As filed with the Securities and Exchange Commission on September 25, 2020June 23, 2021

Registration Number 333- 232845No. _____

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

Registration Statement under the Securities Act ofREGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

CoJax Oil and Gas CorporationCOJAX OIL AND GAS CORPORATION

(Exact name of Registrantregistrant as specified in its charter)charter)

3033 Wilson Boulevard, Suite E-605

Arlington, Virginia 22201

(703) 216-8606(703) 216-8606

(Address, including zip code, and telephone number,

including area code of registrant’s principal executive offices)

Jeffrey J. Guzy Chairman of the Board of Directors and

Chief Executive Officer

CoJax Oil &and Gas Corporation

3033 Wilson Boulevard, Suite E-605

Arlington, Virginia 22201

(703)(703) 216-8606

(Name, address, including zip code, and telephone number, including area code, of agent for service)service)

 Copies to:

Copy to:

Paul W. Richter,Mark Crone, Esq.

PW Richter, plcEleanor Osmanoff, Esq.

3901 Dominion Townes CircleThe Crone Law Group, P.C.

Richmond, Virginia 23223500 Fifth Avenue, Suite 938

(804) 644-2182New York, New York 10110

(917) 670-5931

Approximate date of commencement of proposed sale to the public: As soon as practicable on orFrom time to time after the effective date of this registration statement.statement, as determined by the selling stockholders.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

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,”filer”, “smaller reporting company,”company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

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 7(a)(2)(B)13(a) of the SecuritiesExchange Act. [  ]

CALCULATION OF REGISTRATION FEE

(1) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(o) of the Securities Act of 1933, as amended (“Securities Act”).

(2) The Registrant previously paid filing fees of $778.80 in connection with previously filings of the Registration Statement on Form S-1 (File No. 333-2324845) (the “Registration Statement”), which Registration Statement contemplated a proposed maximum offering price of $6,000,000.

The Registrantregistrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrantregistrant shall file a further amendment which specifically states that this Registration Statementregistration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until thethis Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information contained in this prospectus is not complete and may be changed. We may not sellA registration statement relating to these securities until the registration statementhas been filed with the Securities and Exchange Commission isand these securities may not be sold until that registration statement becomes effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 PRELIMINARY PROSPECTUSSubject to Completion, dated September 25, 2020Dated: June 23, 2021 

Registration No. 333- 232845COJAX OIL AND GAS CORPORATION

Preliminary Prospectus 

CoJax Oil and Gas Corporation

6,000,000 1,296,250shares of Common Stock $0.01 par value per share

This prospectus is forrelates to the offer and saleresale by CoJax Oil and Gas Corporation, a Virginia corporation, (“Company,” “our,” “us” or “we”the selling stockholders identified in this prospectus (the “Selling Stockholders”) of 6,000,0001,296,250 shares (“Shares”) of its Commonour common stock.  See the section of this prospectus “Selling Stockholders” for additional information about the Selling Stockholders.

The registration of the shares of our common stock covered by this prospectus does not necessarily mean that any shares of our common stock will be sold by any of the Selling Stockholders, and we cannot predict when or in what amounts any of the selling stockholders may sell any of our shares of common stock offered by this prospectus.

There is not currently, and there has never been, any established public trading market for our common stock. Our common stock is not currently eligible for trading on any national securities exchange, including the NASDAQ Stock $0.01 par value per share, (“Market, or any over-the-counter markets, including the OTC Markets—OTCQB tier, or OTCQB. We cannot assure you that our common stock”)stock will become eligible for trading on any exchange or market.

Until such time as our common stock is quoted on the OTCQB or another public trading market otherwise develops, the Selling Stockholders identified herein may only sell their shares of our common stock pursuant to this prospectus at an offeringa fixed price of $2.00 per share. At and after such time, the Selling Stockholders may sell all or a portion of their shares through public or private transactions at prevailing market prices or at privately negotiated prices.

The Company intends to apply for approval from the Financial Industry Regulatory Authority (“FINRA”) for our common stock to be eligible for trading on any of the OTC Markets tier. However, there is no assurance that the Company will receive approval, and if it does receive such approval, there can be no assurance that a trading market will develop, or, if developed, that it will be sustained.

We are offeringwill pay all fees and sellingexpenses incident to the registration of the resale of shares of our common stock under this prospectus. The Company does not sell any shares of its common stock under this prospectus and will not realize no proceeds from sales by the Selling Shareholders. All net proceeds from the sale or other disposition of the shares of common stock (“Shares:”sold by the Selling Stockholders covered by this prospectus will go to the Selling Stockholders. The Company will The Selling Stockholders may be deemed “underwriters” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), in connection with the resale or other disposition of the shares of common stock covered by this prospectus.

Investing in our securities involves a high degree of risk. Before making any investment decision, you should carefully review and consider all the information in this prospectus and the documents incorporated by reference herein, including the risks and uncertainties described under “Risk Factors” beginning on page 13.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

We may amend or supplement this prospectus from time to time through our officersby filing amendments or supplements as required. You should read the entire prospectus and directors without any commissions. There is no underwriteramendments or sales agent for this offering of Shares (“Offering”).  supplements carefully before you make your investment decision.

The net Offering proceeds sought under this prospectus will be used for working capital and other purposesCompany qualifies as more fully described in “Use of Proceeds” on page ** below.  

There is no public market for the common stockan “emerging growth company” as of the date of this prospectus. We intend to seek quotation of the common stock on Nasdaq Capital Market, which effort, as of the date of this prospectus, is anticipated to occur in 2021. We can provide no assurances that we will attain quotation of our Common Stock on Nasdaq Capital Market or another public stock market or national quotation system. We have not filed a listing application with Nasdaq Capital Market or obtained a trading symbol for our stock. As of the date of this prospectus, we do not intend to seek quotation of our common stock on The OTC Markets Group, Inc. QB Venture Market or other stock quotation systems.   

We need to close the acquisition of all of the Membership Interests of  Barrister Energy, L.L.C., a private limited liability company with oil exploration leases and rights, (“Barrister”) (which acquisition is more fully described below in “Pending Barrister Energy, L.L.C. Acquisition” on this page 2 of this prospectus) and raise sufficient working capital for CoJax and Barrister in 2021 in order to reach a level of development where we can meet the standards for initial quotation of our common stock on the Nasdaq Capital Markets.  If we fail to satisfy NASDAQ Capital Market initial quotation standards for a stock, then we will have to re-evaluate which public stock market or national quotation system that is suitable for trading of our common stock.   We may have to seek quotation of the common stock on The OTC Markets Group, Inc. QB Venture Market or “OTCQB.”

INVESTING IN OUR COMMON STOCK IS HIGHLY RISKY SHOULD ONLY BE CONSIDERED BY INVESTORS, WHO CAN AFFORD THE LOSS OF THEIR INVESTMENT AND A LACK OF LIQUIDITY. PUBLIC AUDITORS HAVE EXPRESSED A SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN IN PUBLIC AUDITOR’S REPORT FOR FINANCIAL STATEMENTS INCLUDED IN THIS PROSPECTUS. WE LACK REVENUE-GENERATING OPERATIONS, AND THE CONSUMMATION OF THE PROPOSED ACQUISITION OF BARRISTER WILL NOT RESULT IN REVENUES SUFFICIENT TO FUND THE COMBINED OPERATING EXPENSES OF COJAX AND BARRISTER.  OUR COMMON STOCK IS NOT QUOTED OR TRADED IN ANY PUBLIC MARKET. READ CAREFULLY THE “RISK FACTORS” SECTION BELOW AT PAGE 14 OF THIS PROSPECTUS.

We are an "emerging growth company" as that term is useddefined in the Jumpstart Our Business Startups Act of 2012. As such, we have electedwhich became law in April 2012 and will be subject to comply with certain reduced public company reporting requirements for this prospectus and future filings.requirements. See “ImplicationsProspectus Summary—Implications of Being an Emerging Growth Company” on page 3810 of this prospectus.

Pending Barrister Energy, L.L.C. Acquisition.  Under an Acquisition Agreement, dated June 16, 2020, between Barrister, its Members and CoJax, (“Barrister Agreement”), CoJax has agreed to acquire all of the issued Membership Interests of Barrister held by its Members and, upon that acquisition, operate Barrister as a wholly-owned subsidiary of CoJax.  Barrister has oil and gas exploration and production leases and rights as described in “Business: Barrister Oil Rights” at page 40 of this prospectus (collectively, “Barrister Oil Rights”).  The Barrister Agreement has not closed as of the date of this prospectus. See “Business: Barrister Agreement” on page 39 of this prospectus.

As of the date of this prospectus CoJax anticipates closing of the Barrister Agreement by October 15, 2020.  This Offering is part of a fund raising effort to provide the general working capital to meet CoJax and Barrister operating costs and, subject to raising sufficient net Offering proceeds, fund expansion of Barrister’s existing oil drilling on the Barrister’s Oil Rights by establishing a deep drilling rig. See “Business: Barrister” on page 39 and “Business: Barrister Oil Rights” on page 40 of this prospectus.June ___, 2021.

Neither the securities and exchange commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. COJAX OIL AND GAS CORPORATION

Date of this prospectus is September 25, 2020

TABLE OF CONTENTS

Presentation. Certain amounts presented in tables are subject to rounding adjustments and, as a result, the totals in such tables may not sum. Unless the context otherwise requires, references in this prospectus to “investor,” “you,” and “your” refer to a prospective investor who receives this prospectus.

Information. You should rely only on the information contained in this prospectus or any supplement.a supplement to this prospectus. We have not authorized anyone to provide you with different information. This prospectus may only be used whereis not an offer to sell securities, and it is legalnot soliciting an offer to buy securities, in any jurisdiction where the offer and sell Shares. Theor sale is not permitted. You should not assume that the information contained in this prospectus or any supplement to this prospectus is only accurate as of any date other than the date on the front cover of this prospectus, regardless of the date of any offer or sale of Shares.those documents.

Agreements. Any representations, warranties, and covenants made by us in any agreement that is incorporated by reference or filed as an exhibit to the registration statement of which this prospectus is a part were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the

parties to such agreements and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties, or covenants were accurate only as of the date when made. These representations, warranties, and covenants should not be relied on as accurately representing the state of our affairs or affairs of Barrister as of the date indicated.  We have not acquired any Membership Interests of Barrister, and we do not own any operations or assets of Barrister as of the date of this prospectus.  See “Business: Barrister Agreement” on page 35 below.CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

URL’sThis prospectus contains “forward-looking statements”. URL’s referencedForward-looking statements reflect the current view about future events. When used in this prospectus, shallthe words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions, as they relate to us or our management, identify forward-looking statements. Such statements include, but are not be deemedlimited to, be part ofstatements contained in this prospectus or incorporated herein by reference. The contentrelating to our business strategy, our plans, objectives, expectations, and intentions, our future operating results, including future operating results of Barrister, the URL’s should not be relied upon by any prospective investors forcompetitive nature of the purposes of determining whether to purchase the Shares. 

Industry and Market Data

The market data and certain other statistical information used throughout this prospectus are based on independent industry publications, government publications, and other published independent sources. Some data is also based on our good faith estimates or experience of our management. Although we believe these third-party sources are reliable as of their respective dates, we have not independently verified the accuracy or completeness of this information. The industry in which we operatewill conduct our business, crude oil and natural gas commodity prices, demand for oil, the effects of government regulation and changes in that regulation, the impact of new technology on oil exploration and production and our ability to acquire and use that technology, our ability to maintain effective information technology systems and guard against cyber-attacks or hacking, our ability to obtain permits, approvals, and authorizations from governmental and third parties, planned acquisitions and future capital expenditures, our ability to service our debt obligations, the impact of the acquisition of Barrister and the debt assumed in said acquisition, financial strategy, liquidity or capital required for our ongoing operations and acquisitions, and our ability to raise additional capital to acquire and expand oil drilling and production and to fund overhead. Because forward–looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking

statements. They are neither statements of historical fact nor guarantees of assurance of future performance. We caution you therefore against relying on any of these forward-looking statements. The outcome of the events described in these forward-looking statements is subject to a high degree of uncertaintyrisks, uncertainties, and risk due to a variety ofother factors including those described in the section entitled “Risk Factors” on page 14 below. These and other factors“Risk Factors” of this prospectus. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Factors or events that could cause our actual results to differ materiallymay emerge from those expressed in these publications. 

Trademarkstime to time, and Trade Names 

We have rights to our corporate name, but no registered trademarks, trade names, service marks, or logos. This prospectus may also contain trademarks, logos, service marks, and trade names of third parties, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, logos, or trade names in this prospectusit is not intendedpossible for us to and doespredict all of them. We cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law we do not imply a relationship with, or endorsement or sponsorship by us. Solely for convenience,intend to update any of the trademarks, service marks, and trade names referredforward-looking statements to in this prospectus may appear without the ^®, T.M., or S.M. symbols. conform these statements to actual results.

Commonly Used Defined Terms 

As used in this prospectus, unless the context indicates or otherwise requires, the following terms have the following meanings.  See Appendix A to this prospectus for more defined terms used in this prospectus. meanings:

·“ARO” means asset retirement obligation;  

“Barrister”Barrister” means Barrister Energy, L.L.C., a privately held Mississippi limited liability company.company, our wholly owned subsidiary;  

·““Barrister Oil Rights”Rights” means the crude oil and natural gas exploration and production leases and rights owned or controlled by Barrister (as more fully described under “Business“Business – Barrister Oil Rights” below on page 40 of this prospectus)Rights” below). Barrister does not own the underlying real property.property;  

·“Btu” means one British thermal unit, the quantity of heat required to raise the temperature of a one-pound mass of water by one degree of Fahrenheit;  

“Commission”Basin” means a large natural depression on the earth’s surface in which sediments generally brought by water accumulate;  

“Commission” or ““S.E.C.SEC” means the U.S. Securities and Exchange Commission.Commission;  

·“CoJax,” the “C.O.P.Company,” “we,” “us,” and “our” refer to CoJax Oil and Gas Corporation;

“Completion” means the process of treating a drilled well followed by the installation of permanent equipment for the production of natural gas or oil, or in the case of a dry hole, the reporting of abandonment to the appropriate agency;  

“C.O.P.” means Central Operating, L.L.C., a privately held Mississippi limited liability company, and the former owner of Barrister’s Oil Rights and current contract manager of limited drilling operations on the Barrister Oil Rights.Rights;

·““Deep drill well”well” or ““deep drilling rig”rig” means an oil well capable of drilling to depths of approximately 10,000 feet or more. more;

·“Developed acreage” means the number of acres that are allocated or assignable to productive wells or wells capable of production;  

“Gas”EUR” means the sum of reserves remaining as of a given date and cumulative production as of that date. As used in this filing, EUR includes only proved reserves and is based on our reserve estimates;  

“Exchange Act” means the Securities Exchange Act of 1934, as amended.   

“Field” means an area consisting of a single reservoir or multiple reservoirs all grouped on, or related to, the same individual geological structural feature or stratigraphic condition. The field name refers to the surface area, although it may refer to both the surface and the underground productive formations;  

“Formation” means a layer of rock which has distinct characteristics that differs from nearby rock;  

“Gas” means natural gas.gas;   

·““Gulf States Drill Region”Region” means the area(s) where oil and gas leases, drilling and production rights, areaswhich are located in the Smackover Trend. The Smackover Trend extends from Texas to the Florida Panhandle along the Gulf Coast Region – both onshore and offshore.  The Smackover Trend is a major oil and gas production formation in the Gulf States and athe principal source of light crude oil and gas. Like the Persian Gulf, the Smackover Trend was rock stratum formed by deposits from warm ocean waters covering the carbonate-evaporite basins in the southern Gulf States Region during the Upper Jurassic Period.  The Gulf States Drill RegionPeriod;

“Horizontal drilling” means a drilling technique used in certain formations where a well is the focusdrilled vertically to a certain depth and then drilled at a right angle within a specified interval;  

“Mcf” means one thousand cubic feet of the Company’s business and oil exploration and production development efforts.natural gas;  

·““Exchange Act”MMBtu” means the Securities Exchange Actone million Btu;  

“MMcf” means one million cubic feet of 1934, as amended.natural gas;  

·““Oil”Oil” means crude oil that has not been refined or processed.processed;  

·““OPEC”OPEC” means the Organization of Petroleum Exporting Countries.Countries;

“Productive well” means a well that is found to be capable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of the production exceed production expenses and taxes;  

“Prospect” means a specific geographic area which, based on supporting geological, geophysical or other data and also preliminary economic analysis using reasonably anticipated prices and costs, is deemed to have potential for the discovery of commercial hydrocarbons;  

“Proved reserves” means the estimated quantities of oil and natural gas which geological and engineering data demonstrate with reasonable certainty to be commercially recoverable in future years from known reservoirs under existing economic and operating conditions;  

“Proved undeveloped reserves” or “PUDs” means proved reserves that are expected to be recovered from new wells on undrilled acreage or from existing wells where a relatively major expenditure is required for recompletion;  

“Recompletion” means the process of re-entering an existing wellbore that is either producing or not producing and completing new reservoirs in an attempt to establish or increase existing production;  

“Reservoir” means a porous and permeable underground formation containing a natural accumulation of producible oil and/or natural gas that is confined by impermeable rock or water barriers and is separate from other reservoirs;  

“Resources” means quantities of oil and gas estimated to exist in naturally occurring accumulations. A portion of the resources may be estimated to be recoverable, and another portion may be considered to be unrecoverable. Resources include both discovered and undiscovered accumulations;  

·““Securities Act”Act” means the Securities Act of 1933, as amended.amended;  

“Standardized measure” means the present value, discounted at 10% per year, of estimated future net revenues from the production of proved reserves, computed by applying sales prices used in estimating proved oil and gas reserves to the year-end quantities of those reserves in effect as of the dates of such estimates and held constant throughout the productive life of the reserves (except for consideration of future price changes to the extent provided by contractual arrangements in existence at year-end), and deducting the estimated future costs to be incurred in developing, producing and abandoning the proved reserves (computed based on year-end costs and assuming continuation of existing economic conditions). Future income taxes are calculated by applying the appropriate year-end statutory federal and state income tax rate with consideration of future tax rates already legislated, to pre-tax future net cash flows, net of the tax basis of the properties involved and utilization of available tax carryforwards related to proved oil and gas reserves;

“Spacing” means the distance between wells producing from the same reservoir. Spacing is often expressed in terms of acres, e.g., 40-acre spacing, and is often established by regulatory agencies;  

“Undeveloped reserves” are reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required. Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence exists that establishes reasonable certainty of economic productivity at greater distances. Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances justify a longer time. Under no circumstances shall estimates for undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, or by other evidence using reliable technology establishing reasonable certainty;

“Unit” means the joining of all or substantially all interests in a reservoir or field, rather than a single tract, to provide for development and operation without regard to separate property interests. Also, the area covered by a unitization agreement;  

“Unproved properties” means properties with no proved reserves;  

“Working interest” means the right granted to the lessee of a property to explore for and to produce and own natural gas or other minerals. The working interest owners bear the exploration, development, and operating costs on either a cash, penalty, or carried basis.  

PROSPECTUSPROSPECTUS SUMMARY

This summary only highlights the more detailed information containedappearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read thethis entire prospectus carefully, before making an investment decision, including the information under the headings “Risk“Risk Factors” “Cautionary Note Regarding Forward-Looking Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and theour financial statements and the related notes thereto appearingincluded elsewhere in this prospectus.prospectus, before investing.

THE OFFERINGOverview

Issuer:CoJax Oil and Gas Corporation, awas incorporated November 13, 2017, under the laws of the Commonwealth of Virginia corporation (“Company,” “we,” “us,” or “our”).  

Barrister Agreement: We have entered into the Barrister Agreementbusiness purpose to acquire oil and gas exploration and production leases and rights, but the Barrister Agreement has not closed as of the date of this prospectus. As of the date of this prospectus, CoJax believes the Barrister Agreement will close by October 15, 2020.

Exchange.  Under the Barrister Agreement, CoJax will exchange 3,650,000 shares of common stock for all of the Membership Interests of Barrister (“Exchange”).  The issuance of shares of common stock under the Exchange will be exempt from registration under the Securities Act pursuant to Rule 506(b) of Regulation D and Section 4(a)(2) of the Securities Act. Completion of the Exchange will consummate the Barrister Agreement and result in Barrister becoming a wholly owned subsidiary of CoJax. 

Barrister Operations. Barrister only conducts limited oil drilling and production operations as of the date of this prospectus, and those operations do not generaterights to properties with oil reserve reports showing sufficient revenues to fund expanded drilling operations or deep drilling rigs or cover operating overhead of CoJax. Upon consummation of the Barrister Agreement, CoJax must obtain funding to establish one or more deep drilling rigs in order to expand exploitation of Barrister Oil Rights and hopefully increase Barrister’s revenues.   

Competitive Advantages and Strategic Plan: We believe that acquiring Barrister and its oil exploration and production leases and rights provides an opportunity, with funding of one or more deep drilling rigs, to exploit oil reserves to justify drilling and assuming the drilling operations are successful, to establish a revenue-generatingproduce crude oil production operation that may allow further expanded drilling on the Barrister Oil Rightsfor sale to any available domestic or possibly sufficient cash flow frominternational buyers.  Since incorporation, we have been engaged in evaluating and pursuing possible acquisitions of oil production from Barrister Oil Rights to seek to acquire additional oil exploration and production leases and rights and oil drilling operations inexploring the Gulf States Drilling Region. Any future, new drilling onavailability of third-party funding for our business plan.  Prior to the acquisition of Barrister, Oil Rights must be profitable to enable us to fund existingwe have not had any revenue-generating operations. The acquisition of Barrister is the first and the expanded drilling operations. This boot-strap approach relies on obtaining sufficient, affordable funding and new drilling being profitable. If we expand drilling on the Barrister Oil Rights and the drilling produces a dry hole or is not profitable, we may be unable to obtain

sufficient, affordable funding to establish additional drilling on the Barrister Oil Rights and realize profitable oil production operations.

We believe that the experienceonly current acquisition of the Barrister principals in oil exploration and production will provide CoJax with the necessary skills and experience to prudently operate existing and any future oil drilling operations.  We also believe that leveraging Barrister principals’ skills and experience and use of professional, qualified contractors in oil drilling operations will provide an efficient, professional operational management team without the overhead of full-time employees in those positions.  If these assumptions are incorrect, we would have to raise working capital to employ qualified oil operations personnel.  We may be unable to raise the required working capital or employ necessary personnel and Barrister’s principals may be unable or unwilling to provide any required management of expanded oil drilling operations. CoJax management lacks the experience and skills to manage daily oil drilling operations.

Competitive and Operational Challenges.  We have no revenue-generating operations or oil and gas exploration and production leases and rights as of the date of this prospectusprospectus.

Description of Business

We are an early-stage independent oil and willgas company focused on commencing operations in the acquisition, development and production of crude oil from assets in the Gulf States Drill Region. 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. We may extract and sell gas from time to time, but any gas production would be secondary and not have such operationssignificant business line. Our long-term goal is to create shareholder value by identifying and assembling a portfolio of low-risk assets with attractive economic profiles, and our short-term goal is to identify and complete an equity acquisition of producing oil and gas assets in the Gulf States Drilling Region and then raise sufficient working capital to establish deep drilling rigs to fully exploit oil reserves. 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 leases or rights until we consummatefailed drilling. 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.

The Barrister Acquisition and Related Transactions

On June 16, 2020, CoJax entered into an acquisition agreement with Barrister and all members of Barrister (the “Barrister Acquisition Agreement”), and on November 17, 2020, pursuant to the terms of the Barrister Agreement. Even if we consummateAcquisition Agreement, the Company acquired all the outstanding capital of Barrister in exchange for 3,650,000 shares of the Common Stock issued to all members of Barrister (the “Acquisition” or the “Exchange”). As the result of the Acquisition, CoJax acquired Barrister’s business and its business plan, and Barrister became a wholly owned subsidiary of CoJax.   The discussion hereinafter of the business and operations of the Company refer to the Company subsequent to the Acquisition of Barrister and all such discussions primarily report the operations of its now subsidiary unless otherwise so indicated. 

As the result of the Acquisition, the Company also assumed $2,700,000 of Barrister’s debts (the “Assumed Debt”), secured by Barrister Oil Rights, which were acquired by Barrister from Central Operating, LLC or “COP” under that certain Purchase and Sale Agreement, dated June 1, 2019 (the “COP Purchase and Sale Agreement”), and related secured Promissory note (the “Barrister Original Promissory Note”) and Security Agreement, also dated June 1, 2019, (collectively, “COP Agreements”). These acquired oil and gas exploration and production assets represent all the Barrister Agreement, we will not haveOil Rights. The Barrister Original Promissory Note was non-interest bearing; however, the principal amount of the Assumed Debt was required to be paid in a lump sum balloon within 24 months from the date of the issuance, on June 1, 2021.  These payment obligations under the Barrister Original Promissory Note, that required a lump sum payment by June 1, 2021, represents a significant financial burden for the Company, particularly considering the risk

of a possible default and legal action to seize or sell the Barrister Oil Rights, which are provided as collateral for the Assumed Debt.  On May 29, 2021, The Company and C.O.P entered into and executed the Amended and Restated Promissory Note (the “Restated Note”) which extended the date of the repayment of the Barrister Original Promissory Note to October 1, 2021, and restated all other provisions contained in the Barrister Original Promissory Note.  

Because Barrister has only minimal oil drilling and production operations, that can fund CoJax and Barrister operating costs or fund expanded oil exploration.  Wethe Company will have to raise fundingfunds to expand oil drilling on Barrister Oil Rights in order to obtain any significant oil production revenues. Adequate, affordable funding for oil drilling may not be available to a small oil production company with limited oil production and limited assets, other than oil reserves, especially in light of the economic and financial disruptions and uncertainties imposed by the ongoing Coronavirus/COVID-19 pandemic (“COVID-19 pandemic”), and the duration and scope of those disruptions and uncertainties being unpredictable as of the date of this prospectus. Until the development of an effective vaccine for Coronavirus/COVID-19 (“COVID-19”), which may or may not occur, COVID-19 pandemic may continue to inflict financial disruptions and economic uncertainties that disrupt or significantly decrease the demand for oil or the ability of small oil production companies to obtain necessary funding for expanded or existing oil drilling.

As an early development stage oil production company, and assuming completion of the acquisition of Barrister’s Membership Interests under the Barrister Agreement, our business could also be significantly harmed or undermined by a number of factors, including, without limitation, any of the following:

(1) Instability in oil market price and reduced demand for oil due to COVID-19 pandemic’s impact, production disputes between members of OPEC and resulting adverse economic conditions, all of which may reduce or eliminate demand for any future oil production by Barrister or make existing oil production unprofitable under then current market prices for oil. If oil production cannot be sold or sold on a profitable basis, Barrister would have to suspend or scale back oil production.  

(2) Competition and pricing pressure from the numerous domestic and foreign competitors – many of whom have significantly greater oil production capacity, financial resources, marketing resources, market share and distribution channels than Barrister and can withstand the financial and economic pressures of an unstable or erratic market for oil to a far greater extent than Barrister.  We may be unable to compete as a small niche producer of limited quantities of oil due to competition from numerous competitors for a possibly shrinking future demand for oil. 

(3) If we can fundestablish one or more deep drilling rigs and they are dry wells or unprofitable, we may be unable to fund future deep drilling and may be unable to establish a revenue-generating, profitable oil production operations. CoJax lacks the assets that are suitable or sufficient as collateral to attract working capital funding and the assets of Barrister consist mostly of oil reserves, which reserves may be insufficient to attract working capital funding.  Without additional funding, we will not be able to establish expanded oil drilling and production and a profitable oil production business. If we cannot establish profitable oil production operation, our business plan will fail.

(4) We are engaged in an industry that is facing a probable future reduction in demand for oil as a result of emerging, more efficient alternative fuels and “green” technologies and political and social pressure to reduce oil consumption due to concern about global warming and role of fossil fuels in global warming.  A continuing reduction in demand for oil could undermine our efforts to establish a profitable business by increasing competition among oil producers and our lack of resources to successfully compete in a more demanding, competitive market against numerous competitors with considerably more resources.

(5) Growing competition by electric or hybrid-powered vehicles and other means of transportation and auto manufacturers trending towards producing more electric vehicles – all of which means a reduced demand for oil as a fuel in the future from a major consumer of oil-based fuels.  Bloomberg News has projected, based on major auto manufacturers plans to emphasize electric vehicles, that electric powered passenger cars could outsell gasoline powered passenger cars as soon as 2040. China and European Union have enacted new regulations to require reduced CO2 emissions and these new regulations have spurred major investments in electric car production.  Volkswagen is investing $34 billion in electric car production.  General Motors Company has announced on its corporate website that it is committed to all electric powered vehicle future.

(6) The cost of being a public company reporting under the Exchange Act and limited or no revenues may undermine the efforts of CoJax to establish a revenue-generating, profitable business, if we cannot obtain affordable, adequate funding as required to sustain CoJax operations and also fund expansion of Barrister drilling. The projected cost of regulatory compliance by CoJax as an S.E.C. reporting company is $60,000 and this cost will likely increase to $200,000 or more if we become a NASDAQ-quoted public company. This regulatory compliance overhead is unlikely to be covered by existing oil production and will have to financed.  CoJax operations have been funded by personal loans from Jeffrey Guzy, but his ability to continue that funding in 2021 is limited and may be unavailable in 2021.

(7) Assumption of $2.7 million in debt upon consummation of and as part of the Barrister Agreement by CoJax will impose a competitive disadvantage by making CoJax a less attractive loan or investment opportunity. Based on prior experience in seeking funding since 2019, CoJax believes that a small oil production company with a limited history of operations, limited revenues and assets, assets consisting mostly of oil reserves and significant debt may be unable to attract required funding to sustain or expand operations.

(8) CoJax and Barrister will have greater exposure to liabilities from any expanded future oil drilling operations, and neither CoJax nor Barrister has liability insurance to cover those potential liabilities, which deficiency exposes CoJax and assets of Barrister to lender claims or levy.  While CoJax intends to seek liability insurance for CoJax and Barrister with net proceeds from this Offering, there is no assurance that CoJax can obtain affordable liability insurance that provides sufficient insurance under  industry standards for expanded oil drilling and production.  CoJax does not have a reserve to cover operational liabilities or cost of litigation.

(9) While Barrister has oil reserves based on engineering report, there is no guarantee that any expanded deep drilling rigs for Barrister Oil Rights will produce significant oil production or  profitable oil production, especially due to possibility of a dry well or drilling being unexpectedly expensive due to problems in drilling to the depth required to access any oil.

(10) Barrister relies on C.O.P. for day-to-day operations of oil production and would rely on C.O.P. or other contractors to run any future, expanded oil drilling operation. C.O.P. and any other engaged contractors may elect to work for better paying work with competitors, and Barrister may unable to replace those contractors without suspension or disruption of future oil drilling operations and resulting adverse financial and competitive impact on Barrister and CoJax. Neither CoJax nor Barrister has key man insurance or available cash reserves to fund replacement of key personnel in the event that any current members of management of CoJax or Barrister were unable or unwilling to continue

working.  CoJax does not intend to seek key man insurance due to need to fund operating overhead and expansion of oil drilling.

(11) Oil exploration and production is an inherently dangerous, potentially environmentally hazardous and labor-intensive industry with an enhanced chance of liabilities from death, personal injury, environmental or pollution related liabilities, or non-compliance with applicable federal, state or local laws and regulations.  Any expansion of oil drilling will increase the possibility of these liabilities being imposed on CoJax or Barrister. As of the date of this prospectus, CoJax or Barrister does not have cash reserves or insurance to cover the cost of any litigation by competitors, personnel, governmental authorities or other plaintiffs and the cost of litigating and the possible damages from litigation could undermine CoJax’s or Barrister’s financial viability;  

(12) CoJax common stock is not publicly traded and, as such, CoJax does not have access to public finance markets for funding, which funding may be required to fund operational overhead and any expansion of oil drilling if private or debt funding is not available.

(13) The ability of CoJax and Barrister Members to each rescind the Exchange under the Barrister Agreement if certain triggering events occur after the closing of the Exchange and thereby undo the acquisition of Barrister’s oil exploration and production operations may cause customers, potential sellers of oil and funding sources to elect not to do business with CoJax or Barrister, or decline to fund CoJax-Barrister expanded or existing oil drilling operations forexploiting the Barrister Oil Rights. This rescission right, even if conditional,Even with deep drilling rigs, Barrister Oil Rights may discourage investors or lenders from providing funding to CoJax due to the heightened risks imposed by the recission rights.

Rescission of the Exchange could also create potential liabilities from CoJax shareholders alleging breaches of fiduciary duties by CoJax management over the rescission of the Exchange, or third parties alleging the rescission of the Exchange damages them or violates an agreement with CoJax or Barrister, including customers, vendors, suppliers, employees or contractors of CoJax or Barrister.

RISK

FACTORS:In addition to considering the operational challenges listed above, investors need to carefully read and consider the Risk Factors starting at page 14 below and all other information set forth in this prospectus before deciding to invest in the Shares, including financial statements and related notes. 

INVESTING IN OUR COMMON STOCK IS HIGHLY RISKY SHOULD ONLY BE CONSIDERED BY INVESTORS WHO CAN AFFORD THE LOSS OF THEIR INVESTMENT AND A LACK OF LIQUIDITY. PUBLIC AUDITORS HAVE EXPRESSED A SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN IN PUBLIC AUDITOR’S REPORT FOR FINANCIAL STATEMENTS INCLUDED IN THIS PROSPECTUS. WE LACK REVENUE-GENERATING OPERATIONS AND THE CONSUMMATION OF THE PROPOSED ACQUISITION OF BARRISTER WILL NOT RESULT IN REVENUES SUFFICIENT TO FUND THE COMBINED OPERATING EXPENSES OF COJAX AND BARRISTER.  OUR COMMON STOCK IS NOT QUOTED OR TRADED IN ANY PUBLIC MARKET. READ CAREFULLY THE “RISK FACTORS” SECTION BELOW AT PAGE 14 OF THIS PROSPECTUS.

Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled “Risk Factors” immediately following this prospectus summary. These risks include, but are not limited to, the following: 

·We have no revenue-generating operations, and we have operating losses and no revenues to date.  We need to acquire oil exploration and production operations or companies in order to commence any revenue-generating operations.  While we are confident that we will consummate the Barrister Agreement, we have not consummated the Barrister Agreement as of the date of this prospectus.  Even if we consummate the Barrister Agreement, Barrister has minimal revenues due to limited drilling operations and production and will not make CoJax profitable without successful expansion of oil drilling and production.  

·We may not be able to obtain funding to meet our operating overhead costs or consummate any acquisition or expand Barrister oil drilling and production or otherwise attain revenue-generating operations.   

·Recent economic conditions in the credit markets and continued economic disruption imposed by the COVID-19 pandemic may adversely affect our ability to obtain funding for overhead as well as expand any future oil drilling operations that we may acquire.  Erratic market price for oil also dampens interest from funding sources in funding oil exploration and production by early-stage or small producers like CoJax and Barrister.  

·Oil prices are highly volatile, and lower prices will negatively affect our financial results when and if we have any substantial oil production operations.  If oil market prices fall below a level that allows us to produce oil on a profitable basis, we maybasis. We currently have no other potential acquisitions.  Under the Purchase and Sale Agreement, COP retained financial benefit of oil produced prior to suspend operations, and we may be unableon June 1, 2019, and Barrister owned all post-June 1, 2019, oil production.  Barrister had until August 31, 2019 to findchallenge any title defects affecting acquired assets, but has not asserted any 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 funding to recommence drilling operations.  The periodwarranty 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.

Capital Needs

One of the suspensionbiggest challenges facing the Company is the ability to raise adequate capital to develop and execute its business plan. As an early-stage development company and with limited oil production history of operations could be prolongedBarrister Oil Rights, the Company does not believe that it can raise funding for exploratory drilling rigs and we woulddeep drilling oil rigs.  We have no revenues during a suspension.  

·Drillingexplored third party debt and equity funding for oil is a speculative activityacquiring and involves numerous risks and substantial and uncertain costs that could adversely affect anyexpanding oil exploration and production, operation that we acquire, including Barrister. Despite promising oil reserve reports, it is possible to have unprofitable drilling operations due to cost of drilling, oil market prices, market demand, surplus oil in storage and dry holes. 

·If we acquire oil exploration and production leases and rights, including Barrister, then we will depend on successful exploration, development and acquisitions to maintain reserves and revenue in the future. We may be unable to achieve sustained profitable operations.  

·If we consummate the acquisition of Barrister under the Barrister Agreement, Barrister’s estimated reserves are based on many assumptions that may prove inaccurate. Any material inaccuracies in these reserve estimates or underlying assumptions will materially affect the quantities and present value of those oil reserves.   

·Any future oil drilling operations, including Barrister, would be scheduled out over several years, making them susceptible to uncertainties that could materially alter the occurrence or timing of their drilling.   

·A substantial percentage of Barrister’s proved reserves consist of undeveloped reserves.  Reserve reports are not assurance of actual oil production or profitable production.  

·Seismic studies used to determine oil reserves do not guarantee that hydrocarbons are present or, if present, will produce in profitable quantities. Reserve reports can be inaccurate. 

·We may experience difficulty in achieving and managing any future operations and growth, if any.   

·We may be unable to integrate the operations of any acquisitions successfully with our operations, and we may not realize all the anticipated benefits of the recent acquisitions or any future acquisition.  

·CoJax relies on our small senior management team, and the loss of a single member could adversely affect our operations.  We will rely on expertise of Barrister principals and contract operational personnel to conduct operations.  Barrister principals are not engaged in operating Barrister on a full time basis and may not be willing or available in the future to operate Barrister or monitor contract operational personnel and CoJax management lacks the experience to manage daily oil drilling operations without assistance of experienced personnel.  We lack funds or key man insurance to fund the replacement of key personnel.  

·We may not be able to keep pace with technological developments in the oil exploration and production industry, which inability may cause us to be unable to compete in the oil production industry.   

·Cyber-attacks targeting systems and infrastructure used by the oil and gas industry may adversely impact any future oil and gas exploration and production operations.   

·Governmental regulation and liability for environmental matters and changing consumer demand may adversely affect demand for oil and thereby adversely impact our proposed oil exploration and production business, and our future financial condition, and results of operations.   

·Certain U.S. federal income tax deductions currently available with respect to oil drilling and development may be eliminatedbut as a result of future legislation. That occurrence would make funding or investing in any future oil exploration and production operations less attractive to lenders and investors.   

·If oil market prices decrease, and we acquire Barrister under the Barrister Agreement or acquire other oil exploration and production leases and rights, we may be required to take write-downs of the carrying values of any acquired oil and gas properties.   

·Barrister Oil Rights are located in regions that make us vulnerable to risks associated with operating in one major contiguous geographic area, including, but not limited to, the risk of damage or business interruptions from hurricanes and climate changes. Strom activity in the Gulf States appears to be increasing in number and severity in the past five years. If so, storms may impose a heightened threat to our proposed, future oil production operations.  

·Unexpected subsurface conditions and other unforeseen operating hazards in drilling may adversely impact any acquired oil exploration and production activities by causing increased costs, or suspension or abandonment of drilling.   

·We may not be able to purchase insurance or adequate insurance to cover all of the risks and liabilities that we may face in oil drilling and production, and Barrister and other operators of prospective oil properties in which we participate may not maintain or may fail to obtain adequate insurance.  Lack of insurance exposes a company to potentially ruinous liabilities and judgments – many of those liabilities are unavoidable or not foreseeable. 

·Terrorist attacks aimed at energy operations or storage and distribution infrastructure could adversely affect any oil exploration and production business that we acquire or operate, including Barrister.   

·When and if our common stock is publicly traded, then the market price of our common stock may be volatile due to erratic oil market prices and lack of institutional investor and primary market maker support. When our common stock is publicly traded, it may be a “penny stock” and suffer the adversity of being a “penny stock,” which include: refusal of brokerage firms to accept the Shares for deposit or trading; inability to electronically transfer shares;  lack of primary market makers and institutional investors to protect stock market price from manipulation or adverse impact of day traders and other market manipulators; a lack of research analysts coverage and recommendations, which lack may discourage potential investors from considering investing in our common stock; being deemed as too risky by investors; and inability to attract instructional investors.   

·We do not intend to pay dividends on our common stock, and our ability to pay dividends on our common stock is restricted by state law and cash available for dividend distribution.   

·We may issue shares of preferred stock that could adversely affect the rights of holders of shares of our common stock.   Company intends to issue preferred stock to Jeffrey Guzy, our Chief Executive Officer and Chairman of the Board of Directors.  See “Capitalization” at page 45 below. 

·There is no public for our common stock and none may develop. 

Shares of

Common Stock

offered by us:6,000,000 shares of common stock offered at $2.00 per share (“Shares”).   

Shares 

outstanding 

after Offering:6,000,001 shares of common stock (assuming the sale of all Shares). If the Exchange is consummated, the shares outstanding after the sale of all the Shares and consummation of the Exchange would be 6,365,001. 

Shares 

outstanding 

Before the 

Offering:The issued and outstanding shares of common stock are one (1) as of the date of this prospectus.    

Use of 

Proceeds:The net proceeds from this Offering (less Offering expenses) will be used to pay general operating overhead of CoJax and for expansion of Barrister oil drilling operations.  See “Use of Proceeds” on page 71 below.  

Dividends: We do not anticipate paying any cash dividends on our common stock. See “Dividends” below atpage 48.  

Financial 

Performance:As of the date of this prospectus, we have no revenuesfirm commitments for funding. Our experience is that private funding for new drilling on oil leases and rights with limited production or revenue-generating operations. Even ifoperating history has been difficult to obtain on affordable terms in the past.

We filed a registration statement on a Form S-1 which was declared effective by the Commission on October 20, 2020 (the “Registration Statement”), in which we consummateregistered for sale and offered 6,000,000 shares of our Common Stock at a price of $2.00 per share (the “Primary Offering”). The Company intends to use proceeds from the shares sold in the Primary Offering for working capital and for our corporate operating overhead and to fund establishing at least one deep drilling rig for the Barrister Agreement, we anticipate operating at a loss until weOil Rights.  Our goal is to raise sufficient

capitalfunds in the Primary Offering pursuant to establish one or more deep oilthe Registration Statement to expand drilling rigs on thefrom Barrister Oil Rights and beginestablish a more robust cash flow and production history from Barrister Oil Rights in order to produceattract 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 on a profitable basis, if ever. 

Plan of 

Distribution:Our officersleases and director will sell the Shares without commissions. There is no underwriter or selling agent for this Offering. The Offering has no minimum-maximum sale requirements and no escrow of Offering proceeds.  CoJax will be able to use net proceeds upon the sale of those shares. See: “Plan of Distribution” on page 50 below.   

Listing 

and trading 

symbol:There is no public market for the common stock and no trading symbol for the common stockrights in Gulf State Drilling Region.  However, as of the date of this prospectus. We intendprospectus, we have raised only $53,000 in the Primary Offering.

Under the Restated Note, CoJax is required to seek quotation ofpay the common stock on NASDAQ capital Market upon meetingAssumed Debt by October 1, 2021, the necessary listing standards and within one year after the closing of the Barrister Agreement. Obtaining quotation of the common stock on NASDAQ Capital Market prior to June 16, 2021, is necessary to avoid a trigger event entitling Barrister’s former Members to rescind the Barrister Agreement and acquisition of Barrister under that agreement. We have not obtained the agreement of a broker-dealer to file an application in connection with the application for quotation of our common stock on a national securities exchange. We do not meet the listing standards for NASDAQ Capital Market asnew maturity date.  As of the date of this prospectus. Weregistration statement, CoJax does not have not filed an application for quotationthe funds, assets, or funding commitments as of to pay off the Assumed Debt. There is no assurance, especially in light of the common stockchaotic economic conditions imposed by COVID-19 pandemic on NASDAQ Capital Markets as of the date of this prospectus.  We do not intendU.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 seek quotation ofa secured lien held by COP under the common stock on The OTC Markets Group, Inc. QB tier or QX tier, but we may be forced to re-evaluate this position if we fail to obtain quotation of our common stock on NASDAQ Capital Market.  

COP Agreements.

Corporate Information

Information:CoJax is a Virginia corporation with its principalOur executive offices are located at 3033 Wilson Boulevard, Suite E605,E-605, Arlington, Virginia 22201, Telephone:and our telephone number is (703) 216-8606. The corporate website is under construction and should be fully functioning by September 30, 2020, at URL: http://www.cojaxoilandgas.com. CoJax is a reporting company under the Exchange Act. CoJax leases its principal executive offices on a month to month basis for rent

Implications of $50.00 per month from a business associate of CoJax. Being an Emerging Growth Company

Stock We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include:

Transfer

Agent:·Southern Stock Transfer Company, located at 1899 Lake Road, Suite 210, Hiram, Georgia 30141,a requirement to provide only two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure; 

·reduced disclosure about executive compensation arrangements; 

·no non-binding advisory votes on executive compensation or golden parachute arrangements; and 

·an exemption from the auditor attestation requirement in the assessment of internal control over financial reporting. 

We may take advantage of these provisions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company on the date that is the stock transfer agent for CoJax.  earliest of (i) the last day of the fiscal year in which we had total annual gross revenues of $1.07 billion or more; (ii) the last day of the year following the fifth anniversary of the date of the completion of our initial public offering; (iii) the date on which we had issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.

To the extent that we continue to qualify as a “smaller reporting company,” as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934 (the “Exchange Act”), after we cease to qualify as an emerging growth company, certain of the exemptions available to us as an emerging growth company may continue to be available to us as a smaller reporting company, including: (1) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act; (2) scaled executive compensation disclosures; and (3) the requirement to provide only two years of audited financial statements, instead of three years.

SUMMARY OF THE OFFERING

The following is a summary of the shares being offered by the Selling Stockholders:

The number of shares of our Common Stock that will be outstanding immediately after this offering is based on 4,096,751 shares of Common Stock outstanding as of June 23, 2021 and excludes 30,000 shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”); each share of the Series A Preferred Stock is convertible at the option of the holder thereof to ten (10) shares of Common Stock.

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, before making a decision to invest in our common stock. We have no revenue-generating operations astogether with all of the dateother information in this prospectus. If any of this prospectus and, even if we acquire Barrister, we will not have revenue generating operations that will fund CoJax and Barrister operating overhead. When we have revenue-generating operations,the following risks are realized, our business, operating results, financial condition, orresults of operations and prospects could be materially and adversely affected by anythe value of these risks and uncertainties. In that case, the trading price ofour common stock when and if publicly traded, could decline, and you mightmay lose all or part of your investment. Even when publicly traded, our common stock my lack the primary market makers and institutional investor support to allow sustained appreciation in market price or protect the common stock from volatility due to day traders or other downward market pressures. As an early development stage company with no public market for our common stock, there is a substantial risk of loss of investment and lack of liquidity. The risks and uncertainties discusseddescribed below are not the only ones we face.risks facing the Company. Risks could also harm our business, operating results, financial condition, or prospects, and uncertainties not currently known to us or that we currently do not believe are material, and these risks and uncertainties could result in a complete lossdeem to be immaterial also may materially adversely affect our business, financial condition, results of your investment. An instance of unforeseen circumstances is the COVID-19 pandemic and its significant and ongoing adverse impact on oil consumption and the market price for oil. As of the date of this prospectus, the duration and severity of the COVID-19 pandemic are uncertain and will remain so as long as there is no effective, widelyoperations and/or prospects.

available vaccine, which vaccine, according to many U.S. health officials, will not be widely available until probably mid or late 2021.  In assessing the risks and uncertainties described below, you should also refer to the other information contained in this prospectus, including our consolidated financial statements, pro forma financial statements, and the related notes thereto, before making a decision to invest in our Common Stock.

The following Risk Factors apply to CoJax’s business and financial affairs prior to the consummation of the Exchange, unless stated otherwise or the context indicates otherwise. Risk factors pertaining to Barrister or to CoJax with Barrister as a wholly owned subsidiary will expressly reference Barrister or CoJax’s oil exploration or production operations. References to “operating assets” means Barrister’s oil and gas exploration and production rights and drilling equipment. “You,” “your,” and “investor” refer to prospective investor. “We,” “our,” “us,” “CoJax,” and “Company” refer to CoJax Oil and Gas Corporation.  “CoJax-Barrister” refers to CoJax with Barrister as a wholly owned subsidiary and assumes consummation of the Barrister Agreement.  References to “consummation of Barrister Agreement” means the closing of that agreement in accordance with its terms, including consummation of the Exchange. WE HAVE NOT CONSUMMATED THE EXCHANGE OR BARRISTER AGREEMENT AS OF THE DATE OF THIS PROSPECTUS.

RISKS RELATEDRELATING TO OUR BUSINESS AND BARRISTER’S BUSINESSTHE INDUSTRY IN WHICH WE OPERATE

Public Auditors of CoJax have stated a substantial doubt about CoJax as an ongoing concern in the Fiscal Year 2019 Report of Independent Registered Public Accounting Firm, dated March 30, 2020, due to negative cash flow and negative working capital. The Those negative financial conditions persist and may not be remedied by acquisition of Barrister. Fiscal Year 2019 Report of Independent Registered Public Accounting Firm, dated March 30, 2020, is included in the financial statements to this prospectus.  Management concluded that factors raise substantial doubt about our ability to continue as a going concern. Company has suffered recurring losses from operations and has had no revenue generating operations since its incorporation and is subject to significant uncertainty with respect to its future and its ability to successfully implement its proposed business plan, even if the Barrister Agreement is consummated.  Our ability to continue operations as well as implement our business plan are both subject to raising sufficient working capital from investors or lenders in 2021. Our consolidated financial statements at December 31, 2019 and December 31, 2018, and for the periods then ended, were prepared assuming that we will continue as a going concern and accordingly, the accompanying financial statements in this prospectus do not include any adjustments that might be necessary should we be unable to continue as a going concern. However, we do not have adequate cash on hand to fund our anticipated expenses past the next 12 months without obtaining significant additional financing. We have relied on personal loans from our chief executive officer to fund CoJax overhead, but his ability and willingness to funding CoJax may not extend beyond 2020.  This raises substantial doubt about our ability to continue as a going concern. Such determination could materially limit our ability to raise additional funds through the issuance of debt or equity securities or otherwise. There is no assurance that sufficient financing will be available when needed to allow us to continue as a going concern.  The acquisition of Barrister will not remedy CoJax’s funding needs as revenues produced by Barrister drilling operations cover Barrister’s working capital needs and little if any more than those working capital needs. The perception that we may not be able to continue as a going concern may also make it more difficult to operate our business due to concerns about our ability to meet our contractual obligations as well as severely hamper our ability to raise additional, necessary working capital.

CoJax efforts in the past to raise working capital have been unsuccessful, including the effort to raise working capital in its initial public securities offering.  CoJax filed its initial public securities offering Form S-1 registration statement (Commission File Number 333-232845) (“I.P.O.”) on July 26, 2019 and it was declared effective by the Commission on August 12, 2019.  The I.P.O. registered 3 million shares of common stock for offer or sale, but CoJax was unable to sell any shares under the I.P.O. prior to the termination of the I.P.O. offering and CoJax has filed to deregister the shares offered under the I.P.O.  This Offering may also fail to raise any or sufficient working capital for necessary operating expenses of CoJax or expansion of Barrister oil drilling operations.

CoJax’s working capital needs will increase when and if CoJax obtains quotation of its common stock on NASDAQ Capital Markets due to costs associated with that quotation, including fees paid to NASDAQ Capital Markets and increased legal and accounting costs due to need to comply with NASDAQ regulation.  CoJax projects that its annual operating costs will increase by at least $100,000 in 2021 if CoJax is able to quote its common stock on NASDAQ Capital Market in 2021 and due to NASDAQ Capital Market fees and increased accounting and legal fees from being subject to NASDAQ regulation and investor relations and stock transfer costs.  Annual premium for directors and

officers liability insurance could add an additional $120,000 or more to annual 2021 overhead for CoJax.  CoJax has not obtained quotes on general liability insurance for enhanced oil drilling operations and a deep drilling oil rig, but the cost of that insurance coverage may be prohibitively expensive.

The impact of COVIOD-19 pandemic and volatility of market price for oil in 2019 and 2020 further hamper efforts to raise additional working capital by creating economic uncertainty and heightened risks in lending or investing in oil production.

Our ability to continue as a going concern is contingent upon, among other factors, the sale of Shares in this Offering or obtaining alternative debt or equity financing. We cannot provide any assurance that we will be able to raise necessary working capital for CoJax operating overhead and expansion of Barrister drilling operations. If we are unable to secure this additional capital, we may be required to suspend operations as CoJax-Barrister operations are already being run to minimize operating costs. It is not possible for us to predict at this time the potential survival of CoJax-Barrister business. The potential future revenue and income of our proposed CoJax-Barrister operations are currently unknown, as is the impact of Barrister as a wholly owned subsidiary of CoJax on CoJax efforts to raise additional working capital.  Barrister’s revenues are limited and dedicated to pay for Barrister operations.  We do not believe that Barrister revenues would be sufficient to be used for CoJax overhead working capital needs.  If we cannot continue as a viable entity, you would lose all or most of your investment in the Shares and Barrister may be sold or, if the Exchange is rescinded in accordance with the Barrister Agreement, lost as a CoJax subsidiary.  

Under the Barrister Agreement, CoJax and Barrister’s Members (jointly but not severally) each have the right to rescind the Exchange after the closing of the Exchange if certain triggering events occur.  Any rescission of the Exchange after its closing could have significant adverse consequences for CoJax and Barrister.  The existence of the rescission rights could hinder efforts of CoJax to fund any expansion of oil exploration and production operations or discourage investor investment in the Offering. CoJax will have the right to rescind the Exchange prior to July 1, 2021 (“Rescission Deadline”) upon the occurrence of any of the following:  (a) any former Member of Barrister files a petition for protection from creditors under any chapter of the U.S. Bankruptcy Code, and that petition is not withdrawn within sixty (60) days, or a receiver or other liquidating officer is appointed for substantially all of the assets or business of a Member,  (b) or if Barrister makes an assignment for the benefit of creditors of all or substantially all of its operating assets; or (c) if CoJax does not acquire 100% of Membership Interests of Barrister in the Exchange at the closing of the Barrister Agreement. 

Rescission Rights of Barrister Members. Barrister’s post-Exchange Members who will become shareholders of CoJax in the Exchange will have the right to jointly, but not severally, rescind the Exchange upon occurrence of any of the triggering event prior to the expiration of the Rescission Period: (a) CoJax files a petition for protection from creditors under any chapter of the U.S. Bankruptcy Code and that petition is not withdrawn within sixty (60) days; or (b) CoJax is declared insolvent by a court of competent jurisdiction, or CoJax’s Board of Directors approves a plan of complete liquidation; or (c) if CoJax has not been issued a trading symbol for its Common Stock by Financial Industry Regulatory Authority or “FINRA” within ninety (90) days of the consummation of the closing of the Barrister Agreement; or (d) if CoJax’s Common Stock has not been listed on: the New York Stock Exchange or NYSE American Exchange; or quoted on NASDAQ Capital Markets; or quoted or listed on any successor market to the foregoing, by the first annual anniversary of the effective date of the Barrister Agreement.

CoJax intends to seek quotation of its common stock on the NASDAQ Capital Markets in 2021.  CoJax may not meet NASDAQ Capital Markets standards for quotation of stock or be approved for quotation of its common stock on NASDAQ Capital Markets by the deadlines imposed under the Barrister Agreement and that occurrence would allow the Barrister Members, if they act jointly, to rescind the Exchange and terminate CoJax’s ownership of Barrister.

With the specter of a post-Exchange rescission, investors may not invest in this Offering and lenders or other investors are more likely to refuse to provide funding to CoJax or Barrister due to the uncertainty of continuity of operations as CoJax-Barrister.  Further, rescission of the Exchange could expose CoJax and Barrister to potential liabilities from following lawsuits or other legal proceedings: (1) public CoJax shareholders suing and alleging the rescission violates fiduciary duties of management, (2) CoJax or Barrister being sued over liabilities resulting from the rescission of the Exchange, and (3) third party lawsuits based on the rescission of the Exchange causing breaches of contractual obligations of CoJax, Barrister or CoJax-Barrister, which third parties could include vendors, suppliers, contract workers or customers. CoJax could also face possible environmental liabilities over Barrister operations while CoJax was the sole Member of Barrister.

Any rescission of the Exchange would result in Barrister no longer being an operating subsidiary of CoJax and, as such, CoJax losing its oil exploration and production operations and revenues and Barrister Oil Rights, and return Barrister to being privately held company without the benefit of being part of a public company. Rescission of the Exchange may also impose additional transaction, legal, and accounting costs on CoJax, which costs could be significant or beyond the immediate ability of CoJax to pay. 

The closing of the Barrister Agreement is subject to conditions.  While CoJax expects all conditions to the closing of the Barrister Agreement to be satisfied by October 15, 2020, or shortly thereafter, any failure to close the Barrister Agreement and Exchange in a timely manner or at all could have material adverse impact on CoJax and Barrister. The completion of the Exchange and closing of the Barrister Agreement are subject to a number of conditions. If the Exchange is not completed under the Barrister Agreement, then CoJax’s and Barrister’s respective ongoing businesses, financial condition, financial results and, if publicly traded, the stock prices of the CoJax common stock may be materially adversely affected and, without realizing any of the benefits of having completed the Exchange. If the Exchange is not consummated, then CoJax and Barrister will be subject to a number of risks, including the following:

·CoJax may not qualify for quotation of its common stock on NASDAQ Capital Market;  

·CoJax may not be able to find a party willing to enter into a transaction on terms equivalent to or more attractive than the terms in the Barrister Agreement;  

·Time and resources committed by CoJax’s and Barrister’s respective management to matters relating to the Barrister Agreement. 

If the Barrister Agreement is consummated, the CoJax will assume a $2.7 Million Promissory Note issued by Barrister to acquire Barrister Oil Rights - the “Assumed Debt.”  The Assumed Debt is secured by the Barrister Oil Rights and evidenced by a promissory note issued to C.O.P., who was the prior owner of those rights. The Assumed Debt is due and payable in a lump sum on July 1, 2021 (maturity date). If the Exchange is consummated, then CoJax will assume the Assumed Debt and CoJax will have to raise money or restructure the Assumed Debt to avoid a default under the promissory note for the Assumed Debt and do so by July 1, 2021. A default under the promissory note could result in litigation causing the bankruptcy or insolvency of CoJax-Barrister.  Any default on the Assumed Debt could result in the levy on and subsequent loss of Barrister Oil Rights. There is no assurance given that CoJax can pay off or restructure the Assumed Debt and avoid the potentially catastrophic financial consequences of a default.  The raising of funds to pay off the Assumed Debt is a potentially daunting task under current and projected economic and oil industry conditions imposed by the ongoing COVID-19 pandemic and disruptive impact of possible production disputes among members of OPEC (especially Saudi Arabia and Russia), both of which cause erratic and depressed global and domestic market prices for oil.  The drop in consummation of oil due to the COVID-19 pandemic has also resulted in oil inventory surpluses that have lowered the global and domestic market price for oil.  It is uncertain if C.O.P. would agree to restructure the Assumed Debt as of the date of this prospectus or prior to maturity date of the promissory note.  There is no certainty about when the adverse impact of the COVID-19 epidemic will end, especially since some U.S. Government health officials have stated that an effective vaccine may not be widely available until mid or late 2021. Neither CoJax nor Barrister has the funds, liquid assets, or funding commitment to pay off the Assumed Debt as of the date of this prospectus. There is a substantial risk of business failure posed by the Assumed Debt to CoJax if CoJax assumes it and if the Assumed Debt cannot be paid off or restructured prior to July 1, 2021. 

The Assumed Debt could impose other risks on CoJax and CoJax-Barrister, including, but not limited to: 

·Increasing its vulnerability to general adverse economic and industry conditions by making CoJax-Barrister less financially attractive to lenders and investors or increasing the lending or investment risk of CoJax-Barrister to a point where it fails to meet lending criteria or investor risk limits;  

·Limiting its flexibility in planning for, or reacting to, challenges and opportunities, and changes in its businesses and the markets in which it operates, by limiting cash available for revenue-generating operations or acquisition of new oil exploration and production leases and rights;  

·Limiting its ability to obtain additional, necessary financing to funding for working capital, capital expenditures, acquisitions, and debt service requirements and other financing needs; and  

·Placing it at a competitive disadvantage to competitors that have less debt or greater cash flow and are seeking oil-drilling/production financing or funding.  

CoJax senior officers are not experienced in the management of oil and gas exploration and production operations and may be inadequate or ill-equipped to successfully manage a public company with oil drilling and production operations. While CoJax’s senior officers are experienced business executives and Jeffrey Guzy, CoJax’s sole director and Chief Executive Officer, has prior experience as an executive for public companies and as a director of public companies, and Mr. Guzy was previously a senior executive of a private company that owned C.O.P., he was not involved and is not experienced in the daily operational management of oil exploration and production operations.  The oil and gas production industry presents unique challenges to the management of a public company in that industry. Such challenges include understanding the complex federal, state and local regulations and laws governing or affecting oil and gas drilling and production; understanding the complexities of selling crude oil in the global crude oil market, including hedging strategies; successfully developing a small oil drilling and production company in any industry with numerous domestic and foreign competitors, most of whom have significantly greater: financial resources; market share and power; distribution channels; production and storage capacity as well as far greater oil reserves under control or ownership;  more experienced and numerous management and operations personnel; access to necessary drilling and production equipment; ability to navigate and hedge against erratic global market for crude oil; financial reserves that allows the competitor to survive suspension of operations and inability to sell oil production at all or at a price that generates acceptable profit margins; influence over customers, distributors of oil, regulators and legislators; and ability to successfully plan and prepare for changes in oil and gas industry due to: emergence of non-fossil fuel means of transportation, especially electric power vehicles; legislative and regulatory changes caused by concerns over global warming and pollution in general and a desire to reduce use of fossil fuels, especially oil; impact of COVID-19 pandemic in 2020 and 2021 and future years if COVID-19 is a reoccurring or seasonal virus without an effective, long lasting vaccine; emergence of new virus pandemics with greater lethality and contagion than COVID-19; changes in political party in control of Executive and Legislative Branches of the U.S. Government and their legislative and regulatory agenda for oil and gas and climate control; and other future circumstances or developments that are not foreseeable as of the date of this prospectus. 

Since none of the CoJax senior officers are experienced in management of oil exploration and production companies, CoJax management will rely on the guidance of Jeffrey Delancey, who is a member of Barrister on a part-time basis and is an experienced oil exploration and production executive at the public company level.  Further, CoJax will rely on experienced contractors, like C.O.P., and Barrister’s other principals to conduct CoJax-Barrister’s day-to-day oil drilling and production operations.  This reliance on Barrister principals and contractors, especially with Mr. Delancey and other Barrister principals not being working on a full-time basis on Barrister matters, makes CoJax vulnerable to the adverse impact of the loss Mr. Delancey’s experience and participation in management.  None of the other principals of Barrister may be suitable or willing to replace Jeffrey Delancey as an operational manager of Barrister, especially since they have other business obligations and. interests. If CoJax expands oil production or acquires new oil exploration and production rights and leases, then CoJax-Barrister would in all likelihood have to engage additional, experienced contractors or employ a full time oil drilling and production operational executive or manager to handle the increased oil drilling and production.  The funds for an expanded management team would have to come from the net proceeds of this Offering or other funding sources. If CoJax and Barrister do not engage adequate, experienced managers and officers when and if oil production expands, this deficiency may adversely impact the ability of CoJax and Barrister to manage its operations. As such, CoJax and Barrister management may be unable to efficiently manage and operate any expanded, significant oil production and CoJax-Barrister may not develop a profitable, sustainable oil production business.

This Offering, if successful in selling all or most of the Shares, the net Offering proceeds may not be sufficient to fund all of the necessary working capital needs of CoJax and CoJax-Barrister. CoJax estimates that it requires at least $500,000 for CoJax overhead in 2021, including estimated insurance premiums, accounting/legal costs and personnel costs, NASDAQ Capital Market fees.  Based on anecdotal evidence and industry sources, CoJax believes that establishing a deep drilling rig will cost at least $60,000 and drilling to 10,000 feet will cost at least $2,200,000.  Actual costs may exceed these estimates due to changing economic, market, regulatory and other conditions and factors.  This Offering may not produce sufficient working capital for CoJax-Barrister working capital needs unless the entire 6 million Shares are sold and sold in time to fund working capital needs as they arise. If the Offering fails to raise sufficient funding, CoJax-Barrister will be forced to seek other funding, which funding, especially debt financing, may impose restrictions on operations or be so costly as to severely limit potential profitability of CoJax-Barrister oil production, or be unavailable in sums and in time to meet CoJax-Barrister’s needs.  The I.P.O. of CoJax failed to raise any working capital. If this Offering fails to raise sufficient working capital as needed, CoJax may be unable to fund the expansion of Barrister oil drilling operations or pay for CoJax’s operating costs.  

CoJax has no operating history with revenue-generating operations, and Barrister has a limited history of owning and operating oil and gas exploration and production operations.  operationsCoJax was formed.  

Since its incorporation in November 2017, andCoJax has never had any revenue-generating operations. Further,Although we acquired Barrister’s business pursuant to the Acquisition on November 17, 2020, Barrister’s drilling operations are minimal and commenced in 2019.  There is insufficient operating history for an investorinvestors to adequately evaluate these companies as an oil and gas production company, either combined or as separate entities. While Barrister Oil Rights have a longer history of production, that history was minimal in terms of production and does not reveal the potential oil production and profitability of Barrister Oil Rights. The lack of operating history increases the risk of investing in the Shares.shares of our Common Stock.  Further, the lack of a more extensive operating history may discourage lenders or funding sources from providing working capital to CoJax or Barrister.  There is no assurance that the Barrister Oil Rights will produce oil on a profitable basis, even with deep drilling rigs.  Investors should carefully consider the lack or operating history of CoJax and Barrister and the lack of any significant oil production from the Barrister Oil Rights prior to making an investment decision aboutto invest in the Shares.Company.

We are entering a highly competitive and highly capital-intensive industry, and any oil production may be insufficient to fund, sustain, or expand revenue-generating operations.   

The oil drilling exploration and production business are capital intensive due to the cost of experienced personnel; equipment and other assets required to drill, produce and store oil; regulatory compliance costs; potential liability exposures and financial impact; and risk of unpredictable volatility in oil market prices and predatory pricing by competitors.  Drilling requires an upfront payment of operational costs with no guarantee that actual oil production will cover such expenses.  “Dry” holes for the first and/or second oil wells could deplete any available funding raised by the Company and render the Company insolvent. The actual amount and timing of our future capital expenditures may differ materially from our estimates as a result of, among other things, market oil prices, actual drilling results, the availability of drilling rigs and other services and equipment, and regulatory, technological, and competitive developments.  Neither CoJax nor Barrister has cash flow or cash reserves sufficient to fund more extensive and deep drilling on Barrister Oil Rights.  While we will seek such funding, there can be assurances that we can obtain funding that will be sufficient to fund deep drill wells, which are needed to produce any significant levels of oil production.  

Future cash flow from our operations and access to capital are subject to a number of variables, including: (i) the market prices at which our oil production is sold; (ii) our proved reserves; (iii) the level of hydrocarbons we can produce from any future oil wells; (iv) our ability to acquire, locate and produce new oil reserves; (v) the levels of our operating expenses; (vi) reduction and stabilization of the impact of COVID-19 pandemic’s ongoing disruption of and reduction in the U.S. and global demand for oil.  

Due to our contractor model of operations, we will be vulnerable to any inability to engage or retain qualified operational personnel for new or existing drilling operations.

Our operation plan depends on a teaming/contractor approach to operate oil rigs.  We may be unable to locate or retain a sufficient number of qualified independent contractors to operate a new or existing oil rigs.  Finding and engaging qualified independent contractors will be essential to commencing, expanding, and sustaining drilling operations. Since we will, in all likelihood, depend on one or two new oil rigs at the start of operations after raising sufficient working capital, any inability to engage or retain qualified independent contractors would be potentially fatal to our efforts to establish increased revenue-generating operations. The use of independent contractors also poses the risk of such personnel leaving for more lucrative opportunities with competitors or other oil producers. Many of our competitors can afford more lucrative compensation packages for qualified personnel. We lack the resources to effectively compete against larger competitors for operational personnel, especially against competitors with liquid public markets for their capital stock and the ability to offer attractive stock-based incentive compensation.

Loss of key operational personnel could cause suspension of any expanded drilling operations.  

The Company does not have difficulty managing growthkey-man insurance or the available cash to easily employ or engage experienced, full time outside senior management personnel. The loss of key personnel, including operational personnel of COP used to manage Barrister’s oil production business, or COP’s refusal to continue to manage Barrister oil drilling and production, could undermine the Company’s ability to manage operations and implement the Company’s business plan. 

If Barrister produces oil on a more extensive and regular basis from enhanced drilling operations, the marketability of oil production will be dependent upon transportation and other facilities, certain of which Barrister does not control. If these facilities are unavailable, our operations could be interrupted, and our revenues reduced.

The marketability of oil production will depend upon the availability, proximity, and capacity of transportation facilities owned by third parties. Any oil production will be transported from the wellhead to gathering systems. The oil is then transported by the purchaser by truck or other means to a transportation facility. Neither CoJax nor Barrister will control most of these third-party transportation means and facilities, and access to them may be limited or denied. If in our business, which couldthe future, the Company is unable, for any sustained period, to implement acceptable delivery or transportation arrangements or encounter production related difficulties, it may be required to shut in or curtail production. Any such shut-in or curtailment, or an inability to obtain favorable terms for delivery of the oil produced, would materially and adversely affect our efforts to attain or sustain revenues from operations and improved future financial condition and results of operations. 

With any expanded oil exploration and drilling, we will eventually need to replace existing oil reserves with new oil reserves and develop those oil reserves. Failing that, oil reserves and production will decline, which would adversely affect future cash flows and results of operations.  As an early

Once we increase oil production, then producing oil reservoirs generally will be characterized by declining production rates that vary depending upon oil reservoir characteristics and other factors. Unless the Company conducts successful ongoing exploration and development stage company, growthactivities or continually acquires properties containing proved reserves, proved reserves would decline as those reserves are produced. Future reserves and production, and therefore future cash flow and results of operations, are highly dependent on the success in accordance withefficiently developing current reserves and economically finding or acquiring additional recoverable oil reserves. We may not be able to develop, find, or acquire sufficient additional reserves to replace our business plan, if achieved, could place a significant strain on our financial, technical, operational,current and management resources. As we expand our activities and increase the number of projectsfuture production. If we are evaluatingunable to replace current and future oil production, the value of existing reserves will decrease, and business, financial condition, and results of operations would be materially and adversely affected.

Seismic studies do not guarantee that oil or hydrocarbons are present or, if present, will produce in economic quantities.

Oil exploration and production companies, like we are, rely on seismic studies to assist in assessing prospective drilling opportunities on oil and gas properties, as well as on properties that a company may acquire. Such seismic studies are merely an interpretive tool and do not necessarily guarantee that hydrocarbons are present or, if present, will produce in economic or profitable quantities.

A substantial percentage of Barrister’s proved reserves consist of undeveloped reserves.

As of the end of the 2020 fiscal year, approximately 95% of Barrister’s proved reserves were classified as proved undeveloped reserves. These reserves may not ultimately be developed or produced. As a result, we may not find commercially viable quantities of oil and natural gas, which in turn may have a material adverse effect on Barrister’s results of operation.

The potential lack of availability of, or cost of, drilling rigs, equipment,supplies, personnel, and crude oil field services could adversely affect our abilityto execute on a timely basis exploration and development plans within any budget. 

We may encounter an increase in the cost of securing needed drilling rigs, equipment, and supplies. Larger producers may be more likely to secure access to such equipment by offering more lucrative terms.  If we participate, thereare unable to acquire access to such resources or can obtain access only at higher prices, its ability to convert oil reserves into cash flow could be delayed, and the cost of producing from those oil reserves could increase significantly, which would adversely affect results of operations and financial condition.  Barrister’s current drilling operations are limited, and availability of essential drilling assets may not become a risk factor until such time as we increase drilling operations. 

Any sustained decline in oil market prices could adversely affect the Company’s business, financial condition, results of operations and its ability to meet capital expenditure obligations and financial commitments. 

The prices the Company receives for oil production will heavily influence revenues, any profitability, access to capital, future rate of growth, and carrying value of oil production properties. Oil is a commodity, and its price may fluctuate widely in response to relatively minor changes in the supply of and demand for oil and market uncertainty. If the Company is unable to obtain needed capital or financing on satisfactory terms, its ability to develop future reserves will be additional demands on our financial, technical, operational, and management resources. The failureadversely affected. If drilling operations are curtailed, then the Company may be unable to continue to upgradehold leases and drilling rights that are scheduled to expire, which may further reduce oil reserves. As a result, a substantial or extended decline in commodity prices may materially and adversely affect future business, financial condition, results of operations, liquidity, and ability to finance planned capital expenditures.

Historically, oil prices have been volatile due to sensitivity to political and economic developments or crises. The prices we receive for oil production, and the levels of oil production, depend on numerous factors beyond our technical, administrative, operating,control, which include worldwide and financial control systemsregional economic conditions impacting the global supply and demand for oil and the impact and duration of the effect of the COVID-19 pandemic in the U.S. and elsewhere.  The continuing spread of COVID-19 pandemic has the potential to undermine our plans to try to establish a sustainable oil production business.  

Other factors include:

•the level of domestic and foreign supplies of oil; 

•the price and quantity of foreign imports of oil and impact on U.S. oil producers 

•political and economic conditions in or the occurrences of unexpected expansion difficulties,affecting other oil-producing regions or countries, including the failure to recruitMiddle East, Africa, South America and retain experienced managers, geologists, engineers,Russia, which can affect global oil market price 

•actions of the OPEC, its members and other professionalsstate-controlled oil companies relating to oil price and production controls, especially production disputes between Saudi Arabia and Russia, who often have different goals 

•the level of global exploration, development, and production of oil 

•the proximity, capacity, cost, and availability of oil gathering and transportation facilities; · 

•localized and global oil supply and demand fundamentals and transportation availability 

•the cost of exploring for, developing, producing and transporting oil which cost may go up due to oil storage surpluses created by COVID-19 pandemic 

•weather conditions and other natural disasters, and storms in the Gulf States Drilling Region appear to increase in intensity due to global warming and in the past five years 

•technological advances affecting oil consumption, especially the growing production of electric-powered cars, trucks, and buses 

•the price and availability and consumer demand for alternative fuels to oil and reduction in use of products that are made from oil, especially certain plastics, which demand is fueled by environmental concerns 

•expectations about future commodity prices, which is unpredictable due to inability to forecast the duration and scope of impact of COVID-19 pandemic 

•climate control legislation that increases the cost and lowers the demand for oil by providing incentives and tax benefits for use of non-oil fuels, and 

•impact of existing U.S. federal, state and local and non-U.S. governmental regulation and taxes. 

Barrister has a limited customer base for its oil production due to its limited oil production and operating history.  The cost of and difficulty in expanding the customer base for increased production from the Barrister Oil Rights is unknown.  

We can only determine the cost and difficulty of expanding Barrister’s customer base based on actual oil production and then current market conditions and demand for oil.  As such, we cannot predict the cost and ease or difficulty of selling increased oil production from Barrister Oil Rights.  This unknown factor in commercially exploiting any increased oil production from the Barrister Oil Rights increases the risk of investing in the shares of the Company because it renders uncertain a key factor in future profitability of CoJax-Barrister.  

Participants in the oil and natural gas industry whetherare subject to numerous laws that can affect the cost, manner or feasibility of doing business.

Exploration and production activities in the oil and gas industry are subject to various laws and regulations. Any oil and gas exploration and production operated by CoJax-Barrister are or may become subject to numerous environmental and occupational health and safety laws and regulations that may be imposed domestically at the federal, regional, state, and local levels. The more significant of these environmental and occupational health and safety laws and regulations include the following:

•·The U.S. Clean Air Act, which restricts the emission of air pollutants from many sources and imposes various pre-construction, operational, monitoring, and reporting requirements, and that the Environmental Protection Agency or “EPA” has relied upon as contractorsauthority for adopting climate change regulatory initiatives relating to Green House Gases or “GHG” emissions.   

•·The U.S. Federal Water Pollution Control Act, also known as the federal Clean Water Act, which regulates discharges of pollutants from facilities to state and federal waters and establishes the extent to which waterways are subject to federal jurisdiction and rulemaking as protected waters of the United States 

•·The U.S. Oil Pollution Act of 1990, which subjects owners and operators of vessels, onshore facilities, and pipelines, as well as lessees or permittees of areas in which offshore facilities are located, to liability for removal costs and damages arising from an oil spill in waters of the United States 

•·The U.S. Comprehensive Environmental Response, Compensation and Liability Act of 1980, which imposes liability on generators, transporters, and arrangers of hazardous substances at sites where hazardous substance releases have occurred or are threatening to occur   

•·The U.S. Resource Conservation and Recovery Act, which governs the generation, treatment, storage, transport, and disposal of solid wastes, including hazardous wastes 

•·The U.S. Safe Drinking Water Act (“SDWA”), which ensures the quality of the nation’s public drinking water through the adoption of drinking water standards and control over the injection of waste fluids into below-ground formations that may adversely affect drinking water sources 

•·The U.S. Emergency Planning and Community Right-to-Know Act, which requires facilities to implement a safety hazard communication program and disseminate information to employees, local emergency planning committees, and response departments on toxic chemical uses and inventories 

•·The U.S. Occupational Safety and Health Act, which establishes workplace standards for the protection of the health and safety of employees, including the implementation of hazard communications programs designed to inform employees about hazardous substances in the workplace, potentially harmful effects of these substances, and appropriate control measures 

•·The U.S. Endangered Species Act, which restricts activities that may affect federally identified endangered and threatened species or their habitats through the implementation of operating restrictions or a temporary, seasonal, or permanent ban in affected areas 

•·The U.S. National Environmental Policy Act, which requires federal agencies, including the Department of the Interior, to evaluate significant agency actions having the potential to impact the environment and that may require the preparation of environmental assessments and more detailed environmental impact statements that may be made available for public review and comment 

•·U.S. Department of Transportation regulations, which relate to advancing the safe transportation of energy and hazardous materials and emergency response preparedness. 

These environmental and occupational health and safety laws and regulations, including new or amended legal requirements, are expected to have a considerable impact on any expanded CoJax-Barrister operations in terms of compliance costs. 

In addition, regional, state, and local jurisdictions in the United States where CoJax-Barrister operates or may operate also have, or are developing or considering developing, similar environmental and occupational health and safety laws and regulations governing many of these same types of activities. The State of Alabama has extensive operation and licensing laws for oil drilling.  The State Oil and Gas Board of Alabama is a regulatory agency of the State of Alabama with the statutory charge of regulating oil exploration and production, including preventing waste and promoting the conservation of oil and gas while ensuring the protection of both the environment and the correlative rights of owners. This board is granted broad authority in Alabama oil and gas conservation statutes to promulgate and enforce rules and regulations to ensure the conservation and proper development of Alabama's petroleum resources.  We will rely on consultants and local legal counsel for compliance with state regulatory regime. 

Failure to comply with these laws and regulations may result in the suspension or termination of our operations and subject us to administrative, civil, and criminal penalties. Moreover, new laws and regulations may be enacted, and current laws and regulations could change, or their interpretations could change, in ways that could substantially increase our costs. The occurrence of any of these factors, or the continuation thereof, could have a material adverse effect on our business, financial condition andposition, or future results of operations.

This regulatory scheme also poses the risk of government civil and criminal actions and private citizen civil lawsuits against Barrister and CoJax.

Under these and other laws and regulations, we could be liable for personal injuries, property damage and other types of damages. There are environmental laws that provide for citizen suits, which allow private entities to act in the place of the government and sue operators for alleged violations of environmental law. Neither CoJax nor

Barrister has insurance covering environmental and occupational health and safety risks, and any insurance may not cover penalties or fines that may be issued by a governmental authority.  Both Barrister and CoJax lack insurance to cover potential violations and resulting liabilities for environmental and occupational health and safety laws and regulations as well as claims for damages to property or persons or imposition of penalties resulting from CoJax’s or Barrister’s operations.

Terrorist attacks aimed at energy operations and our ability to timely execute our business plan.  Our ability to succeed depends in part on the ability of CoJax and Barrister management to handlecould adversely affect Barrister’s or any growth infuture oil drillingexploration and production business.

The continued threat of terrorism and add qualified personnelthe impact of military and retain qualified personnel as any growth requiresother government action have led and may lead to competently managefurther increased volatility in prices for oil and natural gas and could affect these commodity markets or the growth.  If we are unable to manage growth and its challenges, then CoJax-Barristerfinancial markets. The U.S. government has issued warnings that energy assets may never be a profitablefuture target of terrorist organizations. These developments have subjected our oil and natural gas operations to increased risks. Any future terrorist attack on facilities used by Barrister or sustainable enterprise.other future oil exploration and production operations, those of such operations’ customers, the infrastructure used for transportation of oil, and, in some cases, those of other energy companies, could have a material adverse effect on Barrister or CoJax.

Risks Related to the Acquisition of Barrister and the Obligations of the Assumed Debt

We may incur losses as a result of title defects in the properties in which we invest.  

It is the normal practice in oil and gas exploration industry for the person or company acting as the operator of the oil rig or well to obtain a preliminary title review to ensure there are no obvious defects in title to the well. Frequently, as a result of such examinations, certain curative work must be done to correct defects in the marketability of the title, and such curative work entails expense. Our failure to cure any title defects may delay or prevent us from utilizing the associated mineral interest, which may adversely impact our ability in the future to increase production and reserves. Additionally, undeveloped acreage has greater risk of title defects than developed acreage. If there are any title defects or defects in the assignment of leasehold rights in properties in which we hold an interest, we will suffer a financial loss.

Under the C.O.P. Agreements, Barrister had until August 31, 2019, to assert any title defects for the Barrister Oil Rights, and Barrister asserted no such title defects.  If there are title defects to the Barrister Oil Rights, then Barrister has effectively waived the right to object and would have no recourse for the financial consequences of any title defects. As such, CoJaxthe Company may have no recourse if the Barrister Oil Rights have any title defects that prevent oil exploration and production.  

With respect to futureFuture acquisitions of oil and gas exploration and production rights and leases, after the acquisition of Barrister, if any, those rights and leases may not produce oil as projected, and we may be unable to determine reserve potential, identify liabilities associated with the properties that we acquire or obtain protection from sellers or lessors against such liabilities. 

Acquiring oil and natural gas exploration and production rights and leases requires us to assess reservoir and infrastructure characteristics, including recoverable reserves, development and operating costs, and potential environmental and other liabilities. This review will not necessarily reveal all existing or potential problems. In the course ofDuring our due diligence, we may not inspect every well or pipeline. We cannot necessarily observe structural and environmental problems, such as pipe corrosion, when an inspection is made. We may not be able to obtain contractual indemnities from the seller or lessors for liabilities created prior to our purchase or lease of the property. We may be required to assume the risk of the physical condition of the properties in addition to the risk that the properties may not perform in accordance with our expectations.  These risks could render unprofitable our drilling operations and significantly impact the overall financial performance and condition of the Company.

The existence by each of CoJax and the former members of Barrister of the right to rescind the Exchange upon certain triggering events could hinder our efforts to raise capital and to fund our operations.

CoJax has the right to rescind the Exchange prior to July 1, 2021 upon the occurrence of any of the following:  (a) any former Member of Barrister files a petition for protection from creditors under any chapter of the U.S. Bankruptcy Code, and that petition is not withdrawn within sixty (60) days, or a receiver or other liquidating officer is appointed

for substantially all of the assets or business of a Member or  (b) if Barrister makes an assignment for the benefit of creditors of all or substantially all of its operating assets.

Barrister’s former owners, who are current shareholders of the Company, also have the right to jointly, but not severally, rescind the Exchange upon occurrence of any of the triggering event prior to July 1, 2021: (a) CoJax files a petition for protection from creditors under any chapter of the U.S. Bankruptcy Code and that petition is not withdrawn within sixty (60) days; (b) CoJax is declared insolvent by a court of competent jurisdiction, or CoJax’s Board of Directors approves a plan of complete liquidation; or (c) if CoJax has not been issued a trading symbol for its Common Stock by Financial Industry Regulatory Authority or “FINRA” within ninety (90) days of the consummation of the closing of the Exchange; or (d) if CoJax’s Common Stock has not been listed on: the New York Stock Exchange or NYSE American Exchange; or quoted on Nasdaq Capital Market; or quoted or listed on any successor market to the foregoing, by the first annual anniversary of the effective date of the Barrister Acquisition Agreement.

While the Company intends to seek quotation of its common stock on the AMEX (NYSE) or NASDAQ Capital Markets by the end of 2021, we may not meet eligibility standards for quotation of stock by the deadlines imposed under the Barrister Acquisition Agreement.  If we fail to meet Nasdaq’s eligibility standards and will not be approved by Nasdaq by November 17, 2021, the first anniversary of the Exchange, the former members of Barrister may jointly rescind the Exchange and terminate CoJax’s ownership of Barrister. With the specter of a post-Exchange rescission, investors may not invest in CoJax, and lenders or other investors are more likely to refuse to provide funding to CoJax or Barrister due to the uncertainty of continuity of operations as CoJax-Barrister.

If the Barrister Acquisition Agreement is rescinded, it could expose CoJax and Barrister to potential liabilities and legal proceedings as follows: (1) public CoJax shareholders may allege that the rescission violates fiduciary duties of management, (2) CoJax or Barrister could be sued over liabilities resulting from the rescission of the Exchange, and (3) third party may bring lawsuits based on the breach of contractual obligations of the Company and/or its wholly-owned subsidiary. CoJax could also face possible environmental liabilities over Barrister operations. Any rescission of the Exchange would result CoJax losing its oil exploration and production operations and revenues and Barrister Oil Rights. Rescission of the Exchange may also impose additional transaction, legal, and accounting costs on CoJax, which costs could be significant or beyond the immediate ability of CoJax to pay. 

The Company is obligated to pay off the Assumed Debt. While it extended the maturity date to October 1, 2021, there is no assurance given that it can pay off or restructure the Assumed Debt and avoid the potentially catastrophic financial consequences of a default.

On June 16, 2020, upon entering into the Barrister Acquisition Agreement, CoJax assumed the Assumed Debt that was assigned to CoJax by Barrister. The Assumed Debt is secured by the Barrister Oil Rights and initially was evidenced by the Barrister Original Promissory Note, dated June 1, 2019, as amended, and thereafter assigned to CoJax, in favor of C.O.P. who was the prior owner of those rights. The maturity date for the Assumed Debt under the Barrister Original Promissory Note was June 1, 2021, and the Assumed Debt required to be paid in a lump sum. On May 29, 2021, CoJax and C.O.P. entered into and executed the Restated Note, which, among other things, extended the maturity date to October 1, 2021, and provided CoJax with a short but valuable additional time to raise money or restructure the Assumed Debt to avoid a default for the Assumed Debt. A default under the Barrister Original Promissory Note could result in litigation causing the bankruptcy or insolvency of CoJax and-Barrister.  Any default on the Assumed Debt could also result in the levy on and subsequent loss of Barrister Oil Rights. While the execution of the Restated Note provided CoJax with this short extension for the repayment of the Assumed Debt by October 1, 2021, there is no assurance that CoJax can pay off or restructure the Assumed Debt by October 1, 2021 and could avoid the potentially catastrophic financial consequences of a default.  The raising of funds to pay off the Assumed Debt is a potentially daunting task under current and projected economic and oil industry conditions imposed by the ongoing COVID-19 pandemic and disruptive impact of possible production disputes among members of OPEC (especially Saudi Arabia and Russia), both of which cause erratic and depressed global and domestic market prices for oil.  The drop in consummation of oil due to the COVID-19 pandemic has also resulted in oil inventory surpluses that have lowered the global and domestic market price for oil.  It is uncertain if C.O.P. would agree to restructure the Assumed Debt prior to the new maturity date of the Restated Note.  

The Obligations to repay the Assumed Debt Could Impose Other Risks on the Company.

If the Company is unable to restructure or to repay the Assumed Debt by the new maturity date of October 1, 2021, it could impose additional risks, including: (i) increasing the vulnerability of the Company to general adverse economic and industry conditions by making CoJax-Barrister less financially attractive to lenders and investors or increasing the lending or investment risk of CoJax-Barrister to a point where it fails to meet lending criteria or investor risk limits;  (ii) limiting its flexibility in planning for, or reacting to, challenges and opportunities, and changes in its businesses and the markets in which it operates, by limiting cash available for revenue-generating operations or acquisition of new oil exploration and production leases and rights; (iii) limiting its ability to obtain additional, necessary financing to funding for working capital, capital expenditures, acquisitions, and debt service requirements and other financing needs; and (iv) placing it at a competitive disadvantage to competitors that have less debt or greater cash flow and are seeking oil-drilling/production financing or funding.   

The Company’s senior officers are not experienced in the management of oil and gas exploration and production operations and may be inadequate or ill-equipped to successfully manage a public company with oil drilling and production operations.

While CoJax’s senior officers are experienced business executives, they were not involved and are not experienced in the daily operational management of oil exploration and production operations.  The oil and gas production industry presents unique challenges to the management of a public company in that industry. Such challenges include understanding the complex federal, state and local regulations and laws governing or affecting oil and gas drilling and production; understanding the complexities of selling crude oil in the global crude oil market, including hedging strategies; successfully developing a small oil drilling and production company in any industry with numerous domestic and foreign competitors, most of whom have significantly greater: financial resources; market share and power; distribution channels; production and storage capacity as well as far greater oil reserves under control or ownership;  access to necessary drilling and production equipment; ability to navigate and hedge against erratic global market for crude oil; financial reserves that allows the competitor to survive suspension of operations and inability to sell oil production at all or at a price that generates acceptable profit margins; influence over customers, distributors of oil, regulators and legislators; and ability to successfully plan and prepare for changes in oil and gas industry. Since none of the CoJax senior officers are experienced in management of oil exploration and production companies, the Company’s management is relying on Jeffrey Delancey.

Risks Related to Our Financial Condition and Capital Requirements

Our independent registered public accounting firm has included an explanatory paragraph relating to our ability to continue as a going concern in its report on our audited financial statements.

On a consolidated basis, the Company has incurred significant operating losses since inception and has a working capital deficit. The Company’s financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. Historically, the Company has raised capital through an officer loan as an interim measure to finance working capital needs and will continue to raise additional capital through the sale of common stock or other securities. The Company will be required to continue to do so until its consolidated operations become profitable.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. If we are unable to obtain sufficient funding, our business, prospects, financial condition, and results of operations will be materially and adversely affected, and we may be unable to continue as a going concern.

CoJax-Barrister needs additional working capitalOur ability to fund the expansion of drilling operations to progress beyondcontinue as a subsistence level of oil-based revenue.  Small independent oil producers like CoJax-Barrister often experience an inability to obtain affordable debt or equity financing for expanding oil production due to limited collateral and limited oil production and revenues from operations.  Under the chaotic market conditions for oil in 2020 to date, CoJax and Barrister may be unable to obtain funding for the growth of drilling operations in 2020 or 2021. 

Obtaining financing, including the costs of such financing, will begoing concern is dependent on numerous factors, including: 

·general economic and capital market conditions, including the then-prevailing interest rate environment;  

·credit availability from banks and other financial institutions willing to lend to small oil producers and willing to accept oil reserve estimates without actual corresponding oil production, or willing to lend without hard assets as collateral;   

·investor confidence in us and our ability to increase oil production fromsell shares in the operating assets;   public offering.

·our financial performance, especially our cash flow and profitability from operations or lack thereof;   

·our level of any of our indebtedness and our compliance with covenants in debt agreements for such financing;  

·attaining and maintenance of acceptable credit ratings or credit quality;  

·availability of government financial assistance, including COVID-19 pandemic funding; and   

·provisions of tax and securities laws that may impact raising capital.   

If we are unable to fund our workingsecure this additional capital, requirements, we may be required to curtail or suspend any existing operations relatingas CoJax-Barrister operations are already being run to minimize operating costs. The potential future revenue and income of our proposed CoJax-Barrister operations are currently unknown, as is the explorationimpact of Barrister as a wholly owned subsidiary of CoJax, on CoJax efforts to raise additional working capital.  Barrister’s revenues are limited and development of oil, which in turn could leaddedicated to a possible loss of rights or leases to explorepay for oil and a decline in our oil reserves, or we mayBarrister operations.  We do not believe that Barrister revenues would be otherwise unable to implement our business development plan, complete acquisitions or take advantage of business opportunities or respond to competitive pressures, any of which could have a material adverse effect on any future production, revenues, and results of operations.

CoJax’s Business Plan may not succeed, and CoJax may be unable to attain funding for an alternative business plan.   CoJax’s business plan is to acquire oil exploration and production rights and leases in Gulf States Drilling Region with reserves that have not been extensively exploited, attain funding for enhanced exploration and production, and then use the cash flow from existing operations to seek new oil exploration and production rights and leases to exploit.  This bootstrap approach to progressing from an early development stage company to a small oil and gas production company with growing, profitable operations is subject to failure if affordable, adequate and timely funding is not attained or if CoJax acquires oil exploration and production rights and leases with reserves that provesufficient to be unprofitable due to drilling costs, dry holesused for our overhead working capital needs.  If we cannot continue as a viable entity, you would lose all or market conditions for crude oil. An engineering reserve report does not mean thatmost of your investment in the projected reserves exist in stated amounts or can be profitably produced and sold. Further, the global demand for oil may decrease due to a number of factors beyond CoJax’s control or ability to foresee.Company.  

We are entering a highly competitive and highly capital-intensive industry, and any oil production may be insufficientdo not have sufficient funds to fund sustain, or expand revenue-generating operationsall the necessary working capital needs of the Company..   The oil drilling exploration and production business are capital intensive due to the cost of experienced personnel; equipment and other assets required to drill, produce and store oil; regulatory compliance costs; potential liability exposures and financial impact; and risk of unpredictable volatility in oil market prices and predatory pricing by competitors.  Drilling requires an upfront payment of operational costs with no guarantee that actual oil production will cover such expenses.  “Dry” holes for the first and/or second oil wells could deplete any available funding raised by the CoJax-Barrister and render the CoJax-Barrister insolvent. 

The actual amount and timing of our future capital expenditures may differ materially from our estimates as a result of, among other things, market oil prices, actual drilling results, the availability of drilling rigs and other services and equipment, and regulatory, technological, and competitive developments.  Neither CoJax nor Barrister has cash flow or cash reserves sufficient to fund more extensive and deep drilling on Barrister Oil Rights.  While CoJax will seek such funding, there can be assurances that CoJax can obtain funding that will be sufficient to fund deep drill wells, which are needed to produce any significant levels of oil production.  

Future cash flow from CoJax-Barrister’s operations and access to capital are subject to a number of variables, including:  

·the market pricesWe estimated that it requires at which our oil production is sold;   

·our proved reserves;   

·the level of hydrocarbons we can produce from any future oil wells;    

·our ability to acquire, locateleast $500,000 for CoJax overhead in 2021, including estimated insurance premiums, accounting/legal costs and produce new oil reserves;    

·the levels of our operating expenses;   

·reduction and stabilization of the impact of COVID-19 pandemic’s ongoing disruption of and reduction in the U.S. and global demand for oil, and reduction of COVID-19 pandemic’s significant disruption and depression of U.S. and global economic activity.  These improvements may only come with the development of an effective, widely available vaccine and that development may not occur until 2021, if at all;  

·greater availability of funding for oil exploration, which funding has always been challenging to obtain without a proven track record of profitable oil production; and    

·our ability to obtain and then borrow under any loan or revolving credit facility and, when and if our common stock is publicly traded, our ability to access the capital markets. Without quotation of the common stock onpersonnel costs, NASDAQ Capital Market fees.  Based on anecdotal evidence and primaryindustry sources, the Company believes that establishing a deep drilling rig will cost at least $60,000 and drilling to 10,000 feet will cost at least $2,200,000.  Actual costs may exceed these estimates due to changing economic, market, maker or institutional investor support,regulatory and other conditions, and factors.  Our past efforts to raise working capital have been unsuccessful. Although our common stock may not reach market prices that allow us to capitalize oninitial public offering was declared effective by the public equity markets for needed funding.  

Due to our contractor model of operations,Commission in August 2019, we will be vulnerable to any inability to engage or retain qualified operational personnel for new or existing drilling operations. Loss of key operational personnel could cause suspension of any expanded drilling operations.  CoJax’s and Barrister’s operation plan depends on a teaming/contractor approach to operate oil rigs.  CoJax and Barrister may bewere unable to locate or retain a sufficient number of qualified independent contractorssell any shares and terminated said offering. We filed the Registration Statement, which was declared effective by the Commission on October 20, 2020, in which we registered for sale up to operate a new or existing oil rigs.  Finding and engaging qualified independent contractors will be essential to commencing, expanding, and sustaining drilling operations. Since CoJax-Barrister will, in all likelihood, depend on one or two new oil rigs at the start of operations after raising sufficient working capital, any inability to engage or retain qualified independent contractors would be potentially fatal to our efforts to establish increased revenue-generating operations. The use of independent contractors also poses the risk of such personnel leaving for more lucrative opportunities with competitors or other oil producers. Many6,000,000 shares of our competitors can afford more lucrative compensation packages for qualified personnel. We lack the resources to effectively compete against larger competitors for operational personnel, especially against competitors with liquid public markets for their capital stock and the ability to offer attractive stock-based incentive compensation.

The loss of key personnel by CoJax-Barrister, including operational personnel of COP used to manage Barrister’s oil production business, or COP’s refusal to continue to manage Barrister oil  drilling and production, could undermine the ability of CoJax-Barrister to manage operations and implement the CoJax business plan. 

Neither CoJax nor Barrister have key-man insurance or the available cash to easily employ or engage experienced, full time outside senior management personnel. 

If Barrister produces oil on a more extensive and regular basis from enhanced drilling operations, the marketability of oil production will be dependent upon transportation and other facilities, certain of which Barrister does not control. If these facilities are unavailable, our operations could be interrupted, and our revenues reduced. The marketability of oil production will depend upon the availability, proximity, and capacity of transportation facilities owned by third parties. Any oil production will be transported from the wellhead to gathering systems. The oil is then transported by the purchaser by truck or other means to a transportation facility. Neither CoJax nor Barrister will control most of these third-party transportation means and facilities, and access to them may be limited or denied. If in the future, CoJax-Barrister is unable, for any sustained period, to implement acceptable delivery or transportation arrangements or encounter production related difficulties, it may be required to shut in or curtail production. Any such shut-in or curtailment, or an inability to obtain favorable terms for delivery of the oil produced, would materially and adversely affect CoJax-Barrister’s efforts to attain or sustain revenues from operations and improved future financial condition and results of operations. 

With any expanded oil exploration and drilling, CoJax-Barrister will eventually need to replace existing oil reserves with new oil reserves and develop those oil reserves. Failing that, oil reserves and production will decline, which would adversely affect future cash flows and results of operations. Once CoJax-Barrister starts increased oil production, then producing oil reservoirs generally will be characterized by declining production rates that vary depending upon oil reservoir characteristics and other factors. Unless CoJax-Barrister conducts successful ongoing

exploration and development activities or continually acquires properties containing proved reserves, proved reserves would decline as those reserves are produced. Future reserves and production, and therefore future cash flow and results of operations, are highly dependent on the success in efficiently developing current reserves and economically finding or acquiring additional recoverable oil reserves. CoJax-Barrister may not be able to develop, find, or acquire sufficient additional reserves to replace our current and future production. If they are unable to replace current and future oil production, the value of existing reserves will decrease, and business, financial condition, and results of operations would be materially and adversely affected.

Seismic studies do not guarantee that oil or hydrocarbons are present or, if present, will produce in economic quantities. Oil exploration and production companies, like Barrister, rely on seismic studies to assist in assessing prospective drilling opportunities on oil and gas properties, as well as on properties that a company may acquire. Such seismic studies are merely an interpretive tool and do not necessarily guarantee that hydrocarbons are present or, if present, will produce in economic or profitable quantities.

A substantial percentage of Barrister’s proved reserves consist of undeveloped reserves.As of the end of the 2019 fiscal year, approximately 95% of Barrister’s proved reserves were classified as proved undeveloped reserves. These reserves may not ultimately be developed or produced. As a result, we may not find commercially viable quantities of oil and natural gas, which in turn may have a material adverse effect on Barrister’s results of operation.

Drilling for and producing crude oil are high-risk activities withmany uncertainties that could adversely affect our business, financial condition, orresults of operations. CoJax-Barrister’s drilling and operating activities will be subject to many risks, including the risk that CoJax-Barrister will not discover commercially productive reservoirs or dry wells. 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. Any future drilling and production operations may be curtailed, delayed, or canceled as a result of other factors, including the following:

·unusual or unexpected geological formations and miscalculations;   

·fires from drilling or transport of oil or gas;   

·explosions and blowouts;   

·pipe or cement failures or breakdown or malfunction of oil drilling equipment;   

·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 lease for oil drilling and production operations;   

·other 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 oil or no oil;   

·shortages of skilled personnel or unexpected loss of key drilling and production workers, especially as a result of COVID-19 pandemic, which pandemic is significantly affecting the entire Gulf States Region as of the date of this prospectus;   

·shortages or delivery delays of equipment and services;   

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

·changes in laws and regulations and the impact of those changes on us; 

·environmental rights group 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 or “GHGs”;   

·natural disasters, like hurricanes and tropical storms (common events in Gulf States Drilling Region), flooding, tornadoes, earthquakes, or lightning strikes;   

·vandalism, theft, acts of terrorism, or other interference in operations; and   

·litigation that directly or indirectly hinders or suspends drilling operations, or regulatory action over missing, expired or defective permits or licenses; and 

·loss of key operational personnel. 

Any of these risks can cause substantial losses, including personal injury or loss of life; severe damage to or destruction of property and equipment as well as oil transportation facilities; pollution or other environmental contamination, and resulting remedial or clean-up responsibilities and repairs to resume operations; and regulatory fines or penalties. Insurance against all operational risks may not be available to CoJax or Barrister, or not affordable for either company.  Additionally, Barrister and CoJax may elect not to obtain insurance if they 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 CoJax’ or Barrister’s business activities, financial condition, and results of operations.  Presently, CoJax and Barrister do not have insurance for operational or general liabilities.  CoJax intends to purchase overall liability insurance with the proceeds of this Offering. We may not be able to afford insurance covering drilling, production, and storage of oil and establishing oil rigs unless we receive sufficient funding from this Offering and possibly other funding sources. Barrister has operated on the assumption that it would be able to self-fund any liabilities, which assumption is based on nominal production of oil.   This assumption may be untenable with any significant expansion of drilling.

The potential lack of availability of, or cost of, drilling rigs, equipment,supplies, personnel, and crude oil field services could adversely affect our abilityto execute on a timely basis exploration and development plans within any budget. CoJax-Barrister may encounter an increase in the cost of securing needed drilling rigs, equipment, and supplies. Larger producers may be more likely to secure access to such equipment by offering more lucrative terms.  If CoJax-Barrister is unable to acquire access to such resources or can obtain access only at higher prices, its ability to convert oil reserves into cash flow could be delayed, and the cost of producing from those oil reserves could increase significantly, which would adversely affect results of operations and financial condition.  Barrister’s current drilling operations are limited, and availability of essential drilling assets may not become a risk factor until such time as CoJax-Barrister increases drilling operations. 

We have broad discretion in the use of net proceeds from this Offering and may not use them effectively. Although we currently intend to use the net proceeds from this Offering in the manner described in “Use of proceeds” in this prospectus, we will have broad discretion in the application of the net proceeds and could spend the proceeds in ways that vary from those uses in Use of Proceeds. Pending use of the Offering proceeds, we may invest the net proceeds from this Offering in order to maintain value of our working capital and, such investments may not produce return income or may lose value.

Oil prices are volatile.   Any sustained decline in oil market prices could adversely affect CoJax-Barrister’s business, financial condition, and results of operations and its ability to meet capital expenditure obligations and financial commitments. The prices CoJax-Barrister receives for oil production will heavily influence revenues, any profitability, access to capital, future rate of growth, and carrying value of oil production properties. Oil is a commodity, and its price may fluctuate widely in response to relatively minor changes in the supply of and demand for oil and market uncertainty. Lower commodity prices may reduce cash flows and borrowing ability. If CoJax-Barrister is unable to obtain needed capital or financing on satisfactory terms, its ability to develop future reserves will be adversely affected. If drilling operations are curtailed, then CoJax-Barrister may be unable to continue to hold leases and drilling rights that are scheduled to expire, which may further reduce oil reserves. As a result, a substantial or extended decline in commodity prices may materially and adversely affect future business, financial condition, results of operations, liquidity, and ability to finance planned capital expenditures.

Historically, oil prices have been volatile due to sensitivity to political and economic developments or crises. The prices CoJax-Barrister receives for oil production, and the levels of oil production, depend on numerous factors beyond CoJax-Barrister’s control, which include the following: 

·worldwide and regional economic conditions impacting the global supply and demand for oil and the impact and duration of the effect of the COVID-19 pandemic in the U.S. and elsewhere.  The continuing spread of COVID-19 pandemic, especially in the Gulf States Region, will negatively impact the U.S. economy, demand for oil, and ability to operate oil drilling rigs.  The COVID-19 pandemic has the potential to undermine CoJax plans to try to establish a sustainable oil production business in 2021.  Any vaccines may prove ineffective or providing a limited immunity period.  Further, the COVID-19 virus may cycle in waves or become a seasonal threat to U.S. and other parts of the world (according to U.S. Government medical experts);   

·the price and quantity of foreign imports of oil and impact on U.S. oil producers;   

·political and economic conditions in or affecting other oil-producing regions or countries, including the Middle East, Africa, South America and Russia, which can affect global oil market price;   

·actions of the OPEC, its members and other state-controlled oil companies relating to oil price and production controls, especially production disputes between Saudi Arabia and Russia, who often have differing goals;   

·the level of global exploration, development, and production of oil;   

·the level of global oil inventories – COVID-19 pandemic has been creating surpluses in oil inventories;   

·prevailing prices on local price indexes for oil in the area in which Barrister operates and sells;   

·the proximity, capacity, cost, and availability of oil gathering and transportation facilities;   

·localized and global oil supply and demand fundamentals and transportation availability;   

·the cost of exploring for, developing, producing and transporting oil which cost may go up due to oil storage surpluses created by COVID-19 pandemic;   

·weather conditions and other natural disasters, and storms in the Gulf States Drilling Region appear to increase in intensity due to global warming and in the past five years;   

·technological advances affecting oil consumption, especially the growing production of electric-powered cars, trucks, and buses;   

·the price and availability and consumer demand for alternative fuels to oil and reduction in use of products that are made from oil, especially certain plastics, which demand is fueled by environmental concerns; 

·expectations about future commodity prices, which is unpredictable due to inability to forecast the duration and scope of impact of COVID-19 pandemic;   

·climate control legislation that increases the cost and lowers the demand for oil by providing incentives and tax benefits for use of non-oil fuels, reducing tax allowances and increasing tax on use of oil-based fuels and imposing limits on use of oil-based fuels; and  

·impact of existing U.S. federal, state and local and non-U.S. governmental regulation and taxes.   

Conservation measures and technological advances could reduce demand for oil. Fuel conservation requirements,  development and industry trend towards electrical motor vehicles and trucks (coupled with improvements in the economy and performance of electrical vehicles); alternative fuel requirements, increasing consumer demand for “green” alternatives to oil, technological advances in fuel economy and energy generation devices will in all likelihood reduce ongoing demand for oil. The impact of the changing demand for oil may have a material adverse effect on CoJax-Barrister’s business, financial condition, results of operations, and cash flows.  Growing global and U.S. public support for climate control laws and actions, a shift caused by mounting scientific evidence of the legitimacy of concerns about the devastating potential of unchecked global warming caused by fossil-fuel use,  will also in all likelihood impose a legal or regulatory environment hostile to oil use.  While the current administration in the White House has sought to roll back or eliminate conservation and environmental restrictions and burdens on fossil fuel industries, the courts have blocked some of those efforts, and private sector development of new technologies, like electric-powered vehicles, continues a trend to reduce reliance on oil in some industrial sectors.

Any oil exploration and production operations that we acquire, including Barrister, may not be able to keep pace with technological developments in the oil and gas industry.  The oil and gas industry are characterized by rapid and significant technological advancements and introductions of new products and services using new technologies. Fracking is one example. As others use or develop new technologies, any oil exploration and production operations that we may acquire may be placedCommon Stock at a competitive disadvantage, or competitive pressures may force us to implement those new technologies at substantial costs. In addition, oil companies may have far greater financial, technical, and personnel resources that allow them to enjoy technological advantages and may, in the future, allow them to implement new technologies before anyprice of our acquired operations can. We or any acquired oil exploration and production operations may not be able to respond to these competitive pressures and implement new technologies on a timely basis or at an acceptable cost. If one or more of the technologies that any acquired oil exploration and production operation uses were to become obsolete and that operation could not use the most advanced commercially available technology, the operation’s business, financial condition, and results of operations could be materially adversely affected. 

Cyber-attacks targeting systems and infrastructure used by the oil and gas industry may adversely impact our operations.Oil and gas exploration and production companies have become increasingly dependent on digital or

online or wireless technologies to conduct certain exploration, development, production, and financial activities. If any oil and gas exploration and production operation that we acquire depends on digital, online, or wireless technology to estimate quantities of oil and gas reserves and management oil production and distribution, then its process and record financial and operating data, seismic and drilling information, and communications with its employees and third-party partners will be vulnerable to cyber-attacks or hacking or malware infection. Unauthorized access to seismic data, reserves information, or other proprietary information could lead to data corruption, communication interruption, or other operational disruptions in exploration or production operations. Also, computers control nearly all of the oil and gas distribution systems in the United States and abroad, which are necessary to transport our production to market. A cyber-attack directed at oil and gas distribution systems could damage critical distribution and storage assets or the environment, delay or prevent delivery of production to markets and make it difficult or impossible to accurately account for production and settle transactions. While Barrister has not experienced cyber-attacks, there is no assurance that Barrister or other acquired operations will not suffer such attacks and resulting losses in the future. The limited operations of CoJax and Barrister and resulting limited reliance on digital, online, and wireless technologies have reduced the level of cyber-attack risks, but, as CoJax-Barrister operations expand,  the reliance on digital, online, and wireless technologies will increase and exposure to cyber-attack will increase.  CoJax-Barrister will have to fund and develop enhanced technological and internal control protections against heightened risk of cyber-attacks. Further, as cyber-attacks continue to evolve, any acquired operations may be required to expend significant additional resources to continue to modify or enhance its protective measures or to investigate and remediate any vulnerability to cyber-attacks.

Each party is subject to business uncertainties and contractual restrictions while the proposed Exchange is pending, which could adversely affect each party’s business and operations. In connection with the pendency of the closing of the Exchange, it is possible that some customers, suppliers, and other persons with whom Barrister has a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with Barrister, as the case may be, as a result of the Exchange, which could negatively affect Barrister’s respective revenues, earnings and cash flows or cause holders of oil exploration and production leases or rights of the Barrister Oil Rights to re-examine or challenge the right of Barrister to continue to exercise its rights under those oil exploration and production leases and rights, regardless of whether the Exchange is completed.

While the Barrister Agreement is in effect and enforceable, Section 4.16 of the Barrister Agreement bars Barrister and its Members from seeking third party bids to acquire Barrister or its issued Membership Interests.$2.00 per share.  As of the date of this prospectus, CoJax is focused on closing the Barrister Agreement and is not seeking or entertaining alternative dealswe have raised only $53,000 pursuant to the Barrister Agreement.

Each ofPrimary Offering pursuant by the risks described aboveRegistration Statement.  This Primary Offering may not produce sufficient working capital for our working capital needs unless the entire 6,000,000 shares are sold timely to fund working capital needs as they arise. If the Primary Offering fails to raise sufficient working capital as needed, the Company may be exacerbated by delays or other adverse developments with respectunable to fund the completionexpansion of the Exchange.

The conditions to closing the Barrister Agreement have been met and CoJax contemplates closing the Barrister Agreement in October 2020.

Certain U.S. federal income tax deductions currently available with respect to oil and natural gas drilling and development may be eliminated as a result of future legislation. Possible elimination of certain key U.S. federal income tax incentives currently available to oil and gas exploration and production could be eliminated in the future. If enacted into law, any such proposals would eliminate certain tax preferences applicable to taxpayers engaged in the exploration or production of natural resources. These changes may include, but are not limited to, (i) the repeal of the percentage depletion allowance for oil and natural gas properties, (ii) the elimination of current deductions for intangible drilling and development costs, (iii) the elimination of the deduction for certain domestic production activities and (iv) increasing the amortization period for certain geological and geophysical expenditures paid or incurred in connection with the exploration for or development of, oil and gas within the United States. It is unclear whether these or similar changes will be enacted and, if enacted, how soon any such changes could become effective. The passage of any legislation as a result of these proposals or any other similar changes in U.S. federal income tax laws could eliminate or postpone certain tax deductions that are currently available with respect to oil and natural gas exploration and development, and any such change could increase our tax liability and negatively impact our financial condition and results of operations.  While the Trump Administration has been focused on eliminating or reducing regulatory burdens on oil and gas exploration and production companies, a change in control of the White House in 2020 could result in a dramatic return to anti-oil regulation and legal requirements. 

If we acquire CoJax-Barrister or other oil exploration and production operations, and oil and gas prices decrease, we may be required to take write-downs of the carrying values of oil and gas properties.Certain accounting rules may require us to write down the carrying value of any acquired oil and gas properties when oil and gas prices decrease or when we have substantial downward adjustments of any estimated proved reserves, increases in estimates of development costs, or deterioration in exploration results. Once incurred, a write-down of oil and gas properties is not reversible at a later date. Any write-down would constitute a non-cash charge to earnings and could have a material adverse effect on results of operations for the periods in which such charges are taken.

The financial reporting obligations of being a public company in the United States are expensive and time-consuming and may place significant additional demands on our management.  CoJax is subject to public company reporting obligations under the Exchange Act. These obligations include the costs resulting from public company reporting obligations under the Exchange Act and the rules and regulations regarding corporate governance practices, including those under the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2012. Our management and other personnel need to devote a substantial amount of time to ensure that we comply with all of these requirements. Moreover, despite recent reforms made possible by the Jumpstart Our Business Start-Ups Act, consummation of the Barrister Agreement will expand our operations and increase the cost of compliance with the reporting requirements and will make some activities more time-consuming and costlier, particularly after we are no longer an “emerging growth company.” Any changes that we make to comply with these obligations may not be sufficient to allow us to satisfy our obligations as a public company on a timely basis, or at all unless we devote the resources to enhance or adjust internal controls and procedures to match growing operations and growing complexity of underlying financial and accounting work.

Commission Office of the Chief Accountant (“OCA”) issued a statement in April 2020 regarding the importance of high-quality financial reporting in light of the significant impacts of COVID-19 pandemic. The impact of COVID-19 pandemic on public company’s internal controls and systems and additional resources, including increased work by public auditors, will add to the overall cost of operating a public company.

While we intend to acquire basic business liability insurance, we do not have insurance as of the date of this prospectus.  Barrister does not have insurance as of the date of this prospectus.  If and when we acquire insurance, we may not have enough insurance to cover all of the risks we face, and operators of prospects in which we participate may not maintain or may fail to obtain adequate insurance.  We have not obtained business liability insurance because of the limited nature of our operations from incorporation until the date of this prospectus.   While we intend to obtain business liability insurance from funding under this Offering, the business liability insurance may not cover all potential liabilities. If Barrister Agreement is consummated, then CoJax intends to seek funding to acquire business and operational liability insurance for Barrister.  Any liability insurance for Barrister may not cover all liabilities of Barrister. We may elect not to carry insurance if our management believes that the cost of available insurance is excessive relative to the risks presented. We cannot insure fully against pollution and environmental risks. The occurrence of an event not fully covered by insurance could have a material adverse effect on our financial condition and results of operations. “Material adverse effect” means an impact that could impose liabilities that would substantially tax cash flow or be beyond the ability of CoJax to pay or restructure. The impact of hurricanes in the Gulf States Drilling Region has resulted in escalating insurance costs and less favorable coverage terms. 

Oil and natural gas operations are subject to particular hazards incident to the drilling and production of oil and natural gas, such as blowouts, cratering, explosions, uncontrollable flows of oil, natural gas or well fluids, fires, and pollution, and other environmental risks. These hazards can cause personal injury and loss of life, severe damage to and destruction of property and equipment, pollution or environmental damage, and suspension of operation. The occurrence of a significant adverse event that is not fully covered by insurance could result in the loss of our total investment in a particular prospect, which could have a material adverse effect on our financial condition and results of operations.  Barrister, as an operator of oil drilling operations faces greater, more varied liability risks than CoJax.  CoJax assumes thator pay for the lender for any debt funding of Barrister’s future drilling operations would require adequate insurance coverage for Barrister, and CoJax intends to include insurance coverage for Barrister, subject to the ability of CoJax to pay the premiums for that coverage.Company’s operating costs.  

We do not have directors’ and officers’ liability insurance due to the cost. 

The lack of directors’ and officers’ liability insurance hinders our ability to attract directors and officers. We intend to seek to purchase directors’ and officers’

liability insurance if we have sufficient cash reserves from the net proceeds of this Offering or future funding efforts.  Typically, such insurance costs $100,000 or more per annum, if available. Further, directors’ and officers’ insurance requiresrequire that the insured company cover the first $300,000 or more of costs prior to insurance coverage occurring.   This high deductible can be beyond the financial means of a small company and effectively denies the insured company of the benefits of the insurance. If we do not have sufficient cash to purchase directors’ and officers’ liability insurance, our ability to attract and retain qualified officers and directors will suffer, especially in light ofconsidering the lack of a public market for the common stock and resulting inability to offer incentive compensation to directors and officers. We may be unable to find an insurer willing to provide directors’ and officers’ liability insurance since we are an early stageearly-stage development company with limited operating history and no revenue generating operations. 

Risks Related to COVID-19

If the Barrister Agreement is consummated, then CoJax faces extensive government regulationThe uncertainty and compliance requirements imposed by numerous federal, state, and local laws and regulations governing oil and gas exploration, production, and transportation.   This regulatory scheme also poses the risk of government civil and criminal actions and private citizen civil lawsuits against Barrister or CoJax or both companies. CoJax and Barrister, as small early-stage development companies, could be driven in bankruptcy, liquidation or dissolution by government or private plaintiff legal proceedings or by any sanctions, fines, penalties or money judgments or awards imposed for violation of a variety of federal, state, and local laws and regulations governing oil and gas operations.  While CoJax intends to use someextent of the net proceedsCOVID-19 pandemic may continue to have an adverse effect on our operations.

 The current outbreak of this Offering to acquire liability insurance, the Company may be unable to attain such insurance coverage or attain adequate insurance coverage or to establish any cash reserve for all possible liabilities and legal proceedings. Even a baseless or frivolous regulatory action or private plaintiff legal proceedingCOVID-19 could by the cost of the defense, undermine and cause the failure of CoJax-Barrister.

Any oil and gas exploration and production operated by CoJax-Barrister are or may become subject to numerous environmental and occupational health and safety laws and regulations that may be imposed domestically at the federal, regional, state, and local levels. The more significant of these environmental and occupational health and safety laws and regulations include the following:

·The U.S. Clean Air Act, which restricts the emission of air pollutants from many sources and imposes various pre-construction, operational, monitoring, and reporting requirements, and that the Environmental Protection Agency or “EPA” has relied upon as authority for adopting climate change regulatory initiatives relating to Green House Gases or “GHG” emissions. 

·The U.S. Federal Water Pollution Control Act, also known as the federal Clean Water Act, which regulates discharges of pollutants from facilities to state and federal waters and establishes the extent to which waterways are subject to federal jurisdiction and rulemaking as protected waters of the United States. 

·The U.S. Oil Pollution Act of 1990, which subjects owners and operators of vessels, onshore facilities, and pipelines, as well as lessees or permittees of areas in which offshore facilities are located, to liability for removal costs and damages arising from an oil spill in waters of the United States.  

·The U.S. Comprehensive Environmental Response, Compensation and Liability Act of 1980, which imposes liability on generators, transporters, and arrangers of hazardous substances at sites where hazardous substance releases have occurred or are threatening to occur.  

·The U.S. Resource Conservation and Recovery Act, which governs the generation, treatment, storage, transport, and disposal of solid wastes, including hazardous wastes.  

·The U.S. Safe Drinking Water Act (“SDWA”), which ensures the quality of the nation’s public drinking water through the adoption of drinking water standards and control over the injection of waste fluids into below-ground formations that may adversely affect drinking water sources.  

·The U.S. Emergency Planning and Community Right-to-Know Act, which requires facilities to implement a safety hazard communication program and disseminate information to employees, local emergency planning committees, and response departments on toxic chemical uses and inventories.  

·The U.S. Occupational Safety and Health Act, which establishes workplace standards for the protection of the health and safety of employees, including the implementation of hazard communications programs designed to inform employees about hazardous substances in the workplace, potentially harmful effects of these substances, and appropriate control measures.  

·The U.S. Endangered Species Act, which restricts activities that may affect federally identified endangered and threatened species or their habitats through the implementation of operating restrictions or a temporary, seasonal, or permanent ban in affected areas.  

·The U.S. National Environmental Policy Act, which requires federal agencies, including the Department of the Interior, to evaluate significant agency actions having the potential to impact the environment and that may require the preparation of environmental assessments and more detailed environmental impact statements that may be made available for public review and comment.  

·U.S. Department of Transportation regulations, which relate to advancing the safe transportation of energy and hazardous materials and emergency response preparedness.

There may also exist regional, state, and local jurisdictions in the United States where CoJax-Barrister operates or may operate that also have, or are developing or considering developing, similar environmental and occupational health and safety laws and regulations governing many of these same types of activities. Further, environmental and occupational health and safety laws and regulations, including new or amended legal requirements, are expectedcontinue to have a considerable impactmaterial and adverse effect on any expanded CoJax-Barrister operations in terms of compliance costs. 

the Company’s business operations. The State of Alabama has extensive operation and licensing lawsprices we receive for oil drilling.  The State Oilproduction, and Gas Boardthe levels of Alabama is a regulatory agencyoil production, depend on numerous factors beyond our control, which include demand for oil and the impact and duration of the Stateeffect of Alabama with the statutory charge of regulating oil exploration and production, including preventing waste and promoting the conservation of oil and gas while ensuring the protection of both the environment and the correlative rights of owners. This board is granted broad authority in Alabama oil and gas conservation statutes to promulgate and enforce rules and regulations to ensure the conservation and proper development of Alabama's petroleum resources.  CoJax will rely on Barrister management and local legal counsel for compliance with state regulatory regime. 

Regulatory bodies at the federal, regional, state, tribal, and local levelsCOVID-19 pandemic in the United States as well as internationallyU.S. and certain non-governmental organizations haveelsewhere.   As a result, the global economy has been increasingly focused on GHG emissionsmarked by significant slowdown and climate change issues. The EPAuncertainty, which in turn has adopted regulations for certain large sources regulating GHG emissions as pollutants underled to a precipitous decline in oil prices in response to decreased demand, further exacerbated by global energy storage shortages and by the U.S Clean Air Act. Developments in GHG initiatives may adversely affect CoJax-Barristerprice war among members of the OPEC and other similarly situated companies operatingnon-OPEC producer nations (collectively with OPEC members, “OPEC+”) during the first quarter 2020. While currently prices have recovered to pre-pandemic levels, due in part to the oilaccessibility of vaccines, reopening of states after the lockdown, and gas industry by imposing additional and expensive regulatory compliance requirements. optimism about the economic recovery, the continued spread of COVID-19, including-vaccine

Barrister acquired certainresistant strains, or repeated deterioration in oil and natural gas properties from COP, and any prior operators’ actions with respect to the management and disposal or release of hydrocarbons, hazardous substances, or wastes were not under Barrister’s control. Under environmental laws and regulations, Barrister and, if the Barrister Agreement is consummated, CoJaxprices could incur liability for remediating hydrocarbons, hazardous substances, or wastes disposed of or released by prior owners or operators of Barrister’s Oil Rights. CoJax-Barrister could incur costs related to the for disposal or to which it sent equipment for cleaning, and for damages to natural resources or other claims related to releases of regulated substances at or from such third-party sites.

These environmental and occupational health and safety laws and regulations generally restrict the level of pollutants emitted to ambient air, discharges to surface water, and disposals or other releases to surface and below-ground soils and groundwater. Failure to comply with these laws and regulations may result in additional adverse impacts on the assessment of sanctions, including administrative, civil, and criminal penalties; the imposition of investigatory, remedial, and corrective action obligations or the incurrence of capital expenditures; the occurrence of delays or cancellations in the permitting, development, or expansion of projects; and the issuance of injunctions restricting or prohibiting some or all of Barrister’s activities in a particular area. 

There are environmental laws that provide for citizen suits, which allow private entities to act in the place of the government and sue operators for alleged violations of environmental law. 

Prior environmental compliance costs by Barrister have not had a material adverse effect on itsCompany's results of operations, butcash flows and financial position, including further asset impairments. The continuing spread of COVID-19 pandemic has the potential to undermine our plans to try to establish a sustainable oil production business.

Risks Relating to Our Common Stock

There is currently no market for our Common Stock and there can be no assurance that such costsany market will notever develop. You may therefore be material in the future orunable to re-sell shares of our Common Stock at times and prices that such future compliance will not have a material adverse effect on CoJax-Barrister’s financial and business operation results. The ultimate financial impact arising from environmental laws and regulations is neither clearly known nor determinable as existing standardsyou believe are subject to change, and new standards continue to evolve. 

Neither CoJax nor Barrister has insurance covering environmental and occupational health and safety risks, and any insurance may not cover penalties or fines that may be issued by a governmental authority.  Both Barrister and CoJax lack insurance to cover potential violations and resulting liabilities for environmental and occupational

health and safety laws and regulations as well as claims for damages to property or persons or imposition of penalties resulting from CoJax’s or Barrister’s operations,  and the lack of coverage could have a material adverse effect or cause the failure of Barrister and, if the Barrister Agreement is consummated, of CoJax. CoJax intends to use net proceeds from this Offering to fund purchase of basic liability insurance, but insurance will not cover all liabilities, especially certain environmental liabilities stemming from past acts. 

appropriate.

Terrorist attacks aimed at energy operations could adversely affect Barrister’s or any future oil exploration and production business. The continued threat of terrorism and the impact of military and other government action have led and may lead to further increased volatility in prices for oil and natural gas and could affect these commodity markets or the financial markets. The U.S. government has issued warnings that energy assets may be a future target of terrorist organizations. These developments have subjected our oil and natural gas operations to increased risks. Any future terrorist attack on facilities used by Barrister or other future oil exploration and production operations, those of such operations’ customers, the infrastructure used for transportation of oil, and, in some cases, those of other energy companies, could have a material adverse effect on Barrister or CoJax.

Barrister has a limited customer base for its oil production due to its limited oil production and operating history.  The cost of and difficulty in expanding the customer base for increased production from the Barrister Oil Rights is unknown as of the date of this prospectus.  We can only determine the cost and difficulty of expanding Barrister’s customer base based on actual oil production and then current market conditions and demand for oil.  As such, we cannot predict the cost and ease or difficulty of selling increased oil production from Barrister Oil Rights.  This unknown factor in commercially exploiting any increased oil production from the Barrister Oil Rights increases the risk of investing in the Shares because it renders uncertain a key factor in future profitability of CoJax-Barrister.  

RISKS RELATED TO OUR COMMON STOCK

No public market and no liquid public market may develop for our common stock. Our common stockCommon Stock is not authorized for trading or quotation on any national securities exchange or national quotation system. Our common stock is not quoted on the Pink Sheet or Gray Market of the over the counter market. While we intend to seek approval for quotation of our common stock on the NASDAQ Capital Market, we do not meet the requirements for quotation of the common stock on the NASDAQ Capital Market as of the date of this prospectus, and there is no guarantee that we will be able to meet the requirements for quotation of the common stock on NASDAQ Capital Market or will be approved for quotation of our common stock on the NASDAQ Capital Market or any other public stock market.  Even if our common stock is quotedlisted on a national securities exchange, or nationalany other exchange, or quoted on an over-the-counter market. Therefore, there is no trading market, active or otherwise, for our Common Stock and our Common Stock may never be included for trading on any stock exchange, automated quotation system the lack of primary market makersor any over-the-counter market. Accordingly, our Common Stock is highly illiquid, and institutional investorsyou will likely experience difficulty in re-selling such shares at times and prices that you may cause the public market for our common stock to have limited or no liquidity and investors may be unable to trade shares of common stock when desired and in desired numbers. 

desire. When and if the common stock trades on a public market, our stock price may be volatile, and the value of any investment in our common stock may decline or never appreciate. If the common stock publicly trades, then the trading price of our common stock is likely to be highly volatile and could be subject to wide fluctuations in response to various factors, many of which are beyond our control. We may lack the primary market makers and institutional investors that protect a stock from volatility due to day trading or other manipulative practices. Our common stock will likely be a “penny stock” (as defined under Commission rules) and be rejected by broker-dealers for deposit or trading. “Penny stocks” are often deemed too risky for many institutional investors and individual investors.

In addition to the factors discussed in this "Risk Factors" section and elsewhere in this prospectus, these factors include:

·our operating performance and the operating regulations affecting our business;  

·changes in our board of directors or management;  

·the publication of research reports about us or our industry or changes in recommendations or withdrawal of research coverage by securities analysts, or the lack of such coverage for our common stock;  

·public reaction to our press releases, other public announcements, and filings with the SEC, including related to new services or functionalities or announced or completed acquisitions;  

·changes in accounting standards, policies, guidelines, interpretations or principles;  

·any sales of shares of our common stock by us or our existing shareholders;  

·Overall market and market price for our oil;  

·The extent of or lack of market support from broker-dealer market makers and institutional investors; and  

·General political and economic conditions.  

The Offering price Without quotation of the common stock on NASDAQ Capital Market and primary market maker or institutional investor support, our Common Stock may not reflectreach market prices that allow us to capitalize on the public equity markets for needed funding.   

Our Common Stock may be deemed a “penny stock” which may reduce the value of an investment in the stock.

Rule 15g-9 under the Exchange Act establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s account for transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

To approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investment experience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form: (a) sets forth the basis on which the broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. If our Common Stock is or becomes subject to the “penny stock” rules, it may be more difficult for investors to dispose of our Common Stock and cause a decline in the market value of our Common Stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about commissions payable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Future capital raises may dilute our existing shareholders’ ownership, the value of their equity securities and/or have other adverse effects on our operations.

If we raise additional capital by issuing equity securities by acquisition of by equity financings, our existing shareholder’ percentage ownership may decrease, and these shareholders may experience substantial dilution. If we raise additional funds by issuing debt instruments, these debt instruments could impose significant restrictions on our operations, including liens on our assets. If we raise additional funds through collaborations and licensing arrangements, we may be required to relinquish some rights to our technologies or products, or to grant licenses on terms that are not favorable to us or could diminish the rights of our shareholders. Furthermore, if we offer to sell our shares of common stock in subsequent offerings for the purchase price that is less than the purchase price of shares of common stock offered pursuant to this prospectus, this may impact the value of equity securities of the shareholders that are purchasing our shares of common stock in the offering pursuant to this prospectus. In addition, the issuance of such additional shares may impact the ability of any investor to sell their shares once such shares are eligible for sale.

 The Company does not intend to pay dividends to its stockholders, so investors will not receive any return on investment in the Company prior to selling their interest in it.

The Company does not project paying dividends for the foreseeable future but anticipates that it will retain future earnings for funding the Company’s growth and development. Therefore, investors should not expect the Company to pay dividends in the foreseeable future. As a result, investors will not receive any return on their investment prior to selling their Shares in the Company, if and when a market for such Shares develops. Furthermore, even if a market for the Company’s securities does develop, there is no guarantee that the market price for the shares would be equal to or more than the initial per share investment price paid by any investor. There is a possibility that the shares could lose all or a significant portion of their value from the Shares when they are publicly traded.  The Offeringinitial price of common stock is not based on any book or other established valuation method but was arbitrarily derivedpaid by CoJax management. As such, the Offering price of the common stock does not represent any book, liquidation, or fair market valuation value.   

The stock market in general, and the market for oil and gas production companies in particular, have experienced extreme price and volume fluctuations in 2019 and 2020, which have often been unrelated or disproportionate to the operating performance of those companies. The worldwide market for crude oil is volatile and subject to wide swings based on news of political or international crises, OPEC member disputes, unilateral actions of major oil producers like Saudi Arabia and Russia, or economic news.  Broad market and industry factors may seriously affect the market price of our common stock if it publicly trades and regardless of actual operating performance. When and if our common stock is publicly traded, and when we have public investor shareholders, then securities class action litigation has often been instituted against companies following periods of volatilityinvestors in the market price of their securities. This form of litigation, if instituted against us, could result in very substantial costs, divert our management's attention and resources, and harm our business, operating results, and financial condition.  We do not have a reserve for litigation, and we may be unableoffering pursuant to afford any extended litigation.

this prospectus.

We are an “emerging growth company,”company” under the JOBS Act of 2012 and we cannot be certain ifa “smaller reporting company” and, as a result of the reduced reportingdisclosure and governance requirements applicable to emerging growth companies will makeand smaller reporting companies, our shares of common stock may be less attractive to investors.

We are an “emerging growth company,”company”, as defined in the Jumpstart Our Business StartupsJOBS Act, of 2012, or the JOBS Act. For as long as we continue to be an emerging growth company,and we may take advantage of certain exemptions from various reporting requirements that applyare applicable to other public companies that are not emerging“emerging growth companies,companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Sectionsection 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in this prospectus, our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an emerging growth company for up to five years. However, circumstances could cause us to lose that status earlier, including if the market value of our shares of common stock held by non-affiliates exceeds $700 million or if we have total annual gross revenue of $1.0 billion or more during any fiscal year before that time, in which cases we would no longer be an emerging growth company as of the following December 31st, or if we issue more than $1.0 billion in non-convertible debt during any three-year period before that time, in which case we would no longer be an emerging growth company immediately. We cannot predict if investors will find our shares of common stock less attractive because we may rely on these exemptions. If some investors find our shares of common stock less attractive as a result, and our common stock is publicly traded, then there may be a less active trading market for our shares of common stock and our sharestock price may be more volatile or depressed. volatile.

Under

In addition, Section 107 of the JOBS Act emergingalso provides that an “emerging growth companies alsocompany” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay adopting new or revisedthe adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards.

We will remain an “emerging growth company” until the earlier of (i) the last day of the year following the fifth anniversary of the date of the completion of our initial public offering, (ii) the last day of the year in which we have electedtotal annual gross revenue of at least $1.07 billion, (iii) the last day of the year in which we are deemed to receivebe a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock held by non-affiliates exceeded $700.0 million as of the last business day of the second fiscal quarter

of such year, or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Even after we no longer qualify as an “emerging growth company,” we may still qualify as a “smaller reporting company,” which would allow us to continue to take advantage of many of the same exemptions from disclosure requirements, including, among other things, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, presenting only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and reduced disclosure benefits of the JOBS Act.obligations regarding executive compensation in this prospectus and our periodic reports and proxy statements.

Investors willYou may experience dilution of theiryour ownership interest due tointerests because of the future issuance of additional shares of our common stock. We are in a capital-intensive business and may not have sufficient funds to finance the growth of our business, future acquisitions,Common Stock or to support our projected capital expenditures. In the future, we intend to issue our previously authorized and unissued securities, resulting in the dilution of the ownership interests of purchasers of our common stock offered hereby. Under our certificate of incorporation, we are authorized to issue 300,000,000 shares of common stock and 50,000,000 shares of preferred stock with preferences and rights as determined by our Board. The potential issuance of additional shares of common stock or preferred stock or convertible debt may create downward pressure on the trading price of our common stock. We may also issue additional shares of our common stock or other securities that are convertible into or exercisable for our common stockCommon Stock or preferred stock.

In the future, we may issue authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of the then current stockholders. We may issue additional shares of our Common Stock or other securities that are convertible into or exercisable for our Common Stock in connection with hiring or retaining employees, future public offerings or private placementsacquisitions, future sales of our securities for capital raising purposes, or for other business purposes, potentially at an offering price, conversion price or exercise price that is belowpurposes. The future issuance of any such additional shares of our Common Stock may create downward pressure on the trading price of ourthe common stock.

The lack of Securities Analyst Industry Coverage of our common stock could adversely impact its market value. If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they change their recommendations regarding our common stock adversely, and if the common stock is publicly traded, then the stock price and trading volume of our common stock could decline – perhaps dramatically.  The trading market for our common stock, if it develops, will be influenced by the research and reports that industry or securities analysts We may publish about us, our business, our market, or our competitors. If any of the analysts who may cover us change their recommendation regarding our common stock adversely, or provide more favorable relative recommendations about our competitors, the price of our common stock would likely decline. If any analyst who may cover us wereneed to cease coverage of our company or fail to publish reports on us regularly, we could lose visibilityraise additional capital in the financial markets, which in turn could cause the stock price or trading volume ofnear future to meet our common stock to decline.  As an early-stage development company, even with the acquisition of Barrister, it is unlikelyworking capital needs, and there can be no assurance that we will not be required to issue additional shares, warrants or other convertible securities in the subject of securities analyst industry coverage until we become profitable and have an active, liquid public marketfuture in conjunction with this capital raising effort, including at a price (or exercise prices) below the price you paid for our common stock, which status may never be attained by our company or our commonyour stock.

If a public market develops for our common stock and if our common stock does not trade above $5.00 or stays below $5.00 per share, then FINRA The sales practice requirements of FINRA may limit a stockholder’s ability to buy and sell our stock.Common Stock.

FINRA has adopted rules requiring that, relatein recommending an investment to the application of the SEC’s penny stock rules in trading securities and require that a broker/dealercustomer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer, prior to recommending the investment.customer. Prior to recommending speculative low pricedor low-priced securities (being ones below $5 per share) to their non-institutional customers, broker/dealersbroker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believeshas indicated its belief that there is a high probability that speculative low pricedor low-priced securities will not be suitable for at least some customers. TheIf these FINRA requirements are applicable to us or our securities, they may make it more difficult for broker/dealersbroker-dealers to recommend that at least some of their customers buy our common stock,Common Stock, which may limit the ability of our stockholders to buy and sell our Common Stock and could have an adverse effect on the market for and price of our Common Stock.

The resale of shares covered by this registration statement could adversely affect the market price of our Common Stock in the public market, should one develop, which result would in turn negatively affect our ability to raise additional equity capital.

The sale, or availability for sale, of our Common Stock in the public market may adversely affect the prevailing market price of our Common Stock and may impair our ability to raise additional capital by selling equity or equity-linked securities. We have agreed, at our expense, to prepare and file this registration statement with the SEC registering the resale of an aggregate of 1,296,250 shares of Common Stock issued to Selling Stockholders. Once effective, this registration statement will permit the resale of these shares at any time. The resale of a substantial number of shares of our Common Stock in the public market could adversely affect the market price for our Common Stock and make it more difficult for you to sell shares of our Common Stock at times and prices that you feel are appropriate. Furthermore, we expect that, because there will be a large number of shares registered pursuant to this registration statement, Selling Stockholders will continue to offer shares covered by such registration statement for a significant period, the precise duration of which cannot be predicted. Accordingly, the adverse market and price pressures resulting from an offering pursuant to this registration statement may continue for an extended period and continued negative pressure on the market price of our Common Stock could have a material adverse effect of reducing the level of trading activity and liquidityon our ability to raise additional equity capital.

DETERMINATION OF OFFERING PRICE

The Selling Stockholders may only sell their shares of our common stock (when and if it is publicly traded). Further, many brokers charge higher transactional fees for penny stock transactions. Aspursuant to this prospectus at a resultfixed price of the foregoing issues, fewer broker/dealers will be willing to make a market in$2.00 per share until such time as our common stock reducingis quoted on the OTCQB or another public trading market for our common stock otherwise develops. At and after such time, the selling stockholders may sell all or a shareholder’s abilityportion of their shares through public or private transactions at prevailing market prices or at privately negotiated prices. The fixed price of $2.00 at which the Selling Stockholders may sell their shares pursuant to resellthis prospectus was determined based upon the purchase price per share of our common stock in the Primary Offering which is still open. We have included a fixed price at which Selling Stockholders may sell their shares pursuant to this prospectus prior to the time there is a public market for our stock in order to comply with the rules of the SEC that require that, if there is no market for the shares being registered, this registration statement must include a price at which the shares may be sold.

SELLING STOCKHOLDERS

This prospectus covers the resale by the Selling Stockholders of an aggregate of 1,296,250 shares of our common stock.  Many brokerage firms will not accept “penny stock” stocks for deposit duestock, which includes:

·857,000 shares issued to former members of Barrister, upon the administrative costsconsummation of the Acquisition; 

·2,000 shares issued to directors and potential liability exposure inherentofficers of the Company; 

·310,250 shares issued to Newbridge Securities Corporation and its affiliates as compensation earned in connection with “penny stock” stock. Investors may be unable to depositthe Acquisition; 

·100,000 shares of common stock issued to service providers; and, 

·27,000 shares issued to investors pursuant to the Primary Offering; 

The Selling Stockholders, may, from time to time, offer and sell pursuant to this prospectus any or all of the shares referred to above. They may also sell, transfer or otherwise dispose of all or a portion of their shares in brokerage accounts.  Further,transactions exempt from the registration requirements of the Securities Act. We may from time to time include additional Selling Stockholders in supplements or amendments to this prospectus.

The Selling Stockholders may sell some, all or none of its shares. We do not know how long the Selling Stockholders will hold the shares before selling them, and we currently have not qualifiedno agreements, arrangements or understandings with the common stock for electronic transferSelling Stockholders regarding the sale of any of the shares.

The following table sets forth the shares beneficially owned, as of June 23, 2021, by Deposit Transfer Corporation or “DTC,”the Selling Stockholders prior to the offering contemplated by this prospectus, the number of shares of Common Stock the Selling Stockholders may offer and sell from time to time under this prospectus and the lacknumber of electronic transfer will further hamper the ability of investors to transfer their shares of common stock.  Investors may be frustratedCommon Stock which the Selling Stockholders would own beneficially if all such offered shares are sold.

Beneficial ownership is determined in tryingaccordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act. The percentage of shares beneficially owned prior to trade or deposit theirthis offering is based on 4,096,751 shares of common stock until the common stock is qualified for quotation on NASDAQ Capital Market, if ever.  Being a “penny stock” would render our common stock unattractive to many investors.Common Stock outstanding as of June 23, 2021.

Once we closeUnless otherwise set forth below, based upon the information furnished to us, (a) the persons and entities named in the table have sole voting and sole investment power with respect to the shares set forth opposite the Selling Stockholder's name, subject to community property laws, where applicable, (b) no selling stockholder had any position, office or other material relationship within the past three years, with us or with any of our predecessors or affiliates, and (c) no selling stockholder is a broker-dealer or an affiliate of a broker-dealer.

Selling Stockholders who are broker-dealers or affiliates of broker-dealers are indicated by footnote. We have been advised that these broker-dealers and affiliates of broker-dealers who hold shares of Common Stock

included in the table below acquired the shares of our Common Stock in the ordinary course of business, not for resale. We have been advised that at the time of such receipt of shares, such persons did not have any agreements or understandings, directly or indirectly, with any person to distribute such common stock.

None of the Selling Stockholders or any of their respective affiliates have held a position or office, or had any other material relationship with us or any of our predecessors or affiliates except that (i) Jeffrey J. Guzy is Chief Executive Officer and President since January 22, 2020 and a director of the Company since November 17, 2017; (ii) Wm. Barrett Wellman is our Chief Financial Officer since March 16, 2020; (iii) Roger McLeod was a member of Barrister Agreement, if we failthat owned the majority of membership interests in Barrister prior to maintain an effective systemthe Acquisition, and currently is the beneficial owner of internal control over financial reporting, weapproximately 71.3% Common Stock of the Company; (iv) Jeffrey Delancey was Chief Executive Officer and a Director of the Company from May 18, 2019 until January 21, 2020 and a member of Barrister prior to the Acquisition; (v) Andrew Cardwell was a member of Barrister prior to the Acquisition; (vi) Lamar Resources, LLC was a member of Barrister prior to the Acquisition; (vii) Newbridge and its affiliate Sandstone Group Corp. (“Sandstone”) provided advisory services to the Company with respect to the Acquisition; and (v) MEC Consulting, Inc. (“MEC”) is owned by Mark Crone, the owner of The Crone Law Group, P.C., the Company’s legal counsel.

 We may require the Selling Stockholders to suspend the sales of the securities offered by this prospectus upon the occurrence of any event that makes any statement in this prospectus, or the related registration statement, untrue in any material respect, or that requires the changing of statements in these documents in order to make statements in those documents not misleading. We will file a post-effective amendment to this registration statement to reflect any material changes to this prospectus.

All shares of Common Stock that are covered by this prospectus are expected to be able to accurately report our financial results or prevent fraud. Asfreely tradable. The sale by the Selling Stockholders of a result, shareholderssignificant number of shares registered in this offering at any given time could lose confidence in our financial and other public reporting, which would harm our business andcause the tradingmarket price of our common stock. stock to decline and to be highly volatile.

PLAN OF DISTRIBUTIONEffective internal controls over financial reporting are necessary

There has been no market for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud. Any failure to implement required newour securities. Our Common Stock is not traded on any exchange or improved controls or difficulties encountered in their implementation could cause us to fail to meet our reporting obligations. In addition, any testing by us conducted in connection with Section 404on the over-the-counter market. After the effective date of the Sarbanes-Oxley Act, or any subsequent testing by our independent registered public accounting firm may reveal deficiencies in our internal controls over financial reporting that are deemedregistration statement relating to be material weaknesses or that may require prospective or retroactive changesthis prospectus, we hope to our financial statements or identify other areas for further attention or improvement. Inferior internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect, when and ifmarket maker file an application with FINRA for our common stock publicly trades,to be eligible for trading on one of the trading pricetiers of our common stock.

OTC Markets, Inc. We do not yet have a market maker who has agreed to file such application. The shares in this Offering are being offered and sold on in a direct public offering. We can accept net proceeds under this Offering asSelling Stockholder will be offering the shares of common stock are purchased. There is no escrowbeing covered by this prospectus at a fixed price of $2.00 per share until a market develops, if at all, and thereafter at prevailing market prices or minimum investment requirement. Weprivately negotiated prices.

Once a market has developed for our common stock the Selling Stockholders may, accept subscription payments forfrom time to time, sell, transfer, or otherwise dispose of any or all of their shares on any stock exchange, market, or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. The Selling Stockholders may use any one or more of the following methods when disposing of shares:

·on any national securities exchange or quotation service on which the Shares may be listed or quoted at the time of sale; 

·in the over-the-counter market; 

·in the transactions otherwise than on these exchanges or systems or in the over-the-counter market; 

·ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; 

·block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction; 

·purchases by a broker-dealer as principal and resale by the broker-dealer for its account; 

·an exchange distribution in accordance with the rules of the applicable exchange; 

·privately negotiated transactions; 

·short sales; 

·through the listing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; 

·broker-dealers may agree with the Selling Stockholders to sell a specified number of such Shares at a stipulated price; 

·a combination of any such methods of sale; and 

·any other method permitted pursuant to applicable law. 

Brokers, dealers, underwriters, or agents participating in the distribution of the shares as agents may receive compensation in the form of commissions, discounts, or concessions from the Selling Stockholders and/or purchasers of the common stock even thoughfor whom the aggregate Offering net proceeds wouldbroker-dealers may act as agent. The compensation paid to a particular broker-dealer may be not sufficientless than or in excess of customary commissions.

The Selling Stockholders and any underwriters, broker-dealers or agents that participate in the sale of the common stock may be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. Selling stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to commence revenue-generating operations.  the prospectus delivery requirements of the Securities Act.

In connection with the sale of our common stock, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of our common stock short and deliver shares to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell such shares.

Neither we nor the Selling Stockholders can presently estimate the amount of compensation that any agent will receive. We can accept net proceedsknow of no existing arrangements between the Selling Stockholders, any other shareholder, broker, dealer, underwriter, or agent relating to the sale or distribution of the shares offered by this prospectus. At the time a particular offer of shares is made, a prospectus supplement, if required, will be distributed that will set forth the names of any agents, underwriters, or dealers and any compensation from the selling shareholder, and any other required information.

We will pay all of the expenses incident to the registration, offering, and sale of the shares to the public other than commissions or discounts of underwriters, broker-dealers, or agents. Any commissions, discounts or other fees payable to brokers-dealers in connection with any sale of the shares of common stock as they are sold.  There is no minimum aggregate net proceeds and no escrow requirement.  This Offering’s net proceeds will be usedborne by the Selling Stockholders, the purchasers participating in such transaction, or both.

Insofar as indemnification for general working capital needs,liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons, we have been advised that in the opinion of the SEC this indemnification is against public policy as expressed in the Securities Act and is therefore, unenforceable.

We have advised the Selling Stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling stockholders and their affiliates. In addition, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The Selling Stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

We and the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations under it, including, without limitation, Rule 10b-5.

cost of being a public corporation and salaries, andThis offering will not create or fund revenue-generating operations.  See “Use of Proceeds” below at page 71.terminate on the date that all shares offered by this prospectus have been sold by the selling stockholders.

Further,Under the securities laws of some states, the shares in this Offering are being offered andmay be sold in a direct public offering.  That means that CoJax will not use the services of an underwriter, and our executive officers and director will attempt to sellsuch states only through registered or licensed brokers or dealers. In addition, in some states the shares ofmay not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

Our common stock directly to investors. Sinceis not quoted on any exchange and there is no underwriter or distribution syndicatemarket for our common stock.

DESCRIPTION OF SECURITIES

The following description of our capital stock is only a summary and is qualified in its entirety by the Offering, there are no underwritersprovisions of our Articles of Incorporation, as amended and restated, and our By-laws, which have been filed as exhibits to undertakethe registration statement of which this prospectus forms a due diligence or comparable examinationpart. Our authorized stock is consisting of CoJax and its business and affairs; investors do not have the benefit of that underwriter due diligence review in this Offering.  The lack of an underwriter and brokerage network for the purchase or sale of300,000,000 shares of common stock means that we may be unable to sell any substantial number ofCommon Stock and 50,000,000 shares of commonpreferred stock, under the Offering or require an extended period to sell any significant number of shares of common stock. A direct public offering also means that we may fail to sell any shares due to lack of a distribution network of an underwritten public offering and limited ability to sell shares.

There is no assurance that CoJax common stock will be approved for quotation on the NASDAQ Capital Markets.  Even if qualified to be approved for quotation of its common stock, CoJax common stock may not be approved for quotation since the approval is at the discretion of NASDAQ, and NASDAQ may rely on a number of reasons to deny quotation on NASDAQ Capital Market.  CoJax has no plans to seek quotation of its common stock on The OTC Markets Group, Inc. Even if quoted on the NASDAQ Capital Market, CoJax commons stock will not have a liquid market reflecting fair marketpar value of the common stock without adequate primary market maker, and institutional investor support, which support does not exist as$0.10 per share. As of the date of this prospectus, 4,096,751 shares of Common Stock and may not develop in the future. 30,000 shares of Series A Preferred Stock are issued and outstanding.

We may issueCommon Stock

Holders of the Company’s Common Stock are entitled to one (1) vote per share on all matters requiring or presented for a shareholder vote. There are no pre-emptive or cumulative voting rights for the Common Stock.   The right to dividends for the issued shares of Common Stock are subordinate to the dividend distribution rights of any series of the Preferred Stock, unless an authorized series of preferred stock provides otherwise.   Holders of Common Stock are entitled to the distribution of the balance of any assets available for distribution among the stockholders of Common Stock ratably according to the number of shares Common Stock held by them, respectively, subject to the rights of the stockholders of preferred stock, on a return of capital on a liquidation, reduction of capital or otherwise (other than on a repurchase of shares).  

Preferred Stock

The Board of Directors may determine the designation, rights, preferences, authorized shares, and obligations of each series of Preferred Stock. The creation of a series of preferred stock requires an amendment to the Company’s Articles of Incorporation. Under the Virginia Stock Corporation Act of the Code of Virginia, 1950, as amended (“VSCA”), a corporation’s Articles of Incorporation may be amended if adopted and declared advisable by the board of directors and approved by holders of a majority of the outstanding shares entitled to vote.

Series A Preferred Stock.

On January 23, 2020, the Company amended its Amended and Restated Articles of Incorporation and created and authorized 50,000 shares of Series A Preferred Stock.  The shares of Series A Preferred Stock are: (i) not entitled to dividends; (ii) convertible on demand of holder to, and upon occurrence of a merger or other significant corporate transaction into, 10 shares of Company Common Stock; (iii) entitled to a 1% per share liquidation dividend with preference over liquidation distribution to shares of Common Stock; and (iv) entitled to one vote per share on all matters presented for stockholders approval and vote with the shares of Common Stock as a single class of voting securities, except for the following corporate actions that could adversely affectrequire a separate approval of holders of shares of our common stock.  If weSeries A Stock by a majority vote: (a) to alter or change the rights, preferences or privileges of the Series A Preferred Stock that can materially and adversely affect such shares; (b) to amend the Amended and Restated Articles of Incorporation, as amended, or Bylaws of the Corporation in a manner which materially and adversely affects the rights, preferences or privileges of the Series A Preferred Stock; or (c) to create, or authorize the creation of, or issue or obligate itself to issue shares  of, preferredany additional class or series of capital stock inor other securities, unless the future that have a preference over shares of our common stocksame ranks junior to or equal to the Series A Preferred Stock with respect to the distribution of assets on the liquidation, dissolution or  winding up of the Corporation and the payment of dividends or upon our liquidation, dissolution,other payments or winding up, or if we issuedistributions.   On

January 4, 2021, the Company issued 20,000 shares of Series A convertible preferred stock with voting rights that dilute the voting power ofto Jeffrey J. Guzy, our Chief Executive Officer and 10,000 shares of our commonSeries A convertible stock to Wm. Barrett Wellman, the rightsChief Financial Officers.  Each share of holdersSeries A Stock is convertible at the option of the holder to ten (10) shares of our common stock or the trading price of shares of our common stock, when and if public traded, could be adversely affected.Common Stock.

We doWarrants, Options and Other Convertible Securities

As of June 23, 2021, the Company did not intendissue warrants or options to pay dividends on our common stock,purchase shares of Common Stock. Except for the 30,000 Series A Preferred Stock, convertible into 300,000 shares of Common Stock, the Company does not have any outstanding securities that may be converted into shares of Common Stock.

Transfer Agent

The transfer agent and our ability to pay dividends onregistrar for our common stock is restricted. We have not historically paid a dividend on our common stock, cash or otherwise,Equity Stock Transfer LLC, with an address of 237 W 37th St. Suite 602, New York, NY 10018, and do not intend to do so in the foreseeable future.  Any future dividends also may also be restricted by any loan or debt agreements. telephone number: 212.575.5757.

Virginia Anti-Takeover Statutes

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

This prospectusVirginia law contains forward-looking statements. All statementsprovisions 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 stockholder, for a period of three years following the date that such person became an interested stockholder unless:  (i) a majority of (not fewer than two) disinterested directors of the corporation and the holders of two-thirds of the voting shares, other than statementsthe shares beneficially owned by the interested stockholder, approve the affiliated transaction; or (ii) before or on the date the person became an interested stockholder, a majority of historical facts contained or incorporated by referencedisinterested directors approved the transaction that resulted in the shareholder becoming an interested stockholder.   Affiliated transactions subject to this prospectus, including statements regarding our future operating results and financial position,approval requirement include mergers, share exchanges, material dispositions of corporate assets not in the ordinary course of business, strategy, and plans and objectives of management for future operations, are forward-looking statements. Our forward-looking statements are generally accompanied by words such as “may,” “should,” “expect,” “believe,” “plan,” “anticipate,” “could,” “intend,” “target,” “goal,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” or “continue” or the negative of these terms or other similar expressions. Any forward-looking statements contained or incorporated by reference in this prospectus speak only asany dissolution of the datecorporation 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 we make them and are based upon our historical performance and on current plans, estimates, and expectations. Forward-looking statements contained or incorporatedincreases the percentage of voting shares owned beneficially by reference in this prospectus include or may include, but are not limited to, statements about: an interested shareholder by more than five percent.

·Under the VSCA, a corporation can elect to be exempted from this statutory provision by placing a statement to that effect in its articles of incorporation and exempts certain corporations from the affiliated transaction statutory provision. While Our Articles of Incorporation do not contain this specific exemption from this Virginia statute regarding affiliated transactions, the Company qualifies for a statutory exemption because it is a publicly traded corporation with less than 300 shareholders.

Virginia law also permits a corporation to exempt itself from this statutory provision by placing a statement to that effect in its articles of incorporation. We have adopted such exemption in our business strategy;Articles of Incorporation. 

·our plans, objectives, expectations,

DESCRIPTION OF BUSINESS

Overview

We are an early-stage corporation seeking to become an independent energy company focused on the acquisition and intentions, includingsubsequent exploitation and development of crude oil in the pending consummationGulf States Drill Region.  The Company was incorporated on November 13, 2017, under the laws of the Barrister Agreement;   

·our future operating resultsCommonwealth of Virginia to acquire, fund, and future operating results of Barrister as a wholly-owned subsidiary of CoJax;  

·the competitive nature of the industry in which we will conduct our business;  

·crude oil and natural gas commodity prices;  

·demand for oil;  

·the impact of adverse weather conditions and unexpected events like the COVID-19 pandemic and other pandemics or epidemics;   

·the effects of government regulation and changes in that regulation;  

·legal proceedings, liability claims, and effect of external investigations;  

·the effect of a loss of, or the financial distress of, one or more key customers of our future, proposed oil production;  

·once we start operations, our ability to obtain or renew customer or supply contracts;  

·once we start operations, the effect of a loss of, or interruption in operations of, one or more key vendors, suppliers or contractors;   

·our ability to maintain the right level of commitments under any future oil supply agreements;  

·the market price and availability of materials or equipment;   

·the impact of new technology onoperate oil exploration and production and our ability to acquire and use that technology;  

·our ability to employ or engage as contractors a sufficient number of skilled and qualified workers and to retain key management members;  

·our ability to obtain permits, approvals, and authorizations from governmental and third parties;  

·planned acquisitions and future capital expenditures, including Barrister Agreement;  

·our ability to maintain effective information technology systems and guard against cyber-attacks or hacking;  

·our ability to maintain an effective system of internal controls over financial reporting;  

·our ability to service our debt obligations, including the Assumed Debt;  

·financial strategy, liquidity or capital required for our ongoing operations and acquisitions, and our ability to raise additional capital to acquire and expand oil drilling and production and to fund overhead;  

·When and if our common stock is publicly traded, then the market volatility of our stock; and  

·The impact of the acquisition of Barrister and Assumed Debt on us.  

We caution you that the foregoing list may not contain all of the forward-looking statements made or incorporated by reference in this prospectus. You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this prospectus primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in the section entitled “Risk Factors” in this prospectus. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained or incorporated by reference in this prospectus. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements. 

The forward-looking statements made or incorporated by reference in this prospectus relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made or incorporated by reference in this prospectus to reflect events or circumstances after the date of this prospectus, respectively, or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future, post-Barrister acquisitions, mergers, dispositions, joint ventures, or investments we may make.

Summary Financial Data

The following table shows the summary financial data for our company for the periods and as of the dates indicated. Our results are not necessarily indicative of future operating results. The summary financial data presented below are qualified in their entirety by reference to and should be read in conjunction with “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Financial Statements, on page ** of this prospectus. 

Our audited financial statements as of December 31, 2019, and December 31, 2018, have been audited by Haynie & Company, CPAs, an independent registered public accounting firm, as set forth in their report, which contains an explanatory paragraph regarding the Company’s ability to continue as a going concern, thereon appearing elsewhere herein and in the Registration Statement, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing. You should read the following summary data in conjunction with "Use of Proceeds," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and the historical and pro forma financial statements included elsewhere in this prospectus.  Any historical financial results of our Predecessor are not necessarily indicative of results to be expected for any future periods.

Summary Statements of Operations