You should read the following discussion of the Company's financial condition and results of operations in conjunction with the audited financial statements and related notes included in this registration statement. This discussion may contain forward-looking statements, including, without limitation, statements regarding our expectations, beliefs, intentions, or future strategies that are signified by the words "expects," "anticipates," "intends," "believes," or similar language. Actual results could differ materially from those projected in the forward-looking statements. You should carefully consider the information set forth above under Item 1 of this Part I under the caption "Risk Factors" in addition to the other information set forth in this registration statement. We caution you that the Company's business and financial performance is subject to substantial risks and uncertainties.





Overview


Prior to April 2012, we were a reseller of technology-related hardware and software, including laptops, desktops, networking devices, telecommunication systems and networks, servers, and software. In April 2012, in connection with the acquisition of the two-separate twenty-five percent (25%) working interests in certain oil and gas leases located in Yazoo County, Mississippi in the Pickens Field, our principal business became the exploration, development, and production of oil and gas interests.





Results of Operations


Following is our discussion of the relevant items affecting results of operations for the years ended December 31, 2018 and 2017.

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Revenue. The Company generated net revenue of $-0- for both the years ended December 31, 2018 and 2017. The lack of revenues is mainly the result of no oil and gas exploration as the Company continues to develop its business strategy.





Cost of Sales.  Cost of sales for both the years ended December 31, 2018 and
2017 was $-0-.  This is a product of zero sales as a result of no oil and gas
exploration.


Professional Fees. Professional fees for the years ended December 31, 2018 and 2017, were $68,339, compared to $5,630 during the year ended December 31, 2017.

The increase is mainly the result of very little business activity in 2017.

The Company also incurred more accounting and legal fees in 2018 in order to prepare its financial reports for the Securities and Exchange Commission. The change of our business to an oil and gas exploration, development, and production company will result in an increase in professional fees.

Selling, General and Administrative Expenses. Selling, general and administrative expenses for the years ended December 31, 2018 and 2017, were $195 and $4,600, respectively. These costs are comprised of advertising, rent and office expense, and other administrative expenses. We expect these expenses will increase in the future as the Company expands its business.

Other Income (Expenses). For the years ended December 31, 2018 and December 31, 2017 we recorded other income of $51,249 and $1,906, respectively. Other income during 2018 was comprised of the gain on settlement of debt of $53,029 plus again on the change in fair value of derivative liability of $83,847 offset by interest expense of $85,627. Other income incurred in 2017 was comprised of the gain in the change in fair value of derivative liability of $78,441 offset by interest expense of $76,535 and amortization of the debt discount of $1,183.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.





Personnel


We have four project-based contract personnel that we utilize to carry out our business. We utilize contract personnel on a continuous basis, primarily in connection with our reporting obligations under the Securities Exchange Act of 1934. We expect to hire more full-time employees in the future. Although competition for personnel in the oil and gas industry is intense, we do not believe we will have significant difficulty retaining additional employees or contract personnel in the future.

Liquidity and Capital Resources

Since inception, the Company has financed its operations through a series of loans, credit accounts with hardware vendors, and the use of Company credit to procure goods and services. During the year ended December 31, 2018, we received $58,720 in notes payable, all of which was utilized to cover operating costs. During the year ended December 31, 2017, we received $22,887 in notes payable, all of which was utilized to cover operating activities. As of December 31, 2018, and 2017, we had $-0- and $-0- respectively in cash and cash equivalents. We expect to secure additional debt or equity capital to finance substantial business development initiatives or acquire additional oil and gas interests.

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