Circle Energy Amends 10-K for Internal Controls

TL;DR

Circle Energy 10-K/A filed: Updated internal controls discussion & auditor report.

AI Summary

Circle Energy, Inc./NV filed an amendment (10-K/A) on July 15, 2024, to its annual report originally filed on March 1, 2024. The amendment primarily updates Item 9A concerning the effectiveness of internal controls over financial reporting and the framework used for evaluation. It also includes updated management certifications and a revised auditor's report.

Why It Matters

This amendment clarifies Circle Energy's internal control procedures and auditor's reporting, providing investors with a more complete picture of the company's financial reporting integrity.

Risk Assessment

Risk Level: low — This filing is an amendment to correct and clarify previously filed information, not a new disclosure of significant negative events.

Key Numbers

• 20231231 — Fiscal Year End (The period covered by the original 10-K and this amendment.)

Key Players & Entities

• Circle Energy, Inc./NV (company) — Filer of the 10-K/A
• 0001911467 (company) — Central Index Key for Circle Energy, Inc./NV
• March 1, 2024 (date) — Date of original 10-K filing
• July 15, 2024 (date) — Filing date of the 10-K/A amendment
• Item 9A (document_section) — Section amended to discuss internal controls

FAQ

Key Financial Figures

• $0.001 — 2(g) of the Exchange Act: Common Stock, $0.001 par value. Indicate by check mark if t
• $1.50 — stock price on that day on the OTCQB of $1.50 per share, was $ 495,000 . As of Febr

Filing Documents

• crcl-20231231.htm (10-K/A) — 282KB
• crcl_ex31z1.htm (EX-31.1) — 7KB
• crcl_ex31z2.htm (EX-31.2) — 7KB
• crcl_ex32z1.htm (EX-32.1) — 3KB
• crcl_ex32z2.htm (EX-32.2) — 3KB
• 0001096906-24-001520.txt ( ) — 1960KB
• crcl-20231231_cal.xml (EX-101.CAL) — 15KB
• crcl-20231231_def.xml (EX-101.DEF) — 36KB
• crcl-20231231_lab.xml (EX-101.LAB) — 108KB
• crcl-20231231_pre.xml (EX-101.PRE) — 106KB
• crcl-20231231.xsd (EX-101.SCH) — 29KB
• crcl-20231231_htm.xml (XML) — 203KB

: Financial Statements and Supplementary Data

Item 8: Financial Statements and Supplementary Data The financial statements and supplementary data required by this item are included beginning at page F-1 of this Annual Report.

: Controls and Procedures

Item 9A: Controls and Procedures Evaluation of disclosure controls and procedures. Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Based on their evaluation and as of the date of that evaluation, these officers concluded that the Company's disclosure controls and procedures were effective. Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting that occurred during the fiscal year ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Management's Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of our company; (ii) provide reasonable assurance that transactions are reco

Financial Statements

Financial Statements The following financial statements are filed with this Annual Report: Report of Independent Registered Public Accounting Firm Balance Sheets as of December 31, 2023 and 2022

Notes to Financial Statements

Notes to Financial Statements Supplemental Information on Oil and Gas Producing Activities (b) Exhibits Incorporated by Reference Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed Here-with 3.1 Amended and Restated Articles of Incorporation 8-K 333-263384 3.1 7/13/23 3.2 Current Bylaws S-1 333-263384 3.2 3/9/22 10.1 Farmout Agreement and Conditional Lease Assignment dated May 16, 2022 S-1/A 333-263384 10.1 05/23/22 10.2 Join Venture Agreement dated May 17, 2022 [confidential information has been redacted] S-1/A 333-263384 10.1 06/14/22 14.1 Code of Ethics 10-K 000-56587 14.1 03/01/2024 31.1 Rule 15d-14(a) Certification by Chief Executive Officer X 31.2 Rule 15d-14(a) Certification by Chief Financial Officer X 32.1 Section 1350 Certification by Chief Executive Officer X 32.2 Section 1350 Certification by Chief Financial Officer X 101. INS Inline XBRL Instance Document X 101. SCH Inline XBRL Taxonomy Extension Schema Document X 101. CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101. DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 101. LAB Inline XBRL Taxonomy Extension Label Linkbase Document X 101. PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). [SIGNATURE PAGE FOLLOWS] 4

SIGNATURES

SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on behalf by the undersigned, thereunto duly authorized. Circle Energy, Inc. By: /s/ Lloyd T. Rochford Mr. Lloyd T. Rochford Chief Executive Officer Date: July 12, 2024 By: /s/ William R. Broaddrick Mr. William R. Broaddrick Chief Financial Officer Date: July 12, 2024 In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated. /s/ Lloyd T. Rochford /s/ William R. Broaddrick Mr. Lloyd T. Rochford Mr. William R. Broaddrick Director Director Date: July 12, 2024 Date: July 12, 2024 5 CIRCLE ENERGY, INC. INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 457 ) F-2 Balance Sheets F-3 F-4 F-5 F-6

Notes to Financial Statements

Notes to Financial Statements F-7 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Circle Energy, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheets of Circle Energy, Inc. (the Company) as of December 31, 2023 and 2022, and the related statements of operations, stockholders' equity, and cash flows for each of the years in the two-year period ended December 31, 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material 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. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing

NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS NOTE 1 – ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Nature of Operations – Circle Energy, Inc. is a Nevada corporation. Circle Energy, Inc. is referred to herein as the "Company." The Company owns interests in oil and natural gas properties located in Texas and is engaged primarily in the acquisition, exploration and development of oil and natural gas properties. Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("US GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Changes in the future estimated oil and natural gas reserves or the estimated future cash flows attributable to the reserves that are utilized for impairment analysis could have a significant impact on the future results of operations. Fair Value Measurements – Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Financial Accounting Standards Board ("FASB") has established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy consists of three broad levels. Level 1 inputs are the highest priority and consist of unadjusted quoted prices in active markets for identical assets and liabilities. Level 2 are inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. Level 3 are unobservable inputs for an asset or liability. Fair Values of Financial Instruments – The carrying amounts reported for the revolving line of credit

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