What changed in this filing

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Item 1. Business

2022-06-14 compared with 2021-05-14 · 94 added, 189 removed, 186 unchanged (60% of the section changed)

Corporate Background

Cojax Oil and Gas Corporation (“CoJax, the “Company”, us or we) was incorporated on November 13, 2017 under the laws of the Commonwealth of Virginia.

The Company was formed with the business purpose to acquire oil drilling and production rights to properties with oil reserve reports showing sufficient oil reserves to justify drilling and to produce crude oil for sale to any available domestic or international buyers.

Since incorporation in 2017, CoJax has not had any revenue-generating operations.

Since incorporation, we have been engaged in organization of the company, evaluating and pursuing possible acquisitions of oil leases and rights and exploring the availability of third-party funding for our business plan.

We are an independent oil and gas company focused on commencing operations in the acquisition, development and production of crude oil from assets in the Gulf States Drill Region.

The production and sale of natural gas is not part of our revenue generating business because of the perceived cost and lack of profit potential for a small producer of natural gas.

Corporate History

The Company was incorporated in the Commonwealth of Virginia on November 13, 2017.

It is an early-stage company seeking to become an independent energy company focused on the acquisition and subsequent exploitation and development of crude oil in the Gulf States Drill Region.

We intend to acquire assignments of hydrocarbon revenues and underlying oil and gas exploration and production rights.

We believe that we can establish a profitable niche in crude oil production due to the quality of the light sweet crude oil produced from the Gulf States Region, which is cheaper to refine than crude oil from other regions of the U.S.

On November 17, 2020, the Company acquired (the “Acquisition”) all outstanding capital in Barrister pursuant to an acquisition agreement, dated June 16, 2020, with Barrister and all members of Barrister (the “Acquisition Agreement”).

As a result of the Acquisition, the Company acquired the assets of Barrister, including Barrister Oil Rights, in consideration of the issuance of 3,650,000 shares of the Company’s common stock, (the “Common Stock”) to the members of Barrister and the assumption of Barrister’s debt obligations to C.O.P in principal amount of $2,700,000 (the “Assumed Debt” or the “Total Debt”) under the Purchase and Sale Agreement and the related secured promissory note (the “Note”), each dated as of June 1, 2019.

While the Note was non-interest bearing;

however, the Total Debt under the Note was required to be paid in a lump sum balloon by June 1, 2021, the original maturity date.

This original maturity date was initially extended to October 1, 2021, pursuant to the First Amended and Restated Note dated May 29, 2021, and subsequently was extended to April 30, 2022, pursuant to the Second Amended and Restated Note dated September 30, 2021.

On November 16, 2021, the Company and C.O.P entered into a debt exchange agreement (the “Debt Exchange Agreement”), pursuant to which, COP fully discharged the Company from the obligation to repay the Total Debt in exchange for the issuance of 1,350,000 shares based upon the conversion price of $2.00 per share (the “Exchange Shares”) of the Company’s Common Stock share (the “Common Stock”).

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

After further analysis and discussions, the Company concluded that (i) the Acquisition is deemed an asset acquisition ;

(ii) the carrying value of the Company’s oil and gas properties shall be reduced from $10,000,000 to $2,700,000, the historical cost to Barrister;

and (iii) the Company will use the successful efforts accounting method for its oil and gas producing activities.

In addition, that Amendment also reconciled certain dates in the financial statements, using November 17, 2020, as the date of the completion of the Acquisition and June 16, 2020, the date of the entering into the definitive acquisition agreement with Barrister, as the date when the Company obtained interim operational control over the Barrister’s properties.

On May 31, 2022, the Company filed an amendment to the Original Form 10-K;

and on June 1, 2022, the Company filed amendments to the Quarterly Report (collectively, the “Amendments”) which restated and modified certain statements related to the Acquisition, the Management Discussion and Analysis of

Financial Condition and Results of Operation, and the Financial Statements contained in the Original Form 10-K and the Quarterly Report.

We have explored third party debt and equity funding for acquiring and expanding oil exploration and production, but as of the date of this Annual Report have no firm commitments for funding.

Our experience is that private funding for new drilling on oil leases and rights with limited production or operating history has been difficult to obtain on affordable terms in the past.

Our goal is to raise sufficient funds pursuant to the registration statement described below to expand drilling from Barrister Oil Rights and establish a more robust cash flow and production history from Barrister Oil Rights in order to attract future funding, either from lenders or through offering of our securities to investors, to fund further drilling on Barrister Oil Rights and possibly, subject to adequate funds, acquire new oil leases and rights in Gulf State Drilling Region.

We focus on Gulf State Drilling Region because of the quality of the oil and the ability to typically access oil without fracking and its history of drilling resulting oil production without an inordinate percentage of dry wells or failed drilling.

As an early stage development company and with limited oil production history of Barrister oil rights, the Company does not believe that it can raise funding for exploratory drilling rigs and deep drilling oil rigs.

Business Overview

We operate through Barrister since November 17, 2020, however, we are producing very limited crude oil production from limited oil drilling operations.

This production is not sufficient to cover our operating expenses or to fund establishing new oil drilling rigs or increased drilling.

Establishing new oil drilling rigs to exploit the crude oil reserves commercially is essential to establishing a viable business.

Even with one or more deep drilling wells for Barrister Oil Rights, those wells may fail to produce any oil or sufficient oil to allow the Company to become profitable.

Our long-term objective is to create shareholder value by identifying and assembling a portfolio of low-risk crude oil production assets with attractive economic profiles, and our short-term objective is to leverage the technical and managerial expertise of our proposed contractor operations team to deliver consistently profitable results from the existing oil wells.

Our geographical focus is the Gulf States Region due to its light grade oil which is cheaper to process than other forms of crude oil and due to the ability to tap oil reserves without fracking.

The acquisition of Barrister is the first and only acquisition of oil and gas exploration and production leases and rights as of the date of this Annual Report.

We are focused on establishing profitable oil exploration and production operations by acquiring the right, by lease or assignment, to drill, extract, and sell oil.

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Our ability to implement our business plan is subject in part on our ability to timely raise adequate and affordable funding from investors or lenders for establishing deep drilling rigs in acquired oil and gas leases and rights.

If we cannot acquire oil leases and rights for our securities, we will also have to fund the cost of acquisition from investors or lenders.

If we cannot acquire oil leases and rights for our securities, we will have to fund the cost of acquisition from investors or lenders.

The funding may be equity or debt.

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We may be unable, due to lack of required funding and any enhanced oil production from acquired oil leases and rights, to acquire additional oil leases and rights.

The Barrister acquisition is the first and only current acquisition of oil and gas exploration and production leases and rights as of the date of this Annual Report.

Barrister has only minimal oil drilling and production operations.

CoJax will have to raise funding to establish one or more deep drilling rigs exploiting the Barrister Oil Rights.

Even with deep drilling rigs, Barrister Oil Rights may not produce oil on a profitable basis.

We currently have no other potential acquisitions.

We have explored third party debt and equity funding for acquiring and expanding oil exploration and production, but as of the date of this Annual Report have no firm commitments for funding.

Our experience is that private funding for new drilling on oil leases and rights with limited production or operating history has been difficult to obtain on affordable terms in the past.

Our goal is to raise sufficient funds pursuant to the registration statement described below to expand drilling from Barrister Oil Rights

and establish a more robust cash flow and production history from Barrister Oil Rights in order to attract future funding, either from lenders or through offering of our securities to investors, to fund further drilling on Barrister Oil Rights and possibly, subject to adequate funds, acquire new oil leases and rights in Gulf State Drilling Region.

We filed a registration statement on a Form S-1 which was declared effective by the Commission on October 20, 2020 to offer and sell up to 6,000,000 shares of our common stock at a price of $2.00 per share.

The proceeds of the offering is to raise working capital for our corporate operating overhead and to fund establishing at least one deep drilling rig for the Barrister Oil Rights.

We do not intend to do exploratory drilling, which is expensive and typically can only be afforded by the larger oil production companies.

Barrister has existing rigs that are producing oil.

Exploratory drilling can verify the presence of oil and is used to reduce the risk of establishing deep drilling rigs.

As of May 13, 2021, we have raised $53,000 pursuant to the offering covered by said registration statement.

CoJax has a corporate website under development at URL:

http://www.cojaxoilandgas.com.

The website should be operational in July 2021.

Acquisition of Barrister Energy

On November 17, 2020, the Company consummated the transactions contemplated by the Acquisition Agreement dated June 16, 2020 with Barrister Energy, LLC, a Mississippi limited liability company, and all of the members of Barrister (the “Barrister Agreement”).

The Company issued 3,650,000 shares to the members of Barrister in exchange for 100% of the outstanding membership interests, resulting in Barrister becoming a wholly-owned subsidiary of Cojax (the “Exchange”).

The Barrister Agreement also provided that we assume $2,700,000 debt obligations of Barrister (the “Assumed Debt”), which debt obligation evidences the purchase price for Barrister’s acquisition of its current oil drilling and production rights and leases in Alabama.

The debt we assumed is secured by the Barrister Oil Rights, which were acquired by Barrister from Central Operating, LLC, or “COP” under the June 1, 2019 Purchase and Sale Agreement, and related secured promissory Note and Security Agreement, both dated June 1, 2019 (the “COP Agreements”).

These acquired oil and gas exploration and production assets represent all of the Barrister Oil Rights.

There is no interest owed under the promissory note, but the principal is due in a lump sum payment due on June 1, 2021.

This lump sum payment represents a significant financial burden for us.

The pay-off of the Assumed Debt will have to be financed or funded, or restructured, in order to avoid a possible default and legal action to seize or sell the Barrister Oil Rights, which are collateral for the Assumed Debt.

Under the Purchase and Sale Agreement, COP retained financial benefit of oil produced prior to and on June 1, 2019, and Barrister owned all post-June 1, 2019 oil production.

Barrister had until August 31, 2019 to challenge any title defects affecting acquired assets.

Barrister asserted no title defects.

COP conveyed by Special Warranty of Title in respect of acquired assets “as is and with all faults” on date of purchase, but the warranty does not cover fitness of acquired assets for any specific purpose, accuracy of oil reserves, or future productivity of acquired assets, or hazardous material liabilities.

Barrister waived,

released, held harmless and indemnified COP and its affiliates from all liabilities associated with or arising from the Barrister Oil Rights.

Based on CoJax management’s knowledge and inquiries, the cost of establishing a deep drilling rig is estimated to be $2 million to $3 million and the cost of drilling is estimated to be between $300 to $600 per lateral foot.

Drilling costs are affected by a number of factors, including having to penetrate hard rock strata, rig equipment failures and amount of required drilling fluids.

CoJax does not have the funds, assets, or funding commitments as of the date of this Annual Report to pay off the Assumed Debt.

There is no assurance, especially in light of the chaotic economic conditions imposed by COVID-19 pandemic on the U.S.

and world economies and the oil production industry and the uncertainty about when that impact will end, that CoJax can timely pay off or restructure the Assumed Debt.

CoJax lacks the assets typically required for debt financing, and the Barrister Oil Rights are already subject to a secured lien held by COP under the COP Agreements.

As of the date of this Annual Report, Barrister Oil Rights are producing very limited crude oil production from limited oil drilling operations, which production is not sufficient to cover our operating expenses or to fund establishing new oil drilling rigs or increased drilling.

Establishing new oil drilling rigs to exploit the crude oil reserves of Barrister commercially is essential to CoJax efforts to establish a viable business.

Even with one or more deep drilling wells for Barrister Oil Rights, those wells may fail to produce any oil or sufficient oil to allow CoJax-Barrister to become profitable.

Business Strategies .

Our long-term objective is to create shareholder value by identifying and assembling a portfolio of low-risk crude oil production assets with attractive economic profiles, and our short-term objective is the leveraging of the technical and managerial expertise of our proposed contractor operations team to deliver consistently profitable results from existing oil wells.

Our geographical focus is the Gulf States Region due to its light grade oil which is cheaper to process than other forms of crude oil and due to the ability to tap oil reserves without fracking.

We seek to achieve these objectives by executing the following strategies:

(1) Day-to-Day Operations – Use of Contractors.

Barrister engages COP as a contractor to operate the limited oil and gas production drilling and storage operations for the Barrister Oil Rights as well as using Jeffrey Delancey, our former Chief Executive Officer, as a part-time manager.

CoJax intends to use professional contractors to operate existing and future crude oil and gas drilling operations, including use of COP for Barrister Oil Rights.

CoJax believes that the use of contractors will allow CoJax-Barrister to engage experienced personnel to manage day-to-day operations without incurring the additional overhead imposed by full-time employees and will provide flexibility in engaging operational personnel.

Full-time employees of CoJax-Barrister will generally be limited to senior executive officers of CoJax and, possibly, addition of a full-time operations executive at Barrister when and if oil production and revenues increase from deep drilling rig or rigs.

This model of operation has a significant risk of being unable to retain key personnel who are merely contractors and who do not have the incentive of a full-time employee to remain with an employer and can be lured away by more lucrative offers of employment or engagement from competitors.

CoJax will use contracts to seek to secure contractors for required periods.

CoJax believes that the contractor model of management is affordable and efficient and within the projected ability of CoJax to fund.

CoJax lacks the funding to engage full time, experienced oil operations executives in anticipation of increased oil production.

We were not successful in our efforts to raise funds in a public registered offering.

While we filed a registration statement on a Form S-1, which was declared effective by the Commission on October 9, 2020, to offer and sell up to 6,000,000 shares of our common stock at a price of $2.00 per share, we have raised only $53,000 in that public offering.

This public offering closed on May 31, 2021.

Competitive Strengths

Use of Contractors

The Company utilizes experienced contractors, including former members of Barrister, with significant prior experience in oil and gas production in the Gulf States Drilling Region in the initial phases of implementing the business plan.

The Company believes that the use of these contractors is the most efficient and cost-effective means of operations for a small independent oil and gas production company and is designed to allow the Company to use experienced oil drilling and production personnel without the high overhead costs of hiring personnel as employees of the Company.

Currently, we engage COP as our contractor to operate the limited oil and gas production drilling and storage operations for the Barrister Oil Rights and to manage the Company’s drilling operations.

We also engage Jeffrey Delancey, our former Chief Executive Officer, who currently is taking the lead on a part-time management basis.

Delancey has over twenty-nine years of direct oilfield operating experience.

He also has extensive experience with operations and administration in an independent oil and gas production company and relies on contract operators to provide experienced personnel to handle all essential crude oil production on a day-to-day basis for the Company.

With adequate funding, the Company intends to employ this teaming model strategy to help attract and retain experienced oil industry engineering and production personnel to identify drill sites and then efficiently operate those wells to produce oil at an above-average industry rate of efficiency in the Gulf States region.

Focus on Underexploited Oil Leases and Rights .

CoJax will target oil leases and rights similar to Barrister as possible future acquisitions.

Barrister’s latest “Certified SEC Reserves Analysis and Valuation

Study and Report”, prepared by NOVA Resource Incorporated, dated November 2, 2020, being filed as Exhibit 99.1 to this Annual Report, shows oil reserves and existing producing wells but has not been fully exploited with deep drilling rigs.

CoJax is seeking underexploited oil leases and rights in the Gulf States Drilling Region with reserve reports and one or more drilling rigs, even if exploratory or not deep drilling rigs, which taken together indicate that the oil leases and rights have potential, substantial oil production capability – substantial for a small independent oil production company.

CoJax does not seek oil leases and rights with productive deep drilling rigs as those properties often require funding or working capital beyond CoJax’s current means and projected future funding and working capital.

Generally, the oil fields in the southern part of the Gulf States Drilling Region are less expensive to drill due to nature of rock strata and depth of the oil reserves.

Barrister is in the southern part of the Gulf States Drilling Region.

CoJax will seek acquisitions that can be obtained for stock or other securities or under an earn out arrangement and prefers acquiring companies which hold oil leases and rights rather than acquiring individual oil leases and rights.

CoJax’s preference is to acquire companies with several oil leases and rights as opposed to acquiring individual oil leases and rights.

The Company will target oil leases and rights similar to Barrister as possible future acquisitions.

The Company is seeking underexploited oil leases and rights in the Gulf States Drilling Region with reserve reports and one or more drilling rigs, even if exploratory or not deep drilling rigs, which taken together indicate that the oil leases and rights have potential, substantial oil production capability – substantial for a small independent oil production company.

Generally, the oil fields in the southern part of the Gulf States Drilling Region are less expensive to drill due to the nature of rock strata and the depth of the oil reserves.

The Company will seek acquisitions that can be obtained for stock or other securities or under an earn-out arrangement and prefers acquiring companies that hold oil leases and rights rather than acquiring individual oil leases and rights, preferable the targets with several oil leases and rights as opposed to acquiring individual oil leases and rights.

The acquisition of a company has the perceived advantages of acquiring several oil leases and rights and existing drilling operations with in-place management in a single transaction along with possibly reduced due diligence costs and more expeditious closing of the transaction.

Implications of Being an Emerging Growth Company .

CoJax is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act, or the JOBS Act, enacted in April 2012, and we may remain an emerging company for up to five years.

For so long as we remain an emerging growth company, we are permitted and intend to rely on certain exemptions from various public company reporting requirements, including not being required to have our internal control over financial reporting audited by our independent registered public accounting firm pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and any golden parachute payments not previously approved.

In particular, in this Annual Report, we have provided only two years of audited financial statements for 2020 and 2019 and have not included all of the executive compensation-related information that would be required if we were not an emerging growth company.

Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock.

In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards.

This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies.

For as long as we are an emerging growth company, unlike other public companies that are not emerging growth companies under the JOBS Act, we are not required to:

· provide an auditor's attestation report on management's assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act");

· provide more than two years of audited financial statements and related management's discussion and analysis of financial condition and results of operations nor more than two years of selected financial data;

· comply with any new requirements adopted by the Public Company Accounting Oversight Board (the "PCAOB") requiring and in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer;

· provide certain disclosure regarding executive compensation required of larger public companies or hold shareholder advisory votes on executive compensation required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act");

· obtain shareholder approval of any golden parachute payments not previously approved.

We will cease to be an emerging growth company upon the earliest of:

· ·the last day of the fiscal year in which we have $1.0 billion or more in annual revenues;

· ·the date on which we become a "large accelerated filer"

(the fiscal year-end on which the total market value of our common equity securities held by non-affiliates is $700 million or more as of June 30);

· ·the date on which we issue more than $1.0 billion of non-convertible debt over a three-year period;

· ·the last day of the fiscal year following the fifth anniversary of our initial public offering of securities, which initial public offering of securities was declared effective on August 12, 2019, by the Commission.

Barrister History .

Barrister’s principal executive offices are located at 404 Short 7th Avenue, Laurel, Mississippi 39440.

Barrister’s telephone number is (601) 426-0056.

Barrister was organized under the laws of the State of Mississippi on June 13, 2014.

Operations Management .

Barrister engages independent contractors or vendors to provide any services or functions.

Prior to its acquisition by Cojax, Barrister was managed by its members.

Currently, Mr.

Jeffrey Delancey is taking the lead on the part-time management of Barrister.

Delancey has over twenty-nine years of direct oilfield operating experience.

Delancey has extensive experience with operations and administration in an independent oil and gas production company.

Delancey relies on contract operators to provide experienced personnel to handle all essential crude oil production on a day to day basis for Barrister.

As of the date of this Annual Report, COP manages Barrister’s drilling operations.

Due to the limited oil production, Barrister believes that the management of operations by a contractor is the most efficient approach to conduct of operations.

With any future increase in oil production, Barrister will have to engage additional personnel for operations if COP cannot manage increased drilling operations.

Barrister markets its crude oil production, whether current or future, on a month to month basis, through established networks of contacts.

Due to limited oil production, Barrister’s marketing effort is limited in scope.

If production of oil increases from the Barrister Oil Rights, CoJax-Barrister will have to expand the marketing efforts of Barrister by engaging a person or firm to seek out new customers for the oil production in case the current customer base of Barrister is unable or unwilling to purchase increased oil production.

Our Growth Strategy

Our teaming approach is also designed to facilitate rapid growth by bringing necessary expertise into operations from available contractors.

Our ability to realize profitability from oil production depends on the success of deep drill wells, engaging necessary operations expertise, and market price for crude oil

remaining at attractive per-barrel levels, which we believe is $60 or more per barrel.

If we have adequate funding and/or sufficient cash flow, then we may seek to drill for oil in other assignee or leasehold interests or, alternatively, in oil and gas assignee or leasehold interests or properties owned by our potential affiliates or teaming partners.

Through established networks of contacts, the Company markets its crude oil production, whether current or future, on a month-to-month basis.

If the production of oil increases from the Barrister Oil Rights, the Company will have to expand the marketing efforts by engaging a person or firm to seek out new customers for the oil production in case the current customer base is unable or unwilling to purchase increased oil production.

The cost means and extent of any enhanced future marketing effort will depend on the amount of increased oil production, the then-current market for oil, and, the potential customer base for the oil production.

If the existing customer base will not purchase increased oil production, then the engagement of a dedicated marketing person who engages in direct marketing, by telephone and internet, of potential customers for oil production may be required for sale of any future increase of oil production.

A dedicated marketing person would entail an estimated $60,000 to $100,000 a year in compensation and benefits costs plus a possible commission or incentive compensation based on performance and an additional $10,000 to $20,000 in related annual administrative and overhead costs (consisting of computer system, telecommunication costs, marketing materials and possible travel).

Description of Barrister Oil Properties and Oil Production Operations .

The Company currently has a leased land package of approximately 700 acres in Southwest Alabama, in one contiguous land package.

It also has two producing wells, a saltwater disposal well, a three-mile gas transmission line along with gathering systems, and storage tanks for approximately 1,500 barrels.

Barrister Weaknesses .

Barrister is undercapitalized to properly exploit its existing oil properties or acquire new oil and gas properties for exploitation.

Barrister acquired its oil properties in June 2019 and has not expanded the production, acquired new oil properties, or improved operations.

Barrister has insufficient cash flow or funding to grow its core business operations.

As such, Barrister is not an active competitor or commercial presence even among local, small independent oil producers.

Additional funding will be required to not only increase oil production but also to enhance distribution and marketing efforts.

Barrister Strengths .

Barrister has highly experienced principals who have significant prior experience in oil and gas production in the Gulf States Drilling Region.

Through the owners’ relationships, Barrister also has access to many experienced oil and gas engineers, drilling personnel, and other professionals engaged in the oil and gas drilling and production business in the Gulf States Drilling Region – all of whom can be engaged as contractors, consultants or possibly employees, subject to increased oil production and working capital.

The experience of the former owners of Barrister will be relied upon by CoJax management in the initial phases of implementing the business plan.

If oil drilling and production substantially increases, and contractors like COP could not handle the additional work load from increased drilling and production, CoJax would engage one or more experienced oil and gas industry operations managers to supplement the operations contractors and the part time input and efforts from the Barrister principals.

The additional personnel could be employees or contractors.

If oil drilling and production increases substantially, CoJax would engage one or more full-time, experienced oil and gas operations executives to establish an in-house expertise and full-time oversight over operations, even if contractors performed the daily management of operations.

Competitors of Barrister .

The Company is undercapitalized to properly exploit the existing oil properties or acquire new oil and gas properties for exploitation.

These oil properties were acquired by Barrister in June 2019, and since that time, the Company has not expanded the production, acquired new oil properties, or improved operations.

The Company has insufficient cash flow or funding to grow its core business operations.

As such, the Company is not an active competitor or commercial presence even among local, small independent oil producers.

There are many large, medium, and small-sized competitors in the Gulf States Drilling Region (including off-shore drilling in the Gulf of Mexico) and adjacent areas which have extensive operational histories, experienced oil and gas industry management, established market share, profitable operations, and extensive potential oil and gas fields or leases to exploit and the cash or funding resources to explore new oil and gas fields as well as fully exploit existing oil fields.

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Barrister’s current oil production is not sufficient to concern or attract the attention of competitors, which allows Barrister to operate as a small provider of oil without competitive pressures.

If Barrister significantly increases oil production, then Barrister will face increasing competition from other small independent oil producers selling limited amounts of oil.

Any increase in competitive pressures will require investment in a full-time marketing effort by Barrister.

If we significantly increase oil production, we will face increasing competition from other small independent oil producers selling limited amounts of oil.

Any increase in competitive pressures will require investment in a full-time marketing effort by the Company.

Barrister Oil Rights

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The Company currently leases a land package of approximately 700 acres in Southwest Alabama, in one contiguous land package.

two producing wells, a saltwater disposal well, a three-mile gas transmission line along with gathering systems, and storage tanks for approximately 1,500 barrels.

Reserve Value .

Barrister has a “Certified SEC Reserves Analysis and Valuation Study and Report” that states it has a PV-10 net Reserve Value of approximately $33.975 million.

The certified SEC reserve report, prepared by NOVA Resource Incorporated, dated November 2, 2020, being filed as Exhibit 99.1 to this Annual Report.

The report includes assumptions of PADD3 Gulf Coast Pricing of $45.66 per barrel of Light Louisiana Sweet, and for Proved Un-Developed reserves of five additional wells that remain to be drilled on the existing acreage.

It also has two producing wells, one saltwater disposal well, a three-mile gas transmission line along with gathering systems, and storage tanks for approximately 1,500 barrels.

As shown in the tables below, production has virtually stopped, and the existing operations are at a maintenance level.

The Company will not be able to increase production until sufficient financial resources are obtained.

Additionally, the Company may need to write down the Barrister oil rights if production cannot be resumed.

Energy Production in Alabama .

The State of Alabama is located in the Southeastern United States alongside the Gulf of Mexico and has been producing petroleum since 1940s.

While the peak of oil production in Alabama was in the 1980s, according to the U.S.

The State of Alabama is located in the Southeastern United States alongside the Gulf of Mexico and has been producing petroleum since the 1940s.

The peak of oil production in Alabama was in the 1980s, according to the U.S.

Department of Energy’s Energy Information Administration.

As of 2020, Alabama was ranked 20th among the states in production of oil and natural gas combined, and is producing oil at an annual rate of 3.2 millions of barrels of oil (based on 9,000 barrels a day as of June 2020).

Alabama's major oil and gas-producing regions are located in the western and southwestern part of the state.

As of 2021, Alabama was ranked 20th among the states in the production of oil and natural gas combined and is producing oil at an annual rate of 3.2 million barrels of oil (based on 9,000 barrels a day as of June 2021).

Alabama's major oil and gas-producing regions are in the western and southwestern parts of the state.

The Smackover Trend .

The Smackover trend is a belt of carbonate, evaporite, and clastic rocks of Late Jurassic age that rims the Gulf Coast of the United States from Texas, up to Arkansas, throughout Louisiana, Mississippi, Southwest Alabama, and all the way to the Florida panhandle.

Stratigraphic and geochemical data indicate that the oil and gas were generated from algal-rich lime mudstones.

The Smackover trend is a belt of carbonate, evaporite, and clastic rocks of the Late Jurassic age that rims the Gulf Coast of the United States from Texas, up to Arkansas, throughout Louisiana, Mississippi, Southwest Alabama, and all the way to the Florida panhandle.

Stratigraphic and geochemical data indicate that the oil and gas were generated from algae-rich lime mudstones.

It was named after the Smackover oil field, which was discovered in Union County, Arkansas, in 1937.

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Currently, two of these three wells are in production, and one well is used as a saltwater disposal well.

We own approximately 95% working interest with a 79% net revenue interest as of June 1, 2019, the acquisition date for Barrister.

Since November 17, 2020, the date of the Acquisition, we own approximately 95% working interest with a 79% net revenue interest.

The two producers are Nall 16-3 #1 and the Nettles 9-12 #1.

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** Current production and historical production prior to the acquisition of rights by CoJax and post-acquisition.

Disclosure of Reserves:

Summary of Oil and Gas Reserves at December 31, 2020.

The table below summarizes the oil-equivalent proved reserves in each geographic area and by product type for consolidated subsidiaries.

The Company has reported proved reserves based on the average of the first day-of-the-month price for each month during the last 12-month period.

Gas is converted to an oil-equivalent basis at six million cubic feet per one thousand barrels .

No significant discovery or other favorable or adverse event has occurred since December 31, 2020, that would cause a substantial change in the estimated proved reserves as of that date.

Oil-Equivalent

Proved Reserves

Consolidated Subsidiaries

United States

Total Consolidated

Consolidated Subsidiaries

United States

Total Consolidated

Total Proved Reserves

Proved Undeveloped Reserves

At December 31, 2020, approximately 2,978,136 oil-equivalent barrels (“OEB”) of Barrister Oil Rights are proved reserves were classified as proved undeveloped.

This classification represents 95 percent of the 3,105,656 OEB reported in proved reserves.

Oil and Gas Production, Production Prices and Production Costs

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The volumes of natural gas used in the calculation are the production volumes of natural gas available for sale and are also shown.

The natural gas available for sale volumes may be different from those shown in the reserves table in the “Oil and Gas Reserves” part of the “Supplemental Information on Oil and Gas Exploration and Production Activities” portion of the Financial Sections of this report due to volumes consumed or flared.

Gas is converted to an oil-equivalent basis at six million cubic feet per one thousand barrels .

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Separate acreage data for oil and gas are not maintained because, in many instances, both are produced from the same acreage.

Barrister’s investment in developed and undeveloped acreage is comprised of numerous leases.

The List of Leases is included as Exhibit 99.2 to this Annual Report and is filed herewith.

The terms and conditions under which Barrister maintains exploration and production rights to the acreage are property-specific, contractually defined, and vary significantly from property to property.

Our investment in developed and undeveloped acreage is comprised of numerous leases.

The List of Leases is included as Exhibit 99.2 to this Annual Report.

The terms and conditions under which the Company maintains exploration and production rights to the acreage are property-specific, contractually defined, and vary significantly from property to property.

Work programs are designed to ensure that the exploration potential of any property is thoroughly evaluated before expiration.

In some instances, Barrister may elect to relinquish acreage in advance of the contractual expiration date if the evaluation process is complete, and there is not a business basis for the extension.

In cases where additional time may be required to evaluate acreage fully, Barrister has generally been successful in

obtaining extensions.

The scheduled expiration of leases and concessions for undeveloped acreage over the next three years is not expected to have a material adverse impact on Barrister.

In some instances, we may elect to relinquish acreage in advance of the contractual expiration date if the evaluation process is complete, and there is not a business basis for the extension.

In cases where additional time may be required to evaluate acreage fully, the Company has generally been successful in obtaining extensions.

The scheduled expiration of leases and concessions for undeveloped acreage over the next three years is not expected to have a material adverse effect on the Company.

Government Regulation

Oil and natural gas operations such as ours are subject to various types of legislation, regulation, and other legal requirements enacted by governmental authorities.

This legislation and regulation affecting the oil and natural gas industry is under constant review for amendment or expansion.

This legislation and regulation affecting the oil and natural gas industry are under constant review for amendment or expansion.

Some of these requirements carry substantial penalties for failure to comply.

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Federal, state, and local statutes and regulations require permits for drilling operations, drilling bonds, and reports concerning operations.

The trend in oil and natural gas regulation has been to increase regulatory restrictions and limitations on such activities.

The trend in oil and natural gas

regulation has been to increase regulatory restrictions and limitations on such activities.

Any changes in, or more stringent enforcement of, these laws and regulations may result in delays or restrictions in permitting or development of projects or more stringent or costly construction, drilling, water management or completion activities or waste handling, storage, transport, remediation, or disposal emission or discharge requirements which could have a material adverse effect on the Company.

For example, on January 20, 2021, the Biden Administration placed a 60-day moratorium on new oil and gas leasing and drilling permits on federal land, and on January 27, 2021, the Department of Interior acting pursuant to a Presidential Executive Order suspended the federal oil and gas leasing program indefinitely.

The Biden Administration has also announced that it intends to review the Trump Administration’s 2017 repeal of the 2015 rule regulating hydraulic fracturing activities in federal land under the Presidential Executive Order on Protecting Public Health and the Environment and Restoring Science to Tackle the Climate Crisis.

President Biden also announced that his administration would continue to pause all offshore and onshore leasing pending a full review of the federal leasing and permitting program.

In response to a challenge filed by Louisiana and other states, a federal court in the Western District of Louisiana issued a preliminary injunction blocking the Biden administration’s leasing moratorium.

The Biden administration appealed this decision but has continued to hold lease sales pending appeal.

While we do not have a significant federal lands acreage position at 240 net acres, these actions could have a material adverse effect on the Company and our industry.

Currently, all of our properties and operations are in Alabama, which has regulations governing conservation matters, such as the unitization or pooling of oil and natural gas properties, the establishment of maximum allowable rates of production from oil and natural gas wells, the regulation of well spacing, and plugging and abandonment of wells.

Currently, all our properties and operations are in Alabama, which has regulations governing conservation matters, such as the unitization or pooling of oil and natural gas properties, the establishment of maximum allowable rates of production from oil and natural gas wells, the regulation of well spacing, and plugging and abandonment of wells.

The effect of these regulations is to limit the amount of oil and natural gas that we can produce from our wells and to limit the number of wells or the locations at which we can drill, although we can apply for exceptions to such regulations or to have reductions in well spacing.

Moreover, both Alabama imposes a production or severance tax with respect to the production and sale of oil, natural gas and natural gas liquids within their jurisdictions.

Moreover, Alabama imposes a production or severance tax with respect to the production and sale of oil, natural gas, and natural gas liquids within their jurisdictions.

The failure to comply with these rules and regulations can result in substantial penalties.

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Market Opportunity

from other regions of the U.S.

and Canada, especially the “dirty” crude oil extracted from North Dakota and Western Canada oil fields using shale fracking.

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Our Key Competitive Strengths

The day-to-day operations of the oil drilling and production from our lease assets n the Gulf States Drill Region will be handled by independent contract operators with experience in conducting oil drilling and operations in the Region.

The day-to-day operations of the oil drilling and production from our lease assets in the Gulf States Drill Region will be handled by independent contract operators with experience in conducting oil drilling and operations in the Region.

These contractors will handle all operational aspects of oil drilling, storage and production.

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With adequate funding, the Company intends to employ this teaming model strategy to help attract and retain experienced oil industry engineering and production personnel to identify drill sites and then efficiently operate those wells to produce oil at an above average industry rate of efficiency in the Gulf States region.

Our Growth Strategy

Our teaming approach is also designed to facilitate rapid growth by bringing necessary expertise into operations from available contractors.

Our ability to realize profitability from oil production depends on success of deep drill wells, engaging necessary operations expertise and market price for crude oil remaining at attractive per-barrel levels, which we believe is $50 or more per barrel.

Principal Executive Offices

Our principal executive offices is located at 3033 Wilson Boulevard, Suite E-605, Arlington, Virginia 22201, in Arlington County outside of Washington, D.C., and our telephone number is (703) 216-8606.

Our principal executive office is located at 3033 Wilson Boulevard, Suite E-605, Arlington, Virginia 22201, in Arlington County outside of Washington, D.C., and our telephone number is (703) 479-8538.

We rent our principal executive offices under a month-to-month lease and for a monthly rental of $50.

Barrister’s local office is located at 404 Short 7 th Avenue, Laurel, Mississippi 39440.

Barrister has an agreement for use of office space on an as needed basis at no cost provided by Andrew Cardwell, a shareholder of CoJax.

The premises are suitable and adequate for Barrister’s current operations.

Barrister does not own any real property.

The Company website is www.cojaxoilandgas.com.

We have two full-time employees:

Guzy, our Chief Executive Officer and our sole Director, and Wm.

Guzy, our Chief Executive Officer, and a director, and Wm.

Barrett Wellman, our Chief Financial Officer.

The officers devote the number of hours necessary to perform their duties, which each officer in his sole discretion determines extent of the time commitment.

The officers devote the number of hours necessary to perform their duties, which each officer in his sole discretion determines the extent of the time commitment.

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 1. Business