Overview

Citadel is an energy company engaged in the exploration and development of oil and natural gas properties. Our properties are located in the San Joaquin Basin of California. Subject to availability of capital, we strive to implement an accelerated development program utilizing capital resources, a regional operating focus, an experienced management and technical team, and enhanced recovery technologies to attempt to increase production and increase returns for our stockholders. Our corporate strategy is to build value in the Company through the acquisition of oil and gas leases with significant upside potential, successful exploration and exploitation and the efficient development of these assets.

Our revenues, profitability and future growth depend substantially on prevailing prices for oil and natural gas and our ability to find, develop and acquire oil and gas reserves that are economically recoverable.

Our Operations

Our principal strategy is to focus on the acquisition of oil and natural gas mineral leases that have known hydrocarbons or are in close proximity to known hydrocarbons that have been underdeveloped. Once acquired, we strive to implement an accelerated development program utilizing capital resources, a regional operating focus, an experienced management and technical team, and enhanced recovery technologies to attempt to increase production and increase returns for our stockholders. Our oil and natural gas acquisition and development activities are currently focused in the State of California.

On July 31, 2015 Citadel acquired approximately 1,100 acres of leases, production facilities and equipment that encompassed the Kern Bluff Oil Field. As consideration for this acquisition Citadel issued 6,000,000 shares of common stock and paid $2,000,000 in cash. The transaction was financed via a $3,500,000 one-year term loan from Cibolo Creek Partners, of Midland Texas. In March of 2016, Cibolo Creek Partners converted the $3,500,000 term loan into Series A Convertible Participating Preferred Stock.





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In December of 2015, Citadel shifted its CAPEX focus to remediation of the existing acquired facilities. At the time of purchase, the oil at Kern Bluff was being processed by temporary facilities installed by the previous owner. As production increased in September, it quickly became apparent that these facilities were not capable of processing the additional volumes of oil and water being produced. The existing permanent facilities were built in the 1970's by Gulf Oil and require extensive remediation including new pipe, valves, flanges and tank repair.

In July of 2016, Citadel completed its facility upgrades. The new facilities have production capacity of 500 BOPD. Citadel drilled three wells in June of 2016 and returned to production 9 idle wells.

In December of 2017, Citadel completed the installation of a 25MM BTU steam generator. The oil at Kern Bluff is characterized as heavy oil, therefore requiring stimulation via steam injection. This steam generator has capacity of over 1,400 barrels of steam per day (BOSPD) which will allow the Company to steam approximately 50 wells per year.

In the first quarter of 2019, California experienced a spike in natural gas prices due to cold weather, and pipeline outages. As such the Company did not perform any cyclic steam injection during the quarter, this resulted in field wide production dropping to approximately 30-50 barrels of oil per day.

On May 1, 2019 the Company's CEO and President tendered his resignation.

In the third quarter of 2019, the Company did not perform any cyclic steaming operations due to a lack of capital. As such field wide production has dropped to below 10 barrels per day.

On September 11, 2019 the court in Kern County, at the request of our senior secured lender, appointed a third-party trustee to oversee operations at the Kern Bluff Oil Field. The Trustee receives all cash related to the Company's revenue and is responsible for all expenses related to the field. The Company continues to pursue several options to raise capital and meet its obligations under its senior secured loan. Until that time, the Company does not have control over operations, the receipt of revenues, or the payment of expenses at the oil field.

On September 12, 2019 James Borgna resigned from the Board of Directors at Citadel Exploration Inc.





Going Concern


The consolidated financial statements included in this filing have been prepared in conformity with generally accepted accounting principles that contemplate the continuance of the Company as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As shown on the accompanying consolidated financial statements, the Company has incurred an accumulated deficit and working capital deficit in the amount of $15,683,027 and $7,084,279, respectively, as of September 30, 2019. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its oil and gas business opportunities.





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RESULTS OF OPERATIONS



Results of Operations for the Three and Nine Months Ended September 30, 2019 and September 30, 2018

During the three-month period ended September 30, 2019 and September 30, 2018, the Company generated $28,404 and $320,774, respectively, from the sale of oil. During the nine-month period ended September 30, 2019 and September 30, 2018, the Company generated $279,488 and $928,092, respectively, from the sale of oil. The decrease in revenue for the three and nine-months ending September 30, 2019 arose from the Company's decision to not cyclic steam wells due to a lack of capital.

Operating expenses totaled $1,075,566 during the three-month period ended September 30, 2019 which was an increase of $441,462 over the three-month period ended September 30, 2018. Operating expenses totaled $2,262,605 during the nine-month period ended September 30, 2019 which was an increase of $234,903 over the nine-period ended September 30, 2018. Operating expenses consisted of lease operating expense, general and administrative costs, amortization and depreciation, professional fees, executive compensation, and impairment expenses. The majority of the increase was due to impairment charges. The Company elected to impair all unproved oil and gas properties as a consequence of being in default of its senior secured loan and its inability to pay annual rentals for those undeveloped leases.

General and administrative expenses decreased from $75,204 to $38,504 from the three-month period ended September 30, 2018 to the three-month period ended September 30, 2019. For the nine-month period ended September 30, 2019, general and administrative expenses decreased by $67,946 over the nine-month period ended September 30, 2018. This decrease for both three- and nine-month periods was primarily due to less marketing, meals and entertainment expenses.

Depreciation, depletion and amortization decreased from $407,685 to $134,702 for the nine-month period ended September 30, 2018 to September 30, 2019 and decreased from $135,387 to $20,594 for the three-month period ended September 30, 2018 to September 30, 2019 primarily due to a decrease in overall production.

Professional fees decreased from $40,951 to $19,908 from the three-month period ended September 30, 2018 to the three-month period ended September 30, 2019. For the nine-month period ended from September 30, 2018 to the nine-month period ended September 30, 2019, professional fees decreased from $183,237 to $76,026. The decrease for both three- and nine-month periods was primarily due to a reduction in legal costs, engineering services, and accounting services provided to the Company.

Executive compensation decreased from $180,000 to $90,000 for the three-month period ended September 30, 2018 to the three-month period ended September 30, 2019 due to the resignation of the Company's CEO and President on May 1, 2019. For the nine-month period ended September 30, 2018 to the nine-month period ended September 30, 2019, professional fees decreased from $540,000 to $390,000.

Liquidity and Capital Resources

The Company does not currently have a capital budget as it does not have authority to operate the Kern Bluff Oil Field.





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As of September 30,2019, the Company had $62,539 of current assets. The following table provides detailed information about the net cash flow for the nine months ended September 30, 2019 and September 30, 2018 as presented in this quarterly report. To date, we have financed our operations through the issuance of stock and borrowings from related parties and an unrelated third party.

The following table sets forth a summary of our cash flows for the nine months ended September 30, 2019 and 2018:





                                                      Nine Months Ended
                                                        September 30,
                                                    2019            2018
Net cash used in operating activities           $ (207,430 )   $   (529,037 )
Net cash used in investing activities              (26,704 )     (1,258,533 )

Net cash provided by financing activities 153,434 1,322,848 Net change in cash and restricted cash

             (80,700 )       (464,722 )

Cash and restricted cash, beginning of period 286,441 972,103 Cash and restricted cash, end of period $ 205,741 $ 507,381






Operating activities


The net loss in the period was greater than the non-cash adjustments to reconcile the changes in the consolidated balance sheet and consolidated statement of operations, which is the reason cash used in operating activities was negative.





Investing activities



The net cash used in investing activities consisted of drilling expenses and facility upgrades on oil and gas properties of $26,704 on the Company's properties.





Financing activities



The net cash provided by financing activities for the three- and nine-month period ended September 30, 2019, consisted of proceeds from three unsecured bridge loans from a related party, Round Rock Development Partners, L.P., totaling $119,000 and proceeds from preferred stock offering in the amount of $100,000.

The Company made payments of $45,660 in the nine-month period ended September 30, 2019 to auto loans and the financing of insurance premiums.

As of September 30, 2019, we continue to use traditional and/or debt financing as well as through the issuance of stock to provide the capital we need to run our business.

Without cash flow from operations we will require additional cash resources, including the sale of equity or debt securities, to meet our planned capital expenditures and working capital requirements for the next 12 months. We will require additional cash resources due to changed business conditions, implementation of our strategy to successfully develop our Kern Bluff Oil Field, and/or acquisitions we may decide to pursue. If our own financial resources and then current cash-flows from operations are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity securities will result in dilution to our stockholders. The incurrence of indebtedness will result in increased debt service obligations and could require us to agree to operating and financial covenants that could restrict our operations or modify our plans to grow the business. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, will limit our ability to expand our business operations and could harm our overall business prospects.





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Our ability to obtain additional capital through additional equity and/or debt financing, and Joint Venture or Working Interest partnerships will also be important to our expansion plans. In the event we experience any significant problems assimilating acquired assets into our operations or cannot obtain the necessary capital to pursue our strategic plan, we may have to reduce the growth of our operations. This may materially impact our ability to increase revenue and develop our assets.





Contractual Obligations



An operating lease for rental office space was entered into beginning March 1, 2013 for two years at $2,150 per month. The original lease was amended to include additional space at a price of $1,100 per month for the same term. The original term of the lease expired on March 1, 2015. As such our office lease is now on a month to month basis at a rate of $3,000 per month.

Off-Balance Sheet Arrangements

As of the date of this report, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.





Operation Plan


Our plan is to focus on the acquisition and drilling of prospective oil and natural gas mineral leases. Once we have tested a prospect as productive, subject to availability of capital, we will implement a development program with a regional operating focus in order to increase production and increase returns for our stockholders. Exploration, acquisition and development activities are currently focused in California. Depending on availability of capital, and other constraints, our goal is to increase stockholder value by finding and developing oil and natural gas reserves at costs that provide an attractive rate of return on our investments.

We expect to achieve these results by:





         • Investing capital in exploration and development drilling and in
           secondary and tertiary recovery of oil as well as natural gas;




         • Using the latest technologies available to the oil and natural gas
           industry in our operations;




  • Finding additional oil and natural gas reserves on the properties we acquire.



In addition to raising additional capital we plan to take on Joint Venture (JV) or Working Interest (WI) partners who may contribute to the capital costs of drilling and completion and then share in revenues derived from production. This economic strategy may allow us to utilize our own financial assets toward the growth of our leased acreage holdings, pursue the acquisition of strategic oil and gas producing properties or companies and generally expand our existing operations.





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Our future financial results will depend primarily on: (i) the ability to continue to source and screen potential projects; (ii) the ability to discover commercial quantities of natural gas and oil; (iii) the market price for oil and natural gas; and (iv) the ability to fully implement our exploration and development program, which is dependent on the availability of capital resources. There can be no assurance that we will be successful in any of these respects, that the prices of oil and gas prevailing at the time of production will be at a level allowing for profitable production, or that we will be able to obtain additional funding to increase our currently limited capital resources.

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