CoJax Oil & Gas Corp (CJAX) 10-K/A, filed Jun 19, 2020

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment Number One

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the fiscal year ended December 31, 2019

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

ACT OF 1934

For the transition period from _____________ to _____________.

Commission File Number: 333-232845

CoJax Oil and Gas Corporation

(Exact name of Registrant as specified in its charter)

Virginia	1311	46-1892622
(State or other jurisdiction of<br><br><br>incorporation or organization)	(Primary Standard Industrial<br><br><br>Classification Code Number)	(I.R.S. Identification No.)

Jeffrey J. Guzy, Executive Chairman

3033 Wilson Boulevard, Suite E-605

Arlington, Virginia 22201

(Address of principal executive offices)

(703) 216-8606

(Registrant's telephone number, including area code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

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

None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [X] No [ ]

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

Yes [_] No [_]

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes [ ] No [X]

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[ ] (Do not check if a smaller reporting company)	Smaller reporting company	[X]
Emerging growth company	[X]

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

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

Yes [ ] No [X]

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the average bid and asked price of such common equity as of December 31, 2019, the last day of the Company's fiscal year, was $0.00.

The number of shares of the issuer's common stock issued and outstanding as of December 31, 2019, was one share.

EXPLANATORY NOTE

CoJax Oil and Gas Corporation, a Virginia corporation, (the "Company") is filing this Amendment No. 1 on Form 10-K/A (the "Amendment") to its Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the "Original 10-K") filed with the Securities and Exchange Commission (the "S.E.C.") on March 30, 2020, to (1) add the tabular information on securities registered under Section 12(b) of the Securities Exchange Act of 1934, as amended, ("Exchange Act"); (2) Item 15 and exhibits of the Original 10-K is being amended to include as an Exhibit 4.6 describing the Company's common stock; (3) amend Item 1A Risk Factors to amend one risk factor to reflect lack of directors and officers insurance coverage; (4) amend Item 10 Directors, Executive Officers, and Corporate Governance to add a disclosure on directors and officers insurance; and (5) amend Item 11. Executive Compensation to add additional information about employment agreements and changes in management. No other sections of the Original 10-K are reproduced below. No other changes have been made to the Original 10-K other than as described above. This Amendment does not reflect subsequent events occurring after the original filing date of the Original 10-K or modify or update in any way disclosures made in the Original 10-K. Among other things, forward-looking statements made in the Original 10-K have not been revised to reflect events that occurred or facts that became known to us after the filing of the Original 10-K, and such forward-looking statements should be read in their historical context. Accordingly, this Amendment should be read in conjunction with the Original 10-K, and our filings with the S.E.C. made subsequent to the filing of the Original 10-K on March 30, 2020. Item 1A. Risk Factors

Drilling for and producing crude oil are high-risk activities with many uncertainties that could adversely affect our business, financial condition, or results of operations.

Our proposed drilling and operating activities will be subject to many risks, including the risk that we will not discover commercially productive reservoirs. Drilling for crude oil can be unprofitable, not only from dry holes but from productive wells that do not produce sufficient revenues to return a profit. In addition, our drilling and producing operations may be curtailed, delayed, or canceled as a result of other factors, including:

·unusual or unexpected geological formations and miscalculations;

·fires;

·explosions and blowouts;

·pipe or cement failures;

·environmental hazards, such as natural gas leaks, oil spills, pipeline, and tank ruptures, encountering naturally occurring radioactive materials, and unauthorized discharges of toxic gases, brine, well stimulation, and completion fluids, or other pollutants into the surface and subsurface environment;

·loss of drilling fluid circulation;

·title problems for the properties on which we drill and resulting restrictions or termination of a lease for oil drilling and production operations;

·facility or equipment malfunctions;

·unexpected operational events, especially the need to drill significantly deeper than originally contemplated or finding, despite an engineering study to the contrary, that the drilling site is a dry hole that produces no appreciable amounts of crude oil or no crude oil;

·shortages of skilled personnel or unexpected loss of key drilling and production workers;

·shortages or delivery delays of equipment and services or of water used in hydraulic fracturing activities;

·compliance with environmental and other regulatory requirements and any unexpected remedial requirements for violations of environmental or other regulatory requirements;

·shareholder activism and activities by non-governmental organizations to restrict the exploration, development, and production of oil and natural gas so as to minimize emissions of greenhouse gases of "GHG's";

·natural disasters; and

·adverse weather conditions.

Any of these risks can cause substantial losses, including personal injury or loss of life, severe damage to or destruction of property, natural resources and equipment, pollution, environmental contamination, clean-up responsibilities, loss of wells, repairs to resume operations, and regulatory fines or penalties.

Insurance against all operational risks may not be available to us or not affordable for us. Additionally, we may elect not to obtain insurance if we believe that the cost of available insurance is excessive relative to the perceived risks presented. The occurrence of an event that is not covered in full or in part by insurance could have a material adverse impact on our business activities, financial condition, and results of operations. We only have standard business liability and casualty insurance as of the date of this filing. Our Company has not obtained or maintained directors' and officers' insurance coverage, but we intend to obtain the coverage when and if properly funded or have sufficient cash flow from operations. We will not pay for or require and cannot afford insurance covering drilling, production, and storage of oil and establishing oil rigs until we receive sufficient funding.

Item 10. Directors, Executive Officers, and Corporate Governance

Directors and Officers

All directors of our Company hold office until the next annual meeting of the stockholders or until their successors are elected and qualified. The officers of our Company are appointed by our Board of Directors and hold office until their earlier death, retirement, resignation, or removal.

As of December 31, 2019, the Company officers were Jeffrey Delancey, Chief Executive Officer and a director, and Jeffrey Guzy, Interim Chief Financial Officer and Chairman of the Board of Directors.

On January 21, 2020, the Board of Directors (the "Board") of CoJax Oil and Gas Corporation, a Virginia corporation, ("Company") received and accepted the formal resignation of Jeffrey Delancey from his positions as a director and the Chief Executive Officer of the Company, effective as of January 21, 2020. Mr. Delancey's resignation was not due to any disagreement with Company or its Board or management on any matter relating to Company's operations, policies, practices, or otherwise.

With the resignation of Mr. Delancey, Mr. Jeffrey Guzy was the sole director of the Company. On January 22, 2020, Mr. Jeffrey Guzy, as the sole director and sole Common Stock shareholder of the Company, appointed himself as the new Chief Executive Officer of the Company.

On March 16, 2020, CoJax Oil and Gas Corporation, a Virginia corporation ("Company") appointed Wm. Barrett Wellman as the Company's Chief Financial Officer.

Our directors and executive officers, their ages, positions held, and duration each person has held that position, are as follows:

Name	Position Held with the Company	Age	Date First Appointed
Jeffrey J. Guzy	Chairman, President, Chief Executive Officer, Chief Financial Officer, and Director	68	November 13, 2017
Wm.Barrett Wellman (1)	Chief Financial Officer	72	March 16, 2020

(1). Mr. Wellman was appointed as Chief Financial Officer on March 16, 2020. Prior to Mr. Wellman's appointment, Mr. Jeffrey Guzy handled financial and accounting duties for the Chief Financial Officer.

Former Directors and Officers. Mr. Jeffrey Delancey retired as a Director of the Company and will not be replaced on the Board until the Company's activities increase, funding permitting.

Business Experience

The following are profiles of our director and executive officers.

JEFFREY J. GUZY: Mr. Guzy, age 68, has served as the Company's Executive Chairman of the Board of Directors since the incorporation of the Company on November 13, 2017. Since February 1, 2013, he has served as the Chief Executive Officer of Central Oil & Gas Corporation of America, a private oil and gas production company, and he has also served as a director since January 27, 2013.

Mr. Guzy also serves as an outside director of Capstone Companies, Inc. (trading symbol: CAPC), a Florida public corporation; Leatt Corporation (trading symbol: LEAT), a Nevada public corporation. Mr. Guzy served as an outside director of; YayYo, Inc., an S.E.C. reporting company, from November 2017 until November 2018. He also served, from October 2007 to August 2010 as President of Leatt Corporation.

Mr. Guzy has a background in telecommunications, information systems, investor relations, emerging growth companies, and the U.S. capital markets. He has served as an executive manager or consultant for business development, sales, customer service, and management in the telecommunications industry, specifically, with I.B.M. Corp., R.C.A. Corp., Sprint International, Bell Atlantic Video Services, Loral Cyberstar, and FaciliCom International.

Mr. Guzy has an M.B.A. in Strategic Planning and Management from The Wharton School of the University of Pennsylvania, an M.S. in Systems Engineering from the University of Pennsylvania, a B.S. in Electrical Engineering from Penn State University; and a Certificate in Theology from Georgetown University.

WM. BARRETT WELLMAN: Mr. Wellman, age 72, has served as the Company's Chief Financial Officer since March 16, 2020.

Mr. Wellman was a Founder and Vice President, Finance, and Technology for G.B.H. Telecom. He developed an interactive financial statement program, including telecommunications product pricing and breakeven analysis.

As Chief Technology Officer for Raffa & Associates, Mr. Wellman was responsible for the management of Raffa's Technology Division, including Web Applications, Custom Software Development, Management Accounting Systems, and Network Integration Departments. While a consultant to KPMG, L.L.P., Mr. Wellman, helped develop KPMG's business line of financial accounting outsourcing. He developed procedures for integration of DELTEK accounting software, established sales and marketing materials for potential clients, and negotiated a first-ever pay-by-use contract with DELTEK Systems, Inc.

He has an M.B.A. (finance) from Marshall University, and a B.S. in Business Administration, University of Charleston. Four years of service in U.S. Navy Special Warfare, Beach Jumper Unit Two, Founding member and plank holder of Naval Special Warfare Task Unit – Europe.

*Directors and Officers Insurance.*As of the date of this Form 10-K, as amended, the Company does not have directors and officers insurance because the Company has one shareholder, who is also a Company officer and director, and the expense of this coverage.

Item 11.Executive Compensation

Employment Agreements.

Jeffrey Guzy. On January 24, 2020, Jeffrey Guzy signed an employment agreement to serve as Chief Executive Officer of Company. The employment agreement provides, in part, for:

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

(2) a base annual salary of $120,000 payable semi-monthly in equal installments, but the base salary can either be paid in total when 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. Guzy;

(3) Mr. Guzy is eligible for an ad hoc performance bonus if and in an amount approved by the disinterested directors;

(4) Mr. Guzy may participate in any incentive compensation and other benefit plans to the extent that he is eligible to do so;

(5) continuation of Mr. Guzy's under Company'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);

(6) imposes confidentiality and non-recruitment of Company employees obligations on Mr. Guzy for one year after the end of employment;

(7) the employment agreement provides for the Company to terminate Mr. Guzy's employment for cause (as defined in the employment agreement) and for Mr. Guzy to terminate the employment agreement for "good reason" (as defined in the employment agreement); and

(8) If Mr. Guzy terminates the employment for good reason, then he would be entitled to: A cash payment, payable in equal installments over a six (6) month period after Mr. Guzy's termination of employment, equal to the sum of the following:

*-Base Annual Salary.Subject to the payment of the following sums subject to 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 employment agreement (the "Severance Period"); plus

-*Earned but Unpaid Amounts.*Any previously earned but unpaid salary through Mr. Guzy's final date of employment, Mr. Guzy's termination of employment.

Further, the employment agreement also provides the following indemnification to Mr. Guzy: The Company shall indemnify and save harmless Mr. Guzy for any liability incurred by reason of any act or omission performed by Mr. Guzy while acting in good faith on behalf of the Company, and within the scope of the authority of his pursuant to the employment agreement and to the fullest extent provided under the Company Bylaws, the Company Articles of Incorporation and the Stock Corporation Act of Virginia, except that Mr. Guzy 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 Securities and Exchange Commission ("S.E.C.") or in clear violation of public policy will be permitted under the employment agreement.

Barrett Wellman. The Company signed an employment agreement for Mr. Wellman's services as Chief Financial Officer on March 16, 2020. Under the employment agreement: (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 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 time of conversion by Mr. Wellman; (3) Mr. Wellman is eligible for an ad hoc performance bonus if and in an amount approved by the disinterested directors; (4) Mr. Wellman may participate in any incentive compensation and other benefit plans to the extent that he is eligible to do so; (5) continuation of Mr. Wellman's benefits under Company'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); (6) imposes confidentiality and non-recruitment of Company employees obligations on Mr. Wellman for one year after end of employment, and (7) the employment agreement provides for the Company to terminate Mr. Wellman's employment for cause (as defined in the employment agreement) and for Mr. Wellman to terminate the employment agreement for" good reason" (as defined in the employment agreement).

Mr. Wellman's unpaid base salary is deferred if unpaid at the time due.

If Mr. Wellman terminates the employment for good reason, then he would be entitled to: A cash payment, payable in equal installments over a six (6) month period after Mr. Wellman's termination of employment, equal to the sum of the following:

*-Base Annual Salary.Subject to the payment of the following sums subject to not causing the insolvency of the Company,*the equivalent of the greater of (i) twenty-four (24) months of Mr. Wellman's then-current base salary or (ii) the remainder of the term of the employment agreement (the "Severance Period"); plus

-*Earned but Unpaid Amounts.*Any previously earned but unpaid salary through Mr. Wellman's final date of employment, Mr. Wellman's termination of employment.

The employment agreement also provides the following indemnification to Mr. Wellman: 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, and within the scope of the authority of his pursuant to the employment agreement and to the fullest extent provided under the Company Bylaws, the Company Articles of Incorporation and the Stock Corporation Act of Virginia, except that Mr. 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 Securities and Exchange Commission ("S.E.C.") or in clear violation of public policy will be permitted under the employment agreement.

The above summaries of the employment agreements are qualified in their entirety by reference to the actual employment agreements.

EXECUTIVE OFFICER COMPENSATION

The following table presents our executive compensation for the years ended December 31, 2019, and 2018:

Name and Principal Position	Year	Salary	Stock Awards	Option Awards	Non-Equity Incentive Plan Compensation	All Other Compensation	Total
Jeffrey J. Guzy	2019	$-	$-	$-	$-	$-	$-
Chief Executive Officer	2018	$-	$-	$-	$-	$-	$-

No retirement, pension, profit-sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees.

The Company does not have a standing compensation committee or a committee performing similar functions. The Board of Directors handles these functions. PART IV Item 15. Exhibits and Financial Statement Schedules

We have filed the following documents as part of this Form 10-K:

Exhibit	Description of Exhibit
3.1	Articles of Incorporation of CoJax Oil and Gas Corporation (incorporated by reference to Exhibit 3.1 of the Company's Form S-1 dated August 09, 2019)
3.2	Articles of Restatement of CoJax Oil and Gas Corporation (incorporated by reference to Exhibit 3.1.1 of the Company's Form S-1 dated August 09, 2019)
3.3	Amended Articles of Incorporation of CoJax Oil and Gas Corporation (incorporated by reference to Exhibit 3.1 of the Company's Form 8-K dated January 31, 2020)
3.4	By-laws of CoJax Oil and Gas Corporation (incorporated by reference to Exhibit 3.2 of the Company's Form S-1 dated August 09, 2019)
4.1	Common Stock Specimen Certificate (incorporated by reference to Exhibit 4.1 of the Company's Form S-1 dated August 09, 2019
*4.6	Description of Common Stock of CoJax Oil and Gas Corporation
10.1	Employment Agreement dated November 1, 2017, between Jeffrey J. Guzy and CoJax Oil and Gas Corporation (incorporated by reference to Exhibit 10.2 of the Company's Form S-1 dated August 09, 2019)
10.2	Employment Agreement dated May 15, 2018, between Jeffrey Delancey and CoJax Oil and Gas Corporation (incorporated by reference to Exhibit 10.3 of the Company's Form S-1 dated August 09, 2019)
10.3	Employment Agreement dated January 24, 2020, between Jeffrey J. Guzy and CoJax Oil and Gas Corporation (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K/A dated January 27, 2020)
10.4	Employment Agreement dated March 16, 2020, between Wm. Barrett Wellman and CoJax Oil and Gas Corporation (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K dated March 23, 2020)
10.5	Founder Subscription Agreement dated November 1, 2017, between Jeffrey J. Guzy and CoJax Oil and Gas Corporation (incorporated by reference to Exhibit 10.4 of the Company's Form S-1 dated August 09, 2019)
10.6	CoJax Oil and Gas Corporation 2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 of the Company's Form S-1 dated August 09, 2019)

10.7	Escrow Agreement dated May 16, 2019, between BizLaunch Advisors, L.L.C. and CoJax Oil and Gas Corporation (incorporated by reference to Exhibit 10.6 of the Company's Form S-1 dated August 09, 2019)
10.8	Investment Banking Engagement Agreement dated March 14, 2019, between Newbridge Securities Corporation and CoJax Oil and Gas Corporation (incorporated by reference to Exhibit 10.7 of the Company's Form S-1 dated August 09, 2019)
10.9	Note Agreement 4 dated September 1, 2019, by and between CoJax Oil and Gas Corporation and Jeffrey J. Guzy (incorporated by reference to Exhibit 10.9 of the Company's Form 10-K dated March 30, 2020)
10.10	Note Agreement 5 dated November 15, 2019, by and between CoJax Oil and Gas Corporation and Jeffrey J. Guzy (incorporated by reference to Exhibit 10.10 of the Company's Form 10-K dated March 30, 2020)
10.11	Note Agreement 6 dated February 18, 2020, by and between CoJax Oil and Gas Corporation and Jeffrey J. Guzy (incorporated by reference to Exhibit 10.11 of the Company's Form 10-K dated March 30, 2020)
14	Code of Ethics of CoJax Oil and Gas Corporation (incorporated by reference to Exhibit 14 of the Company's Form S-1 dated August 09, 2019)
*31.1	Certification by Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act Rules, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2	Certification by Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act Rules, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*32.1	Certifications by Chief Executive Officer pursuant to Title 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*32.2	Certifications by Chief Financial Officer pursuant to Title 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*	Filed herewith

SIGNATURES

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

COJAX OIL AND GAS CORPORATION

(Registrant)

By: /a/Jeffrey J. Guzy

Jeffrey J. Guzy, Chief Executive Officer and President

Date: June 19, 2020

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.

SignatureTitleDate

By: /s/Jeffrey J. GuzyChief Executive Officer, President and Chairman6/19/2020

of the Board of Directors (principal executive officer)

By: /s/ Wm. Barrett WellmanChief Financial Officer6/19/2020

(principal financial officer) Exhibit 4.6. Description of Common Stock of CoJax Oil and Gas Corporation

Authorized Capital Stock. CoJax's authorized capital stock consists of 350,000,000 shares with 300,000,000 authorized shares of $0.01 par value Common Stock and 50,000,000 authorized shares of preferred serial stock ("preferred stock").

Common Stock. As of March 31, 2020, there was one (1) share of our common stock issued and outstanding.

The holders of CoJax Common Stock have equal ratable rights to dividends from funds legally available if and when declared by the CoJax Board of Directors and are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs. CoJax Common Stock does not provide the right to a preemptive, subscription or conversion rights, and there are no redemption or sinking fund provisions or rights. CoJax Common Stock stockholders are entitled to one non-cumulative vote per share on all matters on which shareholders may vote.

CoJax refers to its Amended and Restated Articles of Incorporation, By-laws, and the applicable statutes of the state of Virginia for a more complete description of the rights and liabilities of holders of our securities. All material terms of our common stock have been addressed in this section.

No Cumulative Voting, Holders of shares of CoJax Common Stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors.

Preferred Stock. As of March 31, 2020, there were no shares of any series of preferred stock issued and outstanding.

Serial preferred stock allows the CoJax Board of Directors to determine:

(1) the designation of such class or series, the number of shares to constitute such class or y series and the stated value thereof; m

(2) whether the shares of such class or series shall have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting rights, which (i) may be general or limited, and (ii) may permit more than one vote per share;

(3) the rate or rates (which may be fixed or variable) at which dividends, if any, are payable on such class or series, whether any such dividends shall be cumulative, and, if so, from what dates, the conditions and dates upon which such dividends shall be payable, the preference or relation which such dividends shall bear to the dividends payable on any shares of stock of any other class or any other series of such class;

(4) whether the shares of such class or series shall be subject to redemption by the Corporation, and, if so, the times, prices and other conditions of such redemption;

(5) the amount or amounts payable upon shares of such class or series upon, and the rights of the holders of such class or series in, the voluntary or involuntary liquidation, dissolution or winding up, or upon any distribution of the assets, of the Corporation;

(6) whether the shares of such class or series shall be subject to the operation of a retirement or sinking fund and, if so, the extent to and manner in which any such retirement or sinking fund shall be applied to the purchase or redemption of the shares of such series for retirement or other corporate purposes and the terms and provisions relative to the operation thereof;

(7) whether the shares of such series shall be convertible into, or exchangeable for, shares of stock of any class or any other series of such class or any other securities (including common stock) and, if so, the price or prices or the rate or rates of conversion or exchange and the method, if any, of adjusting the same, and any other terms and conditions of conversion or exchange;

(8) the limitations and restrictions, if any, to be effective while any shares of such class or series are outstanding upon the payment of dividends or the making of other distributions on, and upon the purchase, redemption or other acquisition by CoJax of, the Common Stock or shares of stock of any other class or any other series of such class;

(9) the conditions or restrictions, if any, upon the creation of indebtedness of CoJax or upon the issue of any additional stock, including additional shares of such class or series or any other series of such class or any other class;

(10) the ranking (be it pari passu, junior or senior) of each class or series as to the payment of dividends, the distribution of assets and all other matters; and

(11) any other powers, preferences, and relative, participating, optional and other special rights, and any qualifications, limitations, and restrictions thereof, insofar they are not inconsistent with the provisions of these Articles of Incorporation, to the full extent permitted in accordance with the laws of the Commonwealth of Virginia.

Series A Convertible Preferred Stock. CoJax has 500,000 shares of Series A Convertible Preferred Stock, $0.01 par value ("Series A Stock"). The holders of Series A Stock was authorized on January 23, 2020, by an amendment to the Amended and Restated Articles of Incorporation, and are entitled to one vote per share on all matters submitted to a vote of stockholders and are not entitled to cumulate their votes in the election of directors. The holders of Series A Stock are entitled to any dividends that may be declared by the Board of Directors out of funds legally available, therefore on a pro-rata basis according to their holdings of shares of Series A Stock.

In the event of liquidation or dissolution of CoJax, holders of shares of Series A Stock are entitled to share ratably in all assets remaining after payment of liabilities and have liquidation preference over the shares of Common Stock.

Holders of Series A Stock have a right to convert each share of Series A Stock into ten (10) shares of Common Stock.

Protective Provisions for Series A Stock. Under its Amended and Restated Articles of Incorporation, CoJax shall not, either directly or indirectly by Amendment, merger, consolidation or otherwise, do any of the following without (in addition to any other vote required by law or the Amended and Restated Articles of Incorporation, as amended) the written consent or affirmative vote of the holders of at least a majority of the then outstanding shares of Series A Stock, given in writing or by vote at a meeting, consenting or voting (as the case may be) separately from the Common Stock and any such act or transaction entered into without such consent or vote shall be null and void ab initio, and of no force or effect: (i) alter or change the rights, preferences or privileges of the Series A Stock so as to materially and adversely affect such shares; (ii) amend the Amended and Restated Articles of Incorporation, as amended, or By-laws of CoJax in a manner which materially and adversely affects the rights, preferences or privileges of the Series A Stock; or (iii) create, or authorize the creation of, or issue or obligate itself to issue shares of, any additional class or series of capital stock or other securities unless the same ranks junior to or equal to the Series A Stock with respect to the distribution of assets on the liquidation, dissolution or winding up of CoJax and the payment of dividends or other payments or distributions.

Virginia anti-takeover statutes

Affiliated transactions statute. Virginia law contains provisions governing affiliated transactions. In general, these provisions prohibit a Virginia corporation from engaging in affiliated transactions with any holder of more than 10 percent of any class of its outstanding voting shares, or an interested shareholder, for three years following the date that such person became an interested shareholder unless:

•a majority of (but not fewer than two) disinterested directors of the Corporation and the holders of two-thirds of the voting shares, other than the shares beneficially owned by the interested shareholder, approve the affiliated transaction; or

•before, or on the date the person became an interested shareholder, a majority of disinterested directors approved the transaction that resulted in the shareholder becoming an interested shareholder.

Affiliated transactions subject to this approval requirement include mergers, share exchanges, material dispositions of corporate assets not in the ordinary course of business, any dissolution of the Corporation proposed by or on behalf of an interested shareholder or any reclassification, including reverse stock splits, recapitalizations or mergers of the Corporation with its subsidiaries, which increases the percentage of voting shares owned beneficially by an interested shareholder by more than five percent.

Virginia law permits a corporation to exempt itself from this statutory provision by placing a statement to that effect in its articles of incorporation. Our articles of incorporation do not specifically address the Virginia statute regarding affiliated transactions; therefore, we are subject to this provision.

Control share acquisitions statute. Virginia law permits a corporation to exempt itself from this statutory provision by placing a statement to that effect in its articles of incorporation. This provision does not apply to us as of the date of this prospectus because we have fewer than 300 shareholders. Further, we have adopted an amendment to our by-laws to exempt us from this statutory provision. This affiliated transaction provision does not apply where: The affiliated transaction is with (i) an interested shareholder who has been an interested shareholder continuously or who would have been such but for the unilateral action of the Corporation since the latest of (a) January 26, 1988, (b) the date the Corporation first became subject to this article by virtue of its having 300 shareholders of record, or (c) the date such person became an interested shareholder with the prior or contemporaneous approval of a majority of the disinterested directors, (ii) any person who becomes an interested shareholder as a result of acquiring shares from a person specified in (i) of this subdivision by gift, testamentary bequest or the laws of descent and distribution or in a transaction in which consideration was not exchanged and who continues thereafter to be an interested shareholder, or who would have so continued but for the unilateral action of the Corporation, (iii) a person who became an interested shareholder inadvertently or as a result of the unilateral action of the Corporation and who, as soon as practicable thereafter, divested beneficial ownership of sufficient shares so that such person ceased to be an interested shareholder, and who would not, at any time within the three-year period immediately preceding the announcement date have been an interested shareholder but for such inadvertency or the unilateral action of the Corporation, or (iv) an interested shareholder whose acquisition of voting shares making such person an interested shareholder was approved by a majority of the disinterested directors prior to such shareholder's determination date.

The Securities Enforcement and Penny Stock Reform Act of 1990. The S.E.C. has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). Our shares of common stock may be deemed "penny stock."

A purchaser is purchasing penny stock, which limits the ability to sell the stock. The shares offered by this prospectus constitute penny stock under the Exchange Act. The shares will remain penny stocks for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the Commission, which:

•contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

•contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of the Exchange Act;

•contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and the significance of the spread between the bid and ask price;

•contains a toll-free telephone number for inquiries on disciplinary actions;

•defines significant terms in the disclosure document or in the conduct of trading penny stocks; and

•contains such other information and is in such form (including language, type, size, and format) as the S.E.C. shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer:

•the bid and offer quotations for the penny stock;

•the compensation of the broker-dealer and its salesperson in the transaction;

•the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and

•monthly account statements showing the market value of each penny stock held in the customer's account.

The S.E.C. penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, shareholders may have difficulty selling their securities.

EXHIBIT 31.1

CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Jeffrey J. Guzy, certify that:

I have reviewed this Amended Annual Report on Form 10-K/A of CoJax Oil and Gas Corporation;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: June 19, 2020
/s/ Jeffrey J. Guzy
Jeffrey J. Guzy
Chairman and Chief Executive Officer

EXHIBIT 31.2

CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Wm. Barrett Wellman, certify that:

I have reviewed this Amended Annual Report on Form 10-K/A of CoJax Oil and Gas Corporation;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: June 19, 2020
/s/ WM. BARRETT WELLMAN
Wm. Barrett Wellman
Chief Financial Officer

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

I, Jeffrey J. Guzy, Chairman and Chief Executive Officer of CoJax Oil and Gas Corporation (the "Company"), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

the Amended Annual Report on Form 10-K/A of the Company for the year ended December 31, 2019 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.

Date: June 19, 2020
/s/ JEFFREY J. GUZY
Jeffrey J. Guzy
Chairman and Chief Executive Officer

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

I, Wm. Barrett Wellman, Chief Financial Officer of CoJax Oil and Gas Corporation (the "Company"), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.

Date: June 19, 2020
/s/ WM. BARRETT WELLMAN
Wm. Barrett Wellman
Chief Financial Officer

CoJax Oil & Gas Corp 10-K/A, filed Jun 19, 2020

About this 10-K/A