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December 30, 2022
John Leenerts
Vice President
Inland Mid-Continent Corporation
2702 East 72nd Street
Tulsa, OK 74136
Re:Inland Mid-Continent Corporation
Amendment No. 2 to Offering Statement on Form 1-A
Filed December 19, 2022
File No. 024-11837
Dear John Leenerts:
            We have reviewed your amended offering statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our December 6, 2022 letter.
Amendment No. 2 to Offering Statement on Form 1-A
Dilution, page 8
1.We note your revised disclosure in response to prior comment 2. Please note that dilution
per share to new investors in this offering should represent the difference between the
offering price per share and the net tangible book value per share after the offering.
Please revise or advise.  In addition, please revise your disclosures to present your per
share amounts rounded to the nearest two decimal places so as to not imply greater
precision than exists.

 FirstName LastNameJohn  Leenerts
 Comapany NameInland Mid-Continent Corporation
 December 30, 2022 Page 2
 FirstName LastName
John  Leenerts
Inland Mid-Continent Corporation
December 30, 2022
Page 2
Plan of Distribution, page 8
2.We note you have revised your disclosure in response to prior comment 3 to reflect that
the total fees and expenses payable to Rialto will be approximately $410,000.  However,
you disclose under note 6 on page 14 that the maximum compensation is $415,000. Please
revise or advise.
Description of the Business
History of the Company, page 12
3.We have reviewed your response to prior comment 4 and reissue the comment. We note
your current disclosure states you own Working Interests in 100% of the mineral leases
owned by the Company. You also disclose that each Company Working Interest is set at a
13/16 (81.25%) net revenue interest – and each lessor’s royalty interest for each lease is
set at 3/16 (18.75%).

Please revise your disclosure to clearly describe the types and average overall percentage
ownership for interests currently owned by the Company in the 91 mineral leases. For
example, clarify if you hold an undivided 8/8ths or a 100% working interest in each of the
91 mineral leases in Okfuskee County (e.g. you are the sole working interest owner and
that no other entities hold a portion of the working interest), with royalty interests of 3/16
(18.75%) due to the mineral owner or lessor that represent deductions from the working
interest to arrive at an average net revenue interest of 13/16 (81.25%) for each lease in
which the Company holds an ownership. If you hold only a portion of the working
interests in each lease, please revise your disclosure to clarify and provide the overall
average working and net revenue interests you currently hold in the 91 mineral leases.

Please note Item 1208 of Regulation S-K applies to all of the leases in which you hold a
current/valid interest; therefore, your disclosure should not be limited to just the acreage
amounts in Plays #2 through #7. Please revise your disclosure accordingly, and if
warranted, provide separate disclosure relating to your overall interests in the 91 mineral
leases and your specific interests in Plays #2 through #7.

4.We also note certain inconsistencies in the tabular presentation on page 12 relating to
Plays #2 through #7. Please revise your presentation to disclose the total gross acres, total
net acres, total gross developed acres, total net developed acres, total gross undeveloped
acres, and total net undeveloped acres, and state the as of or effective date for these
figures, e.g. December 31, 2021 or as of the date of this Offering Circular. Please note the
definitions of (1) a gross acre and (2) a net acre in Item 1208(c) of Regulation S-K, where
a gross acre represents each acre in which you currently own a working interest, and
where a net acre is a gross acre multiplied by the working interest for that gross acre. For
example, 1 gross acre with a working interest of 50% is 0.5 net acres.

 FirstName LastNameJohn  Leenerts
 Comapany NameInland Mid-Continent Corporation
 December 30, 2022 Page 3
 FirstName LastNameJohn  Leenerts
Inland Mid-Continent Corporation
December 30, 2022
Page 3
In this regard, we note you disclose that you own working interests in 320 gross acres, 560
gross acres and 720 gross acres in Plays 5, 6 and 7 with “0” net acres, which indicates you
have a “0” working interest ownership. We also note that the back calculated working
interest (i.e. net interest) for Play 2 is 58.8% (188/320), Play 3 is 73.1% (117/160) and
Play 4 is 7.5% (12/161). These figures and the corresponding interests appear inconsistent
with the discussion of your interests that accompany the table. You should only disclose
acreage for leases in which you currently own an interest, that are valid and have not
expired as of the end of your latest year end or more current date such as the date of this
Offering Circular. Please revise your presentation to resolve these inconsistencies or tell
us why a revision is not needed.
5.We have reviewed your response to prior comment 4 and note your expanded disclosure
of lease expiration does not provide the expiration dates for material concentrations of
your undeveloped acreage. To the extent there are known expirations or planned
relinquishments of material amounts of your acreage over the near term (i.e. next 3 to 5
years), expand your disclosure to provide the total gross and net amounts by year. Refer to
Item 1208(b) of Regulation S-K.
6.We have read your response to prior comment 5 and note the disclosure on page 12 of
certain acreage figures relating to Plays 2 through 7 appears to represent the total surface
acreage encompassed by each play. Please expand your disclosure to disclose the gross
and net acreage amounts as defined in Item 1208(c) of Regulation S-K and clarify if the
acreage is held by the Company under a current/valid lease in addition to disclosing the
total surface acreage encompassed by each play.

For example, the description for Play 7 states “the Company must lease 100% of the Play
7 acreage.” To the extent that any of the leases have expired, disclose the acreage held
under a current/valid lease, and separately the expired acreage amounts that are subject to
lease renewals. Additionally disclose the acreage amounts relating to future acreage
acquisitions, if required. Please note the acreage figures presented here relating to acreage
held by the Company under a current/valid lease should be consistent with the figures in
the tabular presentation of undeveloped acreage presented on page 12 relating to Plays #2
through #7.
Description of Property, page 14
7.We have read your response to prior comment 6 and note the disclosure on page 12
indicating the Company is a mineral lessee on 91 mineral leases with a gross leased area
of 2,240 acres relating to Plays #2 through #7 appears to conflict with the comparable
disclosure on page 14 indicating these 91 leases cover all six project areas and have a
gross lease area of 1,520 acres. We also note Exhibit “A” Oil and Gas Leases Inland Mid-
Continent Corporation presents a tabular summary of the 91 individual mineral leases and
the corresponding lease gross acres that total to 12,114.72 acres.

 FirstName LastNameJohn  Leenerts
 Comapany NameInland Mid-Continent Corporation
 December 30, 2022 Page 4
 FirstName LastName
John  Leenerts
Inland Mid-Continent Corporation
December 30, 2022
Page 4
Please revise your disclosure to resolve these apparent inconsistencies or tell us why a
revision is not necessary. For example, your disclosure should clarify the difference
between gross surface area within a lease, the number of acres within the lease that are
under a current/valid lease held by the Company, and the number of acres within the lease
that are not under a current/valid lease held by the Company and must be renewed or
acquired, and acreage that is not currently encompassed by Plays #2 through #7.
            You may contact Sandra Wall, Petroleum Engineer, at 202-551-4727 or John Hodgin,
Petroleum Engineer, at 202-551-3699 if you have questions regarding comments on engineering
matters. Please contact Michael Purcell, Staff Attorney, at 202-551-5351 or Karina Dorin, Staff
Attorney, at 202-551-3762 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Nicholas Antaki