CRCE

Item 1A Risk Factors and elsewhere in this Annual Report.
Overview Circle was incorporated on December 7, 2021, as a Nevada company for the purpose of acting as an independent exploration and production company to engage in oil and natural gas development, production, acquisition, and exploration activities currently focused in Texas.
We have acquired a 75% working interest in an 80-acre oil and gas lease located in Andrews County, Texas, and have entered into a joint venture agreement to explore the area of mutual interest surrounding the current lease for further acquisitions and development.
Results of Operations and Known Trends or Future Events We are in our startup phase of operations and have not generated any revenues to date.
Activities since inception include corporate organizational activities, our completed private offering, those activities necessary to prepare for the registration of shares for the Selling Stockholders, acquisition of our first oil and gas lease interest, and arrangements to expand operations in the current area of interest through a joint venture with a third party.
We have incurred operating expenses related to legal and accounting services, and oil and gas lease acquisition costs.
We expect to incur expenses to develop the oil and gas lease and anticipate increased expenses as a result of being a public company (for legal, financial reporting, accounting, and auditing compliance), as well as for due diligence expenses related to future oil and gas business growth.
We expect our expenses to increase substantially as a result.
Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024 Sales, production costs and production taxes .
The Company does not currently have any producing wells and thus has no production, sales, production costs or production taxes nor has it ever had any to date.
Depreciation, depletion and amortization .
We have no production and our current oil and gas properties thus are not yet subject to amortization.
General and administrative expenses were $73,663 for year ended 2025, as compared to $63,936 for the year ended December 31, 2024.
The increase is primarily related to an increase in legal costs related to evaluation of acquisition targets in 2025 as compared to 2024.
The Company had net loss of $73,663 for year ended 2025, as compared to $63,936 for the year ended December 31, 2024.
This increase in loss was the result of increased general and administrative costs.
Known Trends and Uncertainties Our future results are dependent on our ability to obtain additional capital to drill exploratory wells and to retain our leasehold interests.
We are also subject to commodity price volatility, inflation in drilling and service costs, and capital market conditions affecting small public oil and gas companies.
Increases in drilling costs due to labor shortages, equipment availability, or inflationary pressures could materially increase the capital required to develop our properties.
In addition to pursuing development of our existing oil and natural gas leasehold interests, we periodically evaluate strategic opportunities that may complement or enhance stockholder value.
Such opportunities may include asset acquisitions, joint ventures, financing transactions, or other strategic arrangements.
No definitive agreement has been entered into with respect to any such transaction as of the date of this report.
Liquidity and Capital Resources Financing of Operations.
We used cash on hand from previous equity offerings, along with the funds from the issuance of the founder’s shares, to fund our operations during 2024 and 2025.
Those operations consisted of maintaining the listing of the common stock of the Company on OTC Markets.
There were no cash inflows during 2024 and 2025.
We used cash in operating activity of $75,823 during the year ended December 31, 2025 and $69,314 for the year ended December 31, 2024.
During 2025 we used cash in investing activities in the amount of $5,000 during the year ended December 31, 2025 with no similar cost expended in 2024.
As of December 31, 2025, we had cash on hand of $111,201 and working capital of $125,263, as compared to cash on hand of $192,024 and working capital of $203,926 as of December 31, 2024.
In addition to cash resources, the Company holds leasehold oil and gas interests carried at $39,500, representing acquisition costs of real property interests with development potential.
These interests are not passive financial assets but constitute operating oil and gas property rights.
The Company has a short-term lease for executive office-sharing space in Tulsa, Oklahoma, at nominal cost to the Company.
Effects of Inflation and Pricing Because we are not currently producing oil or natural gas, inflation has primarily affected our general and administrative expenses, including professional fees and public company compliance costs.
If we commence drilling operations, inflationary pressures in labor, drilling services, and equipment could materially increase development costs.
Off-Balance Sheet Financing Arrangements As of December 31, 2025, we had no off-balance sheet financing arrangements.
Critical Accounting Policies and Estimates Although we currently have no producing wells or proved reserves, we have adopted accounting policies applicable to oil and natural gas exploration and development companies.
Our discussion of financial condition and results of operations is based upon the information reported in our financial statements.
The preparation of these statements requires us to make assumptions and estimates that affect the reported amounts of assets, liabilities, revenues and expenses as well as the disclosure of contingent assets and liabilities at the date of our financial statements.
We base our assumptions and estimates on historical experience and other sources that we believe to be reasonable at the time.
Actual results may vary from our estimates due to changes in circumstances, weather, politics, global economics, mechanical problems, general business conditions, and other factors.

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Gone since FY2024

Item 1A: Risk Factors The following risks and uncertainties may affect our performance, results of operations and the trading price of our common stock.
Risks Relating to Our Business, Operations and Strategy We are a recently incorporated startup company with limited operating history and no revenues, and purchasers of the Shares will have no basis on which to evaluate our ability to achieve our business objective.
We were incorporated on December 7, 2021, and during our startup phase have only acquired our first oil and gas property in May 2022.
Thus, we have no financial operating result on which to evaluate investment in the Company.
Because we lack a significant operating history, you have no basis upon which to evaluate our ability to achieve our business objective of acquiring, drilling, and developing oil and gas properties and generating revenue therefrom.
Rochford and Broaddrick may not be indicative of future performance of an investment in us.
Information regarding performance by, or businesses associated with, Messrs.
Rochford and Broaddrick is presented for informational purposes only.
Any past experience and performance is not a guarantee either: (i) that we will be able to successfully identify profitable oil and gas properties or companies; or (ii) of any results with respect to any such acquisitions we may consummate.
You should not rely on the historical record and performance of Messrs.
Rochford or Broaddrick as indicative of the specific future performance of an investment in us or the returns, if any, we may or could generate going forward.
An investment in us is not an investment in Messrs.
Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs.
This conflict of interest could have a negative impact on our ability to complete our initial business combination.
Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other responsibilities.
We do not intend to have any full-time employees prior to the completion of our initial acquisition.
Each of our officers and directors is engaged in other business endeavors for which they may be entitled to substantial compensation and our officers and directors are not obligated to contribute any specific number of hours per week to our affairs.
We are dependent upon our officers and directors and their departure could adversely affect our ability to operate.
Our initial operations are dependent upon a small group of individuals, namely Messrs.
We believe that our success depends on the continued service of these officers and directors, at least until we have completed our initial target acquisition.
We do not have an employment agreement with, or key-man insurance on the life of either of these persons.
The unexpected loss of the services of one or more of these parties could have a detrimental effect on us.
We may issue notes or other debt securities, or otherwise incur substantial debt, to acquire further oil and gas projects or companies, which may adversely affect our leverage and financial condition and thus negatively impact the value of our stockholders’ investment in us.
Although we have no commitments as of the date of this Form 10-K filing to issue any notes or other debt securities, or to otherwise incur outstanding debt following this offering, we may choose to incur substantial debt to initiate our principal business activities.
The incurrence of debt could have a variety of negative effects, including: · default and foreclosure on our assets if our operating revenues after an initial business acquisition are insufficient to repay our debt obligations; · acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; · our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; · our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt security is outstanding; · our inability to pay dividends on our common stock; · using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; · limitations on our flexibility in planning for and reacting to changes in our business and in the specific industry in which we operate; · increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and · limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.
We may be unable to obtain additional financing to fund our oil and gas operations or growth acquisitions, which could compel us to restructure or abandon a particular project.
Although we believe that the net proceeds from our founder and from our prior nonpublic offering will be sufficient to allow us to complete our initial operations, in order to complete our drilling obligation on our current lease or to acquire further properties or existing oil and gas companies.
If our funds on hand prove to be insufficient, either because of the inability to partner with others for development of our current oil and gas lease, or the depletion of the available cash in search of new projects, we may be required to seek additional financing or to abandon a proposed acquisition.
We cannot assure you that such financing will be available on acceptable terms, if at all.
To the extent that additional financing proves to be unavailable when needed to complete our initial acquisition, we would be compelled to either restructure the transaction or abandon that particular target and seek an alternative candidate.
The failure to secure additional financing could have a material adverse effect on the continued development or growth of our business.
None of our officers, directors or stockholders is required to provide any financing to us in connection with or after any business transaction.
Our founding stockholders will control the election of our board of directors until consummation of our initial business acquisition and will hold a substantial interest in us.
As a result, they will elect all of our directors prior to the consummation of our initial acquisition and may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support.
Our founding stockholders own approximately 75.2% of our outstanding common stock.
In addition, the founder shares, all of which are held by our initial stockholders, will entitle the holders to elect all of our directors prior to the consummation of our initial business acquisition.
As a result, other shareholders will not have any influence over the election of directors prior to our initial business acquisition.
Provisions in Nevada law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our common stock and could entrench management.
Section 78.411 et seq. of the NRS affects the ability of an “interested stockholder” to engage in certain business combinations, for a period of two years following the time that the stockholder becomes an “interested stockholder.” We may elect in any future amendments to our articles of incorporation not to be subject these sections.
These provisions may limit the ability of third parties to acquire control of our Company.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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