What changed in this filing

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Item 2. Management’s Discussion and Analysis

2021-11-15 compared with 2021-08-13 · 145 added, 133 removed, 385 unchanged (42% of the section changed)

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

notes for the quarters and six-month periods ended June 30, 2021 and 2020, included elsewhere in this report.

to the onset of COVID-19, we produced live pop culture conventions (“Comic Conventions”) across the United States providing

a social networking and entertainment venue for enthusiasts of movies, TV shows, video games, technology, toys, social networking, gaming,

comic books, and graphic novels.

Our Comic Conventions provided an opportunity for companies in the entertainment, toy, gaming, publishing,

and retail business to carry out sales, marketing, product promotion, public relations, advertising, and sponsorship efforts.

due to the ongoing COVID-19 pandemic, we have not been able to produce an in-person live event since March 8, 2020.

Many events that

were planned for 2020 were postponed indefinitely.

We currently have no plans to continue producing in-person live events in the foreseeable

our last live event in Cleveland, Ohio in early March 2020, we transitioned nimbly to a Virtual Event Format that went from concept to

execution in three weeks, with our first virtual event held on March 31, 2020.

To augment our move into digital programming, in the first

quarter of 2020, we launched an e-commerce site, Wizard World Vault (the “Vault”), which features the best in pop culture

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

Included in the Vault is inventory which includes stock from our inventory of merchandise, consignment inventory, and merchandise that

is being sourced for sale by us.

Wizard World and Vault are reaching an average of 1.5 million people weekly through our platforms –

with enormous potential for upselling and cross-merchandising.

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.

notes for the quarters and nine-month periods ended September 30, 2021 and 2020, included elsewhere in this report.

to the onset of COVID-19, we produced live pop culture conventions (“Comic Conventions”) across the United States.

due to the ongoing COVID-19 pandemic, we have not produced an in-person live event since March 8, 2020 and we currently have no plans

to continue producing in-person live events in the foreseeable future.

Following our last live event, we transitioned nimbly to a virtual

event Format that went from concept to execution in three weeks.

To augment our move into digital programming, in the first quarter of

2020, we launched an e-commerce site, Wizard World Vault (the “Vault”), which features the best in pop culture memorabilia

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

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

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products, we entered this sector in Q1 of 2021.

part of a move to expand the current NFT minting activities into mining cryptocurrencies, we changed our name from Wizard Brands, Inc.

to Creek Road Miners, Inc.

part of a move to expand the current NFT minting activities into mining cryptocurrencies, we changed our name to Creek Road Miners, Inc.

on July 9, 2021.

We intend to develop and operate, “scaled-up,” bitcoin manufacturing facilities

using natural gas to power operations.

In doing so, the Company enhances shareholder value by creatively leveraging otherwise unusable

or underutilized resources.

Given the global environmental concerns surrounding cryptocurrencies, our ESG-focused solution (Economical,

Social, and Governance) has the potential to significantly reduce the carbon footprint of mining these assets when compared to existing

In Q2 2021 we entered into an agreement in principle to acquire 2 megawatts of bitcoin miners.

Each megawatt of bitcoin miners

will be placed in one of two distinct and strategic geographic locations with different temperatures, humidity, and weather patterns.

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.

As part of this transition, we sold the bulk of our live events business on August 6, 2021.

On September 15, 2021, we

sold our wholly owned subsidiary, Jevo Holdings, LLC, in a Membership Interest sale.

With the disposition of our non-core assets, our

objective shifted completely to building out a diversified cryptocurrency portfolio from the Company’s own mining operations.

achieve this objective, the Company has developed a unique five-cornerstone approach.

The Five Cornerstones are:

Integration :

By implementing the purest and stringiest form of vertical integration,

the Company will own its energy sources and use the energy directly at the source.

will benefit from increased profits by eliminating middlemen, reduced transportation costs,

and ensuring continuity in energy supply.

Diversification:

By diversifying its energy sources at each power generation facility,

the Company will mitigate supply and interruption risks.

Diversification:

By geographically distributing its mining facilitates, the Company will

further mitigate potential supply and interruption risks.

Cryptocurrency

Mining Diversification:

The Company will build out and balance its portfolio by mining

for different cryptocurrencies.

Diversification:

Having multiple non-correlated revenue streams across different commodities

will diversify the Company’s revenue while providing a means for the Company to maintain

treasury status of its mined cryptocurrency.

of Operations

of Statements of Operations for the Three Months Ended June 30, 2021 and 2020:

Three Months Ended

June 30, 2021

June 30, 2020

Cost of revenues

Operating expenses

Loss from operations

$ (1,614,410 )

Other income (expenses)

Net loss attributable to common shareholder

of Statements of Operations for the Three Months Ended September 30, 2021 and 2020:

from operations

$ (2,192,776 )

Loss per common share – basic

Loss per common share – diluted

was $226,726 for the three months ended June 30, 2021, as compared to $816,416 for the comparable period ended June 30, 2020, a decrease

The decrease in revenue was a result of the ongoing impact of Covid-19, the inability of the Company to produce live events

and a decrease in demand for virtual events.

of the uncertainties surrounding the Covid-19 pandemic the Company produced no live events during the quarter ended June 30, 2021.

the Company focused on the production of virtual events and growing its store front awareness.

During the quarter ended June 30, 2021,

the Company produced approximately 100 virtual events which generated $71,347 of revenue and an additional $72,167 of e-commerce through

the Wizard World Vault and the eBay Platform.

was $83,212, during the three months ended June 30, 2021 as compared to $0 for the comparable period ended June 30, 2020 for Jevo.

some Covid-19 restrictions began to lift, sales of Jevo products increased.

profit percentage, after considering cost of revenues, was 27% for the three months ended June 30, 2021 and 27% for the three months

ended June 30, 2020.

expenses for the three months ended June 30, 2021, were $1,675,405, as compared to $579,622 for the three months ended June 30, 2020.

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

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

income (expenses)

loss attributable to common shareholder

per common share – basic

per common share – diluted

was $148,397 for the three months ended September 30, 2021, as compared to $601,042 for the comparable period ended September 30, 2020,

a decrease of $452,645.

The decrease in revenue was a result of the ongoing impact of Covid-19, the inability of the Company to produce

live events and a decrease in demand for virtual events.

of the uncertainties surrounding the Covid-19 pandemic the Company produced no live events during the quarter ended September 30, 2021.

Rather, the Company focused on the production of virtual events and growing its store front awareness.

During the quarter ended September

30, 2021, the Company produced $117,438 of e-commerce through the Wizard World Vault and the eBay Platform.

During the quarter ended

September 30, 2020, the Company generated $459,428 of revenue from virtual events and an additional $78,323 of e-commerce through the

Wizard World Vault and the eBay Platform.

was $65,098, during the three months ended September 30, 2021 as compared to $2,607 for the comparable period ended September 30, 2020

As some Covid-19 restrictions began to lift, sales of Jevo products increased.

mentioned earlier, the Company has now divested itself of most if not all of its live event assets and all of its Jevo assets and operations.

Accordingly, moving forward, the Company is now focused on producing and selling NFT’s and the mining of cryptocurrencies.

profit percentage, after considering cost of revenues, was (19)% for the three months ended September 30, 2021 and 54 % for the

three months ended September 30, 2020.

expenses for the three months ended September 30, 2021, were $2,164,358, as compared to $926,055 for the three months ended September

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

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

from Operations

from operations for the three months ended June 30, 2021, was $1,614,410 as compared to a loss from operations of $244,244 for the three

months ended June 30, 2020.

The variance was primarily attributable to a significant decrease in revenue as well as the integration of

the Jevo operations and an increase in consulting fees recorded as stock-based compensation.

from operations for the three months ended September 30, 2021, was $2,192,776 as compared to a loss from operations of $599,531

for the three months ended September 30, 2020.

The variance was primarily attributable to a significant decrease in revenue as well as

the integration of the Jevo operations and an increase in consulting fees recorded as stock-based compensation.

Income (Expenses)

income (expenses) for the three months ended June 30, 2021 was $(238,795), as compared to $(146,199) for the three months ended June

income (expenses) for the three months ended September 30, 2021 was $1,590,699, as compared to $(144,295) for the three months ended

September 30, 2020.

During the three months ended September 30, 2021, the Company sold its interests in Jevo thereby creating a gain

on sale of $1,130,740.

In addition, with the sale of the bulk of the live events and the write-off of ConTv payables, the Company incurred

other income of $1,589,597.

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

Loss Attributable to Common Stockholder

loss attributable to common stockholders for the three months ended June 30, 2021, was $1,840,251 or loss per basic share of $0.51, compared

to a net loss of $390,443 or loss per basic share of $0.11 for the three months ended June 30, 2020.

loss attributable to common stockholders for the three months ended September 30, 2021, was $392,881 or loss per basic share of

$0.07, compared to a net loss of $710,652 or loss per basic share of $0.20 for the three months ended September 30, 2020.

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

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

of Statements of Operations for the Six Months Ended June 30, 2021 and 2020:

of Statements of Operations for the Nine Months Ended September 30, 2021 and 2020:

from operations

$ (6,880,485 )

income (expenses)

loss attributable to common shareholder

$ (4,658,063 )

$ (1,284,709 )

per common share – basic

per common share – diluted

was $605,900 for the six months ended June 30, 2021, as compared to $3,418,835 for the comparable period ended June 30, 2020, a decrease

of $2,812,935.

The decrease in revenue was a result of the ongoing impact of Covid-19, the inability of the Company to produce live events

and a decrease in demand for virtual events.

of the uncertainties surrounding the Covid-19 pandemic the Company produced no live events during the six months ended June 30,

was $754,297 for the nine months ended September 30, 2021, as compared to $4,019,877 for the comparable period ended September 30, 2020,

a decrease of $3,265,580.

The decrease in revenue was a result of the ongoing impact of Covid-19, the inability of the Company to produce

live events and a decrease in demand for virtual events.

of the uncertainties surrounding the Covid-19 pandemic the Company produced no live events during the nine months ended September 30,

Rather, the Company focused on the production of virtual events and growing its store front awareness.

During the six-month period

ended June 30, 2021, the Company produced approximately 250 virtual events which generated $263,309 of revenue and an additional $244,865

During the nine months ended

September 30, 2020, the Company was able to produce 3 live events which generated revenue of $2,608,678.

During the nine-month period

ended September 30, 2021, the Company produced approximately 450 virtual events which generated $229,170 of revenue and an additional

$362,303 through its e-commerce website Wizard World Vault and the eBay platform.

the six-month period ended June 30, 2021, the revenue contributed by Jevo was $97,726.

As Covid-19 restrictions began to lift, sales

of Jevo products increased.

profit percentage, after considering cost of revenues, was 24% for the six months ended June 30, 2021 and 27% for the three months ended

June 30, 2020.

expenses for the six months ended June 30, 2021, were $4,830,332, as compared to $1,185,032 for the six months ended June 30,

During the nine months ended September 30, 2020, the

Company generated $1,216,686 of revenue from virtual events and an additional $191,906 of e-commerce through the Wizard World Vault and

the eBay Platform.

the nine-month period ended September 30, 2021, the revenue contributed by Jevo was $162,824.

As Covid-19 restrictions began to lift,

sales of Jevo products increased.

mentioned earlier, the Company has now divested itself of most if not all of its live event assets and all of its Jevo assets and operations.

Accordingly, moving forward, the Company is now focused on producing and selling NFT’s and the mining of cryptocurrencies.

profit percentage, after considering cost of revenues, was 15% for the nine months ended September 30, 2021 and 31% for the nine months

ended September 30, 2020.

expenses for the nine months ended September 30, 2021, were $6,994,690, as compared to $2,111,087 for the nine months ended September

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

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from Operations

from operations for the six months ended June 30, 2021, was $4,687,709 as compared to a loss from operations of $271,517 for the six

months ended June 30, 2020.

The variance was primarily attributable to primarily attributable to a significant decrease in revenue as

well as the integration of the Jevo operations and an increase in consulting fees recorded as stock-based compensation.

from operations for the nine months ended September 30, 2021, was $6,880,485 as compared to a loss from operations of $871,048

for the nine months ended September 30, 2020.

The variance was primarily attributable to primarily attributable to a significant decrease

in revenue as well as the integration of the Jevo operations and an increase in consulting fees recorded as stock-based compensation.

Income (Expenses)

income (expenses) for the six months ended June 30, 2021 was $365,629, as compared to $(302,540) for the six months ended June 30, 2020.

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

During the 2021 period,

the company wrote-off outstanding payables of $835,140 including the amount due to CONtv.

income (expenses) for the nine months ended September 30, 2021 was $1,956,328, as compared to $(446,835) for the nine months ended

September 30, 2020.

During the nine months ended September 30, 2021, the Company sold its interests in Jevo thereby creating a gain

on sale of $1,130,740.

In addition, with the sale of the bulk of the live events and the write-off of ConTv payables, the Company

incurred other income of $1,589,597.

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

debt discount.

Loss Attributable to Common Stockholder

loss attributable to common stockholders for the six months ended June 30, 2021, was $4,252,228 or loss per basic share of $1.20, compared

to a net loss of $574,057 or loss per basic share of $0.16 for the six months ended June 30, 2020.

loss attributable to common stockholders for the nine months ended September 30, 2021, was $4,658,063 or loss per basic share

of $1.21, compared to a net loss of $1,317,883 or loss per basic share of $0.37 for the nine months ended September 30,

and Capital Resources

following table summarizes total current assets, liabilities and working capital at June 30, 2021 compared to December 31, 2020:

June 30, 2021

December 31, 2020

following table summarizes total current assets, liabilities and working capital at September 30, 2021 compared to December 31, 2020:

Increase/(Decrease)

Current Assets

Current Liabilities

Working Capital (Deficit)

$ (1,448,264 )

Capital (Deficit)

$ (1,415,702 )

June 30, 2021, we had a working capital deficit of $4,341,219 as compared to working capital deficit of $5,025,589 at June 30, 2020,

$ (4,848,375 )

September 30, 2021, we had a working capital deficit of $1,415,702 as compared to working capital deficit of $4,307,242 at September

30, 2020, a change of $ 3,432,673 .

The change in working capital is primarily attributable to increases in inventories and prepaid expenses and decreases

in operating lease liability, unearned revenue and due to CONtv joint venture offset primarily by a decrease in cash and cash equivalents.

cash used in operating activities for the six months ended June 30, 2021 and 2020 was $2,746,260 and $398,843, respectively.

loss for the six-month period ended June 30, 2021 and 2020, was $4,322,080 and $574,057, respectively.

The change in working capital is primarily attributable to increases in cash and prepaid expenses

and decreases in accounts payable and accrued expenses, operating lease liability, unearned revenue and due to CONtv joint venture offset

primarily by decreases in accounts receivable and inventory.

cash used in operating activities for the nine months ended September 30, 2021 and 2020 was $4,890,776 and $870,687, respectively.

net loss for the nine-month period ended September 30, 2021 and 2020, was $4,924,157 and $1,317,883, respectively.

Concern Analysis

Company had a loss from operations of $4,687,709 and $271,517 for the six months ended June 30, 2021 and 2020, respectively.

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

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

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

However, the Company believes that the effects

of its cost savings efforts with regard to corporate overhead together with the initiation of virtual activities, e-commerce, and move

to expand the current NFT minting activities into mining cryptocurrencies will guide the Company in a positive direction as we continue

to strive to attain profitability.

Company had a loss from operations of $6,880,485 and $871,048 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 November 2022.

However, the Company believes that

the effects of its cost savings efforts with regard to corporate overhead together with the initiation of virtual activities, e-commerce,

and move to expand the current NFT minting activities into mining cryptocurrencies will guide the Company in a positive direction as

we continue to strive to attain profitability.

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

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

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.

Additionally,

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Sheet Arrangements

of June 30, 2021, the Company had no off-balance sheet arrangements.

of September 30, 2021, the Company had no off-balance sheet arrangements.

Accounting Policies

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The Company did not record any impairment for the quarters

ended June 30, 2021 and 2020, as there were no triggering events or changes in circumstances that indicate that the carrying amount of

an asset may not be recoverable.

ended September 30, 2021 and 2020, as there were no triggering events or changes in circumstances that indicate that the carrying amount

of an asset may not be recoverable.

January 1, 2019, the Company adopted ASC 842 using the modified retrospective approach and recognized a right of use (“ROU”)

asset and liability in the consolidated balance sheet in the amount of $252,980 related to the operating lease for office space.

for the six months ended June 30, 2021 and 2020 are presented under ASC 842, while prior period amounts were not adjusted and continue

to be reported in accordance with the legacy accounting guidance under ASC Topic 840, Leases .

asset and liability in the condensed consolidated balance sheet in the amount of $252,980 related to the operating lease for office

Results for the nine months ended September 30, 2021 and 2020 are presented under ASC 842, while prior period amounts were

not adjusted and continue to be reported in accordance with the legacy accounting guidance under ASC Topic 840, Leases .

part of the adoption, we elected the practical expedients permitted under the transition guidance within the new standard, which among

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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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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 at 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.

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

The Company is currently not aware

of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is

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

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

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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 2. Management’s Discussion and Analysis