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Item 8. Financial Statements and Supplementary Data

2024-03-26 compared with 2023-11-20 · 628 added, 387 removed, 176 unchanged (85% of the section changed)

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report s of Independent Registered Public Accounting Firm s

Reports of Independent Registered Public Accounting Firms

Financial Statements:

1 unchanged sentence

Consolidated Statements of Operations for the years ended December 31, 2023, and December 31, 2022

Consolidated Statements of Stockholders ’ Deficit for the years ended December 31, 2022 , and 2021

Consolidated Statements of Stockholders’ for the years ended December 31, 2023, and 2022

Consolidated Statements of Cash Flows for the years ended December 31, 2023, and December 31, 2022

Notes to Consolidated Financial Statements

REPORT OF I N DEPE N DENT REGISTERED P UBLIC ACCOUNT I NG FIRM

To t he Bo a r d of Di r ec t o rs and Shareholders of Co Jax Oil and Gas Corporation:

Opinion on t he Financia l Statements

We h ave a ud it ed t he acc ompa n y in g consolidated ba l ance sheet o f CoJax Oil and Gas Corporation ("t he Company"

) as of December 3 1 , 2022, t he re l ated conso li da t ed statements o f ope rati ons, stock h o ld ers' equity, a n d cash flow s for t he year ended December 3 1 , 2022 and the r e l a t ed n o t es (collec t iv e l y referred to as t he "fin a n cia l s t atements"

I n our opinion , the fi n ancia l statements referred to above present f ai rl y, in all m a t e ri a l respects, t he fin a nci a l position of t he Company as of December 31, 2022 , and t h e r esu l t s of i t s operations and i ts cash flow s for the year ended Dece m ber 31, 2022 , in conformity with accou n t in g p ri n c ipl es generally accep t ed in t he U n it ed States of Amer i ca .

Ex p l a n a t ory Parag ra p h Regarding Going Concern

The accompanying financial statements h ave bee n prepared assuming t h a t t h e Company w i ll continue as a go i ng concern .

As di scus sed in N o te 2 t o the fin a n c i al statements, t h e Company has suffered recurring losses from operations and has a net capital deficiency w hich raise substantial do u b t abou t its ability to continue as a go i ng concern .

M a n a gemen t's p l a n s in regard to t he se m atters are also described in Note 2.

The financial sta t emen t s do n o t i n cl u de any adjustmen t s tha t might r esu l t from t he outcome of t h i s u ncerta i n ty .

REPORT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

To the Board of Directors and Stockholders

CoJax Oil and Gas Corporation

Opinion on the Consolidated Financial

We have audited the accompanying consolidated

balance sheet of CoJax Oil and Gas Corporation (the Company) as of December 31, 2023, and the related consolidated statements

of operations, stockholders’ equity, and cash flows for the year ended December 31, 2023, and the related notes (collectively

referred to as the "consolidated financial statements").

In our opinion, the consolidated financial statements present

fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations

and its cash flows for each the year ended December 31, 2023, in conformity with accounting principles generally accepted in the

United States of America.

The financial statements of CoJax Oil and Gas Corporation as of December 31, 2022 were audited by other

auditors whose report dated November 17, 2023 expressed an unqualified opinion on those statements.

Going Concern

The accompanying consolidated

financial statements have been prepared assuming the Company will continue as a going concern.

As discussed in Note 2 to the consolidated

financial statements, the Company has yet to achieve profitable operations, has negative cash flows from operating activities,

and is dependent upon future issuances of equity or other financings to fund ongoing operations all of which raises substantial

doubt about its ability to continue as a going concern.

Management’s plans regarding these matters are also described in

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

These consolidated financial statements

are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated

financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight

Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB .

We conducted our audit in accordance with

the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether

the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required

to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are

required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Sad l e r , G i bb & Associates , LLC

We ha v e se rv ed as t h e Company's auditor since 2022 .

November 17, 2023

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of CoJax Oil & Gas Corporation

Opinion on the Financial Statements

We have audited the accompanying balance sheets of CoJax Oil & Gas Corporation (the Company) as of December 31, 2021, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the year ended December 31, 2021, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the year ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

Our audit included performing

procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud,

and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles

used and the significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial

We believe our audit provides a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter

communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated

or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the

consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication

of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and

we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the

accounts or disclosures to which it relates.

Oil and gas properties

As described in Notes 3, 5 and 12

to the consolidated financial statements, the Company accounts for its oil and gas properties using the successful efforts method

of accounting which requires management to estimate reserve volumes and future net revenues to assess if there are indications

the carrying value of certain properties exceed the fair value and if so, determine the fair value of its oil and gas properties.

To estimate the volume of reserves and future net revenues, management makes significant estimates and assumptions, and rely on

third party experts.

In addition, the estimation of reserves is also impacted by management’s judgments and estimates regarding

the financial performance of wells associated with reserves to determine if wells are expected, with reasonable certainty,

to be economical under the pricing assumptions required in the impairment evaluation and measurements.

We identified the evaluation

of oil and gas properties as a critical audit matter.

Our audit procedures related to the

estimation of proved reserves included the following, among others.

evaluated the level of knowledge, skill and ability of the Company’s reservoir engineering specialists and their relationship

to the Company, made inquiries of those reservoir engineers regarding the process followed and judgments made to estimate

the Company’s proved reserves, and read the reserve report prepared by the Company’s reservoir engineering specialists.

We tested the accuracy of the Company’s impairment evaluation and measurement that included these proved reserve reports.

evaluated sensitive inputs and assumptions used to determine reserve volumes and other cash flow inputs and assumptions derived

from the Company’s accounting records.

These assumptions included historical pricing differentials, current and future operating

costs, estimated future capital costs, and ownership interests.

/s/ M&K CPAS, PLLC

M&K CPAS, PLLC

We have served as the Company’s auditor since 2024

The Woodlands, TX

March 26, 2024

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

of Directors and Shareholders of CoJax Oil and Gas Corporation:

on the Financial Statements

audited the accompanying consolidated balance sheet of CoJax Oil and Gas Corporation (“the Company”) as of December

31, 2022, the related consolidated statements of operations, stockholders’ equity, and cash flows for the year then ended

and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements

referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and

the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted

in the United States of America.

These financial

statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight

Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ Haynie & Company

Salt Lake City, Utah

As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the

purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

we express no such opinion.

included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining on a test basis, evidence

regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Sadler, Gibb & Associates,

November 17, 2023

We began serving as the Company’s auditor in 2019.

In 2022, we became the predecessor auditor.

CoJax Oil and Gas Corporation

Consolidated Balance Sheets

We served as the Company’s

auditor from 2022 through January 4, 2024.

Oil and Gas Corporation

Balance Sheets

December 31, 2023

2 unchanged sentences

Accounts receivable

Prepaid expenses

Total current assets

14 unchanged sentences

Notes payable, net of current portion

Tota l long -term liabilities

Total long-term liabilities

Total liabilities

2 , 22 8 , 273

Stockholders’ equity:

1 unchanged sentence

Common stock, $ 0.01 par value, 300,000,000 current shares authorized, 9,315,902 and 9,114,446 shares issued and outstanding at December 31, 2023 and 2022, respectively.

Subscription payable

Additional paid-in capital

Accumulated deficit

Total stockholders ’ equity

( 10,764,041 )

( 9,134,139 )

Total stockholders’ equity

Total liabilities and stockholders’ equity

See accompanying notes to consolidated financial statements.

CoJax Oil and Gas Corporation

Consolidated Statements of Operations

accompanying notes to consolidated financial statements.

Oil and Gas Corporation

Statements of Operations

For the Year Ended

9 unchanged sentences

Loss from operations

( 1,627,962 )

( 6,278,331 )

Other income (expense):

8 unchanged sentences

See accompanying notes to consolidated financial statements.

CoJax Oil and Gas Corporation

Consolidated Statements of Stockholder’s Equity

For the years ending December 31, 2022, and December 31, 2021

Preferred stock

Oil and Gas Corporation

Statements of Stockholders’ Equity

the years ending December 31, 2023, and December 31, 2022

Subscriptions

Stockholder’s

1 unchanged sentence

$ ( 2,896,524 )

$ (1,388,326)

Sale of common stock for cash

Share-based vendor payments and compensation

Preferred shares issued for accrued compensation

Share-based compensation

Shares issued – note payable debt exchange

Shares issued – note payable debt exchange – related party

Net loss for the year ending December 31, 2021

Common stock issued

Preferred shares issued

for accrued officer compensation

Shares issued for acquisitions

loss for the year ending December 31, 2022

$ ( 6,237,615 )

2 unchanged sentences

$ ( 9,134,139 )

Common stock issued for services

Preferred stock issued for accrued officer compensation

Shares issued for acquisitions

Net loss for the year ending December 31, 2022

Balance, December 31 , 2022

Common stock issued

Preferred stock issued

for accrued officer compensation

Cash received for stock

subscriptions payable

loss for the year ending December 31, 2023

( 1,629,902 )

See accompanying notes to consolidated financial statements.

CoJax Oil and Gas Corporation

Consolidated Statements of Cash Flows

December 31, 2023

$ ( 10,764,041 )

accompanying notes to consolidated financial statements.

Oil and Gas Corporation

Statements of Cash Flows

December 31, 2023

December 31, 2022

Operating Activities:

11 unchanged sentences

Accounts payable and accrued liabilities

Net cash used in operating activities

Net cash provided by (used in) operating activities

Investing Activities:

2 unchanged sentences

Proceeds from loans payable – related party

Proceeds from loans payable – SBA PPP loan

Payments of loans payable - related party

Payments of loans payable – SBA PPP Loan

Proceeds from the issuance of common stock

Net cash provided by financing activities

Proceeds for stock subscriptions payable

Net cash provided by (used in) financing activities

Net change in cash

3 unchanged sentences

Common stock issued for acquisitions

Common stock issued for note payable debt exchange

Common stock issued for related party notes payable and interest

Common stock issued for accrued expenses

Preferred stock issued for accrued compensation

See accompanying notes to consolidated financial statements.

CoJax Oil and Gas Corporation

Notes to Consolidated Financial Statements

December 31, 2022

NOTE 1 – ORGANIZATION, NATURE OF OPERATIONS AND BASIS OF PRESENTATION

CoJax Oil & Gas Corporation, a Virginia corporation (“Company”), was incorporated on November 13, 2017.

The Company is based in Arlington Virgina, with a wholly owned subsidiary, Barrister Energy LLC (‘Barrister Energy’), registered in Mississippi and based in Laurel, Mississippi .

Nature of Operations

The Company is a growing U.S.

energy company, engaged in the acquisition and development of lower risk onshore oil and gas producing properties within the Southeastern U.S.

The Company’s focused growth strategy relies primarily on leveraging management’s expertise to acquire both operated and non-operated interests in producing properties with the goal of assembling a large oil and gas portfolio.

Through this strategy of acquisition of operated and non-operated properties, the Company has the unique ability to benefit from the technical and scientific expertise of world-class exploration and production (“E&P”) companies operating in the area.

Since the company’s inception, it has been engaged in organizational activities and had no revenue-generating operations until the periods covered by this current report.

The company has begun to acquire assignments of hydrocarbon revenues and underlying oil and gas exploration and production rights as covered by this current report.

The company runs all operations of it’s current acquisitions through Barrister Energy LLC, the operational subsidiary.

The Company focuses on the acquisition of and exploitation of upstream energy assets, specifically targeting select oil and gas mineral interests.

These acquisitions are structured primarily as acquisitions of leases, working interests, real property interests and mineral rights and royalties and are generally not regarded as the acquisition of securities, but rather real property interests.

As an owner, the Company has the right to receive a portion of the production from the leased acreage (or of the proceeds of the sale thereof).

As an owner, the Company also has and obligation for its share of lease operating costs.

On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic.

This contagious disease outbreak and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, leading to an economic downturn.

Cash paid for interest

Cash paid for taxes

accompanying notes to consolidated financial statements.

Oil and Gas Corporation

to Consolidated Financial Statements

1 – ORGANIZATION, NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Oil & Gas Corporation, a Virginia corporation (“Company”), was incorporated on November 13, 2017.

is based in Arlington, Virginia, with a wholly owned subsidiary, Barrister Energy LLC (‘Barrister Energy’), registered

in Mississippi and based in Laurel, Mississippi .

of Operations

Company is a growing U.S.

energy company engaged in the acquisition and development of lower-risk onshore oil and gas-producing

properties within the Southeastern U.S.

The Company’s focused growth strategy relies primarily on leveraging management’s

expertise to acquire both operated and non-operated interests in producing properties with the goal of assembling a large oil

and gas portfolio.

Through this strategy of acquisition of operated and non-operated properties, the Company has the unique ability

to benefit from the technical and scientific expertise of world-class exploration and production (“E&P”) companies

operating in the area.

the company’s inception, it has been engaged in organizational activities and had limited revenue-generating operations prior to

the periods covered by this current report.

The company has begun to acquire assignments of hydrocarbon revenues and underlying

oil and gas exploration and production rights as covered by this current report.

The company runs all operations of its current

acquisitions through Barrister Energy LLC, the operational subsidiary.

Company focuses on the acquisition of and exploitation of upstream energy assets, specifically targeting select oil and gas mineral

These acquisitions are structured primarily as acquisitions of leases, working interests, real property interests

and mineral rights and royalties and are generally not regarded as the acquisition of securities, but rather real property interests.

As an owner, the Company has the right to receive a portion of the production from the leased acreage (or of the proceeds

of the sale thereof).

As an owner, the Company also has an obligation for its share of lease operating costs.

March 11, 2020, the World Health Organization declared COVID-19 a global pandemic.

This contagious disease outbreak and any related

adverse public health developments, have adversely affected workforces, economies, and financial markets globally, leading to

an economic downturn.

The impact on the Company has not been significant, but management continues to monitor the situation.

Basis of Presentation

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) which contemplate the continuation of the Company as a going concern.

NOTE 2 – GOING CONCERN DISCLOSURE

The Company’s consolidated financial statements are prepared in accordance with U.S.

GAAP applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal

course of business.

There can be no assurance that the Company will be able to achieve its business plan, raise any additional capital, or secure the additional financing necessary to implement its current operating plan.

The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The Company has yet to achieve profitable operations, expects to incur further losses in the development of its business, has negative cash flows from operating activities, and is dependent upon future issuances of equity or other financings to fund ongoing operations, all of which raises substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance of these financial statements.

The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing from stockholders or other sources to meet its obligations and repay its liabilities arising from normal business operations when they come due.

Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however, there is no assurance of additional funding being available or on acceptable terms, if at all.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company and of its wholly-owned subsidiaries.

of Presentation

accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United

States of America (“US GAAP”), which contemplate the continuation of the Company as a going concern.

2 – GOING CONCERN DISCLOSURE

Company’s consolidated financial statements are prepared in accordance with U.S.

GAAP applicable to a going concern that

contemplates the realization of assets and liquidation of liabilities in the normal course of business.

There can be no

assurance that the Company will be able to achieve its business plan, raise any additional capital, or secure the additional financing

necessary to implement its current operating plan.

The accompanying consolidated financial statements do not include any adjustments

that might be necessary if the Company is unable to continue as a going concern.

Company has yet to achieve profitable operations, expects to incur further losses in the development of its business, has negative

cash flows from operating activities, and is dependent upon future issuances of equity or other financings to fund ongoing operations,

all of which raises substantial doubt about the Company’s ability to continue as a going concern for a period of twelve

months from the issuance of these financial statements.

The Company’s ability to continue as a going concern is dependent

upon its ability to generate future profitable operations and/or to obtain the necessary financing from stockholders or other

sources to meet its obligations and repay its liabilities arising from normal business operations when they come due.

has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by

equity financing and/or related party advances, however, there is no assurance of additional funding being available or on acceptable

terms, if at all.

3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of consolidation

accompanying consolidated financial statements include the accounts of the Company and of its wholly-owned subsidiaries.

All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.

Significant areas of estimate include the impairment of assets and rates for amortization, accrued liabilities, future income tax obligations, and the inputs used in calculating stock-based compensation.

Actual results could differ from those estimates and would affect future results of operations and cash flows.

preparation of financial statements in conformity U.S.

GAAP requires management to make estimates and assumptions that affect

the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial

statements, and the reported amounts of revenues and expenses during the reporting period.

Significant areas of estimate include

the impairment of assets and rates for amortization, accrued liabilities, future income tax obligations, and the inputs used in

calculating stock-based compensation.

Actual results could differ from those estimates and would affect future results of operations

and cash flows.

Reclassifications

Certain prior period amounts have been reclassified to conform with the current year presentation.

Reclassifications include combining or further disaggregation of certain line items in the consolidated balance sheets, consolidated statements of operations, and consolidated statements of cash flows.

Such reclassifications had no significant impact on our reported net loss, current assets, total assets, current liabilities, total liabilities, shareholders’ equity or cash flows.

Cash and Cash Equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents.

prior period amounts have been reclassified to conform with the current year presentation.

Reclassifications include combining

or further disaggregation of certain line items in the consolidated balance sheets, consolidated statements of operations, and

consolidated statements of cash flows.

Such reclassifications had no significant impact on our reported net loss, current assets,

total assets, current liabilities, total liabilities, shareholders’ equity or cash flows.

and Cash Equivalents

Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents.

At December 31, 2023, and December 31, 2022, the Company had no cash equivalents.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable consists of oil and gas sales, net of a valuation allowance for doubtful accounts.

As of December 31, 2022 and 2021, the allowance for doubtful accounts was $0 and $0, respectively.

Oil and Gas Producing Activities

The Company uses the successful efforts method of accounting for oil and gas activities.

Under this method, the costs of productive exploratory wells, all development wells, related asset retirement obligation assets, and productive leases are capitalized and amortized, principally by field, on a units-of-production basis over the life of the remaining proved reserves.

Exploration costs, including personnel costs, geological and geophysical expenses, and delay rentals for oil and gas leases are charged to expense as incurred.

Exploratory drilling costs are initially capitalized but charged to expense if and when the well is determined not to have found reserves in commercial quantities.

Estimates of oil and gas reserves, as determined by independent petroleum engineers, are continually subject to revision based on price, production history and other factors.

Depletion expense, which is computed based on the units of production method, could be significantly impacted by changes in such estimates.

Additionally, US GAAP requires that if the expected future undiscounted cash flows from an asset are less than its carrying cost, that asset must be written down to its fair market value.

As the fair market value of an oil and gas property will usually be significantly less than the total undiscounted future net revenues expected from that asset, slight changes in the estimates used to determine future net revenues from an asset could lead to the necessity of recording a significant impairment of that asset.

Unproved oil and gas properties will be assessed annually to determine whether they have been impaired by the drilling of dry holes on or near the related acreage or other circumstances, which may indicate a decline in value.

When impairment occurs, a loss will be recognized.

When leases for unproved properties expire, the costs thereof, net of any related allowance for impairment, will be removed from the accounts and charged to expense.

The Company will review its proved oil and natural gas properties for impairment whenever events and circumstances indicate that a decline in the recoverability of its carrying value may have occurred.

It estimates the undiscounted future net cash flows of its oil and natural gas properties and compares such undiscounted future cash flows to the carrying amount of the oil and natural gas properties to determine if the carrying amount is recoverable.

If the carrying amount exceeds the estimated undiscounted future cash flows, the Company will adjust the carrying amount of the oil and natural gas properties to fair value.

During the year ended December 31, 2022, the Company recorded impairments of $3,909,700 on oil and gas properties.

There were no impairments recorded during the year ended December 31, 2021.

Long-Lived Assets

The Company accounts for the impairment or disposal of long-lived assets according to the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 360 “Property, Plant and Equipment”.

ASC 360 clarifies the accounting for the impairment of long-lived assets and for long-lived assets to be disposed of, including the disposal of business segments and major lines of business.

Long-lived assets are reviewed when facts and circumstances indicate that the carrying value of the asset may not be recoverable.

When necessary, impaired assets are written down to estimated fair value based

on the best information available.

Estimated fair value is generally based on either appraised value or measured by discounting estimated future cash flows.

and Gas Producing Activities

Company uses the successful efforts method of accounting for oil and gas activities.

Under this method, the costs of productive

exploratory wells, all development wells, related asset retirement obligation assets, and productive leases are capitalized and

amortized, principally by field, on a units-of-production basis over the life of the remaining proved reserves.

Exploration costs,

including personnel costs, geological and geophysical expenses, and delay rentals for oil and gas leases are charged to expense

Exploratory drilling costs are initially capitalized but charged to expense if and when the well is determined not

to have found reserves in commercial quantities.

of oil and gas reserves, as determined by independent petroleum engineers, are continually subject to revision based on price,

production history and other factors.

Depletion expense, which is computed based on the units of production method, could be significantly

impacted by changes in such estimates.

Additionally, US GAAP requires that if the expected future undiscounted cash flows from

an asset are less than its carrying cost, that asset must be written down to its fair market value.

As the fair market value of

an oil and gas property will usually be significantly less than the total undiscounted future net revenues expected from that

asset, slight changes in the estimates used to determine future net revenues from an asset could lead to the necessity of recording

a significant impairment of that asset.

oil and gas properties will be assessed annually to determine whether they have been impaired by the drilling of dry holes on

or near the related acreage or other circumstances, which may indicate a decline in value.

When impairment occurs, a loss will

be recognized.

When leases for unproved properties expire, the costs thereof, net of any related allowance for impairment, will

be removed from the accounts and charged to expense.

Company will review its proved oil and natural gas properties for impairment whenever events and circumstances indicate that a

decline in the recoverability of its carrying value may have occurred.

It estimates the undiscounted future net cash flows of

its oil and natural gas properties and compares such undiscounted future cash flows to the carrying amount of the oil and natural

gas properties to determine if the carrying amount is recoverable.

If the carrying amount exceeds the estimated undiscounted future

cash flows, the Company will adjust the carrying amount of the oil and natural gas properties to fair value.

the years ended December 31, 2023, and 2022, the Company recorded impairments of $ 875,400 and $ 3,909,700 ,

respectively, on oil and gas properties.

Company accounts for the impairment or disposal of long-lived assets according to the Financial Accounting Standards Board’s

(“FASB”) Accounting Standards Codification (“ASC”) 360 “Property, Plant and Equipment”.

360 clarifies the accounting for the impairment of long-lived assets and for long-lived assets to be disposed of, including the

disposal of business segments and major lines of business.

Long-lived assets are reviewed when facts and circumstances indicate

that the carrying value of the asset may not be recoverable.

When necessary, impaired assets are written down to estimated fair

value based on the best information available.

Estimated fair value is generally based on either appraised value or measured by

discounting estimated future cash flows.

Considerable management judgment is necessary to estimate discounted future cash flows.

Accordingly, actual results could vary significantly from such estimates.

The Company did not recognize any impairment losses on long-lived assets during the years ended December 31, 2022 or 2021.

Fair Value of Financial Instruments

The Company had no financial instruments for the year ending December 31, 2022, or for the year ending December 31, 2021.

ASC 820 “Fair Value Measurements and Disclosures” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) a reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs).

The fair value hierarchy consists of three broad levels, which give the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

The Company did not recognize any impairment losses

on long-lived assets during the years ending December 31, 2023, and 2022.

Value of Financial Instruments

Company had no financial instruments for the year ending December 31, 2023, or for the year ending December 31, 2022.

820 “Fair Value Measurements and Disclosures” defines fair value as the exchange price that would be received for

an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability

in an orderly transaction between market participants on the measurement date.

ASC 820 also establishes a fair value hierarchy

that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources

(observable inputs) and (2) a reporting entity’s own assumptions about market participant assumptions developed based on

the best information available in the circumstances (unobservable inputs).

The fair value hierarchy consists of three broad levels,

which give the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and

the lowest priority to unobservable inputs (Level 3).

The three levels of the fair value hierarchy are described below:

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets;

quoted prices for identical or similar assets or liabilities in markets that are not active;

inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates);

and inputs that are derived principally from or corroborated by observable market data by correlation or other means;

Level 3 – Fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2022 and 2021.

The respective carrying values of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.

Revenue Recognition

On January 1, 2018, the Company adopted ASC 606, Revenue from Contracts with Customers.

As the Company had no sales at the time of adoption, the adoption did not require an adjustment to opening retained earnings for the cumulative effect adjustment and did not affect the Company’s previously reported results of operations, nor its ongoing consolidated balance sheets, statements of cash flow, or statements of changes in equity.

Under ASC 606, oil and natural gas sales revenues are recognized when control of the product is transferred to the customer, the performance obligations under the terms of the contracts with customers are satisfied and collectability is reasonably assured.

1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted

assets or liabilities;

2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly

or indirectly, including quoted prices for similar assets or liabilities in active markets;

quoted prices for identical or similar

assets or liabilities in markets that are not active;

inputs other than quoted prices that are observable for the asset or liability

(e.g., interest rates);

and inputs that are derived principally from or corroborated by observable market data by correlation

or other means;

3 – Fair value measurements are those derived from valuation techniques that include inputs for the asset or liability

that are not based on observable market data (unobservable inputs).

value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as

of December 31, 2023 and 2022.

The respective carrying values of certain on-balance-sheet financial instruments approximated their

fair values due to the short-term nature of these instruments.

The Company accounts for revenue under ASC 606 “Revenue

from Contracts with Customers.” Under ASC 606, oil and natural gas sales revenues are recognized when control of the

product is transferred to the customer, the performance obligations under the terms of the contracts with customers are satisfied

and collectability is reasonably assured.

All the Company’s oil and natural gas sales are made under contracts with customers.

The performance obligations for the Company’s contracts with customers are satisfied at a point in time through the delivery of oil and natural gas to its customers.

The performance obligations for the Company’s contracts with customers are satisfied at a point in time through the delivery

of oil and natural gas to its customers.

Accordingly, the Company’s contracts do not give rise to contract assets or liabilities.

The Company typically receives payment within 90 days of the month of delivery.

The Company’s contracts for oil and natural gas sales are standard industry contracts that include variable consideration based on the monthly index price and adjustments that may include counterparty-specific provisions related to volumes, price differentials, discounts, and other adjustments and deductions.

Revenues consist of the following:

The Company’s contracts for oil and natural

gas sales are standard industry contracts that include variable consideration based on the monthly index price and adjustments

that may include counterparty-specific provisions related to volumes, price differentials, discounts, and other adjustments and

consist of the following:

December 31, 2023

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Total revenues

Stock-Based Compensation

The Company accounts for Stock-Based Compensation under ASC 718 “Compensation – Stock Compensation”, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions.

Generally accepted accounting principles require measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award.

Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized.

The Company issues stock to consultants for various services.

The costs for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.

The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete.

The Company recognized consulting expense and a corresponding increase to additional paid-in-capital related to stock issued for services.

Income taxes are accounted for under ASC 740, using the liability method of accounting for income taxes.

Under the liability method, future tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between the amounts reported in the financial statement carrying amounts of assets and liabilities and their respective tax bases.

Future tax assets and liabilities are measured using enacted or substantially enacted income tax rates expected to apply when the asset is realized, or the liability settled.

The effect of a change in income tax rates on future income tax liabilities

and assets is recognized in income in the period that the change occurs.

Future income tax assets are recognized to the extent that they are considered more likely than not to be realized.

ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements.

This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based on the technical merits of the position.

If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.

Because of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by ASC 740 and concluded that it had no uncertain tax positions as of December 31, 2022, or as of December 31, 2021.

Basic and Diluted Income per Share

The Company computes income per share in accordance with ASC 260, "Earnings per Share", which requires the presentation of both basic and diluted earnings per share (“EPS”) on the face of the consolidated statement of operations.

Basic EPS is computed by dividing income available to common stockholders by the weighted average number of shares outstanding during the period.

Diluted EPS gives effect to all dilutive potential shares of common stock outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method.

In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants.

Accounts Receivable

Accounts receivable consists of oil

and natural gas receivables.

Ongoing evaluations of collectability are performed and an allowance for potential credit losses is

provided against the portion of accounts receivable that is estimated to be uncollectible.

The Company did not recognize any write-offs

during the years ended December 31, 2023 and 2022.

The allowance for doubtful accounts is $ 0 as of December 31, 2023 and 2022.

Company accounts for Stock-Based Compensation under ASC 718 “Compensation – Stock Compensation”, which addresses

the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus

on transactions in which an entity obtains employee services in share-based payment transactions.

Generally accepted accounting

principles require measurement of the cost of employee services received in exchange for an award of equity instruments based

on the grant-date fair value of the award.

Incremental compensation costs arising from subsequent modifications of awards after

the grant date must be recognized.

Company issues stock to consultants for various services.

The costs for these transactions are measured at the fair value of the

consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.

the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to

earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete.

The Company recognized

consulting expense and a corresponding increase to additional paid-in-capital related to stock issued for services.

taxes are accounted for under ASC 740, using the liability method of accounting for income taxes.

Under the liability method,

future tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between

the amounts reported in the financial statement carrying amounts of assets and liabilities and their respective tax bases.

tax assets and liabilities are measured using enacted or substantially enacted income tax rates expected to apply when the asset

is realized, or the liability settled.

The effect of a change in income tax rates on future income tax liabilities and assets

is recognized in income in the period that the change occurs.

Future income tax assets are recognized to the extent that they

are considered more likely than not to be realized.

740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements.

This standard

requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based

on the technical merits of the position.

If the more-likely-than-not threshold is met, a company must measure the tax position

to determine the amount to recognize in the financial statements.

of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition

and measurement standards established by ASC 740 and concluded that it had no uncertain tax positions as of December 31, 2023,

or as of December 31, 2022.

and Diluted Income per Share

Company computes income per share in accordance with ASC 260, "Earnings per Share", which requires the presentation

of both basic and diluted earnings per share (“EPS”) on the face of the consolidated statement of operations.

EPS is computed by dividing income available to common stockholders by the weighted average number of shares outstanding during

Diluted EPS gives effect to all dilutive potential shares of common stock outstanding during the period using the

treasury stock method and convertible preferred stock using the if-converted method.

In computing diluted EPS, the average stock

price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or

Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

As of December 31, 2022 and 2021, the Company had 550,000 and 300,000 potentially dilutive common shares outstanding, respectively.

Asset Retirement Obligations

The Company records the estimated fair value of obligations associated with the retirement of tangible, long-lived assets in the period in which they are incurred.

When a liability is initially recorded, the Company capitalizes the cost by increasing the carrying amount of the related long-lived asset.

Over time, the liability is accreted to its present value, and the capitalized cost is depleted over the useful life of the related asset.

Revisions to estimated asset retirement obligations will result in an adjustment to the related capitalized asset and corresponding liability.

of December 31, 2023 and 2022, the Company had 1,050,000 and 550,000 potentially dilutive common shares outstanding, respectively.

Retirement Obligations

Company records the estimated fair value of obligations associated with the retirement of tangible, long-lived assets in the period

in which they are incurred.

When a liability is initially recorded, the Company capitalizes the cost by increasing the carrying

amount of the related long-lived asset.

Over time, the liability is accreted to its present value, and the capitalized cost is

depleted over the useful life of the related asset.

to estimated asset retirement obligations will result in an adjustment to the related capitalized asset and corresponding liability.

Upon settlement of the liability, the Company either settles the obligation for its recorded amount or incurs a gain or loss.

The Company’s asset retirement obligation relates to the plugging, dismantling, removal, site reclamation, and similar activities of its oil and gas properties.

Asset retirement obligations are estimated at the present value of expected future net cash flows and are discounted using the Company’s credit adjusted risk free rate.

The Company uses unobservable inputs in the estimation of asset retirement obligations that include, but are not limited to:

costs of labor, costs of materials, profits on costs of labor and materials, the effect of inflation on estimated costs, and discount rate.

Due to the subjectivity of assumptions and the relative long lives of the Company’s leases, the costs to ultimately retire the Company’s obligations may vary significantly from prior estimates.

Assumptions used in determining estimates are reviewed annually.

Concentration of Credit Risk

Our revenue can be materially affected by current economic conditions and the price of oil and natural gas.

However, based on the current demand for crude oil and natural gas and the fact that alternative purchasers are readily available, we believe that the loss of our marketing agents and/or any of the purchasers identified by our marketing agents would not have a long-term material adverse effect on our financial position or results of international operations.

The continued economic disruption resulting from Russia’s invasion of Ukraine, a potential global recession, and other varying macroeconomic conditions could materially impact the Company's business in future periods.

Any potential disruption will depend on the duration and intensity of these events, which are highly uncertain and cannot be predicted at this time.

NOTE 4 – RECENT ACCOUNTING PRONOUNCEMENTS

Management does not believe any recently issued but not yet effective accounting pronouncements if adopted, would have a material effect on the Company’s present or future financial statements.

NOTE 5 –ROYALTY INTERESTS IN OIL AND GAS PROPERTIES

2022 Transactions

On November 8, 2022, the Company approved and authorized, by unanimous written consent, the issuance of 1,600,000 shares of common stock, $0.01 par value per share, valued at $2.10 per share, to Taxodium Energy LLC, a Mississippi limited liability company (“Taxodium”), in consideration for the sale and assignment of various mineral and oil and gas royalty interests in and to certain properties located in Mississippi and Alabama to Barrister Energy LLC, a wholly-owned subsidiary of the Company organized under the laws of Mississippi.

The Company’s asset retirement obligation relates to the plugging, dismantling, removal, site reclamation, and similar activities

of its oil and gas properties.

retirement obligations are estimated at the present value of expected future net cash flows and are discounted using the Company’s

credit adjusted risk-free rate.

The Company uses unobservable inputs in the estimation of asset retirement obligations that include,

but are not limited to:

costs of labor, costs of materials, profits on costs of labor and materials, the effect of inflation on

estimated costs, and discount rate.

Due to the subjectivity of assumptions and the relative long lives of the Company’s

leases, the costs to ultimately retire the Company’s obligations may vary significantly from prior estimates.

used in determining estimates are reviewed annually.

Concentration

of Credit Risk

revenue can be materially affected by current economic conditions and the price of oil and natural gas.

However, based on the

current demand for crude oil and natural gas and the fact that alternative purchasers are readily available, we believe that the

loss of our marketing agents and/or any of the purchasers identified by our marketing agents would not have a long-term material

adverse effect on our financial position or results of international operations.

The continued economic disruption resulting from

Russia’s invasion of Ukraine, a potential global recession, and other varying macroeconomic conditions could materially

impact the Company's business in future periods.

Any potential disruption will depend on the duration and intensity of these events,

which are highly uncertain and cannot be predicted at this time.

4 – RECENT ACCOUNTING PRONOUNCEMENTS

does not believe any recently issued but not yet effective accounting pronouncements if adopted, would have a material effect

on the Company’s present or future financial statements.

5 – ROYALTY INTERESTS IN OIL AND GAS PROPERTIES

the year ending December 31, 2023, the Company did not acquire additional properties.

November 8, 2022, the Company approved and authorized, by unanimous written consent, the issuance of 1,600,000 shares of common

stock, $ 0.01 par value per share, valued at $ 2.10 per share, to Taxodium Energy LLC, a Mississippi limited liability company (“Taxodium”),

in consideration for the sale and assignment of various mineral and oil and gas royalty interests in and to certain properties

located in Mississippi and Alabama to Barrister Energy LLC, a wholly-owned subsidiary of the Company organized under the laws

of Mississippi.

This acquisition was effective as of October 1, 2022.

During the year ended December 31, 2022, this property was impaired by $2,085,100.

On December 2, 2022, the Company approved and authorized, by unanimous written consent, the issuance of 1,500,000 shares of common stock, $0.01 par value per share, valued at $2.10 per share, to Taxodium.

At the request and the instructions of Taxodium, the Company issued the Shares to all members of Taxodium on the pro rata basis of their ownership interest in Taxodium.

The Shares were issued by the Company in consideration of the sale and assignment of the wells, facilities, and all of the Assignor’s title, rights, and interest in and to certain properties located in Mississippi, collectively known as “Buckley,” to Barrister Energy LLC, a wholly-owned subsidiary of the Company organized under the laws of Mississippi.

The Assignment was completed on December 2, 2022, with an effective date of October 15, 2022, for accounting purposes.

2020 Transactions

On November 17, 2020, the Company completed the acquisition of Barrister Energy, LLC and the oil and gas properties of Barrister Energy, LLC, (the “Acquisition”).

The acquired properties consist of 700 gross acres and include a 95% average working interest and a 79% average net revenue interest.

The Acquisition was recognized as an asset acquisition whereby CoJax recorded the assets acquired and the liabilities assumed at the historical cost to Barrister as of November 17, 2020.

Revenues and related

expenses for the Acquisition are included in our consolidated statement of operations beginning June 16, 2020, which is the date the Company obtained control of the properties.

The $2.7 million, zero interest, long-term note was payable to Central Operating, LLC at the signing of the Purchase and Sale Agreement on June 16, 2020.

The note payable was settled through a debt exchange agreement on November 19, 2021, with the issuance of 1,350,000 shares of common stock.

The Acquisition payable was settled at the closing on November 17, 2020, through the issuance of 3,650,000 shares of common stock.

The Company incurred $620,500 in non-capitalizable acquisition-related costs, which were recognized in general and administrative expense during the year ended December 31, 2020.

During the year ended December 31, 2022, this property was impaired by $1,824,600.

At December 31, 2022, and December 31, 2021, through the Company’s acquisition of Barrister Energy, LLC had leased oil and gas properties assets valued at $5,505,457 and $2,779,802, respectively.

As of December 31, 2022

As of December 31, 2021

the year ended December 31, 2022, this property was impaired by $ 2,085,100 .

December 2, 2022, the Company approved and authorized, by unanimous written consent, the issuance of 1,500,000 shares of common

stock, $ 0.01 par value per share, valued at $ 2.10 per share, to Taxodium.

At the request and the instructions of Taxodium, the

Company issued the Shares to all members of Taxodium on the pro rata basis of their ownership interest in Taxodium.

Shares were issued by the Company in consideration of the sale and assignment of the wells, facilities, and all of the Assignor’s

title, rights, and interest in and to certain properties located in Mississippi, collectively known as “Buckley,”

to Barrister Energy LLC, a wholly-owned subsidiary of the Company organized under the laws of Mississippi.

The Assignment

was completed on December 2, 2022, with an effective date of October 15, 2022, for accounting purposes.

During the years ended December 31, 2023

and 2022, the Company recorded impairment of $ 875,400 and $ 1,824,600 , respectively, on its Barrister Energy property, which was

acquired in 2020.

December 31, 2023, and December 31, 2022, the Company had leased oil and gas properties assets valued at

$ 4,089,503 and $ 5,345,457 , respectively.

leased oil and gas properties assets

December 31, 2023

December 31, 2022

Beginning balance

3 unchanged sentences

Impairment expense

( 3,909,700 )

Ending Balance

We recorded depletion expense of $0.04 million and $0.0 million for the years ended December 31, 2022, and 2021, respectively.

In connection with fair value assessments for oil and gas proved properties, we recorded long-lived asset impairments of $3.9 million in our consolidated statement of operations.

NOTE 6 – NOTES PAYABLE

December 31 ,

recorded depletion expense of $ 0.38 million and $ 0.04 million for the years ended December 31, 2023, and 2022, respectively.

connection with fair value assessments for oil and gas proved properties, we recorded long-lived asset impairments of $ 0.9 million

and $ 3.9 million in our December 31, 2023 and 2022 consolidated statements of operations, respectively

6 – NOTES PAYABLE

of notes payable

On May 7, 2020, the Company applied for a Small Business Association (SBA) loan under the Paycheck Protection Program (PPP).

3 unchanged sentences

The note has been converted to a five-year loan at 1 % interest beginning on January 1, 2022 .

On May 4, 2021, the Company applied for a Small Business Association (SBA) loan under the Paycheck Protection Program (PPP).

The Company met all the necessary qualifications to apply for a $41,665 loan.

On May 9, 2021, the SBA PPP loan was approved and transferred to the Company to be used for payment of accrued payroll and related payroll taxes.

We do not expect to be required to repay any portion of the loan.

100% of the funds were disbursed for salaries and payroll taxes in 2021.

Notes payable

1 unchanged sentence

Notes payable net of current portion

Related Party

The Company was a party to several loans with related parties.

Company was a party to several loans with related parties.

The note holder is the CEO and Executive Chairman of the Company.

At December 31, 2022, and 2021, notes payable consisted of the following:

December 31 ,

December 31, 2023, and 2022, notes payable consisted of the following:

On January 24, 2022 , the Company's Executive Chairman loaned $ 20,000 to the Company, and the Company issued a promissory note for such amount.

11 unchanged sentences

Notes payable – related party

On October 10, 2023, all outstanding notes with the Company’s CEO and Executive Chairman were extended to have a maturity date of May 13, 2024.

During the years ended December 31, 2022 and 2021 the Company recorded interest expense of $956 and $2,455, respectively.

NOTE 7 – RELATED PARTY TRANSACTIONS

For the year ending December 31, 2022, there were six related party transactions (see NOTE 6) between the Company’s Executive Chairman and the Company.

There were no other related party transactions between any of the Company’s directors or executive officers or any person nominated or chosen by the Company to become a director or executive officer.

For the year ending December 31, 2021, there were no related party transactions (see NOTE 6) between the Company’s Executive Chairman and the Company.

On January 4, 2022, the Company issued 12,500 shares of Series A convertible preferred stock to Jeffrey J.

Guzy, the Company’s CEO, and 12,500 shares of Series A convertible stock to Wm.

Barrett Wellman, the Company’s CFO.

Each share is convertible at the option of the holder to ten (10) shares of common stock.

Since these shares were not issued until 2022 the fair value of $500,000 ($20 per share) has been recorded as part of accrued salaries and payroll taxes.

The fair value was based on the value assigned to common stock ($2 per share) multiplied by 10.

On January 4, 2021, the Company issued 20,000 shares of Series A convertible preferred stock to Jeffrey J.

Guzy, the Company’s CEO, and 10,000 shares of Series A convertible stock to Wm.

Barrett Wellman, the Company’s CFO.

Each share is convertible at the option of the holder to ten (10) shares of common stock.

Since these shares were not issued until 2021 the fair value of $600,000 ($20 per share) has been recorded as part of accrued salaries and payroll taxes.

October 10, 2023, all outstanding notes with the Company’s CEO and Executive Chairman were extended to have a maturity date

of May 13, 2024.

the years ended December 31, 2023 and 2022 the Company recorded interest expense of $ 2,142 and $ 956 , respectively.

7 – RELATED PARTY TRANSACTIONS

the years ending December 31, 2023 and 2022, in addition to the related party loans payable (NOTE 6), the following related party

transactions occurred between the Company’s directors or executive officers or any person nominated or chosen by the Company

to become a director or executive officer:

January 25, 2023, the Company issued 25,000 shares of its Series A convertible preferred stock to Jeffrey J.

Guzy, the Company’s

CFO, and 25,000 shares of Series A convertible stock to Wm.

Barrett Wellman, the Company’s former CFO.

Each share is convertible

at the option of the holder to ten (10) shares of common stock.

The total fair value of $ 1,065,000 ($ 21.30 per share) was recorded

as part of accrued salaries and payroll taxes for the year ended December 31, 2022 as service was provided in that year.

was reversed upon issuance of the shares in January 2023.

The fair value was based on the value assigned to common stock ($2.13

per share) multiplied by 10.

January 4, 2022, the Company issued 12,500 shares

of Series A convertible preferred stock to Jeffrey J.

Guzy, the Company’s CFO, and 12,500 shares

of Series A convertible stock to Wm.

Barrett Wellman, the Company’s former CFO.

Each share is convertible at the option of the

holder to ten (10) shares of common stock.

these shares were not issued until 2022 the fair value of $ 500,000 ($ 20 per share) has been recorded as part of accrued salaries and

payroll taxes.

The fair value was based on the value assigned to common stock ($2 per share) multiplied by 10.

NOTE 8 – STOCKHOLDER’S EQUITY

Authorized Capital

The Company has 300,000,000 authorized shares of Common Stock at $0.01 par value and 50,000,000 authorized shares of Preferred Stock at a par value of $0.10, and Series A convertible shares at a par value of $0.01.

The Company had 9,114,446 and 5,780,576 shares of Common Stock issued and outstanding as of December 31, 2022 and 2021, respectively.

The Company had 55,000 and 30,000 shares of Preferred Stock issued and outstanding as of December 31, 2022 and 2021, respectively.

Preferred Stock

The holders of Preferred Stock are entitled to receive dividends equal to the amount of the dividend or distribution per share of common stock payable multiplied by the number of shares of common stock the shares of Series A preferred shares held by such holder are convertible into.

8 – STOCKHOLDER’S EQUITY

Company has 300,000,000 authorized shares of Common Stock at $ 0.01 par value and 50,000,000 authorized shares of Preferred Stock

at a par value of $ 0.10 , and Series A convertible shares at a par value of $ 0.01 .

The Company had 9,315,902 and 9,114,446 shares

of Common Stock issued and outstanding as of December 31, 2023 and 2022, respectively.

The Company had 105,000 and 55,000 shares

of Preferred Stock issued and outstanding as of December 31, 2023 and 2022, respectively.

holders of Preferred Stock are entitled to receive dividends equal to the amount of the dividend or distribution per share of

common stock payable multiplied by the number of shares of common stock the shares of Series A preferred shares held by such holder

are convertible into.

Each Series A preferred shares is convertible into ten common shares.

During the year ending December 31, 2022, the Company issued 25,000 shares of Series A convertible preferred stock to its officers for accrued compensation (see NOTE 7).

During the year ending December 31, 2021, the Company issued 30,000 shares of Series A convertible preferred stock to its officers for accrued compensation (see NOTE 7).

On October 1, 2022, the Company issued 1,600,000 shares as part of the NONOP acquisition.

On October 15, 2022, the Company issued 1,500,000 shares as part of the Buckley acquisition.

Additionally during the year ended December 31, 2022, the Company issued 180,000 shares, 31,554 shares, and 22,315 shares for vendor payments at share prices of $2.00 per share, $2.12 per share, and $2.10 per share, respectively.

During the year ending December 31, 2021, the Company issued 1,350,000 at $2.00 per share in a debt exchange.

Additionally, the Company issued 677,836 shares for vendor payments, 10,000 shares for stock-based compensation, and 66,240 shares for related party note payable debt exchange, all at $2.00 per share.

The above shares of capital stock are restricted securities under Rule 144 and were issued in reliance on an exemption from the registration requirements of the Securities Act.

During the year ended December 31, 2021, the Company issued 17,500 shares at a share price of $2.00 for cash proceeds of $35,000.

NOTE 9 - INCOME TAXES

The Company provides for income taxes using the liability method in accordance with ASC 740 “Income Taxes”.

Deferred income taxes arise from the differences in the recognition of income and expenses for tax purposes.

There were no deferred tax assets or liabilities at December 31, 2022 and 2021.

Management has reviewed the provisions regarding the assessment of their valuation allowance on deferred tax assets and based on those criteria determined that it would not have sufficient taxable income to realize those assets.

Therefore, management has assessed the realization of the deferred tax assets and has determined that it is more likely than not that they will not be realized and has provided a full valuation allowance against the deferred tax asset.

The Company recognizes the financial statement effect of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit.

For tax positions meeting the more-likely-than-not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.

The Company is subject to income taxes in the U.S.

Company classified the Series A Preferred Stock as permanent equity in the consolidated financial statements as the terms do not

provide for an obligation to buy back the shares in exchange for cash or other assets of the Company.

The shares are not considered

debt under ASC 480 “Distinguishing Liabilities from Equity” as the shares do not represent an obligation that must

or may be settled with a variable number of shares.

No other redemption features exist within the terms of the instrument.

the year ending December 31, 2023, the Company issued 50,000 shares of Series A convertible preferred stock to its officers for

accrued compensation (see NOTE 7).

the year ending December 31, 2022, the Company issued 25,000 shares of Series A convertible preferred stock to its officers for

accrued compensation (see NOTE 7).

the year ended December 31, 2023, the Company issued 140,642 shares, 14,217 shares, 35,000 shares, 7,107 shares, and 4,490 shares

for vendor payments at share prices of $ 2.13 per share, $ 2.20 per share, $ 1.90 per share, $ 2.00 per share, and $ 0.99 per share,

respectively.

Additionally, during the year ended

December 31, 2023, the Company received $ 10,000 for stock subscriptions payable of 5,000 shares of common stock.

October 1, 2022, the Company issued 1,600,000 shares as part of the NONOP acquisition.

On October 15, 2022, the Company issued

1,500,000 shares as part of the Buckley acquisition.

during the year ended December 31, 2022, the Company issued 180,000 shares, 31,554 shares, and 22,315 shares for vendor payments

at share prices of $ 2.00 per share, $ 2.12 per share, and $ 2.10 per share, respectively.

above shares of capital stock are restricted securities under Rule 144 and were issued in reliance on an exemption from the registration

requirements of the Securities Act.

9 - INCOME TAXES

Company provides for income taxes using the liability method in accordance with ASC 740 “Income Taxes”.

Deferred income

taxes arise from the differences in the recognition of income and expenses for tax purposes.

There were no deferred tax assets

or liabilities at December 31, 2023 and 2022.

has reviewed the provisions regarding the assessment of their valuation allowance on deferred tax assets and based on those criteria

determined that it would not have sufficient taxable income to realize those assets.

Therefore, management has assessed the realization

of the deferred tax assets and has determined that it is more likely than not that they will not be realized and has provided

a full valuation allowance against the deferred tax asset.

Company recognizes the financial statement effect of a tax position only after determining that the relevant tax authority would

more likely than not sustain the position following an audit.

For tax positions meeting the more-likely-than-not threshold, the

amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood

of being realized upon ultimate settlement with the relevant tax authority.

The Company is subject to income taxes

federal jurisdiction and the state of Virginia.

The tax regulations within each jurisdiction are subject to the interpretation of related tax laws and regulations and require significant judgment to apply.

The Company is not presently undergoing any tax audits.

As of December 31, 2022, the tax years that remain subject to examination are 2021, 2020, 2019, 2018, and 2017 for Federal and 2021, 2020, 2019, 2018, and 2017 for the state.

The Company will apply the federal and state net operating loss (“NOL”) carry-forward in FY 2022 and later years.

On December 22, 2017, the United States Government passed new tax legislation that, among other provisions, will lower the corporate tax rate from 35% to 21%.

In addition to applying the new lower corporate tax rate in 2018 and thereafter to any taxable income we may have, the legislation affects the way we can use and carry forward net operating losses previously accumulated and results in a revaluation of deferred tax assets recorded on our balance sheet.

Given that the deferred tax assets are offset by a full valuation allowance, these changes have no net effect on the Company’s financial position and net loss.

However, when we become profitable, we will receive a reduced benefit from such deferred tax assets.

A reconciliation of the income tax provision computed at statutory rates to the reported tax provision is as follows:

Year ended December 31, 2022

Year ended December 31, 2021

The tax regulations within each jurisdiction are subject to the interpretation

of related tax laws and regulations and require significant judgment to apply.

The Company is not presently undergoing any tax

Company will apply the federal and state net operating loss (“NOL”) carry-forward in FY 2023 and later years.

December 22, 2017, the United States Government passed new tax legislation that, among other provisions, will lower the corporate

tax rate from 35 % to 21 %.

In addition to applying the new lower corporate tax rate in 2018 and thereafter to any taxable income

we may have, the legislation affects the way we can use and carry forward net operating losses previously accumulated and results

in a revaluation of deferred tax assets recorded on our balance sheet.

Given that the deferred tax assets are offset by a full

valuation allowance, these changes have no net effect on the Company’s financial position and net loss.

However, when we

become profitable, we will receive a reduced benefit from such deferred tax assets.

reconciliation of the income tax provision computed at statutory rates to the reported tax provision is as follows:

December 31, 2023

December 31, 2022

Federal income tax rate

1 unchanged sentence

( 1,629,902 )

$ (1,490,196)

Non-deductible expenses

( 1,629,902 )

$ (1,490,196)

Expected approximate tax recovery on net loss

$ (1,309,899)

Changes in valuation allowance

The component of the Company’s deferred tax asset is as follows:

As of December 31, 2022

As of December 31, 2021

component of the Company’s deferred tax asset is as follows:

December 31, 2023

December 31, 2022

Deferred income tax assets:

2 unchanged sentences

valuation allowance

( 1,908,170 )

Net deferred tax asset

The Company has a valuation allowance against the full amount of its net deferred tax assets due to the uncertainty of the realization of the deferred tax assets.

At December 31, 2022, and December 31, 2021, the Company has incurred accumulated net operating losses in the United States of America totaling $4,603,877 and $2,896,524 respectively which are available to reduce taxable income in future taxation years.

NOTE 10 - COMMITMENTS AND CONTINGENCIES

Operating Lease Commitments

The Company has no lease obligations at December 31, 2022 and 2021.

The Company has a month-to-month rental agreement for an office share in Arlington, Virginia beginning on April 1, 2018, for $50 per month.

Additionally, the Company has no known contingencies as of December 31, 2022, and December 31, 2021.

Purchase Commitments

The Company has no purchase obligations at December 31, 2022 and 2021.

Significant Risks and Uncertainties

Concentration of Credit Risk – Cash – The Company maintains cash and cash equivalent balances at a single financial institution that are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000.

At December 31, 2022, and December 31, 2021, the Company had no exposure in excess of insurance.

Concentration of Credit Risk – Accounts Receivable – All of the Company’s outstanding accounts receivable was with one party, Taxodium Energy, LLC.

Legal Matters

During the course of business, litigation commonly occurs.

From time to time, the Company may be a party to litigation matters involving claims against the Company.

The Company operates in a highly regulated industry and employs personnel, which may inherently lend itself to legal matters.

Management is aware that litigation has associated costs and that results of adverse litigation verdicts could have a material effect on the Company's financial position or results of operations.

There are no known legal proceedings against the Company or its officers and directors in their capacity as officers and directors of the Company.

NOTE 11 – ASSET RETIREMENT OBLIGATION

Changes in the asset retirement obligation were as follows:

As of December 31, 2022

As of December 31, 2021

Company has a valuation allowance against the full amount of its net deferred tax assets due to the uncertainty of the realization

of the deferred tax assets.

At December 31, 2023, and December 31,

2022, the Company has incurred accumulated net operating losses in the United States of America totalling $ 4,273,108 and $ 4,603,877

respectively which are available to reduce taxable income in future taxation years.

10 - COMMITMENTS AND CONTINGENCIES

Lease Commitments

Company has no lease obligations at December 31, 2023 and 2022.

The Company has a month-to-month rental agreement for an office

share in Arlington, Virginia beginning on April 1, 2018, for $ 50 per month.

Additionally, the Company has no known contingencies

as of December 31, 2023, and December 31, 2022.

Company has no purchase obligations at December 31, 2023 and 2022.

Risks and Uncertainties

Concentration

of Credit Risk – Cash – The Company maintains cash and cash equivalent balances at a single financial institution

that are insured by the Federal Deposit Insurance Corporation (FDIC) up to $ 250,000 .

At December 31, 2023, and December 31, 2022,

the Company had no exposure in excess of insurance.

Concentration of Credit Risk –

Accounts Receivable and Revenues – For the periods presented, all of the Company’s outstanding accounts

receivable and revenues were transacted with one party, Taxodium Energy, LLC.

the course of business, litigation commonly occurs.

From time to time, the Company may be a party to litigation matters involving

claims against the Company.

The Company operates in a highly regulated industry and employs personnel, which may inherently lend

itself to legal matters.

Management is aware that litigation has associated costs and that results of adverse litigation verdicts

could have a material effect on the Company's financial position or results of operations.

are no known legal proceedings against the Company or its officers and directors in their capacity as officers and directors of

11 – ASSET RETIREMENT OBLIGATION

in the asset retirement obligation were as follows:

December 31, 2023

December 31, 2022

Beginning balance

4 unchanged sentences

Ending Balance

NOTE 12 – RESERVE AND RELATED FINANCIAL DATA - UNAUDITED

Disclosure of Reserves

The table below summarizes our estimated net proved reserves, as of December 31, 2022, based on a reserve report prepared by Netherland Sewell & Associates, Inc.

12 – RESERVE AND RELATED FINANCIAL DATA - UNAUDITED

table below summarizes our estimated net proved reserves, as of December 31, 2023 and 2022, based on reserve reports prepared

by Netherland, Sewell & Associates, Inc.

(NSAI), our third-party independent reserve engineers.

In preparing its report, NSAI evaluated properties representing all of our proved reserves at December 31, 2022 in accordance with the rules and regulations of the SEC applicable to companies involved in oil and natural gas producing activities.

Our estimated net proved reserves in the table below do not include probable or possible reserves and do not in any way include or reflect our commodity derivatives.

As of December 31, 2022

Proved Reserves

Natural Gas (Mmcf)

Total Proved Reserves (BOE)

The table above values oil and natural gas reserve quantities as of December 31, 2022, assuming constant realized prices of $92.01 per barrel of oil and $6.957 per Mcf of natural gas.

Under SEC guidelines, these prices represent the average prices per barrel of oil and per Mcf of natural gas at the beginning of each month in the 12-month period prior to the end of the reporting period, after adjustment to reflect applicable transportation and quality differentials.

Standardized Measure

The standardized measure of discounted future net cash flows and changes in such cash flows are prepared using assumptions required by the Financial Accounting Standards Board.

Such assumptions include using 12-month average prices for oil and gas, based on the first-day-of-the-month price for each month in the period, and year-end costs for estimated future development and production expenditures to produce year-end estimated proved reserves.

Discounted future net cash flows are calculated using a 10% rate.

Estimated future income taxes are calculated by applying year-end statutory rates to future pre-tax net cash flows, less the tax basis of related assets and applicable tax credits.

The estimated well abandonment costs are deducted from the standardized measure using year-end costs and discounted at 10%.

Such abandonment costs are recorded as a liability on the consolidated balance sheet, using estimated values as the projected abandonment date and discounted using a risk-adjusted rate when the well is drilled or acquired.

The standardized measure does not represent management’s estimate of the Company’s future cash flows or the value of proved oil and gas reserves.

Probable and possible reserves, which may become proved in the future, are excluded from the calculations.

Furthermore, prices used to determine the standardized measure are influenced by supply and demand as affected by recent economic conditions and other factors and may not be the most representative in estimating future revenues or reserve data.

The table below reflects the standardized measure of discounted future net cash flows related to the Company’s interest in proved reserves.

In preparing its reports, NSAI

evaluated properties representing all of our proved reserves at December 31, 2023 and 2022 in accordance with the rules and regulations

of the SEC applicable to companies involved in oil and natural gas producing activities.

Our estimated net proved reserves in

the table below do not include probable or possible reserves and do not in any way include or reflect our commodity derivatives.

of proved developed and undeveloped oil and gas reserve quantities

Proved Developed and Undeveloped Reserves at December 31, 2021

Revisions of Previous Estimates

Purchases of Minerals in Place

Proved Developed and Undeveloped Reserves at December 31, 2022

Revisions of Previous Estimates

Purchases of Minerals in Place

Proved Developed and Undeveloped Reserves at December 31, 2023

table above values oil and natural gas reserve quantities as of December 31, 2023 and 2022, assuming constant realized prices

of $ 75.81 and $ 92.01 per barrel of oil and $ 0 and $ 6.957 per Mcf of natural gas, respectively.

Under SEC guidelines, these prices

represent the average prices per barrel of oil and per Mcf of natural gas at the beginning of each month in the 12-month period

prior to the end of the reporting period, after adjustment to reflect applicable transportation and quality differentials.

standardized measure of discounted future net cash flows and changes in such cash flows are prepared using assumptions required

by the Financial Accounting Standards Board.

Such assumptions include using 12-month average prices for oil and gas,

based on the first-day-of-the-month price for each month in the period, and year-end costs for estimated future development and

production expenditures to produce year-end estimated proved reserves.

future net cash flows are calculated using a 10% rate.

Estimated future income taxes are calculated by applying year-end statutory

rates to future pre-tax net cash flows, less the tax basis of related assets and applicable tax credits.

estimated well abandonment costs are deducted from the standardized measure using year-end costs and discounted at 10%.

abandonment costs are recorded as a liability on the consolidated balance sheet, using estimated values as the projected abandonment

date and discounted using a risk-adjusted rate when the well is drilled or acquired.

standardized measure does not represent management’s estimate of the Company’s future cash flows or the value of proved

oil and gas reserves.

Probable and possible reserves, which may become proved in the future, are excluded from the

calculations.

Furthermore, prices used to determine the standardized measure are influenced by supply and demand as

affected by recent economic conditions and other factors and may not be the most representative in estimating future revenues

or reserve data.

table below reflects the standardized measure of discounted future net cash flows related to the Company’s interest in proved

Year Ended December 31,

7 unchanged sentences

Standardized measure of discounted future net cash flows

The principal changes in the standardized measure of discounted future net cash flows attributable to the Company's proved reserves are as follows:

principal changes in the standardized measure of discounted future net cash flows attributable to the Company's proved reserves

are as follows:

Year Ended December 31,

(in thousands)

Balance at December 31, 2021

Purchase of minerals in place

Beginning of period

Sales of oil and natural gas produced, net of production costs

Net change due to extensions, discoveries, and improved recovery

Balance at December 31, 2022

NOTE 13 - SUBSEQUENT EVENTS

The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported.

The management of the Company determined that there were no reportable subsequent events to be disclosed beyond the following:

Issuance of Preferred Stock

On January 25, 2023, the Company issued 25,000 shares of its Series A convertible preferred stock to Jeffrey J.

Guzy, the Company’s CEO, and 25,000 shares of Series A convertible stock to Wm.

Barrett Wellman, the Company’s CFO.

Each share is convertible at the option of the holder to ten (10) shares of common stock.

Since these shares were not issued until 2023 the total fair value of $1,064,500 ($21.30

per share) has been recorded as part of accrued salaries and payroll taxes.

The fair value was based on the value assigned to common stock ($2.13 per share) multiplied by 10.

Net change of prices and production costs

Change in future development costs

Revisions of quantity and timing estimates

Accretion of discount

Change in income taxes

Purchases of minerals in place

End of period

13 - SUBSEQUENT EVENTS

The Company has evaluated all events that

occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported.

Management determined that there were no reportable subsequent events to be disclosed beyond the following:

Issuance of Common Stock

On January 31, 2023, the Company issued 20,642 shares for vendor payments at $2.13 per share.

On February 1, 2023, the Company issued 120,000 shares for consulting fees at $2.13 per share.

On March 1, 2023, the Company issued 5,000 shares of common stock at $2.00 per share.

On June 1, 2023, the Company issued 14,217 shares for vendor payments at $2.20 per share.

On June 12, 2023, the Company issued 35,000 shares for payment to William R.

Downs at $2.00 per share.

On July 23, 2023, the Company issued 7,107 shares for vendor payments at $2.20 per share.

On August 20, 2023, the Company issued 4,409 shares for vendor payments at $1.00 per share.

Related Party Notes Payable

On October 10, 2023, all outstanding notes with the Company’s CEO and Executive Chairman were extended to have a maturity date of May 13, 2024.

On January 10, 2024, the Company

issued 100,000

common shares at $ 0.99

per share to William R.

Downs in connection with his appointment as our new Chief Executive Officer.

January 26, 2024, the holders of the Company’s Series A convertible preferred shares converted all 105,000 shares issued

and outstanding as of December 31, 2023 into common shares at a conversion rate of one to ten.

In connection with the exercise

of the conversion option, the Company issued 575,000 and 475,000 common shares to Jeffrey J.

Barrett Wellman, respectively.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data