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Item 8. Financial Statements and Supplementary Data

2025-09-10 compared with 2022-05-31 · 746 added, 395 removed, 50 unchanged (96% of the section changed)

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm

Reports of Independent Registered Public Accounting Firms

Financial Statements:

RESTATED Consolidated Balance Sheets as of December 31, 2020 and December 31, 2019

Consolidated Balance Sheets as of December 31, 2024, and December 31, 2023

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

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

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

RESTATED Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2020 and 2019

Notes to RESTATED Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of CoJax Oil & Gas Corporation

Opinion on the Financial Statements

We have audited the accompanying balance sheets of CoJax Oil & Gas Corporation (the Company) as of December 31, 2020 and 2019, and the related statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2020, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Restatement to Correct 2020 Misstatements

As discussed in Note 14 to the consolidated financial statements, the 2020 financial statements have been restated to correct misstatements.

Consideration of the Company’s Ability to Continue as a Going Concern

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

As discussed in Note 1 to the financial statements, the Company has recurring net losses, negative cash flows from operations, and negative working capital.

This raises substantial doubt about the Company's ability to continue as a going concern.

Management's plans in regard to these matters are also described in Note 2 to the financial statements.

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

Basis for Opinion

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

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

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

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

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

As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Notes to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and Stockholders

Oil and Gas Corporation

on the Consolidated Financial Statements

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

and 2023, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years

in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the "consolidated financial

statements").

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial

position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each the years

in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States

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

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

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

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

Management’s plans regarding these matters

are also described in Note 2.

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

outcome of this uncertainty.

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

Our responsibility is to express an

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

We are a public accounting firm registered

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

the Company in accordance with the U.S.

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

Exchange Commission and the PCAOB.

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

Those standards require that we plan and perform the audit

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

due to error or fraud.

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

financial reporting.

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

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

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

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

We believe that our audits provide a reasonable basis for our opinion.

\s\ Haynie & Company

Haynie & Company

Salt Lake City, Utah

No document variable supplied.

, except for the effects of the restatement discussed in Note 5, Note 6, Note 9 (first paragraph), and Note 14 to which the date is May 27, 2022.

We have served as the company’s auditor since 2018

CoJax Oil and Gas Corporation

Consolidated Balance Sheets (RESTATED)

As of December 31, 2020, and December 31, 2019

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

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

Such procedures included examining, on a test basis,

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

Our audit also included evaluating the

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

the consolidated financial statements.

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

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

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

(1) relates to accounts or disclosures that

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

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

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

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

and gas properties

described in Notes 3, 5 and 12 to the consolidated financial statements, the Company accounts for its oil and gas properties using

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

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

its oil and gas properties.

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

and assumptions, and rely on third party experts.

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

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

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

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

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

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

to the Company, made inquiries of those reservoir engineers regarding the process followed and judgments made to estimate

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

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

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

from the Company’s accounting records.

These assumptions included historical pricing differentials, current and future

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

M&K CPAS, PLLC

have served as the Company’s auditor since 2024

Woodlands, TX

March 31, 2025

Oil and Gas Corporation

Balance Sheets

December 31, 2024

1 unchanged sentence

Current assets:

Accounts receivable

Prepaid expenses

Total current assets

Other assets:

Barrister property rights

Barrister property asset retirement obligation - net

Total other assets

LIABILITIES and STOCKHOLDERS ’ DEFICIT

Property and Equipment:

Oil and gas properties at cost

Accumulated depletion

Total property and equipment - net

LIABILITIES and STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

Accrued interest payable

Accrued M&A expense payable

Notes payable – PPP

Notes payable – related party

Workover expense payable

Accrued salaries and payroll taxes

Current portion of notes payable

Notes payable – related party

Total current liabilities

Long-term liabilities:

Barrister asset retirement obligation

Note payable – Barrister acquisition

Tota l long -term liabilities

Asset retirement obligations

Notes payable, net of current portion

Total long-term liabilities

Total liabilities

Stockholders ’ deficit:

Preferred stock, $0.10 par value, 50,000,000 current shares authorized, no shares issued and outstanding, respectively.

Common stock, $0.01 par value, 300,000,000 current shares authorized, 3,659,001 and 1 shares issued and outstanding, respectively.

Stockholders’ equity:

Preferred stock, $ 0.10 par value, 50,000,000 current shares authorized, 0 and 105,000 Series A shares, $ 0.01 par value issued and outstanding at December 31, 2024 and 2023, respectively.

Common stock, $ 0.01 par value, 300,000,000 current shares authorized, 13,998,639 and 9,315,902 shares issued and outstanding at December 31, 2024 and 2023, respectively.

Subscription payable

Additional paid-in capital

Accumulated deficit

Total stockholders ’ deficit

( 12,373,887 )

( 10,764,041 )

Total stockholders’ equity

Total liabilities and stockholders’ equity

See accompanying notes to consolidated financial statements.

CoJax Oil and Gas Corporation

Consolidated Statements of Operations

For the years ending December 31, 2020, and December 31, 2019

For the Year Ended

December 31, 2020

December 31, 2019

General & administrative expenses

Operating expenses

Accretion expense

Total expenses

accompanying notes to consolidated financial statements.

Oil and Gas Corporation

Statements of Operations

Operating costs and expenses:

Lease operating expenses

General and administrative expenses

Depletion and accretion on discounted liabilities

Impairment expense

Total operating costs and expenses

Loss from operations

( 1,608,945 )

( 1,627,962 )

Other income (expense):

Other income – EIDL grant

Other income and expense

Interest expense

1 unchanged sentence

$ ( 1,609,846 )

$ ( 1,629,902 )

Net loss per common share - basic and diluted

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

See accompanying notes to consolidated financial statements.

CoJax Oil and Gas Corporation

Consolidated Statements of Cash Flows

For the years ending December 31, 2020, and December 31, 2019

December 31, 2020

accompanying notes to consolidated financial statements.

Oil and Gas Corporation

Statements of Stockholders’ Equity

the years ending December 31, 2024, and December 31, 2023

Subscriptions

Stockholder’s

December 31, 2022

Cash flows from operating activities:

$ ( 9,134,139 )

Adjustments to reconcile Net loss to net cash used in operations:

Amortization of asset retirement obligation

Accounts payable

Accrued M&A expense

Accrued salaries and payroll taxes

Deferred offering costs – write off

Accrued interest payable

Total adjustments to reconcile net loss to net cash provided by operations

Net cash used in operating activities

Cash flows from investing activities :

Cash flows from financing activities:

Proceeds from loans payable – related party

Payments on loans payable – related party

Proceeds from loans payable – SBA PPP loan

Proceeds from sale of common stock

Net cash provided by financing activities

Net increase in cash

Cash at beginning of period

Cash at end of period

Supplemental disclosure of non-cash investing and financing activities:

Note payable – Barrister acquisition

Common stock for Barrister acquisition

Addition of asset retirement obligation

Interest paid, net of capitalized interest

See accompanying notes to consolidated financial statements.

CoJax Oil and Gas Corporation

Consolidated Statements of Stockholder’s Equity (Deficit) (RESTATED)

For the years ending December 31, 2020, and December 31, 2019

Preferred stock

Stockholder’s

Balance, December 31, 2018

Net (loss) for the Year ending December 31, 2019

Balance, December 31, 2019

Sale of common stock for cash

Shares issued - Barrister acquisition

Net (loss) for the Year ending December 31, 2020

Common stock issued

Preferred shares issued

for accrued officer compensation

Cash received for stock

subscriptions payable

loss for the year ending December 31, 2023

$ ( 1,629,902 )

Balance, December 31,

$ ( 10,764,041 )

Common stock issued

Conversion of preferred

stock to common stock

Common stock issued

for acquisition

loss for the year ending December 31, 2024

( 1,609,846 )

See accompanying notes to consolidated financial statements.

CoJax Oil and Gas Corporation

Notes to Consolidated Financial Statements (RESTATED)

( 1,609,846 )

December 31, 2024

NOTE 1 – ORGANIZATION, NATURE OF OPERATIONS AND BASIS OF PRESENTATION

CoJax Oil & Gas Corporation, a Virginia corporation (“Company”), was incorporated on November 13, 2017.

Nature of Operations

We are an early development stage company, and we have no revenue generating operations.

From November 13, 2017, we have been engaged in organizational activities and had no revenue generating operations.

We intend to acquire assignments of hydrocarbon revenues and underlying oil and gas exploration and production rights.

Basis of Presentation

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) which contemplate continuation of the Company as a going concern.

NOTE 2 – GOING CONCERN DISCLOSURE

The Company’s financial statements are prepared using U.S.

GAAP applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.

During 2020, the Company has acquired Barrister Energy with identified proven or probable reserves and correspondingly expects to be generating revenue during its exploration stage.

There can be no assurance that the Company will be able to achieve its business plan, raise any additional capital or secure the additional financing necessary to implement its current operating plan.

The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The Company has yet to achieve profitable operations, expects to incur further losses in the development of its business, has negative cash flows from operating activities, and is dependent upon future issuances of equity or other financing to fund ongoing operations, all of which raises substantial doubt about the Company’s ability to continue as a going concern.

The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing from shareholders or other sources to meet its obligations and repay its liabilities arising from normal business operations when they come due.

Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however, there is no assurance of additional funding being available or on acceptable terms, if at all.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles (“U.S.

GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Significant areas of estimate include the impairment of assets and rates for amortization, accrued liabilities, future income tax obligations and the inputs used in calculating stock-based compensation and transactions.

Actual results could differ from those estimates and would impact future results of operations and cash flows.

Cash and Cash Equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents.

$ ( 12,373,887 )

accompanying notes to consolidated financial statements.

Oil and Gas Corporation

Statements of Cash Flows

Operating Activities:

$ ( 1,609,846 )

$ ( 1,629,902 )

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

Impairment loss on oil and gas properties

Depletion expense

Accretion of asset retirement obligations

Common stock issued for services and salaries

Changes in operating assets and liabilities:

Accounts receivable

Prepaid expense

Accounts payable and accrued liabilities

Net cash provided by (used in) operating activities

Investing Activities:

Net cash provided by investment activities

Financing Activities:

Payments of loans payable - related party

Payments of loans payable – SBA PPP Loan

Proceeds for stock subscriptions payable

Net cash used in financing activities

Net change in cash

Cash - beginning of period

Cash - end of period

Supplemental disclosure of non-cash operating activities:

Cash paid for interest

Cash paid for taxes

Supplemental disclosure of non-cash investing and financing activities:

Common stock issued for acquisitions

Preferred stock issued for accrued compensation

Common shares issued upon conversion of Series A Preferred shares

ARO assumed from acquisitions

Change in estimate of ARO Asset and related liability

accompanying notes to consolidated financial statements.

Oil and Gas Corporation

to Consolidated Financial Statements

1 – ORGANIZATION, NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Oil & Gas Corporation, a Virginia corporation (“Company”), was incorporated on November 13, 2017.

is based in Arlington, Virginia, with a wholly owned subsidiary, Barrister Energy LLC (‘Barrister Energy’), registered

in Mississippi and based in Laurel, Mississippi.

of Operations

Company is a growing U.S.

energy company engaged in the acquisition and development of lower-risk onshore oil and gas-producing

properties within the Southeastern U.S.

The Company’s focused growth strategy relies primarily on leveraging management’s

expertise to acquire both operated and non-operated interests in producing properties with the goal of assembling a large oil

and gas portfolio.

Through this strategy of acquisition of operated and non-operated properties, the Company has the unique ability

to benefit from the technical and scientific expertise of world-class exploration and production (“E&P”) companies

operating in the area.

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

prior to the periods covered by this current report.

The company has begun to acquire assignments of hydrocarbon revenues

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

The company runs all operations

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

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

These acquisitions are structured primarily as acquisitions of leases, working interests, real property interests

and mineral rights and royalties and are generally not regarded as the acquisition of securities, but rather real property interests.

As an owner, the Company has the right to receive a portion of the production from the leased acreage (or of the proceeds

of the sale thereof).

As an owner, the Company also has an obligation for its share of lease operating costs.

March 11, 2020, the World Health Organization declared COVID-19 a global pandemic.

This contagious disease outbreak and any related

adverse public health developments, have adversely affected workforces, economies, and financial markets globally, leading to

an economic downturn.

The impact on the Company has not been significant, but management continues to monitor the situation.

of Presentation

accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United

States of America (“US GAAP”), which contemplate the continuation of the Company as a going concern.

2 – GOING CONCERN DISCLOSURE

Company’s consolidated financial statements are prepared in accordance with U.S.

GAAP applicable to a going concern that

contemplates the realization of assets and liquidation of liabilities in the normal course of business.

There can be no

assurance that the Company will be able to achieve its business plan, raise any additional capital, or secure the additional financing

necessary to implement its current operating plan.

The accompanying consolidated financial statements do not include any adjustments

that might be necessary if the Company is unable to continue as a going concern.

Company has yet to achieve profitable operations, expects to incur further losses in the development of its business, has negative

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

all of which raises substantial doubt about the Company’s ability to continue as a going concern for a period of twelve

months from the issuance of these financial statements.

The Company’s ability to continue as a going concern is dependent

upon its ability to generate future profitable operations and/or to obtain the necessary financing from stockholders or other

sources to meet its obligations and repay its liabilities arising from normal business operations when they come due.

has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by

equity financing and/or related party advances, however, there is no assurance of additional funding being available or on acceptable

terms, if at all.

3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of consolidation

accompanying consolidated financial statements include the accounts of the Company and of its wholly-owned subsidiaries.

All significant

intercompany accounts and transactions have been eliminated in consolidation.

preparation of financial statements in conformity U.S.

GAAP requires management to make estimates and assumptions that affect

the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial

statements, and the reported amounts of revenues and expenses during the reporting period.

Significant areas of estimate include

the impairment of assets and rates for amortization, accrued liabilities, future income tax obligations, and the inputs used in

calculating stock-based compensation.

Actual results could differ from those estimates and would affect future results of operations

and cash flows.

Reclassifications

prior period amounts have been reclassified to conform with the current year presentation.

Reclassifications include combining

or further disaggregation of certain line items in the consolidated balance sheets, consolidated statements of operations, and

consolidated statements of cash flows.

Such reclassifications had no significant impact on our reported net loss, current assets,

total assets, current liabilities, total liabilities, shareholders’ equity or cash flows.

and Cash Equivalents

Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents.

At December 31, 2024, and December 31, 2023, the Company had no cash equivalents.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable will consist primarily of oil and gas sales, net of a valuation allowance for doubtful accounts.

As of December 31, 2020, and the year ended December 31, 2019, the allowance for doubtful accounts was $0.

Oil and Gas Producing Activities

The Company uses the successful efforts method of accounting for oil and gas activities.

Under this method, the costs of productive exploratory wells, all development wells, related asset retirement obligation assets, and productive leases are capitalized and amortized, principally by field, on a units-of-production basis over the life of the remaining proved reserves.

Exploration costs, including personnel costs, geological and geophysical expenses, and delay rentals for oil and gas leases are charged to expense as incurred.

Exploratory drilling costs are initially capitalized but charged to expense if and when the well is determined not to have found reserves in commercial quantities.

Unproved oil and gas properties will be assessed annually to determine whether they have been impaired by the drilling of dry holes on or near the related acreage or other circumstances, which may indicate a decline in value.

When impairment occurs, a loss will be recognized.

When leases for unproved properties expire, the costs thereof, net of any related allowance for impairment, will be removed from the accounts and charged to expense.

The Company will review its proved oil and natural gas properties for impairment whenever events and circumstances indicate that a decline in the recoverability of its carrying value may have occurred.

It estimates the undiscounted future net cash flows of its oil and natural gas properties and compares such undiscounted future cash flows to the carrying amount of the oil and natural gas properties to determine if the carrying amount is recoverable.

If the carrying amount exceeds the estimated undiscounted future cash flows, the Company will adjust the carrying amount of the oil and natural gas properties to fair value.

Impairment or Disposal of Long-Lived Assets

The Company accounts for the impairment or disposal of long-lived assets according to the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 360 “Property, Plant and Equipment”.

ASC 360 clarifies the accounting for the impairment of long- lived assets and for long-

lived assets to be disposed of, including the disposal of business segments and major lines of business.

Long-lived assets are reviewed when facts and circumstances indicate that the carrying value of the asset may not be recoverable.

When necessary, impaired assets are written down to estimated fair value based on the best information available.

Estimated fair value is generally based on either appraised value or measured by discounting estimated future cash flows.

and Gas Producing Activities

Company uses the successful efforts method of accounting for oil and gas activities.

Under this method, the costs of productive

exploratory wells, all development wells, related asset retirement obligation assets, and productive leases are capitalized and

amortized, principally by field, on a units-of-production basis over the life of the remaining proved reserves.

Exploration costs,

including personnel costs, geological and geophysical expenses, and delay rentals for oil and gas leases are charged to expense

Exploratory drilling costs are initially capitalized but charged to expense if and when the well is determined not

to have found reserves in commercial quantities.

of oil and gas reserves, as determined by independent petroleum engineers, are continually subject to revision based on price,

production history and other factors.

Depletion expense, which is computed based on the units of production method, could be significantly

impacted by changes in such estimates.

Additionally, US GAAP requires that if the expected future undiscounted cash flows from

an asset are less than its carrying cost, that asset must be written down to its fair market value.

As the fair market value of

an oil and gas property will usually be significantly less than the total undiscounted future net revenues expected from that

asset, slight changes in the estimates used to determine future net revenues from an asset could lead to the necessity of recording

a significant impairment of that asset.

oil and gas properties will be assessed annually to determine whether they have been impaired by the drilling of dry holes on

or near the related acreage or other circumstances, which may indicate a decline in value.

When impairment occurs, a loss will

be recognized.

When leases for unproved properties expire, the costs thereof, net of any related allowance for impairment, will

be removed from the accounts and charged to expense.

Company will review its proved oil and natural gas properties for impairment whenever events and circumstances indicate that a

decline in the recoverability of its carrying value may have occurred.

It estimates the undiscounted future net cash flows of

its oil and natural gas properties and compares such undiscounted future cash flows to the carrying amount of the oil and natural

gas properties to determine if the carrying amount is recoverable.

If the carrying amount exceeds the estimated undiscounted future

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

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

gas properties.

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

(“FASB”) Accounting Standards Codification (“ASC”) 360 “Property, Plant and Equipment”.

360 clarifies the accounting for the impairment of long-lived assets and for long-lived assets to be disposed of, including the

disposal of business segments and major lines of business.

Long-lived assets are reviewed when facts and circumstances indicate

that the carrying value of the asset may not be recoverable.

When necessary, impaired assets are written down to estimated fair

value based on the best information available.

Estimated fair value is generally based on either appraised value or measured by

discounting estimated future cash flows.

Considerable management judgment is necessary to estimate discounted future cash flows.

Accordingly, actual results could vary significantly from such estimates.

The Company did not recognize any impairment losses as of December 31, 2020 or December 31, 2019.

Fair Value of Financial Instruments

The Company had no financial instruments for the year ending December 31, 2020 or for the year ending December 31, 2019.

ASC 820 “Fair Value Measurements and Disclosures” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) a reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs).

The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

The Company did not recognize any impairment losses

on long-lived assets during the years ending December 31, 2024, and 2023.

Value of Financial Instruments

Company had no financial instruments for the year ending December 31, 2024, or for the year ending December 31, 2023.

820 “Fair Value Measurements and Disclosures” defines fair value as the exchange price that would be received for

an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability

in an orderly transaction between market participants on the measurement date.

ASC 820 also establishes a fair value hierarchy

that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources

(observable inputs) and (2) a reporting entity’s own assumptions about market participant assumptions developed based on

the best information available in the circumstances (unobservable inputs).

The fair value hierarchy consists of three broad levels,

which give the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and

the lowest priority to unobservable inputs (Level 3).

The three levels of the fair value hierarchy are described below:

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets;

quoted prices for identical or similar assets or liabilities in markets that are not active;

inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates);

and inputs that are derived principally from or corroborated by observable market data by correlation or other means;

Level 3 – Fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2020 and December 31, 2019.

The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.

Revenue Recognition

On January 1, 2018, the Company adopted Accounting Standards Codification Topic 606, Revenue from Contracts with Customers, (“ASC 606”).

As the Company has no sales, the adoption did not require an adjustment to opening retained earnings for the cumulative effect adjustment and did not affect the

Company’s previously reported results of operations, nor its ongoing consolidated and combined balance sheets, statements of cash flow or statements of changes in equity.

Under ASC 606, oil and natural gas sales revenues are recognized when control of the product is transferred to the customer, the performance obligations under the terms of the contracts with customers are satisfied and collectability is reasonably assured.

Once operational, all the Company’s oil and natural gas sales will be made under contracts with customers.

The performance obligations for the Company’s contracts with customers will be satisfied at a point in time through the delivery of oil and natural gas to its customers.

Accordingly, the Company’s contracts will not give rise to contract assets or liabilities.

The Company will typically receive payment within 30 days of the month of delivery.

The Company’s contracts for oil and natural gas sales will be standard industry contracts that include variable consideration based on the monthly index price and adjustments that may include counterparty-specific provisions related to volumes, price differentials, discounts and other adjustments and deductions.

Stock-Based Compensation

The Company accounts for Stock-Based Compensation under ASC 718 “Compensation – Stock Compensation”, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions.

Generally accepted accounting principles require measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award.

Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized.

The Company issues stock to consultants for various services.

The costs for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.

The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete.

The Company recognized consulting expense and a corresponding increase to additional paid- in-capital related to stock issued for services.

Income taxes are accounted for under the liability method of accounting for income taxes.

Under the liability method, future tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between the amounts reported in the financial statement carrying amounts of assets and liabilities and their respective tax bases.

Future tax assets and liabilities are measured using enacted or substantially enacted income tax rates expected to apply when the asset is realized, or the liability settled.

The effect of a change in income tax rates on future income tax liabilities and assets is recognized in income in the period that the change occurs.

Future income tax assets are recognized to the extent that they are considered more likely than not to be realized.

The FASB has issued ASC 740 “Income Taxes”.

ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements.

This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the

technical merits of the position.

If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.

Because of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by ASC 740 and concluded that they had no uncertain tax positions as of December 31, 2020 or as of December 31, 2019.

Basic and Diluted Income per Share

The Company computes income per share in accordance with ASC 260, "Earnings per Share", which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the statement of operations.

Basic EPS is computed by dividing income available to common shareholders by the weighted average number of shares outstanding during the period.

Diluted EPS gives effect to all dilutive potential shares of common stock outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method.

In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants.

1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted

assets or liabilities;

2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly

or indirectly, including quoted prices for similar assets or liabilities in active markets;

quoted prices for identical or similar

assets or liabilities in markets that are not active;

inputs other than quoted prices that are observable for the asset or liability

(e.g., interest rates);

and inputs that are derived principally from or corroborated by observable market data by correlation

or other means;

3 – Fair value measurements are those derived from valuation techniques that include inputs for the asset or liability

that are not based on observable market data (unobservable inputs).

value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as

of December 31, 2024, and 2023.

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

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

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

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

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

All the Company’s oil

and natural gas sales are made under contracts with customers.

The performance obligations for the Company’s contracts with

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

Accordingly, the Company’s

contracts do not give rise to contract assets or liabilities.

The Company typically receives payment within 90 days of the month

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

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

price differentials, discounts, and other adjustments and deductions.

consist of the following:

Total revenues

receivable consists of oil and natural gas receivables.

Ongoing evaluations of collectability are performed and an allowance for

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

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

The allowance for doubtful accounts is $ 0

as of December 31, 2024, and 2023.

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

the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus

on transactions in which an entity obtains employee services in share-based payment transactions.

Generally accepted accounting

principles require measurement of the cost of employee services received in exchange for an award of equity instruments based

on the grant-date fair value of the award.

Incremental compensation costs arising from subsequent modifications of awards after

the grant date must be recognized.

Company issues stock to consultants for various services.

The costs for these transactions are measured at the fair value of the

consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.

the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to

earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete.

The Company recognized

consulting expense and a corresponding increase to additional paid-in-capital related to stock issued for services.

taxes are accounted for under ASC 740, using the liability method of accounting for income taxes.

Under the liability method,

future tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between

the amounts reported in the financial statement carrying amounts of assets and liabilities and their respective tax bases.

tax assets and liabilities are measured using enacted or substantially enacted income tax rates expected to apply when the asset

is realized, or the liability settled.

The effect of a change in income tax rates on future income tax liabilities and assets

is recognized in income in the period that the change occurs.

Future income tax assets are recognized to the extent that they

are considered more likely than not to be realized.

740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements.

This standard

requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based

on the technical merits of the position.

If the more-likely-than-not threshold is met, a company must measure the tax position

to determine the amount to recognize in the financial statements.

of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition

and measurement standards established by ASC 740 and concluded that it had no uncertain tax positions as of December 31, 2024,

or as of December 31, 2023.

and Diluted Income per Share

Company computes income per share in accordance with ASC 260, "Earnings per Share", which requires the presentation

of both basic and diluted earnings per share (“EPS”) on the face of the consolidated statement of operations.

EPS is computed by dividing income available to common stockholders by the weighted average number of shares outstanding during

Diluted EPS gives effect to all dilutive potential shares of common stock outstanding during the period using the

treasury stock method and convertible preferred stock using the if-converted method.

In computing diluted EPS, the average stock

price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or

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

The Company did not have any dilutive securities as of December 31, 2020 and December 31, 2019.

NOTE 4 – RECENT ACCOUNTING PRONOUNCEMENTS

Management does not believe any recently issued but not yet effective accounting pronouncements, if adopted, would have a material effect on the Company’s present or future financial statements.

NOTE 5 – ACQUISITION (RESTATED)

On November 17, 2020, the Company completed the acquisition of Barrister Energy, LLC and the oil and gas properties of Barrister Energy, LLC, (the “Acquisition”).

The acquired properties consist of 700 gross acres and include a 95% average working interest and a 79% average net revenue interest.

The Acquisition was recognized as a transaction with entities under common control whereby CoJax recorded the assets acquired and the liabilities assumed at the historical cost to Barrister as of November 17, 2020.

Revenues and related expenses for the Acquisition are included in our consolidated statement of operations beginning June 16, 2020 which is the date the Company obtained control of the properties.

The $2.7 million, zero interest, long-term note is payable to Central Operating, LLC at the signing of the Purchase and Sale Agreement on June 16, 2020.

The Acquisition payable to be settled through equity was settled at the closing on November 17, 2020 through the issuance of 3,650,000 shares of common stock.

As the acquisition is accounted for as a transaction under common control and the transfer of assets and liabilities occurs at historical cost, the value of the common stock has no effect on stockholders’ equity.

The Company incurred $620,500 in non-capitalizable acquisition related costs, which were recognized in general and administrative expense during the year ended December 31, 2020.

The Company will continue to evaluate the fair value of the assets and liabilities reflected above and will record any adjustments, if needed, in future periods.

The following table summarizes the fair values of the assets acquired and the liabilities assumed:

Historical Cost of consideration given;

Assets acquired:

Barrister property rights

Liabilities assumed:

Asset retirement obligations

Total Identifiable Net Assets

(Due to the limited operations of Barrister Energy the proforma consolidated results of operations were not considered material as if the acquisition occurred on January 1, 2019.)

NOTE 6 – LONG LIVED ASSETS (RESTATED)

At December 31, 2020 through the Company’s acquisition of Barrister Energy, LLC had leased oil and gas properties assets valued at $2,700,000 and at December 31, 2019, the Company had no other long-lived assets.

NOTE 7 – ACCRUED EXPENSES

At December 31, 2020 and December 31, 2019, the Company had the following accrued expenses:

December 31, 2020

December 31, 2019

Accrued interest

Accrued salaries and payroll taxes

Accrued M&A expenses

Accrued expenses

NOTE 8 – NOTES PAYABLE

December 31 ,

On May 7, 2020, the Company applied for a Small Business Association (SBA) loan under the Paycheck Protection Program (PPP).

As of December 31, 2024, and 2023,

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

Retirement Obligations

Company records the estimated fair value of obligations associated with the retirement of tangible, long-lived assets in the period

in which they are incurred.

When a liability is initially recorded, the Company capitalizes the cost by increasing the carrying

amount of the related long-lived asset.

Over time, the liability is accreted to its present value, and the capitalized cost is

depleted over the useful life of the related asset.

to estimated asset retirement obligations will result in an adjustment to the related capitalized asset and corresponding liability.

Upon settlement of the liability, the Company either settles the obligation for its recorded amount or incurs a gain or loss.

The Company’s asset retirement obligation relates to the plugging, dismantling, removal, site reclamation, and similar activities

of its oil and gas properties.

retirement obligations are estimated at the present value of expected future net cash flows and are discounted using the Company’s

credit adjusted risk-free rate.

The Company uses unobservable inputs in the estimation of asset retirement obligations that include,

but are not limited to:

costs of labor, costs of materials, profits on costs of labor and materials, the effect of inflation on

estimated costs, and discount rate.

Due to the subjectivity of assumptions and the relative long lives of the Company’s

leases, the costs to ultimately retire the Company’s obligations may vary significantly from prior estimates.

used in determining estimates are reviewed annually.

Concentration

of Credit Risk

revenue can be materially affected by current economic conditions and the price of oil and natural gas.

However, based on the

current demand for crude oil and natural gas and the fact that alternative purchasers are readily available, we believe that the

loss of our marketing agents and/or any of the purchasers identified by our marketing agents would not have a long-term material

adverse effect on our financial position or results of international operations.

The continued economic disruption resulting from

Russia’s invasion of Ukraine, a potential global recession, and other varying macroeconomic conditions could materially

impact the Company's business in future periods.

Any potential disruption will depend on the duration and intensity of these events,

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

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

in the Gulf States Drilling Region.

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

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

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

and to monitor budget versus actual results.

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

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

Furthermore, the segment’s

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

4 – RECENT ACCOUNTING PRONOUNCEMENTS

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

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The ASU requires enhanced disclosures

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

measure of segment profit or loss.

Additionally, the ASU expanded interim disclosure segments.

The ASU was adopted by the Company

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

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

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

present or future financial statements.

5 – ROYALTY INTERESTS IN OIL AND GAS PROPERTIES

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

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

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

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

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

of their ownership in Liberty.

This acquisition was effective as of July 1, 2024.

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

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

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

of Mississippi.

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

on the pro rata basis of their ownership in Liberty.

This acquisition was effective as of May 1, 2024.

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

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

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

During the year ended December 31, 2023, the

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

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

respectively.

leased oil and gas properties assets

Additions to proved

Additions to unproved

Revisions of prior

year ARO estimates

Depletion expense

Impairment expense

Ending Balance

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

6 – NOTES PAYABLE

of notes payable

May 7, 2020, the Company applied for a Small Business Association (SBA) loan under the Paycheck Protection Program (PPP).

The Company met all the necessary qualifications to apply for a $ 49,992 loan.

On June 10, 2020, the SBA PPP loan was approved and transferred to the Company to be used for payment of accrued payroll and related payroll taxes.

We do not expect to be required to repay any portion of the loan.

100% of the funds were disbursed for salaries and payroll taxes in 2020.

The $2.7 million long-term note is payable to Central Operating, LLC at the signing of the Barrister Purchase and Sale Agreement in June 16, 2020.

On June 10, 2020, the SBA PPP loan was approved

and transferred to the Company to be used for payment of accrued payroll and related payroll taxes.

On November 29, 2021,

the Company was notified that the request for forgiveness was denied.

The note has been converted to a five-year loan at 1 %

interest beginning on January 1, 2022 .

Notes payable

Related Party

The Company is a party to several loans with related parties.

current portion

Notes payable

net of current portion

Company was a party to several loans with related parties.

The note holder is the CEO and Executive Chairman of the Company.

At December 31, 2020, and December 31, 2019, notes payable consisted of the following:

December 31 ,

On September 1, 2019, the Company's Executive Chairman loaned $42,000 to the Company, and the Company issued a promissory note for such amount.

The promissory note is unsecured and bears interest at 2% per annum principal and accrued interest mature on February 19, 2022.

On November 15, 2019, the Company's Executive Chairman loaned $20,000 to the Company, and the Company issued a promissory note for such amount.

The promissory note is unsecured and bears interest at 2% per annum principal and accrued interest mature on February 19, 2022.

On February 19, 2020, the Company's Executive Chairman loaned $28,400 to the Company, and the Company issued a promissory note for such amount.

The promissory note is unsecured and bears interest at 2% per annum principal and accrued interest mature on February 19, 2022.

On July 15, 2020, the Company's Executive Chairman loaned $37,215 to the Company, and the Company issued a promissory note for such amount.

The promissory note is unsecured and bears interest at 2% per annum principal and accrued interest mature on July 15, 2022.

Notes payable – related party

NOTE 9 – RELATED PARTY TRANSACTIONS

For the year ending December 31, 2020, there were four related party transactions (see NOTE 8) between the Company’s Executive Chairman and the Company.

There were no other related party transactions between any of the Company’s directors or executive officers or any person nominated or chosen by the Company to become a director or executive officer.

On January 4, 2021 the Company issued 20,000 shares of Series A convertible preferred stock to Jeffrey J.

Guzy, the CEO and 10,000 shares of Series A convertible stock to Wm.

Barrett Wellman, the CFO.

Each share is convertible at the option of the holder to ten (10) shares of common stock.

Since these shares were not issued until 2021 the fair value of $600,000 ($20 per share) has been recorded as part of accrued salaries and payroll taxes.

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

For the year ending December 31, 2019, there were two related party transactions (see NOTE 8) between the Company’s Executive Chairman and the Company.

NOTE 10 – STOCKHOLDER’S DEFICIT (RESTATED)

Authorized Capital

As of December 31, 2020, the Company has 300,000,000 authorized shares of Common Stock at $0.01 par value and 50,000,000 authorized shares of Preferred Stock at a par value of $0.10.

Preferred Stock

During the year ending December 31, 2020, the Company accrued 30,000 shares of Series A convertible preferred stock of it’s officers (see NOTE 9).

During the year ending December 31, 2019, the Company issued no shares of Preferred Stock.

In November, the Company issued 3,650,000 shares as part of the Barrister acquisition.

As mentioned in NOTE 5 the acquisition was accounted for as a transaction under common control and the transfer of assets and liabilities occurs at historical cost which resulted in no value being allocated to the shares being issued.

During the year ended December 31, 2020, the Company issued 9,000 shares at a share price of $2.00 for cash proceeds.

During the year ending December 31, 2019, no shares of Common Stock were issued.

During the years ending December 31, 2020 and December 31, 2019, the Company did not repurchase any shares.

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

Capital Contributions

During the years ending December 31, 2020 and December 31, 2019, the Company did not receive any capital contributions.

NOTE 11 – PROVISION FOR INCOME TAXES

The Company provides for income taxes using the liability method in accordance with FASB ASC Topic 740 “Income Taxes”.

Deferred income taxes arise from the differences in the recognition of income and expenses for tax purposes.

There were no deferred tax assets or liabilities at December 31, 2020 and December 31, 2019.

Management has reviewed the provisions regarding assessment of their valuation allowance on deferred tax assets and based on that criteria determined that it would not have sufficient taxable income to realize those assets.

Therefore, management has assessed the realization of the deferred tax assets and has determined that it is more likely than not that they will not be realized and has provided a full valuation allowance against the deferred tax asset.

The Company recognizes the financial statement impact of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit.

For tax positions meeting the more-likely-than–not threshold, the amount recognized in the consolidated financial

statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.

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

federal jurisdiction and the state Virginia.

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

December 31, 2024, and 2023, notes payable consisted of the following:

January 24, 2022 , the Company's Executive Chairman loaned $ 20,000 to the Company, and the Company issued a promissory note

for such amount.

The promissory note is unsecured and bears interest at 2 % per annum principal and accrued interest matures

on January 24, 2023 .

April 21, 2022 , the Company's Executive Chairman loaned $ 18,000 to the Company, and the Company issued a promissory note for

The promissory note is unsecured and bears interest at 2 % per annum principal and accrued interest matures on

April 21, 2023 .

August 23, 2022 , the Company's Executive Chairman loaned $ 20,000 to the Company, and the Company issued a promissory note

for such amount.

The promissory note is unsecured and bears interest at 2 % per annum principal and accrued interest matures

on August 23, 2023 .

September 15, 2022 , the Company's Executive Chairman loaned $ 15,000 to the Company, and the Company issued a promissory note

for such amount.

The promissory note is unsecured and bears interest at 2 % per annum principal and accrued interest matures

on September 16, 2023 .

October 25, 2022 , the Company's Executive Chairman loaned $ 20,000 to the Company, and the Company issued a promissory note

for such amount.

The promissory note is unsecured and bears interest at 2 % per annum principal and accrued interest matures

on October 25, 2023 .

December 8, 2022 , the Company's Executive Chairman loaned $ 20,000 to the Company, and the Company issued a promissory note

for such amount.

The promissory note is unsecured and bears interest at 2 % per annum principal and accrued interest matures

on December 8, 2023 .

Notes payable

– related party

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

of December 31, 2025.

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

7 – RELATED PARTY TRANSACTIONS

the years ending December 31, 2024, and 2023, in addition to the related party loans payable (NOTE 6), the following related party

transactions occurred between the Company’s directors or executive officers or any person nominated or chosen by the Company

to become a director or executive officer:

January 25, 2023, the Company issued 25,000 shares of its Series A convertible preferred stock to Jeffrey J.

Guzy, the Company’s

CFO, and 25,000 shares of Series A convertible stock to Wm.

Barrett Wellman, the Company’s former CFO.

Each share is convertible

at the option of the holder to ten (10) shares of common stock.

The total fair value of $ 1,065,000 ($ 21.30 per share) was recorded

as part of accrued salaries and payroll taxes for the year ended December 31, 2023 as service was provided in that year.

was reversed upon issuance of the shares in January 2023.

The fair value was based on the value assigned to common stock ($2.13

per share) multiplied by 10.

February 14, 2023, the Company entered into a new employment agreement with Mr.

Guzy (the “Guzy 2023 Employment Agreement”),

pursuant to which Mr.

Guzy continued serving the Company as Chief Executive Officer, President and Chairman of the Company.

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

Guzy from these positions.

On the same date,

the Company entered into a new employment agreement with Mr.

Guzy in connection with his appointment as Chief Financial officer.

March 13, 2023, Mr.

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

The Employment

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

Wellman as Chief Financial Officer.

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

to three directors and appointed William R.

Downs to the Board.

January 10, 2024, Jeffrey J.

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

Guzy’s resignation from these offices, Mr.

Downs was appointed as Chief Executive Officer, President and Chairman

of the Board.

Also on January 10, 2024, Wm.

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

Effective immediately upon Mr.

Wellman’s resignation, the Board appointed Mr.

Guzy as the Company’s Chief Financial

officer and Secretary.

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

Downs in connection with his appointment

as the Company’s new Chief Executive Officer.

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

of the employment agreement.

January 26, 2024, Mr.

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

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

The conversion occurred at the rate specified

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

In connection with the exercise

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

Barrett Wellman, respectively.

8 – STOCKHOLDER’S EQUITY

Company has 300,000,000 authorized shares of Common Stock at $ 0.01 par value and 50,000,000 authorized shares of Preferred Stock

at a par value of $ 0.10 , and Series A convertible shares at a par value of $ 0.01 .

The Company had 13,998,639 and 9,315,902 shares

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

The Company had 0 and 105,000 shares of

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

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

common stock payable multiplied by the number of shares of common stock the shares of Series A preferred shares held by such holder

are convertible into.

Each Series A preferred shares is convertible into ten common shares.

Company classified the Series A Preferred Stock as permanent equity in the consolidated financial statements as the terms do not

provide for an obligation to buy back the shares in exchange for cash or other assets of the Company.

The shares are not considered

debt under ASC 480 “Distinguishing Liabilities from Equity” as the shares do not represent an obligation that must

or may be settled with a variable number of shares.

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

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

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

for vendor payments at share prices of $ 2.13 per share, $ 2.20 per share, $ 1.90 per share, $ 2.00 per share, and $ 0.99 per share,

respectively.

Additionally,

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

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

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

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

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

requirements of the Securities Act.

9 - INCOME TAXES

Company provides for income taxes using the liability method in accordance with ASC 740 “Income Taxes”.

Deferred income

taxes arise from the differences in the recognition of income and expenses for tax purposes.

There were no deferred tax assets

or liabilities at December 31, 2024, and 2023.

has reviewed the provisions regarding the assessment of their valuation allowance on deferred tax assets and based on those criteria

determined that it would not have sufficient taxable income to realize those assets.

Therefore, management has assessed the realization

of the deferred tax assets and has determined that it is more likely than not that they will not be realized and has provided

a full valuation allowance against the deferred tax asset.

Company recognizes the financial statement effect of a tax position only after determining that the relevant tax authority would

more likely than not sustain the position following an audit.

For tax positions meeting the more-likely-than-not threshold, the

amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood

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

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

federal jurisdiction and the state of Virginia.

The tax regulations within each

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

The Company is not presently undergoing any tax audits.

As of December 31, 2020, the tax years that remain subject to examination are 2020, 2019, 2018, and 2017 for Federal and 2020, 2019, 2018, and 2017 for state.

The Company will apply the federal and state NOL carry-forward in FY 2020 and later years.

On December 22, 2017, the United States Government passed new tax legislation that, among other provisions, will lower the corporate tax rate from 35% to 21%.

In addition to applying the new lower corporate tax rate in 2018 and thereafter to any taxable income we may have, the legislation affects the way we can use and carry forward net operating losses previously accumulated and results in a revaluation of deferred tax assets recorded on our balance sheet.

Given that the deferred tax assets are offset by a full valuation allowance, these changes have no net impact on the Company’s financial position and net loss.

However, when we become profitable, we will receive a reduced benefit from such deferred tax assets.

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

Year ended December 31, 2020

Year ended December 31, 2019

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

December 22, 2017, the United States Government passed new tax legislation that, among other provisions, will lower the corporate

tax rate from 35 % to 21 %.

In addition to applying the new lower corporate tax rate in 2018 and thereafter to any taxable income

we may have, the legislation affects the way we can use and carry forward net operating losses previously accumulated and results

in a revaluation of deferred tax assets recorded on our balance sheet.

Given that the deferred tax assets are offset by a full

valuation allowance, these changes have no net effect on the Company’s financial position and net loss.

However, when we

become profitable, we will receive a reduced benefit from such deferred tax assets.

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

Federal income tax rate

Loss before income taxes

$ ( 1,609,846 )

$ ( 1,629,902 )

Non-deductible expenses

Expected approximate tax recovery on net loss, before income tax

$ ( 1,609,846 )

$ ( 1,629,902 )

Expected approximate tax recovery on net loss

$ ( 338,068 )

$ ( 342,280 )

Changes in valuation allowance

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

As of December 31, 2020

As of December 31, 2019

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

Deferred income tax assets:

Net operating losses carried forward

Total gross deferred income tax assets

valuation allowance

Deferred income tax assets

The Company has a valuation allowance against the full amount of its net deferred tax assets due to the uncertainty of realization of the deferred tax assets.

At December 31, 2020 and December 31, 2019, the Company has incurred accumulated net operating losses in the United States of America totaling $798,465 and $43,032 respectively which are available to reduce taxable income in future taxation years.

NOTE 12 - COMMITMENTS AND CONTINGENCIES

Operating Lease Commitments

The Company has no lease obligations at December 31, 2020 and December 31, 2019.

The Company has a month-to-month rental agreement for an office share in Arlington, Virginia beginning on April 1, 2018 for $50 per month.

Additionally, the Company has no known contingencies as of December 31, 2020 and December 31, 2019.

Purchase Commitments

The Company has no purchase obligations at December 31, 2020.

Significant Risks and Uncertainties

Concentration of Credit Risk – Cash – The Company maintains cash and cash equivalent balances at a single financial institution that are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000.

At December 31, 2020 and December 31, 2019, the Company had no exposure in excess of insurance.

Concentration of Credit Risk – Accounts Receivable – The Company had no revenue generating operations and therefore no accounts receivable as of the date of these financial statements.

Legal Matters

During the course of business, litigation commonly occurs.

From time to time, the Company may be a party to litigation matters involving claims against the Company.

The Company operates in a highly regulated industry and employs personnel, which may inherently lend itself to legal matters.

Management is aware that litigation has associated costs and that results of adverse litigation verdicts could have a material effect on the Company's financial position or results of operations.

There are no known legal proceedings against the Company or its officers and directors in their capacity as officers and directors of the Company.

On January 30, 2020, the World Health Organization declared the coronavirus outbreak a "Public Health Emergency of International Concern"

and on March 10, 2020, declared it to be a pandemic.

Actions taken around the world to help mitigate the spread of the coronavirus include restrictions on travel, and quarantines in certain areas, and forced closures for certain types of public places and businesses.

The coronavirus and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company operates.

While it is unknown

how long these conditions will last and what the complete financial effect will be to the company, to date, the Company is not expecting to experience any adverse effects other than:

Difficulty in communicating with potential acquisition targets.

Fund-raising events may be limited.

Additionally, it is possible that estimates made in the financial statements have been, or will be, materially and adversely impacted in the near term as a result of these conditions, including the ability to raise additional funding.

NOTE 13 – ASSET RETIREMENT OBLIGATION

The Company provides for the obligation to plug and abandon oil and gas wells at the dates properties are either acquired or the wells are drilled.

The asset retirement obligation is adjusted each quarter for any liabilities incurred or settled during the period, accretion expense and any revisions made to the estimated cash flows.

The asset retirement obligation incurred at the time of drilling was computed using the annual credit-adjusted risk-free discount rate at the applicable dates.

Changes in the asset retirement obligation were as follows:

Balance, December 31, 2019

Liabilities acquired

Liabilities incurred

Liabilities settled

Accretion expense

Balance, December 31, 2020

NOTE 14 – RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

On May 13, 2021, the Company filed with the SEC the Original Form 10-K, together with all exhibits thereto, which included consolidated financial statements as of December 31, 2020.

On May 9, 2022, the management of the Company concluded the December 31, 2020, consolidated financial statements included in the Original Form 10-K should no longer be relied upon because of an error related to classification of the Acquisition as a business combination and that the properties were acquired at the fair value of purchase consideration, including the common shares issued and debt assumed.

The errors were deemed material to the consolidated financial statements for the year ended December 31, 2020, and resulted in restatements more fully described below.

The Company will write down the Acquisition amount from $10,000,000 to $2,700,000, the historical cost to Barrister.

The Acquisition is deemed an asset acquisition.

Summary of changes to the original 10-K financial statements:

As filed with the original

Restated as filed with Amendment One

Balance Sheet

Barrister property rights - Asset

( 2,329,999 )

Additional paid-in capital

( 1,908,170 )

Statements of Stockholders Deficit

Shares Issued – Barrister Acquisition – at Par Value

Shares issued – Barrister Acquisition – Additional Paid-in Capital

$ (7,300,000)

NOTE 15 - SUBSEQUENT EVENTS

The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported.

The management of the Company determined that there no reportable subsequent events to be disclosed beyond the following:

Issuance of Common Shares

On January 4, 2021 the company issued 310,250 shares of common stock to Newbridge Securities Corporation in settlement of $620,500 in M&A fees for the Barrister acquisition.

On February 23, 2021 the company issued 42,500 shares of common stock to various vendors in settlement of $85,000 in strategic consulting fees.

On February 23, 2021 the company issued 15,000 shares of common stock to various vendors in settlement of $30,000 in board consulting fees.

On February 23, 2021 the company issued 42,500 shares of common stock to various vendors in settlement of $85,000 in accounting consulting fees.

During the first quarter of 2021 the company issued 17,500 shares of common stock for sale of shares for cash.

Issuance of Common Shares to Officers

On January 4, 2021 the Company issued 5,000 shares of common stock to Jeffrey J.

Guzy, the CEO.

On January 4, 2021 the Company issued 5,000 shares of common stock to Wm.

Barrett Wellman, the CFO.

Issuance of Preferred Shares to Officers

On January 4, 2021 the Company issued 20,000 shares of Series A convertible preferred stock to Jeffrey J.

Guzy, the CEO.

Each share is convertible at the option of the holder to ten (10) shares of common stock

On January 4, 2021 the Company issued 10,000 shares of Series A convertible preferred stock to Wm.

Barrett Wellman, the CFO.

Each share is convertible at the option of the holder to ten (10) shares of common stock

Oil Price Fluctuations and Uncertainty

Our financial results depend on many factors, particularly the price of natural gas and crude oil and our ability to market our production on economically attractive terms.

Commodity prices are affected by many factors outside of our control, including changes in market supply and demand,

which are impacted by weather conditions, pipeline capacity constraints, inventory storage levels, basis differentials and other factors.

As a result, we cannot accurately predict future commodity prices and, therefore, we cannot determine with any degree of certainty what effect increases or decreases in these prices will have on our drilling program, production volumes or revenues.

The recent oscillations in the price of oil will force us to re-evaluate our current acquisition strategy as the price of natural gas and oil fluctuate in the future.

We expect oil and natural gas to remain volatile.

The ability to find and develop sufficient amounts of natural gas and crude oil reserves at economical costs are critical to our long-term success of the Company.

Net deferred tax asset

Company has a valuation allowance against the full amount of its net deferred tax assets due to the uncertainty of the realization

of the deferred tax assets.

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

totaling $ 4,825,047 and $ 4,273,108 respectively which are available to reduce taxable income in future taxation years.

10 - COMMITMENTS AND CONTINGENCIES

Lease Commitments

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

Additionally, the Company has no known contingencies as of December

31, 2024, and December 31, 2023.

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

Risks and Uncertainties

Concentration

of Credit Risk – Cash – The Company maintains cash and cash equivalent balances at a single financial institution

that are insured by the Federal Deposit Insurance Corporation (FDIC) up to $ 250,000 .

At December 31, 2024, and December 31, 2023,

the Company had no exposure in excess of insurance.

Concentration

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

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

the course of business, litigation commonly occurs.

From time to time, the Company may be a party to litigation matters involving

claims against the Company.

The Company operates in a highly regulated industry and employs personnel, which may inherently lend

itself to legal matters.

Management is aware that litigation has associated costs and that results of adverse litigation verdicts

could have a material effect on the Company's financial position or results of operations.

are no known legal proceedings against the Company or its officers and directors in their capacity as officers and directors of

11 – ASSET RETIREMENT OBLIGATION

in the asset retirement obligation were as follows:

December 31, 2024

December 31, 2023

Beginning balance

Liabilities acquired

Accretion expense

Ending Balance

12 – RESERVE AND RELATED FINANCIAL DATA - UNAUDITED

table below summarizes our estimated net proved reserves, as of December 31, 2024, and 2023, based on reserve reports prepared

by Netherland, Sewell & Associates, Inc.

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

In preparing its reports,

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

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

Our estimated net proved

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

of proved developed and undeveloped oil and gas reserve quantities

Natural Gas (Mmcf)

Proved Developed and Undeveloped Reserves at December 31, 2022

Revisions of Previous Estimates

Purchases of Minerals in Place

Proved Developed and Undeveloped Reserves at December 31, 2023

Revisions of Previous Estimates

Purchases of Minerals in Place

Proved Developed and Undeveloped Reserves at December 31, 2024

table above values oil and natural gas reserve quantities as of December 31, 2024, and 2023, assuming constant realized prices

of $ 73.68 and $ 75.81 per barrel of oil and $ 2.013 and $ 0 per Mcf of natural gas, respectively.

Under SEC guidelines, these prices

represent the average prices per barrel of oil and per Mcf of natural gas at the beginning of each month in the 12-month period

prior to the end of the reporting period, after adjustment to reflect applicable transportation and quality differentials.

standardized measure of discounted future net cash flows and changes in such cash flows are prepared using assumptions required

by the Financial Accounting Standards Board.

Such assumptions include using 12-month average prices for oil and gas,

based on the first-day-of-the-month price for each month in the period, and year-end costs for estimated future development and

production expenditures to produce year-end estimated proved reserves.

future net cash flows are calculated using a 10% rate.

Estimated future income taxes are calculated by applying year-end statutory

rates to future pre-tax net cash flows, less the tax basis of related assets and applicable tax credits.

estimated well abandonment costs are deducted from the standardized measure using year-end costs and discounted at 10%.

abandonment costs are recorded as a liability on the consolidated balance sheet, using estimated values as the projected abandonment

date and discounted using a risk-adjusted rate when the well is drilled or acquired.

standardized measure does not represent management’s estimate of the Company’s future cash flows or the value of proved

oil and gas reserves.

Probable and possible reserves, which may become proved in the future, are excluded from the

calculations.

Furthermore, prices used to determine the standardized measure are influenced by supply and demand as

affected by recent economic conditions and other factors and may not be the most representative in estimating future revenues

or reserve data.

table below reflects the standardized measure of discounted future net cash flows related to the Company’s interest in proved

Year Ended December

(in thousands)

Future cash inflows

Future production costs

Future development and abandonment costs

Future tax expense

Future net cash flows

10% annual discount for estimated timing of cash flows

Standardized measure of discounted future net cash flows

principal changes in the standardized measure of discounted future net cash flows attributable to the Company's proved reserves

are as follows:

Year Ended December

(in thousands)

Beginning of period

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

Net change due to extensions, discoveries, and improved recovery

Net change of prices and production costs

Change in future development costs

Revisions of quantity and timing estimates

Accretion of discount

Change in income taxes

Purchases of minerals in place

End of period

13 - SUBSEQUENT EVENTS

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

issued to determine if they must be reported.

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

beyond the following:

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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

What changed 10-K/A

Item 8. Financial Statements and Supplementary Data