All revenues are from production from the Gulf State Drilling Region in Alabama.

NOTE 4 – LEASES

Effective January 1, 2019, the Company adopted ASU 2016-02, Leases (Topic 842). The purpose of this guidance is to increase transparency and comparability among organizations by recognizing certain lease assets and lease liabilities on the disclosuresbalance sheet and disclosing key information about leasing arrangements. The main difference between previous GAAP methodology and the method proposed by this new guidance is the recognition on the balance sheet of contingentcertain lease assets and lease liabilities by lessees for those leases that were classified as operating leases under previous GAAP.

The Company made accounting policy elections to not capitalize leases with a lease term of twelve months or less and to not separate lease and non-lease components for all asset classes. The Company has also elected to adopt the package of practical expedients within ASU 2016-02 that allows an entity to not reassess prior to the effective date (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases, or (iii) initial direct costs for any existing leases and the practical expedient regarding land easements that exist prior to the adoption of ASU 2016-02. The Company did not elect the practical expedient of hindsight when determining the lease term of existing contracts at the date ofeffective date.

The Company has a month-to-month rental agreement for our offices in the financial statementsArlington, Virginia 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 and transactions. Actual results could differ from those estimates and would impact future results of operations and cash flows.Laurel, Mississippi.

Basic and Diluted Loss per ShareNOTE 5 – EARNINGS (LOSS) PER SHARE INFORMATION

The Company computes basic loss per share in accordance with ASC 260, "Earnings per Share," which requires presentation of both basic and diluted earnings per share ("EPS") on the face of the statement of operations. Basic EPS is computed by dividing net loss available to common shareholders by the weighted averageweighted-average number of common shares outstanding during the period. Diluted EPS gives effect to all dilutive potential sharesThe Company computes diluted loss per share by dividing net loss by the sum of the weighted-average number of common stockshares outstanding duringand the period usingweighted-average dilutive common share equivalents outstanding.

NOTE 6 – FAIR VALUE MEASUREMENTS

Fair value is the treasury stock methodprice that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The authoritative guidance requires disclosure of the framework for measuring fair value and convertible preferred stock usingrequires that fair value measurements be classified and disclosed in one of the if-converted method. In computingfollowing categories:

Level 1:  Unadjusted quoted prices in active markets that are accessible at the diluted EPS, the average stock pricemeasurement date for identical, unrestricted assets or liabilities. We consider active markets as those in which

transactions for the period is usedassets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:  Quoted prices in determiningmarkets that are not active, or inputs that are observable, either directly or indirectly, for substantially the numberfull term of shares assumedthe asset or liability. This category includes those derivative instruments that we value using observable market data. Substantially all of these inputs are observable in the marketplace throughout the full term of the derivative instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace.

Level 3:  Measured based on prices or valuation models that require inputs that are both significant to be purchasedthe fair value measurement and less observable from the exercise of stock optionsobjective sources (i.e., supported by little or warrants.  Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. Thereno market activity).

Fair value estimates discussed herein are no dilutive sharesbased upon certain market assumptions and pertinent information available to management as of June 30, 2020, or 2019.

NOTE 4 – ACCRUED EXPENSES

At2021 and June 30, 2020,2020. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.

NOTE 7 – ASSET RETIREMENT OBLIGATION

The Company records the obligation to plug and December 31, 2019,abandon oil and gas wells at the Company haddates properties are either acquired or the following accrued expenses: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:

NOTE 5 – NOTES PAYABLE

Related PartyNOTE 8 – CONTINGENCIES AND COMMITMENTS

The Company is a party to several loans with related parties. The note holder is the CEO and Executive Chairman of the Company. At June 30, 2020, and December 31, 2019, notes payable consisted of the following:

NOTE 6 – RELATED PARTY TRANSACTIONS

For the period ending June 30, 2020, there are three related party loans payable (see NOTE 5) between the Company's Executive Chairman and the Company. There were no other related party transactions between any of the Company's directors or executive officers or any person nominated or chosen by the Company to become a director or executive officer.

For the period ending December 31, 2019, there were two related party loans payable (see NOTE 5) between the Company's Executive Chairman and the Company. There were no other related party transactions 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.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

Entry into a Material Definitive Agreement

On June 16, 2020, CoJax Oil and Gas Corporation, a Virginia corporation ("CoJax" or "Company") and Barrister Energy, LLC, a Mississippi limited liability company ("Barrister"), entered into an Acquisition Agreement ("Agreement"). CoJax will issue Three Million Six Hundred and Fifty Thousand (3,650,000) shares of CoJax Common Stock, $0.01 par value per share, ("CoJax Shares"). CoJax will assume Two Million Seven Hundred Thousand Dollars ($2,700,000) of Barrister debts ("Assumed Debt") in exchange for all Membership Interests held by Barrister Members. The conduct and consummation of the closing of the Agreement and exchange of CoJax Shares for Membership Interests of Barrister held by its Members in accordance with the Agreement ("Exchange") are subject to certain conditions, which conditions must be met to consummate the Exchange.  The Agreement also affords CoJax and Barrister Members with the right to rescind the Exchange if certain conditions are not timely satisfied.  See: "Other Conditions to Consummation of the Exchange" for conditions to the consummation of the Exchange.  Rescission rights of CoJax and Barrister are discussed in our 8-K filing in Item 1.01.

The Assumed Debt is a significant financial burden for CoJax and CoJax does not have the funds, assets, or funding commitments as of the date of the filing of this Form 10-Q to pay off the Assumed Debt. CoJax will have to raise funds to pay off the Assumed Debt or restructure the Assumed Debt.  There is no assurance, especially in light of the chaotic economic conditions imposed by COVID-19 pandemic on the U.S. and world economies and the oil production industry and the uncertainty about when that impact will end, that CoJax can timely pay off or restructure the Assumed Debt.

Because of the uncertainty of the conditions being met at June 30, 2020, this transaction was not reflected in the accompanying financial statements as of June 30, 2020. We anticipate this transaction will increase our assets by $10,000,000 and our liabilities and equity by $10,000,000.

Operating Lease Commitments

The Company has no lease obligations at June 30, 2021 and June 30, 2020. The Company has a month-to-month rental agreement for an office share in Arlington, Virginia beginning on April 1, 2018, for $50 per month. Additionally, the Company has no known contingencies as of June 30, 2020,2021, and June 30, 2019.2020.

Purchase Commitments

The Company has no purchase obligations at June 30, 2021.

Significant Risks and Uncertainties

Concentration of Credit Risk – Cash – The Company maintains cash and cash equivalent balances at a single financial institution that are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. At June 30, 2021 and December 31, 2020, the Company had no exposure in excess of insurance.

Concentration of Credit Risk – Accounts Receivable – The Company had no revenue generating operations and therefore no accounts receivable as of the date of these financial statements.

Legal Matters

During the conductcourse 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 issues.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 9 – RELATED PARTY TRANSACTIONS

On January 4, 2021 the Company issued 20,000 shares of Series A convertible preferred stock to Jeffrey J. Guzy, the CEO and 10,000 shares of Series A convertible stock to Wm. Barrett Wellman, the CFO. Each share is convertible at the option of the holder to ten (10) shares of common stock. The fair value of $600,000 ($20 per share) has been recorded as part of accrued salaries and payroll taxes.  The fair value was based on the value assigned to common stock ($2 per share) multiplied by 10. Additionally, on January 4, 2021 the Company issued 5,000 shares of Common Stock to each of the officers valued at $2 per share.

For the year ending December 31, 2020, there were two related party transactions between the Company’s Executive Chairman and the Company. There were no other related party transactions 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.

NOTE 10 – STOCKHOLDERS’ EQUITY

EIDL Grant (SBA Economic Injury Disaster Loan)Authorized Capital

On April 10,As of June 30, 2021, the Company has 300,000,000 authorized shares of Common Stock at $0.01 par value and 50,000,000 authorized shares of Preferred Stock at a par value of $0.10.

Preferred Stock

During the period ending June 30, 2021, the Company issued 30,000 shares of Series A convertible preferred stock to its officers (see NOTE 9) in settlement of $600,000 of accrued salary. During the period ending June 30, 2020, the Company appliedissued no shares of Preferred Stock.

Common Stock

During the period ending June 30, 2021, the company issued 310,250 shares of common stock to Newbridge Securities Corporation in settlement of $620,500 in M&A fees for an EIDL loan. On April 17, the Company was notified by the SBA that we do not qualify. However, the SBA deposited a $1,000 advance into our bank account. This advance is considered a grant, not a loan,Barrister acquisition, 100,000 shares of common stock to various vendors in settlement of $200,000 in service and is therefore not repayable.consulting fees and 10,000 shares of common stock to its executive officers.

During the first quarter of 2021 the company issued 17,500 shares of common stock for sale of shares for cash.

During the periods ending June 30, 2021 and June 30, 2020, the Company did not repurchase any shares.

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.

Capital Contributions

During the periods ending June 30, 2021 and June 30, 2020, the Company did not receive any capital contributions.

NOTE 8 -11 – SUBSEQUENT EVENTS

The Company hadhas 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. In addition to the acquisition of Barrister mentioned in Note 7, the managementManagement of the Company decided the following subsequent reportable events to be disclosed:

Note Payable -SBA Paycheck Protection Program Loan from CEO

On JulyFebruary 15, 2020,2021, the Company's CEOCompany 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 $41,665 loan. On May 6, 2021, the SBA PPP loan was approved and Executive Chairman loaned $37,215transferred to the Company to be used for payment of accrued payroll and related payroll taxes. We do not expect to be required to repay any portion of the Company issued a promissory noteloan. 100% of the funds were disbursed for such amount. The promissory note is unsecuredsalaries and bears interest at 2% per annum principal and accrued interest mature onpayroll taxes by July 15,31, 2021.

COVID - 19

COVID-19 Pandemic.  By late December 2019, China advisedExtension of Note Payable

On May 29, 2021, The Company and Central Operating, LLC entered into and executed the World Health Organization ("WHO") of a new strain of the coronavirus (COVID-19) that had arisen in Wuhan, China,Amended and spread throughout China. From China, COVID-19 has spread by early 2020 to almost all other parts of the developed world, including the United States. On January 30, 2020, WHO declared the outbreak of COVID-19 a "Public Health Emergency of International Concern," and then, on March 11, 2020, declared the COVID-19 outbreak as a global "pandemic."  

COVID-19 pandemic has disrupted our operations by limiting travel and interactions by our limited staff with persons who are crucial to our efforts to develop our proposed business or manage company affairs. This adverse impact has hindered or delayed, but not stopped, our business development efforts.  Importantly, COVID-19 pandemic has, along with oil pricing disputes among certain members of the Organization of Petroleum Exporting Countries or "OPEC," injected volatility for and depressed prices for crude oil market prices in the marketplace and reduced worldwide demand for crude oil.  When we commence oil production efforts, we may face a difficult business and financial environment due, in part, to the COVID-19 pandemic and its impact on demand for crude oil.  We cannot determine as ofRestated Promissory Note which extended the date of the filingrepayment of this Form 10-Q the long term impact of COVID-19 pandemic on our company orBarrister Original Promissory Note to October 1, 2021, and restated all other provisions contained in the U.S. or foreign market demand for crude oil.Barrister Original Promissory Note.

Trading Symbol Process

The Company is in the process of working with our attorneys on preparation of an Information Statement that will be the basis for establishing a trading symbol on the OTC Markets.

Item 2.Management's Management’s Discussion and Analysis of Financial Condition and Results of Operations

General. Management's discussionManagement’s Discussion and analysisAnalysis of Financial Condition and Results of Operations analyzes the major elements of our financial conditionbalance sheets and resultsstatements of operationsoperations. This section should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2020, and our interim unaudited financial statements and accompanying notes thereto included elsewhereto these financial statements.

Overview

CoJax is a growth oriented independent exploration and production company based in this prospectus. This discussion contains forward-looking statementsArlington, Virginia and involves numerous risksis engaged in oil and uncertainties, including, but not limited to, those described in the "Risk Factors" section of this prospectus. See "Forward-Looking Statements." Future results could differ significantly from the historical results presented in this section. The following discussionnatural gas development, production, acquisition, and analysis contain forward-looking statements and involves numerous risks and uncertainties, including those described under the heading "Risk Factors." Actual results may differ materially from those contained in any forward-looking statements. You should read this discussion and analysis together with our audited condensed balance sheet and related notes in our Form S-1 Registration Statement (SEC File Number 333-232845) and amendments thereto. 

We incorporated on November 13, 2017, under the laws of the Commonwealth of Virginia to acquire, fund, and operate crude oil production from assetsexploration activities currently focused in the Gulf States Drill Region.

Business Description and Plan of Operation

CoJax is currently engaged in oil and natural gas acquisition, exploration, development and production in Alabama. We focus on developing our existing properties, while continuing to pursue acquisitions of oil and gas properties with upside potential.

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.

Executive Summary - Second Quarter 2021 Developments and Highlights

COVID-19 Impact

In December of 2020, the Food and Drug Administration authorized the use of the COVID 19 vaccination in the United States.  The shots were first administered to front line workers and the elderly but were soon made available to all adults.  The daily new infections peaked in the first quarter of 2021 and have seen an overall steady decline, giving states the ability to reopen to certain extents. In March 2021, the Federal Government passed a $1.9 trillion coronavirus relief package which included direct payments to qualifying individuals, extended unemployment benefits, and state and local assistance.  The demand for oil and gas is expected to increase as the economy recovers which should strengthen oil prices. While oil prices have increased to pre-pandemic levels, volatility due to OPEC actions and other factors affecting the global supply and demand of oil and natural gas may continue.  

Results of Operations – For the Three andSix Months Ended June 30, 2021, and 2020

Oil and natural gas sales.  For the six months ended June 30, 2021, oil and natural gas sales revenue increased $8,160 to $8,160, compared to $0 for the same period during 2020, entirely as a result of the Company’s acquisition of Barrister Energy, LLC. For the three months ended June 30, 2021, and 2020 there were no sales of oil and natural gas.

Oil and gas production costs.  Our lease operating expenses (LOE) increased from $0 per barrel of oil equivalent (BOE) for the six months ended June 30, 2020, to $28,410 or $155.25 per BOE for the six

We caution you that these forward-looking statements are subject to allmonths ended June 30, 2021. Lease operating expenses were $1,468 for the three months ended June 30, 2021, and $0 for the three months ended June 30, 2020,

Production taxes.  Production taxes as a percentage of the risksoil and uncertainties, most of which are difficult to predict and many of which are beyond our control, incident to the exploration for and development, production, gathering, and sale of oil.  While our properties may produce natural gas or "gas," we do not currently exploit or regard natural gas as an ongoing revenue source from existing oil production operations.  The exploitation of gas may change if our oil drilling produces sufficient quantities of gas to warrant its exploitation and sale. These risks include but are not limited to, commodity price volatility, inflation, lack of availability of drilling and production equipment and services, availability of affordable funding, availability of qualified personnel, environmental risks, drilling, and other operating risks, regulatory changes,sales were 0% during the uncertainty inherent in estimating oil reserves and in projecting future rates of production, cash flow and access to capital, the timing of development expenditures, and the other risks described under "Risk Factors" in this prospectus.  

Reserve engineering is a process of estimating underground accumulations of natural gas and oil that cannot be measured precisely. The accuracy of any reserve estimate depends on the quality of available data, the interpretation of such data and price and cost assumptions made by reserve engineers. Also, the results of drilling, testing, and production activities may justify revisions of estimates that were created previously. If significant, such revisions would change the schedule of any further production and development drilling. Accordingly, reserve estimates may differ significantly from the quantities of natural gas and oil that are ultimately recovered.  

We will use oil reserve reports as one factor in deciding whether to drill in the property of a specific oil lease.  Reserve estimates depend on many assumptions that may turn out to be inaccurate. Any material inaccuracies in reserve estimates or underlying assumptions will materially affect the quantities and present value of oil from a drilling site.

Should one or more of the risks or uncertainties described in this prospectus occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. 

All forward-looking statements, expressed or implied, included in this prospectus are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or forward-looking oral statements that we or persons acting on our behalf might issue.

Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this prospectus.

About this Discussion. The following discussion will assist in understanding the financial position, liquidity, and results of operations of CoJax Oil and Gas Corporation. ("we", "our" or the "Company"). The information below should be read in conjunction with the condensed financial statement and the related notes to condensed financial statements.

Overview. We are a start-up corporation seeking to become an independent energy company focused on the acquisition and subsequent exploitation and development of crude oil in the Gulf States Drill Region. We were incorporated under the laws of the Commonwealth of Virginia on November 13, 2017.  Upon sufficient funding, we will seek to identify leases for properties with proven oil reserves in the Gulf States Drill Region and, upon assignment of the lease or leases, lease or acquire the equipment and assets for establishing one or two oil rigs, retain the oil drilling and production operational personnel and commence drilling.   

Results of Operations for the Three and Sixsix months ended June 30, 2020, and remained steady at 6%, or $490, for the six months ended June 30, 2019:2021, and $0 for the three months ended June 30, 2021, and June 30, 2020.  These rates are expected to stay relatively steady unless we make acquisitions in other states with differing production tax rates, or the state of Alabama change their production tax rates.

Depreciation, depletion, amortization and accretion.  Our depreciation, depletion, amortization and accretion expense was $1,208 for the six months ended June 30, 2021, compared to $0 during the same period in 2020. For the three months ended June 30, 2021, the accretion expense was $604 and $0 for the same period in 2020. The increase was the result of the acquisition of Barrister Energy, LLD.  

General and administrative expenses.  General and administrative expense increased $235,282 to $344,987 for the six months ended June 30, 2021, as compared to $109,705 for the six months ended June 30, 2020.  Revenues: The Company had no oilincrease in general and gas revenues administrative expense is primarily attributable to stock-based compensation related expenses and no revenue-producing operations.  the acquisition of Barrister Energy, LLC. General and administrative expense increased $26,313 to $103,574 for the three months ended June 30, 2021, as compared to $77,261 for the three months ended June 30, 2020. The increase in general and administrative expense is primarily attributable to legal, stock transfer and audit fees.

Operating Expense:  The Company had no oil and gas operating expenses.Other operating

Interest expense.  Interest expense was $109,705increased $441 to $1,266 for the six months ended June 30, 2021, as compared to $825 for the six months ended June 30, 2020, and $10,300increased $185 to $636 for the three months ended June 30, 2019. 

2021 as compared to $451 for the three months ended June 30, 2020.  

Liquidity and Capital Resources: We have incurred net operating losses and operating cash flow deficits since inception, continuing throughNet income (loss).  For the six months ended June 30, 2020, and 2019. We are in2021, the early stagesCompany had net loss of acquisition and development$368,196, as compared to net loss of oil and gas leaseholds and properties, and we have been funded primarily by a combination of loans or contributions of Jeffrey Guzy, an officer and director of the Company.  This limited funding has been inadequate as of the date of this 10-Q to fund our business strategy. It has covered just general administration and legal compliance$109,530 for the Company as well as paying accounting and legal fees for work performed in connection with our Offering.

We had cash and cash equivalents atsix months ended June 30, 2020,2020. For the three months ended June 30, 2021, the Company had net loss of $78,308. At December 31, 2019, we had cash$106,278, as compared to net loss of $76,712 for the three months ended June 30, 2020. The primary contributor to this change is the acquisition of Barrister Energy, LLC.

Sales volumes and cash equivalents totaling $27,689.  

We believe that our working capital on hand, as of the date of this report, will not be sufficient to fund our plan of operations over the next 12 months.  We require additional capital within the next 12 months. Our ability to obtain additional financing may be impaired by many factors outside of our control, including the capital markets (both generally and in the crude oil industry in particular), our lack of operating history, the location of our proposed or future crude oil properties andcommodity prices of crude oil on the commodities markets (which will affect the amount of asset-based financing available to us) and other factors. Further, if crude oil prices on the commodities markets decline, our revenues will likely decrease, and such reduced revenues may increase our requirements for capital.received

Debt or equity financing arrangements may not be available to us or may be available only on unfavorable terms. Additionally, these alternatives could be highly dilutive to our existing stockholders and may not provide us with sufficient funds to meet our long-term capital requirements. We may continue to incur substantial costs in the future in connection with raising capital to fund our business, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing and distribution expenses, and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we may issue, which may adversely affect our financial condition. If the amount of capital we can raise from financing activities, together with our revenues from operations, is not sufficient to satisfy our capital needs (even to the extent that we reduce our operations), we will be required to reduce operating costs, which could jeopardize our future strategic initiatives and business plans. We may be required to sell some or all of our properties (which could be on unfavorable terms), seek joint ventures with one or more strategic partners, strategic acquisitions and other strategic alternatives, cease our operations, sell or merge our business, or file a petition for bankruptcy (either liquidation or reorganization under the U.S. Bankruptcy Code).  

The following table summarizespresents our total current assets, total current liabilities,sales volumes and working capital (deficit) as ofreceived pricing information for the three and six month periods ended June 30, 2020,2021 and December 31, 2019:2020:

Changes inCapital Resources and Liquidity

For the six months ended June 30, 2021, the Company had cash on hand of $82,954, compared to $44,051 as of December 31, 2020.  The Company had net cash provided by and (used in) ourused in operating investing and financing activities for the six months ended June 30, 2020, and June 30, 2019, are outlined2021, of $37,762, compared to $27,773 for the same period of 2020.  The primary difference in the following table:

Cash Flowscash used in operations was the difference in stock payments to vendors for previous services from Operating Activities: Net cash from operating activities is derived from net loss from operations adjusted for non-cash items, changes in the balances of accounts receivables, deposits, and prepaid expenses, accounts payables, accrued expenses, and other payables.  For the six months ended June 30, 2020, and June 30, 2019,2021 to 2020.  The Company had net cash used by operatingin investing activities was $27,773, and $0, respectively.  

Cash Flows from Financing Activities: Total net cash provided by financing activities was $78,392 andof $0 for the six months ended June 30, 2020, and 2019. The net increase2021, compared to $0 in 2020.  Net cash provided by financing activities was derived from loans from our Executive Chairman of the Board of Directors ($28,400) and the SBA Paycheck Protection Program ($49,992). For more details about this debt, see Note 5 in this filing and Notes to the Condensed Financial Statements for the periods ended December 31, 2019, and December 31, 2018, in our Form 10-K (SEC File Number 333-232845) and amendments thereto, incorporated by reference herein.

Stockholders' Equity: Authorized Capital. As of June 30, 2020, and December 31, 2019, the Company has 300,000,000 authorized shares of Common Stock at $0.01 par value and 50,000,000 authorized shares of serial Preferred Stock at a par value of $0.01. 

During the periods ended June 30, 2020, December 31, 2019, the Company did not repurchase any shares. 

There were no issuances of common stock for the periods ended June 30, 2020, and December 31, 2019.  There were no issuances of preferred stock during the periods ended June 30, 2020, and December 31, 2019. 

The one share of common stock issued was under an exemption from registration under Section 4(a)(2) of the Securities Act and Section 13.1-514b(10) of the Code of Virginia, 1950, as amended.

Capital Contributions. There were no capital contributions during the periods ended June 30, 2020, or December 31, 2019. 

Planned Capital Expenditures: The Company had no planned capital expenditures and no existing assignments or leases for oil-producing properties, or related assets,$76,665 for the six months ended June 30, 2020,2021, and fiscal year 2019.  

$78,392 for the same period in 2020.  

The Company incurred no development costs relatedCOVID-19 pandemic reduced global economic activity and negatively impacted energy demand during the previous twelve months. Demand for oil and natural gas is slowly returning to the purchasepre-pandemic levels as COVID-19 vaccines rates and economic activity have increased. Additionally, we have implemented several additional initiatives to maximize free cash flow, reduce our debt level, maximize our liquidity position and ultimately realize greater shareholder value.

Capital Resources for Future Acquisition and Development Opportunities

We continuously evaluate potential acquisitions and development of working interest in wells duringopportunities. To the periods ended June 30, 2020, extent possible, we intend to acquire producing properties and/or December 31, 2019. The Company hasdeveloped undrilled properties rather than exploratory properties.  We do not intend to limit our evaluation to any one state.  We presently have no such interests in wells asintention to evaluate offshore properties or properties located outside of the date of this filing.United States.

Effects of Inflation and Pricing:   Pricing

The oil and natural gas industry is very cyclical and the demand for goods and services byof oil field companies, suppliers and others associated with the sector put significantindustry puts pressure on the economic stability and pricing structure within the industry. Typically, as prices for oil and natural gas increase, so do all other associated costs increase as well. Conversely, in a period of declining prices, associated cost declines are likely to lag and may not adjust downward in proportion to the declining prices.costs. Material changes in prices also affect ourimpact the current revenue stream, estimates of future reserves, impairment assessmentsborrowing base calculations of oil properties,bank loans and valuesthe value of properties in purchase and sale transactions. Material changes in prices can affectimpact the value of oil and natural gas companies and their ability to raise capital, borrow money and retain personnel. While we do not currently expectWe anticipate business costs to increase materially, higher oil prices could result in increases in the costs of materials, services, and personnel.  The recent drop and fluctuations in the market price for crude oil have adversely affected the demand or ability of companies to finance domestic oil exploration.   Our need for adequate funding to expand oil production is hampered by current market conditions for crude oil, which have become more volatile and unpredictable as of the date of this prospectus. 

Critical Accounting Policies: The establishment and consistent application of accounting policies is a vital component of accurately and fairly presenting our condensed financial statementswill vary in accordance with accounting principles generally acceptedcommodity prices for oil and natural gas, and the associated increase or decrease in the United States of America ("GAAP"), as well as ensuring compliance with applicable laws and regulations governing financial reporting. While there are rarely alternative methods or rules from which to select in establishing accounting and financial reporting policies, a proper application often involves significant judgment regarding a given set of facts and circumstances and a complex series of decisions.  

Asset Retirement Obligations. The Company would, when and if operational, face possible retirement obligationsdemand for certain assets. The fair values of these obligations are recorded as liabilities on a discounted basis, which is typically at the time the assets are installed. In the estimation of fair value, the Company uses assumptions and judgments regarding such factors as the existence of a legal obligation for an asset retirement obligation; technical assessments of the assets; estimated amounts and timing of settlements, discount rates, and inflation rates. Asset retirement obligations incurred in the current period were Level 3 fair value measurements. The costs associated with these liabilities are capitalized as part of the related assets and depreciated as the reserves are produced. Over time, the liabilities are accreted for the change in their present value.

Asset retirement obligations for downstream facilities generally become firm at the time the facilities are permanently shut down and dismantled. These obligations may include the costs of asset disposal and additional soil remediation. However, these sites have indeterminate lives based on plans for continued operations. As such, the fair value of the conditional legal obligations cannot be measured, since it is impossible to estimate the future settlement dates of such obligations.  

During the periods ended June 30, 2020, and December 31, 2019, the Company had no assets subject to retirement obligations.  

Revenue Recognition. As of January 1, 2018, we adopted ASC 606 using the modified retrospective method. This adoption did not affect the opening balance of retained earnings. ASC 606 has no current effect on our financial statements, as we have no revenue. The Company would, when and if operational, comply with the standard. For additional information regarding the new revenue recognition standard, see Consolidated financial statements for the years ended December 31, 2019, and 2018.     

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. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. 

The Company accounts for stock-based compensation awards to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non- Employees. Under ASC 505-50, the Company determines the fair value of the warrants or stock-based compensation awards granted as either the fair value of the consideration received, or the fair

value of the equity instruments issued, whichever is more reliably measurable. Any stock options or warrants issued to non-employees are recorded in expense and additional paid-in capital in stockholders' equity over the applicable service periods using variable accounting through the vesting dates based on the fair value of the options or warrants at the end of each period.

The Company may issue stock to consultants for various services and under a written agreement and plan. The costs for these future transactions will be 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 will be 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 will recognize consulting expense and a corresponding increase to additional paid-in capital related to stock issued for services. As of the date of this prospectus, the Company has issued no shares to consultants or non-officer employees.production and exploration.

Stock Issuance. Off Balance Sheet ArrangementsWe will record future stock-based awards issued to consultants and other external entities for goods and services at either the fair market value of the goods received, or services rendered, or the instruments issued in exchange for such services, whichever is more readily determinable, using the measurement date guidelines enumerated in FASB ASC 505.  

Income Taxes. We account for income taxes under FASB ASC 740. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax basis of assets and liabilities. They are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Accounting standards require the consideration of a valuation allowance for deferred tax assets if it is "more likely than not" that some component or all of the benefits of deferred tax assets will not be realized. The tax effects from an uncertain tax position can be recognized in the consolidated financial statements only if the position is more likely than not to be sustained if the position were to be challenged by a taxing authority. We have examined the tax positions taken in our tax returns and determined that there are no uncertain tax positions. As a result, we have recorded no uncertain tax liabilities in our consolidated balance sheet. 

Oil Properties. We will account for oil properties by the full cost method. Under this method of accounting, costs relating to the acquisition and development of proved areas are capitalized when incurred. The costs of development wells are capitalized, whether productive or non-productive. Leasehold acquisition costs are capitalized when incurred. If proved reserves are found on an unproved property, leasehold costs are transferred to proven oil-reserves properties. Exploration dry holes are charged to expense when it is determined that no commercial reserves exist. Other exploration costs, including personnel costs, geological and geophysical costs, and delay rentals for oil leases, are charged to expense when incurred. The costs of acquiring or constructing support equipment and facilities used in oil-producing activities are capitalized. Production costs are charged to expense as incurred and are those costs incurred to operate and maintain our wells and related equipment and facilities.  

The depletion of producing oil properties is recorded based on units of production. Acquisition costs of proved properties are depleted based on all proved reserves, developed and undeveloped, and capitalized development costs (wells and related equipment and facilities) are depleted based on proved developed reserves. As more fully described below, proved reserves are estimated by our independent petroleum engineer and are subject to future revisions based on the availability of additional information. Asset retirement costs are recognized when the asset is placed in service and are depleted over proved reserves using the units of production method.

Oil properties are reviewed for impairment when facts and circumstances indicate that their carrying value may not be recoverable. We compare net capitalized costs of proved oil properties to estimated undiscounted future net cash flows using management's expectations of future oil prices. These future price scenarios reflect our estimation of future price volatility. If net capitalized costs exceed estimated undiscounted future net cash flows, the measurement of impairment is based on estimated fair value, using estimated discounted future net cash flows based on management's expectations of future oil prices. We have no properties as of the date of this prospectus and, as such, recorded no impairment on any properties. Unproven properties that are individually significant will be assessed for impairment and if considered impaired, will be charged to expense when such impairment is deemed to have occurred.

The sale of a partial interest in a proved oil property is accounted for as normal retirement, and no gain or loss is recognized as long as this treatmentCompany does not significantly affecthave any off-balance sheet arrangements, and it is not anticipated that the units-of-production depletion rate. IfCompany will enter into any off-balance sheet arrangements.

Disclosures About Market Risks

Like other natural resource producers, the units-of-production rate is significantly affected, thenCompany faces certain unique market risks associated with the sale is accounted for as the sale of an asset,exploration and a gain or loss is recognized. The unamortized cost of the property or group of properties is apportioned to the interest sold and interest retained based on the fair values of those interests. A gain or loss is recognized for all other sales of producing properties and is included in the results of operations. The sale of a partial interest in an unproved property is accounted for as a recovery of cost when substantial uncertainty exists as to recovery of the cost applicable to the interest retained. A gain on the sale is recognized to the extent the sales price exceeds the carrying amount of the unproved property. A gain or loss is recognized for all other sales of nonproducing properties and is included in the results of operations.

Oil Reserves. The determination of depreciation, depletion, and amortization expense, as well as impairments that are recognized on our oil properties, are highly dependent on the estimates of the proved oil reserves attributable to our properties. Our estimate of proved reserves is based on the quantitiesproduction of oil which geological and engineering data demonstrate, with reasonable certainty, to be recoverable innatural gas.  The most salient risk factors are the future years from known reservoirs under existing economic and operating conditions. The accuracy of any reserve estimate is a function of the quality of available data, engineering and geological interpretation, and judgment. For example, we must estimate the amount and timing of future operating costs, production taxes, and development costs, all of which may vary considerably from actual results. Also, as thevolatile prices of oil and cost levels change from yeargas, operational risks, ability to year, the economicsintegrate 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 producing our reserves may change,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 estimatefollowing: worldwide and regional economic conditions impacting the global supply and demand for oil and natural gas; the price and quantity of proved reservesimports 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.

A substantial or extended decline in oil or natural gas prices may also change. Any significant varianceresult in these assumptions could materially affect the estimated quantity and valueimpairments of our reserves.  

The information regarding the present value of any future net cash flows attributable to proved oil reserveswould be estimates only. They should not be construed as the current market value of the estimated oil reserves attributable to oil-producing properties. Thus, such information includes revisions of certain reserve estimates attributable to oil-producingand gas properties included any prior year's estimates. These revisions reflect additional information from subsequent activities, the production history of the properties involved, and any adjustments in the projected economic life of such properties resulting from changes in oil prices. Any future downward revisions couldmay materially and adversely affect our future business, financial condition, our borrowing ability, ourcash flows, and results of operations. 

Transportation of Oil and Natural Gas

CoJax 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 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 product, such that CoJax views itself as having a price disadvantage compared to larger producers.  

Retention of Key Personnel

We depend to a large extent on the valueservices of our common stock.

Use of Estimates. The preparation of financial statements under GAAPofficers. These individuals have extensive experience in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements,energy industry, as well as the reported amounts of revenuesexpertise in evaluating and expenses during the reporting period. The most significant estimates relate to provedanalyzing producing oil reserve volumes, certain depletion factors, future cash flowsand natural gas properties and drilling prospects, maximizing production from oil and natural gas properties estimates relatingand 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 certaincontinue 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, revenuesthe operation of oil and expenses, valuationnatural gas wells, taxation, and environmental and safety matters. Many laws and regulations require drilling permits and govern the spacing of equity-based compensation, valuationwells, rates of asset retirement obligations, estimatesproduction, water and waste use and disposal, prevention of future oil commodity pricingwaste hydraulic fracturing and the valuation of deferred income taxes. Actual results may differ from those estimates.  

New Accounting Pronouncements. other matters. From time to time, newregulatory 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 CoJax.  To date, no specific accounting pronouncementsfor environmental compliance has been maintained or projected by CoJax.  CoJax does not presently know of any environmental demands, claims, or adverse actions, litigation or administrative proceedings in which it or the acquired properties are issued by FASB that we adopt asinvolved or subject to or arising out of its predecessor operations.

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 specified effective date. If not discussed, management believes thatsoil or water to conditions existing prior to the effect of recently issued standards, which are not yet effective, will not have a material impact on our financial statements upon adoption. 

Recent Accounting Pronouncements 

Our audited financial statements found in our Form 10-K (SEC File Number 333-232845) and amendments to it contain a description of recent accounting pronouncements.environmental violation; fines; or enjoining further drilling, completion or production activities.  

Off-Balance Sheet Financial Obligations

We currently do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.