What changed in this filing

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Item 1. Financial Statements

2021-08-13 compared with 2021-05-17 · 787 added, 1258 removed, 310 unchanged (87% of the section changed)

Financial Statements.

Road Miners, Inc.

to the Condensed Consolidated Financial Statements

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 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)

Condensed Consolidated Balance Sheets at June 30, 2021 (unaudited) and December 31, 2020

Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2021 and 2020 (unaudited)

Condensed Consolidated Statements of Stockholders’ Deficit for the Three Months Ended June 30, 2021 and 2020 (unaudited)

Condensed Consolidated Statements of Stockholders’ Deficit for the Six Months Ended June 30, 2021 and 2020 (unaudited)

Condensed Consolidated Statements of Cash Flows for Six Months Ended June 30, 2021 and 2020 (unaudited)

Notes to the Condensed Consolidated Financial Statements (unaudited)

Road Miners, Inc.

Consolidated Balance Sheets

March 31, 2021

June 30, 2021

December 31, 2020

9 unchanged sentences

Security deposits

Liabilities and Stockholders’

Liabilities and Stockholders’ Deficit

Current Liabilities

2 unchanged sentences

Operating lease liability

Convertible promissory note –

related party, net

Convertible promissory note – related party, net

Due to CONtv joint venture

5 unchanged sentences

Commitments and contingencies

Stockholders’

Stockholders’ Deficit

Preferred stock-Series A Cumulative and Convertible par value $ 0.0001 :

1 unchanged sentence

226,523 and 173,974 shares issued and outstanding, respectively

Preferred stock par value $0.0001:

Preferred stock-Series B Cumulative and Convertible par value $ 0.0001 :

4,500,000 shares authorized;

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

and 288,448 shares issued

and outstanding, respectively

Preferred stock value

Common stock par value $ 0.0001 :

6 unchanged sentences

Non-controlling interest

Total Stockholders’

Total Liabilities and Stockholders’

Total Stockholders’ Deficit

( 6,724,606 )

( 6,844,909 )

Total Liabilities and Stockholders’ Deficit

accompanying notes to the unaudited condensed consolidated financial statements.

Road Miners, Inc.

Consolidated Statements of Operations

June 30, 2021

June 30, 2020

June 30, 2021

June 30, 2020

For the Three Months Ended

March 31, 2021

March 31, 2020

For the Six Months Ended

June 30, 2021

June 30, 2020

June 30, 2021

June 30, 2020

Cost of revenues

6 unchanged sentences

Loss from operations

( 1,614,410 )

( 4,687,709 )

Other income (expenses)

2 unchanged sentences

Loss before income tax provision

( 1,853,205 )

( 4,322,080 )

Income tax provision

( 1,853,205 )

( 4,322,080 )

Series A Preferred dividends

1 unchanged sentence

$ ( 1,840,251 )

$ ( 390,443 )

$ ( 4,252,228 )

$ ( 574,057 )

Loss per share - basic

Loss per share - diluted

Weighted average common shares outstanding –

Weighted average common shares outstanding - basic

Weighted average common shares outstanding - diluted

accompanying notes to the unaudited condensed consolidated financial statements.

Consolidated Statement of Stockholders’

the Three Months Ended March 31, 2021

Road Miners, Inc.

Consolidated Statement of Stockholders’ Deficit

the Three Months Ended June 30, 2021

Series A Preferred Stock

4 unchanged sentences

Non-controlling

Stockholders’

Balance, December 31, 2020

Stockholders’

Balance, March 31, 2021

$ ( 32,508,021 )

$ ( 5,551,492 )

Share-based compensation

Warrants issued for services

Issuance of Series B preferred shares and warrants –

net of offering costs

Issuance of common stock – net of offering costs

Issuance of Series B preferred shares and warrants – net of offering costs

Series A Preferred declared dividends

( 1,853,205 )

Balance, June 30, 2021

$ ( 34,361,226 )

$ ( 6,724,606 )

the Three Months Ended June 30, 2020

A Preferred Stock

Par value $0.0001

Preferred Stock

Par value $0.0001

Non-controlling

Stockholders’

Balance, March 31, 2020

the Three Months Ended March 31, 2020

$ ( 28,672,802 )

$ ( 6,790,189 )

Share-based compensation

Balance, June, 2020

$ ( 28,672,802 )

$ ( 6,790,189 )

accompanying notes to the unaudited condensed consolidated financial statements.

Road Miners, Inc.

Consolidated Statement of Stockholders’ Deficit

the Six Months Ended June 30, 2021

Series A Preferred Stock

Par value $0.0001

Preferred Stock

Par value $0.0001

Non-controlling

Stockholders’

Balance, December 31, 2020

$ ( 30,039,146 )

$ ( 6,844,909 )

Share-based compensation

Warrants issued for services

Issuance of common stock – net of offering costs

Issuance of Series B preferred shares and warrants – net of offering costs

Series A Preferred declared dividends

( 4,322,080 )

Balance, June 30, 2021

$ ( 34,361,226 )

$ ( 6,724,606 )

the Six Months Ended June 30, 2020

A Preferred Stock

Par value $0.0001

Preferred Stock

Par value $0.0001

1 unchanged sentence

Non-controlling

Stockholders’

December 31, 2019

Stockholders’

Balance, December 31, 2019

$ ( 28,098,745 )

$ ( 6,256,729 )

March 31, 2020

Share-based compensation

Balance, June, 2020

$ ( 28,672,802 )

$ ( 6,790,189 )

Balance, June 30, 2020

$ ( 28,672,802 )

$ ( 6,790,189 )

accompanying notes to the unaudited condensed consolidated financial statements.

Road Miners, Inc.

Consolidated Statements of Cash Flows

For the Three Months Ended

March 31, 2021

March 31, 2020

June 30, 2021

June 30, 2020

For the Six Months Ended

June 30, 2021

June 30, 2020

Cash Flows From Operating Activities:

$ ( 4,322,080 )

$ ( 574,057 )

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

12 unchanged sentences

Net Cash Used In Operating Activities

( 2,746,260 )

Cash Flows from Investing Activities:

Purchase of intangibles

Purchase of property and equipment

2 unchanged sentences

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

Proceeds from issuance of common stock - net

Proceeds from notes payable

9 unchanged sentences

accompanying notes to the unaudited condensed financial statements.

Road Miners, Inc.

to the Condensed Consolidated Financial Statements

1 – Organization and Operations

Brands, Inc., formerly GoEnergy, Inc., Wizard World, Inc., and Wizard Entertainment, Inc.

(“Wizard Brands”

“Company”) was incorporated on May 2, 2001, under the laws of the State of Delaware.

The Company, through its operating

subsidiary, is a producer of pop culture and live multimedia conventions across North America.

Effective October 5, 2018, the

Company changed its name to Wizard Entertainment, Inc.

On July 29, 2020, the Company changed its name to Wizard Brands, Inc.

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 industry.

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

Following the closing of the merger transaction, Jevo’s financial statements as of the closing were consolidated with

the financial statements of the Company.

Road Miners, Inc.

Road Miners, Inc., formerly known as Wizard Brands, Inc., formerly GoEnergy, Inc., Wizard World, Inc., and Wizard Entertainment, Inc.

(“Creek Road” or the “Company”) was incorporated on May 2, 2001, under the laws of the State of Delaware.

Company, through its operating subsidiary, is a producer of pop culture and live multimedia conventions across North America.

October 5, 2018, the Company changed its name to Wizard Entertainment, Inc.

On July 29, 2020, the Company changed its name to Wizard

On July 9, 2021, the Company changed its name to Creek Road Miners, Inc.

the six months ended June 30, 2021, the Company decided to enter the consumer category of digital products known as Non-Fungible Tokens

NFTs are 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.

As part of a move to expand the current NFT minting activities

into mining cryptocurrencies, the Company changed its name from Wizard Brands, Inc.

to Creek Road Miners, Inc.

as noted above.

intends to develop and operate, “scaled-up,” bitcoin manufacturing facilities using natural gas to power operations.

first Creek Road Miners facility is expected to be completed and fully operational by the end of 2021 and followed by an aggressive schedule

for developing additional sites.

2 – Going Concern Analysis

Concern Analysis

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 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

At present it is unclear how many live events 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 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:

Company had a loss from operations of $ 4,322,080 and $ 574,057 for the six months ended June 30, 2021 and 2020, respectively.

30, 2021, we had cash and cash equivalents of approximately $ 1.6 million and a working capital deficit of approximately $ 4.3 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 August 2022.

However, the 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 ongoing situation with the Covid-19 virus, the Company was unable to produce any live events from and after the First

Quarter of 2020.

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 400 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

collectables, (ii) providing virtual opportunities to fans to interact with celebrities, (iii) creating live and virtual events

and conferences focused on new subject matter and affinities, and (iv) engaging in M&A opportunities.

The company initiated

these activities in 2020.

$ 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.

July 16, 2021, the parties to the Leviston Purchase Agreement amended the agreements as necessary to achieve the following results:

Series B Preferred Stock is now convertible at a price (as adjusted, “Series B Conversion Price”) equal to the lesser of

(x) $4.52 and (y) 85% of the lowest variable weighted average price (“VWAP”) of the Common Stock on a trading day during

the 10 trading days prior to and ending on, and including, the date of conversion, subject to a conversion price floor of $1.00, but

not to exceed $1.50, subject to further adjustment in the event that the Company, subject to certain exemptions, disposes of or issues

any common stock or securities convertible into, exercisable, or exchangeable for common stock for no consideration or for consideration

less than the applicable Series B Conversion Price in effect immediately prior to such issuance.

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

(ii) providing virtual opportunities to fans to interact with celebrities, (iii) creating live and virtual events and conferences focused

on new subject matter and affinities, and (iv) engaging in M&A opportunities.

The Company initiated these activities in 2020.

Additionally,

if necessary, management believes that both related parties (management and members of the Board of Directors of the Company)

and potential external sources of debt and/or equity financing may be obtained based on management’s history of being able

to raise capital from both internal and external sources coupled with current favorable market conditions, It is understood however,

that although there is a recent history of related-parties providing a source of financing, there is no absolute certainty that

any such related-party financing can be obtained on a going-forward basis.

Therefore, the accompanying condensed consolidated

financial statements have been prepared assuming that the Company will continue as a going concern.

if necessary, management believes that both related parties (management and members of the Board of Directors of the Company) and potential

external sources of debt and/or equity financing may be obtained based on management’s history of being able to raise capital from

both internal and external sources coupled with current favorable market conditions, It is understood however, that although there is

a recent history of related-parties providing a source of financing, there is no absolute certainty that any such related-party financing

can be obtained on a going-forward basis.

Therefore, the accompanying condensed consolidated financial statements have been prepared

assuming that the Company will continue as a going concern.

condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability

and classification of assets or the amounts and classification of liabilities that may result from the matters discussed herein.

While the Company believes in the viability of management’s strategy to generate sufficient revenue, control costs and the

ability to raise additional funds if necessary, there can be no assurances to that effect.

The Company’s ability to continue

as a going concern is dependent upon the ability to further implement the business plan, generate sufficient revenues and to control

operating expenses.

the Company believes in the viability of management’s strategy to generate sufficient revenue, control costs and the ability to

raise additional funds if necessary.

There can be no assurances to that effect.

The Company’s ability to continue as a going

concern is dependent upon the ability to further implement the business plan, generate sufficient revenues and to control operating expenses.

3 – Significant and Critical Accounting Policies and Practices

management of the Company is responsible for the selection and use of appropriate accounting policies and their application.

accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition

and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to

make estimates about the effects of matters that are inherently uncertain.

The Company’s significant and critical accounting

policies and practices are disclosed below as required by generally accepted accounting principles.

accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition

and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates

about the effects of matters that are inherently uncertain.

The Company’s significant and critical accounting policies and practices

are disclosed below as required by generally accepted accounting principles.

of Presentation - Unaudited Interim Financial Information

accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with accounting

principles generally accepted in the United States of America (“U.S.

GAAP”) for interim financial information, and

in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) with

respect to Form 10-Q and Article 8 of Regulation S-X.

Accordingly, they do not include all of the information and footnotes required

GAAP for complete financial statements.

The unaudited condensed consolidated financial statements furnished reflect all

adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of

the results for the interim periods presented.

principles generally accepted in the United States of America (“U.S.

GAAP”) for interim financial information, and in accordance

with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) with respect to Form 10-Q

and Article 8 of Regulation S-X.

Accordingly, they do not include all of the information and footnotes required by U.S.

GAAP for complete

financial statements.

The unaudited condensed consolidated financial statements furnished reflect all adjustments (consisting of normal

recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented.

Interim results are not necessarily indicative of the results for the full year.

These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements

of the Company for the year ended December 31, 2020 and notes thereto contained in the Company’s Annual Report on Form 10-K

for the year ended December 31, 2020, as filed with the SEC on March 29, 2021.

These unaudited condensed consolidated financial statements

should be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2020 and notes

thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the SEC on March

of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect

the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial

statements and the reported amounts of revenues and expenses during the reporting periods.

Actual results could differ from those

GAAP requires management to make estimates and assumptions that affect the

reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements

and the reported amounts of revenues and expenses during the reporting periods.

Actual results could differ from those estimates.

of Consolidation

condensed consolidated financial statements include all accounts of the entities as of the reporting period ending date(s) and

for the reporting period(s).

condensed consolidated financial statements include all accounts of the entities as of the reporting period ending date(s) and for the

reporting period(s).

inter-company balances and transactions have been eliminated.

Non–controlling interest represents the minority equity investment

in the Company’s subsidiaries, plus the minority investors’

share of the net operating results and other components

of equity relating to the non–controlling interest.

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

The non-controlling

interest is separately disclosed on the Condensed Consolidated Balance Sheet.

Non–controlling interest represents the minority equity investment

in the Company’s subsidiaries, plus the minority investors’ share of the net operating results and other components of equity

relating to the non–controlling interest.

of June 30, 2021 and December 31, 2020, the aggregate non-controlling interest in ButtaFyngas was ($ 12,498 ) .

The non-controlling interest

is separately disclosed on the Condensed Consolidated Balance Sheet.

and Cash Equivalents

Company considers investments with original maturities of three months or less to be cash equivalents.

Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial

Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution.

The balance at times may exceed federally insured limits.

Value of Financial Instruments

purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged

in a current transaction between willing parties, other than in a forced sale or liquidation.

The carrying amount of the Company’s

short-term financial instruments approximates fair value due to the relatively short period to maturity for these instruments.

purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current

transaction between willing parties, other than in a forced sale or liquidation.

The carrying amount of the Company’s short-term

financial instruments approximates fair value due to the relatively short period to maturity for these instruments.

Receivable and Allowance for Doubtful Accounts

receivable are stated at the amount management expects to collect from outstanding balances.

The Company generally does not require

collateral to support customer receivables.

The Company provides an allowance for doubtful accounts based upon a review of the

outstanding accounts receivable, historical collection information and existing economic conditions.

The Company determines if

receivables are past due based on days outstanding, and amounts are written off when determined to be uncollectible by management.

The maximum accounting loss from the credit risk associated with accounts receivable is the amount of the receivable recorded,

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

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

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

The Company generally does not require collateral

to support customer receivables.

The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts

receivable, historical collection information and existing economic conditions.

The Company determines if receivables are past due based

on days outstanding, and amounts are written off when determined to be uncollectible by management.

The maximum accounting loss from

the credit risk associated with accounts receivable is the amount of the receivable recorded, which is the face amount of the receivable

net of the allowance for doubtful accounts.

As of June 30, 2021 and December 31, 2020, the allowance for doubtful accounts was $ 0 .

are stated at average cost using the first-in, first-out (FIFO) valuation method.

Inventory was comprised of the following:

March 31, 2021

of Inventories

June 30, 2021

December 31, 2020

3 unchanged sentences

Expenditures for major additions and betterments are capitalized.

Maintenance and repairs

are charged to operations as incurred.

Depreciation is computed by the straight-line method (after taking into account their respective

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

Maintenance and repairs are charged

to operations as incurred.

Depreciation is computed by the straight-line method (after taking into account their respective estimated

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

of Estimated Useful Lives of Property

Estimated Useful

2 unchanged sentences

Leasehold improvements

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

sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and

any gain or loss is reflected in the condensed consolidated statements of operations.

assets represent intangible assets acquired in connection with the Company’s purchase of Jevo patents and technology.

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

(*) Amortized on a

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

sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain

or loss is reflected in the condensed consolidated statements of operations.

assets represent intangible assets acquired in connection with the Company’s purchase of Jevo patents and technology.

The transaction

was not a business combination or acquisition of a business.

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.

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.

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

No impairment

has been recorded as of June 30, 2021.

- Cost Method, Equity Method and Joint Venture

accordance with sub-topic 323-10 of the FASB ASC (“Sub-topic 323-10”), the Company accounts for investments in common

stock of an investee for which the Company has significant influence in the operating or financial policies even though the Company

holds 50% or less of the common stock or in-substance common stock.

accordance with sub-topic 323-10 of the FASB ASC (“Sub-topic 323-10”), the Company accounts for investments in common stock

of an investee for which the Company has significant influence in the operating or financial policies even though the Company holds 50 %

or less of the common stock or in-substance common stock.

of Accounting

held in stock of entities other than subsidiaries, namely corporate joint ventures and other non-controlled entities usually are

accounted for by one of three methods:

(i) the fair value method (addressed in Topic 320), (ii) the equity method (addressed in

Topic 323), or (iii) the cost method (addressed in Subtopic 325-20).

Pursuant to Paragraph 323-10-05-5, the equity method tends

to be most appropriate if an investment enables the investor to influence the operating or financial policies of the investee.

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

LLC (a related party controlled by a member of the Board).

CONtv is a digital network devoted to fans of pop culture entertainment

and is inactive.

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.

held in stock of entities other than subsidiaries, namely corporate joint ventures and other non-controlled entities usually are accounted

for by one of three methods:

(i) the fair value method (addressed in Topic 320), (ii) the equity method (addressed in Topic 323), or

(iii) the cost method (addressed in Subtopic 325-20).

Pursuant to Paragraph 323-10-05-5, the equity method tends to be most appropriate

if an investment enables the investor to influence the operating or financial policies of the investee.

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

related party controlled by a member of the Board).

CONtv is a digital network devoted to fans of pop culture entertainment and is inactive.

the three and six months ended June 30, 2021 and 2020, the Company recognized $ 0 losses from this venture, respectively.

of June 30, 2021 and December 31, 2020, the investment in CONtv was $ 0 .

of June 30, 2021 and December 31, 2020, the amount due to CONtv was $ 0 and $ 224,241 , respectively.

Value of Measurements

Company follows ASC 820-10 of the FASB Accounting Standards Codification to measure the fair value of its financial instruments

and disclosures about fair value of its financial instruments.

ASC 820-10 establishes a framework for measuring fair value in

accounting principles generally accepted in the United States of America (U.S.

GAAP), and expands disclosures about fair value

measurements.

To increase consistency and comparability in fair value measurements and related disclosures, ASC 820-10 establishes

a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.

The three (3) levels of fair value hierarchy defined by ASC 820-10 are described below:

Company follows ASC 820-10 of the FASB Accounting Standards Codification to measure the fair value of its financial instruments and disclosures

about fair value of its financial instruments.

ASC 820-10 establishes a framework for measuring fair value in accounting principles generally

accepted in the United States of America (U.S.

GAAP), and expands disclosures about fair value measurements.

To increase consistency

and comparability in fair value measurements and related disclosures, ASC 820-10 establishes a fair value hierarchy which prioritizes

the inputs to valuation techniques used to measure fair value into three (3) broad levels.

The three (3) levels of fair value hierarchy

defined by ASC 820-10 are described below:

market prices available in active markets for identical assets or liabilities as of the reporting date.

inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable

as of the reporting date.

inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the

reporting date.

inputs that are generally unobservable inputs and not corroborated by market data.

assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or

similar techniques and at least one significant model assumption or input is unobservable.

fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities

and the lowest priority to unobservable inputs.

If the inputs used to measure the financial assets and liabilities fall within

more than one level described above, the categorization is based on the lowest level input that is significant to the fair value

measurement of the instrument.

carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, inventory, prepaid

expenses and other current assets, accounts payable and accrued expenses approximate their fair values because of the short maturity

of these instruments.

involving related parties typically cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions

assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar

techniques and at least one significant model assumption or input is unobservable.

fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and

the lowest priority to unobservable inputs.

If the inputs used to measure the financial assets and liabilities fall within more than

one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of

the instrument.

carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, inventory, prepaid expenses

and other current assets, accounts payable and accrued expenses approximate their fair values because of the short maturity of these

involving related parties typically cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions

of competitive, free-market dealings may not exist.

However, in the case of the convertible promissory note discussed in Note

5, the Company obtained a fairness opinion from an independent third party which supports that the transaction was carried out

at an arm’s length basis.

However, in the case of the convertible promissory note discussed in Note 5, the

Company obtained a fairness opinion from an independent third party which supports that the transaction was carried out at an arm’s

length basis.

Recognition and Cost of Revenues

Company follows the FASB Accounting Standards Codification ASC 606 for revenue recognition.

The Company will recognize revenue

when it is realized or realizable and earned.

The Company considers revenue realized or realizable and earned when all of the

following criteria are met:

The Company will recognize revenue when it

is realized or realizable and earned.

The Company considers revenue realized or realizable and earned when all of the following criteria

the contract with a customer

contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s

rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract

has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that

are transferred is probable based on the customer’s intent and ability to pay the promised consideration.

The Company applies

judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the

customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining

to the customer.

contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s

rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial

substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable

based on the customer’s intent and ability to pay the promised consideration.

The Company applies judgment in determining the customer’s

ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or,

in the case of a new customer, published credit and financial information pertaining to the customer.

the performance obligations in the contract

obligations promised in a contract are identified based on the services that will be transferred to the customer that are both

capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources

that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the

transfer of the services is separately identifiable from other promises in the contract.

To the extent a contract includes multiple

promised services, the Company must apply judgment to determine whether promised services are capable of being distinct and distinct

in the context of the contract.

If these criteria are not met the promised services are accounted for as a combined performance

obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable

of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily

available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services

is separately identifiable from other promises in the contract.

To the extent a contract includes multiple promised services, the Company

must apply judgment to determine whether promised services are capable of being distinct and distinct in the context of the contract.

If these criteria are not met the promised services are accounted for as a combined performance obligation.

the transaction price

transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring

services to the customer.

To the extent the transaction price includes variable consideration, the Company estimates the amount

of variable consideration that should be included in the transaction price utilizing either the expected value method or the most

likely amount method depending on the nature of the variable consideration.

Variable consideration is included in the transaction

price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract

will not occur.

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

transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring services

to the customer.

To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration

that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending

on the nature of the variable consideration.

Variable consideration is included in the transaction price if, in the Company’s judgment,

it is probable that a significant future reversal of cumulative revenue under the contract will not occur.

None of the Company’s

contracts as of June 30, 2021 contained a significant financing component.

the transaction price to performance obligations in the contract

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However, if a series of distinct services that are substantially the same qualifies as a single performance obligation in a contract

with variable consideration, the Company must determine if the variable consideration is attributable to the entire contract or

to a specific part of the contract.

For example, a bonus or penalty may be associated with one or more, but not all, distinct

services promised in a series of distinct services that forms part of a single performance obligation.

Contracts that contain

multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative

standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance

obligation or to a distinct service that forms part of a single performance obligation.

The Company determines standalone selling

price based on the price at which the performance obligation is sold separately.

If the standalone selling price is not observable

through past transactions, the Company estimates the standalone selling price taking into account available information such as

market conditions and internally approved pricing guidelines related to the performance obligations.

with variable consideration, the Company must determine if the variable consideration is attributable to the entire contract or to a

specific part of the contract.

For example, a bonus or penalty may be associated with one or more, but not all, distinct services promised

in a series of distinct services that forms part of a single performance obligation.

Contracts that contain multiple performance obligations

require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless

the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service

that forms part of a single performance obligation.

The Company determines standalone selling price based on the price at which the performance

obligation is sold separately.

If the standalone selling price is not observable through past transactions, the Company estimates the

standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines

related to the performance obligations.

revenue when or as the Company satisfies a performance obligation

Company satisfies performance obligations either over time or at a point in time.

Revenue is recognized at the time the related

performance obligation is satisfied by transferring a promised service to a customer.

Revenue is recognized at the time the related performance

obligation is satisfied by transferring a promised service to a customer.

revenue is generally earned upon completion of the convention.

Unearned convention revenue is deposits received for conventions

that have not yet taken place, which are fully or partially refundable depending upon the terms and conditions of the agreements.

Unearned convention revenue is deposits received for conventions that

have not yet taken place, which are fully or partially refundable depending upon the terms and conditions of the agreements.

Company recognizes cost of revenues in the period in which the revenues was earned.

In the event the Company incurs cost of revenues

for conventions that are yet to occur, the Company records such amounts as prepaid expenses and such prepaid expenses are expensed

during the period the convention takes place.

for conventions that are yet to occur, the Company records such amounts as prepaid expenses and such prepaid expenses are expensed during

the period the convention takes place.

Disaggregation

of Revenue from Contracts with Customers.

The following table disaggregates gross revenue by significant revenue stream for

the three months ended March 31, 2021 and 2020:

For the Three Months Ended

March 31, 2021

March 31, 2020

The following table disaggregates gross revenue by significant revenue stream for the six

months ended June 30, 2021 and 2020:

Disaggregation of Revenue from Contracts with Customers

For the Six Months Ended

June 30, 2021

June 30, 2020

Total revenue

1 unchanged sentence

Company accounts for shipping and handling fees in accordance with paragraph 605-45-45-19 of the FASB Accounting Standards Codification.

While amounts charged to customers for shipping products are included in revenues, the related costs are classified in cost of

revenue as incurred.

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

Equity–based

Company recognizes compensation expense for all equity–based payments in accordance with ASC 718 “

Stock Compensation ”.

Under fair value recognition provisions, the Company recognizes equity–based compensation

net of an estimated forfeiture rate and recognizes compensation cost only for those shares expected to vest over the requisite

service period of the award.

While amounts charged to customers for shipping products are included in revenues, the related costs are classified in cost of revenue

and handling costs were $ 44,126 and $ 0 for the six months ended June 30, 2021 and 2020, respectively.

Company recognizes compensation expense for all equity–based payments in accordance with ASC 718 “ Compensation –

Stock Compensation ”.

Under fair value recognition provisions, the Company recognizes equity–based compensation net of

an estimated forfeiture rate and recognizes compensation cost only for those shares expected to vest over the requisite service period

of the award.

stock awards are granted at the discretion of the Company.

These awards are restricted as to the transfer of ownership and generally

vest over the requisite service periods, typically over a four-year period (vesting on a straight–line basis).

value of a stock award is equal to the fair market value of a share of Company stock on the grant date.

fair value of an option award is estimated on the date of grant using the Black–Scholes option valuation model.

The Black–Scholes

vest over the requisite service periods, typically over a four-year period (vesting on a straight–line basis).

The fair value of

a stock award is equal to the fair market value of a share of Company stock on the grant date.

fair value of an option award is estimated on the date of grant using the Black–Scholes option valuation model.

The Black–Scholes

option valuation model requires the development of assumptions that are input into the model.

These assumptions are the expected

stock volatility, the risk–free interest rate, the expected life of the option, the dividend yield on the underlying stock

and the expected forfeiture rate.

Expected volatility is calculated based on the historical volatility of the Company’s

Common stock over the expected option life and other appropriate factors.

The expected option term is computed using the “simplified”

method as permitted under the provisions of ASC 718-10-S99.

The Company uses the simplified method to calculate expected term

of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable

basis upon which to estimate expected term.

Risk–free interest rates are calculated based on continuously compounded risk–free

rates for the appropriate term.

The dividend yield is assumed to be zero as the Company has never paid or declared any cash dividends

on the Common stock of the Company and does not intend to pay dividends on the Common stock in the foreseeable future.

forfeiture rate is estimated based on historical experience.

the appropriate fair value model and calculating the fair value of equity–based payment awards requires the input of the

subjective assumptions described above.

The assumptions used in calculating the fair value of equity–based payment awards

represent management’s best estimates, which involve inherent uncertainties and the application of management’s judgment.

As a result, if factors change and the Company uses different assumptions, the equity–based compensation could be materially

different in the future.

In addition, the Company is required to estimate the expected forfeiture rate and recognize expense only

for those shares expected to vest.

If the actual forfeiture rate is materially different from the Company’s estimate, the

equity–based compensation could be significantly different from what the Company has recorded in the current period.

Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “

Income Taxes .”

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between

the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred income tax

assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary

differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates

is recognized in income in the period that included the enactment date.

Valuation allowances are established, when necessary,

to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement

of tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more

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

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

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.

These assumptions are the expected stock

volatility, the risk–free interest rate, the expected life of the option, the dividend yield on the underlying stock and the expected

forfeiture rate.

Expected volatility is calculated based on the historical volatility of the Company’s Common stock over the expected

option life and other appropriate factors.

The expected option term is computed using the “simplified” method as permitted

under the provisions of ASC 718-10-S99.

The Company uses the simplified method to calculate expected term of share options and similar

instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected

Risk–free interest rates are calculated based on continuously compounded risk–free rates for the appropriate term.

The dividend yield is assumed to be zero as the Company has never paid or declared any cash dividends on the Common stock of the Company

and does not intend to pay dividends on the Common stock in the foreseeable future.

The expected forfeiture rate is estimated based on

historical experience.

the appropriate fair value model and calculating the fair value of equity–based payment awards requires the input of the subjective

assumptions described above.

The assumptions used in calculating the fair value of equity–based payment awards represent management’s

best estimates, which involve inherent uncertainties and the application of management’s judgment.

As a result, if factors change

and the Company uses different assumptions, the equity–based compensation could be materially different in the future.

the Company is required to estimate the expected forfeiture rate and recognize expense only for those shares expected to vest.

actual forfeiture rate is materially different from the Company’s estimate, the equity–based compensation could be significantly

different from what the Company has recorded in the current period.

Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “ Income Taxes .”

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the

financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred income tax assets and

liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences

are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in

income in the period that included the enactment date.

Valuation allowances are established, when necessary, to reduce deferred tax assets

to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax

positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than

not to be sustained upon examination by taxing authorities.

There were no unrecognized tax benefits as of June 30, 2021 and December

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

were accrued for the payment of interest and penalties as of June 30, 2021 and December 31, 2020.

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 is

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

Company may be subject to potential examination by federal, state, and city taxing authorities in the areas of income taxes.

potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions,

and compliance with federal, state, and city tax laws.

The Company’s management does not expect that the total amount of

unrecognized tax benefits will materially change over the next twelve months.

These potential

examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance

with federal, state, and city tax laws.

The Company’s management does not expect that the total amount of unrecognized tax benefits

will materially change over the next twelve months.

Company is no longer subject to tax examinations by tax authorities for years prior to 2018.

per share (“EPS”) is the amount of earnings attributable to each share of common stock.

For convenience, the term

is used to refer to either earnings or loss per share.

EPS is computed pursuant to Section 260-10-45 of the FASB Accounting Standards

Codification.

Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16, basic EPS shall be computed by dividing income available

to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the

Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred

stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned)

from income from continuing operations (if that amount appears in the income statement) and also from net income.

The computation

of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional

common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect

the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options

following table shows the outstanding dilutive common shares excluded from the diluted net income (loss) per share calculation

as they were anti-dilutive:

per share (“EPS”) is the amount of earnings attributable to each share of common stock.

For convenience, the term is used

to refer to either earnings or loss per share.

EPS is computed pursuant to Section 260-10-45 of the FASB Accounting Standards Codification.

Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16, basic EPS shall be computed by dividing income available to common stockholders

(the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period.

Income available to

common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid)

and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations

(if that amount appears in the income statement) and also from net income.

The computation of diluted EPS is similar to the computation

of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding

if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common

shares issuable through contingent shares issuance arrangement, stock options or warrants.

following table shows the outstanding dilutive common shares excluded from the diluted net income (loss) per share calculation as they

were anti-dilutive:

of Contingent Share Issuance Arrangements, Stock Options and Warrants

Contingent shares issuance

arrangement, stock options

For the Three Months

March 31, 2021

For the Three Months

March 31, 2020

For the Six Months

June 30, 2021

For the Six Months

June 30, 2020

Convertible note

6 unchanged sentences

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

“Simplifying the Accounting for Income Taxes”

which is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic

740 and by clarifying and amending existing guidance to improve consistent application.

This ASU is effective for fiscal years,

and interim periods within those fiscal years, beginning after December 15, 2020.

“Simplifying the Accounting for Income Taxes” ,

which is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and

by clarifying and amending existing guidance to improve consistent application.

This ASU is effective for fiscal years, and interim periods

within those fiscal years, beginning after December 15, 2020.

Early adoption is permitted.

Certain amendments

within this ASU are required to be applied on a retrospective basis, certain other amendments are required to be applied on a

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

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

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

Certain amendments within this ASU are required

to be applied on a retrospective basis, certain other amendments are required to be applied on a modified retrospective basis and all

other amendments on a prospective basis.

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, “

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

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.

3 unchanged sentences

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):

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”

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

1 unchanged sentence

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”)

through the date these financial statements were available to be issued and found no recent accounting pronouncements issued,

but not yet effective accounting pronouncements, when adopted, will have a material impact on the financial statements of the

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

through the date these financial statements were available to be issued and found no recent accounting pronouncements issued, but not

yet effective accounting pronouncements, when adopted, will have a material impact on the financial statements of the Company.

4 – Property and Equipment

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

March 31, 2021

March 31, 2020

of Property and Equipment

June 30, 2021

June 30, 2020

Computer Equipment

1 unchanged sentence

Leasehold Improvements

Property and equipment, gross

Accumulated depreciation

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

Property and equipment,

expense was $ 6,722 and $ 12,890 for the six months ended June 30, 2021 and 2020, respectively.

5 – Related Party Transactions

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

Capital, LLC, a Delaware limited liability company (“Bristol”) managed by Paul L.

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

LLC, a Delaware limited liability company (“Bristol”) managed by Paul L.

Kessler, the Chairman of the Company.

Pursuant to the Consulting Agreement, Mr.

the Consulting Agreement, Mr.

Kessler will serve as Executive Chairman of the Company.

The initial term of the Agreement

is from December 29, 2016 through March 28, 2017 (the “Initial Term”).

The term of the Consulting Agreement will be

automatically extended for additional terms of 90-day periods each (each a “Renewal Term”

and together with the Initial

Term, the “Term”), unless either the Company or Bristol gives prior written notice of non-renewal to the other party

no later than thirty (30) days prior to the expiration of the then current Term.

the Term, the Company will pay Bristol a monthly fee (the “Monthly Fee”) of Eighteen Thousand Seven Hundred Fifty

and No/100 Dollars ($18,750).

This agreement has been amended so that the monthly fee owed to Bristol may now, at the option of

the Company, be paid in preferred stock.

The initial term of the Agreement is from December

29, 2016 through March 28, 2017 (the “Initial Term”).

The term of the Consulting Agreement will be automatically extended

for additional terms of 90-day periods each (each a “Renewal Term” and together with the Initial Term, the “Term”),

unless either the Company or Bristol gives prior written notice of non-renewal to the other party no later than thirty (30) days prior

to the expiration of the then current Term.

the Term, the Company will pay Bristol a monthly fee (the “Monthly Fee”) of Eighteen Thousand Seven Hundred Fifty and No/100

Dollars ($ 18,750 ) .

This agreement has been amended so that the monthly fee owed to Bristol may now, at the option of the Company, be

paid in preferred stock.

addition, upon execution of the Consulting Agreement, the Company granted to Bristol options to purchase up to an aggregate of 30,000

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,

LLC (“Bristol Capital Advisors”), an entity controlled by the Company’s Chairman of the Board.

The leased premises

are owned by an unrelated third party and Bristol Capital Advisors passes the lease costs down to the Company.

The term of the

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

During the three months

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

shares of the Company’s common stock.

the six months ended June 30, 2021 and 2020, the Company incurred expenses of approximately $ 112,500 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 June 30, 2021 and December

31, 2020, the Company accrued $ 112,500 and $ 0 , 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

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 six months ended June 30, 2021.

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

(“Bristol Capital Advisors”), an entity controlled by the Company’s Chairman of the Board.

The leased premises are

owned by an unrelated third party and Bristol Capital Advisors passes the lease costs down to the Company.

The term of the Sublease is

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

During the six months ended June 30, 2021

and 2020, the Company paid lease obligations $ 28,129 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 .

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

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.

As of March 31, 2021 and December

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

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 June 30, 2021 and December 31, 2020 the outstanding balance under the

loan payable was $ 0 .

Purchase Agreement

December 1, 2016, the Company entered into the Purchase Agreement with Bristol Investment Fund, Ltd.

(the “Purchaser”),

an entity controlled by the Chairman of the Company’s Board of Directors, pursuant to which the Company sold to the Purchaser,

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

(i) the Debenture, (ii) Series A Warrants, and (iii) Series B

Pursuant to the Purchase Agreement, the Company paid $25,000 to the Purchaser and issued to the Purchaser 25,000 shares

of Common Stock with a grant date fair value of $85,000 to cover the Purchaser’s legal fees.

The Company recorded as a debt

discount of $25,791 related to the cash paid and the relative fair value of the shares issued to Purchaser for legal fees.

Debenture with an initial principal balance of $2,500,000, due December 30, 2018 (the “Maturity Date”), will accrue

interest on the aggregate unconverted and then outstanding principal amount of the Debenture at the rate of 12% per annum.

is payable quarterly on (i) January 1, April 1, July 1 and October 1, beginning on January 1, 2017, (ii) on each date the Purchaser

converts, in whole or in part, the Debenture into Common Stock (as to that principal amount then being converted), and (iii) on

the day that is 20 days following the Company’s notice to redeem some or all of the of the outstanding principal of the

Debenture (only as to that principal amount then being redeemed) and on the Maturity Date.

The Debenture is convertible into shares

of the Company’s Common Stock at any time at the option of the holder, at an initial conversion price of $3.00 (as converted)

per share, subject to adjustment.

In the event of default occurs, the conversion price shall be the lesser of (i) the initial

conversion price of $3.00 and (ii) 50% of the average of the 3 lowest trading prices during the 20 trading days immediately prior

to the applicable conversion date.

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.

The effect 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.

(the “Purchaser”), an

entity controlled by the Chairman of the Company’s Board of Directors, pursuant to which the Company sold to the Purchaser, for

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

(i) the Debenture, (ii) Series A Warrants, and (iii) Series B Warrants.

to the Purchase Agreement, the Company paid $ 25,000 to the Purchaser and issued to the Purchaser 25,000 shares of Common Stock with a

grant date fair value of $ 85,000 to cover the Purchaser’s legal fees.

The Company recorded as a debt discount of $ 25,791 related

to the cash paid and the relative fair value of the shares issued to Purchaser for legal fees.

Debenture with an initial principal balance of $ 2,500,000 , due December 30, 2018 (the “Maturity Date”), will accrue interest

on the aggregate unconverted and then outstanding principal amount of the Debenture at the rate of 12 % per annum.

Interest is payable

quarterly on (i) January 1, April 1, July 1 and October 1, beginning on January 1, 2017, (ii) on each date the Purchaser converts, in

whole or in part, the Debenture into Common Stock (as to that principal amount then being converted), and (iii) on the day that is 20

days following the Company’s notice to redeem some or all of the of the outstanding principal of the Debenture (only as to that

principal amount then being redeemed) and on the Maturity Date.

The Debenture is convertible into shares of the Company’s Common

Stock at any time at the option of the holder, at an initial conversion price of $3.00 (as converted) per share, subject to adjustment.

In the event of default occurs, the conversion price shall be the lesser of (i) the initial conversion price of $ 3.00 and (ii) 50 % of

the average of the 3 lowest trading prices during the 20 trading days immediately prior to the applicable conversion date.

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.

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

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.

Series A Warrants

Series A Warrants to acquire up to 833,333 shares of Common Stock at the Series A Initial Exercise Price of $3.00 and expiring

on December 1, 2021.

Series A Warrants to acquire up to 833,333 shares of Common Stock at the Series A Initial Exercise Price of $ 3.00 and expiring on December

The Warrants may be exercised immediately upon the issuance date, upon the option of the holder.

price has now been adjusted to $0.25 and the exercise date has been extended.

The exercise price has now

been adjusted to $ 0.25 and the exercise date has been extended.

Series B Warrants

Series B Warrants to acquire up to 833,333 shares of Common Stock at the Series B Initial Exercise Price of $0.0001 and expiring

on December 1, 2021.

Series B Warrants to acquire up to 833,333 shares of Common Stock at the Series B Initial Exercise Price of $ 0.0001 and expiring on December

The Series B Warrants were exercised immediately upon the issuance date.

The Company received gross proceeds

of $1,667 upon exercise of the warrants.

issuance of the note, the Company valued the warrants using the Black-Scholes Option Pricing model and accounted for it using

the relative fair value of $1,448,293 as debt discount on the condensed consolidated balance sheet.

The debt discount is amortized

over the earlier of (i) the term of the debt or (ii) conversion of the debt, using the effective interest method which approximates

the interest method.

The amortization of debt discount is included as a component of interest expense in the condensed consolidated

statements of operations.

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.

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

LLC (a related party controlled by a member of the Board).

CONtv is a digital network devoted to fans of pop culture entertainment

and is inactive.

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.

The Company received gross proceeds of $ 1,667 upon

exercise of the warrants.

issuance of the note, the Company valued the warrants using the Black-Scholes Option Pricing model and accounted for it using the relative

fair value of $ 1,448,293 as debt discount on the condensed consolidated balance sheet.

The debt discount is amortized over the earlier

of (i) the term of the debt or (ii) conversion of the debt, using the effective interest method which approximates the interest method.

The amortization of debt discount is included as a component of interest expense in the condensed consolidated statements of operations.

There was unamortized debt discount of $ 0 as of June 30, 2021 and December 31, 2020, which includes the debt discount recorded upon execution

of the Securities Purchase Agreement discussed above.

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

related party controlled by a member of the Board).

CONtv is a digital network devoted to fans of pop culture entertainment and is inactive.

the six months ended June 30, 2021 and 2020, the Company recognized $ 0 losses from this venture, respectively.

of June 30, 2021 and December 31, 2020, the investment in CONtv was $ 0 .

of June 30, 2021 and December 31, 2020, the amount due to CONtv was $ 0 and $ 224,241 , respectively.

6 – Notes Payable

Protection Program

March 27, 2020 the Coronavirus Aid, Relief, and Economic Security Act (the “

CARES Act ”) was enacted and included

a provision for the Small Business Administration (“

SBA ”) to implement its Paycheck Protection Program (“

PPP ”).

March 27, 2020 the Coronavirus Aid, Relief, and Economic Security Act (the “ CARES Act ”) was enacted and included a

provision for the Small Business Administration (“ SBA ”) to implement its Paycheck Protection Program (“ PPP ”).

The PPP provides small businesses with funds to pay payroll costs, including some benefits over a covered period of up to 24 weeks.

Funds received under the PPP may also be used to pay interest on mortgages, rent, and utilities.

Subject to certain criteria being

met, all or a portion of the loan may be forgiven.

The loans bear interest at an annual rate of one percent (1%), are due two

(2) years from the date of issuance, and all payments are deferred for the first six (6) months of the loan.

Any unforgiven balance

of loan principal and accrued interest at the end of the six (6) month loan deferral period is amortized in equal monthly installments

over the remaining 18-months of the loan term.

received under the PPP may also be used to pay interest on mortgages, rent, and utilities.

Subject to certain criteria being met, all

or a portion of the loan may be forgiven.

The loans bear interest at an annual rate of one percent ( 1 %), are due two (2) years from the

date of issuance, and all payments are deferred for the first six (6) months of the loan.

Any unforgiven balance of loan principal and

accrued interest at the end of the six (6) month loan deferral period is amortized in equal monthly installments over the remaining 18-months

of the loan term.

On April 30, 2020, the Company closed a $ 197,600 SBA guaranteed PPP loan.

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 $197,600.

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.

As of June 30, 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 June 30, 2021, the outstanding balance under the loan was $ 197,662 .

Business Administration Loan

June 9, 2020, the Company executed a loan agreement with the SBA.

The Company received aggregate proceeds of $149,900 under the

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

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

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

The Company received aggregate proceeds of $ 149,900 under the loan

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

As of June 30, 2021 and December 31, 2020, the outstanding

balance under the loan was $ 149,900 .

7 – Convertible Debenture

Purchase Agreement

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:

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.

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

interest on the aggregate unconverted and then outstanding principal amount of the Debenture at the rate of 12% per annum.

is payable quarterly on (i) January 1, April 1, July 1 and October 1, beginning on January 1, 2020, (ii) on each date the Purchaser

converts, in whole or in part, the Debenture into Common Stock (as to that principal amount then being converted), and (iii) on

the day that is 20 days following the Company’s notice to redeem some or all of the of the outstanding principal of the

Debenture (only as to that principal amount then being redeemed) and on the Maturity Date.

The Debenture is convertible into shares

of the Company’s Common Stock at any time at the option of the holder, at an initial conversion price of $2.50 (as converted)

per share, subject to adjustment.

In the event of default occurs, the conversion price shall be the lesser of (i) the initial

conversion price of $2.50 and (ii) 50% of the average of the 3 lowest trading prices during the 20 trading days immediately prior

to the applicable conversion date.

In July 2020, the Purchaser agreed to extend the debenture a year as well as forbear any collection

on the debenture up to December 30, 2022.

The subject debenture contains a “ratchet”

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

Series A Warrants to acquire up to 300,000 shares of Common Stock at the Series A Initial Exercise Price of $2.50 and expiring

on December 1, 2024.

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.

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

on the aggregate unconverted and then outstanding principal amount of the Debenture at the rate of 12 % per annum.

Interest is payable

quarterly on (i) January 1, April 1, July 1 and October 1, beginning on January 1, 2020, (ii) on each date the Purchaser converts, in

whole or in part, the Debenture into Common Stock (as to that principal amount then being converted), and (iii) on the day that is 20

days following the Company’s notice to redeem some or all of the of the outstanding principal of the Debenture (only as to that

principal amount then being redeemed) and on the Maturity Date.

The Debenture is convertible into shares of the Company’s Common

Stock at any time at the option of the holder, at an initial conversion price of $ 2.50 (as converted) per share, subject to adjustment.

In the event of default occurs, the conversion price shall be the lesser of (i) the initial conversion price of $ 2.50 and (ii) 50 % of

the average of the 3 lowest trading prices during the 20 trading days immediately prior to the applicable conversion date.

In July 2020,

the Purchaser agreed to extend the debenture a year as well as forbear any collection on the debenture up to December 30, 2022.

debenture contains a “ratchet” provisions 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 .

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 debenture until December 31, 2022.

Series A Warrants to acquire up to 3,000,000 shares of Common Stock at the Series A Initial Exercise Price of $ 2.50 and expiring on December

The Warrants may be exercised immediately upon the issuance date, upon the option of the holder.

price has now been adjusted to $0.25.

issuance of the note, the Company valued the warrants using the Black-Scholes Option Pricing model and accounted for it using

the relative fair value of $545,336 as debt discount on the condensed consolidated balance sheet.

The debt discount is amortized

over the earlier of (i) the term of the debt or (ii) conversion of the debt, using the effective interest method which approximates

the interest method.

The amortization of debt discount is included as a component of interest expense in the condensed consolidated

statements of operations.

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

discussed above.

The exercise price has now

been adjusted to $ 0.25 .

issuance of the note, the Company valued the warrants using the Black-Scholes Option Pricing model and accounted for it using the relative

fair value of $ 545,336 as debt discount on the condensed consolidated balance sheet.

The debt discount is amortized over the earlier

of (i) the term of the debt or (ii) conversion of the debt, using the effective interest method which approximates the interest method.

The amortization of debt discount is included as a component of interest expense in the condensed consolidated statements of operations.

There was unamortized debt discount of $ 387,564 and $ 510,384 as of June 30, 2021 and December 31, 2020, respectively, which includes

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

8 – Commitments and Contingencies

1 unchanged sentence

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

Maatta, the former President

and Chief Executive Officer.

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”)

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”)

with Bristol managed by Paul L.

1 unchanged sentence

Pursuant to the Consulting Agreement, Mr.

Kessler will serve

as Executive Chairman of the Company.

The initial term of the Agreement is from December 29, 2016 through March 28, 2017 (the

“Initial Term”).

The term of the Consulting Agreement will be automatically extended for additional terms of 90-day

periods each (each a “Renewal Term”

and together with the Initial Term, the “Term”), unless either the

Company or Bristol gives prior written notice of non-renewal to the other party no later than thirty (30) days prior to the expiration

of the then current Term.

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.

Kessler will serve as

Executive Chairman of the Company.

The initial term of the Agreement is from December 29, 2016 through March 28, 2017 (the “Initial

The term of the Consulting Agreement will be automatically extended for additional terms of 90-day periods each (each a

“Renewal Term” and together with the Initial Term, the “Term”), unless either the Company or Bristol gives prior

written notice of non-renewal to the other party no later than thirty (30) days prior to the expiration of the then current Term.

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 .

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, the Board of Directors elected to cancel the 2018 Bristol

shares and issue 49,698 shares of Series A Preferred stock.

In March 2021, the Company granted an additional 22,500 shares of series

A preferred stock for consulting services provided by Bristol during the six months ended June 30, 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.

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

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.

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.

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”).

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.

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 consulting expense

on its books.

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

It is not involved in any disputes

and does not have any litigation matters pending which the Company believes could have a materially adverse effect on the Company’s

It is not involved in any disputes and

does not have any litigation matters pending which the Company believes could have a materially adverse effect on the Company’s

financial condition or results of operations.

9 – Operating Leases

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

an entity controlled by the Company’s Chairman of the Board.

The leased premises are owned by an unrelated third party and

Bristol Capital Advisors passes the lease costs down to the Company.

The term of the Sublease is for 5 years and 3 months beginning

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

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

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

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

controlled by the Company’s Chairman of the Board.

The leased premises are owned by an unrelated third party and Bristol Capital

Advisors passes the lease costs down to the Company.

The term of the Sublease is for 5 years and 3 months beginning on July 1, 2016 commencing

with monthly payments of $ 8,118 .

During the six months ended June 30, 2021 and 2020, the Company paid lease obligations $ 28,129 and $ 23,812 ,

respectively, under the Sublease.

April 28, 2020, upon acquisition of the Jevo assets, the Company entered into a lease agreement with a third party.

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 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.

The term of 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 an approximate

2 % escalation clause.

During the six months ended June 30, 2021 and 2020, the Company paid lease obligations $ 8,652 and $ 0 , respectively,

under the lease.

determine if an arrangement contains a lease at inception.

Right of use (“ROU”) assets represent our right to use

an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the

ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease

payments over the lease term.

Right of use (“ROU”) assets represent our right to use an underlying

asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.

ROU assets and

liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term.

leases consist of leaseholds on office space.

We utilized a portfolio approach in determining our discount rate.

The portfolio

approach takes into consideration the range of the term, the range of the lease payments, the category of the underlying asset

and our estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining

the present value of lease payments.

We also give consideration to our recent debt issuances as well as publicly available data

for instruments with similar characteristics when calculating our incremental borrowing rates.

The portfolio approach

takes into consideration the range of the term, the range of the lease payments, the category of the underlying asset and our estimated

incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value

of lease payments.

We also give consideration to our recent debt issuances as well as publicly available data for instruments with similar

characteristics when calculating our incremental borrowing rates.

lease term includes options to extend the lease when it is reasonably certain that we will exercise that option.

Leases with a

term of 12 months or less are not recorded on the balance sheet, per the election of the practical expedient noted above.

Leases with a term of

12 months or less are not recorded on the balance sheet, per the election of the practical expedient noted above.

recognize lease expense for these leases on a straight-line basis over the lease term.

We recognize variable lease payments in

the period in which the obligation for those payments is incurred.

Variable lease payments that depend on an index or a rate are

initially measured using the index or rate at the commencement date, otherwise variable lease payments are recognized in the period

We recognize variable lease payments in the period

in which the obligation for those payments is incurred.

Variable lease payments that depend on an index or a rate are initially measured

using the index or rate at the commencement date, otherwise variable lease payments are recognized in the period incurred.

components of lease expense were as follows:

For the Three

March 31, 2021

March 31, 2020

of Lease Expenses

June 30, 2021

June 30, 2020

Operating lease

2 unchanged sentences

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

For the Three

March 31, 2021

March 31, 2020

of Supplemental Cash Flow and Other Information Related Leases

June 30, 2021

June 30, 2020

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

6 unchanged sentences

Operating leases

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

For the twelve months ending March 31:

following table presents the maturity of the Company’s lease liabilities as of June 30, 2021:

of Maturities of Operating Lease Liabilities

For the twelve months ending June 30:

Future minimum lease payments

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”

to the next whole share.

10 – 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” to the next whole share.

share and per share amounts for the common stock have been retroactively restated to give effect to the reverse splits.

Company’s authorized capital stock consists of 105,000,000 shares, of which 100,000,000 are for shares of common stock,

par value $0.0001 per share, and 5,000,000 are for shares of preferred stock, par value $0.0001 per share, of which 500,000 have

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

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.

Company’s authorized capital stock consists of 105,000,000 shares, of which 100,000,000 are for shares of common stock, par value

$ 0.0001 per share, and 5,000,000 are for shares of preferred stock, par value $ 0.0001 per share, of which 500,000 have been designated

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

of June 30, 2021 and December 31, 2020, there were 226,523 and 173,974 shares of Series A preferred stock issued and outstanding, respectively.

of June 30, 2021 and December 31, 2020, there were 2,500 and 0 shares of Series B preferred stock issued and outstanding, respectively.

of June 30, 2021 and December 31, 2020, there were 3,629,452 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.

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

of Stock Option Activity

Exercise Price

(as converted)

Outstanding –

December 31, 2020

Exercisable –

December 31, 2020

Outstanding – December 31, 2020

Exercisable – December 31, 2020

Forfeited/Cancelled

Outstanding –

March 31, 2021

Exercisable –

March 31, 2021

Outstanding – June 30, 2021

Exercisable – June 30, 2021

of Information Regarding Stock Options Outstanding

Options Outstanding

4 unchanged sentences

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 March 31, 2021 was approximately

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

$ 0.25 – 18.80

June 30, 2021, the total intrinsic value of options outstanding and exercisable was $ 1,228,125 and $ 876,563 , respectively.

the six months ended June 30, 2021 and 2020, the Company recorded total stock-based compensation expense related to options of approximately

$ 194,858 and $ 40,597 , respectively.

The unrecognized compensation expense at June 30, 2021 was approximately $ 106,059 .

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

of Stock Warrants Activity

Exercise Price

(as converted)

Outstanding –

December 31, 2020

Exercisable –

December 31, 2020

Outstanding – December 31, 2020

Exercisable – December 31, 2020

Forfeited/Cancelled

Outstanding –

March 31, 2021

Exercisable –

March 31, 2021

Outstanding – June 30, 2021

Exercisable – June 30, 2021

of Information Regarding Stock Warrants Outstanding

Warrants Outstanding

4 unchanged sentences

Exercise Price

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

$ 0.50 – 3.00

June 30, 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 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

of $ 170,000 .

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”),

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

1 unchanged sentence

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”).

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

7 unchanged sentences

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 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.

July 16, 2021, the parties to the Leviston Purchase Agreement amended the agreements as necessary to achieve the following results:

Series B Preferred Stock is now convertible at a price (as adjusted, “Series B Conversion Price”) equal to the lesser of

(x) $4.52 and (y) 85% of the lowest variable weighted average price (“VWAP”) of the Common Stock on a trading day during

the 10 trading days prior to and ending on, and including, the date of conversion, subject to a conversion price floor of $1.00, but

not to exceed $1.50, subject to further adjustment in the event that the Company, subject to certain exemptions, disposes of or issues

any common stock or securities convertible into, exercisable, or exchangeable for common stock for no consideration or for consideration

less than the applicable Series B Conversion Price in effect immediately prior to such issuance.

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.

11 – Credit Risk

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

As of June 30, 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.

12 – Subsequent Events

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.

FOLLOWING DISCUSSION OF OUR PLAN OF OPERATION AND RESULTS OF OPERATIONS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS

AND RELATED NOTES TO THE FINANCIAL STATEMENTS INCLUDED ELSEWHERE IN THIS REPORT.

THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS

THAT RELATE TO FUTURE EVENTS OR OUR FUTURE FINANCIAL PERFORMANCE.

THESE STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES

AND OTHER FACTORS THAT MAY CAUSE OUR ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT

FROM ANY FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS.

THESE RISKS AND OTHER FACTORS INCLUDE, AMONG OTHERS, THOSE LISTED UNDER “FORWARD-LOOKING STATEMENTS”

AND “RISK

FACTORS”

AND THOSE 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

the United States providing a social networking and entertainment venue for enthusiasts of movies, TV shows, video games, technology,

toys, social networking, gaming, comic books, and graphic novels.

Our Comic Conventions have provided an opportunity for companies

in the entertainment, toy, gaming, publishing and retail business to carry out sales, marketing, product promotion, public relations,

advertising, and sponsorship efforts.

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 clear that no live events will be produced by the Company

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 March 31, 2021 and 2020:

Three Months Ended

March 31, 2021

March 31, 2020

Cost of revenues

Operating expenses

Loss from operations

$ (3,073,299 )

Other income (expenses)

Net loss attributable to common shareholder

$ (2,411,977 )

Loss per common share –

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 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.

from Operations

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 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.

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.

and Capital Resources

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

Increase/(Decrease)

Current Assets

Current Liabilities

Working Capital (Deficit)

$ (3,281,913 )

$ (4,848,375 )

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 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 $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 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

At present it is unclear how many live events 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 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.

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

collectables, (ii) providing virtual opportunities to fans to interact with celebrities, (iii) creating live and virtual events

and conferences focused on new subject matter and affinities, and (iv) engaging in M&A opportunities.

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.

The warrants are now exercisable at $0.25 per share due to anti-dilution protections

contained in the securities.

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.

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.

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