CORRESP Filing
CoJax Oil & Gas Corp
Date: Sept. 11, 2025 · CIK: 0001763925 · Accession: 0001753926-25-001462
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File numbers found in text: 000-56386
Letter
United States Securities and Exchange Commission Division of Corporation Finance Office of Finance Re: CoJax Oil & Gas Corporation Form 10-K for the Fiscal Year ended December 31, Filed March 31, 2025 File No. 000-56386
Dear Mr. Babula:
CoJax Oil and Gas Corporation (the "Company") hereby responds to the comment letter from the Securities and Exchange Commission (the "Commission"), dated August 28, 2025, with reference to the Company's Annual Report on Form 10-K, filed with the Commission on March 31, 2025, as follows:
For ease of reference, each comment contained in the comment letter is printed below in bold and is followed by the Company's response. All page references in the responses set forth below refer to page numbers in the Company's Form 10-K/A for the year ended December 31, 2024 ("Amended Form 10-K"). Capitalized terms used but not defined herein have the meanings set forth in the Amended Form 10-K.
Form 10-K for the Fiscal Year ended December 31,
Financial Statements
Report of Independent Registered Public Accounting Firm , page F-42
1. We note that you filed an audit report that covers the financial statements as of and for the fiscal year ended December 31, 2024, but which does not extent to the comparative financial statements for 2023.
Please obtain and file via an amendment to your annual report an audit opinion that covers both periods to comply with Rules 2-02(a)(4) and 8-02 of Regulation S-X.
Response : The Company respectfully acknowledges the Staff's comment and advises the Staff that it has updated the audit opinion on page [F-42] of the Amended Form 10-K as requested.
Note 3 - Summary of Significant Accounting Policies Segment Information, page F-86
2. You disclose that you operate in one reportable segment and that consolidated gross profit (loss) is the measure used by the CODM to evaluate the segment's performance and to allocate capital and monitor budget versus actual results. Given that you do not present consolidated gross profit (loss) in the income statement on page F-44, it appears that you should expand your disclosure to present this performance measure along with your segment-related information to comply with FASB ASC 280-10-50-28C; and considering that no other segments are utilized, it appears that consolidated GAAP net income (loss) would also be a performance measure to identify in connection with these disclosure requirements.
Please submit the revisions that you propose to address these concerns, also considering the guidance in FASB ASC 280-10-55-15D through 15F.
Response : The Company respectfully acknowledges the Staff's comment and advises the Staff that after further considering the guidance of FASB ASC 280-10-50-28C, it has updated the segment disclosure on page [F-86] of the Amended Form 10-K, as requested. The disclosure has been updated to state that net income (loss) is the measure used by the CODM to evaluate the segment's performance and to allocate capital and monitor budget versus actual results.
Exhibits, Financial Statement Schedules, page 79
3. The certifications provided as Exhibits 31.1 and 31.2 do not include the complete introductory language prescribed for paragraph 4. Specifically, these exclude reference to "...and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))."
Please amend your filing to provide certifications that conform to the language set forth in Item 601(b)(31) of Regulation S-K.
Response : The Company respectfully acknowledges the Staff's comment and advises the Staff that it has updated the certifications on page [79] of the Amended Form 10-K, as requested.
* * *
If you have any questions regarding this letter, please contact Jeffrey Guzy at telephone (703) 216-8606 or via e-mail at jeffrey.guzy@cojaxoilandgas.com.
Sincerely,
/s/ Jeffrey J. Guzy
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CORRESP
1
filename1.htm
September 10, 2025
VIA EMAIL
United States Securities and Exchange Commission
Division of Corporation Finance
Attn: Robert Babula
Yong Kim
Office of Finance
100 F Street NE
Washington, D.C. 20549
Re: CoJax Oil & Gas Corporation
Form 10-K for the Fiscal Year ended December 31,
2024
Filed March 31, 2025
File No. 000-56386
Dear Mr. Babula:
CoJax
Oil and Gas Corporation (the "Company") hereby responds to the comment letter from the Securities and Exchange Commission
(the "Commission"), dated August 28, 2025, with reference to the Company's Annual Report on Form 10-K, filed
with the Commission on March 31, 2025, as follows:
For ease
of reference, each comment contained in the comment letter is printed below in bold and is followed by the Company's response.
All page references in the responses set forth below refer to page numbers in the Company's Form 10-K/A for the year ended
December 31, 2024 ("Amended Form 10-K"). Capitalized terms used but not defined herein have the meanings set forth
in the Amended Form 10-K.
Form 10-K for the Fiscal Year ended December 31,
2024
Financial Statements
Report of Independent Registered Public Accounting
Firm , page F-42
1. We note that you filed an audit report that covers the financial statements
as of and for the fiscal year ended December 31, 2024, but which does not extent to the comparative financial statements for 2023.
Please obtain
and file via an amendment to your annual report an audit opinion that covers both periods to comply with Rules 2-02(a)(4) and
8-02 of Regulation S-X.
Response : The Company
respectfully acknowledges the Staff's comment and advises the Staff that it has updated the audit opinion on page
[F-42] of the Amended Form 10-K as requested.
Note 3 - Summary of Significant Accounting Policies
Segment Information, page F-86
2. You disclose that you operate in one reportable segment and that consolidated
gross profit (loss) is the measure used by the CODM to evaluate the segment's performance and to allocate capital and monitor budget
versus actual results. Given that you do not present consolidated gross profit (loss) in the income statement on page F-44, it
appears that you should expand your disclosure to present this performance measure along with your segment-related information
to comply with FASB ASC 280-10-50-28C; and considering that no other segments
are utilized, it appears that consolidated GAAP net income (loss) would
also be a performance measure to identify in connection with these disclosure requirements.
Please submit the revisions
that you propose to address these concerns, also considering the guidance in FASB ASC 280-10-55-15D through 15F.
Response : The Company
respectfully acknowledges the Staff's comment and advises the Staff that after further considering the guidance of FASB ASC
280-10-50-28C, it has updated the segment disclosure on page [F-86] of the Amended Form 10-K, as requested. The disclosure has
been updated to state that net income (loss) is the measure used by the CODM to evaluate the segment's performance and to
allocate capital and monitor budget versus actual results.
Exhibits, Financial Statement Schedules, page 79
3. The certifications provided as Exhibits 31.1 and 31.2 do not include the
complete introductory language prescribed for paragraph 4. Specifically, these exclude reference to "...and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))."
Please amend your filing to provide
certifications that conform to the language set forth in Item 601(b)(31) of Regulation S-K.
Response : The Company
respectfully acknowledges the Staff's comment and advises the Staff that it has updated the certifications on page [79]
of the Amended Form 10-K, as requested.
* * *
If you have any questions regarding this letter,
please contact Jeffrey Guzy at telephone (703) 216-8606 or via e-mail at jeffrey.guzy@cojaxoilandgas.com.
Sincerely,
/s/ Jeffrey J. Guzy