What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-03-31 compared with 2024-03-26 · 252 added, 308 removed, 496 unchanged (53% of the section changed)

4 unchanged sentences

Consolidated Statements of Operations for the years ended December 31, 2024, and December 31, 2023

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

Statements of Stockholders’ Equity for the years ended December 31, 2024, and 2023

Consolidated Statements of Cash Flows for the years ended December 31, 2024, and December 31, 2023

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

To the Board of Directors and Stockholders

CoJax Oil and Gas Corporation

Opinion on the Consolidated Financial

We have audited the accompanying consolidated

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

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

referred to as the "consolidated financial statements").

In our opinion, the consolidated financial statements present

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

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

United States of America.

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

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

Going Concern

The accompanying consolidated

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

As discussed in Note 2 to the consolidated

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

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

doubt about its ability to continue as a going concern.

Management’s plans regarding these matters are also described in

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

Basis for Opinion

These consolidated financial statements

are the responsibility of the Company’s management.

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

financial statements based on our audit.

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

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

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

We conducted our audit in accordance with

the standards of the PCAOB.

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

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

The Company is not required

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

As part of our audit, we are

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

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

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and Stockholders

Oil and Gas Corporation

on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheet of CoJax Oil and Gas Corporation (the Company) as of December 31, 2024,

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

31, 2024, and the related notes (collectively referred to as the "consolidated financial statements").

In our opinion,

the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2024, and the results of its operations and its cash flows for each the year ended December 31, 2024, in conformity with accounting

principles generally accepted in the United States of America.

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

in Note 2 to the consolidated financial statements, the Company has yet to achieve profitable operations, has negative cash flows

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

of which raises substantial doubt about its ability to continue as a going concern.

Management’s plans regarding these matters

are also described in Note 2.

The consolidated financial statements do not include any adjustments that might result from the

outcome of this uncertainty.

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

Our responsibility is to express an

opinion on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered

with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to

the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and

Exchange Commission and the PCAOB .

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

Those standards require that we plan and perform the audit

to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether

due to error or fraud.

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

financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting,

but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing

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

and performing procedures that respond to those risks.

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

the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles

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

audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

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

Such procedures included examining, on a test basis,

evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the

accounting principles used and the significant estimates made by management, as well as evaluating the overall presentation of

the consolidated financial statements.

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

Critical Audit Matter

The critical audit matter

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

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

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

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

The communication

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

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

accounts or disclosures to which it relates.

Oil and gas properties

As described in Notes 3, 5 and 12

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

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

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

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

third party experts.

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

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

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

We identified the evaluation

of oil and gas properties as a critical audit matter.

Our audit procedures related to the

estimation of proved reserves included the following, among others.

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

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

(1) relates to accounts or disclosures that

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

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken

as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit

matter or on the accounts or disclosures to which it relates.

and gas properties

described in Notes 3 and 5 to the consolidated financial statements, the Company accounts for its oil and gas properties using

the successful efforts method of accounting which requires management to estimate reserve volumes and future net revenues to assess

if there are indications the carrying value of certain properties exceed the fair value and if so, determine the fair value of

its oil and gas properties.

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

and assumptions, and rely on third party experts.

In addition, the estimation of reserves is also impacted by management’s

judgments and estimates regarding the financial performance of wells associated with reserves to determine if wells are expected,

with reasonable certainty, to be economical under the pricing assumptions required in the impairment evaluation and measurements.

We identified the evaluation of oil and gas properties as a critical audit matter.

audit procedures related to the estimation of proved reserves included the following, among others.

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

1 unchanged sentence

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

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

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

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

from the Company’s accounting records.

These assumptions included historical pricing differentials, current and future operating

costs, estimated future capital costs, and ownership interests.

/s/ M&K CPAS, PLLC

These assumptions included historical pricing differentials, current and future

operating costs, estimated future capital costs, and ownership interests.

M&K CPAS, PLLC

We have served as the Company’s auditor since 2024

The Woodlands, TX

have served as the Company’s auditor since 2024

Woodlands, TX

March 31, 2025

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

of Directors and Shareholders of CoJax Oil and Gas Corporation:

on the Financial Statements

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

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

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

In our opinion, the financial statements

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

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

in the United States of America.

These financial

statements are the responsibility of the Company’s management.

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

financial statements based on our audit.

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

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

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

our audit in accordance with the standards of the PCAOB.

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

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

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

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

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

we express no such opinion.

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

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

Such procedures included examining on a test basis, evidence

regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles

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

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

/s/ Sadler, Gibb & Associates,

November 17, 2023

We served as the Company’s

auditor from 2022 through January 4, 2024.

Oil and Gas Corporation

4 unchanged sentences

Accounts receivable

Prepaid expenses

Total current assets

22 unchanged sentences

Accumulated deficit

( 10,764,041 )

( 9,134,139 )

Total stockholders’ equity

3 unchanged sentences

Statements of Operations

For the Year Ended

December 31, 2023

December 31, 2022

Operating costs and expenses:

6 unchanged sentences

( 1,608,945 )

( 6,278,331 )

Other income (expense):

Gain on forgiveness of debt

Other income and expense

1 unchanged sentence

Total other income (expense)

$ ( 1,629,902 )

$ ( 6,237,615 )

Net loss per common share - basic and diluted

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

See accompanying notes to consolidated financial statements.

See accompanying notes to consolidated financial

Oil and Gas Corporation

4 unchanged sentences

Balance, December 31,

$ ( 2,896,524 )

Common stock issued

Preferred shares issued

for accrued officer compensation

Shares issued for acquisitions

loss for the year ending December 31, 2022

$ ( 6,237,615 )

Common stock issued for services

Preferred shares issued for accrued officer

Cash received for stock subscriptions payable

Net loss for the

year ending December 31, 2023

Balance, December 31, 2023

$ ( 9,134,139 )

Common stock issued

Preferred stock issued

for accrued officer compensation

Cash received for stock

subscriptions payable

loss for the year ending December 31, 2023

( 1,629,902 )

December 31, 2023

$ ( 10,764,041 )

Common stock issued for services

Conversion of preferred stock to common stock

Common stock issued for acquisition

Net loss for the

year ending December 31, 2024

Balance, December

accompanying notes to consolidated financial statements.

1 unchanged sentence

Statements of Cash Flows

December 31, 2023

December 31, 2022

Operating Activities:

1 unchanged sentence

$ ( 1,629,902 )

Adjustments to reconcile net loss to net cash used in operating activities:

Adjustments to reconcile net loss to net cash provided by (used in) operating

Impairment loss on oil and gas properties

Depletion expense

Gain on forgiveness of debt

Accretion of asset retirement obligations

6 unchanged sentences

Investing Activities:

Net cash used in investment activities

Net cash provided by investment activities

Financing Activities:

Proceeds from loans payable – related party

Payments of loans payable - related party

1 unchanged sentence

Proceeds for stock subscriptions payable

Net cash provided by (used in) financing activities

Net cash used in financing activities

Net change in cash

1 unchanged sentence

Cash - end of period

Supplemental disclosure of non-cash operating activities:

Cash paid for interest

Cash paid for taxes

Supplemental disclosure of non-cash investing and financing activities:

1 unchanged sentence

Preferred stock issued for accrued compensation

Cash paid for interest

Cash paid for taxes

Common shares issued upon conversion of Series A Preferred shares

ARO assumed from acquisitions

Change in estimate of ARO Asset and related liability

accompanying notes to consolidated financial statements.

15 unchanged sentences

operating in the area.

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

the periods covered by this current report.

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

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

The company runs all operations of its current

acquisitions through Barrister Energy LLC, the operational subsidiary.

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

prior to the periods covered by this current report.

The company has begun to acquire assignments of hydrocarbon revenues

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

The company runs all operations

of its current acquisitions through Barrister Energy LLC, the operational subsidiary.

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

34 unchanged sentences

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.

All significant

intercompany accounts and transactions have been eliminated in consolidation.

preparation of financial statements in conformity U.S.

49 unchanged sentences

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

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

respectively, on oil and gas properties.

the years ended December 31, 2024, and 2023, the Company recorded impairments of $ 922,932 and $ 875,400 , respectively, on oil and

gas properties.

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

39 unchanged sentences

of December 31, 2024, and 2023.

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

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

The Company accounts for revenue under ASC 606 “Revenue

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

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

and collectability is reasonably assured.

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

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

of oil and natural gas to its customers.

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

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

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

Company accounts for revenue under ASC 606 “Revenue from Contracts with Customers.” Under ASC 606, oil and natural

gas sales revenues are recognized when control of the product is transferred to the customer, the performance obligations under

the terms of the contracts with customers are satisfied and collectability is reasonably assured.

All the Company’s oil

and natural gas sales are made under contracts with customers.

The performance obligations for the Company’s contracts with

customers are satisfied at a point in time through the delivery of oil and natural gas to its customers.

Accordingly, the Company’s

contracts do not give rise to contract assets or liabilities.

The Company typically receives payment within 90 days of the month

The Company’s contracts for oil and natural gas sales are standard industry contracts that include variable

consideration based on the monthly index price and adjustments that may include counterparty-specific provisions related to volumes,

price differentials, discounts, and other adjustments and deductions.

consist of the following:

December 31, 2023

December 31, 2022

Crude oil revenues

Total revenues

Accounts Receivable

Accounts receivable consists of oil

and natural gas receivables.

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

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

The Company did not recognize any write-offs

during the years ended December 31, 2023 and 2022.

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

receivable consists of oil and natural gas receivables.

Ongoing evaluations of collectability are performed and an allowance for

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

did not recognize any write-offs during the years ended December 31, 2024, and 2023.

The allowance for doubtful accounts is $ 0

as of December 31, 2024, and 2023.

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

41 unchanged sentences

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

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

As of December 31, 2024, and 2023,

the Company had 0 and 1,050,000 potentially dilutive common shares outstanding, respectively.

Retirement Obligations

30 unchanged sentences

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

Company operates in one reportable segment engaged in the acquisition, exploration, and production of oil and natural gas properties

in the Gulf States Drilling Region.

Company’s chief operating decision maker (“CODM”) is the President and Chief Executive Officer as he maintains

responsibility for assessment of the Company’s performance and decision making regarding resource allocation.

gross profit (loss) is the performance measure used by the CODM to evaluate the segment’s performance and allocate capital

and to monitor budget versus actual results.

The information regularly provided to the CODM on the segment’s revenues and

significant expenses aligns with the categories presented in the Consolidated Statements of Income.

Furthermore, the segment’s

assets are reported on the Consolidated Balance Sheets as total assets.

4 – RECENT ACCOUNTING PRONOUNCEMENTS

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

on the Company’s present or future financial statements.

November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The ASU requires enhanced disclosures

about significant segment expenses that are regularly provided to the Chief Operating Decision Maker and included in each reported

measure of segment profit or loss.

Additionally, the ASU expanded interim disclosure segments.

The ASU was adopted by the Company

during the year ended December 31, 2024 and did not have a material impact on the consolidated financial statements.

Information as disclosed with Note 3 for additional information regarding the updates made.

does not believe any other recently issued accounting pronouncements, if adopted, would have a material effect on the Company’s

present or future financial statements.

5 – ROYALTY INTERESTS IN OIL AND GAS PROPERTIES

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

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

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

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

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

August 29, 2024, the Company issued 2,211,982 shares of common stock, $ 0.01 par value per share, valued at $2.00 per share (the

“Pine Grove Shares” to Liberty Operating, LLC, a Mississippi limited liability company (“Liberty”), in

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

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

request and the instructions of Liberty, the Company issued the Pine Grove Shares to all members of Liberty on the pro rata basis

of their ownership in Liberty.

This acquisition was effective as of July 1, 2024.

May 31, 2024, the Company issued 1,320,755 shares of common stock, $ 0.01 par value per share, valued at $2.00 per share (the “Liberty

Shares”), to Liberty in consideration for the sale and assignment of various mineral oil and gas interests in and to certain

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

of Mississippi.

This acquisition was effective as of October 1, 2022.

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

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

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

At the request and the instructions of Taxodium, the

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

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

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

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

The Assignment

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

During the years ended December 31, 2023

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

acquired in 2020.

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

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

At the request and the instructions of Liberty, the Company issued the Liberty Shares to all members of Liberty

on the pro rata basis of their ownership in Liberty.

This acquisition was effective as of May 1, 2024.

Company did not execute any acquisitions during the year ended December 31, 2023.

connection with fair value assessments for oil and gas proved properties, during the year ended December 31, 2024, the Company

recorded impairment of $ 992,932 on its NONOP property, which was acquired in 2022.

During the year ended December 31, 2023, the

Company recorded impairment of $ 875,400 on its Barrister Energy property, which was acquired in 2020.

December 31, 2024, and December 31, 2023, the Company had leased oil and gas properties assets valued at $ 10,298,406 and $ 4,089,503 ,

respectively.

leased oil and gas properties assets

December 31, 2023

December 31, 2022

Beginning balance

Additions to proved reserves

Revisions of prior year ARO estimates

Depletion expense

Impairment expense

( 3,909,700 )

Ending Balance

to proved reserves

to unproved reserves

of prior year ARO estimates

recorded depletion expense of ($ 0.35 ) million and ($ 0.38 ) million for the years ended December 31, 2024, and 2023, respectively.

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

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

6 – NOTES PAYABLE

24 unchanged sentences

Notes payable – related party

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

of May 13, 2024.

December 19, 2024 all outstanding notes with the Company’s CEO and Executive Chairman were extended to have a maturity date

of December 31, 2025.

the years ended December 31, 2024, and 2023 the Company recorded interest expense of $ 3,591 and $ 2,142 , respectively.

14 unchanged sentences

per share) multiplied by 10.

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

of Series A convertible preferred stock to Jeffrey J.

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

of Series A convertible stock to Wm.

Barrett Wellman, the Company’s former CFO.

Each share is convertible at the option of the

holder to ten (10) shares of common stock.

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

payroll taxes.

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

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.

employment agreement was terminated on January 10, 2024, upon resignation of Mr.

Guzy from these positions.

On the same date,

the Company entered into a new employment agreement with Mr.

Guzy in connection with his appointment as Chief Financial officer.

March 13, 2023, Mr.

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

The Employment

Agreement was terminated on January 10, 2024, upon resignation of Mr.

Wellman as Chief Financial Officer.

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

to three directors and appointed William R.

Downs to the Board.

January 10, 2024, Jeffrey J.

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

Guzy’s resignation from these offices, Mr.

Downs was appointed as 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.

January 10, 2024, the Company issued 100,000 common shares at $ 0.99 per share to William R.

Downs in connection with his appointment

as the Company’s new Chief Executive Officer.

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

of the employment agreement.

January 26, 2024, Mr.

Wellman, being the holders of all of the Company’s Series A Stock converted all 105,000

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

The conversion occurred at the rate specified

in the initial issuance agreement and therefore no gain or loss was recognized on the conversion.

In connection with the exercise

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

Barrett Wellman, respectively.

8 – STOCKHOLDER’S EQUITY

3 unchanged sentences

of Common Stock issued and outstanding as of December 31, 2024, and 2023, respectively.

The Company had 105,000 and 55,000 shares

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

The Company had 0 and 105,000 shares of

Preferred Stock issued and outstanding as of December 31, 2024, and 2023, respectively.

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

8 unchanged sentences

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

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

accrued compensation (see NOTE 7).

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

accrued compensation (see NOTE 7).

to Note 7 for details on convertible preferred stock activity during the years ending December 31, 2024, and 2023.

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

1 unchanged sentence

respectively.

Additionally, during the year ended

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

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

On October 15, 2022, the Company issued

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

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

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

Additionally,

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

to Note 7 for details on common share issuances to the Company’s officers.

to Note 5 for details on common share issuances for acquired interests in oil and gas properties.

the year ended December 31, 2024, there has been no additional common share activity outside of the items disclosed in Notes 5

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

16 unchanged sentences

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

The Company is subject to income taxes

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

federal jurisdiction and the state of Virginia.

The tax regulations within each jurisdiction are subject to the interpretation

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

The Company is not presently undergoing any tax

The tax regulations within each

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

The Company is not presently undergoing any tax audits.

Company will apply the federal and state net operating loss (“NOL”) carry-forward in FY 2024 and later years.

9 unchanged sentences

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

December 31, 2023

December 31, 2022

Federal income tax rate

Loss before income taxes

income tax rate

Loss before income

( 1,609,846 )

Non-deductible expenses

Non-deductible

( 1,609,846 )

Expected approximate tax recovery on net loss

Changes in valuation allowance

Expected approximate

tax recovery on net loss

in valuation allowance

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

December 31, 2023

December 31, 2022

Deferred income tax assets:

6 unchanged sentences

of the deferred tax assets.

At December 31, 2023, and December 31,

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

December 31, 2024, and December 31, 2023, the Company has incurred accumulated net operating losses in the United States of America

totaling $ 4,825,047 and $ 4,273,108

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

2 unchanged sentences

Company has no lease obligations at December 31, 2024, and 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 December 31, 2023, and December 31, 2022.

Additionally, the Company has no known contingencies as of December

31, 2024, and December 31, 2023.

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

5 unchanged sentences

the Company had no exposure in excess of insurance.

Concentration of Credit Risk –

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

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

Concentration

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

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

the course of business, litigation commonly occurs.

8 unchanged sentences

in the asset retirement obligation were as follows:

December 31, 2023

December 31, 2022

Beginning balance

Liabilities acquired

Liabilities incurred

Liabilities settled

Accretion expense

Ending Balance

12 – RESERVE AND RELATED FINANCIAL DATA - UNAUDITED

2 unchanged sentences

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

In preparing its reports, NSAI

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

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

Our estimated net proved reserves in

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

In preparing its reports,

NSAI evaluated properties representing all of our proved reserves at December 31, 2024, and 2023 in accordance with the rules

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

Our estimated net proved

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

of proved developed and undeveloped oil and gas reserve quantities

41 unchanged sentences

are as follows:

Year Ended December 31,

Ended December 31,

(in thousands)

Beginning of period

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

Net change due to extensions, discoveries, and improved recovery

Net change of prices and production costs

Change in future development costs

Revisions of quantity and timing estimates

Accretion of discount

Change in income taxes

Purchases of minerals in place

End of period

of oil and natural gas produced, net of production costs

change due to extensions, discoveries, and improved recovery

change of prices and production costs

in future development costs

of quantity and timing estimates

in income taxes

of minerals in place

13 - SUBSEQUENT EVENTS

The Company has evaluated all events that

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

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

Issuance of Common Stock

On January 10, 2024, the Company

issued 100,000

common shares at $ 0.99

per share to William R.

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

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

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

In connection with the exercise

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

Barrett Wellman, respectively.

Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were

issued to determine if they must be reported.

Management determined that there were no reportable subsequent events to be disclosed

beyond the following:

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data