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Item 1A. Risk Factors

2025-09-10 compared with 2022-05-31 · 649 added, 503 removed, 4 unchanged (100% of the section changed)

An investment in our common stock involves a high degree of risk.

You should carefully consider the risks and uncertainties described below before making a decision to invest in our common stock.

We have no revenue-generating operations that will fund CoJax and Barrister operating overhead.

When we have revenue-generating operations, our business, operating results, financial condition, or prospects could be materially and adversely affected by any of these risks and uncertainties.

In that case, the trading price of common stock, when and if publicly traded, could decline, and you might lose all or part of your investment.

Even when publicly traded, our common stock may lack the primary market makers and institutional investor support to allow sustained appreciation in market price or protect the common stock from volatility due to day traders or other downward market pressures.

As an early development stage company with no public market for our common stock, there is a substantial risk of loss of investment and lack of liquidity.

The risks and uncertainties discussed below are not the only ones we face.

Risks could also harm our business, operating results, financial condition, or prospects, and uncertainties not currently known to us or that we currently do not believe are material, and these risks and uncertainties could result in a complete loss of your investment.

An instance of unforeseen circumstances is the COVID-19 pandemic and its significant and ongoing adverse impact on oil consumption and the market price for oil.

As of the date of this Annual Report, the duration and severity of the COVID-19 pandemic are uncertain.

In assessing the risks and uncertainties described below, you should also refer to the other information contained herein, including our consolidated financial statements, pro forma financial statements, and the related notes thereto.

RISKS RELATED TO OUR BUSINESS AND BARRISTER’S BUSINESS

Our independent auditors have expressed their concern as to our ability to continue as a going concern.

On a consolidated basis, the Company has incurred significant operating losses since inception and has a working capital deficit.

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

Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern.

Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing.

Historically, the Company has raised capital through an officer loan as an interim measure to finance working capital needs and will continue to raise additional capital through the sale of common stock or other securities.

The Company will be required to continue to do so until its consolidated operations become profitable.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

If we are unable to obtain sufficient funding, our business, prospects, financial condition and results of operations will be materially and adversely affected, and we may be unable to continue as a going concern.

Our ability to continue as a going concern is dependent on our ability to sell shares in the Company.

Our past efforts to raise working capital have been unsuccessful.

Although our initial public offering was declared effective by the Commission in August 2019, we were unable to sell any shares and terminated said offering.

Notwithstanding, w e 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 on Form S-1 was declared effective 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.

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.

This offering may fail to raise any or sufficient working capital for necessary operating expenses of CoJax or expansion of Barrister oil drilling operations.

The impact of COVID-19 pandemic and volatility of market price for oil in 2019 and 2020 further hamper efforts to raise additional working capital by creating economic uncertainty and heightened risks in lending or investing in oil production.

If we are unable to secure this additional capital, we may be required to suspend operations as CoJax-Barrister operations are already being run to minimize operating costs.

It is not possible for us to predict at this time the potential survival of CoJax-Barrister business.

The potential future revenue and income of our proposed CoJax-Barrister operations are currently unknown, as is the impact of Barrister as a wholly owned subsidiary of CoJax on CoJax efforts to raise additional working capital.

Barrister’s revenues are limited and dedicated to pay for Barrister operations.

We do not believe that Barrister revenues would be sufficient to be used for CoJax overhead working capital needs.

If we cannot continue as a viable entity, you would lose all or most of your investment in the Company.

The existence by each of CoJax and the former members of Barrister of the right to rescind the Exchange upon certain triggering events could hinder our efforts to raise capital and to fund our operations .

CoJax will have the right to rescind the Exchange prior to July 1, 2021 upon the occurrence of any of the following:

(a) any former Member of Barrister files a petition for protection from creditors under any chapter of the U.S.

Bankruptcy Code, and that petition is not withdrawn within sixty (60) days, or a receiver or other liquidating officer is appointed for substantially all of the assets or business of a Member or (b) if Barrister makes an assignment for the benefit of creditors of all or substantially all of its operating assets.

Barrister’s former owners, who are now shareholders of CoJax, have the right to jointly, but not severally, rescind the Exchange upon occurrence of any of the triggering event prior to July 1, 2021:

(a) CoJax files a petition for protection from creditors under any chapter of the U.S.

Bankruptcy Code and that petition is not withdrawn within sixty (60) days;

(b) CoJax is declared insolvent by a court of competent jurisdiction, or CoJax’s Board of Directors approves a plan of complete liquidation;

or (c) if CoJax has not been issued a trading symbol for its Common Stock by Financial Industry Regulatory Authority or “FINRA” within ninety (90) days of the consummation of the closing of the Barrister Agreement;

or (d) if CoJax’s Common Stock has not been listed on:

the New York Stock Exchange or NYSE American Exchange;

or quoted on NASDAQ Capital Markets;

or quoted or listed on any successor market to the foregoing, by the first annual anniversary of the effective date of the Barrister Agreement.

CoJax intends to seek quotation of its common stock on the NASDAQ Capital Markets in 2021.

CoJax may not meet NASDAQ Capital Markets standards for quotation of stock or be approved for quotation of its common stock on NASDAQ Capital Markets by the deadlines imposed under the Barrister Agreement and that occurrence would allow the Barrister Members, if they act jointly, to rescind the Exchange and terminate CoJax’s ownership of Barrister.

With the specter of a post-Exchange rescission, investors may not invest in CoJax and lenders or other investors are more likely to refuse to provide funding to CoJax or Barrister due to the uncertainty of continuity of operations as CoJax-Barrister.

Further, rescission of the Exchange could expose CoJax and Barrister to potential liabilities from following lawsuits or other legal proceedings:

(1) public CoJax shareholders suing and alleging the rescission violates fiduciary duties of management, (2) CoJax or Barrister being sued over liabilities resulting from the rescission of the Exchange, and (3) third party lawsuits based on the rescission of the Exchange causing breaches of contractual obligations of CoJax, Barrister or CoJax-Barrister, which third parties could include vendors, suppliers, contract workers or customers.

CoJax could also face possible environmental liabilities over Barrister operations while CoJax was the sole Member of Barrister.

Any rescission of the Exchange would result in Barrister no longer being an operating subsidiary of CoJax and, as such, CoJax losing its oil exploration and production operations and revenues and Barrister Oil Rights.

Rescission of the Exchange may also impose additional transaction, legal, and accounting costs on CoJax, which costs could be significant or beyond the immediate ability of CoJax to pay.

The Acquisition was consummated on November 17, 2020.

CoJax assumed a $2.7 Million Promissory Note issued by Barrister to acquire Barrister Oil Rights - the “Assumed Debt.” The Assumed Debt is secured by the Barrister Oil Rights and evidenced by a promissory note issued to C.O.P., who was the prior owner of those rights.

The Assumed Debt is due and payable in a lump sum on June 1, 2021 (maturity date).

CoJax assumed the Assumed Debt upon the execution of the Acquisition Agreement.

CoJax needs to raise money or restructure the Assumed Debt to avoid a default under the promissory note for the Assumed Debt and do so by June 1, 2021.

A default under the promissory note could result in litigation causing the bankruptcy or insolvency of CoJax-Barrister.

Any default on the Assumed Debt could result in the levy on and subsequent loss of Barrister Oil Rights.

There is no assurance given that CoJax can pay off or restructure the Assumed Debt and avoid the potentially catastrophic financial consequences of a

The raising of funds to pay off the Assumed Debt is a potentially daunting task under current and projected economic and oil industry conditions imposed by the ongoing COVID-19 pandemic and disruptive impact of possible production disputes among members of OPEC (especially Saudi Arabia and Russia), both of which cause erratic and depressed global and domestic market prices for oil.

The drop in consummation of oil due to the COVID-19 pandemic has also resulted in oil inventory surpluses that have lowered the global and domestic market price for oil.

It is uncertain if C.O.P.

would agree to restructure the Assumed Debt as of the date of this Annual Report or prior to maturity date of the promissory note.

There is no certainty about when the adverse impact of the COVID-19 epidemic will end, especially since some U.S.

Government health officials have stated that an effective vaccine may not be widely available until mid or late 2021.

Neither CoJax nor Barrister has the funds, liquid assets, or funding commitment to pay off the Assumed Debt as of the date hereof.

There is a substantial risk of business failure posed by the Assumed Debt to CoJax if CoJax assumes it and if the Assumed Debt cannot be paid off or restructured prior to June 1, 2021.

The Assumed Debt could impose other risks on CoJax and CoJax-Barrister, including, but not limited to:

· Increasing its vulnerability to general adverse economic and industry conditions by making CoJax-Barrister less financially attractive to lenders and investors or increasing the lending or investment risk of CoJax-Barrister to a point where it fails to meet lending criteria or investor risk limits;

· Limiting its flexibility in planning for, or reacting to, challenges and opportunities, and changes in its businesses and the markets in which it operates, by limiting cash available for revenue-generating operations or acquisition of new oil exploration and production leases and rights;

· Limiting its ability to obtain additional, necessary financing to funding for working capital, capital expenditures, acquisitions, and debt service requirements and other financing needs;

· Placing it at a competitive disadvantage to competitors that have less debt or greater cash flow and are seeking oil-drilling/production financing or funding.

CoJax senior officers are not experienced in the management of oil and gas exploration and production operations and may be inadequate or ill-equipped to successfully manage a public company with oil drilling and production operations .

While CoJax’s senior officers are experienced business executives and Jeffrey Guzy, CoJax’s sole director and Chief Executive Officer, has prior experience as an executive for public companies and as a director of public companies, and Mr.

Guzy was previously a senior executive of a private company that owned C.O.P., he was not involved and is not experienced in the daily operational management of oil exploration and production operations.

The oil and gas production industry presents unique challenges to the management of a public company in that industry.

Such challenges include understanding the complex federal, state and local regulations and laws governing or affecting oil and gas drilling and production;

understanding the complexities of selling crude oil in the global crude oil market, including hedging strategies;

successfully developing a small oil drilling and production company in any industry with numerous domestic and foreign competitors, most of whom have significantly greater:

financial resources;

market share and power;

distribution channels;

production and storage capacity as well as far greater oil reserves under control or ownership;

more experienced and numerous management and operations personnel;

access to necessary drilling and production equipment;

ability to navigate and hedge against erratic global market for crude oil;

financial reserves that allows the competitor to survive suspension of operations and inability to sell oil production at all or at a price that generates acceptable profit margins;

influence over customers, distributors of oil, regulators and legislators;

and ability to successfully plan and prepare for changes in oil and gas industry due to:

emergence of non-fossil fuel means of transportation, especially electric power vehicles;

legislative and regulatory changes caused by concerns over global warming and pollution in general and a desire to

reduce use of fossil fuels, especially oil;

impact of COVID-19 pandemic in 2020 and 2021 and future years if COVID-19 is a reoccurring or seasonal virus without an effective, long lasting vaccine;

emergence of new virus pandemics with greater lethality and contagion than COVID-19;

changes in political party in control of Executive and Legislative Branches of the U.S.

Government and their legislative and regulatory agenda for oil and gas and climate control;

and other future circumstances or developments that are not foreseeable as of the date of this Annual Report.

Since none of the CoJax senior officers are experienced in management of oil exploration and production companies, CoJax management will rely on the guidance of Jeffrey Delancey, who is a member of Barrister on a part-time basis and is an experienced oil exploration and production executive at the public company level.

Further, CoJax will rely on experienced contractors, like C.O.P., and Barrister’s other principals to conduct CoJax-Barrister’s day-to-day oil drilling and production operations.

This reliance on Barrister principals and contractors, especially with Mr.

Delancey and other Barrister principals not being working on a full-time basis on Barrister matters, makes CoJax vulnerable to the adverse impact of the loss Mr.

Delancey’s experience and participation in management.

None of the other principals of Barrister may be suitable or willing to replace Jeffrey Delancey as an operational manager of Barrister, especially since they have other business obligations and.

If CoJax expands oil production or acquires new oil exploration and production rights and leases, then CoJax-Barrister would in all likelihood have to engage additional, experienced contractors or employ a full-time oil drilling and production operational executive or manager to handle the increased oil drilling and production.

The funds for an expanded management team would have to come from the net proceeds of the public offering or other funding sources.

If CoJax and Barrister do not engage adequate, experienced managers and officers when and if oil production expands, this deficiency may adversely impact the ability of CoJax and Barrister to manage its operations.

As such, CoJax and Barrister management may be unable to efficiently manage and operate any expanded, significant oil production and CoJax-Barrister may not develop a profitable, sustainable oil production business.

We do not have sufficient resources to fund all of the necessary working capital needs of CoJax and CoJax-Barrister.

CoJax estimates that it requires at least $500,000 for CoJax overhead in 2021, including estimated insurance premiums, accounting/legal costs and personnel costs, NASDAQ Capital Market fees.

Based on anecdotal evidence and industry sources, CoJax believes that establishing a deep drilling rig will cost at least $60,000 and drilling to 10,000 feet will cost at least $2,200,000.

Actual costs may exceed these estimates due to changing economic, market, regulatory and other conditions and factors.

This Offering may not produce sufficient working capital for CoJax-Barrister working capital needs unless the entire 6 million Shares are sold and sold in time to fund working capital needs as they arise.

If the public offering fails to raise sufficient funding, CoJax-Barrister will be forced to seek other funding, which funding, especially debt financing, may impose restrictions on operations or be so costly as to severely limit potential profitability of CoJax-Barrister oil production, or be unavailable in sums and in time to meet CoJax-Barrister’s needs.

The initial public offering of CoJax failed to raise any working capital.

If the current offering fails to raise sufficient working capital as needed, CoJax may be unable to fund the expansion of Barrister oil drilling operations or pay for CoJax’s operating costs.

CoJax has no operating history with revenue-generating operations, and Barrister has a limited history of owning and operating oil and gas exploration and production operations.

CoJax was formed in 2017 and has never had any revenue-generating operations.

Further, Barrister’s drilling operations are minimal and commenced in 2019.

There is insufficient operating history for an investor to adequately evaluate these companies as an oil and gas production company, either combined or as separate entities.

While Barrister Oil Rights have a longer history of production, that history was minimal in terms of production

and does not reveal the potential oil production and profitability of Barrister Oil Rights.

The lack of operating history increases the risk of investing in the Shares.

Further, the lack of a more extensive operating history may discourage lenders or funding sources from providing working capital to CoJax or Barrister.

There is no assurance that the Barrister Oil Rights will produce oil on a profitable basis, even with deep drilling rigs.

Investors should carefully consider the lack or operating history of CoJax and Barrister and the lack of any significant oil production from the Barrister Oil Rights prior to making an investment decision about the Shares.

We may have difficulty managing growth in our business, which could adversely affect our financial condition and results of operations.

As an early development stage company, growth in accordance with our business plan, if achieved, could place a significant strain on our financial, technical, operational, and management resources.

As we expand our activities and increase the number of projects we are evaluating or in which we participate, there will be additional demands on our financial, technical, operational, and management resources.

The failure to continue to upgrade our technical, administrative, operating, and financial control systems or the occurrences of unexpected expansion difficulties, including the failure to recruit and retain experienced managers, geologists, engineers, and other professionals in the oil and natural gas industry, whether as contractors or employees, could have a material adverse effect on our business, financial condition and results of operations and our ability to timely execute our business plan.

Our ability to succeed depends in part on the ability of CoJax and Barrister management to handle any growth in oil drilling and production and add qualified personnel and retain qualified personnel as any growth requires to competently manage the growth.

If we are unable to manage growth and its challenges, then CoJax-Barrister may never be a profitable or sustainable enterprise.

We may incur losses as a result of title defects in the properties in which we invest .

It is the normal practice in oil and gas exploration industry for the person or company acting as the operator of the oil rig or well to obtain a preliminary title review to ensure there are no obvious defects in title to the well.

Frequently, as a result of such examinations, certain curative work must be done to correct defects in the marketability of the title, and such curative work entails expense.

Our failure to cure any title defects may delay or prevent us from utilizing the associated mineral interest, which may adversely impact our ability in the future to increase production and reserves.

Additionally, undeveloped acreage has greater risk of title defects than developed acreage.

If there are any title defects or defects in the assignment of leasehold rights in properties in which we hold an interest, we will suffer a financial loss.

Under the C.O.P.

Agreements, Barrister had until August 31, 2019, to assert any title defects for the Barrister Oil Rights, and Barrister asserted no such title defects.

If there are title defects to the Barrister Oil Rights, then Barrister has effectively waived the right to object and would have no recourse for the financial consequences of any title defects.

As such, CoJax may have no recourse if the Barrister Oil Rights have any title defects that prevent oil exploration and production.

With respect to future acquisitions of oil and gas exploration and production rights and leases after the acquisition of Barrister, if any, those rights and leases may not produce oil as projected, and we may be unable to determine reserve potential, identify liabilities associated with the properties that we acquire or obtain protection from sellers or lessors against such liabilities.

Acquiring oil and natural gas exploration and production rights and leases requires us to assess reservoir and infrastructure characteristics, including recoverable reserves, development and operating costs, and potential environmental and other liabilities.

This review will not necessarily reveal all existing or potential problems.

In the course of our due diligence, we may not inspect every well or pipeline.

We cannot necessarily observe structural and environmental problems, such as pipe corrosion, when an inspection

We may not be able to obtain contractual indemnities from the seller or lessors for liabilities created prior to our purchase or lease of the property.

We may be required to assume the risk of the physical condition of the properties in addition to the risk that the properties may not perform in accordance with our expectations.

These risks could render unprofitable our drilling operations and significantly impact the overall financial performance and condition of CoJax-Barrister.

CoJax needs additional working capital to fund the expansion of drilling operations to progress beyond a subsistence level of oil-based revenue.

Small independent oil producers like CoJax-Barrister often experience an inability to obtain affordable debt or equity financing for expanding oil production due to limited collateral and limited oil production and revenues from operations.

Under the chaotic market conditions for oil in 2020 to date, CoJax and Barrister may be unable to obtain funding for the growth of drilling operations in 2021.

Obtaining financing, including the costs of such financing, will be dependent on numerous factors, including:

· general economic and capital market conditions, including the then-prevailing interest rate environment;

· credit availability from banks and other financial institutions willing to lend to small oil producers and willing to accept oil reserve estimates without actual corresponding oil production, or willing to lend without hard assets as collateral;

· investor confidence in us and our ability to increase oil production from the operating assets;

· our financial performance, especially our cash flow and profitability from operations or lack thereof;

· our level of any of our indebtedness and our compliance with covenants in debt agreements for such financing;

· attaining and maintenance of acceptable credit ratings or credit quality;

· availability of government financial assistance, including COVID-19 pandemic funding;

· provisions of tax and securities laws that may impact raising capital.

If we are unable to fund our working capital requirements, we may be required to curtail or suspend any existing operations relating to the exploration and development of oil, which in turn could lead to a possible loss of rights or leases to explore for oil, or we may be otherwise unable to implement our business development plan, complete acquisitions or take advantage of business opportunities or respond to competitive pressures, any of which could have a material adverse effect on any future production, revenues, and results of operations.

CoJax’s Business Plan may not succeed, and CoJax may be unable to attain funding for an alternative business plan.

CoJax’s business plan is to acquire oil exploration and production rights and leases in Gulf States Drilling Region with reserves that have not been extensively exploited, attain funding for enhanced exploration and production, and then use the cash flow from existing operations to seek new oil exploration and production rights and leases to exploit.

This bootstrap approach to progressing from an early development stage company to a small oil and gas production company with growing, profitable operations is subject to failure if affordable, adequate and timely funding is not attained or if CoJax acquires oil exploration and production rights and leases with reserves that prove to be unprofitable due to drilling costs, dry holes or market conditions for crude oil.

An engineering reserve report does not mean that the projected reserves exist in stated amounts or can be profitably produced and sold.

global demand for oil may decrease due to a number of factors beyond CoJax’s control or ability to foresee.

We are entering a highly competitive and highly capital-intensive industry, and any oil production may be insufficient to fund, sustain, or expand revenue-generating operations .

The oil drilling exploration and production business are capital intensive due to the cost of experienced personnel;

equipment and other assets required to drill, produce and store oil;

regulatory compliance costs;

potential liability exposures and financial impact;

and risk of unpredictable volatility in oil market prices and predatory pricing by competitors.

Drilling requires an upfront payment of operational costs with no guarantee that actual oil production will cover such expenses.

“Dry” holes for the first and/or second oil wells could deplete any available funding raised by the CoJax-Barrister and render the CoJax-Barrister insolvent.

The actual amount and timing of our future capital expenditures may differ materially from our estimates as a result of, among other things, market oil prices, actual drilling results, the availability of drilling rigs and other services and equipment, and regulatory, technological, and competitive developments.

Neither CoJax nor Barrister has cash flow or cash reserves sufficient to fund more extensive and deep drilling on Barrister Oil Rights.

While CoJax will seek such funding, there can be assurances that CoJax can obtain funding that will be sufficient to fund deep drill wells, which are needed to produce any significant levels of oil production.

Future cash flow from CoJax-Barrister’s operations and access to capital are subject to a number of variables, including:

· the market prices at which our oil production is sold;

· our proved reserves;

· the level of hydrocarbons we can produce from any future oil wells;

· our ability to acquire, locate and produce new oil reserves;

· the levels of our operating expenses;

· reduction and stabilization of the impact of COVID-19 pandemic’s ongoing disruption of and reduction in the U.S.

and global demand for oil, and reduction of COVID-19 pandemic’s significant disruption and depression of U.S.

and global economic activity.

These improvements may only come with the development of an effective, widely available vaccine and that development may not occur until 2021, if at all;

· greater availability of funding for oil exploration, which funding has always been challenging to obtain without a proven track record of profitable oil production;

· our ability to obtain and then borrow under any loan or revolving credit facility and, when and if our common stock is publicly traded, our ability to access the capital markets.

Without quotation of the common stock on NASDAQ Capital Market and primary market maker or institutional investor support, our common stock may not reach market prices that allow us to capitalize on the public equity markets for needed funding.

Due to our contractor model of operations, we will be vulnerable to any inability to engage or retain qualified operational personnel for new or existing drilling operations.

Loss of key operational personnel could cause suspension of any expanded drilling operations.

CoJax’s and Barrister’s operation plan depends on a teaming/contractor approach to operate oil rigs.

CoJax and Barrister may be unable to locate or retain a sufficient number of qualified independent contractors to operate a new or existing oil rigs.

Finding and engaging qualified independent contractors will be essential to commencing, expanding, and sustaining drilling operations.

Since CoJax-Barrister will, in all likelihood, depend on one or two new

oil rigs at the start of operations after raising sufficient working capital, any inability to engage or retain qualified independent contractors would be potentially fatal to our efforts to establish increased revenue-generating operations.

The use of independent contractors also poses the risk of such personnel leaving for more lucrative opportunities with competitors or other oil producers.

Many of our competitors can afford more lucrative compensation packages for qualified personnel.

We lack the resources to effectively compete against larger competitors for operational personnel, especially against competitors with liquid public markets for their capital stock and the ability to offer attractive stock-based incentive compensation.

The loss of key personnel by CoJax-Barrister, including operational personnel of COP used to manage Barrister’s oil production business, or COP’s refusal to continue to manage Barrister oil drilling and production, could undermine the ability of CoJax-Barrister to manage operations and implement the CoJax business plan.

Neither CoJax nor Barrister have key-man insurance or the available cash to easily employ or engage experienced, full time outside senior management personnel.

If Barrister produces oil on a more extensive and regular basis from enhanced drilling operations, the marketability of oil production will be dependent upon transportation and other facilities, certain of which Barrister does not control.

If these facilities are unavailable, our operations could be interrupted, and our revenues reduced.

The marketability of oil production will depend upon the availability, proximity, and capacity of transportation facilities owned by third parties.

Any oil production will be transported from the wellhead to gathering systems.

The oil is then transported by the purchaser by truck or other means to a transportation facility.

Neither CoJax nor Barrister will control most of these third-party transportation means and facilities, and access to them may be limited or denied.

If in the future, CoJax-Barrister is unable, for any sustained period, to implement acceptable delivery or transportation arrangements or encounter production related difficulties, it may be required to shut in or curtail production.

Any such shut-in or curtailment, or an inability to obtain favorable terms for delivery of the oil produced, would materially and adversely affect CoJax-Barrister’s efforts to attain or sustain revenues from operations and improved future financial condition and results of operations.

With any expanded oil exploration and drilling, CoJax will eventually need to replace existing oil reserves with new oil reserves and develop those oil reserves.

Failing that, oil reserves and production will decline, which would adversely affect future cash flows and results of operations.

Once CoJax-Barrister starts increased oil production, then producing oil reservoirs generally will be characterized by declining production rates that vary depending upon oil reservoir characteristics and other factors.

Unless CoJax-Barrister conducts successful ongoing exploration and development activities or continually acquires properties containing proved reserves, proved reserves would decline as those reserves are produced.

Future reserves and production, and therefore future cash flow and results of operations, are highly dependent on the success in efficiently developing current reserves and economically finding or acquiring additional recoverable oil reserves.

CoJax-Barrister may not be able to develop, find, or acquire sufficient additional reserves to replace our current and future production.

If they are unable to replace current and future oil production, the value of existing reserves will decrease, and business, financial condition, and results of operations would be materially and adversely affected.

Seismic studies do not guarantee that oil or hydrocarbons are present or, if present, will produce in economic quantities.

Oil exploration and production companies, like Barrister, rely on seismic studies to assist in assessing prospective drilling opportunities on oil and gas properties, as well as on properties that

a company may acquire.

Such seismic studies are merely an interpretive tool and do not necessarily guarantee that hydrocarbons are present or, if present, will produce in economic or profitable quantities.

Drilling for and producing crude oil are high-risk activities with many uncertainties that could adversely affect our business, financial condition, or results of operations.

CoJax-Barrister’s drilling and operating activities will be subject to many risks, including the risk that CoJax-Barrister will not discover commercially productive reservoirs or dry wells.

Drilling for crude oil can be unprofitable, not only from dry holes but from productive wells that do not produce sufficient revenues to return a profit.

Any future drilling and production operations may be curtailed, delayed, or canceled as a result of other factors, including the following:

· unusual or unexpected geological formations and miscalculations;

· fires from drilling or transport of oil or gas;

· explosions and blowouts;

· pipe or cement failures or breakdown or malfunction of oil drilling equipment;

· environmental hazards, such as natural gas leaks, oil spills, pipeline, and tank ruptures, encountering naturally occurring radioactive materials, and unauthorized discharges of toxic gases, brine, well stimulation and completion fluids, or other pollutants into the surface and subsurface environment;

· loss of drilling fluid circulation;

· title problems for the properties on which we drill and resulting restrictions or termination of lease for oil drilling and production operations;

· other facility or equipment malfunctions;

· unexpected operational events, especially the need to drill significantly deeper than originally contemplated or finding, despite an engineering study to the contrary, that the drilling site is a dry hole that produces no appreciable amounts of oil or no oil;

· shortages of skilled personnel or unexpected loss of key drilling and production workers, especially as a result of COVID-19 pandemic, which pandemic is significantly affecting the entire Gulf States Region as of the date of this Annual Report;

· shortages or delivery delays of equipment and services;

· compliance with environmental and other regulatory requirements and any unexpected remedial requirements for violations of environmental or other regulatory requirements;

· changes in laws and regulations and the impact of those changes on us;

· environmental rights group activism and activities by non-governmental organizations to restrict the exploration, development, and production of oil and natural gas so as to minimize emissions of greenhouse gases or “GHGs”;

· natural disasters, like hurricanes and tropical storms (common events in Gulf States Drilling Region), flooding, tornadoes, earthquakes, or lightning strikes;

· vandalism, theft, acts of terrorism, or other interference in operations;

· litigation that directly or indirectly hinders or suspends drilling operations, or regulatory action over missing, expired or defective permits or licenses;

· loss of key operational personnel.

Any of these risks can cause substantial losses, including personal injury or loss of life;

severe damage to or destruction of property and equipment as well as oil transportation facilities;

pollution or other environmental contamination, and resulting remedial or clean-up responsibilities and repairs to resume operations;

and regulatory fines or penalties.

Insurance against all operational risks may not be

available to CoJax or Barrister, or not affordable for either company.

Additionally, Barrister and CoJax may elect not to obtain insurance if they believe that the cost of available insurance is excessive relative to the perceived risks presented.

The occurrence of an event that is not covered in full or in part by insurance could have a material adverse impact on CoJax’ or Barrister’s business activities, financial condition, and results of operations.

Presently, CoJax and Barrister do not have insurance for operational or general liabilities.

CoJax intends to purchase overall liability insurance when it has sufficient funds.

We may not be able to afford insurance covering drilling, production, and storage of oil and establishing oil rigs unless we receive sufficient funding from this Offering and possibly other funding sources.

Barrister has operated on the assumption that it would be able to self-fund any liabilities, which assumption is based on nominal production of oil.

This assumption may be untenable with any significant expansion of drilling.

The potential lack of availability of, or cost of, drilling rigs, equipment, supplies, personnel, and crude oil field services could adversely affect our ability to execute on a timely basis exploration and development plans within any budget.

CoJax-Barrister may encounter an increase in the cost of securing needed drilling rigs, equipment, and supplies.

Larger producers may be more likely to secure access to such equipment by offering more lucrative terms.

If CoJax-Barrister is unable to acquire access to such resources or can obtain access only at higher prices, its ability to convert oil reserves into cash flow could be delayed, and the cost of producing from those oil reserves could increase significantly, which would adversely affect results of operations and financial condition.

Barrister’s current drilling operations are limited, and the availability of essential drilling assets may not become a risk factor until such time as CoJax-Barrister increases drilling operations.

Oil prices are volatile.

Any sustained decline in oil market prices could adversely affect CoJax-Barrister’s business, financial condition, and results of operations and its ability to meet capital expenditure obligations and financial commitments.

The prices CoJax-Barrister receives for oil production will heavily influence revenues, any profitability, access to capital, future rate of growth, and carrying value of oil production properties.

Oil is a commodity, and its price may fluctuate widely in response to relatively minor changes in the supply of and demand for oil and market uncertainty.

Lower commodity prices may reduce cash flows and borrowing ability.

If CoJax-Barrister is unable to obtain needed capital or financing on satisfactory terms, its ability to develop future reserves will be adversely affected.

If drilling operations are curtailed, then CoJax-Barrister may be unable to continue to hold leases and drilling rights that are scheduled to expire, which may further reduce oil reserves.

As a result, a substantial or extended decline in commodity prices may materially and adversely affect future business, financial condition, results of operations, liquidity, and ability to finance planned capital expenditures.

Historically, oil prices have been volatile due to sensitivity to political and economic developments or crises.

The prices CoJax-Barrister receives for oil production, and the levels of oil production, depend on numerous factors beyond CoJax-Barrister’s control, which include the following:

· worldwide and regional economic conditions impacting the global supply and demand for oil and the impact and duration of the effect of the COVID-19 pandemic in the U.S.

and elsewhere.

The continuing spread of COVID-19 pandemic, especially in the Gulf States Region, will negatively impact the U.S.

economy, demand for oil, and ability to operate oil drilling rigs.

The COVID-19 pandemic has the potential to undermine CoJax plans to try to establish a sustainable oil production business in 2021.

Any vaccines may prove ineffective or providing a limited immunity period.

COVID-19 virus may cycle in waves or become a seasonal threat to U.S.

and other parts of the world (according to U.S.

Government medical experts);

· the price and quantity of foreign imports of oil and impact on U.S.

investment in our common stock involves a high degree of risk.

You should carefully consider the risks and uncertainties described

below before making a decision to invest in our common stock.

The risks and uncertainties discussed below are not the only ones

Risks could also harm our business, operating results, financial condition, or prospects, and uncertainties not currently

known to us or that we currently do not believe are material, and these risks and uncertainties could result in a complete loss

of your investment.

Prior to the Barrister Acquisition, we did not have revenue-generating operations that will fund our operating

While we began to generate revenue following the Barrister Acquisition, our business, operating results, financial

condition, or prospects could be materially and adversely affected by any of these risks and uncertainties.

In assessing the risks

and uncertainties described below, you should also refer to the other information contained herein, including our consolidated

financial statements, pro forma financial statements, and the related notes thereto.

RELATED TO OUR BUSINESS

Related to the Oil & Natural Gas Industry

and natural gas prices are volatile, and any sustained decline in oil market prices could adversely affect the Company’s

business, financial condition, results of operations, and its ability to meet capital expenditure obligations and financial commitments.

success is highly dependent on prices for oil and natural gas, which have in recent years been, and we expect will continue to

be, extremely volatile.

Oil is a commodity, and its price may fluctuate widely in response to relatively minor changes in the

supply of and demand for oil and market uncertainty.

Historically, oil prices have been volatile due to sensitivity to political

and economic developments or crises.

The prices we receive for oil production, and the levels of oil production, depend on numerous

factors beyond our control, which include worldwide and regional economic conditions affecting the global supply and demand for

oil, such as:

levels of production,

domestic and worldwide inventories;

the capacity of

and international refiners to use U.S.

supplies of oil, natural gas and NGLs

the price and quantity

of foreign imports of oil and their effect on U.S.

oil producers;

· political and economic conditions in or affecting other oil-producing regions or countries, including the Middle East, Africa, South America and Russia, which can affect global oil market price;

· actions of the OPEC, its members and other state-controlled oil companies relating to oil price and production controls, especially production disputes between Saudi Arabia and Russia, who often have differing goals;

· the level of global exploration, development, and production of oil;

· the level of global oil inventories – COVID-19 pandemic has been creating surpluses in oil inventories;

· prevailing prices on local price indexes for oil in the area in which Barrister operates and sells;

· the proximity, capacity, cost, and availability of oil gathering and transportation facilities;

· localized and global oil supply and demand fundamentals and transportation availability;

· the cost of exploring for, developing, producing and transporting oil which cost may go up due to oil storage surpluses created by COVID-19 pandemic;

· weather conditions and other natural disasters, and storms in the Gulf States Drilling Region appear to increase in intensity due to global warming and in the past five years;

· technological advances affecting oil consumption, especially the growing production of electric-powered cars, trucks, and buses;

· the price and availability and consumer demand for alternative fuels to oil and reduction in use of products that are made from oil, especially certain plastics, which demand is fueled by environmental concerns;

· expectations about future commodity prices, which is unpredictable due to inability to forecast the duration and scope of impact of COVID-19 pandemic;

· climate control legislation that increases the cost and lowers the demand for oil by providing incentives and tax benefits for use of non-oil fuels, reducing tax allowances and increasing tax on use of oil-based fuels and imposing limits on use of oil-based fuels;

· impact of existing U.S.

relative price and

availability of alternative forms of energy;

political and economic

conditions in or affecting other oil-producing regions or countries, including the Middle East, Africa, South America, current

invasion of Ukraine by Russia, which significantly affects global oil market price

actions of the OPEC,

its members, and other state-controlled oil companies relating to oil price and production controls, especially production

disputes between Saudi Arabia and Russia, who often have different goals

the level of global

exploration, development, and production of oil

the proximity, capacity,

cost, and availability of oil gathering and transportation facilities;

localized and global

oil supply and demand fundamentals and transportation availability

the cost of exploring

for, developing, producing, and transporting oil which cost may go up due to oil storage surpluses created by COVID-19 pandemic

weather conditions

and other natural disasters, and storms in the Gulf States Drilling Region appear to increase in intensity in the past five

technological advances

affecting oil consumption, especially the growing production of electric-powered cars, trucks, and buses

the price and availability

and consumer demand for alternative fuels to oil and reduction in the use of products that are made from oil, especially certain

plastics, which demand is fueled by environmental concerns

climate control

legislation that increases the cost and lowers the demand for oil by providing incentives and tax benefits for use of non-oil

effect of existing

federal, state, and local, and non-U.S.

governmental regulation and taxes.

Conservation measures and technological advances could reduce demand for oil.

Fuel conservation requirements, development and industry trend towards electrical motor vehicles and trucks (coupled with improvements in the economy and performance of electrical vehicles);

alternative fuel requirements, increasing consumer demand for “green” alternatives to oil, technological advances in fuel economy and energy generation devices will in all likelihood reduce ongoing demand for oil.

The impact of the changing demand for oil may have a material adverse effect on CoJax-Barrister’s business, financial condition, results of operations, and cash flows.

Growing global and U.S.

public support for climate control laws and actions, a shift caused by mounting scientific evidence of the legitimacy of concerns about the devastating potential of unchecked global warming caused by fossil-fuel use, will also in all likelihood impose a legal or regulatory environment hostile to oil use.

While the current administration in the White House has sought to roll back or eliminate conservation and environmental restrictions and burdens on fossil fuel industries, the courts have blocked some of those efforts, and private sector development of new technologies, like electric-powered vehicles, continues a trend to reduce reliance on oil in some industrial sectors.

Any oil exploration and production operations that we acquire, including Barrister, may not be able to keep pace with technological developments in the oil and gas industry .

The oil and gas industry are

characterized by rapid and significant technological advancements and introductions of new products and services using new technologies.

Fracking is one example.

As others use or develop new technologies, any oil exploration and production operations that we may acquire may be placed at a competitive disadvantage, or competitive pressures may force us to implement those new technologies at substantial costs.

In addition, oil companies may have far greater financial, technical, and personnel resources that allow them to enjoy technological advantages and may, in the future, allow them to implement new technologies before any of our acquired operations can.

We or any acquired oil exploration and production operations may not be able to respond to these competitive pressures and implement new technologies on a timely basis or at an acceptable cost.

If one or more of the technologies that any acquired oil exploration and production operation uses were to become obsolete and that operation could not use the most advanced commercially available technology, the operation’s business, financial condition, and results of operations could be materially adversely affected.

Cyber-attacks targeting systems and infrastructure used by the oil and gas industry may adversely impact our operations.

Oil and gas exploration and production companies have become increasingly dependent on digital or online or wireless technologies to conduct certain exploration, development, production, and financial activities.

If any oil and gas exploration and production operation that we acquire depends on digital, online, or wireless technology to estimate quantities of oil and gas reserves and management oil production and distribution, then its process and record financial and operating data, seismic and drilling information, and communications with its employees and third-party partners will be vulnerable to cyber-attacks or hacking or malware infection.

Unauthorized access to seismic data, reserves information, or other proprietary information could lead to data corruption, communication interruption, or other operational disruptions in exploration or production operations.

Also, computers control nearly all of the oil and gas distribution systems in the United States and abroad, which are necessary to transport our production to market.

A cyber-attack directed at oil and gas distribution systems could damage critical distribution and storage assets or the environment, delay or prevent delivery of production to markets and make it difficult or impossible to accurately account for production and settle transactions.

While Barrister has not experienced cyber-attacks, there is no assurance that Barrister or other acquired operations will not suffer such attacks and resulting losses in the future.

The limited operations of CoJax and Barrister and resulting limited reliance on digital, online, and wireless technologies have reduced the level of cyber-attack risks, but, as CoJax-Barrister operations expand, the reliance on digital, online, and wireless technologies will increase and exposure to cyber-attack will increase.

CoJax-Barrister will have to fund and develop enhanced technological and internal control protections against heightened risk of cyber-attacks.

Further, as cyber-attacks continue to evolve, any acquired operations may be required to expend significant additional resources to continue to modify or enhance its protective measures or to investigate and remediate any vulnerability to cyber-attacks.

federal income tax deductions currently available with respect to oil and natural gas drilling and development may be eliminated as a result of future legislatio n.

Possible elimination of certain key U.S.

federal income tax incentives currently available to oil and gas exploration and production could be eliminated in the future.

If enacted into law, any such proposals would eliminate certain tax preferences applicable to taxpayers engaged in the exploration or production of natural resources.

These changes may include, but are not limited to, (i) the repeal of the percentage depletion allowance for oil and natural gas properties, (ii) the elimination of current deductions for intangible drilling and development costs, (iii) the elimination of the deduction for certain domestic production activities and (iv) increasing the amortization period for certain geological and geophysical expenditures paid or incurred in connection with the exploration for or development of, oil and gas within the United States.

It is unclear whether these or similar changes will be enacted and, if enacted, how soon any such changes could become effective.

passage of any legislation as a result of these proposals or any other similar changes in U.S.

federal income tax laws could eliminate or postpone certain tax deductions that are currently available with respect to oil and natural gas exploration and development, and any such change could increase our tax liability and negatively impact our financial condition and results of operations.

While the Trump Administration has been focused on eliminating or reducing regulatory burdens on oil and gas exploration and production companies, a change in control of the White House in 2020 could result in a dramatic return to anti-oil regulation and legal requirements.

If we acquire other oil exploration and production operations, and oil and gas prices decrease, we may be required to take write-downs of the carrying values of oil and gas properties.

Certain accounting rules may require us to write down the carrying value of any acquired oil and gas properties when oil and gas prices decrease or when we have substantial downward adjustments of any estimated proved reserves, increases in estimates of development costs, or deterioration in exploration results.

Once incurred, a write-down of oil and gas properties is not reversible at a later date.

Any write-down would constitute a non-cash charge to earnings and could have a material adverse effect on results of operations for the periods in which such charges are taken.

The financial reporting obligations of being a public company in the United States are expensive and time-consuming and may place significant additional demands on our management.

CoJax is subject to public company reporting obligations under the Exchange Act.

These obligations include the costs resulting from public company reporting obligations under the Exchange Act and the rules and regulations regarding corporate governance practices, including those under the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2012.

Our management and other personnel need to devote a substantial amount of time to ensure that we comply with all of these requirements.

Moreover, despite recent reforms made possible by the Jumpstart Our Business Start-Ups Act, consummation of the Barrister Agreement will expand our operations and increase the cost of compliance with the reporting requirements and will make some activities more time-consuming and costlier, particularly after we are no longer an “emerging growth company.” Any changes that we make to comply with these obligations may not be sufficient to allow us to satisfy our obligations as a public company on a timely basis, or at all unless we devote the resources to enhance or adjust internal controls and procedures to match growing operations and growing complexity of underlying financial and accounting work.

Commission Office of the Chief Accountant (“OCA”) issued a statement in April 2020 regarding the importance of high-quality financial reporting in light of the significant impacts of COVID-19 pandemic.

The impact of COVID-19 pandemic on public company’s internal controls and systems and additional resources, including increased work by public auditors, will add to the overall cost of operating a public company.

While we intend to acquire basic business liability insurance, we do not currently have insurance.

If and when we acquire insurance, we may not have enough insurance to cover all of the risks we face, and operators of prospects in which we participate may not maintain or may fail to obtain adequate insurance.

While we intend to obtain business liability insurance, the business liability insurance may not cover all potential liabilities.

Any liability insurance for Barrister may not cover all liabilities of Barrister.

We may elect not to carry insurance if our management believes that the cost of available insurance is excessive relative to the risks presented.

We cannot insure fully against pollution and environmental risks.

The occurrence of an event not fully covered by insurance could have a material adverse effect on our financial condition and results of operations.

“Material adverse effect” means an impact that could

impose liabilities that would substantially tax cash flow or be beyond the ability of CoJax to pay or restructure.

The impact of hurricanes in the Gulf States Drilling Region has resulted in escalating insurance costs and less favorable coverage terms.

Oil and natural gas operations are subject to particular hazards incident to the drilling and production of oil and natural gas, such as blowouts, cratering, explosions, uncontrollable flows of oil, natural gas or well fluids, fires, and pollution, and other environmental risks.

These hazards can cause personal injury and loss of life, severe damage to and destruction of property and equipment, pollution or environmental damage, and suspension of operation.

The occurrence of a significant adverse event that is not fully covered by insurance could result in the loss of our total investment in a particular prospect, which could have a material adverse effect on our financial condition and results of operations.

Barrister, as an operator of oil drilling operations, faces greater, more varied liability risks than CoJax.

CoJax assumes that the lender for any debt funding of Barrister’s future drilling operations would require adequate insurance coverage for Barrister, and CoJax intends to include insurance coverage for Barrister, subject to the ability of CoJax to pay the premiums for that coverage.

We do not have directors’ and officers’ liability insurance due to the cost.

The lack of directors’ and officers’ liability insurance hinders our ability to attract directors and officers.

We intend to seek to purchase directors’ and officers’ liability insurance if we have sufficient cash reserves from the net proceeds of this Offering or future funding efforts.

Typically, such insurance costs $100,000 or more per annum, if available.

Further, directors’ and officers’ insurance requires that the insured company cover the first $300,000 or more of costs prior to insurance coverage occurring.

This high deductible can be beyond the financial means of a small company and effectively denies the insured company of the benefits of the insurance.

If we do not have sufficient cash to purchase directors’ and officers’ liability insurance, our ability to attract and retain qualified officers and directors will suffer, especially in light of the lack of a public market for the common stock and resulting inability to offer incentive compensation to directors and officers.

We may be unable to find an insurer willing to provide directors’ and officers’ liability insurance since we are an early stage development company with limited operating history and no revenue generating operations.

CoJax and its wholly owned Barrister Energy, LLC face extensive government regulation and compliance requirements imposed by numerous federal, state, and local laws and regulations governing oil and gas exploration, production, and transportation.

This regulatory scheme also poses the risk of government civil and criminal actions and private citizen civil lawsuits against Barrister or CoJax or both companies.

CoJax and Barrister, as small early-stage development companies, could be driven in bankruptcy, liquidation or dissolution by government or private plaintiff legal proceedings or by any sanctions, fines, penalties or money judgments or awards imposed for violation of a variety of federal, state, and local laws and regulations governing oil and gas operations.

While CoJax intends to use some of the net proceeds of this Offering to acquire liability insurance, the Company may be unable to attain such insurance coverage or attain adequate insurance coverage or to establish any cash reserve for all possible liabilities and legal proceedings.

Even a baseless or frivolous regulatory action or private plaintiff legal proceeding could, by the cost of the defense, undermine and cause the failure of CoJax-Barrister.

Any oil and gas exploration and production operated by CoJax-Barrister are or may become subject to numerous environmental and occupational health and safety laws and regulations that may be imposed domestically at the federal, regional, state, and local levels.

The more significant of these environmental and occupational health and safety laws and regulations include the following:

Clean Air Act, which restricts the emission of air pollutants from many sources and imposes various pre-construction, operational, monitoring, and reporting requirements, and that the Environmental Protection Agency or “EPA” has relied upon as authority for adopting climate change regulatory initiatives relating to Green House Gases or “GHG” emissions.

Federal Water Pollution Control Act, also known as the federal Clean Water Act, regulates discharges of pollutants from facilities to state and federal waters and establishes the extent to which waterways are subject to federal jurisdiction and rulemaking as protected waters of the United States.

Oil Pollution Act of 1990, which subjects owners and operators of vessels, onshore facilities, and pipelines, as well as lessees or permittees of areas in which offshore facilities are located, to liability for removal costs and damages arising from an oil spill in waters of the United States.

Comprehensive Environmental Response, Compensation and Liability Act of 1980, which imposes liability on generators, transporters, and arrangers of hazardous substances at sites where hazardous substance releases have occurred or are threatening to occur.

Resource Conservation and Recovery Act, which governs the generation, treatment, storage, transport, and disposal of solid wastes, including hazardous wastes.

Safe Drinking Water Act (“SDWA”), which ensures the quality of the nation’s public drinking water through the adoption of drinking water standards and control over the injection of waste fluids into below-ground formations that may adversely affect drinking water sources.

Emergency Planning and Community Right-to-Know Act, which requires facilities to implement a safety hazard communication program and disseminate information to employees, local emergency planning committees, and response departments on toxic chemical uses and inventories.

Occupational Safety and Health Act, which establishes workplace standards for the protection of the health and safety of employees, including the implementation of hazard communications programs designed to inform employees about hazardous substances in the workplace, potentially harmful effects of these substances, and appropriate control measures.

Endangered Species Act, which restricts activities that may affect federally identified endangered and threatened species or their habitats through the implementation of operating restrictions or a temporary, seasonal, or permanent ban in affected areas.

National Environmental Policy Act, which requires federal agencies, including the Department of the Interior, to evaluate significant agency actions having the potential to impact the environment and that may require the preparation of environmental assessments and more detailed environmental impact statements that may be made available for public review and comment.

Department of Transportation regulations, which relate to advancing the safe transportation of energy and hazardous materials and emergency response preparedness.

There may also exist regional, state, and local jurisdictions in the United States where CoJax-Barrister operates or may operate that also have, or are developing or considering developing, similar environmental and occupational health and safety laws and regulations governing many of these same types of activities.

Further, environmental and occupational health and safety laws and regulations, including new or amended legal requirements, are expected to have a considerable impact on any expanded CoJax-Barrister operations in terms of compliance costs.

factors make it extremely difficult to predict future oil, natural gas and NGLs price movements with any certainty.

three years ended December 31, 2024, NYMEX WTI prices ranged from a high of $123.64 per barrel on March 8, 2022, to a low of $65.75

per barrel on September 10, 2024, and NYMEX Henry Hub prices ranged from a high of $9.51 per MMBtu on August 17, 2022, to a low

of $1.21 per MMBtu on November 11, 2024.

We make price assumptions that are used for planning purposes, and a significant portion

of our cash outlays, are largely fixed in nature.

Accordingly, if commodity prices are below the expectations on which these commitments

were based, our financial results are likely to be adversely and disproportionately affected because these cash outlays are not

variable in the short term and cannot be quickly reduced to respond to unanticipated decreases in commodity prices.

Specifically,

prices of oil, and NGLs may adversely affect our revenues, cash flows, earnings and returns;

our ability to attract capital to

finance our operations and the cost of the capital;

the profit or loss we incur in exploring for and developing our reserves;

and the value of our oil and natural gas properties.

substantial or extended decline in commodity prices may also reduce the amount of oil and natural gas that we can produce economically

and cause a significant portion of our development projects to become uneconomic.

This may result in our having to make significant

downward adjustments to our estimated proved reserves.

A reduction in production could also result in a shortfall in expected

cash flows and require us to reduce capital spending, which could negatively affect our ability to replace our production and

our future rate of growth, or require us to borrow funds to cover any such shortfall, which we may be unable to obtain at such

time on satisfactory terms.

Additionally, if we are required to curtail our drilling program, we may be unable to continue to

hold leases that are scheduled to expire, which may further reduce our reserves.

As a result, if oil and/or NGL prices experience

a sustained period of weakness, our future business, financial condition, results of operations, liquidity, and ability to finance

planned capital expenditures may be materially and adversely affected.

business is subject to climate-related transition risks, including evolving climate change legislation, fuel conservation measures,

technological advances and negative shift in market perception towards the oil and natural gas industry, which could result in

increased operating expenses and capital costs, financial risks and potential reduction in demand for oil and natural gas.

governmental and regulatory bodies, as well as investors, consumers, industry and other stakeholders increasingly focus on combating

climate change.

This attention resulted in the enactment of climate change-related regulations, policies and initiatives, including

alternative energy requirements, new fuel consumption standards, energy conservation and emissions reductions measures and responsible

energy development;

technological advances with respect to the generation, transmission, storage and consumption of energy, increased

availability of, and increased demand from consumers and industry for, energy sources other than oil and natural gas (including

wind, solar, nuclear, and geothermal sources as well as electric vehicles); and development of, and increased demand from

consumers and industry for, lower-emission products and services (including electric vehicles and renewable residential and commercial

power supplies) as well as more efficient products and services.

developments may in the future adversely affect the demand for products manufactured with, or powered by, petroleum products,

as well as the demand for, and in turn the prices of, oil and natural gas products.

Such developments may also adversely impact,

among other things, our stock price and access to capital markets, and the availability to us of necessary third-party services

and facilities that we rely on, which may increase our operational costs and adversely affect our ability to successfully carry

out our business strategy.

Climate change-related developments may also impact the market prices of or our access to raw materials

such as energy and water and therefore result in increased costs to our business.

broadly, the enactment of climate change-related regulations, policies and initiatives across the market at the government, corporate,

and/or investor community levels may in the future result in increases in our compliance costs and other operating costs and have

other adverse effects (e.g., greater potential for governmental investigations or litigation).

studies do not guarantee that oil or hydrocarbons are present or, if present, will produce in economic quantities.

exploration and production companies, like we are, rely on seismic studies to assist in assessing prospective drilling opportunities

on oil and gas properties, as well as on properties that a company may acquire.

Such seismic studies are merely an interpretive

tool and do not necessarily guarantee that hydrocarbons are present or, if present, will produce in economic or profitable quantities.

on our ability to obtain, recycle and dispose of water may impact our ability to execute our drilling and development plans in

a timely or cost-effective manner .

is an essential component of both the drilling and hydraulic fracturing processes.

If drought conditions were to occur or demand

for water were to outpace supply, our ability to obtain water could be impacted and in turn, our ability to perform hydraulic

fracturing operations could be restricted or made more costly.

If we are unable to obtain water to use in our operations from

local sources, we may be unable to economically produce oil and natural gas, which could have an adverse effect on our financial

condition, results of operations and cash flows.

In addition, significant amounts of water are produced in our operations.

access to or availability of water recycling or water disposal facilities could adversely affect our production volumes or significantly

increase the cost of our operations.

in the oil and gas industry are subject to numerous laws that can affect the cost, manner, or feasibility of doing business.

and production activities in the oil and gas industry are subject to various laws and regulations.

Any oil and gas exploration

and production operated by the Company are or may become subject to numerous environmental and occupational health and safety

laws and regulations that may be imposed domestically at the federal, regional, state, and local levels.

The more significant

of these environmental and occupational health and safety laws and regulations include the following:

Act, which restricts the emission of air pollutants from many sources and imposes various pre-construction, operational, monitoring,

and reporting requirements, and the Environmental Protection Agency or “EPA” has relied upon as authority for

adopting climate change regulatory initiatives relating to Green House Gases or “GHG” emissions.

Water Pollution Control Act, also known as the Federal Clean Water Act, which regulates discharges of pollutants from facilities

to state and federal waters and establishes the extent to which waterways are subject to federal jurisdiction and rulemaking

as protected waters of the United States

Oil Pollution

Act of 1990, which subjects owners and operators of vessels, onshore facilities, and pipelines, as well as lessees or permittees

of areas in which offshore facilities are located, to liability for removal costs and damages arising from an oil spill in

waters of the United States

Comprehensive

Environmental Response, Compensation and Liability Act of 1980, which imposes liability on generators, transporters, and arrangers

of hazardous substances at sites where hazardous substance releases have occurred or are threatening to occur

Conservation and Recovery Act, which governs the generation, treatment, storage, transport, and disposal of solid wastes,

including hazardous wastes

Safe Drinking

Water Act (“SDWA”), which ensures the quality of the nation’s public drinking water through the adoption

of drinking water standards and control over the injection of waste fluids into below-ground formations that may adversely

affect drinking water sources

Planning and Community Right-to-Know Act, requires facilities to implement a safety hazard communication program and disseminate

information to employees, local emergency planning committees, and response departments on toxic chemical uses and inventories

Safety and Health Act, which establishes workplace standards for the protection of the health and safety of employees, including

the implementation of hazard communications programs designed to inform employees about hazardous substances in the workplace,

potentially harmful effects of these substances, and appropriate control measures

Species Act, restricts activities that may affect federally identified endangered and threatened species or their habitats

through the implementation of operating restrictions or a temporary, seasonal, or permanent ban in affected areas

Environmental Policy Act, requires federal agencies, including the Department of the Interior, to evaluate significant agency

actions having the potential to affect the environment and that may require the preparation of environmental assessments and

more detailed environmental impact statements that may be made available for public review and comment

of Transportation regulations, which relate to advancing the safe transportation of energy and hazardous materials and emergency

response preparedness.

environmental and occupational health and safety laws and regulations, including new or amended legal requirements, are expected

to have a considerable effect on any expanded Company’s operations in terms of compliance costs.

addition, regional, state, and local jurisdictions in the United States where the Company operates or may operate also have, or

are developing or considering developing, similar environmental and occupational health and safety laws and regulations governing

many of these same types of activities.

The State of Alabama has extensive operation and licensing laws for oil drilling.

The State Oil and Gas Board of Alabama is a regulatory agency of the State of Alabama with the statutory charge of regulating oil exploration and production, including preventing waste and promoting the conservation of

oil and gas while ensuring the protection of both the environment and the correlative rights of owners.

This board is granted broad authority in Alabama oil and gas conservation statutes to promulgate and enforce rules and regulations to ensure the conservation and proper development of Alabama's petroleum resources.

CoJax will rely on Barrister consultants and local legal counsel for compliance with state regulatory regime.

Regulatory bodies at the federal, regional, state, tribal, and local levels in the United States as well as internationally and certain non-governmental organizations have been increasingly focused on GHG emissions and climate change issues.

The EPA has adopted regulations for certain large sources regulating GHG emissions as pollutants under the U.S Clean Air Act.

Developments in GHG initiatives may adversely affect CoJax-Barrister and other similarly situated companies operating in the oil and gas industry by imposing additional and expensive regulatory compliance requirements.

Barrister acquired certain oil and natural gas properties from COP, and any prior operators’ actions with respect to the management and disposal or release of hydrocarbons, hazardous substances, or wastes were not under Barrister’s control.

Under environmental laws and regulations, Barrister and CoJax could incur liability for remediating hydrocarbons, hazardous substances, or wastes disposed of or released by prior owners or operators of Barrister’s Oil Rights.

CoJax-Barrister could incur costs related to the for disposal or to which it sent equipment for cleaning, and for damages to natural resources or other claims related to releases of regulated substances at or from such third-party sites.

These environmental and occupational health and safety laws and regulations generally restrict the level of pollutants emitted to ambient air, discharges to surface water, and disposals or other releases to surface and below-ground soils and groundwater.

Failure to comply with these laws and regulations may result in the assessment of sanctions, including administrative, civil, and criminal penalties;

the imposition of investigatory, remedial, and corrective action obligations or the incurrence of capital expenditures;

the occurrence of delays or cancellations in the permitting, development, or expansion of projects;

and the issuance of injunctions restricting or prohibiting some or all of Barrister’s activities in a particular area.

There are environmental laws that provide for citizen suits, which allow private entities to act in the place of the government and sue operators for alleged violations of environmental law.

Prior environmental compliance costs by Barrister have not had a material adverse effect on its results of operations, but there can be no assurance that such costs will not be material in the future or that such future compliance will not have a material adverse effect on CoJax-Barrister’s financial and business operation results.

The ultimate financial impact arising from environmental laws and regulations is neither clearly known nor determinable as existing standards are subject to change, and new standards continue to evolve.

Neither CoJax nor Barrister has insurance covering environmental and occupational health and safety risks, and any insurance may not cover penalties or fines that may be issued by a governmental authority.

Both Barrister and CoJax lack insurance to cover potential violations and resulting liabilities for environmental and occupational health and safety laws and regulations as well as claims for damages to property or persons or imposition of penalties resulting from CoJax’s or Barrister’s operations, and the lack of coverage could have a material adverse effect or cause the failure of Barrister and, if the Barrister Agreement is consummated, of CoJax.

CoJax intends to use net proceeds from this Offering to fund

purchase of basic liability insurance, but insurance will not cover all liabilities, especially certain environmental liabilities stemming from past acts.

Terrorist attacks aimed at energy operations could adversely affect Barrister’s or any future oil exploration and production business.

The continued threat of terrorism and the impact of military and other government action have led and may lead to further increased volatility in prices for oil and natural gas and could affect these commodity markets or the financial markets.

government has issued warnings that energy assets may be a future target of terrorist organizations.

These developments have subjected our oil and natural gas operations to increased risks.

Any future terrorist attack on facilities used by Barrister or other future oil exploration and production operations, those of such operations’ customers, the infrastructure used for transportation of oil, and, in some cases, those of other energy companies, could have a material adverse effect on Barrister or CoJax.

Barrister has a limited customer base for its oil production due to its limited oil production and operating history.

The cost of and difficulty in expanding the customer base for increased production from the Barrister Oil Rights is unknown.

We can only determine the cost and difficulty of expanding Barrister’s customer base based on actual oil production and then current market conditions and demand for oil.

As such, we cannot predict the cost and ease or difficulty of selling increased oil production from Barrister Oil Rights.

This unknown factor in commercially exploiting any increased oil production from the Barrister Oil Rights increases the risk of investing in the shares of the Company because it renders uncertain a key factor in future profitability of CoJax-Barrister.

RISKS RELATED TO OUR COMMON STOCK

No public market and no liquid public market may develop for our common stock.

Our common stock is not authorized for trading or quotation on any national securities exchange or national quotation system.

Our common stock is not quoted on the Pink Sheet or Gray Market of the over the counter market.

While we intend to seek approval for quotation of our common stock on the NASDAQ Capital Market, we do not meet the requirements for quotation of the common stock on the NASDAQ Capital Market as of the date of this Annual Report, and there is no guarantee that we will be able to meet the requirements for quotation of the common stock on NASDAQ Capital Market or will be approved for quotation of our common stock on the NASDAQ Capital Market or any other public stock market.

Even if our common stock is quoted on a national securities exchange or national quotation system, the lack of primary market makers and institutional investors may cause the public market for our common stock to have limited or no liquidity and investors may be unable to trade shares of common stock when desired and in desired numbers.

When and if the common stock trades on a public market, our stock price may be volatile, and the value of any investment in our common stock may decline or never appreciate.

If the common stock publicly trades, then the trading price of our common stock is likely to be highly volatile and could be subject to wide fluctuations in response to various factors, many of which are beyond our control.

We may lack the primary market makers and institutional investors that protect a stock from volatility due to day trading or other manipulative practices.

Our common stock will likely be a “penny stock” (as defined under Commission rules) and be rejected by broker-dealers for deposit or trading.

“Penny stocks” are often deemed too risky for many institutional investors and individual investors.

In addition to the factors discussed in this "Risk Factors"

section and elsewhere in this Annual Report, these factors include:

· our operating performance and the operating regulations affecting our business;

· changes in our board of directors or management;

· the publication of research reports about us or our industry or changes in recommendations or withdrawal of research coverage by securities analysts, or the lack of such coverage for our common stock;

· public reaction to our press releases, other public announcements, and filings with the SEC, including related to new services or functionalities or announced or completed acquisitions;

· changes in accounting standards, policies, guidelines, interpretations or principles;

· any sales of shares of our common stock by us or our existing shareholders;

· Overall market and market price for our oil;

· The extent of or lack of market support from broker-dealer market makers and institutional investors;

· General political and economic conditions.

The stock market in general, and the market for oil and gas production companies in particular, have experienced extreme price and volume fluctuations in 2019 and 2020, which have often been unrelated or disproportionate to the operating performance of those companies.

The worldwide market for crude oil is volatile and subject to wide swings based on news of political or international crises, OPEC member disputes, unilateral actions of major oil producers like Saudi Arabia and Russia, or economic news.

Broad market and industry factors may seriously affect the market price of our common stock if it publicly trades and regardless of actual operating performance.

When and if our common stock is publicly traded, and when we have public investor shareholders, then securities class action litigation has often been instituted against companies following periods of volatility in the market price of their securities.

This form of litigation, if instituted against us, could result in very substantial costs, divert our management's attention and resources, and harm our business, operating results, and financial condition.

We do not have a reserve for litigation, and we may be unable to afford any extended litigation.

We are an “emerging growth company,” and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our shares of common stock less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act.

For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that apply to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act reduced disclosure obligations regarding executive compensation, our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

We could be an emerging growth company for up to five years.

However, circumstances could cause us to lose that status earlier, including if the market value of our shares of common stock held by non-affiliates exceeds $700 million or if we have total annual gross revenue of $1.0 billion or more during any fiscal year before that time, in which cases we would no longer be an emerging growth company as of the following December 31st, or if we issue more than $1.0 billion in non-convertible debt during any three-year period before that time, in which case we would no longer be an emerging growth company immediately.

We cannot predict if investors will find our shares of common stock less attractive because we may rely on these exemptions.

If some investors find our shares of common stock less attractive as a result, and our

common stock is publicly traded, then there may be a less active trading market for our shares of common stock, and our share price may be more volatile or depressed.

Under the JOBS Act, emerging growth companies also can delay adopting new or revised accounting standards until those standards apply to private companies.

We have elected to receive the reduced disclosure benefits of the JOBS Act.

Investors will experience dilution of their ownership interest due to the future issuance of additional shares of our common stock.

We are in a capital-intensive business and may not have sufficient funds to finance the growth of our business, future acquisitions, or to support our projected capital expenditures.

In the future, we intend to issue our previously authorized and unissued securities, resulting in the dilution of the ownership interests of purchasers of our common stock offered hereby.

Under our Amended and Restated Articles of incorporation, as amended, we are authorized to issue 300,000,000 shares of common stock, $0.01 par value per share and 50,000,000 shares of preferred stock, $0.01 par value per share, which include 500,000 shares of Series A Convertible Preferred Stock with preferences and rights as determined by our Board.

The potential issuance of additional shares of common stock or preferred stock or convertible debt may create downward pressure on the trading price of our common stock.

We may also issue additional shares of our common stock or other securities that are convertible into or exercisable for our common stock in future public offerings or private placements for capital raising purposes or for other business purposes, potentially at an offering price, conversion price or exercise price that is below the trading price of our common stock.

The lack of securities analyst industry coverage of our common stock could adversely impact its market value.

If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they change their recommendations regarding our common stock adversely, and if the common stock is publicly traded, then the stock price and trading volume of our common stock could decline – perhaps dramatically.

The trading market for our common stock, if it develops, will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market, or our competitors.

If any of the analysts who may cover us change their recommendation regarding our common stock adversely, or provide more favorable relative recommendations about our competitors, the price of our common stock would likely decline.

If any analyst who may cover us were to cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause the stock price or trading volume of our common stock to decline.

As an early-stage development company, even with the acquisition of Barrister, it is unlikely that we will be the subject of securities analyst industry coverage until we become profitable and have an active, liquid public market for our common stock, which status may never be attained by our company or our common stock.

If a public market develops for our common stock and if our common stock does not trade above $5.00 or stays below $5.00 per share, then FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock.

FINRA has adopted rules that relate to the application of the SEC’s penny stock rules in trading securities and require that a broker/dealer have reasonable grounds for believing that the investment is suitable for that customer, prior to recommending the investment.

Prior to recommending speculative, low priced securities (being ones below $5 per share) to their non-institutional customers, broker/dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives, and other information.

Under interpretations of these rules, FINRA believes that there is a high probability that speculative, low priced securities will not be suitable for at least some customers.

The FINRA requirements make it more difficult for broker/dealers to recommend

that their customers buy our common stock, which may have the effect of reducing the level of trading activity and liquidity of our common stock (when and if it is publicly traded).

Further, many brokers charge higher transactional fees for penny stock transactions.

As a result of the foregoing issues, fewer broker/dealers will be willing to make a market in our common stock, reducing a shareholder’s ability to resell shares of our common stock.

Many brokerage firms will not accept “penny stock” stocks for deposit due to the administrative costs and potential liability exposure inherent with “penny stock” stock.

Investors may be unable to deposit shares of common stock in brokerage accounts.

Further, we have not qualified the common stock for electronic transfer by Deposit Transfer Corporation or “DTC,” and the lack of electronic transfer will further hamper the ability of investors to transfer their shares of common stock.

Investors may be frustrated in trying to trade or deposit their shares of common stock until the common stock is qualified for quotation on NASDAQ Capital Market, if ever.

Being a “penny stock” would render our common stock unattractive to many investors.

If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud.

As a result, shareholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our common stock.

Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud.

Any failure to implement required new or improved controls or difficulties encountered in their implementation could cause us to fail to meet our reporting obligations.

In addition, any testing by us conducted in connection with Section 404 of the Sarbanes-Oxley Act, or any subsequent testing by our independent registered public accounting firm may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses or that may require prospective or retroactive changes to our financial statements or identify other areas for further attention or improvement.

Inferior internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect, when and if our common stock publicly trades, on the trading price of our common stock.

There is no assurance that CoJax common stock will be approved for quotation on the NASDAQ Capital Markets .

Even if qualified to be approved for quotation of its common stock, CoJax common stock may not be approved for quotation since the approval is at the discretion of NASDAQ, and NASDAQ may rely on a number of reasons to deny quotation on NASDAQ Capital Market.

CoJax has no plans to seek quotation of its common stock on The OTC Markets Group, Inc.

Even if quoted on the NASDAQ Capital Market, CoJax commons stock will not have a liquid market reflecting fair market value of the common stock without adequate primary market maker, and institutional investor support, which support does not exist as of the date of this Annual Report and may not develop in the future.

We may issue shares of preferred stock that could adversely affect holders of shares of our common stock.

If we issue shares of preferred stock in the future that have a preference over shares of our common stock with respect to the payment of dividends or upon our liquidation, dissolution, or winding up, or if we issue shares of preferred stock with voting rights that dilute the voting power of shares of our common stock, the rights of holders of shares of our common stock or the trading price of shares of our common stock, when and if public traded, could be adversely affected.

We do not intend to pay dividends on our common stock, and our ability to pay dividends on our common stock is restricted.

We have not historically paid a dividend on our common stock, cash or otherwise, and do not intend to do so in the foreseeable future.

Any future dividends also may also be restricted by any loan or debt agreements.

UNRESOLVED STAFF COMMENTS

The State Oil and Gas Boards of Mississippi and Alabama are regulatory agencies of the States of Mississippi and Alabama

with the statutory charge of regulating oil exploration and production, including preventing waste and promoting the conservation

of oil and gas while ensuring the protection of both the environment and the correlative rights of owners.

These boards are granted

broad authority in state oil and gas conservation statutes to promulgate and enforce rules and regulations to ensure the conservation

and proper development of the state’s’ petroleum resources.

Specific regulations may vary from state to state across

the Gulf States Drill Region.

We will rely on consultants and local legal counsel for compliance with the state regulatory

to comply with these laws and regulations may result in the suspension or termination of our operations and subject us to administrative,

civil, and criminal penalties.

Moreover, new laws and regulations may be enacted, and current laws and regulations could change,

or their interpretations could change, in ways that could substantially increase our costs.

The occurrence of any of these factors,

or the continuation thereof, could have a material adverse effect on our business, financial position, or future results of operations.

operations are subject to operating hazards inherent to our industry that may adversely impact our ability to conduct business,

and we may not be fully insured against all such operating risks.

operating hazards in exploring for and producing oil and natural gas include:

encountering unexpected subsurface conditions that

cause damage to equipment or personal injury, including loss of life;

equipment failures that curtail or stop production or cause

severe damage to or destruction of property, natural resources or other equipment;

blowouts or other damages to the productive

formations of our reserves that require a well to be re-drilled or other corrective action to be taken;

and storms and other extreme

weather conditions that cause damages to our production facilities or wells.

Because of these or other events, we could experience

environmental hazards, including release of oil and natural gas from spills, natural gas leaks, accidental leakage of toxic or

hazardous materials, such as petroleum liquids, drilling fluids or fracturing fluids, including chemical additives, underground

migration, and ruptures.

If we experience any of these problems, we could incur substantial losses in excess of our insurance

The occurrence of a significant event or claim, not fully insured or indemnified against, could have a material adverse

effect on our financial condition and operations.

In accordance with industry practice, we maintain insurance against some of

the operating risks to which our business is exposed.

Also, no assurance can be given that we will be able to maintain insurance

in the future at rates we consider reasonable to cover our possible losses from operating hazards and we may elect no or minimal

insurance coverage.

However, we do not have insurance covering environmental and occupational health and safety risks, and even

if we had such insurance, it may not cover penalties or fines that may be issued by a governmental authority.

public perception of the oil and gas industry could have a material and adverse effect on us.

and natural gas drilling and development activities are subject to growing negative public perception globally, and particularly,

in the United States resulting from, among other things, concerns raised by advocacy groups about climate change may lead to increased

reputational and litigation risk and regulatory, legislative and judicial scrutiny, which may, in turn, lead to new state and

federal safety and environmental laws, regulations, guidelines and enforcement interpretations.

Companies in the oil and natural

gas industry are often the target of activist efforts from both individuals and non-governmental organizations regarding safety,

human rights, climate change, environmental matters, sustainability, and business practices.

The foregoing factors may cause operational

delays or restrictions, increased operating costs, additional regulatory burdens and increased risk of litigation.

Negative perceptions

regarding our industry and reputational risks may also in the future adversely affect our ability to successfully carry out our

business strategy by adversely affecting our access to capital.

Certain segments of the investor community have developed negative

sentiments towards investing in our industry.

certain investment banks and asset managers based both domestically and internationally have announced that they are adopting

climate change guidelines for their banking and investing activities.

Certain other stakeholders have also pressured commercial

and investment banks to stop financing oil and gas production and related infrastructure projects.

Institutional lenders who provide

financing to companies in the energy sector have also become more attentive to sustainable lending practices, and some may elect

not to provide traditional energy producers or companies that support such producers with funding.

Such developments aimed at

limiting climate change and reducing air pollution, could result in downward pressure on the stock prices of oil and gas companies,

including ours.

This may also potentially result in a reduction of available capital funding for potential development projects,

impacting our future financial results.

attacks aimed at energy operations could adversely affect our future oil exploration and production business.

continued threat of terrorism and the effect of military and other government action have led and may lead to further increased

volatility in prices for oil and natural gas and could affect these commodity markets or the financial markets.

has issued warnings that energy assets may be a future target of terrorist organizations.

These developments have subjected our

oil and natural gas operations to increased risks.

Any future terrorist attack on facilities used by Barrister or other future

oil exploration and production operations, those of such operations’ customers, the infrastructure used for transportation

of oil, and, in some cases, those of other energy companies, could have a material adverse effect on the Company.

have a limited history of owning and operating oil and gas exploration and production operations .

to the Barrister Acquisition in November 2020, we had not generated any revenue.

Although we acquired Barrister’s business

pursuant to the Barrister Acquisition, these production operations are minimal and commenced less than three years ago.

the history of obtaining oil rights by Barrister was minimal in terms of production and does not reveal the potential oil production

and profitability of the Company Oil Rights.

Subsequently, in the fourth quarter of 2022, we acquired additional oil rights and

interests by purchasing NONOP Assets and Buckley Assets.

In the third and fourth quarters of 2024, respectively, we acquired the

non-operated interests of Liberty Operating Company, LLC in the Liberty and Pine Grove Fields of Mississippi.

Now we need to obtain

sufficient funds to develop reserves related to these properties.

However, the lack of a more extensive operating history may

discourage lenders or funding sources from providing working capital to the Company.

There is no assurance that the oil

rights acquired by the Company to date will produce oil or natural gas on a profitable basis.

Investors should carefully

consider the lack of operating history of the Company and the lack of any significant oil production from the Company Oil Rights

prior to making an investment decision to invest in the Company.

If the Company is unable

to obtain needed capital or financing on satisfactory terms, its ability to develop future reserves will be adversely affected.

If production or drilling operations are curtailed, then the Company may be unable to continue to hold leases and drilling rights

that are scheduled to expire, which may further reduce oil reserves, which will materially and adversely affect future business,

financial condition, results of operations, liquidity, and ability to finance planned capital expenditures.

have entered a highly competitive and highly capital-intensive industry, and any oil production may be insufficient to fund, sustain,

or expand revenue-generating operations .

oil drilling exploration and production business are capital intensive due to the cost of experienced personnel;

equipment and

other assets required to drill, produce and store oil;

regulatory compliance costs;

potential liability exposures and financial

and the risk of unpredictable volatility in oil market prices and predatory pricing by competitors.

Drilling requires

an upfront payment of operational costs with no guarantee that actual oil production will cover such expenses.

holes for the first and/or second oil wells could deplete any available funding raised by the Company and render the Company insolvent.

The actual amount and timing of our future capital expenditures may differ materially from our estimates as a result of, among

other things, market oil prices, actual drilling results, the availability of drilling rigs and other services and equipment,

and regulatory, technological, and competitive developments.

The Company does not have cash flow or cash reserves sufficient

to fund more extensive and deep drilling on Company Oil Rights.

While we will seek such funding, there are no assurances

that we can obtain funding that will be sufficient to fund deep drill wells or new property acquisitions, which are needed to

produce any significant levels of oil production.

Future cash flow from our operations and access to capital are subject

to a number of variables, including, but not limited to:

(i) the market prices at which our oil production is sold;

(ii) our proved

(iii) the level of hydrocarbons we can produce from any future oil wells;

(iv) our ability to acquire, locate and produce

new oil reserves;

(v) the levels of our operating expenses;

(vi) reduction in the U.S.

and global demand for oil.

acquisitions of oil and gas properties and subsequent exploration and development drilling efforts and the operation of our wells

may not be profitable or achieve our targeted returns .

development, drilling and production activities are subject to many risks.

Acquiring oil and natural gas exploration and production

rights and leases requires us to assess reservoir and infrastructure characteristics, including recoverable reserves, development

and operating costs, and potential environmental and other liabilities.

We may invest in property, including undeveloped leasehold

acreage, which we believe will result in projects that will add value over time.

However, we cannot guarantee that any leasehold

acreage acquired will be profitably developed, that new wells drilled will be productive or that we will recover all or any portion

of our investment in such leasehold acreage or wells.

Drilling for oil and natural gas may involve unprofitable efforts, including

wells that are productive but do not produce sufficient net reserves to return a profit after deducting operating and other costs.

addition, we may not be successful in controlling our drilling and production costs to improve our overall return and wells that

are profitable may not achieve our targeted rate of return.

Wells may have production decline rates that are greater than anticipated.

Future drilling and completion efforts may impact production from existing wells, and parent-child effects may impact future well

productivity as a result of timing, spacing proximity or other factors.

Acquiring oil and natural gas properties requires us to

assess reservoir and infrastructure characteristics, including recoverable reserves, development and operating costs and potential

environmental and other liabilities.

Such assessments are inexact and inherently uncertain.

In connection with the assessments,

we perform a review of the subject properties, but such a review will not necessarily reveal all existing or potential problems.

In the course of our due diligence, we may not inspect ever well or pipeline.

We cannot necessarily observe structural and environmental

problems, such as pipe corrosion, when an inspection is made.

We may not be able to obtain contractual indemnities from the seller

for liabilities created prior to our purchase of the property.

We may be required to assume the risk of the physical condition

of the properties in addition to the risk that the properties may not perform in accordance with our expectations.

could render unprofitable our drilling operations and significantly affect the overall financial performance and condition of

Failure to conduct our oil and gas operations in a profitable manner may result in impairments of our proved reserves

quantities, impairment of our oil and gas properties, and a write-down in the carrying value of our unproved properties, and over

time may adversely affect our growth, revenues and cash flows.

to our contractor model of operations, we will be vulnerable to any inability to engage or retain qualified operational personnel

for new or existing drilling operations.

operation plan depends on a teaming/contractor approach to operate oil rigs.

We may be unable to locate or retain a sufficient

number of qualified independent contractors to operate new or existing oil rigs.

Finding and engaging qualified independent contractors

will be essential to commencing, expanding, and sustaining drilling operations.

Since we will, in all likelihood, depend on one

or two new oil rigs at the start of operations after raising sufficient working capital, any inability to engage or retain qualified

independent contractors would be potentially fatal to our efforts to establish increased revenue-generating operations.

of independent contractors also poses the risk of such personnel leaving for more lucrative opportunities with competitors or

other oil producers.

Many of our competitors can afford more lucrative compensation packages for qualified personnel.

the resources to effectively compete against larger competitors for operational personnel, especially against competitors with

liquid public markets for their capital stock and the ability to offer attractive stock-based incentive compensation.

of key operational personnel could cause the suspension of any expanded drilling operations.

Company does not have key-man insurance or the available cash to easily employ or engage experienced, full-time outside senior

management personnel.

The loss of key personnel, including our Chief Executive Officer and operational personnel of COP and our

other operators that manage the Company’s oil drilling and production could undermine the Company’s ability to

manage operations and implement the Company’s business plan.

any expanded oil exploration and drilling, we will need to replace existing oil reserves with new oil reserves and develop those

oil reserves.

If we are unable to do so, oil reserves and production will decline, which would adversely affect future cash flows

and results of operations.

we increase oil production, then producing oil reservoirs generally will be characterized by declining production rates that vary

depending upon oil reservoir characteristics and other factors.

Unless the Company conducts successful ongoing exploration and

development activities or continually acquires properties containing proved reserves, proved reserves would decline as those reserves

are produced.

Future reserves and production, and therefore future cash flow and results of operations, are highly dependent on

the success in efficiently developing current reserves and economically finding or acquiring additional recoverable oil reserves.

We may not be able to develop, find, or acquire sufficient additional reserves to replace our current and future production.

we are unable to replace current and future oil production, the value of existing reserves will decrease, and business, financial

condition, and results of operations would be materially and adversely affected.

oil and gas development, exploration and production industry is very competitive, and some of our competitors have greater financial

and other resources than we do.

face competition in every aspect of our business, including buying and selling reserves and leases, obtaining goods and services

needed to operate our business and marketing natural gas and oil.

Competitors include multinational oil companies, independent

production companies and individual producers and operators.

Many of our competitors have greater financial and other resources

than we do and may have greater access to the capital and credit markets.

Many of these companies not only explore for and produce

oil and natural gas, but also carry on midstream and refining operations and market petroleum and other products on a regional,

national or worldwide basis.

As a result, these competitors may be able to address the competitive factors of the industry more

effectively or weather industry downturns more easily than we can.

We also face indirect competition from alternative energy sources,

including wind, solar and electric power.

potential lack of availability of, or cost of, drilling rigs, equipment, supplies, personnel, and crude oil

field services could adversely affect our ability to execute on a timely basis exploration and development plans within

may encounter an increase in the cost of securing needed drilling rigs, equipment, and supplies.

Larger producers may be more

likely to secure access to such equipment by offering more lucrative terms.

If we are unable to acquire access to such resources

or can obtain access only at higher prices, its ability to convert oil reserves into cash flow could be delayed, and the cost

of producing from those oil reserves could increase significantly, which would adversely affect results of operations and financial

Our current drilling operations are limited, and the availability of essential drilling assets may not become

a risk factor until such time as we increase drilling operations.

have a limited customer base for its oil production due to its limited oil production and operating history.

and difficulty in expanding the customer base for increased production from the Company Oil Rights is unknown.

can only determine the cost and difficulty of expanding our customer base based on actual oil production and then-current market

conditions and demand for oil.

As such, we cannot predict the cost and ease or difficulty of selling increased oil production

from the Company Oil Rights.

This unknown factor in commercially exploiting any increased oil production from the Company

Oil Rights increases the risk of investing in the shares of the Company because it renders uncertain a key factor in future profitability

of the Company.

Cyber-attacks

targeting systems and infrastructure used by the oil and gas industry and related regulations may adversely impact our operations

and, if we are unable to obtain and maintain adequate protection for our data, our business may be adversely affected.

business has become increasingly dependent on digital technologies to conduct certain exploration, development and production

We depend on digital technology to estimate quantities of oil, natural gas and NGL reserves, process and record financial

and operating data, analyze seismic and drilling information, and communicate with our customers, employees and third-party partners.

government has issued public warnings that indicate that energy assets might be specific targets of cyber security threats.

Our technologies, systems, networks, and those of our vendors, suppliers and other business partners, may become the target of

cyberattacks or information security breaches that could result in the unauthorized access to our seismic data, reserves information,

customer or employee data or other proprietary or commercially sensitive information could lead to data corruption, communication

interruption, or other disruptions in our exploration or production operations or planned business transactions, any of which

could have a material adverse impact on our results of operations.

If our information technology systems cease to function properly

or our cybersecurity is breached, we could suffer disruptions to our normal operations, which may include drilling, completion,

production and corporate functions.

A cyber-attack involving our information systems and related infrastructure, or that of our

business associates, could result in supply chain disruptions that delay or prevent the transportation and marketing of our production,

non-compliance leading to regulatory fines or penalties, loss or disclosure of, or damage to, our customer’s, supplier’s

or royalty owners’ data or confidential information that could harm our business by damaging our reputation, subjecting

us to potential financial or legal liability, and requiring us to incur significant costs, including costs to repair or restore

our systems and data or to take other remedial steps.

addition, certain cyber incidents, such as surveillance, may remain undetected for an extended period.

Our systems for protecting

against cyber security risks may not be sufficient.

While we have not been subject to cybersecurity

challenges that have materially impaired our operations or financial standing, we recognize the importance of developing, implementing

and maintaining cybersecurity measures to better safeguard our information systems and protect the confidentiality, integrity

and availability of our data.

Our risk management team will work with our IT department to evaluate and address cybersecurity

risks in alignment with our business objectives and operational needs.

In the future, the Company will require the Board and employees

to complete cybersecurity training related to the physical security of assets, data privacy and other information security policies

and procedures.

However, these actions may require us to expend significant additional resources to continue to modify

or enhance our protective measures or to investigate and remediate any vulnerabilities to cyberattacks.

related to the Third-Party Transportation of Oil Production.

marketability of oil production will depend upon the availability, proximity, and capacity of transportation facilities owned

by third parties.

Any oil production will be transported from the wellhead to gathering systems.

The oil is then transported by

the purchaser by truck or other means to a transportation facility.

We will not be able to control most of these third-party transportation

means and facilities, and access to them may be limited or denied.

If in the future, the Company is unable, for any sustained

period, to implement acceptable delivery or transportation arrangements or encounter production-related difficulties, it may be

required to shut in or curtail production.

Any such shut-in or curtailment, or an inability to obtain favorable terms for delivery

of the oil produced, would materially and adversely affect our efforts to attain or sustain revenues from operations and improved

future financial condition and results of operations.

Related to Our Financial Condition and Capital Requirements

independent registered public accounting firm has included an explanatory paragraph relating to our ability to continue as a going

concern in its report on our audited financial statements.

a consolidated basis, the Company has incurred significant operating losses since inception and has a working capital deficit.

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

Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations,

this raises substantial doubt about the Company’s ability to continue as a going concern.

Therefore, the Company will need

to raise additional funds and is currently exploring alternative sources of financing.

Historically, the Company has raised capital

through an officer loan as an interim measure to finance working capital needs and will continue to raise additional capital through

the sale of common stock or other securities.

The Company will be required to continue to do so until its consolidated operations

become profitable.

Our past efforts to raise working capital have been unsuccessful.

our initial registration statement on Form S-1 was declared effective by the Commission in August 2019, we were unable to sell

any shares and terminated said initial public offering.

Our initial public offering commenced after October 9, 2020, following

the effectiveness of the Form S-1 registration statement;

however, we only raised $53,000 in that initial public offering, which

was not sufficient, and closed in on May 31, 2021.

The impact of COVID-19 pandemic and volatility of market price for oil in 2020

and 2021 further hampered efforts to raise additional working capital by creating economic uncertainty and heightened risks in

lending or investing in oil production.

factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

If we are unable

to obtain sufficient funding, our business, prospects, financial condition, and results of operations will be materially and adversely

affected, and we may be unable to continue as a going concern.

If we cannot continue as

a viable entity, you would lose all or most of your investment in the Company.

do not have directors’ and officers’ liability insurance due to the high cost.

lack of directors’ and officers’ liability insurance hinders our ability to attract directors and officers.

to seek to purchase directors’ and officers’ liability insurance if we have sufficient cash reserves from the net

proceeds of this Offering or future funding efforts.

Typically, such insurance costs $100,000 or more per annum, if available.

Further, directors’ and officers’ insurance require that the insured company cover the first $300,000 or more of costs

prior to insurance coverage occurring.

This high deductible can be beyond the financial means of a small company and effectively

denies the insured company of the benefits of the insurance.

If we do not have sufficient cash to purchase directors’ and

officers’ liability insurance, our ability to attract and retain qualified officers and directors will suffer, especially

considering the lack of a public market for the common stock and resulting inability to offer incentive compensation to directors

and officers.

We may be unable to find an insurer willing to provide directors’ and officers’ liability insurance

since we are an early-stage development company with limited operating history and no revenue-generating operations.

Relating to Our Common Stock

common stock is currently quoted on Pink Marketplace of OTC Markets;

however, because our common stock was downgraded to Expert

Market, we need to submit a new application for Proprietary Quotations.

We do not have an active, liquid trading market for our

common stock and may never develop it.

October 2021, our Common Stock became eligible for quotations on OTC Markets.

Between October 2021 and July 2023, our stock was

quoted on the OTC Pink marketplace, which publishes brokerage quotations;

however, because we were delinquent with our reporting

obligations and did not file our 2022 annual report and 2023 quarterly reports timely, our stock was downgraded to Expert Market

marketplace until we filed all required reports.

While our common stock is currently trading again on the OTC Pink Marketplace,

because our stock was downgraded to Expert Market, our stock is not eligible for proprietary broker-dealer quotations, and all

quotes of our common stock reflect unsolicited customer orders.

These unsolicited-only stocks have a higher risk of wider spread,

increased volatility, and price dislocations.

To be eligible for public brokerage quotations and to provide continuous market

making, a market maker needs to submit a new application under SEC Rule15c2-11 which needs to be approved by FINRA.

stock becomes eligible for proprietary quotations, the trading on the OTC Pink marketplace is often thin and characterized by

wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects.

The securities market has from time-to-time experienced significant price and volume fluctuations that are not related to the

operating performance of particular companies.

These market fluctuations may also materially and adversely affect the market price

of shares of our common stock.

the absence of an active trading market investors may have difficulty buying and selling or obtaining market quotations, market

visibility for shares of our common stock may be limited, and a lack of visibility for shares of our common stock may have a depressive

effect on the market price for shares of our common stock.

The lack of an active market impairs the ability of our stockholders

to sell their shares at a price that they consider reasonable and may also reduce the fair market value of the shares.

OTC Markets is not a securities exchange, and trading of securities is often more sporadic than the trading of securities listed

on a quotation system like Nasdaq or any other national stock exchange.

Accordingly, stockholders may have difficulty reselling

any shares of common stock.

capital raises may dilute our existing shareholders’ ownership, the value of their equity securities and/or have other adverse

effects on our operations.

we raise additional capital by issuing equity securities by acquisition or by equity financing, our existing shareholders may

experience substantial dilution.

If we raise additional funds by issuing debt instruments, these debt instruments could impose

significant restrictions on our operations, including liens on our assets.

If we raise additional funds through collaborations

and licensing arrangements, we may be required to relinquish some rights to our technologies or products, or to grant licenses

on terms that are not favorable to us or could diminish the rights of our shareholders.

Furthermore, if we offer to sell our shares

of common stock in subsequent offerings for a purchase price that is less than the purchase price of shares of common stock we

offered to our shareholders in the past, it may impact the value of equity securities of the shareholders that purchased it in

In addition, the issuance of such additional shares may impact the ability of any investor to sell their shares once

such shares are eligible for sale.

is no assurance that we will be able to pay dividends to our stockholders, which means that you could receive little or no return

on your investment.

of dividends from our earnings and profits may be made at the sole discretion of our board of directors.

There is no assurance

that we will generate any distributable cash from operations.

Our board may elect to retain cash for operating purposes, debt

retirement, or some other purpose.

Consequently, you may receive little or no return on your investment.

Stock” rules may make buying or selling our Common Stock difficult.

Limitations upon Broker-Dealers Effecting Transactions

in “Penny Stocks”

in our Common Stock is subject to material limitations as a consequence of regulations that limit the activities of broker-dealers

effecting transactions in “penny stocks.” Pursuant to Rule 3a51-1 under the Exchange Act, our Common Stock is a “penny

stock” because it (i) is not listed on any national securities exchange (ii) has a market price of less than $5.00 per share,

and (iii) its issuer (the Company) has net tangible assets less than $2,000,000 (if the issuer has been in business for at least

three (3) years) or $5,000,000 (if the issuer has been in business for less than three (3) years).

Rule 15g-9 promulgated under

the Exchange Act imposes limitations upon trading activities on “penny stocks”, which makes selling our Common Stock

more difficult compared to selling securities that are not “penny stocks.” Rule 15a-9 restricts the solicitation of

sales of “penny stocks” by broker-dealers unless the broker first (i) obtains from the purchaser information concerning

his financial situation, investment experience, and investment objectives, (ii) reasonably determines that the purchaser has sufficient

knowledge and experience in financial matters that the person is capable of evaluating the risks of investing in “penny

stocks”, and (iii) delivers and receives back from the purchaser a manually signed written statement acknowledging the purchaser’s

investment experience and financial sophistication.

15g-2 through 15g-6 promulgated under the Exchange Act require broker-dealers who engage in transactions in “penny stocks”

first to provide their customers with a series of disclosures and documents, including (i) a standardized risk disclosure document

identifying the risks inherent in investing in “penny stocks”, (ii) all compensation received by the broker-dealer

in connection with the transaction, (iii) current quotation prices and other relevant market data, and (iv) monthly account statements

reflecting the fair market value of the securities.

can be no assurance that any broker-dealer which initiates quotations for the Common Stock will continue to do so, and the loss

of any such broker-dealer likely would have a material adverse effect on the market price of our Common Stock.

sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

addition to the “penny stock” rules described below, FINRA has adopted rules that require that in recommending an

investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that

Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make

reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives, and other

Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced

securities will not be suitable for at least some customers.

The FINRA requirements make it more difficult for broker-dealers

to recommend that their customers buy our Common Stock, which may limit your ability to buy and sell our stock and have an adverse

effect on the market for our shares.

our Common Stock is deemed a low-priced “penny stock,” it will be cumbersome for brokers and dealers to trade in our

Common Stock, making the market for our Common Stock less liquid and negatively affecting the price of our stock.

We will be subject

to certain provisions of the Exchange Act, commonly referred to as the “penny stock” rules as defined in Rule 3a51-1.

A penny stock is generally defined to be any equity security that has a market price less than $5.00 per share, subject to certain

Since our stock is deemed to be a penny stock, trading is subject to additional sales practice requirements of broker-dealers.

These require a broker-dealer to:

Deliver to the customer,

and obtain a written receipt for, a disclosure document;

Disclose certain

price information about the stock;

Disclose the amount

of compensation received by the broker-dealer or any associated person of the broker-dealer;

Send monthly statements

to customers with market and price information about the penny stock;

In some circumstances,

approve the purchaser’s account under certain standards and deliver written statements to the customer with the information

specified in the rules.

Consequently,

penny stock rules and FINRA rules may restrict the ability or willingness of broker-dealers to trade and/or maintain a market

in our Common Stock.

Also, prospective investors may not want to get involved with the additional administrative requirements,

which may have a material adverse effect on the trading of our shares.

are an “emerging growth company” under the JOBS Act of 2012 and a “smaller reporting company” and, as

a result of the reduced disclosure and governance requirements applicable to emerging growth companies and smaller reporting companies,

our Common Stock may be less attractive to investors.

are an “emerging growth company”, as defined in the JOBS Act, and we may take advantage of certain exemptions from

various reporting requirements that are applicable to other public companies that are not “emerging growth companies”

including, but not limited to, not being required to comply with the auditor attestation requirements of section 404 of the Sarbanes-Oxley

Act, 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 shareholder approval of any golden parachute

payments not previously approved.

We cannot predict if investors will find our Common Stock less attractive because we may rely

on these exemptions.

If some investors find our Common Stock less attractive as a result, there may be a less active trading market

for our Common Stock and our stock price may be more volatile.

addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended

transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards

would otherwise apply to private companies.

We are choosing to take advantage of the extended transition period for complying

with new or revised accounting standards.

will remain an “emerging growth company” until the earlier of (i) the last day of the year following the fifth anniversary

of the date of the completion of our initial public offering, (ii) the last day of the year in which we have total annual gross

revenue of at least $1.235 billion, (iii) the last day of the year in which we are deemed to be a “large accelerated filer”

as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our Common Stock held by non-affiliates

exceeded $700.0 million as of the last business day of the second fiscal quarter of such year, or (iv) the date on which we have

issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

after we no longer qualify as an “emerging growth company,” we may still qualify as a “smaller reporting company,”

which would allow us to continue to take advantage of many of the same exemptions from disclosure requirements, including, among

other things, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act,

presenting only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K/A and reduced

disclosure obligations regarding executive compensation in this Report and our periodic reports and proxy statements.

status as an “emerging growth company” under the JOBS Act may make it more difficult to raise capital as and when

of the exemptions from various reporting requirements provided to us as an “emerging growth company” and because we

will have an extended transition period for complying with new or revised financial accounting standards, we may be less attractive

to investors and it may be difficult for us to raise additional capital as and when we need it.

Investors may be unable to compare

our business with other companies in our industry if they believe that our financial accounting is not as transparent as other

companies in our industry.

If we are unable to raise additional capital as and when we need it, our financial condition and results

of operations may be materially and adversely affected .

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 1A. Risk Factors