
9,600 net acres, in the Hazel Project.

 Also
on January 30, 2017, Torchlight entered into and closed a Purchase and Sale Agreement with Wolfbone. Under the agreement, Torchlight
acquired certain of Wolfbone's Hazel Project assets, including its interest in the Flying B Ranch #1 well and the 40-acre unit
surrounding the well.

 Upon
the closing of the transactions, the Torchlight working interest in the Hazel Project increased by 40.66% to a total ownership of 74%.

June 1, 2017, Torchlight acquired an additional 6% working interest from unrelated working interest owners increasing its working interest
in the Hazel project to 80%, and an overall net revenue interest of 75%.

 Seven
test wells have been drilled on the Hazel Project to capture and document the scientific base in support of demonstrating the production
potential of the property.

 Option
Agreement with Masterson Hazel Partners, LP

 On
August 13, 2020, the Company's subsidiaries TEI and Torchlight Hazel (collectively, "Torchlight Subs") entered into
an option agreement (the "Option Agreement") with Masterson Hazel Partners, LP ("MHP") and MPC. Under the agreement,
MHP was obligated to drill and complete, or cause to be drilled and completed, at its sole cost and expense, a new lateral well (the
"Well") on the Hazel Project, sufficient to satisfy Torchlight Subs's continuous development obligations on the southern
half of the prospect no later than September 30, 2020. MHP has satisfied this drilling obligation. MHP paid Torchlight Subs $1,000 as
an option fee at the time of execution of the Option Agreement. MHP is entitled to receive, as its sole recourse for the recoupment of
drilling costs, the revenue from production of the Well attributable to the Torchlight Subsidiary's interest until such time as
it has recovered its reasonable costs and expenses for drilling, completing, and operating the well.

 In
exchange for MHP satisfying the above drilling obligations, Torchlight Subs granted to MHP the exclusive right and option to perform
operations, at MHP's sole cost and expense, on the Hazel Project sufficient to satisfy Torchlight Subsidiary's continuous
development obligations on the northern half of the prospect. MHP declined to exercise its option to purchase the entire Hazel Project
in 2021.

 Hunton
Play, Central Oklahoma

 As
of December 31, 2023, the Company was producing from one well in the Viking Area of Mutual Interest and one well in Prairie Grove.

 The
McCabe Contribution Agreement

 On
July 25, 2023, the Company entered into a Contribution Agreement among the Company, Mr. McCabe, and MPC, an entity exclusively owned
and operated by Mr. McCabe (the "McCabe Contribution Agreement"), pursuant to which Mr. McCabe will contribute up to a ten
percent (10%) back-in working interest option for the Orogrande Project exercisable following the point in time at which the proceeds
of all production from all operations conducted on the Orogrande Project (exclusive of royalty, overriding royalty and taxes chargeable
to the working interest) equals the actual cost incurred by NBH and its predecessors in drilling, testing, equipping and the cost of
operating the wells located on the Orogrande Prospect, inclusive of overhead charges (the "Back-In Interest"), an option
originally granted to Mr. McCabe pursuant to that certain Participation Agreement, dated September 23, 2014 (the "Participation
Agreement"), by and among Mr. McCabe, Hudspeth, and MPC, and MPC will contribute up to one hundred percent (100%) of the interest
currently held by MPC in the drilling project located on over 1,150 acres in Vermillion Parish, Louisiana (the "Bronco Prospect").
Pursuant to the McCabe Contribution Agreement, and subject to the satisfaction of certain conditions provided therein, including the
effectiveness of the Company's Registration Statement on Form S-1 (File No. 333-273442) filed with the SEC on July 26, 2023 (as
amended, the "Registration Statement"), Mr. McCabe will contribute an amount of the Back-In Interest and MPC will contribute
an amount of the Bronco Prospect in proportion to the percentage of shares of common stock of NBH that are directly registered in the
name of the beneficial owner with the Company's transfer agent on or prior to the record date (as defined in the Registration Statement)
and remain directly registered with the Company's transfer agent for the holding period (as defined in the Registration Statement).

 F- 34

 7.
 RELATED
PARTY BALANCES

 As
of December 31, 2023, and December 31, 2022, the Company had a balance of $- 0 - and $ 177,519, respectively, for an account receivable
due from MPC, an entity controlled by the largest shareholder and the chairman of the Company's Board of Directors, for amounts
advanced related to the Orogrande development cost sharing arrangement agreed to in connection with the acquisition of the Orogrande
working interests in 2014. In connection with the closing of the Merger, the account receivable due from MPC was deemed fully satisfied
and discharged.

 The
2021 Note and Loan Agreement

 On
October 1, 2021, the Company entered into a note payable with Meta, its former parent, to borrow up to $15 million which bears interest
at 8% per annum, computed on the basis of a 360-day year (the "2021 Note"). The 2021 Note was initially to mature on March
31, 2023 (the "2021 Note Maturity Date"); provided, however, if the Company raised $30 million or more in capital through
debt or equity or a combination thereof by the 2021 Note Maturity Date, the 2021 Note Maturity Date would be extended to September 30,
2023, and the outstanding principal of the 2021 Note would amortize in six equal, monthly installments. If an event of default has occurred
and is continuing, interest on the 2021 Note may accrue at the default rate of 12% per annum. The outstanding principal of the 2021 Note,
together with all accrued interest thereon, becomes due on the 2021 Note Maturity Date. The 2021 Note includes a restrictive covenant
that, subject to certain exceptions and qualifications, restricts the Company's ability to merge or consolidate with another person
or entity, or sell or transfer all or substantially all of its assets, unless the Company is the surviving entity, or the successor entity
assumes all of obligations under the 2021 Note. The 2021 Note is collateralized by certain shares of common stock in Meta held by one
of Meta's stockholders, Mr. McCabe, and by a lien on a 25% interest in the Orogrande Project owned by Wolfbone, a subsidiary of
the Company.

 On
September 2, 2022, the Company entered into a loan agreement with Meta, as lender (the "Loan Agreement") that would govern
prior loan amounts advanced to the Company from Meta. As of August 11, 2022, and August 29, 2022, the Company borrowed an additional
$1.2 million and $1.46 million, respectively, representing the remaining amount available for borrowing under the Loan Agreement and
resulting in a total of $5 million principal amount outstanding related to the Loan Agreement, the proceeds of which were used for working
capital and general corporate purposes. The term loans under the Loan Agreement bear interest at a per annum rate equal to 8% and were
to mature on March 31, 2023 (the "Maturity Date"); provided, however, if the Company raised $30 million or more in capital
through debt or equity, or a combination thereof by the Maturity Date, the Maturity Date would be extended to October 3, 2023 and the
term loan would be amortized in six equal monthly installments. The Loan Agreement includes customary representations and covenants that,
subject to exceptions and qualifications, restrict our ability to do certain things, such as: engage in mergers, acquisitions, and asset
sales; transact with affiliates; undergo a change in control; incur additional indebtedness; incur liens; make loans and investments;
declare dividends or redeem or repurchase equity interests; and enter into certain restrictive agreements. In addition, the Loan Agreement
contains customary events of default, mandatory prepayment events and affirmative covenants, including, without limitation, covenants
regarding the payment of taxes and other obligations, maintenance of insurance, maintenance of our material properties, reporting requirements,
compliance with applicable laws and regulations, and formation or acquisition of new subsidiaries.

 On
March 31, 2023, the Company entered into an amendment to the 2021 Note and an amendment to Loan Agreement in order to extend each of
the 2021 Note Maturity Date and the Maturity Date respectively from March 31, 2023, to October 3, 2023. Such amendments also removed
the provisions allowing for extensions of the 2021 Note Maturity Date and the Maturity Date in the event the Company raised $30 million
or more in capital through debt or equity or a combination thereof by March 31, 2023.

 Under
the terms of the Arrangement Agreement that governed the merger transaction between Torchlight and Meta in June 2021, the oil and natural
gas assets were to be sold or spun out from Meta and the costs of any sale or spin-off incurred by Meta were to be borne the then-existing
shareholders of Torchlight. The amount of the reimbursement payable to Meta in connection with the Spin-Off is $2.59 million which was
added to the principal amount of the Loan Agreement for a principal balance outstanding of $7.59 million as of March 31, 2023. Concurrently
with the amendment to the Loan Agreement, the Company made a prepayment of $1 million to reduce the principal balance to $6.59 million.

 On
August 7, 2023, Mr. McCabe and Meta entered into a Loan Sale Agreement whereby Mr. McCabe purchased from Meta (i) the 2021 Note and (ii)
all outstanding loans made to the Company by Meta pursuant to the Loan Agreement (the "Loan Purchase"). As a result of the
Loan Purchase, Mr. McCabe replaced Meta as the lender and secured party under the 2021 Note and the Loan Agreement. Additionally, as
part of the Loan Purchase, Meta assigned to Mr. McCabe its lien on 25% of the Orogrande Prospect. The Company's obligations and
responsibilities under the 2021 Note and the Loan Agreement remain unchanged.

 F- 35

 The
combined balance on the 2021 Note and the Loan Agreement as of December 31, 2023 was $21.22 million. As of December 31, 2023, the combined
total accrued and unpaid interest under the 2021 Note and the Loan Agreement was $3.06 million.

 On
October 1, 2023, the Company entered into an amendment to the 2021 Note and an amendment to Loan Agreement in order to extend each of
the 2021 Note Maturity Date and the Maturity Date respectively from October 3, 2023 to March 31, 2024. Additional amendments have extended
the maturity date to June 30, 2025.

 On
December 22, 2022, the Company issued an unsecured promissory note in the principal amount of up to $20 million in favor of Mr. McCabe
(the "2022 Note"), which bears interest at 5% per annum, computed on the basis of a 365-day year.

 On
June 16, 2023, the Company entered into an amendment to the 2022 Note in order to extend the maturity date of the 2022 Note (the "2022
Note Maturity Date") from June 21, 2023 to October 3, 2023. Such amendment also removed the provisions allowing for extensions
of the 2022 Note Maturity Date in the event the Company raised $30 million or more in capital through debt or equity or a combination
thereof by March 31, 2023. The revolving commitment under the 2022 Note expires on the 2022 Note Maturity Date. As of December 31, 2023,
the Company had $20 million in principal amount outstanding under the 2022 Note. As of December 31, 2023, the Company had $815,202 in
accrued but unpaid interest on the 2022 Note.

 On
December 31, 2023, the Company entered into an amendment to the 2022 Note in order to extend the 2022 Note Maturity Date from October
3, 2023 to March 31, 2024. Additional amendments have extended the maturity date to June 30, 2025.

 8.
 COMMITMENTS
AND CONTINGENCIES

 Legal
Matters

 On
April 30, 2020, the Company's wholly owned subsidiary, Hudspeth, filed suit against Datalog LWT, Inc. d/b/a Cordax Evaluation Technologies
("Cordax"). The suit, Hudspeth and Wolfbone Investments, LLC v. Datalog LWT, Inc. d/b/a Cordax Evaluation Technologies,
was filed in the 189th Judicial District Court of Harris County, Texas. The suit seeks the recovery of approximately $1.4 million in
costs incurred as a result of a tool failure during drilling activities on the University Founders A25 #2 well that is located in the
Orogrande Field. Wolfbone, a subsidiary of the Company, is a co-plaintiff in that action. After the suit was filed, Cordax filed a mineral
lien in the amount of $104,500 against the Orogrande Field and has sued the operator and counterclaimed against Hudspeth for breach of
contract, seeking the same amount as the lien. Meta, as the Company's parent at the time, determined to add the manufacturer of
one of the tool components that it contends was one of the causes of the tool failure. It was later disclosed that Cordax is the subsidiary
of a Canadian parent company, who has also been added to the case. Cordax's current Chairman of the Board filed a special appearance
after being served with a citation, alleging that he was a Canadian citizen with no meaningful ties to Texas. After discovery was conducted
on this issue, a nonsuit without prejudice for this defendant was filed, dismissing him from the case. The remaining parties attended
mediation on June 15, 2022, that was unsuccessful in resolving the case. Cordax filed a motion for summary judgment, attempting to dismiss
Hudspeth and Wolfbone's claims. The Court denied Cordax's motion. Discovery is substantially complete. The Company is required
to indemnify Meta in connection with this matter pursuant to the terms of the Distribution Agreement with Meta entered into in connection
with the consummation of the Spin-Off. Prior to trial, in 2024, the parties settled the case. As soon as Cordax fulfills its payment
obligations to Hudspeth (the amount of which is confidential), the Harris County case will be dismissed with prejudice. Cordax's
releases of Hudspeth and Wolfbone were effective when the Settlement Agreement was signed, May 16, 2024.

 On
March 18, 2021, Cordax filed a lawsuit in Hudspeth County, Texas seeking to foreclose its mineral lien against the Orogrande Field in
the amount of $104,500. and recover related attorney's fees. The foreclosure action, Datalog LWT Inc. d/b/a Cordax Evaluation
Technologies v. Torchlight Energy Resources, Inc., was filed in the 205th Judicial District Court of Hudspeth County, Texas. The
Company is contesting the lien in good faith and filed a Plea in Abatement on May 10, 2021, seeking a stay in the Hudspeth County lien
foreclosure case pending final disposition of the related case currently pending in Harris County, Texas. The Company is required to
indemnify Meta in connection with this matter pursuant to the terms of the Distribution Agreement with Meta. As part of the settlement
in the Harris County case, Cordax released the mineral lien, and the case has been dismissed with prejudice.

 On
March 15, 2024, a securities class action captioned Targgart v. Next Bridge Hydrocarbons, Inc., et al., No. 24-cv-1927, was filed
in the U.S. District Court for the Eastern District of New York. The action is brought on behalf of a putative class of persons or entities
that acquired the Company's shares in connection with the Company's spin-off from Meta Materials, Inc., in December 2022.
The complaint names as defendants the Company and certain of its current and former officers and directors. The complaint asserts claims
under Sections 11 and 15 of the Securities Act, alleging that the Form S-1 that the Company filed with the SEC on July 14, 2022, which
became effective on November 18, 2022, contained untrue statements or omissions. The complaint seeks, among other things, unspecified
statutory and compensatory damages. On August 12, 2024, the case was transferred to the Northern District of Texas. On September 9, 2024,
plaintiffs filed an amended complaint that added a Section 12(a)(2) claim against the Company. Defendants moved to dismiss the complaint,
and on July 3, 2025, the Court granted that motion. Targgart has filed a notice of appeal.

 Environmental
Matters

 The
Company is subject to contingencies as a result of environmental laws and regulations. Present and future environmental laws and regulations
applicable to the Company's operations could require substantial capital expenditures or could adversely affect its operations
in other ways that cannot be predicted at this time. As of December 31, 2023, and December 31, 2022, no amounts had been recorded because
no specific liability has been identified that is reasonably probable of requiring the Company to fund any future material amounts.

 F- 36

 9.
 STOCKHOLDERS'
EQUITY

 The
Company has 500,000,000 authorized shares of common stock, par value of $ 0.0001 per share and 50,000,000 authorized shares of preferred
stock, par value of $ 0.0001 per share. As of December 31, 2022, the Company had 165,472,241 outstanding shares of common stock outstanding
that had been issued in the Spin-Off transaction on December 14, 2022, and no shares of preferred stock outstanding.

 On
April 25, 2023, the Company issued 83,358,275 shares of common stock for the acquisition of additional working interest in the Orogrande
Project.

 As
of December 31, 2023, the Company had 248,830,516 outstanding shares of common stock and no shares of preferred stock outstanding.

 Stock
Based Compensation

 In
2022, the Company's board of directors adopted, and the stockholders approved, the 2022 Equity Incentive Plan (the "2022
Plan"). The 2022 Plan permits the Company to grant stock options, restricted stock, restricted stock units, performance shares
awards and any one or more of the foregoing, for up to a maximum of 58,273,612 shares following an automatic increase to the number of
shares reserved under the 2022 Plan on January 1, 2023.

the year ended December 31, 2023, the Company granted 35,856,521 stock options in the first and second quarters of 2023 as authorized
under the 2022 Plan.

 Upon
the resignations by certain of the Company's employees in the second quarter, 2023, 6,618,889 of the options granted to those employees
in March, 2023. were forfeited, canceled, and returned to the option pool available under the 2022 Plan.

 As
of December 31, 2023, 29,237,632 options are outstanding.

 Vesting
was subject to continued service with the Company for up to one year with provisions for earlier vesting subject to the attainment of
events outlined in the Plan.

 All
options outstanding were fully vested as of December 31, 2023.

 Options
granted were valued using the Black-Scholes Option Pricing Model resulting in a total value of $4,781,279. Option expense for the year
ended December 31, 2023, net of forfeitures, was $4,781,279.

 Inputs
to the Black-Scholes Model are as follows:

of Share-Based Compensation Arrangements by Share-Based Payment Award

 Risk-free
 interest rate

 4.00 %

 Expected
 volatility of common stock

 125.39 %

 Dividend
 yield

 0.00 %

 Discount
 due to lack of marketability

 0%

 Expected
 life of option/warrant

 Ten
 Years

 A
summary of stock options outstanding as of December 31, 2023, all of which expire in 2033, including the relevant exercise price is presented
below:

 Schedule of Stock Options Outstanding

 Exercise

 Expiration

 Price

 2033

 Total

 $

 1.2056

 29,237,632

 29,237,632

 29,237,632

 29,237,632

 F- 37

 10.
 INCOME
TAXES

 The
Company recorded no income tax provision at December 31, 2023 and December 31, 2022 because of anticipated losses for the 2024 fiscal
year and actual losses incurred in 2023.

 The
Company estimates its annual effective income tax rate in recording its provision for income taxes in the various jurisdictions in which
it operates. Statutory tax rate changes and other significant or unusual items are recognized as discrete items in the quarter in which
they occur. The Company recorded no income tax expense for the year ended December 31, 2023 because the Company incurred a tax loss in
the current year. Similarly, no income tax expense was recognized for the year ended December 31, 2022.

 The
Company had a gross deferred tax asset related to federal net operating loss carryforwards of $ 69,594,386 and $ 55,153,554 at December
31, 2023 and December 31, 2022, respectively. The federal net operating loss carryforward will begin to expire in 2034. Realization of
the deferred tax asset is dependent, in part, on generating sufficient taxable income prior to expiration of the loss carryforwards.
The Company has placed a 100% valuation allowance against the net deferred tax asset because future realization of these assets is not
assured.

 11.
 NOTES
PAYABLE, RELATED PARTIES

 On
October 1, 2021, we issued a secured, revolving promissory note in an original principal amount of up to $ 15 million, which was subsequently
increased to $20 million, in favor of Meta (as amended to date, the "2021 Note"). The 2021 Note was fully drawn with a principal
balance outstanding of $20 million, bears interest at 8 % per annum, computed on the basis of a 360-day year. If an event of default has
occurred and is continuing, interest on the 2021 Note may accrue at the default rate of 12% per annum.

 On
August 7, 2023, following the Loan Purchase, Mr. McCabe replaced Meta as the lender and secured party under the 2021 Note but the Company's
obligations under the 2021 Note remain unchanged.

 On
December 31, 2023, the Company and Mr. McCabe as successor in interest to Meta entered into an amendment to the 2021 Note and an amendment
to the Loan Agreement extending the 2021 Note Maturity Date and the Maturity Date, respectively to March 31, 2024.

 Additionally,
we have an aggregate principal balance of $6,589,362 outstanding under the Loan Agreement with Mr. McCabe as successor-in-interest to
Meta, which bears interest at a fixed rate of 8% per annum if no event of default exists, and at a fixed rate of 12% per annum if an
event of default exists.

 On
December 31, 2023, the Company and Mr. McCabe entered an amendment to the 2022 Note extending the 2022 Note Maturity Date to March 31,
2024.

 The
combined balance on the 2021 Note ($15 million) and the Loan Agreement ($6.2 million) as of December 31, 2023, was $21.22 million. As
of December 31, 2023, the combined total accrued and unpaid interest under the 2021 Note and the Loan Agreement was $24.28 million.

 F- 38

 In
connection with the Merger, on December 22, 2022, the Company entered into an additional Note in the principal amount of up to $20 million
in favor of Mr. McCabe. Mr. McCabe is the largest shareholder of the Company's common stock and the chairman of the board of directors
of the Company. As of December 31, 2023, the Company had a balance of $20 million and accrued and unpaid interest of $815,202 due
under the 2022 Note.

 12.
 ASSET
RETIREMENT OBLIGATIONS

 The
following is a reconciliation of the asset retirement obligations liability through December 31, 2023:

 Schedule of Asset Retirement Obligations Liability

 Asset retirement obligations – January 1, 2022

 $
 21,937

 1,092

 Estimated liabilities recorded

 223,837

 Asset retirement obligations – December 31, 2022

 $

 Accretion
 expense

 1,785

 Estimated
 liabilities recorded

 -

 Asset
 retirement obligations – December 31, 2023

 $

 248,651

 13.
 SUBSEQUENT
EVENTS

 On
January 23, 2024, Mr. McCabe loaned $1,000,000 to us, which was evidenced under a 0% Senior Unsecured Promissory Note effective as of
that date (the "McCabe Note"), which provided, among other things, that the loan will be due on February 28, 2025, with the
Company having the option to extend the loan by one additional year. The loan will bear interest at the rate of 0% per annum and will
be payable in one balloon payment of principal and interest on the maturity date. If we elect to extend the loan for one year, the loan
will continue to bear interest at the rate of 0% per annum and will be payable in one balloon payment of principal and interest on the
extended maturity date.

 On
February 29, 2024, CAPCO Holding, Inc., a Texas corporation ("Capco"), loaned us $2,000,000 under a 12% Secured Promissory
Note (the "Capco Note"), which provides, among other things, that the loan will be due in one year, with us having the option
to extend the loan by one additional year. The loan will bear interest at the rate of 12% per annum and will be payable in one balloon
payment of principal and interest on the maturity date. If we elect to extend the loan for one year, we must pay all accrued interest
for that first year, and thereafter, the loan will bear interest at a rate that is mutually agreeable to us and Capco, which rate will
not exceed 18% per annum, and will be payable in one balloon payment of principal and interest on the extended maturity date. As part
of the transaction, Gregory McCabe, our Chairman and Chief Executive Officer, entered into a Stock Pledge and Security Agreement with
Capco under which he pledged 250,000 of his shares of common stock of the Company to secure our obligations under the Capco Note. Further,
Mr. McCabe entered into a Subordination Agreement (the "Subordination Agreement") with Capco and us under which Mr. McCabe
agreed to subordinate all of the Company's indebtedness and obligations owed to Mr. McCabe to the Capco Note, under the terms and
conditions of the Subordination Agreement.

 Also
on February 29, 2024, we entered into a Consulting Agreement with an individual, under which the Consultant has agreed to provide analysis
and advisory services to us for consideration of $10,000 per month and the issuance to him of 500,000 shares of common stock, under the
terms and conditions of the Consulting Agreement.

 In
March 2024, we entered into and closed a Contribution Agreement with Wildcat Partners SPV, LLC, a Delaware limited liability company
("Wildcat"), under which Wildcat transferred to us 100% of the issued and outstanding membership interests in each of (a)
Wildcat Cowboy, LLC, a Texas limited liability company ("Cowboy"), (b) Wildcat Packer, LLC, a Texas limited liability company
("Packer"), (c) Wildcat Panther, LLC, a Texas limited liability company ("Panther") and (d) Wildcat Valentine,
LLC, a Texas limited liability company ("Valentine"). As consideration, we issued 2,500,000 shares of our common stock, under
the terms and conditions of the Contribution Agreement.

 The
accounting treatment of the stock issuance reported in our original filing of our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2024, for the Wildcat acquisition, was based on an independent valuation of our common stock, which valuation was used in recording
the subsequent sale of a portion of the assets acquired that initially resulted in a gain on sale of those assets of $618,502. After
subsequently reconsidering the valuation method alternatives for the basis of the stock issued, the cash received from the subsequent
sales was used to substitute for the independent valuation in recording of the sale of the assets. A restatement of the transaction will
be recorded in the Company's 10K for the year ended December 31, 2024 (not yet filed at the date of this report) having the effect
of reducing the gain on sale to $-0-.

 On
April 2, 2024, we entered into a Consulting Agreement with an individual, under which the Consultant has agreed to provide analysis and
advisory services to us for consideration of 100,000 shares of common stock.

 With
respect to Targgart v. Next Bridge Hydrocarbons Inc., on August 12, 2024 the case was transferred to the Northern District of
Texas. On September 9, 2024, plaintiffs filed an amended complaint that added a Section 12(a)(2) claim against the Company.
Defendants moved to dismiss the complaint, and on July 3, 2025, the Court granted that motion. Targgart has filed a notice of
appeal.

 On October 8, 2024, the Company received notice from University Lands that they would not be allowing the extension of the
Orogrande DDU agreement at its scheduled renewal date of December 31, 2024.

 F- 39

 Item
 9.

 Changes
 In and Disagreements with Accountants on Accounting and Financial Disclosure

 Not
applicable.

 Item
 9A.

 Controls
 and Procedures

 Evaluation
of Disclosure Controls and Procedures

 The
Company maintains disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act)
that are designed to ensure that information required to be disclosed in the Company's reports under the Exchange Act is recorded,
processed, and summarized and reported within the time periods specified in the SEC's rules and forms, and that such information
is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer,
as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control objectives. An evaluation of the effectiveness of the
design and operation of our disclosure controls and procedures as of the end of the period covered by this annual report on Form 10-K
was made under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial
Officer. For the restated years 2023 and 2022 disclosures included in this filing, acknowledgement was given to the impact of the restatement
matters, in turn, resulted in the need to restate 2023 and 2022. The extensive amount of additional work and time required resulted in
non-timely filing. Reference Explanatory Note and disclosures in Note 2 to the financial statements. Based upon this evaluation, our
Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (a) were not effective
to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is timely recorded, processed,
summarized and reported and (b) include, without limitation, controls and procedures designed to ensure that information required to
be disclosed by us in reports filed or submitted under the Exchange Act 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.

 Management's
Report on Internal Control over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined
in Exchange Act Rule 13a-15(f). Our 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 accounting
principles generally accepted in the United States of America. Our 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 our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and
expenditures are being made only in accordance with authorizations of management and our directors; and (iii) provide reasonable assurance
regarding prevention or timely detection of the unauthorized acquisition, use or disposition of assets that could have a material effect
on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 Management
has assessed the effectiveness of our internal control over financial reporting as of December 31, 2023, using the framework specified
in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). Based on such assessment, management has concluded that our internal control over financial reporting was not effective as of
December 31, 2023. The ineffectiveness of the Company's internal control over financial reporting was due to two material weaknesses
in its internal control over financial reporting identified by management: (i) an insufficient degree of segregation of duties among
the small number of accounting and financial reporting personnel, and (ii) a lack of a formalized and complete set of policy and procedure
documentation evidencing its system of internal controls over financial reporting. These factors led to certain adjustments which have
been reflected in our audited financial statements. Certain of these weaknesses may not be uncommon in a company of the company's
size due to personnel and financial limitations.

 It
should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance
that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions
about the likelihood of future events. Because of these and other inherent limitations of control systems, there is only the reasonable
assurance that our controls will succeed in achieving their goals under all potential future conditions.

 Changes
in Internal Control over Financial Reporting

 There
were no changes in our internal control over financial reporting during the quarter ended December 31, 2023 that materially affected
or are reasonably likely to materially affect our internal control over financial reporting.

 Item
 9B.

 Other
 Information

 None.

 PART
III

 Item
 14.

 Principal
 Accountant Fees and Services - Restated

 The
fees billed to us for the years ended December 31, 2023 and 2022 by our independent registered public accounting firm, M&K CPAS,
PLLC, are set forth below:

 Year Ended December 31 (5)

 2023

 2022

 Audit Fees (1)

 $
 70,250

 $
 89,300

 Audit Related Fees (2)

 Tax Fees (3)

 -

 -

 All Other Fees (4)

 24,500

 -

 Total Fees

 $
 94,750

 $
 89,300

 (1)
 Audit
fees represents the aggregate fees billed to us by M&K CPAS, PLLC, of Woodlands, Texas for professional services rendered for the
audit of our financial statements for the year ended December 31, 2022 and 2023, as restated.

 (2)
 Audit-related
fees represent fees billed for services rendered with respect to the fiscal years for assurance and related services that are reasonably
related to the performance of the audit or review of our financial statements, as restated, and are not reported under "Audit Fees".

 (3)
 Tax
fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice.

 (4)
 All
other 2023 fees consist of fees billed for consents and a comfort letter related to our registration statement on Form S-1 filed with
the SEC on August 28, 2024.

 (5)
 The
information presented in this table excludes the audit fees and audit-related fees billed for services rendered by our previous accounting
firm prior to the restatement of financial statements for the years ended December 31, 2022 and 2023, which are presented below:

 Year Ended December

 2023

 2022

 Audit Fees (a)

 $
 82,500

 $
 165,000

 Audit Related Fees (b)

 247,500

 -

 Tax Fees (c)

 -

 -

 All Other Fees (d)

 165,000

 -

 Total Fees

 $
 495,000

 $
 165,000

 (a)
 Audit
fees represent the aggregate fees billed to us by BF Borgers, CPA for professional services rendered for the audit of our financial statements
for the year ended December 31, 2022 and 2023, prior to the restatement.

 (b)
 Audit-related
fees represent fees billed for services rendered during the fiscal years for assurance and related services that are reasonably related
to the performance of the audit or review of our financial statements, prior to the restatement, and are not reported under "Audit
Fees".

 (c)
 Tax
fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice.

 (d)
 All
other 2023 fees consist of fees billed for auditor consents delivered with respect to registration statements on Form S-1 (File Nos.,
333-269366, 333-266143, and 333-273442) filed with the SEC.

 Pre-Approval
of Audit and Non-Audit Services

 The
Audit Committee's policy is to pre-approve all audit and permissible non-audit services provided by the independent registered
public accounting firm. These services may include audit services, audit related services, tax services and other services. Pre-approval
is detailed as to the particular service or category of service and is subject to a specific engagement authorization. The Audit Committee
requires the independent registered public accounting firm and management to report on the actual fees charged for each category of service
at Audit Committee meetings throughout the year.

the year, circumstances may arise when it becomes necessary to engage the independent registered public accounting firm for additional
services not contemplated in the original pre-approval. In those instances, the Audit Committee requires specific pre-approval authority
from the chairman of the Audit Committee, who must report on such approvals at the next scheduled Audit Committee meeting. All 2023 audit
and non-audit services provided by the independent registered public accounting firm were pre-approved by the Audit Committee.

 PART
IV

 Item
 15.

 Exhibits
 and Financial Statement Schedules

 (1)
 Financial
Statements—See the Index to Consolidated Financial Statements, together with the report thereon of M&K CPAS PLLC dated [ ],
2025 under Part II, Item 8 "Consolidated Financial Statements and Supplementary Data".

 (2)
 All
financial statement schedules are omitted because they are not applicable, or are immaterial or the required information is presented
in the consolidated financial statements or the related notes.

 (3)
 Exhibits.
The following exhibits to this Form 10-K/A are intended to supplement the exhibits listed and/or filed with the 2023 Original Filing.

 Exhibit

 Number

 Exhibit
 Description

 31.1

 Chief Executive Officer certification under Section 302 of the Sarbanes-Oxley Act of 2002.*

 31.2

 Chief Financial Officer certification under Section 302 of the Sarbanes-Oxley Act of 2002.*

 32.1

 Chief Executive Officer certification under Section 906 of the Sarbanes-Oxley Act of 2002.*

 32.2

 Chief Financial Officer certification under Section 906 of the Sarbanes-Oxley Act of 2002.*

 101.INS*

 101.SCH*

 101.CAL*

 101.LAB*

 101.PRE*

 101.DEF*

 104*

 *
 To
be filed herewith.

 SIGNATURES

to the requirements 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.

 NEXT
 BRIDGE HYDROCARBONS, INC.

 Date:
 September 15, 2025

 By:

 /s/ Gregory
 McCabe

 Gregory
 McCabe

 Chairman
 and Chief Executive Officer

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/ Gregory McCabe

 Chairman
 and Chief

 Gregory
 McCabe

 Executive
 Officer

September 15, 2025

 /s/ Roger Wurtele

 Roger
 Wurtele

 Chief
 Financial Officer

 September
 15, 2025

 /s/ Robert L. Cook

 Robert
 L. Cook

 Director

 September
 15, 2025

 /s/ Edward Pocock III

 Edward
 Pocock III

 Director

 September
 15, 2025