What changed in this filing

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Item 1. Business

2023-11-20 compared with 2022-06-14 · 66 added, 120 removed, 160 unchanged (54% of the section changed)

Corporate History

The Company was incorporated in the Commonwealth of Virginia on November 13, 2017.

It is an early-stage company seeking to become an independent energy company focused on the acquisition and subsequent exploitation and development of crude oil in the Gulf States Drill Region.

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

We are an early-stage development oil and gas company seeking to become an independent energy company focused on the acquisition and subsequent exploitation and development of crude oil in the Gulf States Drill Region, including acquisition 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 Region, which is cheaper to refine than crude oil from other regions of the U.S.

On November 17, 2020, the Company acquired (the “Acquisition”) all outstanding capital in Barrister pursuant to an acquisition agreement, dated June 16, 2020, with Barrister and all members of Barrister (the “Acquisition Agreement”).

As a result of the Acquisition, the Company acquired the assets of Barrister, including Barrister Oil Rights, in consideration of the issuance of 3,650,000 shares of the Company’s common stock, (the “Common Stock”) to the members of Barrister and the assumption of Barrister’s debt obligations to C.O.P in principal amount of $2,700,000 (the “Assumed Debt” or the “Total Debt”) under the Purchase and Sale Agreement and the related secured promissory note (the “Note”), each dated as of June 1, 2019.

While the Note was non-interest bearing;

however, the Total Debt under the Note was required to be paid in a lump sum balloon by June 1, 2021, the original maturity date.

This original maturity date was initially extended to October 1, 2021, pursuant to the First Amended and Restated Note dated May 29, 2021, and subsequently was extended to April 30, 2022, pursuant to the Second Amended and Restated Note dated September 30, 2021.

On November 16, 2021, the Company and C.O.P entered into a debt exchange agreement (the “Debt Exchange Agreement”), pursuant to which, COP fully discharged the Company from the obligation to repay the Total Debt in exchange for the issuance of 1,350,000 shares based upon the conversion price of $2.00 per share (the “Exchange Shares”) of the Company’s Common Stock share (the “Common Stock”).

On May 9, 2022, the Board of directors of the Company, after discussion with management and its auditors, determined that the Company’s previously issued financial statements included in the Annual report on Form 10-K (the “Original Form 10-K) and the subsequent Quarterly Reports on Form 10-Q for the quarter ended March 31, 2021, June 30, 2021, and September 30, 2021 (the “Quarterly Reports”) should not be relied upon because the Company incorrectly accounted that the Acquisition was a business combination and reported the properties acquired at the fair value of purchase consideration, including the common shares issued and debt assumed.

After further analysis and discussions, the Company concluded that (i) the Acquisition is deemed an asset acquisition ;

(ii) the carrying value of the Company’s oil and gas properties shall be reduced from $10,000,000 to $2,700,000, the historical cost to Barrister;

and (iii) the Company will use the successful efforts accounting method for its oil and gas producing activities.

In addition, that Amendment also reconciled certain dates in the financial statements, using November 17, 2020, as the date of the completion of the Acquisition and June 16, 2020, the date of the entering into the definitive acquisition agreement with Barrister, as the date when the Company obtained interim operational control over the Barrister’s properties.

On May 31, 2022, the Company filed an amendment to the Original Form 10-K;

and on June 1, 2022, the Company filed amendments to the Quarterly Report (collectively, the “Amendments”) which restated and modified certain statements related to the Acquisition, the Management Discussion and Analysis of

Financial Condition and Results of Operation, and the Financial Statements contained in the Original Form 10-K and the Quarterly Report.

We have explored third party debt and equity funding for acquiring and expanding oil exploration and production, but as of the date of this Annual Report have no firm commitments for funding.

Our experience is that private funding for new drilling on oil leases and rights with limited production or operating history has been difficult to obtain on affordable terms in the past.

Our goal is to raise sufficient funds pursuant to the registration statement described below to expand drilling from Barrister Oil Rights and establish a more robust cash flow and production history from Barrister Oil Rights in order to attract future funding, either from lenders or through offering of our securities to investors, to fund further drilling on Barrister Oil Rights and possibly, subject to adequate funds, acquire new oil leases and rights in Gulf State Drilling Region.

We focus on Gulf State Drilling Region because of the quality of the oil and the ability to typically access oil without fracking and its history of drilling resulting oil production without an inordinate percentage of dry wells or failed drilling.

As an early stage development company and with limited oil production history of Barrister oil rights, the Company does not believe that it can raise funding for exploratory drilling rigs and deep drilling oil rigs.

Business Overview

We operate through Barrister since November 17, 2020, however, we are producing very limited crude oil production from limited oil drilling operations.

This production is not sufficient to cover our operating expenses or to fund establishing new oil drilling rigs or increased drilling.

Establishing new oil drilling rigs to exploit the crude oil reserves commercially is essential to establishing a viable business.

Even with one or more deep drilling wells for Barrister Oil Rights, those wells may fail to produce any oil or sufficient oil to allow the Company to become profitable.

Our long-term objective is to create shareholder value by identifying and assembling a portfolio of low-risk crude oil production assets with attractive economic profiles, and our short-term objective is to leverage the technical and managerial expertise of our proposed contractor operations team to deliver consistently profitable results from the existing oil wells.

Our geographical focus is the Gulf States Region due to its light grade oil which is cheaper to process than other forms of crude oil and due to the ability to tap oil reserves without fracking.

The acquisition of Barrister is the first and only acquisition of oil and gas exploration and production leases and rights as of the date of this Annual Report.

We are focused on establishing profitable oil exploration and production operations by acquiring the right, by lease or assignment, to drill, extract, and sell oil.

We may extract and sell gas from time to time, but any gas production would be secondary and not significant business line.

Our long-term goal is to create shareholder value by identifying and assembling a portfolio of low-risk assets with attractive economic profiles, and our short-term goal is to identify and complete an equity acquisition of producing oil and gas assets in the Gulf States Drilling Region and then raise sufficient working capital to establish deep drilling rigs to fully exploit oil reserves.

The acquisition of Barrister described below is our initial acquisition in the Gulf States Drilling Region.

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 deep drilling rigs in acquired oil and gas leases and rights.

If we cannot acquire oil leases and rights for our securities, we will have to fund the cost of acquisition from investors or lenders.

The funding may be equity or debt.

Our first acquisition, Barrister, lacks existing cash flow from production to fund establishing deep drilling rigs.

The lack of existing cash flow from existing oil production may also be true for any future oil leases and rights due our focus being on what we deem to be underexploited oil leases and rights – like Barrister.

We may be unable, due to lack of required funding and any enhanced oil production from acquired oil leases and rights, to acquire additional oil leases and rights.

We were not successful in our efforts to raise funds in a public registered offering.

While we filed a registration statement on a Form S-1, which was declared effective by the Commission on October 9, 2020, to offer and sell up to 6,000,000 shares of our common stock at a price of $2.00 per share, we have raised only $53,000 in that public offering.

This public offering closed on May 31, 2021.

Competitive Strengths

Use of Contractors

The Company utilizes experienced contractors, including former members of Barrister, with significant prior experience in oil and gas production in the Gulf States Drilling Region in the initial phases of implementing the business plan.

The Company believes that the use of these contractors is the most efficient and cost-effective means of operations for a small independent oil and gas production company and is designed to allow the Company to use experienced oil drilling and production personnel without the high overhead costs of hiring personnel as employees of the Company.

Currently, we engage COP as our contractor to operate the limited oil and gas production drilling and storage operations for the Barrister Oil Rights and to manage the Company’s drilling operations.

We also engage Jeffrey Delancey, our former Chief Executive Officer, who currently is taking the lead on a part-time management basis.

Delancey has over twenty-nine years of direct oilfield operating experience.

He also has extensive experience with operations and administration in an independent oil and gas production company and relies on contract operators to provide experienced personnel to handle all essential crude oil production on a day-to-day basis for the Company.

With adequate funding, the Company intends to employ this teaming model strategy to help attract and retain experienced oil industry engineering and production personnel to identify drill sites and then efficiently operate those wells to produce oil at an above-average industry rate of efficiency in the Gulf States region.

Focus on Underexploited Oil Leases and Rights .

The Company will target oil leases and rights similar to Barrister as possible future acquisitions.

The Company was incorporated in the Commonwealth of Virginia on November 13, 2017, and started its operations on November 17, 2020, upon an acquisition (the “Barrister Acquisition”) of all outstanding capital of Barrister, including all of Barrister’s crude oil and natural gas exploration and production leases and rights owned or controlled by Barrister.

In consideration for the Barrister Acquisition, the Company issued 3,650,000 shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”) to the members of Barrister and the assumption of Barrister’s debt obligations to Central Operating, LLC (“COP”) in principal amount of $2,700,000 (the “Assumed Debt”) under the Purchase and Sale Agreement and the related secured promissory note (the “Note”), each dated as of June 1, 2019.

On November 16, 2021, the Company and COP entered into a debt exchange agreement (the “Debt Exchange Agreement”), pursuant to which, COP fully discharged the Company from the obligation to repay the Assumed Debt in exchange for the issuance of 1,350,000 shares of Common Stock to COP.

Currently we are producing very limited crude oil production from limited oil drilling operations as a result of the Barrister Acquisition.

It is insufficient to cover our operating expenses or to fund establishing new oil drilling rigs or increased drilling.

Recent Developments

On September 27, 2022, the Company dismissed Haynie & Company PC (“Haynie”) as the independent registered public accounting firm engaged to audit the Company’s financial statements.

Haynie had served as the Company’s independent auditor since January 2019.

Haynie’s dismissal was approved by the Company’s board of directors as of such date.

Effective as of September 30, 2022, the Company engaged Sadler, Gibb & Associates, LLC (“Sadler Gibb”), as the Company’s independent registered public accounting firm, to audit the Company’s financial statements for the fiscal year ending December 31, 2022, in accordance with the U.S.

federal securities laws and the applicable SEC rules and regulations and the Public Company Accounting Oversight Board (“PCAOB”).

On November 8, 2022, the Company, through Barrister, its wholly-owned subsidiary, acquired from Taxodium Energy, LLC, a Mississippi limited liability company (“Taxodium”), 100% ownership, right, title and interest in certain properties located in Mississippi and Alabama, including all oil and gas leases, interests, royalties, overriding royalties, subleases, fee estates, net profits interest, and carried interests (collectively “NONOP Assets”) pursuant to the Assignment, Bill of Sale and Conveyance, dated October 31, 2022, executed by Taxodium (the “NONOP Assignment”).

In consideration of the acquisition of NONOP Assets, the Company issued 1,600,000 shares of the Company’s Common Stock to all members of Taxodium in proportion to their interest in Taxodium.

This transaction became effective on October 1, 2022, for accounting purposes, based on when the Company obtained control of the acquired assets.

A copy of the NONOP Assignment is attached to this Annual Report as Exhibit 10.2.

On December 2, 2022, the Company, through Barrister, acquired from Taxodium a 100% ownership, right, title and interests in additional properties located in Mississippi, including certain wells, facilities, the oil gas and mineral leases, together with all surface and subsurface and all operating rights, working interest, and net revenue interest arising out such leases and rights (collectively “Buckley Assets”) pursuant to the to the Assignment, Bill of Sale and Conveyance, dated December 2, 2022, executed by Taxodium and Barrister (the “Buckley Assignment”).

In consideration of the acquisition of Buckley Assets, the Company issued to members of Taxodium an aggregate of 1,500,000 shares of its Common Stock, valued at $2.00 per share, in proportion of their ownership interest in Taxodium.

The Buckley Assignment became effective on October 15, 2022, for accounting purposes, based on when

the Company obtained control of the acquired assets.

A copy of the Buckley Assignment is attached to this Annual Report as Exhibit 10.3.

While the Company acquired these new properties, including drilling wells, currently, these wells have very limited productions, not sufficient to for the Company to become profitable.

Our Growth Strategy

The Company is seeking underexploited oil leases and rights in the Gulf States Drilling Region with reserve reports and one or more drilling rigs, even if exploratory or not deep drilling rigs, which taken together indicate that the oil leases and rights have potential, substantial oil production capability – substantial for a small independent oil production company.

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 deep drilling rigs.

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

Now we need to raise sufficient working capital to establish deep drilling rigs in these acquired oil and gas leases and rights.

Generally, the oil fields in the southern part of the Gulf States Drilling Region are less expensive to drill due to the nature of rock strata and the depth of the oil reserves.

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The acquisition of a company has the perceived advantages of acquiring several oil leases and rights and existing drilling operations with in-place management in a single transaction along with possibly reduced due diligence costs and more expeditious closing of the transaction.

Our Growth Strategy

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

Our ability to realize profitability from oil production depends on the success of deep drill wells, engaging necessary operations expertise, and market price for crude oil

remaining at attractive per-barrel levels, which we believe is $60 or more per barrel.

Our ability to realize profitability from oil production also depends on the success of deep drill wells, engaging necessary operations expertise, and market price for crude oil remaining at attractive per-barrel levels, which we believe is $60 or more per barrel.

If we have adequate funding and/or sufficient cash flow, then we may seek to drill for oil in other assignee or leasehold interests or, alternatively, in oil and gas assignee or leasehold interests or properties owned by our potential affiliates or teaming partners.

Through established networks of contacts, the Company markets its crude oil production, whether current or future, on a month-to-month basis.

If the production of oil increases from the Barrister Oil Rights, the Company will have to expand the marketing efforts by engaging a person or firm to seek out new customers for the oil production in case the current customer base is unable or unwilling to purchase increased oil production.

If the production of oil increases from the properties in which the Company obtain its oil rights, the Company will have to expand the marketing efforts by engaging a person or firm to seek out new customers for the oil production in case the current customer base is unable or unwilling to purchase increased oil production.

The cost means and extent of any enhanced future marketing effort will depend on the amount of increased oil production, the then-current market for oil, and the potential customer base for the oil production.

If the existing customer base will not purchase increased oil production, then the engagement of a dedicated marketing person who engages in direct marketing, by telephone and internet, of potential customers for oil production may be required for the sale of any future increase of oil production.

The Company is undercapitalized to properly exploit the existing oil properties or acquire new oil and gas properties for exploitation.

These oil properties were acquired by Barrister in June 2019, and since that time, the Company has not expanded the production, acquired new oil properties, or improved operations.

The Company has insufficient cash flow or funding to grow its core business operations.

As such, the Company is not an active competitor or commercial presence even among local, small independent oil producers.

There are many large, medium, and small-sized competitors in the Gulf States Drilling Region (including off-shore drilling in the Gulf of Mexico) and adjacent areas which have extensive operational histories, experienced oil and gas industry management, established market share, profitable operations, and extensive potential oil and gas fields or leases to exploit and the cash or funding resources to explore new oil and gas fields as well as fully exploit existing oil fields.

Competitive Strengths

Use of Contractors

experienced oil drilling and production personnel without the high overhead costs of hiring personnel as employees of the Company.

Currently, we engage COP and Taxodium as our contractors to operate the limited oil and gas production drilling and storage operations for the Company Oil Rights and to manage the Company’s drilling operations.

They have extensive experience with operations and administration in an independent oil and gas production company and rely on contract operators to provide experienced personnel to handle all essential crude oil production on a day-to-day basis for the Company.

The Company competes with many large, medium, and small-sized competitors in the Gulf States Drilling Region (including off-shore drilling in the Gulf of Mexico) and adjacent areas which have extensive operational histories, experienced oil and gas industry management, established market share, profitable operations, and extensive potential oil and gas fields or leases to exploit and the cash or funding resources to explore new oil and gas fields as well as acquire mature fields .

[There is also an established oil and gas production industry in northern Alaska and in North Dakota and western Canada (where fracking has made available significant oil and gas reserves in shale formations).

Barrister cannot match the resources, whether financial, technical, manpower, size of proven crude oil reserves, and distribution channels, of its competition in the Gulf States Drilling Region or elsewhere.

Barrister’s current oil production is not sufficient to concern or attract the attention of competitors, which allows Barrister to operate as a small provider of oil without competitive pressures.

The Company has a very limited history of its business operation and is not able to match the resources, whether financial, technical, manpower, size of proven crude oil reserves, and distribution channels, of its competition in the Gulf States Drilling Region or elsewhere.

The Company’s current oil production is not sufficient to concern or attract the attention of competitors, which allows Barrister to operate as a small provider of oil without competitive pressures.

If we significantly increase oil production, we will face increasing competition from other small independent oil producers selling limited amounts of oil.

Any increase in competitive pressures will require investment in a full-time marketing effort by the Company.

Barrister Oil Rights

Company Oil Rights

Description of Barrister Oil Properties and Oil Production Operations .

The Company currently leases a land package of approximately 700 acres in Southwest Alabama, in one contiguous land package.

It also has two producing wells, one saltwater disposal well, a three-mile gas transmission line along with gathering systems, and storage tanks for approximately 1,500 barrels.

As shown in the tables below, production has virtually stopped, and the existing operations are at a maintenance level.

The Company will not be able to increase production until sufficient financial resources are obtained.

Additionally, the Company may need to write down the Barrister oil rights if production cannot be resumed.

Energy Production in Alabama .

The State of Alabama is located in the Southeastern United States alongside the Gulf of Mexico and has been producing petroleum since the 1940s.

The peak of oil production in Alabama was in the 1980s, according to the U.S.

Department of Energy’s Energy Information Administration.

As of 2021, Alabama was ranked 20th among the states in the production of oil and natural gas combined and is producing oil at an annual rate of 3.2 million barrels of oil (based on 9,000 barrels a day as of June 2021).

Alabama's major oil and gas-producing regions are in the western and southwestern parts of the state.

The Company’s current oil and gas assets consist primarily of non-operated interest.

However, production from these assets has significantly improved the Company’s operating ability.

As shown in the tables below, production has significantly improved due to the asset acquisitions in Q4.

However, the Company will not be able to increase production until sufficient financial resources are obtained through potential debt and equity financing.

Additionally, the Company may need to impair some of these assets if production cannot be restored.

The Smackover Trend .

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It was named after the Smackover oil field, which was discovered in Union County, Arkansas, in 1937.

Current Drilling on Barrister Energy Drill Region .

There are three wells in the Barrister Energy Drill Region, which have produced oil and gas since 1996.

Currently, two of these three wells are in production, and one well is used as a saltwater disposal well.

Since November 17, 2020, the date of the Acquisition, we own approximately 95% working interest with a 79% net revenue interest.

The two producers are Nall 16-3 #1 and the Nettles 9-12 #1.

The historical 8/8 th production (gross production) of these oil wells for the fiscal years 1996 – 2015, 2016, 2017, 2018, 2019, 2020, and 2021 are summarized in the table below.

Barrister DRILL REGION PRODUCTION

Nall 16-3 #1 and Nettle 9-12 #1

8/8 th Total Oil Produced (bbl)

Current Barrister Energy Properties .

We own interests in 32 wells as of the end of 2022.

In Q4 2022, we acquired interest in 29 of those wells.

The annual net production of wells for the fiscal years 2020, 2021, and 2022 are summarized in the table below, with the 29 acquisition wells shown only in the 2022 total.

CONSOLIDATED PRODUCTION

Total Oil Produced (bbl)

Total Gas Produced (mcf)

1996 – 2015 *

* Historical production prior to the acquisition of rights by CoJax.

** Current production and historical production prior to the acquisition of rights by CoJax and post-acquisition.

Oil and Gas Production, Production Prices, and Production Costs

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The table below summarizes production by final product sold and by geographic area for the last four years.

(8/8 th barrels of oil produced at year-end)

(Net barrels of oil produced at year-end)

Crude oil and natural gas liquids production

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Total liquids production

(8/8 th barrels of oil produced at year-end)

Natural gas production available for sale

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

Average production costs have been computed by using net production quantities for the divisor.

Average production costs have been computed by using net production quantities for the

The volumes of crude oil and natural gas liquids (“NGL”) production used for this computation are shown in the oil and gas production table.

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Total gross and net productive wells

There were 3 gross, and 1.8 net operated wells at December 31, 2021, December 31, 2020, and December 31, 2019.

There were 32 gross, and 7 net wells as of December 31, 2022.

Gross and Net Developed Acreage

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Federal, state, and local statutes and regulations require permits for drilling operations, drilling bonds, and reports concerning operations.

The trend in oil and natural gas

regulation has been to increase regulatory restrictions and limitations on such activities.

The trend in oil and natural gas regulation has been to increase regulatory restrictions and limitations on such activities.

Any changes in, or more stringent enforcement of, these laws and regulations may result in delays or restrictions in permitting or development of projects or more stringent or costly construction, drilling, water management or completion activities or waste handling, storage, transport, remediation, or disposal emission or discharge requirements which could have a material adverse effect on the Company.

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The Biden administration appealed this decision but has continued to hold lease sales pending appeal.

While we do not have a significant federal lands acreage position at 240 net acres, these actions could have a material adverse effect on the Company and our industry.

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.

Currently, all our properties and operations are in Alabama, which has regulations governing conservation matters, such as the unitization or pooling of oil and natural gas properties, the establishment of maximum allowable rates of production from oil and natural gas wells, the regulation of well spacing, and plugging and abandonment of wells.

The effect of these regulations is to limit the amount of oil and natural gas that we can produce from our wells and to limit the number of wells or the locations at which we can drill, although we can apply for exceptions to such regulations or to have reductions in well spacing.

Moreover, Alabama imposes a production or severance tax with respect to the production and sale of oil, natural gas, and natural gas liquids within their jurisdictions.

The failure to comply with these rules and regulations can result in substantial penalties.

Moreover, Alabama imposes a production or severance tax with respect to the production and

sale of oil, natural gas, and natural gas liquids within their jurisdictions.

Failure to comply with these rules and regulations can result in substantial penalties.

Our competitors in the oil and natural gas industry are subject to the same regulatory requirements and restrictions that affect our operations.

Regulation of Transportation of Oil

Sales of crude oil, condensate, and natural gas liquids are not currently regulated and are made at negotiated prices, however, Congress could reenact price controls in the future.

Sales of crude oil, condensate, and natural gas liquids are not currently regulated and are made at negotiated prices;

however, Congress could reenact price controls in the future.

Our sales of crude oil are affected by the availability, terms, and cost of transportation.

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Intrastate natural gas transportation is subject to regulation by state regulatory agencies.

The basis for intrastate regulation of natural gas transportation and the degree of regulatory oversight and scrutiny given to intrastate natural gas pipeline rates and services varies from state to state.

The basis for intrastate regulation of natural gas transportation and the degree of regulatory oversight and scrutiny

given to intrastate natural gas pipeline rates and services varies from state to state.

Insofar as such regulation within a particular state will generally affect all intrastate natural gas shippers within the state on a comparable basis, we believe that the regulation of similarly situated intrastate natural gas transportation in any states in which we operate and ship natural gas on an intrastate basis will not affect our operations in any way that is of material difference from those of our competitors.

Market Opportunity

and Canada, especially the “dirty” crude oil extracted from North Dakota and Western Canada oil fields using shale fracking.

This optimism is due in part to the increasing percentage of worldwide crude oil production from the U.S.

According to a 2017 study by Louisiana State University:

“During this past decade, not only did the U.S.

experience historical increases in oil and gas production, but it was one of the only countries in the world experiencing large increases in production.

This is because these horizontal drilling and hydraulic fracturing techniques used to extract resources from shale geological formations were discovered and perfected in the Gulf Coast region of the U.S.

Our Key Competitive Strengths

The day-to-day operations of the oil drilling and production from our lease assets in the Gulf States Drill Region will be handled by independent contract operators with experience in conducting oil drilling and operations in the Region.

These contractors will handle all operational aspects of oil drilling, storage and production.

The Company’s officers will provide executive oversight of its operation as well as handling corporate governance, legal compliance, financial affairs and funding efforts of our company.

The use of operating independent contractors in oil and gas exploration and production is not an uncommon industry practice for smaller, independent oil and gas production companies.

The Company will use an operating company contractor as it is deemed the most efficient and cost-effective means of operations for a small independent oil and gas production company like us.

We do not currently have the financial resources to engage and retain qualified industry personnel as full-time employees for operation of our oil and gas exploration and production business.

The use of contractors is designed to allow the Company to use experienced oil drilling and production personnel without the high overhead costs of hiring personnel as employees of the Company.

With adequate funding, the Company intends to employ this teaming model strategy to help attract and retain experienced oil industry engineering and production personnel to identify drill sites and then efficiently operate those wells to produce oil at an above average industry rate of efficiency in the Gulf States region.

Principal Executive Offices

Our principal executive office is located at 3033 Wilson Boulevard, Suite E-605, Arlington, Virginia 22201, in Arlington County outside of Washington, D.C., and our telephone number is (703) 479-8538.

We rent our principal executive offices under a month-to-month lease and for a monthly rental of $50.

We rent our principal executive offices under a month-to-month lease for a monthly rental of $50.

The Company website is www.cojaxoilandgas.com.

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Barrett Wellman, our Chief Financial Officer.

The officers devote the number of hours necessary to perform their duties, which each officer in his sole discretion determines the extent of the time commitment.

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