What changed in this filing

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Item 1. Financial Statements

2026-05-13 compared with 2025-11-12 · 225 added, 241 removed, 332 unchanged (58% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30, 2025

Current Assets

Accounts receivable

Accounts receivable, net

Prepaid expenses

2 unchanged sentences

Oil and natural gas properties at cost

Proved Properties

Unproved Properties

Accumulated depletion

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Stockholders’ Equity

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.

Preferred stock, $ 0.10

par value, 50,000,000 current shares authorized, 0 and 0 Series A shares, $ 0.01 par value issued and outstanding at March 31, 2026 and December 31, 2025, respectively.

Common stock, $ 0.01 par value, 300,000,000 current shares authorized, 14,168,755 and 14,168,755 shares issued and outstanding, at March 31, 2026 and December 31, 2025 respectively.

Subscription payable

1 unchanged sentence

Accumulated deficit

( 13,749,055 )

( 13,483,096 )

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

$ $ 9,567,275

The accompanying notes are an integral part

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COJAX OIL AND GAS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

CONDENSED CONSOLIDATED STATEMENTS OF

For the Three Months

For the Nine Months

Ended September 30,

Ended March 31,

Operating costs and expenses:

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Other expense:

Other income and expense

Interest expense, net

Total other expense

$ ( 265,959 )

$ ( 144,806 )

Net loss per common share - basic and diluted

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COJAX OIL AND GAS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Preferred stock

CONDENSED CONSOLIDATED STATEMENTS OF

STOCKHOLDERS’ EQUITY

Subscriptions

Stockholder’s equity

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

Stockholder’s

December 31, 2024

$ ( 12,373,887 )

Net loss for the

three months ending March 31, 2025

March 31, 2025

$ ( 12,518,693 )

Balance, December

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

$ ( 13,483,096 )

Net loss for the

three months ending March 31, 2026

March 31, 2026

$ ( 13,749,055 )

The accompanying notes are an integral part

1 unchanged sentence

COJAX OIL AND GAS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months Ended September 30,

CONDENSED CONSOLIDATED STATEMENTS OF

For the Three Months Ended March 31,

Cash flows from operating activities:

$ ( 265,959 )

$ ( 144,806 )

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

1 unchanged sentence

Accretion of asset retirement obligation

Common stock issued for services and salaries

Changes in operating assets and liabilities:

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Cash flows from investing activities:

Net cash provided by investing activities

Cash flows from financing activities:

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Cash at end of period

Supplemental disclosure of non-cash activities:

Supplemental disclosure of non-cash operating 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

Supplemental disclosure of non-cash investing activities:

Capital expenditures on oil and natural gas properties included in accounts payable

The accompanying notes are an integral part

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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,

The Company is based in Arlington, Virginia, with a

wholly owned subsidiary, Barrister Energy LLC (‘Barrister Energy’), registered in Mississippi and based in Laurel,

Nature of Operations

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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.

Since its inception,

the Company has been engaged primarily in organizational activities and had limited revenue-generating operations before the period

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, its operational wholly-owned 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.

As an owner, the Company has the right

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

As an owner, the Company

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

Condensed Consolidated Financial

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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.

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 three months ended March 31, 2026, are not necessarily indicative of the results to be expected for the full year ending

December 31, 2026, 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

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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.

with the Company’s annual report on Form 10-K for the year ended December 31, 2025.

NOTE 2 – GOING CONCERN DISCLOSURE

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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.

operations, expects to incur further losses in the development of its business, 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 no formal plan in place to address this concern but considers that the Company will be able

to obtain additional funds by equity financing and/or related party advances, however, there is no assurance of additional funding

being available or on acceptable terms, if at all.

NOTE 3 – SUMMARY OF SIGNIFICANT

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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.

The accompanying condensed 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.

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.

Cash and Cash Equivalents

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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.

At March 31, 2026 and December

31, 2025, the Company had no cash equivalents.

Oil and Gas Producing Activities

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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.

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.

Unproved oil and gas properties will be

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the Company recorded impairments of $ 402,152 on oil and gas properties.

There were no impairments recorded during the nine months

ended September 30, 2025, and 2024.

There were no impairments recorded during the three

months ended March 31, 2026 and 2025.

Long-Lived Assets

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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 did not recognize any impairment losses on long-lived assets during the three months

ended March 31, 2026 and 2025.

Fair Value 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.

for the three months ended March 31, 2026, or for the year ended December 31, 2025.

ASC 820 “Fair Value Measurements

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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.

based upon certain market assumptions and pertinent information available to management as of March 31, 2026, and December 31,

The respective carrying values of certain on-balance-sheet financial instruments approximated their fair values due to the

short-term nature of these instruments.

Revenue Recognition

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The following table presents revenues disaggregated

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

by product for the three months ended March 31, 2026, and 2025:

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Ended March 31,

Crude oil revenues

Total revenues

All revenues are from production from the

Gulf States Drill Region.

Accounts Receivable

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natural gas receivables.

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

Ongoing evaluations of collectability are performed and an allowance for potential credit losses is provided

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

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 .

During the three months ended March 31, 2026,

the Company recorded write-offs of certain accounts receivable primarily related to the net settlement and true-up of receivable

and payable balances with counterparties, which represent amounts that were not expected to be collected independently outside

of such settlements.

These write-offs were recorded against accounts receivable and did not relate to a deterioration in the overall

credit quality of the Company’s customers.

At both March 31, 2026, and December 31, 2025, the allowance for expected credit

losses was $ 0 .

Stock-Based Compensation

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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.

by ASC 740 and concluded that it had no uncertain tax positions as of March 31, 2026, or as of December 31, 2025.

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.

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 condensed consolidated 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 March 31, 2026 and December 31, 2025, the Company had 0 potentially dilutive

common shares outstanding, respectively.

Asset Retirement Obligations

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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.

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

Asset retirement obligations are estimated

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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

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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.

Condensed Consolidated net income (loss) is the performance measure

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

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

presented in the 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

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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.

In November 2023, the Financial Accounting

Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The ASU requires enhanced disclosures about significant segment expenses that are

regularly provided to the Chief Operating Decision Maker and included in each reported measure of segment profit or loss.

Additionally,

the ASU expanded interim disclosure segments.

The ASU was adopted by the Company during the year ended December 31, 2025 and did

not have a material impact on the consolidated financial statements.

See Segment Information as disclosed with Note 3 for additional

information regarding the updates made.

Management does not believe any other recently

issued accounting pronouncements, if adopted, would have a material effect on the Company’s present or future financial statements.

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 .

The Company did not execute any acquisitions

during the three months ended March 31, 2026.

At March 31, 2026, the Company had leased oil and gas properties assets valued at

$ 9,326,331 .

During the year ended December 31, 2025

due to diminishing operating margins the Company elected to dispose of its interests in the NONOP Assets.

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.

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 in exchange for full release from all outstanding payables related to the NONOP assets.

To recognize the reassignment the

Company removed the following balances:

accounts receivable of $ 214,392 , oil and gas properties at cost of $ 397,207 accumulated

depletion of $ 219,859 , accounts payable of $ 249,855 , workover payable of $ 10,625 , and asset retirement obligations of $ 52,934 .

No cash was transferred due to the reassignment.

The Company accounted for this transaction as an asset disposal and recognized

a loss of $ 78,326 on the disposal.

Scheduled leased oil and gas properties assets

Balance, December 31, 2024

Beginning balance, December 31, 2025

Depletion expense

Balance, September 30, 2025

Capital expenditures on oil and gas properties

Balance, March 31, 2026

We recorded depletion expense of $ 55,945 and $ 100,514 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.

three months ended March 31, 2026 and 2025, respectively.

NOTE 6 – ASSET RETIREMENT OBLIGATION

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Accretion expense

Balance, September 30, 2025

Balance, March 31, 2026

NOTE 7 – NOTES PAYABLE

Notes payable consisted of the following:

September 30, 2025

December 31, 2024

Notes payable – related party

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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

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

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

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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 .

promissory notes to a related party, the CFO of the Company.

The related party notes bear interest at 2 % per annum.

Principal and

accrued interest on all notes mature on December 31, 2026.

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.

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.

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.

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 offering.

NOTE 9 – STOCKHOLDERS’ EQUITY

For the three months ending March 31, 2026

and the year ending 2025, 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:

On April 10, 2025, the Company issued 170,116 shares

at the price of $ 2.00 per share to Wm.

Barrett Wellman for settlement of accrued compensation expenses.

There was no related party activity recorded

for the quarter ended March 31, 2026.

NOTE 9 – STOCKHOLDER’S 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 .

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 .

The Company had 14,168,755 and 14,168,755 shares of Common Stock issued and outstanding

as of March 31, 2026 and December 31, 2025, respectively.

The Company had 0 shares of Preferred Stock issued and outstanding as

of March 31, 2026 and December 31, 2025.

Preferred Stock

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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.

Stock as permanent equity in the condensed consolidated financial statements as the terms do not provide for an obligation to buy

back the shares in exchange for cash or other assets of the Company.

The shares are not considered debt under ASC 480 “Distinguishing

Liabilities from Equity” as the shares do not represent an obligation that must or may be settled with a variable number

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

Refer to Note 8 for details on convertible

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issuances to the Company’s officers.

Refer to Note 5 for details on common share

issuances for acquired interests in oil and gas properties.

During the three months ended March 31,

2026, there has been no common share activity.

The above shares of capital stock are restricted

2 unchanged sentences

Capital Contributions

During the periods ending September 30,

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

During the periods ending March 31, 2026,

and March 31, 2025, the Company did not receive any capital contributions.

NOTE 10 – COMMITMENTS AND CONTINGENCIES

1 unchanged sentence

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

March 31, 2026, and December 31, 2025.

Additionally, the Company has no known contingencies as of March 31, 2026, 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.

at March 31, 2026 and December 31, 2025.

Significant Risks and Uncertainties

Concentration of Credit Risk – Cash – The

Company maintains cash and cash equivalent balances at a single financial institution that are insured by the Federal Deposit

Insurance Corporation (FDIC) up to $ 250,000 .

At March 31, 2026, and December 31, 2025, the Company had no

exposure in excess of

Concentration of Credit Risk – Accounts Receivable

– All of the Company’s outstanding accounts receivable was with two parties, Taxodium Energy, LLC and Liberty Operating

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.

In connection with the issuance of the

condensed consolidated financial statements of Cojax Oil and Gas, Company has evaluated subsequent events and transactions for

potential recognition and/or disclosure through May 13, 2026 the date the financial statements were issued.

Management determined

that there were no reportable subsequent events that occurred during such period to be disclosed as of and for the three months

ended March 31, 2026.

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