What changed in this filing

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Item 1. Business

2026-03-25 compared with 2025-03-31 · 279 added, 163 removed, 303 unchanged (59% of the section changed)

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are located in the Gulf States Drill Region, where we target acquisition and subsequent exploitation and development of crude

oil, including acquisitions of hydrocarbon revenues and underlying oil and gas exploration and production rights.

We believe that

we can establish a profitable niche in crude oil production due to the quality of the light sweet crude oil produced from the

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

oil and natural gas, including acquisitions of hydrocarbon revenues and underlying oil and gas exploration and production rights.

We believe that we can establish a profitable niche in crude oil and natural gas production due to the quality of the light sweet

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

Company was incorporated in the Commonwealth of Virginia on November 13, 2017, and started its operations on November 17,

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value per share (the “Common Stock”) to the members of Barrister and assumed Barrister’s debt obligations to

Central Operating, LLC (“COP”) in principal amount of $2,700,000, which was discharged on November 16, 2021

pursuant to a debt exchange agreement between the Company and COP in exchange for the issuance of 1,350,000 shares of the Company’s

Central Operating, LLC (“COP”) in principal amount of $2,700,000, which was discharged on November 16, 2021 pursuant

to a debt exchange agreement between the Company and COP in exchange for the issuance of 1,350,000 shares of the Company’s

Common Stock to COP.

Currently we are producing very limited crude oil production from limited oil drilling operations as a result

Currently we are producing very limited crude oil production from limited production operations as a result

of the Barrister Acquisition.

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and Barrister.

the Company acquired these new properties, including drilling wells, currently, these wells have very limited productions, not

the Company acquired these new properties, including drilling wells, currently, these wells have very limited production, not

sufficient for the Company to become profitable.

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of July 1, 2024, for accounting purposes.

On July 1, 2025, the Board of Directors

of CoJax Oil and Gas Corporation approved a Reassignment Agreement by which the Company assigned and conveyed 100% of its interest

in the NONOP Assets back to Taxodium Energy, LLC and its affiliates due to diminishing operating margins the Company elected to

dispose of its interests in the NONOP Assets..

On October 22, 2025, pursuant to the Reassignment Agreement, the Company transferred

to Taxodium 100% ownership, right, title and interests in the aforementioned NONOP Assets.

As consideration for the reassignment,

Taxodium fully released and canceled all outstanding payables related to the NONOP Assets.

Growth Strategy

Company is seeking to acquire existing underexploited conventional oil and natural gas producing properties and rights in the

Gulf States Drill Region.

These properties typically contain upside potential through operational efficiencies and recompletions

to behind pipe zones and infill drilling.

Our long-term goal is to create shareholder value by identifying and assembling

a portfolio of low-risk assets with attractive economic profiles.

Our ability to implement our business plan is subject, in part,

on our ability to timely raise adequate and affordable funding from investors or lenders for establishing acquisitions.

acquisition was Barrister, followed by the acquisition of NONOP Assets and Buckley Assets in the fourth quarter of 2022.

we acquired the non-operated interests of Liberty Operating Company, LLC in two separate fields located within Mississippi.

efforts now involve raising sufficient working capital to perform planned well work on existing properties in order to increase

gross production and cash flow.

Company is seeking to acquire existing underexploited conventional and unconventional oil and natural gas producing properties

and rights in the Gulf States Drill Region.

These properties typically contain upside potential through operational efficiencies,

recompletions to behind pipe zones and infill drilling.

Our long-term goal is to create shareholder value by identifying

and assembling a portfolio of low-risk assets with attractive economic profiles.

Our ability to implement our business plan is

subject, in part, in our ability to timely raise adequate and affordable funding from investors or lenders for establishing acquisitions.

Our first acquisition was Barrister, followed by the acquisition of NONOP Assets and Buckley Assets in the fourth quarter of 2022.

In 2024, we acquired the non-operated interests of Liberty Operating Company, LLC in three separate fields located within Mississippi.

Our efforts now involve raising sufficient working capital to perform planned well work on existing properties to increase gross

production and cash flow.

Company will continue to seek acquisitions that can be obtained in exchange for the Company’s stock or under an earn-out

Preference is given to existing producing properties or companies wishing to divest all their assets.

The acquisition

of a company that holds oil and leases rights has the perceived advantages of acquiring several oil leases and rights and existing

drilling operations with in-place management in a single transaction.

of a company that holds oil and lease rights affords the company the advantage of bypassing the long process of acquiring oil

leases and rights and existing drilling operations with in-place management in a single transaction.

teaming approach is also designed to facilitate rapid growth by bringing necessary expertise into operations from available contractors.

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significant oil and gas fields or leases to exploit and the funding to explore new fields or acquire mature ones.

There is also an established oil and gas production industry in northern Alaska and in North Dakota and western Canada.

our competitors not only explore for and produce oil and natural gas, but also have midstream and further downstream operations

and market a variety of hydrocarbon products on a regional, national or worldwide basis.

In addition, oil and natural gas compete

with other forms of energy available to customers, primarily based on price.

Oil and natural gas compete with alternative energy

sources—such as wind, solar, coal, and fuel oils—primarily on price.

Changes in energy availability, pricing, market

conditions, and regulatory factors may affect demand.

There is also

an established oil and gas production industry in northern Alaska and in North Dakota and western Canada.

Many of our competitors

not only explore for and produce oil and natural gas, but also have midstream and further downstream operations and market a variety

of hydrocarbon products on a regional, national or worldwide basis.

In addition, oil and natural gas compete with other forms

of energy available to customers, primarily based on price.

Oil and natural gas compete with alternative energy sources—such

as wind, solar, coal, and fuel oils—primarily on price.

Changes in energy availability, pricing, market conditions, and

regulatory factors may affect demand.

Company has a limited operating history of its business operation and lacks the financial, technical, and manpower resources,

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Nevertheless, production from these assets has significantly enhanced our operational capability.

shown in the tables below, production has significantly improved following the asset acquisitions in the fourth quarter of 2022.

However, the Company will not be able to increase production until sufficient financial resources are secured through debt and

equity financing.

Additionally, if production levels cannot be restored to previous benchmarks, the Company may need to write

down some of these assets.

shown in the tables below, production has improved over the three-year period presented.

However, the Company will not be able

to increase production until sufficient financial resources are secured through debt and equity financing.

Smackover Trend .

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Barrister Energy Properties .

As of the date of this Annual Report, we have interests in 55 wells.

In the fourth

quarter of 2022, we acquired interest in 29 of those wells.

In the second and third quarters of 2024, we acquired interest in

15 and 9 of those wells, respectively.

During the year ended December 31, 2024, we acquired interest in 24 wells.

the year ended December 31, 2025, we disposed of our interest in 28 wells.

As of the date of this Annual Report, we have interests

table below summarizes production, average production prices, and average production costs by final product sold for the last

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

For the Year Ended December 31,

the Year Ended December 31,

Net Production:

Natural Gas (Mcf)

Average Production Prices:

Average Production

Natural Gas (Mcf)

Average Production Costs

Production Costs (per BOE) (1)

Average Production

Production Costs

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

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

The production cost

(per BOE) for the year ended December 31, 2022 was updated to reflect certain lease operating expenses not previously included

in the calculation.

and Gas Properties, Wells, Operations, and Acreage

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Year-End 2025

Year-End 2024

Year-End 2023

Gross and Net Productive Wells

Consolidated Subsidiaries

and net productive wells

United States

Total Consolidated Subsidiaries

Total gross and net productive wells

and Net Developed Acreage

Year-End 2025

Year-End 2024

Year-End 2023

Gross and Net Developed Acreage

Consolidated Subsidiaries

and net developed acreage

United States

Total Consolidated Subsidiaries

Total gross and net developed acreage

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

and Net Undeveloped Acreage

Year-End Need

Year-End 2024

Year-End 2023

Gross and Net Undeveloped Acreage

Consolidated Subsidiaries

and net undeveloped acreage

United States

Total Consolidated Subsidiaries

Total gross and net undeveloped acreage

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

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is not expected to have a material adverse effect on the Company.

and natural gas operations such as ours are subject to various types of legislation, regulation, and other legal requirements

enacted by governmental authorities.

This legislation and regulation affecting the oil and natural gas industry are under constant

review for amendment or expansion.

Companies with oil and natural gas operations

such as the Company are subject to various types of legislation, regulation, and other legal requirements enacted by governmental

This legislation and regulation affecting the oil and natural gas industry are under constant review for amendment

or expansion.

Some of these requirements carry substantial penalties for failure to comply.

The regulatory

burden on the oil and natural gas industry increases our cost of doing business and, consequently, can affect our profitability.

Because these laws, rules and regulations are frequently amended or reinterpreted and new laws, rules and regulations are promulgated,

we are unable to predict the future cost or impact of complying with the laws, rules and regulations to which we are, or will

be required to comply.

The regulatory burden on the oil and

natural gas industry increases our cost of doing business and, consequently, can affect our profitability.

Because these laws,

rules and regulations are frequently amended or reinterpreted and new laws, rules and regulations are promulgated, we are unable

to predict the future cost or impact of complying with the laws, rules and regulations to which we are, or will be required to

of Drilling and Production

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Department of the Interior has recently resumed lease sales in several states.

On January 20, 2021, the Biden Administration issued

(i) an order providing for a 60-day moratorium on new oil and gas leasing and drilling permits on federal land, limiting the authority

of local offices of the BLM to issue new leases and grant federal drilling permits and certain extensions, sundries, rights-of-way

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

and (ii) and executive order signed by

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

full review of the federal leasing and permitting program.

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

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

January 20, 2025, President Trump signed several energy-related executive orders intended to boost U.S.

oil and gas production

and exports by declaring a national energy emergency, removing regulatory barriers, including the Biden Administration’s

restrictions on oil and gas production in Alaska, and expediting permitting approval for oil and gas projects.

It also opened

areas for oil and gas development including the Arctic National Wildlife Refuge.

These executive orders give the executive branch more

power to expedite approval for building infrastructure for “energy resources” defined as “crude oil, natural

gas, lease condensates, natural gas liquids, refined petroleum products, uranium, coal, biofuels, geothermal heat, the kinetic

movement of flowing water, and critical minerals.” It includes two provisions directly relevant to the oil and gas market.

It mandates all agencies to conduct immediate review of all existing regulations, orders, guidance documents, policies and other

actions that “burden the development of domestic energy resources,” with a focus on oil, natural gas, coal, hydropower,

biofuels, critical mineral, and nuclear energy resources and ends the Biden Administration’s pause on approval of liquified

natural gas exports and requests the Secretary of Energy to restart reviews of applications for approvals of liquified natural

gas export projects as expeditiously as possible.

all our properties and operations are in Alabama and Mississippi, which have regulations governing conservation matters, such

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the Oil Pollution Act

of 1990 (the “OPA 90”), the Clean Water Act (the “CWA”), the Comprehensive Environmental Response, Compensation,

and Liability Act (“CERCLA”), the Resource Conservation and Recovery Act (“RCRA”), the Clean Air Act (the

“CAA”) and the Occupational Safety and Health Act (“OSHA”), as well as comparable state statutes and regulations.

of 1990, the Clean Water Act, the Comprehensive Environmental Response, Compensation, and Liability Act, the Resource Conservation

and Recovery Act, the Clean Air Act and the Occupational Safety and Health Act, as well as comparable state statutes and regulations.

We also may be subject to regulations governing the handling, transportation, storage and disposal of wastes generated by our

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of produced water into disposal wells below the rates that would otherwise be possible.

We expect to remain in compliance in all

material respects with currently applicable environmental laws and regulations and do not expect that these laws and regulations

will have a material adverse impact on the Company.

OPA 90 and its regulations impose requirements on “responsible parties” related to the prevention of crude oil spills

and liability for damages resulting from oil spills into or upon navigable waters, adjoining shorelines or on the exclusive economic

zone of the United States.

A “responsible party” under the OPA 90 may include the owner or operator of an onshore

The OPA 90 subjects responsible parties to strict, joint and several financial liability for removal and remediation

costs and other damages, including natural resource damages, caused by an oil spill that is covered by the statue.

comply with the OPA 90 may subject a responsible party to civil or criminal enforcement action.

CWA and comparable state laws impose restrictions and strict controls regarding the discharge of produced waters, fill materials

and other materials into navigable waters.

These controls have become more stringent over the years, and it is possible that additional

restrictions will be imposed in the future.

Permits are required to discharge pollutants into certain state and federal waters

and to conduct construction activities in those waters and wetlands.

The CWA and comparable state statutes provide for civil,

criminal and administrative penalties for any unauthorized discharges of oil and other pollutants and impose liability for the

costs of removal or remediation of contamination resulting from such discharges.

In September 2015, a rule issued by the EPA and

Army Corp of Engineers (the “Corps”) to revise the definition of “waters of the United States” (“WOTUS”)

for all CWA programs, thereby defining the scope of the EPA’s and the Corp’s jurisdiction, became effective.

rescinded this rule in 2019 and promulgated the Navigable Waters Protection Rule (the “NWPR”) in 2020.

viewed as narrowing the scope of WOTUS as compared to the 2015 rule.

In August 2021, the U.S.

District Court for the District

of Arizona vacated and remanded the NWPR.

On January 18, 2023, the EPA and the Corps jointly issued a final rule revising the

definition of WOTUS that largely returned to the pre-2015 regulatory regime.

On September 8, 2023, the U.S.

Supreme Court issued

a decision limiting the scope of federal jurisdiction over wetlands only to those that have a continuous surface connection to

water bodies.

On August 29, 2023, the EPA and the Corps jointly issued a final rule, effective immediately, aligning the regulatory

definition of WOTUS with the Supreme Court’s ruling.

also known as the “Superfund” law, imposes liability, without regard to fault or the legality of the original conduct,

on various classes of persons that are considered to have contributed to the release of a “hazardous substance” in

the environment.

These persons include the owner or operator of the site where the release occurred and companies that disposed

of, or arranged for the disposal of, the hazardous substances found at the site.

Persons who are responsible for releases of hazardous

substances under CERCLA may be subject to joint and several liability for the costs of cleaning up the hazardous substances and

for damages to natural resources.

In addition, it is not uncommon for neighboring landowners and other third parties to file claims

for personal injury and property damage allegedly caused by hazardous substances released into the environment.

Although CERCLA

generally exempts petroleum from the definition of hazardous substances, our operations may in the future, involve the use or

handling of materials that are classified as hazardous substances under CERCLA.

Each state also has environmental cleanup laws

analogous to CERCLA.

RCRA and comparable state and local statues govern the management, including treatment, storage and disposal,

of both hazardous and nonhazardous solid wastes.

Hazardous wastes are subject to more stringent and costly disposal requirements

than nonhazardous wastes.

CAA, as amended, restricts the emission of air pollutants from many sources, including oil and natural gas production.

certain states have comparable legislation, which may be more restrictive than the CAA.

These laws and any implementing regulations

impose stringent air permit requirements and require us to obtain pre-approval for the construction or modification of certain

projects or facilities expected to produce air emissions, or to use specific equipment or technologies to control emissions.

and state regulatory agencies can impose administrative, civil and criminal penalties for non-compliance with air permits or other

requirements of the CAA and associated state laws and regulations.

On August 16, 2022, the Inflation Reduction Act created the

Methane Emissions Reduction Program to incentivize methane emission reductions and impose a fee on greenhouse gas emissions from

certain facilities that exceed specified emissions levels.

believe that we are in substantial compliance with current applicable environmental laws and regulations and that continued compliance

with existing requirements may have a material adverse impact on the Company.

Environmental laws and regulations have been subject

to frequent changes over the years, and the imposition of more stringent requirements or new regulatory schemes such as carbon

"cap and trade" or pricing programs could have a material adverse effect upon our capital expenditures, earnings or

competitive position, including the suspension or cessation of operations in affected areas.

The Biden administration has made,

and the Trump administration may also make additional changes to applicable regulations.

There are costs associated with responding

to changing regulations and policies, whether such regulations are more or less stringent.

Changing laws or regulations may increase

the Company’s risk of noncompliance and result in the generation of fines or penalties.

As such, there can be no assurance

that material costs and liabilities will not be incurred in the future.

Pollution Act of 1990 (the “OPA 90”) and its regulations impose requirements on “responsible parties”

related to the prevention of crude oil spills and liability for damages resulting from oil spills into or upon navigable waters,

adjoining shorelines or on the exclusive economic zone of the United States.

A “responsible party” under the OPA 90

may include the owner or operator of an onshore facility.

The OPA 90 subjects responsible parties to strict, joint and several

financial liability for removal and remediation costs and other damages, including natural resource damages, caused by an oil

spill that is covered by the statue.

Failure to comply with the OPA 90 may subject a responsible party to civil or criminal enforcement

Clean Water Act (the “CWA”) and comparable state laws impose restrictions and strict controls regarding the discharge

of produced waters, fill materials and other materials into navigable waters.

These controls have become more stringent over the

years, and it is possible that additional restrictions will be imposed in the future.

Permits are required to discharge pollutants

into certain state and federal waters and to conduct construction activities in those waters and wetlands.

The CWA and comparable

state statutes provide for civil, criminal and administrative penalties for any unauthorized discharges of oil and other pollutants

and impose liability for the costs of removal or remediation of contamination resulting from such discharges.

In September 2015,

a rule issued by the EPA and U.S.

Army Corp of Engineers (the “Corps”) to revise the definition of “waters of

the United States” (“WOTUS”) for all CWA programs, thereby defining the scope of the EPA’s and the Corp’s

jurisdiction, became effective.

The EPA rescinded this rule in 2019 and promulgated the Navigable Waters Protection Rule (the

“NWPR”) in 2020.

The NWPR was viewed as narrowing the scope of WOTUS as compared to the 2015 rule.

In August 2021,

District Court for the District of Arizona vacated and remanded the NWPR.

On January 18, 2023, the EPA and the Corps

jointly issued a final rule revising the definition of WOTUS that largely returned to the pre-2015 regulatory regime.

8, 2023, the U.S.

Supreme Court issued a decision limiting the scope of federal jurisdiction over wetlands only to those that

have a continuous surface connection to water bodies.

On August 29, 2023, the EPA and the Corps jointly issued a final rule, effective

immediately, aligning the regulatory definition of WOTUS with the Supreme Court’s ruling.

The new rule has been challenged

by several states and industry groups.

On November 17, 2025, the EPA and the USACE announced a proposed rule to further revise

the definition of WOTUS.

Certain state regulations and the general permits issued under the Federal National Pollutant Discharge

Elimination System program prohibit the discharge of produced waters and sand, drilling fluids, drill cuttings and certain other

substances related to the natural gas and oil industry into certain coastal and offshore waters, unless otherwise authorized.

Further, the EPA has adopted regulations requiring certain natural gas and oil exploration and production facilities to obtain

permits for storm water discharges.

Costs may be associated with the treatment of wastewater or developing and implementing storm

water pollution prevention plans.

The proposed rule may limit the scope of waters regulated under the CWA.

The public comment

period for the rule closed on January 5, 2026.

As a result, substantial uncertainty exists with respect to future implementation

of the September 2023 rule and the scope of CWA jurisdiction more generally.

To the extent the rule or any future rule or court

decision expands the scope of the CWA’s jurisdiction, the Company could face increased permitting costs and project delays.

CWA and comparable state statutes provide for civil, criminal and administrative penalties for unauthorized discharges for oil

and other pollutants and impose liability on parties responsible for those discharges for the cost of cleaning up any environmental

damage caused by the release and for natural resource damages resulting from the release.

We believe that our operations comply

in all material respects with the requirements of the CWA and state statutes enacted to control water pollution and that the requirements,

including those under the 2023 WOTUS rule and 2025 WOTUS rule, are not any more burdensome to us than to other similarly situated

companies involved in natural gas and oil exploration and production activities.

Comprehensive

Environmental Response, Compensation, and Liability Act (“CERCLA”), also known as the “Superfund” law,

imposes liability, without regard to fault or the legality of the original conduct, on various classes of persons that are considered

to have contributed to the release of a “hazardous substance” in the environment.

These persons include the owner

or operator of the site where the release occurred and companies that disposed of, or arranged for the disposal of, the hazardous

substances found at the site.

Persons who are responsible for releases of hazardous substances under CERCLA may be subject to

joint and several liability for the costs of cleaning up the hazardous substances and for damages to natural resources.

it is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly

caused by hazardous substances released into the environment.

Although CERCLA generally exempts petroleum from the definition

of hazardous substances, our operations may in the future, involve the use or handling of materials that are classified as hazardous

substances under CERCLA.

Each state also has environmental cleanup laws analogous to CERCLA.

RCRA and comparable state and local

statues govern the management, including treatment, storage and disposal, of both hazardous and nonhazardous solid wastes.

wastes are subject to more stringent and costly disposal requirements than nonhazardous wastes.

operations are also subject to the Clean Air Act ("CAA"), and comparable state and local requirements.

The CAA, as amended,

restricts the emission of air pollutants from many sources, including oil and natural gas production.

Amendments to the CAA were

adopted in 1990 and contain provisions that may result in the gradual imposition of certain pollution control requirements with

respect to air emissions from our operations.

EPA issued its final rule on December 2, 2023 that has a number of provisions intended

to reduce methane emissions from natural gas and oil operations.

On March 12, 2025, EPA Administrator Lee Zeldin announced that

the EPA was reconsidering the prior rule, and, on July 28, 2025 and December 3, 2025, the EPA issued an interim final rule and

final rule, respectively, extending the deadlines for certain provisions on the rule.

We believe our operations will not be materially

adversely affected by the new requirements, and the requirements will not be any more burdensome to us than to other similarly

situated companies involved in natural gas and oil exploration and production activities.

addition, certain states have comparable legislation, which may be more restrictive than the CAA.

These laws and any implementing

regulations impose stringent air permit requirements and require us to obtain pre-approval for the construction or modification

of certain projects or facilities expected to produce air emissions, or to use specific equipment or technologies to control emissions.

Federal and state regulatory agencies can impose administrative, civil and criminal penalties for non-compliance with air permits

or other requirements of the CAA and associated state laws and regulations.

August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into law.

In addition, in August 2022,

the Inflation Reduction Act of 2022 was signed into law.

Among other things, it created the Methane Emissions Reduction Program

to incentivize methane emission reductions and impose a fee on greenhouse gas emissions from certain facilities that exceed specified

emissions levels which imposes a first-time federal fee on methane emissions for the oil and gas sector, the Waste Emissions Charge

In May 2024, the EPA finalized amendments to the Greenhouse Gas Reporting Program for petroleum and natural

gas facilities.

Among other things, the rule expands the emissions events that are subject to reporting requirements to include

“other large release events.” The emissions reported under the Greenhouse Gas Reporting Program will be the basis

for any payments under the Methane Emissions Reduction Program.

However, petitions for reconsideration to the EPA are pending

and litigation in the D.C.

Circuit challenging the revisions has commenced.

In November 2024, the EPA finalized a regulation to

implement the Inflation Reduction Act’s Waste Emissions Charge.

The final rule included an increasing fee schedule beginning

In January 2025, President Trump issued an executive order directing the heads of all federal agencies to identify and

begin the processes to suspend, revise, or rescind all agency actions that are unduly burdensome on the identification, development,

or use of domestic energy resources.

On March 14, 2025, President Trump signed a Joint Resolution of Disapproval under the Congressional

Review Act overturning the EPA's WEC rule.

The One Big Beautiful Bill Act signed into law by President Trump on July 4, 2025 postpones

the implementation of the WEC to 2034.

We believe our operations will not be materially adversely affected by the IRA, and the

requirements will not be any more burdensome to us than to other similarly situated companies involved in natural gas and oil

exploration and production activities.

While these actions eliminate near-term compliance obligations, future regulatory developments

remain uncertain and could still impose operational, compliance, or financial impacts on the Company.

Internationally,

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reduction goals, every five years beginning in 2020.

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

the agreement effective February 19, 2021.

The United States exited the Paris Agreement in November 2020;

agreement effective February 19, 2021.

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

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

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

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

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

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

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

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

On December 2, 2023, the EPA issued a prepublication

version of a final rule to regulate emissions from oil and natural gas sources that includes NSPS to limit greenhouse gas and

volatile organic compound emissions for new, modified or reconstructed sources, as well as emissions guidelines for states to

follow when establishing plans to limit methane emissions from existing sources.

Additionally, on November 17, 2023, the EPA issued

a final rule that enables states to implement more stringent methane emissions standards than the federal guidelines require.

As another example, in January 2023, the EPA announced a proposed consent decree that, if finalized as proposed, would establish

2021, the Biden administration issued an Executive Order pausing new natural gas and oil leasing and drilling permits for U.S.

public lands and offshore waters until the Secretary of the Interior conducts a comprehensive review and reconsideration of Federal

natural gas and oil permitting and leasing practices.

In 2022, the Biden administration reopened federal lands for natural gas

and oil leasing under a reformed program that significantly reduces the acreage available for lease and, in 2025, President Trump

revoked the 2021 Executive Order.

We believe our operations will not be materially adversely affected by these changes and expect

that the impacts to our operations will be similar to other similarly situated companies involved in natural gas and oil exploration

and production activities.

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

by reducing greenhouse gas emissions and achieving net-zero global carbon emissions by 2050 or before, designed to infuse climate

policy in all aspects of federal decision-making, including specific directives that touch on foreign policy, national security,

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

Based on this Executive

Order and other findings, the EPA has begun adopting and implementing a comprehensive suite of regulations to restrict emissions

of greenhouse gases under existing provisions of the CAA.

On December 2, 2023, the EPA issued a prepublication version of a final

rule to regulate emissions from oil and natural gas sources that includes NSPS to limit greenhouse gas and volatile organic compound

emissions for new, modified or reconstructed sources, as well as emissions guidelines for states to follow when establishing plans

to limit methane emissions from existing sources.

Additionally, on November 17, 2023, the EPA issued a final rule that enables

states to implement more stringent methane emissions standards than the federal guidelines require.

President Trump issued an

executive order directing the notice to the United Nations of the United States’ immediate withdrawal from the Paris Agreement

and all other agreements made under the United Nations Framework Convention on Climate Change.

The withdrawal became effective

in January 2026.

At the same time, various state and local governments have publicly committed to furthering the goals of the

Paris Agreement and many of these initiatives are expected to continue.

The full impact of these actions remains unclear.

see Item 1A—Risk Factors in this Annual Report on Form 10-K for further discussion of risks related to

climate change and the regulation of methane emissions.

another example, in January 2023, the EPA announced a proposed consent decree that, if finalized as proposed, would establish

a December 10, 2024 deadline for the EPA to review and propose revisions to the National Emission Standards for Hazardous Air

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which may require us to make additional changes to our operations.

Legislative and regulatory initiatives related to climate change

and greenhouse gas emissions could, and likely would, require us to incur increased operating costs adversely affecting our profits

and could adversely affect demand for the oil and natural gas we produce, depressing the prices we receive for oil and natural

is difficult to predict the timing and certainty of any future government action and the effect on our operations.

Future legislation

or regulations adopted to address climate change could also make our products more or less desirable than competing sources of

However, we expect that the impacts to our operations will not be materially different from other similarly situated companies

involved in natural gas and oil exploration and production activities.

and regulatory initiatives related to climate change and greenhouse gas emissions could, and likely would, require us to incur

increased operating costs adversely affecting our profits and could adversely affect demand for the oil and natural gas we produce,

depressing the prices we receive for oil and natural gas.

the course of our routine oil and natural gas operations, surface spills and leaks, including casing leaks, of oil, produced water

27 unchanged sentences

currently have two full-time employees:

William Downs, our Chief Executive Officer, and Jeffrey J.

Guzy, our Chief Financial Officer.

The officers devote the number of hours necessary to perform their duties, and each officer, in his sole discretion, determines

the extent of the time commitment.

Downs, our Chief Executive Officer, and Jeffrey J.

Guzy, our Chief Financial

The officers devote the number of hours necessary to perform their duties, and each officer, in his sole discretion,

determines the extent of the time commitment.

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

What changed 10-K

Item 1. Business