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: ~~June~~September 30, 2025

☐ 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.)

483 0Line Avenue, Suite 152 Shreveport, LA	71106
4830 Line Avenue, Suite 152 Shreveport, LA	71106
(Address of principal executive offices)	(Zip Code)

(703) 479-8538
(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 14,168,755 shares were outstanding as of ~~August~~November 1312, 2025.

CoJax Oil and Gas Corporation

Form 10-Q For the Quarter Ended ~~June~~September 30, 2025

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 1817 Item 3. Quantitative and Qualitative Disclosures About Market Risk 2524 Item 4. Controls and Procedures 2524 PART II – OTHER INFORMATION Item 1. Legal Proceedings 2625 Item 1A. Risk Factors 2625 Item 2. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities 2625 Item 3. Defaults Upon Senior Securities 2625 Item 4. Mine Safety Disclosures 2625 Item 5. Other Information 2625 Item 6. Exhibits 2625 SIGNATURES 2726

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

3COJAX OIL AND GAS CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS

COJAX OIL AND GAS CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2025			December 31,
	(Unaudited)			2024
ASSETS
Current Assets
Cash	$	71,119		$	46,738
Accounts receivable		119,399			147,082
Prepaid expenses		13,000			21,210
Total Current Assets		203,518			215,030
Properties and Equipment
Oil and natural gas properties at cost		11,065,307			11,065,307
Less: Accumulated depletion		(1,042,492	)		(766,901)
Total Properties and Equipment, net		10,022,815			10,298,406
Total Assets		10,226,333			10,513,436

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable		179,207			113,473
Workover expense payable		18,029			40,334
Accrued salaries and payroll taxes		869,700			1,059,281
Current portion of notes payable		10,164			10,088
Notes payable – related party		103,001			103,001
Total Current Liabilities		1,180,101			1,326,177
Long-term Liabilities
Asset retirement obligations		586,484			553,538
Note payable, net of current portion		3,374			11,007
Total Long-term Liabilities		589,858			564,545
Total Liabilities		1,769,959			1,890,722

Commitments and contingencies (Note 10)

Stockholders’ Equity
Common stock, $0.01 par value, 300,000,000 current shares authorized, 14,168,755 and 13,998,639 shares issued and outstanding, at September 30, 2025 and December 31, 2024 respectively.		141,687			139,986
Subscription payable		10,000			10,000
Additional paid-in capital		21,185,146			20,846,615
Accumulated deficit		(12,880,459	)		(12,373,887	)
Total Stockholders’ Equity		8,456,374			8,622,714
Total Liabilities and Stockholders’ Equity	$	10,226,333		$	10,513,436

	June 30, 2025			December 31,
	(Unaudited)			2024
ASSETS
Current Assets
Cash	$	63,529		$	46,738
Accounts receivable		169,938			147,082
Prepaid expenses		—			21,210
Total Current Assets		233,467			215,030
Properties and Equipment
Oil and natural gas properties at cost		11,065,307			11,065,307
Less: Accumulated depletion		(962,840)			(766,901)
Total Properties and Equipment, net		10,102,467			10,298,406
Total Assets		10,335,934			10,513,436
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable		201,447			113,473
Workover expense payable		23,627			40,334
Accrued salaries and payroll taxes		802,338			1,059,281
Current portion of notes payable		10,139			10,088
Notes payable – related party		103,001			103,001
Total Current Liabilities		1,140,552			1,326,177
Long-term Liabilities
Asset retirement obligations		575,378			553,538
Note payable, net of current portion		5,925			11,007
Total Long-term Liabilities		581,303			564,545
Total Liabilities		1,721,855			1,890,722
Commitments and contingencies (Note 10)
Stockholders’ Equity
Common stock, $0.01 par value, 300,000,000 current shares authorized, 14,168,755 and 13,998,639 shares issued and outstanding, at June 30, 2025 and December 31, 2024 respectively.		141,687			139,986
Subscription payable		10,000			10,000
Additional paid-in capital		21,185,146			20,846,615
Accumulated deficit		(12,722,754	)		(12,373,887	)
Total Stockholders’ Equity		8,614,079			8,622,714
Total Liabilities and Stockholders’ Equity	$	10,335,934		$	10,513,436

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

~~The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.~~3

4COJAX OIL AND GAS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

~~COJAX OIL AND GAS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS~~(UNAUDITED)

(UNAUDITED)


	For the Three Months						For the Nine Months
	Ended September 30,						Ended September 30,
	2025			2024			2025			2024
Revenues	$	212,868		$	250,619		$	784,714		$	750,678

Operating costs and expenses:
Lease operating expenses		143,715			110,318			367,340			273,801
General and administrative expenses		135,813			205,508			614,394			730,054
Depletion and accretion on discounted liabilities		90,757			83,978			308,537			273,634
Total operating costs and expenses		370,285			399,804			1,290,271			1,277,489

Loss from Operations		(157,417	)		(149,185	)		(505,557	)		(526,811	)

Other expense:
Interest expense, net		(288	)		(573	)		(1,015	)		(871	)
Total other expense		(288	)		(573	)		(1,015	)		(871	)

Net Loss	$	(157,705	)	$	(149,758	)	$	(506,572	)	$	(527,682	)

Net loss per common share - basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.04	)	$	(0.04	)
Weighted average number of common shares outstanding during the period - basic and diluted		14,173,755			13,979,596			14,111,441			11,832,935

	For the Three Months						For the Six Months
	Ended June 30,						Ended June 30,
	2025			2024			2025			2024
Revenues	$	233,624		$	318,007		$	571,847		$	500,060
Operating costs and expenses:
Lease operating expenses		126,385			116,142			223,625			163,483
General and administrative expenses		204,253			170,522			478,583			524,692
Depletion and accretion on discounted liabilities		106,804			105,704			217,779			189,655
Total operating costs and expenses		437,442			392,368			919,987			877,830
Loss from Operations		(203,818	)		(74,361	)		(348,140	)		(377,770	)
Other expense:
Interest expense, net		(243	)		(77	)		(727	)		(154	)
Total other expense		(243	)		(77	)		(727	)		(154	)
Net Loss	$	(204,061	)	$	(74,438	)	$	(348,867	)	$	(377,924	)
Net loss per common share - basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.04	)
Weighted average number of common shares outstanding during the period - basic and diluted		14,155,061			11,341,729			14,079,768			10,750,821

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

~~The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.~~4

5COJAX OIL AND GAS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

COJAX OIL AND GAS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (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, 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
Common stock issued for acquisitions		—		—		1,320,755		13,208		—		2,628,303		—			2,641,511
Net loss for the three months ending June 30, 2024		—		—		—		—		—		—		(74,438	)		(74,438	)
Balance, June 30, 2024		—	$	—		11,786,657	$	117,867	$	10,000	$	16,444,771	$	(11,141,965	)	$	5,430,673
Common stock issued for acquisitions				---		2,211,982		22,119		---		4,401,844		---			4,423,963
Net loss for the three months ending September 30, 2024		—		—		—		—		—		—		(149,758	)		(149,758	)
Balance, September 30, 2024		—	$	—		13,998,639	$	139,986	$	10,000	$	20,846,615	$	(11,291,723	)	$	9,740,878

Balance, December 31, 2024		—		—		13,998,639	$	139,986	$	10,000	$	20,846,615	$	(12,373,887	)	$	8,622,714
Net loss for the three months ending March 31, 2025		—		—		—		—		—		—		(144,806	)		(144,806	)
Balance, March 31, 2025		—	$	—		13,998,639	$	139,986	$	10,000	$	20,846,615	$	(12,518,693	)	$	8,477,908
Common stock issued for accrued salaries		—		—		170,116		1,701		—		338,531		—			340,232
Net loss for the three months ending June 30, 2025		—		—		—		—		—		—		(204,061	)		(204,061	)
Balance, June 30, 2025		—	$	—		14,168,755	$	141,687	$	10,000	$	21,185,146	$	(12,722,754	)	$	8,614,079
Net loss for the three months ending September 30, 2025		—		—		—		—		—		—		(157,705	)		(157,705	)
Balance, September 30, 2025		—	$	—		14,168,755	$	141,687	$	10,000	$	21,185,146	$	(12,880,459	)	$	8,456,374

	Preferred stock				Common stock				Subscriptions		Additional paid-in		Accumulated			Total Stockholder’s equity
	Shares		Amount		Shares		Amount		Payable		capital		deficit			(deficit)
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
Common stock issued for acquisitions		—		—		1,320,755		13,208		—		2,628,303		—			2,641,511
Net loss for the three months ending June 30, 2024		—		—		—		—		—		—		(74,438	)		(74,438	)
Balance, June 30, 2024		—	$	—		11,786,657	$	117,867	$	10,000	$	16,444,771	$	(11,141,965	)	$	5,430,673
Balance, December 31, 2024		—		—		13,998,639	$	139,986	$	10,000	$	20,846,615	$	(12,373,887	)	$	8,622,714
Net loss for the three months ending March 31, 2025		—		—		—		—		—		—		(144,806	)		(144,806	)
Balance, March 31, 2025		—	$	—		13,998,639	$	139,986	$	10,000	$	20,846,615	$	(12,518,693	)	$	8,477,908
Common stock issued for accrued salaries		—		—		170,116		1,701		—		338,531		—			340,232
Net loss for the three months ending June 30, 2025		—		—		—		—		—		—		(204,061	)		(204,061	)
Balance, June 30, 2025		—	$	—		14,168,755	$	141,687	$	10,000	$	21,185,146	$	(12,722,754	)	$	8,614,079

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

~~The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.~~5

6COJAX OIL AND GAS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

COJAX OIL AND GAS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


*For the Nine Months Ended September 30,*	2025			2024
Cash flows from operating activities:
Net loss	$	(506,572	)	$	(527,682	)
Adjustments to reconcile Net loss to net cash provided by operations:
Depletion expense		275,591			262,348
Accretion of asset retirement obligation		32,946			11,286
Common stock issued for services and salaries		—			99,000
Changes in operating assets and liabilities:
Accounts receivable		27,683			35,106
Prepaid expense		8,210			(18,652	)
Accounts payable and accrued liabilities		194,080			197,813
Net cash provided by operating activities		31,938			59,219

Cash flows from investing activities:		—			—

Cash flows from financing activities:
Payments of loan payable - SBA PPP loan		(7,557	)		(7,477	)
Net cash used in financing activities		(7,557	)		(7,477	)

Net change in cash		24,381			51,742
Cash at beginning of period		46,738			75,908
Cash at end of period	$	71,119		$	127,650

Supplemental disclosure of non-cash activities:
Cash paid for interest and taxes	$	129		$	211
Supplemental disclosure of non-cash financing activities:
Common shares issued for acquisitions	$	—		$	7,065,473
Common shares issued upon conversion of Series A Preferred shares	$	—		$	2,100,000
ARO assumed from acquisitions	$	—		$	123,234
Change in estimate of asset retirement obligation asset and liability	$	—		$	14,727
Common shares issued for accrued salaries	$	340,232		$	—

For the Six Months Ended June 30,	2025			2024
Cash flows from operating activities:
Net loss	$	(348,867	)	$	(377,924	)
Adjustments to reconcile Net loss to net cash provided by operations:
Depletion expense		195,939			184,079
Accretion of asset retirement obligation		21,840			5,576
Common stock issued for services and salaries		—			99,000
Changes in operating assets and liabilities:
Accounts receivable		(22,856	)		5,852
Prepaid expense		21,210			(9,750	)
Accounts payable and accrued liabilities		154,556			139,141
Net cash provided by operating activities		21,822			45,974
Cash flows from investing activities:		—			—
Cash flows from financing activities:
Payments of loan payable - SBA PPP loan		(5,031	)		(4,977	)
Net cash used in financing activities		(5,031	)		(4,977	)
Net change in cash		16,791			40,997
Cash at beginning of period		46,738			75,908
Cash at end of period	$	63,529		$	116,905
Supplemental disclosure of non-cash activities:
Cash paid for interest and taxes	$	298		$	147
Supplemental disclosure of non-cash financing activities:
Common shares issued for acquisitions	$	—		$	2,641,511
Common shares issued upon conversion of Series A Preferred shares	$	—		$	2,100,000
ARO assumed from acquisitions	$	—		$	19,221
Change in estimate of asset retirement obligation asset and liability	$	—		$	14,727
Common shares issued for accrued salaries	$	340,232		$	—

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

~~The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.~~6

7COJAX OIL AND GAS CORPORATION

~~COJAX OIL~~NOTES ~~AND~~TO ~~GAS~~CONDENSED ~~CORPORATION~~CONSOLIDATED FINANCIAL STATEMENTS

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~(UNAUDITED)

~~(UNAUDITED)~~NOTE 1 – ORGANIZATION, NATURE OF OPERATIONS AND BASIS OF PRESENTATION

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

~~Organization~~CoJax Oil & Gas Corporation, a Virginia corporation (“Company”), was incorporated on November 13, 2017. The Company is based in Shreveport, Louisiana, with a wholly owned subsidiary, Barrister Energy LLC (“Barrister”), a Mississippi limited liability company, based in Laurel, Mississippi.

~~CoJax Oil~~Nature &of Gas Corporation, a Virginia corporation (“Company”), was incorporated on November 13, 2017. The Company is based in Shreveport, Louisiana, with a wholly owned subsidiary, Barrister Energy LLC (‘Barrister Energy’), registered in Mississippi and based in Laurel, Mississippi.Operations

~~Nature~~The Company is a growing U.S. energy company engaged in the acquisition and development of ~~Operations~~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 exploration and production (“E&P”) companies operating in the area.

~~The Company~~Since isinception, athe ~~growing~~Company ~~U.S.~~has ~~energy~~been ~~company~~ engaged in ~~the~~organizational ~~acquisition~~activities and ~~development~~had oflimited ~~lower~~revenue-~~risk~~generating ~~onshore~~operations ~~oil~~prior ~~and~~to ~~gas-producing properties~~the ~~within~~periods ~~the~~covered ~~Southeastern~~by ~~U.S.~~this Quarterly Report. The Company’s ~~focused~~has ~~growth~~begun ~~strategy relies primarily on leveraging management’s expertise~~ to acquire ~~both~~assignments ~~operated and non-operated interests in producing properties with the goal~~ of ~~assembling~~hydrocarbon arevenues ~~large~~and underlying oil and gas ~~portfolio.~~exploration ~~Through this strategy of acquisition of operated~~ and ~~non-operated~~production ~~properties,~~rights as ~~the~~covered ~~Company~~by ~~has~~this ~~the~~quarterly ~~unique~~report. ~~ability to~~The ~~benefit~~company ~~from~~runs ~~the~~all ~~technical~~operations ~~and scientific expertise~~ of ~~world-class~~its ~~exploration~~current ~~and~~acquisitions ~~production~~through ~~(“E&P”)~~Barrister ~~companies operating~~Energy in LLC, the ~~area~~operational subsidiary.

~~Since inception,~~The Company focuses on the ~~Company~~acquisition of ~~has~~and ~~been~~exploitation ~~engaged~~of inupstream ~~organizational~~energy ~~activities~~assets, ~~and~~specifically ~~had~~targeting ~~limited~~select ~~revenue-generating~~oil ~~operations~~and ~~prior~~gas tomineral ~~the~~interests. These acquisitions ~~periods~~are ~~covered~~structured byprimarily ~~this~~as ~~current~~acquisitions ~~report.~~of ~~The~~leases, ~~Company~~working ~~has~~interests, ~~begun~~real toproperty ~~acquire~~interests ~~assignments~~and ofmineral ~~hydrocarbon~~rights ~~revenues~~and royalties and ~~underlying~~are ~~oil~~generally not regarded as the acquisition of securities, but rather real property interests, allowing the Company to receive ~~and~~a ~~gas~~portion ~~exploration~~of ~~and~~the production ~~rights~~from asthe ~~covered~~leased byacreage ~~this~~(or ~~quarterly~~of ~~report.~~the ~~The~~proceeds ~~company~~of ~~runs~~the ~~all~~sale ~~operations~~thereof). As an owner of ~~its~~these ~~current~~interests, the ~~acquisitions~~Company ~~through~~also ~~Barrister~~has ~~Energy~~an ~~LLC,~~obligation ~~the~~for ~~operational~~its ~~subsidiary~~share of lease operating costs.

~~The Company~~Condensed ~~focuses~~Consolidated ~~on the acquisition of and exploitation of upstream energy assets, specifically targeting select oil and gas mineral~~Financial interests. These acquisitions are structured primarily as acquisitions of leases, working interests, real property interests and mineral rights and royalties and are generally not regarded as the acquisition of securities, but rather real property interests, allowing the Company to receive a portion of the production from the leased acreage (or of the proceeds of the sale thereof). As an owner of these interests, the Company also has an obligation for its share of lease operating costs.Statements

~~Condensed~~The accompanying condensed consolidated ~~Consolidated~~financial ~~Financial~~statements ~~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 nine months ended September 30, 2025, are not necessarily indicative of the results to be expected for the full year ending December 31, 2025, for various reasons, including as a result of the impact of fluctuations in prices received for oil and natural gas, natural production declines, the uncertainty of exploration and development drilling results, fluctuations in the fair value of derivative instruments, the impacts of other factors.

~~The accompanying~~These unaudited condensed consolidated financial statements ~~prepared~~of ~~by CoJax Oil and Gas Corporation (~~the “Company~~” or~~ ~~“CoJax”)~~ have ~~not~~ been ~~audited~~prepared byin anaccordance ~~independent~~with ~~registered public~~ accounting ~~firm.~~principles Ingenerally ~~the~~accepted ~~opinion~~in of the ~~Company’s~~United ~~management,~~States ~~the~~(“U.S. ~~accompanying~~GAAP”) ~~unaudited financial statements contain all adjustments necessary~~ for ainterim ~~fair~~financial ~~presentation of the results of operations for the periods presented~~information, ~~which adjustments were of a normal recurring nature~~and, ~~except as disclosed herein. The results of operations for the six months ended June 30~~accordingly, ~~2025,~~do ~~are~~ not ~~necessarily~~include ~~indicative~~all of the ~~results~~information ~~to be expected for~~and ~~the~~footnotes ~~full~~required ~~year~~by ~~ending~~U.S. ~~December~~GAAP ~~31,~~for ~~2025,~~complete ~~for~~financial ~~various~~statements. ~~reasons~~Therefore, ~~including~~these asfinancial astatements ~~result~~should ofbe ~~the~~read ~~impact of fluctuations~~ in ~~prices received~~conjunction ~~for~~with ~~oil and natural gas, natural production declines,~~ the ~~uncertainty~~Company’s ofannual ~~exploration~~report ~~and~~on ~~development~~Form ~~drilling~~10-K/A ~~results,~~for ~~fluctuations in~~ the ~~fair~~year ~~value~~ended ofDecember ~~derivative instruments~~31, ~~the impacts of other factors~~2024.

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, 2024.7

8 NOTE 2 – GOING CONCERN DISCLOSURE

~~NOTE~~The Company’s condensed consolidated 2financial –statements ~~GOING~~are ~~CONCERN~~prepared ~~DISCLOSURE~~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’s ~~condensed~~has ~~consolidated~~yet ~~financial~~to ~~statements~~achieve ~~are~~profitable operations, ~~prepared~~expects ~~using~~to ~~U.S.~~incur ~~GAAP~~further ~~applicable~~losses toin athe ~~going~~development ~~concern~~of ~~that~~its ~~contemplates~~business, has only recently begun producing positive cash ~~the~~flows ~~realization~~from ofoperating ~~assets~~activities, and ~~liquidation~~is dependent upon future issuances of ~~liabilities~~equity inor ~~the~~other ~~normal~~financings ~~course~~to offund ~~business.~~ongoing ~~There~~operations, all ~~can~~of bewhich noraises ~~assurance~~substantial ~~that~~doubt about the Company’s ~~will~~ability beto ~~able~~continue as a going concern for a period of twelve months from the issuance of these financial statements. The Company’s ability to ~~achieve~~continue ~~its~~as ~~business~~a ~~plan,~~going ~~raise~~concern ~~any~~is ~~additional~~dependent ~~capital,~~upon its ability to generate future profitable operations and/or ~~secure~~to obtain the ~~additional~~necessary financing ~~necessary~~ from stockholders or other sources to meet ~~implement~~its obligations and repay its ~~current~~liabilities ~~operating~~arising ~~plan~~from normal business operations when they come due. ~~The~~Management ~~accompanying~~has ~~financial~~developed a ~~statements~~capital doinvestment ~~not~~proposal ~~include~~plan ~~any~~and ~~adjustments~~is ~~that~~currently ~~might~~pursuing befunding ~~necessary if~~opportunities; ~~the~~however, ~~Company~~there is ~~unable~~no toassurance ~~continue~~of asadditional funding abeing ~~going~~available ~~concern~~or on acceptable terms, if at all.

~~The Company~~NOTE ~~has~~3 ~~yet~~– toSUMMARY ~~achieve~~OF ~~profitable operations, expects to incur further losses in the development of its business, has only~~SIGNIFICANT ~~recently~~ACCOUNTING begun producing positive cash flows from operating activities, and is dependent upon future issuances of equity or other financings to fund ongoing operations, all of which raises substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance of these financial statements. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing from stockholders or other sources to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has developed a capital investment proposal plan and is currently pursuing funding opportunities; however, there is no assurance of additional funding being available or on acceptable terms, if at all.POLICIES

~~NOTE 3~~Principles –of ~~SUMMARY~~consolidation ~~OF SIGNIFICANT ACCOUNTING POLICIES~~

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

~~The accompanying~~Use ~~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.~~Estimates

~~Use~~The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of ~~Estimates~~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.

~~The preparation~~Cash ~~of financial statements in conformity U.S. GAAP requires management to make estimates~~ and ~~assumptions~~Cash 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.Equivalents

~~Cash~~The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At September 30, 2025, and December ~~Cash~~31, ~~Equivalents~~2024, the Company had no 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 June 30, 2025 and December 31, 2024, the Company had no cash equivalents.8

9 Oil and Gas Producing Activities

~~Oil~~The Company uses the successful efforts method of accounting for oil and ~~Gas~~gas ~~Producing~~activities. ~~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.

~~The Company~~Estimates ~~uses~~of ~~the~~oil ~~successful~~and ~~efforts~~gas ~~method~~reserves, ofas ~~accounting~~determined by ~~for~~independent ~~oil~~petroleum ~~and~~engineers, ~~gas~~are ~~activities.~~continually ~~Under~~subject ~~this~~to ~~method~~revision based on price, ~~the~~production ~~costs~~history, ofand ~~productive~~other factors. ~~exploratory~~Depletion ~~wells~~expense, ~~all~~which ~~development~~is ~~wells,~~computed ~~related~~based ~~asset~~on ~~retirement~~the ~~obligation~~units ~~assets~~of production method, ~~and~~could ~~productive~~be ~~leases~~significantly ~~are~~impacted ~~capitalized~~by ~~and amortized,~~changes ~~principally~~in bysuch estimates. ~~field~~Additionally, onUS aGAAP ~~units-of-production~~requires ~~basis~~that ~~over~~if the ~~life~~expected offuture ~~the~~undiscounted ~~remaining~~cash ~~proved~~flows ~~reserves.~~from ~~Exploration~~an ~~costs, including~~asset ~~personnel~~are ~~costs~~less than its carrying cost, ~~geological~~that ~~and~~asset ~~geophysical~~must ~~expenses,~~be ~~and~~written ~~delay~~down ~~rentals~~to ~~for~~its fair market value. As the fair market value of an oil and gas ~~leases~~property ~~are~~will ~~charged~~usually be tosignificantly ~~expense as~~less ~~incurred.~~than ~~Exploratory~~the ~~drilling~~total ~~costs~~undiscounted ~~are~~future ~~initially~~net ~~capitalized~~revenues ~~but~~expected ~~charged~~from tothat ~~expense~~asset, ifslight ~~and~~changes ~~when~~in the ~~well~~estimates used isto ~~determined~~determine ~~not~~ future net revenues from an asset could lead to ~~have~~the ~~found~~necessity ~~reserves~~of inrecording ~~commercial~~a ~~quantities~~significant impairment of that asset.

~~Estimates of~~Unproved oil and gas ~~reserves,~~properties aswill ~~determined~~be assessed byannually ~~independent petroleum engineers, are continually subject~~ to ~~revision~~determine ~~based~~whether onthey ~~price, production~~have ~~history~~been ~~and~~impaired ~~other~~by ~~factors.~~the ~~Depletion~~drilling ~~expense,~~of ~~which~~dry isholes ~~computed~~on ~~based~~or onnear the ~~units~~related ofacreage ~~production~~or ~~method~~other circumstances, ~~could~~which bemay ~~significantly impacted~~indicate bya ~~changes~~decline in ~~such estimates~~value. ~~Additionally,~~When USimpairment ~~GAAP requires that if the expected future undiscounted cash flows from an asset are less than its carrying cost~~occurs, ~~that~~a ~~asset~~loss ~~must~~will be ~~written down to its fair market value~~recognized. AsWhen ~~the~~leases ~~fair~~for ~~market value of~~unproved anproperties ~~oil~~expire, ~~and gas property will usually be significantly less than~~ the ~~total~~costs ~~undiscounted~~thereof, ~~future~~ net ~~revenues~~of ~~expected~~any ~~from~~related ~~that asset,~~allowance ~~slight~~for ~~changes~~impairment, inwill ~~the~~be ~~estimates~~removed ~~used to determine future net revenues~~ from ~~an asset could lead to~~ the ~~necessity~~accounts ofand ~~recording~~charged ato ~~significant impairment of that asset~~expense.

~~Unproved oil~~The Company will review its proved oil and natural gas properties ~~will~~for beimpairment ~~assessed~~whenever ~~annually~~events toand ~~determine~~circumstances ~~whether~~indicate ~~they~~that ~~have~~a ~~been~~decline ~~impaired~~in by the ~~drilling~~recoverability of ~~dry~~its carrying ~~holes~~value ~~on or~~may ~~near~~have occurred. It estimates the ~~related~~undiscounted ~~acreage~~future ornet ~~other~~cash ~~circumstances,~~flows ~~which~~of ~~may~~its ~~indicate~~oil aand ~~decline~~natural ingas ~~value.~~properties ~~When~~and compares ~~impairment~~such ~~occurs,~~undiscounted afuture ~~loss~~cash ~~will be~~flows ~~recognized.~~to ~~When~~the ~~leases~~carrying ~~for~~amount ~~unproved~~of the oil and natural gas properties ~~expire,~~to determine if the ~~costs~~carrying amount ~~thereof,~~is ~~net~~recoverable. ofIf ~~any~~the ~~related~~carrying ~~allowance~~amount ~~for~~exceeds ~~impairment~~the estimated undiscounted future cash flows, the Company will adjust the becarrying ~~removed~~amount ~~from~~of the ~~accounts~~oil and ~~charged~~natural gas properties to ~~expense~~fair value.

~~The Company~~During ~~will~~the ~~review~~year ~~its~~ended ~~proved~~December ~~oil~~31, ~~and natural gas properties for impairment whenever events and circumstances indicate that a~~2024, ~~decline~~the inCompany ~~the~~recorded ~~recoverability~~impairments of ~~its~~$922,932 ~~carrying~~on ~~value may have occurred. It estimates the undiscounted future net cash flows of its~~ oil and ~~natural~~ gas properties. ~~and~~There ~~compares~~were ~~such~~no ~~undiscounted~~impairments ~~future~~recorded ~~cash~~during ~~flows to~~ the ~~carrying~~nine ~~amount of the oil and natural~~months ~~gas~~ended ~~properties~~September to30, ~~determine if the carrying amount is recoverable. If the carrying amount exceeds the estimated undiscounted future cash flows~~2025, ~~the Company will adjust the carrying amount of the oil~~ and ~~natural gas properties to fair value~~2024.

~~During the~~Long-Lived ~~year ended December 31, 2024, the Company recorded impairments of $922,932 on oil and gas properties. There were no impairments recorded during the six months ended June 30, 2025 and 2024.~~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~~lived assets are reviewed when facts and circumstances indicate that the carrying value of the asset ~~Assets~~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 nine months ended September 30, 2025, and 2024.

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 six months ended June 30, 2025 and 2024.9

10 Fair Values of Financial Instruments

~~Fair~~The Company had no financial instruments ~~Values~~for ofthe ~~Financial~~nine ~~Instruments~~months ended September 30, 2025, or for the year ended December 31, 2024.

~~The~~ASC 820 “Fair Value Measurements ~~Company~~and ~~had~~Disclosures” nodefines ~~financial~~fair ~~instruments~~value ~~for~~as the ~~six~~exchange ~~months~~price ~~ended~~that ~~June~~would ~~30,~~be ~~2025,~~received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the ~~year~~asset ~~ended~~or ~~December~~liability 31in 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, ~~2024~~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:

~~ASC 820~~Level ~~“Fair~~1 ~~Value~~– ~~Measurements~~Unadjusted ~~and Disclosures” defines fair value as the exchange price that would be received for~~quoted anprices ~~asset or paid to transfer a liability (an exit price)~~ in ~~the~~active ~~principal~~markets orthat ~~most~~are ~~advantageous~~accessible ~~market~~at ~~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, unrestricted 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 2 – Inputs other than quoted prices included within Level 1 –that ~~Unadjusted~~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 ~~accessible~~not atactive; ~~the~~inputs ~~measurement~~other ~~date~~than quoted prices that are observable for ~~identical~~the asset or liability (e.g., ~~unrestricted~~interest ~~assets~~rates); and inputs that are derived principally from or ~~liabilities~~corroborated by observable market data by correlation or other means; and

Level 2 3 – ~~Inputs~~Fair ~~other~~value ~~than quoted prices included within Level 1 that~~ measurements are ~~observable~~those ~~for~~derived ~~the~~from ~~asset~~valuation ortechniques ~~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~~include ~~not active;~~ inputs ~~other than quoted prices that are observable~~ for the asset or liability ~~(e.g.,~~ ~~interest rates); and inputs~~ that are ~~derived~~not ~~principally~~based ~~from~~on ~~or corroborated by~~ observable market data by(unobservable ~~correlation or other means; and~~inputs).

~~Level 3 –~~ Fair value ~~measurements~~estimates discussed herein are based ~~those~~upon ~~derived~~certain ~~from~~market ~~valuation~~assumptions ~~techniques~~and ~~that~~pertinent ~~include~~information ~~inputs~~available ~~for~~to ~~the~~management ~~asset~~as orof ~~liability~~September 30, 2025, and December ~~that~~31, ~~are~~2024. ~~not~~The ~~based~~respective carrying value of certain on-balance-sheet ~~observable~~financial ~~market~~instruments ~~data~~approximated ~~(unobservable~~their ~~inputs)~~fair values due to the short-term nature of these instruments.

~~Fair value~~Revenue estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2025, and December 31, 2024. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.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 ~~Recognition~~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 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.10

11 The following table presents revenues disaggregated by product for the three and nine months ended September 30, 2025, and 2024:

The following table presents revenues disaggregated by product for the three and six months ended June 30, 2025, and 2024:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2025		2024		2025		2024

Crude oil revenues	$	212,868	$	250,619	$	784,714	$	749,851
Gas revenues		—		—		—		827
Total revenues	$	212,868	$	250,619	$	784,714	$	750,678

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2025		2024		2025		2024
Crude oil revenues	$	233,624	$	318,007	$	571,847	$	499,233
Gas revenues		—		—		—		827
Total revenues	$	233,624	$	318,007	$	571,847	$	500,060

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

~~All revenues~~Accounts ~~are from production from the Gulf States Drill Region.~~Receivable

Accounts receivable consists of oil and ~~Receivable~~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 and nine months ended September 30, 2025 and 2024. At both September 30, 2025, and December 31, 2024, the allowance for expected credit losses was $0.

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 writeStock-~~offs~~Based ~~during the three and six months ended June 30, 2025 and 2024. At both June 30, 2025, and December 31, 2024, the allowance for expected credit losses was $0.~~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 ~~accounts~~issues stock to consultants for ~~Stock-Based~~various ~~Compensation~~services. ~~under~~The ~~ASC~~costs ~~718~~for ~~“Compensation~~these –transactions ~~Stock~~are ~~Compensation”,~~measured ~~which~~at ~~addresses~~ the ~~accounting~~fair ~~for~~value ~~transactions~~of inthe ~~which~~consideration anreceived ~~entity~~or ~~exchanges~~the ~~its~~fair value of the equity instruments ~~for goods or services~~issued, ~~with~~whichever ais ~~primary~~more ~~focus on~~reliably ~~transactions~~measurable. inThe ~~which~~value anof ~~entity~~the ~~obtains~~common ~~employee~~stock ~~services~~is inmeasured ~~share-based~~at ~~payment~~the earlier ~~transactions.~~of ~~Generally~~(i) ~~accepted~~the ~~accounting principles~~date ~~require~~at ~~measurement~~which ofa ~~the~~firm ~~cost~~commitment offor ~~employee~~performance ~~services~~by ~~received~~the incounterparty ~~exchange~~to ~~for~~earn anthe ~~award of~~ equity instruments ~~based~~is reached onor (ii) the ~~grant-~~date ~~fair~~at ~~value~~which of the ~~award.~~counterparty’s ~~Incremental~~performance ~~compensation~~is ~~costs~~complete. ~~arising~~The ~~from~~Company ~~subsequent~~recognized ~~modifications~~consulting ofexpense ~~awards~~and ~~after~~a corresponding ~~the~~increase ~~grant~~to ~~date~~additional ~~must~~paid-in-capital berelated ~~recognized~~to stock issued for services.

~~The Company~~Income 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.Taxes

Income taxes are accounted for under ASC ~~Taxes~~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.

~~Income taxes are accounted for under~~ ASC 740 ~~using~~clarifies the ~~liability method of~~ accounting for uncertainty in income taxes. ~~Under~~recognized ~~the~~in ~~liability~~an ~~method,~~enterprise’s ~~future tax~~financial ~~liabilities~~statements. ~~and~~This ~~assets~~standard ~~are~~requires ~~recognized~~a ~~for~~company ~~the estimated future tax consequences attributable~~ to ~~differences~~determine ~~between the amounts~~whether ~~reported~~it inis ~~the~~more ~~financial~~likely ~~statement~~than ~~carrying~~not ~~amounts~~that ofa ~~assets and liabilities and their respective~~ tax ~~bases.~~position ~~Future~~will ~~tax~~be ~~assets and~~sustained ~~liabilities~~upon ~~are~~examination ~~measured~~based ~~using~~on ~~enacted~~the ortechnical ~~substantially~~merits ~~enacted~~of ~~income tax rates expected to apply when~~ the ~~asset is realized,~~position. orIf the ~~liability~~more-likely-than-not ~~settled.~~threshold ~~The~~is ~~effect~~met, of a ~~change~~company inmust ~~income~~measure ~~tax~~the ~~rates on future income~~ tax ~~liabilities~~position ~~and~~to ~~assets~~determine ~~is recognized in income in~~ the ~~period~~amount ~~that the change occurs. Future income tax assets are recognized~~ to ~~the~~recognize ~~extent~~in ~~that they are considered~~the ~~more~~financial ~~likely than not to be realized~~statements.

~~ASC 740~~Because ~~clarifies~~of the ~~accounting~~implementation ~~for~~of ~~uncertainty~~this instandard, the ~~income~~Company ~~taxes~~performed ~~recognized~~a inreview anof ~~enterprise’s~~its ~~financial~~material ~~statements.~~tax ~~This~~positions ~~standard requires~~in aaccordance ~~company~~with torecognition ~~determine~~and ~~whether~~measurement itstandards isestablished by ~~more~~ASC ~~likely~~740 ~~than~~and ~~not~~concluded that ait ~~tax~~had ~~position~~no ~~will~~uncertain betax ~~sustained~~positions ~~upon~~as ~~examination based on the technical merits~~ of ~~the~~September ~~position.~~30, If2025, ~~the~~or ~~more-likely-than-not~~as ~~threshold~~of isDecember ~~met~~31, ~~a company must measure the tax position to determine the amount to recognize in the financial statements~~2024.

Because of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by ASC 740 and concluded that it had no uncertain tax positions as of June 30, 2025, or as of December 31, 2024.11

12 Basic and Diluted Earnings per Share

~~Basic~~The Company computes income per share in ~~and~~accordance ~~Diluted~~with ASC 260, “Earnings per Share”, which requires the presentation of both basic and diluted earnings per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing income available to common stockholders by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential shares of common stock outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of September 30, 2025 and December 31, 2024, the Company had 0 potentially dilutive common shares outstanding.

~~The Company~~Asset ~~computes~~Retirement 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 June 30, 2025 and December 31, 2024, the Company had 0 potentially dilutive common shares outstanding.Obligations

~~Asset~~The Company records the estimated fair ~~Retirement~~value ~~Obligations~~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.

~~The Company~~Revisions ~~records~~to ~~the~~ estimated ~~fair~~asset ~~value of~~ retirement obligations ~~associated~~will ~~with~~result ~~the~~in ~~retirement~~an ofadjustment ~~tangible,~~to ~~long-lived assets in~~ the ~~period in~~related ~~which~~capitalized ~~they~~asset ~~are~~and ~~incurred~~corresponding liability. ~~When~~Upon asettlement ~~liability~~of isthe ~~initially recorded~~liability, the Company ~~capitalizes~~either settles the ~~cost~~obligation byfor ~~increasing~~its ~~the~~recorded ~~carrying~~ amount ofor ~~the~~incurs ~~related~~a ~~long-lived~~gain ~~asset~~or loss. ~~Over~~The ~~time,~~Company’s ~~the~~asset ~~liability~~retirement obligation isrelates ~~accreted~~ to ~~its~~the ~~present~~plugging, ~~value~~dismantling, ~~and~~removal, ~~the~~site ~~capitalized~~reclamation, ~~cost~~and ~~is depleted~~similar ~~over~~activities ~~the~~of ~~useful~~its ~~life~~oil ofand ~~the~~gas ~~related asset~~properties.

~~Revisions to~~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 ~~will~~that ~~result~~include, inbut anare ~~adjustment~~not limited to: ~~the~~costs of ~~related~~labor, ~~capitalized~~costs ~~asset~~of ~~and~~materials, ~~corresponding~~profits ~~liability. Upon~~on ~~settlement~~costs of ~~the~~labor ~~liability~~and materials, the ~~Company~~effect ~~either~~of ~~settles~~inflation ~~the~~on ~~obligation~~estimated ~~for~~costs, ~~its~~and ~~recorded~~discount rate. ~~amount~~Due orto ~~incurs~~the asubjectivity ~~gain~~of orassumptions ~~loss. The~~and the relative long lives of the Company’s ~~asset~~leases, ~~retirement~~the ~~obligation~~costs ~~relates~~ to ultimately retire the ~~plugging,~~Company’s ~~dismantling,~~obligations ~~removal,~~may ~~site~~vary ~~reclamation,~~significantly ~~and~~from ~~similar~~prior ~~activities of~~estimates. ~~its~~Assumptions ~~oil~~used ~~and~~in ~~gas~~determining ~~properties~~estimates are reviewed annually.

~~Asset retirement~~Concentration ~~obligations are estimated at the present value~~ of ~~expected~~Credit ~~future~~Risk 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~~Our revenue can be materially affected by current economic conditions and the price of ~~Credit~~oil ~~Risk~~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.

~~Our revenue~~Concentration ~~can be materially affected by current economic conditions and the price~~ of ~~oil~~Credit ~~and~~Risk ~~natural gas. However, based on the~~– ~~current~~Cash ~~demand~~– ~~for~~The ~~crude~~Company ~~oil~~maintains ~~and~~cash ~~natural gas~~ and ~~the~~cash ~~fact~~equivalent ~~that~~balances ~~alternative~~at ~~purchasers~~a ~~are~~single ~~readily~~financial ~~available,~~institution ~~we believe~~ that ~~the loss~~are ofinsured ~~our marketing agents and/or any of the purchasers identified~~ by ~~our marketing agents would not have a long term material~~ ~~adverse~~the ~~effect~~Federal onDeposit ~~our~~Insurance ~~financial~~Corporation ~~position~~(FDIC) orup ~~results~~to ~~of international operations~~$250,000. ~~The~~At ~~continued~~September ~~economic disruption resulting from Russia’s invasion of Ukraine~~30, ~~a potential global recession~~2025, and ~~other~~December ~~varying~~31, ~~macroeconomic~~2024, ~~conditions could materially impact~~ the Company’s ~~business~~had no exposure in ~~future~~excess ~~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~~insurance.

Concentration of Credit Risk – Cash – The Company maintains cash and cash equivalent balances at a single financial institution that are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. At June 30, 2025, and December 31, 2024, the Company had no exposure in excess of insurance.12

13 Concentration of Credit Risk – Accounts Receivable – All of the Company’s outstanding accounts receivable was with two parties, Taxodium Energy, LLC and Liberty Operating Company.

~~Concentration of~~Segment ~~Credit Risk – Accounts Receivable – All of the Company’s outstanding accounts receivable was with two parties, Taxodium Energy, LLC and Liberty Operating Company.~~Information

~~Segment~~The Company operates in one reportable ~~Information~~segment engaged in the acquisition, exploration, and production of oil and natural gas properties in the Gulf States Drilling Region.

The Company’s chief operating decision maker (“CODM”) is the President and Chief Executive Officer as he maintains responsibility for assessment of the Company’s performance ~~operates~~and indecision ~~one~~making ~~reportable~~regarding ~~segment~~resource ~~engaged~~allocation. inConsolidated gross profit (loss) is the ~~acquisition,~~performance ~~exploration,~~measure ~~and~~used by ~~production~~the ofCODM ~~oil~~to evaluate the segment’s performance and ~~natural~~allocate ~~gas~~capital ~~properties~~and to monitor budget versus actual results. The information regularly provided to the CODM on the segment’s revenues and significant expenses aligns with the categories presented in the Condensed Consolidated Statements of Income. Furthermore, the ~~Gulf~~segment’s ~~States~~assets ~~Drilling~~are ~~Region~~reported on the Condensed Consolidated Balance Sheets as total assets.

~~The Company’s~~NOTE ~~chief~~4 ~~operating~~– ~~decision~~RECENT ~~maker~~ACCOUNTING (“CODM”) is the President and Chief Executive Officer as he maintains responsibility for assessment of the Company’s performance and decision making regarding resource allocation. Consolidated gross profit (loss) is the performance measure used by the CODM to evaluate the segment’s performance and allocate capital and to monitor budget versus actual results. The information regularly provided to the CODM on the segment’s revenues and significant expenses aligns with the categories presented in the Condensed Consolidated Statements of Income. Furthermore, the segment’s assets are reported on the Condensed Consolidated Balance Sheets as total assets.PRONOUNCEMENTS

~~NOTE 4~~New –and ~~RECENT~~Recently ~~ACCOUNTING~~Adopted ~~PRONOUNCEMENTS~~Accounting Pronouncements

~~New~~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 ~~Recently~~the ~~Adopted~~Company ~~Accounting~~does ~~Pronouncements~~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.

~~The Company~~NOTE ~~has~~5 ~~implemented~~–ROYALTY ~~all~~INTERESTS ~~new~~IN ~~accounting pronouncements that are in effect. These pronouncements did not have any material impact~~OIL onAND ~~the~~GAS ~~financial~~PROPERTIES 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~~On May 31, 2024, the Company issued 1,320,755 5shares ~~–ROYALTY~~of ~~INTERESTS~~common INstock, ~~OIL~~$0.01 ~~AND~~par ~~GAS~~value ~~PROPERTIES~~per share, valued at $2.00 per share (the “Shares”), to Liberty Operating, LLC, a Mississippi limited liability company (“Liberty”), in consideration for the sale and assignment of various mineral and oil and gas interest in and to certain properties located in Mississippi to Barrister Energy, LLC, a wholly-owned subsidiary of the Company organized under the laws of Mississippi. At the request and the instructions of Liberty, the Company issued the Shares to all members of Liberty on the pro rata basis of their ownership interest in Liberty. The acquisition was effective as of May 1, 2024 and the Company recorded additions of $962,619 and $1,698,113 to proved and unproved reserves, respectively.

~~On May~~The ~~31, 2024, the~~ Company ~~issued~~did ~~1,320,755~~not ~~shares~~complete ofany ~~common~~acquisitions during ~~stock,~~the ~~$0.01~~nine ~~par~~months ~~value~~ended ~~per~~September ~~share~~30, ~~valued at $2~~2025.00 ~~per~~At ~~share~~September ~~(the “Shares”)~~30, to ~~Liberty Operating~~2025, ~~LLC, a Mississippi limited liability company (“Liberty”), in consideration for~~ the ~~sale~~Company ~~and assignment~~had ofleased ~~various mineral and~~ oil and gas ~~interest in and to certain~~ properties ~~located~~assets ~~in Mississippi to Barrister Energy,~~valued ~~LLC,~~at a wholly-owned subsidiary of the Company organized under the laws of Mississippi. At the request and the instructions of Liberty, the Company issued the Shares to all members of Liberty on the pro rata basis of their ownership interest in Liberty. The acquisition was effective as of May 1, 2024 and the Company recorded additions of $~~962~~10,~~619 and $1~~022,~~698,113 to proved and unproved reserves, respectively~~815.

~~The Company~~Scheduled ~~did not execute any acquisitions during the six months ended June 30, 2025. At June 30, 2025, the Company had~~ leased oil and gas properties assets ~~valued at $10,102,467.~~

Scheduled leased oil and gas properties assets


Balance, December 31, 2024	$	10,298,406
Depletion expense		(275,59	1)
Balance, September 30, 2025	$	10,022,815

Balance, December 31, 2024	$	10,298,406
Depletion expense		(195,939	)
Balance, June 30, 2025	$	10,102,467

We recorded depletion expense of $79,651 and $275,591 for the three and nine months ended September 30, 2025, respectively, and recorded depletion expense of $78,269 and $262,348 for the three and nine months ended September 30, 2024, respectively.

~~We recorded~~NOTE ~~depletion~~6 ~~expense~~– ofASSET ~~$95,425~~RETIREMENT ~~and $195,939 for the three and six months ended June 30, 2025, respectively, and recorded depletion expense of $102,755 and $184,079 for the three and six months ended June 30, 2024, respectively.~~OBLIGATION

~~NOTE~~The Company records the obligation to plug 6and –abandon ~~ASSET~~oil ~~RETIREMENT~~and ~~OBLIGATION~~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:

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, 2024	$	553,538
Accretion expense		32,946
Balance, September 30, 2025	$	586,484

Balance, December 31, 2024	$	553,538
Accretion expense		21,840
Balance, June 30, 2025	$	575,378

14 NOTE 7 – NOTES PAYABLE

~~NOTE 7~~Notes –payable ~~NOTES~~consisted ~~PAYABLE~~of the following:

Notes payable consisted of the following:

	September 30, 2025			December 31, 2024
SBA PPP Loan	$	13,538		$	21,095
Notes payable – related party		103,001			103,001
Total notes payable		116,539			124,096
Less: current portion		(113,165	)		(113,089	)
Notes payable net of current portion	$	3,374		$	11,007

	June 30, 2025			December 31, 2024
SBA PPP Loan	$	16,064		$	21,095
Notes payable – related party		103,001			103,001
Total notes payable		119,065			124,096
Less: current portion		(113,140	)		(113,089	)
Notes payable net of current portion	$	5,925		$	11,007

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 September 10, 2020, the SBA PPP ~~Loan~~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.

~~On May~~Related 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.Party

~~Related~~The Company has issued several unsecured ~~Party~~promissory notes to a related party, the CFO of the Company, in the total principal amount of $113,000 The related party notes bear interest at 2% per annum. Principal and accrued interest on all notes mature on December 31, 2025.

~~The Company~~NOTE ~~has~~8 ~~issued~~– ~~several~~RELATED ~~unsecured~~PARTY ~~promissory notes to a related party, the CFO of the Company. The related party notes bear interest at 2% per annum. Principal and accrued interest on all notes mature on December 31, 2025.~~TRANSACTIONS

~~NOTE~~For the nine months ending September 30, 82025 –and ~~RELATED~~the ~~PARTY~~year ~~TRANSACTIONS~~ending 2024, the following related party transactions occurred between any of the Company’s directors or executive officers or any person nominated or chosen by the Company to become a director or executive officer:

~~For the~~Effective ~~six~~as ~~months~~of ~~ending~~January ~~June 30~~10, ~~2025 and the year ending~~ 2024, the ~~following~~board of ~~related~~directors ~~party transactions occurred between any~~ of the Company’s ~~directors~~(the or“Board”) ~~executive~~increased ~~officers~~the orsize ~~any~~of ~~person~~the ~~nominated~~Board orfrom ~~chosen~~two byto ~~the~~three ~~Company~~directors toand ~~become~~appointed William aR. ~~director~~Downs orto ~~executive officer:~~the Board.

~~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.~~14

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, ~~Jeffrey~~the J.Company ~~Guzy~~issued 100,000 ~~resigned~~common ~~from~~shares ~~serving~~at as$0.99 ~~Chief~~per ~~Executive~~share ~~Officer,~~to ~~President~~William ~~and Chairman of the Board~~R. ~~Immediately upon~~Downs ~~Mr.~~in ~~Guzy’s~~connection ~~resignation~~with ~~from~~his ~~these~~appointment ~~offices,~~as the ~~Board~~Company’s ~~appointed~~new ~~Mr. Downs to positions of~~ Chief Executive Officer,. ~~President and~~The ~~Chairman~~issuance of ~~the Board. Also on January 10~~100,000 ~~2024,~~shares ~~Wm.~~was ~~Barrett~~recognized ~~Wellman~~at ~~resigned as Chief Financial officer and Secretary of~~ the ~~Company.~~share ~~Effective~~price ~~immediately~~on ~~upon Mr. Wellman’s resignation,~~ the ~~Board~~date ~~appointed~~of ~~Mr. Guzy as~~ the ~~Company’s~~employment ~~Chief Financial officer and Secretary~~agreement.

On January 1026, 2024, the holders of the Company’s ~~issued~~Series ~~100~~A convertible preferred stock converted all 105,000 shares issued and outstanding into common shares at a ~~$0.99~~conversion ~~per~~rate ~~share~~of one to ~~William R~~ten. ~~Downs~~The inconversion ~~connection~~occurred ~~with~~at ~~his~~the ~~appointment as~~rate ~~the~~specified ~~Company’s~~in ~~new~~the ~~Chief~~initial ~~Executive~~issuance ~~Officer.~~agreement ~~The~~and ~~issuance~~therefore no ofgain ~~100,000~~or ~~shares~~loss was recognized aton the ~~share~~conversion. ~~price~~In onconnection with the ~~date~~ exercise of the ~~employment~~conversion ~~agreement~~option, the Company issued 575,000 and 475,000 common shares to Jeffrey J. Guzy and Wm. Barrett Wellman, respectively.

On ~~January~~ 26April 11, ~~2024~~2025, the ~~holders~~Company ofissued ~~the~~170,116 shares ~~Company’s~~of ~~Series~~Common AStock ~~convertible~~at ~~preferred~~$2.00 ~~stock~~per ~~converted~~share ~~all~~to ~~105,000~~Mr. ~~shares~~Wellman ~~issued and~~in ~~outstanding~~lieu ~~into~~of ~~common~~the ~~shares~~accrued atsalary aliability ~~conversion~~of ~~rate~~$340,232 offor ~~one~~services toperformed by ~~ten~~Mr. ~~The~~Wellman ~~conversion~~in ~~occurred~~his atprevious ~~the~~role ~~rate~~as ~~specified~~Chief inFinancial ~~the~~Officer. ~~initial~~ The issuance ~~agreement~~of ~~and~~these ~~therefore~~shares nodid ~~gain~~not involve any underwriters, underwriting discounts or ~~loss~~commissions ~~was~~or ~~recognized~~any onpublic ~~the~~offering ~~conversion.~~and Inwe ~~connection~~believe ~~with~~is exempt from the ~~exercise~~registration requirements of the ~~conversion~~ ~~option,~~Securities ~~the~~Act ~~Company~~by ~~issued~~virtue ~~575,000~~of ~~and~~Section ~~475,000~~4(2) ~~common~~thereof ~~shares~~as toa ~~Jeffrey~~transaction J.not ~~Guzy~~involving ~~and~~a ~~Wm.~~public ~~Barrett Wellman, respectively~~offering.

~~On April~~NOTE ~~11,~~9 ~~2025,~~– ~~the~~STOCKHOLDERS’ Company issued 170,116 shares of Common Stock at $2.00 per share to Mr. Wellman in lieu of the accrued salary liability of $340,232 for services performed by Mr. Wellman in his previous role as Chief Financial Officer. The issuance of these shares did not involve any underwriters, underwriting discounts or commissions or any public offering and we believe is exempt from the registration requirements of the Securities Act by virtue of Section 4(2) thereof as a transaction not involving a public offering.EQUITY

~~NOTE 9~~Authorized ~~– STOCKHOLDERS’ EQUITY~~Capital

~~Authorized~~As of September 30, 2025, the Company has ~~Capital~~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.

~~As of June 30, 2025, the Company has 300,000,000 authorized shares of Common Stock at $0.01 par value and 50,000,000 authorized shares of~~ Preferred Stock ~~at a par value of $0.10, and Series A convertible shares at a par value of $0.01.~~

The 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 ~~holders~~ ofcompany ~~Preferred~~classified the Series A Preferred Stock ~~are~~as ~~entitled~~permanent toequity ~~receive~~as ~~dividends~~the ~~equal~~terms do not provide for an obligation to buy back the ~~amount~~shares ofin ~~the~~exchange ~~dividend~~for cash or ~~distribution~~other ~~per~~assets of ~~share~~the ~~of common~~Company. ~~stock~~The ~~payable~~shares ~~multiplied~~are bynot ~~the~~considered ~~number~~debt ofunder ~~shares~~ASC of480 ~~common~~“Distinguishing ~~stock~~Liabilities from Equity” as the shares do ofnot ~~Series~~represent Aan ~~preferred~~obligation ~~shares~~that ~~held~~must byor ~~such~~may ~~holder are~~be ~~convertible~~settled ~~into.~~with ~~Each~~a ~~Series~~variable Anumber ~~preferred~~of ~~share~~shares. isNo ~~convertible~~other ~~into~~redemption ~~ten~~features ~~common~~exist within ~~shares~~the terms of the instrument.

~~The company~~Refer ~~classified~~to ~~the~~Note ~~Series~~8 ~~A Preferred Stock as permanent equity as the terms do not provide~~ for andetails ~~obligation~~on ~~to buy back~~convertible ~~the~~preferred ~~shares~~stock inissuances ~~exchange~~to ~~for cash or other assets of~~ the Company.’s ~~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~~officers. ~~No other redemption features exist within the terms of the instrument.~~

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

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

~~Refer~~The above shares of capital stock are restricted tosecurities ~~Note~~under 8Rule ~~for~~144 ~~details~~and were issued in reliance on ~~common~~an ~~share~~exemption ~~issuances~~from tothe registration requirements of the ~~Company’s~~Securities ~~officers~~Act of 1933, as amended (the “Securities Act”).

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 of 1933, as amended (the “Securities Act”).15

16 Capital Contributions

~~Capital~~During the periods ending September 30, ~~Contributions~~2025, and September 30, 2024, the Company did not receive any capital contributions.

~~During the~~NOTE ~~periods~~10 ~~ending~~– ~~June~~COMMITMENTS ~~30,~~AND ~~2025, and June 30, 2024, the Company did not receive any capital contributions.~~CONTINGENCIES

~~NOTE 10~~Operating –Lease ~~COMMITMENTS AND CONTINGENCIES~~Commitments

~~Operating~~The Company has no lease obligations at ~~Lease~~September ~~Commitments~~30, 2025, and December 31, 2024. Additionally, the Company has no known contingencies as of September 30, 2025, and December 31, 2024.

~~The Company~~Purchase ~~has no lease obligations at June 30, 2025, and December 31, 2024. Additionally, the Company has no known contingencies as of June 30, 2025, and December 31, 2024.~~Commitments

~~Purchase~~The Company has no purchase obligations ~~Commitments~~at September 30, 2025 and December 31, 2024.

~~The Company~~Legal ~~has no purchase obligations at June 30, 2025 and December 31, 2024.~~Matters

~~Legal~~During the course of business, litigation ~~Matters~~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.

~~During the~~There ~~course~~are ofno ~~business,~~known ~~litigation~~legal ~~commonly~~proceedings ~~occurs. From time to time, the Company may be a party to litigation matters involving claims~~ against the Company. ~~The~~or ~~Company~~its ~~operates~~officers ~~in a highly regulated industry~~ and ~~employs~~directors ~~personnel,~~in ~~which~~their ~~may~~capacity ~~inherently~~as ~~lend itself~~officers ~~to legal matters. Management is aware that litigation has associated costs~~ and ~~that~~directors ~~results~~ of ~~adverse litigation verdicts could have a material effect on~~ the Company~~’s financial position or results of operations~~.

~~There are~~NOTE no11 ~~known~~– ~~legal~~SUBSEQUENT ~~proceedings against the Company or its officers and directors in their capacity as officers and directors of the Company.~~EVENTS

~~NOTE~~The Company has evaluated all events that 11occurred –after ~~SUBSEQUENT~~the ~~EVENTS~~balance sheet date through the date when the financial statements were issued to determine if they must be reported. Management determined that there were no reportable subsequent events to be disclosed.

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:16

~~On July~~Item ~~4, 2025 the One Big Beautiful Bill Act (“OBBBA”) was enacted~~2. ~~The~~Management’s ~~OBBBA~~Discussion ~~introduces~~and ~~significant~~Analysis ~~changes~~of toFinancial ~~the tax~~Condition ~~code, including modifications to bonus depreciation~~ and ~~interest~~Results ~~expense limitations. The Company is currently evaluating the provisions~~ of ~~the OBBBA to determine the impact on its financial statements.~~Operations

17 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, 2024, and our interim unaudited financial statements and accompanying notes to these financial statements.

~~Item 2.~~NOTE ~~Management’s~~ABOUT ~~Discussion~~FORWARD-LOOKING ~~and Analysis of Financial Condition and Results of Operations~~STATEMENTS

~~Management’s~~This Quarterly Report ~~Discussion~~on ~~and~~Form ~~Analysis~~10-Q (the “Quarterly Report”) contains forward-looking statements within the meaning of ~~Financial~~Section ~~Condition~~27A ~~and~~of ~~Results~~the Securities Act of ~~Operations~~1933 ~~analyzes~~and Section 21E of the ~~major~~Securities ~~elements~~Exchange Act of ~~our~~1934, ~~balance~~as ~~sheets~~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. ~~This~~Our ~~section~~forward-looking statements ~~should~~do benot ~~read~~consider inthe ~~conjunction~~effects ~~with~~of ~~our~~future ~~Annual~~legislation ~~Report~~or onregulations. ~~Form~~Forward-looking 10statements include all statements that are not historical facts and can be identified by the use of forward-Klooking ~~for~~terminology such as the ~~year~~words ~~ended~~“believes,” “intends,” ~~December~~“may,” “should,” “anticipates,” “expects,” “could,” 31“plans,” ~~2024~~“estimates,” ~~and~~“projects,” ~~our~~“targets” ~~interim~~or ~~unaudited~~comparable ~~financial~~terminology or by discussions of strategy or trends. Although we believe that the expectations reflected in such forward-looking statements ~~and~~are ~~accompanying~~reasonable, ~~notes~~we cannot togive any assurances that these ~~financial~~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.

~~NOTE~~Among the factors ~~ABOUT~~that ~~FORWARD~~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-~~LOOKING~~K ~~STATEMENTS~~for the year ended December 31, 2024. While it is not possible to identify all factors, we continue to face many risks and uncertainties including, but not limited to:

~~This Quarterly~~● ~~Report~~declines onor ~~Form~~volatility ~~10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 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~~ ofprices 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~~receive ~~that~~for ~~the~~our ~~expectations~~oil ~~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~~natural ~~could significantly affect expected results, and actual future results could differ materially from those described in such forward-looking statements.~~gas;

~~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~~ability ~~report on Form 10-K for the year ended December 31, 2024. While it is not possible~~ to ~~identify~~raise ~~all~~additional ~~factors, we~~capital ~~continue~~ to ~~face~~fund ~~many~~future ~~risks~~capital ~~and uncertainties including, but not limited to:~~expenditures;

● ~~declines~~our ability to generate sufficient cash flow from operations, borrowings or ~~volatility~~other insources ~~the~~to ~~prices~~enable weus ~~receive~~to ~~for~~fully develop and produce our oil and natural gas properties;

● ~~our~~general ~~ability~~economic toconditions, ~~raise~~whether ~~additional~~internationally, ~~capital~~nationally toor ~~fund~~in ~~future~~the ~~capital~~regional ~~expenditures~~and local market areas in which we do business;

● ~~our~~risks ~~ability~~associated towith ~~generate~~drilling, ~~sufficient~~including ~~cash~~completion ~~flow from operations~~risks, ~~borrowings~~cost oroverruns ~~other sources to enable us to fully develop~~ and ~~produce~~the ~~our~~drilling ~~oil~~of ~~and~~non-economic ~~natural~~wells ~~gas~~or ~~properties~~dry holes;

● ~~general~~uncertainties ~~economic~~associated ~~conditions,~~with ~~whether~~estimates ~~internationally,~~of ~~nationally~~proved oroil ~~in the regional~~ and ~~local~~natural ~~market~~gas ~~areas in which we do business~~reserves;

● ~~risks~~the ~~associated~~presence ~~with~~or ~~drilling,~~recoverability ~~including~~of ~~completion~~estimated ~~risks,~~oil ~~cost~~and ~~overruns~~natural gas reserves and the ~~drilling~~actual offuture ~~non-economic~~production ~~wells~~rates orand ~~dry~~associated ~~holes~~costs;

● ~~uncertainties~~risks and liabilities associated with ~~estimates~~acquired ofcompanies ~~proved oil~~ and ~~natural gas reserves~~properties;

● ~~the~~risks ~~presence~~related orto ~~recoverability of estimated oil and natural gas reserves and~~ the ~~actual~~integration ~~future~~of ~~production~~acquired ~~rates~~companies and ~~associated costs~~properties;

● ~~risks~~potential ~~and~~defects ~~liabilities~~in ~~associated~~title ~~with~~to ~~acquired~~our ~~companies and~~ properties;

● ~~risks~~cost ~~related~~and toavailability ~~the~~of ~~integration~~drilling ofrigs, ~~acquired~~equipment, ~~companies~~supplies, personnel, and ~~properties~~oilfield services;

● ~~potential~~geological ~~defects~~concentration inof ~~title to~~ our ~~properties~~reserves;

● ~~cost~~environmental ~~and~~or ~~availability~~other ofgovernmental ~~drilling rigs~~regulations, ~~equipment,~~including ~~supplies,~~the ~~personnel,~~legislation ~~and~~of ~~oilfield~~hydraulic ~~services~~fracture stimulation;

~~● geological concentration of our reserves;~~17

● ~~environmental~~our orability ~~other~~to ~~governmental~~secure ~~regulations,~~firm ~~including~~transportation for oil and natural gas we produce and to sell the ~~legislation~~oil ofand ~~hydraulic~~natural ~~fracture~~gas ~~stimulation~~at market prices;

18 ● exploration and development risks;

● ~~our~~management’s ability to ~~secure~~execute ~~firm~~our ~~transportation~~plans ~~for oil and natural gas we produce and~~ to ~~sell~~meet ~~the~~our ~~oil and natural gas at market prices~~goals;

● ~~exploration~~our ~~and~~ability ~~development~~to ~~risks~~retain key members of our management team on commercially reasonable terms;

● ~~management’s~~the ~~ability~~occurrence toof ~~execute~~cybersecurity ~~our~~incidents, ~~plans~~attacks toor ~~meet~~other breaches to our ~~goals~~information technology systems or on systems and infrastructure used by the oil and gas industry;

● ~~our~~weather ~~ability to retain key members of our management team on commercially reasonable terms~~conditions;

● ~~the~~effectiveness ~~occurrence~~ of ~~cybersecurity incidents, attacks or other breaches to~~ our ~~information~~internal ~~technology~~control ~~systems~~over orfinancial ~~on systems and infrastructure used by the oil and gas industry~~reporting;

● ~~weather~~actions ~~conditions~~or inactions of third-party operators of our properties;

● ~~effectiveness~~costs ofand ~~our~~liabilities ~~internal~~associated ~~control~~with ~~over~~environmental, ~~financial~~health ~~reporting~~and safety laws;

● ~~actions~~our orability ~~inactions~~to offind ~~third-party~~and ~~operators~~retain ofhighly ~~our~~skilled ~~properties~~personnel;

● ~~costs~~operating ~~and~~hazards ~~liabilities~~attendant ~~associated~~to ~~with~~the ~~environmental,~~oil ~~health~~ and ~~safety~~natural ~~laws~~gas business;

● ~~our~~competition ~~ability~~in tothe ~~find~~oil and ~~retain~~natural ~~highly~~gas ~~skilled personnel~~industry;

● ~~operating~~evolving ~~hazards~~geopolitical ~~attendant~~and tomilitary ~~the~~hostilities ~~oil~~in ~~and~~the ~~natural~~Middle ~~gas business~~East;

● ~~competition~~economic ~~in the oil~~ and ~~natural~~competitive ~~gas industry~~conditions;

● ~~evolving~~lack ~~geopolitical~~of ~~and~~available ~~military hostilities in the Middle East~~insurance;

● ~~economic~~cash flow and ~~competitive~~anticipated ~~conditions~~liquidity;

● ~~lack~~the ofother ~~available~~factors ~~insurance;~~discussed under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

●Forward-looking ~~cash~~statements speak ~~flow~~only ~~and~~as ~~anticipated~~to ~~liquidity;~~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 ~~the~~may also be other ~~factors~~risks ~~discussed~~and ~~under~~uncertainties ~~“Risk~~that ~~Factors”~~we inare ~~our~~unable ~~Annual~~to ~~Report~~predict onat ~~Form~~this ~~10-K~~time ~~for~~or ~~the~~that ~~fiscal~~we ~~year~~do ~~ended~~not ~~December~~now ~~31,~~expect ~~2024~~to have a material adverse impact on our business.

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.Overview

~~There may~~CoJax ~~also~~is bea ~~other~~growth-oriented ~~risks~~independent exploration and ~~uncertainties~~production ~~that~~company webased ~~are~~in ~~unable~~Shreveport, toLouisiana, ~~predict~~and atis ~~this~~engaged ~~time~~in oroil ~~that~~and wenatural dogas ~~not~~development, ~~now~~production, acquisition, ~~expect~~and toexploration ~~have~~activities acurrently ~~material adverse~~focused ~~impact~~ on ~~our~~the ~~business~~Gulf States Drill Region.

~~Overview~~Business Description and Plan of Operation

CoJax is acurrently ~~growth-oriented~~engaged ~~independent~~in ~~exploration~~oil and ~~production~~natural gas ~~company~~acquisition, ~~based in Shreveport~~exploration, ~~Louisiana~~development, and isproduction ~~engaged~~ in ~~oil~~Mississippi and Alabama. We focus on developing our existing properties ~~natural~~while ~~gas~~continuing ~~development,~~to ~~production,~~pursue ~~acquisition,~~acquisitions of oil and ~~exploration~~gas ~~activities~~properties ~~currently~~with ~~focused~~upside onpotential in the Gulf States Drill Region.

~~Business~~Our goal is to increase stockholder value ~~Description~~by investing in oil and ~~Plan~~natural gas projects with attractive rates of ~~Operation~~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.

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.18

~~Our goal~~Executive isSummary to- ~~increase~~Second ~~stockholder~~Quarter ~~value by investing in oil and natural gas projects with attractive rates of return on capital~~2025 ~~employed.~~Developments ~~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.Highlights

19 Risks and Uncertainties

~~Executive~~The oil and natural gas industry is a global ~~Summary~~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 ~~Second~~conflict in ~~Quarter~~the ~~2025~~Middle ~~Developments~~East), fluctuations in worldwide commodity demand, and ~~Highlights~~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.

~~Risks~~Results of Operations – For the Three and ~~Uncertainties~~Nine Months Ended September 30, 2025, and 2024

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.

	For the Three Months Ended September 30,												For the Nine Months Ended September 30,
							Change			Change									Change			Change
	2025			2024			Amount			%			2025			2024			Amount			%
Revenues	$	212,868		$	250,619		$	(37,751	)		(15.1)	%	$	784,714		$	750,678		$	34,036			4.5	%
Lease operating expenses		143,715			110,318			33,397			30.3	%		367,340			273,801			93,539			34.2	%
General & administrative expenses		135,813			205,508			(69,695	)		(33.9)	%		614,394			730,054			(115,660	)		(15.8	%)
Depletion and accretion on discounted liabilities		90,757			83,978			6,779			8.1	%		308,537			273,634			34,903			12.8	%
Loss from operations		(157,417	)		(149,185	)		(8,232	)		5.5	%		(505,557	)		(526,811	)		21,254			(4.0	%)
Interest expense, net		(288	)		(573	)		285			(49.7)	%		(1,015	)		(871	)		(144	)		16.5	%
Net loss	$	(157,705	)	$	(149,758	)	$	(7,947	)		5.3	%		(506,572	)		(527,682	)		21,110			(4.0	%)

~~Results of Operations – For the Three and Six Months Ended June 30, 2025, and 2024~~Revenues

	For the Three Months Ended June 30,												For the Six Months Ended June 30,
							Change			Change									Change			Change
	2025			2024			Amount			%			2025			2024			Amount			%
Revenues	$	233,624		$	318,007		$	(84,383	)		(26.5)	%	$	571,847		$	500,060		$	71,787			14.4	%
Lease operating expenses		126,385			116,142			10,243			8.8	%		223,625			163,483			60,142			36.8	%
General & administrative expenses		204,253			170,522			33,731			19.8	%		478,583			524,692			(46,109	)		(8.8	%)
Depletion and accretion on discounted liabilities		106,804			105,704			1,100			1.0	%		217,779			189,655			28,124			14.8	%
Loss from operations		(203,818	)		(74,361	)		(129,457	)		174.1	%		(348,140	)		(377,770	)		29,630			(7.8	%)
Interest expense, net		(243	)		(77	)		(166	)		215.6	%		(727	)		(154	)		(573	)		372.1	%
Net loss	$	(204,061	)	$	(74,438	)	$	(129,623	)		174.1	%		(348,867	)		(377,924	)		29,057			(7.7	%)

Revenues were $212,868 and $784,714 for the three and nine months ended September 30, 2025, compared to $250,619 and $750,678 for the three and nine months ended September 30, 2024. The decrease in revenue of 15.1% for the three months ended September 30, 2025, compared to the same period in 2024, was primarily driven by a decrease in the average sale price for crude oil. The increase in revenue of 4.5% for the nine months ended September 30, 2025, compared to the same period in 2024, was primarily driven by production in the Liberty and Pine Grove Assets during the first quarter of 2025, which were acquired in May 2024 and August 2024, respectively.

~~Revenues~~Lease Operating Expenses

~~Revenues~~ Lease operating expenses were $~~233~~143,~~624~~ 715 and $~~571~~367,~~847~~340 for the three and ~~six~~nine months ended ~~June~~September 30, 2025, compared to $~~318~~110,~~007~~318 and $~~500~~273,~~060~~801 for the three ~~six months~~and nine months ended ~~June~~September 30, 2024., ~~The~~representing ~~decrease~~an inincrease ~~revenue~~ of 2630.53% ~~for~~or ~~the~~$33,397 ~~three~~and ~~months~~34.2% ~~ended~~or ~~June 30~~$93,539, ~~2025 compared to the same period in 2024 was primarily driven by a decrease in the average sale price for crude oil~~respectively. The increase in ~~revenue of 14.4%~~ expense for ~~the~~both ~~six months~~periods ~~ended~~presented ~~June 30, 2025 compared to the same period in 2024~~ was primarily ~~driven~~attributable byto ~~production in~~ the Liberty and Pine Grove ~~Assets~~ ~~during the first quarter of 2025, which were acquired in May 2024 and August 2024, respectively~~Assets.

~~Lease Operating Expenses~~19

~~Lease operating~~Loss ~~expenses~~from were $126,385 and $223,625 for the three and six months ended June 30, 2025, compared to $116,142 and $163,483 for the three and six months ended June 30, 2024, representing an increase of 8.8% or $10,243 and 36.8% or $60,142, respectively. The increase in expense for both periods presented was primarily attributable to the Liberty and Pine Grove Assets.Operations

20 Total operating loss was $157,417 and $149,185 for the three months ended September 30, 2025 and 2024, respectively. The increased loss was driven by a decrease in revenues during the third quarter.

~~Loss~~Total operating loss was $505,557 and $526,811 for the nine ~~from~~months ~~Operations~~ended September 30, 2025 and 2024, respectively. The decreased loss was primarily driven by revenues earned in the first quarter of 2025, lending to a net increase in revenue for the nine-month period, and an increase in lease operating expenses. These increases were partially offset by a decrease of $115,660 in general and administrative expenses driven by a reduction in payroll expenses.

~~Total operating~~Other ~~loss was $203~~Expense,~~818~~ and $74,361 for the three months ended June 30, 2025 and 2024, respectively. The increased loss was driven by a decrease in revenues during the second quarter and an increase in lease operating expenses and general and administrative expenses. The change in general and administrative expenses corresponded to an increase in professional service fees.Net

~~Total operating~~Other ~~loss~~expense, net was $~~348,140~~288 and $~~377~~1,~~770~~ 015 for the ~~six~~three and nine months ended ~~June~~September 30, 2025 ~~and 2024~~, ~~respectively.~~as ~~The~~compared ~~decreased loss was primarily driven by revenues earned in the first quarter of 2025, lending~~ to a$573 ~~net~~and ~~increase~~$871 ~~in revenue~~ for the ~~six-month~~three ~~period,~~ and annine ~~increase~~months inended ~~lease~~September 30, ~~operating expenses. These increases were partially offset by a decrease of $46~~2024,~~109~~ indue ~~general~~to ~~and~~an ~~administrative expenses~~increase ~~driven by a reduction~~ in ~~payroll~~interest ~~expenses~~expense.

~~Other Expense,~~ Net Loss

~~Other expense,~~As ~~net~~a ~~was~~result ~~$243~~of ~~and~~the ~~$727~~above factors, for the three and ~~six~~nine months ended ~~June~~September 30, 2025, the Company had a net loss of $157,705 and $506,572 as compared to a net loss of $77149,758 and $~~154~~527,682 for the three and ~~six~~ nine months ended ~~June~~September 30, 2024~~, due to an increase in interest expense~~.

~~Net~~Sales volumes and commodity prices ~~Loss~~received

~~As a~~The ~~result~~following oftable ~~the~~presents ~~above~~our ~~factors,~~sales volumes ~~for the three~~ and ~~six~~received ~~months~~pricing ~~ended~~information ~~June~~for ~~30, 2025,~~ the ~~Company~~three ~~had a net loss of $204,061~~ and ~~$348,867 as~~nine ~~compared~~month toperiods aended ~~net~~September ~~loss of $74~~30,~~438~~ ~~and $377~~2025,~~924~~ ~~for the three~~ and ~~six months ended June 30,~~ 2024.:

Sales volumes and commodity prices received

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2025		2024		2025		2024
Oil volume (Bbls)		3,108		3,523		11,490		10,249
Natural gas volume (Mcf)		—		—		—		225
Total Production (Boe)		3,108		3,523		11,490		10,287

Average Sales Price:
Oil price (per Bbl)	$	62.97	$	70.56	$	67.17	$	92.92
Gas price (per Mcf)		—		—		—		4.16
Total per BOE	$	62.97	$	70.56	$	67.17	$	92.67

~~The following~~Liquidity ~~table presents our sales volumes~~ and ~~received~~Capital ~~pricing information for the three and six month periods ended June 30, 2025, and 2024:~~Resources

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2025		2024		2025		2024
Oil volume (Bbls)		3,994		3,778		8,430		6,726
Natural gas volume (Mcf)		—		—		—		225
Total Production (Boe)		3,994		3,778		8,430		6,764
Average Sales Price:
Oil price (per Bbl)	$	59.41	$	79.05	$	69.71	$	77.42
Gas price (per Mcf)		—		—		—		4.16
Total per BOE	$	59.41	$	79.05	$	69.71	$	77.18

Sources of Liquidity

~~Liquidity~~The Company had cash on hand of $71,119 at September 30, 2025 compared to $46,738 at December 31, 2024. For the nine months ended September 30, 2025, the Company had net cash provided by operating activities of $31,938 compared to $59,219 provided by operating activities for the same period of 2024. The decrease in cash provided by operating activities was driven by the lack of common stock issuances for services and ~~Capital~~salaries during ~~Resources~~the period, and by a net loss increase.

~~Sources~~Net cash used in investing activities was of$0 ~~Liquidity~~for the nine months ended September 30, 2025, and September 30, 2024.

~~The Company~~Net ~~had~~ cash onused ~~hand~~in offinancing ~~$63,529~~activities ~~at June 30, 2025 compared to~~ was $467,~~738~~557 atfor ~~December 31, 2024. For~~ the ~~six~~nine months ended ~~June~~September 30, 2025, ~~the~~compared ~~Company~~to ~~had~~ net cash ~~provided~~used byin ~~operating~~financing activities of $217,~~822~~477 ~~compared to $45,974 provided by operating activities~~ for the same period in of 2024. ~~The decrease in cash provided by operating activities was driven by the lack of common stock issuances for services and salaries during the period, partially offset by a $29,057 net loss decrease.~~

~~Net cash used in investing activities was $0 for the six months ended June 30, 2025, and June 30, 2024.~~20

~~Net cash~~Capital ~~used~~Resources ~~in financing activities was $5,031~~ for ~~the~~Future ~~six~~Acquisition ~~months~~and ~~ended June 30, 2025, compared to net cash used in financing activities~~Development ~~of $4,977 for the same period in 2024.~~Opportunities

21 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.

~~Capital Resources~~Effects ~~for~~of ~~Future~~Inflation ~~Acquisition~~ and ~~Development Opportunities~~Pricing

WeThe oil and natural gas industry is very ~~continuously~~cyclical ~~evaluate~~and ~~potential~~the ~~acquisitions~~demand for goods and ~~development~~services ~~opportunities~~of oil field companies, suppliers, and others associated with the industry puts pressure on the economic stability and pricing structure within the industry. ToTypically, as prices for oil and natural gas increase, so do all associated costs. Material changes in prices impact the ~~extent~~current ~~possible~~revenue stream, weestimates ~~intend~~of tofuture ~~acquire~~reserves, ~~producing~~borrowing ~~properties~~base calculations of bank loans, and~~/or~~ ~~developed~~the ~~undrilled~~value of properties ~~rather~~in ~~than~~purchase ~~exploratory~~and ~~properties~~sale transactions. WeMaterial dochanges ~~not~~in ~~intend~~prices tocan impact ~~limit~~the ~~our~~value ~~evaluation~~ of oil and natural gas companies and their ability to ~~any~~raise ~~one~~capital, ~~state~~borrow money and retain personnel. We ~~presently~~anticipate business ~~have~~costs nowill ~~intention~~vary toin ~~evaluate~~accordance ~~offshore~~with ~~properties~~commodity orprices ~~properties~~for ~~located~~oil ~~outside~~and ofnatural gas, and the ~~United~~associated ~~States~~increase or decrease in demand for services related to production and exploration.

~~Effects of~~Off ~~Inflation~~Balance ~~and~~Sheet ~~Pricing~~Arrangements

The ~~oil~~ ~~and~~Company ~~natural~~does ~~gas~~not ~~industry~~have isany ~~very cyclical and the demand for goods and services of oil field companies, suppliers, and others~~off-balance ~~associated~~sheet ~~with the industry puts pressure on the economic stability and pricing structure within the industry. Typically~~arrangements, ~~as prices for oil~~ and ~~natural~~it ~~gas~~is ~~increase,~~not soanticipated dothat ~~all associated costs. Material changes in prices impact~~ the ~~current~~Company 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~~enter ininto ~~accordance~~any ~~with~~off-balance ~~commodity~~sheet ~~prices for oil and natural gas, and the associated increase or decrease in demand for services related to production and exploration~~arrangements.

~~Off Balance~~Disclosures ~~Sheet~~About ~~Arrangements~~Market Risks

~~The~~Like other natural resource producers, the Company ~~does~~faces ~~not~~certain ~~have~~unique ~~any~~market ~~off-balance~~risks ~~sheet~~associated ~~arrangements,~~with the exploration and itproduction isof ~~not~~oil ~~anticipated~~and ~~that~~natural gas. The most salient risk factors are the ~~Company~~volatile ~~will~~prices ~~enter~~of ~~into~~oil ~~any~~and ~~off-balance~~gas, operational risks, the ability to integrate properties and businesses, and ~~sheet~~certain ~~arrangements~~environmental concerns and obligations.

~~Disclosures About~~Oil ~~Market~~and ~~Risks~~Gas Prices

~~Like~~The price we receive for our oil and natural ~~other~~gas will heavily influence our revenue, profitability, access to capital, and future rate of growth. Oil and natural ~~resource~~gas ~~producers~~are commodities and, ~~the~~therefore, ~~Company~~their ~~faces~~prices ~~certain~~are ~~unique~~subject ~~market~~to ~~risks~~wide ~~associated~~fluctuations ~~with~~in ~~the~~response ~~exploration~~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, ofthe following: worldwide and regional economic conditions impacting the global supply and demand for oil and natural gas.; ~~The~~the ~~most~~price and ~~salient~~quantity ~~risk~~of ~~factors~~imports ~~are~~of ~~the~~foreign ~~volatile~~oil ~~prices~~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, ~~operational~~natural ~~risks~~disasters, ~~the~~and ~~ability~~public health threats; governmental regulations; speculation as to ~~integrate~~the ~~properties~~future price of oil and ~~businesses,~~the speculative trading of oil and ~~certain~~natural gas futures contracts; price and availability of competitors’ supplies of oil and natural gas; energy conservation and environmental ~~concerns~~measures; technological advances affecting energy consumption; the price and ~~obligations~~availability of alternative fuels and energy sources; and domestic and international drilling activity.

~~Oil and Gas Prices~~21

~~The price~~A wesubstantial ~~receive~~or ~~for~~extended ~~our~~decline ~~oil~~in ~~and natural gas will heavily influence our revenue, profitability, access to capital, and future~~oil ~~rate~~or ~~of growth. Oil and~~ natural gas ~~are commodities and, therefore, their~~ prices ~~are~~may ~~subject~~result ~~to wide fluctuations~~ in ~~response to~~impairments ~~relatively~~of ~~minor changes in supply and demand. The prices we receive for~~ our ~~production~~proved ~~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~~properties ~~price~~ and ~~quantity~~may ofmaterially ~~imports of foreign oil~~ and ~~natural~~adversely ~~gas;~~affect ~~the level of global~~our ~~oil~~future ~~and~~business, ~~natural~~financial gas inventories; localized supply and demand fundamentals; the availability of refining capacity; price and availability of transportation and pipeline systems with adequate capacity; weather conditionscondition, ~~natural~~cash ~~disasters~~flows, and ~~public~~results ~~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 activityoperations.

22 Transportation of Oil and Natural Gas

ACoJax is presently committed to using the ~~substantial~~services orof ~~extended~~the ~~decline~~existing gatherers in ~~oil~~its orpresent ~~natural~~areas ~~gas~~of ~~prices~~production. ~~may~~This ~~result~~gives insuch ~~impairments~~gatherers ofcertain ~~our~~short-term ~~proved~~relative ~~oil~~monopolistic powers ~~and~~to ~~gas~~set ~~properties~~gathering and transportation costs. Obtaining the services of an alternative gathering company would require substantial ~~may~~additional ~~materially~~costs ~~and~~since ~~adversely~~an ~~affect~~alternative ~~our~~gatherer ~~future~~would ~~business,~~be ~~financial~~required ~~condition,~~to ~~cash~~lay ~~flows,~~a new pipeline and/or ~~results~~obtain ofnew ~~operations~~rights-of-way.

~~Transportation of~~Competition in the Oil and Natural Gas Industry

~~CoJax is~~We ~~presently~~operate ~~committed~~in toa ~~using~~highly ~~the~~competitive ~~services~~environment for ofdeveloping ~~the~~and ~~existing~~acquiring ~~gatherers~~properties, inmarketing ~~its~~oil ~~present~~and ~~areas~~natural ofgas, ~~production.~~and ~~This~~securing ~~gives~~equipment ~~such~~and ~~gatherers~~trained personnel. As a relatively ~~certain~~small ~~short-term~~oil ~~relative~~and ~~monopolistic~~natural ~~powers~~gas tocompany, ~~set~~many ~~gathering~~large producers possess and ~~transportation~~employ ~~costs~~financial, technical, and personnel resources substantially greater than ours. ~~Obtaining~~Those ~~the~~companies ~~services~~may ofbe anable ~~alternative~~to develop and acquire more prospects and productive properties than our financial ~~gathering~~or ~~company~~personnel ~~would~~resources ~~require~~permit. ~~substantial~~It ~~additional~~is ~~costs~~also ~~since~~significant anthat ~~alternative~~more ~~gatherer~~favorable ~~would~~prices becan ~~required~~usually tobe ~~lay~~negotiated afor ~~new~~larger ~~pipeline~~quantities of oil and/or ~~obtain~~gas ~~new~~products, ~~rights-of-way~~such that CoJax views itself as having a price disadvantage compared to larger producers.

~~Competition in~~Retention ~~the~~of ~~Oil~~Key ~~and Natural Gas Industry~~Personnel

We ~~operate~~ independ to a ~~highly~~large ~~competitive~~extent ~~environment~~on ~~for~~the ~~developing~~services of ~~and~~our ~~acquiring~~officers. ~~properties,~~These ~~marketing~~individuals ~~oil~~have ~~and~~extensive ~~natural~~experience ~~gas,~~in ~~and~~the ~~securing equipment~~energy ~~and~~industry, ~~trained~~as ~~personnel.~~well Asas aexpertise ~~relatively~~in ~~small~~evaluating and analyzing producing oil and natural gas ~~company~~properties and drilling prospects, ~~many~~maximizing ~~large~~production ~~producers~~from ~~possess~~oil and ~~employ~~natural ~~financial~~gas properties, and ~~technical,~~developing and ~~personnel~~executing ~~resources~~financing ~~substantially greater than ours~~strategies. ~~Those~~The ~~companies~~loss ~~may~~of beany ~~able~~of tothese ~~develop~~individuals ~~and~~could ~~acquire~~have ~~more~~a ~~prospects and~~material ~~productive~~adverse ~~properties~~effect ~~than~~on our operations ~~financial~~and orbusiness ~~personnel resources permit~~prospects. ItOur issuccess ~~also~~may ~~significant that more favorable prices can usually~~ be ~~negotiated~~dependent ~~for~~on ~~larger~~our ~~quantities~~ability ofto ~~oil~~continue ~~and/or~~to ~~gas products~~hire, ~~such~~retain ~~that~~and ~~CoJax~~utilize ~~views itself as having a price disadvantage~~skilled ~~compared~~executive toand ~~larger~~technical ~~producers~~personnel.

~~Retention of~~Environmental ~~Key~~and ~~Personnel~~Regulatory Risks

~~We depend~~Our business and operations are subject to aand ~~large~~impacted ~~extent~~by ona ~~the~~wide ~~services~~array of ~~our~~federal, ~~officers.~~state, ~~These~~and ~~individuals~~local ~~have~~laws ~~extensive~~and ~~experience~~regulations ingoverning the ~~energy~~exploration ~~industry~~for and development, asproduction, ~~well~~and asmarketing ~~expertise~~of inoil ~~evaluating~~ and ~~analysing~~natural ~~producing~~gas, the operation of oil and natural gas ~~properties~~wells, taxation, and environmental and safety matters. Many laws and regulations require drilling ~~prospects~~permits and govern the spacing of wells, ~~maximizing~~rates of production ~~from~~, ~~oil~~water, waste use and ~~natural~~disposal, ~~gas~~prevention ~~properties~~of waste hydraulic fracturing, and ~~developing~~other matters. From time to time, regulatory agencies have imposed price controls and ~~executing~~limitations ~~financing~~on ~~strategies.~~production ~~The~~in ~~loss~~order ofto ~~any~~conserve supplies of ~~these~~oil ~~individuals~~and ~~could have~~natural agas. ~~material~~In ~~adverse~~addition, ~~effect~~the onproduction, handling, ~~our~~storage, ~~operations~~transportation, and ~~business~~disposal ~~prospects.~~of ~~Our~~oil ~~success~~and ~~may~~natural begas, ~~dependent~~byproducts onthereof, ~~our~~and ~~ability~~other tosubstances ~~continue~~and materials toproduced ~~hire,~~or ~~retain~~used in connection with oil and ~~utilize~~natural ~~skilled~~gas ~~executive~~operations are subject to regulation under federal, state, and ~~technical~~local ~~personnel~~laws and regulations.

~~Environmental~~Compliance with these regulations may constitute a significant cost and ~~Regulatory~~effort ~~Risks~~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.

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.22

~~Compliance with~~In ~~these~~the ~~regulations~~event ~~may~~of ~~constitute~~ a ~~significant~~violation ~~cost~~of ~~and~~environmental regulations, ~~effort~~these ~~for~~environmental ~~CoJax.~~regulatory Toagencies ~~date,~~have noa ~~specific~~broad ~~accounting~~range ~~for~~of ~~environmental compliance~~alternative ~~has been maintained~~ or ~~projected~~cumulative byremedies ~~CoJax.~~including ~~CoJax~~ordering a ~~does~~cleanup ~~not~~of ~~presently~~any ~~know~~spills ofor ~~any~~waste ~~environmental~~material ~~demands,~~and ~~claims,~~restoration ~~adverse actions,~~of ~~litigation,~~the soil or ~~administrative~~water ~~proceedings~~to inconditions ~~which~~existing itprior orto the ~~acquired~~environmental violation; ~~properties~~fines; ~~are~~or ~~involved~~enjoining orfurther ~~subject~~drilling, tocompletion or ~~arising out~~production ~~of its predecessor operations~~activities.

23 Going Concern

~~In the~~There ~~event~~can ofbe ano ~~violation~~assurance ofthat ~~environmental~~the ~~regulations,~~Company will ~~these~~be ~~environmental~~able ~~regulatory~~to ~~agencies~~achieve ~~have~~its abusiness ~~broad~~plan, ~~range~~raise ofadditional ~~alternative~~ capital, or ~~cumulative~~secure ~~remedies~~the ~~including~~additional ~~ordering~~financing anecessary ~~cleanup~~to ofimplement its ~~any~~current ~~spills~~operating orplan. ~~waste~~The ~~material~~accompanying ~~and~~financial ~~restoration~~statements ofdo ~~the~~not ~~soil~~include orany ~~water~~adjustments tothat ~~conditions existing~~might ~~prior~~be tonecessary if the Company ~~environmental~~is ~~violation;~~unable ~~fines;~~to orcontinue ~~enjoining~~as ~~further~~a ~~drilling,~~going ~~completion or production activities~~concern.

~~Going~~The Company has yet to achieve profitable ~~Concern~~operations, expects to incur further losses in the development of its business, has only recently begun producing positive cash flows from operating activities, and is dependent upon future issuances of equity or other financings to fund ongoing operations, all of which raises substantial doubt about the Company’s ability to continue as a going concern. 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 developed a capital investment proposal plan and is currently pursuing funding opportunities; however, there is no assurance of additional funding being available or on acceptable terms, if at all.

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.23

~~The Company~~Item has yet to achieve profitable operations, expects to incur further losses in the development of its business, has only recently begun producing positive cash flows from operating activities, and is dependent upon future issuances of equity or other financings to fund ongoing operations, all of which raises substantial doubt about the Company’s ability to continue as a going concern3. ~~The~~Quantitative 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~~Qualitative ~~its~~Disclosures ~~liabilities arising~~About ~~from~~Market normal business operations when they come due. Management has developed a capital investment proposal plan and is currently pursuing funding opportunities; however, there is no assurance of additional funding being available or on acceptable terms, if at all.Risk

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

Item 3 4. ~~Quantitative~~Controls and ~~Qualitative Disclosures About Market Risk~~Procedures

~~We are~~Evaluation aof ~~smaller~~disclosure ~~reporting~~controls ~~company~~ and ~~are not required to provide this information.~~procedures

~~Item~~Our management, with the participation 4of William R. ~~Controls~~Downs, our principal executive officer, and ~~Procedures~~Jeffrey J. Guzy, our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2025, 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.

~~Evaluation~~Based on management’s evaluation, ofMessrs. 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.

~~Our management,~~We ~~with~~will ~~the~~continue ~~participation~~to ofmonitor ~~William R. Downs, our principal executive officer,~~ and ~~Jeffrey J. Guzy, our principal financial~~evaluate ~~officer, evaluated~~ the effectiveness of our disclosure controls and procedures ~~as of June 30, 2025, the end of the period covered by this Quarterly Report, pursuant to Rule 13a-15 under the Exchange Act. In designing~~ and ~~evaluating~~our ~~the~~internal ~~disclosure~~ controls ~~and~~ ~~procedures,~~over ~~management~~financial ~~recognizes~~reporting ~~that~~on ~~any~~an ~~controls~~ongoing basis and ~~procedures,~~are nocommitted ~~matter~~to ~~how~~taking ~~well~~further ~~designed~~action and ~~operated,~~implementing ~~can~~additional ~~provide only~~enhancements ~~reasonable~~or ~~assurance of achieving the desired control objectives. In addition~~improvements, ~~the~~as ~~design~~necessary ~~of disclosure controls~~ and ~~procedures must~~as ~~reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating~~funds ~~the benefits of possible controls and procedures relative to their costs~~allow.

~~Based on~~Changes ~~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~~internal ~~that~~control ~~information~~over 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.~~reporting

We ~~will~~ ~~continue~~regularly toreview ~~monitor~~our ~~and~~system ~~evaluate~~of ~~the~~internal control ~~effectiveness~~over offinancial ~~our~~reporting ~~disclosure~~and ~~controls~~make ~~and~~changes ~~procedures~~to our processes and ~~our~~systems ~~internal~~to improve controls ~~over~~and increase efficiency, while ~~financial~~ensuring ~~reporting~~that onwe maintain an ~~ongoing~~effective ~~basis~~internal ~~and~~control ~~are~~environment. ~~committed~~Changes tomay ~~taking~~include ~~further~~such ~~action~~activities ~~and~~as implementing ~~additional~~new, ~~enhancements or~~more ~~improvements~~efficient systems, asconsolidating ~~necessary~~activities, and asmigrating ~~funds allow~~processes.

~~Changes~~ There were no changes in our internal control over financial reporting that occurred during the three months ended September 30, 2025, that have materially affected or are reasonably likely to materially affect, our 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.24

~~There were~~PART noII ~~changes~~– inOTHER our internal control over financial reporting that occurred during the three months ended June 30, 2025, that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.INFORMATION

25 Item 1. Legal Proceedings

~~PART~~There are no pending legal proceedings IIto –which ~~OTHER~~the ~~INFORMATION~~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 1 1A. ~~Legal~~Risk ~~Proceedings~~Factors

~~There~~ We are ~~no pending legal proceedings to which the Company is~~ a ~~party~~smaller orreporting ~~in which any director~~company, ~~officer or affiliate of the Company,~~as ~~any~~defined ~~owner~~by ofRule ~~record~~12b-2 ~~or beneficially~~ of ~~more than 5% of any class of voting securities of~~ the ~~Company~~Exchange Act, orand ~~security~~are ~~holder~~not isrequired ~~a party adverse~~ to ~~the~~provide ~~Company or has a material interest adverse to~~ the ~~Company.~~information ~~The~~under ~~Company’s~~this ~~property is not the subject of any legal proceedings~~item.

Item 1A 2. ~~Risk~~Recent ~~Factors~~Sales of Unregistered Securities; Use of Proceeds from Registered Securities

~~We are~~There awere ~~smaller~~no ~~reporting~~sales ~~company,~~of asequity ~~defined~~securities sold during the period covered by ~~Rule~~this ~~12b-2~~Quarterly ofReport that were not registered under the ~~Exchange~~Securities Act, and ~~are~~were not ~~required~~previously reported toin ~~provide~~a ~~the~~Current ~~information under~~Report ~~this~~on ~~item~~Form 8-K filed by the Company.

Item 2 3. ~~Recent~~Defaults ~~Sales~~Upon ofSenior ~~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 Quarterly 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 CompanyNone.

~~On April~~Item ~~11, 2025, the Company issued 170,116 shares of Common Stock at $2~~4.00 ~~per~~Mine ~~share~~Safety ~~to Mr. Wellman in lieu of the accrued salary liability of $340,232 for services performed by Mr. Wellman in his previous role as Chief Financial Officer of the Company.~~Disclosures

~~The above~~Not issuance did not involve any underwriters, underwriting discounts or commissions or any public offering and we believe is exempt from the registration requirements of the Securities Act by virtue of Section 4(2) thereof as a transaction not involving a public offeringapplicable.

Item 3 5. ~~Defaults~~Other ~~Upon Senior Securities~~Information

None.

Item 4 6. ~~Mine Safety Disclosures~~Exhibits

~~Not applicable~~(a) The following documents are filed as exhibits to this Quarterly Report.

Item 5. Other Information

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

~~None~~* Filed herewith.

~~Item 6.~~** ~~Exhibits~~Furnished herewith.

~~(a) the following documents are filed as exhibits to this Quarterly Report.~~25

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

SIGNATURES

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

** Furnished herewith.

	CoJax Oil and Gas Corporation

Date: November 12, 2025	By:	/s/ William R. Downs
		William R. Downs
		Chief Executive Officer and President
		(Principal Executive Officer)

Date: November 12, 2025	By:	/s/ Jeffrey J. Guzy
		Jeffrey J. Guzy
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

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: August 13, 2025	By:	/s/ William R. Downs
		William R. Downs
		Chief Executive Officer and President
		(Principal Executive Officer)
Date: August 13, 2025	By:	/s/ Jeffrey J. Guzy
		Jeffrey J. Guzy
		Chief Financial Officer and Director
		(Principal Financial and Accounting Officer)

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