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Item 9A. Controls and Procedures

2022-06-14 compared with 2021-05-14 · 56 added, 37 removed, 335 unchanged (22% of the section changed)

40 unchanged sentences

Chief Financial Officer

Our directors hold office until the next annual meeting of shareholders of the Company and until their successors have been elected and qualified.

William Allan Bradley

Our directors hold office until the next annual meeting of stockholders of the Company and until their successors have been elected and qualified.

Our officers are elected by the Board and serve at the discretion of the Board.

9 unchanged sentences

(OTC Trading Symbol:

CAPC), Since 2020, he also serves as an independent director of Brownies Marine Group, Inc.

CAPC), Since 2020, he has also served as an independent director of Brownies Marine Group, Inc.

(OTC Trading Symbol:

7 unchanged sentences

Since 2006, Mr.

Wellman has maintained a business and financial consulting business in Arlington, Virginia.

Wellman has maintained a financial consulting business in Arlington, Virginia.

He has an MBA from Marshall University and a B.S.

in Accounting from the University of Charleston.

Bradley, age 56, has served as our director since March 7, 2022.

Bradley has over fifteen years of leadership, business consulting, financial, and management experience for publicly traded and private companies.

Since June 2011, Mr.

Bradley served as M&A/Business Consulting Managing Director and Chief Financial Officer at Global Advisors Inc.

where he provided business consulting services,

reviewed client’s financial positions and managed relationships, conducted financial reviews, including the PCAOB or IFRS audit process, and provided his consulting business advice on restructuring and potential mergers and acquisitions.

Since September 2018 he has served as the Chairman of the Board of Magagram Social Media Inc., a Toronto-based private company, from December 2006 to June 2011 as Chief Executive Officer of Ocean to Ocean Inc., and from January 2002 until November 2006, as Vice President of Gourmet Foods International.

Bradley graduated from York University in 1998 in Finance and Economics and received his undergraduate degree with honors in 1991 in Business Finance from Sandford College.

Significant Employee

2 unchanged sentences

For the last seventeen years, Mr.

participates as a working interest owner in various oil and gas projects throughout the southeast giving him knowledge and expertise in the investment aspects of the oil and gas business.

Delancey participates as a working interest owner in various oil and gas projects throughout the southeast giving him knowledge and expertise in the investment aspects of the oil and gas business.

Board Committees

3 unchanged sentences

Code of Ethics

We have adopted a Code of Business Conduct and Ethics that applies to our principal executive, financial and accounting officers (or persons performing similar functions) and a copy of such Code is filed as Exhibit 14.1 to this Annual Report.

We have adopted a Code of Business Conduct and Ethics that applies to our principal executive, financial and accounting officers (or persons performing similar functions).

Involvement in Certain Legal Proceedings

4 unchanged sentences

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 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.

51 unchanged sentences

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

Within the scope of the authority of his pursuant to the employment agreement and the fullest extent provided under the CoJax Bylaws, the CoJax Amended and Restated Articles of Incorporation and the Virginia Stock Corporation Act, except that Mr.

Within the scope of the authority of his pursuant to the employment agreement and the fullest extent provided under the CoJax

Bylaws, the CoJax Amended and Restated Articles of Incorporation and the Virginia Stock Corporation Act, except that Mr.

Guzy must have in good faith believed that such action was in, or not opposed to, the best interests of CoJax, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such conduct was unlawful.

5 unchanged sentences

(1) the term of the employment agreement is 3 years;

(2) a base annual salary of $100,000 payable semi-annually 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 time of conversion by Mr.

(2) a base annual salary of $100,000 payable 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 time of conversion by Mr.

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

23 unchanged sentences

Wellman must have in good faith believed that such action was in, or not opposed to, the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such conduct was unlawful.

Wellman must have in good faith believed that such action was in, or not opposed to, the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable

cause to believe that such conduct was unlawful.

No indemnification barred by regulations or policies of the SEC or in clear violation of public policy will be permitted under the employment agreement.

Director Compensation

Our sole director did not receive any compensation for his role as a director for the year ended December 31, 2020.

Jeffrey Guzy did not receive any compensation for his role as a director for the year ended December 31, 2021.

Employee Benefit Plans

1 unchanged sentence

2018 Equity Incentive Plan

CoJax’s Board of Directors and stockholder 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 stockholder on January 2, 2018.

CoJax’s 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.

No options or other incentive compensation has been granted as of the date of this prospectus.

No options or other incentive compensation has been granted as of the date of this Annual Report.

The following is a summary of the 2018 Plan:

44 unchanged sentences

Restricted Stock Unit Awards.

Restricted stock unit awards evidenced by restricted stock unit award agreements adopted by the plan administrator.

Restricted stock unit awards are evidenced by restricted stock unit award agreements adopted by the plan administrator.

Restricted stock unit awards may be granted in consideration for any form of legal consideration or no consideration.

18 unchanged sentences

The plan administrator determines the performance goals.

The performance goals may be based on company-wide performance or performance of one or more business units, divisions, affiliates, or business segments.

The performance goals may be based on company-wide performance or performance of one or more business

units, divisions, affiliates, or business segments.

They may be either absolute or relative to the performance of one or more comparable companies or the performance of one or more relevant indices.

3 unchanged sentences

Changes to Capital Structure.

In the event that there is a specified type of change in our capital structure, such as a stock split or recapitalization, appropriate adjustments will be made to (1) the class and maximum number of shares reserved for issuance under our 2018 Plan, (2) the class and maximum number of shares by which the share reserve may increase each year automatically, (3) the class and

maximum number of shares that may be issued upon the exercise of incentive stock options and (4) the class and number of shares and exercise price, strike price or purchase price, if applicable, of all outstanding stock awards.

In the event that there is a specified type of change in our capital structure, such as a stock split or recapitalization, appropriate adjustments will be made to (1) the class and a maximum number of shares reserved for issuance under our 2018 Plan, (2) the class and a maximum number of shares by which the share reserve may increase each year automatically, (3) the class and a maximum number of shares that may be issued upon the exercise of incentive stock options and (4) the class and number of shares and exercise price, strike price or purchase price, if applicable, of all outstanding stock awards.

Change in Control.

7 unchanged sentences

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

The following table lists, as of May 13, 2021, 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;

The following table lists, as of June 13, 2022, 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.

1 unchanged sentence

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.

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 4,096,751 shares of common stock issued and outstanding as of May 13, 2021.

The percentages below are calculated based on 5,992,131 shares of common stock issued and outstanding as of June 13, 2022.

Name of Beneficial Owner

Executive Officers and Directors:

Barret Wellman (2)

Barrett Wellman (2)

William Allan Bradley

Total (3 persons)

Roger Allums McLeod

Jeffrety Wayne Delancy (3)

Lamar Resources, LLC (4)

Sandstone Group Corp

Rosswood Capital LLC (3)

Jeffrey Wayne Delancy

(1) Does not include 32,500 shares of Series A Convertible Preferred Stock.

2 unchanged sentences

Each share of the Series A Convertible Preferred Stock is convertible at the option of the holder thereof to ten (10) shares of common stock.

(3) Jeffrey Delancey was Chief Executive Officer and a Director of CoJax from May 18, 2019 until January 21, 2020.

Delancey voluntarily resigned to pursue other interests.

(4) Lamar Resources, LLC, is owned by Marty Rutland.

(3) Rosswood Capital LLC acquired these shares pursuant to a gift transfer from Central Operating, LLC.

Central Operating, LLC was the Lender of the Assumed Debt and acquired these shares pursuant to the Debt Exchange Agreement, dated November 16, 2021.

Changes in Control Agreements.

1 unchanged sentence

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

In addition to the executive officer compensation arrangements discussed in “Executive Compensation,” below we describe transactions since incorporation, to which we have been a participant, in which the amount involved in the transaction is material to our Company and in which any of the following is a party:

In addition to the executive officer compensation arrangements discussed in “Executive Compensation,” below we describe transactions since incorporation, in which we have been a participant, in which the amount involved in the transaction is material 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;

5 unchanged sentences

Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval, or ratification of transactions, such as those described above, with our executive officer(s), Director(s), and significant stockholders.

We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional Directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors,

or an appropriate committee thereof.

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

Legal Proceedings

We know of no material, active, pending or threatened proceeding against us or our subsidiaries, nor are we, or any subsidiary, involved as a plaintiff or defendant in any material proceeding or pending litigation.

We know of no material, active, pending, or threatened to proceed against us or our subsidiaries, nor are we, or any subsidiary, involved as a plaintiff or defendant in any material proceeding or pending litigation.

PRINCIPAL ACCOUNTING FEES AND SERVICES

10 unchanged sentences

· 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.

· 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.

We do not have an audit committee.

5 unchanged sentences

Amended and Restated Articles of Incorporation of CoJax Oil and Gas Corporation (incorporated by reference to Exhibit 3.1.1 to the Form S-1 Registration Statement filed with the Commission on July 26, 2019)

Amendment to Amended and Restated Articles of Incorporation of CoJax Oil and Gas Corporation (incorporated by reference to Exhibit 3.1.2 to the Form S-1 Registration Statement filed with the Commission on September 25, 2020)

Amendment to Amended and Restated Articles of Incorporation of CoJax Oil and Gas Corporation with the Designation of Series A Convertible Preferred Stock, $0.01 par value per share, dated January 23, 2020 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Commission on January 31, 2020)

Amendment to Amended and Restated Articles of Incorporation of CoJax Oil and Gas Corporation dated June 12, 2020 (incorporated by reference to Exhibit 3.1.2 to the Form S-1 Registration Statement filed with the Commission on September 25, 2020)

By-Laws (incorporated by reference to Exhibit 3.2 to the Form S-1 Registration Statement filed with the Commission on July 26, 2019)

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

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

3 unchanged sentences

2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to the Form S-1 Registration Statement filed with the Commission on July 26, 2019)

Purchase and Sale Agreement dated June 1, 2019 between Barrister Energy, LLC and Central Operating, LLC (incorporated by reference to Exhibit 2.2 to the Form 8-K filed with the Commission on June 22, 2020)

Investment Banking/Corp Advisory Agreement by Newbridge Securities Corporation and CoJax Oil and Gas Corporation, dated March 14, 2019 (incorporated by reference to Exhibit 10.7 to the Form S-1 Registration Statement filed with the Commission on July 26, 2019)

1 unchanged sentence

Barrett Wellman, dated March 16, 2020 (incorporated by reference to Exhibit 10.1 to Form 8-K filed with Commission on March 23, 2020)

Promissory Note, dated June 1, 2019, issued by Barrister Energy, LLC pursuant to the Purchase and Sale Agreement dated June 1, 2019 with Central Operating, LLC LLC (incorporated by reference to Exhibit 2.3 to the Form 8-K filed with the Commission on June 22, 2020)

Assignment and Assumption of Promissory Note, dated June 16, 2020, by CoJax Oil and Gas Corporation and Barrister Energy, LLC (incorporated by reference to Exhibit 2.4 to the Form 8-K filed with the Commission on June 22, 2020)

Debt Exchange Agreement, dated November 16, 2021, by and between the Company and Central Operating, LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Commission on November 19, 2021)

Restricted Stock Grant Agreement dated January 4, 2021, by CoJax Oil and Gas Corporation and Jeffrey Guzy (incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Commission on January 7, 2021)

1 unchanged sentence

Barrett Wellman (incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the Commission on January 7, 2021)

Restricted Stock Grant Agreement dated January 4, 2022, by CoJax Oil and Gas Corporation and Jeffrey Guzy (incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Commission on January 4, 2022)

Restricted Stock Grant Agreement dated January 4, 2022, by CoJax Oil and Gas Corporation and Wm.

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

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

Subsidiaries of CoJax Oil and Gas Corporation (incorporated by reference to Exhibit 21.1 to the Amendment No.

4 to Form S-1 Registration Statement filed with the Commission on September 14, 2021)

Certification of Jeffrey J.

6 unchanged sentences

Barrett Wellman, Chief Financial Officer of CoJax Oil and Gas Corporation, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Barrister Central Certified SEC Reserves Analysis and Valuation Study and Report

Barrister Energy, LLC Oil Leases

Barrister Energy, LLC Oil Leases (incorporated by reference to Exhibit 99.2 to the Company’s Annual Report on Form 10-K, filed with the Commission on May 14, 2021)

* Filed Herewith

FORM 10–K SUMMARY

4 unchanged sentences

(Principal Executive Officer)

June 13, 2022

Barrett Wellman

2 unchanged sentences

(Principal Financial and Accounting Officer)

June 13, 2022

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

2 unchanged sentences

(Principal Executive Officer)

June 13, 2022

Barrett Wellman

3 unchanged sentences

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