Item 1A. Risk Factors

We are a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act, and are not required to provide the information under this item.

~~Item 2. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities~~

Except as set forth below, there were no sales of equity securities sold during the period covered by this Quarterly Report that were not registered under the Securities Act and were not previously reported in a Current Report on Form 8-K filed by the Company.

On April 11, 2025, the Company issued 170,116 shares of Common Stock at $2.00 per share to Mr. Wellman in lieu of the accrued salary liability of $340,232 for services performed by Mr. Wellman in his previous role as Chief Financial Officer of the Company.

The above issuance did not involve any underwriters, underwriting discounts or commissions or any public offering and we believe is exempt from the registration requirements of the Securities Act by virtue of Section 4(2) thereof as a transaction not involving a public offering.

CoJax Oil & Gas Corp

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