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Item 1. Financial Statements

2023-11-22 compared with 2023-11-22 · 61 added, 213 removed, 282 unchanged (49% of the section changed)

Financial Statements

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

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”).

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 most recent Annual Report on Form 10-K.

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.

COJAX OIL AND GAS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30 ,

( Unaudited )

June 30 , 2023

December 31, 202 2

Current Assets

1 unchanged sentence

Accounts receivable

Prepaid expenses

Total Current Assets

3 unchanged sentences

Total Properties and Equipment

LIABILITIES AND STOCKHOLDERS ' EQUITY (DEFICIT)

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities

11 unchanged sentences

Stockholders' Equity

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

Common stock, $0.01 par value, 300,000,000 current shares authorized, 9,315,902 and 9,114,446 shares issued and outstanding, at September 30, 2023 and December 31, 2022 respectively.

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.

Subscriptions payable

4 unchanged sentences

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

C OJAX OIL AND GAS CORPORATION

COJAX OIL AND GAS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months

For the Nine Months

Ended September 30 ,

For the Six Months

Ended June 30 ,

Operating costs and e xpenses :

Lease operating expenses

General and administrative

General and administrative expense

Depletion and accretion on discounted liabilities

Total operating costs and expenses

Income ( Loss ) from Operations

Loss from Operations

Other Income (Expense)

Interest expense, net

Total other income (expense)

Net Income ( Loss )

Net income (loss) per common share - basic and diluted

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

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

Net Other Income (Expense)

Net loss per common share - basic and diluted

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

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

3 unchanged sentences

Subscriptions

Additional paid-in

Total Stockholder ' s

Equity (D eficit )

Stockholder’s

Equity ( Deficit )

Balance, December 31, 2021

10 unchanged sentences

$ (3,570,275)

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

Balance, September 30 , 2022

$ (3,698,628)

Balance, December 31, 2022

2 unchanged sentences

Cash received for stock subscriptions payable

Preferred stock issued for accrued officer compensation

Preferred shares issued for accrued officer compensation

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

4 unchanged sentences

Balance, June 30 , 2023

Common stock issued for services

Net income for the three months ending September 30, 2023

Balance, September 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 Nine Months Ended

September 30,

For the Six Months Ended June 30 ,

Cash flows from operating activities:

Adjustments to reconcile Net loss to net cash used in operations:

Adjustments to reconcile Net loss to net cash provided by (used in) operations:

Depletion expense

4 unchanged sentences

Prepaid expense

Account payable and accrued liabilities

Net cash used in operating activities

Accounts payable and accrued liabilities

Net cash provided by ( used in ) operating activities

Cash flows from investing activities:

1 unchanged sentence

Proceeds from loans payable – related party

Payments on notes payable – related party

Payments on loans payable – related party

Payments of loan payable - SBA PPP loan

8 unchanged sentences

Preferred shares issued for accrued compensation

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

COJAX OIL AND GAS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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The company has begun to acquire assignments of hydrocarbon revenues and underlying oil and gas exploration and production rights as covered by this current report.

The company outsources all operations of its current acquisitions through Barrister Energy LLC, the operational subsidiary.

The company outsources all operations of it’s 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.

5 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 nine months ended September 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.

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

23 unchanged sentences

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

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

At both June 30, 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 nine months ended September 30, 2023 and 2022.

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

Fair Values of Financial Instruments

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

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 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 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).

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

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

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.

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

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

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

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

For the Three Months

For the Nine Months

Ended September 30,

Ended September 30 ,

For the Six Months

Ended June 30,

Ended June 30 ,

Crude oil revenues

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

Because of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by ASC 740 and concluded that it had no uncertain tax positions as of September 30, 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 September 30, 2023 and 2022, the Company had 1,050,000 and 550,000 potentially dilutive common shares outstanding, respectively

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

Asset Retirement Obligations

1 unchanged sentence

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

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

Revisions to estimated asset retirement obligations will result in an adjustment to the related capitalized asset and corresponding liability.

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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.

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.

4 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 nine months ended September 30, 2023.

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

Balance, December 31, 2022

Depletion expense

Balance, September 30, 2023

We recorded depletion expense of $272,057 and $0 for the nine months ended September 30, 2023 and 2022, respectively.

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.

NOTE 6 – ASSET RETIREMENT OBLIGATION

8 unchanged sentences

Balance, June 30, 2023

Accretion expense

Balance, September 30, 2023

NOTE 7 – RELATED PARTY TRANSACTIONS

For the nine months ending September 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 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:

On January 4, 2022, the Company issued 12,500 shares of Series A convertible preferred stock to Jeffrey J.

25 unchanged sentences

Authorized Capital

As of September 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 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.

Preferred Stock

6 unchanged sentences

Downs at $1.90 per share.

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.

On August 21, the Company issued 4,490 Common Shares, at $0.99 per share, to Intelligent Investments I, LLC, a Florida limited liability company, for legal services.

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 September 30, 2023, and September 30, 2022, the Company did not receive any capital contributions.

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

NOTE 9 – CONTINGENCIES AND COMMITMENTS

Operating Lease Commitments

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

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

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

Purchase Commitments

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

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

Legal Matters

3 unchanged sentences

Management is aware that litigation has associated costs and that results of adverse litigation verdicts could have a material effect on the Company's financial position or results of operations.

There are no known legal

proceedings against the Company or its officers and directors in their capacity as officers and directors of the Company.

There are no known legal proceedings against the Company or its officers and directors in their capacity as officers and directors of the Company.

NOTE 10 – SUBSEQUENT EVENTS

1 unchanged sentence

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

Issuance of Common Stock

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.

On August 21, the Company issued 4,490 Common Shares, at $0.99 per share, to Intelligent Investments I, LLC, a Florida limited liability company, for legal services.

Related Party Notes Payable

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 - Third Quarter 2023 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 and Nine Months Ended September 30 , 2023 , and 2022

For the Three Months Ended September 30 ,

For the Nine Months Ended September 30 ,

Lease operating expenses

General & administrative expenses

Depletion and accretion on discounted liabilities

Income (Loss) from operations

Other expense, net

Net income (loss)

* In excess of 1,000%

Revenues were $665,643 for the nine months ended September 30, 2023, and $0 for the same period during 2022.

For the three months ended September 30, 2023, revenues were $248,302.

There were no sales of oil and natural gas during the three months ended September 30, 2022.

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 $158,516 for the nine months ended September 30, 2023, and $30,544 for the nine months ended September 30, 2022.

Lease operating expenses were $40,639 for the three months ended September 30, 2023, and $1,659 for the three months ended September 30, 2022.

The increase in expenses from each period in 2022 to the same periods in 2023 was due to additional operating expenses resulting from acquisitions of oil and gas properties.

General and A dministrative E xpenses

General and administrative expenses decreased $177,335 to $637,341 for the nine months ended September 30, 2023, as compared to $748,176 for the nine months ended September 30, 2022, and similarly, for the three months ended September 30, 2023, decreased to $94,874 as compared to $125,832 for the three months ended September 30, 2022.

The decrease in general and administrative expense is primarily attributable to stock-based vendor and compensation-related expenses.

Depletion and Accretion on Discounted Liabilities

Depletion and accretion expenses were $281,716 for the nine months ended September 30, 2023, and $1,865 for the nine months ended September 30, 2022.

Depletion and accretion expenses were $99,128 for the three months ended September 30, 2023, and $621 for the three months ended September 30, 2022.

The increase resulted from acquisitions of oil and gas properties.

Loss from Operations

Total operating loss was $411,930for the nine months ended September 30, 2023, and $780,585 for the nine months ended September 30, 2022.

The decreased loss was primarily driven by the $665,543 increase in revenues during the nine months ended September 30, 2023.

The increase in revenue was partially offset by the $127,972 and $279,851 increase in lease operating expenses and depletion and accretion expense, respectively, over the same period.

Total operating income was $13,661 for the three months ended September 30, 2023, compared to operating loss of $128,112 for the three months ended September 30, 2022.

The increase in operating income was primarily driven by the $248,302 increase in revenues over the same period partially offset by a $134,889 increase in lease operating expenses.

Other E xpense

Other expense was $1,621 for the nine months ended September 30, 2023, as compared to $21,520 for the nine months ended September 30, 2022;

and was $521 for the three months ended September 30, 2023, as compared to $241 for the three months ended September 30, 2022.

These changes were primarily driven by changes in interest expense.

As a result of the above factors, for the nine months ended September 30, 2023, the Company had a net loss of $413,551 as compared to a net loss of $802,105 for the nine months ended September 30, 2022.

For the three months ended September 30, 2023, the Company had net income of $13,140, as compared to a net loss of $128,353 for the three months ended September 30, 2022.

Sales volumes and commodity prices received

The following table presents our sales volumes and received pricing information for the three and nine-month periods ended September 30, 2023, and 2022:

For the Three Months

For the Nine Months

Ended September 30,

E nded September 30,

Oil volume (Bbls)

Natural gas volume (Mcf)

Total Production (Boe)

Average Sales Price

Oil price (per Bbl)

Gas price (per Mcf)

Total per BOE

Capital Resources and Liquidity

The Company had cash on hand of $22,448 at September 30, 2023, compared to $37,750 at December 31, 2022.

For the nine months ended September 30, 2023, the Company had net cash used in operating activities of $7,898 compared to $47,201 for the same period of 2022.

The decrease in cash used in operating activities for the nine months ended September 30, 2023, was driven by the $215,749 net increase in adjustments for non-cash items and changes in the balances of accounts receivables, prepaid expenses, accounts payables, and accrued expenses, in addition to the$388,554 decrease in net loss from operations, compared to the same period of 2022.

Net cash used in investing activities was $0 for the nine months ended September 30, 2023, and September 30, 2022.

Net cash used in financing activities was $7,404 for the nine months ended September 30, 2023, compared to net cash provided by financing activities of $73,000 for the same period in 2022.

The decrease in cash provided by financing activities is due to proceeds from related party loans payable of $73,000 during the period ended September 30, 2022, compared to $17,404 in payments on related party and SBA PPP loans payable 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 are 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, and 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 through 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