March 11, 2019

Jeffrey J. Guzy
Executive Chairman
CoJax Oil & Gas Corp
3033 Wilson Boulevard, Suite E-605
Arlington, Virginia 22201

       Re: CoJax Oil & Gas Corp
           Draft Registration Statement on Form S-1
           Submitted February 14, 2019
           Amendment No.1 to
           Draft Registration Statement on Form S-1
           Submitted February 15, 2019
           CIK No. 0001763925

Dear Mr. Guzy:

       We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.

       Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.

      After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Form DRS/A filed February 15, 2019

Cover page

1.     You disclose that you intend to offer and sell the shares of common
stock through your
       officers and directors. As this appears a best efforts offering without
a minimum
       number of shares that must be sold and proceeds received will be
immediately available to
       you, please disclose the effects on investors both here and in the risk
factors. For example,
       disclose that you may receive no proceeds or very minimal proceeds from
the offering,
       and that in the event you do not raise sufficient capital to implement
your planned
 Jeffrey J. Guzy
FirstName & Gas Corp
CoJax Oil LastNameJeffrey J. Guzy
Comapany2019
March 11, NameCoJax Oil & Gas Corp
March 11, 2019 Page 2
Page 2
FirstName LastName
         operations, an investor's entire investment could be lost. See Item
501(b)(8) of Regulation
         S-K.
2.       Your prospectus cover page states that the offering will be conducted
by officers and
         directors without commissions, thus your gross proceeds should be
consistent with the
         total public offering price of $6 million. However, you list your
"proceeds before
         expenses to us" as being $1.90 per share resulting in proceeds of $5.7
million. Please
         explain this discrepancy and revise your disclosure accordingly. For
example, clarify
         whether you are paying a commission to your officers and directors or
are otherwise
         paying such a commission to another entity, and clarify any basis of
underwriting.
Corporate History and Recent Developments, page 7

3.       You disclose that you have executed an investment banking and
corporate advisory
         agreement with Newbridge Securities Corporation, and that this
agreement will be filed as
         an exhibit. However, we note such agreement is not filed nor listed in
the exhibit index.
         Please file the agreement with Newbridge Securities Corporation. See
Item 601 of
         Regulation S-K.
Management and Board of Directors
Executive Officers, page 34

4.       Please identify the time periods associated with Mr. Delancey's
business experience over
         the past five years. In this regard, it is unclear his duration of
employment as CEO of
         Delancey's Pumping Services, Inc. See Item 401(e) of Regulation S-K.
Use of Proceeds, page 44

5.       We note you disclose the net proceeds from this Offering, after
deduction of estimated
         expenses, will be approximately $5,700,000 if all shares of Common
Stock offered are
         sold. However, the estimated offering expenses appear inconsistent
with the estimated
         expenses of the offering described in Part II of the registration
statement. Please explain
         this discrepancy or revise.
6.       You appear to disclose the impact of receiving proceeds at 50% and
100% of the shares
         sold. As this appears a best efforts, no minimum offering , please
revise to also
         disclose the impact of receiving funds at more varying levels, e.g.,
10%, 25%, 75% of the
         shares being sold. See Instruction 1 to Item 504 of Regulation S-K.
Financial Statements, page FS-1

7.       Please update your registration statement to include audited financial
statements for the
         fiscal year ended December 31, 2018 to comply with Rule 8-08(b) of
Regulation S-X.
 Jeffrey J. Guzy
CoJax Oil & Gas Corp
March 11, 2019
Page 3
General

8.       Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
        You may contact John Cannarella at (202) 551-3337 or Karl Hiller,
Accounting Branch
Chief, at (202) 551-3686 if you have questions regarding comments on the
financial statements
and related matters. Please contact Kevin Dougherty at (202) 551-3271 or Lauren
Nguyen,
Legal Branch Chief, at (202) 551-3642 with any other questions.



FirstName LastNameJeffrey J. Guzy                              Sincerely,
Comapany NameCoJax Oil & Gas Corp
                                                               Division of
Corporation Finance
March 11, 2019 Page 3                                          Office of
Natural Resources
FirstName LastName