United States securities and exchange commission logo





                            March 24, 2022

       Jeffrey J. Guzy
       Chief Executive Officer and Director
       CoJax Oil and Gas Corporation
       3033 Wilson Blvd, Suite E-605
       Arlington, VA 22201

                                                        Re: CoJax Oil and Gas
Corporation
                                                            Form 10-K for the
Fiscal Year ended December 31, 2020
                                                            Filed May 14, 2021
                                                            Response dated
February 9, 2022
                                                            File No. 333-232845

       Dear Mr. Guzy:

              We have reviewed your February 9, 2022 response to our comment
letter 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 these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

            After reviewing your response to these comments, we may have
additional
       comments. Unless we note otherwise, our references to prior comments are
to comments in our
       December 1, 2021 letter.

       Form 10-K for the Fiscal Year ended December 31, 2020

       Management's Discussion and Analysis, page 44

   1.                                                   Given your merger with
Barrister Energy LLC on November 17, 2020, and considering
                                                        the financial
statements that you filed August 12, 2020 on a Form 8-K/A, reporting
                                                        revenues of $63,534 for
2019 and $160,492 for 2018, it appears that you should update
                                                        disclosures on pages
22, 36, 45, 59, and 68, which state that you have no revenue
                                                        generating operations,
to clarify the current status of your operations.

                                                        You should explain how
the properties have performed each period relative to the earlier
                                                        periods and if
operations have been curtailed or if production has declined, you should
                                                        also quantify the
changes in volumes and the financial effects and state the reasons.
 Jeffrey J. Guzy
FirstName   LastNameJeffrey J. Guzy
CoJax Oil and  Gas Corporation
Comapany
March       NameCoJax Oil and Gas Corporation
       24, 2022
March2 24, 2022 Page 2
Page
FirstName LastName

         Given the provisions in Sections 1.1.2 and 21 of the Purchase and Sale
Agreement at
         Exhibit 2.2 to the Form 8-K that you filed on June 22, 2020,
indicating the oil and gas
         properties continue to be managed by the former owner and that
proceeds from the sales
         of any production were to be retained by the former owner to reduce
the amount of the
         note payable, you should also have disclosure of this arrangement in
the notes to your
         financial statements, and a discussion of change or the absence of
change in the note
         payable balance, and the implications for cash flows to the company in
MD&A.

         As it appears that you will need to recognize Barrister Energy LLC as
the accounting
         acquirer in the merger, you will also need to expand your disclosures
in MD&A to address
         the results of operations including the oil and gas properties for all
periods.
Financial Statements
Note 3 - Summary of Significant Accounting Policies, page 60

2.       We understand from your response to prior comment one that you have
adopted the Full
         Cost Method of accounting for oil and gas producing activities and
will conform
         disclosures in your periodic reports accordingly, although you state
that you do not
         believe this is required because you had not engaged in drilling
activities.

         Given that you report having acquired producing oil and gas properties
in your merger
         with Barrister Energy LLC, and disclose oil and gas reserves on pages
15 and 71, you are
         considered to be engaged in oil and gas producing activities as
defined in FASB ASC 932-
         10-15-2A, and are required to disclose the accounting method being
applied in the notes to
         your financial statements by FASB ASC 932-235-50-1.

         In addition to resolving the inconsistencies between disclosures of
the accounting policy
         being applied, please also resolve the inconsistencies between the
reserve disclosures on
         the pages referenced above and provide all of the information
prescribed by FASB ASC
         932-235-50 in the supplemental notes to your financial statements.
Note 5 - Acquisition, page 63

3.       We have considered the information provided in your response to prior
comment two,
         indicating that you have not accounted for the transaction with
Barrister Energy LLC as a
         reverse merger because Cojax Oil and Gas Corporation did not undergo a
change in
         control; you state that your CEO and CFO "were continuing to exercise
control of the
         operation and business" following the acquisition.

         However, in the Form 8-K that you filed on November 20, 2020 to
announce completion
         of the transaction, you disclosed that "voting control of CoJax will
be held by the former
         Barrister Members as new shareholders of CoJax Common Stock" and you
quantified that
         interest at 99.9% of your outstanding common shares.
 Jeffrey J. Guzy
CoJax Oil and Gas Corporation
March 24, 2022
Page 3
         We understand that your CEO held a single common share and that your
CFO did not
         hold any common shares upon completing this transaction.

         You mention that you assumed the $2.7 million purchase obligation of
Barrister Energy,
         LLC, which arose in an earlier acquisition of its interests in oil and
gas properties, and you
         refer to subsequent issuances of convertible preferred shares and
common shares in
         January 2021 and February 2021, which have increased the interests of
your CEO and
         CFO to about 7% on a full diluted basis as of March 31, 2021 and
September 30, 2021.

         Given the magnitude of the voting interests conveyed to the former
members and the
         relative size of the entities, it appears that Barrister Energy LLC
should be identified as
         the accounting acquirer, following the guidance in FASB ASC
805-10-55-12(a), 55-12(c),
         and 55-13. While the officers may have influence over business
operations and policies,
         you have not established how this would override the concentration of
voting interests; the
         subsequent issuances of shares would not be properly considered in the
accounting
         determination that is required pursuant to FASB ASC 805-20-25-1.

         Therefore, it appears that you should comply with the guidance on the
preparation of
         financial statements following a reverse merger in FASB ASC 805-40-45.
Note 9 - Related Party Transactions, page 65

4.       We understand that on January 4, 2021 you issued 30,000 shares of
Series A Convertible
         Preferred Stock to your CEO and CFO. Please file the certificate of
designation for your
         Series A Convertible Preferred Stock to comply with Item 601(b)(4) of
Regulation S-K.
        You may contact Joseph Klinko, Staff Accountant, at (202) 551-3824 or
Karl
Hiller, Branch Chief, at (202) 551-3686 with any questions.



FirstName LastNameJeffrey J. Guzy                               Sincerely,
Comapany NameCoJax Oil and Gas Corporation
                                                                Division of
Corporation Finance
March 24, 2022 Page 3                                           Office of
Energy & Transportation
FirstName LastName