Initial Statement of Beneficial Ownership (3)
15 November 2022 - 8:36PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Biglane Peter |
2. Date of Event Requiring Statement (MM/DD/YYYY)
1/14/2022
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3. Issuer Name and Ticker or Trading Symbol
CoJax Oil & Gas Corp [CJAX]
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(Last)
(First)
(Middle)
1310 HOMEWOOD DR. |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Street)
LAUREL, MS 39440
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 1350000 (1) | I | By Rosswood Capital LLC (2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | This Form 3 is filed jointly by Rosswood Capital LLC ("Rosswood") and Peter Biglane ("Mr. Biglane" and together with RC Ventures, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
(2) | These shares were issued to Central Operating, LLC upon debt conversion of $2,700,000, the total outstanding amount due by the registrant to Central Operating, LLC pursuant to the Debt Exchange Agreement, dated November 16, 2021, and subsequently transferred by a gift transfer to Rosswood Capital LLC. Securities of the Issuer owned directly by Rosswood. Mr. Biglane, as the Manager of each of Central Operating LLC and Rosswood, may be deemed to beneficially own the securities of the Issuer which are owned directly by Rosswood. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Biglane Peter 1310 HOMEWOOD DR. LAUREL, MS 39440 |
| X |
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Rosswood Capital, LLC 1310 HOMEWOOD DRIVE LAUREL, MS 39440 |
| X |
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Signatures
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/s/ Peter Biglane | | 11/15/2022 |
**Signature of Reporting Person | Date |
/s/ Peter Biglane, Manager | | 11/15/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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