What changed in this filing

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Item 1. Business

2025-03-31 compared with 2024-03-26 · 327 added, 364 removed, 139 unchanged (83% of the section changed)

We are an early-stage development oil and

gas company seeking to become an independent energy company.

Our assets and principal properties are located in the Gulf States

Drill Region, where we target acquisition and subsequent exploitation and development of crude oil, including acquisitions of hydrocarbon

revenues and underlying oil and gas exploration and production rights.

We believe that we can establish a profitable niche in crude

oil production due to the quality of the light sweet crude oil produced from the Gulf States Drill Region, which is cheaper to

refine than crude oil from other regions of the U.S.

The Company was incorporated in the Commonwealth

of Virginia on November 13, 2017, and started its operations on November 17, 2020, upon an acquisition (the “Barrister

Acquisition”) of all outstanding capital of Barrister, including all of Barrister’s crude oil and natural gas exploration

and production leases and rights owned or controlled by Barrister.

In consideration for the Barrister Acquisition, the Company

issued 3,650,000 shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”) to the

members of Barrister and assumed Barrister’s debt obligations to Central Operating, LLC (“COP”) in principal

amount of $2,700,000, which was discharged on November 16, 2021 pursuant to a debt exchange agreement between the Company and COP

in exchange for the issuance of 1,350,000 shares of the Company’s Common Stock to COP.

Currently we are producing very limited

crude oil production from limited oil drilling operations as a result of the Barrister Acquisition.

It is insufficient to fund

new acquisitions or drilling without additional funding or equity transactions.

On November 8, 2022, the Company, through

Barrister, its wholly-owned subsidiary, acquired from Taxodium Energy, LLC, a Mississippi limited liability company (“Taxodium”),

100% ownership, right, title and interest in certain properties located in Mississippi and Alabama, including all oil and gas leases,

interests, royalties, overriding royalties, subleases, fee estates, net profit interest, and carried interests (collectively, “NONOP

Assets”) pursuant to the Assignment, Bill of Sale and Conveyance, dated October 31, 2022, executed by Taxodium.

This transaction

became effective on October 1, 2022, for accounting purposes, based on when the Company obtained control of the acquired assets.

On December 2, 2022, the Company, through

Barrister, acquired from Taxodium a 100% ownership, right, title and interests in additional properties located in Mississippi,

including certain wells, facilities, the oil gas and mineral leases, together with all surface and subsurface and all operating

rights, working interest, and net revenue interest arising out of such leases and rights (collectively, “Buckley Assets”)

pursuant to the Assignment, Bill of Sale and Conveyance, dated December 2, 2022, executed by Taxodium and Barrister.

While the Company acquired these new properties,

including drilling wells, currently, these wells have very limited productions, not sufficient for the Company to become profitable.

Effective as of January 4, 2024, Sadler,

Gibb & Associates, LLC resigned as the Company’s independent registered public accounting firm and engaged M&K

CPAS, PLLC (“M&K”) to audit the Company’s financial statements for the fiscal year ending December 31, 2023,

in accordance with the U.S.

federal securities laws and the applicable SEC rules and regulations

and the Public Company Accounting Oversight Board (“PCAOB”).

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

Downs to the Board.

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.

on January 10, 2024, Wm.

Barrett Wellman resigned as Chief Financial Officer and Secretary of the Company.

Effective immediately

Wellman’s resignation, the Board appointed Mr.

Guzy as the Company’s Chief Financial Officer and Secretary.

are an early-stage development oil and gas company seeking to become an independent energy company.

Our assets and principal properties

are located in the Gulf States Drill Region, where we target acquisition and subsequent exploitation and development of crude

oil, including acquisitions of hydrocarbon revenues and underlying oil and gas exploration and production rights.

We believe that

we can establish a profitable niche in crude oil production due to the quality of the light sweet crude oil produced from the

Gulf States Drill Region, which is cheaper to refine than crude oil from other regions of the U.S.

Company was incorporated in the Commonwealth of Virginia on November 13, 2017, and started its operations on November 17,

2020, upon an acquisition (the “Barrister Acquisition”) of all outstanding capital of Barrister, including all of

Barrister’s crude oil and natural gas exploration and production leases and rights owned or controlled by Barrister.

consideration for the Barrister Acquisition, the Company issued 3,650,000 shares of the Company’s common stock, $0.01 par

value per share (the “Common Stock”) to the members of Barrister and assumed Barrister’s debt obligations to

Central Operating, LLC (“COP”) in principal amount of $2,700,000, which was discharged on November 16, 2021

pursuant to a debt exchange agreement between the Company and COP in exchange for the issuance of 1,350,000 shares of the Company’s

Common Stock to COP.

Currently we are producing very limited crude oil production from limited oil drilling operations as a result

of the Barrister Acquisition.

It is insufficient to fund new acquisitions or drilling without additional funding or equity transactions.

November 8, 2022, the Company, through Barrister, its wholly-owned subsidiary, acquired from Taxodium Energy, LLC, a Mississippi

limited liability company (“Taxodium”), 100% ownership, right, title and interest in certain properties located in

Mississippi and Alabama, including all oil and gas leases, interests, royalties, overriding royalties, subleases, fee estates,

net profit interest, and carried interests (collectively, “NONOP Assets”) pursuant to the Assignment, Bill of Sale

and Conveyance, dated October 31, 2022, executed by Taxodium.

This transaction became effective on October 1, 2022, for accounting

purposes, based on when the Company obtained control of the acquired assets.

December 2, 2022, the Company, through Barrister, acquired from Taxodium a 100% ownership, right, title and interests in additional

properties located in Mississippi, including certain wells, facilities, the oil gas and mineral leases, together with all surface

and subsurface and all operating rights, working interest, and net revenue interest arising out of such leases and rights (collectively,

“Buckley Assets”) pursuant to the Assignment, Bill of Sale and Conveyance, dated December 2, 2022, executed by Taxodium

and Barrister.

the Company acquired these new properties, including drilling wells, currently, these wells have very limited productions, not

sufficient for the Company to become profitable.

May 31, 2024, the Company, through Barrister, its wholly-owned subsidiary, completed the acquisition of certain various mineral

and oil and gas properties, lands and leases located in Mississippi and related assets from Liberty Operating Company, LLC (“Liberty”)

pursuant to the Assignment and Bill of Sale, entered into and executed by Barrister and Liberty on May 31, 2024.

The Acquisition

has an effective date of May 1, 2024, for accounting purposes.

August 29, 2024, the Company, through Barrister, its wholly-owned subsidiary, completed the acquisition of certain various mineral

and oil and gas properties, lands and leases located in Mississippi and related assets from Liberty pursuant to the Assignment

and Bill of Sale, entered into and executed by Barrister and Liberty on August 29, 2024.

The Acquisition has an effective date

of July 1, 2024, for accounting purposes.

Growth Strategy

The Company is seeking to acquire existing

underexploited conventional oil and natural gas producing properties and rights in the Gulf States Drill Region.

These properties

typically contain upside potential through operational efficiencies and recompletions to behind pipe zones.

Our long-term

goal is to create shareholder value by identifying and assembling a portfolio of low-risk assets with attractive economic profiles.

Our ability to implement our business plan is subject, in part, on our ability to timely raise adequate and affordable funding

from investors or lenders for establishing acquisitions.

Our first acquisition was Barrister, followed by the acquisition of NONOP

Assets and Buckley Assets in the fourth quarter of 2022.

Our efforts now involve raising sufficient working capital to make additional

acquisitions and perform planned well work on existing properties.

The Company seeks acquisitions that can

be obtained in exchange for the Company’s stock or under an earn-out arrangement.

Preference is given to existing producing

properties or companies wishing to divest all their assets.

The acquisition of a company that holds oil and leases rights has the

perceived advantages of acquiring several oil leases and rights and existing drilling operations with in-place management in a

single transaction.

Our teaming approach is also designed to

facilitate rapid growth by bringing necessary expertise into operations from available contractors.

Our ability to realize

profitability from oil and gas production may also depend upon the success of drill wells, engaging necessary operations expertise,

and market price for crude oil and natural gas remaining at attractive levels.

If we have adequate funding and/or sufficient cash

flow, then we may seek to drill for oil in other assignee or leasehold interests or, alternatively, in oil and gas assignee or

leasehold interests or properties owned by our potential affiliates or teaming partners.

The Company currently allows the purchasers

to market its crude oil and natural gas production, whether current or future, on a month-to-month basis.

If the production of oil increases from

the properties in which the Company obtains its oil rights, the Company will have to expand the marketing efforts by engaging a

person or firm to seek out new customers for the oil production in case the current customer base is unable or unwilling to purchase

increased oil production.

The cost means and extent of any enhanced future marketing effort will depend on the amount of increased

oil production, the then-current market for oil, and the potential customer base for the oil production.

If the existing customer

base will not purchase increased oil production, then the engagement of a dedicated marketing person who engages in direct marketing,

by telephone and internet, of potential customers for oil production may be required for the sale of any future increase of oil

Company is seeking to acquire existing underexploited conventional oil and natural gas producing properties and rights in the

Gulf States Drill Region.

These properties typically contain upside potential through operational efficiencies and recompletions

to behind pipe zones and infill drilling.

Our long-term goal is to create shareholder value by identifying and assembling

a portfolio of low-risk assets with attractive economic profiles.

Our ability to implement our business plan is subject, in part,

on our ability to timely raise adequate and affordable funding from investors or lenders for establishing acquisitions.

acquisition was Barrister, followed by the acquisition of NONOP Assets and Buckley Assets in the fourth quarter of 2022.

we acquired the non-operated interests of Liberty Operating Company, LLC in two separate fields located within Mississippi.

efforts now involve raising sufficient working capital to perform planned well work on existing properties in order to increase

gross production and cash flow.

Company will continue to seek acquisitions that can be obtained in exchange for the Company’s stock or under an earn-out

Preference is given to existing producing properties or companies wishing to divest all their assets.

The acquisition

of a company that holds oil and leases rights has the perceived advantages of acquiring several oil leases and rights and existing

drilling operations with in-place management in a single transaction.

teaming approach is also designed to facilitate rapid growth by bringing necessary expertise into operations from available contractors.

Our ability to realize profitability from oil and gas production may also depend upon the success of drill wells, engaging

necessary operations expertise, and market price for crude oil and natural gas remaining at attractive levels.

If we have adequate

funding and/or sufficient cash flow, then we may seek to drill for oil in other assignee or leasehold interests or, alternatively,

in oil and gas assignee or leasehold interests or properties owned by our potential affiliates or teaming partners.

currently allows the purchasers to market its crude oil and natural gas production, whether current or future, on a month-to-month

the production of oil increases from the properties in which the Company obtains its oil rights, the Company will have to expand

the marketing efforts by engaging a person or firm to seek out new customers for the oil production in case the current customer

base is unable or unwilling to purchase increased oil production.

The cost means and extent of any enhanced future marketing effort

will depend on the amount of increased oil production, the then-current market for oil, and the potential customer base for the

oil production.

If the existing customer base will not purchase increased oil production, then the engagement of a dedicated marketing

person who engages in direct marketing, by telephone and internet, of potential customers for oil production may be required for

the sale of any future increase of oil production.

of Contractors

Our strategy is to develop our assets in

a manner that generates sustainable cash flow and improves margins and operating efficiencies while improving our environmental,

social and governance and safety performance.

The Company relies on the extensive experience of William R.

Downs, our Chief Executive

Officer, who has more than 42 years of experience in the oil and gas industry.

In addition, the Company utilizes experienced contractors,

including former members of Barrister, with significant prior experience in oil and gas production in the Gulf States Drill Region

in the initial phases of implementing the business plan.

The Company believes that the use of these contractors is the most

efficient and cost-effective means of operations for a small independent oil and gas production company and is designed to allow

the Company to use experienced oil drilling and production personnel without the high overhead costs of hiring personnel as employees

of the Company.

Currently, we engage COP and Taxodium as our contractors to operate the limited oil and gas production drilling

and storage operations for the Company Oil Rights and to manage the Company’s drilling operations.

extensive experience with operations and administration in an independent oil and gas production company and rely on contract operators

to provide experienced personnel to handle all essential crude oil production on a day-to-day basis for the Company.

adequate funding, the Company intends to employ this teaming model strategy to help attract and retain experienced oil industry

engineering and production personnel to identify acquisitions and drill sites and then efficiently operate those wells to produce

oil at or above-average industry rate of efficiency in the Gulf States Drill Region.

While our drill sites are located on the

Gulf States Drill Region, which allows for drilling throughout the year, adverse weather conditions can impact drilling, completion,

and field operations, as well as third-party midstream and downstream pipeline operations, which can impact overall production

Seasonal anomalies can minimize or exaggerate the impact on these operations, while extreme weather events can materially

constrain our operations for short periods of time.

Title to Oil and Natural Gas Properties

It is customary in the oil and gas industry

to make only a preliminary review of title to undeveloped oil and natural gas leases at the time they are acquired and to obtain

more extensive title examinations at the time the Company is preparing to develop the undeveloped leases and when acquiring producing

strategy is to develop our assets in a manner that generates sustainable cash flow and improves margins and operating efficiencies

while improving our environmental, social and governance and safety performance.

The Company relies on the extensive experience

of William R.

Downs, our Chief Executive Officer, who has more than 42 years of experience in the oil and gas industry.

the Company utilizes experienced contractors, including former members of Barrister, who have significant oil and gas production

experience in the Gulf States Drill Region.

This approach is particularly valuable during the initial phases of implementing our

business plan.

We believe this contractor model is the most efficient and cost-effective way to operate as a small independent

oil and gas producer, enabling us to leverage expert drilling and production personnel without incurring the high overhead of

full-time employees.

Currently, we engage COP and Taxodium as our contractors to manage drilling storage and production operations

for our oil rights.

These contractors bring extensive experience with operational and administrative expertise and

provide the skilled personnel necessary to handle daily crude oil production.

With adequate funding, we plan to expand

this teaming model to attract and retain experienced oil industry engineers and production specialists.

Their role will be to

identify acquisitions and drill sites and operate wells efficiently to achieve industry-leading production rates.

drill sites in the Gulf States Drill Region allow for year-round drilling.

However, adverse weather conditions can affect drilling,

completion, and field operations, as well as third-party midstream and downstream pipeline operations, thereby influencing overall

production volumes.

which can impact overall production volumes.

Variations in seasonal weather patterns can either lessen or

intensify these impacts, and extreme weather events may temporarily constrain our operations.

to Oil and Natural Gas Properties

the oil and gas industry, it is customary to conduct only a preliminary review of title to undeveloped oil and natural gas leases

at acquisition.

More extensive title examinations are typically performed when we prepare to develop the leases or acquire producing

In future acquisitions, we will conduct title examinations on material portions of such properties in a manner generally

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The properties we have acquired may be subject to certain imperfections in title, encumbrances,

easements, servitudes or other restrictions, none of which, in management’s opinion, will in the aggregate materially restrict

our operations.

The Company competes with many large,

medium, and small-sized companies in the Gulf States Drill Region (including off-shore Gulf of Mexico) and adjacent areas which

have extensive operational histories, experienced oil and gas industry management, established market share, profitable operations,

and extensive potential oil and gas fields or leases to exploit and the cash or funding resources to explore new oil and gas fields

as well as acquire mature fields .

There is also an established oil and gas production

industry in northern Alaska and in North Dakota and western Canada.

Many of our competitors not only explore for and produce oil

and natural gas, but also have midstream and further downstream operations and market a variety of hydrocarbon products on a regional,

national or worldwide basis.

In addition, oil and natural gas compete with other forms of energy available to customers, primarily

based on price.

These alternate forms of energy include renewable sources such as wind or solar energy in addition to coal and

Changes in the availability or price of oil and natural gas or other forms of energy, as well as business conditions,

conservation, legislation, regulations and the ability to convert to alternate fuels and other forms of energy may affect the demand

for oil and natural gas.

The Company has a very limited history

of its business operation and is not able to match the resources, whether financial, technical, manpower, size of proven crude

oil reserves, and distribution channels, of its competition in the Gulf States Drill Region or elsewhere.

The Company’s

current oil production is not sufficient to concern or attract the attention of competitors, which allows it to operate as a small

producer of oil and gas without competitive pressures.

If we significantly increase oil production, we will face increasing

competition from other small independent oil producers selling limited amounts of oil.

Any increase in competitive pressures will

require investment in a full-time marketing effort by the Company.

Company Oil Rights

Description of Barrister Oil Properties

and Oil Production Operations .

The Company’s current oil and gas assets consist primarily of non-operating interest.

However, production from these assets has significantly improved the Company’s operating ability.

As shown in the tables below, production

has significantly improved due to the asset acquisitions in the fourth quarter of 2022.

However, the Company will not be able to

increase production until sufficient financial resources are obtained through potential debt and equity financing.

Additionally,

the Company may need to impair some of these assets if production cannot be restored.

The Smackover Trend .

Smackover trend is a belt of carbonate, evaporite, and clastic rocks of the Late Jurassic age that rims the Gulf Coast of the United

States from Texas, up to Arkansas, throughout Louisiana, Mississippi, Southwest Alabama, and the Florida panhandle.

Stratigraphic

and geochemical data indicate that the oil and gas were generated from algae-rich lime mudstones.

It was named after the

Smackover oil field, which was discovered in Union County, Arkansas, in 1937.

Current Barrister Energy Properties .

As of the date of this Annual Report, we own interests in 32 wells.

In the fourth quarter of 2022, we acquired interest in 29 of

easements, servitudes or other restrictions, none of which, in management’s opinion, will materially restrict our operations.

Company competes with many companies of all sizes in the Gulf States Drill Region and adjacent areas.

Many of these competitors

have extensive operational histories, seasoned management, established market share, and profitable operations.

They also possess

significant oil and gas fields or leases to exploit and the funding to explore new fields or acquire mature ones .

There is also an established oil and gas production industry in northern Alaska and in North Dakota and western Canada.

our competitors not only explore for and produce oil and natural gas, but also have midstream and further downstream operations

and market a variety of hydrocarbon products on a regional, national or worldwide basis.

In addition, oil and natural gas compete

with other forms of energy available to customers, primarily based on price.

Oil and natural gas compete with alternative energy

sources—such as wind, solar, coal, and fuel oils—primarily on price.

Changes in energy availability, pricing, market

conditions, and regulatory factors may affect demand.

Company has a limited operating history of its business operation and lacks the financial, technical, and manpower resources,

proven crude oil reserves, and distribution channels of its competitors.

The Company’s current production levels are

modest enough that they do not attract significant attention from competitors, which allows it to operate as a small producer

of oil and gas without competitive pressures.

If oil production increase significantly, we may face stiffer competition

from other small independent oil producers.

Any increase in competitive pressure would likely necessitate a dedicated, full-time

marketing effort.

of Oil Properties and Oil Production Operations .

The Company’s current oil and gas assets primarily consist

of non-operating interests.

Nevertheless, production from these assets has significantly enhanced our operational capability.

shown in the tables below, production has significantly improved following the asset acquisitions in the fourth quarter of 2022.

However, the Company will not be able to increase production until sufficient financial resources are secured through debt and

equity financing.

Additionally, if production levels cannot be restored to previous benchmarks, the Company may need to write

down some of these assets.

Smackover Trend .

The Smackover trend is a belt of Late Jurassic carbonate, evaporite, and clastic rocks that

rims the Gulf Coast of the United States.

It spans from Texas to Arkansas and extends through Louisiana, Mississippi, Southwest

Alabama, and the Florida panhandle.

Stratigraphic and geochemical data indicate that the oil and gas were generated from

algae-rich lime mudstones.

The trend was named after the Smackover oil field, which was discovered in Union County, Arkansas,

Barrister Energy Properties .

As of the date of this Annual Report, we have interests in 55 wells.

In the fourth

quarter of 2022, we acquired interest in 29 of those wells.

In the second and third quarters of 2024, we acquired interest in

15 and 9 of those wells, respectively.

table below summarizes production, average production prices, and average production costs by final product sold for the last

16 unchanged sentences

to an oil-equivalent basis at six million cubic feet per one thousand barrels .

(1) The production cost (per BOE) for the year ended December 31, 2022 was updated to reflect certain

lease operating expenses not previously included in the calculation.

The production cost

(per BOE) for the year ended December 31, 2022 was updated to reflect certain lease operating expenses not previously included

in the calculation.

and Gas Properties, Wells, Operations, and Acreage

1 unchanged sentence

Year-End 2022

Year-End 2021

Gross and Net Productive Wells

Consolidated Subsidiaries

United States

Total Consolidated Subsidiaries

Total gross and net productive wells

Consolidated Subsidiaries

and net productive wells

and Net Developed Acreage

Year-End 2022

Year-End 2021

Gross and Net Developed Acreage

Consolidated Subsidiaries

United States

Total Consolidated Subsidiaries

Total gross and net developed acreage

Consolidated Subsidiaries

and net developed acreage

acreage data for oil and gas are not maintained because, in many instances, both are produced from the same acreage.

1 unchanged sentence

Year-End 2022

Year-End 2021

Gross and Net Undeveloped Acreage

Consolidated Subsidiaries

United States

Total Consolidated Subsidiaries

Total gross and net undeveloped acreage

Consolidated Subsidiaries

and net undeveloped acreage

acreage data for oil and gas are not maintained because, in many instances, both are produced from the same acreage.

investment in developed and undeveloped acreage is comprised of numerous leases.

The List of Leases is included as Exhibit 99.1

to this Annual Report.

The terms and conditions under which the Company maintains exploration and production rights to the acreage

are property-specific, contractually defined, and vary significantly from property to property.

Work programs are designed to

ensure that the exploration potential of any property is thoroughly evaluated before expiration.

In some instances, we may elect

to relinquish acreage in advance of the contractual expiration date if the evaluation process is complete and there is not a business

basis for the extension.

In cases where additional time may be required to evaluate acreage fully, the Company has generally been

successful in obtaining extensions.

The scheduled expiration of leases and concessions for undeveloped acreage over the next three

years is not expected to have a material adverse effect on the Company.

Oil and natural gas operations such as

ours are subject to various types of legislation, regulation, and other legal requirements enacted by governmental authorities.

This legislation and regulation affecting the oil and natural gas industry are under constant review for amendment or expansion.

investment in developed and undeveloped acreage comprises numerous leases.

The List of Leases is included as Exhibit 99.1 to this

Annual Report.

The terms and conditions under which the Company maintains exploration and production rights to the acreage are

property-specific, contractually defined, and vary significantly by property.

Work programs are designed to ensure that the exploration

potential of any property is thoroughly evaluated before expiration.

In some instances, we may elect to relinquish acreage in

advance of the contractual expiration date if the evaluation process is complete and there is not a business justification for

an extension.

In cases where additional time may be required to evaluate acreage fully, the Company has generally been successful

in obtaining extensions.

The scheduled expiration of leases and concessions for undeveloped acreage over the next three years

is not expected to have a material adverse effect on the Company.

and natural gas operations such as ours are subject to various types of legislation, regulation, and other legal requirements

enacted by governmental authorities.

This legislation and regulation affecting the oil and natural gas industry are under constant

review for amendment or expansion.

Some of these requirements carry substantial penalties for failure to comply.

The regulatory burden on the oil and natural gas

industry increases our cost of doing business and, consequently, can affect our profitability.

Because these laws, rules and regulations

are frequently amended or reinterpreted and new laws, rules and regulations are promulgated, we are unable to predict the future

cost or impact of complying with the laws, rules and regulations to which we are, or will become, subject.

The regulatory

burden on the oil and natural gas industry increases our cost of doing business and, consequently, can affect our profitability.

Because these laws, rules and regulations are frequently amended or reinterpreted and new laws, rules and regulations are promulgated,

we are unable to predict the future cost or impact of complying with the laws, rules and regulations to which we are, or will

be required to comply.

of Drilling and Production

The production of oil and natural gas

is subject to regulation under a wide range of local, state, and federal statutes, rules, orders, and regulations.

Federal, state,

and local statutes and regulations require permits for drilling operations, drilling bonds, and reports concerning operations.

The trend in oil and natural gas regulation has been to increase regulatory restrictions and limitations on such activities.

changes in, or more stringent enforcement of, these laws and regulations may result in delays or restrictions in permitting or

development of projects or more stringent or costly construction, drilling, water management or completion activities or waste

handling, storage, transport, remediation, or disposal emission or discharge requirements which could have a material adverse

effect on the Company.

production of oil and natural gas is subject to regulation under a wide range of local, state, and federal statutes, rules, orders,

and regulations.

Federal, state, and local statutes and regulations require permits for drilling operations, drilling bonds, and

reports concerning operations.

The trend in oil and natural gas regulation has been to increase regulatory restrictions and limitations

on such activities.

Any changes in, or more stringent enforcement of, these laws and regulations may result in delays or restrictions

in permitting or development of projects or more stringent or costly construction, drilling, water management or completion activities

or waste handling, storage, transport, remediation, or disposal emission or discharge requirements which could have a material

adverse effect on the Company.

In January 2021, the Biden administration issued:

(1) an order signed by the acting Secretary of the Interior

providing for a 60-day pause (ii) an executive order signed by President Biden instruction the Department of the Interior to pause

new oil and natural gas leases on public lands pending completion of a comprehensive review and consideration of federal oil and

natural gas permitting and leasing practices (together, the “Biden Administration Federal Lease Orders”).

(1) an order signed by the acting Secretary of

the Interior providing for a 60-day pause (ii) an executive order signed by President Biden instruction the Department of the

Interior to pause new oil and natural gas leases on public lands pending completion of a comprehensive review and consideration

of federal oil and natural gas permitting and leasing practices (together, the “Biden Administration Federal Lease Orders”).

District Court for the District of Louisiana enjoined the pause within 13 states, including Texas, in August 2022.

The Department

of the Interior has recently resumed lease sales in several states.

On January 20, 2021, the Biden Administration issued (i) an

order providing for a 60-day moratorium on new oil and gas leasing and drilling permits on federal land, limiting the authority

Department of the Interior has recently resumed lease sales in several states.

On January 20, 2021, the Biden Administration issued

(i) an order providing for a 60-day moratorium on new oil and gas leasing and drilling permits on federal land, limiting the authority

of local offices of the BLM to issue new leases and grant federal drilling permits and certain extensions, sundries, rights-of-way

5 unchanged sentences

240 net acres, these actions could have a material adverse effect on the Company and our industry.

Currently, all our properties and operations

are in Alabama and Mississippi, which has regulations governing conservation matters, such as the unitization or pooling of oil

and natural gas properties, the establishment of maximum allowable rates of production from oil and natural gas wells, the regulation

of well spacing, and plugging and abandonment of wells.

The effect of these regulations is to limit the amount of oil and natural

gas that we can produce from our wells and to limit the number of wells or the locations at which we can drill, although we can

apply for exceptions to such regulations or to have reductions in well spacing.

Moreover, Alabama and Mississippi impose a production

or severance tax with respect to the production and sale of oil, natural gas, and natural gas liquids within their jurisdictions.

Failure to comply with these rules and regulations can result in substantial penalties.

Our competitors in the oil and natural

gas industry are subject to the same regulatory requirements and restrictions that affect our operations.

all our properties and operations are in Alabama and Mississippi, which have regulations governing conservation matters, such

as the unitization or pooling of oil and natural gas properties, the establishment of maximum allowable rates of production from

oil and natural gas wells, the regulation of well spacing, and plugging and abandonment of wells.

The effect of these regulations

is to limit the amount of oil and natural gas that we can produce from our wells and to limit the number of wells or the locations

at which we can drill, although we can apply for exceptions to such regulations or to have reductions in well spacing.

Alabama and Mississippi impose a production or severance tax with respect to the production and sale of oil, natural gas, and

natural gas liquids within their jurisdictions.

Failure to comply with these rules and regulations can result in substantial

Our competitors in the oil and natural gas industry are subject to the same regulatory requirements and restrictions

that affect our operations.

of Transportation of Oil

50 unchanged sentences

any way that is of material difference from those of our competitors.

Environmental, Health and Safety Regulations

The exploration, development, production,

gathering and processing of oil and natural gas are subject to various federal, state and local environmental laws and regulations.

These laws and regulations can increase the costs of planning, designing, drilling, completing and operating oil and natural gas

wells, midstream facilities and produced water injection and disposal wells.

Our activities are subject to a variety of environmental

laws and regulations, including, but not limited to:

the Oil Pollution Act of 1990 (the “OPA 90”), the Clean Water

Act (the “CWA”), the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”),

the Resource Conservation and Recovery Act (“RCRA”), the Clean Air Act (the “CAA”) and the Occupational

Safety and Health Act (“OSHA”), as well as comparable state statutes and regulations.

We also may be subject to regulations

governing the handling, transportation, storage and disposal of wastes generated by our activities and naturally occurring radioactive

materials (“NORM”) that may result from our oil and natural gas operations.

Administrative, civil and criminal fines

and penalties may be imposed for noncompliance with these environmental laws and regulations, and violations and liability with

respect to these laws and regulations could also result in remedial clean-ups, natural resource damages, permit modifications or

revocations, operational interruptions or shutdowns and other liabilities.

Additionally, these laws and regulations require the

acquisition of permits or other governmental authorizations before undertaking some activities, may limit or prohibit other activities

because of protected wetlands, areas or species and require investigation and cleanup of pollution.

These laws, rules and regulations

may also restrict the production rate of oil and natural gas or limit the injection of produced water into disposal wells below

the rates that would otherwise be possible.

We expect to remain in compliance in all material respects with currently applicable

environmental laws and regulations and do not expect that these laws and regulations will have a material adverse impact on the

The OPA 90 and its regulations impose requirements

on “responsible parties” related to the prevention of crude oil spills and liability for damages resulting from oil

spills into or upon navigable waters, adjoining shorelines or on the exclusive economic zone of the United States.

A “responsible

party” under the OPA 90 may include the owner or operator of an onshore facility.

The OPA 90 subjects responsible parties

to strict, joint and several financial liability for removal and remediation costs and other damages, including natural resource

damages, caused by an oil spill that is covered by the statue.

Failure to comply with the OPA 90 may subject a responsible party

to civil or criminal enforcement action.

The CWA and comparable state laws impose

restrictions and strict controls regarding the discharge of produced waters, fill materials and other materials into navigable

These controls have become more stringent over the years, and it is possible that additional restrictions will be imposed

in the future.

Permits are required to discharge pollutants into certain state and federal waters and to conduct construction activities

in those waters and wetlands.

The CWA and comparable state statutes provide for civil, criminal and administrative penalties for

any unauthorized discharges of oil and other pollutants and impose liability for the costs of removal or remediation of contamination

resulting from such discharges.

In September 2015, a rule issued by the EPA and U.S.

Army Corp of Engineers (the “Corps”)

to revise the definition of “waters of the United States” (“WOTUS”) for all CWA programs, thereby defining

the scope of the EPA’s and the Corp’s jurisdiction, became effective.

The EPA rescinded this rule in 2019 and promulgated

the Navigable Waters Protection Rule (the “NWPR”) in 2020.

The NWPR was viewed as narrowing the scope of WOTUS as compared

to the 2015 rule.

Environmental,

Health and Safety Regulations

exploration, development, production, gathering and processing of oil and natural gas are subject to various federal, state and

local environmental laws and regulations.

These laws and regulations can increase the costs of planning, designing, drilling,

completing and operating oil and natural gas wells, midstream facilities and produced water injection and disposal wells.

activities are subject to a variety of environmental laws and regulations, including, but not limited to:

the Oil Pollution Act

of 1990 (the “OPA 90”), the Clean Water Act (the “CWA”), the Comprehensive Environmental Response, Compensation,

and Liability Act (“CERCLA”), the Resource Conservation and Recovery Act (“RCRA”), the Clean Air Act (the

“CAA”) and the Occupational Safety and Health Act (“OSHA”), as well as comparable state statutes and regulations.

We also may be subject to regulations governing the handling, transportation, storage and disposal of wastes generated by our

activities and naturally occurring radioactive materials (“NORM”) that may result from our oil and natural gas operations.

Administrative, civil and criminal fines and penalties may be imposed for noncompliance with these environmental laws and regulations,

and violations and liability with respect to these laws and regulations could also result in remedial clean-ups, natural resource

damages, permit modifications or revocations, operational interruptions or shutdowns and other liabilities.

Additionally, these

laws and regulations require the acquisition of permits or other governmental authorizations before undertaking some activities,

may limit or prohibit other activities because of protected wetlands, areas or species and require investigation and cleanup of

These laws, rules and regulations may also restrict the production rate of oil and natural gas or limit the injection

of produced water into disposal wells below the rates that would otherwise be possible.

We expect to remain in compliance in all

material respects with currently applicable environmental laws and regulations and do not expect that these laws and regulations

will have a material adverse impact on the Company.

OPA 90 and its regulations impose requirements on “responsible parties” related to the prevention of crude oil spills

and liability for damages resulting from oil spills into or upon navigable waters, adjoining shorelines or on the exclusive economic

zone of the United States.

A “responsible party” under the OPA 90 may include the owner or operator of an onshore

The OPA 90 subjects responsible parties to strict, joint and several financial liability for removal and remediation

costs and other damages, including natural resource damages, caused by an oil spill that is covered by the statue.

comply with the OPA 90 may subject a responsible party to civil or criminal enforcement action.

CWA and comparable state laws impose restrictions and strict controls regarding the discharge of produced waters, fill materials

and other materials into navigable waters.

These controls have become more stringent over the years, and it is possible that additional

restrictions will be imposed in the future.

Permits are required to discharge pollutants into certain state and federal waters

and to conduct construction activities in those waters and wetlands.

The CWA and comparable state statutes provide for civil,

criminal and administrative penalties for any unauthorized discharges of oil and other pollutants and impose liability for the

costs of removal or remediation of contamination resulting from such discharges.

In September 2015, a rule issued by the EPA and

Army Corp of Engineers (the “Corps”) to revise the definition of “waters of the United States” (“WOTUS”)

for all CWA programs, thereby defining the scope of the EPA’s and the Corp’s jurisdiction, became effective.

rescinded this rule in 2019 and promulgated the Navigable Waters Protection Rule (the “NWPR”) in 2020.

viewed as narrowing the scope of WOTUS as compared to the 2015 rule.

In August 2021, the U.S.

District Court for the District of Arizona vacated and remanded the NWPR.

18, 2023, the EPA and the Corps jointly issued a final rule revising the definition of WOTUS that largely returned to the pre-2015

regulatory regime.

District Court for the District

of Arizona vacated and remanded the NWPR.

On January 18, 2023, the EPA and the Corps jointly issued a final rule revising the

definition of WOTUS that largely returned to the pre-2015 regulatory regime.

On September 8, 2023, the U.S.

Supreme Court issued a decision limiting the scope of federal jurisdiction over

wetlands only to those that have a continuous surface connection to water bodies.

On August 29, 2023, the EPA and the Corps jointly

issued a final rule, effective immediately, aligning the regulatory definition of WOTUS with the Supreme Court’s ruling.

CERCLA, also known as the “Superfund”

law, imposes liability, without regard to fault or the legality of the original conduct, on various classes of persons that are

considered to have contributed to the release of a “hazardous substance” in the environment.

These persons include

the owner or operator of the site where the release occurred and companies that disposed of, or arranged for the disposal of, the

hazardous substances found at the site.

Persons who are responsible for releases of hazardous substances under CERCLA may be subject

to joint and several liability for the costs of cleaning up the hazardous substances and for damages to natural resources.

it is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly

caused by hazardous substances released into the environment.

Although CERCLA generally exempts petroleum from the definition of

hazardous substances, our operations may in the future, involve the use or handling of materials that are classified as hazardous

substances under CERCLA.

Each state also has environmental cleanup laws analogous to CERCLA.

RCRA and comparable state and local

statues govern the management, including treatment, storage and disposal, of both hazardous and nonhazardous solid wastes.

wastes are subject to more stringent and costly disposal requirements than nonhazardous wastes.

The CAA, as amended,

restricts the emission of air pollutants from many sources, including oil and natural gas production.

In addition, certain states

have comparable legislation, which may be more restrictive than the CAA.

These laws and any implementing regulations impose stringent

air permit requirements and require us to obtain pre-approval for the construction or modification of certain projects or facilities

expected to produce air emissions, or to use specific equipment or technologies to control emissions.

Federal and state regulatory

agencies can impose administrative, civil and criminal penalties for non-compliance with air permits or other requirements of the

CAA and associated state laws and regulations.

On August 16, 2022, the Inflation Reduction Act created the Methane Emissions Reduction

Program to incentivize methane emission reductions and impose a fee on greenhouse gas emissions from certain facilities that exceed

specified emissions levels.

Supreme Court issued

a decision limiting the scope of federal jurisdiction over wetlands only to those that have a continuous surface connection to

water bodies.

On August 29, 2023, the EPA and the Corps jointly issued a final rule, effective immediately, aligning the regulatory

definition of WOTUS with the Supreme Court’s ruling.

also known as the “Superfund” law, imposes liability, without regard to fault or the legality of the original conduct,

on various classes of persons that are considered to have contributed to the release of a “hazardous substance” in

the environment.

These persons include the owner or operator of the site where the release occurred and companies that disposed

of, or arranged for the disposal of, the hazardous substances found at the site.

Persons who are responsible for releases of hazardous

substances under CERCLA may be subject to joint and several liability for the costs of cleaning up the hazardous substances and

for damages to natural resources.

In addition, it is not uncommon for neighboring landowners and other third parties to file claims

for personal injury and property damage allegedly caused by hazardous substances released into the environment.

Although CERCLA

generally exempts petroleum from the definition of hazardous substances, our operations may in the future, involve the use or

handling of materials that are classified as hazardous substances under CERCLA.

Each state also has environmental cleanup laws

analogous to CERCLA.

RCRA and comparable state and local statues govern the management, including treatment, storage and disposal,

of both hazardous and nonhazardous solid wastes.

Hazardous wastes are subject to more stringent and costly disposal requirements

than nonhazardous wastes.

CAA, as amended, restricts the emission of air pollutants from many sources, including oil and natural gas production.

certain states have comparable legislation, which may be more restrictive than the CAA.

These laws and any implementing regulations

impose stringent air permit requirements and require us to obtain pre-approval for the construction or modification of certain

projects or facilities expected to produce air emissions, or to use specific equipment or technologies to control emissions.

and state regulatory agencies can impose administrative, civil and criminal penalties for non-compliance with air permits or other

requirements of the CAA and associated state laws and regulations.

On August 16, 2022, the Inflation Reduction Act created the

Methane Emissions Reduction Program to incentivize methane emission reductions and impose a fee on greenhouse gas emissions from

certain facilities that exceed specified emissions levels.

Internationally,

20 unchanged sentences

On December 2, 2023, the EPA issued a prepublication

version of a final rule to regulate emissions from oil and natural gas sources that includes NSPS to limit greenhouse gas and volatile

organic compound emissions for new, modified or reconstructed sources, as well as emissions guidelines for states to follow when

establishing plans to limit methane emissions from existing sources.

Additionally, on November 17, 2023, the EPA issued a final

rule that enables states to implement more stringent methane emissions standards than the federal guidelines require.

example, in January 2023, the EPA announced a proposed consent decree that, if finalized as proposed, would establish a December

10, 2024 deadline for the EPA to review and propose revisions to the National Emission Standards for Hazardous Air Pollutants (“NESHAP”)

for oil and natural gas production facilities and natural gas transmission and storage facilities, which may require us to make

additional changes to our operations.

Legislative and regulatory initiatives related to climate change and greenhouse gas emissions

could, and likely would, require us to incur increased operating costs adversely affecting our profits and could adversely affect

demand for the oil and natural gas we produce, depressing the prices we receive for oil and natural gas.

version of a final rule to regulate emissions from oil and natural gas sources that includes NSPS to limit greenhouse gas and

volatile organic compound emissions for new, modified or reconstructed sources, as well as emissions guidelines for states to

follow when establishing plans to limit methane emissions from existing sources.

Additionally, on November 17, 2023, the EPA issued

a final rule that enables states to implement more stringent methane emissions standards than the federal guidelines require.

As another example, in January 2023, the EPA announced a proposed consent decree that, if finalized as proposed, would establish

a December 10, 2024 deadline for the EPA to review and propose revisions to the National Emission Standards for Hazardous Air

Pollutants (“NESHAP”) for oil and natural gas production facilities and natural gas transmission and storage facilities,

which may require us to make additional changes to our operations.

Legislative and regulatory initiatives related to climate change

and greenhouse gas emissions could, and likely would, require us to incur increased operating costs adversely affecting our profits

and could adversely affect demand for the oil and natural gas we produce, depressing the prices we receive for oil and natural

the course of our routine oil and natural gas operations, surface spills and leaks, including casing leaks, of oil, produced water

7 unchanged sentences

governing the handling, treatment, storage and disposal of NORM.

We are subject

to the requirements of OSHA and comparable state statutes.

The OSHA Hazard Communication Standard, the “community right-to-know”

regulations under Title III of the federal Superfund Amendments and Reauthorization Act and similar state statutes require us to

organize information about hazardous materials used, released or produced in our operations.

Certain of this information must be

provided to employees, state and local governmental authorities and local citizens.

We are also subject to the requirements and

reporting set forth in OSHA workplace standards.

are subject to the requirements of OSHA and comparable state statutes.

The OSHA Hazard Communication Standard, the “community

right-to-know” regulations under Title III of the federal Superfund Amendments and Reauthorization Act and similar state

statutes require us to organize information about hazardous materials used, released or produced in our operations.

this information must be provided to employees, state and local governmental authorities and local citizens.

We are also subject

to the requirements and reporting set forth in OSHA workplace standards.

have not in the past been, and do not anticipate in the near future to be, required to expend amounts that are material in relation

to our total capital expenditures as a result of environmental laws and regulations, but since these laws and regulations are periodically

amended, we are unable to predict the ultimate cost of compliance.

We have no assurance that more stringent laws and regulations

protecting the environment will not be adopted or that we will not otherwise incur material expenses in connection with environmental

laws and regulations in the future.

to our total capital expenditures as a result of environmental laws and regulations, but since these laws and regulations are

periodically amended, we are unable to predict the ultimate cost of compliance.

We have no assurance that more stringent laws

and regulations protecting the environment will not be adopted or that we will not otherwise incur material expenses in connection

with environmental laws and regulations in the future.

We may be unable to pass on such increased compliance costs to our customers.

Executive Offices

principal executive office is located at 3033 Wilson Boulevard, Suite E-605, Arlington, Virginia 22201, in Arlington County outside

of Washington, D.C., and our telephone number is (703) 479-8538.

We rent our principal executive offices under a month-to-month

lease for a monthly rental of $50.

The Company website is www.cojaxoilandgas.com.

have two full-time employees:

principal executive office is located at 4830 Line Avenue, Suite 152, Shreveport, Louisiana, 71106, and our telephone number is

(703) 479-8538.

We rent our principal executive offices under a month-to-month lease for a monthly rental of $26.

website is www.cojaxoilandgas.com.

currently have two full-time employees:

William Downs, our Chief Executive Officer, and Jeffrey J.

Guzy, our Chief Financial Officer.

officers devote the number of hours necessary to perform their duties, and each officer, in his sole discretion, determines the

extent of the time commitment.

The officers devote the number of hours necessary to perform their duties, and each officer, in his sole discretion, determines

the extent of the time commitment.

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

What changed 10-K

Item 1. Business