I have an opportunity to sell Oil and Gas interest in working wells.
This is not wildcatting. Can I sell those interests to private
parties? Do I fall under  SEC regulations? Can this be handled by a
Form D exclusion? Basically, how can I do this without being in
violation of state and federal securities laws?

I am not the operator nor do I own the company but I have a first
person relationship with the owner/operators.  However I may or may
not have interest in some of the wells.  Would this create a conflict
of interest that would violate any laws?