What changed in this filing

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Item 1. Financial Statements

2021-05-17 compared with 2020-11-16 · 790 added, 559 removed, 778 unchanged (63% of the section changed)

1 unchanged sentence

to the Condensed Consolidated Financial Statements

Condensed Consolidated Balance Sheets at September 30, 2020 (unaudited) and December 31, 2019

Condensed Consolidated Statements of Operations for the Three and Nine Ended September 30, 2020 and 2019 (unaudited)

Condensed Consolidated Statements of Stockholders’

Deficit for the Three Months Ended September 30, 2020 and 2019 (unaudited)

Condensed Consolidated Balance Sheets at March 31, 2021 (unaudited) and December 31, 2020

Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2021 and 2020 (unaudited)

Condensed Consolidated Statements of Stockholders’

Deficit for the Nine Months Ended September 30, 2020 and 2019 (unaudited)

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2020 and 2019 (unaudited)

Deficit for the Three Months Ended March 31, 2021 and 2020 (unaudited)

Condensed Consolidated Statements of Cash Flows for Three Months Ended March 31, 2021 and 2020 (unaudited)

Notes to the Condensed Consolidated Financial Statements (unaudited)

Consolidated Balance Sheets

September 30, 2020

March 31, 2021

December 31, 2020

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Unearned revenue

Notes payable

Operating lease liability

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500,000 shares authorized;

173,974 and none shares outstanding, respectively

217,293 and 173,974 shares issued and outstanding, respectively

Preferred stock par value $0.0001:

4,500,000 shares authorized;

none and 288,448 shares issued and outstanding, respectively

5,000 and 288,448 shares issued and outstanding, respectively

Common stock par value $0.0001:

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Total Liabilities and Stockholders’

accompanying notes to the condensed consolidated financial statements

accompanying notes to the unaudited condensed consolidated financial statements.

Consolidated Statements of Operations

For the Three Months Ended

For the Nine Months Ended

September 30, 2020

September 30, 2019

September 30, 2020

September 30, 2019

March 31, 2021

March 31, 2020

Cost of revenues

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Interest expense

Total other expenses

Total other income (expenses)

Loss before income tax provision

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Series A Preferred dividends

Net loss attributable to common

$ (1,284,709 )

Net loss attributable to common stockholders

$ (2,411,977 )

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Loss per share - diluted

Weighted average common shares outstanding - basic

Weighted average common shares outstanding - diluted

accompanying notes to the condensed consolidated financial statements

Weighted average common shares outstanding –

accompanying notes to the unaudited condensed consolidated financial statements.

Consolidated Statement of Stockholders’

the Three Months Ended September 30, 2020

the Three Months Ended March 31, 2021

Series A Preferred Stock

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Stockholders’

Balance, June 30, 2020

$ (28,672,802 )

$ (6,790,189 )

Share-based compensation

Cancellation of Preferred shares

Issuance of preferred stock for settlement of accrued liabilities

Deemed dividend

Balance, September 30, 2020

$ (29,416,628 )

$ (6,267,202 )

the Three Months Ended September 30, 2019

Preferred Stock

Par Value $0.0001

Stockholders’

Balance –

June 30, 2019

$ (26,159,987 )

$ (5,309,493 )

Balance, December 31, 2020

Share-based compensation

Balance –

September 30, 2019

$ (27,185,652 )

$ (5,920,459 )

accompanying notes to the condensed consolidated financial statements

Consolidated Statement of Stockholders’

the Nine Months Ended September 30, 2020

Series A Preferred Stock

Warrants issued for services

Issuance of Series B preferred shares and warrants –

net of offering costs

Series A Preferred declared dividends

Balance, March 31, 2021

the Three Months Ended March 31, 2020

A Preferred Stock

Par value $0.0001

Preferred Stock

Par value $0.0001

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Stockholders’

Balance, December 31, 2019

$ (28,098,745 )

$ (6,256,729 )

Share-based compensation

Cancellation of Preferred shares

Issuance of preferred stock for settlement of accrued liabilities

Deemed dividend

Balance, September 30, 2020

$ (29,416,628 )

$ (6,267,202 )

the Nine Months Ended September 30, 2019

Preferred Stock

Par Value $0.0001

Stockholders’

Balance –

December 31, 2019

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$ (6,256,729 )

Share-based compensation

Balance –

September 30, 2019

March 31, 2020

$ (28,282,359 )

$ (6,419,172 )

accompanying notes to the condensed consolidated financial statements

accompanying notes to the unaudited condensed consolidated financial statements.

Consolidated Statements of Cash Flows

For the Nine Months Ended

September 30, 2020

September 30, 2019

For the Three Months Ended

March 31, 2021

March 31, 2020

Cash Flows From Operating Activities:

$ (2,468,875 )

$ (1,248,762 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

Accretion of debt discount

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Share-based compensation

Gain on write-off of CONtv joint venture

Changes in operating assets and liabilities:

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Purchase of property and equipment

Purchase of intangible assets

Net Cash Used In Investing Activities

Cash Flows from Investing Activities:

Proceeds from issuance of Series B preferred shares and warrants - net

Proceeds from notes payable

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Supplemental disclosure of noncash investing and financing activities:

Right-of-use assets obtained in exchange for lease obligations

Deemed dividend

accompanying notes to the condensed consolidated financial statements

accompanying notes to the unaudited condensed financial statements.

to the Condensed Consolidated Financial Statements

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diversify its revenue generation capabilities by manufacturing, marketing and selling Jevo units and related consumables, both

nationally and internationally to:

bars, restaurants, clubs, casinos, hotels, cruise lines, resorts and other establishments that

nationally and internationally to bars, restaurants, clubs, casinos, hotels, cruise lines, resorts and other establishments that

serve beverages (both alcoholic and non-alcoholic) to the public.

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the financial statements of the Company.

As of the date of this report, the purchase price allocation has yet to be valued.

Going Concern Analysis

Concern Analysis

Company had a loss from operations of $871,048 and $1,019,186 for the nine months ended September 30, 2020 and 2019, respectively.

On September 30, 2020, we had cash and cash equivalents of approximately $2.1 million and a working capital deficit of approximately

Company had a loss from operations of $3,077,678 and $27,273 for the three months ended March 31, 2021 and 2020, respectively.

On March 31, 2021, we had cash and cash equivalents of approximately $2.6 million and a working capital deficit of approximately

$3.2 million.

We have evaluated the significance of these conditions in relation to our ability to meet our obligations, which

had previously raised doubts about the Company’s ability to continue as a going concern through November 2021.

the Company believes that the effects of its cost savings efforts with regard to corporate overhead and show production expenses

commenced in 2017, together with the initiation of virtual activities and e-commerce, will guide the Company in a positive direction

as we continue to strive to attain profitability.

During 2019 and 2020, the Company has utilized internal controls, operating

procedures and techniques to control costs.

These operating changes have included staff cuts and the realignment of various operating

functions within the Company.

had previously raised doubts about the Company’s ability to continue as a going concern through March 2022.

Company believes that the effects of the expansion of virtual activities and e-commerce along with the entry into new business

verticals will guide the Company in a positive direction as we continue to strive to attain profitability.

because of the current situation with the Covid-19 virus, the Company was unable to produce any live events after the First Quarter

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how long the current situation with Covid-19 will continue and what impact the Covid-19 situation will ultimately have upon the

Company in Fourth Quarter of 2020 and beyond.

At this point, the Company has postponed all of the live shows that it has scheduled

In the face of the impact of Covid-19 on live events generally, the Company has focused on producing virtual events.

The first such virtual event was an interactive fan experience which took place on March 31, 2020 and since that time the Company

has produced approximately 150 virtual events during the current quarter.

In addition, the Company has moved into e-commerce with

online sales of collectables and the creation of the “Wizard World Vault”

as a site for consumers to purchase pop-culture

memorabilia and collectables.

disclosed in “Securities Purchase Agreement II”, On December 19, 2019, the Company entered into a securities purchase

agreement (the “Purchase Agreement”) with Barlock 2019 Fund, LP (the “Purchaser”), for the sale of the

Company’s securities, comprised of (i) a $2,500,000 convertible debenture, convertible at a price of $2.50 per share, and

(ii) warrants to acquire 300,000 shares of the Company’s common stock at an exercise price of $2.50 per share.

As a condition

to Purchaser entering into the Purchase Agreement, the Company entered into a security agreement in favor of the Purchaser, granting

a security interest in substantially all of the property of the Company, whether presently owned or existing or hereafter acquired

or coming into existence, including but not limited to, its ownership interests in its subsidiaries, to secure the prompt payment,

performance and discharge in full of all of the Company’s obligations under the debenture.

The security interest is on equal

footing with certain other creditors of the Company.

The Company received $2,500,000 in cash from the offering of the securities

but was required to pay out of the closing proceeds, Purchaser’s attorney’s fees in the amount of $25,000.

has agreed with the Purchaser that the funds received will be restricted and utilized only for M&A opportunities, new business

ventures, brand extensions and the creation of new vertical opportunities by the Company.

The subject note contains a “ratchet”

provisions that adjusts the conversion rates of the note to the lowest rate the Company has agreed to issue stock.

of repricing board and employee options, (as discussed in Item 5 “Other Information”) to $0.25 reset the conversion

rate of the debenture to $0.25.

In light of the financial stress Covid-19 has placed on the Company the holder of the debenture

has agreed to not require payment due under the outstanding notes until December 31, 2022.

Company in 2021.

At this point, the Company has postponed all of the live shows that it has scheduled for 2021.

In the face of

the impact of Covid-19 on live events generally, the Company has focused on producing virtual events.

The first such virtual event

was an interactive fan experience which took place on March 31, 2020 and since that time the Company has produced approximately

200 virtual events.

In addition, the Company has moved into e-commerce with online sales of collectables and the creation of the

“Wizard World Vault”

as a site for consumers to purchase pop-culture memorabilia and collectables.

March 29, 2021, the Company entered into a Securities Purchase Agreement (the “Leviston Purchase Agreement”) with

Leviston Resources LLC (“Leviston”) dated March 26, 2021, pursuant to which the Company sold to Leviston, and the

Leviston purchased from the Company, 5,000 shares of the Company’s Series B Preferred Stock, par value $0.0001 per share

Series B Preferred Stock with an aggregate stated value of $5,400,000, a Series B Preferred Stock Purchase Warrant to purchase

5,000 shares of Series B Preferred Stock, having a term expiring on March 26, 2023 and a per share exercise price (subject to

adjustment for stock splits, reverse stock splits, mergers or reorganizations, and similar changes affecting shares of the Company’s

common stock, par value $0.0001 per share and/or securities entitling the holder thereof to acquire shares of Common Stock, as

applicable) of $1,000 (the “Series 1 Warrant”), and a Series B Preferred Stock Purchase Warrant to purchase 5,000

shares of Series B Preferred Stock, having a term expiring on March 26, 2024 and a per share exercise price (subject to adjustment

for stock splits, reverse stock splits, mergers or reorganizations, and similar changes affecting shares of Common Stock and/or

securities entitling the holder thereof to acquire shares of Common Stock, as applicable) of $1,000 (the “Series 2 Warrant”

and together with the Series 1 Warrant, the “Warrants,”

and together with the Closing Shares, the “Securities”).

The aggregate purchase price for the Securities is $5,000,000, which Leviston will pay as follows:

$2,000,000 on the Closing Date;

$500,000 on or before the date that is three business days from the date that the Company files a registration statement relating

to the shares of Common Stock issuable upon conversion of the Closing Shares and the shares of Series B Preferred Stock issuable

upon exercise of the Warrants;

and $2,500,000 on or before the date that is three business days from the date that such registration

statement is declared effective in accordance with the terms and provisions of the Registration Rights Agreement.

addition to its cost containment strategies, the Company identified opportunities to rapidly move into the areas of (i) retailing

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of equity relating to the non–controlling interest.

of September 30, 2020 and December 31, 2019, the aggregate non-controlling interest in ButtaFyngas was ($12,498).

of March 31, 2021 and December 31, 2020, the aggregate non-controlling interest in ButtaFyngas was ($12,498).

The non-controlling

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which is the face amount of the receivable net of the allowance for doubtful accounts.

As of September 30, 2020 and December 31,

As of March 31, 2021 and December 31, 2020,

the allowance for doubtful accounts was $0 and $0, respectively.

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Inventory was comprised of the following:

September 30, 2020

March 31, 2021

December 31, 2020

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estimated residual values) over the estimated useful lives of the respective assets as follows:

Estimated Useful

Computer equipment

Furniture and fixture

Leasehold improvements

Amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever period is shorter.

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transaction was not a business combination or acquisition of a business.

intangible assets are expected to be amortized using a straight-line method consistent with the expected future cash flows related

to the intangible asset.

Amortized intangible assets are reviewed for impairment whenever events or changes in circumstances exist

that indicate the carrying amount of an asset may not be recoverable.

When indicators of impairment exist, an estimate of undiscounted

net cash flows is used in measuring whether the carrying amount of the asset or related asset group is recoverable.

intangible assets are amortized using a straight-line method consistent with the expected future cash flows related to the intangible

asset, which has been determined to be ten (10) years.

Amortized intangible assets are reviewed for impairment whenever

events or changes in circumstances exist that indicate the carrying amount of an asset may not be recoverable.

When indicators

of impairment exist, an estimate of undiscounted net cash flows is used in measuring whether the carrying amount of the asset

or related asset group is recoverable.

of the amount of impairment, if any, is based upon the difference between the asset or asset group’s carrying value and

Fair value is determined through various valuation techniques, including market and income approaches as considered

No impairment has been recorded as of March 31, 2021.

- Cost Method, Equity Method and Joint Venture

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and is inactive.

the three and nine months ended September 30, 2020 and 2019, the Company recognized $0 losses from this venture, respectively.

of September 30, 2020 and December 31, 2019, the investment in CONtv was $0.

of September 30, 2020 and December 31, 2019, the amount due to CONtv was $224,241.

the three months ended March 31, 2021 and 2020, the Company recognized $0 losses from this venture, respectively.

of March 31, 2021 and December 31, 2020, the investment in CONtv was $0.

of March 31, 2021 and December 31, 2020, the amount due to CONtv was $0 and $224,241, respectively.

Value of Measurements

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will not occur.

None of the Company’s contracts as of September 30, 2020 contained a significant financing component.

None of the Company’s contracts as of March 31, 2021 contained a significant financing component.

the transaction price to performance obligations in the contract

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The following table disaggregates gross revenue by significant revenue stream for

the nine months ended September 30, 2020 and 2019:

For the Nine Months Ended

September 30, 2020

September 30, 2019

the three months ended March 31, 2021 and 2020:

For the Three Months Ended

March 31, 2021

March 31, 2020

Total revenue

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revenue as incurred.

and handling costs were $0 and $0 for the three and nine months ended September 30, 2020 and 2019, respectively.

and handling costs were $0 and $0 for the three and three months ended March 31, 2021 and 2020, respectively.

Equity–based

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likely than not to be sustained upon examination by taxing authorities.

There were no unrecognized tax benefits as of September

There were no unrecognized tax benefits as of March 31,

2021 and December 31, 2020.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as

income tax expense.

No amounts were accrued for the payment of interest and penalties as of September 30, 2020 and December 31,

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material

deviation from its position.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income

No amounts were accrued for the payment of interest and penalties as of March 31, 2021 and December 31, 2020.

Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation

from its position.

The Company is subject to income tax examinations by major taxing authorities since inception.

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as they were anti-dilutive:

shares issuance

Contingent shares issuance

arrangement, stock options

the Nine Months

September 30, 2020

the Nine Months

September 30, 2019

stock options

stock warrants

contingent shares issuance arrangement, stock options or warrants

For the Three Months

March 31, 2021

For the Three Months

March 31, 2020

Convertible note

Common stock options

Common stock warrants

Total contingent shares issuance arrangement, stock options or warrants

Reclassification

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Adopted Accounting Guidance

October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740):

Intra-Entity Transfers of Assets Other than Inventory”,

which eliminates the exception that prohibits the recognition of current and deferred income tax effects for intra-entity

transfers of assets other than inventory until the asset has been sold to an outside party.

The updated guidance is effective

for annual periods beginning after December 15, 2019, including interim periods within those fiscal years.

Early adoption of the

update is permitted.

The adoption of ASU 2018-16 did not have a material impact on the Company’s financial statement presentation

or disclosures.

August 2018, the FASB issued Accounting Standards Update (ASU) 2018-13, “Fair Value Measurement (Topic 820):

Framework - Changes to the Disclosure Requirements for Fair Value Measurement”, which changes the fair value measurement

disclosure requirements of ASC 820.

This update is effective for fiscal years beginning after December 15, 2019, and for interim

periods within those fiscal years.

The adoption of ASU 2018-13 did not have a material impact on the Company’s financial

statement presentation or disclosures.

Issued Accounting Pronouncements

March 2020, the FASB issued ASU No.

2020-04, “

Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference

Rate Reform on Financial Reporting .”

ASU 2020-04 provides optional expedients and exceptions to account for contracts,

hedging relationships and other transactions that reference LIBOR or another reference rate if certain criteria are met.

The amendments

2020-04 are effective immediately, as of March 12, 2020, and may be applied prospectively to contract modifications

made and hedging relationships entered into on or before December 31, 2022.

The Company is evaluating the impact that the amendments

of this standard would have on the Company’s consolidated financial statements

December 2019, the FASB issued ASU 2019-12, Income Taxes(Topic 740):

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modified retrospective basis and all other amendments on a prospective basis.

The Company is currently evaluating the impact the

adoption of this standard will have on the consolidated financial statements.

The adoption of ASU 2019-12 did not have a material

impact on the Company’s financial statement presentation or disclosures.

Issued Accounting Pronouncements

March 2020, the FASB issued ASU No.

2020-04, “

Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate

Reform on Financial Reporting .”

ASU 2020-04 provides optional expedients and exceptions to account for contracts, hedging relationships

and other transactions that reference LIBOR or another reference rate if certain criteria are met.

The amendments of ASU No.

are effective immediately, as of March 12, 2020, and may be applied prospectively to contract modifications made and hedging relationships

entered into on or before December 31, 2022.

The Company is evaluating the impact that the amendments of this standard would have on

the Company’s consolidated financial statements .

August 2020, the FASB issued ASU 2020-06, Debt—”

Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives

and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an

Entity’s Own Equity”

This ASU amends the guidance on convertible instruments and the derivatives scope exception for

contracts in an entity’s own equity, and also improves and amends the related EPS guidance for both Subtopics.

The ASU will be

effective for annual reporting periods after December 15, 2021 and interim periods within those annual periods and early adoption is

The Company is currently evaluating the impact of the new guidance on its consolidated financial statements.

has evaluated all recent accounting pronouncements as issued by the FASB in the form of Accounting Standards Updates (“ASU”)

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and equipment stated at cost, less accumulated depreciation and amortization, consisted of the following:

September 30, 2020

December 31, 2019

March 31, 2021

March 31, 2020

Computer Equipment

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Accumulated depreciation

expense was $17,022 and $24,350 for the nine months ended September 30, 2020 and 2019, respectively.

expense was $6,722 and $7,940 for the three months ended March 31, 2021 and 2020, respectively.

Related Party Transactions

December 29, 2014, the Company and a member of the Board formed Wiz Wizard (d/b/a ConBox) in the State of Delaware.

and the member of the Board each owned 50% of the membership interest and agreed to allocate the profits and losses accordingly

upon repayment of the initial capital contributions on a pro rata basis.

On February 4, 2016, the member of the Board assigned

his fifty percent (50%) membership interest to the Company.

The Company ceased ConBox operations in 2017.

Wiz World, LLC was dissolved

in March 2019.

December 29, 2016, the Company entered into a Consulting Services Agreement (the “Consulting Agreement”) with Bristol

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the Company, be paid in preferred stock.

addition, the Company granted to Bristol options to purchase up to an aggregate of 30,000 shares of the Company’s common

the nine months ended September 30, 2020 and 2019, the Company incurred expenses of approximately $131,250 and $127,355, for each

period for services provided by Bristol, respectively.

On November 22, 2018, the Board of Directors of the Company decided to

issue 210,982 shares of Preferred stock (“2018 Bristol shares”) for settlement of the outstanding fees due to Bristol

totaling $496,875.

At September 30, 2020 and December 31, 2019, the Company accrued $0 and $125,154, respectively, of net monthly

fees due to Bristol.

On August 3, 2020, the Board of Directors resolved to convert the total amount of debt owed to Bristol of

$384,375, as of July 31, 2020, into 38,438 shares of Series A Preferred stock.

In addition, on August 3, 2020, as ratified

on August 21, 2020 the Board of Directors elected to cancel the 2018 Bristol shares and issue a new total of 88,125

addition, upon execution of the Consulting Agreement, the Company granted to Bristol options to purchase up to an aggregate of

30,000 shares of the Company’s common stock.

the three months ended March 31, 2021 and 2020, the Company incurred expenses of approximately $225,000 and $56,000, for each period

for services provided by Bristol, respectively.

On November 22, 2018, the Board of Directors of the Company decided to issue 210,982

shares of Preferred stock (“2018 Bristol shares”) for settlement of the outstanding fees due to Bristol totaling $496,875.

At March 31, 2021 and December 31, 2019, the Company accrued $0 and $0, respectively, of net monthly fees due to Bristol.

2020, the Board of Directors resolved to convert the total amount of debt owed to Bristol of $384,375, as of July 31, 2020, into 38,438

shares of Series A Preferred stock.

In addition, on August 3, 2020, as ratified on August 21, 2020 the Board of Directors elected to

cancel the 2018 Bristol shares and issue a new total of 88,125 shares of Series A Preferred stock (see Note 8).

The Company issued 22,500

shares of Preferred series A stock for the services provided during the three months ended March 31, 2021.

June 16, 2016, the Company entered into a Standard Multi-Tenant Sublease (“Sublease”) with Bristol Capital Advisors,

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Sublease is for 5 years and 3 months beginning on July 1, 2016 commencing with monthly payments of $8,118.

During the nine months

ended September 30, 2020 and 2019, the Company paid lease obligations $80,635 and $80,173, respectively, under the Sublease.

During the three months

ended March 31, 2021 and 2020, the Company paid lease obligations $13,034 and $23,812, respectively, under the Sublease.

the year ended December 31, 2019, the CEO made a non-interest bearing loan to the Company of $100,000.

During the nine months

ended September 30, 2020, an additional $125,000 was loaned to the Company, which together with other amounts paid on behalf

of the Company, brought the total amount loaned to $351,000.

The outstanding balance under the loan payable as of September 30,

2020, and December 31, 3019 was $0 and $100,000, respectively, and was included in accounts payable and accrued liabilities on

the condensed consolidated balance sheet.

On August 3, 2020 the Board of Directors resolved to convert the total amount of debt

(including loans made to the Company and deferred compensation) owed to John D.

Maatta, as of July 31, 2020, into 35,074 shares

of Series A Preferred Stock.

In addition, on August 3, 2020, as ratified on August 21, 2020 the Board of Directors elected to

cancel the 2018 Maatta shares previously issued for outstanding deferred compensation and issue a new total of 85,868 shares of

Series A Preferred stock (see Note 8).

On August 3, 2020 the Board

of Directors resolved to convert the total amount of debt (including loans made to the Company and deferred compensation) owed

Maatta, as of July 31, 2020, into 35,074 shares of Series A Preferred Stock.

In addition, on August 3, 2020, as ratified

on August 21, 2020 the Board of Directors elected to cancel the 2018 Maatta shares previously issued for outstanding deferred

compensation and issue a new total of 85,868 shares of Series A Preferred stock.

As of March 31, 2021 and December

31, 2020 the outstanding balance under the loan payable was $0.

Purchase Agreement

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statements of operations.

There was unamortized debt discount of $0 as of September 30, 2020 and December 31, 2019, which includes

There was unamortized debt discount of $0 as of March 31, 2021 and December 31, 2020, which includes

the debt discount recorded upon execution of the Securities Purchase Agreement discussed above.

Securities Purchase Agreement –

December 2019

Effective December 19, 2019, the Company

entered into the Purchase Agreement with a Purchaser, pursuant to which the Company sold to the Purchaser, for a cash purchase

price of $2,500,000, securities comprising:

(i) the Debenture and (ii) Series A Warrants.

Pursuant to the Purchase Agreement,

the Company paid $25,400 to the Purchaser to cover the Purchaser’s legal fees.

The Company recorded as a debt discount of

$25,400 related to the cash paid and the relative fair value of the shares issued to Purchaser for legal fees.

A principal of

the Purchaser serves as a Director on the Board of the Company.

Company currently holds a limited and passive interest of 10% in CONtv, a joint venture with third parties and Bristol Capital,

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and is inactive.

the nine months ended September 30, 2020 and 2019, the Company recognized $0 losses from this venture, respectively.

of September 30, 2020 and December 31, 2019, the investment in CONtv was $0.

of September 30, 2020 and December 31, 2019, the amount due to CONtv was $224,241.

the three months ended March 31, 2021 and 2020, the Company recognized $0 losses from this venture, respectively.

of March 31, 2021 and December 31, 2020, the investment in CONtv was $0.

of March 31, 2021 and December 31, 2020, the amount due to CONtv was $0 and $224,241, respectively.

Notes Payable

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expects to use the loan proceeds as permitted and apply for and receive forgiveness for the entire loan amount.

As of September

As of March 31,

2021, the outstanding balance under the loan was $197,600.

February 25, 2021, the Company closed on a $197,662 SBA guaranteed PPP2 loan.

The Company expects to use the loan proceeds

as permitted and apply for and receive forgiveness for the entire loan amount.

As of March 31, 2021, the outstanding balance under

the loan was $197,662.

Business Administration Loan

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loan which shall accrue interest at a rate of 3.75% and will mature in June 2050.

As of September 30, 2020, the outstanding balance

under the loan was $149,900.

As of March 31, 2021 and December 31, 2020,

the outstanding balance under the loan was $149,900.

Convertible Debenture

Purchase Agreement

Effective December 19, 2019, the Company entered

into the Purchase Agreement with a Purchaser (related party), pursuant to which the Company sold to the Purchaser, for

a cash purchase price of $2,500,000, securities comprising:

December 19, 2019, the Company entered into the Purchase Agreement with a Purchaser, pursuant to which the Company sold to the

Purchaser, for a cash purchase price of $2,500,000, securities comprising:

(i) the Debenture and (ii) Series A Warrants.

Pursuant to the Purchase

Agreement, the Company paid $25,400 to the Purchaser to cover the Purchaser’s legal fees.

The Company recorded as a debt

discount of $25,400 related to the cash paid and the relative fair value of the shares issued to Purchaser for legal fees.

to the Purchase Agreement, the Company paid $25,400 to the Purchaser to cover the Purchaser’s legal fees.

The Company recorded

as a debt discount of $25,400 related to the cash paid and the relative fair value of the shares issued to Purchaser for legal

Debenture with an initial principal balance of $2,500,000, due December 30, 2021 (the “Maturity Date”), will accrue

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statements of operations.

There was unamortized debt discount of $536,751 and $0 as of September 30, 2020 and December 31, 2019,

There was unamortized debt discount of $465,604 and $510,384 as of March 31, 2021 and December 31, 2020,

respectively, which includes the debt discount and debt issuance costs recorded upon execution of the Securities Purchase Agreement

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Commitments and Contingencies

of President and Chief Executive Officer

April 22, 2016, the Board approved the appointment of Mr.

Maatta as the Company’s President and Chief Executive

Officer, effective as of May 3, 2016.

Maatta will continue to serve as a member of the Board.

In addition, the Board granted

Maatta options to purchase up to an aggregate of 55,000 shares of the Company’s common stock, subject to the terms and

conditions of the Third Amended and Restated 2011 Stock Incentive and Award Plan, which were fully vested as of December 31, 2018.

Maatta formally entered into his Employment Agreement with the Company on July 17, 2016.

Effective January 1, 2018, Mr.

has elected to receive 50% of the compensation provided for his employment contract and is currently receiving $125,000 per year

with the remainder of the balance deferred which amount is included in accounts payable and accrued expenses on the accompanying

condensed consolidated balance sheets.

On November 22, 2018, the Board of Directors of the Company decided to issue 86,466 shares

of Preferred stock (the “2018 Maatta shares”) for settlement of the deferred compensation due to Mr.

Maatta totaling

Deferred compensation for Mr.

Maatta accrued as of September 30, 2020 and December 31, 2019 and 2018 was $0 and $186,885,

respectively.

From time to time Mr.

Maatta has made non-interest bearing loans to the Company.

As of September 30, 2020 and December

31, 2019 the outstanding loans due to Mr.

Maatta were $0 and $100,000, respectively, which was included in accounts payable and

accrued liabilities on the condensed consolidated balance sheet.

On August 3, 2020 the Board of Directors resolved to convert

the total amount of debt owed to Mr.

Maatta of $563,443, as of July 31, 2020, into 56,344 shares of Series A Preferred stock.

In addition, on August 3, 2020, as ratified on August 21, 2020 the Board of Directors elected to cancel the 2018 Maatta

shares and issue a new total of 85,868 shares of Series A Preferred stock.

January 23, 2019, the Company granted options to purchase an additional 20,000 shares of the Company’s common stock.

options were with an exercise price of $2.60 (as converted) per share, a term of 5 years, and immediate vesting.

The options have

an aggregated fair value of approximately $46,431 that was calculated using the Black-Scholes option-pricing model.

August 3, 2020, the Company granted options to purchase an additional 100,000 shares of the Company’s common stock.

options were with an exercise price of $0.25 (as converted) per share, a term of 5 years, and immediate vesting.

The options have

an aggregated fair value of approximately $119,999 that was calculated using the Black-Scholes option-pricing model.

and Consulting Agreement

February 20, 2021, the Company entered into a Separation and Consulting Agreement with Mr.

Maatta, the former President

and Chief Executive Officer.

Pursuant to the agreement, Mr.

Maatta resigned from his position within the Company and will provide

services on behalf of the Company and be paid a monthly fee of $10,000.

In addition, the Company granted 8,500 shares series A

preferred stock for accrued and unpaid salary and vacation time.

discussed in Note 6, on December 29, 2016, the Company entered into a Consulting Services Agreement (the “Consulting Agreement”)

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of the then current Term.

During the Term, the Company will pay Bristol

a monthly fee (the “Monthly Fee”) of $18,750.

For services rendered by Bristol prior to entering into the Consulting

Agreement, the Company will pay Bristol the Monthly Fee, pro-rated, for the time between September 1, 2016 and December 29, 2016.

Bristol may also receive an annual bonus as determined by the Compensation Committee of the Company’s Board of Directors

(the “Board”) and approved by the Board.

Bristol has deferred payment of the monthly fees due from the Company as

defined under the Consulting Agreement.

On November 22, 2018, the Board of Directors of the Company decided to issue 201,982 shares

of Preferred stock for settlement of the outstanding fees due to Bristol totaling $496,875.

As of September 30, 2020 and December

31, 2019, the Company accrued $0 and $125,154, respectively, of net monthly fees due to Bristol.

The Company’s consulting

agreement with Bristol Capital, LLC has been amended so that the monthly fee may now, at the option of the Company, be paid in

preferred stock.

On August 3, 2020 the Board of Directors resolved to convert the total amount of debt owed to Bristol of $384,375,

as of July 31, 2020, into 38,438 shares of Series A Preferred stock.

In addition, on August 3, 2020, as ratified on August

21, 2020 the Board of Directors elected to cancel the 2018 Bristol shares and issue a new total of 88,125 shares of

Series A Preferred stock.

addition, the Company granted to Bristol options to purchase up to an aggregate of 30,000 shares of the Company’s common

On January 23, 2019, the Company granted options to purchase an additional 300,000 shares of the Company’s common

The options were with an exercise price of $2.60 (as converted) per share, a term of 5 years, and immediate vesting.

options have an aggregated fair value of approximately $34,823 that was calculated using the Black-Scholes option-pricing model.

the Term, the Company will pay Bristol a monthly fee (the “Monthly Fee”) of $18,750.

For services rendered by Bristol

prior to entering into the Consulting Agreement, the Company will pay Bristol the Monthly Fee, pro-rated, for the time between

September 1, 2016 and December 29, 2016.

Bristol may also receive an annual bonus as determined by the Compensation Committee

of the Company’s Board of Directors (the “Board”) and approved by the Board.

Bristol has deferred payment of

the monthly fees due from the Company as defined under the Consulting Agreement.

On November 22, 2018, the Board of Directors

of the Company decided to issue 201,982 shares of Preferred stock for settlement of the outstanding fees due to Bristol totaling

The Company’s consulting agreement with Bristol Capital, LLC has been amended so that the monthly fee may now,

at the option of the Company, be paid in preferred stock.

On August 3, 2020 the Board of Directors resolved to convert the total

amount of debt owed to Bristol of $384,375, as of July 31, 2020, into 38,438 shares of Series A Preferred stock.

on August 3, 2020, the Board of Directors elected to cancel the 2018 Bristol shares and issue 49,698 shares of Series A Preferred

In March 2021, the Company granted an additional 22,500 shares of series A preferred stock for consulting services provided

by Bristol during the three months ended March 31, 2021.

of Chief Executive Officer

March 1, 2021, the Board of Directors approved the Employment Agreement, effective as of November 24, 2020 (the “Effective

Date”), with Scott D.

Kaufman to serve as the Company’s Chief Executive Officer for a term of two years, subject to

automatic renewal for additional terms of one year unless either party gives prior written notice of non-renewal to the other

party no later than 60 days prior to the expiration of the then-current term.

Kaufman will receive an annual base salary of

$250,000, provided that until such time as the Company has positive net income on a consolidated basis with its subsidiaries for

a period of six months, the Company, in its sole discretion, may elect to pay Mr.

Kaufman his Base Salary, in whole or in part,

in the form of the Company’s Series A Preferred Stock.

Kaufman is also eligible to receive an annual bonus as determined

by the Compensation Committee of the Board and as approved by the Board.

The Board also agreed, during the term of Mr.

Kaufman’s

employment, to take reasonable steps to appoint him to the Board, to maintain such appointment, and to nominate him as a director

for the purposes of any meeting or consent of the Company’s stockholders electing directors during the term of his employment.

of Chief Financial Officer

March 1, 2021, the Board of Directors also approved the Employment Agreement, effective as of November 24, 2020 (the “Effective

Date”), with Heidi C.

Bowman to serve as the Company’s Chief Financial Officer for a term of two years, subject to

automatic renewal for additional terms of one year unless either party gives prior written notice of non-renewal to the other

party no later than 60 days prior to the expiration of the then-current term.

Bowman will receive an annual base salary of

$120,000, provided that until such time as the Company has positive net income on a consolidated basis with its subsidiaries for

a period of six months, the Company in its sole discretion, may elect to pay Ms.

Bowman her Base Salary, in whole or in part,

in the form of the Company’s Series A Preferred Stock.

Bowman is also eligible to receive an annual bonus as determined

by the Compensation Committee of the Board and as approved by the Board.

Advisory Agreement

March 24, 2021 the Company entered into an agreement with Kingswood Capital Markets (“Kingswood”), a division of Benchmark

Investments, Inc.

in connection with providing general financial advisory to the Company.

Kingswood is a broker-dealer registered

under Section 15 of the US Securities Exchange Act of 1934 and state law and a member of the Financial Industry Regulatory Authority

(“FINRA”).

The Company issued 300,000 warrants to Kingswood exercisable at $1.00 for a period of three years.

fair value so the warrants issued was determined by using the Black-Scholes-Merton method of valuation and resulted in the Company

recording $1,592,517 of consulting expense on its books.

Company is from time to time involved in legal proceedings in the ordinary course of business.

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on July 1, 2016 commencing with monthly payments of $8,118.

During the nine months ended September 30, 2020 and 2019, the Company

During the three months ended March 31, 2021 and 2020, the Company

paid lease obligations $__ and $23,812, respectively, under the Sublease.

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the lease is for 5 years beginning on May 1, 2020 commencing with a three-month rent holiday followed by monthly payments of $3,900

with a an approximate 2% escalation clause.

During the nine months ended September 30, 2020 and 2019, the Company paid lease obligations

with an approximate 2% escalation clause.

During the three months ended March 31, 2021 and 2020, the Company paid lease obligations

$3,060 and $0, respectively, under the lease.

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components of lease expense were as follows:

net lease cost

For the Three

March 31, 2021

March 31, 2020

Operating lease

Sublease income

Total net lease cost

cash flow and other information related to leases was as follows:

September 30, 2020

September 30, 2019

For the Three

March 31, 2021

March 31, 2020

Cash paid for amounts included in the measurement of lease liabilities:

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Operating leases

following table presents the maturity of the Company’s lease liabilities as of September 30, 2020:

the twelve months ending September 30:

following table presents the maturity of the Company’s lease liabilities as of March 31, 2021:

For the twelve months ending March 31:

Imputed interest

Present value

Stockholders’

Equity (Deficit)

the board of directors approval, the Company filed a Certificate of Change to its Articles of Incorporation (the “Amendment”),

with the Secretary of State of the State of Delaware to effectuate a one-for-twenty (1:20) reverse stock split (the “Reverse

Stock Split”) for all classes of its stock, par value $0.0001 per share, without any change to its par value.

The Amendment

became effective on January 23, 2020.

No fractional shares were issued in connection with the Reverse Stock Split as all fractional

shares were “rounded up”

the board of directors’

approval, the Company filed a Certificate of Change to its Articles of Incorporation (the

“Amendment”), with the Secretary of State of the State of Delaware to effectuate a one-for-twenty (1:20) reverse stock

split (the “Reverse Stock Split”) for all classes of its stock, par value $0.0001 per share, without any change to

its par value.

The Amendment became effective on January 23, 2020.

No fractional shares were issued in connection with the Reverse

Stock Split as all fractional shares were “rounded up”

to the next whole share.

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been designated as Series A Cumulative Convertible Preferred Stock (“Series A”).

of September 30, 2020 and December 31, 2019, there were 173,974 and 0 shares of Series A preferred stock issued and outstanding,

respectively.

of September 30, 2020 and December 31, 2019, there were 0 and 288,448 shares of preferred stock issued and outstanding, respectively.

of September 30, 2020 and December 31, 2019, there were 3,506,752 and 3,506,752 shares of common stock issued and outstanding,

of March 31, 2021 and December 31, 2020, there were 217,274 and 173,974 shares of Series A preferred stock issued and outstanding,

respectively.

of March 31, 2021 and December 31, 2020, there were 5,000 and 0 shares of preferred stock issued and outstanding, respectively.

of March 31, 2021 and December 31, 2020, there were 3,506,752 and 3,506,752 shares of common stock issued and outstanding, respectively.

Each share of the common stock entitles its holder to one vote on each matter submitted to the shareholders.

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Outstanding –

September 30, 2020

March 31, 2021

Exercisable –

September 30, 2020

March 31, 2021

Options Outstanding

Options Exercisable

September 30, 2020, the total intrinsic value of options outstanding and exercisable was $346,875 and $155,156, respectively.

the nine months ended September 30, 2020 and 2019, the Company recorded total stock-based compensation expense related to options

Exercise Price

Contractual Life

Exercise Price

March 31, 2021, the total intrinsic value of options outstanding and exercisable was $2,581,488 and $1,811,220, respectively.

the three months ended March 31, 2021 and 2020, the Company recorded total stock-based compensation expense related to options

of approximately $97,429 and $21,171, respectively.

The unrecognized compensation expense at September 30, 2020 was approximately

The unrecognized compensation expense at March 31, 2021 was approximately

following is a summary of the Company’s warrant activity:

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Outstanding –

September 30, 2020

March 31, 2021

Exercisable –

September 30, 2020

March 31, 2021

Warrants Outstanding

Warrants Exercisable

Exercise Price

Contractual Life

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Exercise Price

September 30, 2020 the total intrinsic value of warrants outstanding and exercisable was $0.

March 31, 2021 the total intrinsic value of warrants outstanding and exercisable was $17,450,000 and $14,935,000, respectively.

March 24, 2021 the Company entered into an agreement with Kingswood Capital Markets (“Kingswood”), a division of Benchmark

Investments, Inc.

in connection with providing general financial advisory to the Company.

The Company issued 300,000 warrants

to Kingswood exercisable at $1.00 for a period of three years.

The fair value so the warrants issued was determined by using the

Black-Scholes-Merton method of valuation and resulted in the Company recording $1,592,517 of expense on its books.

March 29, 2021 the Company filed a Form D –

Notice of Exempt Offerings of Securities with the Securities and Exchange Commission.

The total offering amount was $5,000,000.

The Company received proceeds of approximately $1,700,000 and paid a commission to Kingswood

March 29, 2021, the Company entered into a Securities Purchase Agreement (the “Leviston Purchase Agreement”) with Leviston

Resources LLC (“Leviston”) dated March 26, 2021, pursuant to which the Company sold to Leviston, and the Leviston purchased

from the Company, 5,000 shares of the Company’s Series B Preferred Stock, par value $0.0001 per share Series B Preferred Stock

with an aggregate stated value of $5,400,000, a Series B Preferred Stock Purchase Warrant to purchase 5,000 shares of Series B Preferred

Stock, having a term expiring on March 26, 2023 and a per share exercise price (subject to adjustment for stock splits, reverse stock

splits, mergers or reorganizations, and similar changes affecting shares of the Company’s common stock, par value $0.0001 per share

and/or securities entitling the holder thereof to acquire shares of Common Stock, as applicable) of $1,000 (the “Series 1 Warrant”),

and a Series B Preferred Stock Purchase Warrant to purchase 5,000 shares of Series B Preferred Stock, having a term expiring on March

26, 2024 and a per share exercise price (subject to adjustment for stock splits, reverse stock splits, mergers or reorganizations, and

similar changes affecting shares of Common Stock and/or securities entitling the holder thereof to acquire shares of Common Stock, as

applicable) of $1,000 (the “Series 2 Warrant”

and together with the Series 1 Warrant, the “Warrants,”

with the Closing Shares, the “Securities”).

The aggregate purchase price for the Securities is $5,000,000, which Leviston

will pay as follows:

$2,000,000 on the Closing Date;

$500,000 on or before the date that is three business days from the date that the

Company files a registration statement relating to the shares of Common Stock issuable upon conversion of the Closing Shares and the

shares of Series B Preferred Stock issuable upon exercise of the Warrants;

and $2,500,000 on or before the date that is three business

days from the date that such registration statement is declared effective in accordance with the terms and provisions of the Registration

Rights Agreement.

March 29, 2021, the Registrant filed with the Delaware Secretary of State a Certificate of Designation of Preferences, Rights

and Limitations of Series B Preferred Stock (the “Series B Certificate of Designation”) pursuant to which the Registrant’s

Board of Directors, pursuant to authority granted under the Registrant’s Amended and Restated Certificate of Incorporation,

designated 20,000 shares of the 5,000,000 authorized shares of the Registrant’s preferred stock as Series B Preferred Stock.

share of Series B Preferred Stock has a stated value of $1,080, is entitled to receive cumulative dividends in cash, or at the

holder’s option, in shares of Series B Preferred Stock (with one share of Series B Preferred Stock issued for each $993

in accrued dividends), at the rate of 5% per annum, payable quarterly on January 1, April 1, July 1 and October 1 (beginning on

the first such date after the original issue date), on each conversion date (with respect to the shares of Series B Preferred

Stock being converted), and on each optional redemption date (with respect to the shares of Series B Preferred Stock being redeemed),

and is entitled to participate in any dividend or other distribution to holders of Common Stock to the same extent that the holder

of Series B Preferred Stock would have participated therein if such holder had held the number of shares of Common Stock issuable

upon complete conversion of such holder’s shares of Series B Preferred Stock (without regard to any limitations on exercise

thereof, including any beneficial ownership limitations) immediately before the record date for such distribution or, if no such

record is taken, the date as of which the record holders of Common Stock are to be determined to receive the distribution, provided

that if the distribution would result in the holder exceeding then-applicable beneficial ownership limitation, the holder shall

not be entitled to participate in such distribution to such extent and such distribution to such extent shall be held in abeyance

until such time, if ever, as the holder’s right thereto would not result in the holder exceeding the then-applicable beneficial

ownership limitation.

instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash

As of September 30, 2020 and December 31, 2019, substantially all of the Company’s cash and cash equivalents

were held by major financial institutions and the balance in certain accounts exceeded the maximum amount insured by the Federal

Deposits Insurance Corporation (“FDIC”).

However, the Company has not experienced losses on these accounts and management

believes that the Company is not exposed to significant risks on such accounts.

As of March 31, 2021 and December 31, 2020, substantially all of the Company’s cash and cash equivalents were

held by major financial institutions and the balance in certain accounts exceeded the maximum amount insured by the Federal Deposits

Insurance Corporation (“FDIC”).

However, the Company has not experienced losses on these accounts and management believes

that the Company is not exposed to significant risks on such accounts.

Subsequent Events

Company is moving the accounting and possibly other functions to the Barlock offices in Utah.

April 26, 2021 the Company filed a Form S-1 registration statement with the Securities and Exchange Commission consisting of 10,800,000

shares of common stock issuable upon the automatic conversion of the Series B Preferred Stock issuable upon the exercise of warrants

issued in a private placement in March 2021, and up to 5,400,000 shares of common stock issuable upon the conversion of the Series

B Preferred Stock issued in the March 2021 private placement.

The Company received approximately $460,000 on April 26, 2021 as

a result of the March 2021 private placement.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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AND THOSE INCLUDED ELSEWHERE IN THIS REPORT.

discussion is intended to provide information to assist the understanding our financial statements, the changes in certain key

items in those financial statements, and the primary factors that accounted for those changes;

as well as how certain accounting

principles affect our financial statements.

This discussion should be read in conjunction with our financial statements and accompanying

notes for the three and nine months ended September 30, 2020 and 2019, included elsewhere in this report.

intend that this discussion will provide information that will assist in understanding our financial statements, the changes in

certain key items in those financial statements, and the primary factors that accounted for those changes, as well as how certain

accounting principles affect our financial statements.

This discussion should be read in conjunction with our financial statements

and accompanying notes for the quarters ended March 31, 2021 and 2020, included elsewhere in this report.

to the onset of the age of Covid-19 the Company produced live pop culture conventions (“Comic Conventions”) across

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scope of the current situation with the Covid-19 virus, it is currently clear that no live events will be produced by the Company

during Q4 of 2020.

It is presently unknowable how long the current situation with Covid-19 will continue and what impact the Covid-19

situation will ultimately have upon the Company.

Because of the Covid-19 situation, the Company has not been able to produce a

live event since March 8, 2020 in Cleveland, Ohio.

Events that had been planned for 2020 have been postponed into 2021.

no live events are scheduled for the remainder of 2020.

Live events are scheduled for New Orleans and Philadelphia in January

However, at this point it is unknowable if such scheduled events can take place or not, with the determination being solely

dependent on the progression of the Covid-19 virus, and the imposition of governmental authority either allowing or disallowing

the mounting of live events.

2019 and 2020, the Company has utilized internal controls, operating procedures and techniques to control costs.

These operating

changes have included staff cuts and the realignment of various operating functions within the Company.

to the onset of the Covid-19 Pandemic, the Company primarily engaged in the live event business with derived income mainly from:

(I) the production of Comic Conventions, which involve the sales of admissions and exhibitor booth space;

and, (ii) sale of sponsorships

and advertising.

The Company, while taking steps to enhance its live event operations, was steadily moving into the space of being

a hyphenate live-event/media company.

However, at present, because of the substantial uncertainties concerning the course and

scope of the current situation with the Covid-19 virus, it is currently unclear how many live events, if any, will actually be

produced by the Company in 2021.

It is presently unknowable how long the current situation with Covid-19 will continue and what

impact the Covid-19 situation will ultimately have upon the Company in the Fourth Quarter of 2020 and beyond.

recognition of the fact that the Covid-19 situation would cause a cessation of the Company’s ability to produce live events

in the near, intermediate or potentially the long term;

the Company aggressively took steps to alter its operations in the face

of the Pandemic.

In particular, the Company:

(I) Entered the virtual event space as of March 31, 2020, (ii) Entered the e-commerce

space, and (iii) engaged in M&A activity and acquiring the assets of a company that manufactured and distributed the Jevo

is presently unknowable how long the current situation with Covid-19 will continue and what impact the Covid-19 situation will

ultimately have upon the Company in 2020 and in 2021 and beyond.

At this point, the Company has cancelled all of its of its previously-planned

shows which were to take place in 2020.

The Company evaluates the progression of Covid-19 and the governmental response to the

virus continually.

In the face of the impact of Covid-19 on live events generally, the Company has focused on producing virtual

The first such virtual event was an interactive fan experience which took place on March 31, 2020.

Such shows are continuing

with numerous shows per week.

In addition, the Company has moved into e-commerce with online sales of collectables with the creation

of the “Wizard Vault”

as a site for consumers to purchase pop-culture collectables.

2020 The Company has produced over 150 on-line virtual events which allow for interactive communication between celebrities

and their fans.

The virtual events that are produced by the Company feature a no-charge 30 to 45 minute moderated discussion.

Following the moderated discussion there is an opportunity for fans to speak directly with celebrities while paying by the minute

for the experience.

Additionally, autographs and videos are being sold.

Wizard World Vault

addition to the production of the virtual events the Company has created the Wizard World Vault (the “Vault”) .

Vault is a collection of autographed photographs, memorabilia and one-of-a-kind collectibles that are offered for sale via e-commerce.

The Vault which launched at or about the same time as the Virtual Experiences has already proven to be a popular source of celebrity

memorabilia among fans of motion pictures and television programming.

Included in the Vault is inventory which includes stock

from the Company’s inventory of merchandise, consignment inventory, and merchandise that is being sourced for sale by the

April 28, 2020 the Company, through one of its wholly-owned operating subsidiaries, acquired the assets of the creator of the

Jevo machine, which is a patent-protected first-mover application for the creation of gelatin shots.

With Jevo, the Company will

diversify its revenue generation capabilities by manufacturing, marketing and selling Jevo units and related consumables, (both

nationally and internationally) to:

bars, restaurants, clubs, casinos, hotels, cruise lines, resorts and other establishments

that serve beverages (both alcoholic and non-alcoholic) to the public.

In addition to food and beverage applications the Company

has identified other market segments where the Jevo units can be marketed including but not limited to the healthcare and cannabis

The Company intends to resume the manufacturing of the Jevo units with a target of producing new Jevo machines in

the first quarter of 2021.

the issues emanating from the Covid-19 Pandemic have impacted the hospitality industry ( a key segment for Jevo sales), which

in turn have impacted operations of Jevo.

However, the Company has utilized this time to engage in a wide range of preparatory

activities positioning Jevo for a successful re-launch.

Such preparatory activities have included, but are not limited to, engaging

with suppliers, forecasting and ordering consumables, establishing sales channels, creating marketing materials, and engaging

in numerous inventory and supply chain processes necessary to successfully relaunch the manufacturing of Jevo units.

The acquisition

of Jevo is the Company’s initial entry into M&A activity intended to broaden the Company’s revenue base.

Company has now identified and has actualized opportunities to expand its revenue base by entry into the areas of:

(I) retailing

collectables;

(ii) providing virtual opportunities to fans to interact with celebrities;

(iii) creating live (when and as allowed

by governmental authorities) and virtual events and conferences focused on new subject matter and affinities;

and (iv) exploiting

the opportunities in manufacturing and distribution brought about by the Jevo acquisition and (v) engaging in M&A opportunities.

The company intends to continue forward with these activities in 2020.

during the second fiscal quarter of 2021.

It is presently unknowable how long the current situation with Covid-19 will continue

and what impact the Covid-19 situation will ultimately have upon the Company.

Because of the Covid-19 situation, the Company has

not been able to produce a live event since March 8, 2020 in Cleveland, Ohio.

Events that had been planned for 2020 following

the March 8, 2020, event and for 2021 have been postponed.

Currently no live events are scheduled for the remainder of 2021.

the unprecedented challenges experienced by the global economy this past year, the Company’s businesses, specifically in

the hospitality industries (in which the Jevo machine plays), weathered the seismic shift in March of 2020 when live events and

many hospitality venues shut down due to COVID.

Despite the decimation of these sectors, we successfully pivoted our business

models to continue to bring in steady revenue while expanding our consumer base.

The businesses of the Company currently consist

(i) Live Event Comic Conventions, (ii) Virtual pop-culture events, (iii) Sales of memorabilia and collectibles;

Manufacturing and sale of the Jevo appliance.

we move into the remainder of 2021, our strategies continue to evolve.

The Company is repositioning its approach:

after completing

over 200 streaming virtual online events, Wizard Virtual will continue to create and build global interactive online communities

for affinity groups by sourcing, producing, marketing, and streaming exclusive proprietary events and Signature Series content.

At Jevo, we’re introducing the machine into new verticals - all actions that should help us thrive in a still-uncertain

has recently been considerable interest in a consumer category of digital products known as NFTs (Non-Fungible Tokens).

collectibles where various objects (including pictures, music and video) are digitized.

The digital version of the object is sold

as a unique, blockchain-authenticated collectible.

recent months many companies have entered this space.

However, Wizard Brands, Inc., because of its existing enterprises, is perhaps

uniquely situated to enter the NFT marketplace on a scale at which no other new market entrant into this space can achieve.

We continue to augment our digital

programming with the eCommerce site, the Wizard World Vault.

The Vault features the best in pop culture memorabilia from Wizard

World events, along with items from the top artists and exhibitors in the memorabilia world.

We have begun the process of transforming

tangible memorabilia into digital collectibles that can be purchased alongside the physical item.

the NFT market is currently gaining considerable attention in the press, and is achieving traction with consumers, it is impossible

to know the ultimate size and significance of the NFT marketplace.

Brands, Inc., having captured thousands of hours of video elements, consisting of millions of desirable frames of content, and

possessing an extensive collection of celebrity collectables and its current market position in the pop-culture consumer products,

is likely favorably-positioned to attract attention and market share as it enters this sector.

Additionally, the fan base that

comprises Wizard’s largest constituency is already active in the digital space and the brand extension into digital collectibles

is a natural progression into a new and vibrant marketplace.

Because Wizard already owns content, and has the marketing and distribution

apparatus already in place, the potential for the Company to realize impressive margins in the NFT space is manifest.

largely to the enormous changes in society during the past year, online activity and connection through virtual communities are

more important than ever.

We see great opportunity to build on our established equity as the online destination for like-minded

affinity groups.

its digital initiatives Wizard Brands desires to become the online destination for affinity groups to gain behind-the-scenes and

unique experiences they can’t otherwise access.

we continue to grow of Subscription Series, subjects that we are currently sourcing and looking to produce as Signatures Series

will include:

and Special Effects;

television and movies;

and Costuming;

and Video Gaming;

television and movies;

and Supernatural.

who participates in the Signature Series will benefit:

from the fans who gain direct, personal, and interactive access to talent

and influencers, to the talent and influencers who will realize vast opportunities (including financial) to connect and expand

their fan bases.

Wizard Virtual, which will own content, collect live and residual income and constantly generate new merchandising

opportunities, will see its affinity communities continue to grow as we expand our offerings.

opportunities these Signature Series will open up to monetization are compelling.

From collectors’

items to limited release

products, from insider access to early release products to retail tie-ins, sponsorships and advertising —

the possibilities

are exponential.

we continue to develop our subscription-based series model for our intensely engaged and loyal communities, we aim to achieve

five objectives:

and residual revenue;

product sales and cross-promotions with other businesses;

for influencers to increase their base, earn money, and amplify their message;

grow our base of consumers to whom we can market content, merchandise, and experiences;

content library across a wide swath of interests.

objective is to continue to create an expanded and qualitatively enhanced digital presence to leverage the Company’s digital

extensions to become a dominant voice and destination for pop culture enthusiasts across multiple media platforms.

of our strategy include:

high quality Comic Conventions events across the United States to entertain fans and to allow for promotion of consumer products

and entertainment;

rich content and leveraging the content created at the Comic Conventions through digital media outlets such as websites, apps,

emails, newsletters, Facebook, Twitter, Instagram and YouTube, among others, and producing new virtual experiences;

sponsorships and promotions from media and entertainment companies for our Comic Conventions, including:

(i) expanding our

relationships with entertainment and media companies;

and (ii) Continue efforts to control all costs including corporate overhead

and convention production costs.

during March 2020 and 2021, the Company has utilized internal controls, operating procedures and techniques to control costs.

These operating changes have included staff cuts and the realignment of various operating functions within the Company.

of Operations

of Statements of Operations for the Three Months Ended September 30, 2020 and 2019:

of Statements of Operations for the Three Months Ended March 31, 2021 and 2020:

Three Months Ended

September 30, 2020

September 30, 2019

Operating expenses

Loss from operations

Other income (expenses)

Loss income attributable to common shareholder

Loss per common share –

of the Covid-19 situation the Company produced no live events during the Third Quarter of 2020 and will produce no further events

Rather, the Company, commencing on March 31, 2020 commenced the production of virtual events.

Between March 31, 2020

and the present, the Company has produced approximately 150 virtual events.

For the three months ended September 30, 2020 revenue

from the virtual events was $459,428.

addition to the virtual events that were produced, the Company also engaged in e-commerce through the Wizard World Vault and on

the eBay platform.

During the three-month period ending September 30, 2020, the revenue contributed by e-commerce was $78,323.

revenue was $0 for the three months ended September 30, 2020, as compared to $2,830,254 for the comparable period ended September

30, 2019, a decrease of $2,830,254.

As noted above, the Company produced no live shows during the three months ended September

30, 2020 compared to four Comic Contentions during the three months ended September 30, 2019.

gross profit percentage increased from a gross profit percentage of 3.6% during the three months ended September 30, 2019,

to a gross profit percentage of 54.3% during the three months ended September 30, 2020.

The gross profit percentage increase was

attributable in part to the lower operating costs of operating virtual events and e-commerce versus live events.

expenses for the three months ended September 30, 2020, were $926,055, as compared to $694,443 for the three months ended September

The increase is primarily attributable to an increase in stock-based compensation and the on-boarding

of the Jevo operation, offset by a decrease in staffing and a correlating decrease in employee compensation.

General and administrative

expenses increased from $235,287 from the prior year comparative period to $254,196 for the current year three-month period.

from Operations

loss from operations for the three months ended September 30, 2020, was $599,531 as compared to a loss from operations of $591,499

for the three months ended September 30, 2019.

The variance was primarily attributable to an increase in stock-based compensation,

and the costs related to the integration of the Jevo unit.

expenses for the three months ended September 30, 2020, was $144,295 as compared to $74,874 for the three months ended September

In each case, the balance was primarily attributable to interest expense on the outstanding debt.

Loss Attributable to Common Stockholder

loss attributable to common stockholders for the three months ended September 30, 2020, was $743,826 or loss per basic share of

$0.21, compared to a net loss of $666,373 or loss per basic share of $0.19 for the three months ended September 30, 2019.

did not have a material impact on the Company’s operations for the applicable period.

Other than the foregoing, management

knows of no trends, demands, or uncertainties that are reasonably likely to have a material impact on the Company’s results

of operations.

of Statements of Operations for the Nine Months Ended September 30, 2020 and 2019:

Nine Months Ended

September 30, 2020

September 30, 2019

March 31, 2021

March 31, 2020

Cost of revenues

Operating expenses

1 unchanged sentence

$ (3,073,299 )

Other (expenses)

Loss income attributable to common shareholder

$ (1,317,883 )

Other income (expenses)

Net loss attributable to common shareholder

$ (2,411,977 )

1 unchanged sentence

Loss per common share –

of the Covid-19 situation The Company was able to produce only 3 live events during the nine months ended September 30, 2020 and

will produce no further live events during 2020.

Convention revenue was $2,608,678 for the nine months ended September

30, 2020, as compared to $8,922,869 for the comparable period ended September 30, 2019, a decrease of $6,314,191.

above, the Company produced 3 live shows during the nine months ended September 30, 2020 compared to nine Comic Contentions in

addition to the “Ghostbusters Fanfest”

during the nine months ended September 30, 2019.

Average revenue generated

per event in the nine-month period of 2020 was $869,559 as compared to $892,287 during the comparable nine-month period

As noted elsewhere in this current report, there are no future conventions scheduled at this time and all foreseeable

revenue will come from virtual events, the Wizard World Vault and Jevo operations.

in 2020, the Company began the production of virtual events.

For the nine months ended September 30, 2020 revenue from the virtual

events was $1,216,686.

Revenue was $379,174 for the period ended

March 31, 2021 as compared to $2,602,419 for the three months ended March 31, 2020, a decrease of $2,223,245.

The decrease is revenue

was a result of the impact of Covid-19 on the ability of Company to produce live events.

of the Covid-19 situation the Company produced no live events during the quarter ended March 31, 2021.

Rather, the Company focused

on the production of virtual events.

During the quarter ended March 31, 2021, the Company produced approximately 23 virtual events.

addition to the virtual events that were produced, the Company also engaged in e-commerce through the Wizard World Vault and on

the eBay platform.

During the nine-month period ending September 30, 2020, the revenue contributed by e-commerce was $191,906.

Jevo operating unit was acquired as of April 28, 2020.

During the nine months ended September 30,2020 the revenue contributed

by Jevo was $2,607.

gross profit percentage increased from a gross profit percentage of 12.0% during the nine months ended September 30, 2019, to

a gross profit percentage of 30.8% during the nine months ended September 30, 2020.

The gross profit percentage increase was attributable

in part to the significantly lower operating costs of operating virtual events and e-commerce versus live events.

expenses for the nine months ended September 30, 2020, were $2,111,087, as compared to $2,092,107 for the nine months ended September

During the quarter ended March 31, 2021, the revenue contributed by e-commerce was $172,698.

profit percentage, after considering cost of revenues, was 22% for the three months ended March 31, 2021 and 2020.

Operating expenses for

the three months ended March 31, 2021, were $3,154,927, as compared to $605,410 for the three months ended March

The increase is primarily attributable to the integration of the Jevo operations which increased the consulting fees

and general and administrative expenses in addition to an increase of stock-based compensation.

These increases were offset by

a decrease in employee compensation.

General and administrative expenses increased by $76,952 from the prior year comparative

from Operations

from operations for the nine months ended September 30, 2020, was $871,048 as compared to loss from operations of $1,019,186 for

the nine months ended September 30, 2019.

The variance was primarily attributable to the transition from producing live events

to producing virtual events and establishing the e-commerce operations, as well as costs associated with the acquisition of the

Jevo operating unit and the assimilation of the Jevo unit into the Company.

expenses for the nine months ended September 30, 2020, was $446,835 as compared to $229,576 for the nine months ended September

In each case, the balance was primarily attributable to interest expense on the outstanding debt.

Loss from operations for the three months ended March

31, 2021, was $3,077,299 as compared to a loss from operations of $27,273 for the three months ended March 31, 2020.

The negative variance was primarily attributable to the integration of the Jevo operations and an increase in consulting

fees recorded as stock-based compensation of $1,592,000.

Income (Expenses)

income (expenses) for the three months ended March 31, 2021 was $604,424, as compared to $(156,341) for the three months ended

March 31, 2020.

In each case, the expense was interest expense related to convertible notes and corresponding debt discount.

the 2021 period, the Company wrote-off the outstanding payable due to CONtv totaling $224,241.

Loss Attributable to Common Stockholder

loss attributable to common stockholders for the nine months ended September 30, 2020, was $1,317,883 or loss per basic share

of $0.38 compared to a net loss of $1,248,762 or loss per basic share of $0.36 for the nine months ended September 30, 2019.

loss attributable to common stockholders for the three months ended March 31, 2021, was $2,411,977 or loss per basic share of

$0.69, compared to a net loss of $183,614 or loss per basic share of $0.05 for the three months ended March 31, 2020.

did not have a material impact on the Company’s operations for the applicable period.

3 unchanged sentences

and Capital Resources

following table summarizes total current assets, liabilities and working capital at September 30, 2020, compared to December 31,

September 30, 2020

following table summarizes total current assets, liabilities and working capital at March 31, 2021 compared to December 31, 2020:

March 31, 2021

December 31, 2020

5 unchanged sentences

$ (4,848,375 )

September 30, 2020, we had a working capital deficit of $4,307,242 as compared to working capital deficit of $4,485,857, at December

March 31, 2021, we had a working capital deficit of $3,281,913 as compared to working capital deficit of $4,848,375 at March 31,

2020, a change of $1,566,462.

The change in working capital is primarily attributable to a decrease in cash and cash equivalents

and prepaid convention expenses and an increase in inventory, accounts payable and accrued expenses offset by a decrease in unearned

cash used in operating activities for the nine months ended September 30, 2020 and 2019 was $870,687 and $1,181,182, respectively.

The net loss for the nine months ended September 30, 2020 and 2019, was $1,317,883 and $1,248,762, respectively.

The change in working capital is primarily attributable to increases in cash and cash equivalents,

inventories, and prepaid expenses and decreases in accounts payable and accrued expenses, unearned revenue and Due to CONtv joint

venture offset by a decrease in accounts receivable and prepaid convention expenses.

cash used in operating activities for the three months ended March 31, 2021 and 2020 was $1,185,040 and $376,793, respectively.

The net loss for the quarter ended March 31, 2021 and 2020, was $2,468,875 and $183,614, respectively.

Concern Analysis

Company had a loss from operations of $871,048 and $1,019,186 for the nine months ended September 30, 2020 and 2019, respectively.

On September 30, 2020, we had cash and cash equivalents of approximately $2.1 million and a working capital deficit of approximately

Company had a loss from operations of $3,073,299 and $27,273 for the three months ended March 31, 2021 and 2020, respectively.

On March 31, 2021, we had cash and cash equivalents of approximately $2.6 million and a working capital deficit of approximately

$3.2 million.

We have evaluated the significance of these conditions in relation to our ability to meet our obligations, which

had previously raised doubts about the Company’s ability to continue as a going concern through November 2021.

the Company believes that the effects of its cost savings efforts with regard to corporate overhead and show production expenses

together with the initiation of virtual activities and e-commerce, will guide the Company in a positive direction as we continue

to strive to attain profitability.

had previously raised doubts about the Company’s ability to continue as a going concern through March 2022.

Company believes that the effects of its cost savings efforts with regard to corporate overhead and show production expenses together

with the initiation of virtual activities and e-commerce, will guide the Company in a positive direction as we continue to strive

to attain profitability.

because of the current situation with the Covid-19 virus, the Company was unable to produce any live events after the First Quarter

2 unchanged sentences

how long the current situation with Covid-19 will continue and what impact the Covid-19 situation will ultimately have upon the

Company in 2020 and 2021.

Company in 2021.

At this point, the Company has postponed all of the live shows that it has scheduled for 2021.

face of the impact of Covid-19 on live events generally, the Company has focused on producing virtual events.

The first such virtual

event was an interactive fan experience which took place on March 31, 2020 and since that time the Company has produced approximately

In the face of

the impact of Covid-19 on live events generally, the Company has focused on producing virtual events.

The first such virtual event

was an interactive fan experience which took place on March 31, 2020 and since that time the Company has produced approximately

200 virtual events.

18 unchanged sentences

The Company received

$2,500,000 in cash from the offering of the securities but was required to pay out of the closing proceeds, Purchaser’s

attorney’s fees in the amount of $25,000.

The Company has agreed with the Purchaser that the funds received will be restricted

and utilized only for M&A opportunities, new business ventures, brand extensions and the creation of new vertical opportunities

by the Company.

$2,500,000 in cash from the offering of the securities but was required to pay out of the closing proceeds Purchaser’s attorney’s

fees in the amount of $25,000.

The Company has agreed with the Purchaser that the funds received will be restricted and utilized

only for M&A opportunities, new business ventures, brand extensions and the creation of new vertical opportunities by the

The subject debenture contains a “ratchet”

provision that adjusts the conversion rates of the notes

to the lowest rate the Company has agreed to issue stock.

The effect of repricing board and employee options to $0.25 reset the

conversion rates the note to $0.25.

In light of the financial stress Covid-19 has placed on the Company the holder of the note

has agreed to not require payment due under the outstanding notes until December 31, 2022.

provision that adjusts the conversion rates of the notes to the

lowest rate the Company has agreed to issue stock.

The effect of repricing board and employee options to $0.25 reset the conversion

rates the note to $0.25.

In light of the financial stress Covid-19 has placed on the Company the holder of the note has agreed

to not require payment due under the outstanding notes until December 31, 2022.

The debenture contains a “ratchet”

provisions that adjusts the conversion rate of the debenture to the lowest rate the Company has agreed to issue stock.

of repricing board and employee options to $0.25 reset the conversion rates of the debenture to $0.25.

In light of the financial

stress Covid-19 has placed on the Company the holder of the debenture has agreed to not require payment due under each of the

outstanding debenture until December 31, 2022.