false
Q1
--02-28
0001603793
0001603793
2026-03-01
2026-05-31
0001603793
2026-07-13
0001603793
2026-05-31
0001603793
2026-02-28
0001603793
us-gaap:RelatedPartyMember
2026-05-31
0001603793
us-gaap:RelatedPartyMember
2026-02-28
0001603793
2025-03-01
2025-05-31
0001603793
us-gaap:OilAndGasMember
2026-03-01
2026-05-31
0001603793
us-gaap:OilAndGasMember
2025-03-01
2025-05-31
0001603793
us-gaap:CommonStockMember
2026-02-28
0001603793
us-gaap:AdditionalPaidInCapitalMember
2026-02-28
0001603793
us-gaap:RetainedEarningsMember
2026-02-28
0001603793
us-gaap:CommonStockMember
2025-02-28
0001603793
us-gaap:AdditionalPaidInCapitalMember
2025-02-28
0001603793
us-gaap:RetainedEarningsMember
2025-02-28
0001603793
2025-02-28
0001603793
us-gaap:CommonStockMember
2026-03-01
2026-05-31
0001603793
us-gaap:AdditionalPaidInCapitalMember
2026-03-01
2026-05-31
0001603793
us-gaap:RetainedEarningsMember
2026-03-01
2026-05-31
0001603793
us-gaap:CommonStockMember
2025-03-01
2025-05-31
0001603793
us-gaap:AdditionalPaidInCapitalMember
2025-03-01
2025-05-31
0001603793
us-gaap:RetainedEarningsMember
2025-03-01
2025-05-31
0001603793
us-gaap:CommonStockMember
2026-05-31
0001603793
us-gaap:AdditionalPaidInCapitalMember
2026-05-31
0001603793
us-gaap:RetainedEarningsMember
2026-05-31
0001603793
us-gaap:CommonStockMember
2025-05-31
0001603793
us-gaap:AdditionalPaidInCapitalMember
2025-05-31
0001603793
us-gaap:RetainedEarningsMember
2025-05-31
0001603793
2025-05-31
0001603793
2025-03-01
2026-02-28
0001603793
NRIS:JBBPartnersIncMember
2026-05-31
0001603793
NRIS:SeriesAConvertiblePreferredStockMember
2026-03-01
2026-05-31
0001603793
NRIS:SeriesAConvertiblePreferredStockMember
2025-03-01
2025-05-31
0001603793
us-gaap:ConvertibleDebtMember
2026-03-01
2026-05-31
0001603793
us-gaap:ConvertibleDebtMember
2025-03-01
2025-05-31
0001603793
srt:OilReservesMember
2026-03-01
2026-05-31
0001603793
srt:OilReservesMember
2025-03-01
2025-05-31
0001603793
srt:NaturalGasReservesMember
2026-03-01
2026-05-31
0001603793
srt:NaturalGasReservesMember
2025-03-01
2025-05-31
0001603793
NRIS:LoanNoteMember
NRIS:JBBPartnersIncMember
2017-12-28
2017-12-28
0001603793
NRIS:LoanNoteMember
NRIS:JBBPartnersIncMember
2017-12-28
0001603793
NRIS:LoanNoteMember
NRIS:JBBPartnersIncMember
NRIS:ModificationOfExistingLoanMember
2018-06-26
0001603793
NRIS:LoanNoteMember
NRIS:JBBPartnersIncMember
NRIS:ModificationOfExistingLoanMember
2018-06-26
2018-06-26
0001603793
NRIS:LoanNoteMember
NRIS:JBBPartnersIncMember
2019-05-21
2019-05-21
0001603793
NRIS:SecuredPromissoryNoteMember
NRIS:OdysseyEnterprisesLLCMember
2019-06-13
2019-06-13
0001603793
NRIS:SecuredPromissoryNoteMember
NRIS:OdysseyEnterprisesLLCMember
2019-06-13
0001603793
NRIS:JBBPartnersIncMember
NRIS:LoanNoteMember
2019-10-01
2019-10-01
0001603793
NRIS:JBBPartnersIncMember
NRIS:LoanNoteMember
2019-10-01
0001603793
NRIS:LoanNoteMember
NRIS:JBBPartnersIncMember
2020-05-29
2020-05-29
0001603793
NRIS:LoanNoteMember
NRIS:JBBPartnersIncMember
2020-12-22
2020-12-22
0001603793
NRIS:JBBPartnersIncMember
NRIS:LoanNoteMember
2021-05-01
2021-05-01
0001603793
NRIS:JBBPartnersIncMember
NRIS:LoanNoteMember
2021-05-01
0001603793
NRIS:LoanNoteMember
NRIS:JBBPartnersIncMember
2022-05-02
2022-05-02
0001603793
NRIS:LoanNoteMember
NRIS:JBBPartnersIncMember
2023-09-06
2023-09-06
0001603793
NRIS:LoanNoteMember
NRIS:JBBPartnersIncMember
2023-09-06
0001603793
NRIS:JBBPartnersIncMember
NRIS:LoanNoteMember
2024-11-19
0001603793
NRIS:JBBPartnersIncMember
NRIS:LoanNoteMember
2024-11-19
2024-11-19
0001603793
NRIS:LoanNoteMember
NRIS:JBBPartnersIncMember
2025-11-12
2025-11-12
0001603793
NRIS:JBBPartnersIncMember
2026-03-01
2026-05-31
0001603793
NRIS:LoanNoteMember
NRIS:JBBPartnersIncMember
2026-05-31
0001603793
2018-09-01
2018-09-30
0001603793
us-gaap:SubsequentEventMember
2026-07-01
2026-07-01
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
xbrli:pure
NRIS:Segment
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark
One)
| ☒ |
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended May 31, 2026
or
| ☐ |
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the transition period from __________ to __________
Commission
File Number: 000-55695
Norris
Industries, Inc.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
46-5034746 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
No.) |
102
Palo Pinto St, Suite B
Weatherford,
Texas |
|
76086 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(855)
809-6900
(Registrant’s
telephone number, including area code)
N/A
(Former
name, former address and former fiscal year, if changed since last report)
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| N/A |
|
N/A |
|
N/A |
Securities
registered pursuant to Section 12(g) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $.001 Par Value |
|
NRIS |
|
OTCMKTS |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer ☐ |
Accelerated
filer ☐ |
| |
|
| Non-accelerated
filer ☒ |
Smaller
reporting company ☒ |
| |
|
| |
Emerging
growth company ☐ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As
of July 13, 2026, the registrant had 108,245,688
shares of common stock issued and outstanding.
NORRIS
INDUSTRIES, INC.
TABLE
OF CONTENTS
FORM
10-Q REPORT
May
31, 2026
| |
|
Page
Number |
| PART
I - FINANCIAL INFORMATION |
|
| |
|
|
| Item
1. |
Consolidated
Financial Statements (unaudited) |
|
| |
Condensed Consolidated Balance Sheets May 31, 2026 (Unaudited) and February 28, 2026. |
F-1 |
| |
Condensed Consolidated Statements of Operations for three months ended May 31, 2026 and 2025 (unaudited) |
F-2 |
| |
Condensed Consolidated Statements of Changes in Stockholders’ Deficit for three months ended May 31, 2026 and 2025 (unaudited) |
F-3 |
| |
Condensed Consolidated Statements of Cash Flows for three months ended May 31, 2026 and 2025 (unaudited) |
F-4 |
| |
Notes
to Condensed Consolidated Financial Statements (unaudited) |
F-5 |
| Item
2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
3 |
| Item
3. |
Quantitative and Qualitative Disclosures About Market Risk |
8 |
| Item
4. |
Controls and Procedures |
8 |
| |
|
|
| PART II - OTHER INFORMATION |
|
| |
|
|
| Item
1. |
Legal Proceedings |
9 |
| Item
1A. |
Risk Factors |
9 |
| Item
2. |
Unregistered Sales of Equity Securities |
9 |
| Item
3. |
Defaults Upon Senior Securities |
9 |
| Item
4. |
Mine Safety Disclosures |
9 |
| Item
5. |
Other Information |
9 |
| Item
6. |
Exhibits |
9 |
| |
|
|
| SIGNATURES |
10 |
NORRIS
INDUSTRIES, INC.
CONDENSED
CONSOLIDATED BALANCE SHEETS
MAY
31, 2026 AND FEBRUARY 28, 2026
| | |
May 31, 2026 | | |
February 28, 2026 | |
| | |
(unaudited) | | |
| |
| ASSETS | |
| | | |
| | |
| Current Assets | |
| | | |
| | |
| Cash | |
$ | 33,863 | | |
$ | 45,376 | |
| Account receivable - oil & gas | |
| 27,537 | | |
| 23,800 | |
| Total Current Assets | |
| 61,400 | | |
| 69,176 | |
| | |
| | | |
| | |
| Oil and Gas Property - Full Cost Method | |
| | | |
| | |
| Properties subject to depletion | |
| 3,093,704 | | |
| 3,210,066 | |
| Less: accumulated depletion and impairment | |
| (3,028,856 | ) | |
| (3,026,793 | ) |
| Total Oil and Gas Property, net | |
| 64,848 | | |
| 183,273 | |
| Total Assets | |
$ | 126,248 | | |
$ | 252,449 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | |
| | | |
| | |
| | |
| | | |
| | |
| Current Liabilities | |
| | | |
| | |
| Accounts payable and accrued expenses | |
$ | 227,500 | | |
$ | 228,163 | |
| Total Current Liabilities | |
| 227,500 | | |
| 228,163 | |
| | |
| | | |
| | |
| Convertible note payable - related party | |
| 3,900,000 | | |
| 3,700,000 | |
| Accounts payable and accrued expenses - related parties-long term | |
| 789,825 | | |
| 756,683 | |
| Asset retirement obligations | |
| 299,972 | | |
| 416,334 | |
| | |
| | | |
| | |
| Total Liabilities | |
| 5,217,297 | | |
| 5,101,180 | |
| | |
| | | |
| | |
| Stockholders’ Deficit | |
| | | |
| | |
| Preferred stock, $0.001 par value per share 20,000,000 shares authorized | |
| - | | |
| - | |
| Common stock, $0.001 par value per share, 150,000,000 shares authorized; 108,245,688 shares issued and outstanding | |
| 108,246 | | |
| 108,246 | |
| Additional paid-in capital | |
| 7,659,050 | | |
| 7,659,050 | |
| Accumulated deficit | |
| (12,858,345 | ) | |
| (12,616,027 | ) |
| Total Stockholder’s Deficit | |
| (5,091,049 | ) | |
| (4,848,731 | ) |
| | |
| | | |
| | |
| Total Liabilities and Stockholders’ Deficit | |
$ | 126,248 | | |
$ | 252,449 | |
The
accompanying notes are an integral part of these interim unaudited condensed consolidated financial statements.
NORRIS
INDUSTRIES, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR
THE THREE MONTHS ENDED MAY 31, 2026 AND 2025
(UNAUDITED)
| | |
2026 | | |
2025 | |
| | |
Three Months Ended May 31, | |
| | |
2026 | | |
2025 | |
| | |
| | |
| |
| Revenues | |
| | | |
| | |
| Oil and gas sales | |
$ | 90,358 | | |
$ | 92,770 | |
| | |
| | | |
| | |
| Total Revenues | |
| 90,358 | | |
| 92,770 | |
| | |
| | | |
| | |
| Operating Expenses | |
| | | |
| | |
| Lease operating expenses | |
| 148,432 | | |
| 134,937 | |
| General and administrative expenses | |
| 149,039 | | |
| 83,324 | |
| Depletion, depreciation, and accretion | |
| 2,063 | | |
| 14,569 | |
| | |
| | | |
| | |
| Total Operating Expenses | |
| 299,534 | | |
| 232,830 | |
| | |
| | | |
| | |
| Loss from Operations | |
| (209,176 | ) | |
| (140,060 | ) |
| | |
| | | |
| | |
| Other Expense | |
| | | |
| | |
| Interest expense | |
| (33,142 | ) | |
| (27,348 | ) |
| Total Other Expense | |
| (33,142 | ) | |
| (27,348 | ) |
| | |
| | | |
| | |
| Net Loss | |
$ | (242,318 | ) | |
$ | (167,408 | ) |
| | |
| | | |
| | |
| Net loss per common share - basic and diluted | |
$ | (0.00 | ) | |
$ | (0.00 | ) |
| | |
| | | |
| | |
| Weighted average number of common shares outstanding - basic and diluted | |
| 108,245,688 | | |
| 108,245,688 | |
The
accompanying notes are an integral part of these interim unaudited condensed consolidated financial statements.
NORRIS
INDUSTRIES, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR
THE THREE MONTHS ENDED MAY 31, 2026 AND 2025
(UNAUDITED)
| | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
| | |
Common Stock | | |
Additional Paid-in | | |
Accumulated | | |
Total Stockholders’ | |
| | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
| Balance, February 28, 2026 | |
| 108,245,688 | | |
$ | 108,246 | | |
$ | 7,659,050 | | |
$ | (12,616,027 | ) | |
$ | (4,848,731 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net loss | |
| - | | |
| - | | |
| - | | |
| (242,318 | ) | |
| (242,318 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance, May 31, 2026 | |
| 108,245,688 | | |
$ | 108,246 | | |
$ | 7,659,050 | | |
$ | (12,858,345 | ) | |
$ | (5,091,049 | ) |
| |
|
Common
Stock | | |
Additional Paid-in | | |
Accumulated | | |
Total Stockholders’ | |
| |
|
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Equity | |
| Balance, February 28, 2025 |
|
| 108,245,688 | | |
$ | 108,246 | | |
$ | 6,909,050 | | |
$ | (11,873,831 | ) | |
$ | (4,856,535 | ) |
| Balance |
|
| 108,245,688 | | |
$ | 108,246 | | |
$ | 6,909,050 | | |
$ | (11,873,831 | ) | |
$ | (4,856,535 | ) |
| |
|
| | | |
| | | |
| | | |
| | | |
| | |
| Net loss |
|
| - | | |
| - | | |
| - | | |
| (167,408 | ) | |
| (167,408 | ) |
| |
|
| | | |
| | | |
| | | |
| | | |
| | |
| Balance, May 31, 2025 |
|
| 108,245,688 | | |
$ | 108,246 | | |
$ | 6,909,050 | | |
$ | (12,041,239 | ) | |
$ | (5,023,943 | ) |
| Balance |
|
| 108,245,688 | | |
$ | 108,246 | | |
$ | 6,909,050 | | |
$ | (12,041,239 | ) | |
$ | (5,023,943 | ) |
The
accompanying notes are an integral part of these interim unaudited condensed consolidated financial statements.
NORRIS
INDUSTRIES, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR
THE THREE MONTHS ENDED MAY 31, 2026 AND 2025
(UNAUDITED)
| | |
2026 | | |
2025 | |
| Cash Flow from Operating Activities | |
| | | |
| | |
| Net loss | |
$ | (242,318 | ) | |
$ | (167,408 | ) |
| Adjustments to reconcile net loss to net cash /(used in) operating activities: | |
| | | |
| | |
| Depletion, depreciation and accretion | |
| 2,063 | | |
| 14,569 | |
| Changes in operating assets and liabilities: | |
| | | |
| | |
| Accounts receivable - oil & gas | |
| (3,737 | ) | |
| 13,117 | |
| Accounts payable and accrued expenses | |
| (663 | ) | |
| 14,135 | |
| Accounts payable and accrued expenses - related parties | |
| 33,142 | | |
| 27,348 | |
| Net Cash Used in Operating Activities | |
| (211,513 | ) | |
| (98,239 | ) |
| | |
| | | |
| | |
| Cash Flows from Financing Activities | |
| | | |
| | |
| Proceeds from related party loans | |
| 200,000 | | |
| 100,000 | |
| Net Cash provided by Financing Activities | |
| 200,000 | | |
| 100,000 | |
| | |
| | | |
| | |
| Net Increase in Cash | |
| (11,513 | ) | |
| 1,761 | |
| Cash – beginning of period | |
| 45,376 | | |
| 85,627 | |
| | |
| | | |
| | |
| Cash – end of period | |
$ | 33,863 | | |
$ | 87,388 | |
| | |
| | | |
| | |
| Noncash Investing and Financing Activities | |
| | | |
| | |
| Change in estimate of asset retirement obligations | |
$ | (116,362 | ) | |
$ | 16,715 | |
The
accompanying notes are an integral part of these interim unaudited condensed consolidated financial statements.
NORRIS
INDUSTRIES, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note
1 – Organization, Nature of Operations and Summary of Significant Accounting Policies
Norris
Industries, Inc. (“NRIS” or the “Company”), was incorporated on February 19, 2014, as a Nevada corporation. The
Company was formed to conduct operations in the oil and gas industry. The Company’s principal operating properties are in the Ellenberger
formation in Coleman County, and in Jack County and Palo-Pinto County, Texas. The Company’s production operations are all located
in the State of Texas.
On
April 25, 2018, the Company incorporated a Texas registered subsidiary, Norris Petroleum, Inc., as an operating entity.
Basis
of Presentation
The
accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the
United States of America (“GAAP”) and the rules of the Securities and Exchange Commission (“SEC”) and should
be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report filed with
the SEC on Form 10-K for the year ended February 28, 2026. In the opinion of management, all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented
have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected
for the full year. The Company’s consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries
and entities in which the Company has a controlling financial interest. All significant inter-company accounts and transactions have
been eliminated in consolidation.
Liquidity
and Capital Considerations
The
accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern,
which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month
period following the issuance date of these condensed consolidated financial statements.
The
timeline and potential magnitude of the various conflicts around the world, as happened recently in the middle east, and its impact on
the Company’s future operations is currently unknown. The Company has incurred continuing losses since 2016, including a loss of
$661,431 and $242,318 for the fiscal year ended February 28, 2026, and the three-month period ended May 31, 2026, respectively. During
the three months ended May 31, 2026, the Company incurred cash losses of approximately $212,000 from its operating activities. As of
May 31, 2026, the Company had a cash balance of approximately $34,000 and negative working capital of approximately $166,000.
The
Company’s principal capital and exploration expenditures during next fiscal year are expected to relate to selected well workovers
on its Jack and Palo Pinto County acreages. The condensed consolidated financial statements of the Company have been prepared
on a going concern basis. As of May 31, 2026, the Company incurred a net loss of $242,318 and experienced recurring negative
cash flows from operations. The Company believes that it has sufficient cash on hand and available funds from its credit line to fund
its costs for such expenditures as well as other operating costs, for the 12-month period subsequent to the issuance of these condensed
consolidated financial statements. The Company has availability of $800,000 on its existing credit line with JBB. If such funding were
not available and historical losses continued, then there would be substantial doubt about the company’s ability to continue. Given
its history of losses, we are dependent on continued outside funding to cover our deficit spending.
In
the event that the Company requires additional capital to fund higher operational losses or oil and gas property lease purchases for
the next 12 months, the Company expects to seek additional capital from one or more sources via restricted private placement sales of
equity and debt securities from those other than JBB. However, there can be no assurance that the Company would be able to secure the
necessary capital to fund its costs on acceptable terms, or at all. If, for any reason, the Company is unable to fund its operations,
it would have to undertake other aggressive cost-cutting measures and then be subject to possible loss of some of its rights and interests
in prospects to curtail operations and forced to forego opportunities or in worst case, cease operations. As a result of management’s
plan above, our current amount of cash on hand, and our historical ability to raise capital, management has concluded that substantial
doubt of our ability to continue as a going concern has been alleviated.
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expense during the period.
Actual results could differ from those estimates.
Risks
and Uncertainties
The
Company’s operations are subject to significant risks and uncertainties, including financial, operational, technological, and other
risks associated with operating an emerging business, including the potential risk of business failure.
Net
Loss per Common Share
Basic
net loss per common share amounts are computed by dividing the net loss available to. The Company’s shareholders by the weighted
average number of common shares outstanding over the reporting period. In periods in which the Company reports a net loss, dilutive securities
are excluded from the calculation of diluted earnings per share as the effect would be anti-dilutive. The following table summarizes
the common stock equivalents excluded from the calculation of diluted net loss per common share as the inclusion of these shares would
be anti-dilutive for the three months ended May 31, 2026, and 2025:
Schedule
of Antidilitive Securities Excluded from Computation of Earning Per Share
| | |
2026 | | |
2025 | |
| Series A Convertible Preferred Stock | |
| - | | |
| 66,666,667 | |
| Convertible debt | |
| 24,750,000 | | |
| 18,500,000 | |
| Total common shares to be issued | |
| 24,750,000 | | |
| 85,166,667 | |
Concentrations
of Credit Risk
Financial
instruments which potentially subject the Company to concentrations of credit risk include cash deposits placed with financial institutions.
The Company maintains its cash in bank accounts which, at times, may exceed federally insured limits as guaranteed by the Federal Deposit
Insurance Corporation (“FDIC”). At May 31, 2026, $-0- of the Company’s cash balances was uninsured. The Company has
not experienced any losses on such accounts.
Recently Issued
Financial Accounting Standards
From time to time, new accounting
pronouncements are issued by the FASB or other standards setting bodies and adopted by the Company as of the specified effective date.
Unless otherwise discussed, management believes that the impact of recently issued standards that are not yet effective will not have
a material impact on the Company’s financial position, results of operations or cash flows upon adoption.
Note
2 – Revenues from Contracts with Customers
Disaggregation
of Revenues from Contracts with Customers
The
following table disaggregates revenue by significant product types for the three months ended May 31, 2026 and 2025:
Schedule of Disaggregation of Revenue
| | |
| | |
| |
| | |
Three Months Ended May 31, | |
| | |
2026 | | |
2025 | |
| Oil sales | |
$ | 80,842 | | |
$ | 71,507 | |
| Natural gas sales | |
| 9,516 | | |
| 21,263 | |
| Total | |
$ | 90,358 | | |
$ | 92,770 | |
| Revenue from contracts with customers | |
$ | 90,358 | | |
$ | 92,770 | |
There
were no significant contract liabilities or transaction price allocations to any remaining performance obligations as of May 31, 2026
and February 28, 2026.
Note
3 – Oil and Gas Properties
The
following table summarizes the Company’s oil and gas activities by classification for the three months ended May 31, 2026:
Summary
of Oil and Gas Activities
| | |
February 28, 2026 | | |
Additions | | |
Change in Estimates | | |
May 31, 2026 | |
| | |
| | |
| | |
| | |
| |
| Oil and gas properties, subject to depletion | |
$ | 2,930,237 | | |
$ | - | | |
$ | - | | |
$ | 2,930,237 | |
| Asset retirement costs | |
| 279,829 | | |
| - | | |
| (116,362 | ) | |
| 163,467 | |
| Accumulated depletion and impairment | |
| (3,026,793 | ) | |
| (2,063 | ) | |
| - | | |
| (3,028,856 | ) |
| Total oil and gas assets | |
$ | 183,273 | | |
| (2,063 | ) | |
$ | (116,362 | ) | |
$ | 64,848 | |
The
depletion recorded for production on proved properties for the three months ended May 31, 2026 and 2025, amounted to $2,063 and
$14,569, respectively.
During
the three months ended May 31, 2026 and 2025, there were no ceiling test write-downs of the Company’s oil and gas properties.
Note
4 – Asset Retirement Obligations
The
following table summarizes the change in the Company’s asset retirement obligations during the three months ended May 31, 2026:
Schedule
of Asset Retirement Obligations
| Asset
retirement obligations as of February 28, 2026 |
|
$ |
416,334 |
|
| Accretion
expense |
|
|
- |
|
| Current
period revision of previous estimates |
|
|
(116,362 |
) |
| Asset
retirement obligations as of May 31, 2026 |
|
$ |
299,972 |
|
During
the three and three months ended May 31, 2026 and 2025, the Company recognized accretion expense of $-0- and $-0-, respectively.
Note
5 – Related Party Transactions
Promissory
Note to JBB
On
December 28, 2017, the Company borrowed $1,550,000 from JBB to complete the purchases of a series of oil and gas leases (the “Loan
Note”). The loan has an interest rate of 3% per annum, a maturity date of December 28, 2018 and is secured by all assets of the
Company. The loan is convertible to the Company’s common stock at the conversion rate of $0.20 per share.
On
June 26, 2018, the Company and JBB entered into a modification of the existing Loan Note, to add provisions to permit the Company to
obtain additional advances under the Loan Note up to a maximum of $1,000,000. The Company may request an advance in increments of $100,000
no more frequently than every 30 days, provided that (i) it provides a description of the use of proceeds for the advance reasonably
acceptable to JBB, and (ii) the Company is not otherwise in default of the Loan Note. 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 common 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 21, 2019, the Company entered into an extension agreement with JBB to extend the maturity of its outstanding Loan Note to September
30, 2020.
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.
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.
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 the 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.
On
May 2, 2022, the Company entered into an extension agreement with JBB to extend the maturity of its outstanding Loan Note to September
30, 2023.
On
September 6, 2023, 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 $2,000,000, and extend the maturity date for the original note and line of credit to September 30, 2026.
On
November 19, 2024, the Company entered into agreements with JBB to convert $1,300,000 million outstanding notes and respective accrued
interests of $89,014 into 17,362,675 shares of common shares. The conversion was executed at a ratio of $0.08 per share, as outlined
in the original funding agreements.
The
loan agreement was amended on November 12, 2025, to increase available borrowing by $500,000. During the three months ended May
31, 2026, the JBB advanced $200,000 to fund the Company’s operations under the Loan Note. As of May 31, 2026, the Company had availability
of $800,000 on its existing credit line with JBB.
The
Company recognized interest expense of $33,142 and $27,348 for the three months ended May 31, 2026 and 2025, respectively. Accrued interest
as of February 28, 2026 and May 31, 2026 was $756,683 and $789,825, respectively. As of February 28, 2026, and May 31, 2026, there was
$3,700,000 and $3,900,000, respectively, outstanding under notes payable to JBB.
On May 20, 2026, the Company entered into an extension
agreement with JBB to extend the maturity of its outstanding Loan Note to January 18, 2028.
Note
6 – Commitments and Contingencies
Office
Lease
In
September 2018, the Company moved to the offices of International Western Oil (“IWO”) in Weatherford, TX that is being rented
on a month-to-month sublease basis at rate of $950 per month from IWO. During the three months ended May 31, 2026, the Company incurred
$2,850 rent expense under this lease that is included in lease operating expenses on the condensed consolidated statements of operations.
Leasehold
Drilling Commitments
The
Company’s oil and gas leasehold acreage is subject to expiration of leases if the Company does not drill and hold such acreage
by production or otherwise exercises options to extend such leases, if available, in exchange for payment of additional cash consideration.
Note
7 – Segment Reporting
The
Company has one reportable segment, which encompasses the ownership and investment in oil and natural gas properties in the state of
Texas. The segment’s revenues are derived from the Company’s interests in the sales of crude oil and natural gas.
The
Company’s chief executive officer function as the chief operating decision maker (“CODM”) and manage the Company’s
business activities as a single operating segment.
The
accounting policies of the one reportable segment are identical to those described for the consolidated Company. The CODM uses condensed
consolidated net income (loss), as reported in the unaudited condensed consolidated statement of operations, to measure segment profitability,
assess performance, and manage strategic capital resource allocations. The measure of segment assets is reported as “Total assets”
on the unaudited condensed consolidated balance sheets. The significant expense categories regularly provided to and reviewed by the
CODM are those presented in the unaudited condensed consolidated statements of operations.
Note
8 - Subsequent Events
In
preparing these condensed consolidated financial statements, the Company has evaluated events and transactions for potential recognition
or disclosure through the date these condensed consolidated financial statements were issued and the following events are reported. On
July 1st, 2026, the company made and received a draw request for $100,000 against it’s line of credit.
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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 facts, 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
Norris
Industries, Inc. (the “Company”, “we”, or “us”) is an oil and natural gas company that focuses on
the acquisition, development, and exploration of crude oil and natural gas properties in Texas. As of March 1, 2025 the SEC Non-Escalated
Analysis of Estimated Proved Reserve of our various leases in Jack County and Palo-Pinto County, the Marshall-Walden, and the Bend Arch
Lion 1A and Bend Arch Lion 1B leaseholds, is a total of 22.11 Mbbl in oil net reserves, plus 64.19 MMcf in natural gas net reserves out
of total of BOE equivalent of 33 Mbbl in gross reserves, which is down from prior year by 21 Mbbl due to reduction of expected production
as result of well workover issues.
For
near- to medium-term cash flow enhancement, the Company will plan to focus on existing fields and to selectively consider larger-reserve
oil and gas properties with low production to acquire at reasonable cost 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 oil-field
related, and niche enterprises to consider for bolt on, or diversified acquisition targets to grow Company revenues. This may be with
the use of capital partners to buyout via the Company’s strategic joint venture partnerships, and to raise outside capital to fund
any potential future acquisition.
The
Company’s long-term objective is to increase shareholder value by growing reserves, production, and cash flow. As result we are
actively seeking to identify and have under consideration a selected number of acquisition opportunities in the oilfield services type
companies and other non-oilfield companies that may better align with our operational plans to implement a diversified growth strategy.
Notwithstanding
the above stated objectives, the ramifications of the prior pandemic containment measures and consequent disruptions to the United States
and world economies due to the COVID – 19 viral outbreaks had an adverse impact on the overall business of the Company and the
industry in which it operates. The demand for oil and gas has impacted all producers as commodity prices of oil and gas had fallen and
increased substantially but so has inflation resulting in higher costs for materials, equipment, personnel and service providers which
the US Federal Reserve has been adjusting interest rate policies that has tightened financial conditions. In addition, in early 2022
the industry faced added complications as result of the Russian Federation invasion of Ukraine and the Hamas terrorist attack on Israel
in October 2023, and the war response from Israeli forces on Gaza has created further instability in the Middle East. In June 2025, Isreal
and the United States undertook a strike on Iran’s nuclear facilities. As a result, of energy prices changing we are unable to
predict exact supply and demand balances that will continue to be highly volatile and thus affect our revenues into the future. Further,
our low production and current price range of oil/gas prices, we anticipate that we may not be able to cover operating costs and will
have to take cost-cutting measures and seek continued operational financing.
The
prior COVID-19 pandemic and wars in Ukraine, Middle East and other conflicts, such as recent embargo and change in Venezuela, and Iran
conflict and the various governmental and political responses and those of our subcontractors, customers and suppliers, we expect there
may be delays or disruptions and temporary suspensions of operations due to shortages of labor and increased cost from suppliers. In
addition, our constrained financial condition and results of operations have been and are likely to continue to be adversely affected.
Thus, subject to adjustments due to the general economic consequences and the more specific impact on the oil and gas industry, the current
general strategic objectives of the Company are set forth below.
Our
Business Strategy
We
are a small 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 regions.
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 generally available
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.
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 much 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.
The
Company’s long-term objective is to increase shareholder value by growing reserves, production, and cash flow. As result we may
seek to identify and consider acquisition opportunities of oilfield services companies and other non-oilfield companies to implement
a diversified growth strategy.
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 prospects as a public company could become
attractive as a potential merger candidate for acquisition of a private enterprise.
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 will have the capacity to produce a reasonable amount of hydrocarbon and
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.
Operational
Plans
Overall,
we seek to acquire on a selective basis, oil and gas reserve concessions with existing production. 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.
As
result of the COVID-19 Pandemic, and its capital constraints, the Company took a pause on any acquisition activity in the past four years.
However, the Company is in process of a strategic review of its options for 2026. As the Company reviews any potential acquisitions,
it will follow a 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 limit its operating budget for current wells to basic maintenance and has not determined whether to spend for any
new drill programs in the near future. In furtherance of this objective, the Company recently plugged four (4) unprofitable wells.
Results
of Operations
Comparison
of the Three Months Ended May 31, 2026, with the Three Months Ended May 31, 2025
Revenues
The
Company generated revenues of $90,358 from oil and gas sales for the three months ended May 31, 2026, compared to $92,770 for the three
months ended March 31, 2025. The decrease in revenues mainly came from a minor decrease in oil and gas production.
Operating
Expenses
Operating
expenses for the three months ended May 31, 2026, and 2025 were 299,534 and $232,830, respectively. Our lease operating expenses increased
to $148,432 for the three-month period ended May 31, 2026, compared to $134,937 for the three-month period ended May 31, 2025, that was
primarily related to higher variable lease operating expenses incurred during the current period. Our general and administrative expenses
increased to $149,039 for the three-month period ended May 31, 2026, compared to $83,324 for the three-month period ended March 31, 2025,
primarily because of increased in professional fees. Our depletion, depreciation and accretion expense decreased by $12,506, primarily
related to an decrease in accretion expense and depletion expenses recognized during the three-month ended May 31, 2026, then the same
period in 2025.
Other
Expenses
For
the three months ended May 31, 2026 and 2025, the Company recorded interest expense of $33,142 and $27,348, respectively, related to
outstanding related party debt. The increase in interest expense was primarily attributable to higher outstanding borrowings during the
current quarter.
Liquidity
and Capital Resources
As
of May 31, 2026, the Company had cash on-hand of $33,863.
Net
cash used in operating activities during the three months ended May 31, 2026, was $211,513, compared to cash used in operating activities
of $98,239 for the same period in 2025.
Net
cash provided by financing activities for three months ended May 31, 2026, and 2025 was $200,000 and $100,000, respectively.
The
Company will require additional financing to support its operations and to pursue its acquisition program. As of May 31, 2026, the Company
had availability of $800,000 on its existing credit line with JBB due to a recent increase of its availability from its Lender. If the
Company requires additional financing beyond what is available under its existing credit line, it does not have any committed sources
of financing at this time. If it is unable to obtain financing, it will have to reduce or curtail its operations and acquisition program.
There is no assurance that it will be able to obtain financing in the future, and even if financing is available, it may not be on terms
acceptable to the Company.
To
date, the funding during the past three fiscal years to support operations and facilitate some acquisitions has been provided by the
largest shareholder of the Company. This individual does not have any legal obligation to continue to provide funding to the Company.
Yet the majority owner has indicated a willingness, and provided some assurances, to selectively review and determine added funding for
certain low risk initiatives on those oil and gas wells in which the Company has either a 100% or a majority working interest in order
to increase its existing production. Our majority shareholder expects, but is not legally obligated, to provide funding for the Company’s
capital expenditure program for fiscal year 2026. Such funding may be provided in the form of loans, issuance of equity or other means.
The
condensed consolidated financial statements of the Company have been prepared on a going concern basis. As of May 31, 2026, the Company
incurred a net loss of $242,318 and experienced recurring negative cash flows from operations. However, the Company believes that it
has sufficient cash on hand and available funds from its credit line to fund its costs for such expenditures as well as other operating
costs, for the 12-month period subsequent to the issuance of these condensed consolidated financial statements.
On
May 26, 2025, 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 $4,700,000 and extend the maturity date for the original note and line of credit to September 30, 2026. On November 12,
2025, 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 $4,700,000.
The
loan agreement was amended on November 12, 2025, to increase available borrowing to $4,700,000. During the three months ended May
31, 2026, the JBB advanced $200,000 to fund the Company’s operations under the Loan Note. As of May 31, 2026, the Company had availability
of $800,000 on its existing credit line with JBB.
Off-Balance
Sheet Arrangements
As
of May 31, 2026, 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.
Item
3. Quantitative and Qualitative Disclosures About Market Risk.
We
are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information
under this item.
Item
4. Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures
Disclosure
controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the
Securities and Exchange Act of 1934, as amended (“Exchange Act”) is recorded, processed, summarized and reported, within
the time period specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls
and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated
and communicated to management, including the Chief Executive Officer and Chief Financial Officer, which in our case is the same individual.
We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of May 31,
2026 (the “Evaluation Date”). Based upon the evaluation of our disclosure controls and procedures as of the Evaluation Date,
the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective because
of the identification of material weaknesses in our internal control over financial reporting that were disclosed in Item 9A. Controls
and Procedures in our 2026 annual report on Form 10-K in Internal Control over Financial Reporting and listed below.
(i)
The Company does not have accounting personnel with extensive experience in maintaining books and records and preparing financial statements
in accordance with US GAAP which could lead to untimely identification and resolution of accounting matters inherent in the Company’s
financial transactions in accordance with US GAAP.
(ii)
The Company does not have policies and procedures in place to ensure the timely review, disclosure and accurate financial reporting for
significant agreements and transactions.
(iii)
The Company does not have an independent audit committee in place, which would provide oversight of the Company’s officers, operations
and financial reporting function.
(iv)
The Company does not have sufficient accounting personnel to have a separation of their respective accounting duties.
The
Company does not have an active remediation plan in operation at this time. If and when the Company has greater financial resources,
it plans to engage additional persons and/or engage consultants to address the various deficiencies that are identified above.
There
were no changes in our internal control over financial reporting during the three months ended May 31, 2026, that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings.
We
are not currently involved in any litigation that we believe could have a material adverse effect on our financial condition or results
of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency,
self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries,
threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’
officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.
Item
1A. Risk Factors.
You
should carefully consider the risk factors in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on May
28, 2026 (the “2026 10-K”), together with all of the other information included in this report, before investing in our common
stock. Those risks and uncertainties encompass many of the risks that could affect our business and the value of our stock. Not all risks
and uncertainties are described. Risks that we do not know about could occur and issues we now view as minor could become more important.
If any of these risks actually occur, our business, financial condition or results of operations could be materially and adversely affected.
In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.
Item
2. Unregistered Sales of Equity Securities
None
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Mine Safety Disclosures.
Not
applicable.
Item
5. Other Information.
None.
Item
6. Exhibits.
| Exhibit
Number |
|
Exhibit
Title |
| |
|
|
| 31.1* |
|
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| |
|
|
| 31.2* |
|
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| |
|
|
| 32.1+ |
|
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| |
|
|
| 32.2+ |
|
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| |
|
|
| 101.INS
* |
|
Inline
XBRL Instance Document |
| |
|
|
| 101.SCH* |
|
Inline
XBRL Taxonomy Schema |
| |
|
|
| 101.CAL* |
|
Inline
XBRL Taxonomy Calculation Linkbase |
| |
|
|
| 101.DEF* |
|
Inline
XBRL Taxonomy Definition Linkbase |
| |
|
|
| 101.LAB* |
|
Inline
XBRL Taxonomy Label Linkbase |
| |
|
|
| 101.PRE* |
|
Inline
XBRL Taxonomy Presentation Linkbase |
| |
|
|
| 104* |
|
Cover
Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
*
Filed herewith.
+
In accordance with SEC Release 33-8238, Exhibit 32.1 and 32.2 are being furnished and not filed.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| |
Norris
Industries, Inc. |
| |
|
|
| Date:
July 15, 2026 |
By: |
/s/
Patrick L. Norris |
| |
|
Patrick
L. Norris |
| |
|
Chief
Executive Officer, Chief Financial Officer (Principal Executive Office, Principal Financial and Principal Accounting Officer) and
Chairman of Board |
| |
|
|
| Date:
July 15, 2026 |
By: |
/s/
Ross Henry Ramsey |
| |
|
Ross
Henry Ramsey |
| |
|
President
of the Oil and Gas Division and Director |