Prairie Operating Co. 10-Q

Item 1. Financial Statements. Creek Road Miners, Inc. June 30, 2021 Index to the Condensed Consolidated Financial Statements Contents Page(s) Condensed Consolidated Balance Sheets at June 30, 2021 (unaudited) and December 31, 2020 F-2 Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2021 and 2020 (unaudited) F-3 Condensed Consolidated Statements of Stockholders’ Deficit for the Three Months Ended June 30, 2021 and 2020 (unaudited) F-4 Condensed Consolidated Statements of Stockholders’ Deficit for the Six Months Ended June 30, 2021 and 2020 (unaudited) F-5 Condensed Consolidated Statements of Cash Flows for Six Months Ended June 30, 2021 and 2020 (unaudited) F-6 Notes to the Condensed Consolidated Financial Statements (unaudited) F-7 F- 1 Creek Road Miners, Inc. Condensed Consolidated Balance Sheets June 30, 2021 December 31, 2020 (unaudited) Assets Current Assets Cash and cash equivalents $ 1,553,377 $ 1,897,703 Accounts receivable, net 37,559 33,452 Inventory 380,967 220,641 Prepaid convention expenses - 3,625 Prepaid expenses 302,220 62,066 Total Current Assets 2,274,123 2,217,487 Property and equipment, net 68,358 58,501 Intangibles, net 125,400 132,000 Operating lease right of use asset, net 180,446 244,072 Security deposits 22,677 18,303 Total Assets $ 2,671,004 $ 2,670,363 Liabilities and Stockholders’ Deficit Current Liabilities Accounts payable and accrued expenses $ 3,478,193 $ 3,474,061 Unearned revenue 578,039 758,847 Operating lease liability 59,110 108,713 Convertible promissory note – related party, net 2,500,000 2,500,000 Due to CONtv joint venture - 224,241 Total Current Liabilities 6,615,342 7,065,862 Operating lease liability, net 122,670 137,694 Notes payable, net 545,162 347,500 Convertible debenture, net 2,112,436 1,964,216 Total Liabilities 9,395,610 9,515,272 Commitments and contingencies - - Stockholders’ Deficit Preferred stock-Series A Cumulative and Convertible par value $ 0.0001 : 500,000 shares authorized; 226,523 and 173,974 shares issued and outstanding, respectively 22 17 Preferred stock-Series B Cumulative and Convertible par value $ 0.0001 : 4,500,000 shares authorized; 2,500 and 288,448 shares issued and outstanding, respectively - - Preferred stock value Common stock par value $ 0.0001 : 100,000,000 shares authorized; 3,629,452 and 3,506,752 shares issued and outstanding, respectively 363 351 Additional paid-in capital 27,648,733 23,206,367 Accumulated deficit ( 34,361,226 ) ( 30,039,146 ) Non-controlling interest ( 12,498 ) ( 12,498 ) Total Stockholders’ Deficit ( 6,724,606 ) ( 6,844,909 ) Total Liabilities and Stockholders’ Deficit $ 2,671,004 $ 2,670,363 See accompanying notes to the unaudited condensed consolidated financial statements. F- 2 Creek Road Miners, Inc. Condensed Consolidated Statements of Operations (unaudited) June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 For the Three Months Ended For the Six Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 (unaudited) (unaudited) (unaudited) (unaudited) Revenues $ 226,726 $ 816,416 $ 605,900 $ 3,418,835 Cost of revenues 165,731 481,038 463,277 2,505,320 Gross margin 60,995 335,378 142,623 913,515 Operating expenses Share-based compensation 287,348 19,426 384,777 40,597 Salaries and benefits 393,142 230,786 847,146 466,336 Consulting fees 774,318 108,353 2,514,326 226,160 General and administrative 220,597 221,057 1,084,083 451,939 Total operating expenses 1,675,405 579,622 4,830,332 1,185,032 Loss from operations ( 1,614,410 ) ( 244,244 ) ( 4,687,709 ) ( 271,517 ) Other income (expenses) Interest expense ( 245,419 ) ( 156,199 ) ( 469,511 ) ( 312,540 ) Other income 6,624 10,000 835,140 10,000 Total other income (expenses) ( 238,795 ) ( 146,199 ) 365,629 ( 302,540 ) Loss before income tax provision ( 1,853,205 ) ( 390,443 ) ( 4,322,080 ) ( 574,057 ) Income tax provision - - - - Net loss ( 1,853,205 ) ( 390,443 ) ( 4,322,080 ) ( 574,057 ) Series A Preferred dividends 12,954 - 69,852 - Net loss attributable to common stockholders $ ( 1,840,251 ) $ ( 390,443 ) $ ( 4,252,228 ) $ ( 574,057 ) Loss per share - basic $ ( 0.51 ) $ ( 0.11 ) $ ( 1.20 ) $ ( 0.16 ) Loss per share - diluted $ ( 0.51 ) $ ( 0.11 ) $ ( 1.20 ) $ ( 0.16 ) Weighted average common shares outstanding - basic 3,618,420 3,506,752 3,534,546 3,506,752 Weighted average common shares outstanding - diluted 3,618,420 3,506,752 3,534,546 3,506,752 See accompanying notes to the unaudited condensed consolidated financial statements. F- 3 Creek Road Miners, Inc. Condensed Consolidated Statement of Stockholders’ Deficit (unaudited) For the Three Months Ended June 30, 2021 Shares Amount Shares Amount Shares Amount Capital Deficit Interest Deficit Series A Preferred Stock Par value $0.0001 Series B Preferred Stock Par value $0.0001 Common Stock Par value $0.0001 Additional Paid In Accumulated Non-controlling Stockholders’ Shares Amount Shares Amount Shares Amount Capital Deficit Interest Deficit Balance, March 31, 2021 217,274 $ 21 2,000 $ - 3,506,752 $ 351 $ 26,968,655 $ ( 32,508,021 ) $ ( 12,498 ) $ ( 5,551,492 ) Share-based compensation 9,249 1 - - - - 189,869 - - 189,870 Warrants issued for services Issuance of common stock – net of offering costs - - - - 122,700 12 43,163 - - 43,175 Issuance of Series B preferred shares and warrants – net of offering costs - - 500 - - - 460,000 - - 460,000 Series A Preferred declared dividends - - - - - - ( 12,954 ) - - ( 12,954 ) Net loss - - - - - - - ( 1,853,205 ) - ( 1,853,205 ) Balance, June 30, 2021 226,523 $ 22 2,500 $ - 3,629,452 $ 363 $ 27,648,733 $ ( 34,361,226 ) $ ( 12,498 ) $ ( 6,724,606 ) For the Three Months Ended June 30, 2020 Series A Preferred Stock Par value $0.0001 Series B Preferred Stock Par value $0.0001 Common Stock Par value $0.0001 Additional Paid In Accumulated Non-controlling Stockholders’ Shares Amount Shares Amount Shares Amount Capital Deficit Interest Deficit Balance, March 31, 2020 - $ - 288,448 $ 29 3,506,752 $ 351 $ 21,875,305 $ ( 28,672,802 ) $ ( 12,498 ) $ ( 6,790,189 ) Share-based compensation - - - - - - 19,426 - - 19,426 Net loss - - - - - - - ( 390,443 ) - ( 390,443 ) Balance, June, 2020 - $ - 288,448 $ 29 3,506,752 $ 351 $ 21,894,731 $ ( 28,672,802 ) $ ( 12,498 ) $ ( 6,790,189 ) See accompanying notes to the unaudited condensed consolidated financial statements. F- 4 Creek Road Miners, Inc. Condensed Consolidated Statement of Stockholders’ Deficit (unaudited) For the Six Months Ended June 30, 2021 Series A Preferred Stock Par value $0.0001 Series B Preferred Stock Par value $0.0001 Common Stock Par value $0.0001 Additional Paid In Accumulated Non-controlling Stockholders’ Shares Amount Shares Amount Shares Amount Capital Deficit Interest Deficit Balance, December 31, 2020 173,974 $ 17 - $ - 3,506,752 $ 351 $ 23,206367 $ ( 30,039,146 ) $ ( 12,498 ) $ ( 6,844,909 ) Share-based compensation 52,549 5 - - - - 721,174 - - 721,179 Warrants issued for services - - - - - - 1,562,881 - - 1,562,881 Issuance of common stock – net of offering costs - - - - 122,700 12 43,163 - - 43,175 Issuance of Series B preferred shares and warrants – net of offering costs - - 2,500 1 - - 2,185,000 - - 2,185,000 Series A Preferred declared dividends - - - - - - ( 69,852 ) - - ( 69,852 ) Net loss - - - - - - - ( 4,322,080 ) - ( 4,322,080 ) Balance, June 30, 2021 226,523 $ 22 2,500 $ - 3,629,452 $ 363 $ 27,648,733 $ ( 34,361,226 ) $ ( 12,498 ) $ ( 6,724,606 ) For the Six Months Ended June 30, 2020 Series A Preferred Stock Par value $0.0001 Se ries B Preferred Stock Par value $0.0001 Common Stock Par value $0.0001 Additional Paid In Accumulated Non-controlling Stockholders’ Shares Amount Shares Amount Shares Amount Capital Deficit Interest Deficit Balance, December 31, 2019 - $ - 288,448 $ 29 3,506,752 $ 351 $ 21,854,134 $ ( 28,098,745 ) $ ( 12,498 ) $ ( 6,256,729 ) Share-based compensation - - - - - - 40,597 - - 40,597 Net loss - - - - - - - ( 574,057 ) - ( 574,057 ) Balance, June, 2020 - $ - 288,448 $ 29 3,506,752 $ 351 $ 21,894,731 $ ( 28,672,802 ) $ ( 12,498 ) $ ( 6,790,189 ) Balance, June 30, 2020 - $ - 288,448 $ 29 3,506,752 $ 351 $ 21,894,731 $ ( 28,672,802 ) $ ( 12,498 ) $ ( 6,790,189 ) See accompanying notes to the unaudited condensed consolidated financial statements. F- 5 Creek Road Miners, Inc. Condensed Consolidated Statements of Cash Flows June 30, 2021 June 30, 2020 For the Six Months Ended June 30, 2021 June 30, 2020 (unaudited) (unaudited) Cash Flows From Operating Activities: Net loss $ ( 4,322,080 ) $ ( 574,057 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 20,646 12,890 Accretion of debt discount 148,220 14,718 Right-of-use asset amortization ( 1,001 ) 892 Share-based compensation 2,284,060 40,597 Gain on write-off of CONtv joint venture ( 224,241 ) - Changes in operating assets and liabilities: Accounts receivable ( 4,107 ) ( 13,135 ) Inventory ( 160,326 ) ( 220,641 ) Prepaid convention expenses 3,625 342,283 Prepaid expenses ( 240,154 ) 6,154 Security deposits ( 4,374 ) - Accounts payable and accrued expenses ( 65,720 ) 853,821 Unearned revenue ( 180,808 ) ( 841,264 ) Net Cash Used In Operating Activities ( 2,746,260 ) ( 398,843 ) Cash Flows from Investing Activities: Purchase of intangibles - ( 139,124 ) Purchase of property and equipment ( 23,903 ) ( 19,327 ) Net Cash Used In Investing Activities ( 23,906 ) ( 158,451 ) Cash Flows from Investing Activities: Proceeds from issuance of Series B preferred shares and warrants - net 2,185,000 - Proceeds from issuance of common stock - net 43,175 - Proceeds from notes payable 197,662 347,500 Net Cash Provided by Financing Activities 2,425,837 347,500 Net change in cash and cash equivalents ( 344,326 ) ( 209,794 ) Cash and cash equivalents at beginning of reporting period 1,897,703 2,777,654 Cash and cash equivalents at end of reporting period $ 1,553,377 2,567,860 Supplemental disclosures of cash flow information: Interest paid $ - $ - Income tax paid $ - $ - Supplemental disclosure of noncash investing and financing activities: Deemed dividend $ 69,852 $ - See accompanying notes to the unaudited condensed financial statements. F- 6 Creek Road Miners, Inc. June 30, 2021 Notes to the Condensed Consolidated Financial Statements Note 1 – Organization and Operations Creek Road Miners, Inc. Creek 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. 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. On July 9, 2021, the Company changed its name to Creek Road Miners, Inc. Recent Developments During the six months ended June 30, 2021, the Company decided to enter the consumer category of digital products known as Non-Fungible Tokens (“NFTs”). 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. The Company intends to develop and operate, “scaled-up,” bitcoin manufacturing facilities using natural gas to power operations. The 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. Note 2 – Going Concern Analysis Going Concern Analysis The Company had a loss from operations of $ 4,322,080 and $ 574,057 for the six months ended June 30, 2021 and 2020, respectively. On June 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. On 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. F- 7 On July 16, 2021, the parties to the Leviston Purchase Agreement amended the agreements as necessary to achieve the following results: The 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. In 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. The 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. Note 3 – Significant and Critical Accounting Policies and Practices The management of the Company is responsible for the selection and use of appropriate accounting policies and their application. Critical 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. Basis of Presentation - Unaudited Interim Financial Information The 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 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. F- 8 Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions The 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 estimates. Principles of Consolidation The condensed consolidated financial statements include all accounts of the entities as of the reporting period ending date(s) and for the reporting period(s). All 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. As 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. Cash and Cash Equivalents The Company considers investments with original maturities of three months or less to be cash equivalents. The 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. Fair Value of Financial Instruments For 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. Accounts Receivable and Allowance for Doubtful Accounts 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 June 30, 2021 and December 31, 2020, the allowance for doubtful accounts was $ 0 . Inventories Inventories are stated at average cost using the first-in, first-out (FIFO) valuation method. Inventory was comprised of the following: Schedule of Inventories June 30, 2021 December 31, 2020 Finished goods $ 302,220 $ 220,641 F- 9 Property and Equipment Property and equipment are recorded at cost. 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: Schedule of Estimated Useful Lives of Property Estimated Useful Life (Years) Computer equipment 3 Equipment 2 - 5 Furniture and fixture 7 Leasehold improvements - * (*) Amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever period is shorter. Upon 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. Intangible assets Intangible 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. The 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. Measurement 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. Investments - Cost Method, Equity Method and Joint Venture In 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. Method of Accounting Investments 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. F- 10 Investment in CONtv The 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. For the three and six months ended June 30, 2021 and 2020, the Company recognized $ 0 losses from this venture, respectively. As of June 30, 2021 and December 31, 2020, the investment in CONtv was $ 0 . As of June 30, 2021 and December 31, 2020, the amount due to CONtv was $ 0 and $ 224,241 , respectively. Fair Value of Measurements The 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: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally unobservable inputs and not corroborated by market data. Financial 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. The 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. The 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. Transactions 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. Revenue Recognition and Cost of Revenues The 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: 1) Identify the contract with a customer A 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. F- 11 2) Identify the performance obligations in the contract 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. 3) Determine the transaction price The 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. 4) Allocate the transaction price to performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. 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. 5) Recognize revenue when or as the Company satisfies a performance obligation The 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. Convention 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. The 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. F- 12 Disaggregation of Revenue from Contracts with Customers. The following table disaggregates gross revenue by significant revenue stream for the six months ended June 30, 2021 and 2020: Schedule Disaggregation of Revenue from Contracts with Customers For the Six Months Ended June 30, 2021 June 30, 2020 Conventions $ - $ 2,574,994 Virtual 263,309 757,258 Vault 244,865 113,583 Jevo 97,726 - Total revenue $ 605,900 $ 3,418,835 Shipping and Handling Costs The 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. Shipping and handling costs were $ 44,126 and $ 0 for the six months ended June 30, 2021 and 2020, respectively. Equity–based compensation The 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. Restricted 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). The fair value of a stock award is equal to the fair market value of a share of Company stock on the grant date. The 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. The expected forfeiture rate is estimated based on historical experience. Determining 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. F- 13 Income Taxes The 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. FASB 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 31, 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of 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. The Company may be subject to potential examination by federal, state, and city taxing authorities in the areas of income taxes. 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. The Company is no longer subject to tax examinations by tax authorities for years prior to 2018. Earnings per Share Earnings 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. The following table shows the outstanding dilutive common shares excluded from the diluted net income (loss) per share calculation as they were anti-dilutive: Schedule of Contingent Share Issuance Arrangements, Stock Options and Warrants Contingent shares issuance arrangement, stock options or warrants For the Six Months Ended June 30, 2021 For the Six Months Ended June 30, 2020 Convertible note 833,333 833,333 Common stock options 789,250 226,000 Common stock warrants 11,000,000 1,133,333 Total contingent shares issuance arrangement, stock options or warrants 12,622,583 2,192,666 F- 14 Reclassification Certain prior period amounts have been reclassified to conform to current period presentation. Recently Adopted Accounting Guidance In 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. 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. Recently Issued Accounting Pronouncements In March 2020, the FASB issued ASU No. 2020-04, “ Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting .” ASU 2020-04 provides optional expedients and exceptions to account for contracts, hedging relationships and other transactions that reference LIBOR or another reference rate if certain criteria are met. The amendments of ASU No. 2020-04 are effective immediately, as of March 12, 2020, and may be applied prospectively to contract modifications made and hedging relationships entered into on or before December 31, 2022. The Company is evaluating the impact that the amendments of this standard would have on the Company’s consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt—” Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” . This ASU amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity’s own equity, and also improves and amends the related EPS guidance for both Subtopics. The ASU will be effective for annual reporting periods after December 15, 2021 and interim periods within those annual periods and early adoption is permitted. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. Management 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. Note 4 – Property and Equipment Property and equipment stated at cost, less accumulated depreciation and amortization, consisted of the following: Schedule of Property and Equipment June 30, 2021 June 30, 2020 Computer Equipment $ 50,888 $ 36,525 Equipment 484,069 474,069 Furniture and Fixtures 65,465 63,925 Vehicles 15,000 57,500 Leasehold Improvements 27,095 22,495 Property and equipment, gross 618,154 590,814 Less: Accumulated depreciation ( 574,159 ) ( 539,085 ) Property and equipment, net $ 68,358 $ 50,829 Depreciation expense was $ 6,722 and $ 12,890 for the six months ended June 30, 2021 and 2020, respectively. F- 15 Note 5 – Related Party Transactions Consulting Agreement On 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. 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. During 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. In addition, upon execution of the Consulting Agreement, the Company granted to Bristol options to purchase up to an aggregate of 30,000 shares of the Company’s common stock. During 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 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 six months ended June 30, 2021. Operating Sublease On 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. See Note 8. Loan from officer During 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 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 June 30, 2021 and December 31, 2020 the outstanding balance under the loan payable was $ 0 . F- 16 Securities Purchase Agreement Effective 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 Warrants. 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. (i) Debenture The 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 . 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. (ii) Series A Warrants The 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 . The Warrants may be exercised immediately upon the issuance date, upon the option of the holder. The exercise price has now been adjusted to $ 0.25 and the exercise date has been extended. (iii) Series B Warrants The 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 . The Series B Warrants were exercised immediately upon the issuance date. The Company received gross proceeds of $ 1,667 upon exercise of the warrants. Upon 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. Investment in CONtv The 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. For the six months ended June 30, 2021 and 2020, the Company recognized $ 0 losses from this venture, respectively. As of June 30, 2021 and December 31, 2020, the investment in CONtv was $ 0 . As of June 30, 2021 and December 31, 2020, the amount due to CONtv was $ 0 and $ 224,241 , respectively. F- 17 Note 6 – Notes Payable Paycheck Protection Program On 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. On April 30, 2020, the Company closed a $ 197,600 SBA guaranteed PPP 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 $ 197,600 . On 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 . Small Business Administration Loan On 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 June 30, 2021 and December 31, 2020, the outstanding balance under the loan was $ 149,900 . Note 7 – Convertible Debenture Securities Purchase Agreement Effective December 19, 2019, the Company entered into the Purchase Agreement with a Purchaser, pursuant to which the Company sold to the Purchaser, for a cash purchase price of $ 2,500,000 , securities comprising: (i) the Debenture and (ii) Series A Warrants. Pursuant to the Purchase Agreement, the Company paid $ 25,400 to the Purchaser to cover the Purchaser’s legal fees. The Company recorded as a debt discount of $ 25,400 related to the cash paid and the relative fair value of the shares issued to Purchaser for legal fees. (i) Debenture The 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. 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. F- 18 (ii) Warrants The 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 1, 2024 . The Warrants may be exercised immediately upon the issuance date, upon the option of the holder. The exercise price has now been adjusted to $ 0.25 . Upon 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. Note 8 – Commitments and Contingencies Separation and Consulting Agreement On February 20, 2021, the Company entered into a Separation and Consulting Agreement with Mr. John D. 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. Consulting Agreement As 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. Kessler, the Chairman of the Company. 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. During the Term, the Company will pay Bristol a monthly fee (the “Monthly Fee”) of $ 18,750 . For services rendered by Bristol prior to entering into the Consulting Agreement, the Company will pay Bristol the Monthly Fee, pro-rated, for the time between September 1, 2016 and December 29, 2016. Bristol may also receive an annual bonus as determined by the Compensation Committee of the Company’s Board of Directors (the “Board”) and approved by the Board. Bristol has deferred payment of the monthly fees due from the Company as defined under the Consulting Agreement. On November 22, 2018, the Board of Directors of the Company decided to issue 201,982 shares of Preferred stock for settlement of the outstanding fees due to Bristol totaling $ 496,875 . 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. Appointment of Chief Executive Officer On 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. Mr. 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. Mr. 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. F- 19 Appointment of Chief Financial Officer On 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. Ms. 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. Ms. Bowman is also eligible to receive an annual bonus as determined by the Compensation Committee of the Board and as approved by the Board. Financial Advisory Agreement On March 24, 2021 the Company entered into an agreement with Kingswood Capital Markets (“Kingswood”), a division of Benchmark Investments, Inc. in connection with providing general financial advisory to the Company. Kingswood is a broker-dealer registered under Section 15 of the US Securities Exchange Act of 1934 and state law and a member of the Financial Industry Regulatory Authority (“FINRA”). The Company issued 300,000 warrants to Kingswood exercisable at $ 1.00 for a period of three years . 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. Legal proceedings The 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 financial condition or results of operations. Note 9 – Operating Leases On 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. On April 28, 2020, upon acquisition of the Jevo assets, the Company entered into a lease agreement with a third party. 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. We 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 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. Our 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. F- 20 Our 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. We 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 incurred. The components of lease expense were as follows: Schedule of Lease Expenses For the Six Months Ended For the Six Months Ended June 30, 2021 June 30, 2020 Operating lease $ 36,781 $ 45,317 Sublease income - ( 9,000 ) Total net lease cost $ 36,781 $ 36,317 Supplemental cash flow and other information related to leases was as follows: Schedule of Supplemental Cash Flow and Other Information Related Leases For the Six Months Ended For the Six Months Ended June 30, 2021 June 30, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ - $ ( 44,468 ) ROU assets obtained in exchange for lease liabilities: Operating leases $ - $ - Weighted average remaining lease term (in years): Operating leases 3.15 1.17 Weighted average discount rate: Operating leases 12 % 12 % The following table presents the maturity of the Company’s lease liabilities as of June 30, 2021: Schedule of Maturities of Operating Lease Liabilities For the twelve months ending June 30: 2022 $ 76,049 2023 48,772 2024 49,747 2025 47,483 2026 - Future minimum lease payments 222,061 Less: Imputed interest ( 40,281 ) Present value $ 181,780 Note 10 – Stockholders’ Equity (Deficit) Reverse Stock Split Following 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. F- 21 All share and per share amounts for the common stock have been retroactively restated to give effect to the reverse splits. The 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”). As 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. As of June 30, 2021 and December 31, 2020, there were 2,500 and 0 shares of Series B preferred stock issued and outstanding, respectively. As 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. The following is a summary of the Company’s option activity: Summary of Stock Option Activity Options Weighted Average Exercise Price (as converted) Outstanding – December 31, 2020 789,250 $ 1.75 Exercisable – December 31, 2020 451,448 $ 2.69 Granted - $ - Exercised - $ - Forfeited/Cancelled - $ - Outstanding – June 30, 2021 789,250 $ 1.75 Exercisable – June 30, 2021 620,500 $ 2.15 Schedule of Information Regarding Stock Options Outstanding Options Outstanding Options Exercisable Exercise Price Number Outstanding Weighted Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 0.25 – 18.80 789,250 3.47 years $ 1.75 620,500 $ 2.15 At June 30, 2021, the total intrinsic value of options outstanding and exercisable was $ 1,228,125 and $ 876,563 , respectively. During 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 . F- 22 Stock Warrants The following is a summary of the Company’s warrant activity: Summary of Stock Warrants Activity Warrants Weighted Average Exercise Price (as converted) Outstanding – December 31, 2020 10,300,000 $ 3.00 Exercisable – December 31, 2020 10,300,000 $ 3.00 Granted 700,000 $ 0.86 Exercised - $ - Forfeited/Cancelled - $ - Outstanding – June 30, 2021 11,000,000 $ 2.86 Exercisable – June 30, 2021 10,600,000 $ 2.94 Schedule of Information Regarding Stock Warrants Outstanding Warrants Outstanding Warrants Exercisable Exercise Price Number Outstanding Weighted Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 0.50 – 3.00 11,000,000 1.54 years $ 2.86 10,600,000 $ 2.94 At June 30, 2021 the total intrinsic value of warrants outstanding and exercisable was $ 17,450,000 and $ 14,935,000 , respectively. On 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. On 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 of $ 170,000 . On 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. F- 23 On July 16, 2021, the parties to the Leviston Purchase Agreement amended the agreements as necessary to achieve the following results: The 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. On 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. Each 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. Note 11 – Credit Risk Financial 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. Note 12 – Subsequent Events On July 9, 2021 we changed our name from Wizard Brands, Inc. to Creek Road Miners, Inc. corresponding with a move to expand the current NFT mining activities into mining cryptocurrencies. On August 6, 2021, Kick The Can Corp. (“KTC”), a Nevada corporation, a wholly owned subsidiary of Company, entered into an Asset Purchase Agreement (the “Agreement”) with Informa Pop Culture Events, Inc., a Delaware corporation (“Informa”). Pursuant to the Agreement, KTC sold, transferred, and assigned certain assets, properties, and rights to Informa related to the business of operating and producing the following live pop culture events: 1) Wizard World Chicago; 2) Wizard World Cleveland; 3) Wizard World New Orleans; 4) Wizard World Philadelphia; 5) Wizard World Portland; and 6) Wizard World St. Louis. F- 24