CJAX CoJax Oil and Gas Corporation (PK)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: March 31, 2024

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number: 333-232845

 

CoJax Oil and Gas Corporation

(Exact Name of registrant as specified in its charter)

 

Virginia	46-1892622
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

3033 Wilson Blvd, Suite E-605 Arlington, VA	22201
(Address of principal executive offices)	(Zip Code)

(703) 216-8606

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act

Title of each Class	Trading Symbol	Name of each exchange on which registered
None	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes ☐ No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☐ Yes ☐ No

 

Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large, accelerated filer”, “accelerated filer,” “smaller reporting company,” and emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b-2 of the Exchange Act).

☐ Yes ⌧ No 

The registrant has one class of common stock of which 10,465,902 shares were outstanding as of May 10, 2024. 

 

 

CoJax Oil and Gas Corporation

 

Form 10-Q

For the Quarter Ended March 31, 2024

 

TABLE OF CONTENTS 

 

PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3. Quantitative and Qualitative Disclosures About Market Risk	25
Item 4. Controls and Procedures	25
PART II – OTHER INFORMATION
Item 1. Legal Proceedings	26
Item 1A. Risk Factors	26
Item 2. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities	26
Item 3. Defaults Upon Senior Securities	26
Item 4. Mine Safety Disclosures	26
Item 5. Other Information	26
Item 6. Exhibits	26
SIGNATURES	27

 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements 

The unaudited consolidated 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 consolidated condensed interim financial statements should be read in conjunction with the Company’s audited consolidated 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

 

		March 31, 2024				December 31, 2023
		(Unaudited)
ASSETS
Current Assets
Cash		$	69,223			$	75,908
Accounts receivable			176,894				205,306
Prepaid expenses			9,750				—
Total Current Assets			255,867				281,214
Properties and Equipment
Oil and natural gas properties at cost			4,524,406				4,509,679
Less: Accumulated depletion			(501,500	)			(420,176	)
Total Properties and Equipment, net			4,022,906				4,089,503
Total Assets			4,278,773				4,370,717
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable			151,415				121,764
Workover expense payable			106,861				106,861
Accrued salaries and payroll taxes			902,830				834,809
Current portion of notes payable			10,010				9,984
Notes payable – related party			103,001				103,001
Total Current Liabilities			1,274,117				1,176,419
Long-term Liabilities
Asset retirement obligations			122,472				105,118
Note payable, net of current portion			18,584				21,094
Total Long-term Liabilities			141,056				126,212
Total Liabilities			1,415,173				1,302,631
Stockholders’ Equity
Preferred stock, $0.10 par value, 50,000,000 current shares authorized, 0 and 105,000 Series A shares, $0.01 par value issued and outstanding, at March 31, 2024 and December 31, 2023 respectively.			—				1,050
Common stock, $0.01 par value, 300,000,000 current shares authorized, 10,465,902 and 9,315,902 shares issued and outstanding, at March 31, 2024 and December 31, 2023 respectively.			104,659				93,159
Subscription payable			10,000				10,000
Additional paid-in capital			13,816,468				13,727,918
Accumulated deficit			(11,067,527	)			(10,764,041	)
Total Stockholders’ Equity			2,863,600				3,068,086
Total Liabilities and Stockholders’ Equity		$	4,278,773			$	4,370,717

 

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

 

 

COJAX OIL AND GAS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

		For the Three Months
		Ended March 31,
		2024				2023
Revenues		$	182,052			$	228,718
Operating costs and expenses:
Lease operating expenses			47,341				59,139
General and administrative expenses			354,168				371,354
Depletion and accretion on discounted liabilities			83,951				98,444
Total operating costs and expenses			485,460				528,937
Loss from Operations			(303,408	)			(300,219	)
Other expense:
Interest expense, net			(78	)			(556	)
Total other expense			(78	)			(556	)
Net Loss		$	(303,486	)		$	(300,775	)
Net loss per common share - basic and diluted		$	(0.03	)		$	(0.03	)
Weighted average number of common shares outstanding during the period - basic and diluted			10,159,913				9,206,978

 

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

 

 

COJAX OIL AND GAS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)

 

		Preferred stock								Common stock								Subscriptions				Additional paid-in				Accumulated				Total Stockholder’s equity
		Shares				Amount				Shares				Amount				Payable				capital				deficit				(deficit)
Balance, December 31, 2022			55,000			$	550				9,114,446			$	91,144			$	—			$	12,249,429			$	(9,134,139	)		$	3,206,984
Common stock issued for services			—				—				140,642				1,406				—				298,161				—				299,567
Cash received for stock subscriptions payable			—				—				—				—				10,000				—				—				10,000
Preferred stock issued for accrued officer compensation			50,000				500				—				—				—				1,064,500				—				1,065,000
Net (loss) for the three months ending March 31, 2023			—				—				—				—				—				—				(300,775	)			(300,775	)
Balance, March 31, 2023			105,000			$	1,050				9,255,088			$	92,550			$	10,000			$	13,612,090			$	(9,434,914	)		$	4,280,776
Balance, December 31, 2023			105,000			$	1,050				9,315,902			$	93,159			$	10,000			$	13,727,918			$	(10,764,041	)		$	3,068,086
Common stock issued for services			—				—				100,000				1,000				—				98,000				—				99,000
Conversion of preferred stock to common stock			(105,000	)			(1,050	)			1,050,000				10,500				—				(9,450	)			—				—
Net (loss) for the three months ending March 31, 2024			—				—				—				—				—				—				(303,486	)			(303,486	)
Balance, March 31, 2024			—			$	—				10,465,902			$	104,659			$	10,000			$	13,816,468			$	(11,067,527	)		$	2,863,600

 

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

 

 

COJAX OIL AND GAS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

For the Three Months Ended March 31,		2024				2023
Cash flows from operating activities:
Net loss		$	(303,486	)		$	(300,775	)
Adjustments to reconcile Net loss to net cash used in operations:
Depletion expense			81,324				95,224
Accretion of asset retirement obligation			2,627				3,219
Common stock issued for services and salaries			99,000				299,567
Changes in operating assets and liabilities:
Accounts receivable			28,412				(169,578	)
Prepaid expense			(9,750	)			—
Accounts payable and accrued liabilities			97,672				150,990
Net cash used in operating activities			(4,201	)			(21,353	)
Cash flows from investing activities:			—				—
Cash flows from financing activities:
Payments of loan payable - SBA PPP loan			(2,484	)			(2,463	)
Proceeds from the issuance of common stock			—				10,000
Net cash provided by (used in) financing activities			(2,484	)			7,537
Net decrease in cash			(6,685	)			(13,816	)
Cash at beginning of period			75,908				37,750
Cash at end of period		$	69,223			$	23,934
Supplemental disclosure of non-cash activities:
Cash paid for interest and taxes		$	76			$	100
Supplemental disclosure of non-cash investing and financing activities:
Preferred shares issued for accrued compensation		$	—			$	1,065,000
Common shares issued upon conversion of Series A Preferred shares		$	2,100,000			$	—
Change in estimate of ARO asset and related liability		$	14,727			$	—

 

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

(UNAUDITED)

 

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. 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.

 

Nature of Operations

 

The Company is a growing U.S. energy company, engaged in the acquisition and development of lower risk onshore oil and gas producing properties within the Southeastern U.S. The Company’s focused growth strategy relies primarily on leveraging management’s expertise to acquire both operated and non-operated interests in producing properties with the goal of assembling a large oil and gas portfolio. Through this strategy of acquisition of operated and non-operated properties, the Company has the unique ability to benefit from the technical and scientific expertise of world-class E&P companies operating in the area. The Company outsources all operations through Barrister Energy LLC, the operational subsidiary.

 

The Company focuses on the acquisition of and exploitation of upstream energy assets, specifically targeting select oil and gas mineral interests. These acquisitions are structured primarily as acquisitions of leases, real property interests and mineral rights and royalties and are generally not regarded as the acquisition of securities, but rather real property interests. As an owner, the Company has the right to receive a portion of the production from the leased acreage (or of the proceeds of the sale thereof).

 

Condensed Consolidated Financial Statements

 

The accompanying condensed consolidated financial statements prepared by CoJax Oil and Gas Corporation (the “Company” or “CoJax”) have not been audited by an independent registered public accounting firm. 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 three months ended March 31, 2024, are not necessarily indicative of the results to be expected for the full year ending December 31, 2024, 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 (“U.S. GAAP”) for interim financial information, and, accordingly, do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. 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, 2023.

 

 

NOTE 2 – GOING CONCERN DISCLOSURE

 

The Company’s condensed consolidated financial statements are prepared using U.S. GAAP applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. There can be no assurance that the Company will be able to achieve its business plan, raise any 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 and/or to obtain the necessary financing from stockholders or other sources to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however, there is no assurance of additional funding being available or on acceptable terms, if at all.

 

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Principles of consolidation

 

The accompanying consolidated financial statements include the accounts of the Company and of its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

 

Use of Estimates

 

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

 

Reclassifications

 

Certain prior period amounts have been reclassified to conform with the current year presentation. Such reclassifications had no significant impact on our reported net income (loss), current assets, total assets, current liabilities, total liabilities, shareholders’ equity or cash flows.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At March 31, 2024 and December 31, 2023, the Company had no cash equivalents.

 

9 

 

 

Oil and Gas Producing Activities

 

The Company uses the successful efforts method of accounting for oil and gas activities. Under this method, the costs of productive exploratory wells, all development wells, related asset retirement obligation assets, and productive leases are capitalized and amortized, principally by field, on a units-of-production basis over the life of the remaining proved reserves. Exploration costs, including personnel costs, geological and geophysical expenses, and delay rentals for oil and gas leases are charged to expense as incurred. Exploratory drilling costs are initially capitalized but charged to expense if and when the well is determined not to have found reserves in commercial quantities.

 

Estimates of oil and gas reserves, as determined by independent petroleum engineers, are continually subject to revision based on price, production history and other factors. Depletion expense, which is computed based on the units of production method, could be significantly impacted by changes in such estimates. Additionally, US GAAP requires that if the expected future undiscounted cash flows from an asset are less than its carrying cost, that asset must be written down to its fair market value. As the fair market value of an oil and gas property will usually be significantly less than the total undiscounted future net revenues expected from that asset, slight changes in the estimates used to determine future net revenues from an asset could lead to the necessity of recording a significant impairment of that asset.

 

Unproved oil and gas properties will be assessed annually to determine whether they have been impaired by the drilling of dry holes on or near the related acreage or other circumstances, which may indicate a decline in value. When impairment occurs, a loss will be recognized. When leases for unproved properties expire, the costs thereof, net of any related allowance for impairment, will be removed from the accounts and charged to expense.

 

The Company will review its proved oil and natural gas properties for impairment whenever events and circumstances indicate that a decline in the recoverability of its carrying value may have occurred. It estimates the undiscounted future net cash flows of its oil and natural gas properties and compares such undiscounted future cash flows to the carrying amount of the oil and natural gas properties to determine if the carrying amount is recoverable. If the carrying amount exceeds the estimated undiscounted future cash flows, the Company will adjust the carrying amount of the oil and natural gas properties to fair value.

 

During the year ended December 31, 2023, the Company recorded impairments of $875,400 on oil and gas properties. There were no impairments recorded during the three months ended March 31, 2024 and 2023.

 

Long-Lived Assets

 

The Company accounts for the impairment or disposal of long-lived assets according to the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 360 “Property, Plant and Equipment”. ASC 360 clarifies the accounting for the impairment of long-lived assets and for long-lived assets to be disposed of, including the disposal of business segments and major lines of business. Long-lived assets are reviewed when facts and circumstances indicate that the carrying value of the asset may not be recoverable. When necessary, impaired assets are written down to estimated fair value based on the best information available. Estimated fair value is generally based on either appraised value or measured by discounting estimated future cash flows. Considerable management judgment is necessary to estimate discounted future cash flows. Accordingly, actual results could vary significantly from such estimates. The Company did not recognize any impairment losses on long-lived assets during the three months ended March 31, 2024 and 2023.

 

10 

 

 

Fair Values of Financial Instruments

 

The Company had no financial instruments for the three months ended March 31, 2024, or for the year ended December 31, 2023.

 

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). The three levels of the fair value hierarchy are described below:

 

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

 

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means; and

 

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 March 31, 2024, and December 31, 2023. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.

 

Revenue Recognition

 

The Company accounts for revenue under ASC 606 “Revenue from Contracts with Customers.” Under ASC 606, oil and natural gas sales revenues are recognized when control of the product is transferred to the customer, the performance obligations under the terms of the contracts with customers are satisfied and collectability is reasonably assured. All the Company’s oil and natural gas sales are made under contracts with customers. The performance obligations for the Company’s contracts with customers are satisfied at a point in time through the delivery of oil and natural gas to its customers. Accordingly, the Company’s contracts do not give rise to contract assets or liabilities. The Company typically receives payment within 90 days of the month of delivery. 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.

 

11 

 

 

The following table presents revenues disaggregated by product for the three months ended March 31, 2024, and 2023:

 

		For the Three Months
		Ended March 31,
		2024				2023
Crude oil revenues		$	181,225			$	225,815
Gas revenues			827				2,903
Total revenues		$	182,052			$	228,718

 

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

 

Accounts Receivable

 

Accounts receivable consists of oil and natural gas receivables. Ongoing evaluations of collectability are performance and an allowance for expected credit losses is provided against the portion of accounts receivable that is estimated to be uncollectible. The Company did not recognize any write-offs during the three months ended March 31, 2024 and 2023. At both March 31, 2024, and December 31, 2023, the allowance for expected credit losses was $0.

 

Stock-Based Compensation

 

The Company accounts for Stock-Based Compensation under ASC 718 “Compensation – Stock Compensation”, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. Generally accepted accounting principles require measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized.

 

The Company issues stock to consultants for various services. The costs for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty’s performance is complete. The Company recognized consulting expense and a corresponding increase to additional paid-in-capital related to stock issued for services.

 

Income Taxes

 

Income taxes are accounted for under ASC 740 using the liability method of accounting for income taxes. Under the liability method, future tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between the amounts reported in the financial statement carrying amounts of assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using enacted or substantially enacted income tax rates expected to apply when the asset is realized, or the liability settled. The effect of a change in income tax rates on future income tax liabilities and assets is recognized in income in the period that the change occurs. Future income tax assets are recognized to the extent that they are considered more likely than not to be realized.

 

ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based on the technical merits of the position. 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 March 31, 2024, or as of December 31, 2023.

 

12 

 

 

Basic and Diluted Earnings per Share

 

The Company computes income per share in accordance with ASC 260, “Earnings per Share”, which requires the presentation of both basic and diluted earnings per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing income available to common stockholders by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential shares of common stock outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of March 31, 2024 and December 31, 2023, the Company had 0 and 1,050,000 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. 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. Upon settlement of the liability, the Company either settles the obligation for its recorded amount or incurs a gain or loss. The Company’s asset retirement obligation relates to the plugging, dismantling, removal, site reclamation, and similar activities of its oil and gas properties.

 

Asset retirement obligations are estimated at the present value of expected future net cash flows and are discounted using the Company’s credit adjusted risk free rate. The Company uses unobservable inputs in the estimation of asset retirement obligations that include, but are not limited to: costs of labor, costs of materials, profits on costs of labor and materials, the effect of inflation on estimated costs, and discount rate. Due to the subjectivity of assumptions and the relative long lives of the Company’s leases, the costs to ultimately retire the Company’s obligations may vary significantly from prior estimates. Assumptions used in determining estimates are reviewed annually.

 

Concentration of Credit Risk

 

Our revenue can be materially affected by current economic conditions and the price of oil and natural gas. However, based on the current demand for crude oil and natural gas and the fact that alternative purchasers are readily available, we believe that the loss of our marketing agents and/or any of the purchasers identified by our marketing agents would not have a long term material adverse effect on our financial position or results of international operations. The continued economic disruption resulting from Russia’s invasion of Ukraine, a potential global recession, and other varying macroeconomic conditions could materially impact the Company’s business in future periods. Any potential disruption will depend on the duration and intensity of these events, which are highly uncertain and cannot be predicted at this time.

 

Concentration of Credit Risk – Cash – The Company maintains cash and cash equivalent balances at a single financial institution that are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. At March 31, 2024, and December 31, 2023, the Company had no exposure in excess of insurance.

 

13 

 

 

Concentration of Credit Risk – Accounts Receivable – All of the Company’s outstanding accounts receivable was with one party, Taxodium Energy, LLC.

 

 

NOTE 4 – RECENT ACCOUNTING PRONOUNCEMENTS

 

New and Recently Adopted Accounting Pronouncements

 

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

 

NOTE 5 –ROYALTY INTERESTS IN OIL AND GAS PROPERTIES

 

The Company did not execute any acquisitions during the three months ended March 31, 2024. At March 31, 2024, the Company had leased oil and gas properties assets valued at $4,022,906.

 Scheduled leased oil and gas properties assets

Balance, December 31, 2023		$	4,089,503
Revisions of prior year ARO estimates			14,727
Depletion expense			(81,324	)
Balance, March 31, 2024		$	4,022,906

 

We recorded depletion expense of $81,324 and $95,224 for the three months ended March 31, 2024 and 2023, respectively.

 

NOTE 6 – ASSET RETIREMENT OBLIGATION

 

The Company records the obligation to plug and abandon oil and gas wells at the dates the properties are either acquired or the wells are drilled. The asset retirement obligation is adjusted each quarter for any liabilities incurred or settled during the period, accretion expense, and any revisions made to the costs or timing estimates. The asset retirement obligation is incurred using an annual credit-adjusted risk-free discount rate at the applicable dates. Changes in the asset retirement obligation were as follows:

 

Balance, December 31, 2023		$	105,118
Revisions of prior year estimates			14,727
Accretion expense			2,627
Balance, March 31, 2024		$	122,472

 

 

 

NOTE 7 – NOTES PAYABLE

 

Notes payable consisted of the following:

 

		March 31, 2024				December 31, 2023
SBA PPP Loan		$	28,594			$	31,078
Notes payable – related party			103,001				103,001
Total notes payable			131,595				134,079
Less: current portion			(113,011	)			(112,985	)
Notes payable net of current portion		$	18,584			$	21,094

 

SBA PPP Loan

 

On May 7, 2020, the Company applied for a Small Business Association (SBA) loan under the Paycheck Protection Program (PPP). The Company met all the necessary qualifications to apply for a $49,992 loan. On June 10, 2020, the SBA PPP loan was approved and transferred to the Company to be used for payment of accrued payroll and related payroll taxes. On November 29, 2021, the Company was notified that the request for forgiveness was denied. The note was converted to a five-year loan bearing interest at 1% per annum beginning on January 1, 2022.

 

Related Party

 

The Company has issued several unsecured promissory notes to a related party, the CFO of the Company. The related party notes bear interest at 2% per annum. Principal and accrued interest on all notes mature on May 13, 2024.

 

NOTE 8 – RELATED PARTY TRANSACTIONS

 

For the three months ending March 31, 2024 and the year ending 2023, 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 25, 2023, the Company issued 25,000 shares of its Series A convertible preferred stock to Jeffrey J. Guzy, the Company’s former CEO, and 25,000 shares of Series A convertible stock to Wm. Barrett Wellman, the Company’s former CFO. Each share is convertible at the option of the holder to ten (10) shares of common stock. The total fair value of $1,065,000 ($21.30 per share) was recorded as part of accrued salaries and payroll taxes for the year ended December 31, 2022 as service was provided in the year. The accrual was reversed upon issuance of the shares in January 2023. The fair value was based on the value assigned to common stock ($2.13 per share) multiplied by 10.

 

On February 14, 2023, the Company entered into a new employment agreement with Mr. Guzy (the “Guzy 2023 Employment Agreement”), pursuant to which Mr. Guzy continued serving the Company as Chief Executive Officer, President and Chairman of the Company.

 

On March 14, 2023, Mr. Wellman’s Employment Agreement has been extended to a termination date of August 16, 2024.

 

Effective as of January 10, 2024, the board of directors of the Company (the “Board”) increased the size of the Board from two to three directors and appointed William R. Downs to the Board.

 

15 

 

 

On January 10, 2024, Jeffrey J. Guzy resigned from serving as Chief Executive Officer, President and Chairman of the Board. Immediately upon Mr. Guzy’s resignation from these offices, the Board appointed Mr. Downs to positions of Chief Executive Officer, President and Chairman of the Board. Also on January 10, 2024, Wm. Barrett Wellman resigned as Chief Financial officer and Secretary of the Company. Effective immediately upon Mr. Wellman’s resignation, the Board appointed Mr. Guzy as the Company’s Chief Financial officer and Secretary.

 

On January 10, 2024, the Company issued 100,000 common shares at $0.99 per share to William R. Downs in connection with his appointment as the Company’s new Chief Executive Officer. The issuance of 100,000 shares was recognized at the share price on the date of the employment agreement.

 

On January 26, 2024, the holders of the Company’s Series A convertible preferred stock converted all 105,000 shares issued and outstanding into common shares at a conversion rate of one to ten. The conversion occurred at the rate specified in the initial issuance agreement and therefore no gain or loss was recognized on the conversion. In connection with the exercise of the conversion option, the Company issued 575,000 and 475,000 common shares to Jeffrey J. Guzy and Wm. Barrett Wellman, respectively.

 

NOTE 9 – STOCKHOLDERS’ EQUITY

 

Authorized Capital

 

As of March 31, 2024, the Company has 300,000,000 authorized shares of Common Stock at $0.01 par value and 50,000,000 authorized shares of Preferred Stock at a par value of $0.10, and Series A convertible shares at a par value of $0.01.

 

Preferred Stock

 

The holders of Preferred Stock are entitled to receive dividends equal to the amount of the dividend or distribution per share of common stock payable multiplied by the number of shares of common stock the shares of Series A preferred shares held by such holder are convertible into. Each Series A preferred share is convertible into ten common shares.

 

The company classified the Series A Preferred Stock as permanent equity as the terms do not provide for an obligation to buy back the shares in exchange for cash or other assets of the Company. The shares are not considered debt under ASC 480 “Distinguishing Liabilities from Equity” as the shares do not represent an obligation that must or may be settled with a variable number of shares. No other redemption features exist within the terms of the instrument.

 

Refer to Note 8 for details on convertible preferred stock issuances to the Company’s officers.

 

Common Stock

 

On January 31, 2023, the Company issued 20,642 shares for vendor payments at $2.13 per share.

 

On February 1, 2023, the Company issued 120,000 shares for consulting fees at $2.13 per share.

 

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

 

Refer to Note 8 for details on common share issuances to the Company’s officers.

 

The above shares of capital stock are restricted securities under Rule 144 and were issued in reliance on an exemption from the registration requirements of the Securities Act.

 

16 

 

 

Capital Contributions

 

During the periods ending March 31, 2024, and March 31, 2023, the Company did not receive any capital contributions in excess of the $10,000 received for stock subscriptions payable.

 

NOTE 10 – CONTINGENCIES AND COMMITMENTS

 

Operating Lease Commitments

 

The Company has no lease obligations at March 31, 2024, and December 31, 2023. 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 March 31, 2024, and December 31, 2023.

 

Purchase Commitments

 

The Company has no purchase obligations at March 31, 2024 and December 31, 2023.

 

Legal Matters

 

During the course of business, litigation commonly occurs. From time to time, the Company may be a party to litigation matters involving claims against the Company. The Company operates in a highly regulated industry and employs personnel, which may inherently lend itself to legal matters. 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.

 

NOTE 11 – SUBSEQUENT EVENTS

 

The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The management of the Company determined that there were no reportable subsequent events to be disclosed beyond the following:

 

Related Party Notes Payable

 

On April 25, 2024, all outstanding notes with the Company’s CFO (refer to NOTE 7) were extended to have a maturity date of December 31, 2024.

 

 

Item 2. 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, 2023, and our interim unaudited financial statements and accompanying notes to these financial statements.

 

NOTE ABOUT FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The statements contained in this report that are not historical facts are forward-looking statements that represent management’s beliefs and assumptions based on currently available information. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, need for financing, competitive position, and potential growth opportunities. Our forward-looking statements do not consider the effects of future legislation or regulations. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believes,” “intends,” “may,” “should,” “anticipates,” “expects,” “could,” “plans,” “estimates,” “projects,” “targets” or comparable terminology or by discussions of strategy or trends. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot give any assurances that these expectations will prove to be correct. Such statements by their nature involve risks and uncertainties that could significantly affect expected results, and actual future results could differ materially from those described in such forward-looking statements.

 

Among the factors that could cause actual future results to differ materially are the risks and uncertainties discussed in this report and in our annual report on Form 10-K for the year ended December 31, 2023. While it is not possible to identify all factors, we continue to face many risks and uncertainties including, but not limited to: 

●

declines or volatility in the prices we receive for our oil and natural gas;

●

our ability to raise additional capital to fund future capital expenditures;

●

our ability to generate sufficient cash flow from operations, borrowings or other sources to enable us to fully develop and produce our oil and natural gas properties;

●

general economic conditions, whether internationally, nationally or in the regional and local market areas in which we do business;

●

risks associated with drilling, including completion risks, cost overruns and the drilling of non-economic wells or dry holes;

●

uncertainties associated with estimates of proved oil and natural gas reserves;

●

the presence or recoverability of estimated oil and natural gas reserves and the actual future production rates and associated costs;

●

risks and liabilities associated with acquired companies and properties;

●

risks related to the integration of acquired companies and properties;

●

potential defects in title to our properties;

●

cost and availability of drilling rigs, equipment, supplies, personnel, and oilfield services;

●

geological concentration of our reserves;

●

environmental or other governmental regulations, including the legislation of hydraulic fracture stimulation;

 

 

●

our ability to secure firm transportation for oil and natural gas we produce and to sell the oil and natural gas at market prices;

●

exploration and development risks;

●

management’s ability to execute our plans to meet our goals;

●

our ability to retain key members of our management team on commercially reasonable terms;

●

the occurrence of cybersecurity incidents, attacks or other breaches to our information technology systems or on systems and infrastructure used by the oil and gas industry;

●

weather conditions;

●

effectiveness of our internal control over financial reporting;

●

actions or inactions of third-party operators of our properties;

●

costs and liabilities associated with environmental, health and safety laws;

●

our ability to find and retain highly skilled personnel;

●

operating hazards attendant to the oil and natural gas business;

●

competition in the oil and natural gas industry;

●

evolving geopolitical and military hostilities in the Middle East;

●

economic and competitive conditions;

●

lack of available insurance;

●

cash flow and anticipated liquidity;

●

the other factors discussed under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

 

Forward-looking statements speak only as to the date hereof. Except as otherwise required by applicable law, we disclaim any intention or obligation to update publicly or revise such statements whether as a result of new information, future events or otherwise.

 

There may also be other risks and uncertainties that we are unable to predict at this time or that we do not now expect to have a material adverse impact on our business.

 

Overview

 

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 on the Gulf States Drill 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 Drill 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 2024 Developments and Highlights

 

Risks and Uncertainties

 

The oil and natural gas industry is a global market impacted by many factors, including government regulations, particularly in the areas of trade sanctions, taxation, energy, climate change and the environment, geopolitical instability, and military conflicts (including the Russian-Ukrainian conflict in the Middle East), fluctuations in worldwide commodity demand, and the extent to which members of OPEC and other oil exporting nations manage oil supply through export quotas. In general, natural gas prices are determined by North American supply and demand and are affected by the import and export of liquefied natural gas. Oil and natural gas prices have been, and are expected to continue to be, volatile. 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, 2024, and 2023

 

		For the Three Months Ended March 31,
										Change				Change
		2024				2023				Amount				%
Revenues		$	182,052			$	228,718			$	(46,666	)			(20.4	%)
Lease operating expenses			47,341				59,139				(11,798	)			(19.9	%)
General & administrative expenses			354,167				371,354				(17,187	)			(4.6	%)
Depletion and accretion on discounted liabilities			83,952				98,444				(14,492	)			(14.7	%)
Loss from operations			(303,408	)			(300,219	)			(3,189	)			1.1	%
Other expense, net			(78	)			(556	)			478				(86.0	%)
Net loss		$	(303,486	)		$	(300,775	)		$	(2,711	)			0.9	%

 

Revenues

 

Revenues were $182,052 for the three months ended March 31, 2024, compared to $228,718 for the three months ended March 31, 2023. 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. The decrease in revenue of 20.4% was primarily driven by a decrease in production.

 

Lease Operating Expenses

 

Lease operating expenses were $47,341 for the three months ended March 31, 2024, compared to $59,139 for the three months ended March 31, 2023, representing a decrease of 19.9% or $11,798. The decrease in expense was primarily attributable to the decrease in production, which is in line with the decrease in revenue.

 

 

Loss from Operations

 

Total operating loss was $303,408 for the three months ended March 31, 2024, and $300,219 for the three months ended March 31, 2023. The increased loss was primarily driven by the $46,666 decrease in revenues.

 

Other Expense, Net

 

Other expense, net was $78 for the three months ended March 31, 2024, as compared to $556 for the three months ended March 31, 2023, due to an increase in interest income.

 

Net Loss

 

As a result of the above factors, for the three months ended March 31, 2024, the Company had a net loss of $303,486 as compared to a net loss of $300,775 for the three months ended March 31, 2023.

 

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, 2024, and 2023:

 

		For the Three Months
		Ended March 31,
		2024				2023
Oil volume (Bbls)			2,948				3,149
Natural gas volume (Mcf)			225				1,581
Total Production (Boe)			2,986				3,412
Average Sales Price:
Oil price (per Bbl)		$	75.69			$	73.05
Gas price (per Mcf)			4.16				2.46
Total per BOE		$	75.09			$	69.57

 

Liquidity and Capital Resources

 

Sources of Liquidity

 

The Company had cash on hand of $69,223 at March 31, 2024, compared to $75,908 at December 31, 2023. For the three months ended March 31, 2024, the Company had net cash used in operating activities of $4,201, compared to $21,353 for the same period of 2023. The decrease in cash used in operating activities was driven by the $200,567 decrease in the adjustment for the noncash issuance of common stock for services and salaries, offset by the $234,922 increase in adjustments for changes in the balances of accounts receivable, prepaid expenses, accounts payable, and accrued liabilities.

 

Net cash used in investing activities was $0 for the three months ended March 31, 2024, and March 31, 2023.

 

Net cash used in financing activities was $2,484 for the three months ended March 31, 2024, compared to net cash provided by financing activities of $7,537 for the same period in 2023. The decrease is due to proceeds from stock subscriptions payable of $10,000 during the period ended March 31, 2023, compared to $0 during the same period in 2024.

 

 

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; fines; 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.

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

We are a smaller reporting company and are not required to provide this information.

 

Item 4. Controls and Procedures

 

Evaluation of disclosure controls and procedures

 

Our management, with the participation of William R. Downs, our principal executive officer, and Jeffrey J. Guzy, our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2024, the end of the period covered by this Quarterly Report, pursuant to Rule 13a-15 under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

 

Based on management’s evaluation, Messrs. Downs and Guzy concluded that our disclosure controls and procedures as of the end of the period covered by this report were not effective in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (ii) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

We will continue to monitor and evaluate the effectiveness of our disclosure controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

 

Changes in internal control over financial reporting

 

We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.

 

There were no changes in our internal control over financial reporting that occurred during the three months ended March 31, 2024, that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any legal proceedings.

 

Item 1A. Risk Factors

 

We are a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act, and are not required to provide the information under this item. However, there have been no material changes to the risks described in “Item 1A. Risk Factors” in the 2023 Form 10-K.

 

Item 2. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

 

Except as set forth below, there were no sales of equity securities sold during the period covered by this Report that were not registered under the Securities Act and were not previously reported in a Current Report on Form 8-K filed by the Company.

 

On January 26, 2024, the Company issued 575,000 shares of common stock to Jeffrey J. Guzy upon conversion of 57,600 shares of Series A preferred stock and 475,000 shares of common stock to Wm. Barrett Wellman upon conversion of 47,500 shares of Series A preferred stock.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

None.

 

Item 6. Exhibits

 

(a)

the following documents are filed as exhibits to this Quarterly Report.

 

Exhibit
Number	Description
31.1*	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
31.2*	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
32.1**	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	Inline XBRL Instance Document
101.INS*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101

 

* Filed herewith.

** Furnished herewith.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

	CoJax Oil and Gas Corporation
Date: May 10, 2024	By:	/s/ William R. Downs
		William R. Downs
		Chief Executive Officer and President
		(Principal Executive Officer)
Date: May 10, 2024	By:	/s/ Jeffrey J. Guzy
		Jeffrey J. Guzy
		Chief Financial Officer and Director
		(Principal Financial and Accounting Officer)

 

 

EXHIBIT 31.1

 

CERTIFICATION PURSUANT TO SECTION 302(a)
OF THE SARBANES-OXLEY ACT OF 2002

 

I, William R. Downs, certify that:

 

1.

I have reviewed this Quarterly Report on Form 10-Q of CoJax Oil and Gas Corporation, a Virginia corporation, for the quarter ended March 31, 2024;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have;

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the most recent quarter (the registrant’s fourth fiscal quarter in the case of an annual report) covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

  

Date: May 10, 2024	By:	/s/ William R. Downs
		William R. Downs
		Chief Executive Officer (Principal Executive Officer)

 

 

EXHIBIT 31.2

 

CERTIFICATION PURSUANT TO SECTION 302(a)
OF THE SARBANES-OXLEY ACT OF 2002

 

I, Jeffrey J. Guzy, certify that:

 

1.

I have reviewed this Quarterly Report on Form 10-Q of CoJax Oil and Gas Corporation, a Virginia corporation, for the quarter ended March 31, 2024;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have;

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the most recent quarter (the registrant’s fourth fiscal quarter in the case of an annual report) covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: May 10, 2024	By:	/s/ Jeffrey J. Guzy
		Jeffrey J. Guzy
		Chief Financial Officer
		(Principal Executive Officer)

 

 

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO 18
U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report on Form 10-Q of CoJax Oil and Gas Corporation, a Virginia corporation (the “Company”), for the quarter ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William R. Downs, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that;

 

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

Date: May 10, 2024	By	/s/ William R. Downs
		William R. Downs
		Chief Executive Officer (Principal Executive Officer)

 

 

EXHIBIT 32.2

 

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report on Form 10-Q of CoJax Oil and Gas Corporation, a Virginia corporation (the “Company”), for the quarter ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jeffrey J. Guzy, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that;

 

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

Date: May 10, 2024	By	/s/ Jeffrey J Guzy
		Jeffrey J. Guzy
		Chief Financial Officer
		(Principal Executive Officer)

 

v3.24.1.1.u2

Cover - shares	3 Months Ended
	Mar. 31, 2024	May 10, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	333-232845
Entity Registrant Name	CoJax Oil and Gas Corporation
Entity Central Index Key	0001763925
Entity Tax Identification Number	46-1892622
Entity Incorporation, State or Country Code	VA
Entity Address, Address Line One	3033 Wilson Blvd
Entity Address, Address Line Two	Suite E-605
Entity Address, City or Town	Arlington
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22201
City Area Code	(703)
Local Phone Number	216-8606
Entity Current Reporting Status	Yes
Entity Interactive Data Current	No
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		10,465,902

v3.24.1.1.u2

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current Assets
Cash	$ 69,223	$ 75,908
Accounts receivable	176,894	205,306
Prepaid expenses	9,750
Total Current Assets	255,867	281,214
Properties and Equipment
Oil and natural gas properties at cost	4,524,406	4,509,679
Less: Accumulated depletion	(501,500)	(420,176)
Total Properties and Equipment, net	4,022,906	4,089,503
Total Assets	4,278,773	4,370,717
Current Liabilities
Accounts payable	151,415	121,764
Workover expense payable	106,861	106,861
Accrued salaries and payroll taxes	902,830	834,809
Current portion of notes payable	10,010	9,984
Notes payable – related party	103,001	103,001
Total Current Liabilities	1,274,117	1,176,419
Long-term Liabilities
Asset retirement obligations	122,472	105,118
Note payable, net of current portion	18,584	21,094
Total Long-term Liabilities	141,056	126,212
Total Liabilities	1,415,173	1,302,631
Stockholders’ Equity
Preferred stock, $0.10 par value, 50,000,000 current shares authorized, 0 and 105,000 Series A shares, $0.01 par value issued and outstanding, at March 31, 2024 and December 31, 2023 respectively.		1,050
Common stock, $0.01 par value, 300,000,000 current shares authorized, 10,465,902 and 9,315,902 shares issued and outstanding, at March 31, 2024 and December 31, 2023 respectively.	104,659	93,159
Subscription payable	10,000	10,000
Additional paid-in capital	13,816,468	13,727,918
Accumulated deficit	(11,067,527)	(10,764,041)
Total Stockholders’ Equity	2,863,600	3,068,086
Total Liabilities and Stockholders’ Equity	$ 4,278,773	$ 4,370,717

v3.24.1.1.u2

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Preferred stock, par value (in dollars per share)	$ 0.10	$ 0.10
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	0	105,000
Preferred stock, shares outstanding	0	105,000
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	10,465,902	9,315,902
Common stock, shares outstanding	10,465,902	9,315,902
Series A Preferred Stock [Member]
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares issued	0	105,000
Preferred stock, shares outstanding	0	105,000

v3.24.1.1.u2

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenues	$ 182,052	$ 228,718
Operating costs and expenses:
Lease operating expenses	47,341	59,139
General and administrative expenses	354,168	371,354
Depletion and accretion on discounted liabilities	83,951	98,444
Total operating costs and expenses	485,460	528,937
Loss from Operations	(303,408)	(300,219)
Other expense:
Interest expense, net	(78)	(556)
Total other expense	(78)	(556)
Net Loss	$ (303,486)	$ (300,775)
Net loss per common share basic	$ (0.03)	$ (0.03)
Net loss per common share diluted	$ (0.03)	$ (0.03)
Weighted average number of common shares outstanding during the period basic	10,159,913	9,206,978
Weighted average number of common shares outstanding during the period diluted	10,159,913	9,206,978

v3.24.1.1.u2

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Subscriptions Payable [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2022	$ 550	$ 91,144		$ 12,249,429	$ (9,134,139)	$ 3,206,984
Beginning balance (in shares) at Dec. 31, 2022	55,000	9,114,446
Common stock issued for services		$ 1,406		298,161		299,567
Common stock issued for services (in shares)		140,642
Cash received for stock subscriptions payable			10,000			10,000
Preferred stock issued for accrued officer compensation	$ 500			1,064,500		1,065,000
Preferred shares issued for accrued officer compensation (in shares)	50,000
Net (loss)					(300,775)	(300,775)
Ending balance, value at Mar. 31, 2023	$ 1,050	$ 92,550	10,000	13,612,090	(9,434,914)	4,280,776
Ending balance (in shares) at Mar. 31, 2023	105,000	9,255,088
Beginning balance, value at Dec. 31, 2023	$ 1,050	$ 93,159	10,000	13,727,918	(10,764,041)	3,068,086
Beginning balance (in shares) at Dec. 31, 2023	105,000	9,315,902
Common stock issued for services		$ 1,000		98,000		99,000
Net (loss)					$ (303,486)	$ (303,486)
Conversion of preferred stock to common stock	(1,050)	10,500		(9,450)
Ending balance, value at Mar. 31, 2024		$ 104,659	$ 10,000	$ 13,816,468	$ (11,067,527)	$ 2,863,600
Ending balance (in shares) at Mar. 31, 2024		10,465,902

v3.24.1.1.u2

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities:
Net loss	$ (303,486)	$ (300,775)
Adjustments to reconcile Net loss to net cash used in operations:
Depletion expense	81,324	95,224
Accretion of asset retirement obligation	2,627	3,219
Common stock issued for services and salaries	99,000	299,567
Changes in operating assets and liabilities:
Accounts receivable	28,412	(169,578)
Prepaid expense	(9,750)
Accounts payable and accrued liabilities	97,672	150,990
Net cash used in operating activities	(4,201)	(21,353)
Cash flows from financing activities:
Payments of loan payable - SBA PPP loan	(2,484)	(2,463)
Proceeds from the issuance of common stock		10,000
Net cash provided by (used in) financing activities	(2,484)	7,537
Net decrease in cash	(6,685)	(13,816)
Cash at beginning of period	75,908	37,750
Cash at end of period	69,223	23,934
Supplemental disclosure of non-cash investing and financing activities:
Cash paid for interest and taxes	76	100
Preferred shares issued for accrued compensation		1,065,000
Common shares issued upon conversion of Series A Preferred shares	2,100,000
Change in estimate of ARO asset and related liability	$ 14,727

v3.24.1.1.u2

ORGANIZATION, NATURE OF OPERATIONS AND BASIS OF PRESENTATION	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
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. 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.   Nature of Operations   The Company is a growing U.S. energy company, engaged in the acquisition and development of lower risk onshore oil and gas producing properties within the Southeastern U.S. The Company’s focused growth strategy relies primarily on leveraging management’s expertise to acquire both operated and non-operated interests in producing properties with the goal of assembling a large oil and gas portfolio. Through this strategy of acquisition of operated and non-operated properties, the Company has the unique ability to benefit from the technical and scientific expertise of world-class E&P companies operating in the area. The Company outsources all operations through Barrister Energy LLC, the operational subsidiary.   The Company focuses on the acquisition of and exploitation of upstream energy assets, specifically targeting select oil and gas mineral interests. These acquisitions are structured primarily as acquisitions of leases, real property interests and mineral rights and royalties and are generally not regarded as the acquisition of securities, but rather real property interests. As an owner, the Company has the right to receive a portion of the production from the leased acreage (or of the proceeds of the sale thereof).   Condensed Consolidated Financial Statements   The accompanying condensed consolidated financial statements prepared by CoJax Oil and Gas Corporation (the “Company” or “CoJax”) have not been audited by an independent registered public accounting firm. 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 three months ended March 31, 2024, are not necessarily indicative of the results to be expected for the full year ending December 31, 2024, 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 (“U.S. GAAP”) for interim financial information, and, accordingly, do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. 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, 2023.

v3.24.1.1.u2

GOING CONCERN DISCLOSURE	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GOING CONCERN DISCLOSURE	NOTE 2 – GOING CONCERN DISCLOSURE   The Company’s condensed consolidated financial statements are prepared using U.S. GAAP applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. There can be no assurance that the Company will be able to achieve its business plan, raise any 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 and/or to obtain the necessary financing from stockholders or other sources to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however, there is no assurance of additional funding being available or on acceptable terms, if at all.

v3.24.1.1.u2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES   Principles of consolidation   The accompanying consolidated financial statements include the accounts of the Company and of its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.   Use of Estimates   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. Actual results could differ from those estimates and would affect future results of operations and cash flows.   Reclassifications   Certain prior period amounts have been reclassified to conform with the current year presentation. Such reclassifications had no significant impact on our reported net income (loss), current assets, total assets, current liabilities, total liabilities, shareholders’ equity or cash flows.   Cash and Cash Equivalents   The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At March 31, 2024 and December 31, 2023, the Company had no cash equivalents.   Oil and Gas Producing Activities   The Company uses the successful efforts method of accounting for oil and gas activities. Under this method, the costs of productive exploratory wells, all development wells, related asset retirement obligation assets, and productive leases are capitalized and amortized, principally by field, on a units-of-production basis over the life of the remaining proved reserves. Exploration costs, including personnel costs, geological and geophysical expenses, and delay rentals for oil and gas leases are charged to expense as incurred. Exploratory drilling costs are initially capitalized but charged to expense if and when the well is determined not to have found reserves in commercial quantities.   Estimates of oil and gas reserves, as determined by independent petroleum engineers, are continually subject to revision based on price, production history and other factors. Depletion expense, which is computed based on the units of production method, could be significantly impacted by changes in such estimates. Additionally, US GAAP requires that if the expected future undiscounted cash flows from an asset are less than its carrying cost, that asset must be written down to its fair market value. As the fair market value of an oil and gas property will usually be significantly less than the total undiscounted future net revenues expected from that asset, slight changes in the estimates used to determine future net revenues from an asset could lead to the necessity of recording a significant impairment of that asset.   Unproved oil and gas properties will be assessed annually to determine whether they have been impaired by the drilling of dry holes on or near the related acreage or other circumstances, which may indicate a decline in value. When impairment occurs, a loss will be recognized. When leases for unproved properties expire, the costs thereof, net of any related allowance for impairment, will be removed from the accounts and charged to expense.   The Company will review its proved oil and natural gas properties for impairment whenever events and circumstances indicate that a decline in the recoverability of its carrying value may have occurred. It estimates the undiscounted future net cash flows of its oil and natural gas properties and compares such undiscounted future cash flows to the carrying amount of the oil and natural gas properties to determine if the carrying amount is recoverable. If the carrying amount exceeds the estimated undiscounted future cash flows, the Company will adjust the carrying amount of the oil and natural gas properties to fair value.   During the year ended December 31, 2023, the Company recorded impairments of $875,400 on oil and gas properties. There were no impairments recorded during the three months ended March 31, 2024 and 2023.   Long-Lived Assets   The Company accounts for the impairment or disposal of long-lived assets according to the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 360 “Property, Plant and Equipment”. ASC 360 clarifies the accounting for the impairment of long-lived assets and for long-lived assets to be disposed of, including the disposal of business segments and major lines of business. Long-lived assets are reviewed when facts and circumstances indicate that the carrying value of the asset may not be recoverable. When necessary, impaired assets are written down to estimated fair value based on the best information available. Estimated fair value is generally based on either appraised value or measured by discounting estimated future cash flows. Considerable management judgment is necessary to estimate discounted future cash flows. Accordingly, actual results could vary significantly from such estimates. The Company did not recognize any impairment losses on long-lived assets during the three months ended March 31, 2024 and 2023.   Fair Values of Financial Instruments   The Company had no financial instruments for the three months ended March 31, 2024, or for the year ended December 31, 2023.   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). The three levels of the fair value hierarchy are described below:   Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;   Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means; and   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 March 31, 2024, and December 31, 2023. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.   Revenue Recognition   The Company accounts for revenue under ASC 606 “Revenue from Contracts with Customers.” Under ASC 606, oil and natural gas sales revenues are recognized when control of the product is transferred to the customer, the performance obligations under the terms of the contracts with customers are satisfied and collectability is reasonably assured. All the Company’s oil and natural gas sales are made under contracts with customers. The performance obligations for the Company’s contracts with customers are satisfied at a point in time through the delivery of oil and natural gas to its customers. Accordingly, the Company’s contracts do not give rise to contract assets or liabilities. The Company typically receives payment within 90 days of the month of delivery. 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 months ended March 31, 2024, and 2023:       For the Three Months       Ended March 31,       2024     2023                 Crude oil revenues   $ 181,225     $ 225,815   Gas revenues     827       2,903   Total revenues   $ 182,052     $ 228,718     All revenues are from production from the Gulf States Drill Region.   Accounts Receivable   Accounts receivable consists of oil and natural gas receivables. Ongoing evaluations of collectability are performance and an allowance for expected credit losses is provided against the portion of accounts receivable that is estimated to be uncollectible. The Company did not recognize any write-offs during the three months ended March 31, 2024 and 2023. At both March 31, 2024, and December 31, 2023, the allowance for expected credit losses was $0.   Stock-Based Compensation   The Company accounts for Stock-Based Compensation under ASC 718 “Compensation – Stock Compensation”, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. Generally accepted accounting principles require measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized.   The Company issues stock to consultants for various services. The costs for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty’s performance is complete. The Company recognized consulting expense and a corresponding increase to additional paid-in-capital related to stock issued for services.   Income Taxes   Income taxes are accounted for under ASC 740 using the liability method of accounting for income taxes. Under the liability method, future tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between the amounts reported in the financial statement carrying amounts of assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using enacted or substantially enacted income tax rates expected to apply when the asset is realized, or the liability settled. The effect of a change in income tax rates on future income tax liabilities and assets is recognized in income in the period that the change occurs. Future income tax assets are recognized to the extent that they are considered more likely than not to be realized.   ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based on the technical merits of the position. 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 March 31, 2024, or as of December 31, 2023.   Basic and Diluted Earnings per Share   The Company computes income per share in accordance with ASC 260, “Earnings per Share”, which requires the presentation of both basic and diluted earnings per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing income available to common stockholders by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential shares of common stock outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of March 31, 2024 and December 31, 2023, the Company had 0 and 1,050,000 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. 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. Upon settlement of the liability, the Company either settles the obligation for its recorded amount or incurs a gain or loss. The Company’s asset retirement obligation relates to the plugging, dismantling, removal, site reclamation, and similar activities of its oil and gas properties.   Asset retirement obligations are estimated at the present value of expected future net cash flows and are discounted using the Company’s credit adjusted risk free rate. The Company uses unobservable inputs in the estimation of asset retirement obligations that include, but are not limited to: costs of labor, costs of materials, profits on costs of labor and materials, the effect of inflation on estimated costs, and discount rate. Due to the subjectivity of assumptions and the relative long lives of the Company’s leases, the costs to ultimately retire the Company’s obligations may vary significantly from prior estimates. Assumptions used in determining estimates are reviewed annually.   Concentration of Credit Risk   Our revenue can be materially affected by current economic conditions and the price of oil and natural gas. However, based on the current demand for crude oil and natural gas and the fact that alternative purchasers are readily available, we believe that the loss of our marketing agents and/or any of the purchasers identified by our marketing agents would not have a long term material adverse effect on our financial position or results of international operations. The continued economic disruption resulting from Russia’s invasion of Ukraine, a potential global recession, and other varying macroeconomic conditions could materially impact the Company’s business in future periods. Any potential disruption will depend on the duration and intensity of these events, which are highly uncertain and cannot be predicted at this time.   Concentration of Credit Risk – Cash – The Company maintains cash and cash equivalent balances at a single financial institution that are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. At March 31, 2024, and December 31, 2023, 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.

v3.24.1.1.u2

RECENT ACCOUNTING PRONOUNCEMENTS	3 Months Ended
	Mar. 31, 2024
Recent Accounting Pronouncements
RECENT ACCOUNTING PRONOUNCEMENTS	NOTE 4 – RECENT ACCOUNTING PRONOUNCEMENTS   New and Recently Adopted Accounting Pronouncements   The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

v3.24.1.1.u2

ROYALTY INTERESTS IN OIL AND GAS PROPERTIES	3 Months Ended
	Mar. 31, 2024
Royalty Interests In Oil And Gas Properties
ROYALTY INTERESTS IN OIL AND GAS PROPERTIES	NOTE 5 –ROYALTY INTERESTS IN OIL AND GAS PROPERTIES   The Company did not execute any acquisitions during the three months ended March 31, 2024. At March 31, 2024, the Company had leased oil and gas properties assets valued at $4,022,906.  Scheduled leased oil and gas properties assets           Balance, December 31, 2023   $ 4,089,503   Revisions of prior year ARO estimates     14,727   Depletion expense     (81,324 ) Balance, March 31, 2024   $ 4,022,906     We recorded depletion expense of $81,324 and $95,224 for the three months ended March 31, 2024 and 2023, respectively.

v3.24.1.1.u2

ASSET RETIREMENT OBLIGATION	3 Months Ended
	Mar. 31, 2024
Asset Retirement Obligation Disclosure [Abstract]
ASSET RETIREMENT OBLIGATION	NOTE 6 – ASSET RETIREMENT OBLIGATION   The Company records the obligation to plug and abandon oil and gas wells at the dates the properties are either acquired or the wells are drilled. The asset retirement obligation is adjusted each quarter for any liabilities incurred or settled during the period, accretion expense, and any revisions made to the costs or timing estimates. The asset retirement obligation is incurred using an annual credit-adjusted risk-free discount rate at the applicable dates. Changes in the asset retirement obligation were as follows:   Balance, December 31, 2023   $ 105,118   Revisions of prior year estimates     14,727   Accretion expense     2,627   Balance, March 31, 2024   $ 122,472

v3.24.1.1.u2

NOTES PAYABLE	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
NOTES PAYABLE	NOTE 7 – NOTES PAYABLE   Notes payable consisted of the following:       March 31, 2024     December 31, 2023   SBA PPP Loan   $ 28,594     $ 31,078   Notes payable – related party     103,001       103,001   Total notes payable     131,595       134,079   Less: current portion     (113,011 )     (112,985 ) Notes payable net of current portion   $ 18,584     $ 21,094     SBA PPP Loan   On May 7, 2020, the Company applied for a Small Business Association (SBA) loan under the Paycheck Protection Program (PPP). The Company met all the necessary qualifications to apply for a $49,992 loan. On June 10, 2020, the SBA PPP loan was approved and transferred to the Company to be used for payment of accrued payroll and related payroll taxes. On November 29, 2021, the Company was notified that the request for forgiveness was denied. The note was converted to a five-year loan bearing interest at 1% per annum beginning on January 1, 2022.   Related Party   The Company has issued several unsecured promissory notes to a related party, the CFO of the Company. The related party notes bear interest at 2% per annum. Principal and accrued interest on all notes mature on May 13, 2024.

v3.24.1.1.u2

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 8 – RELATED PARTY TRANSACTIONS   For the three months ending March 31, 2024 and the year ending 2023, 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 25, 2023, the Company issued 25,000 shares of its Series A convertible preferred stock to Jeffrey J. Guzy, the Company’s former CEO, and 25,000 shares of Series A convertible stock to Wm. Barrett Wellman, the Company’s former CFO. Each share is convertible at the option of the holder to ten (10) shares of common stock. The total fair value of $1,065,000 ($21.30 per share) was recorded as part of accrued salaries and payroll taxes for the year ended December 31, 2022 as service was provided in the year. The accrual was reversed upon issuance of the shares in January 2023. The fair value was based on the value assigned to common stock ($2.13 per share) multiplied by 10.   On February 14, 2023, the Company entered into a new employment agreement with Mr. Guzy (the “Guzy 2023 Employment Agreement”), pursuant to which Mr. Guzy continued serving the Company as Chief Executive Officer, President and Chairman of the Company.   On March 14, 2023, Mr. Wellman’s Employment Agreement has been extended to a termination date of August 16, 2024.   Effective as of January 10, 2024, the board of directors of the Company (the “Board”) increased the size of the Board from two to three directors and appointed William R. Downs to the Board.   On January 10, 2024, Jeffrey J. Guzy resigned from serving as Chief Executive Officer, President and Chairman of the Board. Immediately upon Mr. Guzy’s resignation from these offices, the Board appointed Mr. Downs to positions of Chief Executive Officer, President and Chairman of the Board. Also on January 10, 2024, Wm. Barrett Wellman resigned as Chief Financial officer and Secretary of the Company. Effective immediately upon Mr. Wellman’s resignation, the Board appointed Mr. Guzy as the Company’s Chief Financial officer and Secretary.   On January 10, 2024, the Company issued 100,000 common shares at $0.99 per share to William R. Downs in connection with his appointment as the Company’s new Chief Executive Officer. The issuance of 100,000 shares was recognized at the share price on the date of the employment agreement.   On January 26, 2024, the holders of the Company’s Series A convertible preferred stock converted all 105,000 shares issued and outstanding into common shares at a conversion rate of one to ten. The conversion occurred at the rate specified in the initial issuance agreement and therefore no gain or loss was recognized on the conversion. In connection with the exercise of the conversion option, the Company issued 575,000 and 475,000 common shares to Jeffrey J. Guzy and Wm. Barrett Wellman, respectively.

v3.24.1.1.u2

STOCKHOLDERS’ EQUITY	3 Months Ended
	Mar. 31, 2024
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 9 – STOCKHOLDERS’ EQUITY   Authorized Capital   As of March 31, 2024, the Company has 300,000,000 authorized shares of Common Stock at $0.01 par value and 50,000,000 authorized shares of Preferred Stock at a par value of $0.10, and Series A convertible shares at a par value of $0.01.   Preferred Stock   The holders of Preferred Stock are entitled to receive dividends equal to the amount of the dividend or distribution per share of common stock payable multiplied by the number of shares of common stock the shares of Series A preferred shares held by such holder are convertible into. Each Series A preferred share is convertible into ten common shares.   The company classified the Series A Preferred Stock as permanent equity as the terms do not provide for an obligation to buy back the shares in exchange for cash or other assets of the Company. The shares are not considered debt under ASC 480 “Distinguishing Liabilities from Equity” as the shares do not represent an obligation that must or may be settled with a variable number of shares. No other redemption features exist within the terms of the instrument.   Refer to Note 8 for details on convertible preferred stock issuances to the Company’s officers.   Common Stock   On January 31, 2023, the Company issued 20,642 shares for vendor payments at $2.13 per share.   On February 1, 2023, the Company issued 120,000 shares for consulting fees at $2.13 per share.   On March 1, 2023, the Company received $10,000 for stock subscriptions payable of 5,000 shares of common stock.   Refer to Note 8 for details on common share issuances to the Company’s officers.   The above shares of capital stock are restricted securities under Rule 144 and were issued in reliance on an exemption from the registration requirements of the Securities Act.   Capital Contributions   During the periods ending March 31, 2024, and March 31, 2023, the Company did not receive any capital contributions in excess of the $10,000 received for stock subscriptions payable.

v3.24.1.1.u2

CONTINGENCIES AND COMMITMENTS	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
CONTINGENCIES AND COMMITMENTS	NOTE 10 – CONTINGENCIES AND COMMITMENTS   Operating Lease Commitments   The Company has no lease obligations at March 31, 2024, and December 31, 2023. 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 March 31, 2024, and December 31, 2023.   Purchase Commitments   The Company has no purchase obligations at March 31, 2024 and December 31, 2023.   Legal Matters   During the course of business, litigation commonly occurs. From time to time, the Company may be a party to litigation matters involving claims against the Company. The Company operates in a highly regulated industry and employs personnel, which may inherently lend itself to legal matters. 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.

v3.24.1.1.u2

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2024
Subsequent Events
SUBSEQUENT EVENTS	NOTE 11 – SUBSEQUENT EVENTS   The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The management of the Company determined that there were no reportable subsequent events to be disclosed beyond the following:   Related Party Notes Payable   On April 25, 2024, all outstanding notes with the Company’s CFO (refer to NOTE 7) were extended to have a maturity date of December 31, 2024.

v3.24.1.1.u2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Principles of consolidation	Principles of consolidation   The accompanying consolidated financial statements include the accounts of the Company and of its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates	Use of Estimates   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. Actual results could differ from those estimates and would affect future results of operations and cash flows.
Reclassifications	Reclassifications   Certain prior period amounts have been reclassified to conform with the current year presentation. Such reclassifications had no significant impact on our reported net income (loss), current assets, total assets, current liabilities, total liabilities, shareholders’ equity or cash flows.
Cash and Cash Equivalents	Cash and Cash Equivalents   The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At March 31, 2024 and December 31, 2023, the Company had no cash equivalents.
Oil and Gas Producing Activities	Oil and Gas Producing Activities   The Company uses the successful efforts method of accounting for oil and gas activities. Under this method, the costs of productive exploratory wells, all development wells, related asset retirement obligation assets, and productive leases are capitalized and amortized, principally by field, on a units-of-production basis over the life of the remaining proved reserves. Exploration costs, including personnel costs, geological and geophysical expenses, and delay rentals for oil and gas leases are charged to expense as incurred. Exploratory drilling costs are initially capitalized but charged to expense if and when the well is determined not to have found reserves in commercial quantities.   Estimates of oil and gas reserves, as determined by independent petroleum engineers, are continually subject to revision based on price, production history and other factors. Depletion expense, which is computed based on the units of production method, could be significantly impacted by changes in such estimates. Additionally, US GAAP requires that if the expected future undiscounted cash flows from an asset are less than its carrying cost, that asset must be written down to its fair market value. As the fair market value of an oil and gas property will usually be significantly less than the total undiscounted future net revenues expected from that asset, slight changes in the estimates used to determine future net revenues from an asset could lead to the necessity of recording a significant impairment of that asset.   Unproved oil and gas properties will be assessed annually to determine whether they have been impaired by the drilling of dry holes on or near the related acreage or other circumstances, which may indicate a decline in value. When impairment occurs, a loss will be recognized. When leases for unproved properties expire, the costs thereof, net of any related allowance for impairment, will be removed from the accounts and charged to expense.   The Company will review its proved oil and natural gas properties for impairment whenever events and circumstances indicate that a decline in the recoverability of its carrying value may have occurred. It estimates the undiscounted future net cash flows of its oil and natural gas properties and compares such undiscounted future cash flows to the carrying amount of the oil and natural gas properties to determine if the carrying amount is recoverable. If the carrying amount exceeds the estimated undiscounted future cash flows, the Company will adjust the carrying amount of the oil and natural gas properties to fair value.   During the year ended December 31, 2023, the Company recorded impairments of $875,400 on oil and gas properties. There were no impairments recorded during the three months ended March 31, 2024 and 2023.
Long-Lived Assets	Long-Lived Assets   The Company accounts for the impairment or disposal of long-lived assets according to the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 360 “Property, Plant and Equipment”. ASC 360 clarifies the accounting for the impairment of long-lived assets and for long-lived assets to be disposed of, including the disposal of business segments and major lines of business. Long-lived assets are reviewed when facts and circumstances indicate that the carrying value of the asset may not be recoverable. When necessary, impaired assets are written down to estimated fair value based on the best information available. Estimated fair value is generally based on either appraised value or measured by discounting estimated future cash flows. Considerable management judgment is necessary to estimate discounted future cash flows. Accordingly, actual results could vary significantly from such estimates. The Company did not recognize any impairment losses on long-lived assets during the three months ended March 31, 2024 and 2023.
Fair Values of Financial Instruments	Fair Values of Financial Instruments   The Company had no financial instruments for the three months ended March 31, 2024, or for the year ended December 31, 2023.   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). The three levels of the fair value hierarchy are described below:   Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;   Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means; and   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 March 31, 2024, and December 31, 2023. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.
Revenue Recognition	Revenue Recognition   The Company accounts for revenue under ASC 606 “Revenue from Contracts with Customers.” Under ASC 606, oil and natural gas sales revenues are recognized when control of the product is transferred to the customer, the performance obligations under the terms of the contracts with customers are satisfied and collectability is reasonably assured. All the Company’s oil and natural gas sales are made under contracts with customers. The performance obligations for the Company’s contracts with customers are satisfied at a point in time through the delivery of oil and natural gas to its customers. Accordingly, the Company’s contracts do not give rise to contract assets or liabilities. The Company typically receives payment within 90 days of the month of delivery. 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 months ended March 31, 2024, and 2023:       For the Three Months       Ended March 31,       2024     2023                 Crude oil revenues   $ 181,225     $ 225,815   Gas revenues     827       2,903   Total revenues   $ 182,052     $ 228,718     All revenues are from production from the Gulf States Drill Region.
Accounts Receivable	Accounts Receivable   Accounts receivable consists of oil and natural gas receivables. Ongoing evaluations of collectability are performance and an allowance for expected credit losses is provided against the portion of accounts receivable that is estimated to be uncollectible. The Company did not recognize any write-offs during the three months ended March 31, 2024 and 2023. At both March 31, 2024, and December 31, 2023, the allowance for expected credit losses was $0.
Stock-Based Compensation	Stock-Based Compensation   The Company accounts for Stock-Based Compensation under ASC 718 “Compensation – Stock Compensation”, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. Generally accepted accounting principles require measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized.   The Company issues stock to consultants for various services. The costs for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty’s performance is complete. The Company recognized consulting expense and a corresponding increase to additional paid-in-capital related to stock issued for services.
Income Taxes	Income Taxes   Income taxes are accounted for under ASC 740 using the liability method of accounting for income taxes. Under the liability method, future tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between the amounts reported in the financial statement carrying amounts of assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using enacted or substantially enacted income tax rates expected to apply when the asset is realized, or the liability settled. The effect of a change in income tax rates on future income tax liabilities and assets is recognized in income in the period that the change occurs. Future income tax assets are recognized to the extent that they are considered more likely than not to be realized.   ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based on the technical merits of the position. 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 March 31, 2024, or as of December 31, 2023.
Basic and Diluted Earnings per Share	Basic and Diluted Earnings per Share   The Company computes income per share in accordance with ASC 260, “Earnings per Share”, which requires the presentation of both basic and diluted earnings per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing income available to common stockholders by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential shares of common stock outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of March 31, 2024 and December 31, 2023, the Company had 0 and 1,050,000 potentially dilutive common shares outstanding, respectively
Asset Retirement Obligations	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. 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. Upon settlement of the liability, the Company either settles the obligation for its recorded amount or incurs a gain or loss. The Company’s asset retirement obligation relates to the plugging, dismantling, removal, site reclamation, and similar activities of its oil and gas properties.   Asset retirement obligations are estimated at the present value of expected future net cash flows and are discounted using the Company’s credit adjusted risk free rate. The Company uses unobservable inputs in the estimation of asset retirement obligations that include, but are not limited to: costs of labor, costs of materials, profits on costs of labor and materials, the effect of inflation on estimated costs, and discount rate. Due to the subjectivity of assumptions and the relative long lives of the Company’s leases, the costs to ultimately retire the Company’s obligations may vary significantly from prior estimates. Assumptions used in determining estimates are reviewed annually.
Concentration of Credit Risk	Concentration of Credit Risk   Our revenue can be materially affected by current economic conditions and the price of oil and natural gas. However, based on the current demand for crude oil and natural gas and the fact that alternative purchasers are readily available, we believe that the loss of our marketing agents and/or any of the purchasers identified by our marketing agents would not have a long term material adverse effect on our financial position or results of international operations. The continued economic disruption resulting from Russia’s invasion of Ukraine, a potential global recession, and other varying macroeconomic conditions could materially impact the Company’s business in future periods. Any potential disruption will depend on the duration and intensity of these events, which are highly uncertain and cannot be predicted at this time.   Concentration of Credit Risk – Cash – The Company maintains cash and cash equivalent balances at a single financial institution that are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. At March 31, 2024, and December 31, 2023, 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.

v3.24.1.1.u2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
The following table presents revenues disaggregated by product for the three months ended March 31, 2024, and 2023:	The following table presents revenues disaggregated by product for the three months ended March 31, 2024, and 2023:       For the Three Months       Ended March 31,       2024     2023                 Crude oil revenues   $ 181,225     $ 225,815   Gas revenues     827       2,903   Total revenues   $ 182,052     $ 228,718

v3.24.1.1.u2

ROYALTY INTERESTS IN OIL AND GAS PROPERTIES (Tables)	3 Months Ended
	Mar. 31, 2024
Royalty Interests In Oil And Gas Properties
Scheduled leased oil and gas properties assets	The Company did not execute any acquisitions during the three months ended March 31, 2024. At March 31, 2024, the Company had leased oil and gas properties assets valued at $4,022,906.  Scheduled leased oil and gas properties assets           Balance, December 31, 2023   $ 4,089,503   Revisions of prior year ARO estimates     14,727   Depletion expense     (81,324 ) Balance, March 31, 2024   $ 4,022,906

v3.24.1.1.u2

ASSET RETIREMENT OBLIGATION (Tables)	3 Months Ended
	Mar. 31, 2024
Asset Retirement Obligation Disclosure [Abstract]
Changes in the asset retirement obligation were as follows:	The Company records the obligation to plug and abandon oil and gas wells at the dates the properties are either acquired or the wells are drilled. The asset retirement obligation is adjusted each quarter for any liabilities incurred or settled during the period, accretion expense, and any revisions made to the costs or timing estimates. The asset retirement obligation is incurred using an annual credit-adjusted risk-free discount rate at the applicable dates. Changes in the asset retirement obligation were as follows:   Balance, December 31, 2023   $ 105,118   Revisions of prior year estimates     14,727   Accretion expense     2,627   Balance, March 31, 2024   $ 122,472

v3.24.1.1.u2

NOTES PAYABLE (Tables)	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
Notes payable consisted of the following:	Notes payable consisted of the following:       March 31, 2024     December 31, 2023   SBA PPP Loan   $ 28,594     $ 31,078   Notes payable – related party     103,001       103,001   Total notes payable     131,595       134,079   Less: current portion     (113,011 )     (112,985 ) Notes payable net of current portion   $ 18,584     $ 21,094

v3.24.1.1.u2

The following table presents revenues disaggregated by product for the three months ended March 31, 2024, and 2023: (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Accounting Policies [Abstract]
Crude oil revenues	$ 181,225	$ 225,815
Gas revenues	827	2,903
Total revenues	$ 182,052	$ 228,718

v3.24.1.1.u2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Accounting Policies [Abstract]
Cash equivalents	$ 0		$ 0
Impairments of on oil and gas properties	0	$ 0	875,400
Allowance for doubtful accounts	$ 0		$ 0
Potentially dilutive common shares outstanding (in shares)	0		1,050,000
Cash and cash equivalent balances	$ 250,000

v3.24.1.1.u2

Scheduled leased oil and gas properties assets (Details)	3 Months Ended
	Mar. 31, 2024 USD ($)
Royalty Interests In Oil And Gas Properties
Leased oil and gas properties assets	$ 4,022,906
Balance, December 31, 2023	4,089,503
Revisions of prior year ARO estimates	14,727
Depletion expense	(81,324)
Balance, March 31, 2024	$ 4,022,906

v3.24.1.1.u2

ROYALTY INTERESTS IN OIL AND GAS PROPERTIES (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Royalty Interests In Oil And Gas Properties
Depletion expense	$ 81,324	$ 95,224

v3.24.1.1.u2

Changes in the asset retirement obligation were as follows: (Details)	3 Months Ended
	Mar. 31, 2024 USD ($)
Asset Retirement Obligation Disclosure [Abstract]
Beginning balance	$ 105,118
Revisions	14,727
Accretion expense	2,627
Ending balance	$ 122,472

v3.24.1.1.u2

Notes payable consisted of the following: (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Debt Disclosure [Abstract]
SBA PPP Loan	$ 28,594	$ 31,078
Notes payable – related party	103,001	103,001
Total notes payable	131,595	134,079
Less: current portion	(113,011)	(112,985)
Notes payable net of current portion	$ 18,584	$ 21,094

v3.24.1.1.u2

NOTES PAYABLE (Details Narrative) - Paycheck Protection Program [Member] - USD ($)		3 Months Ended
	Nov. 29, 2021	Mar. 31, 2024	Mar. 07, 2020
Debt Instrument [Line Items]
Debt amount			$ 49,992
Term loan	5 years
Interest rate	1.00%
Debt issuance date	Jan. 01, 2022
Related Party [Member]
Debt Instrument [Line Items]
Interest rate		2.00%
Debt issuance date		May 13, 2024

v3.24.1.1.u2

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Jan. 10, 2024	Jan. 25, 2023	Mar. 31, 2024	Jan. 26, 2024	Dec. 31, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Description of related party transaction	On January 10, 2024, the Company issued 100,000 common shares at $0.99 per share to William R. Downs in connection with his appointment as the Company’s new Chief Executive Officer. The issuance of 100,000 shares was recognized at the share price on the date of the employment agreement.	Each share is convertible at the option of the holder to ten (10) shares of common stock. The total fair value of $1,065,000 ($21.30 per share) was recorded as part of accrued salaries and payroll taxes for the year ended December 31, 2022 as service was provided in the year. The accrual was reversed upon issuance of the shares in January 2023. The fair value was based on the value assigned to common stock ($2.13 per share) multiplied by 10.
Accrued salaries and payroll taxes			$ 902,830		$ 834,809	$ 1,642,612
Conversionp price					$ 21.30
Common Stock [Member]
Related Party Transaction [Line Items]
Issuance share of recognized	100,000
William R Downs [Member] | Chief Executive Officer [Member] | Common Stock [Member]
Related Party Transaction [Line Items]
Common stock, shares issued	100,000
Common stock, par value (in dollars per share)	$ 0.99
Series A Preferred Stock [Member] | Jeffrey J Guzy [Member] | Chief Financial Officer [Member]
Related Party Transaction [Line Items]
Common stock, shares issued		25,000	575,000	105,000
Series A Preferred Stock [Member] | Wm Barrett Wellman [Member] | Chief Financial Officer [Member]
Related Party Transaction [Line Items]
Common stock, shares issued		25,000	475,000

v3.24.1.1.u2

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Mar. 01, 2023	Feb. 01, 2023	Jan. 31, 2023
Class of Stock [Line Items]
Common stock, shares authorized	300,000,000	300,000,000
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	50,000,000	50,000,000
Preferred stock, par value (in dollars per share)	$ 0.10	$ 0.10
Consulting fees	10,465,902	9,315,902
Received for stock subscriptions payable	$ 10,000		$ 10,000	$ 10,000
Subscriptions payable of shares of common stock				5,000
Vendor Payment [Member]
Class of Stock [Line Items]
Common stock, par value (in dollars per share)						$ 2.13
Consulting fees						20,642
Consulting Fees [Member]
Class of Stock [Line Items]
Common stock, par value (in dollars per share)					$ 2.13
Consulting fees					120,000
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01	$ 0.01

v3.24.1.1.u2

CONTINGENCIES AND COMMITMENTS (Details Narrative) - USD ($)	Apr. 01, 2018	Mar. 31, 2024	Dec. 31, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Rent, per month	$ 50
Contingencies		$ 0	$ 0
Commitments [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Lease obligations		$ 0	$ 0

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