8-K/A - CJAX - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment Number Three)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 12, 2020 (June 16, 2020)

CoJax Oil and Gas Corporation

(Exact name of registrant as specified in its charter)

Virginia	333-232845	46-1892622
(State or other jurisdiction<br><br><br>of incorporation)	(Commission<br><br><br>File Number)	(I.R.S. Employer<br><br><br>Identification No.)

Jeffrey J. Guzy, Chief Executive Officer

CoJax Oil and Gas Corporation

3033 Wilson Boulevard, Suite E-605

Arlington, Virginia 22201

(703) 216-8606

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

NoneNot applicableNot Applicable

EXPLANATORY NOTE

This Current Report on Form 8-K/A Amendment Number Three ("Amended Form 8-K") is filed by CoJax Oil and Gas Corporation, a Virginia corporation, ("Company") to amend the Current Report on Form 8-K by the Company, as filed with the Commission on June 22, 2020, ("Original Report") by filing the financial statements listed in Item 9.01 below as exhibits to this Amended Form 8-K. Unless stated otherwise in this Amended Form 8-K or exhibits hereto, this Amended Form 8-K does not amend any other item of the Original Report, as amended by Form 8-K/A Amendment One, filed with the Commission on June 29, 2020 ("Amendment One") and by Form 8-K/A Amendment Two, filed with the Commission on July 28, 2020 ("Amendment Two"), or purport to provide an update or a discussion of any developments at the Company or Barrister Energy, LLC, a Mississippi limited liability company, subsequent to the filing date of the Original Report and Amendment One and Amendment Two thereto.

Item 9.01.	Financial Statements and Exhibits.

(a)Financial statements of businesses acquired.

The audited financial statements for Barrister Energy, LLC. for the years ended December 31, 2019, and December 31, 2018. These statements include the auditors' opinion letter, the Combined Statements of Oil and Gas Revenues and Direct Operating Costs along with Supplemental Information on Oil and Gas Reserves. Additionally, two tables are included: the Standardized Measure of Discounted Future Net Cash Flows and Changes to the Standardized Measure of Discounted Future Net Cash Flows.

(b) Pro forma financial information.

On June 16, 2020, the Company entered into an Acquisition Agreement ("Acquisition Agreement") with Barrister Energy, LLC, a Mississippi limited liability company, ("Barrister") to acquire all of the Membership Interests of Barrister. Consummation of the acquisition of the Barrister Membership Interests is subject to a number of conditions, which conditions have not been fully met as of the date of this Amended Form 8-K. The acquisition of Barrister under the Acquisition Agreement is a significant acquisition for purposes of Item 2.01 of the Current Report on Form 8-K. As a result, the Company prepared the accompanying unaudited pro forma condensed consolidated financial statements in accordance with Article 11 of Regulation S-X.

The accompanying unaudited pro forma financial statements give effect to the acquisition under the Acquisition Agreement as if the acquisition occurred on June 16, 2020. The pro forma financial statements and adjustments thereunder are described in the accompanying notes. They are based upon information and assumptions available at the time of the filing of this Current Report on Form 8-K/A, Amendment Number 3.

Exhibit Number	Description of Exhibit
99.4	Barrister Energy, LLC audited financial statements
99.5	CoJax Pro Forma financial statements

Signature

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, hereunto duly authorized.

CoJax Oil and Gas Corporation

By: /s/Jeffrey J. Guzy

Jeffrey Guzy, Chief Executive Officer

Date: August 12, 2020

EXHIBIT INDEX

Exhibit Number	Exhibit Description
99.4	Barrister Energy, LLC audited financial statements
99.5	CoJax Pro Forma financial statements

Exhibit 99.4 Barrister Financial Stmts

**** REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and the Shareholders

of CoJax Oil & Gas Corporation

Opinion on the Financial Statements We have audited the accompanying combined statements of oil and natural gas sales and direct operating costs of the oil and natural gas properties forNall 16-6 #3, Nall 16-6 #1, and Nettles 9-12 #1 ("Barrister Properties") acquired from Barrister Energy, LLC. ("Barrister") by CoJax Oil & Gas Corporation for the years ended December 31, 2019, and 2018 (the "financial statements"). In our opinion, the combined financial statements of the Barrister Properties acquired by CoJax Oil & Gas Corporation referred to above present fairly, in all material respects, the oil and natural gas sales and direct operating costs of the Barrister properties for the year ended December 31, 2019, and 2018, in conformity with U.S. generally accepted accounting principles. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB). We are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. CoJax Oil & Gas Corporation was not required to have, nor were we engaged to perform, an audit of internal control over financial reporting for the Excel Field properties acquired. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the combined financial statements of the Barrister properties acquired by CoJax Oil & Gas Corporation referred to above present fairly, in all material respects, the oil and natural gas sales and direct operating costs of the Barrister properties for the year ended December 31, 2019, and 2018, in conformity with U.S. generally accepted accounting principles.

As described in the unaudited pro forma financial information, the financial statements are not a complete presentation of the operations of the Barrister properties acquired.

/s/ Haynie & Company

Haynie & Company

Salt Lake City, Utah

May 22, 2020

We have served as the Company's auditor since 2018

Exhibit 99.4 Barrister Financial Stmts

Barrister Energy, LLC
COMBINED STATEMENTS OF OIL AND GAS REVENUES AND DIRECT OPERATING COSTS
For the Years Ended December 31,	2019	2018
Oil and Gas Revenues	$63,534	$160,492
Direct Operating Costs
Oil and gas production costs	45,216	146,119
Oil and gas production taxes	3,050	7,704
Total Direct Operating Costs	48,266	153,823
Direct Operating Income	$15,268	$6,669
For the Three Months Ended March 31,	2020	2019
---	---	---
Oil and Gas Revenues	$6,699	$33,419
Direct Operating Costs
Oil and gas production costs	-	2,443
Oil and gas production taxes	322	1,604
Total Direct Operating Costs	322	4,047
Direct Operating Income	$6,377	$29,372

Basis of Presentation – The accompanying financial statement presents only the oil and gas revenues and direct operating costs of Nall 16-6 #3, Nall 16-6 #1, and Nettles 9-12 #1 (Barrister Properties).

Oil and gas revenues are recognized when sold and delivered to third parties. Direct operating costs are recognized when incurred and include lease operating costs and production taxes directly related to the property interests acquired. Direct operating expenses exclude costs associated with acquisition, exploration, and development of oil and gas properties, geological and geophysical expenditures, and costs of drilling and equipping productive and non-productive wells. Depreciation and amortization of the oil and gas property interest, general and administrative expense, interest and accretion expense, income taxes and other indirect expenses have been excluded from direct operating profit (loss) because their historical amounts would not be comparable to those resulting from future operations; accordingly, the accompanying financial statements are not a complete presentation of the operations of the mineral leases acquired.

Exhibit 99.4 Barrister Financial Stmts

Barrister Energy, LLC ACQUISITION

SUPPLEMENTAL INFORMATION ON OIL AND GAS RESERVES

(UNAUDITED)

The following estimates of proved reserve quantities and related standardized measure of discounted net cash flow relate only to the properties being acquired from Barrister Energy, LLC. They are estimates only and do not purport to reflect realizable values or fair market values. Reserve estimates are inherently imprecise, and estimates of discoveries are more imprecise than those of producing oil and gas properties. Accordingly, these estimates are expected to change as future information becomes available. All of the reserves are located in the United States of America.

Reserve Quantities Information – Proved reserves are estimated reserves of crude oil (including condensate and natural gas liquids) and natural gas that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. Proved developed reserves are those expected to be recovered through existing wells, equipment, and methods.

	For the Year Ended
	December 31, 2019
	Oil	Gas
	(Barrels)	(MCF)
Proved Developed and Undeveloped Reserves
Beginning of year	3,107,053	-
Production	(1,397)	-
End of Year	3,105,656	-
Proved Developed Reserve at End of Year	127,520	-

Proved Undeveloped Reserves associated with the properties are still being evaluated. All disclosures contained herein are only the Proved Developed Reserves associated with the properties.

Standardized Measure of Discounted Future Net Cash Flows. The standardized measure of discounted future net cash flows is computed by applying year-end prices of oil and gas to the estimated future production of proved oil and gas reserves, less estimated future expenditures (based on year-end costs) to be incurred in developing and producing the proved reserves, less estimated future income tax expenses (based on year-end statutory tax rates) to be incurred on pretax net cash flows less the tax basis of the properties and available credits, and assuming continuation of existing economic conditions. The estimated future net cash flows are then discounted using a rate of 10 percent per year to reflect the estimated timing of the future cash flows.

December 31,	2019
Future cash inflows	$147,351,333
Future production costs	(13,740,520)
Future development costs	(9,000,000)
Future income taxes	(26,168,271)
Future net cash flows	98,442,542
10% annual discount for estimated timing of cash flows	(62,486,973)
Standardized Measure of Discounted Future Net Cash Flows	$35,955,569

Exhibit 99.4 Barrister Financial Stmts

Changes in the Standardized Measure of Discounted Future Net Cash Flows

For the Year Ended December 31,	2019
Beginning of the year	$35,291,986
Development costs incurred during the year	-
Sales of oil and gas produced, net of production costs	(4,379)
Accretion of discount	3,617,202
Net changes in prices and production costs	(2,949,240)
Net changes in estimated future development costs	-
Net changes in the timing of cash flows	-
Net change in income taxes	-
Standardized Measure of Discounted Future Net Cash Flows	$35,955,569

The prices used were determined using an unweighted arithmetic average of the first-day-of-the month prices for the calendar year 2019, adjusted for location and quality differentials. This determination resulted in prices of $62.63 per barrel of oil and $0.00 per MCF of gas.

4 Exhibit 99.5 CoJax Pro Forma

COJAX OIL AND GAS CORPORATION

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

On June 16, 2020, the Company entered into an Acquisition Agreement ("Acquisition Agreement") with Barrister Energy, LLC, a Mississippi limited liability company, ("Barrister") to acquire all of the Membership Interests of Barrister. Consummation of the acquisition of the Barrister Membership Interests is subject to a number of conditions, which conditions have not been fully met as of the date of this letter. The acquisition of Barrister under the Acquisition Agreement is a significant acquisition for purposes of Item 2.01 of Form 8-K. As a result, the Company prepared the accompanying unaudited pro forma condensed consolidated financial statements in accordance with Article 11 of Regulation S-X.

Exhibit 99.5 CoJax Pro Forma

COJAX OIL AND GAS CORPORATION

UNAUDITED PRO FORMA CONDENSED BALANCE SHEET

AS OF MARCH 31, 2020

	Historical	Adjustment	Pro Forma
ASSETS
Current Assets
Cash	$46,519	-	$46,519
Total Current Assets	46,519	-	46,519
Properties and Equipment
Oil and natural gas properties subject to depletion and amortization	-	10,079,235	10,079,235
Total Properties and Equipment	-	10,079,235	10,079,235
Total Assets	$46,519	10,079,235	$10,125,754
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable	$2,090	-	$2,090
Accrued interest payable	704	-	704
Accrued salaries and payroll taxes	29,674	-	29,674
Loan payable – related party	90,400	-	90,400
Loan payable - acquisition	-	2,700,000	2,700,000
Total Current Liabilities	122,868	2,700,000	2,822,868
Asset retirement obligations	-	79,235	79,235
Total Liabilities	122,868	2,779,235	2,902,103
Stockholders' Equity
Preferred stock - $0.01 par value; 50,000,000 shares authorized; no shares issued or outstanding, respectively.	-	-	-
Common stock, $0.01 par value, 300,000,000 current shares authorized, one share issued and outstanding, respectively.	-	36,500	36,500
Additional paid-in capital	2	7,263,500	7,263,502
Accumulated deficit	(76,351)	-	(76,351)
Total Stockholders' Equity	(76,349)	7,300,000	7,223,651
Total Liabilities and Stockholders' Equity	$46,519	10,079,235	$10,125,754

All values are in US Dollars.

Exhibit 99.5 CoJax Pro Forma

COJAX OIL AND GAS CORPORATION

UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2020

	CoJax	Properties	Pro Forma	****
	Historical	Acquired	Adjustments	Pro Forma
Oil and Gas Revenues	$-	$6,699	-	$6,699
Costs and Operating Expenses
Oil and gas production taxes	-	322	-	322
Depreciation, depletion, and amortization	-	-	1,132	1,132
Asset retirement obligation accretion	-	-	570	570
General and administrative expense	32,444	-	-	32,444
Total Costs and Operating Expenses	32,444	322	1,702	34,468
Income (Loss) from Operations	(32,444)	6,377	(1,702)	(27,769)
Other Expense
Interest expense	(375)	-	-	(375)
Net Other Expense	(375)	-	-	(375)
Net Income (Loss)	$(32,819)	$6,377	(1,702)	$(28,144)

All values are in US Dollars.

COJAX OIL AND GAS CORPORATION

UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2019

	CoJax	Properties	Pro Forma
	Historical	Acquired	Adjustments	Pro Forma
Oil and Natural Gas Revenues	$-	$63,534	-	$63,534
Costs and Operating Expenses
Oil and natural gas production costs	-	45,216	-	45,216
Oil and natural gas production taxes	-	3,050	-	3,050
Depreciation, depletion, and amortization	-	-	8,542	8,542
Asset retirement obligation accretion	-	-	2,347	2,347
General and administrative expense	34,561	-	-	34,561
Total Costs and Operating Expenses	34,561	48,266	10,822	93,649
Income (Loss) from Operations	(34,561)	15,268	(10,822)	(30,115)
Other Expense
Interest expense	(608)	-	-	(608)
Net Other Expense	(608)	-	-	(608)
Net Income (Loss)	$(35,169)	$15,268	(10,822)	$(30,723)

All values are in US Dollars.

Exhibit 99.5 CoJax Pro Forma

The Acquisition will qualify as a business combination. As such, CoJax will recognize the assets to be acquired and liabilities to be assumed at their fair values as the date of closing. The estimated fair value of the properties to be acquired approximate the value of the consideration to be paid, and the asset retirement obligation to be assumed, which management has concluded approximates the fair value that would be paid by a typical market participant. As a result, neither goodwill nor a bargain purchase gain will be recognized related to the acquisition. While the proposed transaction is subject to purchase price adjustments, the following table summarizes estimates of the assets to be acquired and the liabilities to be assumed:

Oil and gas properties	$10,079,235
Asset retirement obligation	(79,235)
Total Identifiable Net Assets	$10,000,000

Pro forma adjustments to the historical financial statements to reflect the acquisition of Barrister Energy are as follows:

(1)	To record the acquisition transaction. The consideration to be paid and liabilities to be assumed consist of the following:
(a)	The assumption of $2,700,000 of debt.
---	---
(b)	The assumption of the asset retirement obligation of $79,235. The obligation relates to legal requirements associated with the retirement of long-lived assets that result from the acquisitions, construction, development, or normal use of the asset. The obligation relates primarily to the requirement to plug and abandon oil and natural gas wells and support wells at the conclusion of their useful lives.
---	---
(c)	To record the conditional issuance of 3,650,000 shares of common stock as partial consideration and the Acquisition liability required to be settled through equity pursuant to the Purchase Agreement;
---	---
(2)	To record depreciation, depletion, and amortization of the oil and gas properties acquired based on the oil and gas production occurring during the periods.
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(3)	To record accretion of the asset retirement obligation.
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