Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On May 9, 2022, the Board of directors of CoJax Oil and Gas Corporation (the
"Company") determined that the Company's previously issued financial statements
included in the annual report on form 10-K for the year ended 2020 (the "2020
Annual Report") and in subsequent Quarterly Reports on Form 10-Q for the quarter
ended March 31, 2021, June 30, 2021, and September 30, 2021 (the "Quarterly
Reports") should not be relied upon. In the Annual Report and the subsequent
Quarterly Reports, we accounted for our November 17, 2020 acquisition (the
"Acquisition") of Barrister Energy, LLC ("Barrister") as a business combination
and reported the properties acquired at the fair value of purchase
consideration, including the common shares issued and debt assumed. After
further analysis and discussions, we concluded that due to the number of shares
being issued to Barrister, the Acquisition should be accounted for as an
"acquisition under common control" as defined by ASC 805-50-30. Under this
guidance, the assets and liabilities acquired are recorded at the carrying value
of Barrister. As a result, the carrying value of our oil and gas properties
will decrease from $10,000,000 to $2,700,000. Our stockholders' equity will also
decrease by the same amount. There will be no effect on our net loss.
The Board discussed with the Company's independent accountant the matters
disclosed in this Report on Form 8-K pursuant to this item 4.02.
The Company will complete the restatements and will file the amended Annual
Report and the subsequent Quarterly Report, followed by Annual Report on Form
10-K for the year ended December 31, 2021, with the corrected audited financial
statements.
Although the Company cannot yet estimate when it will complete the restatements
and file the amended Annual Report and Quarterly Reports, the Company is working
diligently and expeditiously toward the completion of the restatements and
intends to file the amended 2020 Annual Report and Quarterly Reports and the
Annual report for the year ended December 31, 2021, as soon as reasonably
practicable.
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