UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.C. 20549

FORM 10-Q

[X] ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended Septemberended: June 30 2020 

or, 2021

[  ]☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 333-232845333-232845

CoJax Oil and Gas Corporation

(Exact nameName of Registrantregistrant as specified in its chartercharter))

(703) 216-8606

3033 Wilson Boulevard, Suite E-605

Arlington, Virginia 22201

(703) 216-8606

(Address, including zip code andRegistrant’s telephone number,

including area code,code)

Securities registered pursuant to Section 12(b) of Registrant's principal executive offices)the Act

Indicate by check mark whether the Registrantregistrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrantregistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒Yes [X]☐ No [__]

Indicate by check mark whether the Registrantregistrant has submitted electronically and posted on its corporate Web site if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrantregistrant was required to submit and post such files).

☐Yes [  ]☐ No [X]

Indicate by check mark whether the Registrantregistrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of "large“large accelerated filer”, “accelerated filer," "accelerated filer," "smaller” “smaller reporting company,"” and "emergingemerging growth company"company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [_]     Accelerated filer [_]     Non-accelerated filer [_]     Smaller reporting company [X]       Emerging growth company [X]

If an emerging growth company, indicate by check mark if the Registrantregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]☐

Indicate by check mark whether the Registrantregistrant is a shell company (as defined in Rule 12b-212-b-2 of the Exchange Act).

☐Yes [_]        ⌧No [X]

Securities registered pursuant to Section 12(b) of the Act: 

None

The number of shares outstanding of each of the issuer's classesregistrant has one class of common stock of which 4,096,751 shares were outstanding as of September 30, 2020, is as follows:August 16, 2021.

CoJax Oil and Gas Corporation

Form 10-Q

For the Quarter Ended June 30, 2021

TABLE OF CONTENTS

NOTE ABOUT FORWARD-LOOKING STATEMENTS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The information in thisThis Quarterly Report on Form 10-Q Report ("Form 10-Q Report") includes "forward-looking statements." Allcontains forward-looking statements other thanwithin the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The statements ofcontained in this report that are not historical fact included in or incorporated by reference into this Form 10-Q Report, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans, and management objectivesfacts are forward-looking statements. When used in this Form 10-Q Report, the words "could," "believe," "anticipate," "intend," "estimate," "expect," "project,"statements that represent management’s beliefs and similar expressions are intended to identify forward-looking statements. However, not all forward-looking statements contain such identifying words. These forward-looking statements are based on management's current expectations and assumptions about future events. They are based on currently available information as to the outcome and timing of future events. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under "Risk Factors" in this Form 10-Q Report and in our Form S-1 Registration Statement (SEC File No. 333-249080) and amendments thereto. "We," "our," "us" refers to the Company.

information. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, need for financing, competitive position and potential growth opportunities. Our forward-looking statements about:

·our business strategy; 

·our projected, to-be-acquireddo not consider the effects of future legislation or future oil reserves; 

·our financial strategy, liquidity, and capital required for any future drilling efforts, including our assessment of the sufficiency of our liquidity to fund any drilling efforts and the amount and allocation of any drilling efforts in 2020 and 2021; 

·our expected cash and non-cash compensation expenses; 

·the timing and amount of and market price for any future production of oil; 

·our future oil drilling plans and ability to consummate those plans; 

·government regulations and our ability to obtain permits and governmental approvals; 

·future oil drilling rights or leaseholds or business acquisitions and our ability to integrate and operate any rights or leaseholds or acquisitions; 

·general and regional economic conditions; 

·uncertainty regarding any future operating results; and 

·our plans, objectives, expectations, and intentions contained in this Form 10-Q Reportregulations. Forward-looking statements include all statements that are not historical;historical facts and

·impactcan be identified by the use of factors like Coronavirus/COVID 19 pandemic ("COVID-19 pandemic") on operations, ability to timely raise capital on affordable terms and market price and demand for oil. 

We caution youforward-looking terminology such as the words “believes,” “intends,” “may,” “should,” “anticipates,” “expects,” “could,” “plans,” “estimates,” “projects,” “targets” or comparable terminology or by discussions of strategy or trends. Although we believe that thesethe expectations reflected in such forward-looking statements are subjectreasonable, we cannot give any assurances that these expectations will prove to all of thebe correct. Such statements by their nature involve risks and uncertainties most of which are difficult to predict, many of which are beyond our control, incident to any future development, and any future production, gathering, and sale of oil. Once oil production begins, these risks include but are not limited to commodity market price volatility, inflation, lack of availability of drilling and production equipment and services, environmental hazards, drilling problems and costs, surplus oil inventory, and other operating risks, regulatory changes, the uncertainty inherent in estimating 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 our Form S-1 Registration Statement (SEC File Number 333-249080) and amendments thereto and this Form 10-Q Report.

Reserve engineering is a process of estimating underground accumulations of hydrocarbons that cannot be measured precisely. The accuracy of any reserve estimate or report 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 made previously. If significant, such revisions could impact our strategy and change any future production and development drilling schedule. Accordingly, reserve estimates may differ significantly from the quantities of oil and natural gas that are ultimately recovered.

Should one or more of the risks or uncertainties described in the above-mentioned Form S-1 Registration Statement or this Form 10-Q Report occur, or should underlying assumptions prove incorrect, our actualaffect expected results, and plansactual future results could differ materially from those expresseddescribed in such forward-looking statements.

Among the factors that could cause actual future results to differ materially are the risks and uncertainties discussed in this report and in our annual report on Form 10-K for the year ended December 31, 2020. While it is not possible to identify all factors, we continue to face many risks and uncertainties including, but not limited to:

·declines or impliedvolatility in any forward-looking statements.the prices we receive for our oil and natural gas;

·our ability to raise additional capital to fund future capital expenditures;

·our ability to generate sufficient cash flow from operations, borrowings or other sources to enable us to fully develop and produce our oil and natural gas properties;

·general economic conditions, whether internationally, nationally or in the regional and local market areas in which we do business;

·risks associated with drilling, including completion risks, cost overruns and the drilling of non-economic wells or dry holes; 

·uncertainties associated with estimates of proved oil and natural gas reserves;

·the presence or recoverability of estimated oil and natural gas reserves and the actual future production rates and associated costs;

·risks and liabilities associated with acquired companies and properties;

·risks related to integration of acquired companies and properties;

·potential defects in title to our properties;

·cost and availability of drilling rigs, equipment, supplies, personnel and oilfield services;

·geological concentration of our reserves;

·environmental or other governmental regulations, including legislation of hydraulic fracture stimulation;

·our ability to secure firm transportation for oil and natural gas we produce and to sell the oil and natural gas at market prices;

·exploration and development risks;

·management’s ability to execute our plans to meet our goals;

·our ability to retain key members of our management team on commercially reasonable terms;

·the occurrence of cybersecurity incidents, attacks or other breaches to our information technology systems or on systems and infrastructure used by the oil and gas industry;

·weather conditions;

·effectiveness of our internal control over financial reporting;

·actions or inactions of third-party operators of our properties;

·costs and liabilities associated with environmental, health and safety laws;

·our ability to find and retain highly skilled personnel;

·operating hazards attendant to the oil and natural gas business;

·competition in the oil and natural gas industry;

·evolving geopolitical and military hostilities in the Middle East;

·economic and competitive conditions;

·lack of available insurance;

·cash flow and anticipated liquidity;

·continuing compliance with the financial covenant contained in our amended and restated credit agreement;

·the ongoing COVID-19 pandemic, including any reactive or proactive measures taken by businesses, governments and by other organizations related thereto, and the direct and indirect effects of COVID-19 on the market for and price of oil; and

·the other factors discussed under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

Should our underlying assumptions prove incorrect or the consequences of the aforementioned risks worsen, actual results could differ materially from those expected.

Forward-looking statements speak only as to the date hereof. All such forward-looking statements expressedand any subsequent written or implied, included in this Form 10-Q Reportoral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the statements contained herein or referred to in this cautionary statement. This cautionary statement should also be considered in connection withsection and any subsequent written or forward-looking oralother cautionary statements that we or persons acting on our behalf may issue.

accompany such forward-looking statements. Except as otherwise required by applicable law, we disclaim any dutyintention or obligation to update any forward-lookingpublicly or revise such statements allwhether as a result of which are expressly qualified by the statements in this section, to reflectnew information, future events or circumstances after the date of this Quarterly Report on Form 10-Q Report.

PUBLIC AUDITORS HAVE EXPRESSED A SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN IN PUBLIC AUDITOR'S REPORT FOR FINANCIAL STATEMENTS INCLUDED IN THE REGISTRATION STATEMENT ON FORM S-1 (COMMISSION FILE NUMBER 333-249080). WE LACK REVENUE-GENERATING OPERATIONS AS OF 30 SEPTEMBER 2020, AND THE CONSUMMATION OF THE PROPOSED ACQUISITION OF BARRISTER ENERGY, LLC ("BARRISTER"), WHICH HAS NOMINAL DRILLING AND PRODUCTION OF OIL, WILL NOT RESULT IN REVENUES SUFFICIENT TO FUND THE COMBINED OPERATING EXPENSES OF COJAX AND BARRISTER.otherwise.

PART I—FINANCIAL INFORMATION

Item 1.Financial Statements

CoJax OilThere may also be other risks and Gas Corporation

Condensed Balance Sheets

(unaudited)

See accompanying notesuncertainties that we are unable to condensed financial statements.predict at this time or that we do not now expect to have a material adverse impact on our business.

PART I – FINANCIAL INFORMATION

CoJax OilItem 1. Financial Statements

The unaudited condensed financial statements included herein have been prepared pursuant to the rules and Gas Corporation

Condensed Statementsregulations of Operations

(unaudited)the Securities and Exchange Commission (“SEC”). Accordingly, certain disclosures required by accounting principles generally accepted in the United States and normally included in Annual Reports on Form 10-K have been omitted. Although management believes that our disclosures are adequate to make the information presented not misleading, these unaudited interim financial statements should be read in conjunction with the Company’s audited financial statements and related footnotes included in its most recent Annual Report on Form 10-K.

COJAX OIL AND GAS CORPORATION

CONDENSED BALANCE SHEETS

(UNAUDITED)

The accompanying notes are an integral part of these unaudited condensed financial statements.

COJAX OIL AND GAS CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

SeeThe accompanying notes toare an integral part of these unaudited condensed financial statements.

COJAX OIL AND GAS CORPORATION

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

The accompanying notes are an integral part of these unaudited condensed financial statements.

CoJax Oil and Gas CorporationCOJAX OIL AND GAS CORPORATION

Condensed Statements of Cash FlowsCONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY

(unaudited)(UNAUDITED)

See accompanying notes to condensed financial statements.

CoJax Oil and Gas Corporation

Statement of Stockholder's (Deficit)

For the Three, Six, and Nine Months ending September 30, 2019

and September 30, 2020

(unaudited)

SeeThe accompanying notes toare an integral part of these unaudited condensed financial statements.

COJAX OIL AND GAS CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Condensed Financial Statements – The accompanying condensed financial statements prepared by CoJax Oil and Gas Corporation

Notes (the “Company” or “CoJax”) have not been audited by an independent registered public accounting firm.  In the opinion of the Company’s management, the accompanying unaudited financial statements contain all adjustments necessary for fair presentation of the results of operations for the periods presented, which adjustments were of a normal recurring nature, except as disclosed herein. The results of operations for the three and six months ended June 30, 2021, are not necessarily indicative of the results to Condensed Financial Statements

September 30, 2020

NOTE 1 – ORGANIZATION, NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Organization

CoJax Oil & Gas Corporation,be expected for the full year ending December 31, 2021, for various reasons, including as a Virginia corporation ("Company"), was incorporated on November 13, 2017.

Natureresult of Operations

We are an early development stage company, and we have no revenue-generating operations asthe impact of September 30, 2020. From November 13, 2017, we have been engagedfluctuations in organizational activities and had no revenue-generating operations.  We intend to acquire assignments of hydrocarbon revenues and underlyingprices received for oil and natural gas, natural production declines, the uncertainty of exploration and production rights.development drilling results, fluctuations in the fair value of derivative instruments, the impacts of COVID-19 and other factors.

Basis of Presentation

The accompanyingThese unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America(“GAAP”) for interim financial information, and, the rules and regulations of the Securities and Exchange Commission ("SEC") and, therefore,accordingly, do not include all of the information and footnotes required by GAAP for complete financial statements.  Therefore, these financial statements should be read in conjunction with the Company’s annual report on Form 10-K for the year ended December 31, 2020.

Organization and Nature of Operations – The Company is a Virginia corporation that owns interests in oil and natural gas properties located in Alabama. The Company’s oil and natural gas sales, profitability and future growth are dependent upon prevailing and future prices for oil and natural gas and the successful acquisition, exploration and development of oil and natural gas properties. Oil and natural gas prices have historically been volatile and may be subject to wide fluctuations in the future. A substantial decline in oil and natural gas prices could have a material adverse effect on the Company’s financial position, results of operations, cash flows and quantities of oil and natural gas reserves that may be economically produced.

COVID - 19 – In March 2020, the World Health Organization classified the outbreak of COVID-19 as a pandemic. The nature of COVID-19 led to worldwide shutdowns, reductions in commercial and interpersonal activity and changes in consumer behavior. In attempting to control the spread of COVID-19, governments worldwide imposed laws and regulations such as shelter-in-place orders, quarantines, executive orders and similar restrictions. As a result, the global economy has been marked by significant slowdown and uncertainty, which in turn has led to a precipitous decline in oil prices in response to decreased demand, further exacerbated by global energy storage shortages and by the price war among members of the Organization of Petroleum Exporting Countries (“OPEC”) and other non-OPEC producer nations (collectively with OPEC members, “OPEC+”) during the first quarter 2020. As of the second quarter 2021, prices have recovered to pre-pandemic levels, due in part to the accessibility of vaccines, reopening of states after the lockdown, and optimism about the economic recovery.  The continued spread of COVID-19, including-vaccine resistant strains, or repeated deterioration in oil and natural gas prices could result in additional adverse impacts on the Company's results of operations, cash flows and financial position, including further asset impairments.

Liquidity and Capital Considerations – We strive to maintain an adequate liquidity level to address volatility and risk. Sources of liquidity include loans from our CEO, our cash flow from operations, cash on hand, and sales of shares.

While changes in oil and natural gas prices affect the Company's liquidity, if oil or natural gas prices rapidly deteriorate due to a resurgence of COVID-19 or other reasons, this could have a material adverse effect on the Company's cash flows.

The Company expects ongoing oil price volatility over the short term. Extended depressed oil prices have historically had and could continue to have a material adverse impact on the Company’s oil revenue.  The Company is always mindful to oil price volatility and its impact on our liquidity.

Use of Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the reporting period.  The Company’s unaudited condensed financial statements are based on a number of significant estimates, including estimates of oil and natural gas reserve quantities, which are usuallythe basis for the calculation of depletion and impairment of oil and gas properties.  Reserve estimates, by their nature, are inherently imprecise.  Actual results could differ from those estimates. Changes in the future estimated oil and natural gas reserves or the estimated future cash flows attributable to the reserves that are utilized for impairment analysis could have a significant impact on the Company’s future results of operations.

Fair Value Measurements – Fair value is the price 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 Financial Accounting Standards Board (“FASB”) has established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy consists of three broad levels. Level 1 inputs are the highest priority and consist of unadjusted quoted prices in active markets for identical assets and liabilities. Level 2 are inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. Level 3 are unobservable inputs for an asset or liability.

Fair Values of Financial Instruments – The carrying amounts of accounts receivables and accounts payable and other current assets and liabilities approximate fair value because of the short-term maturities and/or liquid nature of these assets and liabilities.

Derivative Instruments and Commodity Risk Activities – The Company currently does not engage in derivative instruments. Going forward, the Company may periodically enter into derivative contracts to manage its exposure to commodity risk. These derivative contracts, which are generally placed with major financial institutions, may take the form of forward contracts, futures contracts, swaps or options. The oil and gas reference prices upon which the commodity derivative contracts are based reflect various market indices that have a high degree of historical correlation with actual prices received by the Company for its oil and gas production.

Any gains or losses resulting from changes in fair value of outstanding derivative financial instruments and from the settlement of derivative financial instruments will be recognized in earnings and included as a component of other income (expense) in the Statement of Operations.

When applicable, the Company will record all derivative instruments, other than those that meet the normal purchases and sales exception, on the balance sheet as either an asset or liability measured at fair

value. Changes in fair value are recognized currently in earnings unless specific hedge accounting criteria are met.

Concentration of Credit Risk –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, 2020 and December 31, 2019, the Company had no exposure in excess of insurance.

Oil and Gas Properties – The Company uses the successful effort method of accounting for oil and gas properties.  Under this method, all costs associated with the acquisition, leasing, exploration and development of oil and gas reserves are expensed. Costs expensed include acquisition costs, estimated future costs of abandonment and site restoration, geological and geophysical expenditures, lease rentals on undeveloped properties and costs of drilling and equipping productive and non-productive wells. Drilling costs include directly related overhead costs.  Expensed costs are generally categorized either as being subject to amortization or not subject to amortization.

Depreciation, depletion and amortization expense for the three and six months ended June 30, 2021, was $0 per barrel of oil equivalent compared to $0, for the three and six months ended June 30, 2020.

Equipment, vehicles and leasehold improvements – Currently, the Company has no office equipment. Going forward, office equipment will be valued at historical cost adjusted for impairment loss less accumulated depreciation. Historical costs include all direct costs associated with the acquisition of office equipment and placing such equipment in service. Depreciation will be calculated using the straight-line method based upon an estimated useful life of 3 to 10 years.

Asset Retirement Obligation – The Company records a liability in the period in which an asset retirement obligation (“ARO”) is incurred, in an amount equal to the discounted estimated fair value of the obligation that is capitalized. Thereafter, this liability is accreted up to the final estimated retirement cost. An ARO is a future expenditure related to the disposal or other retirement of certain assets. The Company’s ARO relates to future plugging and abandonment expenses of its oil and natural gas properties and related facilities disposal.

Share-Based Employee Compensation – The Company has no outstanding stock option grants and restricted stock awards to directors, officers, and employees. The Company recognizes the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award and recognizes the related compensation expense over the period during which an employee is required to provide service in exchange for the award, which is generally the vesting period.

Share-Based Compensation to Non-Employees – The Company accounts for share-based compensation issued to non-employees as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for these issuances is the earlier of (i) the date at which a commitment for performance by the recipient to earn the equity instruments is reached or (ii) the date at which the recipient’s performance is complete.

Income Taxes – Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes. Deferred taxes are based on differences between the tax bases of assets and liabilities and their reported amounts in the financial statements, and tax carry forwards. Deferred tax assets and liabilities are included in the Company's annualfinancial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in

tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.

The CARES Act was enacted March 27, 2020, and includes income tax provisions that, among other things, allow net operating losses to be carried back, permits interest expense to be deducted up to a higher percentage of adjusted taxable income and modifies tax depreciation of qualified improvement property. Due to the Company having taxable losses in all years eligible for the NOL carryback, no benefit was recorded, and these provisions have no material impact on the Company.

For the period ended June 30, 2021, the Company recorded no income tax expense or benefit due to the Company having a full valuation allowance against its net deferred tax assets. Since December 31, 2020, the Company has determined that a full valuation allowance is necessary due to the Company assessment that it is more likely than not that it will be unable to obtain the benefits of its deferred tax assets due to the Company’s history of taxable losses. The Company reviews its Deferred Tax Assets (“DTAs”) and valuation allowance on a quarterly basis.

New and Recently Adopted Accounting Pronouncements – In December 2019, the FASB released ASU No. 2019-12 (“ASU 2019-12”), Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes, which removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. The amended standard is effective for fiscal years beginning after December 15, 2020. The adoption of ASU 2019-12 did not have a material impact to the Company’s consolidated financial statements or disclosures.

In October 2020, the FASB issued ASU 2020-10, “Codification Improvements,” which clarifies or improves disclosure requirements for various topics to align with SEC regulations. This update is effective for the Company beginning in the first quarter of 2021 and will be applied retrospectively. The adoption and implementation of this ASU did not have a material impact on the Company’s financial statements. These financial statements reflect

Basic and Diluted Earnings per Share – Basic earnings per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period.  Diluted earnings per share reflects the potential dilution that could occur if all adjustments (consistingcontracts to issue common stock were converted into common stock, except for those that are anti-dilutive.  The dilutive effect of ordinary recurring itemsstock options and other share-based compensation is calculated using the treasury method. The computation of diluted loss per share does not assume exercise or items discussed herein)conversion of securities that management believes are necessary to fairly state results forwould have an anti-dilutive effect. As of June 30, 2021, the interim periods presented. Resultseffect of operations for interim periods are not necessarily indicative3,000 convertible preferred shares into 300,000 common shares was excluded from the computation of annual results of operations.diluted net loss per common share as their effect is anti-dilutive.

Investment Banking Relationship

On January 3, 2018, the Company executed an investment banking and corporate advisory agreement with Newbridge Securities Corporation ("NSC Agreement"). Their fee is based on the successful completion of an S-1 Registration statement initial public Offering (SEC File No. 333-249080), if any, of our common stock.

NOTE 2 – GOING CONCERN DISCLOSURE

The Company'sCompany’s financial statements are prepared using USU.S. GAAP applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the ordinarynormal course of business. Since inception, During 2020, the Company has notacquired Barrister Energy with identified any proven or probable reserves and correspondingly has not generated anyexpects to be generating revenue during its exploration stage. There can be no assurance that the Company will be able to achieve its business plan, raise any additional capital or secure the additional financing necessary to implement its current operating plan. The accompanying financial

statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The Company has yet to achieve profitable operations, expects to incur further losses in the development of its business, has negative cash flows from operating activities, and is dependent upon future issuances of equity or other financingsfinancing to fund ongoing operations, all of which raises substantial doubt about the Company'sCompany’s ability to continue as a going concern. The Company'sCompany’s ability to continue as a going concern depends onis dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing from shareholders or other sources to meet its obligations and repay its liabilities arising from normal business

operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances. However,advances, however, there is no assurance of additional funding being available or on acceptable terms, if at all.

As partNOTE 3 – REVENUE RECOGNITION

The Company predominantly derives its revenue from the sale of our December 31, 2019 financial statements, our registered public auditors’ audit opinion expressed substantial doubt aboutproduced crude oil and natural gas. The contractual performance obligation is satisfied when the product is delivered to the customer.  Revenue is recorded in the month the product is delivered to the purchaser and the Company receives payment from one to three months after delivery.  The transaction price includes variable consideration as product pricing is based on published market prices and reduced for contract specified differentials.  The guidance does not require that the transaction price be fixed or stated in the contract.

Oil sales

Under the Company’s abilityoil sales contracts, the Company sells oil production at the point of delivery and collects an agreed upon index price, net of pricing differentials. The Company recognizes revenue when control transfers to continue as a going concern.the purchaser at the point of delivery at the net price received.

Natural gas sales

The Company currently is not producing natural gas.

Disaggregation of Revenue. The following table presents revenues disaggregated by product for the three and six months ended June 30, 2021 and 2020:

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

NOTE 34 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESLEASES

Effective January 1, 2019, the Company adopted ASU 2016-02, UseLeases (Topic 842). The purpose of Estimatesthis guidance is to increase transparency and comparability among organizations by recognizing certain lease assets and lease liabilities on the balance 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 certain lease assets and lease liabilities by lessees for those leases that were classified as operating leases under previous GAAP.

The preparationCompany made accounting policy elections to not capitalize leases with a lease term of financial statements in conformity with generally accepted accounting principles ("US GAAP") requires managementtwelve months or less and to make estimatesnot separate lease and assumptionsnon-lease components for all asset classes. The Company has also elected to adopt the package of practical expedients within ASU 2016-02 that affectallows an entity to not reassess prior to the reported amountseffective 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 assets and liabilities,ASU 2016-02. The Company did not elect the disclosurespractical expedient of contingent assets and liabilitieshindsight 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 statements,Arlington, 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 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 and the weighted-average dilutive common share equivalents outstanding.

NOTE 6 – FAIR VALUE MEASUREMENTS

Fair value is the price 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 requires that fair value measurements be classified and disclosed in one of the following categories:

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

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

Level 2:  Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the 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 the fair value measurement and less observable from objective sources (i.e., supported by little or no market activity).

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2021 and June 30, 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 abandon oil and gas wells at the dates properties are either acquired or the wells are drilled. The asset retirement obligation is adjusted each quarter for any liabilities incurred or settled during the period, accretion expense and any revisions made to the costs or timing estimates. The asset retirement obligation is incurred using an annual credit-adjusted risk-free discount rate at the treasury stock method and convertible preferred stock usingapplicable dates. Changes in the if-converted method. In computing the diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants.  Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. There are no dilutive sharesasset retirement obligation were as of September 30, 2020, or 2019.follows:

NOTE 4 – ACCRUED EXPENSES

At September 30, 2020, and December 31, 2019, the Company had the following accrued expenses:

NOTE 58 – NOTES PAYABLE

CONTINGENCIES AND COMMITMENTS

Related Party

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

NOTE 6 – RELATED PARTY TRANSACTIONS

For the period ending September 30, 2020, there are four 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 according to the Agreement ("Exchange") are subject to certain 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 Exchange's consummation.  Rescission rights of CoJax and Barrister are discussed in our 8-K filing in Item 1.01. The Company has determined that the conditions to the closing of the Agreement have been met, and the closing of the Exchange is scheduled for November 20, 2020.

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 the 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 the Exchange has not been consummated as of September 30, 2020, this transaction is not reflected in the accompanying financial statements of September 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 SeptemberJune 30, 2021, and June 30, 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 September 30, 2019.therefore no accounts receivable as of the date of these financial statements.

Legal Matters

There are no known legal proceedings against the Company or its officers and directors in their capacity as officers and directors of the Company.

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 Barrister acquisition, 100,000 shares of common stock to various vendors in settlement of $200,000 in service and 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 was notified by the SBA that it did not qualify. However,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 SBA deposited a $1,000 advance into our bank account. This advance is considered a grant,registration requirements of the Securities Act.

Capital Contributions

During the periods ending June 30, 2021 and June 30, 2020, the Company did not a loan, and is therefore not repayable.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:

SBA PPPPaycheck Protection Program Loan

On October 29, 2020February 15, 2021, the Company askedapplied for forgiveness of the $49,992a Small Business Association (SBA) loan under the Paycheck Protection Program.Program (PPP). The Company met all the necessary qualifications to apply for a $41,665 loan. On May 6, 2021, the SBA PPP loan carries an interest ratewas approved and transferred to the Company to be used for payment of one percent simple interestaccrued payroll and is repayable over two years ifrelated payroll taxes. We do not forgiven. The Company has disbursedexpect to be required to repay any portion of the loan. 100% of the loanfunds were disbursed for salaries and payroll taxes and meets the qualifications for forgiveness of the debt.by July 31, 2021.

COVID - 19Extension of Note Payable

COVID-19 Pandemic.  By late December 2019, China advisedOn 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 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. A further complication is governmental authorities' inability to contain the COVID 19 pandemic and the existence and probably continued existence of spikes in COVID-19 infections throughout or in certain parts of the United States. We cannot determine as ofRestated Promissory Note which extended the date of the filingrepayment of this Form 10-Q the long term impactBarrister Original Promissory Note to October 1, 2021, and restated all other provisions contained in the Barrister Original Promissory Note.

Trading Symbol Process

The Company is in the process of COVID-19 pandemicworking with our attorneys on our company orpreparation of an Information Statement that will be the U.S. or foreign market demandbasis for crude oil.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 333-249080) and amendments thereto. 

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

Business Description and Plan of oilOperation

CoJax is currently engaged in the region and familiarity of Company management with that region. "Gulf States Drill Region" means the oil and natural gas leases, drilling,acquisition, exploration, development and production rights areas located in the Smackover Trend. The Smackover Trend extends from TexasAlabama. We focus on developing our existing properties, while continuing to the Florida Panhandle along the Gulf Coast Region – both onshore and offshore. The Smackover Trend is a significant oil and gas production formation in the Gulf States and a principal source of light crude oil and gas.  Smackover Trend was rock stratum formed by deposits from warm ocean waters covering the carbonate-evaporite basins in the southern Gulf States Region during the Upper Jurassic Period.  The Gulf States Drill Region is the focus of the Company's business and oil exploration and production development efforts.  Barrister operates in the Gulf States Drill Region.

We caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict. Many 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 gas quantities 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, 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 Form 10-Q Report and Form S-1 Registration Statement (Commission File No. 333-249080) and amendments thereto.  

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 previously created estimates. 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 help understand the financial position, liquidity, and results of operations of CoJax Oil and Gas Corporation. ("we", "our", “us”, 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, if obtained, 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. As a small reporting company in the early stage of development and operations, we may be unable to obtain affordable, adequate funding for operations as and when needed. 

Results of Operations for the Three and Nine months ended September 30, 2020, and September 30, 2019:

Revenues: The Company had no oil and gas revenues and no revenue-producing operations.  

Operating Expense:  The Company had no oil and gas operating expenses.Other operating expense was $206,618 for the nine months ended September 30, 2020, and $28,890 September 30, 2019. 

Liquidity and Capital Resources: We have incurred net operating losses and operating cash flow deficits since inception, continuing through the nine months ended September 30, 2020, and 2019. We are in the early stages of the acquisition and developmentpursue acquisitions of oil and gas leaseholdsproperties with upside potential.

Our goal is to increase stockholder value by investing in oil and properties.natural gas projects with attractive rates of return on capital employed. We have been funded primarilyplan 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 combinationgain in annual production while reducing the Company’s debt.

Executive Summary - Second Quarter 2021 Developments and Highlights

COVID-19 Impact

In December of loans or contributions of Jeffrey Guzy, an officer2020, the Food and directorDrug Administration authorized the use of the Company.  This limited funding has been inadequateCOVID 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 dateCompany’s acquisition of this 10-Q to fund our business strategy. It has covered just general administrationBarrister Energy, LLC. For the three months ended June 30, 2021, and legal compliance2020 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 Company as well as paying accounting and legal fees for work performed in connection with our Offering.

We had cash and cash equivalents at Septembersix months ended June 30, 2020, of $101,968. At December 31, 2019, we had cash and cash equivalents totaling $28,189.  

We believe that our working capital on hand, as ofto $28,410 or $155.25 per BOE for 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 and 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 capital requirements.six

Debtmonths 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 oil and natural gas sales were 0% during the six months ended June 30, 2020, and remained steady at 6%, or equity financing arrangements may not be available$490, for the six months ended June 30, 2021, and $0 for the three months ended June 30, 2021, and June 30, 2020.  These rates are expected to usstay relatively steady unless we make acquisitions in other states with differing production tax rates, or available only on unfavorable terms. Additionally, these alternatives could be highly dilutivethe 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 our existing stockholders$0 during the same period in 2020. For the three months ended June 30, 2021, the accretion expense was $604 and may not provide us with sufficient funds$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 meet our long-term capital requirements. We may continue$344,987 for the six months ended June 30, 2021, as compared to incur substantial costs$109,705 for the six months ended June 30, 2020.  The increase in general and administrative expense is primarily attributable to stock-based compensation related expenses and the futureacquisition 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 connection with raising capitalgeneral and administrative expense is primarily attributable to fund our business, including investment banking fees, legal, fees, accounting fees, securities law compliance fees, printingstock transfer and distribution expenses, and other costs. We may also be required to recognize non-cash expenses connected 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 any future revenues from operations, if any, 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. When and if we required assets or properties, 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).  audit fees.

Interest expense.  Interest expense increased $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 increased $185 to $636 for the three months ended June 30, 2021 as compared to $451 for the three months ended June 30, 2020.  

Net income (loss).  For the six months ended June 30, 2021, the Company had net loss of $368,196, as compared to net loss of $109,530 for the six months ended June 30, 2020. For the three months ended June 30, 2021, the Company had net loss of $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 commodity prices received

The following table summarizespresents our total current assets, total current liabilities,sales volumes and working capital (deficit) as of Septemberreceived 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 SeptemberJune 30, 2020, and September 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 nine months ended September 30, 2020, and September 30, 2019,2021 to 2020.  The Company had net cash used by operatingin investing activities was $41,828, and $14,565, respectively.  

Cash Flows from Financing Activities: Total netof $0 for the six months ended June 30, 2021, compared to $0 in 2020.  Net cash provided by financing activities was $115,607 and $31,502$76,665 for the ninesix months ended SeptemberJune 30, 2020,2021, and 2019. $78,392 for the same period in 2020.  

The net increase was derived from loans fromCOVID-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 pre-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 Executive Chairmandebt 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 opportunities. To the extent possible, we intend to acquire producing properties and/or developed undrilled properties rather than exploratory properties.  We do not intend to limit our evaluation to any one state.  We presently have no intention to evaluate offshore properties or properties located outside of the Board of Directors ($37,215) 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.United States.

Stockholders' Equity: Authorized Capital. As of September 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 $0.10. 

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

There were no issuances of common stock for the periods ended September 30, 2020, and December 31, 2019.  There were no issuances of preferred stock during the periods ended September 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 September 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, for the nine months ended September 30, 2020, and fiscal year 2019.  

The Company incurred no development costs related to the purchase and development of working interest in wells during the periods ended September 30, 2020, or December 31, 2019. The Company has no such interests in wells as of the date of this filing.

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 lawsdemand for services related to production and regulations governing financial reporting. While there are rarely alternative methods or rules 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.  exploration.

Asset Retirement Obligations. Off Balance Sheet ArrangementsThe Company would, when and if operational, face possible retirement obligations 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 when 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 such obligations' future settlement dates.  

During the periods ended September 30, 2020,The Company does not have any off-balance sheet arrangements, and December 31, 2019,it is not anticipated that the Company had no assets subject to retirement obligations.  will enter into any off-balance sheet arrangements.

Disclosures About Market Risks

Revenue Recognition. As of January 1, 2018, we adopted ASC 606 usingLike other natural resource producers, 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, complyfaces certain unique market risks associated with the standard. For additional information regardingexploration and production of oil and natural gas.  The most salient risk factors are 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. 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 award's grant-date fair value. 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 options' fair value 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 this prospectus' date, the Company has issued no shares to consultants or non-officer employees.

Stock Issuance. We 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 a taxing authority challenged the position. 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 accounting method, 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 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. No gain or loss is recognized as long as this treatment does not significantly affect the units-of-production depletion rate. If the units-of-production rate is significantly affected, then the sale is accounted for as the sale of an asset, 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 those interests' fair values. A gain or loss is recognized for all other sales of producing properties and is included in operations results. The sale of a partial interest in an unproved property is accounted for as a recovery of cost when substantial uncertainty exists to recover 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 operations results.

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 oil quantities that geological and engineering data demonstrate, with reasonable certainty, to be recoverable in the future years from known reservoirs under existing economic and operating conditions. Any reserve estimate's accuracy 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 estimated oil reserves' current market value 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 such properties' projected economic life 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.environmental violation; fines; or enjoining further drilling, completion or production activities.  

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. 

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.

Going Concern

There can be no assurance that the Company will be able to achieve its business plan, raise any additional capital, or secure the additional financing necessary to implement its current operating plan. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The Company has yet to achieve profitable operations, expects to incur further losses in the development of its business, has negative cash flows from operating activities, and is dependent upon future issuances of equity or other financings to fund ongoing operations, all of which raises substantial doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern depends onis dependent upon its ability to generate future profitable operations or to obtain the necessary financing from shareholders or other sources to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern. Still, it considers that the Company will be able to obtain additional funds by equity financing or related party advances. However, there is no assurance of additional funding being available or on acceptable terms, if at all.

PUBLIC AUDITORS HAVE EXPRESSED A SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN IN PUBLIC AUDITOR'S REPORT FOR FINANCIAL STATEMENTS INCLUDED IN THE REGISTRATION STATEMENT ON FORM S-1 (COMMISSION FILE NUMBER 333-249080).

Item 3.Quantitative and Qualitative Disclosures About Market Risk

The following market risk disclosures should be read in conjunction with "Risk Factors" contained in our Form S-1.

Market risk refers to potential losses from adverse changes in market prices and rates. We are exposed primarily in the form of commodity price risk and interest rate risk. We do not enter into derivative or other financial instruments for speculative trading purposes.

Interest Rate Risk

We are exposedThe Company is currently not subject to market risk exposure related to changes in interest rates on its indebtedness.

Currently, the Company does not use interest rate derivative instruments to manage exposure to interest rate changes.

Commodity Price Risk

Our major market risk exposure is in the pricing applicable to our oil and natural gas production. Market risk refers to the risk of loss from adverse changes in oil and natural gas prices. Realized pricing is primarily driven by the prevailing domestic price for crude oil and spot prices applicable to the region in which affectswe produce natural gas. Historically, prices received for oil and natural gas production have been volatile and unpredictable. We expect pricing volatility to continue.

The prices we receive depend on many factors outside of our control.  A significant decline in the prices of oil or natural gas could have a material adverse effect on our financial condition and results of operations.  In order to reduce commodity price uncertainty and increase cash flow predictability relating to the marketing of our crude oil and natural gas, we may enter into crude oil and natural gas price hedging arrangements with respect to a portion of our expected production.

The Company’s revenues, profitability and future growth depend substantially on prevailing prices for oil and natural gas.  Prices also affect the amount of interest we paycash flow available for capital expenditures and CoJax’s ability to borrow and raise additional capital. The amount the Company can borrow under its Credit Facility is subject to periodic redetermination based in part on certainchanging expectations of our borrowings andfuture prices. Lower prices may also reduce the amount of interest we earn on our short-term investments.oil and natural gas that the Company can economically produce. CoJax currently sells all of its oil and natural gas production under price sensitive or market price contracts.

AsCurrency Exchange Rate Risk

Foreign sales accounted for none of September 30, 2020, we had no significant investments;the Company’s sales; further, the Company accepts payment for its commodity sales only in U.S. dollars.  CoJax is therefore we were not exposed to material interestforeign currency exchange rate risk on investments.these sales.

Item 4.Controls and Procedures

Evaluation of Disclosure Controlsdisclosure controls and Proceduresprocedures

In accordance with Rule 13a-15 of the Securities Exchange Act of 1934 (the "Exchange Act"), we have evaluated, under the supervision andOur management, with the participation of our management, includingJeffrey J. Guzy, our principal executive officer, and Wm. Barrett Wellman, our principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)pursuant to Rule 13a-15 under the Exchange Act) as of September 30, 2020. OurAct. In designing and evaluating the disclosure controls and procedures, aremanagement recognizes that any controls and procedures, no matter how well designed toand operated, can provide only reasonable assurance of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on management’s evaluation, Messrs. Guzy and Wellman concluded that our disclosure controls and procedures as of the end of the period covered by this report were not effective in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (ii) is accumulated and communicated to ourthe Company’s management, including ourits principal executive officer and principal financial officer,officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosuredisclosure.

We will continue to monitor and is recorded, processed, summarized and reported withinevaluate the periods specified in the rules and formseffectiveness of the SEC. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not fully effectiveand our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as of September 30, 2020, at the reasonable assurance level. No matter how well designednecessary and operated, any controls and procedures can provide only reasonable assurance of achieving the desired control objective. Management applies its judgment in evaluating the cost-benefit relationship of all possible controls and procedures.as funds allow.

Changes in Internal Controlinternal control over Financial Reportingfinancial reporting

We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) that occurred during the period covered by this Form 10-Q Reportsix months ended June 30, 2021 that hashave materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting materially.reporting.

PART II—II – OTHER INFORMATION

Item 1. Legal Proceedings.

We may be the subject of threatened or pending legal actions and contingencies in the normal course of conducting our business. We provide for costs related to these matters when a loss is probable and the amount can be reasonably estimated. The effect of the outcome of these matters on our future results of operations and liquidity cannot be predicted because any such effect depends on future results of operations and the amount or timing of the resolution of such matters. For certain types of claims, we maintain insurance coverage for personal injury and property damage, product liability and other liability coverages in amounts and with deductibles that we believe are prudent, but there can be no assurance that these coverages will be applicable or adequate to cover adverse outcomes of claims or legal proceedings against us.

Item 1.Legal Proceedings

None.

Item 1A.Risk Factors

Our business faces many risks. AnyWe are subject to certain risks and hazards due to the nature of the risk factors discussedbusiness activities we conduct.  For a discussion of these risks, see “Item 1A. Risk Factors” in this report or our other SEC filings couldthe 2020 Form 10-K in addition to the risks described below.  Other than as described below, there have abeen no material impact on our business, financial position, or results of operations. Additionalchanges to the risks described in the 2020 Form 10-K.  We may experience additional risks and uncertainties not presentlycurrently known to us orus.  Furthermore, as a result of developments occurring in the future, conditions that we currently believedeem to be immaterial may also impairmaterially and adversely affect us. Any such risk may materially and adversely affect our business, operation. For a discussionfinancial condition, cash flows and results of our potential risks and uncertainties, see the information in "Risk Factors" in our Form S-1 Registration Statement (Commission File No. 333-249080).operations.

PUBLIC AUDITORS HAVE EXPRESSED A SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN IN PUBLIC AUDITOR'S REPORT FOR FINANCIAL STATEMENTS INCLUDED IN THE REGISTRATION STATEMENT ON FORM S-1 (COMMISSION FILE NUMBER 333-249080). WITHOUT AFFORDABLE, SUFFICIENT, TIMELY FUNDING FROM INVESTORS OR LENDERS, THE COMPANY MAY BE UNABLE TO IMPLEMENT ITS BUSINESS PLAN AND MAY FAIL.  ANY INVESTMENT IN COMPANY COMMON STOCK IS HIGHLY RISKY AND SHOULD ONLY BE CONSIDERED BY INVESTORS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT AND A LACK OF LIQUIDITY.  THERE IS NO PUBLIC TRADING MARKET FOR THE COMPANY COMMON STOCK AND NONE MAY DEVELOP.  COMPANY HAS NOT APPLIED TO HAVE ITS COMMON STOCK TRADED ON ANY PUBLIC STOCK MARKET OR QUOTATION SYSTEM.

The risk factors included in this Item 1A are only some of the possible risk factors that could affect the Company.  There are risk factors that could materially affect the Company that is either not known or foreseeable to the Company,  or have not developed, or are not deemed material.  Some risk factors not discussed herein are discussed in the Company's Form S-1 Registration Statement (Commission File No. 333-249080) and other filings with the SEC.  

The Company has no operations or revenues as of September 30, 2020, and, even with the acquisition of Barrister, the Company will have to raise substantial amounts of working capital to fund a deep drilling well or wells on Barrister's oil drilling and production rights and leaseholds in an effort to achieve more than nominal revenues produced by current Barrister drilling operations.  The existing Barrister drilling operations will not produce enough revenues that will support the necessary operating overhead of CoJax and Barrister.   

The Company has not commenced oil drilling and production operations as of September 30, 2020, and, when and if those operations commence, the Company will have to raise sufficient working capital to expand the nominal drilling and production operations of Barrister (assuming we consummate the acquisition of Barrister) to a level that may produce sufficient revenues to fund operations and possibly fund further expand oil drilling and production. We may be unable to raise sufficient working capital to fund expanded oil drilling and production operations, which could result in the Company's failure and loss of investors' investment.  Even if we raise sufficient working capital to expand oil drilling and production operations on Barrister oil drilling and production rights and leases, oil drilling is inherently risky. There is the possibility of a dry hole, or well that produces no oil or limited oil quantities.  If drilling is expanded, and despite reserve reports, there is no assurance that oil drilling will produce oil, produce oil at levels that will generate revenues or profits that are sufficient for our operational needs, or will produce oil on a profitable basis. Even if oil reserves are present, drilling problems and costs may make impossible production of oil on a profitable basis. 

When and if the Company commences oil production beyond nominal levels, volatility in the global and domestic prices of crude oil and natural gas can significantly affect the Company's operating results, especially since the Company would be a very small oil producer. These factors include, but are not limited to, the following: 

·the occurrence or threat of epidemics or pandemics, such as the recent outbreak of and repeated spikes in infections from COVID-19, or any government response to such occurrence or threat which may lower the demand for hydrocarbon fuels as well as the inability of government to contain the COVID-19 pandemic, which is spiking in many parts of the U.S. during the period covered by this Form 10-Q Report;

·erratic or severely depressed worldwide and domestic demand for crude oil, or excessive surplus oil creating a collapse of market price of oil;

·the ability of the members of OPEC and certain non-OPEC members, for example, certain major suppliers such as Russia and Saudi Arabia, to agree to and maintain production levels. Disputes between OPEC members have led to depressed oil prices;

·the production levels of non-OPEC countries, including the United States;

·the level of drilling, completion and production activities by other competing oil exploration and production companies, and variability therein, in response to market conditions;

·political instability or armed conflict in oil and natural gas producing regions;

·changes in weather patterns and climate;

·natural disasters such as hurricanes, floods and tornadoes;

·the price and availability of alternative and competing forms of energy, such as nuclear, hydroelectric, wind or solar;

·the effect of oil conservation efforts;

·technological advances affecting energy consumption and energy supply;

·domestic and foreign governmental regulations and taxes, including further legislation requiring, subsidizing or providing tax benefits for the use of alternative energy sources and fuels; 

·political and consumer pressure to decrease consumption of oil due to global warming concerns; 

·Company management, which is limited in number and years of oil exploration experience,  may be unable to efficiently operate oil drilling and production operations, even with the assistance of experienced oil drilling and production personnel; 

·Availability of and obtaining affordable, timely funding for operations and expansion of operations.  Company may be unable to obtain sufficient or any funding for working capital and drilling operations; 

·the continued impact of COVID-1i pandemic causing funding for oil drilling and exploration by small producers to be unavailable or not available on affordable terms or in sufficient sums; and 

·general economic conditions worldwide. 

With a pending change in the U.S. Presidency in the U.S. in January 2021, Company expects a return to U.S. government policy seeking to discourage the use of oil, promote more extensive use of non-oil fuels and energy technologies, possibly less favorable tax treatment for oil drilling and exploration operations and possible comprehensive global warming laws that curtail long term demand and use of oil.  The presence of a Republican-controlled Congress may frustrate some of the possible governmental efforts to reduce oil consumption. There is substantial uncertainty about future U.S. government policy for oil in the next four years.  

The global downturn in oil demand triggered by the COVID-19 pandemic has impacted demand, and hence applying further downward pressure on oil prices. The longer the COVID-19 pandemic continues, including prolonged government restrictions on businesses and reduced activity of consumers or the lack of effective government response to the COVID-10 pandemic, the longer the downward pressure will exist and adversely impact oil drilling and productions companies.  The absence of an effective, widely available vaccine and uncoordinated national government response to the COVID-19 pandemic portends a continuation of the adverse, substantial impact of the COVID-19 pandemic on the economy and oil demand in the U.S. for 2021 and perhaps beyond.

Item 2.Unregistered Recent Sales of Equity Securities andUnregistered Securities; Use of Proceeds

Recent sales of unregistered securities

from Registered Securities.

None.

Purchases of equity securities by the issuer and affiliated purchasers

None

Item 3.Other Information

None6. Exhibits.

Item 4.Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrantregistrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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