CoJax Oil & Gas Corp 10-Q for FY2024 Q3
CoJax Oil & Gas Corp (CJAX)
About this 10-Q
CoJax Oil & Gas Corp filed this 10-Q on November 14, 2024, covering the quarter ended September 30, 2024 (FY2024 Q3).
Headline figures
Quarter ended September 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $250.62K
- up 0.9% from $248.3K a year earlier
- Net loss
- $149.76K
- compared with net income of $13.14K a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended:
Commission
File Number:
(Exact Name of registrant as specified in its charter)
| (State
or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(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.
☒
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 ☐
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 ☐ |
| 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 ⌧
As of November 14, 2024, the registrant had one class of common stock of which shares were outstanding.
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CoJax Oil and Gas Corporation
Form 10-Q
For the Quarter Ended September 30, 2024
TABLE OF CONTENTS
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STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, need for financing, competitive position, and potential growth opportunities. Our forward-looking statements do not consider the effects of future legislation or regulations. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believes,” “intends,” “may,” “should,” “anticipates,” “expects,” “could,” “plans,” “estimates,” “projects,” “targets” or comparable terminology or by discussions of strategy or trends. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot give any assurances that these expectations will prove to be correct. Such statements by their nature involve risks and uncertainties that could significantly affect expected results, and actual future results could differ materially from those described in such forward-looking statements.
Among the factors that could cause actual future results to differ materially are the risks and uncertainties discussed in this report and in our annual report on Form 10-K for the year ended December 31, 2023. While it is not possible to identify all factors, we continue to face many risks and uncertainties including, but not limited to:
| ● | declines or volatility in the prices we receive for our oil and natural gas; |
| ● | our ability to raise additional capital to fund future capital expenditures; |
| ● | our ability to generate sufficient cash flow from operations, borrowings or other sources to enable us to fully develop and produce our oil and natural gas properties; |
| ● | general economic conditions, whether internationally, nationally or in the regional and local market areas in which we do business; |
| ● | risks associated with drilling, including completion risks, cost overruns and the drilling of non-economic wells or dry holes; |
| ● | uncertainties associated with estimates of proved oil and natural gas reserves; |
| ● | the presence or recoverability of estimated oil and natural gas reserves and the actual future production rates and associated costs; |
| ● | risks and liabilities associated with acquired companies and properties; |
| ● | risks related to the integration of acquired companies and properties; |
| ● | potential defects in title to our properties; |
| ● | cost and availability of drilling rigs, equipment, supplies, personnel, and oilfield services; |
| ● | geological concentration of our reserves; |
| ● | environmental or other governmental regulations, including the legislation of hydraulic fracture stimulation; |
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| ● | our ability to secure firm transportation for oil and natural gas we produce and to sell the oil and natural gas at market prices; |
| ● | exploration and development risks; |
| ● | management’s ability to execute our plans to meet our goals; |
| ● | our ability to retain key members of our management team on commercially reasonable terms; |
| ● | the occurrence of cybersecurity incidents, attacks or other breaches to our information technology systems or on systems and infrastructure used by the oil and gas industry; |
| ● | weather conditions; |
| ● | effectiveness of our internal control over financial reporting; |
| ● | actions or inactions of third-party operators of our properties; |
| ● | costs and liabilities associated with environmental, health and safety laws; |
| ● | our ability to find and retain highly skilled personnel; |
| ● | operating hazards attendant to the oil and natural gas business; |
| ● | competition in the oil and natural gas industry; |
| ● | evolving geopolitical and military hostilities in the Middle East; |
| ● | economic and competitive conditions; |
| ● | lack of available insurance; |
| ● | cash flow and anticipated liquidity; |
| ● | the other factors discussed under “Risk Factors” in our Annual Report |
Forward-looking statements speak only as to the date hereof. Except as otherwise required by applicable law, we disclaim any intention or obligation to update publicly or revise such statements whether as a result of new information, future events or otherwise.
There may also be other risks and uncertainties that we are unable to predict at this time or that we do not now expect to have a material adverse impact on our business.
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PART I – FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
The unaudited consolidated condensed financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain disclosures required by accounting principles generally accepted in the United States and normally included in Annual Reports on Form 10-K have been omitted. Although management believes that our disclosures are adequate to make the information presented not misleading, these unaudited consolidated condensed interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related footnotes included in its most recent Annual Report on Form 10-K.
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COJAX OIL AND GAS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
| September 30, 2024 | December 31, | |||||||
| (Unaudited) | 2023 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable | ||||||||
| Prepaid expenses | ||||||||
| Total Current Assets | ||||||||
| Properties and Equipment | ||||||||
| Oil and natural gas properties at cost | ||||||||
| Less: Accumulated depletion | ( |
( |
) | |||||
| Total Properties and Equipment, net | ||||||||
| Total Assets | ||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | |
|||||||
| Workover expense payable | |
|||||||
| Accrued salaries and payroll taxes | |
|||||||
| Current portion of notes payable | |
|||||||
| Notes payable – related party | |
|||||||
| Total Current Liabilities | ||||||||
| Long-term Liabilities | ||||||||
| Asset retirement obligations | |
|||||||
| Note payable, net of current portion | ||||||||
| Total Long-term Liabilities | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Equity | ||||||||
| Preferred stock, $ par value, current shares authorized, and Series A shares, $ par value issued and outstanding, at September 30, 2024 and December 31, 2023 respectively. | ||||||||
| Common stock, $ par value, current shares authorized, and shares issued and outstanding, at September 30, 2024 and December 31, 2023 respectively. |
|
|||||||
| Subscription payable | |
|||||||
| Additional paid-in capital | |
|||||||
| Accumulated deficit | ( |
( |
) | |||||
| Total Stockholders’ Equity | |
|||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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COJAX OIL AND GAS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| For the Three Months | For the Nine Months | |||||||||||||||
| Ended September 30, | Ended September 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Operating costs and expenses: | ||||||||||||||||
| Lease operating expenses | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Depletion and accretion on discounted liabilities | ||||||||||||||||
| Total operating costs and expenses | ||||||||||||||||
| Income (Loss) from Operations | ( | ) | ( | ) | ( | ) | ||||||||||
| Other expense: | ||||||||||||||||
| Interest expense, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total other expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net Income (Loss) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Net loss per common share – basic and diluted | $ | ) | $ | $ | ) | $ | ) | |||||||||
| Weighted average number of common shares outstanding during the period - basic | ||||||||||||||||
| Weighted average number of common shares outstanding during the period - diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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COJAX OIL AND GAS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(UNAUDITED)
| Preferred stock | Common stock | Subscriptions | Additional paid-in | Accumulated | Total Stockholder’s equity | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Payable | capital | deficit | (deficit) | |||||||||||||||||||||||||
| Balance, December 31, 2022 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
| Common stock issued for services | — | |||||||||||||||||||||||||||||||
| Cash received for stock subscriptions payable | — | — | ||||||||||||||||||||||||||||||
| Preferred stock issued for accrued officer compensation | — | |||||||||||||||||||||||||||||||
| Net (loss) for the three months ending March 31, 2023 | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, March 31, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
| Common stock issued for services | — | |||||||||||||||||||||||||||||||
| Net (loss) for the three months ending June 30, 2023 | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, June 30, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
| Common stock issued for services | — | |||||||||||||||||||||||||||||||
| Net Income (loss) for the three months ending September 30, 2023 | — | — | ||||||||||||||||||||||||||||||
| Balance, September 30, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
| Common stock issued for services | — | |||||||||||||||||||||||||||||||
| Conversion of preferred stock to common stock | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Net (loss) for the three months ending March 31, 2024 | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
| Common stock issued for acquisitions | — | |||||||||||||||||||||||||||||||
| Net (loss) for the three months ending June 30, 2024 | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
| Common stock issued for acquisitions | — | |||||||||||||||||||||||||||||||
| Net (loss) for the three months ending September 30, 2024 | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, September 30, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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COJAX OIL AND GAS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| For the Nine Months Ended September 30, | 2024 | 2023 | ||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operations: | ||||||||
| Depletion expense | ||||||||
| Accretion of asset retirement obligation | ||||||||
| Common stock issued for services and salaries | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Prepaid expense | ( | ) | ( | ) | ||||
| Accounts payable and accrued liabilities | ||||||||
| Net cash provided by (used in) operating activities | ( | ) | ||||||
| Cash flows from investing activities: | — | — | ||||||
| Cash flows from financing activities: | ||||||||
| Payments of loans payable – related party | ( | ) | ||||||
| Payments of loan payable - SBA PPP loan | ( | ) | ( | ) | ||||
| Proceeds from the issuance of common stock | ||||||||
| Net cash used in financing activities | ( | ) | ( | ) | ||||
| Net increase (decrease) in cash | ( | ) | ||||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
| Supplemental disclosure of non-cash activities: | ||||||||
| Cash paid for interest and taxes | $ | $ | ||||||
| Supplemental disclosure of non-cash investing and financing activities: | ||||||||
| Preferred shares issued for accrued compensation | $ | $ | ||||||
| Common shares issued for acquisitions | $ | $ | ||||||
| Common shares issued upon conversion of Series A Preferred shares | $ | $ | ||||||
| ARO assumed from acquisitions | $ | $ | ||||||
| Change in estimate of ARO asset and related liability | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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COJAX OIL AND GAS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 – ORGANIZATION, NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Organization
CoJax Oil & Gas Corporation, a Virginia corporation (“Company”), was incorporated on November 13, 2017. The Company is based in Shreveport, Louisiana, with a wholly owned subsidiary, Barrister Energy LLC (‘Barrister Energy’), registered in Mississippi and based in Laurel, Mississippi.
Nature of Operations
The Company is a growing U.S. energy company, engaged in the acquisition and development of lower risk onshore oil and gas producing properties within the Southeastern U.S. The Company’s focused growth strategy relies primarily on leveraging management’s expertise to acquire both operated and non-operated interests in producing properties with the goal of assembling a large oil and gas portfolio. Through this strategy of acquisition of operated and non-operated properties, the Company has the unique ability to benefit from the technical and scientific expertise of world-class E&P companies operating in the area. The Company outsources all operations through Barrister Energy LLC, our operating subsidiary.
The Company focuses on the acquisition of and exploitation of upstream energy assets, specifically targeting select oil and gas mineral interests. These acquisitions are structured primarily as acquisitions of leases, real property interests and mineral rights and royalties and are generally not regarded as the acquisition of securities, but rather real property interests. As an owner, the Company has the right to receive a portion of the production from the leased acreage (or of the proceeds of the sale thereof).
Condensed Consolidated Financial Statements
The accompanying condensed consolidated financial statements prepared by the Company 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, 2024, are not necessarily indicative of the results to be expected for the full year ending December 31, 2024, for various reasons, including as a result of the impact of fluctuations in prices received for oil and natural gas, natural production declines, the uncertainty of exploration and development drilling results, fluctuations in the fair value of derivative instruments, the impacts of COVID-19 and other factors.
These unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information, and, accordingly, do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s annual report on Form 10-K for the year ended December 31, 2023.
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NOTE 2 – GOING CONCERN DISCLOSURE
The Company’s condensed consolidated financial statements are prepared using U.S. GAAP applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. There can be no assurance that the Company will be able to achieve its business plan, raise any additional capital, or secure the additional financing necessary to implement its current operating plan. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
The Company has yet to achieve profitable operations, expects to incur further losses in the development of its business, has negative cash flows from operating activities, and is dependent upon future issuances of equity or other financings to fund ongoing operations, all of which raises substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing from stockholders or other sources to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however, there is no assurance of additional funding being available or on acceptable terms, if at all.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of consolidation
The accompanying consolidated financial statements include the accounts of the Company and of its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant areas of estimate include the impairment of assets and rates for amortization, accrued liabilities, future income tax obligations, and the inputs used in calculating stock-based compensation. Actual results could differ from those estimates and would affect future results of operations and cash flows.
Reclassifications
Certain prior period amounts have been reclassified to conform with the current year presentation. Such reclassifications had no significant impact on our reported net income (loss), current assets, total assets, current liabilities, total liabilities, shareholders’ equity, or cash flows.
Cash and Cash Equivalents
The
Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents.
At September 30, 2024 and December 31, 2023, the Company had
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Oil and Gas Producing Activities
The Company uses the successful efforts method of accounting for oil and gas activities. Under this method, the costs of productive exploratory wells, all development wells, related asset retirement obligation assets, and productive leases are capitalized and amortized, principally by field, on a units-of-production basis over the life of the remaining proved reserves. Exploration costs, including personnel costs, geological and geophysical expenses, and delay rentals for oil and gas leases are charged to expense as incurred. Exploratory drilling costs are initially capitalized but charged to expense if and when the well is determined not to have found reserves in commercial quantities.
Estimates of oil and gas reserves, as determined by independent petroleum engineers, are continually subject to revision based on price, production history and other factors. Depletion expense, which is computed based on the units of production method, could be significantly impacted by changes in such estimates. Additionally, US GAAP requires that if the expected future undiscounted cash flows from an asset are less than its carrying cost, that asset must be written down to its fair market value. As the fair market value of an oil and gas property will usually be significantly less than the total undiscounted future net revenues expected from that asset, slight changes in the estimates used to determine future net revenues from an asset could lead to the necessity of recording a significant impairment of that asset.
Unproved oil and gas properties will be assessed annually to determine whether they have been impaired by the drilling of dry holes on or near the related acreage or other circumstances, which may indicate a decline in value. When impairment occurs, a loss will be recognized. When leases for unproved properties expire, the costs thereof, net of any related allowance for impairment, will be removed from the accounts and charged to expense.
The Company will review its proved oil and natural gas properties for impairment whenever events and circumstances indicate that a decline in the recoverability of its carrying value may have occurred. It estimates the undiscounted future net cash flows of its oil and natural gas properties and compares such undiscounted future cash flows to the carrying amount of the oil and natural gas properties to determine if the carrying amount is recoverable. If the carrying amount exceeds the estimated undiscounted future cash flows, the Company will adjust the carrying amount of the oil and natural gas properties to fair value.
During
the year ended December 31, 2023, the Company recorded impairments of $
Long-Lived Assets
The Company accounts for the impairment or disposal of long-lived assets according to the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 360 “Property, Plant and Equipment”. ASC 360 clarifies the accounting for the impairment of long-lived assets and for long-lived assets to be disposed of, including the disposal of business segments and major lines of business. Long-lived assets are reviewed when facts and circumstances indicate that the carrying value of the asset may not be recoverable. When necessary, impaired assets are written down to estimated fair value based on the best information available. Estimated fair value is generally based on either appraised value or measured by discounting estimated future cash flows. Considerable management judgment is necessary to estimate discounted future cash flows. Accordingly, actual results could vary significantly from such estimates. The Company did not recognize any impairment losses on long-lived assets during the nine months ended September 30, 2024 and 2023.
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Fair Values of Financial Instruments
The Company had no financial instruments for the nine months ended September 30, 2024, or for the year ended December 31, 2023.
ASC 820 “Fair Value Measurements and Disclosures” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) a reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which give the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means; and
Level 3 – Fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2024, and December 31, 2023. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.
Revenue Recognition
The Company accounts for revenue under ASC 606 “Revenue from Contracts with Customers.” Under ASC 606, oil and natural gas sales revenues are recognized when control of the product is transferred to the customer, the performance obligations under the terms of the contracts with customers are satisfied and collectability is reasonably assured. All the Company’s oil and natural gas sales are made under contracts with customers. The performance obligations for the Company’s contracts with customers are satisfied at a point in time through the delivery of oil and natural gas to its customers. Accordingly, the Company’s contracts do not give rise to contract assets or liabilities. The Company typically receives payment within 90 days of the month of delivery. The Company’s contracts for oil and natural gas sales are standard industry contracts that include variable consideration based on the monthly index price and adjustments that may include counterparty-specific provisions related to volumes, price differentials, discounts, and other adjustments and deductions.
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The following table presents revenues disaggregated by product for the three and nine months ended September 30, 2024, and 2023:
| For the Three Months | For the Nine Months | |||||||||||||||
| Ended September 30, | Ended September 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Crude oil revenues | $ | $ | $ | $ | ||||||||||||
| Gas revenues | ||||||||||||||||
| Total revenues | $ | $ | $ | $ | ||||||||||||
All revenues are from production from the Gulf States Drill Region.
Accounts Receivable
Accounts
receivable consists of oil and natural gas receivables. Ongoing evaluations of collectability are performance and an allowance
for expected credit losses is provided against the portion of accounts receivable that is estimated to be uncollectible. The Company
did not recognize any write-offs during the three and nine months ended September 30, 2024 and 2023. At both September 30, 2024,
and December 31, 2023, the allowance for expected credit losses was $
Stock-Based Compensation
The Company accounts for Stock-Based Compensation under ASC 718 “Compensation – Stock Compensation”, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. Generally accepted accounting principles require measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized.
The Company issues stock to consultants for various services. The costs for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty’s performance is complete. The Company recognized consulting expense and a corresponding increase to additional paid-in-capital related to stock issued for services.
Income Taxes
Income taxes are accounted for under ASC 740 using the liability method of accounting for income taxes. Under the liability method, future tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between the amounts reported in the financial statement carrying amounts of assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using enacted or substantially enacted income tax rates expected to apply when the asset is realized, or the liability settled. The effect of a change in income tax rates on future income tax liabilities and assets is recognized in income in the period that the change occurs. Future income tax assets are recognized to the extent that they are considered more likely than not to be realized.
ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based on the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.
Because of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by ASC 740 and concluded that it had no uncertain tax positions as of September 30, 2024, or as of December 31, 2023.
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The Company computes income per share in accordance with ASC 260, “Earnings per Share”, which requires the presentation of both basic and diluted earnings per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing income available to common stockholders by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential shares of common stock outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of September 30, 2024 and December 31, 2023, the Company had and potentially dilutive common shares outstanding, respectively
Asset Retirement Obligations
The Company records the estimated fair value of obligations associated with the retirement of tangible, long-lived assets in the period in which they are incurred. When a liability is initially recorded, the Company capitalizes the cost by increasing the carrying amount of the related long-lived asset. Over time, the liability is accreted to its present value, and the capitalized cost is depleted over the useful life of the related asset.
Revisions to estimated asset retirement obligations will result in an adjustment to the related capitalized asset and corresponding liability. Upon settlement of the liability, the Company either settles the obligation for its recorded amount or incurs a gain or loss. The Company’s asset retirement obligation relates to the plugging, dismantling, removal, site reclamation, and similar activities of its oil and gas properties.
Asset retirement obligations are estimated at the present value of expected future net cash flows and are discounted using the Company’s credit adjusted risk free rate. The Company uses unobservable inputs in the estimation of asset retirement obligations that include, but are not limited to: costs of labor, costs of materials, profits on costs of labor and materials, the effect of inflation on estimated costs, and discount rate. Due to the subjectivity of assumptions and the relative long lives of the Company’s leases, the costs to ultimately retire the Company’s obligations may vary significantly from prior estimates. Assumptions used in determining estimates are reviewed annually.
Concentration of Credit Risk
Our revenue can be materially affected by current economic conditions and the price of oil and natural gas. However, based on the current demand for crude oil and natural gas and the fact that alternative purchasers are readily available, we believe that the loss of our marketing agents and/or any of the purchasers identified by our marketing agents would not have a long term material adverse effect on our financial position or results of international operations. The continued economic disruption resulting from Russia’s invasion of Ukraine, a potential global recession, and other varying macroeconomic conditions could materially impact the Company’s business in future periods. Any potential disruption will depend on the duration and intensity of these events, which are highly uncertain and cannot be predicted at this time.
Concentration
of Credit Risk – Cash – The Company maintains cash and cash equivalent balances at a single financial institution
that are insured by the Federal Deposit Insurance Corporation (FDIC) up to $
15
Concentration of Credit Risk – Accounts Receivable – Substantially all of the Company’s outstanding accounts receivable was with one party, Taxodium Energy, LLC.
NOTE 4 – RECENT ACCOUNTING PRONOUNCEMENTS
New and Recently Adopted Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
NOTE 5 –ROYALTY INTERESTS IN OIL AND GAS PROPERTIES
On August 29, 2024, the Company issued shares of common stock, $par value per share, valued at $2.00 per share
(the “Pine Grove 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 interests 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 Pine Grove Shares to all members of Liberty on the pro rata basis of their ownership interest in Liberty.
This acquisition was effective as of July 1, 2024. The Company has not finalized its accounting for the acquisition and will make appropriate
adjustments to the purchase price allocation prior to completion of the measurement period, as required.
On May 31, 2024, the Company issued shares of common stock, $ par value per share, valued at $2.00 per share (the “Liberty Shares”), to Liberty in consideration for the sale and assignment of various mineral and oil and gas interests 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 Liberty Shares to all members of Liberty on the pro rata basis of their ownership interest in Liberty. This acquisition was effective as of May 1, 2024.
The
Company did not execute any acquisitions during the nine months ended September 30, 2023. At September 30, 2024, the Company had
leased oil and gas properties assets valued at $
| Balance, December 31, 2023 | $ | |||
| Additions to proved reserves | ||||
| Additions to unproved reserves | ||||
| Revisions of prior year ARO estimates | ||||
| Depletion expense | ( | ) | ||
| Balance, September 30, 2024 | $ |
We
recorded depletion expense of $
NOTE 6 – ASSET RETIREMENT OBLIGATION
The Company records the obligation to plug and abandon oil and gas wells at the dates the properties are either acquired or the wells are drilled. The asset retirement obligation is adjusted each quarter for any liabilities incurred or settled during the period, accretion expense, and any revisions made to the costs or timing estimates. The asset retirement obligation is incurred using an annual credit-adjusted risk-free discount rate at the applicable dates. Changes in the asset retirement obligation were as follows:
| Balance, December 31, 2023 | $ | |||
| Revisions of prior year estimates | ||||
| Liabilities incurred | ||||
| Accretion expense | ||||
| Balance, September 30, 2024 | $ |
16
NOTE 7 – NOTES PAYABLE
Notes payable consisted of the following:
| September 30, 2024 | December 31, 2023 | |||||||
| SBA PPP Loan | $ | $ | ||||||
| Notes payable – related party | ||||||||
| Total notes payable | ||||||||
| Less: current portion | ( | ) | ( | ) | ||||
| Notes payable net of current portion | $ | $ | ||||||
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 $
Related Party
The
Company has issued several unsecured promissory notes to a related party, the CFO of the Company. The related party notes bear
interest at
NOTE 8 – RELATED PARTY TRANSACTIONS
For the nine months ending September 30, 2024 and the year ending 2023, the following related party transactions occurred between any of the Company’s directors or executive officers or any person nominated or chosen by the Company to become a director or executive officer:
On
January 25, 2023, the Company issued shares of its Series A convertible preferred stock (the “Series A Stock”)
to Jeffrey J. Guzy, the Company’s former CEO, and 25,000 shares of Series A Stock to Wm. Barrett Wellman, the Company’s
former CFO.
On February 14, 2023, the Company entered into a new employment agreement with Mr. Guzy (the “Guzy 2023 Employment Agreement”), pursuant to which Mr. Guzy continued serving the Company as Chief Executive Officer, President and Chairman of the Company. That employment agreement was terminated on January 10, 2024, upon resignation of Mr. Guzy from these positions. On the same date, the Company entered into a new employment agreement with Mr. Guzy in connection with his appointment as Chief Financial Officer.
On March 14, 2023, Mr. Wellman’s Employment Agreement has been extended to a termination date of August 16, 2024. The employment agreement was terminated on January 10, 2024, upon resignation of Mr. Wellman as Chief Financial Officer.
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.
17
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, Mr. Downs was appointed as 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 26, 2024, Mr. Guzy and Mr. Wellman, being the holders of all of the Company’s Series A Stock converted all shares issued and outstanding into common shares at a conversion rate of one to ten. The conversion occurred at the rate specified in the initial issuance agreement and therefore no gain or loss was recognized on the conversion. In connection with the exercise of the conversion option, the Company issued and common shares to Jeffrey J. Guzy and Wm. Barrett Wellman, respectively.
On August 20, 2024, the Company issued shares of common stock to Mr. Guzy, reflecting Mr. Guzy’s purchase of 475,000 shares of common stock from Mr. Wellman in a negotiated transaction.
NOTE 9 – STOCKHOLDERS’ EQUITY
Authorized Capital
As of September 30, 2024, the Company has authorized shares of Common Stock at $ par value and authorized shares of Preferred Stock at a par value of $, and Series A Stock at a par value of $. No shares of Preferred Stock are outstanding.
Preferred Stock
The holders of Preferred Stock are entitled to receive dividends equal to the amount of the dividend or distribution per share of common stock payable multiplied by the number of shares of common stock the shares of Series A preferred shares held by such holder are convertible into. Each share of Series A Stock is convertible into ten common shares.
The company classified the Series A Stock as permanent equity as the terms do not provide for an obligation to buy back the shares in exchange for cash or other assets of the Company. The shares are not considered debt under ASC 480 “Distinguishing Liabilities from Equity” as the shares do not represent an obligation that must or may be settled with a variable number of shares. No other redemption features exist within the terms of the instrument.
Refer to Note 8 for details on convertible preferred stock issuances to the Company’s officers.
Common Stock
On January 31, 2023, the Company issued shares for vendor payments at $ per share.
On February 1, 2023, the Company issued shares for consulting fees at $ per share.
On March 1, 2023, the Company received $ for stock subscriptions payable of shares of common stock.
On June 1, 2023, the Company issued shares for vendor payments at $ per share.
On June 12, 2023, the Company issued shares for payment to William R. Downs at $ per share.
Refer to Note 8 for details on common share issuances to the Company’s officers.
Refer to Note 5 for details on common share issuances for acquired interests in oil and gas properties.
As of September 30, 2024, there has been no additional common share activity outside of the items disclosed in Notes 5 and 8 for issuances to the Company’s officers and issuances for acquired interests in oil and gas properties, respectively.
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.
18
Capital Contributions
During the periods ending September 30, 2024, and September 30, 2023, the Company did not receive any capital contributions in excess of the $ received for stock subscriptions payable.
NOTE 10 – CONTINGENCIES AND COMMITMENTS
Operating Lease Commitments
The
Company has
Purchase Commitments
The Company has no purchase obligations at September 30, 2024 and December 31, 2023.
Legal Matters
During the course of business, litigation commonly occurs. From time to time, the Company may be a party to litigation matters involving claims against the Company. The Company operates in a highly regulated industry and employs personnel, which may inherently lend itself to legal matters. Management is aware that litigation has associated costs and that results of adverse litigation verdicts could have a material effect on the Company’s financial position or results of operations. There are no known legal proceedings against the Company or its officers and directors in their capacity as officers and directors of the Company.
NOTE 11 – SUBSEQUENT EVENTS
The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The management of the Company determined that there were no reportable subsequent events to be disclosed.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management’s Discussion and Analysis of Financial Condition and Results of Operations analyzes the major elements of our balance sheets and statements of operations. This section should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2023, and our interim unaudited financial statements and accompanying notes to these financial statements.
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Overview and Recent Transactions
CoJax is a growth-oriented independent exploration and production company based in Shreveport, Louisiana, and is engaged in oil and natural gas development, production, acquisition, and exploration activities currently focused on the Gulf States Drill Region. The Company is currently engaged in oil and natural gas acquisition, exploration, development, and production in Mississippi and Alabama. We focus on developing our existing properties while continuing to pursue acquisitions of oil and gas properties with upside potential in the Gulf States Drill Region.
Our goal is to increase stockholder value by investing in oil and natural gas projects with attractive rates of return on capital employed. We plan to achieve this goal by exploiting and developing our existing oil and natural gas properties and pursuing strategic acquisitions of additional properties, while remaining cash flow positive, maintaining low operating costs, and striving to show a gain in annual production while reducing the Company’s debt.
On August 29, 2024, the Company acquired various mineral and oil and gas interests in and to certain properties located in Mississippi from Liberty Operating, LLC, a Mississippi limited liability company (“Liberty”), which Liberty assigned to Barrister Energy, LLC, a wholly-owned subsidiary of the Company, in consideration of 2,211,982 shares of common stock, valued at $2.00 per share. This acquisition was effective as of July 1, 2024.
On May 31, 2024, the Company acquired various mineral and oil and gas interests in and to certain properties located in Mississippi from Liberty, in consideration for 1,320,755 shares of the Company’s common stock, valued at $2.00 per share. This acquisition was effective as of May 1, 2024.
21
Executive Summary - Third Quarter 2024 Developments and Highlights
Results of Operations – For the Three and Nine Months Ended September 30, 2024, and 2023
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
| Change | Change | Change | Change | |||||||||||||||||||||||||||||
| 2024 | 2023 | Amount | % | 2024 | 2023 | Amount | % | |||||||||||||||||||||||||
| Revenues | $ | 250,619 | $ | 248,302 | $ | 2,317 | 0.9 | % | $ | 750,678 | $ | 665,643 | $ | 85,035 | 12.8 | % | ||||||||||||||||
| Lease operating expenses | 110,318 | 40,639 | 69,679 | 171.5 | % | 273,801 | 158,516 | 115,285 | 72.7 | % | ||||||||||||||||||||||
| General & administrative expenses | 205,508 | 94,874 | 110,634 | 116.6 | % | 730,054 | 637,341 | 92,713 | 14.5 | % | ||||||||||||||||||||||
| Depletion and accretion on discounted liabilities | 83,978 | 99,128 | (15,150 | ) | (15.3 | %) | 273,634 | 281,716 | (8,082 | ) | (2.9 | %) | ||||||||||||||||||||
| Income (Loss) from operations | (149,185 | ) | 13,661 | (162,846 | ) | * | (526,811 | ) | (411,930 | ) | (114,881 | ) | 27.9 | % | ||||||||||||||||||
| Other expense, net | (573 | ) | (521 | ) | (52 | ) | 10.0 | % | (871 | ) | (1,621 | ) | 750 | (46.3 | %) | |||||||||||||||||
| Net loss | $ | (149,758 | ) | $ | 13,140 | $ | (162,898 | ) | * | (527,682 | ) | (413,551 | ) | (114,131 | ) | 27.6 | % | |||||||||||||||
* In excess of 1,000%
Revenues
Revenues were $250,619 and $750,678 for the three and nine months ended September 30, 2024, compared to $248,302 and $665,643 for the three and nine months ended September 30, 2023. The Company is an early-stage company, having just begun to acquire assignments of hydrocarbon revenues and underlying oil and gas exploration and production rights, and therefore has just begun producing significant revenue in 2023. The increase in revenues from each period in 2023 to the same periods in 2024 was due to an increase in production and the acquisition of oil and gas properties.
Lease Operating Expenses
Lease operating expenses were $273,801 for the nine months ended September 30, 2024, compared to $158,516 for the nine months ended September 30, 2023, representing an increase of $115,285 or 72.7%. Lease operating expenses were $110,318 and $40,639 for the three months ended September 30, 2024 and September 30, 2023, respectively. The increase in expense was primarily attributable to the increase in production, which is line with the change in revenue.
22
Loss from Operations
Total operating loss was $149,185 and $526,811 for the three and nine months ended September 30, 2024, and operating profit of $13,661 and loss of $411,930 for the three and nine months ended September 30, 2023. The increased loss was primarily driven by the $180,313 and $207,998 increase in total lease operating and general and administrative expenses during the three and nine months ended September 30, 2024. The increase in expenses was partially offset by the increase in revenue over the same periods.
Other Expense, Net
Other expense, net was $871 for the nine months ended September 30, 2024, as compared to $1,621 for the nine months ended September 30, 2023; and was $573 for the three months ended September 30, 2024, as compared to $521 for the three months ended September 30, 2023. These changes were primarily driven by an increase in interest income.
Net Loss
As a result of the above factors, for the nine months ended September 30, 2024, the Company had a net loss of $527,682, as compared to a net loss of $413,551 for the nine months ended September 30, 2023. For the three months ended September 30, 2024, the Company had a net loss of $149,758, as compared to a net profit of $13,140 for the three months ended September 30, 2023.
Sales volumes and commodity prices received
The following table presents our sales volumes and received pricing information for the three and nine-month periods ended September 30, 2024, and 2023:
| For the Three Months | For the Nine Months | |||||||||||||||
| Ended September 30, | Ended September 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Oil volume (Bbls) | 3,523 | 3,204 | 10,249 | 9,099 | ||||||||||||
| Natural gas volume (Mcf) | — | 1,067 | 225 | 3,862 | ||||||||||||
| Total Production (Boe) | 3,523 | 3,382 | 10,287 | 9,743 | ||||||||||||
| Average Sales Price: | ||||||||||||||||
| Oil price (per Bbl) | $ | 70.56 | $ | 77.77 | $ | 92.92 | $ | 74.20 | ||||||||
| Gas price (per Mcf) | — | 2.73 | 4.16 | 2.41 | ||||||||||||
| Total per BOE | $ | 70.56 | $ | 75.07 | $ | 92.67 | $ | 70.90 | ||||||||
Liquidity and Capital Resources
Sources of Liquidity
The Company had cash on hand of $127,650 at September 30, 2024, compared to $75,908 at December 31, 2023. For the nine months ended September 30, 2024, the Company had net cash provided by operating activities of $59,219, compared to net cash used of $7,898 for the same period of 2023. The increase in cash provided by operating activities was driven by the $501,998 increase in adjustments for changes in the balances of accounts receivable, prepaid expense, accounts payable, and accrued liabilities, offset by the $312,670 decrease in the adjustment for the noncash issuance of common stock for services and salaries.
Net cash used in investing activities was $0 for the nine months ended September 30, 2024, and September 30, 2023.
Net cash used in financing activities was $7,477 for the nine months ended September 30, 2024, compared to net cash used in financing activities of $7,404 for the same period in 2023. The increase is attributable to payments of the PPP loan.
23
Capital Resources for Future Acquisition and Development Opportunities
We continuously evaluate potential acquisitions and development opportunities. To the extent possible, we intend to acquire producing properties and/or developed undrilled properties rather than exploratory properties. We do not intend to limit our evaluation to any one state. We presently have no intention to evaluate offshore properties or properties located outside of the United States.
Effects of Inflation and Pricing
The oil and natural gas industry is very cyclical and the demand for goods and services of oil field companies, suppliers, and others associated with the industry puts pressure on the economic stability and pricing structure within the industry. Typically, as prices for oil and natural gas increase, so do all associated costs. Material changes in prices impact the current revenue stream, estimates of future reserves, borrowing base calculations of bank loans, and the value of properties in purchase and sale transactions. Material changes in prices can impact the value of oil and natural gas companies and their ability to raise capital, borrow money and retain personnel. We anticipate business costs will vary in accordance with commodity prices for oil and natural gas, and the associated increase or decrease in demand for services related to production and exploration.
Off Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements, and it is not anticipated that the Company will enter into any off-balance sheet arrangements.
Disclosures About Market Risks
Like other natural resource producers, the Company faces certain unique market risks associated with the exploration and production of oil and natural gas. The most salient risk factors are the volatile prices of oil and gas, operational risks, the ability to integrate properties and businesses, and certain environmental concerns and obligations.
Oil and Gas Prices
The price we receive for our oil and natural gas will heavily influence our revenue, profitability, access to capital, and future rate of growth. Oil and natural gas are commodities and, therefore, their prices are subject to wide fluctuations in response to relatively minor changes in supply and demand. The prices we receive for our production depend on numerous factors beyond our control. These factors include, without limitation, the following: worldwide and regional economic conditions impacting the global supply and demand for oil and natural gas; the price and quantity of imports of foreign oil and natural gas; the level of global oil and natural gas inventories; localized supply and demand fundamentals; the availability of refining capacity; price and availability of transportation and pipeline systems with adequate capacity; weather conditions, natural disasters, and public health threats; governmental regulations; speculation as to the future price of oil and the speculative trading of oil and natural gas futures contracts; price and availability of competitors’ supplies of oil and natural gas; energy conservation and environmental measures; technological advances affecting energy consumption; the price and availability of alternative fuels and energy sources; and domestic and international drilling activity.
24
A substantial or extended decline in oil or natural gas prices may result in impairments of our proved oil and gas properties and may materially and adversely affect our future business, financial condition, cash flows, and results of operations.
Transportation of Oil and Natural Gas
The Company is presently committed to using the services of the existing gatherers in its present areas of production. This gives such gatherers certain short-term relative monopolistic powers to set gathering and transportation costs. Obtaining the services of an alternative gathering company would require substantial additional costs since an alternative gatherer would be required to lay a new pipeline and/or obtain new rights-of-way.
Competition in the Oil and Natural Gas Industry
We operate in a highly competitive environment for developing and acquiring properties, marketing oil and natural gas, and securing equipment and trained personnel. As a relatively small oil and natural gas company, many large producers possess and employ financial, technical, and personnel resources substantially greater than ours. Those companies may be able to develop and acquire more prospects and productive properties than our financial or personnel resources permit. It is also significant that more favorable prices can usually be negotiated for larger quantities of oil and/or gas products, such that the Company views itself as having a price disadvantage compared to larger producers.
Retention of Key Personnel
We depend to a large extent on the services of our officers. These individuals have extensive experience in the energy industry, as well as expertise in evaluating and analyzing producing oil and natural gas properties and drilling prospects, maximizing production from oil and natural gas properties, and developing and executing financing strategies. The loss of any of these individuals could have a material adverse effect on our operations and business prospects. Our success may be dependent on our ability to continue to hire, retain and utilize skilled executive and technical personnel.
Environmental and Regulatory Risks
Our business and operations are subject to and impacted by a wide array of federal, state, and local laws and regulations governing the exploration for and development, production, and marketing of oil and natural gas, the operation of oil and natural gas wells, taxation, and environmental and safety matters. Many laws and regulations require drilling permits and govern the spacing of wells, rates of production, water, waste use and disposal, prevention of waste hydraulic fracturing, and other matters. From time to time, regulatory agencies have imposed price controls and limitations on production in order to conserve supplies of oil and natural gas. In addition, the production, handling, storage, transportation, and disposal of oil and natural gas, byproducts thereof, and other substances and materials produced or used in connection with oil and natural gas operations are subject to regulation under federal, state, and local laws and regulations.
Compliance with these regulations may constitute a significant cost and effort for the Company. To date, no specific accounting for environmental compliance has been maintained or projected by the Company. The Company 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.
25
In the event of a violation of environmental regulations, these environmental regulatory agencies have a broad range of alternative or cumulative remedies including ordering a cleanup of any spills or waste material and restoration of the soil or water to conditions existing prior to the environmental violation; fines; or enjoining further drilling, completion or production activities.
Going Concern
There can be no assurance that the Company will be able to achieve its business plan, raise additional capital, or secure the additional financing necessary to implement its current operating plan. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
The Company has yet to achieve profitable operations, expects to incur further losses in the development of its business, has negative cash flows from operating activities, and is dependent upon future issuances of equity or other financings to fund ongoing operations, all of which raises substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations or to obtain the necessary financing from shareholders or other sources to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern. Still, it considers that the Company will be able to obtain additional funds by equity financing or related party advances. However, there is no assurance of additional funding being available or on acceptable terms, if at all.
26
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company and are not required to provide this information.
Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures
Our management, with the participation of William R. Downs, our principal executive officer, and Jeffrey J. Guzy, our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2024, the end of the period covered by this Quarterly Report, pursuant to Rule 13a-15 under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on management’s evaluation, Messrs. Downs and Guzy concluded that our disclosure controls and procedures as of the end of the period covered by this report were not effective in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (ii) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
We will continue to monitor and evaluate the effectiveness of our disclosure controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.
Changes in internal control over financial reporting
We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.
There were no changes in our internal control over financial reporting that occurred during the three months ended September 30, 2024, that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any legal proceedings.
Item 1A. Risk Factors
We are a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act, and are not required to provide the information under this item.
Item 2. Recent Sales of Unregistered Securities and Use of Proceeds
Except as set forth below, there were no sales of equity securities sold during the period covered by this Report that were not registered under the Securities Act and were not previously reported in a Current Report on Form 8-K filed by the Company.
On August 20, 2024, the Company issued 475,000 shares of common stock to Jeffrey. J. Guzy, the Company’s Chief Financial Officer and a director, reflecting Mr. Guzy’s purchase of 475,000 shares of common stock from Wm. Barrett Wellman, the former Chief Financial Officer, in a negotiated transaction.
The above 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 transactions not involving a public offering.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits
| (a) | the following documents are filed as exhibits to this Quarterly Report. |
* Filed herewith.
** These certifications, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
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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: November 14, 2024 | By: | /s/ William R. Downs |
| William R. Downs | ||
| Chief Executive Officer and President | ||
| (Principal Executive Officer) | ||
| Date: November 14, 2024 | By: | /s/ Jeffrey J. Guzy |
| Jeffrey J. Guzy | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
29
EXHIBIT 31.1
CERTIFICATION
PURSUANT TO SECTION 302(a)
OF THE SARBANES-OXLEY ACT OF 2002
I, William R. Downs, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of CoJax Oil and Gas Corporation, a Virginia corporation, for the quarter ended September 30, 2024; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have; |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the most recent quarter (the registrant’s fourth fiscal quarter in the case of an annual report) covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: November 14, 2024 | By: | /s/ William R. Downs | |
| William R. Downs | |||
| Chief Executive Officer | |||
| (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION
PURSUANT TO SECTION 302(a)
OF THE SARBANES-OXLEY ACT OF 2002
I, Jeffrey J. Guzy, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of CoJax Oil and Gas Corporation, a Virginia corporation, for the quarter ended September 30, 2024; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have; |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the most recent quarter (the registrant’s fourth fiscal quarter in the case of an annual report) covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: November 14, 2024 | By: | /s/ Jeffrey J. Guzy | |
| Jeffrey J. Guzy | |||
| Chief Financial Officer | |||
| (Principal Executive Officer) |
EXHIBIT 32.1
CERTIFICATION
PURSUANT TO 18
U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of CoJax Oil and Gas Corporation, a Virginia corporation (the “Company”), for the quarter ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William R. Downs, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that;
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
| Date: November 14, 2024 | By | /s/ William R. Downs | |
| William R. Downs | |||
| Chief Executive Officer | |||
| (Principal Executive Officer) |
EXHIBIT 32.2
CERTIFICATION
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of CoJax Oil and Gas Corporation, a Virginia corporation (the “Company”), for the quarter ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jeffrey J. Guzy, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that;
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
| Date: November 14, 2024 | By | /s/ Jeffrey J Guzy | |
| Jeffrey J. Guzy | |||
| Chief Financial Officer | |||
| (Principal Executive Officer) |