What changed in this filing

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Item 1. Financial Statements

2021-11-15 compared with 2021-08-13 · 415 added, 444 removed, 653 unchanged (57% of the section changed)

2 unchanged sentences

to the Condensed Consolidated Financial Statements

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)

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

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

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

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

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2021 and 2020 (unaudited)

Notes to the Condensed Consolidated Financial Statements (unaudited)

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Consolidated Balance Sheets

June 30, 2021

December 31, 2020

and cash equivalents

receivable, net

convention expenses

Current Assets

Cash and cash equivalents

Accounts receivable, net

Prepaid convention expenses

Prepaid expenses

Total Current Assets

Property and equipment, net

Intangibles, net

Operating lease right of use asset, net

Security deposits

Liabilities and Stockholders’ Deficit

and equipment, net

lease right of use asset, net

and Stockholders’ Deficit

payable and accrued expenses

lease liability

promissory note – related party, net

to CONtv joint venture

Current Liabilities

Accounts payable and accrued expenses

Unearned revenue

Operating lease liability

Convertible promissory note – related party, net

Due to CONtv joint venture

Total Current Liabilities

Operating lease liability, net

Notes payable, net

Convertible debenture, net

Total Liabilities

Commitments and contingencies

Stockholders’ Deficit

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

lease liability, net

debenture, net

and contingencies

Stockholders’

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

500,000 shares authorized;

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

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

235,772 and 173,974 shares issued and outstanding,

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

4,500,000 shares authorized;

and 288,448 shares issued

and outstanding, respectively

2,900 and 0 shares issued and outstanding,

Preferred stock, value

Common stock par value $ 0.0001 :

stock par value $ 0.0001 :

100,000,000 shares authorized;

6,494,792 and 3,506,752 shares issued and outstanding, respectively

Additional paid-in capital

Accumulated deficit

paid-in capital

( 34,963,303 )

( 30,039,146 )

Non-controlling interest

Total Stockholders’ Deficit

Non-controlling

Stockholders’ Deficit

( 3,022,442 )

( 6,844,909 )

Total Liabilities and Stockholders’ Deficit

Liabilities and Stockholders’ Deficit

accompanying notes to the unaudited condensed consolidated financial statements.

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Consolidated Statements of Operations

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

Cost of revenues

the Three Months Ended

the Nine Months Ended

and administrative

operating expenses

Share-based compensation

Salaries and benefits

Consulting fees

General and administrative

Total operating expenses

Loss from operations

from operations

( 2,192,776 )

( 6,880,485 )

income (expenses)

on sale of assets

other income (expenses)

Interest expense

Total other income (expenses)

Loss before income tax provision

before income tax provision

( 4,924,157 )

( 1,317,883 )

Income tax provision

tax provision

( 4,924,157 )

( 1,317,883 )

Series A Preferred dividends

Net loss attributable to common stockholders

A Preferred dividends

loss attributable to common stockholders

$ ( 392,881 )

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$ ( 1,284,709 )

Loss per share - basic

Loss per share - diluted

Weighted average common shares outstanding - basic

Weighted average common shares outstanding - diluted

per share - basic

per share - diluted

average common shares outstanding - basic

average common shares outstanding - diluted

accompanying notes to the unaudited condensed consolidated financial statements.

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Consolidated Statement of Stockholders’ Deficit

the Three Months Ended June 30, 2021

Series A Preferred Stock

Par value $0.0001

Preferred Stock

Par value $0.0001

the Three Months Ended September 30, 2021

A Preferred Stock

value $0.0001

Non-controlling

Stockholders’

Balance, March 31, 2021

$ ( 32,508,021 )

$ ( 5,551,492 )

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

June 30, 2021

$ ( 34,361,226 )

$ ( 6,724,606 )

Balance, June 30, 2021

issued for services

of Preferred shares

of Preferred, shares

of preferred stock for settlement of accrued liabilities

of common stock – net of offering costs

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

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

of Series B preferred shares – net of offering costs

of Series B preferred shares to common stock

A Preferred declared dividends

September 30, 2021

$ ( 34,963,303 )

$ ( 3,022,442 )

the Three Months Ended June 30, 2020

the Three Months Ended September 30, 2020

A Preferred Stock

Par value $0.0001

Preferred Stock

Par value $0.0001

value $0.0001

Non-controlling

Stockholders’

Balance, March 31, 2020

June 30, 2020

$ ( 28,672,802 )

$ ( 6,790,189 )

Share-based compensation

Balance, June, 2020

of Preferred shares

of preferred stock for settlement of accrued liabilities

September 30, 2020

$ ( 29,416,628 )

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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

the Nine Months Ended September 30, 2021

A Preferred Stock

value $0.0001

Non-controlling

Stockholders’

Balance, December 31, 2020

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

issued for services

of common stock – net of offering costs

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

of Series B preferred shares to common stock

A Preferred declared dividends

( 4,924,157 )

Balance, June 30, 2021

September 30, 2021

$ ( 34,963,303 )

$ ( 3,022,442 )

the Six Months Ended June 30, 2020

the Nine Months Ended September 30, 2020

A Preferred Stock

Par value $0.0001

Preferred Stock

Par value $0.0001

value $0.0001

Non-controlling

Stockholders’

Balance, December 31, 2019

December 31, 2019

$ ( 28,098,745 )

$ ( 6,256,729 )

Share-based compensation

Balance, June, 2020

of Preferred shares

of preferred stock for settlement of accrued liabilities

( 1,317,883 )

Balance, June 30, 2020

September 30, 2020

$ ( 29,416,628 )

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Consolidated Statements of Cash Flows

June 30, 2021

June 30, 2020

For the Six Months Ended

June 30, 2021

June 30, 2020

Cash Flows From Operating Activities:

the Nine Months Ended

Flows From Operating Activities:

$ ( 4,924,157 )

$ ( 1,317,883 )

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

Depreciation and amortization

Accretion of debt discount

Right-of-use asset amortization

Share-based compensation

Gain on write-off of CONtv joint venture

Changes in operating assets and liabilities:

Accounts receivable

Prepaid convention expenses

Prepaid expenses

Security deposits

Accounts payable and accrued expenses

Unearned revenue

Net Cash Used In Operating Activities

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

and amortization

of debt discount

asset amortization

on write-off of CONtv joint venture

on sale of membership interest

on asset purchase agreement

in operating assets and liabilities:

convention expenses

payable and accrued expenses

Cash Used In Operating Activities

( 4,890,776 )

Cash Flows from Investing Activities:

Purchase of intangibles

Purchase of property and equipment

Net Cash Used In Investing Activities

Cash Flows from Investing Activities:

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

Proceeds from issuance of common stock - net

Proceeds from notes payable

Net Cash Provided by Financing Activities

Net change in cash and cash equivalents

Cash and cash equivalents at beginning of reporting period

Cash and cash equivalents at end of reporting period

Supplemental disclosures of cash flow information:

Interest paid

Income tax paid

Supplemental disclosure of noncash investing and financing activities:

Deemed dividend

Flows from Investing Activities:

of intangibles

of property and equipment

( 1,130,342 )

Cash Used In Investing Activities

( 1,130,342 )

Flows from Investing Activities:

from issuance of Series B preferred shares and warrants - net

from issuance of common stock - net

from notes payable

from sale of membership interest

Cash Provided by Financing Activities

change in cash and cash equivalents

and cash equivalents at beginning of reporting period

and cash equivalents at end of reporting period

disclosures of cash flow information:

disclosure of noncash investing and financing activities:

Right-of-use assets

obtained in exchange for lease obligations

accompanying notes to the unaudited condensed financial statements.

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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

the nine months ended September 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.

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.

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.

On August 6, 2021, Kick The Can Corp.

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;

World Portland;

and 6) Wizard World St.

The Company released deferred revenue and other

liabilities totaling $ 722,429 and recognized other income of this amount.

On September 15, 2021, we sold our wholly owned subsidiary

which contained our Jevo assets and all rights to our Jevo operations for $ 1,500,000 and recognized a gain on the transaction of approximately

$ 1,130,740 .

The following represents a summary of the assets and liabilities in the transaction:

of the assets and liabilities in the transaction

Current assets

Fixed assets, net

Intangible assets

Payable to Creek Road Miners Inc.

( 1,305,000 )

2 – Going Concern Analysis

Concern Analysis

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.

Company had a loss of $ 4,924,157

and $ 1,317,883

for the nine months ended September 30, 2021

and 2020, respectively.

On September 30, 2021, we had cash and cash equivalents of approximately $ 3.9

million and a working capital deficit of approximately

$ 1.4 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.

doubts about the Company’s ability to continue as a going concern through November 2022.

However, the Company believes that the

effects of expansion into mining of cryptocurrencies will guide the Company in a positive direction as we continue to strive to attain

profitability.

of the ongoing situation with the Covid-19 virus, the Company was unable to produce any live events after the First Quarter of 2020.

The Company has indefinitely postponed all of the live shows.

In the face of the impact of Covid-19 on live events generally, the Company

had 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 450 virtual events.

Those have also been postponed indefinitely.

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 and is now moving to expand the current NFT minting activities

into mining cryptocurrencies.

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

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

August 27, 2021, and October 4, 2021, the Company raised $ 4,400,000 for working capital purposes through the sale of its common stock

in private placements.

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

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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’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

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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.

of September 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

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net of the allowance for doubtful accounts.

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

As of September 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:

of Inventories

June 30, 2021

December 31, 2020

Finished goods

Schedule of Inventories

and Equipment

5 unchanged sentences

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

of Estimated Useful Lives of Property

Estimated Useful

Computer equipment

Furniture and fixture

Leasehold improvements

(*) Amortized on a

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

Schedule of Estimated Useful Lives of Property

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

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No impairment

has been recorded as of June 30, 2021.

has been recorded as of September 30, 2021.

Company sold the Jevo assets and liabilities including the intangible assets resulting in $ 0 balance of intangible assets at September

- Cost Method, Equity Method and Joint Venture

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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.

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

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

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

Value of Measurements

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None of the Company’s

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

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

the transaction price to performance obligations in the contract

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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:

Disaggregation of Revenue from Contracts with Customers

For the Six Months Ended

June 30, 2021

June 30, 2020

Total revenue

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

months ended September 30, 2021 and 2020:

Schedule Disaggregation of Revenue from Contracts with Customers

the Nine Months Ended

and Handling Costs

1 unchanged sentence

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.

and handling costs were $ 70,673 and $ 0 for the nine months ended September 30, 2021 and 2020, respectively.

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

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historical experience.

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

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

assumptions described above.

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not to be sustained upon examination by taxing authorities.

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

There were no unrecognized tax benefits as of September 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.

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

The Company is currently not aware

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were anti-dilutive:

of Contingent Share Issuance Arrangements, Stock Options and Warrants

Contingent shares issuance

Schedule of Contingent Share Issuance Arrangements, Stock Options and Warrants

shares issuance

arrangement, stock options

For the Six Months

June 30, 2021

For the Six Months

June 30, 2020

Convertible note

Common stock options

Common stock warrants

Total contingent shares issuance arrangement, stock options or warrants

the Nine Months

September 30, 2021

the Nine Months

September 30, 2020

stock options

stock warrants

contingent shares issuance arrangement, stock options or warrants

Reclassification

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

of Property and Equipment

June 30, 2021

June 30, 2020

Computer Equipment

Furniture and Fixtures

Leasehold Improvements

Property and equipment, gross

Schedule of Property and Equipment

and equipment, gross

Accumulated depreciation

Property and equipment,

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

and equipment, net

expense was $ 25,958 and $ 17,022 for the nine months ended September 30, 2021 and 2020, respectively.

5 – Related Party Transactions

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

Kessler, the Chairman of the Company.

the Consulting Agreement, Mr.

Kessler, the then 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”),

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

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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.

the nine months ended September 30, 2021 and 2020, the Company incurred expenses of approximately $ 168,750 and $ 131,250 for each period

for services provided by Bristol, respectively.

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

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

At September 30, 2021 and December 31, 2020, the Company accrued $ 168,750 and $ 0 , respectively, of net monthly fees due to Bristol.

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).

issued 22,500 shares of Preferred series A stock for the services provided during the nine months ended September 30, 2021.

addition to the above consulting agreement, Bristol assisted in the filing of Form S-1 on September 22, 2021 and received $ 200,000 for

services rendered.

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.

(“Bristol Capital Advisors”), an entity controlled by the Company’s then 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

years and 3 months beginning on July 1, 2016 commencing

with monthly payments of $ 8,118 .

During the nine months ended September 30, 2021 and 2020, the Company paid lease obligations $ 78,055

and $ 80,635 ,

respectively, under the Sublease.

On September 30, 2021, the lease term ended and the Company vacated the premises.

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

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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 .

As of September 30, 2021 and December 31, 2020 the outstanding balance under

the loan payable was $ 0 .

Purchase Agreement

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(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:

entity controlled by the then 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.

Pursuant to the Purchase Agreement, the

Company paid $ 25,000

to the Purchaser and issued to the Purchaser

shares of Common Stock with a grant date fair

value of $ 85,000

to cover the Purchaser’s legal fees.

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

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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.

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 September 30, 2021 and December 31, 2020,

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

Securities Purchase Agreement

Effective December 19, 2019, the Company entered

into the Purchase Agreement with Barlock 2019 Fund, LP ( the “Purchaser”), an entity managed by the CEO, Scott Kaufman, pursuant

to which the Company sold to the Purchaser and an affiliated entity, 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

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 of 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.

(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 $ 246,981

and $ 510,384 as of September 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.

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

1 unchanged sentence

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.

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

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

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

relation to the filing of Form S-1 on September 22, 2021, Scott Kaufman, the Company’s CEO, received $ 200,000 for

services rendered.

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 ”).

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

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 .

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 .

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

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.

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

On April 30, 2020, the Company closed

a $ 197,600 SBA

guaranteed PPP loan.

The Company used the loan proceeds as permitted.

The Company applied for forgiveness and the

application is pending with the SBA.

The Company expects to receive forgiveness for the entire loan amount.

As of September 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 used

the loan proceeds as permitted.

The Company applied for forgiveness and the application is pending with the SBA.

Company expects to receive forgiveness for the entire loan amount.

As of September 30, 2021, the outstanding balance under the loan

was $ 197,662 .

Business Administration Loan

2 unchanged sentences

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

As of September 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:

(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.

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.

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.

7 – Commitments and Contingencies

6 unchanged sentences

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.

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

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.

In addition, the Company granted 8,500

shares series A preferred stock for accrued and

unpaid salary and vacation time.

of Chief Executive Officer

28 unchanged sentences

Advisory Agreement

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

Investments, Inc.

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 .

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

The Company issued 300,000

warrants to Kingswood exercisable at $ 1.00

for a period of three

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.

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.

4 unchanged sentences

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

controlled by the Company’s then 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 ,

During the nine months ended September 30, 2021 and 2020, the Company paid lease obligations $ 78,055

and $ 80,635 ,

respectively, under the Sublease.

On September 30, 2021, the lease term ended and the Company vacated the premises.

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

2 unchanged sentences

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.

During the nine months ended September 30, 2021 and 2020, the Company paid lease obligations $ 12,096 and $ 7,800 ,

respectively, under the lease.

determine if an arrangement contains a lease at inception.

20 unchanged sentences

components of lease expense were as follows:

of Lease Expenses

June 30, 2021

June 30, 2020

Operating lease

Sublease income

Total net lease cost

Schedule of Lease Expenses

net lease cost

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

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:

Operating cash flows from operating leases

ROU assets obtained in exchange for lease liabilities:

Operating leases

Weighted average remaining lease term (in years):

Operating leases

Weighted average discount rate:

Operating leases

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

Schedule of Supplemental Cash Flow and Other Information Related Leases

paid for amounts included in the measurement of lease liabilities:

cash flows from operating leases

assets obtained in exchange for lease liabilities:

average remaining lease term (in years):

average discount rate:

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

Schedule of Maturities of Operating Lease Liabilities

the twelve months ending September 30:

minimum lease payments

Imputed interest

Present value

9 – Stockholders’ Equity (Deficit)

6 unchanged sentences

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 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.

share and per share amounts for the common stock have been stated to give effect to the reverse split.

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

per share, of which 500,000

have been designated as Series A Cumulative Convertible

Preferred Stock (“Series A”).

A portion of the Series A has been allocated and will be issued upon the occurrence of an

uplisting to a major stock exchange and subject to minimum volume requirement and any required underwriter lockup.

of September 30, 2021 and December 31, 2020, there were 235,772 and 173,974 shares of Series A preferred stock issued and outstanding,

respectively.

of September 30, 2021 and December 31, 2020, there were 2,900 and 0 shares of Series B preferred stock issued and outstanding, respectively.

of September 30, 2021 and December 31, 2020, there were 6,494,792 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

Summary of Stock Option Activity

– December 31, 2020

Forfeited/Cancelled

Outstanding – June 30, 2021

Exercisable – June 30, 2021

of Information Regarding Stock Options Outstanding

Options Outstanding

Options Exercisable

Exercise Price

Contractual Life

Exercise Price

$ 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 .

– September 30, 2021

Schedule of Information Regarding Stock Options Outstanding

September 30, 2021, the total intrinsic value of options outstanding and exercisable was $ 790,625.

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

approximately $ 343,989

and $ 310,423 ,

respectively.

The unrecognized compensation expense at September 30,

2021 was approximately $ 77,858 .

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

of Stock Warrants Activity

Summary of Stock Warrants Activity

Exercise Price

(as converted)

Outstanding – December 31, 2020

Exercisable – December 31, 2020

– December 31, 2020

Forfeited/Cancelled

Outstanding – June 30, 2021

Exercisable – June 30, 2021

– September 30, 2021

of Information Regarding Stock Warrants Outstanding

Warrants Outstanding

Warrants Exercisable

Exercise Price

Contractual Life

1 unchanged sentence

Exercise Price

$ 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.

September 30, 2021 the total intrinsic value of warrants outstanding and exercisable was $ 17,450,000.

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

56 unchanged sentences

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.

As of September 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

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.

11 – Subsequent Events

On July 9, 2021 we changed our name from Wizard Brands, Inc.

Road Miners, Inc.

corresponding with a move to expand the current NFT mining activities into mining cryptocurrencies.

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

4) Wizard World Philadelphia;

5) Wizard World Portland;

and 6) Wizard World St.

October 25, 2021, Creek Road Miners officially pivoted its business to cryptocurrency mining, with the completion of its first facility,

start of operations, and recognition of its first revenue from Bitcoin.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements