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 ended: September 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 accelerated filer,"filer", "accelerated filer,"” "smaller reporting company," and "emergingemerging growth 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)The registrant has one class of common stock of which 4,096,751 shares were outstanding as of November 15, 2021.

CoJax Oil and Gas Corporation

Form 10-Q

For the Act: Quarter Ended September 30, 2021

TABLE OF CONTENTS

None

The number of shares outstanding of each of the issuer's classes of common stock, as of September 30, 2020, is as follows:

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.otherwise.

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.There may also be other risks and uncertainties that we are unable to predict at this time or that we do not now expect to have a material adverse impact on our business.

PART I—I – FINANCIAL INFORMATION

Item 1.Financial Statements

The unaudited condensed financial statements included herein have been prepared pursuant to the rules and regulations of 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 CorporationCOJAX OIL AND GAS CORPORATION

Condensed Balance SheetsCONDENSED BALANCE SHEETS

(unaudited)(UNAUDITED)

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

COJAX OIL AND GAS CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

CoJax Oil and Gas Corporation

Condensed StatementsThe accompanying notes are an integral part of Operationsthese unaudited condensed financial statements.

COJAX OIL AND GAS CORPORATION

(unaudited)CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

SeeThe accompanying notes toare 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 to Condensed Financial Statements

(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 nine months ended September 30, 2020

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

Organization

CoJax Oil & Gas Corporation,2021, are not necessarily indicative of the results to 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 third 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 September 30, 2021 and December 31, 2020, 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 nine months ended September 30, 2021, was $0 per barrel of oil equivalent compared to $0, for the three and nine months ended September 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 financial 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 September 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 annualhistory 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 September 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'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'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 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 Company’s abilityproduct is delivered to continuethe 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 a going concern.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 oil 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 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 nine months ended September 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 duringand the period usingweighted-average dilutive common share equivalents outstanding.

NOTE 6 – FAIR VALUE MEASUREMENTS

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

Level 1:  Unadjusted quoted prices in active markets that are accessible at the diluted EPS, the average stock pricemeasurement date for identical, unrestricted assets or liabilities. We consider active markets as those in which transactions for the period is usedassets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

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

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

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

NOTE 4 – ACCRUED EXPENSES

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

NOTE 7 – ASSET RETIREMENT OBLIGATION

The Company records the obligation to plug and December 31, 2019,abandon oil and gas wells at the Company haddates properties are either acquired or the following accrued expenses:wells are drilled. The asset retirement obligation is adjusted each quarter for any liabilities incurred or settled during the period, accretion expense and any revisions made to the costs or timing estimates. The asset retirement obligation is incurred using an annual credit-adjusted risk-free discount rate at the applicable dates. Changes in the asset retirement obligation were as follows:

NOTE 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 September 30, 2021 and September 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 September 30, 2020,2021, and September 30, 2019.2020.

Purchase Commitments

The Company has no purchase obligations at September 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 September 30, 2021 and December 31, 2020, the Company had no exposure in excess of insurance.

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

Legal Matters

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.

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.

Prior to December 31, 2020, the Company’s Executive Chairman loaned the Company at total of $127,615 in four notes. Those notes bear interest at 2% per annum and mature on February 19, 2022 ($90,400) and July 15, 2022 ($37,215).

NOTE 10 – STOCKHOLDERS' EQUITY

EIDL Grant (SBA Economic Injury Disaster Loan)Authorized Capital

On April 10,As of September 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 September 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 September 30, 2020, the Company appliedissued no shares of Preferred Stock.

Common Stock

During the period ending September 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 September 30, 2021 and September 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 September 30, 2021 and September 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 PPP LoanExtension of Note Payable

On May 29, 2021, The Company and Central Operating, LLC entered into and executed the Amended and Restated Promissory Note which extended the date of the repayment of the Barrister Original Promissory Note to October 1, 2021, and restated all other provisions contained in the Barrister Original Promissory Note.

On September 30, 2021, The Company and Central Operating, LLC entered into and executed the Second Amended and Restated Promissory Note which extended the date of the repayment of the Barrister Original Promissory Note to April 1, 2022, and restated all other provisions contained in the Barrister Original Promissory Note.

Initiaion of Proprietary Quotations on OTC Markets, Inc.; Assignment of the Trading Symbol

On October 29, 202021, 2021, Financial Industry Regulatory Authority (“FINRA”) notified the Company asked for forgivenessthat FINRA cleared the Company’s application to initiate proprietary quotations of the $49,992 loan under the Paycheck Protection Program. The PPP loan carries an interest rate of one percent simple interest and is repayable over two years if not forgiven. The Company has disbursed 100% of the loan for salaries and payroll taxes and meets the qualifications for forgiveness of the debt.

COVID - 19

COVID-19 Pandemic.  By late December 2019, China advised the World Health Organization ("WHO") of a new strain of the coronavirus ("COVID-19") that had arisen in Wuhan, China, 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,its common stock 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 theOTC Markets Inc. Pink marketplace and reduced worldwide demand for crude oil.  When we commence oil production efforts, we may faceassigned a difficult business and financial environment due, in part,trading symbol “CJAX” to the COVID-19 pandemic andCompany’s common stock.  On October 25, 2021, the Company started to trade its impactcommon stock on demand for crude oil. A further complication is governmental authorities' inability to contain the COVID 19 pandemic and the existence and probably continued existencePink current marketplace of spikes in COVID-19 infections throughout or in certain parts of the United States. We cannot determine as of the date of the filing of this Form 10-Q the long term impact of COVID-19 pandemic on our company or the U.S. or foreign market demand for crude oil.OTC Markets under its current symbol “CJAX.”

Item 2. ManagementManagement's'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.

Business Description and Plan of Operation

CoJax is currently engaged in oil and natural gas acquisition, exploration, development and production in Alabama. We targeted the Gulf States Drill Region duefocus on developing our existing properties, while continuing to the qualitypursue acquisitions of oil in the region and familiarity of Company management with that region. "Gulf States Drill Region" means the oil and gas leases, drilling,properties with upside potential.

Our goal is to increase stockholder value by investing in oil and natural gas projects with attractive rates of return on capital employed. We plan to achieve this goal by exploiting and developing our existing oil and natural gas properties and pursuing strategic acquisitions of additional properties, while remaining cash flow positive, maintaining low operating costs and striving to show a gain in annual production rights areas locatedwhile reducing the Company's debt.

Executive Summary - Third Quarter 2021 Developments and Highlights

COVID-19 Impact

In December of 2020, the Food and Drug Administration authorized the use of the COVID 19 vaccination in the Smackover Trend.United States.  The Smackover Trend extends from Texasshots were first administered to front line workers and the Florida Panhandle alongelderly but were soon made available to all adults.  The daily new infections peaked in the Gulf Coast Region – both onshorefirst quarter of 2021 and offshore.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 Smackover Trend is a significantdemand for oil and gas production formation inis expected to increase as the Gulf Stateseconomy recovers which should strengthen oil prices. While oil prices have increased to pre-pandemic levels, volatility due to OPEC actions and a principal sourceother factors affecting the global supply and demand of light crude oil and gas.  Smackover Trend was rock stratum formed by deposits from warm ocean waters coveringnatural gas may continue.  

Results of Operations – For the carbonate-evaporite basins in Three andNine Months Ended September 30, 2021, and 2020

Oil and natural gas sales.  For the southern Gulf States Regionnine months ended September 30, 2021, oil and natural gas sales revenue increased $8,160 to $8,160, compared to $0 for the same period during the Upper Jurassic Period.  The Gulf States Drill Region is the focus2020, entirely as a result of the Company's businessacquisition of Barrister Energy, LLC. For the three months ended September 30, 2021, 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 value2020 there were no sales of oil from a drilling site.and natural gas.

Should oneOil and gas production costs.  Our lease operating expenses (LOE) increased from $0 per barrel of oil equivalent (BOE) for the nine months ended September 30, 2020, to $29,878 or more of$154.81 per BOE for 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. Wenine months ended September 30, 2021. Lease operating expenses 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$1,468 for the Threethree months ended September 30, 2021, and Nine$0 for the three months ended September 30, 2020.

Production taxes.  Production taxes as a percentage of oil and natural gas sales were 0% during the nine months ended September 30, 2020, and remained steady at 6%, or $490, for the nine months ended September 30, 2019:2021, and $0 for the three months ended September 30, 2021, and September 30, 2020.  These rates are expected to stay relatively steady unless we make acquisitions in other states with differing production tax rates, or the state of Alabama change their production tax rates.

Depreciation, depletion, amortization and accretion.  Our depreciation, depletion, amortization and accretion expense was $1,812 for the nine months ended September 30, 2021, compared to $0 during the same period in 2020. For the three months ended September 30, 2021, the accretion expense was $604 and $0 for the same period in 2020. The increase was the result of the acquisition of Barrister Energy, LLC.  

General and administrative expenses.  General and administrative expense increased $223,186 to $429,804 for the nine months ended September 30, 2021, as compared to $206,618 for the nine months ended September 30, 2020.  The increase in general and administrative expense is primarily attributable to stock-based compensation related expenses and the acquisition of Barrister Energy, LLC. General and administrative expense decreased $12,095 to $84,818 for the three months ended September 30, 2021, as compared to $96,913 for the three months ended September 30, 2020. The decrease in general and administrative expense is primarily attributable to reduced legal, stock transfer and audit fees.