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Item 1. Financial Statements

2025-11-12 compared with 2025-08-13 · 544 added, 468 removed, 29 unchanged (97% of the section changed)

Financial Statements

OIL AND GAS CORPORATION

COJAX OIL AND GAS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30, 2025

Current Assets

and Equipment

and natural gas properties at cost

Accounts receivable

Prepaid expenses

Total Current Assets

Properties and Equipment

Oil and natural gas properties at cost

Accumulated depletion

Properties and Equipment, net

AND STOCKHOLDERS’ EQUITY

expense payable

salaries and payroll taxes

portion of notes payable

payable – related party

Total Properties and Equipment, net

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities

retirement obligations

payable, net of current portion

Accounts payable

Workover expense payable

Accrued salaries and payroll taxes

Current portion of notes payable

Notes payable – related party

Total Current Liabilities

Long-term Liabilities

and contingencies (Note 10)

Stockholders’

stock, $ 0.01 par value, 300,000,000 current shares authorized, 14,168,755 and 13,998,639 shares issued and outstanding, at

June 30, 2025 and December 31, 2024 respectively.

paid-in capital

Asset retirement obligations

Note payable, net of current portion

Total Long-term Liabilities

Total Liabilities

Commitments and contingencies (Note 10)

Stockholders’ Equity

Liabilities and Stockholders’ Equity

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

OIL AND GAS CORPORATION

Common stock, $ 0.01 par value, 300,000,000 current shares authorized, 14,168,755 and 13,998,639 shares issued and outstanding, at September 30, 2025 and December 31, 2024 respectively.

Subscription payable

Additional paid-in capital

Accumulated deficit

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

The accompanying notes are an integral part

of these unaudited condensed consolidated financial statements.

COJAX OIL AND GAS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

the Three Months

the Six Months

costs and expenses:

operating expenses

and administrative expenses

and accretion on discounted liabilities

For the Three Months

For the Nine Months

Ended September 30,

Operating costs and expenses:

from Operations

Lease operating expenses

General and administrative expenses

Depletion and accretion on discounted liabilities

Total operating costs and expenses

Loss from Operations

Other expense:

loss per common share - basic and diluted

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

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

OIL AND GAS CORPORATION

Interest expense, net

Total other expense

Net loss per common share - basic and diluted

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

The accompanying notes are an integral part

of these unaudited condensed consolidated financial statements.

COJAX OIL AND GAS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Preferred stock

Subscriptions

Stockholder’s equity

December 31, 2023

stock issued for services

of preferred stock to common stock

loss for the three months ending March 31, 2024

March 31, 2024

stock issued for acquisitions

loss for the three months ending June 30, 2024

June 30, 2024

December 31, 2024

loss for the three months ending March 31, 2025

March 31, 2025

stock issued for accrued salaries

loss for the three months ending June 30, 2025

June 30, 2025

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

OIL AND GAS CORPORATION

Balance, December 31, 2023

Common stock issued for services

Conversion of preferred stock to common stock

Net loss for the three months ending March 31, 2024

Balance, March 31, 2024

Common stock issued for acquisitions

Net loss for the three months ending June 30, 2024

Balance, June 30, 2024

Common stock issued for acquisitions

Net loss for the three months ending September 30, 2024

Balance, September 30, 2024

Balance, December 31, 2024

Net loss for the three months ending March 31, 2025

Balance, March 31, 2025

Common stock issued for accrued salaries

Net loss for the three months ending June 30, 2025

Balance, June 30, 2025

Net loss for the three months ending September 30, 2025

Balance, September 30, 2025

The accompanying notes are an integral part

of these unaudited condensed consolidated financial statements.

COJAX OIL AND GAS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

the Six Months Ended June 30,

flows from operating activities:

to reconcile Net loss to net cash provided by operations:

of asset retirement obligation

stock issued for services and salaries

in operating assets and liabilities:

payable and accrued liabilities

cash provided by operating activities

flows from investing activities:

flows from financing activities:

of loan payable - SBA PPP loan

cash used in financing activities

change in cash

at beginning of period

at end of period

disclosure of non-cash activities:

paid for interest and taxes

disclosure of non-cash financing activities:

shares issued for acquisitions

shares issued upon conversion of Series A Preferred shares

assumed from acquisitions

in estimate of asset retirement obligation asset and liability

shares issued for accrued salaries

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

OIL AND GAS CORPORATION

TO CONDENSED 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 Shreveport, Louisiana, 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.

inception, the Company 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 quarterly 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,

allowing the Company to receive a portion of the production from the leased acreage (or of the proceeds of the sale thereof).

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

Consolidated Financial Statements

accompanying condensed consolidated financial statements prepared by CoJax Oil and Gas Corporation (the “Company”

or “CoJax”) have not been audited by an independent registered public accounting firm.

In the opinion of the Company’s

management, the accompanying unaudited financial statements contain all adjustments necessary for a fair presentation of the results

of operations for the periods presented, which adjustments were of a normal recurring nature, except as disclosed herein.

results of operations for the six months ended June 30, 2025, are not necessarily indicative of the results to be expected for

the full year ending December 31, 2025, for various reasons, including as a result of the impact of fluctuations in prices received

for oil and natural gas, natural production declines, the uncertainty of exploration and development drilling results, fluctuations

in the fair value of derivative instruments, the impacts of other factors.

unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles

generally accepted in the United States (“U.S.

GAAP”) for interim financial information, and, accordingly, do not

include all of the information and footnotes required by U.S.

For the Nine Months Ended September 30,

Cash flows from operating activities:

Adjustments to reconcile Net loss to net cash provided by operations:

Depletion expense

Accretion of asset retirement obligation

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 operating activities

Cash flows from investing activities:

Cash flows from financing activities:

Payments of loan payable - SBA PPP loan

Net cash used in financing activities

Net change in cash

Cash at beginning of period

Cash at end of period

Supplemental disclosure of non-cash activities:

Cash paid for interest and taxes

Supplemental disclosure of non-cash financing activities:

Common shares issued for acquisitions

Common shares issued upon conversion of Series A Preferred shares

ARO assumed from acquisitions

Change in estimate of asset retirement obligation asset and liability

Common shares issued for accrued salaries

The accompanying notes are an integral part

of these unaudited condensed consolidated financial statements.

COJAX OIL AND GAS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL

NOTE 1 – ORGANIZATION, NATURE OF OPERATIONS AND BASIS

OF PRESENTATION

CoJax Oil & Gas Corporation, a Virginia

corporation (“Company”), was incorporated on November 13, 2017.

The Company is based in Shreveport, Louisiana, with

a wholly owned subsidiary, Barrister Energy LLC (“Barrister”), a Mississippi limited liability company, based in Laurel,

Nature of Operations

The 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.

Since inception, the Company has been engaged

in organizational activities and had limited revenue-generating operations prior to the periods covered by this Quarterly Report.

The Company has begun to acquire assignments of hydrocarbon revenues and underlying oil and gas exploration and production rights

as covered by this quarterly report.

The company runs all operations of its current acquisitions through Barrister Energy LLC,

the operational subsidiary.

The Company focuses on the acquisition

of and exploitation of upstream energy assets, specifically targeting select oil and gas mineral interests.

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, allowing the Company to receive

a portion of the production from the leased acreage (or of the proceeds of the sale thereof).

As an owner of these interests, the

Company also has an obligation for its share of lease operating costs.

Condensed Consolidated Financial

The accompanying condensed consolidated

financial statements prepared by CoJax Oil and Gas Corporation (the “Company” or “CoJax”) have not been

audited by an independent registered public accounting firm.

In the opinion of the Company’s management, the accompanying

unaudited financial statements contain all adjustments necessary for a fair presentation of the results of operations for the periods

presented, which adjustments were of a normal recurring nature, except as disclosed herein.

The results of operations for the nine

months ended September 30, 2025, are not necessarily indicative of the results to be expected for the full year ending December

31, 2025, for various reasons, including as a result of the impact of fluctuations in prices received for oil and natural gas,

natural production declines, the uncertainty of exploration and development drilling results, fluctuations in the fair value of

derivative instruments, the impacts of other factors.

These unaudited condensed consolidated

financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United

States (“U.S.

GAAP”) for interim financial information, and, accordingly, do not include all of the information and

footnotes required by U.S.

GAAP for complete financial statements.

Therefore, these financial

statements should be read in conjunction with the Company’s annual report on Form 10-K for the year ended December 31, 2024.

2 – GOING CONCERN DISCLOSURE

Company’s condensed consolidated 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.

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.

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

recently begun producing positive 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.

Management has developed a capital investment proposal plan and is currently pursuing funding opportunities;

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.

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 June 30, 2025 and December 31, 2024, the Company had no cash equivalents.

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 year ended December 31, 2024, the Company recorded impairments of $ 922,932 on oil and gas properties.

There were no impairments

recorded during the six months ended June 30, 2025 and 2024.

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.

Therefore, these financial statements should be read in conjunction

with the Company’s annual report on Form 10-K/A for the year ended December 31, 2024.

NOTE 2 – GOING CONCERN DISCLOSURE

The Company’s condensed consolidated

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.

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

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 only recently begun producing positive 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.

Management has developed

a capital investment proposal plan and is currently pursuing funding opportunities;

however, there is no assurance of additional

funding being available or on acceptable terms, if at all.

NOTE 3 – SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES

Principles of consolidation

The 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.

Use of Estimates

The preparation of financial statements

in conformity with 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.

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.

At September 30, 2025, and

December 31, 2024, the Company had no cash equivalents.

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.

Estimates 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

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.

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

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.

During the year ended December 31, 2024,

the Company recorded impairments of $ 922,932 on oil and gas properties.

There were no impairments recorded during the nine months

ended September 30, 2025, and 2024.

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

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

on long-lived assets during the six months ended June 30, 2025 and 2024.

Values of Financial Instruments

Company had no financial instruments for the six months ended June 30, 2025, or for the year ended December 31, 2024.

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:

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 June 30, 2025, and December 31, 2024.

The respective carrying value 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.

following table presents revenues disaggregated by product for the three and six months ended June 30, 2025, and 2024 :

the Three Months

Ended June 30,

the Six Months

Ended June 30,

Accordingly, actual results could vary

significantly from such estimates.

The Company did not recognize any impairment losses on long-lived assets during the nine months

ended September 30, 2025, and 2024.

Fair Values of Financial Instruments

The Company had no financial instruments

for the nine months ended September 30, 2025, or for the year ended December 31, 2024.

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

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).

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

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 September 30, 2025, and December

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

The Company accounts for revenue under

ASC 606 “Revenue from Contracts with Customers.” Under ASC 606, oil and natural gas sales revenues are recognized when

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

are satisfied and collectability is reasonably assured.

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

with customers.

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

the delivery of oil and natural gas to its customers.

Accordingly, the Company’s contracts do not give rise to contract assets

or liabilities.

The Company typically receives payment within 90 days of the month of delivery.

The Company’s contracts for

oil and natural gas sales are standard industry contracts that include variable consideration based on the monthly index price

and adjustments that may include counterparty-specific provisions related to volumes, price differentials, discounts, and other

adjustments and deductions.

The following table presents revenues disaggregated

by product for the three and nine months ended September 30, 2025, and 2024:

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Crude oil revenues

Total revenues

revenues are from production from the Gulf States Drill Region.

receivable consists of oil and natural gas receivables.

Ongoing evaluations of collectability are performance and an allowance

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

did not recognize any write-offs during the three and six months ended June 30, 2025 and 2024.

At both June 30, 2025, and December

31, 2024, the allowance for expected credit losses was $ 0 .

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.

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.

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.

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 June 30, 2025, or

as of December 31, 2024.

and Diluted Earnings 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 statement of operations.

Basic EPS is computed

by dividing income available to common stockholders by the weighted average number of shares outstanding during the period.

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.

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

As of June 30, 2025 and December 31, 2024, the Company

had 0 potentially dilutive common shares outstanding.

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.

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 June 30, 2025, and December 31, 2024,

the Company had no exposure in excess of insurance.

Concentration

of Credit Risk – Accounts Receivable – All of the Company’s outstanding accounts receivable was with two

parties, Taxodium Energy, LLC and Liberty Operating Company.

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

in the Gulf States Drilling Region.

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

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

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

and to monitor budget versus actual results.

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

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

Furthermore, the

segment’s assets are reported on the Condensed Consolidated Balance Sheets as total assets.

4 – RECENT ACCOUNTING PRONOUNCEMENTS

and Recently Adopted Accounting Pronouncements

Company has implemented all new accounting pronouncements that are in effect.

These pronouncements did not have any material impact

on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting

pronouncements that have been issued that might have a material impact on its financial position or results of operations.

5 – ROYALTY INTERESTS IN OIL AND GAS PROPERTIES

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 “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 interest 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 Shares to all members of Liberty on the pro rata basis of their ownership interest in Liberty.

The acquisition was effective as of May 1, 2024 and the Company recorded additions of $ 962,619 and $ 1,698,113 to proved and unproved

reserves, respectively.

Company did not execute any acquisitions during the six months ended June 30, 2025.

At June 30, 2025, the Company had leased oil

and gas properties assets valued at $ 10,102,467 .

All revenues are from production from the

Gulf States Drill Region.

Accounts Receivable

Accounts receivable consists of oil and

natural gas receivables.

Ongoing evaluations of collectability are performance and an allowance for expected credit losses is provided

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

The Company did not recognize any write-offs

during the three and nine months ended September 30, 2025 and 2024.

At both September 30, 2025, and December 31, 2024, the allowance

for expected credit losses was $ 0 .

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.

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 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.

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.

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 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.

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 it had no uncertain tax positions as of September 30, 2025, or as of December 31, 2024.

Basic and Diluted Earnings per Share

The 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 statement of operations.

Basic EPS is computed by dividing income available to common

stockholders 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.

Diluted EPS excludes all dilutive potential shares if their

effect is anti-dilutive.

As of September 30, 2025 and December 31, 2024, the Company had 0 potentially dilutive common shares outstanding.

Asset Retirement Obligations

The 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.

a liability is initially recorded, the Company capitalizes the cost by increasing the carrying amount of the related long-lived

Over time, the liability is accreted to its present value, and the capitalized cost is depleted over the useful life of

the related asset.

Revisions 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.

Asset 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:

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

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.

Assumptions used in determining estimates are

reviewed annually.

Concentration of Credit Risk

Our 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.

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 September 30, 2025, and December 31, 2024, the Company had

no exposure in excess of insurance.

Concentration of Credit Risk –

Accounts Receivable – All of the Company’s outstanding accounts receivable was with two parties, Taxodium Energy,

LLC and Liberty Operating Company.

Segment Information

The 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.

The 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.

Consolidated gross profit (loss) is the performance measure used

by the CODM to evaluate the segment’s performance and allocate capital and to monitor budget versus actual results.

The information

regularly provided to the CODM on the segment’s revenues and significant expenses aligns with the categories presented in

the Condensed Consolidated Statements of Income.

Furthermore, the segment’s assets are reported on the Condensed Consolidated

Balance Sheets as total assets.

NOTE 4 – RECENT ACCOUNTING PRONOUNCEMENTS

New and Recently Adopted Accounting

Pronouncements

The Company has implemented all new accounting

pronouncements that are in effect.

These pronouncements did not have any material impact on the financial statements unless otherwise

disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might

have a material impact on its financial position or results of operations.

NOTE 5 – ROYALTY INTERESTS IN OIL

AND GAS PROPERTIES

On 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 “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 interest 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

Shares to all members of Liberty on the pro rata basis of their ownership interest in Liberty.

The acquisition was effective as

of May 1, 2024 and the Company recorded additions of $ 962,619 and $ 1,698,113 to proved and unproved reserves, respectively.

The Company did not complete any acquisitions

during the nine months ended September 30, 2025.

At September 30, 2025, the Company had leased oil and gas properties assets valued

at $ 10,022,815 .

Scheduled leased oil and gas properties assets

December 31, 2024

Balance, December 31, 2024

Depletion expense

Balance, June 30,

recorded depletion expense of $ 95,425 and $ 195,939 for the three and six months ended June 30, 2025, respectively, and recorded

depletion expense of $ 102,755 and $ 184,079 for the three and six months ended June 30, 2024, respectively.

6 – ASSET RETIREMENT OBLIGATION

Company records the obligation to plug and abandon oil and gas wells at the dates the properties are either acquired or the wells

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 costs or timing estimates.

The asset retirement obligation is incurred using

an annual credit-adjusted risk-free discount rate at the applicable dates.

Changes in the asset retirement obligation were as

Balance, September 30, 2025

We recorded depletion expense of $ 79,651 and $ 275,591 for the

three and nine months ended September 30, 2025, respectively, and recorded depletion expense of $ 78,269 and $ 262,348 for the three

and nine months ended September 30, 2024, respectively.

NOTE 6 – ASSET RETIREMENT OBLIGATION

The Company records the obligation to plug

and abandon oil and gas wells at the dates the 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 costs or timing estimates.

The asset retirement obligation is incurred using an annual credit-adjusted risk-free discount rate

at the applicable dates.

Changes in the asset retirement obligation were as follows:

Balance, December 31, 2024

Accretion expense

Balance, June

7 – NOTES PAYABLE

payable consisted of the following :

Notes payable –

related party

Balance, September 30, 2025

NOTE 7 – NOTES PAYABLE

Notes payable consisted of the following:

September 30, 2025

December 31, 2024

Notes payable – related party

Total notes payable

current portion

Notes payable

net of current portion

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

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.

On November 29, 2021, the Company

was notified that the request for forgiveness was denied.

The note was converted to a five -year loan bearing interest at 1 % per

annum beginning on January 1, 2022 .

Company has issued several unsecured promissory notes to a related party, the CFO of the Company.

The related party notes bear

interest at 2 % per annum.

Notes payable net of current portion

On 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 September 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

The note was converted to a five -year loan bearing interest at 1 % per annum beginning on January 1, 2022 .

Related Party

The Company has issued several unsecured

promissory notes to a related party, the CFO of the Company, in the total principal amount of $ 113,000 The related party notes

bear interest at 2 % per annum.

Principal and accrued interest on all notes mature on December 31, 2025 .

8 – RELATED PARTY TRANSACTIONS

the six months ending June 30, 2025 and the year ending 2024, the following related party transactions occurred 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

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.

NOTE 8 – RELATED PARTY TRANSACTIONS

For the nine months ending September 30,

2025 and the year ending 2024, the following related party transactions occurred 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:

Effective as of January 10, 2024, the board

of directors of the Company (the “Board”) increased the size of the Board from two to three directors and appointed

Downs to the Board.

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, the Board appointed Mr.

Downs to positions of 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

Effective immediately upon Mr.

On January 10, 2024, Jeffrey J.

Guzy resigned

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

Immediately upon Mr.

Guzy’s resignation from

these offices, the Board appointed Mr.

Downs to positions of Chief Executive Officer, President and Chairman of the Board.

on January 10, 2024, Wm.

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

Effective immediately

Wellman’s resignation, the Board appointed Mr.

Guzy as the Company’s Chief

Financial officer and Secretary.

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, the holders of the Company’s Series A convertible preferred 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.

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

On January 10, 2024, the Company issued

100,000 common shares at $ 0.99 per share to William R.

Downs in connection with his appointment as 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.

On January 26, 2024, the holders of the

Company’s Series A convertible preferred 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.

April 11, 2025, the Company issued 170,116 shares of Common Stock at $ 2.00 per share to Mr.

Wellman in lieu of the accrued salary

liability of $ 340,232 for services performed by Mr.

On April 11, 2025, the Company issued 170,116

shares of Common Stock at $ 2.00 per share to Mr.

Wellman in lieu of the accrued salary liability of $ 340,232 for services performed

Wellman in his previous role as Chief Financial Officer.

The issuance of these

shares did not involve any underwriters, underwriting discounts or commissions or any public offering and we believe is exempt

from the registration requirements of the Securities Act by virtue of Section 4(2) thereof as a transaction not involving a public

9 – STOCKHOLDERS’ EQUITY

of June 30, 2025, 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 , and Series A convertible shares at a par value of $ 0.01 .

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 share is convertible into ten common shares.

company classified the Series A Preferred Stock as permanent equity 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

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

to Note 8 for details on convertible preferred stock issuances to the Company’s officers.

to Note 8 for details on common share issuances to the Company’s officers.

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 of 1933, as amended (the “Securities Act”).

Contributions

the periods ending June 30, 2025, and June 30, 2024, the Company did not receive any capital contributions.

10 – COMMITMENTS AND CONTINGENCIES

Lease Commitments

Company has no lease obligations at June 30, 2025, and December 31, 2024.

Additionally, the Company has no known contingencies

as of June 30, 2025, and December 31, 2024.

Company has no purchase obligations at June 30, 2025 and December 31, 2024.

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 – 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.

The management of the Company determined that there were no reportable subsequent

events to be disclosed beyond the following:

July 4, 2025 the One Big Beautiful Bill Act (“OBBBA”) was enacted.

The OBBBA introduces significant changes to the

tax code, including modifications to bonus depreciation and interest expense limitations.

The Company is currently evaluating

the provisions of the OBBBA to determine the impact on its financial statements.

The issuance of these shares did not involve any underwriters,

underwriting discounts or commissions or any public offering and we believe is exempt from the registration requirements of the

Securities Act by virtue of Section 4(2) thereof as a transaction not involving a public offering.

NOTE 9 – STOCKHOLDERS’ EQUITY

Authorized Capital

As of September 30, 2025, 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 , and Series A convertible shares at a par value of $ 0.01 .

Preferred Stock

The 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

share is convertible into ten common shares.

The company classified the Series A Preferred

Stock as permanent equity 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.

Refer to Note 8 for details on convertible

preferred stock issuances to the Company’s officers.

Refer to Note 8 for details on common share

issuances to the Company’s officers.

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

of 1933, as amended (the “Securities Act”).

Capital Contributions

During the periods ending September 30,

2025, and September 30, 2024, the Company did not receive any capital contributions.

NOTE 10 – COMMITMENTS AND CONTINGENCIES

Operating Lease Commitments

The Company has no lease obligations at

September 30, 2025, and December 31, 2024.

Additionally, the Company has no known contingencies as of September 30, 2025, and December

Purchase Commitments

The Company has no purchase obligations

at September 30, 2025 and December 31, 2024.

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.

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

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.

NOTE 11 – SUBSEQUENT EVENTS

The Company has evaluated all events that

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

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

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-Q

Item 1. Financial Statements