What changed in this filing

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Item 1. Business

2025-09-10 compared with 2022-05-31 · 456 added, 342 removed, 10 unchanged (99% of the section changed)

Corporate Background

Cojax Oil and Gas Corporation (“CoJax, the “Company”, us or we) was incorporated on November 13, 2017 under the laws of the Commonwealth of Virginia.

The Company was formed with the business purpose to acquire oil drilling and production rights to properties with oil reserve reports showing sufficient oil reserves to justify drilling and to produce crude oil for sale to any available domestic or international buyers.

Since incorporation in 2017, CoJax has not had any revenue-generating operations.

Since incorporation, we have been engaged in organization of the company, evaluating and pursuing possible acquisitions of oil leases and rights and exploring the availability of third-party funding for our business plan.

We are an independent oil and gas company focused on commencing operations in the acquisition, development and production of crude oil from assets in the Gulf States Drill Region.

The production and sale of natural gas is not part of our revenue generating business because of the perceived cost and lack of profit potential for a small producer of natural gas.

We are focused on establishing profitable oil exploration and production operations by acquiring the right, by lease or assignment, to drill, extract, and sell oil.

We may extract and sell gas from time to time, but any gas production would be secondary and not significant business line.

Our long-term goal is to create shareholder value by identifying and assembling a portfolio of low-risk assets with attractive economic profiles, and our short-term goal is to identify and complete an equity acquisition of producing oil and gas assets in the Gulf States Drilling Region and then raise sufficient working capital to establish deep drilling rigs to fully exploit oil reserves.

The acquisition of Barrister described below is our initial acquisition in the Gulf States Drilling Region.

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 deep drilling rigs in acquired oil and gas leases and rights.

If we cannot acquire oil leases and rights for our securities, we will also have to fund the cost of acquisition from investors or lenders.

The funding may be equity or debt.

Our first acquisition, Barrister, lacks existing cash flow from production to fund establishing deep drilling rigs.

The lack of existing cash flow from existing oil production may also be true for any future oil leases and rights due our focus being on what we deem to be underexploited oil leases and rights – like Barrister.

We may be unable, due to lack of required funding and any enhanced oil production from acquired oil leases and rights, to acquire additional oil leases and rights.

The Barrister acquisition is the first and only current acquisition of oil and gas exploration and production leases and rights as of the date of this Annual Report.

Barrister has only minimal oil drilling and production operations.

CoJax will have to raise funding to establish one or more deep drilling rigs exploiting the Barrister Oil Rights.

Even with deep drilling rigs, Barrister Oil Rights may not produce oil on a profitable basis.

We currently have no other potential acquisitions.

We have explored third party debt and equity funding for acquiring and expanding oil exploration and production, but as of the date of this Annual Report have no firm commitments for funding.

Our experience is that private funding for new drilling on oil leases and rights with limited production or operating history has been difficult to obtain on affordable terms in the past.

Our goal is to raise sufficient funds pursuant to the registration statement described below to expand drilling from Barrister Oil Rights

and establish a more robust cash flow and production history from Barrister Oil Rights in order to attract future funding, either from lenders or through offering of our securities to investors, to fund further drilling on Barrister Oil Rights and possibly, subject to adequate funds, acquire new oil leases and rights in Gulf State Drilling Region.

We focus on Gulf State Drilling Region because of the quality of the oil and the ability to typically access oil without fracking and its history of drilling resulting oil production without an inordinate percentage of dry wells or failed drilling.

We filed a registration statement on a Form S-1 which was declared effective by the Commission on October 9, 2020 (and the post-effective amendment No.

1 to this registration statement was declared effective by the Commission on October 22, 2020) to offer and sell up to 6,000,000 shares of our common stock at a price of $2.00 per share.

The proceeds of the offering is to raise working capital for our corporate operating overhead and to fund establishing at least one deep drilling rig for the Barrister Oil Rights.

We do not intend to do exploratory drilling, which is expensive and typically can only be afforded by the larger oil production companies.

Barrister has existing rigs that are producing oil.

Exploratory drilling can verify the presence of oil and is used to reduce the risk of establishing deep drilling rigs.

As an early stage development company and with limited oil production history of Barrister oil rights, the Company does not believe that it can raise funding for exploratory drilling rigs and deep drilling oil rigs.

As of May 13, 2021, we have raised $53,000 pursuant to the offering covered by said registration statement.

The Registration Statement closed on May 31, 2021.

CoJax has a corporate website under development at URL:

http://www.cojaxoilandgas.com.

The website should be operational in July 2021.

Acquisition of Barrister Energy

On November 17, 2020, the Company consummated the transactions contemplated by the acquisition agreement dated June 16, 2020 with Barrister Energy, LLC, a Mississippi limited liability company, and all of the members of Barrister (the “Barrister Agreement”) or (the “Acquisition Agreement”).

The Company issued 3,650,000 shares to the members of Barrister in exchange for 100% of the outstanding membership interests, resulting in Barrister becoming a wholly-owned subsidiary of Cojax (the “Exchange”).

The Barrister Agreement also provided that we assume $2,700,000 debt obligations of Barrister (the “Assumed Debt”), which debt obligation evidences the purchase price for Barrister’s acquisition of its current oil drilling and production rights and leases in Alabama.

The debt we assumed is secured by the Barrister Oil Rights, which were acquired by Barrister from Central Operating, LLC, or “COP” under the June 1, 2019 Purchase and Sale Agreement, and related secured promissory Note and Security Agreement, both dated June 1, 2019 (the “COP Agreements”).

These acquired oil and gas exploration and production assets represent all of the Barrister Oil Rights.

There is no interest owed under the promissory note, but the principal is due in a lump sum payment due on June 1, 2021.

This lump sum payment represents a significant financial burden for us.

The pay-off of the Assumed Debt will have to be financed or funded, or restructured, in order to avoid a possible default and legal action to seize or sell the Barrister Oil Rights, which are collateral for the Assumed Debt.

Under the Purchase and Sale Agreement, COP retained financial benefit of oil produced prior to and on June 1, 2019, and Barrister owned all post-June 1, 2019 oil production.

Barrister had until August 31, 2019 to challenge any title defects affecting acquired assets.

Barrister asserted no title defects.

COP conveyed by Special Warranty of Title in respect of acquired assets “as is and with all faults” on date of purchase, but the warranty does not cover fitness of acquired assets for any specific purpose, or future

productivity of acquired assets, or hazardous material liabilities.

Barrister waived, released, held harmless and indemnified COP and its affiliates from all liabilities associated with or arising from the Barrister Oil Rights.

Based on CoJax management’s knowledge and inquiries, the cost of establishing a deep drilling rig is estimated to be $2 million to $3 million and the cost of drilling is estimated to be between $300 to $600 per lateral foot.

Drilling costs are affected by a number of factors, including having to penetrate hard rock strata, rig equipment failures and amount of required drilling fluids.

CoJax does not have the funds, assets, or funding commitments as of the date of this Annual Report to pay off the Assumed Debt.

There is no assurance, especially in light of the chaotic economic conditions imposed by COVID-19 pandemic on the U.S.

and world economies and the oil production industry and the uncertainty about when that impact will end, that CoJax can timely pay off or restructure the Assumed Debt.

CoJax lacks the assets typically required for debt financing, and the Barrister Oil Rights are already subject to a secured lien held by COP under the COP Agreements.

As of the date of this Annual Report, Barrister Oil Rights are producing very limited crude oil production from limited oil drilling operations, which production is not sufficient to cover our operating expenses or to fund establishing new oil drilling rigs or increased drilling.

Establishing new oil drilling rigs to exploit the crude oil reserves of Barrister commercially is essential to CoJax efforts to establish a viable business.

Even with one or more deep drilling wells for Barrister Oil Rights, those wells may fail to produce any oil or sufficient oil to allow CoJax-Barrister to become profitable.

Business Strategies .

Our long-term objective is to create shareholder value by identifying and assembling a portfolio of low-risk crude oil production assets with attractive economic profiles, and our short-term objective is the leveraging of the technical and managerial expertise of our proposed contractor operations team to deliver consistently profitable results from existing oil wells.

Our geographical focus is the Gulf States Region due to its light grade oil which is cheaper to process than other forms of crude oil and due to the ability to tap oil reserves without fracking.

We seek to achieve these objectives by executing the following strategies:

(1) Day-to-Day Operations – Use of Contractors.

Barrister engages COP as a contractor to operate the limited oil and gas production drilling and storage operations for the Barrister Oil Rights as well as using Jeffrey Delancey, our former Chief Executive Officer, as a part-time manager.

CoJax intends to use professional contractors to operate existing and future crude oil and gas drilling operations, including use of COP for Barrister Oil Rights.

CoJax believes that the use of contractors will allow CoJax-Barrister to engage experienced personnel to manage day-to-day operations without incurring the additional overhead imposed by full-time employees and will provide flexibility in engaging operational personnel.

Full-time employees of CoJax-Barrister will generally be limited to senior executive officers of CoJax and, possibly, addition of a full-time operations executive at Barrister when and if oil production and revenues increase from deep drilling rig or rigs.

This model of operation has a significant risk of being unable to retain key personnel who are merely contractors and who do not have the incentive of a full-time employee to remain with an employer and can be lured away by more lucrative offers of employment or engagement from competitors.

CoJax will use contracts to seek to secure contractors for required periods.

CoJax believes that the contractor model of management is affordable and efficient and within the projected ability of CoJax to fund.

CoJax lacks the funding to engage full time, experienced oil operations executives in anticipation of increased oil production.

(2) Focus on Underexploited Oil Leases and Rights .

CoJax will target oil leases and rights similar to Barrister as possible future acquisitions.

CoJax is seeking underexploited oil leases and rights in the Gulf States Drilling Region with reserve reports and one or more drilling rigs, even if exploratory or not deep drilling rigs, which taken together indicate that the oil leases and rights have potential, substantial oil production capability – substantial for a small independent oil production company.

CoJax does not seek oil leases and rights with productive deep drilling rigs as those properties often require funding or working capital beyond CoJax’s current means and projected future funding and working capital.

Generally, the oil fields in the southern part of the Gulf States Drilling Region are less expensive to drill due to nature of rock strata and depth of the oil reserves.

Barrister is in the southern part of the Gulf States Drilling Region.

CoJax will seek acquisitions that can be obtained for stock or other securities or under an earn out arrangement and prefers acquiring companies which hold oil leases and rights rather than acquiring individual oil leases and rights.

CoJax’s preference is to acquire companies with several oil leases and rights as opposed to acquiring individual oil leases and rights.

The acquisition of a company has the perceived advantages of acquiring several oil leases and rights and existing drilling operations with in-place management in a single transaction along with possibly reduced due diligence costs and more expeditious closing of the transaction.

Implications of Being an Emerging Growth Company .

CoJax is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act, or the JOBS Act, enacted in April 2012, and we may remain an emerging company for up to five years.

For so long as we remain an emerging growth company, we are permitted and intend to rely on certain exemptions from various public company reporting requirements, including not being required to have our internal control over financial reporting audited by our independent registered public accounting firm pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and any golden parachute payments not previously approved.

In particular, in this Annual Report, we have provided only two years of audited financial statements for 2020 and 2019 and have not included all of the executive compensation-related information that would be required if we were not an emerging growth company.

Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock.

In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards.

This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies.

For as long as we are an emerging growth company, unlike other public companies that are not emerging growth companies under the JOBS Act, we are not required to:

· provide an auditor's attestation report on management's assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act");

· provide more than two years of audited financial statements and related management's discussion and analysis of financial condition and results of operations nor more than two years of selected financial data;

· comply with any new requirements adopted by the Public Company Accounting Oversight Board (the "PCAOB") requiring and in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer;

· provide certain disclosure regarding executive compensation required of larger public companies or hold shareholder advisory votes on executive compensation required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act");

· obtain shareholder approval of any golden parachute payments not previously approved.

We will cease to be an emerging growth company upon the earliest of:

· the last day of the fiscal year in which we have $1.0 billion or more in annual revenues;

· the date on which we become a "large accelerated filer"

(the fiscal year-end on which the total market value of our common equity securities held by non-affiliates is $700 million or more as of June 30);

· the date on which we issue more than $1.0 billion of non-convertible debt over a three-year period;

· the last day of the fiscal year following the fifth anniversary of our initial public offering of securities, which initial public offering of securities was declared effective on August 12, 2019, by the Commission.

Barrister History .

Barrister’s principal executive offices are located at 404 Short 7th Avenue, Laurel, Mississippi 39440.

Barrister’s telephone number is (601) 426-0056.

Barrister was organized under the laws of the State of Mississippi on June 13, 2014.

Operations Management .

Barrister engages independent contractors or vendors to provide any services or functions.

Prior to its acquisition by Cojax, Barrister was managed by its members.

Currently, Mr.

Jeffrey Delancey is taking the lead on the part-time management of Barrister.

Delancey has over twenty-nine years of direct oilfield operating experience.

Delancey has extensive experience with operations and administration in an independent oil and gas production company.

Delancey relies on contract operators to provide experienced personnel to handle all essential crude oil production on a day to day basis for Barrister.

As of the date of this Annual Report, COP manages Barrister’s drilling operations.

Due to the limited oil production, Barrister believes that the management of operations by a contractor is the most efficient approach to conduct of operations.

With any future increase in oil production, Barrister will have to engage additional personnel for operations if COP cannot manage increased drilling operations.

Barrister markets its crude oil production, whether current or future, on a month to month basis, through established networks of contacts.

Due to limited oil production, Barrister’s marketing effort is limited in scope.

If production of oil increases from the Barrister Oil Rights, CoJax-Barrister will have to expand the marketing efforts of Barrister by engaging a person or firm to seek out new customers for the oil production in case the current customer base of Barrister 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 sale of any future increase of oil production.

A dedicated marketing person would entail an estimated $60,000 to $100,000 a year in compensation and benefits costs plus a possible commission or incentive compensation based on performance and an additional $10,000 to $20,000 in related annual administrative and overhead costs (consisting of computer system, telecommunication costs, marketing materials and possible travel).

Description of Barrister Oil Properties and Oil Production Operations .

The Company currently has a leased land package of approximately 700 acres in Southwest Alabama, in one contiguous land package.

It also has two producing wells, a saltwater disposal well, a three-mile gas transmission line along with gathering systems, and storage tanks for approximately 1,500 barrels.

Barrister Weaknesses .

Barrister is undercapitalized to properly exploit its existing oil properties or acquire new oil and gas properties for exploitation.

Barrister acquired its oil properties in June 2019 and has not expanded the production, acquired new oil properties, or improved operations.

Barrister has insufficient cash flow or funding to grow its core business operations.

As such, Barrister is not an active competitor or commercial presence even among local, small independent oil producers.

Additional funding will be required to not only increase oil production but also to enhance distribution and marketing efforts.

Barrister Strengths .

Barrister has highly experienced principals who have significant prior experience in oil and gas production in the Gulf States Drilling Region.

Through the owners’ relationships, Barrister also has access to many experienced oil and gas engineers, drilling personnel, and other professionals engaged in the oil and gas drilling and production business in the Gulf States Drilling Region – all of whom can be engaged as contractors, consultants or possibly employees, subject to increased oil production and working capital.

The experience of the former owners of Barrister will be relied upon by CoJax management in the initial phases of implementing the business plan.

If oil drilling and production substantially increases, and contractors like COP could not handle the additional work load from increased drilling and production, CoJax would engage one or more experienced oil and gas industry operations managers to supplement the operations contractors and the part time input and efforts from the Barrister principals.

The additional personnel could be employees or contractors.

If oil drilling and production increases substantially, CoJax would engage one or more full-time, experienced oil and gas operations executives to establish an in-house expertise and full-time oversight over operations, even if contractors performed the daily management of operations.

Competitors of Barrister .

There are many large, medium, and small-sized competitors in the Gulf States Drilling Region (including off-shore drilling in the 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 fully exploit existing oil fields.

There is also an established oil and gas production industry in northern Alaska and in North Dakota and western Canada (where fracking has made available significant oil and gas reserves in shale formations).

Barrister cannot match the resources, whether financial, technical, manpower, size of proven crude oil reserves, and distribution channels, of its competition in the Gulf States Drilling Region or elsewhere.

Barrister’s current oil production is not sufficient to concern or attract the attention of competitors, which allows Barrister to operate as a small provider of oil without competitive pressures.

If Barrister significantly increases oil production, then Barrister 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 Barrister.

Barrister Oil Rights

Description of Barrister Oil Properties and Oil Production Operations.

The Company currently leases a land package of approximately 700 acres in Southwest Alabama, in one contiguous land package.

two producing wells, a saltwater disposal well, a three-mile gas transmission line along with gathering systems, and storage tanks for approximately 1,500 barrels.

Energy Production in Alabama.

The State of Alabama is located in the Southeastern United States alongside the Gulf of Mexico and has been producing petroleum since 1940s.

While the peak of oil production in Alabama was in the 1980s, according to the U.S.

Department of Energy’s Energy Information Administration.

As of 2020, Alabama was ranked 20th among the states in production of oil and natural gas combined and is producing oil at an annual rate of 3.2 millions of barrels of oil (based on 9,000 barrels a day as of June 2020).

Alabama's major oil and gas-producing regions are located in the western and southwestern part of the state.

The Smackover Trend .

The Smackover trend is a belt of carbonate, evaporite, and clastic rocks of Late Jurassic age that rims the Gulf Coast of the United States from Texas, up to Arkansas, throughout Louisiana, Mississippi, Southwest Alabama, and all the way to the Florida panhandle.

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

It was named after the Smackover oil field, which was discovered in Union County, Arkansas, in 1937.

Current Drilling on Barrister Energy Drill Region.

There are three wells in the Barrister Energy Drill Region, which have produced oil and gas since 1996.

Currently, two of these three wells are in production, and one well is used as a saltwater disposal well.

We own approximately 95% working interest with a 79% net revenue interest as of June 1, 2019, the acquisition date for Barrister.

The two producers are Nall 16-3 #1 and the Nettles 9-12 #1.

The historical 8/8 th production (gross production) of these oil wells for the fiscal years 1996 – 2015, 2016, 2017, 2018, 2019, and 2020 are summarized in the table below.

Barrister DRILL REGION PRODUCTION

Nall 16-3 #1 and Nettle 9-12 #1

8/8 th Total Oil Produced (bbl)

Total Gas Produced (mcf)

1996 – 2015 *

* Historical production prior to the acquisition of rights by CoJax.

** Current production and historical production prior to the acquisition of rights by CoJax and post acquisition.

Oil and Gas Production, Production Prices and Production Costs

Oil and Gas Production

The table below summarizes production by final product sold and by geographic area for the last four years.

(8/8 th barrels of oil produced at year-end)

Crude oil and natural gas liquids production

Consolidated Subsidiaries

United States

Total Consolidated Subsidiaries

Total crude oil & natural gas liquids production

Bitumen production

Consolidated Subsidiaries

United States

Synthetic oil production

Consolidated Subsidiaries

United States

Total liquids production

(8/8 th barrels of oil produced at year-end)

Natural gas production available for sale

Consolidated Subsidiaries

United States

Total Consolidated Subsidiaries

Total natural gas production available for sale

(thousands of oil-equivalent barrels at year-end)

Oil-equivalent production

Production Prices and Production Costs.

The table below summarizes average production prices and average production costs by geographic area and by product type for the last three years.

United States

Consolidated Subsidiaries

Average production prices

Crude oil, per barrel

NGL, per barrel

Natural gas, per thousand cubic feet

Bitumen, per barrel

Synthetic oil, per barrel

Average production costs, per oil-equivalent barrel – total

Average production costs, per barrel – bitumen

Average production costs, per barrel - synthetic oil

Consolidated Subsidiaries

Average production prices

Crude oil, per barrel

NGL, per barrel

Natural gas, per thousand cubic feet

Bitumen, per barrel

Synthetic oil, per barrel

Average production costs, per oil-equivalent barrel – total

Average production costs, per barrel – bitumen

Average production costs, per barrel - synthetic oil

Consolidated Subsidiaries

Average production prices

Crude oil, per barrel

NGL, per barrel

Natural gas, per thousand cubic feet

Bitumen, per barrel

Synthetic oil, per barrel

Average production costs, per oil-equivalent barrel – total

Average production costs, per barrel – bitumen

Average production costs, per barrel - synthetic oil

Average production prices have been calculated by using sales quantities from Barrister’s production as the divisor.

Average production costs have been computed by using net production quantities for the divisor.

The volumes of crude oil and natural gas liquids (“NGL”) production used for this computation are shown in the oil and gas production table.

The volumes of natural gas used in the calculation are the production volumes of natural gas available for sale and are also shown.

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

Oil and Gas Properties, Wells, Operations, and Acreage

Gross and Net Productive Wells

Year-End 2020

Year-End 2019

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

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

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

consistent with industry practice.

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 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

All production during the three years presented occurred in the United States.

the Year Ended December 31,

Net Production:

Average Production

Natural Gas (Mcf)

Average Production

Production Costs

(per BOE) (1)

production prices have been calculated by using sales quantities from Barrister’s production as the divisor.

Average production

costs have been computed by using net production quantities for the divisor.

The volumes of crude oil and natural gas liquids

(“NGL”) production used for this computation are shown in the oil and gas production table.

The volumes of natural

gas used in the calculation are the production volumes of natural gas available for sale and are also shown.

Gas is converted

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

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

and Net Productive Wells

Year-End 2022

1 unchanged sentence

Consolidated Subsidiaries

United States

Total Consolidated Subsidiaries

Total gross and net productive wells

There were 3 gross, and 1.8 net operated wells at December 31, 2020, December 31, 2019, and December 31, 2018.

Gross and Net Developed Acreage

Year-End 2020

Year-End 2019

Consolidated Subsidiaries

and net productive wells

and Net Developed Acreage

Year-End 2022

1 unchanged sentence

Consolidated Subsidiaries

United States

Total Consolidated Subsidiaries

Total gross and net developed acreage

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

Gross and Net Undeveloped Acreage

Year-End 2020

Year-End 2019

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.

and Net Undeveloped Acreage

Year-End 2022

1 unchanged sentence

Consolidated Subsidiaries

United States

Total Consolidated Subsidiaries

Total gross and net undeveloped acreage

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

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

The List of Leases is included as Exhibit 99.2 to this Annual Report and is filed herewith.

The terms and conditions under which Barrister 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, Barrister 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, Barrister 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 impact on Barrister.

Government Regulation

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 is under constant review for amendment or expansion.

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 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.

Regulation 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.

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.

For example, on January 20, 2021, the Biden Administration placed a 60-day moratorium on new oil and gas leasing and drilling permits on federal land, and on January 27, 2021, the Department of Interior acting pursuant to a Presidential Executive Order suspended the federal oil and gas leasing program indefinitely.

The Biden Administration has also announced that it intends to review the Trump Administration’s 2017 repeal of the 2015 rule regulating hydraulic fracturing activities in federal land under the Presidential Executive Order on Protecting Public Health and the Environment and Restoring Science to Tackle the Climate Crisis.

While we do not have a significant federal lands acreage position at 240 net acres, these actions could have a material adverse effect on the Company and our industry.

Currently, all of our properties and operations are in Alabama, 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, both Alabama imposes a production or severance tax with respect

to the production and sale of oil, natural gas and natural gas liquids within their jurisdictions.

The 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.

Regulation of Transportation of Oil

Sales of crude oil, condensate and natural gas liquids are not currently regulated and are made at negotiated prices, however, Congress could reenact price controls in the future.

Our sales of crude oil are affected by the availability, terms and cost of transportation.

The transportation of oil in common carrier pipelines is also subject to rate regulation.

The Federal Energy Regulatory Commission, or the FERC, regulates interstate oil pipeline transportation rates under the Interstate Commerce Act.

Intrastate oil pipeline transportation rates are subject to regulation by state regulatory commissions.

The basis for intrastate oil pipeline regulation, and the degree of regulatory oversight and scrutiny given to intrastate oil pipeline rates, varies from state to state.

Insofar as effective interstate and intrastate rates are equally applicable to all comparable shippers, we believe that the regulation of oil transportation rates will not affect our operations in any way that is of material difference from those of our competitors.

Further, interstate and intrastate common carrier oil pipelines must provide service on a non-discriminatory basis.

Under this open access standard, common carriers must offer service to all shippers requesting service on the same terms and under the same rates.

When oil pipelines operate at full capacity, access is governed by pro-rationing provisions set forth in the pipelines’ published tariffs.

Accordingly, we believe that access to oil pipeline transportation services generally will be available to us to the same extent as to our competitors.

Regulation of Transportation and Sale of Natural Gas

Historically, the transportation and sale for resale of natural gas in interstate commerce have been regulated pursuant to the Natural Gas Act of 1938, the Natural Gas Policy Act of 1978 and regulations issued under those Acts by the FERC.

In the past, the federal government has regulated the prices at which natural gas could be sold.

While sales by producers of natural gas can currently be made at uncontrolled market prices, Congress could reenact price controls in the future.

Since 1985, the FERC has endeavored to make natural gas transportation more accessible to natural gas buyers and sellers on an open and non-discriminatory basis.

The FERC has stated that open access policies are necessary to improve the competitive structure of the interstate natural gas pipeline industry and to create a regulatory framework that will put natural gas sellers into more direct contractual relations with natural gas buyers by, among other things, unbundling the sale of natural gas from the sale of transportation and storage services.

Although the FERC’s orders do not directly regulate natural gas producers, they are intended to foster increased competition within all phases of the natural gas industry.

We cannot accurately predict whether the FERC’s actions will achieve the goal of increasing competition in markets in which our natural gas is sold.

Therefore, we cannot provide any assurance that the less stringent regulatory approach established by the FERC will continue.

However, we do not believe that any action taken will affect us in a way that materially differs from the way it affects other natural gas producers.

Intrastate natural gas transportation is subject to regulation by state regulatory agencies.

The basis for intrastate regulation of natural gas transportation and the degree of regulatory oversight and scrutiny

given to intrastate natural gas pipeline rates and services varies from state to state.

Insofar as such regulation within a particular state will generally affect all intrastate natural gas shippers within the state on a comparable basis, we believe that the regulation of similarly situated intrastate natural gas transportation in any states in which we operate and ship natural gas on an intrastate basis will not affect our operations in any way that is of material difference from those of our competitors.

Market Opportunity

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

and Canada, especially the “dirty” crude oil extracted from North Dakota and Western Canada oil fields using shale fracking.

This optimism is due in part to the increasing percentage of worldwide crude oil production from the U.S.

According to a 2017 study by Louisiana State University:

“During this past decade, not only did the U.S.

experience historical increases in oil and gas production, but it was one of the only countries in the world experiencing large increases in production.

This is because these horizontal drilling and hydraulic fracturing techniques used to extract resources from shale geological formations were discovered and perfected in the Gulf Coast region of the U.S.

Our Key Competitive Strengths

The day-to-day operations of the oil drilling and production from our lease assets in the Gulf States Drill Region will be handled by independent contract operators with experience in conducting oil drilling and operations in the Region.

These contractors will handle all operational aspects of oil drilling, storage and production.

The Company’s officers will provide executive oversight of its operation as well as handling corporate governance, legal compliance, financial affairs and funding efforts of our company.

The use of operating independent contractors in oil and gas exploration and production is not an uncommon industry practice for smaller, independent oil and gas production companies.

The Company will use an operating company contractor as it is deemed the most efficient and cost-effective means of operations for a small independent oil and gas production company like us.

We do not currently have the financial resources to engage and retain qualified industry personnel as full-time employees for operation of our oil and gas exploration and production business.

The use of contractors 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.

With 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 drill sites and then efficiently operate those wells to produce oil at an above average industry rate of efficiency in the Gulf States region.

Our Growth Strategy

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 production depends on success of deep drill wells, engaging necessary operations expertise and market price for crude oil remaining at attractive per-barrel levels, which we believe is $50 or more per barrel.

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.

Principal Executive Offices

Our principal executive offices 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) 216-8606.

We rent our principal executive offices under a month-to-month lease and for a monthly rental of $50.

Barrister’s local office is located at 404 Short 7 th Avenue, Laurel, Mississippi 39440.

Barrister has an agreement for use of office space on an as needed basis at no cost provided by Andrew Cardwell, a shareholder of CoJax.

The premises are suitable and adequate for Barrister’s current operations.

Barrister does not own any real property.

We have two full-time employees:

Guzy, our Chief Executive Officer and our sole Director, and Wm.

Barrett Wellman, our Chief Financial Officer.

The officers devote the number of hours necessary to perform their duties, which each officer in his sole discretion determines extent of the time commitment.

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

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”).

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

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

and other necessary approvals for the development of federal oil and natural gas leases;

and (ii) and executive order signed by

President Biden instructing the Department of the Interior to pause new oil and natural gas leases on public lands, pending a

full review of the federal leasing and permitting program.

While we do not have a significant federal land acreage position at

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

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

of crude oil, condensate, and natural gas liquids are not currently regulated and are made at negotiated prices;

however, Congress

could reenact price controls in the future.

sales of crude oil are affected by the availability, terms, and cost of transportation.

The transportation of oil in common carrier

pipelines is also subject to rate regulation.

The Federal Energy Regulatory Commission, or the FERC, regulates interstate oil

pipeline transportation rates under the Interstate Commerce Act.

Intrastate oil pipeline transportation rates are subject to regulation

by state regulatory commissions.

The basis for intrastate oil pipeline regulation, and the degree of regulatory oversight and

scrutiny given to intrastate oil pipeline rates, varies from state to state.

Insofar as effective interstate and intrastate rates

are equally applicable to all comparable shippers, we believe that the regulation of oil transportation rates will not affect

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

Further, interstate and intrastate common

carrier oil pipelines must provide service on a non-discriminatory basis.

Under this open access standard, common carriers must

offer service to all shippers requesting service on the same terms and under the same rates.

When oil pipelines operate at full

capacity, access is governed by pro-rationing provisions set forth in the pipelines’ published tariffs.

Accordingly, we

believe that access to oil pipeline transportation services generally will be available to us to the same extent as to our competitors.

of Transportation and Sale of Natural Gas

Historically,

the transportation and sale for resale of natural gas in interstate commerce have been regulated pursuant to the Natural Gas Act

of 1938, the Natural Gas Policy Act of 1978, and regulations issued under those Acts by the FERC.

In the past, the federal government

has regulated the prices at which natural gas could be sold.

While sales by producers of natural gas can currently be made at

uncontrolled market prices, Congress could reenact price controls in the future.

1985, the FERC has endeavored to make natural gas transportation more accessible to natural gas buyers and sellers on an open

and non-discriminatory basis.

The FERC has stated that open access policies are necessary to improve the competitive structure

of the interstate natural gas pipeline industry and to create a regulatory framework that will put natural gas sellers into more

direct contractual relations with natural gas buyers by, among other things, unbundling the sale of natural gas from the sale

of transportation and storage services.

Although the FERC’s orders do not directly regulate natural gas producers, they

are intended to foster increased competition within all phases of the natural gas industry.

We cannot accurately predict whether

the FERC’s actions will achieve the goal of increasing competition in markets in which our natural gas is sold.

we cannot provide any assurance that the less stringent regulatory approach established by the FERC will continue.

do not believe that any action taken will affect us in a way that materially differs from the way it affects other natural gas

natural gas transportation is subject to regulation by state regulatory agencies.

The basis for intrastate regulation of natural

gas transportation and the degree of regulatory oversight and scrutiny given to intrastate natural gas pipeline rates and services

varies from state to state.

Insofar as such regulation within a particular state will generally affect all intrastate natural

gas shippers within the state on a comparable basis, we believe that the regulation of similarly situated intrastate natural gas

transportation in any states in which we operate and ship natural gas on an intrastate basis will not affect our operations in

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

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.

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.

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,

in 2015, the United States participated in the United Nations Conference on Climate Change, which led to the creation of the Paris

The Paris Agreement, which was signed by the United States in April 2016, requires countries to review and “represent

a progression” in their intended nationally determined contributions (“NDC”), which set greenhouse gas emission

reduction goals, every five years beginning in 2020.

The United States exited the Paris Agreement in November 2020, but rejoined

the agreement effective February 19, 2021.

In April 2021, the United States made its NDC submittal, setting an emissions reduction

goal of a 50 to 52% reduction from 2005 levels in economy-wide net greenhouse gas pollution in 2030.

Further, in November 2021,

the United States and other countries entered into the Glasgow Climate Pact, which includes a range of measures designed to address

climate change, including but not limited to the phase-out of fossil fuel subsidies, reducing methane emissions 30% by 2030 and

cooperating toward the advancement of the development of alternative sources of energy.

changes that result in more stringent and costly waste handling, storage, transport, disposal, cleanup or operating requirements

could materially adversely affect our operations and financial condition, as well as those of the oil and natural gas industry

For instance, in January 2021, President Biden issued Executive Order which directed a government-wide effort to address

climate change by reducing greenhouse gas emissions and achieving net-zero global carbon emissions by 2050 or before.

is designed to infuse climate policy in all aspects of federal decision-making, including specific directives that touch on foreign

policy, national security, financial regulation, federal procurement, infrastructure, and environmental justice among other things.

Based on this Executive Order and other findings, the EPA has begun adopting and implementing a comprehensive suite of regulations

to restrict emissions of greenhouse gases under existing provisions of the CAA.

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.

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

or other materials may occur, and we may incur costs for waste handling and environmental compliance.

It is also possible that

our oil and natural gas operations may require us to manage NORM.

NORM is present in varying concentrations in sub-surface formations,

including hydrocarbon reservoirs, and may become concentrated in scale, film and sludge in equipment that comes in contact with

crude oil and natural gas production and processing streams.

Some states, including Texas and Louisiana, have enacted regulations

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

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.

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

Executive Offices

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.

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/A

Item 1. Business