What changed in this filing

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Item 9A. Controls and Procedures

2025-03-31 compared with 2024-03-26 · 226 added, 207 removed, 432 unchanged (50% of the section changed)

39 unchanged sentences

ineffectiveness of the Company’s internal control over financial reporting was due to the following material weaknesses:

segregation of duties consistent with control objectives;

of formal policies and procedures;

of a functioning audit committee and independent directors on the Company’s board

of directors to oversee financial reporting responsibilities;

of risk assessment procedures on internal controls to detect financial reporting risks

on a timely manner.

Inadequate segregation

of duties consistent with control objectives;

Lack of formal policies

and procedures;

Lack of a functioning

audit committee and independent directors on the Company’s board of directors to oversee financial reporting responsibilities;

Lack of risk assessment

procedures on internal controls to detect financial reporting risks on a timely manner.

Plan to Remediate the Material Weakness

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planned include:

to search for and evaluate qualified independent outside directors;

gaps in our skills base and the expertise of our staff required to meet the financial

reporting requirements of a public company;

to develop policies and procedures on internal control over financial reporting and monitor

the effectiveness of operations on existing controls and procedures.

Continue to search

for and evaluate qualified independent outside directors;

Identify gaps in

our skills base and the expertise of our staff required to meet the financial reporting requirements of a public company;

Continue to develop

policies and procedures on internal control over financial reporting and monitor the effectiveness of operations on existing

controls and procedures.

are committed to maintaining a strong internal control environment and believe that these remediation efforts will deliver improvements

13 unchanged sentences

OTHER INFORMATION

the three months ended December 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading

arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

2 unchanged sentences

following table sets forth information regarding our current directors and executive officers:

Chief Executive Officer, President, Chairman, Director

Chief Financial Officer, Secretary, Director

Chief Executive

Officer, President, Chairman, Director

Chief Financial

Officer, Secretary, Director

William Allan Bradley

30 unchanged sentences

2024, is currently serving as the Chief Financial Officer.

Guzy has served

as an outside director of Leatt Corp.

Guzy has served as an outside director of Leatt Corp.

(OTC Trading Symbol:

35 unchanged sentences

are no family relationships among any of our officers or directors.

have adopted a Code of Business Conduct and Ethics that applies to our principal executive, financial and accounting officers

(or persons performing similar functions).

of Ethics and Insider Trading Policy

have adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) that applies to our principal executive,

financial and accounting officers (or persons performing similar functions).

March 6, 2025, our Board of Directors adopted a stand-alone insider trading policy (the “Insider Trading Policy”)

to update and expand the scope of the insider trading policy included in the Code of Ethics.

The Insider Trading Policy is applicable

to all officers, directors, employees and other covered persons and governs the purchase, sale and other disposition of our securities

that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations and any applicable

OTC Markets Group standards.

A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

in Certain Legal Proceedings

our knowledge, our directors and executive officers have not been involved in any of the following events during the past ten

bankruptcy petition filed by or against such person or any business of which such person

was a general partner or executive officer either at the time of the bankruptcy or within

two years prior to that time;

conviction in a criminal proceeding or being subject to a pending criminal proceeding

(excluding traffic violations and other minor offenses);

subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated,

of any court of competent jurisdiction, permanently or temporarily enjoining him from

or otherwise limiting his involvement in any type of business, securities or banking

activities or to be associated with any person practicing in banking or securities activities;

found by a court of competent jurisdiction in a civil action, the SEC or the Commodity

Futures Trading Commission to have violated a Federal or State securities or commodities

law, and the judgment has not been reversed, suspended, or vacated;

subject of, or a party to, any Federal or State judicial or administrative order, judgment

decree, or finding, not subsequently reversed, suspended, or vacated, relating to an

alleged violation of any Federal or state securities or commodities law or regulation,

any law or regulation respecting financial institutions or insurance companies, or any

law or regulation prohibiting mail or wire fraud or fraud in connection with any business

subject of or party to any sanction or order, not subsequently reversed, suspended, or

vacated, of any self-regulatory organization, any registered entity, or any equivalent

exchange, association, entity or organization that has disciplinary authority over its

members or persons associated with a member.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 requires

our executive officers and directors and persons beneficially owning more than ten percent of our equity securities (“Reporting

Persons”) to file initial reports of ownership and changes in ownership with the Securities and Exchange Commission.

solely on our review of copies of such reports and representations from Reporting Persons, we believe that during the fiscal year

ended December 31, 2023, Jeffrey Guzy, the Chief Executive Officer, Chairman and Director, failed to file timely Form 4 reporting

the grant of 50,000 shares of Series A Convertible Preferred Stock and Wm.

Barrett Wellman, the Chief Financial Officer, failed

to file timely Form 4 reporting the grant of 50,000 shares of Series A Convertible Preferred Stock.

any bankruptcy petition

filed by or against such person or any business of which such person was a general partner or executive officer either at

the time of the bankruptcy or within two years prior to that time;

any conviction in

a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

being subject to

any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently

or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities

or to be associated with any person practicing in banking or securities activities;

being found by a

court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a

Federal or State securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

being subject of,

or a party to, any Federal or State judicial or administrative order, judgment decree, or finding, not subsequently reversed,

suspended, or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation,

any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail

or wire fraud or fraud in connection with any business entity;

being subject of

or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization,

any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over

its members or persons associated with a member.

Section 16(a) Reports

Company is not aware of any reporting person that failed to file on a timely basis reports required by Section 16(a) of the Exchange

Act during the most recent fiscal year.

Director Compensation Table

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COMPENSATION TABLE

Name and Principal Position

and Principal Position

Barrett Wellman

Guzy was appointed as Chief Executive Officer on January 22, 2020 and served in this capacity until January 10, 2024.

Guzy’s base annual salary of $120,000 is payable on a semi-monthly basis in equal installments, but the base salary is deferred

until the Company has sufficient cash flow to pay the base salary.

Further, the base salary can either be

paid in total when Company is adequately funded, or the accrued unpaid base salary can be converted into shares of the CoJax Common

Stock at the lower conversion price of the initial public offering price of $2.00 or current market price at the time of conversion

Wellman was appointed Chief Financial

Officer on March 16, 2020.

Guzy was appointed as Chief Executive Officer

on January 22, 2020 and served in this capacity until January 10, 2024.

Jeffrey Guzy’s base

annual salary of $120,000 is payable on a semi-monthly basis in equal installments, but the base salary is deferred until the

Company has sufficient cash flow to pay the base salary.

Further, the base salary can either be paid in

total when Company is adequately funded, or the accrued unpaid base salary can be converted into shares of the CoJax Common Stock

at the lower conversion price of the initial public offering price of $2.00 or current market price at the time of conversion

Wellman was appointed Chief Financial Officer on March 16, 2020.

He resigned from this position on January 10, 2024.

Wellman’s base salary of $100,000

is payable semi-monthly in equal installments, but the base salary is deferred until the Company has sufficient cash flow to pay

the base salary.

Alternatively, the accrued unpaid base salary can be converted into shares of the CoJax Common Stock at

the lower conversion price of the initial public offering price of $2.00 or current market price at the time of conversion by Mr.

Wellman’s base salary of $100,000 is payable semi-monthly in equal installments, but the base salary is deferred until

the Company has sufficient cash flow to pay the base salary.

Alternatively, the accrued unpaid base salary can be converted

into shares of the CoJax Common Stock at the lower conversion price of the initial public offering price of $2.00 or current market

price at the time of conversion by Mr.

Agreements with Key Executives

On February 20, 2020, the Company entered

into an initial employment agreement with Jeffrey Guzy.

The term of that agreement was 3 years.

This initial employment agreement

was terminated on February 14, 2023, on the date the Company entered into a second employment agreement with Mr.

Guzy (the “Guzy

2023 Employment Agreement”), pursuant to which Mr.

Guzy continued serving the Company as Chief Executive Officer, President

and Chairman of the Company.

The Guzy 2023 Employment Agreement has a 3-year term through February 14, 2026, unless terminated

earlier pursuant to the terms of the Guzy 2023 Employment Agreement.

Pursuant to the Guzy 2023 Employment Agreement, Mr.

Guzy will be paid a base salary of $120,000 per annum, which salary will accrue and can either be paid in total when the Company

is adequately funded or, alternatively, the accrued unpaid base salary can be converted into shares of the Company’s common

stock at the lower conversion price of the initial public offering price of $2.00 or current market price at the time of conversion

February 20, 2020, the Company entered into an initial employment agreement with Jeffrey Guzy.

The term of that agreement was

This initial employment agreement was terminated on February 14, 2023, on the date the Company entered into a second

employment agreement with Mr.

Guzy (the “Guzy 2023 Employment Agreement”), pursuant to which Mr.

Guzy continued serving

the Company as Chief Executive Officer, President and Chairman of the Company.

The Guzy 2023 Employment Agreement has a

3-year term through February 14, 2026, unless terminated earlier pursuant to the terms of the Guzy 2023 Employment Agreement.

Pursuant to the Guzy 2023 Employment Agreement, Mr.

Guzy may participate in any incentive compensation and other benefit

plans may be granted bonus performance bonus payments to be paid in cash, stock, or both.

In addition, the Guzy 2023 Employment

Agreement includes provisions for paid vacation time and expense reimbursement.

The Guzy 2023 Employment Agreement provided

for termination (i) immediately upon Mr.

Guzy will be paid a base salary of $120,000 per annum, which salary

will accrue and can either be paid in total when the Company is adequately funded or, alternatively, the accrued unpaid base salary

can be converted into shares of the Company’s common stock at the lower conversion price of the initial public offering

price of $2.00 or current market price at the time of conversion by Mr.

Pursuant to the Guzy 2023 Employment Agreement,

Guzy may participate in any incentive compensation and other benefit plans may be granted bonus performance bonus payments

to be paid in cash, stock, or both.

In addition, the Guzy 2023 Employment Agreement includes provisions for paid vacation time

and expense reimbursement.

Guzy 2023 Employment Agreement provided for termination (i) immediately upon Mr.

Guzy’s death or Disability;

(ii) by the Company for Cause;

Good Reason (as these terms are defined in the Guzy 2023 Employment Agreement or (iv) other than for Cause or Good Reason, by Mr.

Company for Cause;

Guzy for Good Reason (as these terms are defined in the Guzy 2023 Employment Agreement or (iv)

other than for Cause or Good Reason, by Mr.

Guzy or the Company upon not less than sixty (60) days prior written notice of termination.

Guzy terminates the employment

for a Good Reason, then he would be entitled to:

a cash payment, payable in equal installments over a six (6) month period after

Guzy terminates the employment for a Good Reason, then he would be entitled to:

a cash payment, payable in equal installments

over a six (6) month period after Mr.

Guzy terminates employment, equal to the sum of the following:

(a) subject to the payment of the following sums not causing

the insolvency of the Company, the equivalent of the greater of (i) twenty-four (24) months of Mr.

Guzy’s then-current

base salary or (ii) the remainder of the term of the Guzy 2023 Employment Agreement;

plus (b) any previously earned but unpaid

salary through Mr.

(a) subject to the

payment of the following sums not causing the insolvency of the Company, the equivalent of the greater of (i) twenty-four

(24) months of Mr.

Guzy’s then-current base salary or (ii) the remainder of the term of the Guzy 2023 Employment Agreement;

plus (b) any previously earned but unpaid salary through Mr.

Guzy’s final date of employment, being Mr.

Guzy’s termination of employment.

On January 10, 2024,

the Guzy 2023 Employment Agreement was terminated in connection with Mr.

Guzy’s resignation from serving as Chief Executive

Officer, President and Chairman.

On the same date, in connection with appointment of Mr.

Guzy to serve as Chief Financial Officer,

the Company entered into a new employment agreement with Mr.

Guzy for his services as Chief Financial Officer.

The Company entered into an employment

agreement with Wm.

termination of employment.

On January 10, 2024, the Guzy 2023 Employment Agreement was terminated in connection with Mr.

resignation from serving as Chief Executive Officer, President and Chairman.

On the same date, in connection with the appointment

Guzy to serve as Chief Financial Officer, the Company entered into a new employment agreement with Mr.

Guzy for his services

as Chief Financial Officer.

Company entered into an employment agreement with Wm.

Barrett Wellman on March 16, 2020, for his service as Chief Financial Officer.

That agreement had an initial

3-year term and was extended until August 16, 2024.

That agreement had an initial 3-year term and was extended until August 16, 2024.

This employment agreement provided for the following:

a base annual salary of $100,000 to be paid semi-monthly in equal installments, but the base salary can either be paid in total when CoJax is adequately funded or, alternatively, the accrued unpaid base salary can be converted into shares of the CoJax common stock at the lower conversion price of the initial public offering price of $2.00 or current market price at the time of conversion by Mr.

Wellman is eligible for an ad hoc performance bonus if and in an amount approved by the disinterested directors;

Wellman may participate in any incentive compensation and other benefit plans to the extent that he is eligible to do so;

continuation of Mr.

Wellman’s benefits under CoJax’s health insurance and other benefit plans for 24 months after any termination of his employment for good reason (as defined in the employment agreement);

imposes confidentiality and non-recruitment of Company employees obligations on Mr.

a base annual salary

of $100,000 to be paid semi-monthly in equal installments, but the base salary can either be paid in total when CoJax is adequately

funded or, alternatively, the accrued unpaid base salary can be converted into shares of the CoJax common stock at the lower

conversion price of the initial public offering price of $2.00 or current market price at the time of conversion by Mr.

Wellman is eligible

for an ad hoc performance bonus if and in an amount approved by the disinterested directors;

participate in any incentive compensation and other benefit plans to the extent that he is eligible to do so;

continuation of

Wellman’s benefits under CoJax’s health insurance and other benefit plans for 24 months after any termination

of his employment for good reason (as defined in the employment agreement);

imposes confidentiality

and non-recruitment of Company employees’ obligations on Mr.

Wellman for one year after end of employment, and

the employment agreement provides for CoJax to terminate Mr.

Wellman’s employment for cause (as defined in the employment agreement) and for Mr.

the employment agreement

provides for CoJax to terminate Mr.

Wellman’s employment for cause (as defined in the employment agreement) and for

Wellman to terminate the employment agreement for ”good reason” (as defined in the employment agreement).

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Wellman’s termination of employment.

The employment agreement also provided

the following indemnification to Mr.

The Company shall indemnify and save harmless Mr.

Wellman for any liability

incurred by reason of any act or omission performed by Mr.

Wellman while acting in good faith on behalf of the Company.

No indemnification

barred by regulations or policies of the SEC or in clear violation of public policy will be permitted under the employment agreement.

Wellman’s Employment Agreement

was terminated on January 10, 2024 upon his resignation as Chief Financial and Secretary.

employment agreement also provided the following indemnification to Mr.

The Company shall indemnify and save

Wellman for any liability incurred by reason of any act or omission performed by Mr.

Wellman while acting in good

faith on behalf of the Company.

No indemnification barred by regulations or policies of the SEC or in clear violation of public

policy will be permitted under the employment agreement.

Wellman’s Employment Agreement was terminated on January 10, 2024 upon his resignation as Chief Financial and Secretary.

Guzy did not receive any cash compensation for his role as a director for the year ended December 31, 2024.

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Equity Incentive Plan

Our Board of Directors and stockholders

approved the 2018 Equity Incentive Plan on December 31, 2018 (“2018 Plan”), which replaced the 2017 Equity Incentive

Plan (“2017 Plan”) that was approved by the Board of Directors and stockholders on January 2, 2018.

of Directors terminated the 2017 Plan on December 31, 2018.

No options or awards were granted under the 2017 Plan.

No options or other incentive compensation

has been granted as of December 31, 2023.

Board of Directors and stockholders approved the 2018 Equity Incentive Plan on December 31, 2018 (“2018 Plan”), which

replaced the 2017 Equity Incentive Plan (“2017 Plan”) that was approved by the Board of Directors and stockholders

on January 2, 2018.

The Board of Directors terminated the 2017 Plan on December 31, 2018.

No options or awards were

granted under the 2017 Plan.

options or other incentive compensation has been granted as of December 31, 2024.

following is a summary of the 2018 Plan:

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Equity Awards

There were no outstanding equity awards to our Named Executive Officers as of December 31, 2023.

were no outstanding equity awards to our Named Executive Officers as of December 31, 2024.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table lists, as of March 26, 2024 the number of shares of common stock beneficially owned by (i) each person, entity

or group (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934) known to the Company to be the beneficial

owner of more than 5% of the outstanding common stock;

(ii) each of our directors (iii) each of our Named Executive Officers and

(iv) all executive officers and directors as a group.

Information relating to beneficial ownership of common stock by our principal

stockholders and management is based upon information furnished by each person using “beneficial ownership” concepts

under the rules of the SEC.

Under these rules, a person is deemed to be a beneficial owner of a security if that person directly

or indirectly has or shares voting power, which includes the power to vote or direct the voting of the security, or investment

power, which includes the power to dispose or direct the disposition of the security.

The person is also deemed to be a beneficial

owner of any security of which that person has a right to acquire beneficial ownership within 60 days.

Under the SEC rules, more

than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner

of securities as to which he or she may not have any pecuniary interest.

Except as noted below, each person has sole voting and

investment power with respect to the shares beneficially owned and each stockholder’s address is c/o CoJax Oil and Gas Corporation,

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

The percentages below are calculated based on 10,465,902

shares of common stock issued and outstanding as of March 26, 2024.

following table lists, as of the date of this Annual Report, the number of shares of common stock beneficially owned by (i) each

person, entity or group (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934) known to the Company

to be the beneficial owner of more than 5% of the outstanding common stock;

(ii) each of our directors (iii) each of our Named

Executive Officers and (iv) all executive officers and directors as a group.

Information relating to beneficial ownership of common

stock by our principal stockholders and management is based upon information furnished by each person using “beneficial

ownership” concepts under the rules of the SEC.

Under these rules, a person is deemed to be a beneficial owner of a security

if that person directly or indirectly has or shares voting power, which includes the power to vote or direct the voting of the

security, or investment power, which includes the power to dispose or direct the disposition of the security.

The person is also

deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days.

Under the SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed

to be a beneficial owner of securities as to which he or she may not have any pecuniary interest.

Except as noted below, each

person has sole voting and investment power with respect to the shares beneficially owned and each stockholder’s address

is c/o CoJax Oil and Gas Corporation, 4830 Line Avenue, Suite 152, Shreveport, Louisiana, 71106.

The percentages below are calculated

based on 13,998,639 shares of common stock issued and outstanding as of March 31, 2025.

Name of Beneficial Owner

1 unchanged sentence

William Allan Bradley

Total (3 persons)

Total Directors and Executive Officers (3 persons)

5% Beneficial Owners

Roger Allums McLeod

2 unchanged sentences

Stonefield Fund LLC (3)

Quantoleum Holdings LLC (4)

Khaki Investments LLC (5)

(1) Peter Biglane is the Manager of Rosswood Capital

LLC and has sole voting and dispositive power over the shares held by Rosswood Capital LLC.

(2) David Sullivan is the Manager of Stone Creek Properties

LLC and has sole voting and dispositive power over the shares held by Stone Creek Properties LLC.

(3) Alfonso Rivera Revilla is the Manager of Stonefield

Fund LLC and has sole voting and dispositive power over the shares held by Stonefield Fund LLC.

(4) Andrew Cardwell is the Manager of Quantoleum Holdings

LLC and has sole voting and dispositive power over the shares held by Quantoleum Holdings LLC.

Andrew Cardwell is also the

Manager of Taxodium Energy, LLC.

(5) Sophie Biglane is the Manager of Khaki Investments

LLC and has sole voting and dispositive power over the shares held by Khaki Investments LLC.

Lamar Resources, LLC (4)

Lazaro Resources, LLC (5)

United Oil & Gas, LLC (6)

Peter Biglane is the Manager of Rosswood Capital LLC and has sole voting and dispositive power over the shares held by Rosswood

David Sullivan is the Manager of Stone Creek Properties LLC and has sole voting and dispositive power over the shares held by

Stone Creek Properties LLC.

Alfonso Rivera Revilla is the Manager of Stonefield Fund LLC and has sole voting and dispositive power over the shares held by

Stonefield Fund LLC.

Marty Rutland is the Owner of Lamar Resources, LLC and has sole voting and dispositive power over the shares held by Lamar Resources,

John young is the Owner of Lazaro Resources, LLC and has sole voting and dispositive power over the shares held by Lazaro Resources,

William Wildman Jr.

is the Owner of United Oil & Gas, LLC and has sole voting and dispositive power over the shares held by

United Oil & Gas, LLC.

in Control Agreements.

5 unchanged sentences

to our Company, and in which any of the following is a party:

(a) enterprises

that directly or indirectly through one or more intermediaries, control or are controlled

by, or are under common control with, our Company;

(b) associates;

owning, directly or indirectly, an interest in the voting power of our Company that gives

them significant influence over our Company, and close members of any such individual’s

management personnel, that is, those persons having authority and responsibility for

planning, directing, and controlling the activities of our Company, including directors

and senior management of companies and close members of such individuals’ families;

(e) enterprises

in which a substantial interest in the voting power is owned, directly or indirectly,

by any person described in (c) or (d) or over which such a person is able to exercise

significant influence.

enterprises that

directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with,

individuals owning,

directly or indirectly, an interest in the voting power of our Company that gives them significant influence over our Company,

and close members of any such individual’s family;

key management personnel,

that is, those persons having authority and responsibility for planning, directing, and controlling the activities of our

Company, including directors and senior management of companies and close members of such individuals’ families;

enterprises in which

a substantial interest in the voting power is owned, directly or indirectly, by any person described in (c) or (d) or over

which such a person is able to exercise significant influence.

Approval, and Ratification of Related Party Transactions

5 unchanged sentences

On a moving forward basis, our Directors will continue to approve any related party transaction.

January 10, 2024, the Company issued 100,000 common shares at $0.99 per share to William R.

Downs in connection with his appointment

as the Company’s new Chief Financial officer.

The issuance of 100,000 shares was recognized at the share price on the date

of the employment agreement.

January 26, 2024, Mr.

Wellman, being the holders of all of the Company’s Series A Stock converted all 105,000

shares issued and outstanding into common shares at a conversion rate of one to ten.

The conversion occurred at the rate specified

in the initial issuance agreement and therefore no gain or loss was recognized on the conversion.

In connection with the exercise

of the conversion option, the Company issued 575,000 and 475,000 common shares to Jeffrey J.

Barrett Wellman, respectively.

August 20, 2024, Mr.

Guzy purchased 475,000 shares of common stock from Mr.

Wellman in a negotiated transaction.

had no financial impact on the Company during the year ended December 31, 2024.

know of no material, active, pending, or threatened to proceed against us or our subsidiaries, nor are we, or any subsidiary,

2 unchanged sentences

and Accounting Fees

Effective as of January

4, 2024, Sadler, Gibb & Associates, LLC resigned as the Company’s independent registered public accounting firm

and the Board of the Company appointed M&K CPAs, PLLC (“M&K”) as our independent registered public accounting

as of January 4, 2024, Sadler, Gibb & Associates, LLC resigned as the Company’s independent registered public accounting

firm and the Board of the Company appointed M&K CPAs, PLLC (“M&K”) as our independent registered public accounting

firm for the fiscal year ended December 31, 2024.

1 unchanged sentence

services rendered by M&K and S|G for each of the years ended December 31, 2024, and 2023, respectively:

Audit related fees

All other fees

The aggregate audit

fees billed and unbilled for the fiscal years ended December 31, 2023, and 2022 were for professional services rendered by M&K

and S|G, respectively, for the audits of our annual consolidated financial statements, the audit of our consolidated financial

statements included in our registration statement on Form 10-K.

aggregate audit fees billed and unbilled for the fiscal years ended December 31, 2024, and 2023 were for professional services

rendered by M&K and S|G, respectively, for the audits of our annual consolidated financial statements, the audit of our consolidated

financial statements included in our registration statement on Form 10-K.

Company did not incur any aggregate tax fees billed and unbilled for the fiscal years ended December 31, 2024, and 2023.

3 unchanged sentences

any auditing or permitted non-audit related service, the engagement be:

by our audit committee;

into pursuant to pre-approval policies and procedures established by the audit committee,

provided that the policies and procedures are detailed as to the particular service, the audit

committee is informed of each service, and such policies and procedures do not include

delegation of the audit committee’s responsibilities to management.

approved by our

audit committee;

entered into pursuant

to pre-approval policies and procedures established by the audit committee, provided that the policies and procedures are

detailed as to the particular service, the audit committee is informed of each service, and such policies and

procedures do not include delegation of the audit committee’s responsibilities to management.

do not have an audit committee.

9 unchanged sentences

Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Form S-1 Registration Statement filed with the Commission on July 26, 2019)

Description of Securities (incorporated by reference to Exhibit 4.1 to the Form S-1 Registration Statement filed with the Commission on July 26, 2019)

of Securities (incorporated by reference to Exhibit 4.1 to the Form S-1 Registration Statement filed with the Commission on July

Employment Agreement between CoJax Oil and Gas Corporation and Jeffrey J.

14 unchanged sentences

Barrett Wellman (incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the Commission on January 4, 2022)

NONOP purchase and sale agreement dated November 8, 2022 (incorporated by reference to Exhibit 10.15 to

the Annual Report on Form 10-K for 2022 filed with the Commission on November 20, 2023)

BUCKLEY purchase and sale agreement dated October 15, 2022 (incorporated by reference to Exhibit 10.16

to the Annual Report on Form 10-K for 2022 filed with the Commission on November 20, 2023)

Agreement between William R.

Downs and the Company dated January 10, 2024 (incorporated by reference to Exhibit 10.1 to the

Current Report on Form 8-K filed with the Commission on January 16, 2024)

Agreement between Jeffrey J.

Guzy and the Company dated January 10, 2024 (incorporated by reference to Exhibit 10.2 to the

Current Report on Form 8-K filed with the Commission on January 16, 2024)

NONOP purchase and sale agreement dated November 8, 2022 (incorporated by reference to Exhibit 10.15 to the Annual Report on Form 10-K for 2022 filed with the Commission on November 20, 2023)

BUCKLEY purchase and sale agreement dated October 15, 2022 (incorporated by reference to Exhibit 10.16 to the Annual Report on Form 10-K for 2022 filed with the Commission on November 20, 2023)

Employment Agreement between William R.

Downs and the Company dated January 10, 2024 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Commission on January 16, 2024)

Employment Agreement between Jeffrey J.

Guzy and the Company dated January 10, 2024 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Commission on January 16, 2024)

Code of Ethics (incorporated by reference to Exhibit 14 to the Form S-1 Registration Statement filed with the Commission on July 26, 2019)

18 unchanged sentences

Executive Officer)

March 31, 2025

Financial Officer

Financial and Accounting Officer)

March 31, 2025

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf

2 unchanged sentences

Executive Officer)

March 31, 2025

Financial Officer

Financial and Accounting Officer)

March 31, 2025

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures