SecProbe.io

<DOCUMENT>
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<FILENAME>filename2.txt
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 September 17, 2025

Jeffrey Guzy
Chief Financial Officer
CoJax Oil & Gas Corporation
4830 Line Ave., #152
Shreveport, Louisiana 71106

 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 Jeffrey Guzy:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

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

<DOCUMENT>
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<FILENAME>filename2.txt
<TEXT>
 August 28, 2025

Jeffrey Guzy
Chief Financial Officer
CoJax Oil & Gas Corporation
4830 Line Ave., #152
Shreveport, Louisiana 71106

 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 Jeffrey Guzy:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

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.

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.
 August 28, 2025
Page 2

 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.

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.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Robert Babula at 202-551-3339 or Yong Kim at 202-551-3323
if you
have any questions regarding the comments.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
June 17, 2022
Jeffrey J. Guzy
Chief Executive Officer and Director
CoJax Oil and Gas Corporation
3033 Wilson Blvd, Suite E-605
Arlington, VA 22201
Re:CoJax Oil and Gas Corporation
Form 10-K for the Fiscal Year ended December 31, 2020
Filed May 14, 2021
File No. 333-232845
Dear Mr. Guzy:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
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filename1.htm

CoJax Oil & Gas Corp 10-K Letter.pdf

Cojax Oil and Gas Corporation

3033 Wilson Boulevard, Suite E605, Arlington, Virginia. 22201

Telephone: (703) 216-8606; Writer’s Email: jeffrey.guzy@cojaxoilandgas.com

May 27, 2022

BY EMAIL – CONFIDENTIAL SUBMISSION

U.S. Securities and Exchange Commission

Division of Corporate Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

Attention: Joseph Klinko, Staff Accountant

Re: CoJax Oil and Gas Corporation
Form 10-K for the Fiscal Year ended December 31, 2020
Filed May 14, 2021
Response dated February 9, 2022
File No. 333-232845

Dear Mr. Klinko:

CoJax Oil and Gas Corporation (the “Company”) hereby responds to the comment letter from the Securities and Exchange Commission (the “Commission”), dated March 24, 2022, with reference to the Company’s Annual Report on Form 10-K, filed with the Commission on May 14, 2021, as follows:

Form 10-K for the Fiscal Year ended December 31, 2020

Management's Discussion and Analysis, page 44

1. Given your merger with Barrister Energy LLC on November 17, 2020, and considering the financial statements that you filed August 12, 2020 on a Form 8-K/A, reporting revenues of $63,534 for 2019 and $160,492 for 2018, it appears that you should update disclosures on pages 22, 36, 45, 59, and 68, which state that you have no revenue generating operations, to clarify the current status of your operations.

You should explain how the properties have performed each period relative to the earlier periods and if operations have been curtailed or if production has declined, you should also quantify the changes in volumes and the financial effects and state the reasons.

Given the provisions in Sections 1.1.2 and 21 of the Purchase and Sale Agreement at Exhibit 2.2 to the Form 8-K that you filed on June 22, 2020, indicating the oil and gas properties continue to be managed by the former owner and that proceeds from the sales of any production were to be retained by the former owner to reduce the amount of the note payable, you should also have disclosure of this arrangement in the notes to your financial statements, and a discussion of change or the absence of change in the note payable balance, and the implications for cash flows to the company in MD&A.

1

As it appears that you will need to recognize Barrister Energy LLC as the accounting acquirer in the merger, you will also need to expand your disclosures in MD&A to address the results of operations including the oil and gas properties for all periods.

Response:

The Company had no operations that generated revenue during the period ended December 31, 2020. During the period ended December 31, 2021, the Company had $8,160 in revenue attributable to the sale of oil from the on-site storage tank; this oil was from production during the period from January 1, 2020, to June 16, 2020. Due to the inadequacy of available funding and the lower price of oil, the Company has shifted Barrister’s operations into maintenance mode. The existing wells and storage tank are being maintained at a ready level once funding is obtained.

For information on how the properties have performed period over period see “Barrister Oil Rights / Barrister DRILL REGION PRODUCTION” page 15 of the Company’s Amendment No. 1 to the 10-K report for 2020.

The revenue was used to offset the operating expense accounts payable, not the note payable, to the previous owner and current operator.

Financial Statements

Note 3 - Summary of Significant Accounting Policies, page 60

2. We understand from your response to prior comment one that you have adopted the Full Cost Method of accounting for oil and gas producing activities and will conform disclosures in your periodic reports accordingly, although you state that you do not believe this is required because you had not engaged in drilling activities.

Given that you report having acquired producing oil and gas properties in your merger with Barrister Energy LLC, and disclose oil and gas reserves on pages 15 and 71, you are considered to be engaged in oil and gas producing activities as defined in FASB ASC 932-10-15-2A, and are required to disclose the accounting method being applied in the notes to your financial statements by FASB ASC 932-235-50-1.

In addition to resolving the inconsistencies between disclosures of the accounting policy being applied, please also resolve the inconsistencies between the reserve disclosures on the pages referenced above and provide all of the information prescribed by FASB ASC 932-235-50 in the supplemental notes to your financial statements.

Response:

After discussion with management and its auditors, the Company determined that it will use the successful efforts accounting method for its oil and gas producing activities.

The reserve disclosures and Supplemental Information on Oil and Gas Producing Activities have been removed as the Company deemed the information inadequate and confusing to the purposes of the Form 10-K/A.

2

Note 5 - Acquisition, page 63

3. We have considered the information provided in your response to prior comment two, indicating that you have not accounted for the transaction with Barrister Energy LLC as a reverse merger because Cojax Oil and Gas Corporation did not undergo a change in control; you state that your CEO and CFO "were continuing to exercise control of the operation and business" following the acquisition.

However, in the Form 8-K that you filed on November 20, 2020 to announce completion of the transaction, you disclosed that "voting control of CoJax will be held by the former Barrister Members as new shareholders of CoJax Common Stock" and you quantified that interest at 99.9% of your outstanding common shares.

We understand that your CEO held a single common share and that your CFO did not hold any common shares upon completing this transaction.

You mention that you assumed the $2.7 million purchase obligation of Barrister Energy, LLC, which arose in an earlier acquisition of its interests in oil and gas properties, and you refer to subsequent issuances of convertible preferred shares and common shares in January 2021 and February 2021, which have increased the interests of your CEO and CFO to about 7% on a full diluted basis as of March 31, 2021 and September 30, 2021.

Given the magnitude of the voting interests conveyed to the former members and the relative size of the entities, it appears that Barrister Energy LLC should be identified as the accounting acquirer, following the guidance in FASB ASC 805-10-55-12(a), 55-12(c), and 55-13. While the officers may have influence over business operations and policies, you have not established how this would override the concentration of voting interests; the subsequent issuances of shares would not be properly considered in the accounting determination that is required pursuant to FASB ASC 805-20-25-1.

Therefore, it appears that you should comply with the guidance on the preparation of financial statements following a reverse merger in FASB ASC 805-40-45.

Response:

On May 9, 2022, the Board of directors of the Company, after discussion with management and its auditors, determined that the Company’s previously issued financial statements included in the Original Form 10-K and the subsequent Quarterly Reports on Form 10-Q for the quarter ended March 31, 2021, June 30, 2021, and September 30, 2021 (the “Quarterly Reports”) should not be relied upon because the Company incorrectly accounted that its acquisition of Barrister Energy, LLC that occurred on November 17, 2020 (the “Acquisition”) was a business combination and reported the properties acquired at the fair value of purchase consideration, including the common shares issued and debt assumed.

As Barrister was not a going concern and consequently not a business, the Company concluded that the Acquisition is deemed an asset acquisition and needs to be accounted for as an "acquisition under common control" as defined by ASC 805-50-30 and the carrying value of the Company’s oil and gas properties shall be reduced from $10,000,000 to $2,700,000, the historical cost to Barrister.

3

Note 9 - Related Party Transactions, page 65

4. We understand that on January 4, 2021 you issued 30,000 shares of Series A Convertible Preferred Stock to your CEO and CFO. Please file the certificate of designation for your Series A Convertible Preferred Stock to comply with Item 601(b)(4) of Regulation S-K.

Response:

On January 23, 2020, the Company filed the Amendment to its Amended and Restated Articles of Incorporation with the Virginia Secretary of State (the “January 2020 Amendment”) pursuant to the Virginia Stock Corporation Act of the Code of Virginia, 1950, as amended (“VSCA”), creating and authorizing for issuance 500,000 shares of Series A Convertible Preferred Stock, $0.01 par value per shares (the “Series A Preferred”). The Amendment set forth the designation, rights, preferences, the number of shares authorized, the terms of conversion, and obligations of the Series A Preferred.  A filed stamped copy of the January 23, 2020 Amendment is attached hereto.  The Company filed the January 2020 Amendment with the Commission as Exhibit 3.1 to its Current Report on Form 8-K dated January 31, 2020.  Please see the following;

https://www.sec.gov/Archives/edgar/data/1763925/000176392520000003/cojax8k1312020.htm; https://www.sec.gov/Archives/edgar/data/1763925/000176392520000003/cojaxamendarticles1222020.htm.

On June 12, 2020, the Company further amended its Amended and Restated Articles of Incorporation with respect to the conversion and the merger provisions related to the Series A Preferred (the “June 2020 Amendment”) and filed the June 2020 Amendment with the Virginia Secretary of State. The June 2020 Amendment was filed with the Commission as Exhibit 3.1 to the Current Report on Form 8-K dated June 12, 2020. Please see the following;

https://www.sec.gov/Archives/edgar/data/1763925/000176392520000007/cojax8k6122020.htm

https://www.sec.gov/Archives/edgar/data/1763925/000176392520000007/ex31amendrestate06112020.htm.

The Company is incorporating by reference in its Amendment No. 1 to the 10-K report for 2020 all previously filed exhibits to its SEC reports related to its charter and amendments, including the Amended and Restated Articles of Incorporation, the January 2020 Amendment, and the June 2020 Amendment.

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

Jeffrey J. Guzy, CEO and Chairman of CoJax Oil and Gas Corporation

4

United States securities and exchange commission logo
March 24, 2022
Jeffrey J. Guzy
Chief Executive Officer and Director
CoJax Oil and Gas Corporation
3033 Wilson Blvd, Suite E-605
Arlington, VA 22201
Re:CoJax Oil and Gas Corporation
Form 10-K for the Fiscal Year ended December 31, 2020
Filed May 14, 2021
Response dated February 9, 2022
File No. 333-232845
Dear Mr. Guzy:
            We have reviewed your February 9, 2022 response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
December 1, 2021 letter.
Form 10-K for the Fiscal Year ended December 31, 2020
Management's Discussion and Analysis, page 44
1.Given your merger with Barrister Energy LLC on November 17, 2020, and considering
the financial statements that you filed August 12, 2020 on a Form 8-K/A, reporting
revenues of $63,534 for 2019 and $160,492 for 2018, it appears that you should update
disclosures on pages 22, 36, 45, 59, and 68, which state that you have no revenue
generating operations, to clarify the current status of your operations.

You should explain how the properties have performed each period relative to the earlier
periods and if operations have been curtailed or if production has declined, you should
also quantify the changes in volumes and the financial effects and state the reasons.

 FirstName LastNameJeffrey J. Guzy
 Comapany NameCoJax Oil and Gas Corporation
 March 24, 2022 Page 2
 FirstName LastNameJeffrey J. Guzy
CoJax Oil and Gas Corporation
March 24, 2022
Page 2

Given the provisions in Sections 1.1.2 and 21 of the Purchase and Sale Agreement at
Exhibit 2.2 to the Form 8-K that you filed on June 22, 2020, indicating the oil and gas
properties continue to be managed by the former owner and that proceeds from the sales
of any production were to be retained by the former owner to reduce the amount of the
note payable, you should also have disclosure of this arrangement in the notes to your
financial statements, and a discussion of change or the absence of change in the note
payable balance, and the implications for cash flows to the company in MD&A.

As it appears that you will need to recognize Barrister Energy LLC as the accounting
acquirer in the merger, you will also need to expand your disclosures in MD&A to address
the results of operations including the oil and gas properties for all periods.
Financial Statements
Note 3 - Summary of Significant Accounting Policies, page 60
2.We understand from your response to prior comment one that you have adopted the Full
Cost Method of accounting for oil and gas producing activities and will conform
disclosures in your periodic reports accordingly, although you state that you do not
believe this is required because you had not engaged in drilling activities.

Given that you report having acquired producing oil and gas properties in your merger
with Barrister Energy LLC, and disclose oil and gas reserves on pages 15 and 71, you are
considered to be engaged in oil and gas producing activities as defined in FASB ASC 932-
10-15-2A, and are required to disclose the accounting method being applied in the notes to
your financial statements by FASB ASC 932-235-50-1.

In addition to resolving the inconsistencies between disclosures of the accounting policy
being applied, please also resolve the inconsistencies between the reserve disclosures on
the pages referenced above and provide all of the information prescribed by FASB ASC
932-235-50 in the supplemental notes to your financial statements.
Note 5 - Acquisition, page 63
3.We have considered the information provided in your response to prior comment two,
indicating that you have not accounted for the transaction with Barrister Energy LLC as a
reverse merger because Cojax Oil and Gas Corporation did not undergo a change in
control; you state that your CEO and CFO "were continuing to exercise control of the
operation and business" following the acquisition.

However, in the Form 8-K that you filed on November 20, 2020 to announce completion
of the transaction, you disclosed that "voting control of CoJax will be held by the former
Barrister Members as new shareholders of CoJax Common Stock" and you quantified that
interest at 99.9% of your outstanding common shares.

 FirstName LastNameJeffrey J. Guzy
 Comapany NameCoJax Oil and Gas Corporation
 March 24, 2022 Page 3
 FirstName LastName
Jeffrey J. Guzy
CoJax Oil and Gas Corporation
March 24, 2022
Page 3
We understand that your CEO held a single common share and that your CFO did not
hold any common shares upon completing this transaction.

You mention that you assumed the $2.7 million purchase obligation of Barrister Energy,
LLC, which arose in an earlier acquisition of its interests in oil and gas properties, and you
refer to subsequent issuances of convertible preferred shares and common shares in
January 2021 and February 2021, which have increased the interests of your CEO and
CFO to about 7% on a full diluted basis as of March 31, 2021 and September 30, 2021.

Given the magnitude of the voting interests conveyed to the former members and the
relative size of the entities, it appears that Barrister Energy LLC should be identified as
the accounting acquirer, following the guidance in FASB ASC 805-10-55-12(a), 55-12(c),
and 55-13.  While the officers may have influence over business operations and policies,
you have not established how this would override the concentration of voting interests; the
subsequent issuances of shares would not be properly considered in the accounting
determination that is required pursuant to FASB ASC 805-20-25-1.

Therefore, it appears that you should comply with the guidance on the preparation of
financial statements following a reverse merger in FASB ASC 805-40-45.
Note 9 - Related Party Transactions, page 65
4.We understand that on January 4, 2021 you issued 30,000 shares of Series A Convertible
Preferred Stock to your CEO and CFO. Please file the certificate of designation for your
Series A Convertible Preferred Stock to comply with Item 601(b)(4) of Regulation S-K.
            You may contact Joseph Klinko, Staff Accountant, at (202) 551-3824 or Karl
Hiller, Branch Chief, at (202) 551-3686 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
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filename1.htm

CoJax Oil & Gas Corp 10-K Letter.pdf

Cojax Oil and Gas Corporation

3033 Wilson Boulevard, Suite E605, Arlington, Virginia. 22201

Telephone: (703) 261-8606; Writer’s Email: jeffrey.guzy@cojaxoilandgas.com

February 9, 2022

BY EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

Attention: Joseph Klinko, Staff Accountant

Re: CoJax Oil and Gas Corporation

Form 10-K for the Fiscal Year ended December 31, 2020 Filed May 14, 2021

File No. 333-232845

Dear Mr. Klinko:

Please see our responses below each SEC comment.

Form 10-K for the Fiscal Year ended December 31, 2020 Financial Statements

Note 3 - Summary of Significant Accounting Policies, page 60

1.We note your disclosure on page 51 indicating that you apply the full cost method of accounting for your oil and gas producing activities, although you have no corresponding disclosure within the notes to your financial statements and have reported in the subsequent interim reports that you are following the successful efforts method. Please revise as necessary to set forth the accounting policy that you apply to your oil and gas producing activities and to resolve the disclosure inconsistencies.

Response: CoJax Oil and Gas Corporation (the “Company”) intends to use the Full Cost Method accounting for oil and gas production activities; however, since the Company has not engaged in any drilling activities, there was no reason to disclose in the footnotes that this is the method. The Full Cost Method is best suited for smaller exploration and producing companies like CoJax Oil and Gas Corporation. As we have not engaged in those activities to date, the Company’s financial statements since inception are not affected by the disclosure inconsistencies. The Company will clarify and amplify its 2021 10-K report for the fiscal year ended December 31, 2021, to be filed by March 31, 2022, in which it will use the Full Cost Method.

1

Note 5 - Acquisition, page 63

2.We note your disclosure indicating you have accounted for the November 17, 2020 acquisition of Barrister Energy, LLC (Barrister) as a business combination and have reported the properties acquired at $10 million, which you represent is the fair value of purchase consideration, including the common shares issued and debt assumed.

However, in the Form 8-K that you filed on June 22, 2020, you indicated that Barrister would be deemed the accounting acquirer and that the transaction would be recorded at the historical cost basis of Barrister. Exhibit 2.2 to the current report indicates the properties of Barrister were acquired on June 1, 2019 in exchange for $2.7 million.

Given that you issued 3,650,000 common shares to complete the transaction and had reported just one outstanding share as of September 30, 2020, tell us why you did not follow your original accounting plan, which appears to have been based on the requirements of FASB ASC 805-40, considering the change in control.

Response: The Company entered into a definitive agreement with Barrister (the “Acquisition Agreement”) on June 16, 2020, and consummated the transactions pursuant to the Acquisition Agreement on November 17, 2020. A current report on Form 8-K dated June 22, 2020, contained several disclosures that were unnecessary and premature at that time and in essence, were forward-looking statements, including the statement that upon the closing of the contemplated acquisition transaction, Barrister would be deemed as the accounting acquirer and that the transaction would be recorded at the historical cost basis of Barrister.

The Company later in the process made a further evaluation of the proposed acquisition transaction and determined that the circumstances of the contemplated acquisition transaction qualified as a business combination with CoJax Oil and Gas Corporation as the acquirer and Barrister Energy, LLC as the acquiree. The Company filed several amendments to this 8-K report dated June 22, 2022, including an 8-K/A report dated August 12, 2020, in which it clarified that the acquisition has not yet occurred and filed the unaudited pro forma condensed consolidated financial statements, reflecting the Company’s treatment of the contemplated acquisition as a business combination. While the measurement value of the assets of Barrister started on June 16, 2020, it was not recorded and not reflected in the financial statements until November 17, 2020, when the recission period ended.

While the former members of Barrister were issued a majority of the Company’s equity upon the closing of the acquisition transaction on November 17, 2020, that was only one of the factors in the determination of whether the change of control has occurred. Because of the existence of other factors, such as (i) the sole director and Chief Executive Officer and Chief Financial Officer were continuing to exercise control of the operation and business of the Company following the acquisition of Barrister’s operations and assets, (ii) the assumption of the $2.7 million indebtedness of Barrister by Cojax, (iii) the issuance of an aggregate of 30,000 shares of Series A Convertible Preferred Stock to the executive officers of the Company, with each share of preferred stock convertible at the option of the holder

2

thereof to 10 shares of common stock, less than two months after the consummation of the acquisition transaction and 10,001 shares of common stock in February 2021, and (iv) a gradual dilution of the equity percentage and voting control by former Barrister’s members supports the Company’s disclosures made in the subsequent reports and the financial statements that the acquisition transaction consummated on November 17, 2020 was a business combination transaction and that no change of control has occurred.

The Company relied on FASB ASC 805-10-55, in particular 805-10-55-2(B) and (C), where we incurred liabilities and issued equity interests. 805-10-55-3(A) where Barrister became a subsidiary of CoJax, in particular 805-10-55-11 where the Company assumed substantial liabilities of Barrister, 805-10-55-12(C) where management retained control of the Board of Directors, and 805-10-55-12(D) where the Company’s senior management dominated and continued to exercise control before and after the acquisition transaction.

3.Please reconcile disclosures indicating that you have utilized June 16, 2020 as the acquisition date with disclosures in your September 30, 2020 interim report stating that the exchange had not been completed, and your disclosure under this heading indicating you completed the transaction on November 17, 2020.

Response: As stated in our response to #2 above, several disclosures made initially in the 8-K report dated June 22, 2020, were unnecessary and premature at that time of filing of that report and incorrectly stated that the acquisition transaction occurred on June 16, 2020. These disclosures were later corrected by amendments to that 8-K report, including an amendment No. 3 to this 8-K report, filed on August 12, 2020, stating that the acquisition has not occurred yet because certain conditions set forth in the Acquisition Agreement have not been met at that time. Specifically, the Company was awaiting an updated version of the SEC Parameters Reserve Report, which the Company received on November 11, 2020. A current report on Form 8-K dated November 20, 2020, correctly stated that the transactions pursuant to the Acquisition Agreement dated June 16, 2020, were consummated on November 17, 2020. The disclosures made by the Company in all periodic reports subsequent to the 8-K report dated June 22, 2020, including the quarterly report on Form 10-Q for the period ended September 30, 2020, and the annual report on Form 10-K for the period ended December 31, 2020, consistently reflect that the acquisition transaction occurred on November 17, 2020. Please see the Company’s response to item #2 above, stating that there was no change of control upon the consummation of the acquisition transaction on November 17, 2020. The Company will file an amendment to the current report on Form 8-K filed on November 20, 2020, to correct the statement in that report regarding the change of control.

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

Jeffrey Guzy, CEO and Chairman of CoJax Oil and Gas Corp.

3

United States securities and exchange commission logo
December 1, 2021
Jeffrey J. Guzy
Chief Executive Officer and Director
CoJax Oil and Gas Corporation
3033 Wilson Blvd, Suite E-605
Arlington, VA 22201
Re:CoJax Oil and Gas Corporation
Form 10-K for the Fiscal Year ended December 31, 2020
Filed May 14, 2021
File No. 333-232845
Dear Mr. Guzy:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2020
Financial Statements
Note 3 - Summary of Significant Accounting Policies, page 60
1.We note your disclosure on page 51 indicating that you apply the full cost method of
accounting for your oil and gas producing activities, although you have no corresponding
disclosure within the notes to your financial statements and have reported in the
subsequent interim reports that you are following the successful efforts method.  Please
revise as necessary to set forth the accounting policy that you apply to your oil and gas
producing activities and to resolve the disclosure inconsistencies.
Note 5 - Acquisition, page 63
2.We note your disclosure indicating you have accounted for the November 17, 2020
acquisition of Barrister Energy, LLC (Barrister) as a business combination, and have
reported the properties acquired at $10 million, which you represent is the fair value of

 FirstName LastNameJeffrey J. Guzy
 Comapany NameCoJax Oil and Gas Corporation
 December 1, 2021 Page 2
 FirstName LastName
Jeffrey J. Guzy
CoJax Oil and Gas Corporation
December 1, 2021
Page 2
purchase consideration, including the common shares issued and debt assumed.

However, in the Form 8-K that you filed on June 22, 2020, you indicated that Barrister
would be deemed the accounting acquirer and that the transaction would be recorded at
the historical cost basis of Barrister.  Exhibit 2.2 to the current report indicates the
properties of Barrister were acquired on June 1, 2019 in exchange for $2.7 million.

Given that you issued 3,650,000 common shares to complete the transaction and had
reported just one outstanding share as of September 30, 2020, tell us why you did not
follow your original accounting plan, which appears to have been based on the
requirements of FASB ASC 805-40, considering the change in control.
3.Please reconcile disclosures indicating that you have utilized June 16, 2020 as the
acquisition date with disclosures in your September 30, 2020 interim report stating that
the exchange had not been completed, and your disclosure under this heading indicating
you completed the transaction on November 17, 2020.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Joseph Klinko, Staff Accountant, at (202) 551-3824 or Karl Hiller,
Branch Chief, at (202) 551-3686 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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OCR Document

COJAX OIL AND GAS CORPORATION
3033 Wilson Boulevard, Suite E-605

Arlington, VA 22201

September 29, 2021

BY EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Anuja A. Majmudar, Attorney-Advisor

Re: CoJax Oil and Gas Corporation

Registration Statement on Form S-1, as amended (File No. 333-257331)

Dear Ms. Majmudar:

In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended (the “Act”), CoJax Oil and Gas Corporation, a Virginia corporation (the “Company”), hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that the Registration Statement will become effective under the Securities Act on October 1, 2021, at 10 a.m. Eastern Daylight Time, or as soon thereafter as practicable. In connection with such request, the undersigned hereby acknowledges the following:

·Should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing.

·The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing.

·The Company may not assert staff comments or the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should you have any questions regarding this matter, please do not hesitate to call Eleanor Osmanoff, Esq., at The Crone Law Group, P.C., counsel for the Company, at (917) 679-5931, email: eosmanoff@cronelawgroup.com.

Thank you for your attention to this matter.

        Sincerely,

/s/ Jeffrey J. Guzy

Jeffrey J. Guzy

Chief Executive Officer

cc: Eleanor Osmanoff, Esq.

United States securities and exchange commission logo
August 31, 2021
Jeffrey J. Guzy
Chief Executive Officer
CoJax Oil and Gas Corporation
3033 Wilson Boulevard, Suite E-605
Arlington, VA 22201
Re:CoJax Oil and Gas Corporation
Amendment No. 3 to Registration Statement on Form S-1
Filed August 23, 2021
File No. 333-257331
Dear Mr. Guzy:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 30, 2021 letter.
Amendment No. 3 to Registration Statement on Form S-1
Cover Page
1.We note your disclosure that the Selling Stockholders may only sell their shares at a fixed
price of $2.00 per share until your common stock is "quoted on the OTCQB or another
public trading market otherwise develops.” Please revise here to further specify that the
Selling Stockholders will sell their shares at a fixed price until the shares are quoted on the
OTC Bulletin Board, OTCQX or the OTCQB or until the shares are listed on a national
securities exchange, at which time they may be sold at prevailing market prices or
privately negotiated prices.  We refer to comment 1 in our letter dated July 9, 2021.

 FirstName LastNameJeffrey J. Guzy
 Comapany NameCoJax Oil and Gas Corporation
 August 31, 2021 Page 2
 FirstName LastName
Jeffrey J. Guzy
CoJax Oil and Gas Corporation
August 31, 2021
Page 2
Exhibits
2.Please obtain and file an updated consent from your auditor.
            Please contact Anuja A. Majmudar, Attorney-Advisor, at (202) 551-3844 or, in her
absence, Laura Nicholson, Special Counsel, at (202) 551-3584 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Eleanor Osmanoff

United States securities and exchange commission logo
July 30, 2021
Jeffrey J. Guzy
Chief Executive Officer
CoJax Oil and Gas Corporation
3033 Wilson Boulevard, Suite E-605
Arlington, VA 22201
Re:CoJax Oil and Gas Corporation
Amendment No. 1 to Registration Statement on Form S-1
Filed July 20, 2021
File No. 333-257331
Dear Mr. Guzy:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1
Exhibits
1.We note that you are incorporated in the state of Virginia and the legal opinion filed as
Exhibit 5.1 is restricted to the federal laws of the United States of America and the laws of
the state of New York.  Please obtain and file a new opinion that addresses the legality of
the securities under the laws of your state of incorporation.  See Item 601(b)(5) of
Regulation S-K. For guidance, refer to Staff Legal Bulletin No. 19 which can be found at
https://www.sec.gov/interps/legal/cfslb19.htm.
2.Please obtain and file as an exhibit the consent of Nova Resource Incorporated regarding
the references to the firm, the use of information contained in and the inclusion of
the reserve report in the registration statement on Form S-1. Refer to Securities Act Rule
436, and Item 601(b)(23) of Regulation S-K.

 FirstName LastNameJeffrey J. Guzy
 Comapany NameCoJax Oil and Gas Corporation
 July 30, 2021 Page 2
 FirstName LastName
Jeffrey J. Guzy
CoJax Oil and Gas Corporation
July 30, 2021
Page 2
            Please contact Anuja A. Majmudar, Attorney-Advisor, at (202) 551-3844 or, in her
absence, Laura Nicholson, Special Counsel, at (202) 551-3584 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Eleanor Osmanoff

CORRESP
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July 22, 2021

Via EDGAR

Securities and Exchange Commission

Division of Corporate Finance

Office of Energy & Transportation

100 F Street, N.W.

Washington, D.C. 20549-0406

Attention: Anuja A. Majmudar, Attorney-Advisor

Re: CoJax Oil and Gas Corporation
Registration Statement on Form S-1
Filed June 24, 2021
File No. 333-257331

Dear Ms. Majmudar:

CoJax Oil and Gas Corporation (the “Company”) filed with the Securities and Exchange Commission (the "Commission") Amendment No. 1 to the registration statement on Form S-1, File No. 333-257331 (the "Amended Registration Statement") on July 20, 2021 in response to the Commission's comment, dated July 9, 2021 (the "Comment Letter”).

Registration Statement on Form S-1 Filed June 24, 2021

Cover Page

1. We note your disclosure that the Selling Stockholders may only sell their shares at a fixed price of $2.00 per share until your common stock is "quoted on the OTCQB or another public trading market otherwise develops.” Please revise here, and make corresponding changes elsewhere in the prospectus, to further specify that the Selling Stockholders will sell their shares at a fixed price until the shares are quoted on the OTC Bulletin Board, OTCQX or the OTCQB or until the shares are listed on a national securities exchange, at which time they may be sold at prevailing market prices or privately negotiated prices. In this regard, note that we do not consider quotation on the OTC Pink to be an established trading market for purposes of satisfying Item 501(b)(3) of Regulation S-K.

Response:  The Company acknowledges that the OTC Pink tier is not an established trading market for purposes of satisfying Item 501(b)(3) of Regulation S-K.  The Amended Registration Statement has been revised accordingly and, in addition to the cover page, includes the statements in the following sections of the prospectus, without limitations: (a) Summary of the Offering; (b) Determination of Offering Price, and (c) Plan of Distribution, specifying that the Selling Stockholders will sell their shares at a fixed price until the shares are quoted on the OTC Bulletin Board, the OTCQX or the OTCQB tiers of OTC Markets or listed on a securities exchange.

500 Fifth Ave, Suite# 938, New York, NY 10110

9665 Wilshire Boulevard, Suite 895, Beverly Hills, CA 90212

   NYC Office: 646.861.7891

CA Office: 818.930.5686

www.cronelawgroup.com

United States Securities and Exchange Commission

July 22, 2021

Page 2 of 4

The Company respectfully submits via EDGAR the foregoing responses to the Commission and the Amended Registration Statement.

The Company and its management are aware of their responsibility for the accuracy and adequacy of their disclosures in all filings with the Commission, notwithstanding any review, comments, action or absence of action by the staff.

We hope the foregoing adequately addresses the comments of the Commission. If we can provide any further assistance, please do not hesitate to contact the undersigned.

Sincerely,

THE CRONE LAW GROUP

 /s/ Mark E. Crone

Mark E. Crone

Partner

cc: Jeffrey J. Guzy

500 Fifth Ave, Suite# 938, New York, NY 10110

9665 Wilshire Boulevard, Suite 895, Beverly Hills, CA 90212

   NYC Office: 646.861.7891

CA Office: 818.930.5686

www.cronelawgroup.com

United States securities and exchange commission logo
July 9, 2021
Jeffrey J. Guzy
Chief Executive Officer
CoJax Oil and Gas Corporation
3033 Wilson Boulevard, Suite E-605
Arlington, VA 22201
Re:CoJax Oil and Gas Corporation
Registration Statement on Form S-1
Filed June 24, 2021
File No. 333-257331
Dear Mr. Guzy:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 Filed June 24, 2021
Cover Page
1.We note your disclosure that the Selling Stockholders may only sell their shares at a fixed
price of $2.00 per share until your common stock is "quoted on the OTCQB or another
public trading market otherwise develops.”  Please revise here, and make corresponding
changes elsewhere in the prospectus, to further specify that the Selling Stockholders will
sell their shares at a fixed price until the shares are quoted on the OTC Bulletin Board,
OTCQX or the OTCQB or until the shares are listed on a national securities exchange, at
which time they may be sold at prevailing market prices or privately negotiated prices.  In
this regard, note that we do not consider quotation on the OTC Pink to be an established
trading market for purposes of satisfying Item 501(b)(3) of Regulation S-K.

 FirstName LastNameJeffrey J. Guzy
 Comapany NameCoJax Oil and Gas Corporation
 July 9, 2021 Page 2
 FirstName LastName
Jeffrey J. Guzy
CoJax Oil and Gas Corporation
July 9, 2021
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Anuja A. Majmudar, Attorney-Advisor, at (202) 551-3844 or, in her
absence, Laura Nicholson, Special Counsel, at (202) 551-3584 with any questions.

Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Eleanor Osmanoff

CORRESP
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CoJax Oil and Gas Corporation

3033 Wilson Boulevard, Suite E-605, Arlington, Virginia 22201

Telephone: (703) 216-8606

October 6, 2020

VIA EMAIL – packebuschj@sec.gov

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

ATTENTION:  J. Packebusch, Staff Attorney

RE:  Registration Statement on Form S-1

   File No. 333- 249080

Filed: September 28, 2020

   Effectiveness Request

   Requested Date:  Friday, October 9,  2020

   Requested Time:  1:00 P.M. Washington, D.C. Time

Dear Ms. Packebusch:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), CoJax Oil and Gas Corporation (the “Company” or “we”) hereby requests that the effective date of the above-referenced Form S-1 registration statement (the “Registration Statement”) be accelerated to October 9, 2020, at 1:00 p.m., Washington, D.C. time, or as soon thereafter as practicable that the Registration Statement be declared effective. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act and underlying rules in respect of the Registration Statement and any distribution of a prospectus.

Once the Registration Statement is effective, please send a copy of the written order from the Securities and Exchange Commission verifying the effective time and date of the Registration Statement to the Company, Attention: Jeffrey J. Guzy, by email to jeffrey.guzy@cojaxoilandgas.com.

There is no underwriter or placement/sales agent for the Registration Statement, which is a direct offering of securities by officers and director of the Company. As of the date of this letter, no preliminary prospectuses to the Registration Statement have been distributed by the Company to prospective investors or any others.

If you have any questions regarding this request, please contact Jeffrey J. Guzy of the Company at (703) 216-8606 or Paul Richter, Attorney, at PW Richter, plc, outside counsel, at (703) 725-7299.

Sincerely,

/s/ Jeffrey J. Guzy

Jeffrey J. Guzy, Chairman of the Board of Directors

cc: Paul Richter, PW Richter plc

United States securities and exchange commission logo
October 5, 2020
Jeffrey Guzy
Chief Executive Officer
CoJax Oil & Gas Corp
3033 Wilson Boulevard, Suite E-605
Arlington, VA 22201
Re:CoJax Oil & Gas Corp
Registration Statement on Form S-1
Filed September 28, 2020
File No. 333-249080
Dear Mr. Guzy:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Liz Packebusch, Staff Attorney, at (202) 551-8749 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Paul W. Richter

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CoJax Oil and Gas Corporation

3033 Wilson Boulevard, Suite E-605

Arlington, Virginia 22201

Telephone: (703) 216-8606

August 8, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

ATTENTION:  Kevin Dougherty, Office of Natural Resources, Division of Corporation Finance

Lauren Nguyen, Legal Branch Chief

John Cannarella, Accounting Branch Chief

 RE:

 Registration Statement on Form S-1, As Amended

 File No. 333- 232845

 Effectiveness Request

 Requested Date:

 August 12, 2019

 Requested Time:

 1:00 P.M. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), CoJax Oil and Gas Corporation (the “Company” or “we”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to August 12, 2019, at 1:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, PW Richter, plc request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

Once the Registration Statement is effective, please orally confirm the event with our counsel, PW Richter, plc, by calling its member, Paul Richter, at (703) 725-7299. We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective time and date of the Registration Statement be sent to the Company, Attention: Jeffrey Guzy,  by email to jeff@jeffguzy.com.

There is no underwriter or placement agent for the Registration Statement, which is a direct offering of securities by directors of the Company,  and, as of the date of this letter, no preliminary prospectuses to the Registration Statement have been distributed by the Company or its directors to prospective investors, underwriters or others.

If you have any questions regarding this request, please contact Jeffrey Guzy of the Company at (703) 216-8606 or Paul Richter, attorney at PW Richter, plc, outside counsel, at (703) 725-7299.

Sincerely,

/s/ Jeffrey J. Guzy

Jeffrey J. Guzy, Chairman of the Board of Directors

cc: Paul Richter, PW Richter plc

August 7, 2019
Jeffrey J. Guzy
Executive Chairman
CoJax Oil & Gas Corp
3033 Wilson Boulevard, Suite E-605
Arlington, Virginia 22201
Re:CoJax Oil & Gas Corp
Registration Statement on Form S-1
Filed July 26, 2019
File No. 333-232845
Dear Mr. Guzy:
            We have reviewed your 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed July 26, 2019
Exhibits and Financial Statement Schedules
Exhibit 23.1, page 57
1.Please have your independent auditor update the date of its consent relating to
its audit report prior to the effectiveness of the registration statement.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameJeffrey J.  Guzy
 Comapany NameCoJax Oil & Gas Corp
 August 7, 2019 Page 2
 FirstName LastName
Jeffrey J.  Guzy
CoJax Oil & Gas Corp
August 7, 2019
Page 2
            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
cc:       Paul W. Richter

June 26, 2019
Jeffrey J. Guzy
Executive Chairman
CoJax Oil & Gas Corp
3033 Wilson Boulevard, Suite E-605
Arlington, Virginia 22201
Re:CoJax Oil & Gas Corp
Amendment No.2 to
Draft Registration Statement on Form S-1
Submitted June 11, 2019
CIK No. 0001763925
Dear Mr. Guzy:
            We have reviewed your amended 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 June 11, 2019
Prospectus Cover Page, page 4
1.Disclosure here indicates that you are offering 3 million shares of common stock for
maximum gross proceeds of $3,000,000.  However, elsewhere in your registration
statement, you indicate that maximum proceeds will be $6,000,000.  Please revise the
disclosures throughout your filing to resolve the inconsistencies.
Corporate History and Recent Developments, page 9
2.We note your revised disclosure in response to comment 3, as well as the agreement with
Newbridge Securities Corporation filed as Exhibit 10.7. Please also disclose the material

 FirstName LastNameJeffrey J.  Guzy
 Comapany NameCoJax Oil & Gas Corp
 June 26, 2019 Page 2
 FirstName LastName
Jeffrey J.  Guzy
CoJax Oil & Gas Corp
June 26, 2019
Page 2
terms of this agreement, including:
•the contingent fee, of 9% of your aggregate equity value, payable in common stock, to
be issued with 5 days of the consummation of this offering;
•the lock-up provisions applicable to these shares; and
•the expenses of Newbridge covered under the agreement, regardless of whether this
offering closes.
Management's Discussion and Analysis
General, page 18
3.Please expand your disclosures in MD&A to also address your results of operations and
financial condition through the most recent interim period for which financial statements
are required to comply with Item 303(b) of Regulation S-K.  The Summary Financial Data
tabulations that appear on pages 12 and 13 may also be revised to include details
pertaining to periods covered by the interim financial statements that are required in the
filing.
Use of Proceeds, page 35
4.We note your revisions in response to comment 6. However, we also note that you have
revised to disclose that this is a best efforts, minimum-maximum offering. As such, please
disclose the use of proceeds if the minimum amount of your common stock is sold.
            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

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