UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
__________________
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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| Item 4.01 | Changes in Registrant’s Certifying Accountant. |
Effective as of January 4, 2024, CoJax Oil and Gas Corporation, a Virginia corporation (the “Company”), dismissed Sadler, Gibb & Associates, LLC (“Sadler Gibb”) as the Company’s independent registered public accounting firm engaged to audit the Company’s financial statements. The dismissal of Sadler Gibb was approved by the Company’s board of directors (“Board”) on the same date.
Sadler Gibb served as the Company’s independent auditor between September 30, 2022 and January 4, 2024. The report of Sadler Gibb regarding the Company’s financial statements for the fiscal year ended December 31, 2022, being the most recent fiscal year for which the Company has filed audited financial statements with the Securities and Exchange Commission (the “SEC”), did not contain any adverse opinions or disclaimers of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles, except that such report included explanatory paragraphs with respect to the Company’s ability, in light of its accumulated losses and negative cash flows from operations, to continue as a going concern.
During the fiscal year ended December 31, 2022 and through January 4, 2024, there were no (a) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K) with Sadler Gibb on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to Sadler Gibb’s satisfaction, would have caused Sadler Gibb to make reference to the subject matter thereof in connection with its reports for such year; or (b) reportable events, as described under Item 304(a)(1)(v) of Regulation S-K.
In accordance with Item 304(a)(3) of Regulation S-K, the Company provided Sadler Gibb with a copy of the disclosures contained in this Current Report on Form 8-K prior to its filing with the SEC and requested Sadler Gibb to furnish it with a letter addressed to the SEC stating whether it agrees with such disclosures, and if not, stating the respects in which it does not agree. A copy of Sadler Gibb’s letter, dated January 10, 2024, is filed herewith as Exhibit 16.1 to this Current Report on Form 8-K.
On January 4, 2024, the Board, acting as the audit committee, approved an appointment of M & K CPAS, PLLC (“M&K”), as the Company’s independent registered public accountant firm for the year ended December 31, 2023, and the Company appointed M&K as its independent registered public accountant firm for the year ended December 31, 2023, effective immediately.
During the Company’s two most recent fiscal years, and through the date hereof, neither the Company nor anyone on the Company’s behalf consulted M&K regarding either:
(i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided nor oral advice was provided to the Company that M&K concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or
(ii) any matter that was either the subject of a disagreement (as defined in paragraph 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph 304(a)(1)(v)) of Regulation S-K).
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit No. | Description | |
| 16.1 | Letter from Sadler, Gibb & Associates, LLC | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 10, 2024
COJAX OIL AND GAS CORPORATION
By: /s/ Jeffrey J. Guzy
Jeffrey J. Guzy
Title: Chief Executive Officer