Circle Energy Inc.

08/03/2026 | Press release | Distributed by Public on 08/03/2026 12:32

Quarterly Report for Quarter Ending June 30, 2026 (Form 10-Q)

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

Management's Discussion and Analysis of Financial Condition and Results of Operations analyzes the major elements of our balance sheets and statements of operations. This section should be read in conjunction with our audited financial statements included in our Form 10-K filed for the year ended December 31, 2025 and our interim unaudited financial statements and accompanying notes to these financial statements contained herein.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this report may constitute "forward-looking statements" for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team's expectations, hopes, beliefs, intentions, or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words anticipate, believe, continue, could, estimate, expect, intends, may, might, plan, possible, potential, predict, project, should, would and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this report may include, for example, statements about:

•our ability to select appropriate oil and gas companies, project, or property;

•our expectations around the performance of a prospective target company, project, or property;

•our potential ability to obtain additional financing to completely fund our oil and gas projects;

•our pool of prospective target oil and gas companies, projects, or properties;

•our ability to consummate acquisitions due to the uncertainty resulting from the recent COVID-19 pandemic;

•the ability of our officers and directors to generate a number of potential target opportunities;

•our public securities' potential liquidity and trading;

•changes in the oil and gas industry;

•regulatory developments; or

•Factors affecting the economy or otherwise caused by war, terrorist attacks, severe weather conditions, climate change, supply chain delays, pandemic or other public health conditions, or similar events.

The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Overview

We were incorporated on December 7, 2021, as a Nevada company for the purpose of acting as an independent exploration and production company to engage in oil and natural gas development, production, acquisition, and exploration activities currently focused in Texas. We have acquired a 75% working interest in an 80-acre oil and gas lease located in Andrews County, Texas, and have entered into a joint venture agreement to explore the area of mutual interest surrounding the current lease for further acquisitions and development.

Results of Operations and Known Trends or Future Events

We are in our startup phase of operations and have not generated any revenues to date. Activities since inception include corporate organizational activities, our recently completed private offering, those activities necessary to prepare for the registration of shares for the selling stockholders, acquisition of our first oil and gas lease interest, and arrangements to expand operations in the current area of interest through a joint venture with a third party. We have incurred operating expenses related to legal and accounting services, and oil and gas lease acquisition costs. We expect to incur expenses to develop the oil and gas lease and anticipate increased expenses as a result of being a public company (for legal, financial reporting, accounting, and auditing compliance), as well as for due diligence expenses related to future oil and gas business growth. We expect our expenses to increase substantially as a result.

Three Months Ended June 30, 2026 Compared to the Three Months Ended June 30, 2025

Production, sales, production costs and production taxes. The Company does not currently have any producing wells and thus has no production, sales, production costs or production taxes nor has it ever had any to date.

Depreciation, depletion and amortization. We have no production and our current oil and gas properties thus are not yet subject to amortization. Further, we have no depreciable assets.

General and administrative expenses. General and administrative expenses were $10,857 for three months ended June 30, 2026, as compared to $20,219 for the same period of 2025. The largest costs during the period for both 2026 and 2025 were legal, accounting and transfer agent fees.

Net loss. The Company had net loss of $10,857 for three months ended June 30, 2026, as compared to $20,219 for the same period of 2025. This decrease in loss was the result of decreased general and administrative costs.

Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025

Production, sales, production costs and production taxes. The Company does not currently have any producing wells and thus has no production, sales, production costs or production taxes nor has it ever had any to date.

Depreciation, depletion and amortization. We have no production and our current oil and gas properties thus are not yet subject to amortization. Further, we have no depreciable assets.

General and administrative expenses. General and administrative expenses were $45,135 for six months ended June 30, 2026, as compared to $44,492 for the same period of 2025. The largest costs during the period for both 2026 and 2025 were legal, accounting and transfer agent fees.

Net loss. The Company had net loss of $45,135 for six months ended June 30, 2026, as compared to $44,492 for the same period of 2025. This decrease in loss was the result of decreased general and administrative costs.

Liquidity and Capital Resources

Management believes it has on hand sufficient cash resources to meet its material cash requirements for the next 12 months but will require further funding or other arrangements to commence extensive drilling operations or acquire further oil and gas interests. As discussed further below, management believes that through its resources and relationships, appropriate arrangements for required funding can be reasonably obtained. Mr. Rochford, one of our founders, paid $240,000 for his founder's shares in the Company. In addition, we received $264,000 in gross proceeds from the sale of shares of our common stock in a non-public offering of the shares. We have no capital commitments for expenditures, other than those existing under our current oil and gas lease. We anticipate primarily utilizing these funds to increase our acreage position adjacent to our initial acreage position. Any remaining funds would be used to cover the initial costs of drilling wells on the Company's existing lease, to seek drilling partners for the costs of the wells, and to secure additional oil and gas properties.

Under our current oil and gas lease, we are required to drill two wells on the property within three years from the lease date. If we fail to commence, drill or develop one or both of the wells within the three-year period, the undrilled tract or tracts will automatically revert to the lessor.

Before commencing development activity, management first intends to increase our acreage position adjacent to our initial acreage position. Once this process is complete, we can determine how best to proceed, particularly as it relates to whether we would drill vertically or horizontally. The amount and configuration of the acreage will determine whether to implement vertical or horizontal drilling.

If the Company is not successful in adding additional acreage, we would proceed with developing our initial acreage, beginning with the drilling of the two vertical wells as required by the current oil and gas lease. Each of these wells would cost approximately $750,000 to drill and complete. To fund this drilling, the Company would likely enter into agreements with industry partners who would provide funding in return for a portion of the working interest in the wells. Management has not yet entered into any agreements but has had extended conversations with those industry partners regarding potential participation in the drilling. These discussions have concluded with positive indications that they would wish to participate and so the required funding would be available, although there can be no assurance financing will be available on acceptable terms. In the alternative, management may seek funding through the sale of equity in the Company after the Common Stock commences trading, if ever.

Cash Flows. We had no cash inflows during either of the six-month periods ended June 30, 2026 or 2025. During the six months ended June 30, 2026, we had cash outflow of $31,912 from operating activities as compared to cash outflow from operations of $27,139 for the same period of 2025. During the six months ended June 30, 2025, we had cash outflow from investing activities of $5,000 with no similar cash outflows in 2026. As of June 30, 2026, we had cash on hand of $79,289 and working capital of $80,128, as compared to cash on hand of $111,201 and working capital of $125,263 as of December 31, 2025.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements, and it is not anticipated that the Company will enter into any off-balance sheet arrangements.

Circle Energy Inc. published this content on August 03, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on August 03, 2026 at 18:32 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]