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UNITED
STATESSECURITIES AND
EXCHANGE COMMISSIONWASHINGTON,
D.C. 20549

FORM 10-K

|[X]          |  | Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2014.                                          
|------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|             |  |                                                                                                                                                                      
|[
         ] |  | 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: 000-53632



BAKKEN RESOURCES, INC.(Exact name
of small business issuer as specified in its
charter)

Nevada
    26-2973652(State or other jurisdiction of
    (I.R.S. employerincorporation or organization)
    identification number)


825 Great Northern Boulevard, Expedition Block , Suite 304  Helena, MT
59601(Address of principal executive offices and zip code)

(406)
442-9444(Registrants telephone
number, including area code)

Securities
registered pursuant to Section
12(b) of the Act:None

Securities
registered pursuant to Section
12(g) of the Act:Common Stock, $.001 par value

Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act. YES [   ] NO [X]

Indicate
by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of
the Exchange Act. YES [   ] NO
[X]

Indicate
by check mark whether the
registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the
Exchange Act during the past 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 [X]

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Indicate by check mark if
the disclosure of delinquent filers in response to Item 405 of Regulation S-K is
not contained in this herein, and will not be contained, to the best of
registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

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 definition of
accelerated filer, larger accelerated filer and smaller reporting company
in Rule 12b-2 of the Exchange Act. (Check one):

|Large
      accelerated filer [   ] | Accelerated
      filer [   ] | Non-accelerated filer [   ] | Smaller
      reporting company [X]
|----------------------------------- | ----------------------------- | --------------------------- | -----------------------------------

Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). YES [   ] NO [X]

The aggregate market value
of the voting and non-voting common equity held by non-affiliates of the
Registrant, as of December 31,
2014 is $6,413,631 based on the average
closing price of the Registrants common stock as currently listed on the OTC
Bulletin Board exchange. Shares of Common Stock held by each officer and
director and by each person who is known by the registrant to own 10% or more of
the outstanding Common Stock, if any, have been excluded in that such persons
may be deemed to be affiliates of the registrant. The determination of affiliate
status is not necessarily a conclusive determination for any other purpose. The
shares of our company are currently listed on the OTC Bulletin Board exchange,
symbol BKKN.

Number of shares outstanding of the issuer’s common stock as of August 31, 2016 is 56,735,350 shares.

DOCUMENTS INCORPORATED BY
REFERENCENone.

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TABLE OF CONTENTS

|**PART I**   |          |    |                                                                                                                          |  |   
|------------ | -------- | -- | ------------------------------------------------------------------------------------------------------------------------ |  | --
|             |          |    |                                                                                                                          |  |   
|             | Item 1.  |    | Business                                                                                                                 |  | 5 
|             | Item 1A. |    | Risk Factors                                                                                                             |  | 13
|             | Item 2.  |    | Properties                                                                                                               |  | 22
|             | Item 3.  |    | Legal Proceedings                                                                                                        |  | 27
|             | Item 4.  |    | Mine Safety Disclosures                                                                                                  |  | 28
|**PART II**  |          |    |                                                                                                                          |  |   
|             | Item 5.  |    | Market for Registrants Common Equity,
      Related Stockholder Matters and Issuer Purchases of Equity
      Securities |  | 28
|             |          |    |                                                                                                                          |  |   
|             | Item 6.  |    | Selected Financial Data                                                                                                  |  | 29
|             | Item 7.  |    | Managements Discussion and Analysis of
      Financial Condition and Results of Operations                              |  | 29
|             | Item 7A. |    | Quantitative and Qualitative Disclosures
      About Market Risk                                                         |  | 35
|             | Item 8.  |    | Financial Statements and Supplementary
      Data                                                                        |  | 36
|             | Item 9.  |    | Changes in and Disagreements with
      Accountants on Accounting and Financial Disclosure                               |  | 50
|             | Item 9A. |    | Controls and Procedures                                                                                                  |  | 50
|             | Item 9B. |    | Other Information                                                                                                        |  | 51
|**PART III** |          |    |                                                                                                                          |  |   
|             | Item 10. |    | Directors, Executive Officers and Corporate
      Governance                                                             |  | 51
|             | Item 11. |    | Executive Compensation                                                                                                   |  | 55
|             | Item 12. |    | Security Ownership of Certain Beneficial
      Owners and Management and Related Stockholder Matters                     |  | 56
|             | Item 13. |    | Certain Relationships and Related
      Transactions, and Director Independence                                          |  | 57
|             | Item 14. |    | Principal Accountant Fees and
      Services                                                                             |  | 57
|PART IV      |          |    |                                                                                                                          |  |   
|             | Item 15. |    | Exhibits and Financial Statement
      Schedules                                                                         |  | 58
|SIGNATURES   |          | 60

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CAUTIONARY STATEMENTS
REGARDING FORWARD-LOOKING INFORMATION

We, Bakken Resources, Inc.
(Company) are including the following discussion to inform our existing and
potential security holders generally of some of the risks and uncertainties that
can affect our company and to take advantage of the safe harbor protection for
forward-looking statements that applicable federal securities law affords.

From time to time, our
management or persons acting on our behalf may make forward-looking statements
to inform existing and potential security holders about our company. All
statements other than statements of historical facts included in this report
regarding our financial position, business strategy, plans and objectives of
management for future operations, industry conditions, and indebtedness covenant
compliance are forward-looking statements. When used in this report,
forward-looking statements are generally accompanied by terms or phrases such as
estimate, project, predict, believe, expect, anticipate, target,
plan, intend, seek, goal, will, should, may or other words and
similar expressions that convey the uncertainty of future events or outcomes.
Items contemplating or making assumptions about, actual or potential future
sales, market size, collaborations, and trends or operating results also
constitute such forward-looking statements.

Forward-looking statements
involve inherent risks and uncertainties, and important factors (many of which
are beyond our Company's control) that could cause actual results to differ
materially from those set forth in the forward-looking statements, include but
are not limited the following: general economic or industry conditions, economic
conditions nationally or in the communities in which our company conducts
business, changes in the interest rate environment, legislation or regulatory
requirements, conditions of the securities markets, our ability to raise
capital, changes in accounting principles, policies or guidelines, financial or
political instability, acts of war or terrorism, as well as other economic,
competitive, governmental, regulatory or technical factors affecting our
company's operations, products, services, and prices.

We have based these
forward-looking statements on our current expectations and assumptions about
future events. While our management considers these expectations and assumptions
to be reasonable, they are inherently subject to significant business, economic,
competitive, regulatory, and other risks, contingencies, and uncertainties. Most
of these things are difficult to predict and are beyond our control.
Accordingly, results actually achieved may differ materially from expected
results in forward-looking statements. Such statements speak only as of the date
they are made. You should consider carefully the statements in Item 1A. (Risk
Factors) and other sections of this report, which describe factors that could
cause our actual results to differ from those set forth in our forward-looking
statements. We do not undertake, and specifically disclaim, any obligation to
update any forward-looking statements to reflect events or circumstances
occurring after the date of such statements, other than required by law or
applicable regulation.

Readers are urged to carefully
review and consider the various disclosures made by us in our reports filed with
the United States Securities and Exchange Commission ("SEC"), which attempt to
advise of the risks and factors that may affect our business, financial
condition, results of operation, and cash flows. If one or more of these risks
or uncertainties materializes, or if our underlying assumptions prove incorrect,
our actual results may vary materially from those expected or projected.

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BAKKEN RESOURCES, INC.ANNUAL
REPORT OF FORM 10-KFOR FISCAL
YEAR ENDED DECEMBER 31, 2014PART I

ITEM 1. BUSINESS.

Overview and Background

Bakken Resources, Inc. (the
Company, BRI, we, us, or our) owns mineral rights to approximately
7,200 gross acres and 1,600 net mineral acres of land located about 8 miles
southeast of Williston, North Dakota. The Companys land assets consist
generally these net mineral acres spanning from the sub-surface to the base of
the so-called rock unit in an area commonly referred to as the Bakken
formation.

These mineral rights currently
bear to us an average of 12% royalty from the oil and gas produced on such lands
until November 2020, at which time a 5% overriding royalty currently held by
Holms Energy, LLC, a related private Nevada company (Holms Energy) will revert back to
the Company. We expect that the increase of 5% will increase the Company's
average royalties on affected properties from 12% to 17%."

The U.S. Geological Survey
(USGS) described the Bakken Formation as a thin but widespread unit within
the central and deeper portions of the Williston Basin in Montana, North Dakota,
and the Canadian Provinces of Saskatchewan and Manitoba. The formation consists
of three members: (1) lower shale member, (2) middle sandstone member, and (3)
upper shale member. Each succeeding member is of greater geographic extent than
the underlying member. Both the upper and lower shale members are organic-rich
marine shale of fairly consistent lithology; they are the petroleum source rocks
and part of the continuous reservoir for hydrocarbons produced from the Bakken
Formation. The middle sandstone member varies in thickness, lithology, and
petro-physical properties, and local development of matrix porosity enhances oil
production in both continuous and conventional Bakken reservoirs.
(source: USGS Fact Sheet, April
2008). Generally, the source rock
commonly referred to as the Three Forks Formation is located geologically
below the Bakken formation.

We currently have leases with
three contracted oil drilling operators on various parcels of land constituting
the 7,200 gross acres (and approximately 1,600 net mineral acres) on which we
have mineral rights royalty interests. The contracted oil drilling companies
with whom we are parties in interest pursuant to lease agreements (collectively,
the Lessees) that we acquired rights to in November 2010 include: Oasis
Petroleum, Continental Resources, Inc., and Statoil ASA,. We have no rights to
influence the activities conducted by these Lessees of our mineral rights, but
if the Lessees do not accomplish the agreed upon drilling programs within the
timeline, Lessees can lose their leases.

The predecessor to our company
was incorporated on June 6, 2008, under the laws of the state of Nevada, under
the name Multisys Language Solutions, Inc. (MLS). Holms Energy contributed the
primary assets that formed the basis of our current business operations. In
connection with the closing of the transactions resulting in the contribution of
the mineral rights held by Holms Energy in November 2010, Holms Energy received
forty million (40,000,000) shares of common stock of the Company. Holms Energy
retained a 5% overriding royalty on all gross revenue generated from the
Company's gas and oil production royalty revenues.

Also in connection with the
November 2010 transactions, the Company purchased approximately 800 net mineral
acres from the Revocable Living Trust of Rocky G. Greenfield and Evenette G.
Greenfield. The Company sold these 800 net mineral acres to a third party in February of 2014.

The mineral rights received by
the Company from the contribution by Holms Energy in connection with the
November 2010 transactions included mineral rights from the surface to the base
of the Bakken formation. The mineral rights received by the Company from the
Greenfields include all mineral rights from the surface to the basement.

After closing the Asset
Purchase Agreement with Holms Energy on December 10, 2010, MLS changed its name
to Bakken Resources, Inc. These transactions and the resulting change of control
are described below under Acquisition of Assets.

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Description of Oil Leases
and Oil Production

BRI currently derives its
primary source of revenue from royalties generated from leasing its mineral
acreage. BRIs mineral acreage consists of approximately 1,600 net mineral acres
located primarily in McKenzie County, North Dakota. Such 1,600 net mineral acres
are currently spread across 17 spacing units. Operators covering BRIs
minerals have been approved for up to 15 wells per spacing unit (typically 1,280
acres), but generally petition for permits prior to the commencement of drilling
in a particular spacing unit. If this holds for all spacing units under which
BRI has mineral acres, BRI would have a royalty interest in up to 187 wells.
Note, however, that the royalties due to BRI under any particular well would
vary based on the number of acres BRI has under any particular spacing unit with
a producing well.

As of December 31, 2014, BRI
received royalty income primarily from forty-three (43) Bakken formation
producing wells, twenty-three (23) Three Forks formation wells, and three (3)
Madison formation producing wells. During 2014, the dollar amount of such
royalties received from the aggregate number of producing wells was
approximately $4,125,218. BRI has interests under several other wells which have
been drilled and likely producing, but for which royalties were yet to be
received as of December 31, 2014.

With respect to drilling
operations, pursuant to the North Dakota Oil and Gas Commission, long lateral
deep horizontal multi-stage fracking wells in the Bakken Formation must be
permitted in spacing unit of not less than 640 acres, up to 2,900 acres, with
some exceptions. The spacing units have to be approved and permitted in advance
of drilling by the North Dakota Oil and Gas Commission. Recently, the North
Dakota Industrial Commission (NDIC) has approved multi-well permits for wells
drilled in the Three Forks formation along several of the defined benches
typically associated with separate geologic benchmarks contained in the Three
Forks formation. Since approximately one-third of the Companys current net
mineral acres include acreage in the Three Forks formation, any increase in the
drilling operations on the Companys net mineral acres which include permitted
for Three Forks wells may result an increased number of total wells from which
the Company may derive royalty income.

When a horizontal well is
drilled in the area where the subject property is located, they typically drill
down about 10,800 vertical feet and then utilize a down-hole directional
drilling tool to flatten the hole to 90 degrees and drill horizontally down the
oil and gas producing formation. Horizontal directional drilling provides more
contact area to the oil bearing formation than a typical vertical well. This
method of drilling together with fracking is referred to as an enhanced oil
recovery method, and is the primary source of recovery from the Bakken
Formation. BRI does, however, have interests in certain wells not drilled into
the Bakken Formation.

Well activity information for
wells in which the company has mineral interest is compiled in a table which is
available on the Company web site at
http://www.bakkenresourcesinc.com/WellActivity.php.

The information provided in
our websites table is categorized by well name, the operator, field and pool,
the NDIC identifying number, and the well status and location description. Well
status is defined by several categories: Producing; Confidential; Drilling; and
Permitted Location to Drill. The table is updated as new information becomes
available on the NDIC website at https://www.dmr.nd.gov/oilgas/. Included on the
table are NDIC file numbers which can be used when searching for information for
each well listed on the BRI webpage. Individuals may subscribe to the NDIC
website following the prompts on the homepage. A premium service subscription is
also available for a fee.

Currently, most of the leases covering the
Companys mineral acres contain what is commonly referred to as continuous
drilling clauses. Generally, a continuous drilling clause requires an operator
to maintain active drilling operations in order to hold or extend an oil and gas
lease past the natural expiration date of the lease. A majority of the Companys
current leases currently have active drilling operations and are likely to have
active operations in the foreseeable future.

Acquisition of Assets

On June 11, 2010, Multisys
Language Solutions, Inc. or MLS, Multisys Acquisition, and Holms Energy entered
into an Option to Purchase Assets Agreement, pursuant to which Holms Energy
agreed to grant Multisys Acquisition an option to exercise an Asset Purchase
Agreement to assign all right, title, and interest of specific Holms Energy
owned oil and gas mineral rights to Multisys Acquisition. On November 26, 2010,
MLS completed an initial closing of a private placement in the amount of
$1,545,000 that issued 6,180,000 shares at $0.25 per share and 3,090,000
three-year warrants exercisable for 3,090,000 shares at $.50 per share, callable
at $0.01 per share at any time after November 26, 2011, if the underlying shares
are registered, and the common stock trades for 20 consecutive trading days at
an average closing sales price of $1.00 or more. Such warrants are now expired.

We concurrently exercised the
option with Holms Energy and executed an Asset Purchase Agreement by and between
MLS, Holms Energy, and Multisys Acquisition in order to acquire certain
interests in mineral rights and assets from Holms Energy. The option was
exercised on November 26, 2010 and the Asset Purchase Agreement was entered into
on November 26, 2010 by paying the consideration to Holms Energy detailed in the
Asset Purchase Agreement. Under the Asset Purchase Agreement, Multisys
Acquisition paid Holms Energy $100,000, issued Holms Energy 40,000,000 shares of
restricted common stock, and granted to Holms Energy a 5% overriding royalty on
all revenue generated from the Holms Property (defined herein) for ten years
from the date of the acquisition closing. With the issuance of the 40,000,000
shares to the Holms Energy members, the Holms Energy members own a controlling
interest in BRI. Holms Energy disbursed 40,000,000 shares to its members on a
ratable ownership basis as a liquidating dividend to members.

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The Asset Purchase Agreement related to
the acquisition of: 1) certain Holms Energy mineral rights in oil and gas rights
on approximately 7,200 gross acres and 1,600 net mineral acres of land located
in McKenzie County, 8 miles southeast of Williston, North Dakota (the Holms
Property); 2) potential production royalty income from wells to be drilled on
the property whose oil and gas mineral rights are owned by Holms Energy; and 3)
the transfer of all right, title and interest to an Option to Purchase the
mineral rights from Rocky G. Greenfield and Evenette G. Greenfield entered into
between Holms Energy and the Revocable Living Trust of Rocky G. Greenfield and
Evenette G. Greenfield related to purchasing additional oil and gas mineral
rights and production royalty income on the Holms Property for One Million Six
Hundred Forty Nine Thousand ($1,649,000) Dollars (the Greenfield Option)
(altogether, the Asset Acquisition). The Greenfield mineral rights were
acquired by Multisys Acquisition through the Asset Purchase Agreement with Holms
Energy on November 12, 2010. Holms Energy entered into a $485,000 one month
non-interest bearing loan from BRI (the Greenfield Note) to complete the
initial payment of $400,000 for the purchase of the Greenfield mineral rights.
The purchase price of the Greenfield mineral rights under the agreement with
Holms Energy (which was assumed by the Company in connection with the completion
of the November 2010 transactions) was an aggregate of $1,649,000 plus interest
as follows: an initial payment of $400,000; installment payments generally in
the amount of $30,000 per quarter plus interest at 5% per annum for 8 years and
an original balloon payment in the amount of $289,000 (which is subject to
reduction in the event the Company accelerates payments under the Greenfield
Note). The scheduled installment payments of $30,000 per quarter are subject to
the amount of 35% of net revenues received in connection with the purchased
Greenfield mineral rights. Payments made in excess of the amounts originally
scheduled are applied to the outstanding principal amount of the loan. The
collateral for the Greenfield Note are the Greenfield mineral rights. Under the
terms of the loan from BRI to Holms Energy, Holms Energy, in conjunction with
the entry into the Asset Purchase Agreement on November 26, 2010, assigned the
Greenfield mineral rights to Multisys Acquisition in exchange for forgiveness of
$385,000 of the loan. The other $100,000 of the loan was to be applied to the
Asset Purchase Agreement between BRI and Holms Energy, and on November 26, 2010,
that $100,000 was applied to the Asset Purchase Agreement and the loan was
forgiven. The Greenfield Note was fully repaid in August 2013.

In conjunction with the exercise of the
option and execution of the Asset Purchase Agreement with Holms Energy, Multisys
Acquisition acquired the rights to the Asset Purchase Agreement between Holms
Energy and the Greenfields and therefore purchased the gas and oil production
royalty rights of the Revocable Living Trust of Rocky G. Greenfield and Evenette
G. Greenfield.

Change of Control of Bakken Resources,
Inc.

After the closing of the Asset Purchase
Agreement on November 26, 2010 which involved, in part, the issuance of 40
million (40,000,000) shares of BRI common stock to Holms Energy, Holms Energy declared a special liquidating dividend distribution of such 40
million shares to its members. Following such distribution, the members of Holms
Energy beneficially then held in aggregate approximately 76.2% of the
outstanding shares of common stock of Multisys Language Solutions after the
closing of the Asset Purchase Agreement on November 26, 2010. After the closing
of the transaction, based on an informal agreement in place, the current
directors of MLS appointed the nominees designated by Holms Energy, LLC as
members of the board of directors of MLS on December 1, 2010. Subsequently, the
current officers and directors of MLS resigned their positions, clearing the way
for the appointment of new executive officers by the new board of directors of
MLS. Pursuant to the authorization from MLS stockholders for the amendment of
the articles of incorporation of MLS at a special meeting of stockholders, MLS
changed its corporate name from Multisys Language Solutions, Inc. to Bakken
Resources, Inc. on December 10, 2010 to reflect its new business focus.

Business Strategy

We plan to focus on evolving into a
growth-orientated independent energy company engaged in the acquisition,
exploration, exploitation, and development of oil and natural gas properties.
The Companys focus is royalties and overriding royalties. These particular
asset categories offer certain risk and return characteristics that are
consistent with our initial promise to the shareholders and our skill set. We
plan to acquire a portfolio of royalty and overriding royalty assets that offer
differing production cycles, geographic dispersion, and drilling methods. In
addition to the capital we have acquired through the sale of the Greenfield
assets earlier this year, the Company is seeking additional external capital to
support our asset acquisition initiative.

Per our business plan and strategy, we
have pursued relationships to gather information on future potential oil and gas
drilling projects and explored and contemplated possible joint partnerships in
other drilling programs. We previously announced our acquisition of mineral
acreage in the Duck Lake region of Western Montana, in a potential oil play
commonly referred to as the Alberta Bakken. We also announced our acquisition of
a 17% working interest in an operating well located in Archer County, Texas. The
Company remains in discussion with various groups for strategic partnerships and
plans to announce the completion of such arrangements if and when they are
consummated.

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Geology of the Bakken
Formation and the Three Forks Formation

The geological formation, as  well as many
other criteria, determines the production level of any commercial  wells, which impact the potential future royalty revenue,
if any. The following  profile of the Williston Basin gives an idea as to the value of our mineral  assets. Our leases are in
a geographic area known as the Williston Basin, which  is a large intracratonic sedimentary basin in eastern Montana, western
North and  South Dakota and southern Saskatchewan known for its rich deposits of petroleum  and potash. The basin is a
geologic structural basin but not a topographic  depression; it is transected by the Missouri River. The oval-shaped
depression  extends approximately 475 miles (764 km) north-south and 300 miles (480 km)  east-west. The map below shows the
general location of the Bakken Formation and  the Alberta Bakken (not intended to show or represent the location of any oil
fields). (Source: http://seekingalpha.com/article/284628-the-alberta-bakken-the-smaller-sibling-offers-compelling-prospects).



The smaller area shown in the
northwest portion of Montana shows generally the location of mineral acreage BRI
purchased in Fall 2011 (referred to as the Duck Lake Property). Drilling has
not begun on the Duck Lake Property.

The Bakken formation has
received considerable recognition for its oil production capabilities. Oil was
discovered in this formation in 1951 but production was difficult to achieve at
that time. Technological developments and improvements since then have given
operators the capabilities in recent years to develop the formation. In April
2008, the United States Geological Service (USGS) released a report estimating
the amount of oil recoverable with current technology ranged from 3.0 to 4.3
billion barrels. At the same time, the State of North Dakota also released a
report estimating recoverable oil at 2.1 billion barrels. Other industry
estimates place the total oil available, which includes oil that cannot be
recovered with current technology, at 18 billion barrels. The USGS is currently
further reassessing the amount of technically recoverable oil in the Bakken
formation and such report is expected to be released in late 2014.

There are several formations
below the subsurface of the Bakken formation known commonly as the Three Forks.
Evaluative wells have already been drilled to these benches of the Three
Forks. Operators have recently begun exploratory drilling into these benches.
Several operators have announced plans to evaluate high density drilling
possibilities to these benches. The graphic below shows a development pilot
program Continental has announced as part of its Three Forks drilling
program.

(Source: Seeking Alpha(http://seekingalpha.com/article/1248431-bakken-the-downspacing-bounty-and-birth-of-array-fracking)

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The drilling pattern in this
graphic is known as array drilling. The offset pattern of drilling is expected
to allow high density drilling for a spacing unit (1,280 acres). The goal is to
increase the number of wells without impacting the number of barrels produced
from each well.

BRI receives overriding
royalty payments from wells producing from the Three Forks formation through the
retained overriding royalty from the sale of the Greenfield assets in
2014.

According to the North Dakota
Industrial Commission, Oil and Gas Division, the Bakken Shale in the Williston
Basin is over 11,000 ft. deep at the center of the formation and rises to 3,100
ft. on the edges of the basin. The Bakken Formation is composed of three
distinct members. The first layer averages twenty three feet in depth and
consists of blackish marine shale. The second member runs from 30 ft. to 80 ft.
and composed of intermeddled limestone, siltstone, sandstone and dolomite. The
bottom member is a dark black marine shale that averages 10 ft. to 30 ft. in
thickness. All three formations that make up the Bakken are rich in an organic
material called Kerogen. When Kerogen is heated (thermogenic processes) or
broken down by organic means (biogenic processes), natural gas and oil are
created. The Bakken Formation is capped by a very thick limestone formation
called the Lodgepole. It is because of this limestone cap that there is so much
gas and oil trapped in the shale horizon. The Bakken Formation is what is
considered a thermally mature deposit and the oil from the Bakken has a 41
specific gravity and is deemed to be commercially high grade crude
oil.

Horizontal
Drilling

Horizontal or directional
drilling has revolutionized the way the oil and gas wells are being drilled in
the Williston Basin. The reason that horizontal drilling is changing the oil and
gas business is that a well drilled horizontally through a formation that
contains oil and gas should produce many more times that of a vertical well. A
vertical well will only penetrate a limited area of theproductive zone, whereas a well drilled
horizontally may penetrate up to 10,000 of the zone. This also means that
previously tight shale formations such as the Bakken formation can result in
prolific production.

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The
Bakken formation has poor porosity which reduces the ability of the gas and oil
to flow out of this horizon. Recently, horizontal drilling of lateral holes
combined with hydraulic fracturing (commonly referred to as fracking) has
resulted in substantial production from thick formations that have poor
porosity. It should be noted, however, that porosity and the permeability of the
oil shale rock can vary widely and unpredictably over short distances, thus dry
wells can be found next to prolific wells with little explanation
geologically.

Fracking is a procedure
whereby packers (plugs) are set every 250 to 300 and up to ten 2,000
horsepower hydraulic pumps deliver high pressure fluids that contain a high
percentage of round ceramic beads and sand are utilized as proppants and keep
the fissures and fractures open along the bedding-planes that are created by the
high pressure fluids. The fissures and channels created by the high pressure
fluid and held open by the ceramic beads that are left behind; provide a pathway
to allow the gas and oil to flow into the drill hole.

Two technologies are
currently being used to enhance horizontal drilling: 1) log while drilling
(LWD); and 2) drill string radar (DST). LWD uses long sensors which read
gamma radiation given off by the formation, which provides real time information
to the drillers and this information is gathered and assists drillers to drill
in the optimum sections of the formation. DST provides information to the
driller on the surface as to what direction, angle and depth the well is being
drilled. The combination of the two technologies greatly assists keeping the
drill bit in the optimum location within the Bakken formation. Below is a diagram example of horizontal
drilling.



Governmental Regulations

We are not directly subject to
various rules, regulations and limitations impacting the oil and natural gas
exploration and production industry as whole, however, operators who operate on
our properties may be impacted by such rules and regulations.

*Regulation of Oil and
Natural Gas Production.* Oil and natural gas exploration, production and
related operations, when developed, are subject to extensive rules and
regulations promulgated by federal, state and local authorities and agencies.
For example, the state of North Dakota and Montana requires permits for
exploration drilling, operation of commercial wells, submission of several
reports concerning operations of wells and imposes other requirements relating
to the production of oil and natural gas. Such states may also have statutes and
regulations addressing conservation matters, including provisions for the
unitization or pooling of oil and natural gas properties, the establishment of
maximum rates of production from wells, and the regulation of spacing, plugging
and abandonment of such wells. Failure to comply with any such rules and
regulations by our operators can result in substantial penalties, which in turn,
may impact the amount of royalty revenue we derive from our leased properties.
Although we believe that we are currently in substantial compliance with all
applicable laws and regulations, to the extent they apply to us, because such
rules and regulations are frequently amended or reinterpreted, we are unable to
predict the future cost or impact of complying with such laws. Significant
expenditures may be required to comply with governmental laws and regulations
and may have a material adverse effect on our financial condition and results of
operations.

Environmental Matters

The following environmental
discussion may be applicable directly to our operators; however, we could be
indirectly impacted, since environmental laws and regulations could
significantly impact production of the wells on our properties. Our operators
and properties are impacted by extensive and changing federal, state and local
laws and regulations relating to environmental protection, including the
generation, storage, handling, emission, transportation and discharge of
materials into the environment, and relating to safety and health, as such
regulations relate to our operators. The recent trend in environmental
legislation and regulation generally is toward stricter standards, and this
trend will likely continue. These laws and regulations may:

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|● | require the acquisition of a permit or other
      authorization before construction or drilling commences and for certain
      other activities;
|- | --------------------------------------------------------------------------------------------------------------------------------------------------
|● | limit or prohibit construction, drilling and
      other activities on certain lands lying within wilderness and other
      protected areas; and 
|● | impose substantial liabilities for pollution
      resulting from its operations.                                                                 

The permits required by our
operators may be subject to revocation, modification and renewal by issuing
authorities. Governmental authorities have the power to enforce their
regulations, and violations are subject to fines or injunctions, or both. In the
opinion of management, we are in substantial compliance with current applicable
environmental laws and regulations, and have no material commitments for capital
expenditures to comply with existing environmental requirements. Nevertheless,
changes in existing environmental laws and regulations or in interpretations
thereof could have a significant impact on BRI, as well as the oil and natural
gas industry in general.

The Comprehensive
Environmental, Response, Compensation, and Liability Act (CERCLA) and
comparable state statutes impose strict, joint and several liabilities on owners
and operators of sites and on persons who disposed of or arranged for the
disposal of hazardous substances found at such sites. It is not uncommon for
the neighboring landowners and other third parties to file claims for personal
injury and property damage allegedly caused by the hazardous substances released
into the environment. The Federal Resource Conservation and Recovery Act
(RCRA) and comparable state statutes govern the disposal of solid waste and
hazardous waste and authorize the imposition of substantial fines and
penalties for noncompliance. Although CERCLA excludes petroleum from its
definition of hazardous substance, state laws affecting our operators may
impose clean-up liability relating to petroleum and petroleum related products.
In addition, although RCRA classifies certain oil field wastes as
non-hazardous, such exploration and production wastes could be reclassified as
hazardous wastes thereby making such wastes subject to more stringent handling
and disposal requirements.

Our operations are also
subject to the federal Clean Water Act and analogous state laws. The Clean Water
Act and similar state acts regulate other discharges of wastewater, oil, and
other pollutants to surface water bodies, such as lakes, rivers, wetlands, and
streams. Failure to obtain permits for such discharges could result in civil and
criminal penalties, orders to cease such discharges, and costs to remediate and
pay natural resources damages. Under the Clean Water Act, the Environmental
Protection Agency (EPA) has adopted regulations concerning discharges of storm
water runoff. This program requires covered facilities to obtain individual
permits, or seek coverage under a general permit. Some of our properties may
require permits for discharges of storm water runoff and our operators may apply
for storm water discharge permit coverage and updating storm water discharge
management practices at some of our facilities. These laws also require the
preparation and implementation of Spill Prevention, Control, and Countermeasure
Plans in connection with on-site storage of significant quantities of oil.

The federal Clean Air Act and
comparable state laws regulate emissions of various air pollutants through air
emissions permitting programs and the imposition of other requirements. In
addition, the EPA has developed and continues to develop stringent regulations
governing emissions of toxic air pollutants at specified sources. Federal and
state regulatory agencies can impose administrative, civil and criminal
penalties for non-compliance with air permits or other requirements of the
federal Clean Air Act and associated state laws and regulations. The operations
provided by our operators, may be, in certain circumstances and locations,
subject to permits and restrictions under these statutes for emissions of air
pollutants.

The Endangered Species Act
(ESA) seeks to ensure that activities do not jeopardize endangered or
threatened animal, fish and plant species, nor destroy or modify the critical
habitat of such species. Under ESA, exploration and production operations, as
well as actions by federal agencies, may not significantly impair or jeopardize
the species or its habitat. ESA provides for criminal penalties for willful
violations of the Act. Other statutes that provide protection to animal and
plant species and that may apply to our operations include, but are not
necessarily limited to, the Fish and Wildlife Coordination Act, the Fishery
Conservation and Management Act, the Migratory Bird Treaty Act and the National
Historic Preservation Act. Although we believe that our operations will be in
substantial compliance with such statutes, any change in these statutes or any
reclassification of a species as endangered could subject BRI to significant
expenses to modify our operations or could force BRI to discontinue certain
operations altogether.

Competition

The oil and natural gas
industry is intensely competitive, and we compete with numerous other oil and
gas exploration and production companies who may also be seeking oil well
operators for leasehold interests. Many of these companies have substantially
greater resources than we have. Not only do they explore for and produce oil and
natural gas, but many also carry on midstream and refining operations and market
petroleum and other products on a regional, national or worldwide basis. The
operations of other companies may be able to pay more for exploratory prospects
and productive oil and natural gas properties. They may also have more resources
to define, evaluate, bid for, and purchase more properties and prospects than
our financial or human resources permit.

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Our larger or integrated
competitors may have the resources to be better able to absorb the burden of
existing, and any changes to federal, state, and local laws and regulations more
easily than we can, which would adversely affect our competitive position. Our
ability to determine reserves and acquire additional properties in the future
will be dependent upon our ability and resources to evaluate and select suitable
properties and to consummate transactions in this highly competitive
environment. In addition, we may be at a disadvantage in producing oil and
natural gas properties and bidding for exploratory prospects, because we have
fewer financial and human resources than many other companies in our industry.
Should a larger and better financed company decide to directly compete with us,
and be successful in its efforts, our business could be adversely affected.

Marketing and Customers

The market for oil and natural
gas that we will produce depends on factors beyond our control, including the
extent of domestic production and imports of oil and natural gas, the proximity
and capacity of natural gas pipelines and other transportation facilities,
demand for oil and natural gas, the marketing of competitive fuels and the
effects of state and federal regulation. The oil and gas industry also competes
with other industries in supplying the energy and fuel requirements of
industrial, commercial and individual consumers.

Our production royalties
derived from oil and gas production from our properties are expected to be sold
by the Lessees at prices tied to the spot oil markets. We derive certain royalty
revenues from gas produced from wells drilled on our property, but currently
this amount is small relative to the royalties we receive from oil production.
We will be required to rely on the Lessees to market and sell any future gas
production.

Employees/Consultants

We currently have two
full-time employees: respectively, Val Holms, President, Chief Executive Officer
and Chairman; Karen Midtlyng, Secretary and Director. Dan Anderson, Chief
Financial Officer, is an independent contractor. All of our appointed executives
have entered into written employments agreements. As drilling production
activities continue to increase by our Lessees, and if additional revenue from
production royalties develops as anticipated and continues to increase, we may
hire additional technical, operational or administrative personnel as
appropriate. We are using and will continue to use the services of independent
consultants and contractors to perform various professional services. We believe
that this use of third-party service providers may enhance our ability to
contain general and administrative expenses.

Office Location

Our offices are located at
1425 Birch Ave., Suite A, Helena, MT 59601.

Available
InformationReports to Security Holders

Our website address iswww.bakkenresourcesinc.com. We
make available on this website under Company SEC Filings free of charge, our
annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K, Section 16 reports for officers and directors, and amendments to those
reports as soon as reasonably practicable after we electronically file those
materials with, or furnish those materials to, the SEC. These filings are also
available to the public at the SEC's Public Reference Room at 100 F Street, NE,
Room 1580, Washington, DC 20549. The public may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
Electronic filings with the SEC are also available on the SEC internet website
atwww.sec.gov.

In addition, BRI regularly
monitors and maintains information relating to drilling activity on wells which
it has a mineral interest. Such information can also be found on our website.

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ITEM 1A. RISK FACTORS

You should carefully
consider the risks, uncertainties and other factors described below. The
statements contained in or incorporated herein that are not historic facts are
forward-looking statements that are subject to risks and uncertainties that
could cause actual results to differ materially from those set forth in or
implied by forward-looking statements. Any of the factors could materially and
adversely affect our business, financial condition, operating results and
prospects and could negatively impact the market price of our common stock.
Also, you should be aware that the risks and uncertainties described below are
not the only ones we face. Additional risks and uncertainties, of which we are
not yet aware, or that we currently consider to be immaterial may also impair
our business operations.

Risks Related to Our
Company

We are an early stage
company that may never attain profitability.

The business of acquiring,
exploring for, developing and producing hydrocarbon reserves is inherently
risky. We have a limited operating history for you to consider in evaluating our
business and prospects. Our operations are therefore subject to all of the risks
inherent in acquiring, exploring for, developing and producing hydrocarbon
reserves, particularly in light of our limited experience in undertaking such
activities. We may never overcome these obstacles.

Our business is speculative
and dependent upon the implementation of our business plan and our ability to
enter into agreements with third parties for the rights to exploit potential oil
and natural gas reserves on terms that will be commercially viable for us.

Our current business
model relies exclusively on uncertain future royalty payments as a source of
future revenue. We have no influence on the activities conducted by the Lessees
with regards to the exploitation of mineral rights owned by the company.

Our current business model
relates to the potential generation of revenue from royalties tied to certain
leases. These leases have been granted to experienced exploration and operating
companies, all of whom have prior experience in drilling deep lateral
multi-fracture horizontal wells. Until such time as wells are drilled on
property where the Company owns mineral rights; any future income will be
uncertain. Pursuant to the terms and conditions of the leases, we have no
influence with regard to when the drilling will be undertaken, no decision
making ability as to the location of any future wells and no influence as to the
rate the wells are produced, if the operators are successful, of which there is
no assurance. In the event the Lessees fail to meet their drilling commitment,
the company has only three options: 1) it can agree to grant an extension; 2) it
can renegotiate the terms of the existing leases; or 3) it can legally terminate
the leases.

We may be unable to
obtain additional capital or generate significant production royalty income that
we will require to implement our business plan, which could restrict our ability
to grow.

We expect that our current
capital and our other existing resources will be sufficient only to provide a
limited amount of working capital, and the potential of production royalty
revenues generated from our oil and gas mineral rights properties, of which
there is no assurance, may not be sufficient to fund both our continuing
operations and our planned growth. We may require additional capital to continue
to operate our business beyond the initial phase of development and to further
expand our exploration and development programs to additional properties. We may
be unable to obtain additional capital, and if we are able to secure additional
capital, it may not be pursuant to terms deemed to be favorable to BRI and its
shareholders.

Future acquisitions and future
exploration, development, production and marketing activities, as well as our
administrative requirements (such as salaries, insurance expenses and general
overhead expenses, as well as legal compliance costs and accounting expenses)
may require a substantial amount of additional capital and cash flow.

We may pursue sources of
additional capital through various financing transactions or arrangements,
including joint venturing of projects, debt financing, equity financing or other
means. We may not be successful in locating suitable financing transactions in
the time period required or at all, and we may not obtain the capital we require
by other means. If we do not succeed in raising additional capital, our
resources may not be sufficient to fund our planned operations going forward
beyond twelve months from now.

Any additional capital raised
through the sale of equity may dilute the ownership percentage of our
stockholders. This could also result in a decrease in the fair market value of
our equity securities because our assets would be owned by a larger pool of
outstanding equity. The terms of securities we issue in future capital
transactions may be more favorable to our new investors, and may include
preferences, superior voting rights and the issuance of other derivative
securities, and issuances of incentive awards under equity employee incentive
plans, which may have a further dilutive effect.

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Our ability to obtain
financing may be impaired by such factors as the capital markets (both generally
and in the oil and gas industry in particular), our status as a new enterprise
without a significant demonstrated operating history, production royalty revenue
from our mineral rights property, currently our only oil and natural gas
property and prices of oil and natural gas on the commodities markets (which
will impact the amount of asset-based financing available to us) and/or the loss
of key management. Further, if oil and/or natural gas prices on the commodities
markets decline, our revenues from the anticipated royalties will decrease and
such decreased revenues may increase our requirements for capital. If the amount
of capital we are able to raise from financing activities, together with our
revenues from operations, is not sufficient to satisfy our capital needs (even
to the extent that we reduce our operations), we may be required to cease our
operations.

We may incur substantial costs
in pursuing future capital financing, including investment banking fees, legal
fees, accounting fees, securities law compliance fees, printing and distribution
expenses and other costs. We may also be required to recognize non-cash expenses
in connection with certain securities we may issue, such as convertible notes,
which may adversely impact our financial condition.

Under the terms of the
lease agreements with our Lessees, we have very little control over how many
wells our Lessees drill on our properties or how much they produce.

Our current business model
relates to the potential generation of revenue from royalties tied to certain
leases on property covered in part by mineral rights owned by us. These leases
have been granted to Lessees who are experienced exploration and operating oil
companies, who have prior experience in drilling deep lateral multi-fracture
horizontal wells. Pursuant to the terms and conditions of the leases, we have no
influence with regard to when the drilling will be undertaken, no decision
making ability as to the location of any future wells and no influence as to the
rate the wells are produced, if the operators are successful, of which there is
no assurance.

The success and timing of
development activities by Lessees will depend on a number of factors that will
largely be out of our control, including:

|● | the timing and amount of capital expenditures;   
|- | -------------------------------------------------
|● | their expertise and financial resources;         
|● | approval of other participants in drilling wells;
|● | selection of technology; and                     
|● | the rate of
      production of reserves, if any.

We have no control over
the operational effectiveness or financial wherewithal of our operators.

Our current business model relies heavily upon our
operators and their operational effectiveness and financial wherewithal.
Therefore, our operating revenue and cash flow may be heavily impacted if our
operators are not effective or accurate when determining our net royalty
revenue.

Similarly, our business model
is heavily predicated upon our operators ability to pay royalty when due and to
have sufficient capital to maintain existing wells and to drill new wells.

We have limited previous
operating history in the oil and gas industry, which may raise substantial doubt
as to our ability to successfully develop profitable business operations.

We have a limited operating
history. Our business operations must be considered in light of the risks,
expenses, and difficulties frequently encountered in establishing a business in
the oil and natural gas industries. There is nothing at this time on which to
base an assumption that our business operations will prove to be successful in
the long-term. Our future operating results will depend on many factors, such as

|● | our ability to raise
      adequate working capital;                                                                                                                                                                            
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|● | success of our Lessees;                                                                                                                                                                                                         
|● | demand for natural gas and oil;                                                                                                                                                                                                 
|● | competition levels;                                                                                                                                                                                                             
|● | our ability to attract and maintain key management and employees;
      and                                                                                                                                                     
|● | Lessees efficiently exploring, developing, and producing sufficient
      quantities of marketable natural gas or oil in a highly competitive and
      speculative environment while maintaining quality and controlling costs.

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To achieve profitable
operations in the future, we are primarily dependent upon the oil company
Lessees to successfully execute on the factors stated above, along with
continuing to develop strategies and relationships to enhance our revenue by
financially participating and investing in various drilling programs with third
parties. Despite their best efforts, our Lessees may not be successful in their
exploration or development efforts or obtain required regulatory approvals on
the property where BRI is entitled to a production royalty. There is a
possibility that some, or most, of the wells to be drilled on our mineral rights
properties may never produce natural gas or oil.

As a result of our acquisition of properties in Idaho, part of our future strategy may involve actual operations in drilling in existing or emerging oil or
gas plays using some of the latest available drilling and completion techniques. The results of our potential exploratory drilling in these plays are
subject to drilling and completion technique risks and drilling results may not meet our expectations for reserves or production. As a result, we may
incur material write-downs and the value of our undeveloped acreage could decline if drilling results are unsuccessful.

Risks that we may face while drilling include, but are not limited to, landing our well bore in the desired drilling zone, running casing the entire length of
the well bore and being able to run tools and other equipment consistently through the well bore. Risks that we may face while completing our wells
include, but are not limited to, being able to run tools the entire length of the well bore during completion and being able to fracture the formation
sufficiently to generate commercially viable oil or gas production.

Our experience with horizontal drilling utilizing the latest drilling and completion techniques specifically in Idaho is limited. Ultimately, the success of
these drilling and completion techniques can only be evaluated over time as more wells are drilled and production profiles are established over a
sufficiently long time period. If our drilling results are less than anticipated or we are unable to execute our drilling program because of capital constraints,
lease expirations, access to gathering systems and limited takeaway capacity or otherwise, and/or natural gas and oil prices decline, the return on our
investment in these areas may not be as attractive as we anticipate and we could incur material write-downs of unevaluated properties and the value of
our undeveloped acreage could decline in the future.

Drilling locations that we decide to drill may not yield oil or gas in commercially viable quantities.

There is no way to predict in advance of drilling and testing whether any particular location will yield oil or natural gas in sufficient quantities to recover
drilling or completion costs or to be economically viable. Despite advancements in technology, there is no way to determinate whether oil or natural gas
will be present or, if present, whether oil or natural gas will be present in sufficient quantities to be economically viable. Even if sufficient amounts of oil or
natural gas exist, we may damage the potentially productive hydrocarbon bearing formation or experience mechanical difficulties while drilling or
completing the well, resulting in a reduction in production from the well or abandonment of the well. If we drill additional wells that we identify as dry
holes in our current and future drilling locations, our drilling success rate may decline and materially harm our business. We cannot assure you that the
analogies we draw from available data from other wells, more fully explored locations or producing fields will be applicable to our drilling locations.

Our potential drilling location inventories are likely to be scheduled over several years, making them susceptible to uncertainties that could
materially alter the occurrence or timing of their drilling. In addition, we may not be able to raise the substantial amount of capital that would be
necessary to drill a substantial portion of our potential drilling locations.

Our management has not yet identified potential drilling locations as an estimation of our future drilling activities in the Big Willow Lease. Our ability to
drill and develop these locations is subject to a number of uncertainties, including the availability of capital, seasonal conditions, regulatory approvals, oil
and natural gas prices, costs and drilling results. Because of these uncertainties, we do not know if the numerous potential drilling locations we have
identified will ever be drilled or if we will be able to produce oil or natural gas from these or any other potential drilling locations. Pursuant to existing SEC
rules and guidance, subject to limited exceptions, proved undeveloped reserves may only be booked if they relate to wells scheduled to be drilled within
five years of the date of booking. These rules and guidance may limit our potential to book additional proved undeveloped reserves as we pursue our
drilling program. Moreover, the leases that we have signed in Idaho relating to the Big Willow properties, are currently contemplated to be operated by
Holms Energy Development Corporation (HEDC), an entity controlled by Val Holms, who was the Companys CEO at the time the Big Willow Lease was
signed. HEDCs experience in the area occupied by the Big Willow Lease is limited and creates additional uncertainty with respect to the likely drilling
program that may be adopted in the future.

Our management team does
not have extensive experience in public company matters, which could impair our
ability to comply with legal and regulatory requirements.

Our management team has had
limited public company management experience or responsibilities, which could
impair our ability to comply with legal and regulatory requirements such as the
Sarbanes-Oxley Act of 2002 and other federal securities laws applicable to
reporting companies, including filing required reports and other information
required on a timely basis. It may be expensive to implement programs and
policies in an effective and timely manner that adequately respond to increased
legal, regulatory compliance and reporting requirements imposed by such laws and
regulations, and we may not have the resources to do so. Our failure to comply
with such laws and regulations could lead to the imposition of fines and
penalties and further result in the deterioration of our business and decreased
value of our stock.

If we fail to maintain
an effective system of internal controls, we may not be able to accurately
report our financial results or prevent fraud.

Internal control over
financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles. Because of its inherent limitations, internal control
over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may
deteriorate. If we cannot provide reliable financial reports or prevent fraud,
our reputation and operating results could be harmed. We cannot be certain that
our efforts to maintain our internal controls will be successful, that we will
be able to maintain adequate controls over our financial processes and reporting
in the future or that we will be able to continue to comply with our obligations
under Section 404 of the Sarbanes-Oxley Act of 2002. Any failure to maintain
effective internal controls, or difficulties encountered in implementing or
improving our internal controls, could harm our operating results or cause us to
fail to meet certain reporting obligations.

Our lack of
diversification will increase the risk of an investment in BRI, and our
financial condition and results of operations may deteriorate if we fail to
diversify.

Our business focus
predominately is on the oil and gas industry on our oil and gas mineral rights
property, located in McKenzie County, North Dakota. Larger companies have the
ability to manage their risk by diversification. However, we currently lack
diversification, in terms of both the nature and geographic scope of our
business. As a result, we will likely be impacted more acutely by factors
affecting our industry or the regions in which we operate than we would if our
business were more diversified, enhancing our risk profile. If we cannot
diversify or expand our operations, our financial condition and results of
operations could deteriorate. We have been solely dependent on the expertise of
our Lessees as the operator of our property.

Uncertain future royalty
payment and limited influence on future drilling and exploration.

Our current business model
relates to the potential generation of revenue from royalties tied to certain
leases owned by us. These leases have been granted to experienced exploration
and operating companies, both of whom have prior experience in drilling deep
lateral multi-fracture horizontal wells. Pursuant to the terms and conditions of
the leases, we have no influence with regard to when the drilling will be
undertaken, no decision making ability as to the location of any future wells
and no influence as to the rate the wells are produced, there are no assurances
as to the success of the operators.

Strategic relationships
upon which we rely may change, which could diminish our ability to conduct our
operations.

Our ability to successfully
acquire additional mineral rights properties, to participate in drilling
opportunities, and to identify and enter into commercial arrangements with other
third party companies will depend on developing and maintaining close working
relationships with industry participants and on our ability to select and
evaluate suitable properties and to consummate transactions in a highly
competitive environment. These realities are subject to change and may impair
our ability to grow.

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To continue to develop our
business, we will endeavor to use the business relationships of our management
to identify, screen, and enter into strategic relationships, which may take the
form of joint ventures with other private parties and contractual arrangements
with other operating oil and gas exploration companies. We may not be able to
establish these strategic relationships, or if established, we may not be able
to maintain them. Even if we are able to engage in joint venture and enter into
strategic investment relationships with existing operators, they may not be
pursuant to terms and conditions that are favorable to us. In addition, the
dynamics of our relationships with strategic partners may require us to incur
expenses or undertake activities we would not otherwise be inclined to in order
to fulfill our obligations to these partners or maintain our relationships. If
our strategic relationships are not established or maintained, our business
prospects may be limited, which could diminish our ability to conduct our
operations.

Our property acquisition
strategy subjects us to the risks and inherent uncertainties associated with
evaluating properties for which limited information is available.

Our decision to acquire a
property will depend in part on the evaluation of data obtained from production
reports and engineering studies, geophysical and geological analyses and seismic
and other information, the results of which are often inconclusive and subject
to various interpretations. Also, our reviews of acquired properties are
inherently incomplete because it generally is not feasible to perform an
in-depth review of the individual properties involved in each acquisition. Even
a detailed review of records and properties may not necessarily reveal existing
or potential problems, nor will it permit us to become sufficiently familiar
with the properties to assess fully their deficiencies and potential.
Inspections may not always be performed on every well, and environmental
problems, such as ground water contamination, are not necessarily observable
even when an inspection is undertaken.

Any acquisition involves other
potential risks, including, among other things:

|● | The validity of our assumptions about reserves, future production,
      revenues and costs;                                               
|- | -------------------------------------------------------------------------------------------------------------------------------------------
|● | A decrease in our liquidity by using a significant portion of our
      cash from operations or borrowing capacity to finance acquisitions;
|● | A significant increase in our interest expense or financial
      leverage if we incur additional debt to finance acquisitions;            
|● | The assumption of unknown liabilities, losses or costs for which we
      are not indemnified or for which our indemnity is inadequate;    
|● | An inability to hire, train or retain qualified personnel to manage
      and operate our growing business and assets; and                 
|● | An increase in our costs or a decrease in our revenues associated
      with any potential royalty owner or landowner claims or disputes.  

Fierce market
competition may impair our business.

The oil and gas industry is
highly competitive. Holding valuable land interests is our primary means of
income, and competition for acquiring such properties in the Bakken and Three
Forks regions is highly competitive. Even once we acquire valuable properties,
our Lessees face an additional layer of competition related to generating
revenue from production. We have no control over our Lessees ability to succeed
in a highly competitive market. Nonetheless, our sole source of revenue (i.e.
royalties stemming from successful operation by our Lessees) relies entirely on
our Lessees success. Competition has become increasingly intense as prices of
oil and natural gas on the commodities markets have increased in recent years.

Additionally, other companies
engaged in our line of business may compete with us from time to time in
obtaining capital from investors. Competitors include larger companies, who may
have a significant competitive advantage due to their access to greater
resources, greater ability to recruit and retain qualified employees, and even
conduct their own refining and petroleum marketing operations. In addition,
actual or potential competitors may be strengthened through the acquisition of
additional assets and interests. If we are unable to compete effectively or
adequately respond to competitive pressures, this inability may materially
adversely affect our results of operation and financial condition.

Seasonal weather
conditions adversely affect operators ability to conduct drilling activities in
the areas where our properties are located.

Seasonal weather conditions
can limit drilling and producing activities and other operations in our
operating areas and as a result, a majority of the drilling on our properties is
generally performed during the summer and fall months. These seasonal
constraints can pose challenges for meeting well drilling objectives and
increase competition for equipment, supplies and personnel during the summer and
fall months, which could lead to shortages and increase costs or delay
operations. Additionally, many municipalities impose weight restrictions on the
paved roads that lead to jobsites due to the muddy conditions caused by spring
thaws. This could limit access to jobsites and operators ability to service
wells in these areas.

Reliance on Consultants

Since Bakken uses a number of consultants, such consultants may not be subject to the standard internal controls that the Company
has for its employees. Therefore, certain risks may be difficult for the Company to detect with respect to its consultants, such as direct,
day-to-day oversight of consultant activities.

Net Royalty Interest Volatility

The Companys cumulative net royalty interest is a result of (a) the product of net mineral acreage for each well and (b) the royalty
percentage divided by (c) the spacing unit acreage declared by the state of North Dakota. The Companys cumulative net royalty
interest is subject to volatility for the following reasons:

1)
    Split Mineral Estate:
      When the minerals were transferred into the Company from HEDC, only the
      mineral rights from the surface to the base of the Bakken formation were
      transferred. Therefore, the Company does not accrue royalty revenue from
      gross production from the any formation below the Bakken formation
      relating to the mineral rights that were purchased from HEDC.
      However, the Company
      also purchased mineral rights in 2010, which the Company refers to as the
      Greenfield minerals. The Greenfield minerals included all mineral rights
      from the surface to the basement, including the Three Forks formation.
      These mineral rights were sold to Athene Insurance Company in 2014 (the
      Athene Transaction). The Company reserved a 2% retained royalty
      (override) from that sale. Therefore, the company receives a 2% retained
      royalty on gross production emanating from the Three Forks
      formation.
      Following the Athene
      Transaction, as new wells begin producing, those producing from the Three
      Forks formation are subject only to a 2% retained royalty. Therefore,
      Three Forks formation producing wells reduce the companys overall net
      royalty interest and revenue.2)
    Varying Lease Royalty
      Percentages: The Company has sixteen different leases, each with stated
      royalty percentages that vary from 16% to 20%. Each lease can support many
      wells. Therefore, the Companys cumulative net royalty interest is
      affected by the number of wells producing from each lease. If more wells
      are producing from leases with lower stated royalty percentages, this will
      reduce the Companys net royalty interests and reduce revenue as
      well.


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Risks Related to the
Ownership of Bakken Resources, Inc. Common Stock

Our stock has a low
trading volume and price.

Although our common stock is
approved for trading on the OTC Bulletin Board, there has been little, if any,
trading activity in the stock. Accordingly, there is no history on which to
estimate the future trading price range of the common stock. If the common stock
trades below $5.00 per share, trading in the common stock will be subject to the
requirements of certain rules promulgated under the Securities Exchange Act of
1934, as amended (the Exchange Act), which require additional disclosure by
broker-dealers in connection with any trades involving a stock defined as a
penny stock (generally, any non-FINRA equity security that has a market price
share of less than $5.00 per share, subject to certain exceptions). Such rules
require the delivery, prior to any penny stock transaction, of a disclosure
schedule explaining the penny stock market and the risks associated therewith
and impose various sales practice requirements on broker-dealers who sell penny
stocks to persons other than established customers and accredited investors
(generally defined as an investor with a net worth, not including the primary residence, in excess of $1,000,000 or
annual income exceeding $200,000 individually or $300,000 together with a
spouse). For these types of transactions, the broker-dealer must make a special
suitability determination for the purchaser and have received the purchasers
written consent to the transaction prior to the sale. The broker-dealer also
must disclose the commissions payable to the broker-dealer, current bid and
offer quotations for the penny stock and, if the broker-dealer is the sole
market-maker, the broker-dealer must disclose this fact and the broker-dealers
presumed control over the market. Such information must be provided to the
customer orally or in writing before or with the written confirmation of trade
sent to the customer. Monthly statements must be sent disclosing recent price
information for the penny stock held in the account and information on the
limited market in penny stocks. The additional burdens imposed upon
broker-dealers by such requirements could discourage broker-dealers from
effecting transactions in the common stock which could severely limit the market
liquidity of the common stock and the ability of holders of the common stock to
sell it.

Our Articles of
Incorporation or Bylaws may require us to indemnify such our officers or
directors.

Our Articles of Incorporation
includes provisions to eliminate, to the fullest extent permitted by Nevada
General Corporation Law, the personal liability of directors and officers of BRI
for monetary damages arising from a breach of their fiduciary duties as
directors. The Articles of Incorporation also includes provisions to the effect
that we shall, to the maximum extent permitted from time to time under the laws
of the State of Nevada, indemnify any director or officer. In addition, our
bylaws require us to indemnify, to the fullest extent permitted by law, any
director, officer, employee or agent of BRI for acts which such person
reasonably believes are not in violation of our corporate purposes as set forth
in the Articles of Incorporation.

Potential future
issuances of additional common or preferred stock would dilute our current
stockholders.

We are authorized to issue up
to 100,000,000 shares of common stock. To the extent of such authorization, the
board of directors of BRI will have the ability, without seeking stockholder
approval, to issue additional shares of common stock in the future for such
consideration as the board of directors may consider sufficient. The issuance of
additional common stock in the future will reduce the proportionate ownership
and voting power of the common stock offered hereby. We are also authorized to
issue up to 10,000,000 shares of preferred stock, the rights and preferences of
which may be designated in series by the board of directors. To the extent of
such authorization, such designations may be made without stockholder approval.
The designation and issuance of series of preferred stock in the future would
create additional securities which would have dividend and liquidation
preferences over the currently outstanding common stock. In addition, the
ability to issue any future class or series of preferred stock could impede a
non-negotiated change in control and thereby prevent stockholders from obtaining
a premium for their common stock.

There is no assurance
that a liquid public market for our common stock will develop.

Although our common stock is
eligible for quotation on the OTC Bulletin Board and Pink Sheets, there has been
no significant trading. There has been no long term established public trading
market for our common stock, and there can be no assurance that a regular and
established market will be developed and maintained for the securities in the
future. There can also be no assurance as to the depth or liquidity of any
market for the common stock or the prices at which holders may be able to sell
the shares.

The market price of our
common stock is, and is likely to continue to be, highly volatile and subject to
wide fluctuations

In the event that a public
market for our common stock is created, market prices for the common stock will
be influenced by many factors, some of which are beyond our control, including:

|● | Dilution caused by our issuance of additional
      shares of common stock and other forms of equity securities, which we
      expect to make in connection with future capital financings to fund our
      operations and growth, to attract and retain valuable personnel and in
      connection with future strategic partnerships with other companies;
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|● | Announcements of new acquisitions, reserve
      discoveries or other business initiatives by our competitors;                                                                                                                                                                                                                                                
|● | Our ability to take advantage of new
      acquisitions, reserve discoveries or other business initiatives;                                                                                                                                                                                                                                                   
|● | Fluctuations in revenue from our oil and gas
      business as new reserves come to market;                                                                                                                                                                                                                                                                   
|● | Changes in the market for oil and natural gas
      commodities and/or in the capital markets
generally;                                                                                                                                                                                                                                                      

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|● | Changes in the demand for oil and natural gas,
      including changes resulting from the introduction or expansion of
      alternative fuels;    
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------
|● | Quarterly variations in our revenues and
      operating expenses;                                                                                 
|● | Changes in the valuation of similarly situated
      companies, both in our industry and in other industries;                                      
|● | Changes in analysts estimates affecting our
      company, our competitors and/or our industry;                                                   
|● | Changes in the accounting methods used in or
      otherwise affecting our industry;                                                               
|● | Additions and departures of key
personnel;                                                                                                         
|● | Announcements of technological innovations or
      new products available to the oil and gas industry;                                            
|● | Announcements by relevant governments
      pertaining to incentives for alternative energy development
programs;                                  
|● | Fluctuations in interest rates and the
      availability of capital in the capital markets; and                                                   
|● | Significant sales of our common stock,
      including sales by selling stockholders following the registration of
      shares under a prospectus.

These and other factors are
largely beyond our control, and the impact of these risks, singly or in the
aggregate, may result in material adverse changes to the market price of our
common stock and/or our results of operations and financial condition.

Our operating results
may fluctuate significantly, which cause the price of our common stock to
decline.

Our operating results will
likely vary in the future primarily as the result of fluctuations in our
production royalty, assuming commercial oil and gas is discovered on our mineral
rights property. Our revenues and operating expenses, expenses that we incur
regarding investments in drilling programs with other partners, the prices of
oil and natural gas in the commodities markets and other factors, may all cause
significant fluctuations in our operating results. If our results of operations
do not meet the expectations of current or potential investors, the price of our
common stock may decline.

We do not expect to pay
dividends in the foreseeable future.

We do not intend to declare
dividends for the foreseeable future, as we anticipate that we will reinvest any
future earnings in the development and growth of our business. Therefore,
investors will not receive any funds unless they sell their common stock, and
stockholders may be unable to sell their shares on favorable terms or at all.
Investors cannot be assured of a positive return on investment or that they will
not lose the entire amount of their investment in our common stock and warrants.

Risks Related To the Oil
and Gas Industry

Our cash flows, results
of operations, and general financial condition depend to a great extent on the
prevailing prices for crude oil and natural gas.

The extent to which we collect
royalties from our operators  currently our sole source of income  relies upon
our Lessees ability to earn revenue from producing oil and gas on our land.
That in turn depends on prevailing oil and gas prices, and oil and natural gas
are commodities with a history of price volatility that will likely continue.
Profitably exploring and producing oil and gas depends to a large extent on
exploration and production costs. When oil prices are sufficiently low, we or
our operators may obtain less in revenue than is spent on production, which
could result in a loss if not offset by our derivative investment activity.
Price fluctuations of oil and gas have resulted from a wide variety often
unpredictable events or conditions that lie entirely outside of our control.
Although it may be impossible to list everything that could potentially affect
the price of oil and natural gas, the following list is meant to illustrate the
great scope and breadth of factors that may impact oil and gas prices:

●
    Political conditions in the Middle East●
    Political conditions in Africa●
    Political conditions in South America●
    Political conditions in Russia●
    Domestic and foreign supply of oil and natural
      gas●
    Current prices●
    Expectations about future prices●
    Global oil and natural gas explorations
    levels●
    Global oil and natural gas production
  levels●
    Exploration costs●
    Development costs●
    Production costs


●
    Delivery costs●
    Levels of foreign oil and gas imports●
    Costs of importing oil●
    Cost of importing natural gas●
    Existence of the Organization of Petroleum
      Exporting Countries (OPEC)●
    Whether OPEC agrees to maintain oil
prices●
    Whether OPEN agrees to maintain
production●
    Speculative trading of derivative contracts
      based on oil and gas●
    Consumer demand levels●
    Weather
conditions


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●
    Natural disasters●
    Risks of operating oil drilling rigs●
    Technology impacting energy consumption
    levels●
    Domestic regulations and taxes●
    Foreign regulations and taxes●
    Terrorism and military action in the Middle
    East●
    Availability, proximity, and capacity of oil
      and natural gas transportation infrastructure●
    Availability, proximity, and capacity of oil
      and natural gas processing plants●
    Availability, proximity, and capacity of oil
      and natural gas storage units●
    Availability, proximity, and  capacity of oil and natural gas refinement
      facilities


●
    Price of alternative forms of energy●
    Availability of alternative forms of
  energy●
    Global economic conditions●
    Environmental regulation and enforcement●
    Global drilling activity●
    Threat of or engagement in armed conflict in
      oil producing regions●
    The overall commodities futures market●
    Impact of worldwide energy conservation
    measures●
    Localized supply and demand●
    Changes in supply, demand, and capacity for the
      various grades of crude oil and natural gas●
    Rate of future production●
    Competitive measures implemented by our
      competitors


A significant or prolonged
decline in crude oil or natural gas price could materially and negatively affect
our liquidity. It could also reduce the cash flow we have in capital
expenditures and other operating expenses. Such declines in price could limit
our ability to access credit and capital markets, which would negatively impact
our results of operations. Oil and gas price reductions also decrease the value
of our properties, which could require us to write down the value of our
property assets. Any of these things could materially and adversely affect our
results of operations, as well as the price and trading volume of our common
stock.

Drilling for and
producing oil and natural gas are high risk activities with many uncertainties
that could adversely affect our business, financial condition, or results of
operations.

Initially, our future success
will depend on the success of our development, exploitation, production, and
exploration activities conducted by our Lessees as our operators on our mineral
rights property. Oil and natural gas exploration and production activities are
subject to numerous risks beyond our control; including the risk that drilling
will not result in commercially viable oil or natural gas production. Our
decisions to participate in drilling projects, purchase mineral rights, explore,
develop or otherwise exploit prospects or properties will depend in part on the
evaluation of data obtained through geophysical and geological analyses,
production data and engineering studies, the results of which are often
inconclusive or subject to varying interpretations. The cost of drilling,
completing, and operating wells is often uncertain before drilling commences.
Overruns in budgeted expenditures are common risks that can make a particular
project uneconomical. Furthermore, many factors may curtail, delay or cancel
drilling, including the following:

|● | Delays imposed by or resulting from compliance with
      regulatory requirements;                          
|- | ------------------------------------------------------------------------------------------------------------
|● | Pressure or irregularities in geological formations;                                                        
|● | Shortages of or delays in obtaining qualified personnel or
      equipment, including drilling rigs and CO2;
|● | Equipment failures or accidents;                                                                            
|● | Adverse weather conditions, such as freezing temperatures,
      hurricanes and storms;                     
|● | Unexpected operational events, including accidents;                                                         
|● | Reductions in oil and natural gas prices;                                                                   
|● | Proximity to and capacity of transportation
facilities;                                                     
|● | Title problems; and                                                                                         
|● | Limitations in the market for oil and natural
  gas.                                                        

Exploration for oil and
gas is risky and may not be commercially successful. Advanced technologies used
by our Lessees cannot eliminate exploration risk, and Lessees falling short of
commercial success could impair our ability to generate
revenues.

Our future success will depend
on the success of exploratory drilling conducted by the Lessees on our mineral
rights property. Oil and gas exploration involves a high degree of risk. These
risks are more acute in the early stages of exploration. Our ability to produce
revenue and our resulting financial performance are significantly affected by
the prices we receive for oil and natural gas produced from wells on our
acreage, if any. Especially in recent years, the prices at which oil and natural
gas trade in the open market have experienced significant volatility, and will
likely continue to fluctuate in the foreseeable future due to a variety of
influences including, but not limited to, the following:

|● | Domestic and foreign demand for oil and natural gas by both
      refineries and end users;
|- | -------------------------------------------------------------------------------------------

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|● | The introduction of alternative forms of fuel
      to replace or compete with oil and natural gas;                                                                                                                                                                                                            
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|● | Domestic and foreign reserves and supply of oil
      and natural gas;                                                                                                                                                                                                                                         
|● | Competitive measures implemented by our
      competitors and domestic and foreign governmental bodies;                                                                                                                                                                                                        
|● | Political climates in nations that
      traditionally produce and export significant quantities of oil and natural
      gas (including military and other conflicts in the Middle East and
      surrounding geographic region) and regulations and tariffs imposed by
      exporting and importing nations;
|● | Weather conditions; and                                                                                                                                                                                                                                                                                        
|● | Domestic and foreign economic volatility and
      stability.                                                                                                                                                                                                                                                  

Expenditures on exploration on
our mineral rights property may not result in new discoveries of oil or natural
gas in commercially viable quantities. It is difficult to project the costs of
implementing exploratory horizontal drilling programs on our acreage due to the
inherent uncertainties of drilling in unknown formations, the costs associated
with encountering various drilling conditions, such as over-pressured zones and
tools lost in the hole, and changes in drilling plans and locations as a result
of prior exploratory wells or additional seismic data and interpretations
thereof.

Even when used and properly
interpreted, three-dimensional (3-D) seismic data and visualization techniques
only assist geoscientists in identifying subsurface structures and hydrocarbon
indicators. They do not allow the interpreter to know conclusively if
hydrocarbons are present or economically producible. In addition, the use of
three-dimensional (3-D) seismic data becomes less reliable when used at
increasing depths. Our Lessees could incur losses as a result of expenditures on
unsuccessful wells on our acreage. If exploration costs exceed estimates, or if
exploration efforts do not produce results which meet expectations of our
Lessees, exploration efforts may not be commercially successful, which could
adversely impact our Lessees ability to generate revenues from operations on
our acreage.

Estimates of proved oil
and natural gas reserves are uncertain and any material inaccuracies in these
reserve estimates will materially affect the quantities and the value of our
reserves.

The process of estimating oil
and natural gas reserves is complex. This process requires significant decisions
and assumptions in the evaluation of available geological, geophysical,
engineering and economic data for such reservoir. Therefore, these estimates are
inherently imprecise. Actual future production, oil and natural gas prices,
revenues, taxes, development expenditures, operating expenses and quantities of
recoverable oil and natural gas reserves will vary from those estimated. Any
significant variance could materially affect the estimated quantities and the
value of our reserves.

Our oil company Lessees
may not be able to develop oil and gas reserves on an economically viable basis
on our mineral rights property.

If our oil company lessees
succeed in discovering oil and/or natural gas reserves, we cannot be assured
that these reserves will be capable of long-term sustainable production levels
or in sufficient quantities to be commercially viable. On a long-term basis, our
viability depends on our Lessees ability to find or acquire, develop and
commercially produce additional oil and natural gas reserves on our acreage. Our
future revenue will depend not only on the Lessees ability to develop our
acreage, but also on our ability to identify and acquire additional suitable
producing properties or prospects, to find markets for the oil and natural gas
if we can develop a prospect and to effectively distribute any production into
our markets.

Future oil and gas exploration
may involve unprofitable efforts, not only from dry wells, but from holes that
are productive but do not produce sufficient net revenues to return a profit
after drilling, operating and other costs. Completion of a well does not assure
a profit on the investment or recovery of drilling, completion, and operating
costs. In addition, drilling hazards or environmental damage could greatly
increase the cost of operations, and various field operating conditions may
adversely affect the production from successful wells. These conditions include
delays in obtaining governmental approvals or consents, shut-downs of connected
wells resulting from extreme weather conditions, problems in storage and
distribution and adverse geological and mechanical conditions. While our Lessees
will endeavor to effectively manage these conditions, they cannot be assured of
doing so optimally, and they will not be able to eliminate them completely in
any case. Therefore, these conditions could diminish our royalty revenue and
cash flow levels and result in the impairment of our oil and natural gas
interests.

Environmental
regulations may adversely affect our business.

All phases of the oil and gas
business present environmental risks and hazards and are subject to
environmental regulation pursuant to a variety of federal, state and municipal
laws and regulations. Environmental legislation provides for, among other
things, restrictions and prohibitions on spills, releases or emissions of
various substances produced in association with oil and gas operations. The
legislation also requires that wells and facility sites be operated, maintained,
abandoned and reclaimed to the satisfaction of applicable regulatory
authorities. Compliance with such legislation can require significant
expenditures and a breach may result in the imposition of fines and penalties,
some of which may be material. Environmental legislation is evolving in a manner
we expect may result in stricter standards and enforcement, larger fines and
liability and potentially increased capital expenditures and operating costs.
The discharge of oil, natural gas, or other pollutants into the air, soil or
water may give rise to liabilities to governments and third parties and may
require us to incur costs to remedy such discharge.

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The application of
environmental laws to our business may cause us to curtail our production or
increase the costs of our production, development or exploration activities.

Federal or state
hydraulic fracturing legislation could increase our Lessees costs or restrict
their access to oil and natural gas reserves.

Hydraulic fracturing is an
important and common practice that is used to stimulate production of natural
gas and/or oil from dense subsurface rock formations. The process involves the
injection of water, sand and chemicals under pressure into the targeted
subsurface formations to fracture the surrounding rock and stimulate production.
Hydraulic fracturing using fluids other than diesel is currently exempt from
regulation under the federal Safe Drinking Water Act (the SDWA), but opponents
of hydraulic fracturing have called for further study of the techniques
environmental effects and, in some cases, a moratorium on the use of the
technique. Several proposals have been submitted to Congress that, if
implemented, would subject all hydraulic fracturing to regulation under SDWA.
Eliminating this exemption could establish an additional level of regulation and
permitting at the federal level that could lead to Our Lessees operational
delays or increased their operating costs and could result in additional
regulatory burdens that could make it more difficult to perform hydraulic
fracturing and increase our Lessees cost of compliance and doing business. In
addition, the U.S. Environment Protection Agencys (the EPAs) Office of
Research and Development is conducting a scientific study to investigate the
possible relationships between hydraulic fracturing and drinking water. The
results of that study, which are expected to be available in draft during 2014
for peer review and public comment, could advance the development of additional
regulations.

Moreover, the EPA has
announced that it will develop effluent limitations for the treatment and
discharge of wastewater resulting from hydraulic fracturing activities in 2014.
The U.S. Department of Energy has conducted an investigation into practices the
agency could recommend to better protect the environment from drilling using
hydraulic fracturing completion methods and issued a report in 2011 on immediate
and longer-term actions that may be taken to reduce environmental and safety
risks of shale gas development. Also, in May 2013, the federal Bureau of Land
Management published a supplemental notice of proposed rulemaking governing
hydraulic fracturing on federal and Indian oil and gas leases that would require
public disclosure of chemicals used in hydraulic fracturing, confirmation that
wells used in fracturing operations meet appropriate construction standards, and
development of appropriate plans for managing flow-back water that returns to
the surface. These ongoing or proposed studies, depending on their degree of
pursuit and any meaningful results obtained, could spur initiatives to further
regulate hydraulic fracturing under the federal SDWA or other regulatory
mechanisms.

Although it is not possible at
this time to predict the final outcome of these ongoing or proposed studies or
the requirements of any additional federal or state legislation or regulation
regarding hydraulic fracturing, any new federal, state, or local restrictions on
hydraulic fracturing that may be imposed in areas where we conduct business,
such as the Bakken and Three Forks areas, could significantly increase our
Lessees operating, capital and compliance costs as well as delay or halt our
ability to develop oil and natural gas reserves.

Possible regulation
related to global warming and climate change could have an adverse effect on our
operations and demand for oil and natural gas.

Based on findings by the EPA
in December 2009 that emissions of GHGs present and endangerment to public
health and the environment because emissions of such gases are contributing to
warming of the Earths atmosphere and other climatic changes, the EPA adopted
regulations under existing provisions of the CAA that establish PSD construction
and Title V operating permit reviews for certain large stationary sources that
are potential major sources of GHG emissions. Facilities required to obtain PSD
permits for their GHG emissions also will be required to meet best available
control technology standards that will be established by the states or the EPA.
The EPA has also adopted rules requiring the monitoring and reporting of GHG
emissions from specified sources in the United States, including, among others,
certain onshore oil and natural gas production facilities on an annual basis,
which includes certain f our operations. While Congress has from time to time
considered legislation to reduce emissions of GHGs, there has not been
significant activity in the form of adopted legislation to reduce GHG emissions
at the federal level in recent years. In the absence of such federal climate
legislation, a number of state and regional efforts have emerged that are aimed
at tracking and/or reducing GHG emissions by means of cap and trade programs
that typically require major sources of GHG emissions, such as electric power
plants, to acquire and surrender emission allowances in return for emitting
those GHGs. If Congress undertakes comprehensive tax reform in the coming year,
it is possible that such reform may include a carbon tax, which could impose
additional direct costs on our operations and reduce demand for refined
products. Finally, it should be noted that some scientists have concluded that
increasing concentrations of GHGs in the Earths atmosphere may produce climate
changes that have significant physical effects, such as increased frequency and
severity of storms, floods and other climatic events; if any such effects were
to occur, they could have an adverse effect on our Lessees exploration and
production operations.

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Our business will suffer
if we cannot obtain or maintain necessary licenses.

Our oil company Lessees
proposed exploration and drilling operations on our mineral rights property will
require licenses, permits, bonds, and in some cases renewals of licenses and
permits from various governmental authorities. Our Lessees ability to obtain,
sustain, or renew such licenses and permits on acceptable terms is subject to
change in regulations and policies and to the discretion of the applicable
governments, among other factors. Our Lessees inability to obtain, or our loss
of or denial of extension of, any of these licenses or permits could hamper our
ability to produce revenues from our operations.

Lessees may have
difficulty distributing oil or natural gas production, which could harm our
financial condition.

In order to sell the oil and
natural gas that our Lessees may be able to produce, they will have to make
arrangements for storage and distribution to the market. They will rely on local
infrastructure and the availability of transportation for storage and shipment
of our products, but infrastructure development and storage and transportation
facilities may be insufficient for their needs at commercially acceptable terms
in the immediate area of our leases. This could be particularly problematic to
the extent that our operations are conducted in remote areas that are difficult
to access, such as areas that are distant from shipping and/or pipeline
facilities. These factors may affect our Lessees ability to explore and develop
our property and to store and transport oil and natural gas production and may
increase expenses.

Furthermore, weather
conditions or natural disasters, actions by companies doing business in one or
more of the areas where our property is located. Labor disputes may impair the
distribution of oil and/or natural gas and in turn diminish our financial
condition or ability to generate royalty income, if commercial wells are drilled
and completed on our property, of which there is no assurance.

Challenges to our
property rights may impact our financial condition.

Title to oil and gas interests
is often not capable of conclusive determination without incurring substantial
expense. While we intend to make appropriate inquiries into the title of
properties and other development rights we acquire, title defects may exist. In
addition, we may be unable to obtain adequate insurance for title defects, on a
commercially reasonable basis or at all. If title defects do exist, if a legal
dispute concerning such property occurs, it is possible that we may lose all or
a portion of our right, title and interests in and to the properties to which
the title defects relate.

If our property rights are
reduced, our Lessees ability to conduct our exploration, development and
production activities may be impaired.

Certain U.S. federal
income tax deductions currently available with respect to oil and gas
exploration and development may be eliminated as a result of proposed
legislation.

President Obamas budget
proposal for fiscal year 2014 recommended the elimination of certain key United
States federal income tax preferences currently available to oil and natural gas
exploration and production companies. These changes include, but are not limited
to, (i) the repeal of the percentage depletion allowance for oil and gas
properties, (ii) the elimination of current deductions for intangible drilling
and development costs, (iii) the elimination of the deduction for United States
production activities for oil and gas production, and (iv) the extension of the
amortization period for certain geological and geophysical expenditures. It is
unclear whether any such changes or similar changes will be enacted or, if
enacted, how soon any such changes could become effective. The passage of this
legislation or any other similar changes in U.S. federal income tax law could
affect certain tax deductions that are currently available with respect to oil
and gas exploration and production. Any such changes could have an adverse
effect on our financial position, results of operations and cash flows primarily
because such changes may impact the operations of our operators from whom we
currently derive substantially all of our revenues.

ITEM 2. PROPERTIES

Description of Certain
Property and Leases

General

On December 1, 2010, BRI
entered into a one-year office lease for its principal office in Helena,
Montana, renewable for up to five years, for a 2,175 square foot executive
office, for a monthly charge of $1,600 for the first year; $1,800 second year;
$2,000 third year; $2,200 fourth year; and $2,500 fifth year.

As of December 31, 2014 BRI
owns mineral rights for 7,200 (net 1,600) acres in the Bakken/Three Forks in
North Dakota.

The BRI mineral rights are
leased primarily to three well operators, Oasis Petroleum, Continental Resources
and Statoil ASA (formerly, Brigham Oil). As of December 31, 2014, we have
received division orders and/or royalty payments for forty-three Bakken formation wells, twenty-three Three Forks
formation wells and three Madison formation wells.

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The following table presents
information about the produced oil and gas volumes for the years ended December
31, 2014 and 2013. The information comes from the North Dakota Industrial
Commission website and royalty payments received from the well operators. As of
December 31, 2014, the Company has received division orders forty-three Bakken
formation wells, twenty-three Three Forks formation wells and three Madison
formation wells. The reported amounts are from those wells. The Company did not
begin operations until late 2010.

Year
      EndedDecember 31,2014
    
    2013Net ProductionOil
      (Bbl)
    
    
    3,308,202
    
    
    3,297,848Natural Gas (Mcf)
    
    
    3,280,820
    
    
    3,037,076Flared Gas (Mcf)
    
    
    296,421
    
    
    442,128Average Sales PriceOil
      (per Bbl)
    
    $
    85.20
    
    $
    85.25Natural Gas (per Mcf)
    
    $
    6.92
    
    $
    5.72


The table shows that oil
production declined slightly, 1%, from 2013 to 2014. Natural gas grew slightly
from 2013, 2%. There are several story lines that drove 2014 financial results:
first, oil and natural gas production. While overall oil production was down
slightly from 2013 and natural gas was up slightly, those overall trends mask
the greater theme that will drive BRI revenues for the next several years.
During 2014, 18 new wells began producing. The strong production from these new
wells compensated for declining production from existing wells. The production
decline curve on shale wells can be significant. After strong initial
production, production volumes begin to fall off each year, often requiring
refracking. Therefore, new production volume is necessary to ensure that
production volume will grow. New production that occurred during the fourth
quarter drove oil and natural gas production to the highest levels in company
history.

Second, BRI well capacity. We
expect to see new wells coming online each year for the next several years.
Based upon current well spacing rules promulgated by the NDIC, BRIs existing
leases can support a total of 190 wells. We currently have 87 wells in either
the permitting, confidential, or producing status. Therefore, we have capacity
for 103 more wells.

Third, current oil and natural
gas market conditions. The precipitous decline in oil and natural gas prices
during the last quarter of 2014 invariably had and will have an impact on
production and the timing of new wells. Average well production days declined in
the fourth quarter reflecting lower unit prices and to some degree winter
weather. Shale wells are more expensive to drill than traditional wells.
Therefore, artificially low prices make it difficult for operators to drill
expensive wells. However, we expect that prices will rebound in 2015 and
stabilize in the $50-$55 per barrel range in 2016. While production volumes will
stabilize, lower unit prices will undermine 2015 revenue.

The Companys royalty payments
from the production noted above vary by well. Wells are drilled in spacing units
which are typically 1,280 acres or two sections but can include up to four
sections. The royalty percentage is determined based on the amount of mineral
interest acreage owned by BRI and the lease rate for that acreage. Because the
mineral interest owned by BRI varies by well, the royalty percentage also
varies. Our average royalty for the forty-three (43) Bakken formation well,
three (3) Madison formation wells, and twenty-three (23) Three Forks formation
wells is approximately 1.14%. Using the numbers shown above, the reported oil
production was sold at the average sales price of $84.20 per barrel and natural
gas was sold at an average price per mcf of $6.92, gross revenue would be
$301,253,882. Actual royalty revenue accrued by BRI in 2014 total $2,921,721 or
1.14% of gross production revenue. The average royalty percentage, 1.14%, is
down from 1.35% in 2013. This decline reflects an increase in production from
three forks formation wells which only have a small (2%) retained royalty, thus
reducing the overall percentage.

Flared gas is natural gas
produced from a well that is vented into the atmosphere rather than entering the
gas pipeline. Flaring gas is an integral part of the exploration, production,
and processing of products from shale formations. It is a necessary to test and
control well pressure, is a safety mechanism, and is a process to manage gas
during compression and processing. Flared gas has become a hot issue in North
Dakota. Flared gas is not sold therefore; it is not included in royalty
payments. The state of North Dakota has implemented rigorous rules pertaining to
flared gas. Consequently, flared gas declined significantly from 2013 to 2014. However, market conditions may
change in 2015 that may increase flaring on Bakken wells.

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On September 21, 2011, the
Companys Board of Directors approved the purchase of the Duck Lake minerals
from Lincoln Green, Inc (LGI). Under the terms of the agreement, the Company
agreed to pay LGI $250,000 for approximately a 50% interest in 2,200 net mineral
acres. The Duck Lake mineral rights were leased until September 2013 but have
not been developed as of December 31, 2014 and have been subsequently written
down from $250,000 to $50,000. This asset write-down is predicated upon fraud
allegations made against the companys Chief Executive Officer in relation to
this transaction.

Depletion of oil and
natural gas properties

Our depletion expense is
driven by estimates of well production, estimates of number of wells to be
drilled and the cost to acquire mineral leases. Depletion expense of $325,598
was recorded in 2013. Depletion expense of $14,507 was recorded during the year
ended December 31, 2014.

Location of BRIs Mineral
Rights

The following contains the
descriptions and map of the locations where our mineral acreage is currently
located (also includes locations of certain wells located on our properties).

|TOWNSHIP 151 NORTH, RANGE 100
  WEST
|------------------------------------
|                                    
|Section 6:                          
|                                    
|TOWNSHIP 152 NORTH, RANGE 100
  WEST
|                                    
|Section 5:                          
|Section 6:                          
|Section 7:                          
|Section 8:                          
|Section 9:                          
|Section 10:                         
|Section 15:                         
|Section 17:                         
|Section 18:                         
|Section 20:                         
|Section 21:                         
|Section 22:                         
|Section 23:                         
|Section 29:                         
|Section 30:                         
|Section 31:                         
|Section 32:                         
|                                    
|TOWNSHIP 152 NORTH, RANGE 101
  WEST
|                                    
|Section 1:                          
|Section 12:                         
|Section 13:                         
|Section 24:                         
|Section 25:                         
|Section 26:                         
|Section 35:                         

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To read this table or to check
the location on a map, begin with the heading at the top and read down the side
for a specific section, then read across for the description of the acreage
owned by BRI. For example, in Township 151 North, Range 100 West, BRI owns
acreage in Section 6. Specifically, BRI owns Lots 2 and 3 in that Section. In
addition, we also own the Southwest quarter of the Northeast quarter of the
section, the Southeast quarter, the Northwest quarter, the Northwest quarter of
the Southeast quarter.



Well Map Updated January
2013Map Shows Drilling Units forBakken Resources, Inc.McKenzie
County, N.D.(Each section is approximately 640 acres or one (1) square
mile)

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Table of Contents

Description of Oil Leases
and Oil Production

As of December 31, 2014, our
properties in North Dakota are leased primarily to three operators: Oasis
Petroleum, Continental Resources and Statoil, ASA. The executed oil leases cover
various parcels of land in the same general region, primarily in McKenzie
County, North Dakota. The leases have lease periods of between 3 and 8 years
with starting dates from March 2003 to December 2009. All but three of the
leases have landowner royalties payable by the oil company Lessees on gross
proceeds from oil and gas production of 17%. Currently, most of the leases
covering the Companys mineral acres contain what is commonly referred to as
continuous drilling clauses. Generally, a continuous drilling clause requires
an operator to maintain active drilling operations in order to hold or extend an
oil and gas lease past the natural expiration date of the lease.

A majority of the Companys
current leases currently have active drilling operations and are likely to have
active operations in the foreseeable future.

The following table describes
in general a representative sample of the leases held by the Company. From time
to time, leases may be divided or consolidated among various lessees without
prior consent or notification to the Company so such table is intended for
illustrative purposes only.

TotalLandownerLegal
    
    Lease
    
    Gross
    
    Net
    
    Original
    
    Current
    
    RoyaltyDescription
    
    Period
    
    Acres
    
    Acres
    
    Lessee
    
    lessee
    
    Percentage151N, R100W, Section 6: Lots 2(40.00),3(40.00),
    
    
    
    
    
    
    
    
    
    OasisSE4NW4, SW4NE4
    
    7/29/08-7/29/13
    
    1,203
    
    413
    
    Empire Oil
    
    Petroleum
    
    17%152N, R100W, Sec 8: NW4NW4, S2NW4, SW4,
    
    
    
    
    
    
    
    
    
    OasisS2SE4, NE4NE4
    
    "
    
    
    
    
    
    Empire Oil
    
    Petroleum
    
    17%152N, R100W, Sec 9: Lots 1(21.20), 2(26.60),
    3(42.10),
    
    
    
    
    
    
    
    
    
    Oasis4(43.00), SW4NW4, SW4, S2SE4
    
    "
    
    
    
    
    
    Empire Oil
    
    Petroleum
    
    17%152N, R100W, Sec 10: Lots
    2(18.80),3(17.20),4(34.20),
    
    
    
    
    
    
    
    
    
    OasisS2SW4
    
    "
    
    
    
    
    
    Empire Oil
    
    Petroleum
    
    17%Oasis152N, R100W, Sec 15: NE4NW4
    
    "
    
    
    
    
    
    Empire Oil
    
    Petroleum
    
    17%Oasis152N, R101W, Sec 1: SE4SE4
    
    "
    
    
    
    
    
    Empire Oil
    
    Petroleum
    
    17%Oasis152N, R100W, Sec 5: SWSW
    
    7/14/08-7/14/13
    
    193
    
    64
    
    Empire Oil
    
    Petroleum
    
    17%Oasis152N, R100W, Sec 6: Lot 14(33.38) S2SE, SESW
    
    "
    
    
    
    
    
    Empire Oil
    
    Petroleum
    
    17%152N, R100W, Sec 7: Lot 1(33.53), Lot 2(33.55),
    
    
    
    
    
    
    
    
    
    OasisE2NW4, NE4
    
    3/1/05-3/1/12
    
    307
    
    101
    
    Sundance
    
    Petroleum
    
    17.50%152N, R100W, Sec 17: All plus all accretions and
    
    
    
    
    
    
    
    
    
    Oasisriparian rights thereto
    
    9/9/03-9/9/11
    
    2,227
    
    533
    
    Empire Oil
    
    Petroleum
    
    17%152N, R100W, Sec:7: Lots 3(33.63), 4(33.59), E2SW,
    
    
    
    
    
    
    
    
    
    OasisSE
      Plus all accretions and riparian rights thereto
    
    
    
    
    
    
    
    Empire Oil
    
    Petroleum
    
    17%Oasis152N, R100W, Sec 20 All
    
    "
    
    
    
    
    
    Empire Oil
    
    Petroleum
    
    17%Oasis152N, R100W, Sec 21 All
    
    "
    
    
    
    
    
    Empire Oil
    
    Petroleum
    
    17%Oasis152N, R100W, Sec 18: Lot 1(33.63), NENW, N2NE
    
    5/21/09-5/21/12
    
    394
    
    103
    
    Empire Oil
    
    Petroleum
    
    17%Oasis152N, R101W, Sec 13: N2NE, NW
    
    "
    
    
    
    
    
    Empire Oil
    
    Petroleum
    
    17%Oasis152N, R100W, Sec 22: W2, SE4
    
    1/19/05-1/19/12
    
    480
    
    103
    
    Armstrong
    
    Petroleum
    
    17.50%Oasis152N, R100W, Sec 23: W2SW
    
    7/14/08-7/14/11
    
    80
    
    13
    
    Empire Oil
    
    Petroleum
    
    17%Oasis152N, R100W, Sec 29: NE, N2NW
    
    11/24/04-11/24/11
    
    1,029
    
    95
    
    Empire Oil
    
    Petroleum
    
    17%152N, 100W, Sec 30: Lot 3 (34.31), Lot 4 (34.37),E1/2SW1/4, W1/2SE1/4152N, 101W, Sec 24 SW1/4152N, R101W, Sec 25: NWNE, S2NE, N2NW, SENW,
    
    
    
    
    
    
    
    
    
    OasisNESW, N2SE, SESE
    
    "
    
    
    
    
    
    Empire Oil
    
    Petroleum
    
    17%152N, R100W, Sec 31: Lot 1(34.43), 2(34.49),
    3(34.55),
    
    
    
    
    
    
    
    
    
    Oasis4(34.61), E2W2, E2
    
    7/14/08-6/10/12
    
    858
    
    133
    
    Empire Oil
    
    Petroleum
    
    17%Oasis152N, R100W, Sec 32: W2W2, SENW, NESW
    
    "
    
    
    
    
    
    Empire Oil
    
    Petroleum
    
    17%Diamond152N, R101W, Sec 26: SE, except 6.32 acres
    
    4/8/08-4/8/11
    
    154
    
    5
    
    Resources
    
    
    
    17%152N, R101W, Sec 35: E 1/2 NE 1/4, SW 1/4 NE 1/4,
    
    
    
    
    
    
    
    Diamond
    
    OasisSE
      1/4 NW 1/4
    
    9/13/02-9/13/05
    
    160
    
    5
    
    Resources
    
    Petroleum
    
    15%Total
    
    
    
    7,085
    
    1,570


Note: The gross and net
amounts are slightly lower than amounts that appear elsewhere in this document.
There are 160 gross mineral acres and 78 net mineral acres not covered by lease.

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The landowner royalty interest
is the revenue royalty paid by the contracted oil drilling company (Oasis
Petroleum for example) on whatever oil and gas revenue they generate from the
particular lease. If Oasis Petroleum generates $100,000 in oil and gas revenue
from acreage subject to the BRI landowner royalty of 17%, BRI would receive in
royalty payments of $17,000 (assuming that we have 100% of the acreage under the
applicable spacing unit). Using the same example, pursuant to the 5% overriding
royalty interest on all oil and gas revenue received by BRI from the assets
purchased from Holms Energy for ten years (measured from the date of purchase),
Holms Energy would receive a 5% over-riding royalty payment of $5,000 from BRI,
thus resulting in a net payment of $12,000 to BRI. Royalties paid to BRI are
adjusted to reflect the number of net mineral acres underlying the spacing under
which the producing well is drilled.

To illustrate, the leases with
Oasis Petroleum do not specify which geological formation must be drilled, but
they are specific to oil and gas hydrocarbon drilling. The leases do not impose
any performance criteria on the Lessees except the date that well is required to
be drilled. We have no control over any operating decisions made by Oasis
Petroleum as it relates to: 1) which formation it will drill; 2) levels at which
the well will be produced; 3) who Oasis Petroleum uses as contractor for
drilling and completing wells; 4) who Oasis Petroleum sells the oil and gas to;
or 5) any influence on any aspect of recovery.

Once a well is drilled and
production established, of which there is no assurance, the lease is considered
held by production, meaning the lease continues as long as oil is being
produced. As of December 31, 2014, drilling activity on the Companys mineral
acreage is likely to hold by production most if not all of the Companys leases
Several of our leases, however, require the operator to have continuous
drilling operations which would require the operator to continue drilling
activities in order to qualify the lease to be held by production. Other
locations within the drilling unit created for a well may also be drilled at any
time with no time limit as long as the lease is held by production. The Company
is currently conducting an internal audit of its leases and mineral acreage
holdings.

Given the recent drilling
activity on our properties as well as the relatively recent development of
horizontal drilling techniques in general, a proven reserve estimate is not
obtainable at this time. Operators have estimated that the range of recoverable
barrels of oil from a particular producing well can vary from 200,000 to as high
as 1,000,000 barrels during its viable lifetime.(Source:
http://www.milliondollarwayblog.com/p/faq.html)

ITEM 3. LEGAL PROCEEDINGS.

On April 2, 2012, BRI was
served with a summons relating to a complaint filed by Allan Holms, both
individually and derivatively through Roil Energy, LLC. Allan Holms is the
half-brother of BRIs CEO, Val Holms. The complaint (filed in the Superior Court
of the State of Washington located in Spokane County) names, among others,
Joseph Edington, Val and Mari Holms, Holms Energy, LLC and BRI as defendants.
The Complaint primarily alleges breach of contract, tortious interference with
prospective business opportunity and fraud. The complaint focuses on events
allegedly occurring around February and March 2010 whereby Allan Holms alleged
an oral agreement took place whereby he was to receive up to 40% of the
originally issued equity of Roil Energy, LLC. Allan Holms alleges Roil Energy
was originally intended to be the predecessor entity to BRI. Both Mr. Val Holms,
our CEO, and BRI dispute such allegations in their entirety and intend to and
have vigorously defended against such claims. This case went to trial in
November 2013. Following trial, the Court issued conclusions that the evidence
presented in this case did not support Allan Holms claims that an oral
agreement existed. Post-trial motions are currently being heard in this case and
final judgment is expected to be issued following the conclusion of such
post-trial motions.

On June 6, 2012, the Company
filed a Temporary Restraining Order (the TRO) and Verified Complaint for
Injunctive Relief against McKinley Romero, Peter Swan Investment Consulting Ltd
and IWJ Consulting Group, LLC (collectively, the Defendants), in connection
with the Defendants request to the transfer agent to remove restrictive legends
from an aggregate of 4.7 million shares, which the Company believes were
improperly obtained by the Defendants. The Company obtained the TRO from the
Second Judicial District Court of the State of Nevada, County of Washoe on June
6, 2012 enjoining the Defendants from seeking removal of the restrictive
legends. On a scheduled hearing on June 26, 2012 the judge in this matter ruled
in favor of the Companys motion for a preliminary injunction. The order
granting such preliminary injunction was issued from this court on August 14,
2012. The Company obtained a default judgment against the Defendants on June 12, 2014.

In March 2013, the Company
received notice of a complaint titled Gillis v. Bakken Resources, Inc., Case No.
A-13-675280-B, filed in the District Court of the State of Nevada for Clark
County. Mr. Gillis, the plaintiff in this matter (the Gillis Case), is the
trustee of the Bruce and Marilyn Gillis 1987 Trust. Mr. Gillis is alleging that
the Company breached certain registration rights obligations pursuant to an equity
investment made at or around November 2010. The Court in this matter granted
class certification and class notice in March 2014. The Company settled this matter in September 2014.

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In March 2014, the Company
received notice of a complaint titled Manuel Graiwer and TJ Jesky v. Val Holms,
Herman Landeis, Karen Midtlyng, David Deffinbaugh, Bill Baber, W. Edward Nichols
and Wesley Paul, Case No. CV14 00544, filed in the Second Judicial
District Court of the State of Nevada for Washoe County. Mssrs. Graiwer and
Jesky, the plaintiffs in this matter (the Graiwer Case), bring action on
behalf of the Company derivatively, and the Company is also named as a nominal
defendant. Mssrs. Graiwer and Jesky are shareholders of the Company and allege
breach of fiduciary duty, gross negligence, corporate waste, unjust enrichment
and civil conspiracy against one or more of the named defendants. The Company
and is also informed that each of the other named defendants denies the validity
of the claims made in the Graiwer Case and each intends to vigorously defend
against such claims, as applicable. The plaintiffs in the Graiwer case have agreed to dismiss all claims against all defendants except Val Holms, and such
dismissal is pending approval by the Court.

ITEM 4. MINE SAFETY
DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR
REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES.

Market Information

BRIs common stock was
approved for quotation on the OTC Bulletin Board of the National Association of
Securities Dealers (NASD) on July 29, 2009, under the symbol MLTX, and that
symbol was changed to BKKN on December 17, 2010. A limited public market for
our common stock has developed on the OTC Bulletin Board. For purposes of this
Item the existence of limited or sporadic quotations should not of itself be
deemed to constitute an established public trading market.

For any market that develops
for our common stock, the sale of restricted securities (common stock)
pursuant to Rule 144 of the Securities and Exchange Commission by members of
management or any other person to whom any such securities were issued or may be
issued in the future may have a substantial adverse impact on any such public
market. Present members of management and shareholders at December 2, 2010 when
BRI ceased to be a shell company, satisfied the one year holding period of
Rule 144 for public sales of their respective holdings in accordance with Rule
144 on December 2, 2011. See the caption Recent Sales of Unregistered
Securities, of this Item, below. A minimum holding period of one year is
required for resales under Rule 144 for shareholders of former shell companies,
along with other pertinent provisions, including publicly available information
concerning BRI, limitations on the volume of restricted securities which can be
sold in any ninety (90) day period, the requirement of unsolicited brokers
transactions and the filing of a Notice of Sale on Form 144.

The quoted bid or asked price
for the shares of common stock of BRI for the quarterly periods from January 1,
2014 through December 31, 2014 ranged from $0.08 to $0.24.

Holders

The number of record holders
of BRIs common stock as of the date of this Report is approximately 149.

Dividends

The payment of dividends is
subject to the discretion of our Board of Directors and will depend, among other
things, upon our earnings, our capital requirements, our financial condition,
and other relevant factors. We have not paid or declared any dividends upon our
common stock since our inception and, by reason of our present financial status
and our contemplated financial requirements, we do not anticipate paying any
dividends upon our common stock in the foreseeable future.

We have never declared or paid
any cash dividends. We currently do not intend to pay cash dividends in the
foreseeable future on the shares of common stock. We intend to reinvest any
earnings or proceeds we may receive in the development and/or expansion of our
business. Any cash dividends in the future to common stockholders will be
payable when, as and if declared by our Board of Directors, based upon the
Boards assessment of:

|● | Our financial condition;                                                       
|- | -------------------------------------------------------------------------------
|● | Earnings;                                                                      
|● | Need for funds;                                                                
|● | Capital requirements;                                                          
|● | Prior claims of
      preferred stock to the extent issued and outstanding; and
|● | Other factors, including
      any applicable laws.                            

Therefore, there can be no
assurance that any dividends on the common stock will ever be paid.

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Securities Authorized for
Issuance under Equity Compensation Plans

Stock Option
Plan

The Board of Directors of our
predecessor approved the Stock Option Plan on November 3, 2008 and then on June
16, 2010, authorized an increase in the total common stock, $.001 par value,
available in the Company's 2008 Non-Qualified Stock Option and Stock
Appreciation Rights Plan from one million (1,000,000) shares to five million
(5,000,000) shares, to be granted to officers, directors, consultants, advisors,
and other key employees of BRI and its subsidiaries. This was ratified by the
shareholders on November 12, 2010. The total number of options that can be
granted under the plan will not exceed 5,000,000 shares. Non-qualified stock
options will be granted by the Board of Directors with an option price not less
than the fair market value of the shares of common stock to which the
non-qualified stock option relates on the date of grant. In no event may the
option price with respect to an incentive stock option granted under the stock
option plan be less than the fair market value of such common stock.

Each option granted under the
stock option plan will be assigned a time period for exercising not to exceed
ten years after the date of the grant. Certain other restrictions will apply in
connection with this plan when some awards may be exercised. This plan is
intended to encourage directors, officers, employees and consultants to acquire
ownership of common stock. The opportunity so provided is intended to foster in
participants a strong incentive to put forth maximum effort for BRIs continued
success and growth, to aid in retaining individuals who put forth such effort,
and to assist in attracting the best available individuals to BRI in the future.

The following table sets forth
information about the common stock available for issuance under compensatory
plans and arrangements as of December 31, 2014. There are no equity compensation
plans not approved by security holders.

|Plan Category                | Number of securities to be
      issued | Weighted-average exercise     | Number of securities
    remaining        
|---------------------------- | --------------------------------------- | ----------------------------- | ------------------------------------------
|                             | upon exercise of outstanding            | price of outstanding
options, | available for future issuance
      under 
|                             | options, warrants, and
    rights.      | warrants, and rights          | equity compensation plans
      (excluding
|                             |                                         |                               | securities reflected in column
      (a)) 
|                             |                                         |                               |                                           
|                             | (a)                                     | (b)                           | (c)                                       
|Equity compensation plan     |                                         |                               |                                           
|approved by security holders | 500,000                                 | $0.10                         | 4,500,000                                 
|                             |                                         |                               |                                           
|Total                        | 500,000                                 | $0.10                         | 4,500,000                                 

The transfer agent of BRI is
Nevada Agency and Transfer Company, located at 50 W Liberty St, Ste 880, Reno,
NV, 89501.

Recent Sales of
Unregistered Securities; Use of Proceeds from Unregistered
Securities

Since December 31, 2012, the
Company has not entered in any sales of unregistered securities.

ITEM 6. SELECTED FINANCIAL
DATA

Not applicable for smaller
reporting companies.

ITEM 7. MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Caution Regarding
Forward-Looking Information

All statements contained in
this Form 10-K, other than statements of historical facts, that address future
activities, events or developments are forward-looking statements, including,
but not limited to, statements containing the words believe, expect,
anticipate, intends, estimate, forecast, project, and similar
expressions. All statements other than statements of historical fact are
statements that could be deemed forward-looking statements, including any
statements of the plans, strategies and objectives of management for future
operations; any statements concerning proposed new acquisitions, products,
services, developments or industry rankings; any statements regarding future
economic conditions or performance; any statements of belief; and any statements
of assumptions underlying any of the foregoing. These statements are based on
certain assumptions and analyses made by us in light of our experience and our
assessment of historical trends, current conditions and expected future
developments as well as other factors we believe are appropriate under the
circumstances. However, whether actual results will conform to the expectations
and predictions of management is subject to a number of risks and uncertainties
described under Risk Factors under Item 1A above that may cause actual results
to differ materially.

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Consequently, all of the
forward-looking statements made in this Form 10-K are qualified by these
cautionary statements and there can be no assurance that the actual results
anticipated by management will be realized or, even if substantially realized,
that they will have the expected consequences to or effects on our business
operations. Readers are cautioned not to place undue reliance on such
forward-looking statements as they speak only of the Company's views as of the
date the statement was made. The Company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.

Overview

BRI is an oil and gas
exploration company, with properties located mostly in the Bakken. As of
December 31, 2014, the Company owns mineral rights to approximately 7,200 gross
acres and 1,600 net mineral acres of land located about 8 miles southeast of
Williston, North Dakota. Our current and proposed operations consist of holding
certain mineral rights which presently entitle the Company to royalty rights on
average of 12% from the oil and gas produced on such lands. In addition, we own
a 2% retained royalty interest (or its equivalent) based on approximately 767
net mineral acres which overlap our existing mineral interest. We have no rights
to influence the activities conducted by the Lessees of our mineral rights. We
will primarily focus on evolving the Company into a growth-orientated
independent energy company engaged in the acquisition, exploration,
exploitation, and development of oil and natural gas properties; focusing our
activities mainly in the Williston Basin, a large sedimentary basin in eastern
Montana, Western North and South Dakota, and Southern Saskatchewan known for its
rich deposits of petroleum and potash.

BRI has continued to evaluate
projects potentially complementary to its core business operations, including
projects located in Idaho, Colorado and Texas. In addition, the Company has
begun active discussions with industry and regulatory authorities on potential
enhanced oil recovery (EOR) projects for application initially in the Williston
Basin.

In February 2014, we announced
the sale of approximately 767 net mineral acres for approximately $7.9 million
and retained 2% royalty on the sold assets.

Results of Operations

Net income was $3,979,654, reflecting the gain on
the sale on minerals to Apollo/Athene in February 2014, lower revenue reflecting
the mineral sale, and substantially higher professional fees. BRIs operating
results are driven primarily by overall production, oil and natural gas
production unit values, and professional fee expense. Excluding the gain on sale
of mineral rights, operating loss was ($507,806) driven by lower
revenue as a result of flat production growth and the sale of mineral rights,
lower unit prices, and extraordinarily high professional fees.

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Overall production volume was
slightly down for oil and slightly up for natural gas. Average oil and natural
gas prices increased in 2014 reflecting initially very high prices, peaking at
$95 per barrel, falling to $47 by year end. As unit prices fell, average well
production days per month declined as well. However, during the fourth quarter,
the new well high initial production drove oil and gas production to the highest
monthly production levels in company history. Unfortunately, this high
production volume came at a time when unit values were low and continuing to
fall.

For the year ended December
31, 2014, professional fees were a significant portion of our operating expense.
Professional fees break into the following four categories: (i) consultant fees
totaled $642,412; (ii) legal costs totaled $775,753; (iii) and (iii) other
professional fees (accounting, auditing, and transfer agent services) totaled
$224,568. The Company anticipates these fees will be substantially lower in 2014
as legal proceedings are resolved and one-time, extraordinary fees unique to
2014 will not incur in 2015.

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The following tables provide
selected financial data about our company as of December 31, 2014, and December
31, 2013.

December 31,
    
    December 31,Balance Sheets
      Data:
    
    2014
    
    2013Cash
    
    $
    6,679,090
    
    $
    1,523,601Mineral rights and leases, property, plant andequipment and oil and gas properties, net ofaccumulated depletion and depreciation
    
    
    559,226
    
    
    823,045Total assets
    
    
    8,353,585
    
    
    4,493,702Total current liabilities
    
    
    1,244,292
    
    
    1,378,527Long-term portion installment
    
    
    —
    
    
    —Stockholders equity
    
    
    7,109,293
    
    
    3,115,175Total liabilities and stockholders equity
    
    $
    8,353,585
    
    $
    4,493,702


Selected Statements of
    
    Year
      Ended
    
    Year
      EndedOperations
      Data:
    
    December 31,
      2014
    
    December 31,
      2013Revenue
    
    $
    2,921,271
    
    $
    5,145,095Payroll
    
    
    341,229
    
    
    338,173Professional fees
    
    
    1,642,733
    
    
    1,154,246General and administrative
    
    
    137,157
    
    
    107,615Gain
      on Sale of Minerals
    
    $
    7,172,151Net
      Income (Loss)
    
    
    3,979.654
    
    $
    1,321,587Net
      Profit Per Common Share
    
    $
    0.07
    
    $
    0.03


Our cash in the bank at
December 31, 2014 was $6,679,090. Net cash provided by financing activities
during the year ended December 31, 2014 was $0.

There is a distinct disconnect between the number
of producing wells and production payments received in 2014. Bakken had a number
of producing wells for which payments has not yet been received. Management has
been working with Oasis Petroleum land specialists to reconcile all net royalty
interests as well as the retained royalty emanating from the sale of 767 net
mineral acres to Apollo/Athene Life Insurance Company. At year end, we had all
the net royalty interests reconciled but payment had not been made.

Net cash used by operating
activities for the year ended December 31, 2014, was ($2,534,938) compared to
net cash provided by operating activities of $1,672,292 for the year ended
December 31, 2013. For the year ended December 31, 2014, our total operating
expenses were $2,143,660 as compared to $1,938,066 for the year ended December
31, 2013, which increase is primarily attributable to increased professional
fees offset by decreased depreciation and depletion. We expect our use of cash
for operating expenses to continue at approximately $60,000 per month over the
next twelve months compared to $183,000 per month for the year ended December
31, 2014. This sharp reduction reflects substantially lower consulting fees, the
insurance reimbursement for legal fees attributed to the on-going lawsuit, and
management effort to reduce costs. Our material financial obligations include
legal fees, public reporting expenses, transfer agent fees, bank fees, and other
recurring fees.

There were no unusual or
infrequent events or transactions or any significant economic changes that
materially affected the amount of reported income from continuing operations.

Liquidity and Capital
Resources

As of December 31, 2014 we had
cash of $6,679,090. Due to the increased royalty payments, increased production,
and the sale of mineral rights, the company has been cash positive in 2014.
Given our recent rate of use of cash in our operations we believe we have
sufficient capital to carry on operations for the next year. Our long term
capital requirements and the adequacy of our available funds will depend on many
factors, including the reporting company costs, public relations fees, and
operating expenses, among others.

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Liquidity is a measure of a
companys ability to meet potential cash requirements. We have historically met
our capital requirements through the issuance of stock and by borrowings. In the
future, we anticipate we will be able to provide the necessary liquidity we need
by the revenues generated from the royalties paid to us from oil and gas
operations on our existing properties, however, if we do not generate sufficient
sales revenues we will continue to finance our operations through equity and/or
debt financings.

The following table
summarizes total current assets, total current liabilities and working capital
at December 31, 2014.

December 31,2014Current Assets
    $
    7,794,360Current Liabilities
    $
    1,244,292Working Capital
    $
    6,550,068


Current Assets include
cash, accounts receivable, accrued royalty receivable and prepaid expenses. A
significant portion of our current assets comes from accrued royalty receivable.
The Company accrues royalty revenue based on reported production of the wells.
New wells sometimes report production up to 150 days before beginning payments
to royalty owners. This can result in a substantial receivable balance. Based on
past history, BRI expects to receive accrued royalty revenue in full.

Current Liabilities include
accounts payable, accrued expenses and the current portion of long term debt.
The most significant portion of current liabilities comes from accrued expenses and production tax passed to the Company as part of the
royalty payments. Accrued royalty payable is paid only upon receipt of revenue.
Accrued production tax is withheld by the operators from the royalty payments.

As of December 31, 2014, we
have collected approximately $10,733,744 in royalty payments from our wells
under production. We received our first royalty check in August 2011. As of
December 31, 2014, we have received royalty checks primarily from the production
of sixty-nine wells.

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Satisfaction of our cash
obligations for the next 12 months

Based on an analysis of our
current cash position and cash flow the Company expects to fund our current
operating plans internally. The use of outside funding or joint ventures is not
an essential element of current operations. Such outside funding may be needed
if BRI determines a need to increase operations or if any of our current
expenses increase significantly.

Since inception, we have
primarily financed cash flow requirements through debt financing and issuance of
common stock for cash and services. As and if we expand operational activities,
we may continue to experience net negative cash flows from operations, pending
receipt of sales or development fees, and may be required to obtain additional
financing to fund operations through common stock offerings and debt borrowings
to the extent necessary to provide working capital.

Over the next twelve months
we believe that existing capital and anticipated funds from operations will be
sufficient to sustain current operations. We may seek additional capital in the
future to fund growth and expansion through additional equity or debt financing
or credit facilities. No assurance can be made that such financing would be
available, and if available it may take either the form of debt or equity. In
either case, the financing could have a negative impact on our financial
condition and our Stockholders.

We anticipate the next six
months will continue to show operating income. This is due to the number of
wells beginning to show production and collection of royalty payments from that
production. We have collected approximately $10,733,744 in royalty payments from
August 2011 to December 2014 from production on sixty-nine wells. We have
information that an additional eighteen (18) wells are either in production or
are in confidential status. Although we believe that income from our wells will
likely reduce or eliminate operating losses in the near future, we have no
control over the timing of when we will receive such royalty payments. In
addition, there can give no assurance that we will be successful in addressing
operational risks as previously identified under the "Risk Factors" section, and
the failure to do so can have a material adverse effect on our business
prospects, financial condition and results of operations.

The tables below show well
production listed by formation, wells listed by status, and total well capacity
within current spacing unit rules and regulations:

Producing Wells by
      Formation●
    Bakken
    43●
    Madison
    3●
    Three Forks
    23Wells by
      Status●
    Producing
    69●
    Confidential
    10●
    Permitted
    6●
    Drilling
    2Well
      Capacity●
    Total Wells
    87●
    Total Well Capacity
    190●
    Percentage
    46%●
    Remaining Well Capacity
    103


The charts illustrate
several important points:

| | 1. |  | The number of
      producing wells continues to increase both in the Bakken formation and the
      Three Forks formation. However, we expect to see more wells operating in
      the Three Forks formation in the months ahead. This is significant since
      the companys net royalty interest in Three Forks Formation producing
      wells is substantially lower than those in the Bakken Formation; seventeen
      percent (17%) versus two percent (2%).                                                                                                                                               
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | 2. |  | The company has
      substantial remaining well capacity within current North Dakota spacing
      unit rules and regulations. Current rules enable a total of one hundred
      ninety (190) wells to be drilled on our current acreage. We presently have
      eighty seven (87) total wells, sixty nine (69) of which are producing. The
      company is currently at forty six percent (46%) of total well capacity.
      Therefore, we expect new wells to continue to be drilled on existing
      acreage, thus continuing to grow and expand our revenue base without
      acquiring additional acreage.

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| | 3. |  | Each well has a
      declination curve. That is, after initial production, each year well
      production declines until some years later the well runs dry and is
      shut-in. The new well production is necessary to offset the declination of
      existing well production. In 2014, oil production was down one percent
      (1%) from 2013 and natural gas production was up two percent (2%). Yet,
      without new well production, existing well production declined thirty
      percent (30%) for oil and twenty three percent (23%) for natural gas.
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Future revenues will be
driven by new well production offsetting declining production in existing wells.
Fortunately, the company has considerable new well capacity to drive future
revenue.

Off-Balance Sheet
Arrangements

We currently do not have
any off-balance sheet arrangement that have or are reasonably likely to have a
current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to investors.

Critical Accounting
Policies and Estimates

This discussion and
analysis of our financial condition and results of operations are based on our
financial statements that have been prepared under accounting principles
generally accepted in the United States of America. The preparation of financial
statements in conformity with accounting principles generally accepted in the
United States of America requires our management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could materially differ from those estimates. All
significant accounting policies have been disclosed in Note 2 to the
consolidated financial statements for the years ended December 31, 2014 and 2013
contained herewith. Our critical accounting policies are discussed below.

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 at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Revenue Recognition

The Company follows the
guidance of the FASB Accounting Standards Codification for revenue recognition.
The Company recognizes revenue when it is realized or realizable and earned. The
Company considers revenue realized or realizable and earned when all of the
following criteria are met: (i) persuasive evidence of an arrangement exists,
(ii) the product has been shipped or the services have been rendered to the
customer, (iii) the sales price is fixed or determinable, and (iv)
collectability is reasonably assured.

Under the royalty and lease
agreements obtained as part of the exercised Option to Purchase Asset Agreement,
the Company recognizes revenue when production occurs under our leased property
as shown on the operator run tickets (to determine unit values) and information
available through the North Dakota Industrial Commissions website (production
totals). The royalty income that is calculated monthly may be based upon
estimated oil and natural gas unit values as is necessary.

ITEM 7A. QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

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ITEM 8. FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA

BAKKEN RESOURCES,
INC.December 31, 2014 and 2013INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

|Report of Independent Registered Public
      Accounting Firm                                        |  | 37           
|---------------------------------------------------------------------------------------------------- |  | -------------
|Consolidated Balance Sheets at December 31,
      2014 and December 31, 2013                         |  | 38           
|Consolidated Statements of Operations for the
      Years Ended December 31, 2014 and 2013           |  | 39           
|Consolidated Statements of Stockholders Equity
      for the Years Ended December 31, 2014 and 2013 |  | 40           
|Consolidated Statements of Cash Flows for the
      Years Ended December 31, 2014 and 2013           |  | 41           
|Notes to the Consolidated Financial
      Statements                                                 |  | 42 -
      50

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REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
and Stockholders ofBakken Resources, Inc.Helena, Montana

We have audited the
consolidated balance sheets of Bakken Resources, Inc. and its subsidiaries (the
Company) as of December 31, 2014 and 2013, and the related consolidated
statements of operations, stockholders equity, and cash flows for each of the
years then ended. These consolidated financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audits.

We conducted our audits in
accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the
consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Bakken Resources, Inc. and its
subsidiaries as of December 31, 2014 and 2013 and the results of their
operations and their cash flows for each of the years then ended, in conformity
with accounting principles generally accepted in the United States of
America.

/s/ Decoria, Maichel,
& Teague

Spokane,
Washington

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BAKKEN RESOURCES,
INC.CONSOLIDATED BALANCE SHEETSFOR THE YEARS ENDED

|                                                    | December 31, 2014 |           | December 31, 2013
|--------------------------------------------------- | ----------------- | --------- | -----------------
|ASSETS                                              |                   |           |                  
|CURRENT ASSETS                                      |                   |           |                  
|Cash                                                | $                 | 6,334,092 |                  
|Restricted
      Cash                               |                   | 345,000   |                  
|Accounts
      receivable - Trade                   |                   | 681,158   |                  
|Related
      party receivable                      |                   | 138,846   |                  
|Prepaids                                            |                   | 39,593    |                  
|Other receivables                                   |                   | 255,671   |                  
|Total
      Current Assets                          |                   | 7,794,360 |                  
|PROPERTY, PLANT AND EQUIPMENT, net                  |                   |           |                  
|of
      accumulated depreciation of $30,410 and    |                   |           |                  
|$22,376                                             |                   | 8,475     |                  
|PROVED MINERAL RIGHTS AND                           |                   |           |                  
|LEASES, net of accumulated depletion
    of         |                   |           |                  
|$845,227                                            |                   |          |                  
|PROVED OIL AND GAS PROPERTIES,                      |                   |           |                  
|using
      successful efforts accounting, net of   |                   |           |                  
|accumulated
      depletion of $0                   |                   |          |                  
|                                                   
|UNPROVED MINERAL RIGHTS AND                         |                   |           |                  
|LEASES                                              |                   | 550,750   |                  
|Total Assets                                        | $                 | 8,353,585 |                  
|LIABILITIES AND STOCKHOLDERS'                       |                   |           |                  
|EQUITY                                              |                   |           |                  
|CURRENT LIABILITIES:                                |                   |           |                  
|Accounts
      payable                              | $                 | 134,810   |                  
|Accrued
      liabilities                           |                   | 165,108   |                  
|Royalty
      payable to related party              |                   |           |                  
|Related
      Party Payable                         |                   |          |                  
|Income
      tax payable                            |                   | 944,374   |                  
|Total
      Current Liabilities                     |                   | 1,244,292 |                  
|Total
      Liabilities                             |                   | 1,244,292 |                  
|STOCKHOLDERS' EQUITY:                               |                   |           |                  
|Preferred stock, $.001 par value,
      10,000,000  |                   |           |                  
|shares authorized, none issued or
      outstanding |                   |          |                  
|Common stock, $.001 par value,
      100,000,000    |                   |           |                  
|shares authorized, 56,735,350 shares
      issued   |                   |           |                  
|and
      outstanding                               |                   | 56,735    |                  
|Additional paid-in capital                          |                   | 3,510,760 |                  
|Retained earnings                                   |                   | 3,541,795 |                  
|Total Stockholders' Equity                          |                   | 7,109,293 |                  
|Total Liabilities and Stockholders'
      Equity    | $                 | 8,353,585 |                  

See accompanying notes to
the consolidated financial statements.

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BAKKEN RESOURCES, INC.CONSOLIDATED STATEMENTS OF
OPERATIONS

|                                            | Years Ended 
|------------------------------------------- | ------------
|                                            | December 31,
|                                            | 2014        
|REVENUES                                    | $           
|                                           
|OPERATING EXPENSES (INCOME):                |             
|Depreciation and
      depletion            |             
|Payroll                                     |             
|Professional
      fees                     |             
|Loss on impairment
      of asset           |             
|Lawsuit settlement
      expense            |             
|Gain on sale of
      mineral interest      |             
|General and
      administrative expenses   |             
|Total
      Operating Expenses (Income)     |             
|INCOME FROM OPERATIONS                      |             
|OTHER INCOME (EXPENSES):                    |             
|Interest
      income                       |             
|Other
    income                            |             
|Gain on Interest
      Settlement           |             
|Interest
      expense                      |             
|Total
      other income (expenses)         |             
|NET
      INCOME BEFORE INCOME TAXES        |             
|Income tax
      expense                    |             
|NET
      INCOME                            | $           
|NET
      INCOME PER COMMON SHARE           |             
|-
      BASIC AND DILUTED                   | $           
|Weighted average common shares outstanding: |             
|-
      basic                               |             
|-
      diluted                             |             

See accompanying notes to
the consolidated financial statements.

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BAKKEN RESOURCES,
INC.CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITYYEARS ENDED DECEMBER 31, 2014 AND 2013

|                             |              |  |         |        |          | Additional |               |  |        |            |   | Total
|---------------------------- | ------------ |  | ------- | ------ | -------- | ---------- | ------------- |  | ------ | ---------- | - | -----
|                             | Common Stock |  | Paid-in |        | Retained |            | Stockholders
|                             | Shares       |  | Amount  |        | Capital  |            | Earnings      |  | Equity
|Balances - December 31, 2012 | 56,735,350   |  | $       | 56,735 |          | $          | 3,400,578     |  | $      | (1,759,443 | ) |      
|Options expense              |             |  |         |       |          |            | 95,718        |  |        |           |   |      
|Net
      income             |             |  |         |       |          |            |              |  |        | 1,321,587  |   |      
|Balances - December 31, 2013 | 56,735,350   |  | $       | 56,735 |          | $          | 3,496,296     |  | $      | (437,856   | ) |      
|Options Expense              |              |  |         |        |          |            | 14,463        |  |        |            |   |      
|Net
    Income               |              |  |         |        |          |            |               |  |        | 3,979,654  |   |      
|Balances  December 31, 2014 | 56,735,350   |  | $       | 56,735 |          | $          | 3,510,760     |  | $      | 3,541,795  |   |      

See accompanying notes to
the consolidated financial statements.

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BAKKEN RESOURCES,
INC.CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                                                    | Years Ended 
|----------------------------------------------------------------------------------- | ------------
|                                                                                    | December 31,
|                                                                                    | 2014        
|CASH
      FLOWS FROM OPERATING ACTIVITIES:                                         |             
|Net
      income                                                                    | $           
|Adjustments to reconcile net income to net cash used in
      operating activities: |             
|Depreciation and
      depletion expense                                            |             
|Options
      expense                                                               |             
|Loss on Impairment
      of mineral asset                                           |             
|Gain on sale of rights                                                              |             
|Gain on interest
      settlement                                                   |             
|Changes in
      operating assets and liabilities:                                  |             
|Restricted
      Cash Asset                                                         |             
|Accounts
      receivable                                                           |             
|Other
      receivables                                                             |             
|Prepaids                                                                            |             
|Accounts
      payable                                                              |             
|Royalty
      payable to related party                                              |             
|Accrued
      liabilities                                                           |             
|Income
      tax liability                                                          |             
|Related
      party payable                                                         |             
|NET
      CASH (USED) PROVIDED BY OPERATING ACTIVITIES                              |             
|                                                                                   
|CASH
      FLOWS FROM INVESTING ACTIVITIES:                                         |             
|Cash from sale of
      mineral assets                                              |             
|Cash paid for
      acquisition of unproven oil and gas properties                  |             
|Cash paid for
      acquisition of property and equipment                           |             
|NET
      CASH PROVIDED BY INVESTING ACTIVITIES                                     |             
|CASH
      FLOWS FROM FINANCING ACTIVITIES:                                         |             
|Payments made on
      installment                                                  |             
|NET
      CASH USED IN FINANCING ACTIVITIES                                         |             
|NET
      CHANGE IN CASH                                                            |             
|Cash
      at beginning of year                                                     |             
|Cash
      at end of year                                                           | $           
|SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:                                  |             
|Interest
    paid                                                                   | $           
|Taxes
      paid                                                                    |             
|NONCASH INVESTING AND FINANCING ACTIVITIES:                                         |             
|Settlement of debt
      from reduced acreage in mineral property                   | $           

See accompanying notes to
the consolidated financial statements.

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BAKKEN RESOURCES, INC.NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION
AND OPERATIONS

Multisys Language Solutions (MLS) was incorporated on June 6, 2008 in Nevada. On June 11, 2010, MLS entered into
an Option to Purchase Assets Agreement with Holms Energy to purchase certain oil
and gas production royalty rights on land in North Dakota. This option was
exercised on November 26, 2010. On December 10, 2010, MLS hanged its name to Bakken Resources, Inc. (BRI).

Formation of BR
Metals, Inc.

On January 13, 2011, the
Company formed BR Metals Inc, in Nevada. BR Metals Inc. is a wholly owned
subsidiary of the company. BR Metals, Inc. was designed to engage in the
business of identifying, screening, evaluating, and acquiring precious metals
properties in the Western United States. However, the Company has no activity
and is not activity engaged in securing metal properties.

NOTE 2 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES

Basis of
presentation

The accompanying financial
statements and related notes have been prepared in accordance with accounting
principles generally accepted in the United States of America (U.S. GAAP).

Basis of
consolidation

The consolidated financial
statements include those of Bakken Resources, Inc. and its wholly-owned
subsidiaries, Bakken Development Corp. and BR Metals, Inc. (collectively, the
Company). All material intercompany balances and transactions have been
eliminated in consolidation.

Use of
estimates

The preparation of
financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

Cash
equivalents

The Company considers all
highly liquid investments with a maturity of three months or less when purchased
to be cash equivalents.

Allowance for
doubtful accounts

The Company evaluates its
accounts receivables for collectability and establishes an allowance for bad
debts through a review of several factors including historical collection
experience, current aging status of the customer accounts, and financial
condition of our customers. As of December 31, 2014 and 2013, no allowance for
doubtful accounts was recorded.

Property and
equipment

Property and equipment is
recorded at cost. Expenditures for major additions and betterments are
capitalized. Maintenance and repairs are charged to operations as incurred.
Depreciation of property, plant and equipment is computed by the straight-line
method (after taking into account their respective estimated residual values)
over the assets estimated useful life. Upon sale or retirement of equipment, the
related cost and accumulated depreciation are removed from the accounts and any
gain or loss is reflected in statements of operations. Depreciation expense for
the years ended December 31, 2014 and 2013 was $8,034 and $8,756 respectively.

Oil and Gas
Properties and Mineral Rights

The Company applies the
successful efforts method of accounting for oil and gas properties. The Company
owns royalty interests and one working interest. The company capitalizes asset
acquisition costs. Unproved oil and gas properties are periodically assessed to
determine whether they have been impaired, and any impairment in value is
charged to expense. The costs of proved properties are depleted on an equivalent
unit-of-production basis. Total proved reserves is the reserve base used to
calculate depletion.

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During 2014 and 2013, the
Company recognized no impairment of its oil and gas properties using the method
described below under Impairment of long-lived assets. Depletion expense for
2014 and 2013 was $14,507 and $325,598, respectively.

Asset Retirement
Obligations

The Company follows the
FASB Accounting Standards Codification which requires entities to record the
fair value of a liability for legal obligations associated with the retirement
obligations of tangible long-lived assets in the period in which it is incurred.
This standard requires the Company to record a liability for the fair value of
the dismantlement and plugging and abandonment costs excluding salvage values.
When the liability is initially recorded, the entity increases the carrying
amount of the related long-lived asset. Over time, accretion of the liability is
recognized each period and the capitalized cost is amortized over the useful
life of the related asset. Upon settlement of the liability, an entity either
settles the obligation for its recorded amount or incurs a gain or loss upon
settlement. During 2014 and 2013, the Company has not recorded any asset
retirement obligations.

Impairment of
long-lived assets

The Company follows the
FASB Accounting Standards Codification for its long-lived assets. The Companys
long-lived assets are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable.

The Company assesses the
recoverability of its long-lived assets by comparing the projected undiscounted
net cash flows associated with the related long-lived asset or group of
long-lived assets over their remaining estimated useful lives against their
respective carrying amounts. Impairment, if any, is based on the excess of the
carrying amount over the fair value of those assets. Fair value is generally
determined using the assets expected future discounted cash flows or market
value, if readily determinable. If long-lived assets are determined to be
recoverable, but the newly determined remaining estimated useful lives are
shorter than originally estimated, the net book values of the long-lived assets
are depreciated over the newly determined remaining estimated useful lives.

The Company impaired the
value of an asset referred to as Duck Lake during the year ending December 31,
2013. The Company also impaired the value of an asset, the Texas working
interest, in the year ended December 31, 2014 (See Note 3).

Fair value of
financial instruments

The Company follows the
FASB Accounting Standards Codification for disclosures about fair value of its
financial instruments and has adopted the FASB Accounting Standards Codification
to measure the fair value of its financial instruments. the FASB Accounting
Standards Codification establishes a framework for measuring fair value in
generally accepted accounting principles (GAAP), and expands disclosures about
fair value measurements. To increase consistency and comparability in fair value
measurements and related disclosures, the FASB Accounting Standards Codification
establishes a fair value hierarchy which prioritizes the inputs to valuation
techniques used to measure fair value into three (3) broad levels. The fair
value hierarchy gives the highest priority to quoted prices (unadjusted) in
active markets for identical assets or liabilities and the lowest priority to
unobservable inputs. The three (3) levels of fair value hierarchy defined by the
FASB Accounting Standards Codification are described below:

|Level 1     |  | Quoted market prices
      available in active markets for identical assets or liabilities as of the
      reporting date.                                             
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                                                                        
|Level
    2 |  | Pricing inputs other
      than quoted prices in active markets included in Level 1, which are either
      directly or indirectly observable as of the reporting date.
|            |  |                                                                                                                                                                        
|Level
    3 |  | Pricing inputs that
      are generally observable inputs and not corroborated by market data.                                                                         

The carrying amounts of
financial assets and liabilities, such as cash, accounts receivable, accounts
payable, royalty payable, and accrued expenses, approximate their fair values
because of the short maturity of these instruments.

The Company does not have
any assets or liabilities measured at fair value on a recurring basis,
consequently, the Company did not have any fair value adjustments for assets and
liabilities measured at fair value at December 31, 2014 or 2013. As of December
31, 2014 and 2013, the Company also had assets that, under certain conditions, are
subject to measurement at fair value on a non-recurring basis like those
associated with oil and gas producing properties, and mineral rights and leases,
and other long-lived assets (see Note 3). For these assets, measurement at fair value in
periods subsequent to their initial recognition is applicable if any of these
assets are determined to be impaired. If recognition of these assets at their
fair value becomes necessary, such measurements will be determined utilizing
Level 3 inputs.

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Revenue
recognition

The Company follows the
guidance of the FASB Accounting Standards Codification for revenue recognition.
The Company recognizes revenue when it is realized or realizable and earned. The
Company considers revenue realized or realizable and earned when all of the
following criteria are met: (i) persuasive evidence of an arrangement exists,
(ii) the product has been shipped or the services have been rendered to the
customer, (iii) the sales price is fixed or determinable, and (iv)
collectability is reasonably assured.

Under the royalty and lease
agreements obtained as part of the exercised Option to Purchase Asset Agreement,
the Company recognizes revenue when production occurs under the 14 separate
mineral leases granted or amended between September 9, 2009 and December 10,
2009, whereby: 1) Oasis Petroleum, Inc., 2) Statoil, ASA, and 3) Continental
Resources Inc. purchased the rights to explore, drill and develop oil and gas on
the Holms Property acquired pursuant to the Agreement. The royalty income is
calculated monthly and the Company recognizes royalty income as production is
reported by well on the North Dakota Industrial Commission website.

In certain instances, the
Company may have to estimate unit values for oil and natural gas. In situations
where production has occurred but payment on that production has not been made
to the Company, the Company estimates the unit value of the product sold by
reviewing similar wells in the area and using those unit values.

Reclassifications

Certain amounts in the prior
period financial statements have been reclassified for comparative purposes to
conform to the presentation in the current period financial statements.
Reclassified amounts were not material to the financial statements.

Stock-based compensation
for obtaining employee services

The Company accounted for its
stock based compensation under the recognition and measurement principles of the
fair value recognition provisions the FASB Accounting Standards Codification
using the modified prospective method for transactions in which the Company
obtains employee services in share-based payment transactions. All transactions
in which goods or services are the consideration received for the issuance of
equity instruments are accounted for based on the fair value of the
consideration received or the fair value of the equity instrument issued,
whichever is more reliably measurable. The measurement date used to determine
the fair value of the equity instrument issued is the earlier of the date on
which the third-party performance is complete or the date on which it is
probable that performance will occur.

The fair value of options, if
any, is estimated on the date of grant using a Black-Scholes option-pricing
valuation model. The ranges of assumptions for inputs are as follows:

| | - |  | The Company uses
      historical data to estimate employee termination behavior. The expected
      life of options granted is derived from the FASB Accounting Standards
      Codification and represents the period of time the options are expected to
      be outstanding.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |  |                                                                                                                                                                                                                                                                                  
| | - |  | The expected volatility
      is based on a combination of the historical volatility of the comparable
      companies stock over the contractual life of the options.                                                                                                          
| |   |  |                                                                                                                                                                                                                                                                                  
| | - |  | The risk-free interest
      rate is based on the U.S. Treasury yield curve in effect at the time of
      grant for periods within the contractual life of the option.                                                                                                          
| |   |  |                                                                                                                                                                                                                                                                                  
| | - |  | The expected dividend
      yield is based on the Companys current dividend yield as the best
      estimate of projected dividend yield for periods within the contractual
      life of the option.                                                                           

The Companys policy is to
recognize compensation cost for awards with only service conditions and a graded
vesting schedule on a straight-line basis over the requisite service period for
the entire award, if any. Additionally, the Companys policy is to issue new
shares of common stock to satisfy stock option exercises.

The Company adopted a 2008
Non-Qualified Stock Option and Stock Appreciation Rights Plan on June 6, 2008.
This plan was initiated to encourage and enable officers, directors,
consultants, advisors and other key employees of the Company to acquire and
retain a proprietary interest in the Company by ownership of its common stock.
1,000,000 of the authorized shares of the Companys common stock may be subject
to, or issued pursuant to, the terms of the plan. On November 8, 2010 the
Company increased the authorized shares to 5,000,000.

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The Company granted 500,000
stock options from the Companys 2008 Non-Qualified Stock Option Plan during
2012. No options were granted in 2014 or 2013.

Equity instruments
issued to parties other than employees for acquiring goods or
services

The Company accounted for
instruments issued to parties other than employees for acquiring goods or
services under the recognition and measurement principles of the fair value
recognition provisions of the FASB Accounting Standards Codification. All
transactions in which goods or services are the consideration received for the
issuance of equity instruments are accounted for based on the fair value of the
consideration received or the fair value of the equity instrument issued,
whichever is more reliably measurable. The measurement date used to determine
the fair value of the equity instrument issued is the earlier of the date on
which the third-party performance is complete or the date on which it is
probable that performance will occur.

The fair value of the warrants
is estimated on the date of grant using a Black-Scholes option-pricing valuation
model. The ranges of assumptions for inputs are as follows:

| | - |  | The expected life of
      warrants granted is derived from the FASB Accounting Standards
      Codification and represents the period of time the warrants are expected
      to be outstanding.       
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |  |                                                                                                                                                                                                         
| | - |  | The expected volatility
      is based on a combination of the historical volatility of the comparable
      companies stock over the contractual life of the warrants.                                
| |   |  |                                                                                                                                                                                                         
| | - |  | The risk-free interest
      rate is based on the U.S. Treasury yield curve in effect at the time of
      grant for periods within the contractual life of the warrants.                               
| |   |  |                                                                                                                                                                                                         
| | - |  | The expected dividend
      yield is based on the Companys current dividend yield as the best
      estimate of projected dividend yield for periods within the contractual
      life of the warrants.

Income
tax

The Company accounts for
income taxes under the FASB Accounting Standards Codification. Deferred income
tax assets and liabilities are determined based upon differences between the
financial reporting and tax bases of assets and liabilities and are measured
using the enacted tax rates and laws that will be in effect when the differences
are expected to reverse. Deferred tax assets are reduced by a valuation
allowance to the extent management concludes it is more likely than not that the
assets will not be realized. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in the statements of operations in the period that includes the
enactment date.

The Company accrued $944,374 and $513,747 for its federal and state income tax
liability for 2014 and 2013, respectively.

Net income per common
share

Net income per common share is
computed pursuant to the FASB Accounting Standards Codification. Basic net
income or loss per share is computed by dividing net loss by the weighted
average number of shares of common stock outstanding during the period. Diluted
net income or loss per share is computed by dividing net loss by the weighted
average number of shares of common stock and potentially outstanding shares of
common stock during each period to reflect the potential dilution that could
occur from common shares issuable through stock warrants and options. 500,000
common stock options were included in the diluted calculations, while 282,001
common stock warrants were excluded from the calculation of diluted loss per
share for the years ended December 31, 2014 and 2013, as the effect would have
been anti-dilutive.

Commitments and
contingencies

The Company follows the FASB
Accounting Standards Codification to report accounting for contingencies.
Liabilities for loss contingencies arising from claims, assessments, litigation,
fines and penalties and other sources are recorded when it is probable that a
liability has been incurred and the amount of the assessment can be reasonably
estimated.

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Recently issued
accounting pronouncements

We do not expect the adoption
of recently issued accounting pronouncements to have a significant impact on our
results of operations, financial position or cash flow.

NOTE 3  ACQUISITION OF
MINERAL RIGHTS

Acquisition of Royalty
Interests

On June 11, 2010, the Company
entered into an Option to Purchase Assets Agreement with Holms Energy, LLC,
pursuant to which Holms Energy agreed to grant Multisys Acquisition an option to
exercise an Asset Purchase Agreement to assign all right, title, and interest of
specific Holms Energy owned assets to Multisys Acquisition, with Holms Energy
members holding a controlling interest in Multisys as a result of the exercise
of the option. The option was exercised on November 26, 2010 and the Asset
Purchase Agreement was entered into on November 26, 2010 by paying the
consideration to Holms Energy detailed in the Asset Purchase Agreement. Under
the Asset Purchase Agreement, Multisys Acquisition paid Holms Energy $100,000,
issued Holms Energy 40,000,000 shares of restricted common stock, and granted to
Holms Energy a 5% overriding royalty on all revenue generated from the Holms
Property for ten years from the date of the acquisition closing. The issuance of
the 40,000,000 shares to the Holms Energy members resulted in a Change in
Control as the Holms Energy members obtained a controlling interest in Multisys.
With the Holms Energy members obtaining a controlling interest in the Company,
the mineral rights acquired from Holms were recorded at Holms Energys cost
basis of zero. The $100,000 cash paid to Holms was recorded as a stockholder
distribution.

The Asset Purchase Agreement
related to the acquisition of: 1) certain Holms Energy mineral rights in oil and
gas rights on approximately 7,200 gross acres and 1,600 net mineral acres of
land located in McKenzie County, 8 miles southeast of Williston, North Dakota;
2) potential production royalty income from wells to be drilled on the property
whose mineral rights are owned by Holms Energy; and 3) the transfer of all
right, title and interest to an Option to Purchase the Greenfield mineral rights
entered into between Holms Energy and Rocky and Evenette Greenfield dated June
18, 2010 related to purchasing additional mineral rights and production royalty
income on the Holms Property for $1,649,000.

The Greenfield Option was
subsequently exercised by Holms Energy on November 12, 2010, and those
Greenfield mineral rights were acquired by Multisys Acquisition through the
Asset Purchase Agreement with Holms Energy. Holms Energy exercised the
Greenfield option and executed the Asset Purchase Agreement on the Greenfield
mineral rights on November 12, 2010 using $385,000 of a $485,000 one month
non-interest bearing loan from Multisys to complete the initial payment of
$400,000, of which $15,000 was already paid by Holms Energy. The collateral for
the loan was the Greenfield mineral rights.

Under the terms of the loan
from Multisys to Holms Energy, Holms Energy, in conjunction with the entry into
the Asset Purchase Agreement on November 26, 2010, assigned the Greenfield
mineral rights to Multisys Acquisition in exchange for forgiveness of $385,000
of the loan. The other $100,000 of the loan was to be applied to the Asset
Purchase Agreement between Multisys and Holms Energy, and on November 26, 2010,
that $100,000 was applied to the Asset Purchase Agreement and the loan was
forgiven. After exercise of the option and executing the asset purchase
agreement with Holms Energy, Multisys Acquisition purchased the gas and oil
production royalty rights of Rocky and Evenette Greenfield for an aggregate of
$1,249,000 plus interest as follows: installment payments in the amount of
$120,000 per year, or $30,000 per quarter plus interest at 5% per annum for 8
years and a balloon payment in the amount of $289,000.

As of December 31, 2012, the
aggregate unpaid balance under the installment note was $967,119. Under the
terms of the agreement, in the event that a comprehensive mineral title search
revealed that the net acres acquired by the Company were greater than or less
than 824.5 net mineral acres, the purchase price and corresponding installment
note would be reduced by $2,000 per acre. During July 2013, a comprehensive
mineral title search was completed and it was determined that the Company
acquired 57 less acres than originally stated in the mineral rights acquisition
agreement. Accordingly, the carrying value of the proved mineral rights and the
amount owed under the corresponding installment note were reduced by $2,000 per
acre, or $114,000. In addition, the interest previously accrued and paid on this
$114,000 of principal was forgiven resulting in a further reduction of principal
in the amount of $11,108 and a reduction of accrued interest in the amount of
$4,500. The Company recognized a gain on the settlement of interest of $15,608
and a reduction to the carrying value of the proved mineral rights of $114,000
during the year ended December 31, 2013. Upon completion of the comprehensive
mineral title search and settlement of the installment note and interest, the
Company paid in full the remaining principal balance of the installment note of
$842,011. The outstanding balance was $0 as of December 31, 2013.

On September 21, 2011, the
Company purchased an undivided 50% interest in minerals contained in
approximately 2,200 acres located in Glacier County, Montana (also referred to
as Duck Lake). The purchase price of these rights was $250,000. The value of
this asset was impaired and written down to a value of $50,000 because of
alleged fraud that may have occurred in this transaction.

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Acquisition of Working
Interest

On July 3, 2012, the Company
purchased a 17% working interest in an oil well located in Archer County, Texas
for $68,000 cash from Holms Energy Development Corporation, which is owned by an
officer of the Company. The property was not yet producing as of December 31,
2014 and has been deemed to be impaired.

NOTE 4  RELATED PARTY
TRANSACTIONS

Royalty payable/receivable  Related Party

In connection with the
acquisition of the Holms Property (see Note 3), the Company granted to Holms
Energy LLC, which is owned by an officer of the Company, a 5% overriding royalty
on all revenue generated from the Holms Property for ten years from the date of
the acquisition closing. As of December 31, 2014 and 2013, the royalty receivable/payable
was ($138,847) and $403,222, respectively. The royalty was over-paid in 2014
resulting in a related party receivable. The corresponding 2014 and 2013 royalty expense was $802,581 and $801,078, respectively.

Related Party Payable

Oasis Petroleum is one of three oil and gas
exploration and production companies that produce and distribute oil and natural
gas from Company acreage. When the mineral assets were conveyed to the Company,
only those mineral rights from the surface to the base of the Bakken formation
were conveyed. This is referred to as a split mineral estate. Therefore,
production emanating below the base of the Bakken formation is retained by Holms
Energy Development Corporation (HEDC). HEDC is owned by the Companys CEO, Val
Holms.

Since the Companys inception,
Oasis Petroleum has failed to recognize the split minerals that had previously
been identified as stated. Oasis paid royalties to the Company for production
emanating from formations below the Bakken formation. The Company, in turn, paid
these royalties directly to HEDC each month.

Part of the operators
responsibilities to the royalty owners is to properly identify the formation
from which production emanates. The Company discovered in 2014 that there were
five wells that were erroneously believed to be producing from the Bakken
formation when they were in fact producing from the three forks formation which
lies below the Bakken formation. Accordingly, the royalties emanating from these
wells erroneously had been recorded as Company revenue. This revenue has been
identified for year 2011 through mid-2014. The amounts have been identified and
correctly paid to HEDC. The amount paid to HEDC for prior years production was
$235,500.

NOTE 5  GREENFIELD ASSET
SALE

In early 2014, the Company negotiated the sale of
certain mineral assets called The Greenfield Assets. The Greenfield assets were
originally acquired in November 2010. The transaction resulted in a net capital
gain to the Company. Details of the transaction are as follows:

Sale
      price (net of sales costs)
    $
    7,847,417Asset carrying value
    
    1,535,000Less
      accumulated depletion
    
    (859,734
    )Net
      Capital Gain:
    $
    7,172,151


A portion of the sale proceeds
were included in an Internal Revenue Code section 1031 exchange. A 1031 exchange
as it is commonly referred to allow all or part of the sales proceeds from an
asset sale to be excluded from capital gains tax if the proceeds are used to
acquire a qualifying replacement asset within a certain time frame. In this
case, the Company deferred capital gains tax on $170,484 in connection with the
1031 exchange.

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NOTE 6  STOCKHOLDERS
EQUITY

Common Stock and Common
Stock Warrants

The Company issued warrants to
shareholders beginning in 2009. Warrants were issued through 2012. The summary
of warrant activity is as follows:

Number of
    
    WeightedWarrant
    
    AverageShares
    
    Exercise
      PriceBalance, December 31, 2012
    
    5,822,001
    
    
    $
    0.500Expired
    
    (3,950,000
    )
    
    
    0.480Balance, December 31, 2013
    
    1,872,001
    
    
    $
    0.530Expired
    
    (1,590,000
    )
    
    
    0.480Balance, December 31, 2014
    
    282,001
    
    
    $
    0.530


At December 31, 2014, the
exercise prices and the weighted average remaining contractual life of the
warrants outstanding were $0.75 and 0.153 years, respectively. The exercisable
warrants outstanding at December 31, 2014 had an intrinsic value of $0. At
December 31, 2013, the range of exercise prices and the weighted average
remaining contractual life of the warrants outstanding were $0.25 to $0.75 and
..48 years, respectively. As of February 15, 2015 all exercisable warrants
expired.

Common Stock
Options

During March 2012, the Company
granted an aggregate of 500,000 common stock options to officers and Directors.
The options are exercisable at $0.10 per share and vest one-third immediately
and one-third each year over the next two years. The fair value of the options
was determined to be $400,548 using the Black-Scholes option pricing model. The
key assumptions utilized in the model include the closing market price of the
Companys common stock of $0.90, expected terms between 1 and 2 years,
volatility of 68.94%, risk-free interest rate of 0.41% and zero expected
dividends. The fair value is being expensed over the vesting period of the
options. Option expense of $14,461 and $95,718 was recognized during the years
ended December 31, 2014 and 2013, respectively. The table below summarizes the
Companys option activity:

Number of
    
    WeightedOption
    
    AverageShares
    
    Exercise
      PriceBalance, December 31, 2012
    
    500,000
    
    $
    0.100Balance, December 31, 2013
    
    500,000
    
    
    0.100Exercisable, December 31, 2013
    
    333,332
    
    $
    0.100Exercisable, December 31, 2014
    
    500,000
    
    $
    0.100


At December 31, 2014, the
exercise price and the weighted average remaining contractual life of the
options outstanding were $0.10 and 1.22 years, respectively. The exercisable
options outstanding at December 31, 2014 had an intrinsic value of $0. At
December 31, 2013, the exercise price and the weighted average remaining
contractual life of the options outstanding were $0.10 and .22 years,
respectively.

NOTE 7 - COMMITMENTS AND
CONTINGENCIES

Office Lease Commitment

On December 1, 2010, BRI
entered into a one-year office lease, renewable for up to five years, for a
2,175 square foot executive office at 1425 Birch Ave., Suite A, Helena, MT
59601, for a monthly charge of $1,600 for the first year; $1,800 second year;
$2,000 third year; $2,200 fourth year; and $2,400 fifth year. BRI has leased an
additional room at $100 per month. Therefore, total rent is $2,500 per month.

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Litigation

On April 2, 2012, BRI was
served with a summons relating to a complaint filed by Allan Holms, both
individually and derivatively through Roil Energy, LLC. Allan Holms is the
half-brother of BRIs CEO, Val Holms. The complaint (filed in the Superior Court of the State of
Washington located in Spokane County) names, among others, Joseph Edington, Val
and Mari Holms, Holms Energy, LLC and BRI as defendants. The Complaint primarily
alleges breach of contract, tortious interference with prospective business
opportunity and fraud. The complaint focuses on events allegedly occurring
around February and March 2010 whereby Allan Holms alleged an oral agreement
took place whereby he was to receive up to 40% of the originally issued equity
of Roil Energy, LLC. Allan Holms alleges Roil Energy was originally intended to
be the predecessor entity to BRI. After various court proceedings, the
Washington Court of Appeals affirmed a trial courts ruling against the
plaintiff and reversed the trial courts ruling against certain of the
defendants. The Company believes the possibility of any future economic damages
to BRI to be unlikely. When the Company filed the appeal with the Washington Court of Appeals, the Company was
required to post a bond of $462,485.04. This amount is identified on the income statement as
Settlement Expense. Upon the successful appeal, the bond will be returned to the Company.

On June 6, 2012, the Company
filed a Temporary Restraining Order (the TRO) and Verified Complaint for
Injunctive Relief against McKinley Romero, Peter Swan Investment Consulting Ltd
and IWJ Consulting Group, LLC (collectively, the Defendants), in connection
with the Defendants request to the transfer agent to remove restrictive legends
from an aggregate of 4.7 million shares, which the Company believes were
improperly obtained by the Defendants. The Company obtained the TRO from the
Second Judicial District Court of the State of Nevada, County of Washoe on June
6, 2012 enjoining the Defendants from seeking removal of the restrictive
legends. On a scheduled hearing on June 26, 2012 the judge in this matter ruled
in favor of the Companys motion for a preliminary injunction. The order
granting such preliminary injunction was issued from this court on August 14,
2012. The Company obtained a default judgment against the Defendants on June 12, 2014 for $200,000. This expenditure has been identified on this income statement as Settlement Expense.

In March 2013, the Company
received notice of a complaint titled Gillis v. Bakken Resources, Inc., Case No.
A-13-675280-B, filed in the District Court of the State of Nevada for Clark
County. Mr. Gillis, the plaintiff in this matter (the Gillis Case), is the
trustee of the Bruce and Marilyn Gillis 1987 Trust. Mr. Gillis is alleging that
Client breached certain registration rights obligations pursuant to an equity
investment made at or around November 2010. The Court in this this matter
granted class certification and class notice in March 2014. The Company settled this matter in September 2014.

In March 2014, the Company received notice of a complaint titled Manuel Graiwer and TJ Jesky v. Val Holms, Herman
Landeis, Karen Midtlyng, David Deffinbaugh, Bill Baber, W. Edward Nichols and Wesley Paul, Case No. CV14 00544
(the Graiwer Case), filed in the Second Judicial District Court of the State of Nevada for Washoe County. Messrs.
Graiwer and Jesky, the plaintiffs in the Graiwer Case, bring action on behalf of the Company derivatively, and the
Company is also named as a nominal defendant. Messrs. Graiwer and Jesky are shareholders of the Company and
allege breach of fiduciary duty, gross negligence, corporate waste, unjust enrichment, and civil conspiracy against one
or more of the named defendants. The Company is also informed that each of the other named defendants denies the
validity of the claims made in the Graiwer Case, and each intends to vigorously defend against such claims, as
applicable. The plaintiffs in the Graiwer case have agreed to dismiss all claims against all defendants except Val
Holms, and such dismissal is pending approval by the Court.

NOTE 8  INCOME
TAXES

The Company uses the liability
method, where deferred tax assets and liabilities are determined based on the
expected future tax consequences of temporary differences between the carrying
amounts of assets and liabilities for financial and income tax reporting
purposes. During 2014 and 2013, the Company generated taxable income and
incurred a total tax provision of $1,958,600 and $513,747, respectively. There
was no available net operating loss carry forward as of December 31, 2013 or
2014.

The income tax provision
differs from the amount of income tax determined by applying the Federal Income
Tax Rate to pre-tax income from continuing operations due to the following
items:

2014
    
    2013Income tax at statutory rate (34%)
    
    $
    2,019,006
    
    
    $
    624.013Effect of state income taxes
    
    
    338,480
    
    
    
    127,097Change in valuation allowance
    
    
    (41,000
    )
    
    
    (219,600
    )Tax return to tax accrual adjustment Other
    
    
    (357,886
    )
    
    
    (17,763
    )Income tax expense
    
    $
    1,958,600
    
    
    $
    513,747


At December 31, 2014 and 2013
the Companys deferred tax asset (liability) are as follows:

2014
    
    2013Changes in asset carrying values notdeductible for tax
    
    $
    106,400
    
    
    $
    79,400Deferred gain on asset sale
    
    
    (68,000
    )Net
      deferred tax asset
    
    
    38,400
    
    
    
    79,400Allowance
      for deferred net tax asset
    
    
    (38,400
    )
    
    
    (79,400
    )Net
      deferred tax asset
    
    
    
    
    
    
    


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The provision for income taxes
consists of the following for 2014 and 2013:

2014
    
    2013Current:Federal
    
    $
    1,680,211
    
    $
    390,208State:Montana
    
    
    139,693
    
    
    65,549North
      Dakota
    
    
    139,021
    
    
    57,990Income tax expense
    
    $
    1,958,600
    
    $
    513,747


The Company has no
unrecognized tax benefits at December 31, 2014 or 2013. It is not anticipated
that there will be any significant changes to unrecognized tax benefits within
the next twelve months. If interest and penalties were to be assessed, we would
charge interest to interest expense, and penalties to other operating expense.
At December 31, 2014, fiscal years 2011 through 2014 remain subject to
examination by federal and state tax authorities.

NOTE 9  OTHER RECEIVABLE

Included in Other Receivable
is an expected reimbursement from the Companys Director and Officer Insurance
policy carrier for lawsuit related costs. Specifically, the Companys insurance
carrier, Scottsdale Insurance Company, has agreed to reimburse for certain legal
defense costs related to the Manuel Graiwer and TJ Jesky derivatively on behalf
of Bakken Resources Inc. v. Val Holms, Herman Landeis, Karen Midtlyng, David
Deffinbaugh, Bill Baber, W. Edward Nichols, and Wesley Paul. Insurance
reimbursement is limited to the extent of the underlying policy and to only
those expenditures deemed by the insurance company as essential to the case. The
receivable balance is $144,913.

In addition, the other
receivable balance includes income tax refund receivable totaling $95,899 and
attorneys fee receivable as a result of a default judgment attained on a
lawsuit.

NOTE 10  RESTRICTED
CASH

At year end, the Company had
an Escrow account that held the unexpended portion ($345,000) of the Greenfield
asset sale proceeds. The Greenfield sale proceeds were subject to a section 1031
exchange to minimize the companys taxable capital gains tax. Accordingly, the
cash was restricted and only available to pay for or reimburse for qualifying
expenditures associated with the asset replacement property. The remaining
restricted funds were fully utilized in early 2015.

NOTE 11  SUBSEQUENT EVENTS

The due date for the final $175,000 bonus payment in the July
9, 2014 Big Willow lease, has been extended, from October 15, 2014 to May 15,
2015, because the title work defining leasable acreage has been delayed.

ITEM 9. CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A CONTROLS AND PROCEDURES

Management is responsible for
establishing and maintaining adequate internal control over financial reporting.
Internal control over financial reporting is defined in Rule 13a-15(f) or
15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended, as
a process designed by, or under the supervision of, a Companys principal
executive and principal financial officers and effected by a Companys board of
directors, management and other personnel, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles and includes those policies and procedures that:

|● | Pertain to the
      maintenance of records that in reasonable detail accurately and fairly
      reflect the transactions and dispositions of the assets of the
      Company;                                                                                                                                                                                          
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|● | Provide reasonable
      assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that receipts and expenditures of the Company
      are being made only in accordance with authorizations of management and
      directors of the Company; and
|● | Provide reasonable
      assurance regarding prevention or timely detection of unauthorized
      acquisition, use or disposition of the Companys assets that could have a
      material effect on the financial statements.                                                                                                                                           

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Our management, with the
participation of our Chief Executive Officer and Chief Financial Officer,
assessed the effectiveness of our internal
control over financial reporting as of December 31, 2014.

A material weakness is a
deficiency, or a combination of deficiencies, in internal control over financial
reporting, such that there is a reasonable possibility that a material
misstatement of our annual or interim financial statements will not be prevented
or detected on a timely basis.

We identified material
weaknesses in our internal control over financial reporting as of December 31,
2013 because certain elements of an effective control environment were not
present including the financial reporting processes and procedures, and internal
control procedures by our board of directors as we have yet to establish an
audit committee and our full board has not been adequately performing those
functions. The material weaknesses identified include the following:

|● | There exists a
      significant overlap between management and our board of directors, with
      two of our six directors being members of management. This does not allow
      for multiple levels of supervision and review.                                                                               
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|● | Additionally, since we
      only have two full time and one part time employees, it has not been
      possible to ensure appropriate segregation of duties between incompatible
      functions and formalized monitoring procedures have not, as of December
      31, 2014, been established or implemented.

Based on this assessment and
the material weaknesses described above, management has concluded that internal
control over financial reporting was not effective as of December 31, 2014.

This annual report does not
include an attestation report of the Companys registered public accounting firm
regarding internal control over financial reporting. Managements report was not
subject to attestation by the Companys registered public accounting firm
pursuant to temporary rules of the Securities and Exchange Commission that
permit the Company to provide only managements report in this annual report.

We intend to take the
following steps as soon as practicable to remediate the material weaknesses we
identified as follows:

|● | We will segregate
      incompatible functions using existing personnel where possible or, given
      sufficient capital resources, we will hire additional personnel to perform
      those functions.                                                   
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|● | We will, and have,
      appointed additional outside directors, particularly those who may have
      experience with regard to financial reporting, financial reporting
      processes and procedures and internal control procedures.                  
|● | To the extent we can
      attract outside directors, we plan to form an audit committee to review
      and assist the board with its oversight responsibilities and appoint a
      financial expert to be the chairperson of such audit
      committee.

Changes in Internal Control
Over Financial Reporting

As of the end of the period
covered by this Report, there have been no changes in internal control over
financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during
the quarter ended December 31, 2013, that materially affected, or are reasonably
likely to materially affect, our Companys internal control over financial
reporting.

ITEM 9B OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

A. Directors, Executive
Officers, Promoters and Control Persons

The members of our board of
directors serve for one year terms and are elected at the next annual meeting of
stockholders, or until their successors have been elected. The officers serve at
the pleasure of the board of directors.

Pursuant to the acquisition of
Holms Energys assets, some members of Holms Energy became the officers and
directors of BRI effective upon closing of the acquisition agreement.

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The following table sets forth
the directors and executive officers of BRI as of December 31, 2014. The
previous directors of BRI appointed the nominees designated by Holms Energy as
members of the board of directors of BRI. Subsequently, the current officers and
directors of BRI resigned their positions at BRI, clearing the way for the
appointment of new executive officers by the new board of directors of BRI.
Directors are elected for a period of one year and thereafter serve until the
next annual meeting at which their successors are duly elected by the
stockholders. Officers and other employees serve at the will of the board of
directors and hold office until their death, resignation or removal from office.

Name
    Age
    PositionVal
      M. Holms
    67
    Chief Executive Officer, President, and
      DirectorDan
      Anderson
    50
    Chief Financial OfficerKaren S. Midtlyng
    56
    Secretary and DirectorHerman R. Landeis
    82
    DirectorBill
      M. Baber
    63
    DirectorW.
      Edward Nichols
    72
    DirectorLou
      Mazzullo
    64
    Director


Family Relationships

There are no family
relationships among our directors or officers

Business Experience

The following is a brief
account of the education and business experience of each director and executive
officer during at least the past five years, indicating each persons business
experience, principal occupation during the period, and the name and principal
business of the organization by which they were employed of those directors and
the key members of the management team who became the officers, directors, and
key employees of BRI on or after December 1, 2010 after the Asset Acquisition:

Val M. Holms  67,
President, Chief Executive Officer, and Director. After being honorably discharged from the United
States Marine Corps, 4th Force Reconnaissance Division in Vietnam in
1969, he was the founder, sole owner and operator of Holms Building Services,
Inc., a licensed general contracting Company based in Missoula, Montana until
1984. Beginning in 1971 until the present, Mr. Holms has been a private
investor, a part time independent land man, organized several oil and gas
limited partnerships, purchased and sold mineral leases, and arranged various
oil and gas joint ventures in Montana, Oklahoma, Texas, and North Dakota. From
1984 to 1988, he attended Rhema Bible Institute and received a degree in
Theology. Mr. Holms and his wife Mari Holms are the managing members of Holms
Energy, LLC.

Dan Anderson  50, Chief
Financial Officer. Mr. Anderson
graduated from the Montana College of Mineral Science and Technology in 1986
with a Bachelor of Science degree in Business Administration, Finance and
Accounting. After graduation, Mr. Anderson served as the chief financial officer
of a health care Company and was a partner in a consulting firm. Mr. Anderson
has subsequently received a Masters Degree in Business Administration, a
graduate degree in banking, is a certified business adviser, and is a certified
human resources specialist. Mr. Anderson has owned a number of small businesses
in southwest Montana for more than 20 years. On May 23, 2014, Mr. Anderson was
appointed as the Company's Chief Financial Officer.

Karen S. Midtlyng  56,
Secretary and Director. Ms.
Midtlyng has an associate degree from the University of Montana, Helena College
of Technology. From 1978 to 2005, she was employed by U.S. Geological Survey
(U.S.G.S.), Water Science Center, Helena, MT. During her 27 years with the
U.S.G.S. she was responsible for start to finish production of several U.S.G.S.
scientific reports, fact sheets and electronic documents and co-authored several
U.S.G.S. publications. From 2005 to 2010, she was engaged as an independent
consultant, providing services for small business in the Helena area, where she
assisted in the establishment and implementation of business processes.

Herman R. Landeis  82,
Director. Mr. Landeis was the
Western Region Tax Manager for Marathon Oil Corporation, based out of Casper,
Wyoming, from 1972 until he retired in 1992. Previously, Mr. Landeis worked as a
professional Draftsman for Marathon Oil Corporation from 1955 until 1972, except
for a two year leave of absence to serve in the Military (Army), where he was
honorably discharged. As a Tax Manager for Marathon Oil Corporation, he was
responsible for and managed a variety of financial matters related to property
tax negotiations, valuation of Company owned assets and property, and conducting
various financial analysis on operations in the
Western United States. These properties included the Interstate Pipeline running
from Montana to Missouri, properties in Alaska, five off-shore platforms and
numerous operating oil and gas properties in the Western United States. Since
his retirement in 1992, he has acted as a consultant to the oil and gas industry
related to special projects involving tax matters, appraisals and valuation of
property. Mr. Landeis received a Certified License as a Professional Appraiser
from the University of Nebraska in 1972.

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Bill M. Baber  63,
Director. Mr. Baber has 37 years
of experience in the field of drilling, completing, operating and maintenance of
oil and gas wells. In addition, Mr. Baber also provides sources and arranges for
the maintenance of oil/gas rigs and other heavy machinery used in drilling
operations. Mr. Baber regularly consults with clients on drilling operations and
regulatory requirements. For the past 15 years, Mr. Baber has conducted his
business through his entity, Bill M. Baber Oil Field Equipment.

W. Edward Nichols  72,
Director. Mr. Nichols has owned
and operated gas processing plants in Kansas and Wyoming, and also co-owned and
operated oil drilling, production and gas gathering companies in Kansas. Mr.
Nichols has served as a Director and member of the Executive Committee of
several public companies, including General Environmental Corporation, Gulfstar
Energy Corporation and EnviroMart.com. He is currently chairman of the Board of
Directors of Three Forks, Inc. and previously served in a similar capacity at
Gulfstar Energy Corporation. He also serves as a consultant and in-house counsel
for Travelpayer Systems Limited, a financial transaction processing and
settlement Company in the United Kingdom. In addition, Mr. Nichols is an
attorney with Nichols & Nichols in Denver, Colorado and is authorized to
practice in the states of Colorado and Kansas, the United States Federal Courts,
and Supreme Court of the United States. He is also Managing Director of Nichols
& Company LLC, a management consulting firm. Previously, Mr. Nichols was
Senior Partner in Nichols and Wolfe, a national municipal bond law firm. He was
instrumental in structuring and providing Approving Legal Opinions for several
hundred million dollars of General Obligation Bonds, Tax Anticipation Notes and
Revenue Bonds. He has since worked as a consultant with public and private
companies in the U.S., Europe and the Far East and has extensive international
relationships with investment banking firms, accounting and brokerage firms.

Lou Mazzullo  64,
Director. Mr. Mazzullo holds a
Bachelor of Science Degree in Geology from Brooklyn College, City University of
New York, Masters of Science Degree in Earth and Space Science from State
University of New York and Masters of Science degree in Geophysical Sciences
from the University of Chicago. Mr. Mazzullo has been a geologist in the natural
resources industry since the late 1970s. Mr. Mazzullo currently is the
President and Chief Petroleum Geologist for Mazzullo Energy Corporation
providing specialized geological advisory and project services in oil, gas, and
uranium exploration and development to various petroleum companies. Some of his
positions have included being senior geologist in the Permian Basin to Brigham
Exploration Company, and Western US Exploration Manager to Ameristate
Exploration, LLC. Mr. Mazzullo has received many professional honors and awards
throughout his career, including the Monroe Cheney Science Award, and the
Dedicated Service Award, West Texas Geological Society. He has been a registered
member of American Association of Petroleum Geologists since 1977.

Involvement in Certain
Legal Proceedings

To our knowledge, during the
past ten years, no present director or executive officer of our Company: (1)
filed a petition under the federal bankruptcy laws or any state insolvency law,
nor had a receiver, fiscal agent, or similar officer appointed by a court for
the business or present of such a person, or any partnership in which he was a
general partner at or within two years before the time of such filing, or any
corporation or business association of which he was an executive officer within
two years before the time of such filing; (2) was convicted in a criminal
proceeding or named subject of a pending criminal proceeding (excluding traffic
violations and other minor offenses); (3) was the subject of any order, judgment
or decree, not subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining him from or
otherwise limiting the following activities: (i) acting as a futures commission
merchant, introducing broker, commodity trading advisor, commodity pool
operator, floor broker, leverage transaction merchant, associated person of any
of the foregoing, or as an investment advisor, underwriter, broker or dealer in
securities, or as an affiliated person, director of any investment Company, or
engaging in or continuing any conduct or practice in connection with such
activity; (ii) engaging in any type of business practice; (iii) engaging in any
activity in connection with the purchase or sale of any security or commodity or
in connection with any violation of federal or state securities laws or federal
commodity laws; (4) was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any federal or state authority
barring, suspending or otherwise limiting for more than 60 days the right of
such person to engage in any activity described above under this Item, or to be
associated with persons engaged in any such activity; (5) was found by a court
of competent jurisdiction in a civil action or by the Securities and Exchange
Commission to have violated any federal or state securities law and the judgment
was not subsequently reversed, suspended or vacated; (6) was found by a court of
competent jurisdiction in a civil action or by the Commodity Futures Trading
Commission to have violated any federal commodities law, and the judgment in
such civil action or finding by the Commodity Futures Trading Commission has not
been subsequently reversed, suspended or vacated.

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Section 16(a) Beneficial
Ownership Reporting Compliance.

Section 16(a) of the
Securities Exchange Act of 1934, as amended (the Exchange Act), requires the
Companys executive officers, directors and persons who own more than 10% of the
Companys outstanding common stock to file initial reports of ownership and
changes in ownership with the Securities and Exchange Commission. Based solely
on our review of Forms 3, 4 and 5 furnished to us and on written representations
from certain reporting persons, we believe that the directors, executive
officers, and our greater than 10% beneficial owners have complied in a timely
manner with all applicable filing requirements for the fiscal year ended
December 31, 2014.

Limitation of Liability of
Directors

Pursuant to the Nevada General
Corporation Law, our Articles of Incorporation exclude personal liability for
our Directors for monetary damages based upon any violation of their fiduciary
duties as Directors, except as to liability for any breach of the duty of
loyalty, acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, or any transaction from which a
Director receives an improper personal benefit. This exclusion of liability does
not limit any right which a Director may have to be indemnified and does not
affect any Directors liability under federal or applicable state securities
laws. We have agreed to indemnify our directors against expenses, judgments, and
amounts paid in settlement in connection with any claim against a Director if he
acted in good faith and in a manner he believed to be in our best interests.

Election of Directors and
Officers

Directors are elected to serve
until the next annual meeting of stockholders and until their successors have
been elected and qualified. Officers are appointed to serve until the meeting of
the Board of Directors following the next annual meeting of stockholders and
until their successors have been elected and qualified.

No executive officer or
director of the Company has been the subject of any Order, Judgment, or Decree
of any Court of competent jurisdiction, or any regulatory agency permanently or
temporarily enjoining, barring suspending or otherwise limiting him from acting
as an investment advisor, underwriter, broker or dealer in the securities
industry, or as an affiliated person, director or employee of an investment
company, bank, savings and loan association, or insurance company or from
engaging in or continuing any conduct or practice in connection with any such
activity or in connection with the purchase or sale of any securities.

No executive officer or
director of the Company has been convicted in any criminal proceeding (excluding
traffic violations) or is the subject of a criminal proceeding which is
currently pending.

Except as set forth under Item
3 of this report, no executive officer or director of the Company is the subject
of any pending legal proceedings.

Audit Committee and
Financial Expert

We created an Audit Committee
in December 2014. The Audit Committee charter identifies five key purposes:
oversee the integrity of the companys financial statement; overseeing the
companys compliance with legal and regulatory requirements; overseeing the
registered public accounting firms qualifications and independence; overseeing
the performance of the companys independent auditor and internal audit
function; and overseeing the companys system of disclosure controls and
procedures. Ed Nichols has been named chair of the Audit Committee.

Dan Anderson was appointed as
Chief Financial Officer of BRI in May 2014, and is deemed our financial expert.

Code of Business Conduct
and Ethics

A code of ethics relates to
written standards that are reasonably designed to deter wrongdoing and to
promote:

| | (1) | Honest and ethical conduct, including the
      ethical handling of actual or apparent conflicts of interest between
      personal and professional relationships;                                             
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | Full, fair, accurate, timely and
      understandable disclosure in reports and documents that are filed with, or
      submitted to, the Commission and in other public communications made by an
      issuer;
| | (3) | Compliance with applicable governmental
      laws, rules and regulations;                                                                                                                                      
| | (4) | The prompt internal reporting of violations
      of the code to an appropriate person or persons identified in the code;
      and                                                                             
| | (5) | Accountability for adherence to the
      code.                                                                                                                                                                 

We have adopted a corporate
code of ethics that applies to our principal executive officer, principal
financial officer, principal accounting officer or controller, or persons
performing similar functions.

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Nominating Committee

We do not have a Nominating
Committee or Nominating Committee Charter. Our board of directors perform some
of the functions associated with a Nominating Committee.

ITEM 11. EXECUTIVE
COMPENSATION

Summary Compensation Table

The table below sets forth the
aggregate annual and long-term compensation paid by us for the fiscal years
ended December 31, 2013 and 2012, to our Chief Executive Officer. Other than as
set forth below, no executive officers salary and bonus exceeded $100,000 for
the fiscal years 2013 or 2012.

|                   |      |         |       |        |        |                | Change in    |              |        
|------------------ | ---- | ------- | ----- | ------ | ------ | -------------- | ------------ | ------------ | -------
|                   |      |         |       |        |        |                | Pension      |              |        
|                   |      |         |       |        |        |                | Value and    |              |        
|                   |      |         |       |        |        |                | Nonqualified |              |        
|                   |      |         |       |        |        | Non-Equity     | Deferred     |              |        
|Name
      and     |      |         |       | Stock  | Option | Incentive Plan | Compensation | All other    |        
|Principal          |      | Salary  | Bonus | Awards | Awards | Compensation   | Earnings     | Compensation | Total  
|Position           | Year | ($)     | ($)   | ($)    | ($)    | ($)            | ($)          | ($)          | ($)    
|(a)                | (b)  | (c)     | (d)   | (e)    | (f)    | (g)            | (h)          | (i)          | (j)    
|Val
      M. Holms |      |         |       |        |        |                |              |              |        
|Pres, CEO, & Dir.  | 2014 | 185,000 | 0     | 0      | 0      | 0              |             | 0            | 185,000
|                   |      |         |       |        |        |                |              |              |        
|Val
      M. Holms |      |         |       |        |        |                |              |              |        
|Pres, CEO, & Dir.  | 2013 | 180,000 | 0     | 0      | 0      | 0              |             | 0            | 180,000
|                   |      |         |       |        |        |                |              |              |        

Narrative Disclosure to
Summary Compensation Table

Mr. Val M. Holms, President
and CEO of the Company was appointed to his executive position on December 1,
2010. Mr. Holms' annual salary of $180,000 was agreed to be paid by the Company
pursuant to his Employment Agreement entered into on February 1, 2011. In
January 2013, the Board authorized the extension of Mr. Holms Employment
Agreement.

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Outstanding Equity
Awards at Fiscal Year End

There have been no options
awards or equity awards given to any executive officers of BRI since inception
on June 6, 2008, through the fiscal year ended December 31, 2014.

Compensation of
Directors

The tables below show
compensation for our non-employee directors for services as a director of the
Company for the 2014 fiscal year. Compensation, as reflected in the tables which
follow, is presented on the basis of rules of the Securities and Exchange
Commission and does not, in the case of certain stock-based awards or accruals,
necessarily represent the amount of compensation realized or which may be
realized in the future.

Stock Awards
    
    
    TotalName(a)
    
    ($)(b)
    
    
    ($)W.
      Edward Nichols
    
    $
    0
    (b)
    
    $
    0Bill
      Baber
    
    $
    0
    (b)
    
    $
    0


(a) Our directors receive
no fees or cash compensation for their services. Directors are, however,
reimbursed for their actual out-of-pocket expenses associated with attending
meetings and carrying out their obligations as directors.

(b) W. Edward Nichols and
Bill Baber were granted 250,000 options each in 2012. One-third of the options
vested immediately with the remaining options vesting quarterly over a two year
period. The grant date fair value of each award was determined to be $200,274.

ITEM 12. SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.

The following table
presents information about the beneficial ownership of our common stock on April
14, 2014, held by our directors and executive officers and by those persons
known to beneficially own more than 5% of our capital stock. The percentage of
beneficial ownership for the following table is based on 56,735,350 shares of
common stock outstanding as of April 14, 2014.

Beneficial ownership is
determined in accordance with the rules of the Securities and Exchange
Commission and does not necessarily indicate beneficial ownership for any other
purpose. Under these rules, beneficial ownership includes those shares of common
stock over which the stockholder has sole or shared voting or investment power.
It also includes (unless footnoted) shares of common stock that the stockholder
has a right to acquire within 60 days after April 15, 2013, through the exercise
of any option, warrant or other right. The percentage ownership of the
outstanding common stock, however, is based on the assumption, expressly
required by the rules of the Securities and Exchange Commission, that only the
person or entity whose ownership is being reported has converted options or
warrants into shares of our common stock.

Beneficial Ownership of
Current Directors, Executive Officers and 5% Holders of the Company

|Name of Beneficial Owner (1)                    | Number of Shares | Percent of Outstanding Shares ofCommon Stock (2)
|----------------------------------------------- | ---------------- | ------------------------------------------------
|Val
      M. Holms-CEO, President, and Director | 26,350,000 (3)   | 46.83%                                          
|Karen S. Midtlyng-Secretary, and
      Director | 2,250,000 (4)    | 3.97%                                           
|Herman R. Landeis - Director                    | 250,000 (5)      | *                                               
|Bill
      M. Baber - Director                  | 145,838 (6)      | *                                               
|W.
      Edward Nichols - Director              | 145,838 (7)      | *                                               

| | * |  | Less than
      1%
| | - |  | ------------------

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| | 1. |  | As used in this table,
      beneficial ownership means the sole or shared power to vote, or to
      direct the voting of, a security, or the sole or shared investment power
      with respect to a security (i.e., the power to dispose of, or to direct
      the disposition of, a security). The address of each person is care of the
      Company at 1425 Birch Ave. Suite A; Helena, MT 59601.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |  |                                                                                                                                                                                                                                                                                                                                                                                                            
| | 2. |  | Figures are rounded to
      the nearest tenth of a percent.                                                                                                                                                                                                                                                                                                                                               
| |   
| | 3. |  | Includes 26,350,000
      shares held directly                                                                                                                                                                                                                                                                                                                                                             
| |   
| | 4. |  | Includes 2,250,000
      shares held directly                                                                                                                                                                                                                                                                                                                                                              
| |   
| | 5. |  | Includes 250,000 shares
      held directly                                                                                                                                                                                                                                                                                                                                                                
| |   
| | 6. |  | Includes 83,333 vested
      shares of restricted shares and 60 days of vested shares as of April 15,
      2013. 250,000 stock options were granted on March 20, 2012, with 1/3
      vesting immediately and remaining 2/3 vesting over 24 month
    period.                                                                                                                                             
| |   
| | 7. |  | Includes 83,333 vested
      shares of restricted shares and 60 days of vested shares as of April 15,
      2013. 250,000 stock options were granted on March 20, 2012, with 1/3
      vesting immediately and remaining 2/3 vesting over 24 month
    period.                                                                                                                                             

Change in Control

We are unaware of any
contract, or other arrangement or provision of our Articles or By-laws, the
operation of which may at a subsequent date result in a change of control of
BRI.

ITEM 13. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

On July 3, 2012 the Company
purchased a 17% working interest in an oil well located in Archer County, Texas
for $68,000 cash from Holms Energy Development Corp. (HEDC). HEDC is owned by
Val Holms, our CEO. This transaction was reviewed by the Companys independent
directors and approved by our Board, with Mr. Holms recusing himself from such
Board vote.

Transactions With Related
Persons, Promoters, and Certain Control Persons

None.

Promoters and Certain
Control Persons

None.

Director Independence

Our Board of Directors has
determined that three of our six directors are currently independent directors
as that term is defined in Rule 5605(a)(2)of the Marketplace Rules
of the National Association of Securities Dealers. We are not presently required
to have independent directors. If we ever become a listed issuer whose
securities are listed on a national securities exchange or on an automated
inter-dealer quotation system of a national securities association, which has
independent director requirements, we intend to comply with all applicable
requirements relating to director independence.

ITEM 14. PRINCIPAL
ACCOUNTING FEES AND SERVICES.

The aggregate fees billed by
our principal accountant for services rendered during the fiscal years ended
December 31, 2013 and 2012, are set forth in the table below:

Year ended
    
    Year endedFee
      Category
    
    December 31,
      2014
    
    December 31,
      2013Audit fees (1)
    
    $
    90,521
    
    $
    51,556Audit-related fees (2)
    
    
    
    
    
    Tax
      fees (3)
    
    
    
    
    
    All other fees (4)
    
    
    
    
    
    Total fees
    
    $
    90,521
    
    $
    51,556


|(1) |  | Audit fees consists
      of fees incurred for professional services rendered for the audit of
      annual financial statements, for reviews of interim financial statements
      included in our quarterly reports on Form 10-Q, and for services that are
      normally provided in connection with statutory and regulatory filings or
      engagements.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Audit-related fees
      consists of fees billed for professional services that are reasonably
      related to the performance of the audit or review of our financial
      statements, but are not reported under Audit fees.                                                                                                                             
|   
|(3) |  | Tax fees consists
      of fees billed for professional services relating to tax compliance, tax
      advice and tax planning.                                                                                                                                                                                                                                
|   
|(4) |  | All other fees
      consists of fees billed for all other services, such as review of our
      registration statement on Form S-1.                                                                                                                                                                                                                           

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Audit Committees
Pre-Approval Policies and Procedures

The Company formed an audit
committee in December 2014 to take over the responsibilities previously carried
out the board as a whole. The committee will pre-approve the engagement of our
principal independent accountants to provide audit and non-audit services. Section
10A(i) of the Securities Exchange Act of 1934 prohibits our auditors from
performing audit services for us as well as any services not considered to be
audit services unless such services are pre-approved by the audit committee or
unless the services meet certain minimum standards.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

a) (1) Financial Statements
See Item 8 in Part II of this report.

(2)
All other financial statement schedules are omitted because the information
required to be set forth therein is not applicable or because that information
is in the financial statements or notes thereto.

(b) (3) Exhibits specified by
Item 601 of Regulation S-K.

EXHIBIT INDEX

The following exhibit index
shows those exhibits filed with this report and those incorporated herein by
reference:

|         |                                                                                                                                                                                                                            |          | Incorporated Herein
      by Reference
|-------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------- | --------------------------------------
|Exhibits | Description of Document                                                                                                                                                                                                    | Filed    | Form                                  
|         |                                                                                                                                                                                                                            | Herewith |                                       
|3.1      | Articles of
Incorporation                                                                                                                                                                                                  |          | S-1                                   
|3.2      | Bylaws                                                                                                                                                                                                                     |          | 8-K                                   
|4.1      | Non-Qualified Stock Option and
      Stock Appreciation Rights Plan adopted on June 10,
2008                                                                                                                               |          | S-1                                   
|4.2      | Form of Registration Rights
      Agreement 2010                                                                                                                                                                           |          | 10-K                                  
|4.3      | Form of Warrant 2010                                                                                                                                                                                                       |          | 10-K                                  
|4.4      | Form of Warrant 2011 (Convertible
      Bridge Loan)                                                                                                                                                                       |          | 8-K                                   
|4.5      | Form of Convertible Promissory
      Note 2011                                                                                                                                                                             |          | 8-K                                   
|10.1     | Asset Purchase Agreement with
      Holms Energy, LLC entered into on November 26, 2010                                                                                                                                    |          | 8-K                                   
|10.2     | Asset Purchase Agreement between
      Holms Energy, LLC and Evenette and Rocky Greenfield entered into on
      November 12, 2010                                                                                         |          | 8-K                                   
|10.3     | Promissory note with Holms Energy,
      LLC for $485,000 entered into on November 12, 2010                                                                                                                                |          | 8-K                                   
|10.4     | Office Lease beginning December 1,
      2010                                                                                                                                                                              |          | 10-K                                  
|10.5     | Form of Common Stock and Warrant
      Purchase Agreement 2010                                                                                                                                                             |          | 10-K                                  
|10.6     | Employment Agreement by and
      between Bakken Resources, Inc. and David Deffinbaugh, dated effective as
      of January 1, 2012                                                                                        |          | 10-K                                  
|10.7     | Employment Agreement by and
      between Bakken Resources, Inc. and Val M. Holms, dated March 12, 2013                                                                                                                    |          | 8-K                                   
|10.8     | Employment Agreement by and
      between Bakken Resources, Inc. and Karen Midtlyng, dated March 12, 2013                                                                                                                  |          | 8-K                                   
|10.9     | Form of Securities Purchase
      Agreement, entered into by Bakken Resources, Inc. on February 4,
      2011                                                                                                              |          | 8-K                                   
|10.10    | Form of Securities Purchase
      Agreement, entered into by Bakken Resources, Inc. on March 18, 2011                                                                                                                      |          | 8-K                                   
|10.11    | Oil and Gas Lease by and between
      Rocky Greenfield and Evenette Greenfield, Trustees of the Revocable Living
      Trust of Rocky Greenfield and Evenette Greenfield and Empire Oil Company
      dated July 29, 2008 |          | 10-K                                  
|         |                                                                                                                                                                                                                            |          |                                       

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|10.12                                                                                        | Oil and Gas Lease No.1 by and between Rocky
      Greenfield and  Evenette Greenfield, Trustees of the Revocable
      Living Trust of Rocky Greenfield and Evenette Greenfield and Empire Oil
      Company dated July 14, 2008                        |   | 10-K | 10.13 | 04-15-11
|-------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ---- | ----- | --------
|10.13                                                                                        | Amendment to Oil and Gas Lease by and
      between The Rocky Greenfield and Evenette Greenfield Revocable Living
      Trust, Rocky Greenfield and Evenette Greenfield, Trustees and Oasis
      Petroleum North America, LLC dated September 18, 2009 |   | 10-K | 10.14 | 04-15-11
|10.14                                                                                        | Extension, Amendment and Ratification of Oil
      and Gas Lease by and between Evenette Greenfield and Rocky Greenfield and
      The Armstrong Corporation dated September 9, 2003                                                                    |   | 10-K | 10.15 | 04-15-11
|10.15                                                                                        | Extension, Amendment and Ratification of Oil
      and Gas Lease by and between Evenette Greenfield and The Armstrong
      Corporation dated November 24, 2004                                                                                         |   | 10-K | 10.16 | 04-15-11
|10.16                                                                                        | Oil and Gas Lease No.2 by and between Rocky
      Greenfield and Evenette Greenfield, Trustees of the Revocable Living Trust
      of Rocky Greenfield and Evenette Greenfield and Empire Oil Company dated
      July 14, 2008                         |   | 10-K | 10.17 | 04-15-11
|10.17                                                                                        | Oil and Gas Lease by and between Val Holms
      and Mari Holms, individually and as Trustees of the Val Holms and Mari
      Holms Revocable Living Trust and Empire Oil Company dated July 29,
      2008                                             |   | 10-K | 10.18 | 04-15-11
|10.18                                                                                        | Oil and Gas Lease by and between Val Holms
      and Mari Holms, individually and as Trustees of the Val Holms and Mari
      Holms Revocable Living Trust and Empire Oil Company dated July 14,
      2008                                             |   | 10-K | 10.19 | 04-15-11
|10.19                                                                                        | Oil and Gas Lease by and between Val Holms
      and Mari Holms,  individually and as Trustees of the Val Holms
      and Mari Holms Revocable Living Trust and The Armstrong Corporation dated
      March 1, 2005                                     |   | 10-K | 10.20 | 04-15-11
|10.20                                                                                        | Oil and Gas Lease by and between Val Holms
      and Mari Holms Revocable Living Trust, Val Holms and Maris Holms Trustees
      and The Armstrong Corporation dated September 9, 2003                                                                  |   | 10-K | 10.21 | 04-15-11
|10.21                                                                                        | Oil and Gas Lease by and between Val Holms
      and Mari Holms,Trustees of the Val Holms and Mari Holms Revocable Living
      Trust and the Armstrong Corporation dated November 24, 2004                                                             |   | 10-K | 10.22 | 04-15-11
|10.22                                                                                        | Oil and Gas Lease by and between Val Holms
      and Mari Holms, individually and as Trustees of the Val Holms and Mari
      Holms Revocable Living Trust and Empire Oil Company dated July 14,
      2008                                             |   | 10-K | 10.23 | 04-15-11
|10.23                                                                                        | Form of Convertible Bridge Loan Agreement
      2011                                                                                                                                                                                                    |   | 8-K  | 10.1  | 05-25-11
|10.24                                                                                        | Mineral Property Sale and Purchase Agreement
      Between John L. Reely, Lincoln Green, Inc. and Bakken Resources, Inc.
      dated effective as of September 21, 2011                                                                                 |   | 8-K  | 10.1  | 09-27-11
|10.25*                                                                                       | Purchase and Sale Agreement dated February
      4, 2014                                                                                                                                                                                                |   | 8-K  | 10.1  | 02-10-14
|10.26                                                                                        | Indemnification Agreement with Oasis Petroleum, Inc. dated January 23, 2014                                                                                                                                                                             |   | 10-Q | 10.28 | 11-19-14
|10.27                                                                                        | Mineral Property Lease Agreement with First Amendment Between Bakken Resources, Inc. and Big Willow,
LLLP, effective as of July, 2014                                                                                                                   |   | 10-Q | 10.29 | 11-19-14
|31.1                                                                                         | Rule 13a-14(a)/15d-14(a) Certification of
      Chief Executive Officer                                                                                                                                                                                 | X |      |       |         
|31.2                                                                                         | Rule 13a-14(a)/15d-14(a) Certification of
      Chief Financial Officer                                                                                                                                                                                 | X |      |       |         
|32.1                                                                                         | Section 1350 Certification of Chief
      Financial Officer and principal executive officer                                                                                                                                                             | X |      |       |         
|                                                                                             |                                                                                                                                                                                                                                                         |   |      |       |         
|* Exhibit 10.25 is
      subject to SECs confidential treatment order dated March 24, 2014.

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SIGNATURES

In accordance with Section 13
or 15(d) of the Exchange Act of 1934, as amended, the registrant caused this
Annual Report on Form 10-K to be signed on its behalf by the undersigned,
thereunto duly authorized, in Helena, MT on this 31st day of August, 2016.

BAKKEN RESOURCES, INC.Date: August 31, 2016
    By:
    /s/ Dan Anderson(principal executive
  officer)


In accordance with Section 13
or 15(d) of the Exchange Act of 1934, as amended, this Annual Report on Form
10-K has been signed below by the following persons on behalf of the registrant
in the capacities indicated below on this 31st day of August, 2016.

Date: August 31, 2016
    By:
    /s/ Dan
      AndersonDan
      AndersonChief Financial Officer and DirectorDate: August 31, 2016
    By:
    /s/ Karen
      MidtlyngKaren MidtlyngSecretary and DirectorDate: August 31, 2016
    By:
    /s/ Bill M.
      BaberBill
      M. BaberDirectorDate: August 31, 2016
    By:
    /s/ Herman R.
      LandeisHerman R. LandeisDirectorDate: August 31, 2016
    By:Solange CharasDirector and audit committee chairDate: August 31, 2016
    By:Douglas L. WilliamsDirector and audit committee memberDate: August 31, 2016
    By:Val M. HolmsDirector


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