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Item 1. Financial Statements

2023-11-22 compared with 2023-11-22 · 185 added, 75 removed, 268 unchanged (49% of the section changed)

Financial Statements

The accompanying unaudited condensed consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

The unaudited condensed financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC").

Accordingly, certain disclosures required by accounting principles generally accepted in the United States and normally included in Annual Reports on Form 10-K have been omitted.

Although management believes that our disclosures are adequate to make the information presented not misleading, these unaudited interim financial statements should be read in conjunction with the Company’s audited financial statements and related footnotes included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (“Annual Report”).

The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.

Although management believes that our disclosures are adequate to make the information presented not misleading, these unaudited interim financial statements should be read in conjunction with the Company's audited financial statements and related footnotes included in its most recent Annual Report on Form 10-K.

COJAX OIL AND GAS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30 , 2023

March 31 , 2023

December 31, 2022

Current Assets

Cash and cash equivalents

Accounts receivable

3 unchanged sentences

Accumulated depletion

Total Properties and Equipment

Total Properties and Equipment , net

LIABILITIES AND STOCKHOLDERS ' EQUITY

9 unchanged sentences

Note payable, net of current portion

Total long-term liabilities

Total L ong-term L iabilities

Total Liabilities

Stockholders' Equity

Preferred stock, $0.10 par value, 50,000,000 current shares authorized, 105,000 and 55,000 shares issued and outstanding, at June 30, 2023 and December 31, 2022, respectively.

Common stock, $0.01 par value, 300,000,000 current shares authorized, 9,304,305 and 9,114,446 shares issued and outstanding, at June 30, 2023 and December 31, 2022, respectively.

Preferred stock, $0.10 par value, 50,000,000 current shares authorized, 105,000 and 55,000 Series A shares, $0.01 par value issued and outstanding, at March 31, 2023 and December 31, 2022 respectively.

Common stock, $0.01 par value, 300,000,000 current shares authorized, 9,255,088 and 9,114,446 shares issued and outstanding, at March 31, 2023 and December 31, 2022 respectively.

Subscriptions payable

7 unchanged sentences

For the Three Months

For the Six Months

Ended June 30 ,

Operating costs and e xpenses :

Ended March 31 ,

Operating c ost s and e xpenses :

Lease operating expenses

General and administrative expense

General and administrative expenses

Depletion and accretion on discounted liabilities

3 unchanged sentences

Interest expense, net

Net Other Income (Expense)

Total other income (expense)

Net loss per common share - basic and diluted

2 unchanged sentences

COJAX OIL AND GAS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS ' EQUITY (DE FICIT )

Preferred stock

Subscriptions

Stockholder’s

Equity ( Deficit )

Stockholder’s equity

Balance, December 31, 2021

1 unchanged sentence

Share-based vendor payments and settlements

Share-based payment to Board member for services

Share-based payments to Board member for services

Preferred stock issued for accrued officer compensation

2 unchanged sentences

$ (3,370,706)

Share-based vendor payments and settlements

Net (loss) for the three months ending June 30, 2022

Balance, June 30 , 2022

$ (3,570,275)

Balance, December 31, 2022

2 unchanged sentences

Cash received for stock subscriptions payable

Preferred shares issued for accrued officer compensation

Preferred stock issued for accrued officer compensation

Net (loss) for the three months ending March 31, 2023

1 unchanged sentence

$ (9,434,914)

Common stock issued for services

Net (loss) for the three months ending June 30, 2023

Balance, June 30 , 2023

$ (9,560,830)

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

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30 ,

For the Three Months Ended March 31 ,

Cash flows from operating activities:

7 unchanged sentences

Accounts payable and accrued liabilities

Net cash provided by ( used in ) operating activities

Net cash used in operating activities

Cash flows from investing activities:

1 unchanged sentence

Proceeds from loans payable – related party

Payments on loans payable – related party

Payments of loan payable - SBA PPP loan

Proceeds for stock subscriptions payable

Net cash provided by (used in) financing activities

Net cash provided by financing activities

Net increase (decrease) in cash

8 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

The Company is based in Arlington Virginia, with a wholly owned subsidiary, Barrister Energy LLC (‘Barrister Energy’), registered in Mississippi and based in Laurel, Mississippi.

The Company is based in Arlington Virgina, with a wholly owned subsidiary, Barrister Energy LLC (‘Barrister Energy’), registered in Mississippi and based in Laurel, Mississippi.

Nature of Operations

13 unchanged sentences

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 six months ended June 30, 2023, are not necessarily indicative of the results to be expected for the full year ending December 31, 2023, 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 COVID-19 and other factors.

These unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information, and, accordingly, do not include all of the information and footnotes required by

GAAP for complete financial statements.

The results of operations for the three months ended March 31, 2023, are not necessarily indicative of the results to be expected for the full year ending December 31, 2023, 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 COVID-19 and other factors.

Therefore, these financial statements should be read in conjunction with the Company's annual report on Form 10-K for the year ended December 31, 2022.

12 unchanged sentences

Use of Estimates

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

The preparation of financial statements in conformity U.S.

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

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

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

4 unchanged sentences

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

At both June 30, 2023, and December 31, 2022, the allowance for doubtful accounts was $0.

At both March 31, 2023, and December 31, 2022, the allowance for doubtful accounts was $0.

Oil and Gas Producing Activities

14 unchanged sentences

During the year ended December 31, 2022, the Company recorded impairments of $3,909,700 on oil and gas properties.

There were no impairments recorded during the six months ended June 30, 2023 and 2022.

There were no impairments recorded during the three months ended March 31, 2023 and 2022.

Fair Values of Financial Instruments

The Company had no financial instruments for the six months ended June 30, 2023, or for the year ended December 31, 2022.

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

ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources

(observable inputs) and (2) a reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs).

The Company had no financial instruments for the three months ended March 31, 2023, or for the year ended December 31, 2022.

measurement date.

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

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

6 unchanged sentences

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

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2023, and December 31, 2022.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2023, and December 31, 2022.

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

8 unchanged sentences

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

The following table presents revenues disaggregated by product for the three and six months ended June 30, 2023, and 2022:

The following table presents revenues disaggregated by product for the three months ended March 31, 2023, and 2022:

For the Three Months

For the Six Months

Ended June 30,

Ended June 30 ,

Ended March 31,

Crude oil revenues

Total revenues

All revenues are from production from the Gulf State Drilling Region.

All revenues are from production from the Gulf States Drilling Region.

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

7 unchanged sentences

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

Because of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by ASC 740 and concluded that it had no uncertain tax positions as of June 30, 2023, or as of December 31, 2022.

Basic and Diluted Earnings per Share

4 unchanged sentences

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

As of June 30, 2023 and 2022, the Company had 1,050,000 and 550,000 potentially dilutive common shares outstanding, respectively

As of March 31, 2023 and 2022, the Company had 1,050,000 and 550,000 potentially dilutive common shares outstanding, respectively

Asset Retirement Obligations

The Company records the estimated fair value of obligations associated with the retirement of tangible, long-lived assets in the period in which they are incurred.

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

When a liability is initially recorded, the

Company capitalizes the cost by increasing the carrying amount of the related long-lived asset.

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

13 unchanged sentences

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

At June 30, 2023, and December 31, 2022, the Company had no exposure in excess of insurance.

At March 31, 2023, and December 31, 2022, 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 one party, Taxodium Energy, LLC.

2 unchanged sentences

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.

These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 5 – ROYALTY INTERESTS IN OIL AND GAS PROPERTIES

On November 8, 2022, the Company approved and authorized, by unanimous written consent, the issuance of 1,600,000 shares of common stock, $0.01 par value per share, valued at $2.10 per share, to Taxodium Energy LLC, a Mississippi limited liability company (“Taxodium”), in consideration for the sale and assignment of various mineral and oil and gas royalty interests in and to certain properties located in Mississippi and Alabama to Barrister Energy LLC, a wholly-owned subsidiary of the Company organized under the laws of Mississippi.

At the request and the instructions of Taxodium, the Company issued the Shares to all members of Taxodium on the pro rata basis of their ownership interest in Taxodium.

This acquisition was effective as of October 1, 2022.

At the request and the instructions of Taxodium, the Company issued the Shares to all members of Taxodium on the pro rata basis of their ownership interest in Taxodium.This acquisition was effective as of October 1, 2022.

During the year ended December 31, 2022, this property was impaired by $2,085,100.

3 unchanged sentences

The Assignment was completed on December 2, 2022, with an effective date of October 15, 2022, for accounting purposes.

The Company did not execute any acquisitions during the three months ended June 30, 2023

The Company did not execute any acquisitions during the three months ended March 31, 2023.

Balance, December 31, 2022

Depletion expense

Balance, June 30, 2023

The Company recorded depletion expense of $176,148 and $0 for the six months ended June 30, 2023 and 2022, respectively.

Balance, March 31, 2023

We recorded depletion expense of $95,224 and $0 for the three months ended March 31, 2023 and 2022, respectively.

NOTE 6 – ASSET RETIREMENT OBLIGATION

6 unchanged sentences

Balance, March 31, 2023

Accretion expense

Balance, June 30, 2023

NOTE 7 – RELATED PARTY TRANSACTIONS

For the six months ending June 30, 2023 and 2022, 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:

For the three months ending March 31, 2023 and the year ending 2022, 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 January 4, 2022, the Company issued 12,500 shares of Series A convertible preferred stock to Jeffrey J.

Guzy, the CEO, and 12,500 shares of Series A convertible stock to Wm.

Guzy, the CEO, and 12,500 shares of Series A convertible preferred stock to Wm.

Barrett Wellman, the CFO.

23 unchanged sentences

Authorized Capital

As of June 30, 2023, 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.

As of March 31, 2023, the Company has 300,000,000 authorized shares of Common Stock at $0.01 par value and 50,000,000 authorized shares of Preferred Stock at a par value of $0.10.

Preferred Stock

3 unchanged sentences

On March 1, 2023 the Company received $10,000 for stock subscriptions payable of 5,000 shares of common stock.

On June 1, 2023, the Company issued 14,217 shares for vendor payments at $2.40 per share.

On June 12, 2023, the Company issued 35,000 shares for payment to William R.

Downs at $1.90 per share.

On February 1, 2022, the Company issued 170,000 shares for settlements and consulting fees at $2.00 per share.

3 unchanged sentences

Capital Contributions

During the periods ending June 30, 2023, and June 30, 2022, the Company did not receive any capital contributions.

During the periods ending March 31, 2023, and March 31, 2022, the Company did not receive any capital contributions.

NOTE 9 – CONTINGENCIES AND COMMITMENTS

Operating Lease Commitments

The Company has no lease obligations at June 30, 2023, and December 31, 2022.

The Company has no lease obligations at March 31, 2023, and December 31, 2022.

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

Additionally, the Company has no known contingencies as of June 30, 2023, and December 31, 2022.

Additionally, the Company has no known contingencies as of March 31, 2023, and December 31, 2022.

Purchase Commitments

The Company has no purchase obligations at June 30, 2023.

The Company has no purchase obligations at March 31, 2023 and December 31, 2022.

Legal Matters

6 unchanged sentences

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

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

The management of the

Company determined that there were no reportable subsequent events to be disclosed beyond the following:

Issuance of Common Stock

On June 2, 2023, the Company issued 14,217 Common Shares, at $2.40 per share, to Intelligent Investments I, LLC, a Florida limited liability company for legal services.

On June 12, 2023, the Company issued 35,000 Common Shares, at $1.90 per share, to William R.

Downs for oil and gas business development and consulting services.

On July 24, 2023, the Company issued 7,107 Common Shares, at $0.99 per share, to Intelligent Investments I, LLC, a Florida limited liability company, for legal services.

2 unchanged sentences

On October 10, 2023, all outstanding notes with the Company’s CEO and Executive Chairman were extended to have a maturity date of May 13, 2024.

Management ' s Discussion and Analysis of Financial Condition and Results of Operations

Management ' s Discussion and Analysis of Financial Condition and Results of Operations analyzes the major elements of our balance sheets and statements of operations.

This section should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2022 , and our interim unaudited financial statements and accompanying notes to these financial statements.

CoJax is a growth-oriented independent exploration and production company based in Arlington, Virginia, and is engaged in oil and natural gas development, production, acquisition, and exploration activities currently focused in the Gulf States Region.

Business Description and Plan of Operation

CoJax is currently engaged in oil and natural gas acquisition, exploration, development, and production in Mississippi and Alabama.

We focus on developing our existing properties while continuing to pursue acquisitions of oil and gas properties with upside potential in the Gulf States Region.

Our goal is to increase stockholder value by investing in oil and natural gas projects with attractive rates of return on capital employed.

We plan to achieve this goal by exploiting and developing our existing oil and natural gas properties and pursuing strategic acquisitions of additional properties, while remaining cash flow positive, maintaining low operating costs, and striving to show a gain in annual production while reducing the Company's debt.

Executive Summary - First Quarter 202 3 Developments and Highlights

Risks and Uncertainties

Since March 2020, and throughout the last two years, global markets and commodity prices have been extremely volatile due to the impacts from the COVID-19 pandemic, with further impacts on volatility caused by the war in Ukraine that began in February 2022.

Commodity prices remained steady during the fourth quarter of 2022 as demand has continued to outpace relative supply.

While recessionary concerns have placed some downward pressure on commodity prices, causing oil and gas prices to decline in the first quarter of 2023 from their earlier highs in 2022, worldwide commodity demand continues to exceed pre COVID-19 pandemic levels.

Although supply has increased and we have seen continued recovery in commodity prices since the beginning of the pandemic, there is still an element of volatility and uncertainty that we expect to continue at least for the near-term and possibly longer, in part by the impact of the Russian-Ukrainian military conflict on global commodity and financial markets, and the associated effect of trade sanctions on imports of oil and natural gas from Russia.

This volatility could negatively impact future prices for oil, natural gas, petroleum products and industrial products.

Results of Operations – For the Three Months Ended March 31 , 2023 , and 2022

For the Three Months Ended March 31 ,

Lease operating expenses

General & administrative expenses

Depletion and accretion on discounted liabilities

Loss from operations

Other expense

* In excess of 1,000%

Revenues were $228,718 for the three months ended March 31, 2023, and $0 for the same period during 2022 during which there were no sales of natural gas.

The Company is an early-stage company having just begun to acquire assignments of hydrocarbon revenues and underlying oil and gas exploration and production rights, and therefore has just begun producing significant revenue in 2023.

Lease Operating Expenses

Lease operating expenses were $59,139 for the three months ended March 31, 2023, compared to $1,426 for the three months ended March 31, 2022.

The increase was due to additional operating expenses resulting from acquisitions of oil and gas properties.

Depletion and A ccretion on D iscounted L iabilities

Depletion and accretion expenses were $98,444 for the three months ended March 31, 2023, compared to $622 for the three months ended March 31, 2022.

The increase resulted from acquisitions of oil and gas properties.

Loss from Operations

Total operating loss was $300,219 for the three months ended March 31, 2023, and $473,220 for the three months ended March 31, 2022.

The decreased loss was primarily driven by the $228,718 increase in revenues during the three months ended March 31, 2023.

The increase was partially offset by the $57,713 increase in lease operating expenses and the $97,822 increase in depletion and accretion expense on discounted liabilities over the same period.

Other Expense

Other expense was $556 for the three months ended March 31, 2023, as compared to $962 for the three months ended March 31, 2022, due to an increase in interest expense.

As a result of the above factors, for the three months ended March 31, 2023, the Company had a net loss of $300,775 as compared to a net loss of $474,182 for the three months ended March 31, 2022.

Sales volumes and commodity prices received

The following table presents our sales volumes and received pricing information for the three-month periods ended March 31, 2023, and 2022:

For the Three Months

Ended March 31,

Oil volume (Bbls)

Natural gas volume (Mcf)

Total Production (Boe)

Average Sales Price:

Oil price (per Bbl)

Gas price (per Mcf)

Total per BOE

Liquidity and Capital Resources

Sources of Liquidity

The Company had cash on hand of $23,934 at March 31, 2023, compared to $37,750 at December 31, 2022.

For the three months ended March 31, 2023, the Company had net cash used in operating activities of $21,353, compared to $11,869 for the same period of 2022.

The increase in cash used in operating activities was driven by the $173,407 dencrease in net loss from operations for the three months ended March 31, 2023, compared to the three months ended March 31, 2022, offset by the $382,109 net increase in adjustments for non-cash items and changes in the balances of accounts receivables, prepaid expenses, accounts payables, and accrued expenses.

Net cash used in investing activities was $0 for the three months ended March 31, 2023, and March 31, 2022.

Net cash provided by financing activities was $7,537 for the three months ended March 31, 2023, compared to $18,321 for the same period in 2022.

The decrease is due to proceeds from related party loans payable of $20,000 during the period ended March 31, 2022, compared to $0 during the same period in 2023.

Capital Resources for Future Acquisition and Development Opportunities

We continuously evaluate potential acquisitions and development opportunities.

To the extent possible, we intend to acquire producing properties and/or developed undrilled properties rather than exploratory properties.

We do not intend to limit our evaluation to any one state.

We presently have no intention to evaluate offshore properties or properties located outside of the United States.

Effects of Inflation and Pricing

The oil and natural gas industry is very cyclical and the demand for goods and services of oil field companies, suppliers, and others associated with the industry puts pressure on the economic stability and pricing structure within the industry.

Typically, as prices for oil and natural gas increase, so do all associated costs.

Material changes in prices impact the current revenue stream, estimates of future reserves, borrowing base calculations of bank loans, and the value of properties in purchase and sale transactions.

Material changes in prices can impact the value of oil and natural gas companies and their ability to raise capital, borrow money and retain personnel.

We anticipate business costs will vary in

accordance with commodity prices for oil and natural gas, and the associated increase or decrease in demand for services related to production and exploration.

Off Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements, and it is not anticipated that the Company will enter into any off-balance sheet arrangements.

Disclosures About Market Risks

Like other natural resource producers, the Company faces certain unique market risks associated with the exploration and production of oil and natural gas.

The most salient risk factors are the volatile prices of oil and gas, operational risks, the ability to integrate properties and businesses, and certain environmental concerns and obligations.

Oil and Gas Prices

The price we receive for our oil and natural gas will heavily influence our revenue, profitability, access to capital, and future rate of growth.

Oil and natural gas are commodities and, therefore, their prices are subject to wide fluctuations in response to relatively minor changes in supply and demand.

The prices we receive for our production depend on numerous factors beyond our control.

These factors include, without limitation, the following:

worldwide and regional economic conditions impacting the global supply and demand for oil and natural gas;

the price and quantity of imports of foreign oil and natural gas;

the level of global oil and natural gas inventories;

localized supply and demand fundamentals;

the availability of refining capacity;

price and availability of transportation and pipeline systems with adequate capacity;

weather conditions, natural disasters, and public health threats;

governmental regulations;

speculation as to the future price of oil and the speculative trading of oil and natural gas futures contracts;

price and availability of competitors' supplies of oil and natural gas;

energy conservation and environmental measures;

technological advances affecting energy consumption;

the price and availability of alternative fuels and energy sources;

and domestic and international drilling activity.

A substantial or extended decline in oil or natural gas prices may result in impairments of our proved oil and gas properties and may materially and adversely affect our future business, financial condition, cash flows, and results of operations.

Transportation of Oil and Natural Gas

CoJax is presently committed to using the services of the existing gatherers in its present areas of production.

This gives such gatherers certain short-term relative monopolistic powers to set gathering and transportation costs.

Obtaining the services of an alternative gathering company would require substantial additional costs since an alternative gatherer would be required to lay a new pipeline and/or obtain new rights-of-way.

Competition in the Oil and Natural Gas Industry

We operate in a highly competitive environment for developing and acquiring properties, marketing oil and natural gas, and securing equipment and trained personnel.

As a relatively small oil and natural gas company, many large producers possess and employ financial, technical, and personnel resources substantially greater than ours.

Those companies may be able to develop and acquire more prospects and productive properties than our financial or personnel resources permit.

It is also significant that more

favorable prices can usually be negotiated for larger quantities of oil and/or gas products, such that CoJax views itself as having a price disadvantage compared to larger producers.

Retention of Key Personnel

We depend to a large extent on the services of our officers.

These individuals have extensive experience in the energy industry, as well as expertise in evaluating and analyzing producing oil and natural gas properties and drilling prospects, maximizing production from oil and natural gas properties, and developing and executing financing strategies.

The loss of any of these individuals could have a material adverse effect on our operations and business prospects.

Our success may be dependent on our ability to continue to hire, retain and utilize skilled executive and technical personnel.

Environmental and Regulatory Risks

Our business and operations are subject to and impacted by a wide array of federal, state, and local laws and regulations governing the exploration for and development, production, and marketing of oil and natural gas, the operation of oil and natural gas wells, taxation, and environmental and safety matters.

Many laws and regulations require drilling permits and govern the spacing of wells, rates of production, water, waste use and disposal, prevention of waste hydraulic fracturing, and other matters.

From time to time, regulatory agencies have imposed price controls and limitations on production in order to conserve supplies of oil and natural gas.

In addition, the production, handling, storage, transportation, and disposal of oil and natural gas, byproducts thereof, and other substances and materials produced or used in connection with oil and natural gas operations are subject to regulation under federal, state, and local laws and regulations.

Compliance with these regulations may constitute a significant cost and effort for CoJax.

To date, no specific accounting for environmental compliance has been maintained or projected by CoJax.

CoJax does not presently know of any environmental demands, claims, adverse actions, litigation, or administrative proceedings in which it or the acquired properties are involved or subject to or arising out of its predecessor operations.

In the event of a violation of environmental regulations, these environmental regulatory agencies have a broad range of alternative or cumulative remedies including ordering a cleanup of any spills or waste material and restoration of the soil or water to conditions existing prior to the environmental violation;

or enjoining further drilling, completion or production activities.

Going Concern

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

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

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

The Company's ability to continue as a going concern is dependent upon its ability to generate future profitable operations or to obtain the necessary financing from shareholders or other sources to meet its obligations and repay its liabilities arising from normal

business operations when they come due.

Management has no formal plan in place to address this concern.

Still, it considers that the Company will be able to obtain additional funds by equity financing or related party advances.

However, there is no assurance of additional funding being available or on acceptable terms, if at all.

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