Cautionary Notice Regarding Forward Looking Statements

The information contained in this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may materially differ from those indicated in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although the Company's management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.

This filing contains a number of forward-looking statements which reflect management's current views and expectations with respect to our business, strategies, products, future results and events, and financial performance. All statements made in this filing other than statements of historical fact, including statements addressing operating performance, events or developments which management expects or anticipates will or may occur in the future, and non-historical information are forward looking statements. In particular, the words "believe," "expect," "intend," "anticipate," "estimate," "may," and variations of those words and similar expressions identify forward-looking statements. The foregoing are not the exclusive means of identifying forward looking statements, and their absence does not mean that a statement is not forward-looking. These forward-looking statements are subject to certain risks and uncertainties. Our actual results, performance or achievements could differ materially from historical results as well as those expressed in, anticipated, or implied by these forward-looking statements.

Readers should not place undue reliance on these forward-looking statements, which are based on management's current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions (including those described below), and apply only as of the date of this filing. Factors which could cause or contribute to such differences include, but are not limited to, the risks discussed in our Annual Report on Form 10-K and in the press releases and other communications to shareholders issued by us from time to time which attempt to advise interested parties of the risks and factors which may affect our business. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.





Overview

The Company underwent a change of control in July 2017, when Patrick Norris, and his affiliate JBB Partners ("JBB") acquired the majority of ownership of the Company and provided loans and equity funding for the oil/gas mineral rights purchases and covering the operational expenses of Company.

The Company will, from time to time, seek strategic investors and other funding to help it develop additional exploration and acquisition projects located within the Bend Arch-Fort Worth Basin and other prime acquisition targets in the Central West, South and East Texas.

THE OIL AND GAS INDUSTRY IS IN A SUBSTANTIAL DOWNTURN DUE TO THE COVID-19 PANDEMIC.

Our business and operations have been adversely affected by and are expected to continue to be adversely affected by the COVID-19 pandemic and the public health response.

As a result of the COVID-19 outbreak and the adverse public health developments, including voluntary and mandatory quarantines, travel restrictions and other restrictions, our operations, and those of our subcontractors, customers and suppliers, have experienced and are anticipated to continue to experience delays or disruptions and temporary suspensions of operations. In addition, our financial condition and results of operations have been and are likely to continue to be adversely affected by the coronavirus outbreak.

The timeline and potential magnitude of the COVID-19 outbreak and its consequences are currently unknown. The continuation or amplification of this virus could continue to more broadly affect the United States and global economy, including the demand for oil and gas.





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The Company has experienced the effects of a negatively impacted domestic and international demand for crude oil and natural gas, which has contributed to price volatility, impacted the price we receive for oil and natural gas, and has materially and adversely affected the demand for and marketability of our production. For the Company, this means that our production may have to be shut-in for some of our wells at any point in time and we may hold, or continue to store some, or all of our oil production as inventory to be sold at a later date because to date we have refused to accept a loss price for our production. Our 2020 fiscal year end was negatively impacted by the pandemic response, and the negative impact of the pandemic was continued to be experienced in the first quarter of the 2021 fiscal year. In the second and third quarter of the 2021 fiscal year, there was some recovery in oil prices and production from the previous quarter. Nevertheless, at this time, we continue to expect that our financial results for the full fiscal year to be adversely impacted by the existence of and the government response to the COVID-19 pandemic.





Our Business Strategy

We are an Exploration and Production ("E&P") oil and natural gas company that focuses on the acquisition, development, and exploration of crude oil and natural gas properties in Texas. The Company is currently managed by business and oil and gas exploration veterans who specialize in the oil and gas acquisition and exploration markets of the Central West Texas region. The Company's goal is to tap into the high potential leases of the Central West Texas region of the United States, aiming to unlock its potential, specifically in the prolific Bend Arch-Fort Worth region. This area is approximately 120 miles long and 40 miles wide running from Archer County, Texas in the north to Brown County, Texas in the south. The Company is also looking at other acquisition opportunities in the Permian Basin, West Texas, East Texas and South Texas region.

Management believes that focusing on the development of existing small producing fields is one of the key differentiators of the Company. Oil and natural gas reserve development is a technologically oriented industry. Management believes that the use of current technology has greatly increased the success rate of finding commercial oil or natural gas deposits. In this context, success means the ability to make an oil/gas well that produces a commercialized quantity of hydrocarbons. In general, the Company expects to conduct 3D Seismic surveys to determine more accurate drilling locations and drilling depths beside its initial georadiometry technology application via its last 10 drilling projects. For short-term cash flow enhancement, the Company plans to seek large-reserve oil and gas properties with low production to acquire at the lowest cost possible and then implement effective Enhanced Oil Recovery ("EOR") methods to improve its current revenues and assets. For long-term cash flow enhancement, the Company plans to identify other potential business opportunities for selected acquisition that may or may not be directly oilfield related businesses to diversify its income stream while selecting capital and strategic operating partners to assist in completion of any potential buyout via the Company's strategic joint venture partnerships, in order to increase revenues for the Company via acquisition

We plan to execute the following business strategies:

Develop and Grow Our Hydrocarbon Resource Acreage Positions Using Outside Development Expertise. We plan to continue to seek and acquire niche assets in hydrocarbon-rich resource plays to improve our asset quality and expand our drilling inventory. We plan to leverage our management team's expertise and apply the latest available EOR technologies to economically develop our existing property portfolio in Central West and East Texas in addition to any assets in other regions we may acquire. We operate the majority of our acreage, thus giving us certain control over the planning of capital expenditures, execution and cost reduction. Our operational plan allows us to adjust our capital spending based on drilling results and the economic environment. As a small producer, we regionally evaluate industry drilling results to implement simple yet effective operating practices which may increase our initial production rates, ultimate recovery factors and rate of return on invested capital.

Acquire Small Producing Companies with Compelling Underlying Values. We identify acquisition opportunities of exploration and production companies with underlying assets to unlock the development potential and accelerate production using new technologies and capital infusion from capital partners.

Our operation strategy is to identify "niche" hydrocarbon land leases in Texas with studies to develop reserves via drilling or re-entering existing low production wells to increase production and enhance valuation of our production assets. We also plan to position the Company by growing our management team with added petroleum experts in the United States to partner up with other oil and gas players once we have established our business to positive cash flow from our existing presence in the Texas oil field markets.

Our management's time in the petroleum markets and our ability to contract experienced geology expertise, allows us to identify and secure acreage with potential reserves. Management believes that the Company's near-term prospects as a public company could become attractive, even if our current business is still small and at a risky stage of transition and development.





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We may also identify acquisition opportunities of oilfield services companies and other non-oilfield companies that align with our operation strategy.





Our Competitive Strengths

Management believes that we have a number of competitive strengths that will allow us to successfully execute our business strategies:

Simple Capital Structure. We have a simple capital structure and de-risked inventory of quality locations with what we believe is upside potential to take advantage of the current recovery of oil prices to acquire potential production at reasonable cost. Management believes there are opportunities for profits to be made now that oil prices appear to have stabilized and if they continue to gradually rise higher.

Moderate Risk Exploration Practice. Unlike many major oil companies that often drill very deep wells with a high degree of risk, we focus on shallow well exploration (sub 5,000 feet) that is less expensive and has lower risk factors. The basis for management's belief that the wells that can be drilled in the prospective leases and will have the capacity to produce a reasonable amount of hydrocarbon is due to our recent studies of the general areas where we are prospecting the projects. That is our most important exploration practice.

Under The Radar Asset Base. Management believes our local West Texas E&P team has a special talent in acquiring local "prime time" hydrocarbon land leases with sub-300 barrels of oil per day ("bopd") wells that have large hydrocarbon reserves. Management believes that these "under the radar" prospective leases have multi-year drilling inventory and reasonable production history with high upside potential and not readily accessible to the public for auctions, thus adding to our competitive advantage on these "under the radar" opportunities. It is because management also believes that these highly valuable leases are not economically justifiable for the major oil and gas companies in the region because such companies need the wells they drill to produce at least 300 barrels ("Bbls") of oil per day per well.





Technologies

Oil and natural gas reserve development is a technologically oriented industry; many techniques developed by the industry are now used in other industries, including the space program. Management believes that technological innovations have made it possible for the oil and natural gas industry to furnish the fuels that power the world economy. Management also believes that technology has greatly increased the success rate of finding commercial oil or natural gas deposits. In this context, success rate means the ability to make an oil/gas well that can produce a commercialized quantity of hydrocarbon.

At NRIS, we focus on core basic field EOR management practices and contract outside experts to provide us the understanding of complex mineralogy in shale reservoirs to better determine zones prone to fracture stimulation. This technology can suggest where to frack by providing us with available data to deliver us a greater chance of success. Our field engineers, geologists and petrophysicists work together for better drilling decisions.





Sales Strategy

Our sales strategy in relation to spot pricing will be to produce less when the sales price is lower and produce more when the sales price is higher. To maintain the lowest production cost, we will aim to have our inventory be as low as possible, in some instances virtually zero. Our E&P core team has business relationships with BML, Transport Oil, and Lion Oil Trading & Transportation, for oil sales and WTG Jameson for gas sales. The Company entered into production agreements with BML, Lion Oil and WTG Jameson so that, as our tier 1 buyer, they can handle pick-up and sales of our crude oil stock to refineries and gas via local gas pipelines.

As such, crude oil will be picked up from our leases as needed during the calendar month. At the end of the month the crude total sales will be tallied by lease and the 30-day average of the daily closing of oil will be tabulated. On or about the 25th of the following month the proceeds checks will be issued to the financial parties of record.





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Operational Plans

Overall, we seek to acquire on a selective basis, oil and gas reserve concessions with existing production, as well as consider selected acquisitions of oilfield service businesses. To maintain our operations and complete any acquisitions we intend to raise capital via equity or debt, be this from our control owner, or other third-party financing sources, including the capital markets. The Company is still in the process of assessing the wells it holds, or recently acquired and is reviewing its options to make improvements in the future to address underperformance.

The Company shifted its E&P plan on regional acquisition(s) to a focus in the North Texas and Outside of Permian Basin region. This region has been producing oil continuously for nearly 100 years and the U.S. Geological Survey ("USGS") has recently announced that this region has the largest estimate of continuous oil production that it has ever assessed. Our area of interest is production locations in Texas but outside of the Texas Permian Basin market where property prices are too high for a smaller player as a result of USGS estimates that there are 20 billion barrels of undiscovered, technically recoverable oil.

As result of COVID-19 the Company will likely take a pause on any new drilling activity until such time has elapsed that energy prices have stabilized. If the Company does review any acquisitions, it will follow model which is based on a concept that has been proven in the past to be an effective and successful path of development for many other well- known E&P players:

a) The financed acquisition of mature smaller oil fields that have potential for

instituting EOR incremental production processes; and

b) Develop strategic partnerships with existing operators to share production


   increases garnered through the implementation of this EOR plan.

The Company has plans to curtail its operating budget for each wells to basic maintenance and does not plan any new drill programs in the current fiscal year.





Results of Operations

Comparison of the Three Months Ended November 30, 2021, with the Three Months Ended November 30, 2020





Revenues

The Company generated revenues of $105,030 from oil and gas sales for the three months ended November 30, 2021, compared to $59,978 for the three months ended November 30, 2020. The increase in revenues was from a higher prices for oil and gas price as the price increase was in part attributable to the changes in demand pick up due to the economic recovery from some of the effects of opening up of parts of the economy after initial shutdowns during the COVID-19 pandemic.





Operating Expenses

Total operating expenses for the three months ended November 30, 2021, and 2020 were $233,968 and $268,440, respectively. Our lease operating expenses decreased and were $160,498 for the three-month ended November 30, 2021, compared to $215,691 for the three-month ended November 30, 2020, that was primarily related to lower variable lease operating expenses because of the lower well workover expenses incurred during the current period that the extra expense incurred for well shutdowns during prior year period. However, our general and administrative expense increased to $58,816 for the three-month period ended November 30, 2021, compared to $14,434 for the three-month period ended November 30, 2020, primarily because of added personnel time, and outside services incurred.

Depletion and Accretion Expenses

For the three months ended November 30, 2021, and 2020, the Company recorded depletion and accretion expense of $14,654 and $38,315, respectively, related to depletion of oil and gas properties and revision of asset retirement obligations estimate.





Other Income (Expense)

For the three months ended November 30, 2021, and 2020, the Company recorded interest expense of $27,403 and $23,677, respectively, related to outstanding related party debts.





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Net Loss

We had a net loss in the amount of $156,341 for the three months ended November 30, 2021, compared to a net loss of $232,139 for the three months ended November 30, 2020. The decreased in losses was primarily related to lower operating expenses incurred from the Company's oil and gas properties because of reduction in lease operating expenses in response to curtailing of production due to low energy prices and general cost cutting measures during the current period.

Comparison of the Nine Months Ended November 30, 2021 with the Nine Months Ended November 30, 2020





Revenues

The Company generated revenues of $302,868 from oil and gas sales for the nine months ended November 30, 2021, compared to $182,589 for the nine months ended November 30, 2020. The increase in revenues mainly came from a increase in the market price of the Company's oil and gas, and higher production from our oil and gas properties.





Operating Expenses

Operating expenses for the nine months ended November 30, 2021, and 2020 were $704,352 and $798,958, respectively. Our lease operating expenses decreased and were $448,143 for the nine-month period ended November 30, 2021, compared to $500,081 for the nine-month period ended November 30, 2020, that was primarily related to lower variable lease operating expenses as a result of the lower production expenses during the current period. Our general and administrative expense increased to $209,151 for the nine-month period ended November 30, 2021, compared to $167,667 for the nine-month period ended November 30, 2020, primarily because of implemented cost cutting measures.

Depletion and Accretion Expenses

For the nine months ended November 30, 2021, and 2020, the Company recorded depletion and accretion expense of $47,058 and $122,210, respectively, related to depletion of oil and gas properties and revision of asset retirement obligations estimate.





Other Income (Expense)

For the nine months ended November 30, 2021 and 2020, the Company recorded interest expense of $79,838 and $68,345, respectively, related to outstanding related party debts.





Net Loss

We had a net loss in the amount of $481,322 for the nine months ended November 30, 2021, compared to a net loss of $675,714 for the nine months ended November 30, 2020. The decrease in losses was primarily related to lower operating expenses incurred from the Company's oil and gas properties as a result of reduction in lease operating expenses combined with higher production levels and higher prices received for our products during the current period.

Liquidity and Capital Resources

As of November 30, 2021, the Company had cash on-hand of $96,878.

Net cash used by operating activities during the nine months ended November 30, 2021, was $363,753, compared to cash used in operating activities of $457,009 for the same period in 2020. The decrease was mainly related to us being able to increase production while having decreased lease operating expenses and other costs in the current period.

Net cash provided by financing activities for nine months ended November 30, 2021 was $300,000, related to proceeds of $300,000 from the Company's line of credit with JBB, compared to cash provided by financing activities of $407,200 for the same period in 2020, primarily related to proceeds of $400,000 from the Company's line of credit with JBB.

The Company will seek capital from various third party sources and to the extent necessary from its officers and significant stockholders, from time to time. There is no assurance that it will be able to obtain financing of any amount or of any specific nature. If obtained the terms may have restrictive covenants or obligations that will be difficult to meet or may be too onerous for the Company to accept. Any financing accepted by the Company may have a dilutive effect on the outstanding equity of the Company and may restrict the payment of dividends.





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The Company currently has a secured, convertible note entered into effective December 28, 2017, which is secured by all the assets of the Company. The note is issued to an affiliate of the Chief Executive Officer of the Company, and the holder of the note is a controlling majority shareholder of the Company. The existence of the notes, as well as the security interest, may limit the opportunity to raise financing that requires a security interest or would suffer dilution because of the convertibility of the notes. Additionally, the note is convertible into shares of common stock of the Company, which if converted will cause a substantial dilution to the equity of the outstanding Common Stock. On February 26, 2018, the note holder converted its prior note for $750,000, that was due July 28, 2018, into 1,000,000 Series A Preferred Stock. The note for $1,550,000 was extended to September 30, 2020, from the original due date of December 28, 2018.

On June 26, 2018, and May 21, 2019, the Company and JBB entered into modifications of the existing Secured Promissory Note originally dated December 28, 2017 ("Loan Note"), to add provisions to permit the Company to obtain advances under the Loan Note up to a maximum of $1,000,000 and extend the maturity dates. The Company may request an advance in an amount of $100,000 no more frequently than every 30 days, provided that it provides a description of the use of proceeds for the advance reasonably acceptable to JBB, and the Company is not otherwise in default of the Loan Note. The Company received advances under the line of credit of $200,000 during the three months ended May 31, 2019. On October 1, 2019, the Company entered into another amendment of its Loan Note with JBB to increase the line of credit by an additional $500,000, for a total of $1,500,000, and extend the maturity date for the original note and line of credit to December 31, 2020. On May 29, 2020, the Company entered into an extension agreement with JBB to extend the maturity of its outstanding Loan Note to September 30, 2021. On December 22, 2020, the Company entered into an extension agreement with JBB to extend the maturity of all its outstanding indebtedness under credit line and Loan Note to May 31, 2022, while there can be no guarantees the Company expects to renegotiate the terms, or to extend the maturity date on or before the due date of May 31, 2022.

The original loan amount and the advances are secured by all the assets of the Company and are convertible into common stock of the Company at the rate of $0.20 per share, subject to adjustment for any reverse and forward stock splits. The Loan Note may be repaid at any time, without penalty, however, any advance that is repaid before maturity may not be re-borrowed as a further advance.

On June 13, 2019, JBB lent the Company $250,000 under a secured promissory note. The funds were used to acquire the remaining working interest in the Marshall Walden oil and gas property from Odyssey Enterprises LLC. The loan has an interest rate of 5% per annum, a maturity date of June 30, 2022, and is secured by all assets of the Company. The loan is convertible into the Company's common stock at a conversion rate of $0.20 per common share.

The original loan amount and the advances are secured by all the assets of the Company and are convertible into common stock of the Company at the rate of $0.20 per share, subject to adjustment for any reverse and forward stock splits. The Loan Note may be repaid at any time, without penalty, however, any advance that is repaid before maturity may not be re-borrowed as a further advance.

On May 1, 2021, the Company entered into a new funding agreement with a maturity date of May 31, 2022 and an interest rate of five percent annual percentage rate (5% APR) with JBB for a further $1 million drawable in $100,000 increments at the discretion of JBB to cover the Company's current and projected working capital requirements in near-term. The loan is convertible into common stock of the Company at the rate of $0.08 per share, subject to adjustment for any reverse and forward stock splits. The Company has availability of $700,000 on its new $1,000,000 credit line entered into May 1, 2021.

Off-Balance Sheet Arrangements

As of November 30, 2021, we did not have any off-balance sheet arrangements as defined in Item 303 (a)(4)(ii) of Regulation S-K promulgated under the Securities Act of 1934.

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