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Item 1. Financial Statements

2024-05-10 compared with 2023-11-22 · 436 added, 365 removed, 88 unchanged (90% of the section changed)

Financial Statements

The unaudited condensed financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC").

Accordingly, certain disclosures required by accounting principles generally accepted in the United States and normally included in Annual Reports on Form 10-K have been omitted.

Although management believes that our disclosures are adequate to make the information presented not misleading, these unaudited interim financial statements should be read in conjunction with the Company's audited financial statements and related footnotes included in its most recent Annual Report on Form 10-K.

COJAX OIL AND GAS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

unaudited consolidated condensed financial statements included herein have been prepared pursuant to the rules and regulations of the Securities

and Exchange Commission (“SEC”).

Accordingly, certain disclosures required by accounting principles generally accepted

in the United States and normally included in Annual Reports on Form 10-K have been omitted.

Although management believes that

our disclosures are adequate to make the information presented not misleading, these unaudited consolidated condensed interim financial statements should

be read in conjunction with the Company’s audited consolidated financial statements and related footnotes included in its most recent

Annual Report on Form 10-K.

OIL AND GAS CORPORATION

CONSOLIDATED BALANCE SHEETS

March 31, 2024

2 unchanged sentences

Accounts receivable

Prepaid expenses

Total Current Assets

14 unchanged sentences

Note payable, net of current portion

Total L ong-term L iabilities

Total Long-term Liabilities

Total Liabilities

2 unchanged sentences

Common stock, $ 0.01 par value, 300,000,000 current shares authorized, 10,465,902 and 9,315,902 shares issued and outstanding, at March 31, 2024 and December 31, 2023 respectively.

Subscriptions payable

Subscription payable

Additional paid-in capital

Accumulated deficit

( 11,067,527 )

( 10,764,041 )

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

COJAX OIL AND GAS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

OIL AND GAS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months

Ended March 31,

Operating c ost s and e xpenses :

Operating costs and expenses:

Lease operating expenses

3 unchanged sentences

Loss from Operations

Other income (expense):

Other expense:

Interest expense, net

Total other income (expense)

Total other expense

$ ( 303,486 )

$ ( 300,775 )

Net loss per common share - basic and diluted

Weighted average number of common shares outstanding during the period - basic and diluted

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

COJAX OIL AND GAS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS ' EQUITY (DE FICIT )

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

OIL AND GAS CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred stock

3 unchanged sentences

$ ( 9,134,139 )

Share-based vendor payments and settlements

Share-based payments to Board member for services

Common stock issued for services

Cash received for stock subscriptions payable

Preferred stock issued for accrued officer compensation

5 unchanged sentences

Common stock issued for services

Cash received for stock subscriptions payable

Preferred stock issued for accrued officer compensation

Conversion of preferred stock to common stock

Net (loss) for the three months ending March 31, 2024

1 unchanged sentence

$ ( 11,067,527 )

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

COJAX OIL AND GAS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

OIL AND GAS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31,

Cash flows from operating activities:

Adjustments to reconcile Net loss to net cash provided by ( used in ) operations:

$ ( 303,486 )

$ ( 300,775 )

Adjustments to reconcile Net loss to net cash used in operations:

Depletion expense

8 unchanged sentences

Cash flows from financing activities:

Proceeds from loans payable – related party

Payments of loan payable - SBA PPP loan

Proceeds for stock subscriptions payable

Net cash provided by financing activities

Net increase (decrease) in cash

Proceeds from the issuance of common stock

Net cash provided by (used in) financing activities

Net decrease in cash

Cash at beginning of period

4 unchanged sentences

Preferred shares issued for accrued compensation

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

COJAX OIL AND GAS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 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 period 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 outsources 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, 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).

Condensed Consolidated Financial Statements

The accompanying condensed consolidated financial statements prepared by CoJax Oil and Gas Corporation (the "Company"

or "CoJax") have not been audited by an independent registered public accounting firm.

In the opinion of the Company's management, the accompanying unaudited financial statements contain all adjustments necessary for a fair presentation of the results of operations for the periods presented, which adjustments were of a normal recurring nature, except as disclosed herein.

The results of operations for the three months ended March 31, 2023, are not necessarily indicative of the results to be expected for the full year ending December 31, 2023, for various reasons, including as a result of the impact of fluctuations in prices received for oil and natural gas, natural production declines, the uncertainty of exploration and development drilling results, fluctuations in the fair value of derivative instruments, the impacts of COVID-19 and other factors.

These unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information, and, accordingly, do not include all of the information and footnotes required by GAAP for complete financial statements.

Therefore, these financial statements should be read in conjunction with the Company's annual report on Form 10-K for the year ended December 31, 2022.

NOTE 2 – GOING CONCERN DISCLOSURE

The Company’s condensed consolidated financial statements are prepared using 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 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.

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 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.

Common shares issued upon conversion of Series A Preferred shares

Change in estimate of ARO asset and related liability

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

OIL AND GAS CORPORATION

TO CONDENSED 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 E&P companies operating in the area.

The Company outsources

all operations 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, 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).

Consolidated Financial Statements

accompanying condensed consolidated financial statements prepared by CoJax Oil and Gas Corporation (the “Company”

or “CoJax”) have not been audited by an independent registered public accounting firm.

In the opinion of the Company’s

management, the accompanying unaudited financial statements contain all adjustments necessary for a fair presentation of the results

of operations for the periods presented, which adjustments were of a normal recurring nature, except as disclosed herein.

results of operations for the three months ended March 31, 2024, are not necessarily indicative of the results to be expected

for the full year ending December 31, 2024, for various reasons, including as a result of the impact of fluctuations in prices

received for oil and natural gas, natural production declines, the uncertainty of exploration and development drilling results,

fluctuations in the fair value of derivative instruments, the impacts of COVID-19 and other factors.

unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles

generally accepted in the United States (“U.S.

GAAP”) for interim financial information, and, accordingly, do not

include all of the information and footnotes required by U.S.

GAAP for complete financial statements.

Therefore, these financial

statements should be read in conjunction with the Company’s annual report on Form 10-K for the year ended December 31, 2023.

2 – GOING CONCERN DISCLOSURE

Company’s condensed consolidated financial statements are prepared using 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 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.

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.

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.

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.

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

Accounts Receivable and Allowance for Doubtful Accounts

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

At both March 31, 2023, and December 31, 2022, the allowance for doubtful accounts was $0.

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 three months ended March 31, 2023 and 2022.

Fair Values of Financial Instruments

The Company had no financial instruments for the three months ended March 31, 2023, or for the year ended December 31, 2022.

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).

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

Such reclassifications had no significant

impact on our reported net income (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 March 31, 2024 and December 31, 2023, the Company had no cash equivalents.

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 year ended December 31, 2023, the Company recorded impairments of $ 875,400 on oil and gas properties.

There were no impairments

recorded during the three months ended March 31, 2024 and 2023.

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 three months ended March 31, 2024 and 2023.

Values of Financial Instruments

Company had no financial instruments for the three months ended March 31, 2024, or for the year ended December 31, 2023.

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 March 31, 2023, and December 31, 2022.

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

Revenue Recognition

To determine revenue recognition for contracts with customers, the Company performs the following steps described in ASC 606, Revenue from Contracts with Customers:

(1) identifies the contract with the customer, or Step 1, (2) identifies the performance obligations in the contract, or Step 2, (3) determines the transaction price, or Step 3, (4) allocates the transaction price to the performance obligations in the contract, or Step 4, and (5) recognizes revenue when (or as) the entity satisfies a performance obligation, or Step 5.

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.

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

The Company typically receives payment within 30 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.

The following table presents revenues disaggregated by product for the three months ended March 31, 2023, and 2022:

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 March 31, 2024, and December 31, 2023.

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

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

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.

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

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.

following table presents revenues disaggregated by product for the three months ended March 31, 2024, and 2023:

For the Three Months

2 unchanged sentences

Total revenues

All revenues are from production from the Gulf States Drilling Region.

Income taxes are accounted for under 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.

The FASB has issued ASC 740 “Income Taxes”.

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 March 31, 2023, or as of December 31, 2022.

Basic and Diluted Earnings 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 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.

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

As of March 31, 2023 and 2022, the Company had 1,050,000 and 550,000 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.

revenues are from production from the Gulf States Drill Region.

receivable consists of oil and natural gas receivables.

Ongoing evaluations of collectability are performance and an allowance

for expected credit losses is provided against the portion of accounts receivable that is estimated to be uncollectible.

did not recognize any write-offs during the three months ended March 31, 2024 and 2023.

At both March 31, 2024, and December 31,

2023, the allowance for expected credit losses was $ 0 .

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.

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.

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 March 31, 2024, or

as of December 31, 2023.

and Diluted Earnings 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 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.

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.

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

As of March 31, 2024 and December 31, 2023, the Company

had 0 and 1,050,000 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.

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 March 31, 2023, and December 31, 2022, 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.

NOTE 4 – RECENT ACCOUNTING PRONOUNCEMENTS

New and Recently Adopted Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect.

These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 5 – ROYALTY INTERESTS IN OIL AND GAS PROPERTIES

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.

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.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.

The Company did not execute any acquisitions during the three months ended March 31, 2023.

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.

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 March 31, 2024, and December 31, 2023,

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.

4 – RECENT ACCOUNTING PRONOUNCEMENTS

and Recently Adopted Accounting Pronouncements

Company has implemented all new accounting pronouncements that are in effect.

These pronouncements did not have any material impact

on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting

pronouncements that have been issued that might have a material impact on its financial position or results of operations.

5 – ROYALTY INTERESTS IN OIL AND GAS PROPERTIES

Company did not execute any acquisitions during the three months ended March 31, 2024.

At March 31, 2024, the Company had leased

oil and gas properties assets valued at $ 4,022,906 .

Scheduled leased oil and gas properties assets

Balance, December 31, 2023

Revisions of prior year ARO estimates

Depletion expense

Balance, March 31, 2024

We recorded depletion expense of $95,224 and $0 for the three months ended March 31, 2023 and 2022, respectively.

NOTE 6 – ASSET RETIREMENT OBLIGATION

The Company records the obligation to plug and abandon oil and gas wells at the dates the properties are either acquired or the wells are drilled.

The asset retirement obligation is adjusted each quarter for any liabilities incurred or settled during the period, accretion expense, and any revisions made to the costs or timing estimates.

The asset retirement obligation is incurred using an annual credit-adjusted risk-free discount rate at the applicable dates.

Changes in the asset retirement obligation were as follows:

recorded depletion expense of $ 81,324 and $ 95,224 for the three months ended March 31, 2024 and 2023, respectively.

6 – ASSET RETIREMENT OBLIGATION

Company records the obligation to plug and abandon oil and gas wells at the dates the properties are either acquired or the wells

The asset retirement obligation is adjusted each quarter for any liabilities incurred or settled during the period,

accretion expense, and any revisions made to the costs or timing estimates.

The asset retirement obligation is incurred using

an annual credit-adjusted risk-free discount rate at the applicable dates.

Changes in the asset retirement obligation were as

Balance, December 31, 2023

Revisions of prior year estimates

Accretion expense

Balance, March 31, 2024

NOTE 7 – RELATED PARTY TRANSACTIONS

For the three months ending March 31, 2023 and the year ending 2022, the following related party transactions occurred 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:

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

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

Barrett Wellman, the CFO.

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

The fair value of $500,000 ($20 per share) has been recorded as part of the settlement 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 13, 2022, the Company's Executive Chairman loaned $10,000 to the Company, and the Company issued a promissory note for such an amount.

The promissory note is unsecured and bears interest at 2% per annum principal and accrued interest matures on December 31, 2022.

On January 24, 2022, the Company's Executive Chairman loaned $10,000 to the Company, and the Company issued a promissory note for such an amount.

The promissory note is unsecured and bears interest at 2% per annum principal and accrued interest matures on December 31, 2022.

On February 1, 2022, the Company issued 170,000 shares of common stock at $2.00 per share to three individual investors in settlement of claims and for strategic consulting services totaling $340,000.

On February 15, 2022, the Company issued 10,000 shares of common stock at $2.00 per share to William Allan Bradley for services as a Board member totaling $20,000.

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.

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.

7 – NOTES PAYABLE

payable consisted of the following:

March 31, 2024

December 31, 2023

Notes payable – related party

Total notes payable

current portion

Notes payable net of current portion

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

Company met all the necessary qualifications to apply for a $ 49,992 loan.

On June 10, 2020, the SBA PPP loan was approved and

transferred to the Company to be used for payment of accrued payroll and related payroll taxes.

On November 29, 2021, the Company

was notified that the request for forgiveness was denied.

The note was converted to a five-year loan bearing interest at 1 % per

annum beginning on January 1, 2022 .

Company has issued several unsecured promissory notes to a related party, the CFO of the Company.

The related party notes bear

interest at 2 % per annum.

Principal and accrued interest on all notes mature on May 13, 2024 .

8 – RELATED PARTY TRANSACTIONS

the three months ending March 31, 2024 and the year ending 2023, the following related party transactions occurred 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:

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

Guzy, the Company’s

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

Barrett Wellman, the Company’s former CFO.

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

The accrual 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.

On February 14, 2023, the Company entered into a new employment agreement with Mr.

Guzy (the “Guzy 2023 Employment Agreement”), pursuant to which Mr.

Guzy will continue serving the Company as Chief Executive Officer, President and Chairman of the Company.

On March 14, 2023, Mr.

The fair value was based on the value assigned

to common stock ($2.13 per share) multiplied by 10.

February 14, 2023, the Company entered into a new employment agreement with Mr.

Guzy (the “Guzy 2023 Employment Agreement”),

pursuant to which Mr.

Guzy continued serving the Company as Chief Executive Officer, President and Chairman of the Company.

March 14, 2023, Mr.

Wellman’s Employment Agreement has been extended to a termination date of August 16, 2024 .

Wellman will continue serving the Company as Chief Finance Officer.

NOTE 8 – STOCKHOLDERS' DEFECIT

Authorized Capital

As of March 31, 2023, 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.

Preferred Stock

Refer to Note 7 for details on convertible preferred stock issuances to the Company’s CEO and CFO.

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 received $10,000 for stock subscriptions payable of 5,000 shares of common stock.

On February 1, 2022, the Company issued 170,000 shares for settlements and consulting fees at $2.00 per share.

On February 15, 2022, the Company issued 10,000 shares for payment to William A.

Bradley, Board member 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.

Capital Contributions

During the periods ending March 31, 2023, and March 31, 2022, the Company did not receive any capital contributions.

NOTE 9 – CONTINGENCIES AND COMMITMENTS

Operating Lease Commitments

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

Purchase Commitments

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

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 1 0 – 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 Common Stock

On June 2, 2023, the Company issued 14,217 Common Shares, at $2.40 per share, to Intelligent Investments I, LLC, a Florida limited liability company for legal services.

On June 12, 2023, the Company issued 35,000 Common Shares, at $1.90 per share, to William R.

Downs for oil and gas business development and consulting services.

On July 24, 2023, the Company issued 7,107 Common Shares, at $0.99 per share, to Intelligent Investments I, LLC, a Florida limited liability company, for legal services.

On August 21, the Company issued 4,490 Common Shares, at $0.99 per share, to Intelligent Investments I, LLC, a Florida limited liability company, for legal services.

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.

Management ' s Discussion and Analysis of Financial Condition and Results of Operations

Management ' s Discussion and Analysis of Financial Condition and Results of Operations analyzes the major elements of our balance sheets and statements of operations.

This section should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2022 , and our interim unaudited financial statements and accompanying notes to these financial statements.

CoJax is a growth-oriented independent exploration and production company based in Arlington, Virginia, and is engaged in oil and natural gas development, production, acquisition, and exploration activities currently focused in the Gulf States Region.

Business Description and Plan of Operation

CoJax is currently engaged in oil and natural gas acquisition, exploration, development, and production in Mississippi and Alabama.

We focus on developing our existing properties while continuing to pursue acquisitions of oil and gas properties with upside potential in the Gulf States Region.

Our goal is to increase stockholder value by investing in oil and natural gas projects with attractive rates of return on capital employed.

We plan to achieve this goal by exploiting and developing our existing oil and natural gas properties and pursuing strategic acquisitions of additional properties, while remaining cash flow positive, maintaining low operating costs, and striving to show a gain in annual production while reducing the Company's debt.

Executive Summary - First Quarter 202 3 Developments and Highlights

Risks and Uncertainties

Since March 2020, and throughout the last two years, global markets and commodity prices have been extremely volatile due to the impacts from the COVID-19 pandemic, with further impacts on volatility caused by the war in Ukraine that began in February 2022.

Commodity prices remained steady during the fourth quarter of 2022 as demand has continued to outpace relative supply.

While recessionary concerns have placed some downward pressure on commodity prices, causing oil and gas prices to decline in the first quarter of 2023 from their earlier highs in 2022, worldwide commodity demand continues to exceed pre COVID-19 pandemic levels.

Although supply has increased and we have seen continued recovery in commodity prices since the beginning of the pandemic, there is still an element of volatility and uncertainty that we expect to continue at least for the near-term and possibly longer, in part by the impact of the Russian-Ukrainian military conflict on global commodity and financial markets, and the associated effect of trade sanctions on imports of oil and natural gas from Russia.

This volatility could negatively impact future prices for oil, natural gas, petroleum products and industrial products.

Results of Operations – For the Three Months Ended March 31 , 2023 , and 2022

For the Three Months Ended March 31 ,

Lease operating expenses

General & administrative expenses

Depletion and accretion on discounted liabilities

Loss from operations

Other expense

* In excess of 1,000%

Revenues were $228,718 for the three months ended March 31, 2023, and $0 for the same period during 2022 during which there were no sales of natural gas.

The Company is an early-stage company having just begun to acquire assignments of hydrocarbon revenues and underlying oil and gas exploration and production rights, and therefore has just begun producing significant revenue in 2023.

Lease Operating Expenses

Lease operating expenses were $59,139 for the three months ended March 31, 2023, compared to $1,426 for the three months ended March 31, 2022.

The increase was due to additional operating expenses resulting from acquisitions of oil and gas properties.

Depletion and A ccretion on D iscounted L iabilities

Depletion and accretion expenses were $98,444 for the three months ended March 31, 2023, compared to $622 for the three months ended March 31, 2022.

The increase resulted from acquisitions of oil and gas properties.

Loss from Operations

Total operating loss was $300,219 for the three months ended March 31, 2023, and $473,220 for the three months ended March 31, 2022.

The decreased loss was primarily driven by the $228,718 increase in revenues during the three months ended March 31, 2023.

The increase was partially offset by the $57,713 increase in lease operating expenses and the $97,822 increase in depletion and accretion expense on discounted liabilities over the same period.

Other Expense

Other expense was $556 for the three months ended March 31, 2023, as compared to $962 for the three months ended March 31, 2022, due to an increase in interest expense.

As a result of the above factors, for the three months ended March 31, 2023, the Company had a net loss of $300,775 as compared to a net loss of $474,182 for the three months ended March 31, 2022.

Sales volumes and commodity prices received

The following table presents our sales volumes and received pricing information for the three-month periods ended March 31, 2023, and 2022:

For the Three Months

Ended March 31,

Oil volume (Bbls)

Natural gas volume (Mcf)

Total Production (Boe)

Average Sales Price:

Oil price (per Bbl)

Gas price (per Mcf)

Total per BOE

Liquidity and Capital Resources

Sources of Liquidity

The Company had cash on hand of $23,934 at March 31, 2023, compared to $37,750 at December 31, 2022.

For the three months ended March 31, 2023, the Company had net cash used in operating activities of $21,353, compared to $11,869 for the same period of 2022.

The increase in cash used in operating activities was driven by the $173,407 dencrease in net loss from operations for the three months ended March 31, 2023, compared to the three months ended March 31, 2022, offset by the $382,109 net increase in adjustments for non-cash items and changes in the balances of accounts receivables, prepaid expenses, accounts payables, and accrued expenses.

Net cash used in investing activities was $0 for the three months ended March 31, 2023, and March 31, 2022.

Net cash provided by financing activities was $7,537 for the three months ended March 31, 2023, compared to $18,321 for the same period in 2022.

The decrease is due to proceeds from related party loans payable of $20,000 during the period ended March 31, 2022, compared to $0 during the same period in 2023.

Capital Resources for Future Acquisition and Development Opportunities

We continuously evaluate potential acquisitions and development opportunities.

To the extent possible, we intend to acquire producing properties and/or developed undrilled properties rather than exploratory properties.

We do not intend to limit our evaluation to any one state.

We presently have no intention to evaluate offshore properties or properties located outside of the United States.

Effects of Inflation and Pricing

The oil and natural gas industry is very cyclical and the demand for goods and services of oil field companies, suppliers, and others associated with the industry puts pressure on the economic stability and pricing structure within the industry.

Typically, as prices for oil and natural gas increase, so do all associated costs.

Material changes in prices impact the current revenue stream, estimates of future reserves, borrowing base calculations of bank loans, and the value of properties in purchase and sale transactions.

Material changes in prices can impact the value of oil and natural gas companies and their ability to raise capital, borrow money and retain personnel.

We anticipate business costs will vary in

accordance with commodity prices for oil and natural gas, and the associated increase or decrease in demand for services related to production and exploration.

Off Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements, and it is not anticipated that the Company will enter into any off-balance sheet arrangements.

Disclosures About Market Risks

Like other natural resource producers, the Company faces certain unique market risks associated with the exploration and production of oil and natural gas.

The most salient risk factors are the volatile prices of oil and gas, operational risks, the ability to integrate properties and businesses, and certain environmental concerns and obligations.

Oil and Gas Prices

The price we receive for our oil and natural gas will heavily influence our revenue, profitability, access to capital, and future rate of growth.

Oil and natural gas are commodities and, therefore, their prices are subject to wide fluctuations in response to relatively minor changes in supply and demand.

The prices we receive for our production depend on numerous factors beyond our control.

These factors include, without limitation, the following:

worldwide and regional economic conditions impacting the global supply and demand for oil and natural gas;

the price and quantity of imports of foreign oil and natural gas;

the level of global oil and natural gas inventories;

localized supply and demand fundamentals;

the availability of refining capacity;

price and availability of transportation and pipeline systems with adequate capacity;

weather conditions, natural disasters, and public health threats;

governmental regulations;

speculation as to the future price of oil and the speculative trading of oil and natural gas futures contracts;

price and availability of competitors' supplies of oil and natural gas;

energy conservation and environmental measures;

technological advances affecting energy consumption;

the price and availability of alternative fuels and energy sources;

and domestic and international drilling activity.

A substantial or extended decline in oil or natural gas prices may result in impairments of our proved oil and gas properties and may materially and adversely affect our future business, financial condition, cash flows, and results of operations.

Transportation of Oil and Natural Gas

CoJax is presently committed to using the services of the existing gatherers in its present areas of production.

This gives such gatherers certain short-term relative monopolistic powers to set gathering and transportation costs.

Obtaining the services of an alternative gathering company would require substantial additional costs since an alternative gatherer would be required to lay a new pipeline and/or obtain new rights-of-way.

Competition in the Oil and Natural Gas Industry

We operate in a highly competitive environment for developing and acquiring properties, marketing oil and natural gas, and securing equipment and trained personnel.

As a relatively small oil and natural gas company, many large producers possess and employ financial, technical, and personnel resources substantially greater than ours.

Those companies may be able to develop and acquire more prospects and productive properties than our financial or personnel resources permit.

It is also significant that more

favorable prices can usually be negotiated for larger quantities of oil and/or gas products, such that CoJax views itself as having a price disadvantage compared to larger producers.

Retention of Key Personnel

We depend to a large extent on the services of our officers.

These individuals have extensive experience in the energy industry, as well as expertise in evaluating and analyzing producing oil and natural gas properties and drilling prospects, maximizing production from oil and natural gas properties, and developing and executing financing strategies.

The loss of any of these individuals could have a material adverse effect on our operations and business prospects.

Our success may be dependent on our ability to continue to hire, retain and utilize skilled executive and technical personnel.

Environmental and Regulatory Risks

Our business and operations are subject to and impacted by a wide array of federal, state, and local laws and regulations governing the exploration for and development, production, and marketing of oil and natural gas, the operation of oil and natural gas wells, taxation, and environmental and safety matters.

Many laws and regulations require drilling permits and govern the spacing of wells, rates of production, water, waste use and disposal, prevention of waste hydraulic fracturing, and other matters.

From time to time, regulatory agencies have imposed price controls and limitations on production in order to conserve supplies of oil and natural gas.

In addition, the production, handling, storage, transportation, and disposal of oil and natural gas, byproducts thereof, and other substances and materials produced or used in connection with oil and natural gas operations are subject to regulation under federal, state, and local laws and regulations.

Compliance with these regulations may constitute a significant cost and effort for CoJax.

To date, no specific accounting for environmental compliance has been maintained or projected by CoJax.

CoJax does not presently know of any environmental demands, claims, adverse actions, litigation, or administrative proceedings in which it or the acquired properties are involved or subject to or arising out of its predecessor operations.

In the event of a violation of environmental regulations, these environmental regulatory agencies have a broad range of alternative or cumulative remedies including ordering a cleanup of any spills or waste material and restoration of the soil or water to conditions existing prior to the environmental violation;

or enjoining further drilling, completion or production activities.

Going Concern

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

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

The Company's ability to continue as a going concern is dependent upon its ability to generate future profitable operations or to obtain the necessary financing from shareholders 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.

Still, it considers that the Company will be able to obtain additional funds by equity financing or related party advances.

However, there is no assurance of additional funding being available or on acceptable terms, if at all.

as of January 10, 2024, the board of directors of the Company (the “Board”) increased the size of the Board from two

to three directors and appointed William R.

Downs to the Board.

January 10, 2024, Jeffrey J.

Guzy resigned from serving as Chief Executive Officer, President and Chairman of the Board.

Guzy’s resignation from these offices, the Board appointed Mr.

Downs to positions of Chief Executive Officer, President

and Chairman of the Board.

Also on January 10, 2024, Wm.

Barrett Wellman resigned as Chief Financial officer and Secretary of

Effective immediately upon Mr.

Wellman’s resignation, the Board appointed Mr.

Guzy as the Company’s Chief

Financial officer and Secretary.

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 the Company’s new Chief Executive Officer.

The issuance of 100,000 shares was recognized at the share price on the date of the employment agreement.

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

and outstanding into common shares at a conversion rate of one to ten.

The conversion occurred at the rate specified in the initial issuance agreement and therefore no gain or loss was recognized on the conversion.

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.

9 – STOCKHOLDERS’ EQUITY

of March 31, 2024, 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 .

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 share is convertible into ten common shares.

company classified the Series A Preferred Stock as permanent equity 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

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

to Note 8 for details on convertible preferred stock issuances to the Company’s officers.

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

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

March 1, 2023, the Company received $ 10,000 for stock subscriptions payable of 5,000 shares of common stock.

to Note 8 for details on common share issuances to the Company’s officers.

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.

Contributions

the periods ending March 31, 2024, and March 31, 2023, the Company did not receive any capital contributions in excess of the

$ 10,000 received for stock subscriptions payable.

10 – CONTINGENCIES AND COMMITMENTS

Lease Commitments

Company has no lease obligations at March 31, 2024, and December 31, 2023.

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 March 31, 2024, and December 31, 2023.

Company has no purchase obligations at March 31, 2024 and December 31, 2023.

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.

11 – SUBSEQUENT EVENTS

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:

Party Notes Payable

April 25, 2024, all outstanding notes with the Company’s CFO (refer to NOTE 7) were extended to have a maturity date of

December 31, 2024.

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-Q

Item 1. Financial Statements