Securities registered pursuant to Section 12(b) of the Act: ~~Common Stock, par value $0.001~~None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001

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

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 o No x

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

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). Yes x No ¨

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of ~~"large~~“large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

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. Yes ¨ No ¨

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

As of June 30, ~~2015,~~2018, the aggregate market value of the shares of the ~~Registrant's~~Registrant’s common equity held by non-affiliates was approximately ~~$1,841,964,~~$15,370,982, using the June 30, ~~2015~~2018 closing price of the ~~Registrant's~~Registrant’s common stock of ~~$0.254/~~$0.19/share. Shares of the ~~Registrant's~~Registrant’s common stock held by each executive officer and director and each by each person who owns 10 percent or more of the outstanding common stock have been excluded in that such persons may be deemed to be ~~"affiliates"~~“affiliates” of the Registrant for purposes of the above calculation. This determination of affiliate status is not a conclusive determination for other purposes.

The number of shares of the ~~Registrant's~~Registrant’s common stock outstanding as of ~~May 10, 2016,~~ March 21, 2019, was ~~35,634,919.~~

This Amendment No. 1 of Form 10-K/A for the year ended December 31, 2015, amends in its entirety the Form 10-K that was originally filed on April 14, 2016 to reflect the completion of the audits of the Company's consolidated financial statements as of and for the year ended December 31, 2015, to update various disclosures throughout this Form 10-K/A and to include all appropriate certifications by the Principal Executive and Principal Financial Officers of the Company.

This Annual Report on Form 10-K contains statements that constitute ~~"forward-looking~~“forward-looking statements."” These forward-looking statements can be identified by the use of predictive, future-tense or forward-looking terminology like ~~"believes," "anticipates," "expects," "estimates," "may,"~~“believes,” “anticipates,” “expects,” “estimates,” “may,” or similar terms. These statements appear in a number of places in this annual report and include statements regarding the ~~Company's~~Company’s intent, belief or current expectations and those of its directors or officers with respect to, among other things:(i) trends affecting its financial condition or results of operations, (ii) its business and growth strategies, and (iii) its financing plans. You are cautioned that forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Factors that could adversely affect actual results and performance include, among others, the ~~Company's~~Company’s need for additional capital, its history of losses, the intense competition the Company faces in its business, the fact that its stock is a ~~"penny stock"~~“penny stock” and the other material risks described under ~~"Risk Factors"~~“Risk Factors”. The accompanying information contained in this annual report, including, without limitation, the information set forth under the heading ~~"Item~~“Item 1. ~~Business"~~Business” identifies important additional factors that could materially adversely affect actual results and performance. You are urged to carefully consider these factors. All forward-looking statements attributable to us are expressly qualified in their entirety by the foregoing cautionary statement.

Viking ~~Investments~~Energy Group, Inc., ~~is sometimes~~ referred to hereinafter as ~~"Viking Investments"~~“Viking Energy” or the ~~"Company."~~“Company.” The Company was incorporated under the laws of the State of Florida on May 3, ~~1989, and remained inactive until June 27, 1998.~~1989. After several name changes, the Company merged with and into a wholly-owned subsidiary, SinoCubate, Inc., which was formed in the State of Nevada on September 11, 2008. The merger resulted in a change of name to SinoCubate, Inc., and a change in the state of incorporation of the Company to Nevada. On June 13, 2012, the Company changed its name to Viking Investments Group, Inc.~~, and~~ On March 17, 2017, the ~~Company's ticker symbol was~~Company changed its name to ~~"VKIN."~~Viking Energy Group, Inc.

The ~~Company's~~Company’s business plan is to ~~provide professional consulting services and~~ engage in the acquisition, exploration, development and production of oil and gas operations. Relative to providing professional advisory and consulting services, the Company's focus is to help companies undergoing or anticipating periods of rapid growth, significant change or ownership transition, and when justified, provide staffing, financing, and/or providing operational support to such companies. Target companies must have superior management, intimate knowledge of their particular industry and a sound business plan, along with a desire and receptiveness for specific expertise to advance the company's business objectives. Viking's primary focus is directed toward North America, targeting various industries. Viking targets under-valued businesses with realistic appreciation potential and a defined exit strategy.

~~The Company's business plan as pertains to the oil and gas industry is to explore and develop oil and~~natural gas properties, both individually and through collaborative partnerships with other companies in this field of endeavor. On March 8, 2016, the Company incorporated a wholly owned subsidiary, Viking Oil & Gas (Canada) ULC, in Alberta, Canada, to hold ~~its~~ Canadian oil and gas interests.

~~Viking Investments is neither an underwriter as~~ On August 30, 2016, the ~~term is defined~~Company organized a wholly owned subsidiary, Mid-Con Petroleum, LLC (“Mid-Con Petroleum”), a Kansas limited liability company, to hold oil and gas interests in ~~Section 2(a)(11)~~the central United States. On August 25, 2017, the Company organized another wholly owned subsidiary, Mid-Con Drilling, LLC (“Mid-Con Drilling”), a Kansas limited liability company, to hold additional oil and gas interests in the central United States. On December 27, 2017, the Company organized a third wholly owned subsidiary, Mid-Con Development, LLC (“Mid-Con Development”), a Kansas limited liability company, to hold additional oil and gas interests in the central United States. In 2016 and 2017, the Company acquired oil and gas interests in Kansas through these subsidiaries, and in December of 2017, the Company acquired Petrodome Energy, LLC, a Texas limited liability company based in Houston, Texas, with multiple subsidiaries having interests in oil and gas leases in Texas, Louisiana and Mississippi (“Petrodome”). During November of 2018, the Company organized four entities to facilitate the acquisition and ownership of oil and gas leases in Texas and Louisiana: Ichor Energy Holdings, LLC, a Nevada limited liability company wholly owned by the Company (“Ichor Energy Holdings”); Ichor Energy, LLC, a Nevada limited liability company wholly owned by Ichor Energy Holdings (“Ichor Energy”); Ichor Energy (TX), LLC, a Texas limited liability company wholly owned by Ichor Energy (“Ichor Energy (TX)”); and Ichor Energy (LA), LLC, a Louisiana limited liability company wholly owned by Ichor Energy (“Ichor Energy (LA)”). Such acquisition closed on December 28, 2018, and in connection therewith: (i) Ichor Energy (LA) acquired all of the ~~Securities Act~~purchased assets located in Louisiana; and (ii) Ichor Energy (TX) acquired all of ~~1933, nor an investment company pursuant to~~ the ~~Investment Company Act of 1940. Viking Investments is not an investment adviser pursuant to the Investment Advisers Act of 1940. Viking Investments is not registered with FINRA or SIPC.~~purchased assets located in Texas.

Neither the Company nor any of its subsidiaries engaged in any research and development activities during ~~2015.~~2018. The Company does not manufacture any products or engage in any activity that requires compliance with environmental ~~laws.~~laws except as described elsewhere herein.

~~The Companyd employs four people (and retains~~With the acquisition of Petrodome, the Company now has 6 full-time employees, all working at the office in Houston, Texas. Outside of the Houston operation, the Company continues to retain outside consultants as ~~needed)~~needed, involved in business development, business analysis, financial consulting, web programming and designing, execution and support of the ~~Company's~~Company’s business.

The Company provides its annual report that includes its audited financial information to its shareholders upon written request. The Company also makes its financial information equally available to any interested parties or investors through compliance with the disclosure rules of the Securities Exchange ~~Act.~~Act of 1934, as amended (the “Exchange Act”). The Company is subject to disclosure filing requirements including filing annual reports on Form ~~10-K's annually~~10-K and quarterly reports on Form ~~10-Q's quarterly.~~10-Q. In addition, the Company files Form 8-K and other proxy and information statements from time to time as required.

The public may read and copy any materials that the Company files with the ~~SEC~~United States Securities and Exchange Commission (the “SEC”) at the ~~SEC's~~SEC’s Public Reference Room at 100 F Street NE, Washington, DC 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 a website (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

The Company, as a smaller reporting company (as defined by Rule 12b-2 of the Exchange Act), is not required to furnish information required by this item. However, the following important factors among others, could cause our actual operating results to differ materially from those indicated or suggested by forward-looking statements made in this Form 10-K or presented elsewhere by management from time to time.

There are numerous and varied risks, known and unknown, that may prevent us from achieving our goals. If any of these risks actually occur, our business, financial condition or results of operation may be materially adversely affected. In such case, the trading price of our common stock could decline and investors could lose all or part of their investment.

There is doubt about our ability to continue as a going concern due to our operating history of net losses, negative working capital and insufficient cash flows, and lack of liquidity to pay our current obligations, all of which means that we may not be able to continue operations.

Our independent accounting firm has added an explanatory paragraph to their audit opinion issued in connection with the financial statements. We cannot provide our shareholders any assurance that we will be able to raise sufficient funding from the generation of revenue, the sale of our common stock, or through financing to sustain the Company over the next twelve months. We do not have enough cash on hand to meet our obligations over the next twelve months. As discussed in Note 1 to our financial statements for the years ended December 31, 2015 and 2014, the facts that we have generally had net losses and a working capital deficiency raise substantial doubt about our ability to continue as a going concern.

Oil and gas price fluctuations in the market may adversely affect the results of our operations.

Our profitability, cash flows and the carrying value of our oil and natural gas properties are highly dependent upon the market prices of oil and natural gas. Substantially all of our sales of oil and natural gas, if any, are made in the spot market, or pursuant to contracts based on spot market prices, and not pursuant to long-term, fixed-price contracts. Accordingly, the prices received for our oil and natural gas production are dependent upon numerous factors beyond our control. These factors include the level of consumer product demand, governmental regulations and taxes, the price and availability of alternative fuels, the level of foreign imports of oil and natural gas and the overall economic environment.

Historically, the oil and natural gas markets have proven cyclical and volatile as a result of factors that are beyond our control. Any additional declines in oil and natural gas prices or any other unfavorable market conditions could have a material adverse effect on our financial condition.

Actual quantities of recoverable oil and gas reserves and future cash flows from those reserves most likely will vary from our estimates.

Estimating accumulations of oil and gas is complex. The process relies on interpretations of available geological, geophysical, engineering and production data. The extent, quality and reliability of this data can vary. The process also requires certain economic assumptions, some of which are mandated by the SEC, such as oil and gas prices, drilling and operating expenses, capital expenditures, taxes and availability of funds. The accuracy of a reserve estimate is a function of:

	·	the quality and quantity of available data;
	·	the interpretation of that data;
	·	the accuracy of various mandated economic assumptions; and
	·	the judgment of the persons preparing the estimate.

Estimates of proved reserves prepared by others might differ materially from our estimates. Actual quantities of recoverable oil and gas reserves, future production, oil and gas prices, revenues, taxes, development expenditures and operating expenses most likely will vary from our estimates. Any significant variance could materially affect the quantities and net present value of our reserves. In addition, we may adjust estimates of proved reserves to reflect production history, results of exploration and development and prevailing oil and gas prices. Our reserves also may be susceptible to drainage by operators on adjacent properties.

Our operations will require significant expenditures of capital that may not be recovered.

We require significant expenditures of capital to locate and develop producing properties and to drill exploratory and exploitation wells. In conducting exploration, exploitation and development activities for a particular well, the presence of unanticipated pressure or irregularities in formations, miscalculations or accidents may cause our exploration, exploitation, development and production activities to be unsuccessful, potentially resulting in abandonment of the well. This could result in a total loss of our investment. In addition, the cost and timing of drilling, completing and operating wells is difficult to predict.

Compliance with, or breach of, environmental laws can be costly and could limit our operations.

Our operations will be subject to numerous and frequently changing laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection. Any properties we might own for the exploration and production of oil and gas and the wastes disposed on these properties may be subject to the Comprehensive Environmental Response, Compensation and Liability Act, the Oil Pollution Act of 1990, the Resource Conservation and Recovery Act, the Federal Water Pollution Control Act, similar state laws, and similar Canadian laws. Under such laws, we could be required to remove or remediate previously released wastes or property contamination. Laws and regulations protecting the environment have generally become more stringent and may, in some cases, impose ~~"strict liability"~~“strict liability” for environmental damage. Strict liability means that we may be held liable for damage without regard to whether we were negligent or otherwise at fault. Environmental laws and regulations may expose us to liability for the conduct of or conditions caused by others or for acts that were in compliance with all applicable laws at the time they were performed. Failure to comply with these laws and regulations may result in the imposition of administrative, civil and criminal penalties.

Although we believe that our operations are in substantial compliance with existing requirements of governmental bodies, our ability to conduct continued operations is subject to satisfying applicable regulatory and permitting controls. Our current permits and authorizations and ability to get future permits and authorizations may be susceptible on a going forward basis, to increased scrutiny, greater complexity resulting in increased costs, or delays in receiving appropriate authorizations.

We are subject to changing laws and regulations and other governmental actions that can significantly and adversely affect our business.

Federal, state, local, territorial and foreign laws and regulations relating to tax increases and retroactive tax claims, disallowance of tax credits and deductions, expropriation or nationalization of property, mandatory government participation, cancellation or amendment of contract rights, and changes in import and export regulations, limitations on access to exploration and development opportunities, as well as other political developments may adversely affect our operations.

The oil and gas we produce may not be readily marketable at the time of production.

Crude oil, natural gas, condensate and other oil and gas products are generally sold to other oil and gas companies, government agencies and other industries. The availability of ready markets for oil and gas that we might discover and the prices obtained for such oil and gas depend on many factors beyond our control, including:

	·	the extent of local production and imports of oil and gas,
	·	the proximity and capacity of pipelines and other transportation facilities,
	·	fluctuating demand for oil and gas,
	·	the marketing of competitive fuels, and
	·	the effects of governmental regulation of oil and gas production and sales.

Natural gas associated with oil production is often not marketable due to demand or transportation limitations and is often flared at the producing well site. Pipeline facilities do not exist in certain areas of exploration and, therefore, we intend on utilizing trucks to transport any oil that is discovered.

The price of oil and natural gas has historically been volatile. If it were to decrease substantially, our projections, budgets and revenues would be adversely affected, potentially forcing us to make changes in our operations.

Our future financial condition, results of operations and the carrying value of any oil and natural gas interests we acquire will depend primarily upon the prices paid for oil and natural gas production. Oil and natural gas prices historically have been volatile and likely will continue to be volatile in the future, especially given current world geopolitical conditions. Our cash flows from operations are highly dependent on the prices that we receive for oil and natural gas. This price volatility also affects the amount of our cash flows available for capital expenditures and our ability to borrow money or raise additional capital. The prices for oil and natural gas are subject to a variety of additional factors that are beyond our control. These factors include:

	·	the level of consumer demand for oil and natural gas;
	·	the domestic and foreign supply of oil and natural gas;
	·	the ability of the members of the Organization of Petroleum Exporting Countries ~~("OPEC"~~(“OPEC”) to agree to and maintain oil price and production controls;
	·	the price of foreign oil and natural gas;
	·	domestic governmental regulations and taxes;
	·	the price and availability of alternative fuel sources;
	·	weather conditions;
	·	market uncertainty due to political conditions in oil and natural gas producing regions, including the Middle East; and
	·	worldwide economic conditions.

These factors as well as the volatility of the energy markets generally make it extremely difficult to predict future oil and natural gas price movements with any certainty. Declines in oil and natural gas prices affect our revenues, and could reduce the amount of oil and natural gas that we can produce economically. Accordingly, such declines could have a material adverse effect on our financial condition, results of operations, oil and natural gas reserves and the carrying values of our oil and natural gas properties. If the oil and natural gas industry experiences significant price declines, we may be unable to make planned expenditures, among other things. If this were to happen, we may be forced to abandon or curtail our business operations, which would cause the value of an investment in us to decline in value, or become worthless.

Because of the inherent dangers involved in oil and gas operations, there is a risk that we may incur liability or damages as we conduct our business operations, which could force us to expend a substantial amount of money in connection with litigation and/or a settlement.

The oil and natural gas business involves a variety of operating hazards and risks such as well blowouts, pipe failures, casing collapse, explosions, uncontrollable flows of oil, natural gas or well fluids, fires, spills, pollution, releases of toxic gas and other environmental hazards and risks. These hazards and risks could result in substantial losses to us from, among other things, injury or loss of life, severe damage to or destruction of property, natural resources and equipment, pollution or other environmental damage, cleanup responsibilities, regulatory investigation and penalties and suspension of operations. In addition, we may be liable for environmental damages caused by previous owners of property purchased and leased by us. As a result, substantial liabilities to third parties or governmental entities may be incurred, the payment of which could reduce or eliminate the funds available for exploration, development or acquisitions or result in the loss of our properties and/or force us to expend substantial monies in connection with litigation or settlements. We currently have no insurance to cover such losses and liabilities, and even if insurance is obtained, there can be no assurance that it will be adequate to cover any losses or liabilities. We cannot predict the availability of insurance or the availability of insurance at premium levels that justify our purchase. The occurrence of a significant event not fully insured or indemnified against could materially and adversely affect our financial condition and operations. We may elect to self-insure if management believes that the cost of insurance, although available, is excessive relative to the risks presented. In addition, pollution and environmental risks generally are not fully insurable. The occurrence of an event not fully covered by insurance could have a material adverse effect on our financial condition and results of operations, which could lead to any investment in us becoming worthless.

We will be subject to operating hazards normally associated with the exploration and production of oil and gas, including hurricanes, blowouts, explosions, oil spills, cratering, pollution, earthquakes, labor disruptions and fires. The occurrence of any such operating hazards could result in substantial losses to us due to injury or loss of life and damage to or destruction of oil and gas wells, formations, production facilities or other properties. We do not maintain insurance coverage for matters that may adversely affect our operations, including war, terrorism, nuclear reactions, government fines, treatment of waste, blowout expenses, wind damage and business interruptions. Losses and liabilities arising from uninsured or underinsured events could reduce our revenues or increase our costs. There can be no assurance that any insurance we do obtain will be adequate to cover losses or liabilities associated with operational hazards. We cannot predict the continued availability of insurance, or its availability at premium levels that justify its purchase.

We face strong competition from larger oil and gas companies, which could result in adverse effects on our business.

The petroleum exploration and production business is highly competitive. Many of our competitors have substantially larger financial resources, staffs and facilities. Our competitors in the United States and Canada include numerous major oil and gas exploration and production companies. Additionally, other companies engaged in our line of business may compete with us from time to time in obtaining capital from investors. Competitors include larger companies which, in particular, may have access to greater resources, may be more successful in the recruitment and retention of qualified employees and may conduct their own refining and petroleum marketing operations, which may give them a competitive advantage. Actual or potential competitors may be strengthened through the acquisition of additional assets and interests. Additionally, there are numerous companies focusing their resources on creating fuels and/or materials which serve the same purpose as oil and gas, but are manufactured from renewable resources.

Our estimates of the volume of reserves could have flaws, or such reserves could turn out not to be commercially extractable. as a result, our future revenues and projections could be incorrect.

Estimates of reserves and of future net revenues prepared by different petroleum engineers may vary substantially depending, in part, on the assumptions made and may be subject to adjustment either up or down in the future. Our actual amounts of production, revenue, taxes, development expenditures, operating expenses, and quantities of recoverable oil and gas reserves may vary substantially from the estimates. Oil and gas reserve estimates are necessarily inexact and involve matters of subjective engineering judgment. In addition, any estimates of our future net revenues and the present value thereof are based on assumptions derived in part from historical price and cost information, which may not reflect current and future values, and/or other assumptions made by us that only represent our best estimates. If these estimates of quantities, prices and costs prove inaccurate, we may be unsuccessful in expanding our oil and gas reserves base with our acquisitions. Additionally, if declines in and instability of oil and gas prices occur, then write downs in the capitalized costs associated with any oil and gas assets we obtain may be required. Because of the nature of the estimates of our reserves and estimates in general, we can provide no assurance that reductions to our estimated proved oil and gas reserves and estimated future net revenues will not be required in the future, and/or that our estimated reserves will be present and/or commercially extractable. If our reserve estimates are incorrect, the value of our common stock could decrease and we may be forced to write down the capitalized costs of our oil and gas properties.

Our business will suffer if we cannot obtain or maintain necessary licenses.

Our operations will require licenses, permits and in some cases renewals of licenses and permits from various governmental authorities. Our ~~or our partners',~~ ability to obtain, sustain or renew such licenses and permits on acceptable terms is subject to change in regulations and policies and to the discretion of the applicable governments, among other factors. Our inability to obtain, or our loss of or denial of extension of, any of these licenses or permits could hamper our ability to produce revenues from our operations.

Our operations are subject to various litigation that could have an adverse effect on our business.

From time to time we may become a defendant in various litigation matters. The nature of our operations exposes us to further possible litigation claims in the future. There is risk that any matter in litigation could be adversely decided against us regardless of our belief, opinion and position, which could have a material adverse effect on our financial condition and results of operations. Litigation is highly costly and the costs associated with defending litigation could also have a material adverse effect on our financial condition.

We may be affected by global climate change or by legal, regulatory, or market responses to such change.

The growing political and scientific sentiment is that increased concentrations of carbon dioxide and other greenhouse gases in the atmosphere are influencing global weather patterns. Changing weather patterns, along with the increased frequency or duration of extreme weather conditions, could impact the availability or increase the cost to produce our products. Additionally, the sale of our products can be impacted by weather conditions.

Concern over climate change, including global warming, has led to legislative and regulatory initiatives directed at limiting the greenhouse gas emissions. For example, proposals that would impose mandatory requirements on greenhouse gas emissions continue to be considered by policy makers in the ~~provinces,~~ states ~~or territories~~and areas where we ~~operate in.~~operate. Laws enacted that directly or indirectly affect our oil and gas production could impact our business and financial results.

If oil or natural gas prices decrease or drilling efforts are unsuccessful, we may be required to record writedowns of our oil and natural gas properties.

We could be required to write down the carrying value of ~~certain of~~ our oil and natural gas properties. ~~Writedowns~~Write-downs may occur when oil and natural gas prices are low, or if we have downward adjustments to our estimated proved reserves, increases in our estimates of operating or development costs, deterioration in drilling results or mechanical problems with wells where the cost to ~~redrill~~re-drill or repair is not supported by the expected economics.

Accounting rules require that the carrying value of oil and natural gas properties be periodically reviewed for possible impairment. Under the full cost method of accounting, capitalized oil and natural gas property costs less accumulated depletion, net of deferred income taxes, may not exceed a ceiling amount equal to the present value, discounted at 10%, of estimated future net revenues from proved oil and natural gas reserves plus the cost of unproved properties not subject to amortization (without regard to estimates of fair value), or estimated fair value, if lower, of unproved properties that are subject to amortization. Should capitalized costs exceed this ceiling, which is tested on a quarterly basis, an impairment is recognized. While an impairment charge reflects our long-term ability to recover an investment, reduces our reported earnings and increases our leverage ratios, it does not impact cash or cash flow from operating activities.

Our future success depends on our ability to replace reserves that are produced.

Because the rate of production from oil and natural gas properties generally declines as reserves are depleted, our future success depends upon our ability to economically find or acquire and produce additional oil and natural gas reserves. Except to the extent that we acquire additional properties containing proved reserves, conduct successful exploration and development activities, or, through engineering studies, identify additional behind-pipe zones or secondary recovery reserves, our proved reserves will decline as our reserves are produced. Future oil and natural gas production, therefore, is highly dependent upon our level of success in acquiring or finding additional reserves that are economically recoverable. We cannot assure you that we will be able to find or acquire and develop additional reserves at an acceptable cost.

We may acquire significant amounts of unproved property to further our development efforts. Development and exploratory drilling and production activities are subject to many risks, including the risk that no commercially productive reservoirs will be discovered. We may acquire both proved and producing properties as well as undeveloped acreage that we believe will enhance growth potential and increase our earnings over time. However, we cannot assure you that all of these properties will contain economically viable reserves or that we will not abandon our initial investments. Additionally, we cannot assure you that unproved reserves or undeveloped acreage that we acquire will be profitably developed, that new wells drilled on our properties will be productive or that we will recover all or any portion of our investments in our properties and reserves.

Our lack of industry and geographical diversification may increase the risk of an investment in our company.

We operate in the oil and gas sector, and our leases are located in ~~Alberta, Canada,~~North America in Kansas, Missouri, Texas, Louisiana, and ~~Missouri.~~Mississippi. This lack of geographic diversification may make our holdings more sensitive to economic developments within a regional area, which may result in reduced rates of return or higher rates of default than might be incurred with a company that is more geographically diverse.

Our business depends on oil and natural gas transportation and processing facilities and other assets that are owned by third parties.

The marketability of our oil and natural gas depends in part on the availability, proximity and capacity of pipeline systems, processing facilities, oil trucking fleets and rail transportation assets owned by third parties. The lack of available capacity on these systems and facilities, whether as a result of proration, physical damage, scheduled maintenance or other reasons, could result in the delay or discontinuance of development plans for our properties. The curtailments arising from these and similar circumstances may last from a few days to several months.

~~Our~~Some of our leasehold acreage is subject to leases that will expire over the next several years unless production is established or maintained or the leases are extended.

Some of our acreage is currently held by production or held by operations, but some is not. Unless production in paying quantities is established or operations are commenced ~~on units containing~~with regard to these latter leases during their terms, those leases may expire. Likewise, if we are unable to maintain production on acreage held by production or operations, those leases may expire. If our leases expire and we are unable to renew the leases, we will lose our right to develop or utilize the related properties.

Deficiencies of title to our leased interests could significantly affect our financial condition.

We ~~or our partners,~~ often incur the expense of a title examination prior to acquiring oil and natural gas leases or undivided interests in oil and natural gas leases or other developed rights. If an examination of the title history of a property reveals that an oil or natural gas lease or other developed rights have been purchased in error from a person who is not the owner of the mineral interest desired, our interest would substantially decline in value or be eliminated. In such cases, the amount paid for such oil or natural gas lease or leases or other developed rights may be lost.

We have not established an effective system of internal control over our financial reporting, and if we fail to maintain such internal control, we may not be able to accurately report our financial results, and current and potential stockholders may lose confidence in our financial reporting.

We have not established and maintained adequate and effective internal control over financial reporting that would provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles. We are, however, required to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses in those internal controls.

Any failure to maintain adequate internal controls could adversely impact our ability to report our financial results on a timely and accurate basis. If our financial statements are not accurate, investors may not have a complete understanding of our operations. Likewise, if our financial statements are not filed on a timely basis as required by the SEC and the Capital Market, we could face severe consequences from those authorities. In either case, there could result a material adverse effect on our business. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock.

~~Need~~We generally have a need for ~~Additional Financing~~additional financing, and failure to secure financing would harm our business.

The Company currently has limited funds, and the lack of additional funds may negatively impact the ~~Company's~~Company’s ability to pursue its business strategy to conduct operations in the oil and gas industry and to acquire, invest in and/or provide professional advisory and consulting services to companies undergoing or anticipating periods of rapid growth. Even if the ~~Company's~~Company’s funds prove to be sufficient to provide such services or to acquire an interest in, or complete a transaction with, an entity, the Company may not have enough capital to exploit the opportunity. The ultimate success of the Company may depend upon its ability to raise additional capital. The Company may investigate the availability, source, or terms that might govern the acquisition of additional capital but will not do so until it determines athe specific need for additional financing. ~~If additional capital is needed, there~~There is no assurance that funds will be available from any source or, if available, that they can be obtained on terms acceptable to the Company. If not available, the ~~Company's~~Company’s operations will be limited to those that can be ~~financed~~pursued with its modest available capital.

~~Regulation of Penny Stocks~~Our common shares may be thinly traded, and you may be unable to sell at or near ask prices, or at all.

We cannot predict the extent to which an active public market for trading our common stock will develop or be sustained.

This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community who generate or influence sales volume. Even if we came to the attention of such persons, those persons tend to be risk-averse and may be reluctant to follow, purchase, or recommend the purchase of shares of an unproven company such as ours until such time as we become more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our common stock will develop or be sustained, or that current trading levels will be sustained.

The ~~Company's~~market price for our common stock is particularly volatile given our status as a relatively small company, which could lead to wide fluctuations in our share price. You may be unable to sell your common stock at or above your purchase price if at all, which may result in substantial losses to you.

Additionally, the Company’s securities may be subject to a SEC rule that imposes special sales practice requirements upon broker-dealers who sell such securities to persons other than established customers or accredited investors. For purposes of the rule, the phrase ~~"accredited investors"~~“accredited investors” means, in general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth, or joint net worth with spouse, in excess of $1,000,000 excluding the value of the ~~person's~~person’s primary residence or having an annual income that exceeds $200,000 (or that, when combined with a ~~spouse's~~spouse’s income, exceeds $300,000). For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the ~~purchaser's~~purchaser’s written agreement to the transaction prior to the sale. Consequently, the rule may affect the ability of broker-dealers to sell the ~~Company's~~Company’s securities and also may affect the ability of ~~purchasers in an offering~~our stockholders to sell their securities in any market that ~~might develop.~~may have developed.

In addition, the SEC has adopted a number of rules to regulate ~~"penny~~“penny stocks."” Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities Exchange Act of 1934, as amended or the Exchange Act. Because the securities of the Company may constitute ~~"penny stocks"~~“penny stocks” within the meaning of the rules, the rules would apply to the Company and to its securities. The rules may further affect the ability of owners of our shares to sell the securities of the Company in any market that might develop for them.

Shareholders should be aware that, according to SEC, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) ~~"boiler room"~~“boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. The occurrence of these patterns or practices could increase the volatility of our share price and reduce your ability to sell our shares.

~~Lack~~Financial Industry Regulatory Authority (FINRA) sales practice requirements may limit your ability to buy and sell our common stock, which could depress the price of ~~Operating History~~our shares.

~~Due~~FINRA rules require broker-dealers to have reasonable grounds for believing that an investment is suitable for a customer before recommending that investment to the 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 and investment objectives, among other things. Under interpretations of these rules, FINRA believes that there is a high probability such speculative low-priced securities will not be suitable for at least some customers. Thus, FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our shares, have an adverse effect on the market for our shares, and thereby depress our share price.

Volatility in our common share price may subject us to securities litigation.

The market for our common stock is characterized by significant price volatility as compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.

We have only been engaged in oil and gas operations since 2014, and due to the numerous risks inherent in the implementation of a new business emphasis and plan, the Company must be regarded as a new or start-up venture with all of the unforeseen costs, expenses, problems, and difficulties to which such ventures are subject.

There is no assurance that the Company will be able to successfully ~~implement~~execute its business ~~plan~~ and ~~provide the contemplated services to its client companies.~~growth plans. Even if the Company is successful, ~~in providing its services to its client companies,~~ there is a risk that itthe Company will not ~~generate revenues or profits, or~~reach profitability, and that the market price of the ~~Company's~~Company’s common stock will not increase.

~~Impracticality of Exhaustive Investigation~~We have a “going concern” opinion from our independent registered public accounting firm indicating the possibility that we may not be able to continue to operate.

Our independent auditors have added an explanatory paragraph to their audit opinion issued in connection with our financial statements for the year ended December 31, 2018, with respect to their doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our generating cash flow sufficient to fund continued operations and pay or refinance our liabilities as they become due. Our business strategy may not be successful in addressing these issues. If we cannot continue as a going concern, our stockholders may lose their entire investment in us.

The Company will be unable to conduct exhaustive investigations prior to purchasing oil and gas interests.

The Company has limited operating funds, and this makes it impracticable for the Company to conduct a complete and exhaustive investigation and analysis of its oil and gas opportunities. Decisions will therefore likely be made without detailed geotechnical reports, feasibility studies, independent analysis, market surveys and the like, which, if the Company had more funds available to it, would be desirable. The Company will be particularly dependent in making decisions upon information provided by third parties ~~with~~which may have interests in the transaction. A significant portion of the ~~Company's~~Company’s available funds could be expended for investigative expenses and other preliminary expenses, and potential profits could therefore be lessened.

~~Because of the limited financial resources that~~Additionally, when the Company ~~has, it is unlikely that~~acquires oil and gas assets, the Company will be able to diversify its acquisitions or operations. The Company's probable inability to diversify its activities into multiple areas will subject the Company to economic fluctuations within a particular business or industry and therefore increase the risks associated with the Company's operations.

~~The~~ Company generally will ~~require audited~~be required to audit the financial statements ~~from companies with which it seeks to enter into a contractual arrangement.~~of the assets acquired. In cases where no audited ~~financials~~financial statements are available prior to closing, the Company will have to rely upon interim period unaudited information received from a ~~prospective client company's management~~seller that has not been verified by outside ~~auditors.~~auditors prior to closing. The lack of the type of independent verification which audited financial statements would provide increases the risk that the Company, in evaluating ~~a contractual arrangement with such a company,~~an acquisition, will not have the benefit of full and accurate information about the financial condition and recent interim operating history of ~~that company.~~the target assets. This risk increases the prospect that the ~~contractual arrangement with such a company might prove to be an unfavorable one~~Company will overpay for the ~~Company or the holders of the Company's securities.~~target assets.

Moreover, the Company ~~will be~~is subject to the reporting provisions of the Exchange Act, and thus will be required to furnish certain information about ~~significant contractual arrangements,~~its acquired assets, including audited financial statements for any business with which it enters into a contractual arrangement for control. Consequently, prospects that do not have, or are unable to provide reasonable assurances that they will be able to obtain, the required audited statements would not be considered by the Company to be appropriate clients so long as the reporting requirements of the Exchange Act are applicable.statements. Should the Company ~~during the time it remains subject to the reporting provisions~~complete an acquisition of ~~the Exchange Act, complete into a contract for control of an entity~~assets for which audited financial statements prove to be unobtainable, the Company ~~would~~could be exposed to enforcement actions by the SEC and to corresponding administrative sanctions, including permanent injunctions against the Company and its management. The legal and other costs of defending an SEC enforcement action would have material, adverse consequences for the Company and its business. The imposition of administrative sanctions would subject the Company to further adverse consequences. In addition, the lack of audited financial statements would prevent the securities of the Company from becoming eligible for listing on NASDAQ, or ~~on any existing~~another stock exchange.

Moreover, any inability by the ~~lack of such~~Company to provide audited financial statements iswould likely to discourage broker-dealers from becoming or continuing to serve as market makers in the securities of the Company. Without audited financial statements, the Company would almost certainly be unable to offer securities under a registration statement pursuant to the Securities Act of 1933, ~~or the Securities Act,~~ and the ability of the Company to raise capital would be significantly limited until such financial statements were ~~to become~~made available.

A contractual arrangement for acquisition of equity ownership of or control may be of a company that is subject to rules and regulation by federal, state, local or foreign authorities. Compliance with such rules and regulations can be expected to be a time-consuming, expensive process and may limit other opportunities of the Company.

~~Limited Participation~~The Company is dependent on the performance of ~~Management~~certain personnel.

The Company’s success depends substantially on the performance of its executive officers and key employees. Given the Company’s early stage of development and launch of its business plan, the Company is ~~heavily~~ dependent ~~upon~~on its ability to retain and motivate high quality personnel. Although the ~~skills, talents,~~Company believes it will be able to engage qualified personnel for such purposes, an inability to do so could materially adversely affect the Company’s ability to operate its oil and ~~abilities of its management, who currently have other business interests and do not devote their full time to management of the Company.~~

The Company does not have any employment agreements with its Chief Executive Officer and President, ~~Mr.~~James Doris, and its ~~Executive Chairman, Treasurer and former~~ Chief ~~Executive~~Financial Officer, ~~Mr. Simeo.~~Frank Barker, Jr.. As a result, there is no assurance that Mr. Doris or Mr. ~~Simeo~~Barker will continue to be associated with the Company in the future. In connection with future business opportunities, it is possible that Mr. Doris or Mr. ~~Simeo~~Barker may resign as an officer and director of the Company subject to compliance with Section 14f of the Exchange Act. ~~A decision to resign will be based upon the identity~~The loss of Mr. Doris or Mr. Barker, or of one or more of the ~~business opportunity and the nature of the transaction and is likely to occur without the vote or consent of the stockholders of the Company.~~

~~The Company does not have an independent Audit Committee of its Board of Directors. The entire Board of Directors functions as the Company's Audit Committee. The Sarbanes-Oxley Act of 2002, as amended~~Company’s other key employees, or the ~~SOX~~Company’s inability to hire and ~~rules and regulations adopted by the SEC to implement the SOX impose certain standards on listed companies relative to the maintenance and operations of Board of Directors Audit Committees,~~retain other qualified employees, including but not limited to operational and development staff and corporate office support staff, could have a material adverse effect on the requirement that Audit Committees be appointed, that membership of such committees comprise only independent directors, that a financial professional be among the membership of such committee and that such committee be afforded an adequate operating budget and be able to employ independent professional advisors. The SOX also requires that the Audit Committee oversee the work of a company's outside auditors and that the outside auditors be responsible to the Audit Committee. At this time, the Company is not in compliance with the requirements of the Sarbanes-Oxley Act as they relate to independent Board of Directors Audit Committees. The Company believes that under rules and regulations adopted by the SEC to implement these provisions of the SOX it is not required to comply with its requirements relating to the appointment of an Audit Committee of its Board of Directors and conforming with the enumerated standards and guidelines because the Company is not a "Listed Company" as defined therein. Notwithstanding, the Company may ultimately be determined not to be in compliance therewith and may therefore face penalties and restrictions on its operations until it comes into full compliance. Additionally, the Company's failure to comply with the provisions of the SOX could preclude it from being listed on NASDAQ or any other stock exchanges until it can show that it is in compliance. The Company's failure to be in compliance with the SOX could also present an impediment to a potential business combination where the target company intends that the Company apply for listing on NASDAQ or any other applicable stock exchanges.Company’s business.

~~Indemnification of Officers~~The Company is required to indemnify its officers and ~~Directors~~directors.

Nevada law provides for the indemnification of the ~~Company's~~Company’s directors, officers, employees, and agents, under certain circumstances, against ~~attorney's~~attorney’s fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on behalf of the Company. If the Company were called upon to indemnify an officer or director, then the portion of its available funds expended for such purpose would reduce the amount otherwise available for the Company’s business. This indemnification obligation and the resultant costs associated with indemnification may also discourage our Company from bringing a lawsuit against directors and officers for breaches of their fiduciary duties and may similarly discourage the filing of derivative litigation by our shareholders against our directors and officers even though such actions, if successful, might otherwise benefit our company and shareholders.

The Company ~~will also~~would bear the expenses of such litigation for any of its directors, officers, employees, or agents, upon such ~~person's~~person’s promise to repay the Company if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by the Company which it may be unable to recoup.

~~Dependence~~We may be dependent upon ~~Outside Advisors~~outside advisors.

To supplement the ~~Company's~~Company’s officers, directors and principal shareholders, the Company may be required to employ accountants, technical experts, appraisers, attorneys, or other outside consultants or advisors. The selection of any such advisors will be made by the Company without any input from stockholders. Furthermore, it is anticipated that such persons may be engaged on an ~~"as needed"~~“as needed” basis without a continuing fiduciary or other obligation to the Company. In the event the Company considers it necessary to hire outside advisors, such persons may be affiliates of the ~~Company, if they are able to provide the required services.~~Company.

~~No Foreseeable Dividends~~We do not anticipate paying any cash dividends to our common shareholders.

~~The Company has~~We presently do not ~~paid~~anticipate that we will pay dividends on ~~its~~any of our common stock in the foreseeable future. If payment of dividends does occur at some point in the future, it would be contingent upon our revenues and ~~does~~earnings, if any, capital requirements, and general financial condition. The payment of any common stock dividends will be within the discretion of our Board of Directors. We presently intend to deploy available capital to execute our business plan; accordingly, we do not anticipate ~~paying such~~the declaration of any dividends for common stock in the foreseeable future.

~~Loss of Control by Present Management and Shareholders~~The Company’s CEO, James Doris, holds preferred stock which currently affords him enough shareholder votes to control the Company.

The ~~Company may consider, as consideration for future business opportunities, an amount~~Company’s CEO and director, James Doris, holds 28,092 shares of the ~~Company's authorized but unissued common~~Company’s Series C Preferred Stock, with each share of preferred stock ~~that would, upon issuance, represent~~entitling the ~~great majority~~holder to 10,000 votes on all matters submitted to the vote of the ~~voting power and equity~~Company’s security holders. By virtue of such stock ownership, Mr. Doris is able to control the election of the ~~Company. The result would be that another company's stockholders and management would control~~members of the ~~Company, and the Company's~~Company’s Board of Directors and ~~management~~to generally exercise control over the affairs of the Company. Such concentration of ownership could have the effect of delaying, deterring or preventing a change in control of the Company that might otherwise be ~~replaced by persons unknown at this time. Such a merger would result in a greatly reduced percentage~~beneficial to stockholders. There can be no assurance that conflicts of interest will not arise with respect to Mr. Doris’s ownership of the ~~Company by its current shareholders.~~preferred stock, or that such conflicts will be resolved in a manner favorable to the Company.

Our outstanding securities may become freely tradable pursuant to Rule 144 ~~Sales~~and may have a depressive effect on the price of the shares of our common stock.

~~The majority~~We have outstanding a large number of ~~the outstanding~~ shares of common ~~stock held by present stockholders~~stock. Many of these securities are ~~"restricted securities"~~currently issued with a “restrictive legend” and characterized as “restricted securities” within the meaning of Rule 144 (“Rule 144”) promulgated under the Securities ~~Act.~~Act of 1933, as amended (the “Securities Act”). As restricted ~~shares,~~securities, these ~~shares~~securities may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Securities Act and as required under applicable state securities laws. ~~A sale under~~ Rule 144 provides in essence that once restricted securities have been held for a period of at least six months and the other requirements in the rule have been satisfied, holders of the securities may resell their securities without registration or ~~under any exemption from the Securities Act, if available, or pursuant to subsequent registration~~restriction on transfer. As many of our outstanding shares of common stock have been held by their holders in excess of ~~present stockholders,~~six months, such holders may be able to resell their shares of common stock into the market without restriction pursuant to Rule 144. Those resales could have a depressive effect upon ~~the price of the Company's common stock.~~our stock price.

The ~~Company leases office space on a month-to-month basis~~Company’s headquarters are located at ~~1330 Avenue of the Americas,~~15915 Katy Freeway, Suite ~~23 A, New York, New York, 10019.~~450, Houston, Texas, 77094.

On November 3, 2014, the Company entered into a Purchase and Sale, Petroleum and Natural Gas Conveyance Agreement (the ~~"Agreement"~~“Agreement”), with Tanager Energy Inc., a Canadian corporation listed on the TSX Venture Exchange as a Tier 2 company and trading under the stock symbol ~~"TAN" ("~~“TAN” (“Tanager ~~Energy"~~Energy”). Pursuant to the Agreement, the Company acquired a 50% working interest in the Joffre oil and gas property located in Alberta, Canada (the ~~"Joffre Property"~~“Joffre Property”). On or about March 30, 2016, the working interest was registered in the name of the ~~Company's~~Company’s wholly owned subsidiary, Viking Oil & Gas (Canada) ULC. The administration of these assets proved to be inefficient and unprofitable. The investment in these properties, as well as all uncollected receivables associated with it, were either fully impaired or fully reserved. Effective September 30, 2018, the Company negotiated a sale and settlement of this Canadian interest and a resolution of all intercompany balances associated with it, for proceeds to the Company of $232,545. An asset retirement obligation of $466,031, offset by the net asset retirement cost of $293,296 associated with this investment, generated a gain from disposal of these assets of $405,280.

On February 23, 2016, the Company closed on the acquisition of working interests in four leases with access to the mineral rights (oil and gas) concerning approximately 281 acres of property in Miami and Franklin Counties in eastern Kansas. On October 4, 2016, the Company completed an acquisition whereby the Company (i) increased its working interest in three existing oil and gas leases in Miami and Franklin Counties in Eastern Kansas, and (ii) acquired a working interest in four new oil and gas leases in the same region, comprising approximately 660 acres of property. On September 11, 2017, the Company through its wholly owned subsidiary, Mid-Con Drilling, LLC (“Mid-Con Drilling”) acquired a 90% working interest in four new oil and gas leases in Anderson County in Eastern Kansas, comprising approximately 980 acres of property. On October 2, 2017, the Company, through Mid-Con Drilling, closed on an acquisition, effective October 1, 2017, of a 100% working interest in six new oil and gas leases in Miami and Franklin Counties in Eastern Kansas. On October 4, 2017, the Company, through Mid-Con Drilling, closed on an acquisition, effective September 1, 2017, of an 80% working interest in six new oil and gas leases in Riley, Geary and Wabaunsee Counties in Kansas. On December 29, 2017, the Company through its wholly owned subsidiary, Mid-Con Development, LLC (“Mid-Con Development”) completed an acquisition of working interests in approximately 41 oil and gas leases in Ellis and Rooks Counties in Kansas, comprising several thousand acres. On January 12, 2018, the Company, through MidCon Drilling, completed an acquisition of a 100% working interest in seven new oil and gas leases in Woodson and Allen Counties in Eastern Kansas. Effective February 1, 2018, the Company, through Mid-Con Drilling, closed on the acquisition of a working interest in a lease with access to the mineral rights (oil and gas) concerning approximately 80 acres of property in Douglas County in eastern Kansas. As of December 31, 2018, these central United States oil and gas properties consist of interests in approximately 377 producing wells and 135 injector wells.

On December 22, 2017, the Company closed on the acquisition of 100% of the membership interests in Petrodome Energy, LLC, a Texas limited liability company based in Houston, Texas, with multiple subsidiaries (described in Exhibit 21.1 hereto) having working interests in multiple oil and gas leases in Texas, Louisiana and Mississippi, comprising approximately 11,700 acres. As of December 31, 2018, these properties consist of interests in 16 producing wells, 17 non-producing wells and two salt water disposal wells.

On December 28, 2018, the Company closed on the acquisition of multiple oil and gas leases in Texas and Louisiana through its newly formed Ichor Energy Holdings, Ichor Energy, Ichor Energy, Ichor Energy (TX), and Ichor Energy (LA) subsidiaries (described in Exhibit 21.1 hereto). As of December 31, 2018, these properties consist of interests in 58 producing wells, 31 salt water disposal wells, 46 shut in wells and 4 non-producing wells.

As of December 31, ~~2015, this property consists~~2018, all of ~~one~~our proved oil ~~well producing from~~and natural gas reserves were located in the ~~Leduc Formation, three suspended oil wells, one abandoned oil well,~~United States, in the States of Texas, Louisiana, Mississippi and ~~a suspended water injector.~~Kansas.

~~1. Disclosure~~The following tables set forth summary information with respect to our proved reserves as of ~~Reserves~~December 31, 2018 and 2017. For additional information see Supplemental Information “Oil and Natural Gas Producing Activities (Unaudited)” to our consolidated financial statements in “Item 8—Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

~~Reserves are estimated remaining quantities~~

	Proved Reserves at December 31, 2018
Reserves Category	Crude Oil (MBBLs)		Natural Gas (MMCF)		Total Proved (BOE) (1)

Proved Reserves
Developed		5,808,882		20,195,830		9,174,854
Developed Non-Producing		916,914		2,515,620		1,336,184
Undeveloped		4,005,422		12,046,650		6,013,197

Total Proved Reserves		10,731,218		34,758,100		16,524,235

Estimated Future Net Cash Flows					$	464,214,477
10% annual discount for estimated timing of cash flows						(219,657,382	)
Standardized Measure of Discounted Future Net Cash Flows - (PV10) (2)					$	244,557,095

(1) - BOE (barrels of oil equivalent) is calculated by a ration of 6 MCF to 1 BBL of Oil

(2) - PV-10 represents the discounted future net cash flows attributable to our proved oil and natural gas reserves discounted at 10%. PV-10 of our total year-end proved reserves is considered a non-US GAAP financial measure as defined by the SEC. We believe that the presentation of the PV-10 is relevant and ~~related substances anticipated~~useful to ~~be recoverable from known accumulations,~~our investors because it presents the discounted future net cash flows attributable to our proved reserves. We further believe investors and creditors use our PV-10 as a basis for comparison of ~~a given date, based on:~~ the ~~analysis~~relative size and value of drilling, geological, geophysical, and engineering data; the use of established technology; and specified economic conditions, which are generally accepted as being reasonable. Reserves are further classified in accordance with the level of certainty associated with the estimates.our reserves to other companies.

2. ~~Disclosure of Oil~~Net Production, Unit Prices and ~~Gas~~ ~~Production,~~ ~~Sales~~ ~~and Average Prices~~Costs

~~Oil~~The following table presents certain information with respect to oil and ~~Gas Production~~natural gas production attributable to our interests in all of our properties in the United States, the revenue derived from the sale of such production, average sales prices received and ~~Sales by geographic area for~~average production costs during the years ended December 31, ~~2015~~2018 and ~~2014~~2017.

	Unit of	December 31,
	Measure	2018		2017

Production
Oil	Barrels		130,889		34,998
Natural Gas	Mcf		56,685		16,727
BOE			140,337		37,786

Sales
Oil	Barrels	$	8,032,407	$	1,740,316
Natural Gas	Mcf	$	190,872	$	50,012

Average Sales Prices
Oil	Barrels	$	61.37	$	49.73
Natural Gas	Mcf	$	3.37	$	2.99

Production - Lease operating expenses		$	3,835,549	$	1,136,883

Average Cost of Production per BOE		$	27.33	$	30.09

During the years ended December 31, 2018 the Company invested $4,423,778 relative to drilling and development activities.

In Allen County, Kansas, the Company drilled 2 new wells, one of which proved to be geologically productive, however, the Company elected to utilize it as a water supply well. The second is being converted to an injector. In Franklin County, Kansas, we tested certain geologic structures through existing well bores that look promising for future development.

In Miami County, Kansas, the Company drilled 10 new wells, 9 of which have proved to be very productive.

The Company drilled a well in San Patricio County, Texas, and elected to Plug and Abandon the well as the sands were too tight, and the level of production was not economically feasible. We also drilled a well in Vermillion Parish, Louisiana, and elected to Plug and Abandon the well as the pay zone was determined to be insufficient.

In Rooks and Ellis Counties, Kansas the Company deepened and perforated approximately 15 wells successfully increasing production.

~~Mcf = thousands of cubic feet~~

~~Tonnes = Metric tons~~

Table of Contents

The Company is not currently committed to provide a fixed and determinable quantity of oil or gas in the near future under existing contracts or agreements.

The following table sets forth the number wells in our inventory, in which we maintained ownership interests as of December 31, 2018 and 2017. All wells are located in the United States, in the States of Texas, Louisiana, Mississippi and Kansas.

	December 31, 2018				December 31, 2017
Well Category	Oil		Gas		Oil		Gas

Producers		472		34		471		4
Producer - P&A'd		9		-		9		-
Non-Producing		18		-		18		-
Injector		129		-		144		-
Salt Water Disposal		44		-		13		-
Shut In		46		-		-		-
ORRI		1		-		1		-

		719		34		656		4

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of December 31, ~~2015,~~2018, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the Company’s results of ~~our~~ operations.

There is no ~~"established~~“established trading ~~market"~~market” for shares of the ~~Company's~~Company’s common stock. As of December 31, ~~2015,~~2018, the ~~Company's~~Company’s common stock was quoted on the OTC Link LLC operated by OTC Markets ~~Group's OTCQB~~Group, Inc. under the symbol ~~"VKIN."~~“VKIN.” An OTC equity security is not considered listed or traded on a national securities exchange. No assurance can be given that any ~~"established~~“established trading ~~market"~~market” for the ~~Company's~~Company’s common stock will develop or be maintained.

The range of high and low closing bid quotations for the ~~Company's~~Company’s common stock during each quarter of the calendar years ended December 31 ~~2015~~2018 and ~~2014,~~2017, is shown below, as quoted by http://~~finance.yahoo.com~~.finance.yahoo.com. Prices are inter-dealer quotations, without retail mark-up, markdown or commissions and may not represent actual transactions.

The future sale of the ~~Company's~~Company’s presently outstanding ~~"unregistered"~~“unregistered” and ~~"restricted"~~“restricted” common stock by present members of management and persons who own more than five percent of the ~~Company's~~Company’s outstanding voting securities may have an adverse effect on any ~~"established~~“established trading ~~market"~~market” that may develop in the shares of the ~~Company's~~Company’s common stock.

As of December 31, ~~2015,~~2018, the Company had 76approximately 152 shareholders of record of common stock, including shares held in “street name” by banks, brokerage clearing houses, depositories or otherwise in unregistered form. The Company does not know the beneficial owners of such shares, or the number of beneficial holders of such shares.

We have not historically distributed dividends to stockholders, nor do we intend to do so in the foreseeable future.

The Company does not have any securities authorized for issuance under equity compensation plans.

Our common stock is considered ~~"penny stock"~~“penny stock” under the rules the Securities and Exchange Commission (the ~~"SEC"~~“SEC”) under the Securities Exchange Act of 1934. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ Stock Market System, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that:

-	contains a description of the nature and level of risks in the market for penny stocks in both public offerings and secondary trading;

-	contains a description of the ~~broker's~~broker’s or ~~dealer's~~dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of ~~Securities'~~Securities’ laws; contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;

-	contains a toll-free telephone number for inquiries on disciplinary actions;

-	defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and

-	contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with:

-	bid and offer quotations for the penny stock;

-	the compensation of the broker-dealer and its salesperson in the transaction;

-	the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the marker for such stock; and

-	monthly account statements showing the market value of each penny stock held in the ~~customer's~~customer’s account.

In addition, the penny stock rules that require that prior to a transaction in a penny stock not otherwise exempt from those 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~~purchaser’s written acknowledgement of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement.

These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock.

The Company, as a smaller reporting company (as defined by Rule 12b-2 of the Exchange Act), is not required to furnish information required by this item.

You should read the following discussion and analysis in conjunction with the ~~audited~~ consolidated financial statements and notes thereto appearing elsewhere in this annual report on Form 10-K.

In preparing the ~~management's~~management’s discussion and analysis, the registrant presumes that you have read or have access to the discussion and analysis for the preceding fiscal year.

This document includes ~~"forward-looking statements"~~“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended or the Reform Act. All statements other than statements of historical fact are ~~"forward-looking statements"~~“forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earning, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions of performance; and statements of belief; and any statements of assumptions underlying any of the foregoing. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: the ~~Company's~~Company’s ability to raise capital and the terms thereof; and other factors referenced in the Form 10-K.

The use in this Form 10-K of such words as ~~"believes"~~“believes”, ~~"plans"~~“plans”, ~~"anticipates"~~“anticipates”, ~~"expects"~~“expects”, ~~"intends"~~“intends”, and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. These forward-looking statements present the ~~Company's~~Company’s estimates and assumptions only as of the date of this report. Except for the ~~Company's~~Company’s ongoing obligation to disclose material information as required by the federal securities laws, the Company does not intend, and undertakes no obligation, to update any forward-looking statements.

Although the Company believes that the expectations reflected in any of the forward-looking statements are reasonable, actual results could differ materially from those projected or assumed or any of the ~~Company's~~Company’s forward-looking statements. The ~~Company's~~Company’s future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties.

The ~~Company provides professional advisory, financing and consulting services~~Company’s business plan is to ~~established companies~~engage in the ~~United States, Canada~~acquisition, exploration, development and ~~Asia in need~~production of specific expertise to advance their particular business plans. These services include, but are not limited to, professional advisory services before and after financing, management consulting, professional board member services, accounting, pre-audit and CFO services, corporate governance advice and general corporate management advisory services in consideration for a fee, comprised of either cash or equity, or a combination of both.

~~The Company's business plan as pertains to the~~ oil and ~~gas industry is to explore and develop oil and~~natural gas properties, both individually and through collaborative partnerships with other companies in this field of endeavor. Viking has relationships with industry experts and formulated an acquisition strategy, with emphasis on acquiring under-valued, producing properties from distressed vendors or those deemed as non-core assets by larger sector participants. The Company does not focus on speculative exploration programs, but rather targets properties with current production and untapped reserves. The Company’s growth strategy includes the following key initiatives:

	·	Acquisition of under-valued producing oil and gas assets

	·	Employ enhanced recovery techniques to maximize production

	·	Implement responsible, lower-risk drilling programs on existing assets

	·	Aggressively pursue cost-efficiencies

	·	Opportunistically explore strategic mergers and/or acquisitions

	·	Actively hedge mitigating commodity risk

The following overview provides a background for the current strategy being implemented by management.

In November of 2014, the Company entered into its first contract relative to oil and gas activities involving jointly controlled assets and related liabilities by purchasing an undivided 50% interest in the Joffre project located in Alberta, Canada. The working interests of this ~~kind~~joint venture, were acquired from a Canadian Company that ended up in receivership, and the administration of these assets proved to be inefficient and unprofitable. The investment in these properties, as ~~explained in Note 4.~~well as all uncollected receivables associated with it have been either fully impaired or fully reserved. Effective September 30, 2018, the Company negotiated a sale and settlement of this Canadian joint venture interest and a resolution of all intercompany balances associated with it, for proceeds to the Company of $232,545. An asset retirement obligation of $466,031, offset by the net asset retirement cost of $293,296 associated with this investment, generated a gain from disposal of these assets of $405,280.

The Company is neither an underwriter as the term is defined in Section 2(a)(11) of the Securities Act of 1933, nor an investment company pursuant to the Investment Company Act of 1940. The Company is not an investment adviser pursuant to the Investment Advisers Act of 1940, nor is it registered with FINRA or SIPC.

In February 2016, the Company closed on the acquisition of working interests in four leases with access to the mineral rights (oil and gas) concerning approximately 281 acres of property in Miami and Franklin Counties in eastern Kansas. In October 2016, the Company, through its subsidiary, Mid-Con Petroleum, LLC, completed an acquisition whereby the Company (i) increased its working interest in three existing oil and gas leases in Miami and Franklin Counties in Eastern Kansas, and (ii) acquired a working interest in four new oil and gas leases in the same region, comprising approximately 660 acres of property.

On September 11, 2017, the Company through its subsidiary, Mid-Con Drilling, LLC (“Mid-Con Drilling”), completed an acquisition of a 90% working interest in four new oil and gas leases in Anderson County in Eastern Kansas, comprising approximately 980 acres of property. On October 2, 2017, the Company, through Mid-Con Drilling, closed on an acquisition, effective October 1, 2017, of a 100% working interest in six new oil and gas leases in Miami and Franklin Counties in Eastern Kansas. On October 4, 2017, the Company, through Mid-Con Drilling, closed on an acquisition of an 80% working interest in six new oil and gas leases in Riley, Geary and Wabaunsee Counties in Kansas. On December 29, 2017, the Company through its subsidiary Mid-Con Development, LLC, completed an acquisition of working interests in approximately 41 oil leases in Ellis and Rooks Counties in Kansas, comprising several thousand acres.

On January 12, 2018, the Company, through MidCon Drilling, completed an acquisition of a 100% working interest in seven new oil and gas leases in Woodson and Allen Counties in Eastern Kansas. Effective February 1, 2018, the Company, through Mid-Con Drilling, closed on the acquisition of a working interest in a lease with access to the mineral rights (oil and gas) concerning approximately 80 acres of property in Douglas County in eastern Kansas.

These Kansas properties are operated by third party contractors. The Company’s plans relative to these properties includes the development of the production potential of existing wells and capitalizing on the drilling opportunities that exist within the acreage covered by these working interests. In 2018, the Company began drilling new wells in various Kansas locations.

On December 22, 2017, the Company completed an acquisition of 100% of the membership interests of Petrodome Energy, LLC, a privately-owned company, with multiple subsidiaries (described in Exhibit 21.1 hereto) with working interests in multiple oil and gas fields across Texas, Louisiana and Mississippi, comprising approximately 11,700 acres.

As a part of this acquisition, the Company retained an operational office in Houston, Texas that includes several senior level professionals with over 100 years of combined oil and gas experience which provides the Company the capability of operating many of its own wells internally. This expertise has since been utilized to evaluate additional oil and gas acquisition opportunities, evaluate the profitable management of all of the Company’s oil and gas assets, and evaluate and develop new drilling prospects.

On December 28, 2018, the Company, through its newly formed Ichor Energy subsidiaries (described in Exhibit 21.1 hereto) completed an acquisition (the “Ichor Energy Acquisition”) of working interests in certain oil and gas leases in Texas (primarily in Orange and Jefferson Counties) and Louisiana (primarily in Calcasiue Parish), which include 58 producing wells and 31 salt water disposal wells. The properties produce hydrocarbons from known reservoirs/sands in the on-shore Gulf Coast region, with an average well depth in excess of 10,600 feet, and daily production volumes averaging in excess of 2,300 BOE.

This acquisition of these assets is consistent with the location of our Petrodome assets and are effectively managed from our Houston office.

These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The ~~Company's~~Company generated a net comprehensive loss of $15,117,547 for the year ended December 31, 2018 and net comprehensive income of $17,828,946 for the year ended December 31, 2017.

As of December 31, 2018, the Company has a working capital deficiency in excess of $15,000,000. The largest component of current liabilities creating this deficiency are notes payable with a face value aggregating approximately $15,000,000 due in August of 2019. The terms of these notes allow for 50% of the principal to be converted into shares of the Company’s common stock at $0.20 per share, and contain a provision whereby the Company has the right to extend the Maturity Date for one additional year to August of 2020. Consideration for the one-year extension is an increase in the interest rate to 12% for the extension period and the issuance of a warrant to purchase an additional 50,000 common shares per $100,000 of outstanding principal of each note on a pro rata basis. The Company also has a promissory note payable to the seller of the certain oil and gas interests purchased on December 28, 2018 in the amount of $23,777,948 with all principal and accrued interest due on the earlier of (i) the date the Company or one of its affiliates completes an acquisition with one or more of the Sellers for a purchase price equal to or greater than $50,000,000 or January 31, 2020.

On December 28, 2018, through one of its subsidiaries, Ichor Energy LLC, entered into a Term Loan Credit Agreement in the amount of $63,592,000. The loan is secured by 100% of the membership units of Ichor Energy, LLC, and all of its assets. Cash generated from the operation of these assets is restricted to lease operating expenses, the payment of debt service on the Term Loan, approximately $12,000,000 of oil and gas development projects approved by the lender, and distributions to the Company of $65,000 per month for general and administrative expenses, and a quarterly tax distribution at the current statutory rates. On a quarterly basis, commencing with the quarter ended June 30, 2019, after appropriate distributions to the Company, any cash in excess of $2,000,000 plus unfunded approved development projects will be swept by the lender as an additional principal payment on the debt.

Management has evaluated these conditions and has been developing a plan to address these obligations.

	·	The first piece of the plan was the original structuring of the terms of the notes that are due in August of 2019, to allow the Company to extend the due date for one additional year if needed. The net effect is for the Company to be able to pay $1,500,000 in accrued interest and delay the payment of $15,000,000 in principal for one year.

	·	The second piece was the successful acquisition of oil and gas assets in Texas and Louisiana (the Ichor Energy Acquisition) at the end of 2018, to provide cash flow sufficient to not only satisfy the Company’s debt service associated with this acquisition, but to also fund a $12,000,000 development program to increase this purchased production beyond its current average daily production of 2,300 BOE to provide a quicker principal reduction, resulting in an increased equity position relative to these assets.

	·	The acquisition of Petrodome in 2017 and the high level of oil and gas expertise retained by Petrodome at the end of 2017 provided an internal lease operating company to efficiently evaluate development opportunities and control lease operating expenses.

	·	The Company has a revolving credit facility with CrossFirst Bank, which was approved for $30,000,000. The balance outstanding at December 31, 2018 is less than $12,000,000. Additional funds could be made available to the Company for projects reviewed and approved by the lender.

These conditions raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to utilize the resources in place to generate future profitable operations, ~~and/or~~to develop additional acquisition opportunities, and to obtain the necessary financing to meet its obligations and repay its liabilities arising from ~~normal~~ business operations when they come due. Management ~~has no formal plan in place~~believes the Company will be able to ~~address this concern but considers that the Company~~continue to develop new opportunities, and will be able to obtain additional funds bythrough debt and / or equity ~~financing and/or related party advances;~~financings to facilitate its development strategy; however, there is no assurance of additional funding being available. These consolidated financial statements do not include any adjustments to the recorded assets or liabilities that might be necessary should the Company have to curtail operations or be unable to continue in existence.

The following discussion of the consolidated financial condition and results of operation of the Company should be read in conjunction with the consolidated financial statements and the related Notes included elsewhere in this Report.

							December 31,
Working Capital:	December 31,						2018			2017
	2015			2014

Current Assets	$	252,865		$	1,345		$	4,392,635		$	6,857,269
Current Liabilities	$	996,697		$	481,902		$	19,504,401		$	9,935,948
Asset retirement obligation	$	416,246		$	-
Asset retirement obligations							$	4,413,465		$	3,096,263
Working Capital (deficit)	$	(743,832	)	$	(480,557	)	$	(15,111,766	)	$	(3,078,679	)

The Company had current assets of ~~$252,865 during the fiscal year ended~~$4,392,635 as of December 31, ~~2015,~~2018, as compared to ~~$1,345~~$6,857,269 in the comparable period in ~~2014.~~2017. The Company had current liabilities of ~~$996,697 during the year ended~~$19,504,401 as of December 31, ~~2015,~~2018, as compared to ~~$481,902~~$9,935,948 in the comparable period in ~~2014.~~2017. The reduction in current assets and the increase in current liabilities is mainly ~~due to an increase in other payables, amounts due to directors~~a result of the acquisitions of Petrodome at the end of 2017 and ~~new convertible debt.~~the assets acquired through Ichor Energy at the end of 2018. The Company had a working capital deficit of ~~$743,832 due to an influx~~$15,111,766 as of ~~cash from an increase in borrowing from directors and new convertible debt during the fiscal year ended~~ December 31, ~~2015,~~2018, as compared to a working capital deficit inof $3,078,679 as of December 31, ~~2014, of $480,557.~~2017.

Cash used in operating activities increased to ($~~455,453)~~3,926,435) during the fiscal year ended December 31, ~~2015,~~2018, as compared to ($~~370,800)~~1,278,205) in the comparable period in ~~2014. The increase was mostly due to increased expenses.~~2017.

Cash from financing activities decreased to ~~$561,851~~$8,716,004 during the fiscal year ended December 31, ~~2015~~2018, as compared to ~~909,666~~$8,837,771 in the comparable period in ~~2014.~~2017. The decrease was mostly due to the Company ~~not issuing units during 2015 and generating less cash through convertible, as well as the borrowings from directors.~~successfully arranging for new debt to facilitate property acquisitions.

Cash used in investing activities ~~decreased~~increased to ($~~77,158)~~6,514,936) during the fiscal year ended December 31, ~~2015,~~2018, as compared to ($~~549,811)~~1,842,912) in the comparable period in ~~2014.~~2017. The ~~decrease~~increase is a result of the Company having accomplished the purchase of 1,256,593 and 2,187,500 units of Tanager Energy Inc. ("Tanager"), a Canadian mining company listed on the Canadian TSX Venture Exchange as a Tier 2 company and trading under the stock symbol "TAN," at a price of C$0.08 per unit during 2014. On November 3, 2014, the Company entered into a Purchase and Sale, Petroleum and Natural Gas Conveyance Agreement (the "Agreement"), with Tanager Energy. Pursuant to the Agreement, the Company is entitled to receive a 50% working interest in the Joffreadditional oil and gas property located in Alberta, Canada (the "Joffre Property"). On November 4, 2014, the Company closed the transaction by paying Tanager US$302,367, with US$52,801 (C$60,000) payable as of December 31, 2014, which was paid in January of 2015.

~~Tanager owns the remaining 50%~~ working ~~interest~~interests in the ~~Joffre Property~~central united states, facilitated by new investments through both debt and operates and manages the property in accordance with an operating agreement pursuant to the Canadian Association of Petroleum Landman Operating Procedure. The proceeds were to be used by Tanager to complete and place on production the first of four suspended Devonian oil wells in the Joffre D-3 B oil pool (the "Joffre Project"). In April 2015, the Company advanced to Tanager, an additional $153,877 (C$190,000) as an investment in the second well in the Joffre D-3 oil pool. On or about March 30, 2016, the working interest was registered in the name of the Company's wholly owned subsidiary, Viking Oil & Gas (Canada) ULC.equity.

The Company had gross revenues of ~~$95,924~~$7,967,972 for the year ended December 31, 2015, representing its share of revenue from its 50% working interest in the Joffre Property. This revenue comes from the first two oil wells in the Joffre Project which began producing during April of 2015. The Company's portion of the operational costs of processing, gathering and administering the oil wells in the Joffre Project amounted2018, as compared to ~~$49,965, providing a realizable gross profit~~$1,982,018 for the year ended December 31, ~~2015,~~2017, reflecting the impact of ~~$45,959.~~ the acquisition of Petrodome at the end of 2017 along with continued oil and gas acquisitions and development in the central United States.

The ~~Company did not have any revenue~~Company’s operating expenses increased by $6,432,503 to $15,135,117 for the year ended December 31, ~~2014.~~

~~The Company's operating expenses increased by $87,788 to $654,439~~2018, from $8,702,614 for the year ended December 31, ~~2015, from $566,651 for the year ended December 31, 2014.~~2017. This increase ~~was~~is mainly ~~due~~attributable to increased professional fees associated with evaluation of acquisition prospects and increases in lease operating costs commensurate with the ~~increase of general~~new oil and ~~administrative expenses~~gas wells purchased in 2017. Additionally, there were increases in accretion expense and ~~stock compensation incurred during the year ended December 31, 2015, as compared to the year ended December 31, 2014.~~depreciation, depletion and amortization expense.

The Company incurred a ~~net~~ loss from operations of ~~$892,962~~$7,167,145 for the year ended December 31, ~~2015,~~2018, as compared to ~~a net loss of $830,737~~$6,720,596 for the year ended December 31, ~~2014.~~2017. The increase in ~~net~~ loss from operations was mainly due to the items referred to in the analysis of expenses.

The Company does not have any ~~off balance~~off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity or capital expenditures or capital resources that is material to an investor in the ~~Company's~~Company’s securities.

The ~~Company's~~Company’s business and operating results are not currently affected in any material way by ~~inflation.~~inflation although they could be adversely affected in the future were inflation to increase, resulting in cost increases.

On February 23, 2016, the Company closed on the acquisition of working interests (Net Revenue Interests from 80 to 87%) in four leases with access to the mineral rights (oil and gas) concerning approximately 281 acres of property in Miami and Franklin Counties in eastern Kansas. This project produces oil from the Cherokee formation at a depth of approximately 600 feet. These leases offer the potential for several future drilling locations. The purchase includes an undivided interest in all oil and gas wells, equipment, fixtures and other personal property located upon the leased properties and used in connection with oil and gas operations upon the leases attributable to the working interests purchased by the Company. The effective date of the acquisitions is February 1, 2016, so the Company was entitled to net revenues from its share of production as of such date.

As consideration for this transaction, the Company made a cash payment of $1,305,000 at closing to the vendors and issued a promissory note in the amount of $45,000. The note bears interest at a rate of 0% per annum and was due at the end of February. The Company also agreed to issue the vendors 4,500,000 shares of common stock.

Immediately prior to the above-noted acquisition, the Company also purchased a 100% working interest (Net Revenue Interest of 83%) in: (i) three leases with access to the mineral rights (oil and gas) concerning approximately 270 acres of property in Miami and Franklin Counties in eastern Kansas; and (ii) 31 leases with access to the mineral rights (oil and gas) concerning approximately 5,500 acres of property in Cass and Bates Counties in Missouri. The purchase includes an undivided interest in all oil and gas wells, equipment, fixtures and other personal property located upon the leased properties and used in connection with oil and gas operations upon the leases attributable to the working interests purchased by Viking. As consideration for this transaction, Viking agreed to issue the vendors 5,150,000 shares of common stock of Viking.

To facilitate these acquisitions, the Company borrowed $1,450,000 from private lenders pursuant to a 15% Senior Secured Convertible Promissory Note (the "Note"), arranged through a licensed broker/dealer, with the primary terms of the loan being as follows: (i) ~~Term~~ ~~– 6 months; (ii)~~ ~~Rate~~ ~~– 15% per annum; (iii)~~ ~~Security~~ ~~– 1st ranking charge against company assets pursuant to a Security and Pledge Agreement (the "Security Agreement"); (iv)~~ ~~Conversion~~ ~~– the lenders have a right to convert all or part of the note into common stock of Viking at a price of $0.15 per share, subject to certain ownership restrictions; and (v)~~ ~~Warrants~~ – the lenders were given an option to purchase, within the next 5 years, 3,750,000 shares of common stock of Viking at an exercise price of $0.20 per share pursuant to a Common Stock Purchase Warrant. Viking's CEO and director, James Doris, also personally guaranteed repayment of the loan and granted the lenders a security interest in his assets.

The foregoing descriptions of the terms of the Note, Security Agreement and Warrant are qualified in their entirety by the full text of such agreements, the form of which Note, Security Agreement and Warrant are incorporated by reference in and to Exhibits 99.3, 99.4, and 99.5 hereto.

We prepare our financial statements in conformity with GAAP, which requires management to make certain estimates and assumptions and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the financial statements are prepared and actual results could differ from our estimates and such differences could be material. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions. On a regular basis, we review our critical accounting policies and how they are applied in the preparation of our financial statements, as well as the sufficiency of the disclosures pertaining to our accounting policies in the footnotes accompanying our financial statements. Described below are the most significant policies we apply in preparing our consolidated financial statements, some of which are subject to alternative treatments under GAAP. We also describe the most significant estimates and assumptions we make in applying these policies. See “Note 2 - Summary of Significant Accounting Policies” to our consolidated financial statements.

The Company uses the full cost method of accounting for its investment in oil and natural gas properties. Under this method of accounting, all costs of acquisition, exploration and development of oil and natural gas properties (including such costs as leasehold acquisition costs, geological expenditures, dry hole costs, tangible and intangible development costs and direct internal costs) are capitalized as the cost of oil and natural gas properties when incurred.

The full cost method requires the Company ~~adopted Statement~~to calculate quarterly, by cost center, a “ceiling,” or limitation on the amount of ~~Financial Accounting Standards ("SFAS"~~properties that can be capitalized on the balance sheet. To the extent capitalized costs of oil and natural gas properties, less accumulated depletion and related deferred taxes exceed the sum of the discounted future net revenues of proved oil and natural gas reserves, the lower of cost or estimated fair value of unproved not properties subject to amortization, the cost of properties not being amortized, and the related tax amounts, such excess capitalized costs are charged to expense.

Estimates of our proved reserves included in this report are prepared in accordance with U.S. SEC guidelines for reporting corporate reserves and future net revenue. The accuracy of a reserve estimate is a function of:

Our proved reserve information included in this report was predominately based on estimates. Because these estimates depend on many assumptions, all of which may substantially differ from future actual results, reserve estimates will be different from the quantities of oil and gas that are ultimately recovered. In addition, results of drilling, testing and production after the date of an estimate may justify material revisions to the estimate.

In accordance with SEC requirements, we based the estimated discounted future net cash flows from proved reserves on the unweighted arithmetic average of the prior 12-month commodity prices as of the first day of each of the months constituting the period and costs on the date of the estimate.

The estimates of proved reserves materially impact depreciation, depletion, amortization and accretion (“DD&A”) ~~No. 143, Accounting~~expense. If the estimates of proved reserves decline, the rate at which we record DD&A expense will increase, reducing future net income. Such a decline may result from lower market prices, which may make it uneconomic to drill for and produce from higher-cost fields.

Asset retirement obligations (“ARO”) primarily represent the ~~financial accounting~~estimated present value of the amount we will incur to plug, abandon and ~~reporting obligations~~remediate our producing properties at the projected end of their productive lives, in accordance with applicable federal, state and ~~retirement costs~~local laws. We determined our ARO by calculating the present value of estimated cash flows related to the obligation. The retirement ~~of tangible long-lived assets. Among other things, SFAS No. 143 requires oil and gas companies to reflect decommissioning liabilities on the face~~obligation is recorded as a liability at its estimated present value as of the ~~balance sheet at fair value on a discounted basis. This statement requires that the fair value~~obligation’s inception, with an offsetting increase to proved properties. Periodic accretion of ~~a liability for an asset retirement obligation be recognized in the period in which it is incurred. The associated asset retirement costs are capitalized as part~~discount of the ~~carrying cost of the asset. Our asset retirement obligations consist of~~ estimated ~~costs for dismantlement, removal, site reclamation and similar activities associated with our oil and gas properties.~~

With the adoption of SFAS No. 143, an asset retirement obligation and the related asset retirement cost in the amount of $406,214 have been recorded. This asset retirement cost was determined and discounted to present value using a credit-adjusted risk-free rate. After the initial recording, the liability is ~~increased for the passage of time, with the increase being reflected~~recorded as accretion expense in the ~~statement~~accompanying consolidated statements of ~~operations. Subsequent adjustments~~operations and comprehensive income.

ARO liability is determined using significant assumptions, including current estimates of plugging and abandonment costs, annual inflation of these costs, the productive lives of wells and a risk-adjusted interest rate. Changes in any of these assumptions can result in significant revisions to the estimated ARO.

The Company does not designate its commodities derivative instruments as hedges and therefore does not apply hedge accounting. Changes in fair value of derivative instruments subsequent to the initial measurement are recorded as change in fair value on derivative liability, in other income (expense). The estimated fair value amounts of the Company’s commodity derivative instruments have been determined at discrete points in time based on relevant market information which resulted in the ~~cost estimate~~Company classifying such derivatives as Level 2. Although the Company’s commodity derivative instruments are ~~reflected in~~valued using public indices, as well as the ~~liability~~Black-Sholes model, the instruments themselves are traded with unrelated counterparties and ~~the amounts continue to be amortized over the useful life of the related long-lived asset.~~

~~Revenues from oil and gas properties~~ are ~~recognized under the entitlements method of accounting, whereby revenue is recognized~~not openly traded on ~~the amount the Company is entitled to, based on its interest in the property after all costs associated with exploration, gathering, marketing and sales relative to the volumes of product sold.~~an exchange.

~~The Company has updated its accounting for net operating losses to reflect accumulated deficits.~~

The Company, as a smaller reporting company (as defined by Rule 12b-2 of the Exchange Act), is not required to furnish information required by this item.

We have audited the accompanying consolidated balance ~~sheet~~sheets of Viking ~~Investments~~Energy Group, Inc. and its subsidiaries (the “Company”) as of December 31, ~~2015~~2018 and ~~2014,~~2017 and the related ~~statement~~consolidated statements of operations ~~stockholders' deficiency,~~and comprehensive loss, stockholders’ equity(deficit) and cash flows for the years then ~~ended.~~ ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2018 and 2017, and the results of its consolidated operations and its consolidated cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations since inception and has a working capital deficiency both of which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The 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~~Company’s management. Our responsibility is to express an opinion on ~~these~~the Company’s financial statements based on our ~~audit.~~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 ~~audit~~audits in accordance with the standards of the ~~Public Company Accounting Oversight Board (United States).~~PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material ~~misstatement.~~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. ~~Our~~As part of our audits, ~~included consideration~~we are required to obtain an understanding 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~~Company’s internal control over financial reporting. Accordingly, we express no such opinion. ~~An audit incl udes~~

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 include examining, on a test basis, evidence ~~supporting~~regarding the amounts and disclosures in the financial ~~statements, assessing~~statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial ~~statement presentation.~~statements. We believe that our audits provide 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 Viking Investments Group, Inc. as of December 31, 2015 and 2014, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America./s/ Turner, Stone & Company, L.L.P.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has significant net losses and cash flow deficiencies. 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 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.Dallas, Texas

~~10320 N 56th Street, Suite 330~~F-1

~~Tampa, FL 33617~~

~~813.606.4388~~

Table of Contents

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

Consolidated ~~Statement Of Cash Flows~~Statements of Operations and Comprehensive Income (Loss)

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

Consolidated ~~Statement~~Statements of ~~Changes in Stockholders' Deficiency~~Cash Flows

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

															Accumulated			Retained			Total
									Additional			Prepaid			Other			Earnings			Stockholders'
	Common Stock				Preferred Stock				Paid-in			Equity-Based			Comprehensive			(Accumulated			Equity
	Number		Amount		Number		Amount		Capital			Compensation			Loss			Deficit)			(Deficit)

Balances at December 31, 2016		53,093,192	$	53,093		28,092	$	28	$	11,526,847		$	(35,068	)	$	(1,446	)	$	(14,409,628	)	$	(2,866,174	)

Shares issued for consulting services		3,949,889		3,951						689,097												693,048
Shares issued as prepaid equity-based compensation		4,385,000		4,385						860,836			(865,221	)								-
Sale of stock		3,059,442		3,059						455,858												458,917
Derivative liability adjustments - satisfaction of convertible debt										35,232												35,232
Amortization of prepaid equity-based compensation													888,462									888,462
Unrealized gain (loss)on securities held for sale																1,446						1,446
Shares and warrants issued as discount on new debt		3,040,000		3,040						681,371												684,411
Shares issued as debt discount		2,646,000		2,646						322,229												324,875
Shares issued in cashless exercise of warrants		174,467		174						(174	)											-
Shares issued in acquisition of oil and gas properties		2,000,000		2,000						458,600												460,600
Warrants issued for services										3,999,996												3,999,996
Net income for the year ended December 31, 2017																			17,827,500			17,827,500

Balances at December 31, 2017		72,347,990	$	72,348		28,092	$	28	$	19,029,892		$	(11,827	)	$	-		$	3,417,872		$	22,508,313

Accounting principle change relative to certain derivative liabilities - Note 2.																			807,762			807,762
Shares issued as debt discount		11,447,000		11,447						2,467,086												2,478,533
Shares issued as prepaid equity-based compensation		250,000		250						54,750			(55,000	)								-
Amortization of prepaid equity-based compensation													66,827									66,827
Shares issued for services		6,305,297		6,306						1,456,691												1,462,997
Shares issued in debt conversion		75,000		75						14,925												15,000
Warrants issued for services										773,388												773,388
Shares issued in cashless exercise of warrants		563,738		563						(563	)											-
Warrants issued as debt discount										5,226,855												5,226,855
Beneficial conversion feature of debt as debt discount										2,812,145												2,812,145
Warrants issued for subsidiary equity in acquisition of oil and gas properties										180,744												180,744
Net loss for the year ended December 31, 2018																			(15,117,547	)		(15,117,547	)

Balances at December 31, 2018		90,989,025	$	90,989		28,092	$	28	$	32,015,913		$	-		$	-		$	(10,891,913	)	$	21,215,017

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

Viking Energy Group, Inc. (“Viking” or the “Company”) is incorporated under the laws of the State of Florida on May 3, 1989, as Sparta Ventures Corp. and remained inactive until June 27, 1998. After several name changes, the Company merged with and into a wholly-owned subsidiary, SinoCubate, Inc., which remained the surviving entity of the merger. SinoCubate, Inc. was formed in the State of Nevada on September 11, 2008. The merger resulted in a change of name of the Company from Synthenol Inc. to SinoCubate, Inc., and a change in the state of incorporation of the Company from Florida to Nevada. ~~On June 13, 2012,~~In March 2017, the Company changed its name tofrom Viking Investments Group, Inc.~~, and the Company's ticker symbol was changed~~ to ~~"VKIN."~~Viking Energy Group, Inc.

The ~~Company's~~Company’s business plan ~~relative to providing professional advisory and consulting services~~ is to ~~help companies undergoing or anticipating periods~~engage in the acquisition, exploration, development and production of rapid growth, significant change or ownership transition, and when justified, staffing, financing, and/or providing operational support to such companies. Target companies must have superior management, intimate knowledge of their particular industry and a sound business plan, along with a desire and receptiveness for specific expertise to advance the company's business objectives. Viking's primary focus is directed toward North America, targeting various industries. Viking targets under-valued businesses with realistic appreciation potential and a defined exit strategy.

~~The Company's business plan as it pertains to the~~ oil and ~~gas industry is to explore and develop oil and~~natural gas properties, both individually and through collaborative partnerships with other companies in this field of endeavor. ~~In November of~~Since 2014 the Company ~~entered its first contract of this kind as explained in Note 4.~~has had the following related activities:

Viking Investments is neither an underwriter as the term is defined in Section 2(a)(11) of the Securities Act of 1933, nor an investment company pursuant to the Investment Company Act of 1940. Viking Investments is not an investment adviser pursuant to the Investment Advisers Act of 1940. Viking Investments is not registered with FINRA or SIPC.

	·	In November 2014, the Company entered into its first contract relative to oil and gas activities involving jointly controlled assets and related liabilities by purchasing an undivided 50% interest in the Joffre project located in Alberta, Canada. Effective September 30, 2018, the Company negotiated a sale and settlement of this Canadian joint venture interest and a resolution of all intercompany balances associated with it, for proceeds to the Company of $232,545. An asset retirement obligation of $466,031 offset by the net asset retirement cost of $293,296 associated with this investment generated a gain from disposal of these assets of $405,280.

	·	In February 2016, the Company closed on the acquisition of working interests in four leases with access to the mineral rights (oil and gas) concerning approximately 281 acres of property in Miami and Franklin Counties in eastern Kansas.

	·	In October 2016, the Company, through its subsidiary Mid-Con Petroleum, LLC (“Mid-Con Petroleum”), completed an acquisition whereby the Company (i) increased its working interest in three existing oil and gas leases in Miami and Franklin Counties in Eastern Kansas, and (ii) acquired a working interest in four new oil and gas leases in the same region, comprising approximately 660 acres of property.

	·	On September 11, 2017, the Company through its subsidiary Mid-Con Drilling, LLC (“Mid-Con Drilling”), completed an acquisition of a 90% working interest in four new oil and gas leases in Anderson County in Eastern Kansas, comprising approximately 980 acres of property.

	·	On October 2, 2017, the Company, through Mid-Con Drilling, closed on an acquisition, effective October 1, 2017, of a 100% working interest in six new oil and gas leases in Miami and Franklin Counties in Eastern Kansas.

	·	On October 4, 2017, the Company, through Mid-Con Drilling, closed on an acquisition of an 80% working interest in six new oil and gas leases in Riley, Geary and Wabaunsee Counties in Kansas.

	·	On December 22, 2017, the Company completed an acquisition of 100% of the membership interests of Petrodome Energy, LLC, a privately-owned company, with working interests in multiple oil and gas fields across Texas, Louisiana and Mississippi, comprising approximately 11,700 acres.

	·	On December 29, 2017, the Company through its subsidiary Mid-Con Development, LLC (“Mid-Con Development”), completed an acquisition of working interests in approximately 41 oil leases in Ellis and Rooks Counties in Kansas, comprising several thousand acres.

	·	On January 12, 2018, the Company, through MidCon Drilling, completed an acquisition of a 100% working interest in seven new oil and gas leases in Woodson and Allen Counties in Eastern Kansas.

	·	Effective February 1, 2018, the Company, through Mid-Con Drilling, closed on the acquisition of a working interest in a lease with access to the mineral rights (oil and gas) concerning approximately 80 acres of property in Douglas County in eastern Kansas.

	·	On December 28, 2018, the Company, through its subsidiary Ichor Energy, LLC (“Ichor Energy”) completed an acquisition of working interests in certain oil and gas leases in Texas (primarily in Orange and Jefferson Counties) and Louisiana (primarily in Calcasiue Parish), which include 58 producing wells and 31 salt water disposal wells. The properties produce hydrocarbons from known reservoirs/sands in the on-shore Gulf Coast region, with an average well depth in excess of 10,600 feet.

These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company ~~had~~generated a net comprehensive loss of ~~$892,962 and $830,737~~$15,117,547 for the ~~years~~year ended December 31, ~~2015~~2018 and net comprehensive income of $17,828,946 for the year ended December 31, ~~2014, respectively. The~~2017.

As of December 31, 2018, the Company ~~had~~has a working capital deficiency in excess of $15,000,000. The largest component of current liabilities creating this deficiency are notes payable with a face value aggregating approximately $15,000,000 due in August of 2019. The terms of these notes allow for 50% of the principal to be converted into shares of the Company’s common stock at $0.20 per share, and contain a provision whereby the Company has the right to extend the Maturity Date for one additional year to August of 2020. Consideration for the one-year extension is an increase in the interest rate to 12% for the extension period and the issuance of a warrant to purchase an additional 50,000 common shares per $100,000 of outstanding principal of each note on a pro rata basis. The Company also has a promissory note payable to the seller of the certain oil and gas interests purchased on December 28, 2018 in the amount of ~~$743,832 as~~$23,777,948 with all principal and accrued interest due on the earlier of (i) the date the Company or one of its affiliates completes an acquisition with one or more of the Sellers for a purchase price equal to or greater than $50,000,000 or January 31, 2020.

On December ~~31, 2015.~~28, 2018, through one of its subsidiaries, Ichor Energy LLC, entered into a Term Loan Credit Agreement in the amount of $63,592,000. The loan is secured by 100% of the membership units of Ichor Energy, LLC, and all of its assets. Cash generated from the operation of these assets is restricted to lease operating expenses, the payment of debt service on the Term Loan, approximately $12,000,000 of oil and gas development projects approved by the lender, and distributions to the Company ~~had accumulated a negative shareholders' deficiency~~ of ~~$243,234 as of December 31, 2015,~~$65,000 per month for general and administrative expenses, and a ~~negative shareholders' deficiency~~quarterly tax distribution at the current statutory rates. On a quarterly basis, commencing with the quarter ended June 30, 2019, after appropriate distributions to the Company, any cash in excess of ~~$57,261~~$2,000,000 plus unfunded approved development projects will be swept by the lender as ~~of December 31, 2014.~~an additional principal payment on the debt.

Management has evaluated these conditions and has been developing a plan to address these obligations.

These conditions raise substantial doubt regarding the Company’s ability to continue as a going concern. The ~~Company's~~Company’s ability to continue as a going concern is dependent upon its ability to utilize the resources in place to generate future profitable operations, ~~and/or~~to develop additional acquisition opportunities, and to obtain the necessary financing to meet its obligations and repay its liabilities arising from ~~normal~~ business operations when they come due. Management ~~has no formal plan in place~~believes the Company will be able to ~~address this concern but considers that the Company~~continue to develop new opportunities, and will be able to obtain additional funds bythrough debt and / or equity ~~financing and/or related party advances;~~financings to facilitate its development strategy; however, there is no assurance of additional funding being available. These consolidated financial statements do not include any adjustments to the recorded assets or liabilities that might be necessary should the Company have to curtail operations or be unable to continue in existence.

The accompanying consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in ~~United States ("US GAAP") and are expressed in U.S. dollars. The Company's fiscal year-end is December 31.~~

~~The foregoing audited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in~~ the United States of America ("(“U.S. ~~GAAP"~~GAAP”) for consolidated financial information and with the instructions to Form 10-K as promulgated by the Securities and Exchange Commission (the ~~"SEC"~~“SEC”). Accordingly, these consolidated financial statements include all of the disclosures required by generally accepted accounting principles for complete consolidated financial statements.

The financial statements presented herein reflect the consolidated financial results of the Company and its wholly owned ~~subsidiary,~~subsidiaries, Viking ~~Investments Group~~Oil & Gas (Canada) ULC, a Canadian corporation formed to provide a base of operations for properties in Canada; Mid-Con Petroleum, LLC, Mid-Con Drilling, LLC, and Mid-Con Development, LLC, which were all formed to provide a ~~Delaware limited liability company through December 2, 2015, when~~base of operations for properties in the ~~Company sold for $1, all~~Central United States; and Petrodome Energy, LLC, Ichor Energy Holdings, LLC, Ichor Energy, LLC, Ichor Energy (TX), LLC, and Ichor Energy (LA), LLC, which provides a base of ~~its ownership interest~~operations to ~~its member interest~~facilitate property acquisitions in ~~Viking Investments Group LLC to Tom Simeo, the Company's Chairman. Viking Investments Group, LLC was never an operational entity, did not~~Texas, Louisiana and Mississippi. All significant intercompany transactions and balances have ~~any assets, liabilities, or operations, and therefore is not presented as a discontinued operation.~~been eliminated.

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts and timing of revenues and expenses, the reported amounts and classification of assets and liabilities, and disclosure of contingent assets and liabilities. ~~The Company's actual results could vary materially from management's estimates and assumptions.~~ Significant areas requiring the use of management estimates relate to impairment of long-lived assets, stock-based compensation, asset retirement obligations, business combinations, derivatives and the determination of expected tax rates for future income tax ~~recoveries, stock-based compensation~~recoveries.

The estimates of proved, probable and possible oil and gas reserves are used as significant inputs in determining the depletion of oil and gas properties and the impairment of ~~long-term investment.~~proved and unproved oil and gas properties. There are numerous uncertainties inherent in the estimation of quantities of proved, probable and possible reserves and in the projection of future rates of production and the timing of development expenditures. Similarly, evaluations for impairment of proved and unproved oil and gas properties are subject to numerous uncertainties including, among others, estimates of future recoverable reserves and commodity price outlooks. Actual results could differ from the estimates and assumptions utilized.

~~ASC~~Accounting Standards Codification, “ASC” Topic 820-10, ~~"Fair~~“Fair Value ~~Measurements and Disclosures,"~~Measurement” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 820-10, ~~"Financial Instruments,"~~ defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value ~~measures.~~measurement. The carrying amounts reported in the consolidated balance sheets for accounts receivable, other ~~receivables,~~receivable – related party, accrued expenses and other current liabilities, accounts payable, ~~accrued~~derivative liabilities ~~short term loan~~ and assets, amount due to ~~director~~directors, and convertible notes each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

~~The changes in the Level 3 investments during the year ended~~Assets and liabilities measured at fair value as of December 31, ~~2015 consisted of an investment by~~2018 are classified below based on the ~~Company in well #2 of the Joffre project in the amount of $77,158, and the recording of an Asset Retirement Cost for the Joffre project of $406,214 minus depreciation of $20,310.~~three fair value hierarchy described above:

Assets and liabilities measured at fair value as of December 31, ~~2015~~2017, are classified below based on the ~~three~~three-level fair value hierarchy described above:

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Gains (Losses)			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Gains (Losses)

Financial Assets
Long term investment	$	87,156	$	-	$	-	$	19,028		$	-	$	-	$	-	$	1,446
Petroleum and natural gas rights - net		-		-		818,230		-
	$	87,156	$	-	$	818,230	$	19,028		$	-	$	-	$	-	$	1,446

Financial liabilities
Derivative liabilities	$	-	$	154,297	$	-	$	(5,686	)	$	-	$	-	$	807,762	$	232,840
Commodity Derivative											-		245,026		-		(183,965	)
	$	-	$	154,297	$	-	$	(5,686	)	$	-	$	245,026	$	807,762	$	48,875

~~Assets and liabilities measured at fair value~~The Company had a long-term investment which consisted of 1,437,500 common shares of Tanager Energy Inc., as of December 31, ~~2014~~2016. During the three months ended March 31, 2017, the Company sold these shares. The change in the fair value of this investment that has been recognized as an unrealized gain in other comprehensive income on the statement of operations and comprehensive loss was $1,446 for the year ended December 31, 2017.

The Company had commodity financial derivatives in place at December 31, 2018 and 2017. The Company does not designate its commodities derivative instruments as hedges and therefore does not apply hedge accounting. Changes in fair value of derivative instruments subsequent to the initial measurement are ~~classified below~~recorded as change in fair value on derivative liability, in other income (expense). The estimated fair value amounts of the Company’s commodity derivative instruments have been determined at discrete points in time based on relevant market information which resulted in the ~~three fair value hierarchy described above:~~Company classifying such derivatives as Level 2. Although the Company’s commodity derivative instruments are valued using public indices, as well as the Black-Sholes model, the instruments themselves are traded with unrelated counterparties and are not openly traded on an exchange.

Although the Company is exposed to credit risk to the extent of nonperformance by the counterparties to these derivative contracts, the Company does not anticipate such nonperformance and monitors the credit worthiness of its counterparties on an ongoing basis.

The Company has entered into certain commodity derivative instruments containing swaps and collars, which are effective in mitigating commodity price risk associated with a portion of its future monthly natural gas and crude oil production and related cash flows.

In a commodities swap agreement, the Company trades the fluctuating market prices of oil or natural gas at specific delivery points over a specified period, for fixed prices. As a producer of oil and natural gas, the Company holds these commodity derivatives to protect the operating revenues and cash flows related to a portion of its future natural gas and crude oil sales from the risk of significant declines in commodity prices, which helps reduce exposure to price risk and improves the likelihood of funding its capital budget. If the price of a commodity rises above what the Company has agreed to receive in the swap agreement, the amount that it agreed to pay the counterparty is expected to be offset by the increased amount it received for its production.

The Company has entered into collar agreements related to oil and gas production with established floors and ceilings, which upon settlement, if the current market price of the commodity is below the floor, the Company receives the difference. If the current market price of the commodity is above the ceiling the Company pays the excess over the ceiling price.

~~Notes~~The derivative assets were $681,776 as of December 31, 2018, and the derivative liabilities were $2,531,718 and $1,052,788 as of December 31, 2018 and 2017 respectively. The change in the fair value of the derivative assets and liabilities for the year ended December 31, 2018 consisted of an increase of $926,802 associated with existing commodity derivatives and a decrease of $2,531,718 associated with new commodity derivatives related to ~~Consolidated Financial Statements~~

Cash ~~includes bank deposits~~ and cash ~~on hand.~~equivalents include cash in banks and highly liquid investment securities that have original maturities of three months or less. At December 31, 2018 and 2017, the Company has cash deposits in excess of FDIC insured limits in the amounts of $3,045,695 and $5,372,818 respectively.

Restricted cash in the amount of $5,199,103 as of December 31, 2017 represents cash provided through funding for the Petrodome acquisition, restricted for drilling and exploration at that time.

Accounts receivable consist of oil and gas receivables.. The Company evaluates these accounts receivable for collectability and, when necessary, records allowances for expected unrecoverable amounts. The Company has recorded an allowance for doubtful accounts of $217,057 at December 31, 2018.

Prepaid equity-based expenses represent amounts paid in advance through the issuance of restricted shares of stock, for future contractual benefits to be received. These expenses paid in advance are recorded as prepaid equity-based compensation as a component of “Stockholders’ Equity” and then amortized to the statements of operations and comprehensive loss over the life of the contract using the straight-line method. At December 31, 2018 and December 31, 2017, the balances of the prepaid equity-based compensation were comprised of the following:

The Company uses the full cost method of accounting for its investment in oil and natural gas properties. Under this method of accounting, all costs associated with acquisition, exploration and development of oil and gas reserves, including directly related overhead costs, are capitalized. General and administrative costs related to production and general overhead are expensed as incurred.

All capitalized costs of oil and gas properties, including the estimated future costs to develop proved reserves, are amortized on the unit of production method using estimates of proved reserves. Disposition of oil and gas properties are accounted for as a reduction of capitalized costs, with no gain or loss recognized unless such adjustment would significantly alter the relationship between capitalized costs and proved reserves of oil and gas, in which case the gain or loss is recognized in operations. Unproved properties and major development projects are not amortized until proved reserves associated with the projects can be determined or until impairment occurs. If the results of an assessment indicate that the properties are impaired, the amount of the impairment is included in loss from operations before income taxes and the adjusted carrying amount of the unproved properties is amortized on the unit-of-production method.

Depreciation, depletion and amortization expense utilizing the unit-of-production method for the Company’s oil and gas properties for the years ended December 31, 2018 and 2017 were as follows:

Under the full-cost method of accounting, we are required, at the end of each reporting date, to perform a test to determine the limit on the book value of our oil and natural gas properties (the “Ceiling” test). If the capitalized costs of our oil and natural gas properties, net of accumulated amortization and related deferred income taxes, exceed the Ceiling, this excess or impairment is charged to expense. The expense may not be reversed in future periods, even though higher oil and natural gas prices may subsequently increase the Ceiling. The Ceiling is defined as the sum of:

(a) the present value, discounted at 10 percent, and assuming continuation of existing economic conditions, of 1) estimated future gross revenues from proved reserves, which is computed using oil and natural gas prices determined as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month hedging arrangements pursuant to SAB 103, less 2) estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves, plus

(d) the related tax effects related to the difference between the book and tax basis of our oil and natural gas properties.

The Company did not recognize an impairment loss on oil and gas properties for the years ended December 31, 2018 and 2017, respectively.

Reserve engineering is a subjective process that is dependent upon the quality of available data and the interpretation thereof, including evaluations and extrapolations of well flow rates and reservoir pressure. Estimates by different engineers often vary sometimes significantly. In addition, physical factors such as the results of drilling, testing and production subsequent to the date of an estimate, as well as economic factors such as changes in product prices, may justify revision of such estimates. Because proved reserves are required to be estimated using recent prices of the evaluation, estimated reserve quantities can be significantly impacted by changes in product prices.

Basic ~~net loss~~income (loss) per share is computed by dividing the net ~~loss~~income (loss) by the weighted-average number of common shares outstanding during the period. Diluted net ~~loss~~income (loss) per share is computed by dividing the net ~~loss~~income (loss) by the weighted-average number of common shares and, adjusted by any effects of warrants and options outstanding, if dilutive, that may add to the number of common shares during the period. At December 31, ~~2015~~2018 there were approximately ~~2,500,00~~183,313,800 common stock equivalents that were ~~anti-dilutive and~~anti-dilutive. At December 31, 2017, there were 31,503,126 common stock equivalents that were not dilutive due to the market price being at or lower than the corresponding exercise price.

On January 1, 2018, the Company adopted ASU 2014-09, “Revenue from Contracts with Customers (ASC 606),” using the modified retrospective method. Adoption of the new revenue standard had no impact on the Company’s consolidated balance sheet, results of operations, equity or cash flows as of the adoption date.

Sales of crude oil, natural gas, and natural gas liquids (NGLs) are included in revenue when production is sold to a customer in fulfillment of performance obligations under the ~~calculation.~~

~~Revenues from contracts for consulting services with fees based on~~terms of agreed contracts. Performance obligations primarily comprise delivery of oil, gas, or NGLs at a delivery point, as negotiated within each contract. Each barrel of oil, million BTU (MMBtu) of natural gas, or other unit of measure is separately identifiable and represents a distinct performance obligation to which the transaction price is allocated. Performance obligations are satisfied at a point in time ~~and materials are recognized as~~once control of the ~~services are performed and amounts are earned in accordance with~~product has been transferred to the Securities and Exchange Commission (the "SEC") Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial Statements" ("SAB 101"), as amended by SAB No. 104, "Revenue Recognition" ("SAB 104").customer. The Company considers ~~amounts~~a variety of facts and circumstances in assessing the point of control transfer, including but not limited to: whether the purchaser can direct the use of the hydrocarbons, the transfer of significant risks and rewards, the Company’s right to ~~be earned once evidence~~payment, and transfer of ~~an arrangement has been obtained, services are delivered, fees are fixed or determinable, and collectability is reasonably assured.~~legal title. In ~~such contracts,~~each case, the ~~Company's efforts, measured by~~ time incurred, typically represent the contractual milestones or output measure, which is the contractual earnings pattern. For consulting contracts with fixed fees, the Company recognizes revenues in accordance with contract terms,between delivery and when ~~the services~~payments are ~~delivered, price~~due is ~~determinable and the revenue is earned or collectable.~~not significant.

Revenues from oil and gas properties are recognized under the entitlements method of accounting, whereby revenue is recognized on the amount the Company is entitled to, based on its interest in the property after all costs associated with exploration, gathering, marketing and sales relative to the volumes of product sold.

F-12

Table of Contents

FASB ASC 220 "Comprehensive Income," establishes standards for the reporting and display of comprehensive income and its components in the consolidated financial statements. For the fiscal years ended December 31, 2015 and 2014, comprehensive loss was $892,962 and $830,737, respectively.

	Years Ended December 31,
	2018		2017

Oil	$	7,777,100	$	1,929,875
Natural gas and Natural gas liquids		190,872		52,143

	$	7,967,972	$	1,982,018

The Company accounts for income taxes under ~~FASB Codification Topic 740-10-25 ("ASC 740-10-25"). Under ASC 740-10-25,~~the asset and liability method, which requires the recognition of deferred tax assets and liabilities ~~are recognized~~ for the expected future tax consequences ~~attributable to differences between the financial statement carrying amounts~~ of ~~existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income~~events that have been included in the ~~years in which those temporary differences are expected to be recovered or settled.~~consolidated financial statements. Under ~~ASC 740-10-25,~~this method, the ~~effect on~~Company determines deferred tax assets and liabilities on the basis of ~~a change in~~the differences between the consolidated financial statements and the tax basis of assets and liabilities by using estimated tax rates ~~is recognized~~for the year in ~~income in~~which the ~~period that includes the enactment date.~~ differences are expected to reverse.

The Company ~~provides a valuation allowance for~~recognizes deferred tax assets ~~for which it does~~and liabilities to the extent that we believe that these assets and/or liabilities are more likely than not to be realized. In making such a determination, we consider ~~realization~~all available positive and negative evidence, including future reversals of ~~such assets likely. The Company did not incur any material impact to its financial condition or~~existing taxable temporary differences, projected future taxable income, tax planning strategies, and results of ~~operations due~~recent operations. If we determine that the Company would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the ~~financial statement recognition~~deferred tax asset valuation allowance, which would reduce the provision for income taxes.

In assessing the realizability of its deferred tax assets and ~~measurement~~liabilities, management evaluated whether it is more likely than not that some portion or all of its deferred tax assets and liabilities will be realized. As of December 31, 2017, based on all the available evidence, management determined that it was more likely than not that a deferred tax ~~position taken or expected to~~liability of $910,827 would be ~~taken~~fully realized. During the year ended December 31, 2018, the Company incurred a net loss, which created a decrease in its deferred tax liability with a ~~tax return. The Company is subject to U.S federal jurisdiction~~corresponding income tax ~~examinations for~~benefit in the ~~tax years 2007 through 2015. In addition, the Company is subject to state and local income tax examinations for the tax years 2007 through 2015.~~amount of $910,827.

The Company may issue stock options to employees and stock options or warrants to non-employees in non-capital raising transactions for services and for financing costs. The Company has adopted ASC Topic 718 (formerly SFAS 123R), "Accounting for Stock-Based Compensation", which establishes a fair value method of accounting for stock-based compensation plans. In accordance with guidance now incorporated in ASC Topic 718, the cost of stock options and warrants issued to employees and non-employees is measured on the grant date based on the fair value. The fair value is determined using the Black-Scholes option pricing model. The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period.

The fair value of stock options and warrants ~~was~~is determined at the date of grant using the Black-Scholes option pricing model. The Black-Scholes option model requires management to make various estimates and assumptions, including expected term, expected volatility, risk-free rate, and dividend yield. The expected term represents the period of time that stock-based compensation awards granted are expected to be outstanding and is estimated based on considerations including the vesting period, contractual term and anticipated employee exercise patterns. Expected volatility is based on the historical volatility of the ~~Company's~~Company’s stock. The risk-free rate is based on the U.S. Treasury yield curve in relation to the contractual life of stock-based compensation instrument. The dividend yield assumption is based on historical patterns and future expectations for the Company dividends.

Management determines the appropriate classification of investment securities at the time of purchase. Securities are classified held-to-maturity when the Company has both the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are stated at amortized cost. Securities that are bought and held principally for the purpose of selling in the near term are classified as trading securities and reported at fair value, with unrealized gains and losses included in earnings. Securities not classified as held-to-maturity or trading are classified as available-for-sale. Available-for-sale securities are stated at fair value, the changes in the market value of available-for-sale securities, excluding other-than-temporary impairments, are reflected in Other Comprehensive Income, with the impairment losses, net of income taxes, charged to net income in the period in which it occurs.

The fair value of securities is based on quoted market prices. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities. A decline in the market value of any available-for-sale or held-for-maturity security below cost that is deemed to be other-then-temporary results in a reduction in carrying amount to fair value.

Impairments that are considered other-than-temporary are recognized as a loss in the consolidated statements of operations. The Company considers various factors in reviewing impairments, including the length of time and extent to which fair value has been less than the Company's cost basis, the financial condition and near-term prospects of the issuer, and the Company's intent and ability to hold the investments for a period of time sufficient to allow for any anticipated recovery in market value.

~~As at December 31, 2015 and 2014, the Company had no trading and held-to-maturity securities.~~

On September 9, 2014, the Company subscribed for 1,265,593 units of Tanager Energy Inc. ("Tanager"), a Canadian mining company listed on the Canadian TSX Venture Exchange as a Tier 2 company and trading under the stock symbol "TAN," at a price of C$0.08 per unit. Each unit consists of one share of Tanager's common stock and one warrant. Each warrant entitles the Company to subscribe for one additional Common Share at a price of C$0.15 at any time until October 5, 2016. The Warrants expire on October 5, 2016. The total price for the units subscribed is C$101,247.47. The Company paid US$92,000, which was equivalent to C$101,247.47 on September 11, 2014.

During the year ended December 31, 2018, the Company granted 28,996,906 fully vested warrants to purchase common stock. The Company used the following Black-Scholes assumptions in arriving at the fair value of warrants recorded as stock-based compensation expense in the amount of $653,419 and warrants recorded as debt discount in the amount of $1,716,039.

~~Notes~~At December 31, 2018, there were no unrecognized compensation cost related to ~~Consolidated Financial Statements~~

~~On October 6, 2014,~~ the Company subscribed for an additional 2,187,500 units of Tanager at a price of C$0.08 per unit. Each unit consists of one share of Tanager's common stock and one warrant. Each warrant entitles the Company to subscribe for one additional Common Share at a price of $ 0.15 at any time until October 5, 2016. The Warrants expire on October 5, 2016. The total price for the units subscribed is C$175,000. The Company paid US$155,444, which was equivalent to C$175,000 on October 17, 2014.future.

The ~~Company's investment in Tanager is considered~~following table represents stock warrant activity as ~~"available-for-sale" securities,~~of and ~~an unrealized gain of $19,028 was recorded in other comprehensive income~~ for the year ended December 31, ~~2015.~~2018:

In accordance with ASC 360, ~~"Accounting~~“Accounting for the Impairment or Disposal of Long-Lived ~~Assets"~~Assets”, the Company is required to review its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value.

Assets are grouped and evaluated at the lowest level for their identifiable cash flows that are largely independent of the cash flows of other groups of assets. The Company considers historical performance and future estimated results in its evaluation of potential impairment and then compares the carrying amount of the asset to the future estimated cash flows expected to result from the use of the asset. If the carrying amount of the asset exceeds estimated expected undiscounted future cash flows, the Company measures the amount of impairment by comparing the carrying amount of the asset to its fair value. The estimation of fair value is generally determined by using the ~~asset's~~asset’s expected future discounted cash flows or market value. The Company estimates fair value of the assets based on certain assumptions such as budgets, internal projections, and other available information as considered necessary. There is no impairment of long-lived assets during the ~~year~~years ended December 31, ~~2015~~2018 and ~~2014.~~2017.

An ~~entity's~~entity’s functional currency is the currency of the primary economic environment in which it operates, normally that is the currency of the environment in which the entity primarily generates and expends cash. ~~Management's~~Management’s judgment is essential to determine the functional currency by assessing various indicators, such as cash flows, sales price and market, expenses, financing and inter-company transactions and arrangements. ~~Functional~~The functional currency of the parent company is the U.S. Dollar. The reporting currency of the Company is the U.S. ~~Dollar, and the functional currency of its~~Dollar. The Company has oil and gas operations ~~is the Canadian Dollar ("CAD" or "C$" herein). The oil and gas operations of the Company are located~~ in Alberta, Canada in which the ~~CAD~~Canadian Dollar (“CAD” or “CS” herein) is the primary economic environment. The reporting currency of these consolidated financial statements is the U.S. Dollar.

For financial reporting purposes, the operational results of the ~~Company's~~Company’s oil and gas operations in Canada are prepared using the CAD, and are translated into the ~~Company's~~Company’s reporting currency, the U.S. Dollar. ~~Assets and liabilities are translated using the exchange rate at each balance sheet date.~~ Revenue and expenses applicable to the oil and gas operations in Alberta, Canada are translated using average rates prevailing during each reporting ~~period,~~period. Gains or losses resulting from the settlement of foreign currency transactions are recorded as a separate component of accumulated other comprehensive income in stockholders’ equity when realized. There have been no settlement transactions that resulted in the recognition of a foreign currency exchange gain or loss during the years ended December 31, 2018 and ~~shareholders' equity is translated at historical exchange rates.~~

The Company accounts for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free standing derivative financial instruments.

The Company has evaluated the terms and conditions of the convertible note under the guidance of ASC 815. The conversion feature did not meet the definition of "indexed to a company's own stock" provided for in ASC 815 due to the down round protection feature. Therefore, the conversion feature requires bifurcation and liability classification. Additionally, the default put requires bifurcation because it is indexed to risks that are not associated with credit or interest risk. As a result, the compound embedded derivative comprises of (i) the embedded conversion feature and (i) the default put. Rather than bifurcating and recording the compound embedded derivative as a derivative liability, the Company elected to initially and subsequently measure the convertible note in its entirety at fair value, with changes in fair value recognized in earnings in accordance with ASC 815-15-25-4.

We review the terms of convertible debt issues to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument

Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense.

The Company has evaluated the terms and conditions of certain of its warrants which included “down round” features. . The warrants did not meet the definition of “indexed to a company’s own stock” due to the down round protection feature. Therefore, the warrants required liability classification. The Company initially and subsequently measure the warrants at fair value, with changes in fair value recognized in earnings. On ~~July~~January 1, ~~2015,~~2018, the Company adopted ~~Statement~~ASU 2017-11, Derivatives and Hedging (Topic 815), and increased beginning retained earnings in the amount of ~~Financial Accounting Standards ("SFAS") No. 143,~~ $807,762 (see Note 1 (t).

Asset retirement obligations (“ARO”) primarily represent the ~~financial accounting~~estimated present value of the amount the Company will incur to plug, abandon and ~~reporting obligations~~remediate its producing properties at the projected end of their productive lives, in accordance with applicable federal, state and ~~retirement costs~~local laws. The Company determined its ARO by calculating the present value of estimated cash flows related to the obligation. The retirement ~~of tangible long-lived assets. Among other things, SFAS No. 143 requires oil and gas companies to reflect decommissioning liabilities on the face~~obligation is recorded as a liability at its estimated present value as of the ~~balance sheet at fair value on a discounted basis. This statement requires that the fair value of a liability for~~obligation’s inception, with an asset retirement obligation be recognized in the period in which it is incurred. The associated asset retirement costs are capitalized as part of the carrying cost of the asset. Our asset retirement obligations consist of estimated costs for dismantlement, removal, site reclamation and similar activities associated with our oil and gasoffsetting increase to proved properties.

With the adoption of SFAS No. 143, an asset retirement obligation and the related asset retirement cost in the amount of $406,214 have been recorded. This asset retirement cost was determined and discounted to present value using a credit-adjusted risk-free rate. After the initial recording, the liability is increased for the passage of time, with the increase being reflected as accretion expense in the statement of operations. Subsequent adjustments in the cost estimate are reflected in the liability and the amounts continue to be amortized over the useful life of the related long-lived asset.

F-15

Table of Contents

The following table describes the changes in the ~~Company's~~Company’s asset retirement obligations for the ~~year~~years ended December 31, ~~2015:~~2018 and 2017:

~~Recently Adopted Accounting Pronouncements~~

s) Undistributed Revenues and Royalties

The Company records a liability for cash collected from oil and gas sales that have not been distributed. The amounts get distributed in accordance with the working interests of the respective owners.

As of December 31, 2018, and through the date of this filing, there were several new accounting pronouncements issued by the Financial Accounting Standards ~~Board and other entities issued new~~Board. Each of these pronouncements, as applicable, has been or ~~modifications to, or interpretations of, existing accounting guidance during 2015.~~will be adopted by the Company. Management ~~has carefully considered the new pronouncements that altered generally accepted accounting principles and~~ does not believe ~~that~~the adoption of any ~~other new~~of these accounting pronouncements has had or ~~modified principles~~ will have a material impact on the ~~Company's reported~~Company’s consolidated financial statements. The Company will monitor these emerging issues to assess any potential future impact on its financial statements.

ASU Update 2014-09, “Revenue from Contracts with Customers (Topic 606),” converged guidance on recognizing revenue in contracts with customers on an effective date after December 31, 2017. The ASU outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers which supersedes current revenue recognition guidance, including most industry-specific guidance. The guidance provides that an entity recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. The Company adopted Topic 606 as of January 1, 2018, using the modified retrospective transition method. Under the modified retrospective method, the Company would recognize the cumulative effect of initially applying the standard as an adjustment to opening retained earnings at the date of initial application; however, we did not have any material adjustment as of the date of the adoption. The comparative periods have not been restated.

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” This standard requires all leases that have a term of over 12 months to be recognized on the balance sheet with the liability for lease payments and the corresponding right-of-use asset initially measured at the present value of amounts expected to be paid over the term. Recognition of the costs of these leases on the income statement will be dependent upon their classification as either an operating or a financing lease. Costs of an operating lease will continue to be recognized as a single operating expense on a straight-line basis over the lease term. Costs for a financing lease will be disaggregated and recognized as both an operating expense (for the amortization of the right-of-use asset) and interest expense (for interest on the lease liability). This standard will be effective for our interim and annual periods beginning January 1, 2019, and will be applied on a modified retrospective basis to leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Early adoption is permitted. The Company has evaluated the timing of adoption and the potential impact of this standard on our financial position, but we do not expect it to have a material impact on our financial position or ~~operations~~results of operations.

In July 2017, the Financial Accounting Standards Board (“FASB”) issued ASU 2017-11, “Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part 1) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Non-public Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception” (“ASU 2017-11”). Part I relates to the accounting for certain financial instruments with down round features in Subtopic 815-40, which is considered in determining whether an equity-linked financial instrument qualifies for a scope exception from derivative accounting. Down round features are features of certain equity-linked instruments (or embedded features) that result in the ~~near term.~~strike price being reduced based on the pricing of future equity offerings. An entity still is required to determine whether instruments would be classified as equity in determining whether they qualify for that scope exception. If they do qualify, freestanding instruments with down round features are no longer classified as liabilities. ASU 2017-11 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period. Early adoption is permitted, including in an interim period. We adopted Topic 815 as of January 1, 2018. The effect was to no longer recognize certain freestanding instruments with down round features as a liability, through an increase in beginning retained earnings of $807,762.

The Company has evaluated all events subsequent to December 31, 2018, and through April 1, 2019. There were no subsequent events that need disclosure.

As discussed in Note 1, on December 22, 2017, the Company closed on the acquisition of all of the issued and outstanding membership interests of Petrodome Energy, LLC, a Texas limited liability company, with an effective date of November 1, 2017, in a transaction accounted for under the acquisition method of accounting, whereby the assets acquired and the liabilities, if any assumed are to be valued at fair value, and compared to the fair value of the consideration given to identify if there are any identifiable intangible assets to be recognized as a result of the transaction.

The recorded cost of this acquisition was based upon the fair market value of the assets acquired based on an independent valuation. The fair value of the Business Enterprise and its assets exceed the value of the consideration given, creating a bargain purchase gain, which is to be recognized immediately by the purchaser. The fair value of the bargain purchase gain has been recorded in the amount of $27,021,418 during the year ended December 31, 2017.

The total consideration given as outlined in the “Membership Interest Purchase Agreement”, representing the full purchase price of the membership interests, is calculated as follows:

Cash consideration - adjusted post closing pursuant to the agreement	$	2,995,319
2,000,000 restricted common shares valued at market		460,600

Total purchase price	$	3,455,919

Goodwill / Bargain Purchase Gain is calculated by comparing the total purchase price to the fair values of assets acquired and liabilities assumed in connection with this acquisition as follows:

Total Purchase Price	$	3,455,919

Fair Value of Assets and Liabilities
Cash	$	1,252,769
Prepaid expenses and other assets		39,185
Oil and Gas Properties		30,257,265
Property and equipment		172,491
Other asset - rental deposit		9,396
Less undistributed revenues and royalties		(1,253,769	)
Total Fair Value of Acquisition		30,477,337

Calculated Goodwill (Bargain Purchase Gain)	$	(27,021,418	)

Proforma unaudited condensed selected financial data for the year ended December 31, 2017 as though this acquisition had taken place at January 1, 2017 are as follows:

As discussed in Note 1, on December 28, 2018, the Company, through its subsidiary Ichor Energy, LLC (“Ichor Energy”) completed an acquisition of working interests in certain oil and gas leases in Texas and Louisiana.

The total consideration given, representing the full purchase price of the working interests in these certain oil and gas leases in Texas and Louisiana, is calculated as follows:

Total Consideration Given

Cash consideration	$	3,701,698
Term loan - net		61,528,602
Fair value of Ichor Energy Warrants		180,744
Accrued obligation		330,314
Note payable Seller		23,777,948

	$	89,519,306

Provisional Fair Value of Assets and Liabilities

Oil and Gas Properties	$	91,189,272
Asset retirement obligations assumed		(1,669,966	)

	$	89,519,306

The accrued obligation of $330,314 is included in accrued expenses at December 31, 2018.

The Company has not completed its assessment of the fair value of the assets and liabilities as of December 31, 2018, as the Company and the seller have not finalized a reconciliation of the operating activities of the acquired properties from the effective date to the closing date.

Proforma unaudited condensed selected financial data for the years ended December 31, 2018 and 2017 as though this acquisition had taken place at January 1, 2017 are as follows:

The following table summarizes the Company’s oil and gas activities by classification and geographical cost center for the year months ended December 31, 2018:

	December 31, 2017			Adjustments			Impairments		December 31, 2018

Proved developed producing oil and gas properties
Canada cost center	$	23,279		$	(23,279	)	$	-	$	-
United States cost center		12,513,088			69,423,633			-		81,936,721
Accumulated depreciation, depletion and amortization		(235,226	)		(369,509	)		-		(604,735	)
Proved developed producing oil and gas properties, net	$	12,301,141		$	69,030,845		$	-	$	81,331,986

Undeveloped and non-producing oil and gas properties
Canada cost center	$	382,935		$	(382,935	)	$	-	$	-
United States cost center		26,851,244			25,122,475			-		51,973,719
Accumulated depreciation, depletion and amortization		(374,545	)		(1,106,268	)		-		(1,480,813	)
Undeveloped and non-producing oil and gas properties, net	$	26,859,634		$	23,633,272		$	-	$	50,492,906

Total Oil and Gas Properties, Net	$	39,160,775		$	92,664,117		$	-	$	131,824,892

The following table summarizes the Company’s oil and gas activities by classification and geographical cost center for the year months ended December 31, 2017:

	December 31, 2016			Adjustments			Impairments		December 31, 2017

Proved developed producing oil and gas properties
Canada cost center	$	34,733		$	(11,454	)	$	-	$	23,279
United States cost center		1,787,840			10,725,248			-		12,513,088
Accumulated depreciation, depletion and amortization		(57,200	)		(178,026	)		-		(235,226	)
Proved developed producing oil and gas properties, net	$	1,765,373		$	10,535,768		$	-	$	12,301,141

Undeveloped and non-producing oil and gas properties
Canada cost center	$	371,481		$	11,454		$	-	$	382,935
United States cost center		917,184			25,934,060			-		26,851,244
Accumulated depreciation, depletion and amortization		(51,176	)		(323,369	)		-		(374,545	)
Undeveloped and non-producing oil and gas properties, net	$	1,237,489		$	25,622,145		$	-	$	26,859,634

Total Oil and Gas Properties, Net	$	3,002,862		$	36,157,913		$	-	$	39,160,775

On September 11, 2017, the Company through Mid-Con Drilling, LLC, completed an acquisition of a 90% working interest in four new oil and gas leases in Anderson County in Eastern Kansas, comprising approximately 980 acres of property. To facilitate this acquisition, the Company executed a Promissory Note, dated September 8, 2017, through its wholly owned subsidiary, Mid-Con Drilling, LLC, in the amount of $256,982. The acquisition price for this acquisition was $360,000.

On October 2, 2017, the Company, through Mid-Con Drilling, closed on an acquisition, effective October 1, 2017, of a 100% working interest in six new oil and gas leases in Miami and Franklin Counties in Eastern Kansas. The purchase includes an undivided interest in all oil and gas wells, equipment, fixtures and other personal property located upon the leased properties and used in connection with oil and gas operations upon the leases attributable to the working interests purchased by Viking, through Mid-Con. To facilitate this transaction, the Company, through Mid-Con Drilling executed a Promissory Note, dated October 2, 2017 in favor of Cornerstone Bank in the amount of $290,000. The acquisition price for this acquisition was $530,000.

On October 4, 2017, the Company, through Mid-Con Drilling, closed on an acquisition of an 80% working interest in six new oil and gas leases in Riley, Geary and Wabaunsee Counties in Kansas. The purchase includes an undivided interest in all oil and gas wells, equipment, fixtures and other personal property located upon the leased properties. To facilitate this transaction, the Company, through Mid-Con Drilling executed a Promissory Note, dated October 3, 2017 in favor of Cornerstone Bank in the amount of $204,000. The acquisition price for this acquisition was $400,000.

On December 22, 2017, the Company completed an acquisition of 100% of the issued and outstanding membership interests of Petrodome Energy LLC, a privately-owned company, with working interests in multiple oil and gas fields across Texas, Louisiana and Mississippi, comprising approximately 11,700 acres. The aggregate purchase price for the Acquisition consisted of: (i) a $3.2 million cash payment to the Seller (reflecting a $3.0 million cash payment adjusted for closing date purchase price adjustments), funded with borrowings under the Term Loan; (ii) the issuance of 2,000,000 shares of the Corporation’s common stock, $0.001 par value per share (the “Share Consideration”); and (iii) a grant to the Seller of a 1.5% over-riding royalty interest in (a) all existing oil and gas leases associated with the Acquired Companies, and (b) all new oil and gas wells drilled on certain prospects identified by the Seller in the Acquisition Agreement, which expire on October 31, 2020.

In connection with the closing of the Acquisition, Petrodome Energy and each of the Acquired Companies entered into a Term Loan Agreement, dated December 22, 2017, by and among the Borrowers, 405 Petrodome LLC, as administrative agent (the “Agent”), and 405 Petrodome LLC and Cargill, Incorporated, as lenders (collectively, the “Lenders”). The Loan Agreement provided for a funded term loan in the amount of $8.0 million at a 6.0% original issue discount, which results in an original principal amount of approximately $8.5 million (the “Term Loan”). The Borrowers also paid an upfront fee equal to 1.0% of the Term Loan amount. The maturity date of the Term Loan is December 22, 2019 (the “Maturity Date”). On the closing date, approximately $5.2 million of the Term Loan was funded into a capital expenditures account controlled by the Agent (the “CapEx Account”). The release of funds from the CapEx Account to the Borrowers is subject to the satisfaction, in the Agent’s sole discretion, of several conditions related to the Borrowers’ operations and development prospects.

On December 27, 2017, the Company created an additional wholly owned subsidiary, Mid-Con Development, LLC (“Mid-Con Development”) in the State of Kansas to hold additional acquisition in the central United States. On December 29, 2017, the Company through Mid-Con Drilling completed an acquisition of working interests in approximately 41 oil leases in Ellis and Rooks Counties in Kansas, comprising several thousand acres. The working interests in the leases range from 84% to 100%, with an average of approximately 96%, and the net revenue interests range from 72% to 85%, with an average of approximately 81%.

The acquisition purchase price was $2,200,000. The Company paid $200,000 at closing on December 29, 2017. Between the closing date and January 18, 2018, Mid-Con Development assigned 7.5% of the purchased assets to Global Equity Funding, LLC (“Global Equity”), and 5% of the purchased assets to Coal Creek Energy, LLC (“Coal Creak”), leaving Mid-Con Development with an 87.5% interest in the purchased oil and gas leases. The portion of the Acquisition price attributable to Mid-Con Development, Global Equity and Coal Creek was $1,925,000, $165,000 and $110,000, respectively, which was paid in full by the close of business on January 18, 2018.

On January 12, 2018, the Company, through Mid-Con Drilling, closed on an acquisition of a 100% working interest in seven new oil and gas leases in Woodson and Allen Counties in Kansas. The purchase includes an undivided interest in all oil and gas wells, equipment, fixtures and other personal property located upon the leased properties. To facilitate this transaction, the Company, through Mid-Con Drilling, executed a Promissory Note, dated January 12, 2018, in favor of Cornerstone Bank in the amount of $366,000. The acquisition price for this acquisition was $480,000.

Effective February 1, 2018, the Company, through Mid-Con Drilling, closed on the acquisition of a working interest in a lease with access to the mineral rights (oil and gas) concerning approximately 80 acres of property in Douglas County in eastern Kansas. The acquisition price was $50,000.

During November, 2018, the Company created, Ichor Energy Holdings, LLC, (a Nevada Limited Liability Company), Ichor Energy, LLC (a Nevada Limited Liability Company), Ichor Energy (TX), LLC (a Texas Limited Liability company), and Ichor Energy (LA), LLC (a Louisiana Limited Liability Company) to facilitate the acquisition and ownership of certain oil and gas leases in Texas and Louisiana. The acquisition closed on December 28, 2018, and in connection therewith: (i) Ichor Energy (LA), LLC, a wholly-owned subsidiary of Ichor Energy, acquired all of the purchased assets located in Louisiana; and (ii) Ichor Energy (TX), LLC, a wholly-owned subsidiary of Ichor Energy, acquired all of the purchased assets located in Texas.

To facilitate the above-noted acquisition, the Company executed a Security and Pledge Agreement along with a $23,777,948 Promissory Note in favor of the seller, and caused Ichor Energy Holdings and Ichor Energy Holdings’ wholly-owned subsidiary, Ichor Energy, to enter into a Term Loan Credit Agreement dated December 28, 2018, with ABC Funding LLC, as administrative agent for various lenders the “Term Loan”).

On December 28, 2018, the Company, through one of its subsidiaries, Ichor Energy LLC, entered into a Term Loan Credit Agreement with various lenders represented by ABC Funding, LLC as administrative agent. The agreement provides for a total loan amount of $63,592,000, bearing interest at a rate per annum equal to the greater of (i) a floating rate of interest equal to 10% plus LIBOR, and (ii) a fixed rate of interest equal to 12%, payable monthly on the last day of each calendar month, commencing January 31, 2019. Principal payments shall be made quarterly at 1.25% of the initial loan amount, commencing on the last business day of the fiscal quarter ending June 30, 2019. Cash generated from the operation of these assets is restricted to lease operating expenses, the payment of debt service on the Term Loan, approximately $12,000,000 of oil and gas development projects approved by the lender, and distributions to the Company of $65,000 per month for general and administrative expenses, and a quarterly tax distribution at the current statutory rates. On a quarterly basis, commencing with the quarter ended June 30, 2019, after appropriate distributions to the Company, any cash in excess of $2,000,000 plus unfunded approved development projects will be swept by the lender as an additional principal payment on the debt. To the extent not previously paid, all loans under the Loan Agreement shall be due and payable on the December 28, 2023 (the Maturity Date).

During April 2015, the Company made an advance to Tanager Energy Inc., in conjunction with a joint investment in the second oil well of the Joffre ~~Project (as defined~~Project. During the year ended December 31, 2018, the Company terminated its joint venture interest and ~~described in Note 4).~~resolved all related balances associated with its relationship with Tanager Energy, Inc. for a payment to the Company of $227,356.

On May 16, 2017, Tom Simeo, formerly the Company’s Executive Chairman and a Director, resigned from all positions with the Company. During the period up to his resignation, Tom Simeo did not accrue payroll and made no advances to the Company. The Company paid a total of $20,643 against prior advances. Concurrent with his resignation, Mr. Simeo waived any remaining balance of prior advances previously payable to him. As of December 31, ~~2015, the balance owed by Tanager~~2018, and 2017 there are no remaining balances payable to ~~the Company is $76,719, which is shown as "Other receivable – joint venture" on the balance sheet.~~

On June 5, 2015, the Company authorized and approved the issuance of 2,000,000 and 872,871 restricted shares of common stock in settlement and cancellation of a total of $201,101 of amounts owed to directors, at a cost basis of $0.07 per share.Mr. Simeo.

During the year ended December 31, ~~2015,~~2017, the ~~Company's Executive Chairman~~Company’s CEO and Director, ~~Tom Simeo, accrued payroll~~James Doris incurred expenses on behalf of, and made advances to the Company in the amount of ~~$56,692~~$344,003 in order to provide the Company with funds to carry on its ~~operations.~~operations, and the Company made repayments of $384,361. These ~~accruals and~~ advances do not bear interest, are unsecured and have no specific terms of repayment. As of December 31, ~~2015,~~2017, the ~~net~~ amount due ~~to Mr. Simeo~~ for ~~accrued payroll and~~ expenses paid on behalf of the Company is ~~$37,159. The Company has not imputed interest as the amount is deemed immaterial.~~

During the year ended December 31, 2015, the Company's CEO and Director, James Doris, incurred expenses on behalf of, and made net advances to the Company in the amount of $128,770 in order to provide the Company with funds to carry on its operations. These advances do not bear interest, are unsecured and have no specific terms of repayment.$330,580. The Company has not imputed interest as the amount is deemed immaterial. Additionally, Mr. Doris made several loans to the Company totaling ~~$359,336,~~$862,390, all accruing interest at 12%, and payable on demand. As of December 31, ~~2015,~~2017, the total amount due to Mr. Doris for advances and expenses paid on behalf of the Company and loans is ~~$577,832.~~$1,192,970. Accrued interest of ~~$20,401~~$149,120 is included in other payables at December 31, ~~2015.~~2017.

~~As at~~On December 29, 2017, Frank W. Barker, Jr. was appointed as a member of the Company’s board of directors and as the Company’s Chief Financial Officer. During the year ended December 31, ~~2014, the net amount due to~~2017, Mr. ~~Simeo for accrued payroll and payment~~Barker, through FWB Consulting, Inc., an affiliate of ~~certain~~Mr. Barker, incurred expenses on behalf of the Company in the amount of $2,025, and invoiced the Company $32,500 for services, of which $23,500 was ~~$236,713. The balance~~paid. As of December 31, 2017, the total amount due to FWB Consulting, Inc. is ~~non-interest bearing, has no fixed term of repayment~~$51,960, and is ~~payable on demand.~~included in accounts payable.

During the year ended December 31, ~~2014,~~2018, the Company’s CEO and Director, James Doris, incurred expenses on behalf of, and made advances to the Company in the amount of $642,199 in order to provide the Company with funds to carry on its operations, and the Company made repayments of $972,779. These advances do not bear interest, are unsecured and have no specific terms of repayment. As of December 31, 2018, the amount due to Mr. Doris for ~~the~~advances and expenses paid on behalf of the Company is $0. Additionally, Mr. Doris made several loans to the Company totaling $862,390, of which $466,835 was ~~$89,726. The balance is non-interest bearing, has no fixed term of repayment~~paid back during the year ended December 31, 2018. These loans all accrue interest at 12%, and isare payable on demand.

~~The following table reflects the balances of related- parties' transactions as~~ As of December 31, ~~2015~~2018, the total amount due to Mr. Doris for these loans is $395,555. Accrued interest of $78,116 is included in accrued expenses and ~~2014:~~

On November 3, 2014, the Company entered into a Purchase and Sale, Petroleum and Natural Gas Conveyance Agreement (the "Agreement"), with Tanager Energy Inc., a Canadian corporation listed on the TSX Venture Exchange as a Tier 2 company and trading under the stock symbol "TAN" ("Tanager Energy"). Pursuant to the Agreement, the Company was to receive a 50% working interest in the Joffre oil and gas property located in Alberta, Canada (the "Joffre Property"), and the Company was obligated to pay Tanager C$400,000 for the interest in the Joffre Property, with C$340,000 payableother current liabilities at ~~closing.~~December 31, 2018.

~~On November 4, 2014,~~During the year ended December 31, 2018, the Company’s CFO, Frank W. Barker, Jr., through FWB Consulting, Inc., and Frank W. Barker, Jr., CPA PA, both affiliates of Mr. Barker, incurred expenses on behalf of the Company ~~closed the transaction by paying Tanager $302,367, with the balance of $52,801 (C$60,000) paid in January of 2015. Tanager owns the remaining 50% working interest~~ in the ~~property~~amount of $5,697, and operates and manages the property in accordance with an operating agreement pursuant to the Canadian Association of Petroleum Landman Operating Procedure. The proceeds were to be used by Tanager to complete and place on production the first of four suspended Devonian oil wells in the Joffre D-3 B oil pool (the "Joffre Project"). The Company's (and Tanager's) working interest in the Joffre Property will generally terminate when future production, if any, ceases (or in the case of the water disposal well on the Joffre Property, on the date that production ceases after 5 years has elapsed).

~~In April 2015,~~invoiced the Company ~~advanced to Tanager Energy Inc., an additional $153,877 (C$190,000) as an investment in the second well in the Joffre D-3 oil pool.~~$126,000 for services, of which $69,189 was paid. As the Company and Tanager each own 50% of each phase of this project, the Company has accounted for this transaction as an investment by the Company of $77,158 (C$95,270), with a loan receivable from Tanager of $76,719 (C$94,730).

~~The Company's petroleum and natural gas rights are recorded at cost as~~ of December 31, ~~2015.~~ ~~The Company reviews its petroleum~~2018, the total amount due to FWB Consulting, Inc. is $114,468, and ~~natural gas properties for impairment whenever events and circumstances indicate that~~is included in accounts payable. Mr. Barker resigned as a decline in the recoverability of their carrying value may have occurred. We estimate the undiscounted future net cash flows of our petroleum and natural gas properties and compare such undiscounted future cash flows to the carrying amount to determine if the carrying amount is recoverable. If the carrying amount exceeds the estimated undiscounted future cash flows, we adjust the carrying amount to fair value. At December 31, 2015, the Company has determined that there has been no impairment to its carrying value as of that date.
Director on August 18, 2018.

The Company accounts for income taxes under ASC 740. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Accounting standards require the consideration of a valuation allowance for deferred tax assets if it is "more likely than not" that some component or all of the benefits of deferred tax assets will not be realized.

The Company has net operating losses of $7,979,257 and $7,067,267 as of December 31, 2015 and 2014 respectively. The potential benefit of these net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not that it will utilize the net operating losses carried forward in future years. The net operating loss will expire at various times to December 31, 2036.

The components of the net deferred tax asset at December 31, 2015 and December 31, 2014 and the statutory tax rate, the effective tax rate and the elected amount of the valuation allowance are indicated below:

~~The tax returns have not been filed; hence the taxation years of 2012, 2013 and 2014 are open for audit by both federal and state taxing authorities.~~

~~(a)~~

Note 6.Capital Stock and Additional Paid-in Capital

(a) Preferred Stock

The Company is authorized to issue 5,000,000 shares of ~~Series C~~ Preferred Stock, par value $0.001 per share (the ~~"Preferred Stock"~~“Preferred Stock”), of which 50,000 have been designated as Series C Preferred Stock (the “Series C Preferred Stock”).

On ~~October 3, 2012,~~December 4, 2017, Viking Energy Group, Inc. (the “Company” or “Viking”) filed with the ~~Company issued 28,092 shares~~State of Nevada an amendment to the Certificate of Designation for the Company’s Series C Preferred Stock, pursuant to Tom Simeo in exchange for the return of the equal amount of shares of common stock, owned by Tom Simeo, deposited in a brokerage account, to the Company for cancellation. On or about September 1, 2015, Tom Simeo instructed the Company's Stock Transfer Agent, VStock Transfer LLC, to cancel stock certificate number 3032, representing 28,092 shares of common stock, in consideration for the missing 28,092 shares of common stock. Neither the common stock, nor the preferred stock, were assessed any value.

~~Each~~which each share of Series C Preferred Stock ~~shall~~would entitle the holder thereof to ~~two thousand (2,000)~~10,000 votes on all matters submitted to athe vote of the stockholders of the Corporation. In the event the Corporation shall at any time on or after the date that Preferred Stock has been issued ("Distribution Date) declare or pay any dividend on common stock payable in shares of common stock, or effect a subdivision or combination or consolidation of the outstanding shares of common stock (by reclassification or otherwise than by payment of a dividend in shares of common stock) into a greater or lesser number of shares of common stock, then in each such case the number of votes per share to which holders of shares of Series C Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction of the numerator of which is the number of shares of common stock outstanding immediately after such event and the denominator of which is the number of shares of common stock that were outstanding immediately prior to such event.Company.

Each share of Series C Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of the Corporation or any transfer agent for such stock, into one share of fully paid and non-assessable common stock (the ~~"Conversion Rate"~~“Conversion Rate”).

On ~~July 16, 2015, Tom Simeo, Executive Chairman, and a director of~~June 11, 2018, the Company ~~who owned 28,092~~filed a definitive Schedule 14C Information Statement with the SEC regarding a prospective amendment to our Articles of Incorporation to increase the number of authorized shares of ~~the Company's Series C Preferred Stock (the "Shares"), transferred 50% (14,046) of the Shares~~our common stock from one hundred million (100,000,000) shares to James A. Doris, President, CEO and a director of the Company in consideration of the purchase price of $10,000, paid from the personal funds of Mr. Doris. Mr. Simeo retained 14,046 shares of the Company's Series C Preferred Stock, and no other shares of Series C Preferred Stock are issued or outstanding. Since each of the preferred shares entitles the holder to 2,000 votes per share, Mr. Simeo and Mr. Doris effectively control the Company jointly, neither of them solely controls the Company, and the transfer of the preferred shares constituted a change of control of the Company.

~~The Company is authorized to issue 100,000,000~~five hundred million (500,000,000) shares of common stock, par value $0.001 per share. On November 5, 2018, the Company filed this amendment to its Articles of Incorporation with the Nevada Secretary of State increasing the number of shares of common stock the Company is authorized to issue to 500,000,000.

On February 20, 2014, a convertible note holder elected to convert $25,000 of the principal amount of the convertible note dated May 21, 2013, into 615,764 shares of the Company's common stock at a fair value of $0.11 per share in accordance with the convertible note agreement. These shares were issued on March 5, 2014.

On March 12, 2014, a convertible note holder elected to convert $21,000 of the principal amount of the convertible note dated May 21, 2013, into 532,454 shares of the Company's common stock at a fair value of $0.10 per share in accordance with the convertible note agreement. These shares were issued on March 20, 2014.

On May 5, 2014, a convertible note holder elected to convert $16,000 of the principal amount of the convertible note dated October 28, 2013, into 235,294 shares of the Company's common stock at a fair value of $0.21 per share in accordance with the convertible note agreement. These shares were issued on June 9, 2014.

On September 8, 2014, the Company sold 300,000 units to Talem Investments, LLC ("Talem") at a purchase price of $0.50 per unit. Each unit consisted of one share of the Company's common stock, $0.001 par value per share, and one warrant. Each warrant entitled the holder to purchase one share of the Company's common shares at an exercise price of $0.50 per share, was exercisable immediately, and had a term of exercise through June 30, 2015. The Company estimated that the fair value of the warrants was approximately $60,674 ($0.20 per unit) using a Black-Scholes option pricing model at the time of issuance. The total proceeds of $150,000 were paid by Talem in September 2014. The Company approved the issuance of 300,000 shares of the Company's common stock to Talem on November 5, 2014.

On October 16, 2014, the Company sold 518,348 units to Sackville Holdings, LLC ("Sackville") at a purchase price of $0.30 per unit. Each unit consisted of one share of the Company's common stock, $0.001 par value per share, and one warrant. Each warrant entitles the holder to purchase one share of the Company's common shares at an exercise price of $0.30 per share, was exercisable immediately, and has a term of exercise through October 15, 2015. The total proceeds of $155,515 were paid by Sackville on October 16, 2014. The Company approved the issuance of 518,348 restricted shares of the Company's common stock to Sackville on November 5, 2014.

On October 30, 2014, the Company sold 622,665 units to Diana Dodge ("Dodge") at a purchase price of $0.20 per unit. Each unit consisted of one share of the Company's common stock, $0.001 par value per share, and one warrant. Each warrant entitled the holder to purchase one share of the Company's common shares at an exercise price of $0.20 per share, was exercisable immediately, and has a term of exercise through October 30, 2015. The total proceeds of $124,533 were paid by on October 30, 2014. The Company approved the issuance of 622,665 restricted shares of the Company's common stock to Dodge on November 5, 2014.

On October 30, 2014, the Company sold 889,521 units to L.A. Knapp Inc. ("Knapp") at a purchase price of $0.20 per unit. Each unit consisted of one share of the Company's common stock, $0.001 par value per share, and one warrant. Each warrant entitled the holder to purchase one share of the Company's common shares at an exercise price of $0.20 per share, was exercisable immediately, and has a term of exercise through October 30, 2015. The total proceeds of $177,904 were paid by Knapp on October 30, 2014. The Company approved the issuance of 889,521 restricted shares of the Company's common stock to Knapp on November 5, 2014.

On September 18, 2014, the Company authorized and approved the issuance of 540,000 shares of common stock to the Company's lawyer for the provision of $66,668 in legal services rendered to the Company, at a cost basis of $0.1235 per share.

During the year ended December 31, ~~2014,~~2017, the Company ~~authorized and approved~~issued the ~~issuance of 44,118, 59,055, 81,591, and 31,597 restricted~~ shares of its common stock in June, July, September and October, respectively, to one of the Company's consultants for the provision of $149,784 in consulting services rendered to the Company, at a cost basis of $0.34, $0.254, $0.3677 and $0.475 per share, respectively.as follow:

	·	3,949,889 shares of common stock issued in exchange for services valued at fair market value on the date of the transaction totaling $693,048.

	·	4,385,000 shares of common stock issued as prepaid equity-based compensation valued at fair market value on the date of the transaction totaling $865,221.

	·	3,095,442 shares of common stock issued pursuant to a securities purchase agreement valued at approximately $0.15 per share totaling $458,917.

	·	3,040,000 shares of common stock issued as discount on new debt valued at fair market value on the date of each transaction, totaling $684,411

	·	2,646,000 shares of common stock issued as discount on new debt valued at fair market value on the date of each transaction, totaling $324,875.

	·	174,467 shares of common stock issued pursuant to a cashless exercise of warrants valued at fair market value on the date of exercise.

	·	2,000,000 shares of common stock issued in conjunction with the acquisition of oil and gas properties valued at the fair market value on the date of the transaction.

During the year ended December 31, ~~2014,~~2018, the Company ~~authorized and approved~~issued the issuance of 500,000 and 150,000 shares of common stock in September and November, respectively, to one of the Company's consultants for the provision of $47,500 in consulting services rendered to the Company, at a cost basis of $0.05 and $0.15 per share, respectively.

~~In May 2015, the Company authorized and approved the issuance of 720,000~~ shares of its common stock ~~in conjunction with a six-month consulting agreement, at a cost basis of $0.15 per share, the current fair market value at the time of the agreement.~~as follow:

On August 3, 2015, the Company issued 421,571 restricted shares of common stock in settlement and cancellation of $30,000 of accrued payroll, and 2,000,000 and 872,871 restricted shares of common stock in settlement and cancellation of a total of $201,101 of amounts owed to directors, at a cost basis of $0.07 per share.

	·	11,447,000 shares of common stock issued as debt discount valued at fair market value on the date of each transaction totaling $2,478,533.

	·	250,000 shares of common stock issued as prepaid equity-based compensation valued at fair market value at the date of the transaction, totaling $55,000.

	·	6,305,297 shares of common stock issued for services valued at the fair market value on the date of each transaction totaling $1,462,997

	·	75,000 shares of common stock issued in a debt conversion valued at $0.20 per share, or $15,000.

	·	563,738 shares of common stock issued pursuant to a cashless exercise of warrants valued at fair market value on the date of exercise.

On November 18, 2015, the Company issued 1,000,000 restricted shares of its common stock in conjunction with a one year consulting agreement, at a cost of $0.165 per share, the current fair market value at the time of agreement..

On November 23, 2015, a convertible note holder elected to convert $4,200 of the principal amount of the convertible note dated May 22, 2015, into 100,000 shares of the Company's common stock in accordance with the convertible note agreement.

On December 1, 2015, a convertible note holder elected to convert $8,400 of the principal amount of the convertible note dated May 22, 2015, into 200,000 shares of the Company's common stock in accordance with the convertible note agreement.

On December 24, 2015, a convertible note holder elected to convert $8,400 of the principal amount of the convertible note dated May 22, 2015, into 250,000 shares of the Company's common stock in accordance with the convertible note agreement.

Long term debt consisted of the following at December 31, ~~2015~~2018 and ~~2014 as detailed below, is summarized as follows:~~ 2017:

	~~(a)~~ On September 8, 2017, the Company closed on a Promissory Note with Cornerstone Bank in the amount of $256,983, payable interest only for the first twelve months commencing October 8, 2017, variable interest rate, currently at 5.5%, followed by 83 monthly payments of $3,765, interest at 6%, final payment due on September 8, 2025. The balance shown is net of unamortized discount of $0 and $0 at December 31, 2018 and 2017 respectively.	~~May 21, 2013 Convertible~~		-		253,870

On September 29, 2017, the Company closed on a Promissory Note with Cornerstone Bank in the amount of $290,000, payable interest only for the first twelve months commencing October 29, 2017, variable interest rate, currently at 5.5%, followed by 83 monthly payments of $3,765, interest at 6%, final payment due on September 29, 2025. The balance shown is net of unamortized discount of $0 and $3,925 at December 31, 2018 and 2017 respectively.			-		286,075

On October 3, 2017, the Company closed on a Promissory Note with Cornerstone Bank in the amount of $204,000, payable interest only for the first twelve months commencing November 3, 2017, variable interest rate, currently at 5.5%, followed by 83 monthly payments of $3,765, interest at 6%, final payment due on October 3, 2025. The balance shown is net of unamortized discount of $0 and $3,451 at December 31, 2018 and 2017 respectively.			-		200,549

On December 22, 2017, the Company borrowed $8,510,638, through 405 Petrodome, LLC, as agent for Lenders, with an OID of 6%., bearing interest initially at 9.875% through June 2018, then 11.375% through December 2018, then 12.875% through June 2019, then 14.375% through December 2019. Interest only through June 2018, at which time Principal will be payable at $75,000 monthly for six months and then $125,000 monthly to the maturity date of December 22, 2019. The balance shown is net of unamortized discounts of $0 and $941,108 at December 31, 2018 and 2017 respectively.			-		7,569,530

During June through December of 2018, the Company borrowed $9,459,750 from private lenders, and exchanged $5,514,000 of amounts due lenders from prior borrowings as well as $191,250 in accrued interest, pursuant to a 10% Secured Promissory Note with 50% of the principal convertible into the Company’s common stock at $0.20 per share, all principal and accrued interest payable on the maturity date of August 31, 2019. The terms of these notes contain a provision whereby the Company has the right to extend the Maturity Date for one additional year to August of 2020. Consideration for the one-year extension is an increase in the interest rate to 12% for the extension period and the issuance of a warrant to purchase an additional 50,000 common shares per $100,000 of outstanding principal of each note on a pro rata basis. The balance shown is net of unamortized discount of $5,981,012 at December 31, 2018.			9,168,988		-

On June 13, 2018, the Company borrowed $12,400,000 pursuant to a revolving line of credit facility with a maximum principal amount of $30,000,000 from Crossfirst Bank, bearing interest 1.5% above a base rate equal to the prime rate of interest published by the Wall Street Journal, interest only for June and July of 2018, at which time Principal will be payable at $100,000 monthly through the maturity date of September 30, 2020, at which time all remaining unpaid principal and accrued interest shall be due. The balance shown is net of unamortized discount of $103,421 at December 31, 2018			11,728,911		-

On December 28, 2018, to facilitate the acquisition of certain oil and gas assets, the Company, through one of its subsidiaries, Ichor Energy LLC, entered into a Term Loan Credit Agreement with various lenders represented by ABC Funding, LLC as administrative agent. The agreement provides for a total loan amount of $63,592,000, bearing interest at a rate per annum equal to the greater of (i) a floating rate of interest equal to 10% plus LIBOR, and (ii) a fixed rate of interest equal to 12%, payable monthly on the last day of each calendar month, commencing January 31, 2019. Principal payments shall be made quarterly at 1.25% of the initial loan amount, commencing on the last business day of the fiscal quarter ending June 30, 2019. Cash generated from the operation of these assets is restricted to lease operating expenses, the payment of debt service on the Term Loan, approximately $12,000,000 of oil and gas development projects approved by the lender, and distributions to the Company of $65,000 per month for general and administrative expenses, and a quarterly tax distribution at the current statutory rates. On a quarterly basis, commencing with the quarter ended June 30, 2019, after appropriate distributions to the Company, any cash in excess of $2,000,000 plus unfunded approved development projects will be swept by the lender as an additional principal payment on the debt. To the extent not previously paid, all loans under the Loan Agreement shall be due and payable on the December 28, 2023 (the Maturity Date). The balance shown is net of unamortized discount of $4,385,408 at December 31, 2018.		59,206,592			-

On December 28, 2018, the Company issued a 10% secured promissory note in the amount of $23,777,948, payable to RPM Investments, secured by 100% of the membership interests of Ichor Energy Holdings, LLC. All accrued interest and unpaid principal are due on January 31, 2020.		23,777,948

		103,882,439			13,304,881
Less current portion		(11,805,582	)		(3,562,051	)
	$	92,076,857		$	9,742,830

Principal maturities of long term debt for the ~~Company issued~~next five years and thereafter are as follows:

Period ended December 31,
	Principal		Unamortized Discount		Net
2019	$	18,734,700	$	6,929,118	$	11,805,582
2020		37,589,880		912,372		36,677,508
2021		3,179,600		878,528		2,301,072
2022		3,179,600		878,528		2,301,072
2023		51,668,500		871,295		50,797,205
Thereafter		-		-		-

	$	114,352,280	$	10,469,841	$	103,882,439

Pursuant to the terms of the Revolving Line of Credit Facility executed on June 13, 2018 with CrossFirst Bank for a ~~$58,000, 8% convertible note with a term expiring on February 28, 2014 (the "Maturity Date"). The~~maximum principal amount of the note and interest is payable on the maturity date. The note is convertible into common stock beginning 180 days after the issuance date, at the holder's option, at a 42% discount to the average of the five lowest closing bid prices of the common stock during the ten trading day period prior to conversion. In the event the Company prepays the note in full,$30,000,000, the Company is required to ~~pay off all principal, interest~~provide certain information to the Bank relative to operational performance of the Borrowers, to include internally prepared consolidated financial statements, on a sound accounting basis in accordance with GAAP, consistently applied, Hedge Reports, and ~~any other amounts owing multiplied by (i) 110% if prepaid during~~a compliance certificate. This information is to be provided on a quarterly and annual basis.

Pursuant to the period commencing on the closing date through 30 days thereafter, (ii) 115% if prepaid 31 days following the closing through 60 days following the closing, (iii) 120% if prepaid 61 days following the closing through 90 days following the closing, (iv) 125% if prepaid 91 days following the closing through 120 days following the closing, (v) 130% if prepaid 121 days following the closing through the 150 days following the closing, (vi) 135% if prepaid 151 days following the closing through the 180 days following the closing, and (vii) the Company shall have no right of prepayment after the expiration of 180 days following the closing. The terms of the ~~convertible note provide for certain redemption features which include features indexed to equity risks. In the event of default,~~Term Loan Credit Agreement executed on December 28, 2018 with various lenders represented by ABC Funding, LLC as administrative agent, in the amount of ~~principal~~$63,592,000, the Company is required to provide certain information relative to operational performance of the Loan Parties, on a GAAP basis, on a monthly, quarterly and ~~interest~~annual basis, to include unaudited consolidated financial statements and a lease operating statement on a monthly and quarterly basis, and audited consolidated financial statements on an annual basis. This information will be accompanied by compliance certificate on a quarterly and annual basis.

At December 31, 2018, the Company is not ~~paid when due bear interest~~in default of any loan covenants.

From time to time the Company may be a party to litigation matters involving claims against the Company. Management believes that there are no current matters that would have a material effect on the Company’s financial position or results of operations.

On April 26, 2018, Petrodome Energy, LLC entered into a 66-month lease for 4,147 square feet of office space in Houston, Texas. This location is the Corporate Headquarters of Viking Energy Group, Inc, and all of its subsidiaries. The annual base rent commenced at $22.00 per square foot, and escalates at $0.50 per foot each year through expiration of the ~~rate~~lease term.

The Company's commitment for minimum lease payments under this operating lease for the next five years and thereafter as of ~~22% per annum~~December 31, 2018 are as follows:

Period ended December 31,
2019	$	92,616
2020		94,690
2021		96,763
2022		98,837
2023		82,940
Thereafter		-

	$	465,846

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the consolidated financial statements and the ~~note becomes immediately due~~tax basis of assets and ~~payable.~~liabilities by using estimated tax rates for the year in which the differences are expected to reverse.

The Company recognizes deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and results of recent operations. If we determine that the Company would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

In assessing the realizability of its deferred tax assets, management evaluated whether it is more likely than not that some portion, or all of its deferred tax assets, will be realized. The realization of its deferred tax assets relates directly to the Company’s ability to generate taxable income. The valuation allowance is then adjusted accordingly.

The Company has ~~evaluated~~estimated net operating losses of approximately $11,800,000 and $11,500,000 as of December 31, 2018, and 2017 respectively. The potential benefit of these net operating losses has not been recognized in these financial statements because the terms and conditions of the convertible note under the guidance of ASC 815. The conversion feature did not meet the definition of "indexed to a company's own stock" provided for in ASC 815 due to the down round protection feature. Therefore, the conversion feature requires bifurcation and liability classification. Additionally, the default put requires bifurcation becauseCompany cannot be assured it is ~~indexed to risks~~more likely than not that ~~are not associated with credit or interest risk. As a result,~~it will utilize the compound embedded derivative comprises of (i) the embedded conversion feature and (i) the default put. Rather than bifurcating and recording the compound embedded derivative as a derivative liability, the Company elected to initially and subsequently measure the convertible notenet operating losses carried forward in ~~its entirety at fair value, with changes~~future years. The net operating loss carryforwards will expire in ~~fair value recognized in earnings in accordance with ASC 815-15-25-4.~~2027 through 2037.

~~The following table reflects the allocation of the purchase on the inception date:~~

F-26

Table of Contents

On December ~~5, 2013,~~22, 2017, the ~~note holder elected~~Tax Cuts and Jobs Act of 2017 (“the Tax Act”) was signed into law making significant changes to ~~convert $12,000~~the Internal Revenue Code. Changes include, but are not limited to, a reduction of the ~~principal amount~~corporate tax rate from a top marginal rate of 35% to a flat rate of 21%, limitation of the ~~convertible note dated May 21, 2013, into 159,151 shares~~tax deduction for interest expense to 30% of adjusted earnings (except for certain small businesses), limitation of the ~~Company's common stock~~deduction for net operating losses to 80% of current year taxable income and elimination of net operating loss carrybacks, one time taxation of offshore earnings at ~~a fair value~~reduced rates regardless of ~~$0.13 per share~~whether they are repatriated, immediate deductions for certain new investments instead of deductions for depreciation expense over time, and modifying or repealing many business deductions and credits. We have calculated our best estimate of the impact of the Tax Act in our year end deferred tax calculations in accordance with our understanding of the ~~agreement. These shares were issued on December 17, 2013. A gain~~Tax Act and guidance available as of ~~$422 was recorded~~the date of this filing. The amount related to the remeasurement of certain deferred tax assets and liabilities, based on the ~~extinguishment~~rates at which they are expected to reverse in the future, was an adjustment of ~~the debt.~~$563,846.

On ~~February 20, 2014, a convertible note holder elected to convert $25,000~~December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on accounting for the tax effects of the ~~principal amount~~Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740, Income Taxes. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the ~~convertible note dated May 21, 2013, into 615,764 shares~~Tax Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the ~~Company's common stock at~~Tax Act is incomplete but it is able to determine a ~~fair value of $0.11 per share~~reasonable estimate, it must record a provisional estimate in ~~accordance~~the financial statements.

In connection with ~~the convertible note agreement. These shares were issued on March 5, 2014. A gain of $138 was recorded on the extinguishment~~our initial analysis of the ~~debt.~~impact of the Tax Act, we have recorded an adjustment of $563,846 for the revaluation of our net deferred tax liability for the year ended December 31, 2017.

~~On March 12, 2014, a convertible note holder elected to convert $21,000~~The income tax benefit (provision) consists of the ~~principal amount of~~following for the convertible note dated May 21, 2013, into 532,454 shares of the Company's common stock at a fair value of $0.10 per share in accordance with the convertible note agreement. These shares were issued on March 20, 2014.years ending December 31, 2018 and 2017:

As of December 31, ~~2014, this convertible note~~2018, the Company had ~~been fully converted. A~~net operating loss carry forwards of ~~$47,940 associated with~~approximately $23,300,000. The federal net operating loss carry forwards will not expire as a result of the ~~changes~~Tax Act legislation, and state net operating loss carry forwards that will expire in ~~the fair value of convertible note was recorded for the year ended December 31, 2014.~~2027 through 2038.

On October 28, 2013, the Company issued a $16,000, 8% convertible note with a term expiring on July 30, 2014 (the "Maturity Date"). The principal amount of the note and interest is payable on the maturity date. The note is convertible into common stock beginning 180 days after the issuance date, at the holder's option, at a 60% discount to the average of the three lowest closing bid prices of the common stock during the ten trading day period prior to conversion. The terms of the convertible note provide for certain redemption features which include features indexed to equity risks. In the event of default, the amount of principal and interest not paid when due bear interest at the rate of 22% per annum and the note becomes immediately due and payable.

~~The following table reflects the allocation of the purchase on the inception date:~~

On May 5, 2014, a convertible note holder elected to convert $16,000 of the principal amount of the convertible note dated October 28, 2013, into 235,294 shares of the Company's common stock at a fair value of $0.10 per share in accordance with the convertible note agreement. These shares were issued on June 9, 2014. A gain of $1,094 was recorded on the extinguishment of the debt.

As of December 31, 2014, this convertible note had been fully converted. A loss of $8,437 associated with the changes in the fair value of convertible note was recorded for the year ended December 31, 2014.

On April 8, 2014, the Company issued a $53,000, 8% convertible note with a term expiring on January 14, 2015 (the "Maturity Date"). The principal amount of the note and interest is payable on the maturity date. The note is convertible into common stock beginning 180 days after the issuance date, at the holder's option, at a 42% discount to the average of the five lowest closing bid prices of the common stock during the twelve trading day period prior to conversion. The terms of the convertible note provide for certain redemption features which include features indexed to equity risks. In the event of default, the amount of principal and interest not paid when due bear interest at the rate of 22% per annum and the note becomes immediately due and payable.

~~The following table reflects the allocation of the purchase on the inception date:~~

On November 7, 2014, a convertible note holder elected to convert $10,000 of the principal amount of the convertible note dated April 8, 2014, into 215,517 shares of the Company's common stock at a fair value of $0.046 per share in accordance with the convertible note agreement. These shares were issued on November 25, 2014.

On November 20, 2014, Talem paid $67,500 to the convertible note holder on behalf the Company as the settlement of the remaining principal balance of $43,000. In consideration for the $67,000 paid by Talem, the Company shall issue 675,000 units to Talem with each unit consists of one share of the Company's common stock, $0.001 par value per share, and one warrant. Each warrant will entitle the holder to purchase one share of the Company's common shares at an exercise price of $0.10 per share, be exercisable immediately, and have a term of exercise through January 2, 2016. The agreement was signed between Talem and the Company on January 2, 2015.

As of December 31, 2014, this convertible note had been fully settled. A loss of $40,371 associated with the changes in the fair value of convertible note, and a gain of $8,253 due to extinguishment of the debt were recorded for the year ended December 31, 2014.

On March11, 2015, the Company issued a $50,000 8% convertible note with a term expiring on March 11, 2016 (the "Maturity Date"). The principal amount of the note and interest is payable on the maturity date. The note is convertible into common stock at any time, at the holder's option, at a price equal to 58% of the lowest trading price of the common stock for the fifteen prior trading days including the day upon which a Notice of Conversion is received by the Company. In the event the Company prepays the note in full, the Company is required to pay off all principal, interest and any other amounts owing multiplied by (i) 115% if prepaid during the period commencing on the closing date through 30 days thereafter, (ii) 121% if prepaid 31 days following the closing through 60 days following the closing, (iii) 127% if prepaid 61 days following the closing through 90 days following the closing, (iv) 133% if prepaid 91 days following the closing through 120 days following the closing, (v) 139% if prepaid 121 days following the closing through the 150 days following the closing, (vi) 145% if prepaid 151 days following the closing through the 180 days following the closing, and (vii) the Company shall have no right of prepayment after the expiration of 180 days following the closing. This note was paid in full on September 8, 2015.

On March12, 2015, the Company issued a $25,000 8% convertible note with a term expiring on March 12, 2016 (the "Maturity Date"). The principal amount of the note and interest is payable on the maturity date. The note is convertible into common stock at any time, at the holder's option, at a price equal to 58% of the lowest trading price of the common stock for the fifteen prior trading days including the day upon which a Notice of Conversion is received by the Company. In the event the Company prepays the note in full, the Company is required to pay off all principal, interest and any other amounts owing multiplied by (i) 115% if prepaid during the period commencing on the closing date through 30 days thereafter, (ii) 121% if prepaid 31 days following the closing through 60 days following the closing, (iii) 127% if prepaid 61 days following the closing through 90 days following the closing, (iv) 133% if prepaid 91 days following the closing through 120 days following the closing, (v) 139% if prepaid 121 days following the closing through the 150 days following the closing, (vi) 145% if prepaid 151 days following the closing through the 180 days following the closing, and (vii) the Company shall have no right of prepayment after the expiration of 180 days following the closing. This note was paid in full on September 8, 2015.

On March 25, 2015, the Company issued a $35,000 12% convertible note with a term expiring on March 24, 2016 (the "Maturity Date"), and which was funded on April 23 2015. The principal amount of the note and interest is payable on the maturity date. The note is convertible into common stock at any time, at the holder's option, at a price equal to 58% of the lowest trading price of the common stock for the fifteen prior trading days including the day upon which a Notice of Conversion is received by the Company. This note was paid in full on October 22, 2015.

On May 22, 2015, the Company issued a convertible promissory note with a cap of $50,000 with a 0% interest rate for the first three months. The terms of the note include a $5,000 Original Issue Discount, providing for a maximum funding of $45,000. The amount of the note funded as of December 31, 2015 was $25,000. The Company may repay this Note at any time on or before 90 days from the effective date. If the Company does not make a payment on or before 90 days from the notes effective date, a one-time interest charge of 12%shall be applied to the principal sum. The maturity date of the note is two years from the effective date of the note. The investor has the right, at any time after the Effective Date, at its election, to convert all of part of the outstanding and unpaid Principal Sum and accrued interest. The conversion price is the lesser of $0.10 or 60% of the lowest trade price in the 25 trading days previous to the conversion. As of December 31, 2015, $21,000 of this note had been converted to common shares. ~~The principal balance of $6,778 is accounted for as a non - current liability due to being satisfied through the issuance of equity in January 2016.~~

On November 3, 2015, the Company issued a $63,000 8% convertible note with a term expiring on November 3, 2016 (the "Maturity Date"). The principal amount of the note and interest is payable on the maturity date. The note is convertible into common stock at any time, at the holder's option, at a price equal to 58% of the lowest trading price of the common stock for the fifteen prior trading days including the day upon which a Notice of Conversion is received by the Company.

On November 20, 2015, the Company issued a $30,000 12% convertible note with a term expiring on November 20, 2016 (the "Maturity Date"). The principal amount of the note and interest is payable on the maturity date. The note is convertible into common stock at any time, at the holder's option, at a price equal to 52% of the lowest trading price of the common stock for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company.

On November 19, 2015, the Company issued a $50,000 12% convertible note with a term expiring on November 19, 2016 (the "Maturity Date"). The principal amount of the note and interest is payable on the maturity date. The note is convertible into common stock at any time, at the holder's option, at a price equal to 52% of the lowest trading price of the common stock for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company.

On November 25, 2015, the Company issued a $27,500 8% convertible note with a term expiring on November 25, 2016 (the "Maturity Date"). The principal amount of the note and interest is payable on the maturity date. The note is convertible into common stock at any time, at the holder's option, at a price equal to 42% of the lowest trading price of the common stock for the twenty-five prior trading days including the day upon which a Notice of Conversion is received by the Company.

The Company is exposed to financial risks due to the nature of its business and the financial assets it holds. A summary of the Company's risk exposures as it relates to financial instruments are reflected below:

Market risk is the risk that the fair value from a financial instrument will fluctuate because of changes in market prices. The Company will be exposed to potential losses if the price of the long-term investment it hold decreases.

The components of deferred tax assets and liabilities as of December 31, 2018, and 2017 is as follows:

A reconciliation of the federal and state statutory income tax rates to the Company’s effective income tax rate applicable to income before income tax benefit from continuing operations is as follows for the years ended December 31, 2018 and 2017:

The Company ~~manages liquidity risk~~files income tax returns on a consolidated basis in the United States federal jurisdiction. As of December 31, 2018, the tax returns for the Company for the years ending 2014 through 2017 remain open to examination by ~~maintaining sufficient cash balances~~the Internal Revenue Service. The Company and its subsidiaries are not currently under examination for any period.

Should the Company undergo an ownership change as defined in Section 382 of the Internal Revenue Code, the Company’s tax net operating loss carry forwards generated prior to ~~meet operation expense requirement in additional~~the ownership change will be subject to ~~expenses assumed by majority shareholders.~~an annual limitation, which could reduce or defer the utilization of these losses.

~~Credit risk also arises from cash and deposits with banks and financial institutions. To minimize the credit risk the Company places these instruments with a high credit quality financial institution.~~

The Company has evaluated subsequent events from December 31, 2015 through April 14, 2016, the date this report was available to be issued, and determined there are no other items to disclose other than those disclosed below:

As consideration for this transaction, the Company made a cash payment of $1,305,000 at closing to the vendors and issued a promissory note in the amount of $45,000. The note was paid in full on or about March 11, 2016. The note bears interest at a rate of 0% per annum and was due at the end of February. The Company also agreed to issue the vendors 4,500,000 shares of common stock.

To facilitate these acquisitions, the Company borrowed $1,450,000 from private lenders pursuant to a 15% Senior Secured Convertible Promissory Note (the "Note"), arranged through a licensed broker/dealer, with the primary terms of the loan being as follows: (i) ~~Term~~SUPPLEMENTAL INFORMATION ON OIL AND GAS PRODUCING ACTIVITIES – ~~6 months; (ii)~~ ~~Rate~~ ~~– 15% per annum; (iii)~~ ~~Security~~ ~~– 1~~^st ~~ranking charge against company assets pursuant to a Security and Pledge Agreement (the "Security Agreement"); (iv)~~ ~~Conversion~~ ~~– the lenders have a right to convert all or part of the note into common stock of Viking at a price of $0.15 per share, subject to certain ownership restrictions; and (v)~~ ~~Warrants~~ – the lenders were given an option to purchase, within the next 5 years, 3,750,000 shares of common stock of Viking at an exercise price of $0.20 per share pursuant to a Common Stock Purchase Warrant. Viking's CEO and director, James Doris, also personally guaranteed repayment of the loan and granted the lenders a security interest in his assets.(unaudited)

The ~~Company has not completed the initial accounting for this business combination. Consequently, the Company is not providing the required proforma financial~~following supplemental unaudited information ~~relative to this acquisition, as it has not been able to engage outside professionals to complete this task as of the date of this report.~~

~~On January 12, 2016 the Company issued 300,926 common shares for convertible debt.~~

~~SUPPLEMENTAL INFORMATION - PETROLEUM AND NATURAL GAS PRODUCTION – (unaudited)~~

At December 31, 2015, the Company has a 50% working interest in an oil property located approximately tem miles northeast of Red Deer, Alberta in Canada. The property consists of one oil well producing from the Leduc Formation, three suspended oil wells, one abandoned oil well, and a suspended water injector.

The Lake Devonian Leduc formation is represented by large barrier reef and smaller pinnacle reef bioherms which grew on the Cooking Lake platform carbonates. Trending northeast to southwest, the limestones and dolostones of the Leduc/Cooking Lake Formations were deposited on the bathymetric highs of the Lake Devonian seas. Hydrocarbons are trapped by lateral stratigraphic pinch out of these dolomitic carbonates into deeper water shale sediments.

Proved developed producing reserves have been assigned to the first producing oil well. The well was re-activated and came on production in January 2015. The well has produced sporadically since January averaging seven to ten days of production per month. Production forecasts have taken into account this workover and reflect the increase of reserves in the total proved and proved plus probable cases.

The Company plans on installing a pumpjack to the well in early 2016 to enhance performance. The three suspended wells are scheduled to be re-activated in 2016. Proved reserves are assigned to these wells as the wells have demonstrated production over a number of years.

~~The results of operations for petroleum and natural gas production as of December 31, 2015 consist exclusively of the Company's 50% working interest in the Joffre~~regarding Viking’s oil and gas ~~property~~activities is presented pursuant to the disclosure requirements of ASC 932. Viking’s oil and gas activities are located in ~~Alberta, Canada as follows;~~the United States and Canada.

	United States						Canada
	2018			2017			2018			2017
Results of operations
Sales	$	7,878,714		$	1,807,232		$	89,258		$	174,786
Lease operating costs		(3,787,016	)		(1,008,428	)		(48,533	)		(128,455	)
Depletion, accretion and impairment		(1,697,977	)		(478,865	)		(32,739	)		(86,355	)

Net	$	2,393,721		$	319,939		$	7,986		$	(40,024	)

Oil and Gas Production and Sales by geographic area for the years ended December 31, ~~2015~~2018 and ~~2014:~~ 2017:

Geographic

Unit of

December 31,

Area

Measure

2015

2014

Production

Oil

Canada

Barrels

$
1,707

$
-

Natural Gas

Canada

Mcf

$
8,140

$
-

Natural Gas Liquids

Canada

Barrels

$
849

$
-

Sulphur

Canada

Tonnes

$
36

$
-

Sales

Oil

Canada

Barrels

$ 1,639

$ -

Natural Gas

Canada

Mcf

$ 5,404

$ -

Natural Gas Liquids

Canada

Barrels

$ 849

$ -

Sulphur

Canada

Tonnes

$ 36

$ -

Average Sales Prices

Oil

Canada

Barrels

$ 0.96

$ -

Natural Gas

Canada

Mcf

$ 0.66

$ -

Natural Gas Liquids

Canada

Barrels

$ 1.00

$ -

Sulphur

Canada

Tonnes

$ 1.00

$ -

Mcf = thousands of cubic feet

Tonnes = Metric tons

~~Petroleum and Natural Gas Exploration and Production Costs~~Reserve Quantity Information

The ~~amounts shown~~supplemental unaudited presentation of proved reserve quantities and related standardized measure of discounted future net cash flows provides estimates only and does not purport to reflect realizable values or fair market values of the Company’s reserves. The Company emphasizes that reserve estimates are inherently imprecise and that estimates of new discoveries are more imprecise than those of producing oil and gas properties. Accordingly, significant changes to these estimates can be expected as ~~net capitalized costs for petroleum~~future information becomes available.

Proved reserves are those estimated reserves of crude oil (including condensate and natural gas ~~rights of $818,230~~liquids) and ~~$355,168 consist of the initial investment~~natural gas that geological and engineering data demonstrate with reasonable certainty to ~~acquire the working interest~~be recoverable in ~~the Joffre Project, as well as additional licensing costs at this location, as additional~~future years from known reservoirs under existing economic and operating conditions. Proved developed reserves are those expected to be recovered through existing wells, ~~begin to produce. The Company does not incur any production or exploratory costs as the entire project is operated through a subcontract relationship.~~equipment, and operating methods.

United States

Canada

2018

2017

2018

2017

Proved Developed, Producing

9,174,854

1,413,329

-

10,000

Proved Developed, Non Producing

1,336,184

269,331

-

164,500

Total Proved Developed

10,511,038

1,682,660

-

174,500

Proved Undeveloped

6,013,197

3,655,355

-

-

Total Proved

16,524,235

5,607,346

-

174,500

Reserves are estimated remaining quantities of oil and natural gas and related substances, which by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible – from a given date forward, from known reservoirs, and under existing economic conditions, operating methods and government regulations – prior to the time at which contracts providing the right to operate expire. ~~The reserve information disclosed herein is representative of the one producing well, and the re-activation of the three suspended wells expected to begin production in 2016.~~

Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Reserves ~~Reconciliation Summary~~

The ~~following table is~~standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves and the changes in standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves were prepared in accordance with provisions of ASC 932 - Extractive Activities - Oil and Gas. Future cash inflows at December 31, 2018 and 2017 were computed by applying the unweighted, arithmetic average of the closing price on the first day of each month for the 12-month period prior to December 31, 2018 and 2017 to estimated future production. Future production and development costs are computed by estimating the expenditures to be incurred in developing and producing the proved oil and natural gas reserves at year-end, based on year-end costs and assuming continuation of existing economic conditions.

Future income tax expenses are calculated by applying appropriate year-end tax rates to future pretax net cash flows relating to proved oil and natural gas reserves, less the tax basis of properties involved. Future income tax expenses give effect to permanent differences, tax credits and loss carry forwards relating to the proved oil and natural gas reserves. Future net cash flows are discounted at a ~~reconciliation~~rate of ~~reserve balances~~10% annually to derive the standardized measure of discounted future net cash flows. This calculation procedure does not necessarily result in an estimate of the fair market value of the Company’s oil and natural gas properties.

The standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves for the year ended December 31, ~~2015:~~2018 and 2017 are as follows:

	United States						Canada
	2018			2017			2018		2017

Future cash inflows		812,837,838			207,084,516			-		5,543,039
Future production costs		(221,055,038	)		(55,783,005	)		-		(3,833,920	)
Future development costs		(45,417,745	)		(26,080,620	)		-		(833,354	)
Future income tax expense		(82,150,578	)		-			-		-

Future net cash flows		464,214,477			125,220,891			-		875,765
10% annual discount for estimated timing of cash flows		(219,657,382	)		(54,460,189	)		-		(308,670	)

Standardized measure of DFNCF	$	244,557,095		$	70,760,702		$	-	$	567,095

~~Reserves Summary~~Changes in Standardized Measure of Discounted Future Net Cash Flows

The changes in the standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves for the years ended December 31, 2018 and 2017 are as follows:

	United States						Canada
	2018			2017			2018			2017

Balance - beginning	$	70,760,702		$	3,058,615		$	573,095		$	(49,286	)
Net changes in prices and production costs		663,233			-			-			-
Net changes in future development costs		16,523,269			-			-			(152,616	)
Sales of oil and gas produced, net		(4,132,423	)		(798,804	)		-			(40,331	)
Extensions, discoveries and improved recovery		-			-			-			-
Purchases of reserves		180,681,000			68,500,891			-			-
Sales of reserves		-			-			(573,095	)		-
Revisions of previous quantity estimates		7,399,086			-			-			710,201
Previously estimated development costs incurred		3,813,777			-			-			-
Net change in income taxes		(44,289,094	)		-			-			-
Accretion of discount		7,076,070			-			-			6,146
Other		6,061,475			-			-			98,981

Balance - ending	$	244,557,095		$	70,760,702		$	-		$	573,095

In accordance with SEC requirements, the pricing used in the Company’s standardized measure of future net revenues is based on the 12-month un-weighted arithmetic average of the first-day-of-the-month price for the period January through December for each period presented and adjusted by lease for transportation fees and regional price differentials. The use of SEC pricing rules may not be indicative of actual prices realized by the Company in the future.

Production forecasts are based on historical trends or by comparison with other wells in the immediate area producing from similar reservoirs. Non-producing gas reserves were forecast to come on-stream within the first two years from the effective date under direct sales pricing and deliverability assumptions, if a tie-in point to an existing gathering system was in close proximity (approximately two miles). If the tie-in point was of a greater distance (and dependent on the reserve volume and risk) the reserves were forecast to come on-stream in years three or four from the effective date. These on-stream dates were used when the company could not provide specific on –stream date information.

For reserve volumes that meet all reserve category rules but are behind casing and waiting on depletion of the producing zone, these volumes are forecast to be brought on –stream following the end of the existing production.

~~The following tables summarize projected revenues, expenses and discounted cash flows:~~

There are no reportable events under this item for the year ended December 31, 2018.

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Management must evaluate its internal controls over financial reporting, as required by Sarbanes-Oxley Act Section 404 (a). The ~~Company's~~Company’s internal control over financial reporting is a process designed under the supervision of the ~~Company's~~Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the ~~Company's~~Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles or GAAP.

As of December 31, ~~2015,~~2018, management assessed the effectiveness of the ~~Company's~~Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in the 2013 Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of the ~~Company's~~Company’s internal controls over financial reporting that adversely affected its internal controls and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that the ~~Company's~~Company’s management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; ~~(3)~~(2) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of GAAP and SEC disclosure requirements; and ~~(4)~~(3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the ~~Company's~~Company’s chief financial officer in connection with the audit of the ~~Company's~~Company’s financial statements as of December 31, ~~2014~~2018 and communicated the matters to the ~~Company's~~Company’s management.

Management believes that the material weaknesses set forth in the items ~~(2), (3) and (4)~~ above did not have an effect on the ~~Company's~~Company’s financial results. However, management believes that the lack of outside directors on the Company's board of directors can resulting in oversight in the establishing and monitoring of required internal controls and procedures which can affect the process of preparing Company's financial statements.

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on the Company's Board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have ~~the~~relevant technical expertise and knowledge will result in proper segregation of duties and provide more checks and balances within the financial reporting department. Additional personnel will also provide the cross training needed to support the Company if personnel turn over issues within the financial reporting department occur. ~~This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues the Company may encounter in the future.~~

Management will continue to monitor and evaluate the effectiveness of its internal controls and procedures and its internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

Management has evaluated the effectiveness of the ~~Company's~~Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the ~~"Exchange Act"~~“Exchange Act”)) as of December 31, ~~2014.~~2018. Based on this evaluation, Management concluded that the ~~Company's~~Company’s disclosure controls and procedures were not effective as of December 31, ~~2015.~~2018.

Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and Rule 15d-15(f) promulgated under the Exchange Act as 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 in accordance with generally accepted accounting principles and includes those policies and procedures that:

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the ~~Company's~~Company’s internal control over financial reporting as of December 31, ~~2015.~~2018. Based on this assessment, management concluded that, as of December 31, ~~2015,~~2018, the ~~Company's~~Company’s internal control over financial reporting was not effective based on those criteria.

To remediate our internal control weaknesses, management intends to implement the following measures:

The additional hiring is contingent upon the ~~Company's efforts to obtain additional funding through equity or debt for its continued~~Company’s operational ~~activities and corporate expenses.~~efforts. Management expects to ~~secure funds~~hire additional personnel and staff its audit committee with at least three independent directors in the coming fiscal year but provides no assurances that it will be able to do so.

We understand that remediation of material weaknesses and deficiencies in internal controls are a continuing work in progress due to the issuance of new standards and promulgations. However, remediation of any known deficiency is among our highest priorities. Our management will periodically assess the progress and sufficiency of our ongoing initiatives and make adjustments as and when necessary.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. ~~Management's~~Management’s report was not subject to attestation by our registered public accounting firm pursuant rules of the SEC that permit us to provide only ~~management's~~management’s report in this annual report. On July 21, 2010, President Obama signed the Dodd-Frank Wall Street Reform and Consumer Protection Act. Included in the Act is a provision that permanently exempts smaller public companies that qualify as either a Non-Accelerated Filer or Smaller Reporting Company from the auditor attestation requirement of Section 404(b) of the Sarbanes-Oxley Act of 2002.

There was no change in our internal control over financial reporting during the quarter ended December 31, ~~2015~~2018, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

The name of the officers and directors of the Company as of ~~April 4, 2016,~~December 31, 2018, as well as certain information about them, are set forth below:

Mr. Doris has been a member of the Board of Directors of the Company since June 28, 2014, and its President and CEO since December 12, 2014. From February 2006 to March 1, 2019, Mr. Doris ~~has~~ owned his own law practice, known as DLO Lawyers ~~("DLO"~~(“DLO”) ~~since 2006.~~. DLO iswas a full-service law firm and ~~represents~~represented domestic and foreign clients regarding their business and investment activities in Canada. Mr. ~~Doris'~~Doris’ practice areas ~~include~~included Mergers and Acquisitions, Private Equity Investments, Joint Ventures, Corporate Finance, Corporate Governance, Dispute Resolution, Real Estate and Estates. DLO ~~has~~had 4 offices in Eastern ~~Ontario,~~Ontario; Ottawa, Prescott, Brockville and ~~Perth.~~Perth, and Mr. Doris ~~manages~~managed all aspects of the organization, including with respect to Business Development, Human Resources, Finance and Strategic Planning. Prior to starting his own firm, Mr. Doris served as Executive Vice President and In-House Counsel for PineLake Group, a real estate investment and development company in Toronto, Canada, and prior to working for PineLake, Mr. Doris was an associate lawyer at McMillan LLP, one of ~~Canada's~~Canada’s leading business law firms. Mr. Doris graduated (cum laude) from the University of Ottawa in 2001 and was called to the Bar of Ontario in 2002.

Mr. Simeo has been the Company's Chief Executive Officer, director and Chairman of the Board since August 15, 2008, when Viking Investments Group, LLC (a Nevis limited liability company) acquired control of the Company. On December 12, 2014, Mr. Simeo resigned as the Company's CEO, and was appointed the Company's Executive Chairman. Mr. Simeo, a corporate lawyer and investment banker, is the founder and managing partner of Viking Investments Group, LLC, the Company's subsidiary and a Delaware limited liability company established in 1993. Between 1990 and 1993, Mr. Simeo advised on the financing and private acquisition of state-owned companies in former Soviet Bloc countries. During the years of 1993 through 2004, Mr. Simeo initiated, advised and helped structure investments in the United States to foreign private and publicly listed companies. From the early 1980's through 1990, Mr. Simeo was a practicing lawyer in Sweden. Mr. Simeo is a graduate Jur. kand. (American LLM equivalent) from the University of Lund, Sweden. Mr. Simeo also studied law at Stockholm University and International Economy at Uppsala University in Sweden. Mr. SimeoDoris is not a director of any other public company.

~~On February 12, 2015,~~ Mr. ~~Squarek~~Fisher practiced securities law in New York City for over 50 years. He was ~~appointed~~Partner in the law firm Orrick, Herrington & Sutcliffe for 11 years until retirement in 2002. While at the firm, Mr. Fisher was Partner-In-Charge of the New York office and a member of the firm’s Executive Committee. Prior to Orrick, Mr. Fisher was a partner in the New York law firm Kelley, Drye & Warren for 10 years, including 3 years as ~~Vice President~~a member of ~~Energy~~the firm’s Executive Committee, and prior to his time at Kelley, Drye & Warren, Mr. Fisher was associate and then partner in the law firm Parker, Chapin and Flattau for an aggregate of 22 years, 5 as an associate and the ~~Company.~~remainder as a partner. There, too, Mr. ~~Squarek, P. Eng., MBA,~~Fisher was a member of the firm’s Executive Committee. Mr. Fisher graduated from Columbia College in 1960 and Columbia Law School in 1963 and was a Research Fellow at the London School of Economics from 1963-1965. Mr. Fisher has been ~~the President, CEO and~~ a ~~director~~member of Tanager Energy Inc., a publicly listed oil and gas exploration and development company (symbol TAN) on the Toronto Stock Venture Exchange, since June of 2012. From 1999 to 2013, he was also the President and CEO of Oasis Energy Inc., a privately held company through which Mr. Squarek has provided management and energy consulting services to the oil and gas industry. Mr. Squarek is also the past President, CEO and a director of Bellevue Resource Inc., and First Star Energy Ltd., both TSX listed companies, and is the Past Chairman of the Small Explorers and Producers Association of Canada. Mr. Squarek is a Member of the Association of Professional Engineers Geological and Geophysicists of Alberta and a Member of the Legion of Honor of the Society of Professional Engineers. He has 49 years' experience in the oil, gas and mineral industry, has a B. Sc. in Petroleum Engineering from the University of Oklahoma (1966), and has a Master's Degree in Business Administration from Adelaide University in Adelaide, South Australia (1996).

~~On February 7, 2013, Ms. Yang was appointed as the chief financial officer of the Company and was appointed to~~ the Board of Directors of ~~the Company.~~

~~Ms. Yang brings to the Company 15~~National Bank of New York City for in excess of 30 years, ~~of general accounting~~ and ~~auditing experience, auditing private and publicly held companies in China, the United Kingdom and the United States.~~

Most recently before joining the Company, Ms. Yang was from 2009, director of finance and administration for the Grassroots Community Association where she was the financial controller for 5 major projects and the executive body of the association, responsible for cash flow forecast and management and budget control. Ms. Yang was also in charge of overseeing the fund-raising process and managing sponsor relationships. From 2007- 2009, Ms. Yanghe was a ~~Senior Manager for Acquisition Audits with Moores Rowland CEC, where she among other things, led the acquisition audit team for Sinolog Logistic Group, a company consisting~~member of ~~six entities headquartered in Singapore. Ms. Yang was also an annual auditor for Acer during that time.~~

From 1998-2006, Ms. Yang was with KPMG where she held various positions, from auditor to manager. While Ms. Yang initially held a position as an auditor, she later led a field audit with multiple team members and later became an audit team member for middle- to large-size audit projects. She coordinated auditing for the Sinopec IPO, and worked in various capacities on the China Mobil IPO and annual audit as well as the China Constructional Bank and CITIC Bank IPO's.

Ms. Yang graduated from Hult International Business School, UK, London, from the MBA Executive Track Program. Ms. Yang also graduated from Fudan University, Shanghai, China with a bachelor degree, major in International Finance.

~~On July 10, 2012, Mr. Townsend Tang was appointed to~~ the Board of Directors of ~~the Company. Mr. Townsend Tang, a seasoned executive and entrepreneur, has more than 10~~Financial Federal Corporation until its sale 7 years of experience in the finance industry in China, including Venture Capital, Private Equity, Mergers and Acquisitions, Initial Public Offerings and Private Investments in Public Equity, and various forms of debt financing. Before joining the Company, Mr. Tang was from 2007, a partner and managing director with Beijing Capital Fund Management Co., Ltd, Beijing, where he was instrumental in raising RMB100 million, plus additional debt and equity financings for a number of the firm's clients. Between the years of 2001 to 2006, Mr. Tang owned and managed Ou Shang Investments, Co., Ltd., a financing consultant firm focused on assisting various domestic Chinese and South East Asian companies to obtain debt and equity financing, ranging from RMB10 million to RMB100 million to a total of 13 clients, of which three clients obtained a listing in A Market, Shanghai.ago.

Mr. ~~Tang graduated from Nanjing Industry University where he~~Herskovits is a retired audit partner of Deloitte & Touche LLP. Mr. Herskovits joined Deloitte in 1974, was admitted to the partnership in 1985, and retired in 2013. During his career, Mr. Herskovits was responsible for major audit engagements for public and private companies. He also served in several technical and quality assurance roles at the firm. Mr. Herskovits received an ~~MBA.~~ MBA from Harvard University and a B.S. from Cornell University.

Mr. ~~Tang also~~Swift has more than 17 years’ experience in the financial services industry with a focus on energy and energy related companies. Mr. Swift’s experience included research and trading of both credit and equity products. While most recently Mr. Swift focused exclusively on the private placement of highly structured middle market credit products. Prior to joining Viking Energy Group, Mr. Swift was a founding partner and Managing Director on the Debt Capital Markets desk at Cantor Fitzgerald & Co. Prior to Cantor, Mr. Swift was a Vice President on the Cowen & Co debt capital market team. At both Cantor Fitzgerald & Co and Cowen & Co, Mr. Swift participated in more than 50 transactions raising over $5.5 billion. Prior to Cowen & Co, Mr. Swift served in various capacities at R.W. Pressprich and CRT Capital Group. Mr. Swift holds a ~~Chinese securities business qualification certificate.~~B.S. in Finance from Babson College.

Mr. Barker is a Certified Public Accountant licensed to practice in the State of Florida. Mr. Barker has been providing professional services to the Company since the beginning of 2015. On December 29, 2017, Mr. Barker accepted the position as Chief Financial Officer of the Company. Mr. Barker has vast experience providing strategic, financial, accounting and tax-related services in various capacities to both Public and Private entities, including Compliance Reporting with the Securities and Exchange Commission, the planning, preparation and oversight of annual audit functions, presentation of financial data to Public Company Boards, turn-around management, bankruptcy and asset recovery, Strategic planning for survival of troubled companies, financial forecasting and cash flow management, litigation support and forensic analysis, mergers and acquisitions and reverse mergers. Mr. Barker has served as Chief Financial Officer of several Public Companies with Revenues in excess of $40 million. Mr. Barker’s Industry experience include the fields of Defense Contracting, Manufacturing, Alternative Energy, Electrical Contracting, Healthcare Research and Construction, Oil and Gas, Health Care Services and Administration, Not for Profit, Retail, Distribution, Gaming, Real Estate, Professional Services, Internet Technologies, Media Communications, Web Based Technologies, Banking, Investments, Insurance, Private Equity, Municipal and County Governments and Treasure Exploration. Mr. Barker received a B.A. in Accounting and Finance from the University of South Florida, Tampa, Florida in 1978.

There are no family relationships between any of the ~~Company's~~Company’s officers and directors.

The Company, ~~does not currently have~~with the appointment of David Herskovits as an independent member of the board of directors on August 20, 2018, established an audit committee, ~~financial expert, nor does it have an audit committee. The Company's entire board of directors handles~~with Mr. Herskovits serving as the functions that would otherwise be handled by an audit committee. The Company does not currently have the capital resources to pay director fees to a qualified independent expert who would be willing to serve on its board and who would be willing to act as an audit committee financial expert. As its business expands and as it appoints others to its board of directors, the Company expects that it will seek a qualified independent expert to become a member of its board of directors. Before retaining any such expert the Company's board would make a determination as to whether such person is independent.

The Company has not yet formally adopted a written code of ethics to be applied to the ~~Company's~~Company’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Based on its small size, limited financial and human resources, the Company has not adopted written code of ethics.

To the best of the ~~registrant's~~registrant’s knowledge, during the past five years, no director, executive officer, promoter or control person of the Company:

~~To the best~~Section 16(a) of the ~~knowledge of~~Exchange Act requires the ~~Company,~~Company’s directors, executive officers and persons who beneficially ~~owned~~own 10% or more ~~than ten percent~~of a class of securities registered under Section 12 of the ~~Company's common stock~~Exchange Act to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Directors, executive officers and greater than 10% stockholders are required by the rules and regulations of the SEC to furnish the Company with copies of all reports filed ~~timely reports~~by them in compliance with Section 16(a).

Based solely on our review of certain reports filed with the Securities and Exchange Commission pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, the reports required to be filed with respect to transactions in our common stock during the fiscal year ended December 31, 2018, were timely, except that (i) Timothy Swift did not timely file a Form 3 upon his appointment as an executive officer of the Company on April 16, 2018, and he did not timely file a Form 4 upon his receipt of warrants to purchase 3,500,000 shares of Company common stock on April 16, 2018, and he did not timely file a Form 4 upon his receipt of 500,000 shares of Company common stock on May 21, 2018, and 500,000 shares of Company common stock on December 31, 2018; (ii) Lawrence Fisher did not timely file a Form 3 upon his appointment as director of the Company on August 20, 2018, and he did not timely file a Form 4 upon his receipt of 25,907 shares of Company common stock on October 8, 2018; and (iii) David Herskovits did not timely file a Form 3 upon his appointment as director of the Company on August 20, 2018.

Summary Compensation Table— Fiscal Years Ended December 31, ~~2015~~2018 and ~~2014~~2017

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named persons for services rendered in all capacities during the noted periods. No other executive officers received total annual salary and bonus compensation in excess of $100,000.

Name and Principal Position

Year

Salary
($)

Bonus
($)

Stock
Awards
($)

Option
Awards
($)

Non-Equity
Incentive Plan
Compensation
Earnings
($)

Non-Qualified
Deferred
Compensation
Earnings
($)

All Other
Compensation
($)

Total
Tom Simeo

2015

45,000

0

0

0

0

0

0

45,000

Executive Chairman

2014

180,000

0

0

0

0

0

0

180,000

Guangfang Yang (1)

2015

0

0

0

0

0

0

0

0

CFO

2014

0

0

3,914

0

0

0

0

3,914

James A. Doris (2)

2015

0

0

0

0

0

0

0

0

CEO & President

2014

0

0

0

0

0

0

0

0

John Squarek

2015

0

0

0

0

0

0

0

0

Vice President of Energy

2014

0

0

0

0

0

0

0

0

Name and Principal Position	Year	Salary		Bonus		Stock Awards (5)		Option Awards (4)		Non-Equity Incentive Plan Compensation Earnings		Non-Equity Deferred Compensation Earnings		All Other Compensation		Total

James A. Doris	2018	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
CEO & President (1)	2017	$	-	$	-	$	-	$	2,999,999	$	-	$	-	$	-	$	2,999,999

Timothy Swift	2018	$	211,538	$	-	$	200,000	$	699,245	$	-	$	-	$	-	$	1,110,783
EVP & COO (2)	2017	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

Frank W. Barker, Jr.	2018	$	-	$	-	$	-	$	-	$	-	$	-	$	23,500	$	23,500
CFO (3)	2017	$	-	$	-	$	-	$	999,999	$	-	$	-	$	69,189	$	1,069,188

As of December 31, ~~2015,~~2018, the Company did not maintain an equity incentive plan or other plan, including but not limited to bonus, deferred compensation or retirement plan under which the ~~Company's~~Company’s securities may be issued to its named executive officers as compensation.

As of December 31, 2018, the Company has an employment agreement with Timothy Swift as EVP and COO of the Company. Pursuant to Mr. Swift’s employment agreement with the Company, Mr. Swift is to receive an annual base salary of $275,000 and is eligible to receive, at the discretion of the Company’s Board of Directors, an annual bonus of up to 110% of his base salary and incentive equity compensation equal approximately 130% of his base salary. Pursuant to the restricted stock agreement, Mr. Swift is to receive 1,000,000 shares of the Company’s common stock, with 50% of the shares vesting immediately and the remaining shares vesting on October 1, 2018, unless Mr. Swift has resigned from employment or has been terminated for cause on or prior to that time. Pursuant to the warrant, Mr. Swift received the right to purchase 3,500,000 shares of the Company’s common stock at $0.30 per share exercisable through April 1, 2023, with (i) 1,000,000 of the warrant shares vesting immediately; (ii) 2,000,000 of the warrant shares vesting on July 1, 2018, or another date as agreed in writing by both parties so long as the Company has closed a financing transaction consolidating the Company’s debt, has raised an additional $5,000,000 in financing at such time, and Mr. Swift has not resigned from employment or been terminated for cause at that time; and (iii) 500,000 of the warrant shares vesting on December 31, 2018, so long as Mr. Swift has not resigned from employment or been terminated for cause at that time.

The Company ~~employs four people and has retained the services of four outside consultants. At December 31, 2015, the Company had no~~does not have any formal compensation arrangements or any other employment agreements with any ~~of its employees. Commencing January 1, 2016~~other executive officers at December 31, 2018. The Company’s subsidiaries have six full-time non-executive officer employees in Houston at the ~~Company is compensating each of Tom Simeo and James Doris, $10,000 per month plus equity for their services.~~corporate headquarters.

The ~~directors~~following table provides information regarding the compensation of the ~~Company were compensated as such during~~Company’s directors for the ~~fiscal years~~year ended December 31, ~~2015, and December 31, 2014, respectively, as follows:~~2018:

Name and Principal Position	Fees Earned or Paid in Cash		Stock Awards (3)		Option Awards		Non-Equity Incentive Plan Compensation Earnings		Non-Equity Deferred Compensation Earnings		All Other Compensation		Total

James A. Doris	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Lawrence Fisher (1)	$	5,904	$	10,000	$	-	$	-	$	-	$	-	$	15,904
David Herskovits (1)	$	11,206	$	-	$	-	$	-	$	-	$	-	$	11,206
Frank W. Barker, Jr. (2)	$	-	$	-	$	-	$	-	$	-	$	-	$	-

Directors of the Company may be reimbursed for any out-of-pocket expenses incurred by them for each regular or special meeting attendance. Mr. Fisher and Mr. Herskovits will both be paid $40,000 per year, payable in cash and/or the Company’s common stock at their election. Any cash payments will be paid monthly, and any stock payments will be issued quarterly, valued based on the average trading price of the Company’s common stock over the 5 business days prior to the end of the applicable quarter. The Company presently has no pension, health, annuity, insurance or profit sharing plans.

The following table sets forth information regarding beneficial ownership of the ~~Company's common stock (and preferred stock) as of December 31, 2015, (i)~~Company’s voting securities by each person ~~who is~~ known by us to ~~beneficially own~~be the beneficial owner of more than 5% of ~~the Company's common stock; (ii)~~such securities, as well as by each of our ~~officers~~directors and ~~directors as of such date; and (iii) by all of our~~ officers ~~and directors~~ as a group. Unless otherwise indicated, the shareholders listed possess sole voting and investment power with respect to the shares shown.

~~Unless~~The information reflected in the following table was, unless otherwise specified, the address of each of the persons set forth below, or is in care of the Company at ~~1330 Avenue of the Americas,~~15915 Katy Freeway, Suite ~~23 A, New York, NY 10019~~450, Houston, Texas 77094.

During April 2015, the Company made an advance to Tanager Energy Inc., in conjunction with a joint investment in the second oil well of the Joffre Project. As of December 31, ~~2015,~~2018, the ~~balance owed by~~Company has terminated its joint venture interest and resolved all related balances associated with its relationship with Tanager Energy, Inc. for a payment to the Company ~~was $76,719, which was shown as "Other receivable – joint venture" on the balance sheet.~~of $227,356.

On ~~June 5, 2015,~~May 16, 2017, Tom Simeo, formerly the Company’s Executive Chairman and a Director, resigned from all positions with the Company. During the period up to his resignation, Tom Simeo did not accrue payroll and made no advances to the Company. The Company ~~authorized and approved the issuance of 2,000,000 and 872,871 restricted shares of common stock in settlement and cancellation of~~paid a total of ~~$201,101~~$20,643 against prior advances. Concurrent with his resignation, Mr. Simeo waived any remaining balance of ~~amounts owed~~prior advances previously payable to ~~directors at a cost basis~~him. As of ~~$0.07 per share.~~December 31, 2018, and 2017 there are no remaining balances payable to Mr. Simeo.

During the year ended December 31, ~~2015,~~2017, the Company's Executive Chairman and Director, Tom Simeo, accrued payroll and made advances to the Company in the amount of $56,692 in order to provide the Company with funds to carry on its operations. These accruals and advances do not bear interest, are unsecured and have no specific terms of repayment. As of December 31, 2015, the net amount due to Mr. Simeo for accrued payroll and expenses paid on behalf of the Company is $37,159. The Company has not imputed interest as the amount is deemed immaterial.

~~During the year ended December 31, 2015, the Company's~~Company’s CEO and Director, James Doris incurred expenses on behalf of, and made advances to the Company in the amount of ~~$188,769~~$344,003 in order to provide the Company with funds to carry on its ~~operations.~~operations, and the Company made repayments of $384,361. These advances do not bear interest, are unsecured and have no specific terms of repayment. As of December 31, 2017, the amount due for expenses paid on behalf of the Company is $330,580. The Company has not imputed interest as the amount is deemed immaterial. Additionally, Mr. Doris made several loans to the Company totaling ~~$359,336,~~$862,390, all accruing interest at 12%, and payable on demand. As of December 31, ~~2015,~~2017, the total amount due to Mr. Doris for advances and expenses paid on behalf of the Company and loans is ~~$577,832.~~$1,192,970. Accrued interest of ~~$20,401~~$149,120 is included in other payables at December 31, ~~2015.~~2017.

~~As at~~On December 29, 2017, Frank W. Barker, Jr. was appointed as a member of the Company’s board of directors and as the Company’s Chief Financial Officer. During the year ended December 31, ~~2014, the net amount due to~~2017, Mr. ~~Simeo for accrued payroll and payment~~Barker, through FWB Consulting, Inc., an affiliate of ~~certain~~Mr. Barker’s, incurred expenses on behalf of the Company in the amount of $2,025, and invoiced the Company $32,500 for services, of which $23,500 was ~~$236,713. The balance was non-interest bearing, had no fixed term~~paid. As of ~~repayment~~December 31, 2017, the total amount due to FWB Consulting, Inc. is $51,960, and ~~was payable on demand.~~is included in accounts payable.

~~As at~~During the year ended December 31, ~~2014,~~2018, the Company’s CEO and Director, James Doris, incurred expenses on behalf of, and made advances to the Company in the amount of $642,199 in order to provide the Company with funds to carry on its operations, and the Company made repayments of $972,779. These advances do not bear interest, are unsecured and have no specific terms of repayment. As of December 31, 2018, the amount due to Mr. Doris for ~~the~~advances and expenses paid on behalf of the Company is $0. Additionally, Mr. Doris made several loans to the Company totaling $862,390, of which $466,835 was ~~$89,726. The balance was non-interest bearing, had no fixed term of repayment,~~paid back during the year ended December 31, 2018. These loans all accrue interest at 12%, and ~~was~~are payable on demand. As of December 31, 2018, the total amount due to Mr. Doris for these loans is $395,555. Accrued interest of $78,116 is included in accrued expenses and other current liabilities at December 31, 2018.

During the year ended December 31, 2018, the Company’s CFO, Frank W. Barker, Jr., through FWB Consulting, Inc., and Frank W. Barker, Jr., CPA PA, both affiliates of Mr. Barker, incurred expenses on behalf of the Company in the amount of $5,697, and invoiced the Company $126,000 for services, of which $69,189 was paid. As of December 31, 2018, the total amount due to FWB Consulting, Inc. is $114,468, and is included in accounts payable.

The following table reflects the balances of related ~~parties'~~parties’ transactions as of December 31, ~~2015~~2018 and ~~2014:~~2017:

	Years ended				Years ended
	December 31,				December 31,
	2015		2014		2018		2017
Due to Mr. Tom Simeo	$	37,159	$	236,713
Due to Mr. James A. Doris – advances		218,496		89,726		-		330,580
Due to Mr. James A. Doris – demand loans		359,336		-		395,555		862,390
Due to FWB Consulting, Inc.						114,468		51,960
	$	614,991	$	326,439	$	510,023	$	1,244,930

Other than as disclosed, there were no material transactions, series of similar transaction, current transactions, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeded $120,000 or 1% of the ~~Company's~~Company’s total assets as of December 31, ~~2015,~~2018, and in which any director or executive officer, or any security holder who is known to the Company to own of record or beneficially more than five percent of the ~~Company's~~Company’s common stock, or any member of the immediate family of any of the foregoing persons, had a material interest.

The following table sets forth the fees billed by our ~~former principal~~ independent accounting firm ~~Schwartz Levitsky Feldman LLP, and our former principal independent accounting firm, DKM Certified Public Accountants ("DKM"), and the Company's current principal independent accounting firm, Green~~of Turner, Stone & Company, ~~CPA's,~~LLP, for each of our last two fiscal years for the categories of services indicated.

	Years Ended December 31,				Years Ended December 31,
Category	2015		2014		2018		2017
Audit Fees	$	50,000	$	75,000	$	78,500	$	42,000
Audit Related Fees		-		-		-		-
Tax Fees		-		-		12,000		-
All Other Fees		-		-		8,200		-
Total	$	50,000	$	75,000	$	98,700	$	42,000

Audit fees. Consists of fees billed for the audit of our annual financial statements and review of our interim financial information and services that are normally provided by the accountant in connection with year-end and quarter-end statutory and regulatory filings or engagements.

Audit-related fees. Consists of fees billed for services relating to review of other regulatory filings including registration statements, periodic reports and audit related consulting.

Tax fees. Consists of professional services rendered by our principal accountant for tax compliance, tax advice and tax planning.

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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

In accordance with the Securities Exchange Act this report has been signed below by the following person(s) on behalf of the registrant and in the capacities and on the dates indicated.

Large accelerated filero	~~Accelerated filer~~ o¨	~~Non-accelerated~~Accelerated filero	¨
Non-accelerated filer	¨	Smaller reporting company	x
		Emerging growth company	¨

		~~Page~~PART I

~~PART I~~

Item 1.	Business			4
Item 1A.	Risk Factors			5
Item 1B.	Unresolved Staff Comments			14
Item 2.	Properties			14
Item 3.	Legal Proceedings			1518
Item 4.	Mine Safety Disclosures			1518

PART II

Item 5.	Market for ~~Registrant's~~Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			1619
Item 6.	Selected Financial Data			1820
Item 7.	~~Management's~~Management’s Discussion and Analysis of Financial Condition and Results of Operations			1820
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk			2126
Item 8.	Financial Statements and Supplementary Data			2227
Item 9.	Changes in and Disagreements ~~With~~with Accountants on Accounting and Financial Disclosure			2328
Item 9A.	Controls and Procedures			2328
Item 9B.	Other Information		30

PART III
~~PART III~~

Item 10.	Directors, Executive Officers and Corporate Governance			2631
Item 11.	Executive Compensation			2934
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			3036
Item 13.	Certain Relationships and Related Transactions			3237
Item 14.	Principal Accounting Fees and Services			33

~~PART IV~~
38
~~Item 15.~~
PART IV

Item 15.	Exhibits, Financial Statement Schedules			3439

SIGNATURES				3541

	Oil		Natural Gas		Natural Gas Liquids		Barrels of Oil Equivalent
	(Mbbl)		(MMcf)		(Mbbl)		(Mboe)
Proved
Developed - Producing		18.2		49.6		2.1		28.6
Developed - Non-Producing		225.8		977.5		40.6		429.3
Undeveloped		-		-		-		-
Total Proved		244.0		1,027.1		42.7		457.9
Probable		201.6		865.9		35.9		381.9
Total Proved plus Probable		445.6		1,893.0		78.6		839.8

Quarter Ended	High		Low
March 31, 2014		0.20		0.05
June 30, 2014		0.60		0.19
September 30, 2014		0.51		0.15
December 31, 2014		0.40		0.03
March 31, 2015		0.40		0.06
June 30, 2015		0.40		0.06
September 30, 2015		0.28		0.06
December 31, 2015		0.23		0.06

Cash Flows:	Years Ended December 31,
	2015			2014

Net Cash Provided by (Used in) Operating Activities	$	(455,453	)	$	(370,800	)
Net Cash Provided by (Used in) Investing Activities	$	(77,158	)	$	(549,811	)
Net Cash Provided by (Used in) Financing Activities	$	561,851		$	909,666
Increase (Decrease) in Cash during the Period	$	29,240		$	(10,894	)
Cash and Cash Equivalents, End of Period	$	30,585		$	1345

	Proved Reserves at December 31, 2017
Reserves Category	Crude Oil (MBBLs)		Natural Gas (MMCF)		Total Proved (BOE) (1)

Proved Reserves
Developed		1,314,816		591,080		1,413,329
Developed Non-Producing		181,329		528,010		269,331
Undeveloped		2,429,152		7,357,220		3,655,355

Total Proved Reserves		3,925,297		8,476,310		5,338,015

Estimated Future Net Cash Flows					$	125,220,891
10% annual discount for estimated timing of cash flows						(54,460,189	)
Standardized Measure of Discounted Future Net Cash Flows - (PV10) (2)					$	70,760,702

	Geographic	Unit of	December 31,
	Area	Measure	2015		2014

Production
Oil	Canada	Barrels		1,707		-
Natural Gas	Canada	Mcf		8,140		-
Natural Gas Liquids	Canada	Barrels		849		-
Sulphur	Canada	Tonnes		36		-

Sales
Oil	Canada	Barrels	$	1,639	$	-
Natural Gas	Canada	Mcf	$	5,404	$	-
Natural Gas Liquids	Canada	Barrels	$	849	$	-
Sulphur	Canada	Tonnes	$	36	$	-

Average Sales Prices
Oil	Canada	Barrels	$	0.96	$	-
Natural Gas	Canada	Mcf	$	0.66	$	-
Natural Gas Liquids	Canada	Barrels	$	1.00	$	-
Sulphur	Canada	Tonnes	$	1.00	$	-

Quarter Ended	High		Low
March 31, 2017		0.26		0.13
June 30, 2017		0.20		0.11
September 30, 2017		0.20		0.10
December 31, 2017		0.34		0.09
March 31, 2018		0.24		0.12
June 30, 2018		0.23		0.15
September 30, 2018		0.42		0.16
December 31, 2018		0.42		0.22

	Years Ended December 31,
Cash Flows:	2018			2017

Net Cash Provided by (Used in) Operating Activities	$	(3,926,435	)	$	(1,278,205	)
Net Cash Provided by (Used in) Investing Activities	$	(6,514,936	)	$	(1,842,912	)
Net Cash Provided by (Used in) Financing Activities	$	8,716,004		$	8,837,771
Increase (Decrease) in Cash during the Period	$	(1,725,367	)	$	(5,716,654	)
Cash and Cash Equivalents, End of Period	$	4,009,892		$	5,735,259

Report of Independent Registered Public Accounting Firm		F-1
Consolidated Balance Sheets as at December 31, ~~2015~~2018 and ~~2014~~2017		F-2
Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, ~~2015~~2018 and ~~2014~~2017		F-3
Consolidated Statements of Cash Flows for the years ended December 31, ~~2015~~2018 and ~~2014~~2017		F-4
Consolidated Statements of Changes in ~~Stockholders' Deficiency~~Stockholders’ Equity (Deficit)		F-5
Notes to Consolidated Financial Statements		F-6

	December 31
	2015			2014
ASSETS
CURRENT ASSETS
Cash	$	30,585		$	1,345
Other receivable – joint venture		76,719			-
Prepaid expenses		145,561			-
Total current assets		252,865			1,345
Long term investment		87,156			68,128
Petroleum and natural gas rights – net		818,230			355,168
Loan costs		11,458	��
TOTAL ASSETS	$	1,169,709		$	424,641

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Other payable	$	81,700		$	116,149
Accounts payable		118,649			39,314
Derivative liability		154,297			-
Amount due to directors		614,991			326,439
Convertible notes - current		20,282			-
Total current liabilities		989,919			481,902
Convertible notes - net of current		6,778			-
Asset retirement obligation		416,246			-
TOTAL LIABILITIES		1,412,943			481,902

STOCKHOLDERS' EQUITY (DEFICIENCY)
Capital Stock
Preferred stock, $0.001 par value, 5,000,000 shares authorized, 28,092 shares issued and outstanding as of December 31, 2015 and 2014		28			28

Common stock, $0.001 par value, 100,000,000 shares
Authorized, 30,333,993 shares issued and outstanding
as of December 31, 2015, 24,094,551 shares issued and
outstanding as of December 31, 2014		30,334			24,095
Shares to be issued		-			675
Additional Paid-In Capital		7,864,085			7,162,660
Deficit		(7,979,257	)		(7,067,267	)
Accumulated other comprehensive income (loss)		(158,424	)		(177,452	)
TOTAL STOCKHOLDERS' DEFICIENCY		(243,234	)		(57,261	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY	$	1,169,709		$	424,641

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

	For the Years Ended December 31,
	2015			2014


Revenue	$	95,924		$	-
Direct costs		49,965			-
Gross profit		45,959			-

Operating expenses
General and administrative expenses		211,470			42,596
Stock based compensation		108,000		189,167
Professional fees		212,964			61,620
Rent		18,653			18,608
Wages		69,000			249,607
Amortization and depreciation		34,352			5,053
Total operating expenses		654,439			566,651
Loss from operations		(608,480	)		(566,651	)
Interest expense		(297,824	)		-
Derivative loss		(5,686	)		-
Change in fair value of convertible notes		-			(96,748	)
Gain on extinguishment of debt		-			9,485
Other income		-			2,440
Net loss		(911,990	)		(651,474	)

Unrealized gain on securities available-for-sale		19,028			(179,316	)
Foreign currency translation adjustment		-			53

Comprehensive loss	$	(892,962	)	$	(830,737	)

Loss per weighted average number of common shares outstanding – basic and diluted		(0.03	)		(0.03	)
Weighted average number of common
shares outstanding – basic and diluted		26,767,594			24,094,551

	For the Years Ended December 31,
	2018			2017
Revenue
Oil and gas sales	$	7,967,972		$	1,982,018

Operating expenses
Lease operating costs		3,835,549			1,136,883
General and administrative		7,265,639			1,595,405
Stock based compensation		2,303,213			5,405,106
Accretion – asset retirement obligations		86,023			58,075
Depreciation, depletion & amortization		1,644,693			507,145
Total operating expenses		15,135,117			8,702,614

Loss from operations		(7,167,145	)		(6,720,596	)

Other income (expenses)
Interest expense		(7,880,273	)		(1,604,185	)
Change in fair value of derivatives		(1,604,916	)		48,875
Loss on sale of investments		-			(7,185	)
Gain on disposal of assets		623,960			-
Bargain purchase gain		-			27,021,418
Total other income (expenses)		(8,861,229	)		25,458,923

Net loss before income taxes		(16,028,374	)		18,738,327
Income tax benefit (expense)		910,827			(910,827	)

Net Income (loss)		(15,117,547	)		17,827,500

Other comprehensive income (loss)
Unrealized gain (loss) on securities available-for-sale		-			1,446

Net Comprehensive Income (loss)	$	(15,117,547	)	$	17,828,946

Earnings (loss) per weighted average number of common shares outstanding – basic and diluted	$	(0.18	)	$	0.28
Weighted average number of common shares outstanding – basic and diluted		81,950,037			62,589,388

	Common Stock				Shares to be issued						Preferred Stock				Additional Paid-in			Accumulated Other Comprehensive						Total Stockholders'
	Number		Amount		Number			Amount			Number		Amount		Capital			Income			Deficit			Deficiency
			$					$			$		$		$			$			$			$
Balances at December 31, 2013		18,758,657		18,760		-			-			28,092		28		6,116,054			1,811			(6,415,793	)		(279,140	)
Issuance of new shares for legal services		1,406,331		1,406		-			-			-		-		187,761			-			-			189,167
Issuance of new shares to investors		2,330,534		2,331		-			-			-		-		605,611			-			-			607,942
Shares to be issued to investors		-		-		675,000			675			-		-		66,825			-			-			67,500
Issuance of new shares– convertible notes		1,599,029		1,598		-			-			-		-		186,409			-			-			188,007
Unrealized loss on securities available-for-sale		-		-		-			-			-		-		-			(179,316	)		-			(179,316	)
Foreign currency translation adjustment		-		-		-			-			-		-		-			53			-			53
Net loss for the year ended December 31, 2014		-		-		-			-			-		-		-			-			(651,474	)		(651,474	)
Balances at December 31, 2014		24,094,551		24,095		675,000			675			28,092		28		7,162,660			(177,452	)		(7,067,267	)		(57,261	)
Debt discount convertible debt		-		-		-			-			-		-		330,500			-			-			330,500
Derivative liability		-		-		-			-			-		-		(286,839	)		-			-			(286,839	)
Shares issued to investors		675,000		675		(675,000	)		(675	)		-		-		-			-			-			-
Issuance of new shares in satisfaction of debt		421,571		421		-			-			-		-		29,579			-			-			30,000
Issuance of new shares in satisfaction of related party debt		2,872,871		2,873												198,228									201,101
Issuance of new shares for consulting services		720,000		720		-			-			-		-		107,280			-			-			108,000
Derivative liability adjustment		-		-		-			-			-		-		138,227			-			-			138,227
Issuance of new shares as prepayment for consulting services		1,000,000		1,000		-			-			-		-		164,000			-			-			165,000
Issuance of new shares – convertible debt		550,000		550		-			-			-		-		20,450			-			-			21,000
Unrealized gain on securities available-for-sale		-		-		-			-			-		-		-			19,028			-			19,028
Net loss for the year ended December 31, 2015		-		-		-			-			-		-		-			-			(911,990	)		(911,990	)
Balances at December 31, 2015		30,333,993		30,334		-			-			28,092		28		7,864,085			(158,424	)		(7,979,257	)		(243,234	)

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Gains (Losses)

Financial Assets
Commodity Derivative	$	-	$	681,776	$	-	$	926,802
	$	-	$	681,776	$	-	$	926,802

Financial liabilities
Commodity Derivative				2,531,718		-		(2,531,718	)
	$	-	$	2,531,718	$	-	$	(2,531,718	)

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Gains (Losses)

Financial Assets
Long term investment	$	68,128	$	-	$	-	$	(179,316	)
Petroleum and natural gas rights - net		-		-		355,168		-
	$	68,128	$	-	$	355,168	$	(179,316	)

Financial liabilities
Derivative liabilities	$	-	$	-	$	-	$	-
	$	-	$	-	$	-	$	-

	December 31, 2018		December 31, 2017


In February 2017, a one-year consulting agreement for services related to investor relations, market exposure and content development for a total amount of $44,160.	$	-	$	6,412

In April 2017, a one-year consulting agreement comprised of four quarterly incremental installments for services related to analysis of potential oil and gas acquisitions, for an initial quarterly amount of $40,250, a second installment of $28,000 in July 2017, and a third installment of $55,000 in January 2018.		-		5,415

	$	-	$	11,827

Oil and Gas Properties by Geographical Cost Center
	Years ended,
	December 31,
Cost Center	2018		2017

Canada	$	21,387	$	66,454
United States		1,623,306		440,691

	$	1,644,693	$	507,145

Expected Life in Years		5.0
Risk-free Interest Rates	2.55% to 2.94		%
Volatility	291% to 297		%
Dividend Yield		0	%

Asset retirement obligation at December 31, 2014	$	-
Liability recorded on July 1, 2015 with adoption of SFAS 143		406,214
Accretion expense		10,032

Asset retirement obligation at December 31, 2015	$	416,246

	Year ended December 31, 2018			Year ended December 31, 2017

Asset retirement obligation – beginning	$	3,096,263		$	833,017
Oil and gas purchases		1,898,019			2,205,171
Adjustments through disposals and settlements		(666,840	)		-
Accretion expense		86,023			58,075

Asset retirement obligation – ending	$	4,413,465		$	3,096,263

	Year Ended December 31, 2017

Revenues	$	8,093,866

Net Loss (excludes unrealized gains / losses)	$	(11,854,867	)

Loss per share	$	(0.19	)

	Years ended
	December 31,
	2015		2014
Due to Mr. Tom Simeo	$	37,159	$	236,713
Due to Mr. James A. Doris – advances		218,496		89,726
Due to Mr. James A. Doris – demand loans		359,336		-
	$	614,991	$	326,439

	December 31, 2015 Number of shares						December 31, 2014 Number of shares
	Authorized		Outstanding		Amount		Authorized		Outstanding		Amount

Capital Stock					$						$

Preferred stock, $0.001 par value		5,000,000		28,092		28		5,000,000		28,092		28
Common stock, $0.001 par value		100,000,000		30,333,993		30,334		100,000,000		24,094,551		24,095
Common shares to be issued				-0		-				675,000		675
Additional Paid-in Capital						7,864,085						7,162,660

	December 31, 2018		December 31, 2017

As of December 31, 2016, the Company issued a total of $630,000 of 10% Secured promissory notes with a term expiring April 3, 2017 (the “Maturity Date”), and an original issue discount of thirty-seven and one-half percent (37.5%). The discount was modified to fifty percent (50%) retroactively with an extension of the maturity to June 2017. During the quarter ended March 31, 2017, the Company issued an additional $917,833 of 10% Secured promissory notes with terms expiring in June, August and September of 2017, and an original issue discount of fifty percent (50%). Interest is payable on the outstanding principal of these notes at 10% per annum on the various maturity dates.		-		75,000

On October 4, 2016, the Company closed on a revolver loan with Crossfirst Bank in the amount of $1,800,000, payable at $15,000 per month, interest at 10%, with all unpaid principal and accrued interest payable on September 30, 2018. The balance shown is net of unamortized discount of $0 and $10,341 at December 31, 2018 and 2017 respectively.		-		1,594,659

During July and August of 2017, the Company borrowed $1,475,000 from private lenders pursuant to a 10% Secured Convertible Promissory Note with a twelve-month maturity. The balance shown is net of unamortized discount of $0 and $271,403 at December 31, 2018 and 2017 respectively.		-		1,203,597

During August through December of 2017, the Company borrowed $2,989,000, and from January through June 2018, the Company borrowed $3,230,000, all from private lenders pursuant to a 10% Secured Promissory Note with all principal and accrued interest payable on the maturity date of October 31, 2018. During the year ended December 31, 2018, $1,610,000 of these notes were paid in full and $4,609,000 of these notes have been exchanged for new partially convertible promissory notes. The promissory notes are secured by the membership interests of Mid-Con Drilling, LLC. The balance shown is net of unamortized discount of $0 and $867,399 at December 31, 2018 and 2017 respectively.		-		2,121,601

Convertible Note, Face Value	$	58,000
Convertible promissory note, Fair Value		106,522

Day-one derivative loss		(48,522	)

	December 31, 2018			December 31, 2017

Current
Federal	$	(2,496,519	)	$	967,598
State		-			-
		(2,496,519	)		967,598

Deferred
Federal		3,362,807			(2,442,271	)
State		-			-
					(1,474,673	)
Tax Cuts and Jobs Act of 2017 effect		-			563,846
Valuation allowance		(2,451,980	)		-

Income tax benefit (provision)	$	910,827		$	(910,827	)

Convertible Note, Face Value	$	16,000
Convertible promissory note, Fair Value		44,410

Day-one derivative loss		(28,410	)

Convertible Note, Face Value	$	53,000
Convertible promissory note, Fair Value		102,414

Day-one derivative loss		(49,414	)

	December 31, 2018			December 31, 2017

Deferred tax assets:
NOL carry forwards	$	4,902,857		$	3,895,975
Bad debt reserves		77,896			52,318
Impairment of oil and gas assets		403,289			652,945
Unrealized loss		695			1,125
Derivative losses		607,087			437,232
Share based compensation		2,256,601			2,870,452

Total deferred tax assets		8,248,425			7,910,047

Deferred tax liabilities:
Derivative gains		(121,947	)		(197,438	)
Bargain purchase gain		(5,674,498	)		(9,187,282	)

Total deferred tax liabilities		(5,796,445	)		(9,384,720	)

Deferred tax asset (liability) - net before valuation allowance		2,451,980			(1,474,673
Tax Cuts and Jobs Act of 2017 effect		-			563,846
Less valuation allowance		(2,451,980	)		-

Deferred tax asset (liability) - net	$	-			(910,827	)

	December 31, 2018			December 31, 2017

Continuing operations
Expected provision at US statutory rate		21.00	%		34.00	%
State income tax net of federal benefit		0.00	%		0.00	%
Other items effecting timing differences		-5.4	%		-29.14	%
Valuation allowance		0.00	%		0.00	%

Effective income tax rate		15.6	%		4.86	%

	Canada
	2015		2014
Results of Operations
Revenue	$	95,924	$	-
Production costs		49,965		-

	$	45,959	$	-

	Joffre Project - Canada
	Proved												Probable
	Oil (Mbbl)			Natural Gas (MMcf)			Natural Gas Liquids (Mbbl)			Barrels of Oil Equivalent (Mboe)			Oil (Mbbl)		Natural Gas (MMcf)		Natural Gas Liquids (Mbbl)		Barrels of Oil Equivalent (Mboe)

Opening Balance		-			-			-			-			-		-		-		-
Adjusmtnent for acquired reserves		247.0			1,034.8			42.9			462.5			201.6		865.9		35.9		381.9
Production		(3.0	)		(7.7	)		(0.2	)		(4.6	)		-		-		-		-

Closing Balance		244.0			1,027.1			42.7			457.9			201.6		865.9		35.9		381.9

	Oil		Natural Gas		Natural Gas Liquids		Barrels of Oil Equivalent
	(Mbbl)		(MMcf)		(Mbbl)		(Mboe)
Proved
Developed - Producing		18.2		49.6		2.1		28.6
Developed - Non-Producing		225.8		977.5		40.6		429.3
Undeveloped		-		-		-		-
Total Proved		244.0		1,027.1		42.7		457.9
Probable		201.6		865.9		35.9		381.9
Total Proved plus Probable		445.6		1,893.0		78.6		839.8

Mbbl = thousands of barrels
MMcf = millions of cubic feet
Mboe - thousands of barrels of oil equivalent

Location	Formation	Oil (Mbbl)		Natural Gas (MMcf)		Natural Gas Liquids (Mbbl)		Barrels of Oil Equivalent (Mboe)

Well #1	Leduc		40.0		108.7		4.6		62.7
Well #2	Leduc		147.2		650.4		27.0		282.6
Well #3	Leduc		127.0		557.4		23.1		243.1
Well #4	Leduc		131.4		576.5		23.9		251.4

			445.6		1,893.0		78.6		839.8