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

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act

~~APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY~~
~~PROCEEDINGS DURING THE PRECEDING FIVE YEARS~~

~~Check whether~~State the ~~registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d)~~aggregate market value of the ~~Exchange Act after~~voting and non-voting common equity held by non-affiliates: $6,617,082 based on 68,217,338 non affiliate shares outstanding at $0.097 per share, which is the ~~distribution~~average closing price of ~~securities under a plan confirmed by a court.~~

~~APPLICABLE ONLY TO CORPORATE ISSUERS~~the common shares as of the last business day of the registrant’s most recently completed second fiscal quarter.

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

~~26,497,818~~ As of October 25, 2022, the issuer had 87,509,357 common shares issued and ~~outstanding as of November 30, 2016.~~outstanding.

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

We were incorporated on December 11, 2006, under the laws of the State of Nevada.

We were originally a company involved in the placing of strength testing amusement gaming machines called Boxers in venues such as bars, pubs and nightclubs in the Seattle area, in the State of Washington. We acquired one Boxer that had been placed in Lynnwood, Washington. However, the machine was de-commissioned as it needed material repairs. We were not able to secure sufficient capital for these repairs and our management decided to change our business focus to on oil and gas and mineral exploration. On July 12, 2013, the stockholders approved an amendment to change the name of the Company from Punchline Resources Ltd. to Northern Mineral & Exploration Ltd. FINRA approved the name change on August 13, 2013.

~~Coleman County,~~Northern Minerals & Exploration Ltd. (the “Company”) is an emerging natural resource company operating in oil and gas production in central Texas ~~– Three well rework/re-completion project~~and exploration for gold and silver in northern Nevada.

On ~~October 14, 2014, we entered into an agreement to acquire~~November 22, 2017, the Company created a ~~75% working interest~~wholly owned subsidiary, Kathis Energy LLC (“Kathis”), a duly formed Limited Liability Company formed in the ~~J.E. Richey lease. This lease area has six known productive formations. The existing three wells on~~State of Texas, for the ~~lease are fully equipped. Beginning in May 2015 we started~~purpose of conducting ~~operations on the three wells to place them back into production. The rework/re-completion was completed on July 28, 2015 and production of~~ oil and gas ~~was established. For additional information on the Coleman County, Texas – Three well rework/re-completion project - See ITEM 2 PROPERTIES.~~

~~On July 7, 2014, we acquired a 75% working interest~~drilling programs in the Isenhower lease. The Isenhower lease has three fully equipped wells completed in the Cook Sandstone at approximately 500 feet. The lease also has one approved water injection well and eight potential undrilled locations. Our plan is to rework all three of the wells to place them back into production and drill new wells to fully develop the acreage. No work was conducted during the fiscal year. Terms are being negotiated for addition time to perform the terms of the agreement. As of the date of this report no definitive terms have been reached. For additional information on the Callahan County, Texas Shallow Oil Project - See ITEM 2 PROPERTIES.

On July 7, 2014, we acquired a 60% working interest in the J. Morgan lease. The J. Morgan lease is located in an area with multiple formations that are known to be oil and gas productive. No work was conducted during the fiscal year. Terms are being negotiated for addition time to perform the terms of the agreement. As of the date of this report no definitive terms have been reached. For additional information on the Callahan County, Texas – Mississippi Project - See ITEM 2 PROPERTIES.

~~During the fiscal year the Company acquired the Olson lease covering 160 acres in Jones County,~~ Texas. This lease is 1.5 miles from the Strand Palo Pinto Reef Field which was discovered in 1940 and has produced 1,700,000 barrels of oil from 8 wells or 212,500 barrels of oil per well. The structure map on the Palo Pinto shows a large buildup in the Palo Pinto Reef across the southern portion of the lease. The Guinn #1 Olson well is 90’ high to a well 1000’ to the southeast and 42’ high to a well 1,150’ to the northwest. The Guinn well had a show and a tremendous buildup in the Palo Pinto Reef. The structural buildup and reef buildup across the acreage and close similarities to the Strand Field make this a very good prospect. For additional information on the Jones County, Texas project - See ITEM 2 PROPERTIES.

On ~~September~~December 14, ~~2012, our company entered into an option agreement (as amended~~2017, Kathis Energy, LLC and ~~restated on November 15, 2012, February~~other Limited Partners, created Kathis Energy Fund 1, ~~2013 and August 26, 2013)~~LP, a duly formed Limited Partnership formed in the State of Texas, created for the purpose of raising funds from investors for its drilling projects. There was no activity with AHL Holdings Ltd., a Nevada corporation, and Golden Sands Exploration Inc., a company incorporated under the laws of British Columbia, Canada, wherein we acquired an option to purchase a revised 80% interest in and to certain mining claims from AHL Holdings and Golden Sands, which claims form the Winnemucca Mountain Property in Humboldt County, Nevada. This Winnemucca Mountain property is currently comprised of 208 unpatented mining claims covering an area of approximately 3,800 acres.Kathis Energy, LLC during 2021 fiscal year.

~~The aggregate cash fee payable to exercise~~On May 7, 2018, the ~~option~~Company created a wholly owned subsidiary, ENMEX Operations LLC (“ENMEX”), a duly formed Limited Liability Company in the State of Quintana Roo, Mexico for the purpose of conducting business in Mexico in prospective real estate development projects. There has been ~~increased~~no activity from ~~$1,715,000~~inception to $1,755,000 and the total number of common shares issuable to exercise the option has been increased from 100,000 to 2,100,000. Lastly, the amended and restated agreement provides that AHL Holdings may elect to receive shares of our common stock in lieu of any cash payments payable pursuant to the agreement at a 75% discount to the then current closing market price.date.

~~Effective July 30, 2014, we entered into amended and restated option agreement with AHL Holdings and Golden Sands~~that materially modifies and replaces the terms of the original option agreement (as amended last on August 26, 2013). No work was conducted on the property during the current fiscal year. Subsequent to July 31, 2016 the Company was negotiating to amend its option agreement with AHL Holdings and Golden Sands. For additional information see ITEM 2 PROPERTIES.Current Business

We are a mineral resource exploration company. We compete with other mineral resource exploration companies for financing and for the acquisition of new mineral properties. Many of the mineral resource exploration companies with whom we compete have greater financial and technical resources than those available to us. Accordingly, these competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford more geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration. This competition could adversely impact on our ability to finance further exploration and to achieve the financing necessary for us to develop our mineral properties.

The operation of mines is governed by both federal and state laws. The Empress Property and the Winnemucca Property are administered by the United States Department of Interior, Bureau of Land Management (“BLM”) in Nevada. In general, the federal laws that govern mining claim location and maintenance and mining operations on Federal Lands, including the Empress Property and Winnemucca Property, are administered by the BLM. Additional federal laws, such as those governing the purchase, transport or storage of explosives, and those governing mine safety and health, also apply.

The State of Nevada likewise requires various permits and approvals before mining operations can begin, although the state and federal regulatory agencies usually cooperate to minimize duplication of permitting efforts. Among other things, a detailed reclamation plan must be prepared and approved, with bonding in the amount of projected reclamation costs. The bond is used to ensure that proper reclamation takes place, and the bond will not be released until that time. The Nevada Division of Environmental Protection (NDEP) is the state agency that administers the reclamation permits, mine permits and related closure plans on the project. Local jurisdictions may also impose permitting requirements, such as conditional use permits or zoning approvals.

~~Mining activities at the Properties are also subject to various environmental laws, both federal and state, including but not limited to the federal~~~~National Environmental Policy Act~~,~~CERCLA~~~~(as defined below), the~~~~Resource Recovery and Conservation Act~~~~, the~~~~Clean Water Act~~~~, the~~~~Clean Air Act~~~~and the~~~~Endangered Species Act~~, and certain Nevada state laws governing the discharge of pollutants and the use and discharge of water. Various permits from federal and state agencies are required under many of these laws. Local laws and ordinances may also apply to such activities as waste disposal, road use and noise levels.

We are committed to fulfilling our requirements under applicable environmental laws and regulations. These laws and regulations are continually changing and, as a general matter, are becoming more restrictive. Our policy is to conduct our business in a manner that safeguards public health and mitigates the environmental effects of our business activities. To comply with these laws and regulations, we have made, and in the future may be required to make, capital and operating expenditures.

~~The~~~~Comprehensive Environmental Response, Compensation, and Liability Act of 1980~~, as amended (CERCLA), imposes strict, joint, and several liability on parties associated with releases or threats of releases of hazardous substances. Liable parties include, among others, the current owners and operators of facilities at which hazardous substances were disposed or released into the environment and past owners and operators of properties who owned such properties at the time of such disposal or release. This liability could include response costs for removing or remediating the release and damages to natural resources. We are unaware of any reason why our properties would currently give rise to any potential liability under CERCLA. We cannot predict the likelihood of future liability under CERCLA with respect to our properties or surrounding areas that have been affected by historic mining operations.

~~Under the~~~~Resource Conservation and Recovery Act~~(RCRA) and related state laws, mining companies may incur costs for generating, transporting, treating, storing, or disposing of hazardous or solid wastes associated with certain mining-related activities. RCRA costs may also include corrective action or clean up costs.

Mining operations may produce air emissions, including fugitive dust and other air pollutants, from stationary equipment, such as crushers and storage facilities, and from mobile sources such as trucks and heavy construction equipment. All of these sources are subject to review, monitoring, permitting, and/or control requirements under the federal~~Clean Air Act~~and related state air quality laws. Air quality permitting rules may impose limitations on our production levels or create additional capital expenditures in order to comply with the permitting conditions. Under the federal~~Clean Water Act~~and delegated state water-quality programs, point-source discharges into “Waters of the State” are regulated by the National Pollution Discharge Elimination System (NPDES) program. Section 404 of the~~Clean Water Act~~regulates the discharge of dredge and fill material into “Waters of the United States,” including wetlands. Stormwater discharges also are regulated and permitted under that statute. All of those programs may impose permitting and other requirements on our operations.

~~The~~~~National Environmental Policy Act~~(NEPA) requires an assessment of the environmental impacts of “major” federal actions. The “federal action” requirement can be satisfied if the project involves federal land or if the federal government provides financing or permitting approvals. NEPA does not establish any substantive standards. It merely requires the analysis of any potential impact. The scope of the assessment process depends on the size of the project. An “Environmental Assessment” (EA) may be adequate for smaller projects. An “Environmental Impact Statement” (EIS), which is much more detailed and broader in scope than an EA, is required for larger projects. NEPA compliance requirements for any of our proposed projects could result in additional costs or delays.

~~The~~~~Endangered Species Act~~(ESA) is administered by the U.S. Fish and Wildlife Service of the U.S. Department of Interior. The purpose of the ESA is to conserve and recover listed endangered and threatened species and their habitat. Under the ESA, “endangered” means that a species is in danger of extinction throughout all or a significant portion of its range. The term “threatened” under such statute means that a species is likely to become endangered within the foreseeable future. Under the ESA, it is unlawful to “take” a listed species, which can include harassing or harming members of such species or significantly modifying their habitat. We currently are unaware of any endangered species issues at our projects that would have a material adverse effect on our operations. Future identification of endangered species or habitat in our project areas may delay or adversely affect our operations.

U.S. federal and state reclamation requirements often mandate concurrent reclamation and require permitting in addition to the posting of reclamation bonds, letters of credit or other financial assurance sufficient to guarantee the cost of reclamation. If reclamation obligations are not met, the designated agency could draw on these bonds or letters of credit to fund expenditures for reclamation requirements. Reclamation requirements generally include stabilizing, contouring and re-vegetating disturbed lands, controlling drainage from portals and waste rock dumps, removing roads and structures, neutralizing or removing process solutions, monitoring groundwater at the mining site, and maintaining visual aesthetics. We are committed to maintaining all of our financial assurance and reclamation obligations.

We believe that we are currently in compliance with the statutory and regulatory provisions governing our operations. We hold or will hold all necessary permits and other authorizations to the extent that our current or future claims and the associated operations require them. During the initial phases of our exploration program there will not be any significant disturbances to the land or environment and hence, no government approval is required.

However, we may do business and own properties in a number of different geographical areas and are therefore subject to the jurisdictions of a large number of different authorities at different countries. We plan to comply with all statutory and regulatory provisions governing our current and future operations. However, these regulations may increase significant costs of compliance to us, and regulatory authorities also could impose administrative, civil and criminal penalties for non-compliance. At this time, it is not possible to accurately estimate how laws or regulations would impact our future business. We also can give no assurance that we will be able to comply with future changes in the statutes and regulations.

As we do not know the extent of the exploration program that we will be undertaking, we cannot estimate the cost of the remediation and reclamation that will be required. Hence, it is impossible at this time to assess the impact of any capital expenditures on earnings or our competitive position in the event that a potentially economic deposit is discovered.

If we are successful in identifying a commercially viable ore body and we are able to enter into commercial production, due to the increased environmental impact, the cost of complying with permit and environmental laws will be greater than in the previous phases.

We are not aware of any material violations of environmental permits, licenses or approvals that have been issued with respect to our operations. We expect to comply with all applicable laws, rules and regulations relating to our business, and at this time, we do not anticipate incurring any material capital expenditures to comply with any environmental regulations or other requirements.

While our intended projects and business activities do not currently violate any laws, any regulatory changes that impose additional restrictions or requirements on us or on our potential customers could adversely affect us by increasing our operating costs or decreasing demand for our products or services, which could have a material adverse effect on our results of operations.

The petroleum industry is highly competitive. Many of the oil and gas exploration companies with whom we compete have greater financial and technical resources than we do. Accordingly, these competitors may be able to spend greater amounts on acquisitions of properties of merit and on exploration. In addition, they may be able to afford greater geological expertise in the targeting and exploration of resource properties. This competition could result in our competitors having resource properties of greater quality and interest to prospective investors who may finance additional exploration, and to senior exploration companies that may purchase resource properties or enter into joint venture agreements with junior exploration companies. This competition could adversely impact our ability to finance property acquisitions and further exploration.

We compete with other exploration and early stage operating companies for financing from a limited number of investors prepared to make investments in junior companies exploring for conventional and unconventional oil and gas resources. The presence of competing oil and gas exploration companies, both major and independent, may impact our ability to raise additional capital in order to fund our exploration programs if investors are of the view that investments in competitors are more attractive based on the merit of the properties under investigation, and the price of the investment offered to investors.

Our business is affected by numerous laws and regulations, including energy, environmental, conservation, tax and other laws and regulations relating to the oil and natural gas industry. We have developed internal procedures and policies to ensure that our operations are conducted in full and substantial environmental regulatory compliance.

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

We believe that our operations comply in all material respects with applicable laws and regulations and that the existence and enforcement of such laws and regulations have no more restrictive an effect on our operations than on other similar companies in the oil and natural gas industry.

In the US, historically, the sale of natural gas in interstate commerce has been regulated pursuant to the Natural Gas Act of 1938, or the NGA, the Natural Gas Policy Act of 1978, or the NGPA, and regulations promulgated thereunder by the Federal Energy Regulatory Commission, or the FERC. In 1989, Congress enacted the Natural Gas Wellhead Decontrol Act, or the Decontrol Act. The Decontrol Act removed all NGA and NGPA price and non-price controls affecting wellhead sales of natural gas effective January 1, 1993 and sales by producers of natural gas are uncontrolled and can be made at market prices. The natural gas industry historically has been heavily regulated and from time to time proposals are introduced by Congress and the FERC and judicial decisions are rendered that impact the conduct of business in the natural gas industry. We cannot assure you that the less stringent regulatory approach recently pursued by the FERC and Congress will continue.

In the US, sales of crude oil, condensate and natural gas liquids are not regulated and are made at negotiated prices. Effective January ~~1,1995,~~1, 1995, the FERC implemented regulations establishing an indexing system for transportation rates for oil that allowed for an increase in the cost of transporting oil to the purchaser.

The royalty regime is a significant factor in the profitability of oil, natural gas and natural gas liquids production. In the US, all royalties are determined by negotiations between the mineral owner and the lessee.

Like the oil and natural gas industry in general, our properties are subject to extensive and changing federal, state and local laws and regulations designed to protect and preserve natural resources and the environment. The recent trend in environmental legislation and regulation in the oil and natural gas industry is generally toward stricter standards, and this trend is likely to continue. These laws and regulations often require a permit or other authorization before construction or drilling commences and for certain other activities; limit or prohibit access, especially in wilderness areas with endangered or threatened plant or animal species; impose restrictions on construction, drilling and other exploration and production activities; regulate air emissions, wastewater and other production and waste streams from our operations; impose substantial liabilities for pollution that may result from our operations; and require the reclamation of certain lands.

The permits required for many of our operations are subject to revocation, modification and renewal by issuing authorities. Governmental authorities have the power to enforce compliance with their regulations, and violations are subject to fines, compliance orders, and other enforcement actions. We are not aware of any material noncompliance with current applicable environmental laws and regulations, and we have no material commitments for capital expenditures to comply with existing environmental requirements, however, given the complex regulatory requirements applicable to our operations, and the rapidly changing nature of environmental laws in our industry, we cannot predict our future exposure concerning such matters, and our future costs to achieve compliance, or remedy potential violations, could be significant. Our operations require permits and are regulated under environmental laws, and current or future noncompliance with such laws, as well as changes to existing laws or interpretations thereof, could have a significant impact on us, as well as the oil and natural gas industry in general.

The federal Comprehensive Environmental Response, Compensation and Liability Act and comparable state laws may impose strict and joint and several liability on owners and operators of contaminated sites and on persons who disposed of or arranged for the disposal of hazardous substances found at such sites. Under these and other laws, the government, neighboring landowners and other third parties may recover the costs of responding to soil and groundwater contamination and threatened releases of hazardous substances, and seek recovery for related natural resources damages, personal injury and property damage. Some of our properties have been used for exploration and production activities for a number of years by third parties, and such properties could result in unknown cleanup liabilities for us.

The federal Resource Conservation and Recovery Act (the "RCRA") and comparable state statutes govern the management, storage, treatment and disposal of solid waste and hazardous waste and authorize imposition of substantial fines and penalties for noncompliance. Although RCRA classifies certain oil field wastes as "non-hazardous" (for example, the waters produced from hydraulic fracturing operations), such wastes could be reclassified as hazardous wastes in the future, thereby making them subject to more stringent handling and disposal requirements which could have a material impact on us.

The federal Clean Water Act (the "CWA"), the federal Safe Drinking Water Act (the "SWDA") and analogous state laws restrict the discharge of wastewater and other pollutants into surface waters or underground wells and the construction of facilities in wetland areas without a permit. Federal regulations also require certain owners or operators of facilities that store or otherwise handle oil, such as us, to prepare and implement spill prevention, control countermeasure and response plans relating to the possible discharge of oil into surface waters. In addition, the Oil Pollution Act (the ~~"OPA ")~~"OPA") contains numerous requirements relating to the prevention of and response to oil spills into waters of the United States. For onshore and offshore facilities that may affect waters of the United States, the OPA requires an operator to demonstrate financial responsibility. Regulations are currently being developed or considered under federal and state laws concerning oil pollution prevention and other matters that may impose additional regulatory burdens on us.

These and similar state laws also govern the management and disposal of produced waters from the extraction process. Currently, wastewater associated with oil and natural gas production is prohibited from being directly discharged to waterways and other waters of the U.S. While some of the wastewater is reused or re-injected, a significant amount still requires proper disposal. As a result, some wastewater is transported to third-party treatment plants. In October 2011, citing concerns that third-party treatment plants may not be properly equipped to handle wastewater from shale gas operations, the United States Environmental Protection Agency (the "EPA") announced that it will consider federal pre-treatment standards for these wastewaters. We cannot predict the EPA's future actions in this regard, but future regulation of our produced waters or other waste streams could have a material impact on us.

The federal Clean Air Act ("CAA") imposes permit requirements and operational restrictions on certain sources of emissions used in our operations. In July 2011, the EPA published proposed New Source Performance Standards ("NSPS") and National Emissions Standards for Hazardous Air Pollutants ("NESHAPs") that would, if adopted, amend existing NSPS and NESHAP standards for oil and natural gas facilities and create new NSPS standards for oil and natural gas production, transmission and distribution facilities. Importantly, these standards would include standards for hydraulically fractured wells. The standards would apply to newly drilled and fractured wells as well as existing wells that are refractured. A court has directed the EPA to issue final rules by April 1, 2012. In a report issued in late 2011, the Shale Gas Production Subcommittee of the Department of Energy (the "DOE Shale Gas Subcommittee") called on the EPA to complete the rulemaking quickly and recommended expanding the shale gas emission sources to be covered by the new rules. The DOE Shale Gas Subcommittee also encouraged states to take similar action, and included several other recommendations for studying and reducing air emissions from shale gas production activities. Because the EPA's regulations have not yet been finalized, we cannot at this time predict the impact they may have on our financial condition or results of operation.

The issue of climate change has received increasing regulatory attention in recent years. The EPA has issued regulations governing carbon dioxide, methane and other greenhouse gas ("GHG") emissions citing its authority under the CAA Several of these regulations have been challenged in litigation that is currently pending before the federal D.C. Circuit Court of Appeals. In December 2011, the EPA issued amendments to a final rule issued in 2010 requiring reporting of GHG emissions from the oil and natural gas industry. Under this rule, we are obligated to report to the EPA certain GHG emissions from our operations. We do not expect that the costs of this new reporting will be material to us. In a late 2011 report, the DOE Shale Gas Subcommittee recommended that the EPA expand reporting requirements for GHG emissions from shale gas emission sources and include methane in reporting requirements. More generally, several proposals to regulate GHG emissions have been proposed in the U.S. Congress, and various states have taken steps to regulate GHG emissions. The adoption and implementation of regulations or legislation imposing restrictions or other regulatory obligations on emissions of GHGs from oil and natural gas operations could require us to obtain permits or allowances for our GHG emissions, install new pollution controls, increase our operational costs, limit our operations or adversely affect demand for the oil and natural gas produced from our lands.

Our industry uses hydraulic fracturing to recover oil and natural gas in deep shale and other previously inaccessible subsurface geological formations. Hydraulic fracturing (or "fracking") is a process to significantly increase production in drilled wells by creating or expanding cracks, or fractures, in underground formations by injecting water, sand and other additives into formations at high pressures. Like others in our industry, we may use this process as a means to increase the productivity of our wells. Although hydraulic fracturing has been an accepted practice in the oil and natural gas industry for many years, its use has dramatically increased in the last decade, and concerns over its potential environmental effects have received increasing attention from regulators and the public.

Under the Safe Drinking Water Act ("SDWA"), the EPA is prohibited from regulating the injection of fracking fluids through its underground injection control program, except in limited circumstances (for example, the EPA has asserted that it has authority to regulate when diesel is a component of the fluids). Waters produced from fracking operations must be disposed of in accordance with federal and state regulations. As discussed above, the EPA has announced an intention to propose pre-treatment standards for produced waters that are to be disposed of at third-party wastewater treatment plants. Separately, the EPA is studying the effects of fracking on drinking water as a result of Congressional and public concern over fracking's potential to impact groundwater supplies, and the EPA has indicated that it expects to issue its findings later this year.

In that regard, the EPA recently issued a study indicating that contamination may have resulted from certain fracking operations in Wyoming. The operator of the wells has challenged the EPA's findings, contending that other activities may be to blame for contaminated groundwater in the area, but the EPA's findings can be expected to draw increased attention to potential groundwater impacts from fracking. In late 2011, the DOE Shale Gas Subcommittee recommended further study and coordination of federal, state and local efforts to determine and monitor potential groundwater impacts from fracking activities.

Other federal agencies, including the DOE, the Department of Interior, and the US Congress, are also investigating the potential impacts of fracking. In addition, bills have been introduced in the US. Congress to amend the SWDA to allow the EPA to regulate the injection of fracking fluids, which could require our and similar operations to meet federal permitting and financial assurance requirements, adhere to certain construction and testing specifications, fulfill monitoring, reporting, and recordkeeping obligations, and meet plugging and abandonment requirements. In addition, the federal Bureau of Land Management is developing draft regulations that would require companies drilling on federal land to disclose details of chemical additives, test the integrity of wells and report on water use and waste management. In November 2011, the EPA announced that it would solicit public input on possible reporting requirements for chemicals used in fracking under the authority of the federal Toxic Substances Control Act.

States, which traditionally have been the primary regulators of exploration and production wells, are also considering or have recently adopted, or may in the future adopt, additional regulations governing fracking activities. For example, North Dakota recently adopted regulations, effective April 1, 2012, to require disclosure of the chemical components of hydraulic fracturing fluids. We believe that compliance with any new reporting requirements will not have a material adverse impact on us. Nonetheless, these disclosures could make it easier for third parties who oppose fracking to initiate legal proceedings based on allegations that chemicals used in fracking could contaminate groundwater.

In addition, concerns have been raised about the potential for fracking to cause earthquakes through the disposal of produced waters into Class II underground injection control ("UIC"). The EPA's current regulatory requirements for such wells do not require the consideration of seismic impacts when issuing permits. Some environmentalists have asked the EPA to consider reversing an exemption that excludes such wastewaters from hazardous waste rules, which would subject the wastes to more stringent management and disposal requirements. We cannot predict the EPA's future actions in this regard. Certain states, such as Ohio, where earthquakes have been alleged to be linked to fracking activities, have proposed regulations that would require mandatory reviews of seismic data and related testing and monitoring as part of the future permitting process for UIC wells. In addition, certain other states, including New York, New Jersey and Vermont have sought to place moratoria on fracking or subject it to more stringent permitting and well construction and testing requirements. Additionally, several cities in the State of Colorado voted in November 2013 to ban or restrict fracking activities within their city limits.

We have not incurred any research and development expenditures over the past two fiscal years.

As of July 31, ~~2016~~2022, we do not have any employees. Our three officers, ~~Roger Autrey, Howard Siegel~~Ivan Webb, Noel Schaefer and ~~Ivan Webb~~Rachel Boulds act as consultants. Mr. Autrey was appointed Secretary on September 19, 2013. Mr. Siegel was appointed as a director on April 23, 2014. Mr. Siegel was appointed as President, Chief Executive Officer, Chief Financial Officer, and Treasurer on April 24, 2014. Mr. Webb was appointed as Vice President and a director on March 16, 2015.

We engage contractors from time to time to consult with us on specific corporate affairs or to perform specific tasks in connection with our exploration programs.

~~We have a limited operating history with significant losses and expect losses to continue for the foreseeable future.~~

We have yet to establish any history of profitable operations. As at July 31, 2016, we have an accumulated deficit of $1,002,485 and total stockholders’ equity of $217,165. We began generating revenues in October 2015. We expect that our revenues will not be sufficient to sustain our operations for the foreseeable future. Our profitability will require our investments in oil and gas properties to become cash flow positive and/or the successful commercialization of our mining properties. We may not be able to successfully obtain a positive cash flow from our oil and gas investments or through commercializing our mining properties or ever become profitable.

There is doubt about our ability to continue as a going concern due to recurring losses from operations, accumulated deficit and insufficient cash resources to meet our business objectives, all of which means that we may not be able to continue operations.

Our independent auditors have added an explanatory paragraph to their audit opinion issued in connection with the financial statements for the years ended July 31, 2016 and 2015, respectively, with respect to their doubt about our ability to continue as a going concern. As discussed in Note 1 to our financial statements for the year ended July 31, 2016, we have generated operating losses since inception, and our cash resources are insufficient to meet our planned business objectives, which together raises doubt about our ability to continue as a going concern.

~~We may not be able to secure additional financing to meet our future capital needs due to changes in general economic conditions.~~

We anticipate needing significant capital to conduct further exploration and development needed to bring our existing oil and gas and mining properties into production and/or to continue to seek out appropriate joint venture partners or buyers for certain mining properties. We may use capital more rapidly than currently anticipated and incur higher operating expenses than currently expected, and we may be required to depend on external financing to satisfy our operating and capital needs. We may need new or additional financing in the future to conduct our operations or expand our business. Any sustained weakness in the general economic conditions and/or financial markets in the United States or globally could adversely affect our ability to raise capital on favorable terms or at all. From time to time we have relied, and may also rely in the future, on access to financial marketsare a smaller reporting company as a source of liquidity to satisfy working capital requirements and for general corporate purposes. We may be unable to secure debt or equity financing on terms acceptable to us, or at all, at the time when we need such funding. If we do raise funds by issuing additional equity or convertible debt securities, the ownership percentages of existing stockholders would be reduced, and the securities that we issue may have rights, preferences or privileges senior to those of the holders of our common stock or may be issued at a discount to the market price of our common stock which would result in dilution to our existing stockholders. If we raise additional funds by issuing debt, we may be subject to debt covenants, which could place limitations on our operations including our ability to declare and pay dividends. Our inability to raise additional funds on a timely basis would make it difficult for us to achieve our business objectives and would have a negative impact on our business, financial condition and results of operations.

Our properties are in the exploration stage. There is no assurance that we can establish the existence of any mineral resource on any of our properties in commercially exploitable quantities. Until we can do so, we can earn very little revenues from operations and if we do not do so we will lose all of the funds that we expend on exploration. If we do not discover any mineral resource in a commercially exploitable quantity, our business could fail.

Despite exploration work on our mineral properties, we have not established that our properties have sufficient mineral reserve to justify a mining operation, and there can be no assurance that we will be able to do so. If we do not, our business could fail.

~~A mineral reserve is~~ defined by ~~the Securities and Exchange Commission in its Industry Guide 7 (which can be viewed over the Internet athttp://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7~~) as that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. The probability of an individual prospect ever having a "reserve" that meets the requirementsRule 12b-2 of the Securities Exchange Act of 1934 and, ~~Exchange Commission's Industry Guide 7 is extremely remote; in all probability our mineral resource properties do~~as such, are not ~~contain any 'reserve' and any funds that we spend on exploration will probably be lost.~~required to provide the information under this Item.

Even if we do eventually discover a mineral reserve on any of our properties, there can be no assurance that we will be able to develop any of our properties into a producing mine and extract those resources. Both mineral exploration and development involve a high degree of risk and few properties which are explored are ultimately developed into producing mines.Item 1B. UNRESOLVED STAFF COMMENTS

The commercial viability of an established mineral deposit will depend on a number of factors including, by way of example, the size, grade and other attributes of the mineral deposit, the proximity of the resource to infrastructure such as a smelter, roads and a point for shipping, government regulation and market prices. Most of these factors will be beyond our control, and any of them could increase costs and make extraction of any identified mineral resource unprofitable.None.

Mineral operations are subject to applicable law and government regulation. Even if we discover a mineral resource in a commercially exploitable quantity, these laws and regulations could restrict or prohibit the exploitation of that mineral resource. If we cannot exploit any mineral resource that we might discover on any of our properties, our business may fail.

Both mineral exploration and extraction require permits from various foreign, federal, state, provincial and local governmental authorities and are governed by laws and regulations, including those with respect to prospecting, mine development, mineral production, transport, export, taxation, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. There can be no assurance that we will be able to obtain or maintain any of the permits required for the continued exploration of our mineral properties or for the construction and operation of a mine on our properties at economically viable costs. If we cannot accomplish these objectives, our business could fail.

We believe that we are in compliance with all material laws and regulations that currently apply to our activities but there can be no assurance that we can continue to remain in compliance. Current laws and regulations could be amended and we might not be able to comply with them, as amended. Further, there can be no assurance that we will be able to obtain or maintain all permits necessary for our future operations, or that we will be able to obtain them on reasonable terms. To the extent such approvals are required and are not obtained, we may be delayed or prohibited from proceeding with planned exploration or development of our mineral properties.

If we establish the existence of a mineral resource on any of our properties in a commercially exploitable quantity, we will require additional capital in order to develop the property into a producing mine. If we cannot raise this additional capital, we will not be able to exploit the resource, and our business could fail.

If we do discover mineral resources in commercially exploitable quantities on any of our properties, we will be required to expend substantial sums of money to establish the extent of the resource, develop processes to extract it and develop extraction and processing facilities and infrastructure. Although we may derive substantial benefits from the discovery of a major deposit, there can be no assurance that any discovered resource will be large enough to justify commercial operations, nor can there be any assurance that we will be able to raise the funds required for development on a timely basis. If we cannot raise the necessary capital or complete the necessary facilities and infrastructure, our business may fail.

Mineral exploration and development is subject to extraordinary operating risks. We do not currently insure against these risks. In the event of a cave-in or similar occurrence, our liability may exceed our resources, which would have an adverse impact on our company.

Mineral exploration, development and production involve many risks which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Our operations will be subject to all the hazards and risks inherent in the exploration for mineral resources and, if we discover a mineral resource in commercially exploitable quantity, our operations could be subject to all of the hazards and risks inherent in the development and production of resources, including liability for pollution, cave-ins or similar hazards against which we cannot insure or against which we may elect not to insure. Any such event could result in work stoppages and damage to property, including damage to the environment. We do not currently maintain any insurance coverage against these operating hazards. The payment of any liabilities that arise from any such occurrence would have a material adverse impact on our company.

We expect to derive revenues, if any, either from the sale of our mineral resource properties or from the extraction and sale of ore. The price of those commodities has fluctuated widely in recent years, and is affected by numerous factors beyond our control, including international, economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities and increased production due to new extraction developments and improved extraction and production methods. The effect of these factors on the price of base and precious metals, and therefore the economic viability of any of our exploration properties and projects, cannot accurately be predicted.

The mining industry is highly competitive and there is no assurance that we will continue to be successful in acquiring mineral claims. If we cannot continue to acquire properties to explore for mineral resources, we may be required to reduce or cease operations.

The mineral exploration, development, and production industry is largely un-integrated. We compete with other exploration companies looking for mineral resource properties. While we compete with other exploration companies in the effort to locate and acquire mineral resource properties, we will not compete with them for the removal or sales of mineral products from our properties if we should eventually discover the presence of them in quantities sufficient to make production economically feasible. Readily available markets exist worldwide for the sale of mineral products. Therefore, we will likely be able to sell any mineral products that we identify and produce.

In identifying and acquiring mineral resource properties, we compete with many companies possessing greater financial resources and technical facilities. This competition could adversely affect our ability to acquire suitable prospects for exploration in the future. Accordingly, there can be no assurance that we will acquire any interest in additional mineral resource properties that might yield reserves or result in commercial mining operations.

~~The development and operation of our mining projects involve numerous uncertainties.~~

~~Mine development projects, including our planned projects, typically require a number of years and significant expenditures during the development phase before production is possible.~~

Development projects are subject to the completion of successful feasibility studies, issuance of necessary governmental permits and receipt of adequate financing. The economic feasibility of development projects is based on many factors such as:

Our mine development projects may have limited relevant operating history upon which to base estimates of future operating costs and capital requirements. Estimates of proven and probable reserves and operating costs determined in feasibility studies are based on geologic and engineering analyses.

~~Any of the following events, among others, could affect the profitability or economic feasibility of a project:~~

Any of the above referenced events may necessitate significant capital outlays or delays, may materially and adversely affect the economics of a given property, or may cause material changes or delays in our intended exploration, development and production activities. Any of these results could force us to curtail or cease our business operations.

~~Mineral exploration is highly speculative, involves substantial expenditures, and is frequently non-productive.~~

Mineral exploration involves a high degree of risk and exploration projects are frequently unsuccessful. Few prospects that are explored end up being ultimately developed into producing mines. To the extent that we continue to be involved in mineral exploration, the long-term success of our operations will be related to the cost and success of our exploration programs. We cannot assure you that our mineral exploration efforts will be successful. The risks associated with mineral exploration include:

Substantial expenditures are required to determine if a project has economically mineable mineralization. It may take several years to establish proven and probable reserves and to develop and construct mining and processing facilities. Because of these uncertainties, our current and future exploration programs may not result in the discovery of reserves, the expansion of our existing reserves or the further development of our mines.

~~The price of gold and silver are highly volatile and a decrease in the price of gold or silver would have a material adverse effect on our business.~~

The profitability of mining operations is directly related to the market prices of metals. The market prices of metals fluctuate significantly and are affected by a number of factors beyond our control, including, but not limited to, the rate of inflation, the exchange rate of the dollar to other currencies, interest rates, and global economic and political conditions. Price fluctuations of metals from the time development of a mine is undertaken to the time production can commence can significantly affect the profitability of a mine. Accordingly, we may begin to develop one or more of our mining properties at a time when the price of metals makes such exploration economically feasible and, subsequently, incur losses because the price of metals decreases. Adverse fluctuations of the market prices of metals may force us to curtail or cease our business operations.

~~Mining risks and insurance could have an adverse effect on our profitability.~~

Our operations are subject to all of the operating hazards and risks normally incident to exploring for and developing mineral properties, such as unusual or unexpected geological formations, environmental pollution, personal injuries, flooding, cave-ins, changes in technology or mining techniques, periodic interruptions because of inclement weather and industrial accidents. Although maintenance of insurance to ameliorate some of these risks is part of our proposed exploration program associated with those mining properties we have an interest in, such insurance may not be available at economically feasible rates or in the future be adequate to cover the risks and potential liabilities associated with exploring, owning and operating our properties. Either of these events could cause us to curtail or cease our business operations.

We compete with other mining and exploration companies possessing greater financial resources and technical facilities than we do in connection with the acquisition of exploration properties and leases on prospects and properties and in connection with the recruitment and retention of qualified personnel. Such competition may result in our being unable to acquire interests in economically viable gold and silver exploration properties or qualified personnel.

~~Our applications for exploration permits may be delayed or may be denied in the future.~~

Exploration activities usually require the granting of permits from various governmental agencies. For exploration drilling on unpatented mineral claims, a drilling plan must be filed with the Bureau of Land Management or the United States Forest Service, which may then take several months or more to grant the requested permit. Depending on the size, location and scope of the exploration program, additional permits may also be required before exploration activities can be undertaken. Prehistoric or Indian grave yards, threatened or endangered species, archeological sites or the possibility thereof, difficult access, excessive dust and important nearby water resources may all result in the need for additional permits before exploration activities can commence. With all permitting processes, there is the risk that unexpected delays and excessive costs may be experienced in obtaining required permits or the refusal to grant required permits may not be granted at all, all of which may cause delays and unanticipated costs in conducting planned exploration activities. Any such delays or unexpected costs in the permitting process could result in serious adverse consequences to the price of our stock and to the value of your investment.

A substantial or extended decline in oil and natural gas prices or demand for oil and gas products may adversely affect our business, financial condition, cash flow, liquidity or results of operations and our ability to meet our capital expenditure obligations and financial commitments and to implement our business strategy.

The price we receive for our oil and natural gas production will heavily influence our revenue, profitability, access to capital, and future rate of growth. Recent extremely high prices have affected the demand for oil and gas products, and that demand has declined on a worldwide basis. If the decline in demand continues, the ability to command higher prices for oil and gas products will be endangered. Oil and natural gas are commodities, and, therefore, their prices are subject to wide fluctuations in response to relatively minor changes in supply and demand. Historically, the markets for oil and natural gas have been volatile. These markets will likely continue to be volatile in the future. The prices we receive for our production, and the levels of our production, and the revenue we will receive, depend on numerous factors beyond our control. These factors include the following:

Lower oil and natural gas prices may not only decrease our revenues but may also reduce the amount of oil and natural gas that we can produce economically. A substantial or extended decline in oil or natural gas prices is likely to materially and adversely affect our future business, financial condition, results of operations, liquidity or ability to finance planned capital expenditures.

~~We plan to conduct exploration, exploitation and production operations, which present additional unique operating risks.~~

There are additional risks associated with oil and gas investment which involve production and well operations and drilling. These risks include, among others, substantial cost overruns and/or unanticipated outcomes that may result in uneconomic projects or wells. Cost overruns could materially reduce the funds available to the Company, and cost overruns are common in the oil and gas industry. Moreover, drilling expense and the risk of mechanical failure can be significantly increased in wells drilled to greater depths and where one is more likely to encounter adverse conditions such as high temperature and pressure.

We may not be able to acquire the operations for properties that we invest in. As a result, we may have limited ability to exercise influence over the operations for these properties or their associated costs. Our dependence on another operator and other working interest owners for these projects and our limited ability to influence operations and associated costs could prevent the realization of our targeted returns on capital in drilling or acquisition activities. The success and timing of development and exploitation activities on properties operated by others depend upon a number of factors that will be largely outside of our control, including:

Our future success depends upon our ability to acquire and develop oil and gas reserves that are economically recoverable. Proved reserves will generally decline as reserves are depleted, except to the extent that we can replace those reserves by exploration and development activities or acquisition of properties contain exploration, drilling and recompletion programs or other replacement activities. Our current strategy includes increasing our reserve base through development, exploitation, exploration and acquisition. There can be no assurance that our planned development and exploration projects or acquisition activities will result in significant additional reserves or that we will have continuing success drilling productive wells at economical values in terms of their finding and development costs. Furthermore, while our revenues may increase if oil and gas prices increase significantly, finding costs for additional reserves have increased during the last few years. It is possible that product prices will decline while the Company is in the middle of executing its plans, while costs of drilling remain high. There can be no assurance that we will replace reserves or replace our reserves economically.

Oil and gas activities are subject to many risks, including the risk that no commercially productive reservoirs will be encountered. There can be no assurance that new wells drilled by us will be productive or that we will recover all or any portion of our investment. Drilling for oil and gas may involve unprofitable efforts, not only from dry wells, but from wells that are productive but do not produce sufficient net revenues to return a profit after drilling, operating and other costs. The cost of drilling, completing and operating wells is often uncertain, and the cost associated with these activities has risen significantly during the past year. Our drilling operations may be curtailed, delayed or canceled as a result of numerous factors, many of which are beyond our control, including economic conditions, mechanical problems, title problems, weather conditions, governmental requirements and shortages or delays in the delivery of equipment and services. Our future oil and gas activities may not be successful and, if unsuccessful, such failure may have a material adverse effect on our future results of operations and financial condition.

~~Our operations are subject to risks associated with drilling or producing and transporting oil and gas.~~

Our operations are subject to hazards and risks inherent in drilling or producing and transporting oil and gas, such as fires, natural disasters, explosions, encountering formations with abnormal pressures, blowouts, cratering, pipeline ruptures and spills, any of which can result in the loss of hydrocarbons, environmental pollution, personal injury claims and other damage to our properties.

The lack of availability or high cost of drilling rigs, fracture stimulation crews, equipment, supplies, insurance, personnel and oil field services could adversely affect our ability to execute our exploration and development plans on a timely basis and within our budget.

Our industry is cyclical and, from time to time, there is a shortage of drilling rigs, fracture stimulation crews, equipment, supplies, key infrastructure, insurance or qualified personnel. During these periods, the costs and delivery times of rigs, equipment and supplies are substantially greater. In addition, the demand for, and wage rates of, qualified crews rise as the number of active rigs and completion fleets in service increases. If increasing levels of exploration and production result in response to strong prices of oil and natural gas, the demand for oilfield services will likely rise, and the costs of these services will likely increase, while the quality of these services may suffer. If the lack of availability or high cost of drilling rigs, equipment, supplies, insurance or qualified personnel were particularly severe in Texas, we could be materially and adversely affected because our operations and properties are concentrated in Texas at the present time.

~~Compliance with government regulations may require significant expenditures.~~

Our business is subject to federal, state and local laws and regulations relating to the exploration for, and the development, production and transportation of oil and gas, as well as safety matters. Although we will attempt to conduct due diligence concerning standard compliance issues, there is a heightened risk that our target properties are not in compliance because of lack of funding. We may be required to make significant expenditures to comply with governmental laws and regulations that may have a material adverse effect on our financial condition and results of operations. Even if the properties are in substantial compliance with all applicable laws and regulations, the requirements imposed by such laws and regulations are frequently changed and are subject to interpretation, and we are unable to predict the ultimate cost of compliance with these requirements or their effect on our operations.

~~Environmental regulations and costs of remediation could have a material adverse effect on our operations.~~

Our operations are subject to complex and constantly changing environmental laws and regulations adopted by federal, state and local government authorities. The implementation of new, or the modification of existing, laws or regulations could have a material adverse effect on our operations. The discharge of oil, gas or other pollutants into the air, soil, or water may give rise to significant liabilities on our part to the government and third parties, and may require us to incur substantial costs of remediation. We will be required to consider and negotiate the responsibility of the Company for prior and ongoing environmental liabilities. We may be required to post or assume bonds or other financial guarantees with the parties from whom we purchase properties or with governments to provide financial assurance that we can meet potential remediation costs. There can be no assurance that existing environmental laws or regulations, as currently interpreted or reinterpreted in the future, or future laws or regulations will not materially adversely affect our results of operation and financial condition or that material indemnity claims will not arise against us with respect to properties acquired by us.

~~Certain United States federal income tax deductions currently available with respect to oil and natural gas exploration and production may be eliminated as a result of future legislation.~~

Recently, there has been significant discussion among members of Congress regarding potential legislation that, if enacted into law, would eliminate certain key United States federal income tax incentives currently available to oil and natural gas exploration and production companies. These changes include, among other proposals:

It is unclear whether these or similar changes will be enacted. The passage of this legislation or any similar changes in federal income tax laws could eliminate or postpone certain tax deductions that are currently available with respect to U.S. oil and natural gas exploration and development. Any such changes could have an adverse effect on our financial position, results of operations and cash flows.

We operate in the highly competitive areas of oil and gas exploration, development, acquisition and production with other companies. In seeking to acquire desirable producing properties or new leases for future exploration, and in marketing our oil and gas production, we face intense competition from both major and independent oil and gas companies. If any of these competitors have financial and other resources substantially in excess of those available to us. Our inability to effectively compete in this environment could materially and adversely affect our financial condition and results of operations.

~~The producing life of oil and gas wells is uncertain, and production will decline.~~

It is not possible to predict the life and production of any oil and gas wells with accuracy. The actual life could differ significantly from that anticipated. Sufficient oil or natural gas may not be produced for investors to receive a profit or even to recover their initial investments. In addition, production from the Company's oil and natural gas wells, if any, will decline over time, and current production does not necessarily indicate any consistent level of future production. A production decline may be rapid and irregular when compared to a well's initial production.

~~Our lack of diversification will increase the risk of an investment in us, as our financial condition may deteriorate if we fail to diversify.~~

Larger companies have the ability to manage their risk by diversification. However, we lack diversification, in terms of both the nature and geographic scope of our business. As a result, we will likely be impacted more acutely by factors affecting our industry or the regions in which we operate than we would if our business were more diversified, enhancing our risk profile. If we cannot diversify our operations, our financial condition and results of operations could deteriorate. The Company has a limited number of potential revenue generating properties. These properties historically had revenue derived from the sale of natural gas and oil. Therefore, the price we receive for our oil and natural gas production heavily influences our revenue, profitability, access to capital and future rate of growth.

Our success will depend in large measure on the abilities, expertise, judgment, discretion, integrity and good faith of our management and other personnel in conducting our intended business. We presently have a small management team which we intend to expand in conjunction with our planned operations and growth. The loss of a key individual, or our inability to attract suitably qualified staff could materially adversely impact our business.

~~We may not be able to establish substantial oil operations or manage our growth effectively, which may harm our profitability.~~

Our strategy envisions establishing and expanding our oil business. If we fail to effectively establish sufficient oil operations and thereafter manage our growth, our financial results could be adversely affected. Growth may place a strain on our management systems and resources. We must continue to refine and expand our business development capabilities, our systems and processes, and our access to financing sources. As we grow, we must continue to hire, train, supervise and manage new employees. We cannot assure you that we will be able to:

~~If we are unable to manage our growth, our operations and our financial results could be adversely affected by inefficiency, which could diminish our profitability.~~

~~Relationships upon which we may rely are subject to change, which may diminish our ability to conduct our operations.~~

To develop our business, it will be necessary for us to establish business relationships, which may take the form of joint ventures with private parties and contractual arrangements with other unconventional oil companies, including those that supply equipment and other resources that we expect to use in our business. We may not be able to establish these relationships, or if established, we may not be able to maintain them. In addition, the dynamics of our relationships with strategic partners may require us to incur expenses or undertake activities we would not otherwise be inclined to in order to fulfill our obligations to these partners or maintain our relationships. If our strategic relationships are not established or maintained, our business prospects may be limited, which could diminish our ability to conduct our operations.

Any development project of our resource assets will be directly affected by the royalty regime applicable. The economic benefit of future capital expenditures for the project is, in many cases, dependent on a satisfactory royalty regime. There can be no assurance that governments will not adopt a new royalty regime that will make capital expenditures uneconomic or that the royalty regime currently in place will remain unchanged.

Hydraulic fracturing, the process used for releasing oil and natural gas from shale rock, has recently come under increased scrutiny and could be the subject of further regulation that could impact the timing and cost of development.

Recently there has been increasing public and regulatory attention focused on the potential environmental impact of hydraulic fracturing (or "fracking") operations. This process, which involves the injection of water, sand and certain additives deep underground to release natural gas, natural gas liquids and oil deposits, is part of our proposed future operations and future regulation of these activities could have a material adverse impact on our business, financial condition and results of operations.

Various government agencies, political representatives and public interest groups have raised concerns about the potential for fracking to lead to groundwater contamination, and various regulatory and legislative measures have been proposed or adopted at the federal, state and local level to study or monitor related concerns, to regulate well operations and related production and waste streams, or to ban fracking entirely. For example, various states and federal regulatory authorities require or are considering requiring public disclosure of the chemicals contained in fracking fluids, and testing and monitoring obligations relating to well integrity and operation. North Dakota, a state in which we conduct operations, recently amended its current regulations to require additional pollution control equipment at well sites and enhanced emergency response procedures in addition to other measures designed to reduce potential environmental impacts. In 2011, the EPA announced its intention to consider pre-treatment standards for produced waters that are sent to third party wastewater treatment plants.

In addition, bills have been proposed in the US. Congress to allow the EPA to regulate the injection of fracking fluids under the federal Safe Drinking Water Act, which could require hydraulic fracturing operations to meet federal permitting and financial assurance requirements, adhere to certain construction specifications, fulfill monitoring, reporting, and recordkeeping obligations, and meet plugging and abandonment requirements. The proposed legislation also would require the reporting and public disclosure of chemicals used in the fracturing process, which could make it easier for third parties opposing the hydraulic fracturing process to initiate legal proceedings based on allegations that specific chemicals used in the fracturing process could adversely affect groundwater. In addition, in light of concerns about seismic activity being triggered by the injection of produced waters into underground wells, certain regulators are considering additional requirements related to seismic safety. Other concerns have been raised regarding water usage, air emissions (including greenhouse gas emissions) and waste disposal, and certain jurisdictions have imposed moratoria on fracking operations while the potential impacts are studied. The EPA, Congress and other government representatives continue to investigate the impacts of fracking, and additional studies and regulatory or legislative initiatives are possible.

Depending on the legislation that may ultimately be enacted or the regulations that may be adopted at the federal, and/or state levels, exploration and production activities that entail hydraulic fracturing could be subject to additional regulation and permitting requirements. Individually or collectively, such new legislation or regulation could lead to operational delays or increased operating costs and could result in additional burdens that could increase the costs and delay or curtail the development of conventional and unconventional oil and natural gas resources including development of shale formations which are not commercial without the use of hydraulic fracturing. This could have an adverse effect on our business, financial condition and results of operations.

~~Exploration for petroleum and gas products is inherently speculative. There can be no assurance that we will ever establish commercial discoveries.~~

Exploration for economic reserves of oil and gas is subject to a number of risk factors. Few properties that are explored are ultimately developed into producing oil or gas wells. Some of our properties are in the exploration stage only and are without proven reserves of oil and gas. We may not establish commercial discoveries on any of our properties.

There are numerous uncertainties inherent in estimating quantities of conventional and unconventional oil and gas resources, including many factors beyond our control and no assurance can be given that expected levels of resources or recovery of oil and gas will be realized. In general, estimates of recoverable oil and gas resources are based upon a number of factors and assumptions made as of the date on which resource estimates are determined, such as geological and engineering estimates which have inherent uncertainties and the assumed effects of regulation by governmental agencies and estimates of future commodity prices and operating costs, all of which may vary considerably from actual results. All such estimates are, to some degree, uncertain, and classifications of resources are only attempts to define the degree of uncertainty involved. For these reasons, estimates of the recoverable unconventional oil, the classification of such resources based on risk of recovery, prepared by different engineers or by the same engineers at different times, may vary substantially.

~~Prices and markets for oil and gas are unpredictable and tend to fluctuate significantly, which could reduce profitability, growth and the value of our proposed business~~.

Our revenues and earnings, if any, will be highly sensitive to the price of oil and gas. Prices for oil and gas are subject to large fluctuations in response to relatively minor changes in the supply of and demand for oil and gas, market uncertainty, and a variety of additional factors beyond our control. These factors include, without limitation, weather conditions, the condition of the Canadian, US. and global economies, the actions of the Organization of Petroleum Exporting Countries, governmental regulations, political stability in the Middle East and elsewhere, war, or the threat of war, in oil producing regions, the foreign supply of oil, the price of foreign imports, and the availability of alternate fuel sources. Significant changes in long-term price outlooks for crude oil and natural gas could have a material adverse effect on us. For example, market fluctuations of oil prices may render uneconomic the extraction of oil and gas.

All of these factors are beyond our control and can result in a high degree of price volatility not only in crude oil and natural gas prices, but also fluctuating price differentials between heavy and light grades of crude oil, which can impact prices for our crude oil. Oil and natural gas prices have fluctuated widely in recent years, and we expect continued volatility and uncertainty in crude oil and natural gas prices. A prolonged period of low crude oil and natural gas prices could affect the value of our crude oil and gas properties and the level of spending on growth projects, and could result in curtailment of production on some properties. Accordingly, low crude oil prices in particular could have an adverse impact on our financial condition and liquidity and results of operations.

~~Existing environmental regulations impose substantial operating costs which could adversely effect our business.~~

Environmental regulation affects nearly all aspects of our operations. These regulatory regimes are laws of general application that apply to us in the same manner as they apply to other companies and enterprises in the energy industry. Conventional and unconventional oil extraction operations present environmental risks and hazards and are subject to environmental regulation pursuant to a variety of federal, state and county laws and regulations.

Environmental legislation provides for, among other things, restrictions and prohibitions on spills, releases or emissions of various substances produced in association with oil operations. The legislation also requires that facility sites be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities. Compliance with such legislation can require significant expenditures and a breach may result in the imposition of fines and penalties, some of which may be material.

We expect future changes to environmental legislation, including anticipated legislation for air pollution and greenhouse gases that will impose further requirements on companies operating in the energy industry. Changes in environmental regulation could have an adverse effect on us from the standpoint of product demand, product reformulation and quality, methods of production and distribution and costs, and financial results. For example, requirements for cleaner-burning fuels could cause additional costs to be incurred, which may or may not be recoverable in the marketplace. The complexity and breadth of these issues make it extremely difficult to predict their future impact on us. Management anticipates capital expenditures and operating expenses could increase in the future as a result of the implementation of new and increasingly stringent environmental regulations.

Certain environmental regulations govern the abandonment of project properties and reclamation of lands at the end of their economic life, the costs of which may be substantial. A breach of such regulations may result in the issuance of remedial orders, the suspension of approvals, or the imposition of fines and penalties, including an order for cessation of operations at the site until satisfactory remedies are made. It is not possible to estimate with certainty abandonment and reclamation costs since they will be a function of regulatory requirements at the time.

~~Changes in the granting of governmental approvals could raise our costs and adversely affect our business.~~

Permits, leases, licenses, and approvals are required from a variety of regulatory authorities at various stages of exploration and development. There can be no assurance that the various government permits, leases, licenses and approvals sought will be granted in respect of our activities or, if granted, will not be cancelled or will be renewed upon expiration. There is no assurance that such permits, leases, licenses, and approvals will not contain terms and provisions which may adversely affect our exploration and development activities.

~~Amendments to current laws and regulations governing our proposed operations could have a material adverse impact on our proposed business.~~

Our business will be subject to substantial regulation under state and federal laws relating to the exploration for, and the development, upgrading, marketing, pricing, taxation, and transportation of unconventional oil and related products and other matters. Amendments to current laws and regulations governing operations and activities of conventional and unconventional oil extraction operations could have a material adverse impact on our proposed business. In addition, there can be no assurance that income tax laws, royalty regulations and government incentive programs related to the unconventional oil industry generally will not be changed in a manner which may adversely affect us and cause delays, inability to complete or abandonment of properties.

~~Trading of our stock may be restricted by the SEC's "Penny Stock" regulations, which may limit a stockholder's ability to buy and sell our stock.~~

The U.S. Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors." The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of, our common stock.

~~The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a stockholder's ability to buy and sell our stock.~~

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

~~Trading in our common shares on the OTC is limited and sporadic making it difficult for our shareholders to sell their shares or liquidate their investments.~~

Our common shares are currently listed for public trading on the OTC under the stock symbol “NMEX”. The trading price of our common shares has been subject to wide fluctuations. Trading prices of our common shares may fluctuate in response to a number of factors, many of which will be beyond our control. The stock market has generally experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies with no current business operation. There can be no assurance that trading prices and price earnings ratios previously experienced by our common shares will be matched or maintained. These broad market and industry factors may adversely affect the market price of our common shares, regardless of our operating performance.

In the past, following periods of volatility in the market price of a company's securities, securities class-action litigation has often been instituted. Such litigation, if instituted, could result in substantial costs for us and a diversion of management's attention and resources.

We intend to retain any future earnings for use in the operation and expansion of our business. We do not expect to pay any cash dividends in the foreseeable future but will review this policy as circumstances dictate. Should we decide in the future to do so, as a holding company, our ability to pay dividends and meet other obligations depends upon the receipt of dividends or other payments from our operating subsidiaries. In addition, our operating subsidiaries, from time to time, may be subject to restrictions on their ability to make distributions to us, including restrictions on the conversion of local currency into U.S. dollars or other hard currency and other regulatory restrictions.

Our principal executive offices are located at ~~1889 FM 2088, Quitman, Texas 75783. Our mailing address is 1889 FM 2088, Quitman, Texas 75783.~~881 West State Road, Pleasant Grove, UT.

The Company acquired a 206.5 acre lease (J.E. Richey) located in the northern part of Coleman County, Texas with four existing wells in September 2014. Three of the four wells were fully equipped with down hole pumps, rods, tubing, pump jacks, well head and surface equipment including tank battery, meter run and gas gathering pipelines.

The lease is located in a multiple pay area originally discovered by ARCO in the early 1980’s. This lease area has six known productive formations, which are stated below with their approximate depths:

The Concho Richey #1 became the primary producer on this lease following the re-completion in the Gray Formation (“Gray”). The Concho Richey #1 is located due west 660’ from the Olympia Hale #1 well that has produced more than 71,000 BBLS and over 190 MMCFG from the Gray since 1986 (approximately 30 years). In July 2015 the Companyre-completed this well in the Gray Sand. The Gray Sand formation (3,860’) is a clean sand with section having 34% porosity with good permeability. This well came in with an initial production rate of 65 barrels of oil and 100 MCF of gas per day. It was averaging about 14 barrels of oil and 75 MCF of gas per day with about 10 barrels of saltwater before a hole came in the casing in June 2016. Subsequent to the end of the fiscal year we were able to successfully conduct a cement squeeze to seal off the casing leak. The well was brought back into production. Further work is planned on both the J.E. Richey #1 & 3 wells in an effort to improve production.

The location of the 206.5 acre J.E Richey Lease is approximately 3.5 miles west of the community of Novice, Texas located in the central part of Coleman County which is south approximately 45 miles of the city of Abilene, Texas. Access to the lease is excellent with good access to county roads and lease roads. The terrain is rolling hills with no abnormal location or access problems.

~~The Company owns 25% of the working interest in these three wells covering 60 acres and 87.5% working interest in rest of lease covering 146.5 acres.~~

~~The following is a summary of each of the three wells originally drilled by ARCO and the fourth well drilled by J.V. Rhyne a local operator in the Abilene, Texas area:~~

J.E. Richey #1 Well – was completed in the Gray Sand in 1981 and came in with an initial production rate of 167 barrels and 118 MCF per day with no saltwater from the Gray Sand formation. The well is only open in the Gray and has the Upper Capps formation up the hole for future testing.

J.E. Richey #2 Well – initially was completed in the Lower Ellenburger in 1982 coming it at 19 barrels per day. Following depletion of the Lower Ellenburger the well was re-completed in the Upper Ellenburger with an initial production rate of 2,535 MCF per day. Subsequently the well was re-completed in the Gray Sand, which came in at 45 barrels per day on a light acid job. The well only produced for a limited amount of time from the Gray Sand when a hole came in the casing above the cement at 1100 feet caused by a corrosive formation known as the Coleman Junction and the well was shut in.

J.E. Richey #3 Well – was completed in the Morris in 1982, which had an initial production rate of 2,075 MCF per day. This well has been shut in since 2010. The well is only open in the Morris with potential to open up the Gray Sand. The Upper Capps formation is also present up the hole to test.

Concho Richey #1 Well – was initially completed in the Ellenburger coming in at 1,200 MCF per day in 2005. The Ellenburger came in strong but quickly began to produce saltwater within a few months of production. In 2006 a re-completion attempt was made up the hole in the Tannehill formation (1700 Feet), where an oil show was recorded in the mud logs, in hopes of making a field discovery. Due to a poor cement bond the re-completion was not successful in the Tannehill. The well was shut in awaiting further reworking and/or re-completion in 2006.

The location of the 60 acre lease (known as the “Isenhower”) is approximately 3 miles southeast of the community of Putnam, Texas located on the eastern side of Callahan County which is east approximately 30 miles of the city of Abilene, Texas. Access to the lease is excellent with good access to county roads and lease roads. The terrain is rolling hills with no abnormal location or access problems.

On July 7, 2014, our company entered into a Terms of Farm-out Agreement with Grasshoppers Unlimited Inc. to acquire a working interest in an oil and gas lease in the Callahan County Shallow Oil Play, which has 3 fully equipped wells, 1 injection well, production flow lines, injection flow line, Tank battery consisting of two 150 BBL tanks with separator, Injection system has a 150 BBL tank with Injection Pump, 8 un-drilled locations. We agreed to acquire a 75% working interest in the lease including the existing wells and equipment by committing to do the following:

The total consideration that we must pay to acquire the 75% working interest is estimated at $275,000, which amount does not include all work requirement and drilling commitments. The common stock is valued at $0.05 per share based upon our current share price of $0.10 as at June 30, 2014. The Net Revenue Interest is 70% and consists of approximately 60 acres, more or less, in Callahan County, Texas. This lease has a depth limit to no more than 1,000 feet. The Company failed to meet the terms of the Farm-Out Agreement; however subsequent to the end of the fiscal year ended July 31, 2016, the Company is in negotiations to amend the Farm-Out Agreement to allow additional time due the down-turn in the oil/gas industry.

Initial production was discovered to the west of the lease in the Cook/Hope Sandstone (less than 500 feet) during the mid 1950’s. Production was first established on the lease in 1957. The most recent well drilled on the lease was in 1996. The lease has four wells completed in the Cook Sandstone. Three of the wells are equipped to produce and one well is equipped for an injection well. In addition to the four wells currently on the lease the initial discovery wells drilled in 1957 were plugged in the late 1980’s. The lease has been inactive since November 2012. Recent activity on the adjoining leases has renewed the interest in placing the wells back into production.

The offsetting leases on the north and west sides of the lease have had 25 new wells drilled on it within the past nine months to complement the existing wells on those leases. This activity on the adjoining leases is part of a petroleum engineered re-pressuring water-flood program. The target for the re-pressuring water-flood program is the Cook/Hope sandstone at less than 500 feet which is noted to have excellent porosity and permeability.

The lease is poised in an excellent position to receive benefit from the re-pressuring of the Cook/Hope Sandstone by the operator on the adjoining leases to the north and west sides of the leased acreage. This re-pressuring may significantly improve the production rates on the lease which could have a dramatic effect on the revenues generated from the existing wells and any new wells drilled on the lease. To complement the re-pressuring on program planned on the adjoining leases the Company’s lease has its own approved and permitted saltwater injection well that was recently tested and witnessed by a representative of the RRC.

The Cook/Hope Sandstone is the principle producing formation on this acreage being classed in the Callahan County Regular for its field name. The Cook Sandstone is a shallow formation (at approximately 450 feet) with proven production with excellent porosity and permeability. Existing wells provide sufficient well control, which provides evidence that the Cook Sandstone is present on the acreage. Using well spacing allowed by the Texas Railroad Commission for the Cook/Hope Sandstone formation (2.5 acres per location) would yield at least 8 additional drilling locations on the acreage. Initial production from new wells is expected to be between 9 and 11 barrels per day per well.

The lease acquired by the Company is currently not producing and has not produced since November 2012. The Company’s plan is to re-work all three of the wells to place them back into production and drill new wells during the 2016/17 fiscal year. The wells to be re-worked are the Isenhower #1, #1B & #2B and the saltwater injection well Isenhower #9. The Company is currently in discussions to amend the terms of the lease.

On July 7, 2014, under the same Terms of Farm-out Agreement with Grasshoppers Unlimited Inc., we acquired a working interest in a second oil and gas lease known as the Callahan/Eastland Mississippi Reef Play, which is located near the Callahan and Eastland County line in Central Texas. We agreed to acquire 60% of the working interest in this lease by conducting the following:

The total consideration that we must pay to acquire the 60% working interest is approximately $65,000, which amount does not include the cost of drilling and completing a well on the acreage. The common stock is valued at $0.05 based upon our current share price of $0.10 as at June 30, 2014. The Net Revenue Interest is 75% and consists of approximately 220 acres, more or less, in Callahan County, Texas. This lease has no depth limit requirement. The Company is currently in discussions to amend the terms of the lease.

The 160 acre lease known as the Olson is located approximately 6 miles southeast of the city of Stamford, Texas that basically sits on the county line of Jones and Haskell counties, on the north side of Jones County, Texas. Of particular importance is the location of the Olson Lease lies approximately 1.5 miles southeast of the Strand Oil Field, a Palo Pinto Reef Oil Field. Access to the lease is excellent with good access to county roads and lease roads. The terrain is rolling hills with no abnormal location or access problems.

The Olson Lease is in an area geographically known as the Eastern Shelf of the Permian Basin. It is influenced by the Bend Arch to the East and the South as it approaches the Llano Uplift. This area is best known for the several producing formations that are stratigraphically and structurally used as trapping oil and gas.

The principal target formation for the Olson Lease is the Palo Pinto Reef. The Palo Pinto Reef is a known productive formation with a high yield of cumulative oil production. The Strand Oil Field is a Palo Pinto Reef Oil Field, discovered in 1940, that consists of only 8 wells that has produced a total of 1,700,000 barrels of oil, an average of 212,500 barrels of oil per oil well.

During the fiscal year the Company acquired 100% of the working interest in the oil and gas lease known as the Olson covering approximately 160 acres for $30,000 including legal, landman, lease bonus, geological mapping etc.

The Olson Lease is focused on the Palo Pinto formation as it primary target for drilling. The structure of the Palo Pinto shows a large buildup in the Palo Pinto Reef across the southern portion of the lease. The Guinn #1 Olson well is 90’ high to a well 1000’ to the southeast and 42’ high to a well 1,150’ to the northwest. The Guinn well had a show and a tremendous buildup in the Palo Pinto Reef (at approximately 3,350’). The structural buildup and reef buildup across the acreage and close similarities to the Strand Field make this a very good prospect.

The oil wells in the Strand Oil Field lie in a northwest to southeast direction which is the same layout of the contours mapped on top of the Palo Pinto Reef covering the Olson Lease. As previously stated the Strand Oil Field was discovered in 1940 making it not uncommon for a number of dry holes to be drilled looking for the structural development of the Palo Pinto Reef.

The Palo Pinto Reef is a Limestone Formation that was formed during the Carboniferous period, which was during the end of the Paleozoic Era and at the beginning of the Devonian Era. Typical Palo Pinto Reef wells are known for their high rate of production and quick payout. A known Palo Pinto Reef Field in this area is the Strand Oil Field which has produced over 1.7 million barrels of oil from 8 wells and is located approximately 1.5 miles from the Olson lease. A new well is proposed to be drilled on the Olson lease to test the Palo Pinto Reef.

On September 14, 2012, our company entered into an option agreement (as amended and restated on November 15, 2012, February 1, 2013, August 26, 2013 and July 30, 2014) with AHL Holdings Ltd., a Nevada corporation, and Golden Sands Exploration Inc., a company incorporated under the laws of British Columbia, Canada, wherein the company acquired an option to purchase a revised 80%, in and to certain mining claims from AHL Holdings and Golden Sands, which claims form the Winnemucca Mountain Properties in Humboldt County, Nevada. The Winnemucca Mountain Property is currently comprised of 208 unpatented mining claims covering an area of approximately 3,800 acres. As consideration our company is required to make cash and share payments and complete work expenditures. As part of the joint venture, we are solely responsible for financing and will act as the sole operator in consideration of a fee.

~~AHL Holdings and Golden Sands will also retain a 3% net smelter royalty in the event that we initiate mineral production on the Winnemucca Mountain Property.~~

The Winnemucca Mountain Property is located in north-western Nevada, approximately 4 miles northwest of the municipality of Winnemucca. The property is within the Winnemucca Mountain Mining District of Humboldt County. The claims are situated on the west flank of Winnemucca Mountain. A map showing the location of and access to the Winnemucca Mountain Property is attached below.

The Winnemucca Mountain Property is accessible from State Route 49, a graded gravel road from Winnemucca to Jungo. The claims that comprise the Winnemucca Mountain Property lie in an irregular, northerly trending block along the western flanks of Winnemucca Mountain. The mountain slopes are generally moderate along the west side of the claims, steepening on the east and in drainages. Pediment and alluvium cover is extensive, particularly in the western, or lower, part of the property where a classic bajada is developed. Within the claims, elevations range from approximately 4,700 feet in the southwest corner to nearly 6,600 feet in the east. The area is devoid of trees, and vegetation consists of sagebrush and sparse grass. The climate in southern Humboldt County is arid with annual rainfall averaging 8 inches and snowfall of 16 inches. The area is characterized by hot summers and short, cold winters.

On September 14, 2012, our company entered into an option agreement (as amended and restated on November 15, 2012, February 1, 2013 and August 26, 2013) with AHL Holdings Ltd., a Nevada corporation, and Golden Sands Exploration Inc., a company incorporated under the laws of British Columbia, Canada, wherein we acquired an option to purchase a revised 80% interest in and to certain mining claims from AHL Holdings and Golden Sands, which claims form the Winnemucca Mountain Property in Humboldt County, Nevada. This Winnemucca Mountain property is currently comprised of 208 unpatented mining claims covering an area of approximately 3,800 acres. As consideration to earn an 80% interest, the company is required to make cash and share payments and complete work expenditures.

If the option is exercised, the amended and restated option agreement provides that AHL Holdings and Golden Sands will enter into a joint venture agreement. Our company will solely be responsible for financing the joint venture and will act as sole operator in consideration of a fee.

AHL Holdings and Golden Sands will also retain a 3% net smelter royalty in the event that we begin mineral production on the Winnemucca Mountain Property. If we are unable to fulfill any of the commitments set out above, the option agreement will terminate and all property rights will revert back to AHL Holdings and Golden Sands.

The aggregate cash fee payable to exercise the option has been increased from $1,715,000 to $1,755,000 and the total number of common shares issuable to exercise the option has been increased from 100,000 to 2,100,000. Lastly, the amended and restated agreement provides that AHL Holdings may elect to receive shares of our common stock in lieu of any cash payments payable pursuant to the agreement at a 75% discount to the then current closing market price.

~~Effective July 30, 2014, we entered into amended and restated option agreement with AHL Holdings and Golden Sands~~that materially modifies and replaces the terms of the original option agreement (as amended last on August 26, 2013). Pursuant to this amended and restated agreement, our remaining outstanding obligations are as follows:

As of July 31, 2016 we have paid $142,500 in option payments, issued 1,350,000 common shares, paid an advance royalty payment of $20,000, and advanced $21,028 for exploration expenditures as required by the amended and restated agreement. The Company is currently in discussions to obtain an extension on the terms of the amended and restated option agreement dated July 30, 2014.

The discovery of the Comstock Lode in western Nevada in 1859 spurred mineral exploration throughout Nevada. Gold and silver were first discovered in the Winnemucca Mining District in 1863 and, during the 1860’s, several smelters were constructed along the Humboldt River. The early productive lodes consisted of quartz veins containing small amounts of variably oxidized copper and lead.

The first significant gold discovery in Humboldt County was the Getchell gold deposit in 1933. The Getchell Mine began production in 1938 and has operated intermittently since. The current owners are Barrick and Newmont, The mine was reopened in 2002 with a resource of 7 million ounces of gold. Since discovery of the Getchell Deposit, Humboldt County has been the site of numerous other significant gold discoveries. Major gold deposits in the area include the Lone Tree, Marigold, Preble, Pinson, Turquoise Ridge, and Twin Creeks, all located east and northeast of Winnemucca, and the Hycroft (Crowfoot-Lewis), Sandman, Rosebud, and Sleeper deposits to the northwest.

On Winnemucca Mountain itself, the Adamson mine, located in the northeast portion of section 11, reported gold production from “rich ore” in 1911-1912 totaling $13,711 (approximately 20 kg of gold equivalent; Willden, 1964). The Pride of the Mountain mine, which reported gold and silver production during 1915, is situated just east of the Golden West claims in the northwestern portion of section 23. Both mines exploited gold-bearing quartz veins cutting metasedimentary rocks. Topographic maps indicate six ‘prospects’ and one old ‘mine’ within the boundaries of the Golden West 8 and 10 claims. These may be mercury workings referred to by Schnell & Hodges.

The upper slopes of Winnemucca Mountain contain dozens of prospects and several old mines. One of these, the Shively Mine on the north side of Winnemucca Mountain, exploited a west-northwest striking, moderate to steeply dipping quartz-calcite vein. In 1982, St. Joe conducted a drilling program directed at this structure. Results of their drilling included 90 feet of 0.34 g/t Au in DH1 and 30 feet of 0.69 g/t Au in DH2.

The earliest available record of exploration within the present Winnemucca Mountain property claim area is an undated map by St. Joe American Corporation that describes rock sampling over much of the claim block and soil sampling across the Golden West 6 to 13 claim area. This work was most likely done in conjunction with work in the Shively Mine area during 1982. The same map indicates that Cordilleran Exploration (Cordex) drilled seven drill holes, also on the Golden West 6 to 13 claims. However, an undated compilation map by Santa Fe places these Cordex drill holes (holes WV1 – 7, WV11 and WV16 – 18) over 4,900 feet to the east of the Golden West claims. The true location of these holes is therefore uncertain and should not be relied upon. Metzler reports that the Cordex holes were drilled in 1972; in addition, 700 feet of trenching was completed and over 3,300 feet of existing underground workings were mapped and sampled and the construction of drill access roads were completed. A map dated October 1982 indicates that induced polarization, magnetic, and VLF electromagnetic surveys were performed on the property. Details of work done by St. Joe and Cordex are not available.

The next record of exploration is by Arctic Precious Metals Inc. in 1985. Work over the next few years included rock sampling by Arctic and Tenneco Minerals in 1986, with geological mapping by Arctic in 1986 in the northern claim area. During 1987, Arctic drilled 1,916 feet in 5 reverse circulation drill holes. Results were encouraging with hole WM 5 intersecting a 5 feet interval of 1,050 ppb gold. The next year, Arctic conducted detailed rock sampling and VLF-EM and magnetic surveys over a breccia pipe target area, followed by 7 diamond drill holes for a total of 2,100 feet. Drill hole WM 7 intersected up to 1,950 ppb gold over 5 feet and WM 13 cut two large intervals (145 feet and 181 feet) of elevated gold in a breccia (164 ppb and 147 ppb respectively; SFPM data).

In late 1988, Santa Fe Pacific Mining, Inc. (now Newmont) entered into a joint venture with Arctic after recognizing the significance of anomalous gold in the breccia pipe identified by the Arctic drilling. Santa Fe became operator and, between 1988 and 1990, conducted geological mapping, rock sampling, trenching, CSAMT and induced polarization geophysical surveys, collected 286 auger hole bedrock samples, and completed a total of 52,470.8 feet in 73 reverse circulation drill holes. Three of these drill holes were re-entered with a diamond drill. The total diamond drill footage is uncertain but is in excess of 477 feet. Not all of Santa Fe’s drilling was within the boundaries of the current claim block. Santa Fe’s work outlined the Swordfish occurrence that extends approximately 2,200 feet along the western flank of Winnemucca Mountain within the current claim block.

In 1994, Anvil Resources of Vancouver, B.C., acquired the property and became the project operator. Anvil did a great deal of internal compilation work, prepared a topographic base map and collected surface samples to confirm previous gold tenors. They performed test assaying to determine optimum analytical procedures for coarse gold samples and milling tests on bulk samples to maximize gold liberation. An induced polarization (IP) survey conducted in 1996 confirmed that resistivity highs correlated well with known mineralized areas and delineated two new target zones.

In 2006-2007 Meridian Minerals Corp. acquired an option on the property from Evolving Gold Corp. Meridian conducted two separate drilling programs on the property. Twelve angled holes were drilled, totaling 7473 feet. In 2007 four additional angled holes were subsequently drilled totaling 2,659 feet. This drilling, targeted northwest and northeast striking veins to the northeast of the Swordfish Zone, and a further 3 holes targeted a vein system in the very north of the Property This drilling intersected lower grade mineralization than the moderate to high grade intercepts in the Swordfish Zone.

Santa Fe Pacific Gold Corp. utilized a computer program called Geostat to calculate a cross-sectional resource estimate for the Swordfish zone area. Santa Fe estimated that the Swordfish zone contained 4.15 million metric tons grading 0.82 g/t gold (4.58 million short tons grading 0.028 opt gold) at a 0.29 g/t cutoff (0.01 opt cutoff). All resource calculations were based on arithmetic averages. This estimated resource occurs in an area 2,200 feet long and 700 feet deep.

In March 2013 the Company contracted consultants to study the mineralization and known resources on the Winnemucca Mountain Property. Company consultants completed mapping and geochemical sampling of the 3000 feet long Swordfish zone on the Property. Using this surface work along with historical drill results, 3D modeling of the gold/silver mineralization was completed. Based on the results of the initial work, Company consultants have recommended further exploration on the property including geophysics, core and reverse circulation (RC) drilling.

~~Regional Geology~~ – Nevada lies within the Basin and Range geological province. The geologic structure of this province is the result of repeated interactions between the North American Plate and oceanic plates to the west which are expressed as folds, thrust faults, strike slip faults, normal faults, igneous intrusions, volcanism, metamorphism and sedimentary basins. Every mountain range in the Basin and Range province is bounded on at least one side by a normal fault, many of which are still active. The area’s highly complex and active tectonic history has created a diversity of depositional environments, deep-seated structures, hydrothermal centers and numerous mineral deposits.

Humboldt County is underlain by rocks ranging in age from probable early Cambrian to late Miocene or early Pliocene. In general, the oldest rocks are in the southeastern portion of the county with younger rocks to the north and west, however, late Tertiary volcanic and sedimentary rocks are randomly distributed throughout the county. Five orogenic episodes have been recognized but structural and lithologic elements are not continuous between mountain ranges. The most important of the orogenic episodes in Nevada is the Antler Orogeny, the late Devonian collision of an arc terrane complex with the western margin of North America. The arc material (allochthon) was thrust over cratonic carbonates along the Roberts Mountain thrust fault. Mountain building accompanied the Antler Orogeny, resulting in a high mountain range to the west. In addition to the folding and low-angle faulting associated with orogenic compression and mountain building, high-angle reverse and strike-slip faulting were widespread, forming important wrench fault systems. These high-angle faults were crucial in localizing the fluid flow responsible for gold deposition.

Mineral deposits have been found in all rock units exposed in the county. At least three periods of epigenetic ore mineral deposition have been recognized. The oldest are the iron deposits in the Jackson Mountains. Contact metamorphic tungsten and vein deposits belong to the second period, developed in conjunction with the emplacement of Cretaceous and Tertiary intrusive rocks. The third, late Tertiary, depositional episode includes mercury, uranium and gold-silver deposits, including the Getchell and Sleeper gold deposits. Most Tertiary mineral deposits in northern Nevada are distributed linearly as a result of deep crustal controls including the Carlin and Battle Mountain trends.

~~Current gold producers in Humboldt County include the Getchell, Hycroft, Marigold, Lone Tree, and Twin Creeks mines.~~

~~Property Geology~~- The general geology of Winnemucca Mountain is shown on two publicly available maps. The oldest unit exposed on Winnemucca Mountain is the Upper Triassic Winnemucca Formation that underlies the upper elevations. These rocks are gray to brown calcareous shale; buff and gray, thin-bedded to massive carbonate rocks, buff to light brownish-gray calcareous sandstone, gray and brown shale and slate and some light brown feldspathic quartzite.

A younger, unnamed quartzite-mudstone formation is faulted against the Winnemucca Formation on the northwest side of Winnemucca Mountain by a normal fault of uncertain displacement. This unit consists of light brown or buff, thin to thick bedded, fine-grained, feldspathic quartzite which usually weathers dark brown; buff to light brown, medium bedded mudstone; and small amounts of light brown phyllitic shale.

The sedimentary rocks are cut by several small intrusive bodies. The largest is a Jurassic-Cretaceous stock which intrudes Winnemucca Formation rocks on the southern side of Winnemucca Mountain, measuring approximately 6,600 by 9,075 feet. The intrusive contains no quartz but, in general, contains more plagioclase than mafic minerals so is compositionally a diorite. A small body of Tertiary volcanic rocks has been identified on the west side of Winnemucca Mountain.

~~Tertiary basalt and andesite unconformably overlie the older units on the north side of the mountain. These also include more silicic volcanic and sedimentary rocks.~~

An east-northeast trending breccia body measuring 1,320 by 5,000 feet in Triassic sedimentary rocks was mapped on the west side of Winnemucca Mountain. The diatreme, containing gold mineralization now known as the Swordfish zone, is described by Metzler (1994) as an ellipsoid plug of brecciated, silicic dacite and rhyolite with sharp contacts. The breccia contains angular clasts of the older siltstone and granodiorite and is considered to be a Tertiary diatreme.

Three directions of major faulting are apparent, each of which appear confined to a particular area of Winnemucca Mountain. In the northern portion of the mountain are three parallel northeast trending faults, situated approximately 2,800 feet apart. Movement on these faults is primarily dip-slip although some minor strike-slip movement was also noted. On the southern flank of the mountain are two parallel north-northeast trending faults 5,000 feet apart. Northerly and northeasterly oriented faults dominate the central part of Winnemucca Mountain. Santa Fe geologists believed that the topography of Winnemucca Mountain was in part controlled by extensional range-front faults and the dominant structural trend, especially with respect to mineralizing events, is northeast.

Though there is a significant amount of historical exploration on the Winnemucca Mountain Property, none of the previous owners have established any substantial operations on the property. Further, the data set from past exploration is not complete. In March 2013 the Company contracted consultants to study the mineralization and known resources on the Winnemucca Mountain Property. Company consultants completed mapping and geochemical sampling of the 3,000 feet long Swordfish zone on the Property. Using this surface work along with available historical drill results data, 3D modeling of the gold/silver mineralization was completed. Based on the results of the initial work, Company consultants have recommended further exploration on the property including geophysics, core and reverse circulation (RC) drilling. Subject to available funds the Company plans further exploration of the property as recommended by the company consultants.

We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

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

Our common stock is quoted under the symbol “NMEX” on the OTCPINK operated by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and the OTCQB operated by OTC Markets Group, Inc. Few market makers continue to participate in the OTCBB system because of high fees charged by FINRA. The criteria for listing on either the OTCBB or OTCQB are similar and include that we remain current in our SEC reporting.

Our shares are ~~quoted on~~subject to Section 15(g) and Rule 15g-9 of the ~~Over-the-Counter ("OTC") under~~Securities and Exchange Act, commonly referred to as the ~~symbol “NMEX”.~~“penny stock” rule. The ~~OTC is~~rule defines penny stock to be any equity security that has a ~~regulated quotation service that displays real-time quotes, last sale prices~~market price less than $5.00 per share, subject to certain exceptions. These rules may restrict the ability of broker-dealers to trade or maintain a market in our common stock and ~~volume~~may affect the ability of shareholders to sell their shares. Broker-dealers who sell penny stocks to persons other than established customers and accredited investors must make a special suitability determination for the purchase of the security. Accredited investors, in general, include individuals with assets in excess of $1,000,000 (not including their personal residence) or annual income exceeding $200,000 or $300,000 together with their spouse, and certain institutional investors. The rules require the broker-dealer to receive the purchaser’s written consent to the transaction prior to the purchase and require the broker-dealer to deliver a risk disclosure document relating to the penny stock prior to the first transaction. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, and current quotations for the security. Finally, monthly statements must be sent to customers disclosing recent price information ~~in over-the counter securities. To be eligible~~ for ~~quotations on~~ the OTC issuers must remain current in their filings with the SEC or applicable regulatory authority. Securities quoted on the OTC that become delinquent in their required filings will be removed following a grace period, if they do not make their required filing in that time. We cannot guarantee that we will continue to have the funds required to remain in compliance with our reporting obligations. There has been no active trading of our securities and therefore no high and low bid pricing.penny stocks.

~~The following table sets forth, for the quarterly periods indicated, the range~~On October 6, 2022, there were approximately 91 holders of ~~high and low bid prices~~record of our common stock, ~~as reported on the OTC since our stock became actively traded. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and~~although there may ~~not necessarily represent actual transactions.~~

~~There~~be other persons who are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

~~On July 15, 2009, we effected a forward split~~beneficial owners of our common stock ~~by way of a dividend pursuant to which each shareholder of record on June 29, 2009 received ten shares of our post-split common stock~~held in ~~exchange~~street name. The transfer agent and registrar for ~~each share of pre-split common stock.~~

~~On August 13, 2013, we effected a reverse split of~~ our common stock on a 10 old for 1 new basis, such that our issued and outstanding shares of common stock decreased from 50,444,842 share of common stock (at July 12, 2013) to 5,044,484 shares of common stock with a par value of $0.001.is Issuer Direct Corporation, 1981 Murray Holiday Road, #100, Salt Lake City, UT 84117.

We have never paid any cash dividends ~~will be made by our board of directors. We currently~~and intend, for the foreseeable future, to retain ~~and use~~ any future earnings for the development ~~and expansion~~ of our ~~business and do not anticipate paying any cash dividends in the foreseeable future.~~business. Our ~~board~~Board of ~~directors has complete discretion on whether to pay dividends, subject to the approval of our stockholders. Even if our board of directors decides to pay dividends, the form, frequency and amount~~Directors will ~~depend upon~~determine our future dividend policy on the basis of various factors, including our results of operations, ~~and earnings,~~financial condition, capital requirements and ~~surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant.~~investment opportunities.

AsDuring the fourth quarter, the Company sold 333,334 shares of ~~November 30, 2016, there were approximately 47 shareholders~~common stock at $0.03 per share for total cash proceeds of ~~record of our common stock. This number does not include shares held by brokerage clearing houses depositories or others in unregistered form.~~$10,000.

~~SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS~~During the fourth quarter, the Company issued 200,000 shares of common stock in conversion of a $5,000 note payable. The shares were value at $0.03, the closing stock price on the date of grant.

~~As of November 30, 2016, we do not have in effect any compensation plans under which our equity securities are authorized for issuance and we do not have any outstanding stock options.~~

~~Effective July 30, 2014, we issued 1,250,000~~During the fourth quarter, the Company sold 833,333 shares of ~~our~~ common stock to ~~Golden Sands in reliance~~Mr. Miranda at $0.03 per share for total cash proceeds of $25,000.

On July 27, 2022, Mr. Webb assumed the obligation to pay $23,175 of accrued liabilities previously incurred on ~~the exemption provided in Rule 506 of Regulation D~~one of the ~~Securities Act of 1933, as amended, on~~Company’s prior projects. The Company then agreed to convert the ~~basis that Golden Sands represented to our company that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D.~~

~~Effective August 18, 2015, 500,000~~amount into 579,350 shares of ~~restricted common stock at a price of $0.05 per unit ($25,000 in the aggregate) were issued as part of the compensatory terms of the mineral rights option agreement entered into by the Company.~~

Effective October 6, 2015, we issued 100,000 units at a price of $0.05 per unit ($5,000 in the aggregate) to 1 investor. All 100,000 units were issued to 1 U.S. person in reliance on the exemption from registration provided for under Rule 506 of Regulation D, promulgated under the United States Securities Act of 1933, as amended.

Effective October 6, 2015, we issued 400,000 units at a price of $0.06 per unit ($24,000 in the aggregate) to 1 investor. All 400,000 units were issued to 1 non-US person in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended.

Effective January 2, 2016 we issued 100,000 units at a price of $0.04 per unit ($4,000 in the aggregate) to 1 investor. Each unit consists of 1 share of our common stock and one half share purchase warrant with each full warrant exercisable for a period of 12 months to purchase one common share at the price of $0.10. All 100,000 units were issued to 1 U.S. person in reliance on the exemption from registration provided for under Rule 506 of Regulation D, promulgated under the United States Securities Act of 1933, as amended.

Effective January 15, 2016, we issued 1,250,000 units at a price of $0.275 per unit ($34,375 in the aggregate) to 1 investor. Each unit consists of 1 share of our common stock and one half share purchase warrant with each full warrant exercisable for a period of 12 months to purchase one common share at the price of $0.10. All 1,250,000 units were issued to 1 U.S. person in reliance on the exemption from registration provided for under Rule 506 of Regulation D, promulgated under the United States Securities Act of 1933, as amended.

Effective June 1, 2016, we issued 333,334 units at a price of $0.03 per unit ($10,000 in the aggregate) to 1 investor. Each unit consists of 1 share of our common stock and one half share purchase warrant with each full warrant exercisable for a period of 12 months to purchase one common share at the price of $0.10. All 333,334 units were issued to 1 U.S. person in reliance on the exemption from registration provided for under Rule 506 of Regulation D, promulgated under the United States Securities Act of 1933, as amended.

~~Effective June 1, 2016, we issued 7,000,000 units at a price of $0.014 per unit ($98,000 in the aggregate) to 3 investors. Each unit consists of 1 share of~~ common stock. 2,000,000 share purchase warrants were also issued with each full warrant exercisable for a period of 12 months to purchase one common share at the price of $0.10. All 7,000,000 units were issued to 3 U.S. persons in reliance on the exemption from registration provided for under Rule 506 of Regulation D, promulgated under the United States Securities Act of 1933, as amended.

Other than as disclosed above, we did not sell any equity securities which were not registered under the Securities Act during the year ended July 31, ~~2016~~2022 that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended July 31, ~~2016.~~2022.

~~On November 1, 2014 we cancelled 100,000 units of common stock issued at $0.05 per unit.~~None

We intend to furnish our shareholders with annual reports containing financial statements audited by our independent auditors and to make available quarterly reports containing unaudited financial statements for each of the first three quarters of each year.

The public may read and copy any materials that we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is~~www.sec.gov~~.

~~As a “smaller reporting company”, we are not required to provide the information required by this Item.~~

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

~~Introduction~~Results of Operations for the Years Ended July 31, 2022 and 2021

The following discussion and analysis compares our results of operations for the year ended July 31, 2016 to the same period in 2015. This discussion and analysis should be read in conjunction with our financial statements and the related notes thereto included elsewhere in this annual report for the year ended July 31, 2016. This annual report contains certain forward-looking statements that reflect our plans, estimates and beliefs, and our actual operation results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this annual report, particularly in the section entitled "Risk Factors" beginning on page 10 of this annual report.

This report on Form 10-K contains certain forward-looking statements. All statements other than statements of historical fact are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.

These forward-looking statements involve significant risks and uncertainties, including, but not limited to, the following: competition, promotional costs and the risk of declining revenues. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of a number of factors. These forward-looking statements are made as of the date of this filing, and we assume no obligation to update such forward-looking statements. The following discusses our financial condition and results of operations based upon our unaudited financial statements which have been prepared in conformity with accounting principles generally accepted in the United States. It should be read in conjunction with our financial statements and the notes thereto included elsewhere herein.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

~~Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.~~

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States Dollars (US$) and all references to “common shares” refer to the common shares in our capital stock.

As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean Northern Minerals & Exploration Ltd. formerly known as Punchline Resources Ltd., unless otherwise indicated.

We ~~were incorporated on December 11, 2006 under the laws of the State of Nevada.~~

~~The following summary of our results of operations should be read in conjunction with our financial statements for the year ended July 31, 2016, which are included herein.~~

~~Our operating results~~recognize any revenue for the years ended July 31, ~~2016~~2022 and ~~2015 are summarized as follows:~~2021.

Officer compensation was $26,400 and $26,400 for the years ended July 31, 2022 and 2021, respectively, We incur monthly compensation expense of $2,200 for our CFO.

Consulting – related party services were $65,000 and $60,000 for the years ended July 31, 2022 and 2021. Fees are paid to Noel Schaefer, Director, but are billed as consulting fees.

Consulting fees were $0 and $8,000 for the years ended July 31, 2022 and 2021, respectively. When needed the Company hires experts in the mining, oil and gas industries to assist with its current projects. With no active projects in the current year, we did not hire any outside consultants.

Professional fees were $35,615 and $49,566 for the years ended July 31, 2022 and 2021, respectively, a decrease of $13,951, or 28%. Professional fees generally consist of legal, audit and accounting expense. In the current year our audit and legal fees decreased $9,000 and $4,951, respectively.

Mineral property expenditures were $0 and $1,000 for the years ended July 31, 2022 and 2021, respectively. The decrease in in the current period can be attributed to a decrease in expenditures while the Company pursues additional funding.

General and administrative expense was $25,487 and $32,944 for the years ended July 31, 2022 and 2021, respectively, a decrease of $7,457 or 23%. In the prior year we recognized $10,000 of bad debt expense that we did not incur in the current year. This decrease was offset with increases in travel and office expense in the current period.

During the year ended July 31, 2022, we had total other income of $3,219 compared to a loss of $65,058 in the prior year. During the current year we incurred interest expense of $15,235, and a loss on debt conversion of $1,000, which was offset with a gain on forgiveness of debt of $17,167, and other income of $2,287. During the prior year we incurred interest expense of $93,017, which included a $72,631 expense for the issuance of warrants on a loan conversion, a loss on the impairment of oil rights of $28,800 and a loss on debt conversion of $6,857, which was offset with a gain on forgiveness of debt of $38,616, and other income of $25,000.

For the year ended July 31, ~~2016,~~2022, we had a net loss of ~~$185,150~~$149,283 as compared to ~~the~~a net loss of ~~$306,928~~$242,968 for year ended July 31, 2021. Our net loss in the current year decreased mainly due to the expense incurred for the issuance of warrants in the prior year.

Cash used by operating activities was $165,704 for the year ended July 31, 2015. Our net loss was much higher in the prior year ended July 31, 2015 primarily due to ramp up of operations in our mineral property business without earning any revenues. Our accumulated deficit to July 31, 2016 was $1,002,485.

~~We began earning revenues in Q1 2016. For the year ended July 31, 2016, we had Revenue of $14,301 as~~2022 compared to ~~Revenue of $Nil~~cash used for ~~the prior year ended July 31, 2015.~~

Our total current assets as of July 31, 2016 were $7,789 as compared to total current assets of $4,720 as of July 31, 2015. The increase was primarily due to receipt of cash for our revenues. Our total current liabilities as of July 31, 2016 were $481,978 as compared to total current liabilities of $466,790 as of July 31, 2015. The increase in current liabilities was attributed to corresponding increase of accounts payable and other advances with increased operations.

~~Cash used by~~ operating activities ~~went from $359,980~~of $168,873 for the year ended July 31, ~~2015~~2021.

Net cash provided by financing activities was $190,550 for year ended July 31, 2022 compared to ~~cash used of $173,961~~$163,000 for the year ended July 31, ~~2016 due to oil and gas revenues earned in the current year and less incurred for mining expenses due to management’s focus on oil and gas activities in the current year.~~

~~Cash from investing activities decreased from $64,750 for~~2021. During the year ended July 31, ~~2015 to cash used for investing activities~~2022, we received $220,550 from the sale of ~~$2,344 for~~common stock. We also received $5,000 from a loan payable and repaid $15,000. During the year ended July 31, ~~2016 due to~~2021, we received $163,000 from the sale of ~~further mineral rights and properties and stock issued to pay down property option payable offset by payments made for oil and gas properties.~~

~~Financing Activities~~We had the following loans outstanding as of July 31, 2022:

On April 16, 2017, the Company executed a promissory note for $15,000 with a third party. The note matures in two years and interest is set at $3,000 for the full two years. As of July 31, 2022, there is $15,000 and $6,375 of principal and accrued interest, respectively, due on this loan. As of July 31, 2021, there was $15,000 and $4,875 of principal and accrued interest, respectively, due on this loan. This loan is currently in default.

On June 11, 2020, a third party loaned the Company $14,000. On March 3, 2021, the party loaned another $5,000 to the Company. During the year ended July 31, ~~2016~~2022, the Company repaid $15,000 of the loan. The loan is unsecured, non-interest bearing and ~~$262,000 for~~due on demand. As of July 31, 2022, there is a balance due of $4,000.

During the year ended July 31, ~~2015 due to proceeds~~2020, a third party loaned the Company $60,000. The loan is unsecured, bears interest at 8% per annum and matures on September 1, 2021. As of ~~convertible debt~~July 31, 2022, there is $13,585 of interest accrued on this note. This note is in ~~the prior year.~~default.

We will require additional funds to fund our budgeted expenses over the next twelve months. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is still no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. Further, we may continue to be unprofitable. We need to raise additional funds in the immediate future in order to proceed with our budgeted expenses.

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

~~The discussion and analysis~~Refer to Note 2 of our financial ~~condition~~statements contained elsewhere in this Form 10-K for a summary of our critical accounting policies and recently adopting and issued accounting standards.

Smaller reporting companies are not required to provide the information required by this Item.

To the Board of Directors and
Stockholders of Northern Minerals & Exploration, LTD.

We have audited the accompanying balance sheets of Northern Minerals & Exploration, LTD. (the Company) as of July 31, 2022 and 2021, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended July 31, 2022, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2022 and 2021, and the results of its operations ~~are based upon our financial statements, which have been prepared~~and its cash flows for each of the years in ~~accordance~~the two-year period ended July 31, 2022, in conformity with ~~the~~ accounting principles generally accepted in the United States of America. ~~Preparing~~

The accompanying consolidated financial statements ~~requires~~have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying consolidated financial statements, the Company has significant net losses, cash flow deficiencies, negative working capital and an accumulated deficit. Those conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding those matters are described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, ~~to make estimates and assumptions that affect~~as well as evaluating the ~~reported amounts~~overall presentation of ~~assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies.~~the financial statements. We believe that ~~understanding~~our audits provide a reasonable basis for our opinion.

The critical audit matters are matters arising from the ~~basis and nature~~current period audit of the ~~estimates and assumptions involved with the following aspects of our~~ financial statements isthat were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical ~~to an understanding of our financial statements.~~audit matters.

The accounting and reporting policies of ~~our company~~the Company conform to U.S. generally accepted accounting principles (US GAAP).

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

~~Cash~~The Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less as cash and cash ~~equivalents include cash~~equivalents. The carrying amount of financial instruments included in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. As at July 31, 2016, we had cash and cash equivalents approximates fair value because of ~~$5,239 (July~~the short maturities for the instruments held. The Company had no cash equivalents as of July 31, ~~2015 - $2,170).~~2022 and 2021.

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Kathis Energy LLC, Kathis Energy Fund 1, LLP and Enmex Operations LLC. All financial information has been prepared in conformity with accounting principles generally accepted in the United States of America. All significant intercompany transactions and balances have been eliminated.

Property consists of mineral rights purchases as stipulated by underlying agreements and payments made for oil and gas exploration rights. Our company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. When we determine that the carrying value of long-lived assets may not be recoverable based upon the existence of one or more indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, we record an impairment charge. Our company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows.

Mineral property acquisition and exploration costs are expensed as incurred until such time as economic reserves are quantified. Cost of lease, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. We have chosen to expense all mineral exploration costs as incurred given that it is still in the exploration stage. Once our company has identified proven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it would enter the development stage and capitalize future costs until production is established. When a property reaches the production stage, the related capitalized costs will be amortized over the estimated life of the probable-proven reserves. When our company has capitalized mineral properties, these properties will be periodically assessed for impairment of value and any diminution in value. ~~To date, our company~~

The Company follows the successful efforts method of accounting for its oil and gas properties. Under this method of accounting, all property acquisition costs and costs of exploratory and development wells are capitalized when incurred, pending determination of whether the well found proved reserves. If an exploratory well does not find proved reserves, the costs of drilling the well are charged to expense. The costs of development wells are capitalized whether those wells are successful or unsuccessful. Other exploration costs, including certain geological and geophysical expenses and delay rentals for oil and gas leases, are charged to expense as incurred. Maintenance and repairs are charged to expense, and renewals and betterments are capitalized to the appropriate property and equipment accounts. Depletion and amortization of oil and gas properties are computed on a well-by-well basis using the units-of-production method. Although the Company has ~~not established~~recognized minimal levels of production and revenue in the ~~commercial feasibility~~past, none of ~~any exploration prospects; therefore, all~~its property have proved reserves. Therefore, the Company’s properties are designated as unproved properties.

Unproved property costs are not subject to amortization and consist primarily of leasehold costs related to unproved areas. Unproved property costs are transferred to proved properties if the properties are subsequently determined to be ~~expensed.~~productive and are assigned proved reserves. Proceeds from sales of partial interest in unproved leases are accounted for as a recovery of cost without recognizing any gain until all cost is recovered. Unproved properties are assessed periodically for impairment based on remaining lease terms, drilling results, reservoir performance, commodity price outlooks or future plans to develop acreage.

Accounting Standards Codification (“ASC”) Topic 410, Asset Retirement and ~~Risk Concentrations~~

~~Our company’s financial instruments comprise cash and cash equivalents, loan receivable, accounts payable and accrued liabilities, notes payable and convertible loan. Unless otherwise indicated,~~Environmental Obligations (“ASC 410”) requires an entity to recognize the fair value of financial assets and financial liabilities approximate their recorded values due to their short terms to maturity. Our company determines the fair value of our long-term financial instruments based on quoted market values or discounted cash flow analyses.

Financial instruments that may potentially subject our company to concentrations of credit risk comprise primarily cash and cash equivalents and accounts receivable. Cash and cash equivalents comprise deposits with major commercial banks and/or checking account balances. With respect to accounts receivable, our company performs periodic credit evaluations of the financial condition of our customers and typically does not require collateral from them. Allowances are maintaineda liability for potential credit losses consistent with the credit risk of specific customers and other information. Unless otherwise noted, it is management's opinion that our company is not exposed to significant interest or currency risks in respect of our financial instruments.

Our company accounts for our income taxes in accordance with ASC 740, “Income Taxes”, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carryforwards. 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 operationsan asset retirement obligation in the period ~~that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when,~~ in ~~the opinion of management,~~which it is ~~more likely than~~incurred. The net estimated costs are discounted to present values using credit-adjusted, risk-free rate over the estimated economic life of the oil and gas properties. Such costs are capitalized as part of the related asset. The asset is depleted on the equivalent unit-of-production method based upon estimates of proved oil and natural gas reserves. The liability is periodically adjusted to reflect (1) new liabilities incurred, (2) liabilities settled during the period, (3) accretion expense and (4) revisions to estimated future cash flow requirements. To date, the Company has very few operating wells. Currently, the Company has one working well. Because there is only one active well on the Ritchie Lease with a 24% working interest, the Company estimates the asset retirement obligation to be trivial and has not ~~that the deferred tax assets will not be realized.~~recorded an ARO liability.

~~Our company reports earnings~~Net income (loss) per common share ~~in accordance with~~is computed pursuant to ASC ~~260, "Earnings~~260-10-45, Earnings per ~~Share."~~Share—Overall—Other Presentation Matters. Basic ~~earnings~~net income (loss) per common share is computed by dividing net income (loss) ~~available to common stockholders~~ by the weighted average number of shares of common ~~shares available.~~stock outstanding during the period. Diluted ~~earnings~~net income (loss) per common share is computed ~~similar to basic earnings~~by dividing net income (loss) ~~per share except that~~by the ~~denominator is increased to include the~~weighted average number of ~~additional~~shares of common stock and potentially outstanding shares ~~that would have been outstanding if~~of common stock during the ~~potential common shares had been issued and if the additional common shares were dilutive.~~period.

~~Our company has no potential dilutive instruments and accordingly, basic loss and diluted share loss per share are equal.~~

~~Smaller reporting companies are not required to provide the information required by this Item.~~

~~To the Board of Directors and Stockholders of~~
~~Northern Minerals & Exploration Ltd.~~

We have audited the accompanying balance sheet of Northern Minerals & Exploration Ltd. as of July 31, 2016, and the related statements of operations and comprehensive loss, stockholders’ equity, and cash flows forFor the year ended July 31, ~~2016. Northern Minerals & Exploration Ltd.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.~~

~~We conducted our audit in accordance with~~2022, the ~~standards~~Company had no potentially dilutive shares of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Northern Minerals & Exploration Ltd. as of July 31, 2016, and the results of its operations and its cash flows forcommon stock. For the year ended July 31, ~~2016,~~2021, the Company had 1,911,330 of potentially dilutive shares from warrants. The diluted loss per share is the same as the basic loss per share for the years ended July 31, 2022 and 2021, as the inclusion of any potential shares would have had an antidilutive effect due to our loss from operations.

In August 2020, the FASB issued ASU 2020-06,Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in ~~conformity~~Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock. For convertible instruments with ~~accounting principles generally accepted~~conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital, the embedded conversion features no longer are separated from the host contract. ASU 2020-06 also removes certain conditions that should be considered in the ~~United States~~derivatives scope exception evaluation under Subtopic 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and clarify the scope and certain requirements under Subtopic 815-40. In addition, ASU 2020-06 improves the guidance related to the disclosures and earnings-per-share (EPS) for convertible instruments and contract in entity’s own equity. ASU 2020-06 is effective for public business entities that meet the definition of ~~America.~~a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Board specified that an entity should adopt the guidance as of the beginning of its annual fiscal year.

The accompanying financial statements have been prepared assuming the company will continue as a going concern. As discussed in Note 1 to the financial statements, the company has an accumulated deficit of $1,002,485 and intends to fund future operations through equity financing arrangements. These factors raise substantial doubt about the company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Northern Minerals & Exploration Ltd. (the “Company”) is an emerging natural resource company operating in oil and gas production in central Texas and exploration for gold and silver in northern Nevada.

The Company ~~was incorporated~~has implemented all new accounting pronouncements that are in ~~Nevada~~effect. These pronouncements did not have any material impact on ~~December 11, 2006 under~~ the ~~name Punchline Entertainment, Inc. On August 22, 2012, the Company’s board of directors approved an agreement~~financial statements unless otherwise disclosed, and ~~plan of merger to effect a name change of~~ the Company ~~from Punchline Entertainment, Inc. to Punchline Resources Ltd. On July 12, 2013, the stockholders approved an amendment to change the name~~does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of ~~the Company from Punchline Resources Ltd. to Northern Mineral & Exploration Ltd. FINRA approved the name change on August 13, 2013.~~operations.

On April 24, 2014, the previous Chief Executive Officer and Director, Ramzan Savji, resigned and Howard Siegel was appointed as the new Company President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director. On March 16, 2015, Ivan Webb was appointed as Vice President and Director.

On October 14, 2014, the Company entered into an agreement to acquire a 75% working interest in the J.E. Richey lease. This lease area has six known productive formations. The existing three wells on the lease are fully equipped. There is spacing available for new drilling of two or more wells. Beginning in May 2015 the Company started conducting operations on the three wells to place them back into production. The rework/re-completion was completed on July 28, 2015 and production of oil and gas was established. On March 20, 2015, the Company sold a 37.5% working interest in the three wells.

On July 7, 2014, the Company acquired a 75% working interest in the Isenhower lease. The Isenhower lease has three fully equipped wells completed in the Cook Sandstone at approximately 500 feet. The lease also has one approved water injection well and eight potential undrilled locations. The Company’s plan is to rework all three of the wells to place them back into production and drill new wells to fully develop the acreage. No work was conducted during the fiscal year. Terms are being negotiated for addition time to perform the terms of the agreement. As of the date of this report, no definitive terms have been reached.

On July 7, 2014, the Company acquired a 60% working interest in the J. Morgan lease. The J. Morgan lease is located in an area with multiple formations that are known to be oil and gas productive. No work was conducted during the fiscal year. Terms are being negotiated for addition time to perform the terms of the agreement. As of the date of this report, no definitive terms have been reached.

During the fiscal year the Company acquired the Olson lease covering 160 acres in Jones County, Texas. This lease is 1.5 miles from the Strand Palo Pinto Reef Field which was discovered in 1940 and has produced 1,700,000 barrels of oil from 8 wells or 212,500 barrels of oil per well. The structure map on the Palo Pinto shows a large buildup in the Palo Pinto Reef across the southern portion of the lease. The Guinn #1 Olson well is 90’ high to a well 1000’ to the southeast and 42’ high to a well 1,150’ to the northwest. The Guinn well had a show and a tremendous buildup in the Palo Pinto Reef. The structural buildup and reef buildup across the acreage and close similarities to the Strand Field make this a very good prospect.

On September 14, 2012, the Company entered into an option agreement (as amended and restated on November 15, 2012, February 1, 2013 and August 26, 2013) with AHL Holdings Ltd., a Nevada corporation, and Golden Sands Exploration Inc., a company incorporated under the laws of British Columbia, Canada, wherein the Company acquired an option to purchase a revised 80% interest in and to certain mining claims from AHL Holdings and Golden Sands, which claims form the Winnemucca Mountain Property in Humboldt County, Nevada. This Winnemucca Mountain property is currently comprised of 208 unpatented mining claims covering an area of approximately 3,800 acres.

The aggregate cash fee payable to exercise the option has been increased from $1,715,000 to $1,755,000 and the total number of common shares issuable to exercise the option has been increased from 100,000 to 2,100,000. Lastly, the amended and restated agreement provides that AHL Holdings may elect to receive shares of the Company’s common stock in lieu of any cash payments payable pursuant to the agreement at a 75% discount to the then current closing market price.

~~Effective July 30, 2014, the Company entered into amended and restated option agreement with AHL Holdings and Golden Sands~~that materially modifies and replaces the terms of the original option agreement (as amended last on August 26, 2013). No work was conducted on the property during the current fiscal year. Subsequent to July 31, 2016 the Company was negotiating to amend its option agreement with AHL Holdings and Golden Sands.

The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles for financial information and the instructions for Form 10-K. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.

The accompanying financial statements are prepared and presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, they do not include any adjustments relating to the realization of the carrying value of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Since inception to ~~date,~~July 31, 2022, the Company has an accumulated deficit of ~~$1,002,485.~~$3,391,341. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the next twelve ~~months ending July 31, 2017.~~

months. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~2. SIGNIFICANT ACCOUNTING POLICIES~~NOTE 4 —WINNEMUCCA MOUNTAIN PROPERTY

On September 14, 2012, we entered into an option agreement with AHL Holdings Ltd., and Golden Sands Exploration Inc. (“Optionors”), wherein we acquired an option to purchase an 80% interest in and to certain mining claims, which claims form the Winnemucca Mountain Property in Humboldt County, Nevada (“Property”). This property currently is comprised of 138 unpatented mining claims covering approximately 2,700 acres.

On July 23, 2018, the Company entered into a New Option Agreement with the Optionors. This agreement provided for the payment of $25,000 and the issuance of 3,000,000 shares of the Company’s common stock and work commitments. The ~~accounting~~Company issued the shares and ~~reporting policies~~made the initial payment of $25,000 per the terms of the July 31, 2018 agreement. The second payment of $25,000 per the terms of the agreement was not paid when it became due on August 31, 2018 causing the Company to default on the terms of the July 23, 2018 agreement.

On March 25, 2019 the Company entered into a New Option Agreement with the Optionors. As stated in the New Option Agreement the Company has agreed to certain terms and conditions to have the right to earn an 80% interest in the Property, these terms include cash payments, issuance of common shares of the Company ~~conform to U.S. generally accepted accounting principles (US GAAP).~~and work commitments.

~~Notes~~firm commitments per the March 25, 2019, option agreement total $381,770 of which cash payments total $181,770 and a firm work commitment of $200,000. These commitments include payments for rentals payable to ~~Financial Statements~~

BLM and also for the staking of new claims adjoining the existing claims. The work commitment was to be conducted prior to December 31, 2020. As of July 31, ~~2016~~2022 and 2021, the Company has accounted for $285,453 and $285,453, respectively, in its accrued liabilities.

The ~~preparation~~Company has received notice from the Optionors, effective October 27, 2020, that its Option Agreement to earn an interest in the Winnemucca Mountain Gold Property has been terminated for being in default of ~~financial statements~~certain terms and conditions of the Agreement. Management is in ~~conformity~~discussions with ~~U.S. generally accepted accounting principles requires management~~the principals of the Winnemucca property to ~~make estimates~~resolve any outstanding obligations.

During the year ended July 31, 2021, the Company received notice from the Optionors of the current amount due resulting in the reduction of the liability to $285,453. As a result, the Company recognized a gain on debt forgiveness of $23,616.

The Company does not fully agree with the amount due and ~~assumptions~~is working to resolve the issue.

On August 22, 2013, the Company entered into a $50,000 Convertible Loan Agreement with an un-related party. The Loan and interest are convertible into Units at $0.08 per Unit with each Unit consisting of one common share of the Company and ½ warrant with each full warrant exercisable for one year to purchase one common share at $0.30 per share. On July 10, 2014, a further $35,000 was received from the same unrelated party under the same terms. On July 31, 2018, this Note was amended whereby the principal and interest are now convertible into Units at $0.04 per Unit with each Unit consisting of one common share of the Company and ½ warrant with each full warrant exercisable for one year to purchase one common share at $0.08 per share. The Loan shall bear interest at the rate of Eight Percent (8%) per annum and matured on March 26, 2020. On July 31, 2021, the Note holder converted this note in full into 3,822,659 shares of common stock and 1,911,330 warrants. The shares were value at $0.04. The Company recognized a loss on the conversion of $6,857.

On October 20, 2017, the Company executed a convertible promissory note for $25,000 with a third party. The note accrues interest at 6%, matures in two years and is convertible into shares of common stock at maturity, at a minimum of $0.10 per share, at the option of the holder. During the year ended July 31, 2022, the note holder converted the $25,000 of principal and $6,000 of interest into 310,000 shares of common stock.

On June 11, 2020, a third party loaned the Company $14,000. On March 3, 2021, the party loaned another $5,000 to the Company. During the year ended July 31, 2022, the Company repaid $15,000 of the loan. The loan is unsecured, non-interest bearing and due on demand. As of July 31, 2022, there is a balance due of $4,000.

During the year ended July 31, 2020, a third party loaned the Company $15,000. The loan is unsecured, bears interest at 8% per annum and matures on September 1, 2021. On September 30, 2021, the note holder converted the $15,000 of principal and $2,400 of interest into 435,000 shares of common stock.

During the year ended July 31, 2020, a third party loaned the Company $60,000. The loan is unsecured, bears interest at 8% per annum and matures on September 1, 2021. As of July 31, 2022, there is $13,585 of interest accrued on this note. This note is in default.

During the year ended July 31, 2021, the Company sold 2,667,200 shares of common stock at $0.03 per share for total cash proceeds of $80,000.

On July 31, 2021, the Company issued 250,000 shares of common stock in conversion of a $25,000 accounts payable. The shares were value at $0.04, the closing stock price on the date of grant. The Company recognized a $15,000 gain on the conversion.

On May 5, 2021, the Company issued 5,000,000 shares of common stock to Foster S Zeiders, per the terms of the agreement with Calihoma Partners LLC (Note 10). The shares are being held by the transfer agent and are disclosed as issued but not outstanding.

As discussed in Note 6 a note holder converted his note in full into 3,822,659 shares of common stock during the year ended July 31, 2021.

During the year ended July 31, 2022, the Company sold 50,000 shares of common stock at $0.10 per share for total cash proceeds of $5,000.

During the year ended July 31, 2022, the Company sold 1,583,336 shares of common stock at $0.03 per share for total cash proceeds of $47,550.

On July 20, 2022, an individual converted a $5,000 loan payable into 200,000 shares of common stock. The shares were valued at $0.03, the closing price on the date of conversion, resulting in the recognition of a $1,000 loss on conversion.

As discussed in Note 6 a note holder converted their note in full into 310,000 shares of common stock during the year ended July 31, 2022.

As discussed in Note 7 a note holder converted their note in full into 435,000 shares of common stock during the year ended July 31, 2022.

The Company issued 1,911,330 warrants as part of a debt conversion in the prior year. The warrants were evaluated for purposes of classification between liability and equity. The warrants do not contain features that ~~affect~~would require a liability classification and are therefore considered equity. The Black Scholes pricing model was used to estimate the fair value of $72,631 of the Warrants with the following inputs: stock price of $0.04, exercise price of $0.08, 2-year term, volatility of 313%, and a risk free rate of 0.19.

On April 13, 2021, the Company entered into an agreement with Foster S. Zeiders, one of the owners of the Calihoma Partners LLC (“Fosters’). Per the terms of the agreement Foster is willing to transfer to NMEX Natural Gas LLC, (a subsidiary of the Company still to be created), all of his interest, including but not limited to a 35% back-in after payout interest in Calihoma Partners LLC which has 60% ownership in West Lenapah Project including the assets and project definition as described in the agreement. Foster hereby agrees to transfer one hundred (100%) percent of his membership interests in Calihoma Partners LLC, in exchange for 5,000,000 shares of common stock to be issued to him and an additional 5,000,000 shares to be issued pursuant to a specified timeframe.

During the initial period of this Agreement if either party hereto for reasonable cause determines that membership interests in Calihoma Partners LLC should no longer be held by NMEX Natural Gas LLC. Foster shall exchange his shares in Northern for the membership interests in NMEX Natural Gas LLC, and Northern will convey such membership interests to Foster in exchange for his stock in Northern, and NMEX Natural Gas LLC shall become wholly owned by Foster. Foster shall serve as Manager of NMEX Natural Gas LLC until Northern determines to convey the interests in Calihoma Partners or one year whichever is shorter. As of July 31, 2022, the initial 5,000,000 shares of common stock have been issued but are being held by the transfer agent pending final confirmation that the agreement is finalized.

For the Years ended July 31, 2022 and 2021, total payments of $71,000 and $60,000, respectively, were made to Noel Schaefer, a Director of the Company, for consulting services. As of July 31, 2022, and 2021 there is $26,500 and $32,500 credited to accounts payable.

As of July 31, 2022 and 2021, there is $1,900 and $2,200, respectively, credited to accounts payable for amounts due to Rachel Boulds, CFO, for consulting services.

On September 25, 2018, the Company executed a loan agreement with Winona Webb, the wife of the Ivan Webb, CEO, for $6,800. The loan was to be repaid by December 15, 2018, with an additional $680 to cover interest and fees. On October 10, 2018, the Company executed another loan agreement for $15,000. The loan was to be repaid by December 15, 2018, with an additional $1,500 to cover interest and fees. On January 30, 2022, Mr. Webb assumed the obligation from Ms. Webb to pay all interest and principal due totaling $31,917. The Company then agreed to convert the amount into 1,000,000 shares of common stock.

On January 28, 2022, Mr. Webb, purchased 2,000,000 shares of common stock for $60,000.

On July 27, 2022, Mr. Webb assumed the obligation to pay $23,175 of accrued liabilities previously incurred on one of the Company’s prior projects. The Company then agreed to convert the amount into 579,350 shares of common stock.

Victor Miranda, a Director of the Company is also President and owner of Labrador Capital SAPI DE CV (“Labrador”), a major shareholder of the Company owning 8.8% of its issued and outstanding shares. The Company has entered into a Memorandum of Understanding with Labrador to jointly pursue developing real estate projects in Mexico. As of the date of this report no projects have been identified to jointly pursue. In the event of a decision to go forward with Labrador, Victor Miranda will abstain from voting to avoid any conflict of interest.

During the year ended July 31, 2021, Mr. Miranda purchased 600,000 shares of common stock at $0.03 per share for $18,000. The 600,000 shares were issued in September 2021.

During the year ended July 31, 2022, Mr. Miranda purchased 2,933,333 shares of common stock at $0.03 per share for $88,000.

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. As at July 31, 2016, cash and cash equivalents of $5,239 (July 31, 2015 - $2,170) was held as bank balance.

The Company applies the successful efforts method of accounting for oil and gas properties. The Company capitalizes asset acquisition costs of mineral rights and leases. Unproved oil and gas properties are periodically assessed to determine whether they have been impaired, and any impairment in value is charged to expense. The costs of proved properties will be depleted on an equivalent unit-of-production basis in which total proved reserves will be the base used to calculate depletion.

The Company follows FASB ASC 820, Fair Value Measurement (“ASC 820”), which clarifies fair value as an exit price, establishes a hierarchal disclosure framework for measuring fair value, and requires extended disclosures about fair value measurements. The provisions of ASC 820 apply to all financial assets and liabilities measured at fair value.

As defined in ASC 820, fair value, clarified as an exit price, represents the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a result, fair value is a market-based approach that should be determined based on assumptions that market participants would use in pricing an asset or a liability.

~~As a basis for considering these assumptions, ASC 820 defines a three-tier value hierarchy that prioritizes the inputs used in the valuation methodologies in measuring fair value.~~

~~Level 2: Observable market inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and~~

~~Level 3: Unobservable inputs where there is little or no market data, which require the reporting entity to develop its own assumptions.~~

The Company’s financial instruments comprise cash and cash equivalents, loan receivable, accounts payable and accrued liabilities, notes payable and convertible loan. Unless otherwise indicated, the fair value of financial assets and financial liabilities approximate their ~~recorded values due to their short terms to maturity. The Company determines the fair value of its long-term financial instruments based on quoted market values or discounted cash flow analyses.~~

Financial instruments that may potentially subject the Company to concentrations of credit risk comprise primarily cash and cash equivalents and accounts receivable. Cash and cash equivalents comprise deposits with major commercial banks and/or checking account balances. With respect to accounts receivable, the Company performs periodic credit evaluations of the financial condition of its customers and typically does not require collateral from them. Allowances are maintained for potential credit losses consistent with the credit risk of specific customers and other information. Unless otherwise noted, it is management'sopinion that the Company is not exposed to significant interest or currency risks in respect of its financial instruments.

~~The Company accounts for its income taxes in accordance with ASC 740, “Income Taxes”, which requires recognition of deferred~~ tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit 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 operations in the period that includes the enactment date.bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Company reports earnings (loss) per share in accordance with ASC 260, "Earnings per Share." Basic earnings (loss) per share is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company has no potential dilutive instruments and accordingly, basic loss and diluted share loss per share are equal.

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed below, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.

~~In August 2014, FASB issued Accounting Standards Update No. 2014-15,~~ ~~Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern~~ (ASU 2014-15). ASU 2014-15 requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. In doing so, companies will have reduced diversity in the timing and content of footnote disclosures compared to footnote disclosures under today’s guidance. ASU 2014-15 is effective for the Company in the first quarter of 2016 with early adoption permitted. The Company does not believe the impact of adopting ASU 2014-15 on its financial statements will be significant.

~~In May 2014, FASB issued Accounting Standards Update No. 2014-09,~~ ~~Revenue from Contracts with Customers~~ (ASU 2014-09) to provide guidance on revenue recognition. ASU 2014-09 requires a company to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under today’s guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. In August 2015, FASB issued ASU 2015-14, which defers the effective date of ASU 2014-09 for all entities by one year. ASU 2014-09 is effective for the Company in the first quarter of 2018. ASU 2014-09, as amended by ASU 2015-14, is effective for the Company in the fiscal year beginning after December 15, 2017, and interim periods within those years with early adoption permitted up to the first quarter of 2017. Upon adoption, ASU 2014-09 can be applied retrospectively to all periods presented or only to the most current period presented with the cumulative effect of changes reflected in the opening balance of retained earnings in the most current period presented. The Company is currently evaluating the impact of adopting ASU 2014-09 on its financial statements. The Company does not believe the impact of adopting ASU 2014-09 will be significant.

~~In April 2015, FASB issued Accounting Standards Update No. 2015-03,~~ ~~Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs~~ (ASU 2015-03). ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 is effective for the Company in the first quarter of 2016 with early adoption permitted. The Company does not believe the impact of adopting ASU 2015-03 on its financial statements will be significant.

~~In July 2015, FASB issued Accounting Standards Update No. 2015-11,~~ ~~Inventory (Topic 330): Simplifying the Measurement of Inventory~~ (ASU 2015-11). ASU 2015-11 simplifies the subsequent measurement of inventory by replacing today’s lower of cost or market test with a lower of cost and net realizable value test. ASU 2015-11 is effective for the Company in the fiscal year beginning after December 15, 2016, and interim periods within those fiscal years. The Company does not believe the impact of adopting ASU 2015-11 will be significant.

~~In November 2015, FASB issued ASU 2015-17,~~ ~~Balance Sheet Classification of~~ Deferred ~~Taxes~~~~, which simplifies the presentation of deferred taxes by requiring that deferred~~ tax assets and liabilities ~~be presented as noncurrent~~are adjusted for the effects of changes in tax laws and rates on the ~~balance sheet. ASU 2015-17 is effective for the Company in the fiscal year beginning after December 15, 2016, and interim periods within those fiscal years.~~date of enactment. The ~~Company does not believe the impact of adopting ASU 2015-17 will be significant.~~

~~In February 2016, the FASB issued ASU No. 2016-2,~~ ~~Leases~~. ASU 2016-2 is aimed at making leasing activities more transparent and comparable, and requires substantially all leases be recognized by lessees on their balance sheet as a right-of-use asset and corresponding lease liability, including leases currently accounted for as operating leases. ASU 2016-2 is effective for the Company in the fiscal year beginning after December 15, 2018, and interim periods within those fiscal years with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2016-2 on its financial statements, and expects it will impact its current operating leases on its financial statements.

On October 14, 2014, the Company entered into a Terms of Farm-out Agreement with Copper Basin Oil & Gas Inc. to acquire a working interest in an oil and gas lease in the J.E. Richey lease, which has 3 fully equipped wells, production flow lines, injection flow line, Tank battery consisting of two 300 BBL tanks, one 210 BBL tank with two separators. The Company agreed to acquire a 75% working interest in the lease including the existing wells and equipment by committing to do the following:

The total consideration that the Company must pay to acquire the 75% working interest is estimated at $336,000, which amount includes all work requirements, and common stock valued at $0.10 based upon our current share price of $0.11 as at October 14, 2014. The Net Revenue Interest is 56.25% and consists of approximately 206.5 acres, more or less, in Coleman County, Texas. This lease has no depth limit.

On March 20, 2015, the Company entered into a multi-well purchase and sale agreement with EF VC2, LLC to sell a 37.5% working interest (“WI”) in the 3 wells for total consideration of $180,000. Under the terms of the agreement both parties will receive a 50.0% of the WI revenue from these three wells until EF VC2 recaptures their investment of $180,000 (defined as “Payout”). After Payout EF VC2 will revert to a 37.5% of the WI revenue for the remaining life of the production from the three wells.

On July 7, 2014, the Company entered into a Terms of Farm-out Agreement with Grasshoppers Unlimited Inc. to acquire a working interest in an oil and gas lease in the Callahan County Shallow Oil Play, which has 3 fully equipped wells, 1 injection well, production flow lines, injection flow line, Tank battery consisting of two 150 BBL tanks with separator, Injection system has a 150 BBL tank with Injection Pump, 8 un-drilled locations. The Company agreed to acquire a 75% working interest in the lease including the existing wells and equipment by committing to do the following:

On July 7, 2014, under the same Terms of Farm-out Agreement with Grasshoppers Unlimited Inc., the Company acquired a working interest in a second oil and gas lease known as the Callahan/Eastland Mississippi Reef Play, which is located near the Callahan and Eastland County line in Central Texas. We agreed to acquire 60% of the working interest in this lease by conducting the following:

~~Effective July 30, 2014, the Company entered into an amended and restated option agreement with AHL Holdings and Golden Sands~~that materially modifies and replaces the terms of the original option agreement (as amended last on August 26, 2013). Pursuant to this amended and restated agreement, the remaining outstanding obligations are as follows:

On August 22, 2013 the Company entered into a $50,000 Convertible Loan Agreement with an un-related party. The Loan is convertible into Units at $0.10 per Unit with each Unit consisting of one common share of the Company and ½ warrant with each full warrant exercisable for 1 year to purchase 1 common share at $0.30 per share. The Loan shall bear interest at theU.S. federal income tax rate of ~~Eight Percent (8%) per annum, payable on maturity, calculated on the principal amount of the Loan outstanding.~~

~~On July 10, 2014, a further $35,000 was received by the same unrelated party under the same terms.~~21% is being used.

The ~~Company may require the Lender, at any time following the date that the closing price~~provision for Federal income tax consists of the Shares as listed on a Principal Market, as quoted by Bloomberg L.P. (the “Closing Price”) has been at or above $0.40 for a period of twenty consecutive trading days, to exercise the Warrants and acquire the Shares at the Conversion Price. The Lender must exercise the Warrants in accordance with Section 2.6(e) within five (5) business days of the receipt of notice from the Company, after which time the Warrants shall be cancelled if unexercised. As used herein, “Principal Market” shall mean the OTC Bulletin Board, the Nasdaq SmallCap Market, or the American Stock Exchange. If the Common Shares are not traded on a Principal Market, the Closing Price shall mean the reported Closing Price for the Common Shares, as furnished by FINRA for the applicable periods.following July 31:

The ~~Company has authorized 75,000,000 common shares with $0.001 par value. Each common share entitles~~cumulative tax effect at the ~~holder to one vote, in person or proxy, on any matter on which action~~expected rate of ~~the stockholder~~21% of ~~the corporation~~significant items comprising our net deferred tax amount is ~~sought.~~as follows:

At July 31, ~~2016, there are 25,827,818 common stock issued and outstanding:~~2022, the Company had net operating loss carry forwards of approximately $416,000 that maybe offset against future taxable income. No tax benefit has been reported in the July 31, 2022 or 2021 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

On ~~October~~December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cut and Jobs Act (the “Tax Act”). The Tax Act establishes new tax laws that affects 2018 and future years, including a reduction in the U.S. federal corporate income tax rate to 21% effective January 1, ~~2014 pursuant~~2018. For certain deferred tax assets and deferred tax liabilities.

Due to the ~~closing of private placements, 900,000 shares of common stock at a purchase price of $0.05 per share for total proceeds of $45,000 was issued.~~

~~On October 20, 2014, 2,000,000 shares of common stock were issued as part~~change in ownership provisions of the ~~compensatory terms~~Tax Reform Act of ~~the Terms of Farm-out Agreement to acquire a working interest in an oil and gas lease entered into by the Company.~~

~~On November 1, 2014, 100,000 shares of common stock that were purchased at $0.05 per share~~1986, net operating loss carry forwards for ~~total proceeds of $5,000 and issued on July 31, 2014 were cancelled. The $5,000 has been reclassed as an advance to the Company.~~

~~On August 18, 2015, 500,000 shares of restricted common stock were issued as part of the compensatory terms of the mineral rights option agreement entered into by the Company.~~

~~On October 6, 2015 pursuant to the closing of a private placement, 100,000 shares of restricted common stock at a purchase price of $0.05 per share for total proceeds of $5,000 was issued.~~

~~On October 6, 2015 pursuant to the closing of a private placement, 400,000 shares of restricted common stock at a purchase price of $0.06 per share for total proceeds of $24,000 was issued.~~

~~On January 2, 2016 pursuant to the closing of a private placement, 100,000 shares of restricted common stock at a purchase price of $0.04 per share for total proceeds of $4,000 was issued.~~

~~On January 15, 2016 pursuant to the closing of a private placement, 1,250,000 shares of restricted common stock at a purchase price of $0.275 per share for total proceeds of $34,375 was issued.~~

~~On June 1, 2016 pursuant to the closing of a private placement, 333,334 shares of restricted common stock at a purchase price of $0.03 per share for total proceeds of $10,000 was issued.~~

~~On June 1, 2016 pursuant to the closing of private placements, 7,000,000 shares of restricted common stock at a purchase price of $0.014 per share for total proceeds of $98,000 was issued.~~

Warrants were issued during the year ended July 31, 2016 in conjunction with common stock issuances. All warrants had an exercise price of $0.10 and expire in one year. Activity for the year ended July 31, 2016 was:

~~As of July 31, 2015, all previously issued warrants were expired and unexercised.~~

A former officer of the Company has advanced the Company $24,747 by making payments on behalf of the Company. The full balance of $24,747 is still owed as of July 31, 2016 (July 31, 2015 - $24,747). The advance is unsecured, non-interest bearing and has no specific terms of repayment.

On August 15, 2012, the Company entered into an Independent Contractor Agreement with the Company’s then newly appointed Chief Executive Officer, President and Director. The term of the agreement commenced on August 15, 2012 and went through to August 15, 2013, unless formerly terminated. The agreement continued on a month-to-month basis until March 15, 2014. On April 24, 2014, a Settlement Agreement was entered into for a lump sum in full compensation of outstanding compensation owed to the officer to March 15, 2014. In the year ended July 31, 2016, $Nil was paid to the officer (July 31, 2015 - $12,500). The officer has resigned. As of July 31, 2016, $2,500 for the final month of consulting for September 2014 is still owed by the Company.

~~For the year ended July 31, 2016, total payments of $81,400 (July 31, 2015 - $83,350) were made to an officer of the Company for consulting services.~~

WeFederal income tax reporting purposes are subject to ~~taxation~~annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.

ASC Topic 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company’s financial statements. Topic 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the ~~U.S. and the State ofNevada.~~ ~~The Company is not current on its tax filings and is subject to examination until those filings take place.~~financial statements.

The Company ~~has~~includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes. As of July 31, 2022, the Company had no ~~current~~accrued interest or ~~deferred income~~penalties related to uncertain tax ~~liability due~~positions. The Company is subject to examination by the various taxing authorities beginning with the tax year ended December 31, 2017 (or the tax year ended December 31, 2003 if the Company were to utilize its ~~operating losses.~~NOLs)

The Company has federal net operating loss carryforwards totaling approximately $1,000,000 and $800,000 at July 31, 2016 and 2015, respectively. Subject to certain limitations (including limitations under Section 382 of the Internal Revenue Code), the carryforwards are available to offset future taxable income through 2036. The amount of change in the deferred tax asset and the related valuation allowance was approximately $68,000 and $102,000 for the years ending July 31, 2016 and 2015, respectively.NOTE 12 — SUBSEQUENT EVENTS

~~Estimated deferred tax assets totaled $340,000 and $272,000 at July 31, 2016 and 2015, respectively. A 100% valuation allowance~~Management has ~~been recorded~~evaluated subsequent events pursuant to ~~offset~~ the ~~deferred tax assets, due to uncertainty~~requirements of ASC Topic 855, from the ~~Company’s ability to generate future taxable income, in the amount of $374,000, resulting in a net deferred tax asset of $0.~~

We have analyzed the filing positions in all jurisdictions where we are required to file income tax returns and found no positions that would require a liability for unrecognized income tax positions be recognized.

On August 15, 2016, the Company acquired an oil and gas lease covering 450 acres known as the Guy Ranch including the cased hole and equipment for the following expenditures plus the issuance of 670,000 shares of the Company’s restricted stock at a value of $16,750 ($0.025 per share).

~~The Company evaluated all events or transactions that occurred after July 31, 2016 up~~balance sheet date through the date ~~these~~the financial statements were ~~available for issuance. With the exception of the above, during this period, the Company did not have any~~issued and has determined that no material ~~recognizable~~ subsequent ~~events.~~events exist.

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

Our previous independent auditors George Stewart, CPA retired on November 1, 2016 and have appointed Fruci & Associates II, PLLC as their transition partner. We engaged Fruci & Associates II, PLLC on November 14, 2016 as our independent auditors to report on our balance sheet as of July 31, 2016, and the related combined statements of income, stockholders’ equity and cash flows for the year then ended.None

We ~~conducted~~carried out an evaluation, of the effectiveness of our “disclosure controls and procedures” (“Disclosure Controls”), as defined by Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of July 31, 2016, the end of the period covered by this Annual Report on Form 10-K. The Disclosure Controls evaluation was done under the supervision and with the participation of our management, including our ~~Chief Executive Officer~~principal executive officer and ~~Chief Financial Officer.~~

~~Disclosure~~principal financial officer, of the effectiveness of our disclosure controls and procedures ~~refer to~~(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and ~~other~~ procedures ~~designed~~were ineffective to ensure that information required to be disclosed in ~~the~~ reports ~~we file or submit~~filed under the Securities Exchange Act of 1934, as amended, is ~~(i)~~ recorded, processed, summarized and reported within the required time periods specified in the Commission’s rules and forms ~~of the SEC~~ and ~~(ii) that such information~~ is accumulated and communicated to our management, including our ~~chief~~principal executive officer and ~~chief~~principal financial officer, ~~or persons performing similar functions,~~ as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating and implementing possible controls and procedures.

Our ~~management does~~principal executive officer and principal financial officer, do not expect that our disclosure controls and procedures or our internal controls will prevent all error ~~and all~~or fraud. A control system, no matter how well ~~designed~~conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control ~~system’s objectives will be~~system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. ~~Because of~~Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. ~~These inherent limitations include~~During the ~~realities that judgments in decision-making can be faulty, and that breakdowns can occur because~~fourth quarter of simple error or mistake. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

~~With respect to~~ the fiscal year ~~ending~~ended July 31, ~~2016,~~2022, we carried out an evaluation, under the supervision and with the participation of our ~~management, including~~principal executive officer and principal financial officer, of the effectiveness of the design and operation of our ~~Chief Executive Officer~~disclosure controls and ~~Chief Financial Officer, has~~procedures. Based on that evaluation and due to the identified material weaknesses discussed below, our principal executive officer and principal financial officer concluded that our ~~Disclosure Controls~~disclosure controls and procedures were ~~not effective.~~ineffective as of the end of the period covered by this report.

To address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our financial statements included in this annual report have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

~~Our management is responsible for establishing and maintaining adequate internal~~Internal control over financial reporting as(as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our management is also required to assess and report on the effectiveness of our internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”). Our internal control over financial reportingAct) is a process designed by, or under the supervision of, our principal executive and principal financial officers, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes ~~of accounting principles~~in accordance with generally accepted inaccounting principles. The management is responsible for establishing and maintaining adequate internal control over our financial reporting. Under the ~~United States. Management assessed~~supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting ~~as of July 31, 2016. In making this assessment, we used~~using the ~~criteria set forth~~Internal Control – Integrated Framework (2013) developed by the Committee of Sponsoring Organizations of the Treadway ~~Commission (COSO) in Internal Control - Integrated Framework 2013~~Commission. Based on this evaluation, our Chief Executive Officer and ~~determined~~Chief Financial Officer have concluded that our internal ~~controls~~control over financial reporting ~~are~~was not ~~effective.~~effective as of July 31, 2022.

We are aware of the following material weaknesses in internal control that could adversely affect the Company’s ability to record, process, summarize and report financial data:

Internal control over financial reporting has inherent limitations, which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process, which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect ~~misstatements.~~misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. 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 ~~and~~or procedures may deteriorate.

There have ~~not~~ been ~~any~~no changes in our internal ~~control~~controls over financial reporting ~~(as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)~~ that occurred during the fourth quarter of the fiscal year ended July 31, ~~2016~~2022, that have materially ~~affected,~~ or are reasonably likely to materially affect, our internal ~~control~~controls over financial reporting.

On April 24, 2014 Ramzan Savji entered into a Stock Purchase Agreement with Ivan Webb pursuant to which Mr. Savji sold to Mr. Webb 2,900,000 shares of our common stock in consideration of $29,000. The securities sold represent approximately 21.73% of our issued and outstanding capital stock as at the date of this report. The funds paid to Mr. Savji in consideration of the shares were Mr. Webb’s personal funds. Mr. Webb is a U.S. resident and citizen.

Pursuant to the terms of the Farm-out Agreement dated July 7, 2014 to acquire a working interest in two oil and gas leases, 6,000,000 shares of common stock was issued to Grasshoppers Unlimited Inc. on July 31, 2014. The securities represent 44.96% of our issued and outstanding capital stock as at the date of this report triggering a change in control of our company.

All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

*Noel Schaefer, Director, Secretary & Chief Operations Officer, (“COO”) has served in a variety of executive and director positions in his 30 plus year career with both domestic and international companies. His emphasis has been with startups by setting up market profiles, developing strategic market placement and refining corporate objectives. Mr. ~~Savji resigned~~Schaefer has successfully helped to raise funds from ~~office~~both the public and ~~our board~~private sectors. He has worked extensively in Far East and Latin America with a particular focus on Mexico. He holds a Bachelor of ~~directors effective April 24, 2014.~~Science degree from Brigham Young University with an emphasis in Marketing and Finance.

~~BUSINESS EXPERIENCE~~Victor Miranda, Director, is the CEO of an insurance broker firm, passionate about ventures developing USA/MEXICO cross border opportunities. He has 15 years of hands on experience in the sales management for the financial sector, with particular focus on developing a savers culture through employee benefits, and 7 years developing successful real estate development projects in Quintana Roo. Quintana Roo is the State in Mexico where the Pemer Bacalar property is located.

The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

~~Howard Siegel was appointed to our Board of Directors on April 23, 2014 and appointed as our President~~,Ivan Webb, Chief Executive Officer, ~~Chief Financial Officer and Treasurer on April 24, 2014.~~

Howard Siegel is an attorney licensed to practice law in the State of Texas and has been a practicing attorney for over 40 years. He holds a law degree from St. Mary’s University Law School. Mr. Siegel’s law practice includes tax, real estate, and corporate law matters. He previously worked for the Internal Revenue Service, Tenneco, Inc., The Superior Oil Company and Bracewell & Patterson. He has served as a Director in public and private corporations, including Hondo Minerals, Inc., Australian Canadian Oil Royalties, Ltd., and Syndication, Inc. Mr. Siegel is 70 years of age and resides in Houston, Texas.

Our company believes that Mr. Siegel’s professional background, management and corporate governance experience give him the qualifications and skills necessary to serve as principal officer and as a director of our company.

Roger Autrey, has experience in assisting businesses in the field of international oil and gas with over 20 years sales, marketing and commercial experience acquired through privately operated and publicly traded oil companies. Mr. Autrey is currently active in several oil and gas projects in Australia & Africa.

He has been personally responsible for identifying, evaluating and recommending multiple new prospects being offered by governmental agencies, creating sealed bid applications to numerous private and public companies, and involved in private bids resulting in successful awards of over 100,000,000 gross acres, both onshore and offshore farmin projects. Further, he has been responsible for creating all sales and marketing materials used for farmin projects for prospective clients and participated in numerous oil and gas conventions globally.

Since early 1998, Mr. Autrey has served as the New Ventures Director for International Oil Lease Service Corp. ("IOLSC") and Australian Grazing & Pastoral Co., Pty. Ltd. ("AGP"). IOLSC and AGP have successfully leased over 600,000,000 and 1,000,000 gross acres, respectively, for oil and gas exploration in foreign countries. Additionally, from March 2004 to March 2011, Mr. Autrey worked in the new ventures department for Australian-Canadian Oil Royalties Ltd. whose principal assets consisted of 15,440,116 gross surface acres of overriding royalty interest and approximately 8,561,007 gross acres of working interests.

We believe that Mr. Autrey's professional background, and business and operational experience give him the qualifications and skills necessary to serve as Secretary of our company. Mr. Autrey was appointed on September 19, 2013.

~~Ivan Webb~~ is a seasoned and successful entrepreneur, with over 35 years of experience in the oil and gas industry internationally and in the United States. He is experienced with acquiring oil and gas concessions and leases, drilling of new wells and reworking/ re-completing existing wells, production management, working with service companies and regulatory compliance. Internationally, he has successfully leased more than 18,000,000 acres. Domestically he has been involved with the acquisition and or management of more than 250 wells in Kansas, ~~Texas,~~ Oklahoma and Texas.

Mr. Webb has also over 30 years of experience in managing or assisting public companies in both the US and Canada with regulatory compliance. His public company experience includes assisting companies with initial public offerings, reverse mergers, obtaining listings, and assisting with ongoing regulatory compliance.

~~We believe that Mr. Webb’s professional background, management~~Rachel Boulds, Chief Financial Officer of the Company. Ms. Boulds currently works for the Company on a part-time basis while also operating her sole accounting practice which she has led since 2009 and ~~corporate governance experience give him~~which provides all aspects of consulting and accounting services to clients, including the ~~qualifications~~preparation of full disclosure financial statements for public companies to comply with GAAP and ~~skills necessary to serve as Vice President as~~SEC requirements. Ms. Boulds also currently provides outsourced chief financial officer services for two other companies. From August 2004 through July 2009, she was employed as a ~~direcotr~~Senior Auditor for HJ & Associates, LLC, where she performed audits and reviews of public and private companies, including the preparation of financial statements to comply with GAAP and SEC requirements. From 2003 through 2004, Ms. Boulds was employed as a Senior Auditor at Mohler, Nixon and Williams. From September 2001 through July 2003, Ms. Boulds worked as an ABAS Associate for PriceWaterhouseCoopers. From April 2000 through February 2001, Ms. Boulds was employed as an e-commerce Accountant for the Walt Disney Group’s GO.com. Ms. Boulds earned a B.S. in Accounting from San Jose University in 2001 and is licensed as a CPA in the state of Utah.

Ramzan Savji was appointed as our President, Chief Executive Officer, Treasurer, Secretary and Director on August 14, 2012. Mr. Savji has more than 30 years of experience in the banking and business sector. He has studied Banking and Business Administration in Germany and was employed with the Deutsche Bank A.G., Munich, Germany in their letters of credit department from June 1971directors or officers are related to August 1974. He then became the Area Representative for Societe Generale, the French & International Bank from May 1988 to April 1995. He covered Kenya, Uganda, Tanzania, Rwanda, Burundi and Malawi. He was responsible for building up and enhancing correspondent banking relationships between Societe Generale and the banks domiciled in the above countries. He was also responsible for lobbying and promoting business for the French companies and arranging short, medium and long-term lines of credit for project financing for both, the Public Sector as well the Private Sector.

In August 2000, Mr. Savji incorporated Telecommunications Supply Line Ltd., a telecommunications installation and networking material supplier in Kenya, wherein he managed the company on a day-to-day basis for over a period of ten years.

~~From December 1993 to December 1996, Mr. Savji has been a Member of the Board of Governors of the Aga Khan Hospital in Nairobi, Kenya~~

Since October 2011, Mr. Savji has been the vice president, secretary and a member to the board of directors of Toron, Inc., a mineral exploration company located in Montreal, Quebec, Canada. His primary duties and responsibilities include assisting the president with the day-to-day operations of the company.

~~Mr. Savji resigned on April 24, 2014. The resignation was not a result of any disagreement with the Company regarding our operations, policies, practices or otherwise.~~

each other. There are no ~~family relationships among~~arrangements or understandings with any of our principal stockholders, customers, suppliers, or any other person, pursuant to which any of our directors or executive officers ~~or directors.~~were appointed.

None of our directors or officers are related to each other. There are no arrangements or understandings with any of our principal stockholders, customers, suppliers, or any other person, pursuant to which any of our directors or executive officers were appointed.

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

All proceedings of our board of directors was conducted by resolutions consented to in writing by the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the corporate laws of the state of Nevada and the bylaws of our company, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

Our company currently does not have nominating, compensation or audit committees or committees performing similar functions nor does our company have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes that the functions of such committees can be adequately performed by our directors.

Our company does not have any defined policy or procedure requirements for shareholders to submit recommendations or nominations for directors. The directors believe that, given the early stage of our business, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the board of directors and we do not have any specific process or procedure for evaluating such nominees. Our director assesses all candidates, whether submitted by management or shareholders, and makes recommendations for election or appointment.

A shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our President, at the address appearing on the first page of this annual report.

Our board of directors has determined that our directors do not qualify as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K, and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.

We believe that the board of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our business and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately performed by our directors.

Our common stock is not registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, our officers, directors, and principal stockholders are not subject to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act.

We have adopted a Code of Ethics applicable to our officers and directors which is a "code of ethics" as defined by applicable rules of the SEC. If we make any amendments to our Code of Ethics other than technical, administrative, or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of our Code of Ethics to our Chief Executive Officer, Chief Financial Officer, or certain other finance executives, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies in a current report on Form 8-K filed with the SEC.

~~Certain potential conflicts of interest are inherent in the relationships between our officers and directors, and us.~~

From time to time, one or more of our affiliates may form or hold an ownership interest in and/or manage other businesses both related and unrelated to the type of business that we own and operate. These persons expect to continue to form, hold an ownership interest in and/or manage additional other businesses which may compete with ours with respect to operations, including financing and marketing, management time and services and potential customers. These activities may give rise to conflicts between or among the interests of us and other businesses with which our affiliates are associated. Our affiliates are in no way prohibited from undertaking such activities, and neither we nor our shareholders will have any right to require participation in such other activities.

Further, because we intend to transact business with some of our officers, directors and affiliates, as well as with firms in which some of our officers, directors or affiliates have a material interest, potential conflicts may arise between the respective interests of us and these related persons or entities. We believe that such transactions will be effected on terms at least as favorable to us as those available from unrelated third parties.

who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

Other than as set out below, there are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.

On March 16, 2015, Ivan Webb was appointed as Vice President and a director. For the twelve months ended July 31, 2016, Mr. Webb has been paid $81,400 (July 31, 2015 - $83,350) as compensation for his services.

On April 23, 2014, Howard Siegel was appointed as a director. On April 24, 2014, Mr. Siegel was further appointed as our President, Chief Financial Officer, Chief Executive Officer and Treasurer. For the twelve months ended July 31, 2016, Mr. Siegel was paid $500 (July 31, 2015 - $Nil).

~~On September 19, 2013, Roger Autrey was appointed as Secretary. Mr. Autrey does not receive compensation for his services.~~

On August 15, 2012, we entered into a consulting agreement with Ramzan Savji, whereby Mr. Savji agreed to provide services as chief executive officer, president and sole director of our company. In consideration for agreeing to provide such services, we had agreed to pay Mr. Savji a salary of $2,500 per month during the term of the consulting agreement in addition to $7,500 as an initial payment for the first three (3) months of services performed by Mr. Savji. On September 19, 2013, Mr. Savji resigned as Secretary and on April 24, 2014, Mr. Savji resigned from office. Pursuant to the Settlement Agreement, we have agreed to pay to Mr. Savji a lump sum of $20,000 in full consideration of outstanding compensation payable to him pursuant to his consulting agreement with the company. Late payment will be subject to a $2,500 monthly penalty until the $20,000 is paid in full. As of July 31, 2016, $2,500 for the final month of consulting for September 2014 is still owed by the Company.

On March 2, 2010, we entered into an independent contractor agreement under which compensation of $8,000 per month was to be paid to perform services to Michael Thiessen for a period of one year. The agreement was continued on a month-to-month basis. However in the year ended July 31, 2012, $232,000 being the whole amount of the related service fee from March 2, 2010, has been written off and the Mr. Thiessen provided a release from all liabilities owed on September 7, 2012, subsequent to his resignation on August 14, 2012.

~~We have not granted any stock options to the executive officers since our inception.~~

For the year ended July 31, 2016, no director or executive officer has received compensation from us pursuant to any compensatory or benefit plan. There is no plan or understanding, express or implied, to pay any compensation to any director or executive officer pursuant to any compensatory or benefit plan.

~~No member of our Board of Directors received any compensation for his services as a director during the year ended July 31, 2016.~~

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

~~Indebtedness of Directors, Senior Officers, Executive Officers and Other Management~~

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

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

The following table sets forth, as of November 30, 2016, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

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

Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended July 31, 2016, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year end for the last three completed fiscal years.

~~We did not have any promoters at any time during the past five fiscal years.~~

We currently act with two directors, ~~Howard Siegel~~Noel Schaefer and ~~Ivan Webb.~~Victor Miranda. We have determined that we do not have an “independent director” as defined in NASDAQ Marketplace Rule 4200(a)(15).

We do not have a standing audit, compensation or nominating committee, but our ~~sole director~~directors and officer ~~acts~~act in such capacities. We believe that our sole director is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. Our sole director does not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee can be adequately performed by the sole director. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.

The Company has not yet adopted a Code of Ethics.

ITEM 11. EXECUTIVE COMPENSATION

The table below summarizes all compensation awarded to, earned by, or paid to each named executive officer for our last two completed fiscal years for all services rendered to us.

SUMMARY COMPENSATION TABLE

Name

and Principal

Position

Year

Salary

($)

Bonus

($)

Stock Awards

($)

Option Awards

($)

Non- Equity

Incentive

Plan

Compensa-

tion

($)

Change in Pension

Value and

Nonqualified

Deferred

Compensation

Earnings

($)

All Other

Compensa-

tion

($)

Total

($)

Noel Schaefer

Chief Operating Officer & Director

2022

2021

$60,000

N/A

$60,000

Victor Miranda

Director

2022

2021

N/A

Ivan Web⁾

Chief Executive Officer & Director

2022

2021

N/A

Rachel Boulds

Chief Financial Officer

2022

2021

$26,400

N/A

$26,400

Noel Schaefer was appointed Chief Operating Officer on July 6, 2018.

Victor Miranda was Chief Financial Officer from July 6, 2018 until February 7, 2020.

Ivan Webb was appointed Vice President on March 16, 2015 and on July 6, 2018 was appointed Chief Executive Officer

Rachel Boulds was appointed Chief Financial Officer on February 7, 2020.

Stock Option Grants

We have not granted any stock options to the executive officers since our inception.

Outstanding Equity Awards at Fiscal Year End

6216

Table of Contents

For the year ended July 31, 2022, no director or executive officer has received compensation from us pursuant to any compensatory or benefit plan. There is no plan or understanding, express or implied, to pay any compensation to any director or executive officer pursuant to any compensatory or benefit plan.

Compensation of Directors

No member of our Board of Directors received any compensation for his services as a director during the year ended July 31, 2022 and 2021.

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

The following table sets forth, as of October 6, 2022, information regarding the beneficial ownership of each class of our voting securities by: (i) our officers and directors; (ii) all of our officers and directors as a group; and (iii) each person known by us to beneficially own 5% or more of any class of our outstanding voting securities. Generally, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to dispose or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which the person has the right to acquire beneficial ownership within 60 days.

Name and Address of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership ⁽¹⁾		Percent of Class ⁽²⁾
Ivan Webb, Chief Executive Officer	Common stock		2,364,350		2.70	%
Noel Schaefer, Chief Operating Officer, Secretary & Director	Common stock		2,000,000		2.29	%
Victor Miranda, Director	Common stock		12,033,333		13.75	%
Rachel Boulds, CFO	Common stock		—		—
All officers and director as a group (4 persons)	Common stock		16,397,683		18.74	%

Labrador Capital SAPI CV ⁽³⁾	Common stock		5,000,000		5.71	%
Starcom SA DE CV	Common stock		5,000,000		5.71	%
All others as a group (2 persons)			10,000,000		11.42	%

(1)	Under SEC rules, beneficial ownership includes shares over which the individual or entity has voting or investment power and any shares which the individual or entity has the right to acquire within sixty days.

(2)	Percentage ownership of common stock is based on 87,509,357 shares of our common stock.

(3)	Victor Miranda is the president of Labrador Capital SAPI CV which is the holder of 5,000,000 shares of the Company’s common stock.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

As of July 31, 2022 and 2021, there is $1,900 and $2,200, respectively, credited to accounts payable for amounts due to Rachel Boulds, CFO, for consulting services.

Table of Contents

On January 28, 2022, Mr. Webb, purchased 2,000,000 shares of common stock for $60,000.

During the year ended July 31, 2021, Mr. Miranda purchased 600,000 shares of common stock at $0.03 per share for $18,000. The 600,000 shares were issued in September 2021.

During the year ended July 31, 2022, Mr. Miranda purchased 2,933,333 shares of common stock at $0.03 per share for $88,000.

The aggregate fees billed for the most recently completed fiscal year ended July 31, ~~2016~~2022 and ~~for the fiscal year ended July 31, 2015~~2021 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

Pursuant 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.

~~1889 FM 2088, Quitman, Texas~~ 881 West State Road, Pleasant Grove, UT		~~75783~~ 84062
(Address of principal executive offices)		(Zip Code)

Large accelerated filer	☐		Accelerated filer	☐
Non-accelerated filer	☐ ☒	~~(Do not check if a smaller reporting company)~~	Smaller reporting company	☒
Emerging growth company	☐

		Page

	PART I	1
~~ITEM 1. DESCRIPTION OF BUSINESS~~	1
~~ITEM 1A. RISK FACTORS~~Item 1.	8 Business	3
~~ITEM 2. PROPERTIES~~	20
~~ITEM 3. LEGAL PROCEEDINGS~~Item 1A.	30 Risk Factors	6
~~ITEM 4. MINE SAFETY DISCLOSURES~~	30
Item 1B.	Unresolved Staff Comments	6

Item 2.	Property	6

Item 3.	Legal Proceedings	6

Item 4.	Mine Safety Disclosures	6

	PART II	30
~~ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES~~			30
~~ITEM 6. SELECTED FINANCIAL DATA~~Item 5.	33 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	7
~~ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~	33
~~ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~Item 6.	36 [Reserved]	7
~~ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~	37
~~ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES~~Item 7.	54 Management’s Discussion and Analysis of Financial Condition and Results of Operation	7
~~ITEM 9A. CONTROLS AND PROCEDURES~~	54
~~ITEM 9B. OTHER INFORMATION~~Item 7A.	55 Quantitative and Qualitative Disclosure About Market Risk	9

Item 8.	Financial Statements and Supplementary Data	10

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A.	Controls and Procedures	12

Item 9B.	Other Information	13

Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

	PART III	55
~~ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE~~			55
~~ITEM 11. EXECUTIVE COMPENSATION~~Item 10.	59 Directors, Executive Officers and Corporate Governance	14
~~ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~	62
~~ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE~~Item 11.	62 Executive Compensation	16
~~ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES~~	63
~~PART IV~~Item 12.	64 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	17
~~ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES~~	64
~~SIGNATURES~~Item 13.	65 Certain Relationships and Related Transactions, and Director Independence	17

Item 14.	Principal Accountant Fees and Services	18

Item 15.	Exhibits, and Financial Statement Schedules	19

Item 16	Form 10-K Summary

	Signatures	20

~~Ellenburger~~	~~4,200’~~	~~Jennings~~	~~3,600’~~
~~Gray~~	~~3,850’~~	~~Upper Capps~~	~~3,450’~~
~~Gardner~~	~~3,700’~~	~~Morris~~	~~3,400’~~

	●	~~Bringing the existing three wells back into production (these three wells have been inactive since November 2012)~~

	●	~~Conducting a H-5 pressure test on the injection well~~

	●	~~Agreeing to drill two (2) new wells prior to August 1, 2015~~

	●	~~Agreeing to drill six (6) new wells prior to August 1, 2016~~

	●	~~Paying $25,000 in cash on or before October 1, 2014~~

	●	~~Issuing to Grasshoppers or its designee(s) 5,000,000 restricted shares of the Company’s common stock~~

	●	~~Enter into an Operating Agreement (A.A.P.L. Model Operating Form 610) with J.V. Rhyne, a licensed oil and gas operator in the State of Texas to operate the wells~~

	●	~~Field Name – Callahan County Regular~~

	●	~~Excellent Fluorescence~~

	●	~~Excellent porosity & permeability~~

	●	~~Longevity (more than 30 years)~~

	●	~~Approximate debt ranges from 440 – 480 feet (depending on surface elevation)~~

	●	~~Gravity of the crude is 32 degree~~

	●	~~Preparing an independent geological report on the lease.~~

	●	~~Agreeing to drill one (1) new well prior to August 1, 2015~~

	●	~~Paying $15,000 in cash on or before October 1, 2014~~

	●	~~Issuing 1,000,000 restricted shares of the Company’s common stock to Grasshoppers or its designees.~~

~~ABBREVIATION~~		~~DEFINITION~~
~~BBL~~		~~Barrel of oil, 42 US standard gallons~~
~~MCF~~		~~Thousand Cubic Feet of natural Gas~~
~~MMCF~~		~~Million Cubic Feet of natural gas~~
~~RRC~~		~~Railroad Commission of Texas, regulatory authority for governing the operations of oil and gas activities~~

	a.	~~$20,000 by January 31, 2015 (extended from January 31, 2014);~~
	b.	~~$50,000 by December 31, 2015 (extended from December 31, 2014);~~
	c.	~~$150,000 by December 31, 2016 (extended from December 31, 2015);~~
	d.	~~$400,000 by December 31, 2017 (extended from December 31, 2016); and~~
	e.	~~$1,000,000 by December 31, 2018 (extended from December 31, 2017);~~

	a.	~~1,250,000 common shares of our company on August 26, 2014;~~
	b.	~~500,000 shares by August 31, 2015 (extended from September 30, 2013);~~
	c.	~~500,000 shares by December 31, 2015 (extended from December 31, 2014); and~~
	d.	~~500,000 shares by December 31, 2016 (extended from December 31, 2015);~~

	a.	incur exploration expense of at least $250,000 by December 31, 2015 (increased and extended from $150,000 by July 1, 2014, respectively). As of July 31, 2016, there has been exploration expenses totaling $21,028;
	b.	~~incur cumulative exploration expense of at least $1,000,000 by December 31, 2016 (increased and extended from $250,000 by December 31, 2014, respectively);~~
	c.	~~incur cumulative exploration expense of at least $2,000,000 by December 31, 2017 (extended from December 31, 2016); and~~
	d.	~~incur cumulative exploration expense of at least $4,000,000 by December 31, 2018 (extended from December 31, 2017);~~

	a.	~~prepare a feasibility report pertaining to the property, authored by a qualified person, reasonably acceptable toAHL Holdings and Golden Sandsby December 31, 2019 (extended from December 31, 2018);~~
	b.	~~deliver toAHL Holdings and Golden Sandsa notice of exercise of option and compliance certificate by December 31, 2019 (extended from December 31, 2018);~~
	c.	~~deliver toAHL Holdings and Golden Sandstechnical reports by April 30, 2016 for the period ended December 31, 2015 (extended from September 15, 2014 and for the period July 1, 2014); and~~
	d.	~~make the following payments to the AHL Holdings:~~

	i.	~~$20,000 by April 1, 2013 (paid);~~
	~~ii.~~	~~$10,000 by April 1, 2015 (extended from April 1, 2014);~~
	~~iii.~~	~~$20,000 by April 1, 2016 (extended from April 1, 2015);~~
	~~iv.~~	~~$20,000 by April 1, 2017 (extended from April 1, 2016); and~~
	v.	~~$50,000 by each successive April 1 until production commences from the property.~~

~~TERM~~		~~DEFINITION~~
~~Aplite~~		~~a light-colored fine-grained igneous rock~~
~~Basalt~~		~~basalt is a dark gray to black, dense to finely grained igneous rock that is the result of lava eruptions. Basalt flows are noneruptive, voluminous, and characterized by relatively low viscosity.~~
~~Breccias~~		~~a coarse-grained sedimentary rock made of sharp fragments of rock and stone cemented together by finer material. Breccia is produced by volcanic activity or erosion, including frost shattering.~~
~~Biotite~~		~~a black, dark brown, or green silicate mineral of the mica group.~~
~~Equigranular~~		~~a material composed chiefly of crystals of similar orders of magnitude to one another.~~
~~Hornfels~~		~~(a) a fine-grained metamorphic rock composed of silicate minerals and formed through the action of heat and pressure on shale.~~
~~Igneous~~		~~(b) describes rock formed under conditions of intense heat or produced by the solidification of volcanic magma on or below the Earth's surface.~~
~~Lithologic~~		~~(c) the gross physical character of a rock or rock formation~~
~~Monzonite~~		~~a visibly crystalline, granular igneous rock composed chiefly of equal amounts of two feldspar minerals, plagioclase and orthoclase, and small amounts of a variety of colored minerals.~~
~~Plutonic~~		~~a mass of intrusive igneous rock that has solidified underground by the crystallization of magma.~~
~~Quartz~~		~~a common, hard, usually colorless, transparent crystalline mineral with colored varieties. Use: electronics, gems.~~
~~Silica~~		~~silicon dioxide found naturally in various crystalline and amorphous forms, e.g. quartz, opal, sand, flint, and agate. Use: manufacture of glass, abrasives, concrete.~~

For the Fiscal Year Ended July 31, 2016	High		Low
Quarter ended July 31, 2016	$	0.05	$	0.023
Quarter ended April 30, 2016	$	0.03	$	0.018
Quarter ended January 31, 2016	$	0.046	$	0.025
Quarter ended October 31, 2015	$	0.14	$	0.04

For the Fiscal Year Ended July 31, 2015
Quarter ended July 31, 2015	$	0.12	$	0.04
Quarter ended April 30, 2015	$	0.085	$	0.052
Quarter ended January 31, 2015	$	0.12	$	0.06
Quarter ended October 31, 2014	$	0.19	$	0.115

	Year Ended July 31,
	2016			2015
Revenue	$	14,301		$	Nil
Mineral property expenditures	$	(18,133	)	$	(123,901	)
General and administrative	$	(181,318	)	$	(183,027	)
Net Income (Loss)	$	(185,150	)	$	(306,928	)

	At July 31,			At July 31,
	2016			2015
Current Assets	$	7,789		$	4,720
Current Liabilities	$	481,978		$	466,790
Working Capital (Deficit)	$	(474,189	)	$	(462,070	)

Report of Independent Registered Public Accounting Firm	F-1

Consolidated Balance Sheets as of July 31, 2022 and 2021	F-2

Consolidated Statements of Operations for the Years ended July 31, 2022 and 2021	F-3

Consolidated Statement of Changes in Stockholders’ Equity (Deficit) for the Years ended July 31, 2022 and 2021	F-4

Consolidated Statements of Cash Flows for the Years ended July 31, 2022 and 2021	F-5

Notes to Consolidated Financial Statements	F-6

	July 31,			July 31,
	2022			2021
ASSETS
Current Assets:
Cash	$	25,813		$	967
Total Current Assets		25,813			967

TOTAL ASSETS	$	25,813		$	967

LIABILITIES & STOCKHOLDERS’ DEFICIT

Current Liabilities:
Accounts payable	$	48,364		$	56,936
Accounts payable – related party		28,400			34,700
Accrued liabilities		305,413			348,344
Convertible debt		—			25,000
Loans payable		79,000			109,000
Loans payable – related party		—			23,210
Total Current Liabilities		461,177			597,190

TOTAL LIABILITIES		461,177			597,190

Commitments and Contingencies		—			—

Stockholders’ Deficit:
Preferred stock, $0.001 par value, 50,000,000 shares authorized; no shares issued		—			—
Common stock, $0.001 par value, 250,000,000 shares authorized; 87,509,357 shares issued, 82,509,357 shares outstanding as of July 31, 2022; 77,818,338 shares issued, 72,818,338 shares outstanding as of July 31, 2021		82,509			72,819
Common stock to be issued		—			18,000
Additional paid-in-capital		2,873,468			2,555,016
Accumulated deficit		(3,391,341	)		(3,242,058	)

Total Stockholders’ Deficit		(435,364	)		(596,223	)

TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT	$	25,813		$	967

NORTHERN MINERALS & EXPLORATION LTD. CONSOLIDATED STATEMENTS OF OPERATIONS
	For the Years Ended July 31,
	2022			2021

Operating expenses:
Officer compensation	$	26,400		$	26,400
Consulting – related party		65,000			60,000
Consulting		—			8,000
Professional fees		35,615			49,566
Mineral property expenditures		—			1,000
General and administrative expenses		25,487			32,944
Total operating expenses		152,502			177,910
Loss from operations		(152,502	)		(177,910	)

Other income (expense):
Interest expense		(15,235	)		(93,017	)
Other income		2,287			25,000
Gain on forgiveness of debt		17,167			38,616
Loss on impairment of oil rights		—			(28,800	)
Loss on conversion of debt		(1,000	)		(6,857	)
Total other income (expense)		3,219			(65,058	)

Loss before provision for income taxes		(149,283	)		(242,968	)
Provision for income taxes		—			—
Net Loss	$	(149,283	)	$	(242,968	)

Net loss per share from operations, basic and diluted	$	(0.00	)		(0.00	)

Weighted average number of common shares outstanding, basic and diluted		77,905,754			68,102,636

	Common		Common Stock		Additional Paid-in		Common Stock To			Accumulated			Total Stockholders’
	Stock		Amount		Capital		be Issued			Deficit			Deficit
Balance, July 31, 2020		63,078,479		63,079		2,184,218		—			(2,999,090	)		(751,793	)
Common stock issued for cash		2,667,200		2,667		77,333		—			—			80,000
Common stock issued for cash – related party		3,000,000		3,000		62,000		18,000			—			83,000
Common stock issued for conversion of debt		4,072,659		4,073		231,465		—			—			235,538
Net loss		—		—		—		—			(242,968	)		(242,968	)
Balance, July 31, 2021		72,818,338		72,819		2,555,016		18,000			(3,242,058	)		(596,223	)
Common stock issued for cash		1,633,336		1,633		50,917		—			—			52,550
Common stock issued for cash – related party		5,533,333		5,533		160,467		(18,000	)		—			148,000
Common stock issued for conversion of debt and accrued interest		945,000		945		53,455		—			—			54,400
Common stock issued for conversion of debt and accrued interest – related party		1,579,350		1,579		53,513		—			—			55,092
Contributed capital		—		—		100		—			—			100
Net loss		—		—		—		—			(149,283	)		(149,283	)
Balance, July 31, 2022		82,509,357	$	82,509	$	2,873,468	$	—		$	(3,391,341	)	$	(435,364	)

	~~Page #~~

~~Report of Independent Registered Public Accounting Firm~~	40

~~Balance Sheets as of July 31, 2016 and July 31, 2015~~	41

~~Statements of Operations for the Years ended July 31, 2016 and 2015~~	42

~~Statements of Changes in Stockholders’ Equity for the Years ended July 31, 2016 and 2015~~	43

~~Statements of Cash Flows for the Years ended July 31, 2016 and 2015~~	44

~~Notes to Financial Statements~~	~~45-53~~


	~~509.624.9223~~	~~802 N. Washington St.~~
	~~mail@fruci.com~~	~~Spokane, WA 99201~~

	July 31,			July 31,
	2016			2015

ASSETS

Current Assets
Cash	$	5,239		$	2,170
Prepaid expenses		2,500			2,500
Receivable on working interest		50			50

Total Current Assets		7,789			4,720
Other Assets
Mineral rights and properties		1,993,460			2,088,460
Oil and gas properties		97,344			-
Advance royalties		20,000			20,000
Total Other Assets		2,110,804			2,108,460

TOTAL ASSETS	$	2,118,593		$	2,113,180

LIABILITIES & STOCKHOLDERS’ EQUITY

Current Liabilities
Accounts payable and accrued liabilities	$	41,359		$	30,171
Current portion of property option payable		225,000			225,000
Oil & gas lease payable		15,882			15,882
New loan – third party		50,990			50,990
Advances from officers		24,747			24,747
Advance – Coach Capital, LLC		30,000			30,000
Advance – other		9,000			5,000
Convertible debt		85,000			85,000

Total Current Liabilities		481,978			466,790

Property option payable		1,419,450			1,444,450

TOTAL LIABILITIES		1,901,428			1,911,240

Commitments and Contingencies		-			-

Stockholders’ Equity
Common stock, $0.001 par value, 75,000,000 shares authorized; 25,827,818 shares issued and outstanding at July 31, 2016 16,144,484 shares issued and outstanding at July 31, 2015		25,828			16,145
Additional paid-in-capital		1,193,822			1,003,130
Accumulated deficit		(1,002,485	)		(817,335	)

Total Stockholders’ Equity		217,165			201,940

TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY	$	2,118,593		$	2,113,180

	Year Ended			Year Ended
	July 31,			July 31,
	2016			2015

Revenue	$	14,301		$	-

Mineral property expenditures		18,133			123,901
G & A expenses		181,318			183,027
Total Expenses		199,451			306,928

Net Loss	$	(185,150	)	$	(306,928	)

Basic and diluted net loss per share from operations	$	(0.0098	)		(0.0197	)

Weighted average number of common shares outstanding – Basic and diluted		18,920,512			15,573,251

	Common			Common Stock				Additional Paid-in			Retained
	Stock			Amount				Capital			Earnings			Total
							��
Balance, July 31, 2014		13,344,484		$	13,345			$	745,930		$	(510,407	)	$	248,868
Stock issued for cash on October 1, 2014 @ $0.05 per share		900,000			900				44,100						45,000
Stock issued for property on October 20, 2014 @ $0.001 per share		2,000,000			2,000				218,000						220,000
Cancellation on November 1, 2014 @ $0.05 per share		(100,000	)		(100	)			(4,900	)					(5,000	)
Net loss, July 31, 2015												(306,928	)		(306,928	)
Balance, July 31, 2015		16,144,484		$	16,145			$	1,003,130		$	(817,335	)	$	201,940
Stock issued for property on August 18, 2015 @ $0.05 per share		500,000			500				24,500						25,000
Stock issued for cash on October 6, 2015 @ $0.05 per share		500,000			500				28,500						29,000
Stock issued for cash on January 2, 2016 @ $0.04 per share		100,000			100				3,900						4,000
Stock issued for cash on January 19, 2016 @ $0.275 per share		1,250,000			1,250				33,125						34,375
Stock issued for cash on June 1, 2016 @ $0.03 per share		333,334			333				9,667						10,000
Stock issued for cash on June 1, 2016 @ $0.014 per share		7,000,000			7,000				91,000						98,000
Net loss, July 31, 2016												(185,150	)		(185,150	)
Balance, July 31, 2016		25,827,818		$	25,828			$	1,193,822		$	(1,002,485	)	$	217,165

	Year Ended July 31, 2016			Year Ended July 31, 2015
Cash Flows from (used in) Operating Activities
Net loss	$	(185,150	)	$	(306,928	)
Adjustments made to reconcile net loss to net cash from Operating activities
Prepaid expenses		-			(2,500	)
Receivable on working interest		-			(50	)
Accounts payables and accrued liabilities		11,189			(26,384	)
Oil & gas lease payable		-			(24,118	)
Net cash used for operating activities		(173,961	)		(359,980	)

Cash Flows from (used in) Investing Activities
Sale of mineral rights and properties		95,000			64,750
Cash paid for oil and gas properties		(97,334	)		-
Net cash used by investing activities		(2,344	)		64,750

Cash Flows from (used in) Financing Activities
Sale of common stock		175,374			260,000
Repayment of temporary loan		-			(3,000	)
Other advances		4,000			5,000
Net cash provided by financing activities		179,374			262,000

Net increase (decrease) in cash and equivalents		3,069			(33,230	)

Cash and equivalents at beginning of the period		2,170			35,400
Cash and equivalents at end of the period	$	5,239		$	2,170

Supplemental cash flow information:

Common stock issued for mineral property rights	$	25,000		$	220,000
Interest paid in cash	$	-		$	-
Taxes paid	$	-		$	-

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contract Term
Exercisable at July 31, 2020		500,000			0.15		.27
Granted		1,911,330			0.08		2
Expired		(500,000	)		0.15		—
Exercised		—			—		—
Exercisable at July 31, 2021		1,911,330		$	0.08		2
Granted		—			—		—
Expired		(1,911,330	)		—		—
Exercised		—			—		—
Exercisable at July 31, 2022		—		$	—		—

	●	~~Re-Work and place back into production two wells~~

	●	~~Re-Complete the third well and place into production~~

	●	~~Pay $50,000 in cash~~

	●	~~Issue to Cooper or its designee(s) 2,000,000 restricted shares of the Company’s common stock~~

	●	~~Prepare an an independent geological report on the lease~~

	a.	~~incur exploration expense of at least $250,000 by December 31, 2015 (increased and extended from $150,000 by July 1, 2014, respectively);~~
	b.	~~incur cumulative exploration expense of at least $1,000,000 by December 31, 2016 (increased and extended from $250,000 by December 31, 2014, respectively);~~
	c.	~~incur cumulative exploration expense of at least $2,000,000 by December 31, 2017 (extended from December 31, 2016); and~~
	d.	~~incur cumulative exploration expense of at least $4,000,000 by December 31, 2018 (extended from December 31, 2017);~~

	2022			2021
Federal income tax benefit attributable to:
Current Operations	$	31,300		$	231,000
Other nondeductible expenses		3,400			194,600
Less: valuation allowance		(34,700	)		(425,600	)
Net provision for Federal income taxes	$	—		$	—

	2022			2021
Deferred tax asset attributable to:
Net operating loss carryover	$	108,200		$	250,700
Less: valuation allowance		(108,200	)		(250,700	) )
Net deferred tax asset	$	—		$	—

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contract Term (# years)
Outstanding at August 1, 2015		0	$	0.00		0.0
Granted		2,841,667	$	0.10		1.0

Outstanding at July 31, 2016		2,841,667	$	0.10		0.75

Exercisable at July 31, 2016		2,841,667	$	0.10		0.75

Acreage Cost	$	23,850
Geological Services	$	15,000
Case Well and Equipment	$	10,000