SecProbe.io

March 11, 2019
Jeffrey J. Guzy
Executive Chairman
CoJax Oil & Gas Corp
3033 Wilson Boulevard, Suite E-605
Arlington, Virginia 22201
Re:CoJax Oil & Gas Corp
Draft Registration Statement on Form S-1
Submitted February 14, 2019
Amendment No.1 to
Draft Registration Statement on Form S-1
Submitted February 15, 2019
CIK No. 0001763925
Dear Mr. Guzy:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Form DRS/A filed February 15, 2019
Cover page
1.You disclose that you intend to offer and sell the shares of common stock through your
officers and directors.  As this appears a best efforts offering without a minimum
number of shares that must be sold and proceeds received will be immediately available to
you, please disclose the effects on investors both here and in the risk factors. For example,
disclose that you may receive no proceeds or very minimal proceeds from the offering,
and that in the event you do not raise sufficient capital to implement your planned

 FirstName LastNameJeffrey J.  Guzy
 Comapany NameCoJax Oil & Gas Corp
 March 11, 2019 Page 2
 FirstName LastNameJeffrey J.  Guzy
CoJax Oil & Gas Corp
March 11, 2019
Page 2
operations, an investor's entire investment could be lost.  See Item 501(b)(8) of Regulation
S-K.
2.Your prospectus cover page states that the offering will be conducted by officers and
directors without commissions, thus your gross proceeds should be consistent with the
total public offering price of $6 million. However, you list your "proceeds before
expenses to us" as being $1.90 per share resulting in proceeds of $5.7 million.  Please
explain this discrepancy and revise your disclosure accordingly. For example, clarify
whether you are paying a commission to your officers and directors or are otherwise
paying such a commission to another entity, and clarify any basis of underwriting.
Corporate History and Recent Developments, page 7
3.You disclose that you have executed an investment banking and corporate advisory
agreement with Newbridge Securities Corporation, and that this agreement will be filed as
an exhibit. However, we note such agreement is not filed nor listed in the exhibit index.
Please file the agreement with Newbridge Securities Corporation. See Item 601 of
Regulation S-K.
Management and Board of Directors
Executive Officers, page 34
4.Please identify the time periods associated with Mr. Delancey's business experience over
the past five years. In this regard, it is unclear his duration of employment as CEO of
Delancey's Pumping Services, Inc. See Item 401(e) of Regulation S-K.
Use of Proceeds, page 44
5.We note you disclose the net proceeds from this Offering, after deduction of estimated
expenses, will be approximately $5,700,000 if all shares of Common Stock offered are
sold. However, the estimated offering expenses appear inconsistent with the estimated
expenses of the offering described in Part II of the registration statement.  Please explain
this discrepancy or revise.
6.You appear to disclose the impact of receiving proceeds at 50% and 100% of the shares
sold. As this appears a best efforts, no minimum offering , please revise to also
disclose the impact of receiving funds at more varying levels, e.g., 10%, 25%, 75% of the
shares being sold. See Instruction 1 to Item 504 of Regulation S-K.
Financial Statements, page FS-1
7.Please update your registration statement to include audited financial statements for the
fiscal year ended December 31, 2018 to comply with Rule 8-08(b) of Regulation S-X.

 FirstName LastNameJeffrey J.  Guzy
 Comapany NameCoJax Oil & Gas Corp
 March 11, 2019 Page 3
 FirstName LastName
Jeffrey J.  Guzy
CoJax Oil & Gas Corp
March 11, 2019
Page 3
General
8.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            You may contact John Cannarella at (202) 551-3337 or Karl Hiller, Accounting Branch
Chief, at (202) 551-3686 if you have questions regarding comments on the financial statements
and related matters.  Please contact Kevin Dougherty at (202) 551-3271 or Lauren Nguyen,
Legal Branch Chief, at (202) 551-3642 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Natural Resources