CoJax Oil & Gas Corp 10-Q

Item 1. Financial Statements The 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. 3 COJAX OIL AND GAS CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS March 31, 2024 December 31, 2023 (Unaudited) ASSETS Current Assets Cash $ 69,223 $ 75,908 Accounts receivable 176,894 205,306 Prepaid expenses 9,750 — Total Current Assets 255,867 281,214 Properties and Equipment Oil and natural gas properties at cost 4,524,406 4,509,679 Less: Accumulated depletion ( 501,500 ) ( 420,176 ) Total Properties and Equipment, net 4,022,906 4,089,503 Total Assets 4,278,773 4,370,717 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities Accounts payable 151,415 121,764 Workover expense payable 106,861 106,861 Accrued salaries and payroll taxes 902,830 834,809 Current portion of notes payable 10,010 9,984 Notes payable – related party 103,001 103,001 Total Current Liabilities 1,274,117 1,176,419 Long-term Liabilities Asset retirement obligations 122,472 105,118 Note payable, net of current portion 18,584 21,094 Total Long-term Liabilities 141,056 126,212 Total Liabilities 1,415,173 1,302,631 Stockholders’ Equity Preferred stock, $ 0.10 par value, 50,000,000 current shares authorized, 0 and 105,000 Series A shares, $ 0.01 par value issued and outstanding, at March 31, 2024 and December 31, 2023 respectively. — 1,050 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. 104,659 93,159 Subscription payable 10,000 10,000 Additional paid-in capital 13,816,468 13,727,918 Accumulated deficit ( 11,067,527 ) ( 10,764,041 ) Total Stockholders’ Equity 2,863,600 3,068,086 Total Liabilities and Stockholders’ Equity $ 4,278,773 $ 4,370,717 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 COJAX OIL AND GAS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) For the Three Months Ended March 31, 2024 2023 Revenues $ 182,052 $ 228,718 Operating costs and expenses: Lease operating expenses 47,341 59,139 General and administrative expenses 354,168 371,354 Depletion and accretion on discounted liabilities 83,951 98,444 Total operating costs and expenses 485,460 528,937 Loss from Operations ( 303,408 ) ( 300,219 ) Other expense: Interest expense, net ( 78 ) ( 556 ) Total other expense ( 78 ) ( 556 ) Net Loss $ ( 303,486 ) $ ( 300,775 ) Net loss per common share - basic and diluted $ ( 0.03 ) $ ( 0.03 ) Weighted average number of common shares outstanding during the period - basic and diluted 10,159,913 9,206,978 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 5 COJAX OIL AND GAS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) (UNAUDITED) Preferred stock Common stock Subscriptions Additional paid-in Accumulated Total Stockholder’s equity Shares Amount Shares Amount Payable capital deficit (deficit) Balance, December 31, 2022 55,000 $ 550 9,114,446 $ 91,144 $ — $ 12,249,429 $ ( 9,134,139 ) $ 3,206,984 Common stock issued for services — — 140,642 1,406 — 298,161 — 299,567 Cash received for stock subscriptions payable — — — — 10,000 — — 10,000 Preferred stock issued for accrued officer compensation 50,000 500 — — — 1,064,500 — 1,065,000 Net (loss) for the three months ending March 31, 2023 — — — — — — ( 300,775 ) ( 300,775 ) Balance, March 31, 2023 105,000 $ 1,050 9,255,088 $ 92,550 $ 10,000 $ 13,612,090 $ ( 9,434,914 ) $ 4,280,776 Balance, December 31, 2023 105,000 $ 1,050 9,315,902 $ 93,159 $ 10,000 $ 13,727,918 $ ( 10,764,041 ) $ 3,068,086 Common stock issued for services — — 100,000 1,000 — 98,000 — 99,000 Conversion of preferred stock to common stock (105,000 ) ( 1,050 ) 1,050,000 10,500 — ( 9,450 ) — — Net (loss) for the three months ending March 31, 2024 — — — — — — ( 303,486 ) ( 303,486 ) Balance, March 31, 2024 — $ — 10,465,902 $ 104,659 $ 10,000 $ 13,816,468 $ ( 11,067,527 ) $ 2,863,600 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 6 COJAX OIL AND GAS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) For the Three Months Ended March 31, 2024 2023 Cash flows from operating activities: Net loss $ ( 303,486 ) $ ( 300,775 ) Adjustments to reconcile Net loss to net cash used in operations: Depletion expense 81,324 95,224 Accretion of asset retirement obligation 2,627 3,219 Common stock issued for services and salaries 99,000 299,567 Changes in operating assets and liabilities: Accounts receivable 28,412 ( 169,578 ) Prepaid expense ( 9,750 ) — Accounts payable and accrued liabilities 97,672 150,990 Net cash used in operating activities ( 4,201 ) ( 21,353 ) Cash flows from investing activities: — — Cash flows from financing activities: Payments of loan payable - SBA PPP loan ( 2,484 ) ( 2,463 ) Proceeds from the issuance of common stock — 10,000 Net cash provided by (used in) financing activities ( 2,484 ) 7,537 Net decrease in cash ( 6,685 ) ( 13,816 ) Cash at beginning of period 75,908 37,750 Cash at end of period $ 69,223 $ 23,934 Supplemental disclosure of non-cash activities: Cash paid for interest and taxes $ 76 $ 100 Supplemental disclosure of non-cash investing and financing activities: Preferred shares issued for accrued compensation $ — $ 1,065,000 Common shares issued upon conversion of Series A Preferred shares $ 2,100,000 $ — Change in estimate of ARO asset and related liability $ 14,727 $ — The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 7 COJAX OIL AND GAS CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1 – ORGANIZATION, NATURE OF OPERATIONS AND BASIS OF PRESENTATION Organization CoJax Oil & Gas Corporation, a Virginia corporation (“Company”), was incorporated on November 13, 2017. The Company is based in Arlington Virginia, 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. The Company outsources all operations 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, 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. These 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. 8 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. 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. 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. At March 31, 2024 and December 31, 2023, the Company had no cash equivalents. 9 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, 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. 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. 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. 10 Fair Values of Financial Instruments The Company had no financial instruments for the three months ended March 31, 2024, or for the year ended December 31, 2023. 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 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; and 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, 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. Revenue Recognition 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. 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. 11 The following table presents revenues disaggregated by product for the three months ended March 31, 2024, and 2023: For the Three Months Ended March 31, 2024 2023 Crude oil revenues $ 181,225 $ 225,815 Gas revenues 827 2,903 Total revenues $ 182,052 $ 228,718 All revenues are from production from the Gulf States Drill Region. Accounts Receivable Accounts 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. The Company 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. Income Taxes 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 March 31, 2024, or as of December 31, 2023. 12 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, 2024 and December 31, 2023, the Company had 0 and 1,050,000 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. 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, 2024, and December 31, 2023, the Company had no exposure in excess of insurance. 13 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 The 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 $ 4,089,503 Revisions of prior year ARO estimates 14,727 Depletion expense ( 81,324 ) Balance, March 31, 2024 $ 4,022,906 We recorded depletion expense of $ 81,324 and $ 95,224 for the three months ended March 31, 2024 and 2023, 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: Balance, December 31, 2023 $ 105,118 Revisions of prior year estimates 14,727 Accretion expense 2,627 Balance, March 31, 2024 $ 122,472 14 NOTE 7 – NOTES PAYABLE Notes payable consisted of the following: March 31, 2024 December 31, 2023 SBA PPP Loan $ 28,594 $ 31,078 Notes payable – related party 103,001 103,001 Total notes payable 131,595 134,079 Less: current portion ( 113,011 ) ( 112,985 ) Notes payable net of current portion $ 18,584 $ 21,094 SBA PPP Loan On May 7, 2020, 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 $ 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 . Related Party The 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 . NOTE 8 – RELATED PARTY TRANSACTIONS For 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: On 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. 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 the year. 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 continued serving the Company as Chief Executive Officer, President and Chairman of the Company. On March 14, 2023, Mr. Wellman’s Employment Agreement has been extended to a termination date of August 16, 2024 . Effective 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. 15 On January 10, 2024, Jeffrey J. Guzy resigned from serving as Chief Executive Officer, President and Chairman of the Board. Immediately upon Mr. 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 the Company. Effective immediately upon Mr. Wellman’s resignation, the Board appointed Mr. Guzy as the Company’s Chief Financial officer and Secretary. 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 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. On 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. Guzy and Wm. Barrett Wellman, respectively. NOTE 9 – STOCKHOLDERS’ EQUITY Authorized Capital As 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 . 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. Each Series A preferred share is convertible into ten common shares. The 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 of shares. No other redemption features exist within the terms of the instrument. Refer to Note 8 for details on convertible preferred stock issuances to the Company’s officers. 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 received $ 10,000 for stock subscriptions payable of 5,000 shares of common stock. Refer to Note 8 for details on common share issuances to the Company’s officers. 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. 16 Capital Contributions During 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. NOTE 10 – CONTINGENCIES AND COMMITMENTS Operating Lease Commitments The 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. Purchase Commitments The Company has no purchase obligations at March 31, 2024 and December 31, 2023. 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 – 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: Related Party Notes Payable On 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. 17