What changed in this filing

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Item 1A. Risk Factors

2022-03-31 compared with 2021-03-29 · 710 added, 358 removed, 24 unchanged (98% of the section changed)

Relating to our Company

we need additional capital to fund our growing operations, we may not be able to obtain sufficient capital and may be forced to

limit the scope of our operations.

we move forward to implement our growth strategies, we may experience increased capital needs.

We may not, however, have sufficient

capital to fund our future operations without additional capital investments.

If adequate additional financing is not available

on reasonable terms or at all, we may not be able to carry out our corporate strategy and we would be forced to modify our business

plans (e.g., limit our expansion, limit our marketing efforts and/or decrease or eliminate capital expenditures), any of which

may adversely affect our financial condition, results of operations and cash flow.

Such reduction could materially adversely affect

our business and our ability to compete.

capital needs will depend on numerous factors, including, without limitation, (i) our profitability, (ii) our ability to respond

to a release of competitive products by our competitors, and (iii) the amount of our capital expenditures, including acquisitions.

investment in our securities involves a high degree of risk, and an investor should only purchase the Company’s securities if he

or she can afford to suffer the loss of his or her entire investment.

Certain factors may have a materially adverse effect on our business,

financial condition and results of operations, including the risk factors described below.

You should carefully consider all of the risks

and uncertainties described below and elsewhere in this Annual Report on Form 10-K, as well as those risks disclosed in the Company’s

other public filings, together with the other information contained in this report and the Company’s other public filings before

making an investment decision regarding the Company’s securities.

The risks and uncertainties described below are not the only

ones we face.

Additional risks and uncertainties not presently known to us or that we currently believe are not material may also become

important factors that could adversely affect our business, financial condition and results of operations, perhaps materially.

of the following risks actually occur, our business, financial condition, results of operation and future prospects could be materially

and adversely affected.

In that event, the trading price of shares of our common stock could decline, and you could lose part or all

your investment.

The risks discussed below also include forward-looking statements, and actual results and events may differ substantially

from those discussed or highlighted in those forward-looking statements.

For more information regarding forward-looking statements in

this Annual Report, please see the Section entitled “Cautionary Note Regarding Forward-Looking Statements” of this Annual

Report on Form 10-K.

Related to Our Company

have historically incurred significant losses, and may be unable to maintain profitability.

If we continue to incur significant losses,

we may have to curtail our operations, which may prevent us from successfully operating and expanding our business.

Historically,

we have relied upon cash from financing activities to fund substantially all of the cash requirements of our activities and have incurred

significant losses and experienced negative cash flow.

For the years ended December 31, 2021 and 2020, we incurred a net loss of $17,270,703

and $1,940,401, respectively.

We had stockholders’ equity of $4,205,435 as of December 31, 2021, and an accumulated deficit of

$6,844,909 as of December 31, 2020.

We cannot predict if we will be profitable.

We may continue to incur losses for an indeterminate

period of time and may be unable to sustain profitability.

An extended period of losses and negative cash flow may prevent us from successfully

operating and expanding our business.

We may be unable to sustain or increase our profitability on a quarterly or annual basis.

may require significant additional capital to fund our growing operations, we may not be able to obtain sufficient capital and may be

forced to limit the scope of our operations.

may not have sufficient capital to fund our future operations without significant additional capital investments.

If adequate additional

financing is not available on reasonable terms or at all, we may not be able to carry out our corporate strategy and we would be forced

to modify our business plans (e.g., limit our growth, and/or decrease or eliminate capital expenditures), any of which may adversely

affect our financial condition, results of operations and cash flow.

Such reduction could materially adversely affect our business and

our ability to compete.

may need to undertake equity, equity-linked or debt financings to secure additional funds.

If we raise additional funds through future

issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities

we issue could have rights, preferences and privileges superior to those of holders of our common stock.

Any debt financing that we secure

in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters,

including the ability to pay dividends.

This may make it more difficult for us to obtain additional capital and to pursue business opportunities.

We may not be able to obtain additional financing on terms favorable to us, if at all.

If we are unable to obtain adequate financing

or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and respond to business

challenges could be significantly impaired, and our business may be adversely affected.

capital needs will depend on numerous factors, including, without limitation, our profitability, and the amount of our capital expenditures,

including acquisitions.

Moreover, the costs involved may exceed those originally contemplated.

Cost savings and other economic benefits expected may not

materialize as a result of any cost overruns or changes in market circumstances.

Failure to obtain intended economic benefits

could adversely affect our business, financial condition and operating performances.

cost of obtaining new cryptocurrency mining equipment is capital intensive, and may increase.

cost of obtaining new cryptocurrency mining equipment is capital intensive, and may increase in the future.

If we are unable to obtain

adequate numbers of new and replacement miners at scale, we may not be able to mine cryptocurrency as efficiently or in similar amounts

as our competition and, as a result, our business and financial results could suffer.

The price of new miners may be linked to the market

price of Bitcoin and other cryptocurrencies, and, our costs of obtaining new and replacement miners may increase, which may have a material

and adverse effect on our financial condition and results of operations.

reliance on a third-party mining pool service provider for our mining revenue payouts may have a negative impact on our operations.

receive cryptocurrency mining rewards from our mining activity through a third-party mining pool operator.

Mining pools allow miners

to combine their processing power, increasing their chances of solving a block and getting paid by the network.

The rewards are distributed

by the pool operator, proportionally to our contribution to the pool’s overall mining power, used to generate each block.

the pool operator’s system suffer downtime due to a cyber-attack, software malfunction or other similar issues, it will negatively

impact our ability to mine and receive revenue.

Furthermore, we are dependent on the accuracy of the mining pool operator’s record

keeping to accurately record the total processing power provided to the pool for a given Bitcoin mining application in order to assess

the proportion of that total processing power we provided.

If we are unable to consistently obtain accurate proportionate rewards from

our mining pool operators, we may experience reduced reward for our efforts, which would have an adverse effect on our business and operations.

is subject to halving;

and will halve several times in the future and Bitcoin value may not adjust to compensate us for the reduction

in the rewards we receive from our mining efforts.

primary currency for which we mine, Bitcoin, is subject to “halving,” which is the process by which the cryptocurrency reward

for solving a block is cut in half.

While Bitcoin prices have had a history of price fluctuations around the halving of their respective

cryptocurrency rewards, there is no guarantee that the price change will be favorable or would compensate for the reduction in mining

We plan to keep our operating costs low by, among other means, acquiring our own energy-producing assets and more efficient mining

machines, but there can be no assurance that the price of Bitcoin will sufficiently increase upon the next halving to justify the increasingly

high costs of mining for Bitcoin.

If a corresponding and proportionate increase in the trading price of these cryptocurrencies does not

follow these anticipated halving events, the revenue we earn from our mining operations would see a corresponding decrease, which would

have a material adverse effect on our business and operations.

need to manage growth in operations to maximize our potential growth and achieve our expected revenues.

Our failure to manage

growth can cause a disruption of our operations that may result in the failure to generate revenues at levels we expect.

order to maximize potential growth in our current markets, we may have to expand our operations.

Such expansion will place a significant

strain on our management and our operational, accounting, and information systems.

We expect that we will need to continue to

improve our financial controls, operating procedures and management information systems.

We will also need to effectively train,

motivate, and manage our employees.

Our failure to manage our growth could disrupt our operations and ultimately prevent us from

generating the revenues we expect.

have substantial control over the Company, and they could delay or prevent a change in our corporate control even if our other

stockholders want it to occur.

of the date of this filing, our executive officers, directors, own a substantial amount of our outstanding common stock.

stockholders are able to exercise significant control over all matters requiring stockholder approval, including the election

of directors and approval of significant corporate transactions.

This could delay or prevent an outside party from acquiring or

merging with our Company even if our other stockholders want it to occur.

This may also limit your ability to influence the Company

in other ways.

Certificate of Incorporation provides for indemnification of officers and directors at our expense and limits their liability,

which may result in a major cost to us and hurt the interests of our stockholders because corporate resources may be expended

for the benefit of officers and/or directors.

Certificate of Incorporation and applicable Delaware law provide for the indemnification of our directors and officers against

attorney’s fees and other expenses incurred by them in any action to which they become a party arising from their association

with or activities on our behalf.

This indemnification policy could result in substantial expenditures by us that we will be unable

have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against

public policy as expressed in the Securities Act of 1933, as amended (the “Securities Act”), and is, therefore, unenforceable.

In the event that a claim for indemnification for liabilities arising under federal securities laws, other than the payment by

us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or

proceeding, is asserted by a director, officer or controlling person in connection with the securities being registered, we will

(unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate

jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will

be governed by the final adjudication of such issue.

The legal process relating to this matter, if it were to occur, is likely

to be very costly and may result in us receiving negative publicity, either of which factors is likely to materially reduce the

market and price for our shares if such a market ever develops.

Related to our Business and Industry

may not be able to prevent others from using our intellectual property and may be subject to claims by third parties that we infringe

on their intellectual property.

regard the content that we plan to distribute via digital media to be important to our success.

We plan to rely on non-disclosure

and other contractual provisions to protect our proprietary rights.

We may also try to protect our intellectual property rights

by, among other things, searching the Internet to detect unauthorized use of our intellectual property.

policing the unauthorized use of our intellectual property is often difficult and any steps we take may not, in every case, prevent

the infringement by unauthorized third parties.

Further, there can be no assurance that our efforts to enforce our rights and

protect our intellectual property will be successful.

We may need to resort to litigation to enforce our intellectual property

rights, which may result in substantial costs and diversion of resources and management attention.

although management does not believe that our products and services infringe on the intellectual rights of others, there is no

assurance that we will not be the target of infringement or other claims.

Such claims, even if not true, could result in significant

legal and other costs and may be a distraction to our management or interrupt our business.

encounter competition in our business, and any failure to compete effectively could adversely affect our results of operations.

anticipate that our competitors will continue to expand and seek to obtain additional market share with competitive price and

performance characteristics.

Aggressive expansion of our competitors or the entrance of new competitors into our markets could

have a material adverse effect on our business, results of operations and financial condition.

we do not compete successfully against new and existing competitors, we may lose our market share, and our operating results may

be adversely affected.

compete with other advertising service providers that may reach our target audience by means that are more effective than our

Comic Conventions and digital media.

Further, if such other providers of advertising have a long operating history, large product

and service suites, more capital resources and broad international or local recognition, our operating results may be adversely

affected if we cannot successfully compete.

Our failure to manage growth

can cause a disruption of our operations that may result in the failure to generate revenues at levels we expect.

order to maximize potential growth, we may have to expand our operations.

Such expansion will place a significant strain on our management

and our operations.

Our failure to manage our growth could disrupt our operations and ultimately prevent us from generating the revenues

mining operating costs could outpace our mining revenues, which could materially impact our business.

mining operations expenses may increase in the future, and may not be offset by a corresponding increase in revenue.

Our expenses may

be greater than we anticipate, and our investments to make our business more efficient may not succeed and may outpace monetization efforts.

Increases in our costs without a corresponding increase in our revenue would increase our losses and could have a material adverse effect

on our business, results of operations and financial condition.

have substantial control over the Company, and they could delay or prevent a change in our corporate control even if our other stockholders

want it to occur.

of the date of this filing, our executive officers, and directors, collectively beneficially own approximately 90% of our outstanding

shares of common stock.

These stockholders are able to exercise significant control over all matters requiring stockholder approval,

including the election of directors and approval of significant corporate transactions.

This could delay or prevent an outside party

from acquiring or merging with our Company even if our other stockholders want it to occur.

This may also limit your ability to influence

the Company in other ways.

rely on a small number of cryptocurrency mining equipment suppliers, and the loss of any supplier might significantly reduce our revenue

and adversely affect our results of operations.

rely on a small number of cryptocurrency mining equipment suppliers, which is essential to our cryptocurrency mining revenue.

of any or all of these suppliers would significantly reduce our revenue, which would have a material adverse effect on our results of

We can provide no assurance that these suppliers will continue to supply us cryptocurrency mining equipment in the future.

are exposed to credit risk on our prepayments to cryptocurrency mining equipment suppliers.

This risk is heightened during periods when

economic conditions worsen.

have made prepayments to suppliers of cryptocurrency mining equipment, and there can be no assurance that we will effectively limit our

credit risk and avoid losses, which could have a material adverse effect on our business, results of operations and financial condition.

may not be able to secure adequate insurance, or any insurance at all, on our cryptocurrency mining equipment that are subject to physical

and environmental damage.

miners and mobile data centers are located in areas where we may not be able to secure adequate insurance, or any insurance at all.

miners and mobile data centers are subject to physical and environmental damage and any damage, including a complete loss, if it occurs

without being adequately insured, or insured at all, could have a material adverse effect on our business, results of operations and

financial condition.

Additionally,

although we seek to control our insurance risk and costs, the premiums we pay to obtain insurance coverage have increased over time and

are likely to continue to increase in the future.

These increases in insurance premiums can occur unexpectedly and without regard to

our efforts to limit them, and, because of these rising costs, we may not be able to obtain similar levels of insurance coverage on reasonable

terms, or at all.

If this occurs, we may choose or be forced to self-insure our assets, which could expose us to significant financial

risk due to the high cost of new miners.

If insurance costs become unacceptably high and we elect to self-insure, and we experience a

significant casualty event resulting in the loss of some or all of our miners, we could be forced to expend significant capital resources

to acquire new miners to replace those we lose.

if such casualty loss of our miners is not adequately covered by insurance and we do not have access to sufficient capital resources

to acquire replacement miners, we may not be able to compete in our rapidly evolving and highly competitive industry, which could materially

and adversely affect our financial condition and results of operations, and our business could suffer.

may lose our private key to our digital wallet, causing a loss of all of our digital assets.

assets, such as cryptocurrencies, are stored in a so-called “digital wallet”, which may be accessed to exchange a holder’s

digital assets, and is controllable by the processor of both the public key and the private key relating to this digital wallet in which

the digital assets are held, both of which are unique.

We will publish the public key relating to digital wallets in use when we verify

the receipt of transfers and disseminate such information into the network, but we will need to safeguard the private keys relating to

such digital wallets, which are stored in the possession of certain of our officers.

If the private key is lost, destroyed, or otherwise

compromised, we may be unable to access our cryptocurrencies held in the related digital wallet which will essentially be lost.

private key is acquired by a third party, then this third party may be able to gain access to our cryptocurrencies.

Any loss of private

keys relating to digital wallets used to store our cryptocurrencies could have a material adverse effect on our ability to continue as

a going concern or could have a material adverse effect on our business, prospects, financial condition, and operating results.

storage and custody of our Bitcoin assets and any other cryptocurrencies that we may potentially acquire or hold in the future are subject

to cybersecurity breaches and adverse software events.

addition to the risk of a private key loss to our digital wallet, see “—We may lose our private key to our digital wallet,

destroying all of our digital assets,” the storage and custody of our digital assets could also be subject to cybersecurity breaches

and adverse software events.

In order to minimize risk, we plan to establish processes to manage wallets, or software programs where

assets are held, that are associated with our cryptocurrency holdings.

“hot wallet” refers to any cryptocurrency wallet that is connected to the Internet.

Generally, hot wallets are easier to

set up and access than wallets in “cold” storage, but they are also more susceptible to hackers and other technical vulnerabilities.

“Cold storage” refers to any cryptocurrency wallet that is not connected to the Internet.

Cold storage is generally more

secure than hot storage, but is not ideal for quick or regular transactions and we may experience lag time in our ability to respond

to market fluctuations in the price of our digital assets.

plan to hold the majority of our cryptocurrencies in cold storage to reduce the risk of malfeasance;

however we may also use third-party

custodial wallets and, from time to time, we may use hot wallets or rely on other options that may develop in the future.

custodial wallet, there can be no assurance that such services will be more secure than cold storage or other alternatives.

and the constantly evolving state of cybercrime and hacking techniques may render present security protocols and procedures ineffective

in ways which we cannot predict.

of the storage method, the risk of damage to or loss of our digital assets cannot be wholly eliminated.

If our security procedures and

protocols are ineffective and our cryptocurrency assets are compromised by cybercriminals, we may not have adequate recourse to recover

our losses stemming from such compromise.

A security breach could also harm our reputation.

A resulting perception that our measures

do not adequately protect our digital assets could have a material adverse effect on our business, prospects, financial condition, and

operating results.

are subject to risks associated with our need for significant power for our miners.

Government regulators may potentially restrict the

ability of electricity suppliers to provide electricity to mining operations.

Bitcoin mining operations have required significant amounts of power, and, as we continue to expand, we anticipate our demand for power

will continue to grow.

If we are unable to continue to obtain sufficient power to operate our miners on a cost-effective basis, we may

not realize the anticipated benefits of our significant capital investments in new miners.

There may be significant competition for suitable

mine locations, and government regulators may potentially restrict the ability of electricity suppliers to provide electricity to mining

operations in times of electricity shortage, or may otherwise potentially restrict or prohibit the provision or electricity to mining

Additionally, our mining operations could be materially adversely affected by prolonged power outages.

Our cryptocurrency

mining operations require that our miners and mining equipment function without interruption.

If we experience and any unplanned or prolonged

outages that re not remediated in a timely manner, or at all, could disrupt our operations.

Given the power requirement, it would not

be feasible to run miners on back-up power generators in the event of a government restriction on electricity or a power outage.

are unable to receive adequate power supply and are forced to reduce our operations due to the availability or cost of electrical power,

it could have a material adverse effect on our business, results of operations and financial condition.

Interruptions

to our internet access could disrupt our operations, which could adversely affect our business and results of operations.

cryptocurrency mining operations require access to high-speed internet to be successful.

If we lose internet access for a prolonged period,

we may be required to reduce our operations or cease them altogether.

If this occurs, it could have a material adverse effect on our

business, results of operations and financial condition.

reliance primarily on a single model of miner may subject our operations to increased risk.

currently only use Bitmain Antminer type miners, if there are issues with those machines, such as a design flaw in the ASIC chips they

employ, our entire system could be affected.

Any system error or failure may significantly delay response times or even cause our system

Any disruption in our ability to continue mining could result in lower yields and harm our reputation and business.

Any exploitable

weakness, flaw, or error common to Bitmain miners affects all our miners;

therefore, if a defect or other flaw exists and is exploited,

our entire mine could go offline simultaneously.

Any interruption, delay or system failure could have a material adverse effect on our

business, results of operations and financial condition.

may not be able to find suitable locations, or any locations at all, for our mobile data centers.

mobile data centers are located close to natural gas wellheads, and we may be forced to leave our current location, not be able to find

suitable locations, or any locations at all, for our current and/or future mobile data centers.

If this occurs it could have a material

adverse effect on our business, results of operations and financial condition.

depend on the services of a small number of key personnel, and may not be able to operate and grow our business effectively if we lose

their services or are unable to attract qualified personnel in the future.

success depends in part upon the continued service of a small number of key personnel.

They are critical to the overall management of

our company, and our strategic direction.

We rely heavily on them because they have substantial experience with our company and business

Our ability to retain them is therefore very important to our future success.

We have employment agreements with our key

personnel, but these employment agreements do not ensure that they will not voluntarily terminate their employment with us.

of any key personnel would require the remaining key personnel to divert immediate attention to seeking a replacement.

Competition for

senior management personnel is intense, and our inability to find a suitable replacement for any departing key personnel in a timely

basis could adversely affect our ability to operate and grow our business.

future success depends upon, in large part, our continuing ability to attract and retain qualified personnel.

of our business and operations may require additional managers and employees with industry experience, in which case our success

will be dependent on our ability to attract and retain experienced management personnel and other employees.

There can be no assurance

that we will be able to attract or retain qualified personnel.

Competition may also make it more difficult and expensive to attract,

hire and retain qualified managers and employees.

If we fail to attract, train and retain sufficient numbers of the qualified

personnel, our prospects, business, financial condition and results of operations will be materially and adversely affected.

Convention Business

we do not maintain and develop our Wizard World Comic Convention brand, we will not be able to attract an audience to the Comic

attract audiences and advertisers partly through brand name recognition.

We believe that establishing, maintaining and enhancing

our portfolio of Comic Conventions and the brands of our strategic partners will enhance our growth prospects.

The promotion of

our Wizard World Comic Convention brand and those of our strategic partners will depend largely on our success in maintaining

a sizable and loyal audience, providing high-quality content and organizing effective marketing programs.

If we fail to meet the

standards to which our consumers are accustomed, our reputation will be harmed and we may lose market share.

future success depends on attracting sponsors and pop culture advertisers who will advertise at our Comic Conventions.

to attract a sufficient number of sponsors and pop culture advertisers, our operating results and revenues may not meet expectations.

of our important strategies is to create an integrated platform of tours on which sponsors and pop culture advertisers wishing

to reach our target audience may advertise.

However, advertisers may find that our targeted demographic does not consist of their

desired consumers or a critical mass of consumers, decide to use a competitor’s services or decide not to use our services

for other reasons.

If the sponsors and pop culture advertisers decide against advertising with us, we may not realize our growth

potential or meet investor expectations.

Our future operating results and business prospects could be adversely affected.

may not be able to respond to changing consumer preferences and our sales may decline.

operate in markets that are subject to change, including changes in customer preferences.

New fads, trends and shifts in pop culture

could affect the type of live events customers will attend or the products consumers will purchase.

Content in which we have invested

significant resources may fail to meet consumer demand at the time.

A decrease in the level of media exposure or popularity of

the pop culture market or a loss in sales could have a material adverse effect on our business, prospects and financial condition.

rely on key contracts and business relationships, and if our current or future business partners or contracting counterparties

fail to perform or terminate any of their contractual arrangements with us for any reason or cease operations, or should we fail

to adequately identify key business relationships, our business could be disrupted and our reputation may be harmed.

of our business and operations may require additional managers and employees with industry experience, in which case our success will

be dependent on our ability to attract and retain experienced management personnel and other employees.

There can be no assurance that

we will be able to attract or retain qualified personnel.

Competition may also make it more difficult and expensive to attract, hire

and retain qualified managers and employees.

If we fail to attract, train and retain sufficient numbers of the qualified personnel, our

prospects, business, financial condition and results of operations will be materially and adversely affected.

rely on key contracts and business relationships, and if our current or future business partners or contracting counterparties fail to

perform or terminate any of their contractual arrangements with us for any reason or cease operations, or should we fail to adequately

identify key business relationships, our business could be disrupted and our reputation may be harmed.

any of our business partners or contracting counterparties fails to perform or terminates their agreement(s) with us for any reason,

or if our business partners or contracting counterparties with which we have short-term agreements refuse to extend or renew the

agreement or enter into a similar agreement, our ability to carry on operations and cross-sell sales and marketing services among

different platforms may be impaired.

In addition, we depend on the continued operation of our long-term business partners and

contracting counterparties and on maintaining good relations with them.

If one of our long-term partners or counterparties is

unable (including as a result of bankruptcy or a liquidation proceeding) or unwilling to continue operating in the line of business

that is the subject of our contract, we may not be able to obtain similar relationships and agreements on terms acceptable to

us or at all.

If a partner or counterparty fails to perform or terminates any of the agreements with us or discontinues operations,

and we are unable to obtain similar relationships or agreements, such events could have an adverse effect on our operating results

and financial condition.

Further, if we are unable to timely produce our Comic Conventions or produce the same quality of Comic

Conventions to which our target demographic has been accustomed, the consequences could be far-reaching and harmful to our reputation,

existing business relationships and future growth potential.

may also need to form new strategic partnerships or joint ventures to access appropriate assets and industry know-how.

to identify, execute and integrate such future partnerships or joint ventures may have an adverse effect on our business, growth,

financial condition, and cash flow from operations.

future success depends on attracting high-profile celebrities and VIPs to our Comic Conventions.

If we fail to attract such celebrities

and VIPs, our attendance may suffer and our operating results and revenues may be adversely impacted.

ability to maintain our competitive position will be dependent on attracting high profile celebrities and VIPs to attend our Comic

We attract our audience by providing opportunities to meet some of their favorite celebrities.

The failure of the

Company to attract such high-profile celebrities and VIPs may hurt the attendance at our Comic Conventions and as a result, our

operations results and revenues may be adversely impacted.

The Ability of the Company to produce

live events attracting thousands of attendees largely depends on the course and the scope of the progression of the Covid-19 Pandemic.

Until the Pandemic abates the Company will suffer loss of revenue and operating results will be adversely impacted.

Because of the substantial uncertainties

concerning the course and scope of the current situation with the Covid-19 virus, it is currently unclear how many live events

will actually be produced by the Company in 2021.

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

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

Already because of Covid-19 the Company

has had to cease producing live events, which had been its primary source of revenue.

line revenue and net profits or it may be

that some of the activities will succeed and some will fail.

It remains too early to make proper projections or to be able to

fully assess the scope of the risk factors that are involved.

could face a variety of risks of expanding into a new business.

Company will expand into digital media and content creation.

Risks of our entry into the new business line of digital media, include,

without limitation:

(i) potential diversion of management’s attention and other resources, including available cash, from

our existing businesses;

(ii) unanticipated liabilities or contingencies;

(iii) the need for additional capital and other resources

to expand into this new line of business;

and (iv) inefficient combination or integration of operational and management systems

and controls.

Entry into a new line of business may also subject us to new laws and regulations with which we are not familiar,

and may lead to increased litigation and regulatory risk.

Further, our business model and strategy are still evolving and are

continually being reviewed and revised, and we may not be able to successfully implement our business model and strategy.

not be able to attract a sufficiently large number of audience or customers, or recover costs incurred for developing and marketing

these products or services.

If we are unable to successfully implement our growth strategies, our revenue and profitability may

not grow as we expect, our competitiveness may be materially and adversely affected, and our reputation and business may be harmed.

developing and marketing the new business of digital media, we may invest significant time and resources.

Initial timetables for

the introduction and development of our digital media business may not be achieved and price and profitability targets may not

prove feasible.

Furthermore, any new line of business could have a significant impact on the effectiveness of our system of internal

Failure to successfully manage these risks in the development and implementation of our new digital media business could

have a material adverse effect on our business, results of operations and financial condition.

will face significant competition in the digital media business.

If we fail to compete effectively, we may lose users to competitors,

which could materially and adversely affect our ability to generate revenues from online advertising.

will face significant competition for online advertising revenues with other websites that sell online advertising services.

addition, we indirectly compete for advertising budgets with traditional advertising media, such as television and radio stations,

newspapers and magazines, and major out-of-home media.

Some of our competitors may have longer operating histories and significantly

greater financial, technical and marketing resources than we do, and in turn may have an advantage in attracting and retaining

users and advertisers.

Relating to Being a Public Company

will incur significant costs to ensure compliance with United States corporate governance and accounting requirements.

will incur significant costs associated with our public company reporting requirements and costs associated with corporate governance

requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the SEC.

We expect all

of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some

activities more time consuming and costly.

We also expect that these applicable rules and regulations may make it more difficult

and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits

and coverage or incur substantially higher costs to obtain the same or similar coverage.

As a result, it may be more difficult

for us to attract and retain qualified individuals to serve on the Board or as executive officers.

We may be wrong in our prediction

or estimate of the amount of additional costs we may incur or the timing of such costs.

we fail to maintain an effective system of internal control over financial reporting, our ability to accurately and timely report

our financial results or prevent fraud may be adversely affected and investor confidence may be adversely impacted.

directed by Section 404 of the Sarbanes-Oxley Act of 2002, or SOX 404, the SEC adopted rules requiring public companies to include

a report of management on the Company’s internal controls over financial reporting in their annual reports.

Under current

SEC rules, our management may conclude that our internal controls over our financial reporting are not effective.

management concludes that our internal controls over financial reporting are effective, our independent registered public accounting

firm may issue a report that is qualified if it is not satisfied with our controls or the level at which our controls are documented,

designed, operated or reviewed, or if it interprets the relevant requirements differently from us.

In the event that we are unable

to have effective internal controls, investors and others may lose confidence in the reliability of our financial statements and

our ability to obtain equity or debt financing as needed could suffer.

addition, failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm

our operating results or cause us to fail to meet our reporting obligations.

If we or our independent registered public accounting

firm identify material weaknesses, the disclosure of that fact, even if quickly remedied, could reduce the market’s confidence

in our financial statements and harm our stock price.

In addition, if we are unable to continue to comply with Section 404, our

non-compliance could subject us to a variety of administrative sanctions, including the inability of registered broker-dealers

to make a market in our common stock, which could reduce our stock price.

continued decline in general economic conditions and disruption of financial markets may, among other things, reduce the discretionary

income of consumers or further erode advertising markets, which could adversely affect our business.

operations are affected by general economic conditions, which affect consumers’

disposable income.

The demand for entertainment

and leisure activities tends to be highly sensitive to the level of consumers’

disposable income.

Declines in general economic

conditions could reduce the level of discretionary income that our fans and potential fans have to spend on consumer products

and entertainment, which could adversely affect our revenues.

Volatility and disruption of financial markets could limit our advertisers’,

sponsors’, and/or promoters’

ability to obtain adequate financing to maintain operations and result in a decrease

in sales volume that could have a negative impact on our business, financial condition and results of operations.

Continued softness

in the market could adversely affect our revenues or the financial viability of our distributors.

advertising market is particularly volatile and we may not be able to effectively adjust to such volatility.

spending is volatile and sensitive to changes in the economy.

Our advertising customers may reduce the amount they spend on our

media for a number of reasons, including, without limitation:

downturn in economic conditions;

deterioration of the ratings of their programs;

decline in advertising spending in general.

may be unable to maintain or increase our advertising fees and sales, which could negatively affect our ability to generate revenues

in the future.

A decrease in demand for advertising in general, and for our advertising services in particular, could materially

and adversely affect our operating results.

conventions bring large groups of people together, which business model is being threatened by COVID-19.

are primarily in the convention business, the success of which is dependent upon the ability to bring large numbers of people

At the present time this is not possible due to the effects of COVID-19.

Our last convention was held on March 6, 2020,

which was a good success.

Our next convention is not scheduled at this time.

If the effects of COVID-19 are not resolved soon,

it will continue to have an ongoing material effect on our business.

Related To Our Securities

common stock is quoted on the OTCBB and OTCQB, which may have an unfavorable impact on our stock price and liquidity.

common stock is quoted on the OTCBB and OTCQB.

The quotation of our shares on the OTCBB and OTCQB may result in a less liquid

market available for existing and potential stockholders to trade shares of our common stock, could depress the trading price

of our common stock and could have a long-term adverse impact on our ability to raise capital in the future.

is limited liquidity on the OTCBB and OTCQB, which enhances the volatile nature of our equity.

fewer shares of a security are being traded on the OTCBB and OTCQB, volatility of prices may increase and price movement may outpace

the ability to deliver accurate quote information.

Due to lower trading volumes in shares of our common stock, there may be a

lower likelihood that orders for shares of our common stock will be executed, and current prices may differ significantly from

the price that was quoted at the time of entry of the order.

or if our business partners or contracting counterparties with which we have short-term agreements refuse to extend or renew the agreement

or enter into a similar agreement, our ability to carry on operations may be impaired.

In addition, we depend on the continued operation

of our long-term business partners and contracting counterparties and on maintaining good relations with them.

If one of our long-term

partners or counterparties is unable (including as a result of bankruptcy or a liquidation proceeding) or unwilling to continue operating

in the line of business that is the subject of our contract, we may not be able to obtain similar relationships and agreements on terms

acceptable to us or at all.

If a partner or counterparty fails to perform or terminates any of the agreements with us or discontinues

operations, and we are unable to obtain similar relationships or agreements, such events could have an adverse effect on our operating

results and financial condition.

of our data systems or unintended disclosure of data could result in large expenditures to repair or replace such systems, to remedy

any security breaches and to protect us from similar events in the future.

infrastructure may be vulnerable to physical or electronic break-ins, computer viruses, or similar disruptive problems.

In addition to

shutdowns, our systems are subject to risks caused by misappropriation, misuse, leakage, falsification and accidental release or loss

of information.

Disruptions or security compromises of our systems could result in large expenditures to repair or replace such systems,

to remedy any security breaches and protect us from similar events in the future.

We also could be exposed to negligence claims or other

legal proceedings, and we could incur significant legal expenses and our management’s attention may be diverted from our operations

in defending ourselves against and resolving lawsuits or claims.

In addition, if we were to suffer damage to our reputation as a result

of any system failure or security compromise, it could have a material adverse effect on our business, results of operations and financial

are exposed to risks associated with PCI compliance.

PCI Data Security Standard (“PCI DSS”) is a specific set of comprehensive security standards required by credit card brands

for enhancing payment account data security, including but not limited to requirements for security management, policies, procedures,

network architecture, and software design.

PCI DSS compliance is required in order to maintain credit card processing services.

does not guarantee a completely secure environment and notwithstanding the results of this assessment there can be no assurance that

payment card brands will not request further compliance assessments or set forth additional requirements to maintain access to credit

card processing services.

Compliance is an ongoing effort and the requirements evolve as new threats are identified.

In the event that

we were to lose PCI DSS compliance status (or fail to renew compliance under a future version of the PCI DSS), we could be exposed to

increased operating costs, fines and penalties and, in extreme circumstances, may have our credit card processing privileges revoked,

which would have a material adverse effect on our business.

failure to comply with the terms contained in our loan agreements could result in an event of default that could adversely affect our

financial condition and ability to operate our business as planned.

failure to comply with terms contained in our loan agreements in the future may adversely affect our ability to operate our business

and we may not be able to continue operations as planned, implement our planned growth strategy, or react to opportunities for, or downturns

in, our business.

regulations related to the Internet could increase our cost of doing business, affect our ability to grow or may otherwise negatively

affect our business.

agencies and federal and state legislatures have adopted, and may continue to adopt, new laws and regulatory practices in response to

the increasing use of the Internet and other online services.

These new laws may be related to issues such as online privacy and data

protection requirements, copyrights, trademarks and service mark, sales taxes, fair business practices, domain name ownership, and the

requirement that our operating units register to do business as foreign entities or otherwise be licensed to do business in jurisdictions

where they have no physical location or other presence.

In addition, these new laws, regulations or interpretations relating to doing

business through the Internet could increase our costs materially and adversely affect our revenue and results of operations.

changes or actions may restrict the use of cryptocurrencies in a manner that adversely affects an investment in us.

cryptocurrencies have grown in popularity and in market size, the Federal Reserve Board, U.S.

Congress and certain U.S.

agencies (e.g.,

the CFTC, the Commission, FinCEN and the Federal Bureau of Investigation) have begun to examine cryptocurrencies.

On March 9, 2022 President

Biden signed an executive order on cryptocurrencies.

While the executive order did not mandate any specific regulations, it instructs

various federal agencies to consider potential regulatory measures, including the evaluation of the creation of a U.S.

Central Bank digital

Future changes to existing regulations or entirely new regulations may affect our business in ways it is not presently possible

for us to predict with any reasonable degree of reliability.

assets currently face an uncertain regulatory landscape in not only the United States but also in such foreign jurisdictions as the European

Union and China.

While certain governments such as Germany, have issued guidance as to how to treat cryptocurrencies, most regulatory

bodies have not issued specific policy determinations.

changes to existing regulations or entirely new regulations may affect our business in ways it is not presently possible for us to predict

with any reasonable degree of reliability, but such change could be substantial and adverse to us and could adversely affect an investment

general economic conditions in the United States, Europe, Asia, or in other major markets could negatively impact our financial performance.

general economic conditions, such as a recession or economic slowdown in the United States, Europe, Asia, or in one or more of our other

major markets, could negatively affect demand for our services and our results of operations.

Under difficult economic conditions, businesses

may seek to reduce spending on our services, or shift away from our services to in-house alternatives.

encounter competition in our business, and any failure to compete effectively could adversely affect our results of operations.

anticipate that our competitors will continue to expand and aggressive expansion of our competitors or the entrance of new competitors

into our markets could have a material adverse effect on our business, results of operations and financial condition.

Acquisitions,

joint ventures or similar strategic relationships may disrupt or otherwise have a material adverse effect on our business and financial

part of our strategy, we may explore strategic acquisitions and combinations, or enter into joint ventures or similar strategic relationships.

These transactions are subject to the following risks:

Acquisitions,

joint ventures or similar relationships may cause a disruption in our ongoing business, distract our management and make it difficult

to maintain our standards, controls and procedures;

may not be able to integrate successfully the services, products, and personnel of any such transaction into our operations;

may not derive the revenue improvements, cost savings and other intended benefits of any such transaction;

may be risks, exposures and liabilities of acquired entities or other third parties with whom we undertake a transaction, that may

arise from such third parties’ activities prior to undertaking a transaction with us.

may result in significant impairment charges and may operate at losses.

We can provide no assurance that future acquisitions, joint ventures

or strategic relationships will be accretive to our business overall or will result in profitable operations.

COVID-19 pandemic could negatively impact our future operations and results.

are subject to risks and uncertainties as a result of the COVID-19 pandemic.

The extent of the impact of the COVID-19 pandemic on our

business is highly uncertain and difficult to predict, as the responses that we, other businesses and governments are taking continue

Furthermore, capital markets and economies worldwide have also been negatively impacted by the COVID-19 pandemic, and it is

possible that it could cause a local and/or global economic recession.

Policymakers around the globe have responded with fiscal policy

actions to support the healthcare industry and economy as a whole.

The magnitude and overall effectiveness of these actions remain uncertain.

severity of the impact of the COVID-19 pandemic on our business will depend on a number of factors, including, but not limited to, the

duration and severity of the pandemic and the extent and severity of the impact on our service providers and suppliers, all of which

are uncertain and cannot be predicted.

As of the date of issuance of our financial statements, the extent to which the COVID-19 pandemic

may in the future materially impact our financial condition, liquidity or results of operations is uncertain.

Certificate of Incorporation provides for indemnification of officers and directors at our expense and limits their liability, which

may result in a major cost to us and hurt the interests of our stockholders because corporate resources may be expended for the benefit

of officers and/or directors.

Certificate of Incorporation and applicable Delaware law provide for the indemnification of our directors and officers against attorney’s

fees and other expenses incurred by them in any action to which they become a party arising from their association with or activities

on our behalf.

This indemnification policy could result in substantial expenditures by us that we will be unable to recoup.

have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public

policy as expressed in the Securities Act of 1933, as amended (the “Securities Act”), and is, therefore, unenforceable.

the event that a claim for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses

incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted

by a director, officer or controlling person in connection with the securities being registered, we will (unless in the opinion of our

counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification

by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

process relating to this matter, if it were to occur, is likely to be very costly and may result in us receiving negative publicity,

either of which factors is likely to materially reduce the market and price for our shares if such a market ever develops.

Relating to Ownership of Our Common Stock

beneficial ownership by Mr.

Kessler, Executive Chairman of the Board, of our common stock and other convertible securities, will

likely limit the ability of minority stockholders to influence corporate matters.

Kessler, Executive Chairman of the Board, is the beneficial owner of a substantial amount of the issued and outstanding shares

of the Company’s common stock, Series A Convertible Preferred Stock, stock options and warrants, and a secured convertible debenture,

and beneficially owns approximately 81% of the shares of our Common Stock.

As a result, Mr.

Kessler has significant influence over most

matters that require approval by our stockholders, including the election of directors and approval of significant corporate transactions,

even if other stockholders oppose them.

This concentration of ownership might also have the effect of delaying or preventing a change

of control of our Company that other stockholders may view as beneficial.

order to raise sufficient funds to expand our operations, we may have to issue additional securities at prices which may result in substantial

dilution to our shareholders.

we raise additional funds through the sale of equity or convertible debt, our current stockholders’ percentage ownership will be

In addition, these transactions may dilute the value of our common shares outstanding.

We may also have to issue securities

that may have rights, preferences and privileges senior to our common stock.

common stock is quoted on the OTCQB, which may have an unfavorable impact on our stock price and liquidity.

common stock is quoted on the OTCQB.

The quotation of our shares on the OTCQB may result in a less liquid market available for existing

and potential stockholders to trade shares of our Common Stock, could depress the trading price of our common stock and could have a

long-term adverse impact on our ability to raise capital in the future.

is limited liquidity on the OTCQB, which enhances the volatile nature of our equity.

fewer shares of a security are being traded on the OTCQB, volatility of prices may increase and price movement may outpace the ability

to deliver accurate quote information.

Due to lower trading volumes in shares of our Common Stock, there may be a lower likelihood that

orders for shares of our Common Stock will be executed, and current prices may differ significantly from the price that was quoted at

the time of entry of the order.

stock price is likely to be highly volatile because of our limited public float.

market price of our common stock is likely to be highly volatile because there has been a relatively thin trading market for our

stock, which causes trades of small blocks of stock to have a significant impact on our stock price.

You may not be able to resell

shares of our common stock following periods of volatility because of the market’s adverse reaction to volatility.

factors that could cause such volatility may include, among other things:

actual or anticipated fluctuations in our operating

the absence of securities analysts covering us and distributing research and recommendations about us;

overall stock

market fluctuations;

market price of our common stock is likely to be highly volatile because there has been a relatively thin trading market for our stock,

which causes trades of small blocks of stock to have a significant impact on our stock price.

You may not be able to resell shares of

our Common Stock following periods of volatility because of the market’s adverse reaction to volatility.

Other factors that could

cause such volatility may include, among other things:

actual or anticipated fluctuations in our operating results;

the absence of securities

analysts covering us and distributing research and recommendations about us;

overall stock market fluctuations;

economic conditions generally;

announcements concerning our business or those of our competitors;

to raise capital when we require it, and to raise such capital on favorable terms;

our ability to raise capital when we require it, and to raise such

capital on favorable terms;

conditions or trends in the industry;

changes in market valuations of other similar companies;

announcements by us or our competitors of significant contracts, acquisitions,

strategic partnerships or joint ventures;

future sales of common stock;

announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships or joint ventures;

of common stock;

actions initiated by the SEC or other regulatory bodies;

and general market conditions.

Any of these factors could have a significant and adverse impact on the market price of our common

These broad market fluctuations may adversely affect the trading price of our common stock.

ownership by Paul Kessler of our common stock will likely limit your ability to influence corporate matters.

Paul Kessler, one of our directors, is the beneficial owner of a substantial amount of the issued and outstanding shares of the

Company’s common stock.

As a result, our Mr.

Kessler has significant influence over most matters that require approval by

our stockholders, including the election of directors and approval of significant corporate transactions, even if other stockholders

This concentration of ownership might also have the effect of delaying or preventing a change of control of our Company

that other stockholders may view as beneficial.

order to raise sufficient funds to expand our operations, we may have to issue additional securities at prices which may result

in substantial dilution to our shareholders.

we raise additional funds through the sale of equity or convertible debt, our current stockholders’

percentage ownership

will be reduced.

In addition, these transactions may dilute the value of our common shares outstanding.

We may also have to issue

securities that may have rights, preferences and privileges senior to our common stock.

Any of these factors could have

a significant and adverse impact on the market price of our common stock.

These broad market fluctuations may adversely affect the trading

price of our common stock.

common stock may be subject to significant price volatility which may have an adverse effect on your ability to liquidate your investment

in our common stock.

market for our common stock may be characterized by significant price volatility when compared to seasoned issuers, and we expect that

our share price will be more volatile than a seasoned issuer for the indefinite future.

The potential volatility in our share price is

attributable to a number of factors.

First, our common shares may be sporadically and/or thinly traded.

As a consequence of this lack

of liquidity, the trading of relatively small quantities of shares by our stockholders may disproportionately influence the price of

those shares in either direction.

The price for our shares could, for example, decline precipitously in the event that a large number

of our common shares are sold on the market without commensurate demand, as compared to a seasoned issuer that could better absorb those

sales without adverse impact on its share price.

Secondly, an investment in us is a speculative or “risky” investment due

to our lack of meaningful profits to date and uncertainty of future profits.

As a consequence of this enhanced risk, more risk-adverse

investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined

to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer.

stock is thinly traded, so an investor may be unable to sell at or near ask prices or at all.

shares of our common stock are traded on the OTCBB and OTCQB and are thinly traded, meaning that the number of persons interested

in purchasing our common stock at or near ask prices at any given time may be relatively small or non-existent.

This situation

is attributable to a number of factors, including the fact that we are a smaller reporting company that is relatively unknown

to stock analysts, stockbrokers, institutional investors and others in the investment community who generate or influence sales

Even in the event that we come to the attention of such persons, they would likely be reluctant to follow an unproven

company such as ours or purchase or recommend the purchase of our shares until such time as we become more seasoned and viable.

As a consequence, our stock price may not reflect an actual or perceived value.

Also, there may be periods of several days or

more when trading activity in our shares is minimal or non-existent, as is currently the case, as compared to a seasoned issuer

that has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect

on share price.

A broader or more active public trading market for our common shares may not develop or if developed, may not

be sustained.

Due to these conditions, you may not be able to sell your shares at or near ask prices or at all if you need money

or otherwise desire to liquidate your shares.

there is a limited public market for our securities, and there can be no assurances that any public market will ever develop and,

even if developed, it is likely to be subject to significant price fluctuations.

have a trading symbol for our common stock, namely ‘WIZD’.

shares of our Common Stock are traded on the OTCQB and are thinly traded, meaning that the number of persons interested in purchasing

our common stock at or near ask prices at any given time may be relatively small or non-existent.

This situation is attributable to a

number of factors, including the fact that we are a smaller reporting company that is relatively unknown to stock analysts, stockbrokers,

institutional investors and others in the investment community who generate or influence sales volume.

Even in the event that we come

to the attention of such persons, they would likely be reluctant to follow an unproven company such as ours or purchase or recommend

the purchase of our shares until such time as we become more seasoned and viable.

As a consequence, our stock price may not reflect an

actual or perceived value.

Also, there may be periods of several days or more when trading activity in our shares is minimal or non-existent,

as is currently the case, as compared to a seasoned issuer that has a large and steady volume of trading activity that will generally

support continuous sales without an adverse effect on share price.

A broader or more active public trading market for our common shares

may not develop or if developed, may not be sustained.

Due to these conditions, you may not be able to sell your shares at or near ask

prices or at all if you need money or otherwise desire to liquidate your shares.

there is a limited public market for our securities, and there can be no assurances that any public market will ever develop and, even

if developed, it is likely to be subject to significant price fluctuations.

have a trading symbol for our common stock, namely ‘CRKR’.

However, our stock has been thinly traded, if at all.

6 unchanged sentences

generally result in lower price volatility and more efficient execution of buy and sell orders for investors.

our common stock is fully distributed and an orderly market develops in our common stock, if ever, the price at which it trades

is likely to fluctuate significantly.

Prices for our common stock will be determined in the marketplace and may be influenced

by many factors, including the depth and liquidity of the market for shares of our common stock, developments affecting our business,

including the impact of the factors referred to elsewhere in these risk factors, investor perception of our Company and general

economic and market conditions.

No assurances can be given that an orderly or liquid market will ever develop for the shares of

our common stock.

are subject to the “penny stock rules”

which will make our securities more difficult to sell.

are subject to the SEC’s “penny stock”

rules because our securities sell below $5.00 per share.

our common stock is fully distributed and an orderly market develops in our common stock, if ever, the price at which it trades is likely

to fluctuate significantly.

Prices for our common stock will be determined in the marketplace and may be influenced by many factors,

including the depth and liquidity of the market for shares of our Common Stock, developments affecting our business, including the impact

of the factors referred to elsewhere in these risk factors, investor perception of our Company and general economic and market conditions.

No assurances can be given that an orderly or liquid market will ever develop for the shares of our Common Stock.

cannot predict the extent to which an active public trading market for our common stock will develop or be sustained.

If an active public

trading market does not develop or cannot be sustained, you may be unable to liquidate your investment in our common stock.

cannot predict the extent to which an active public market for our common stock will develop or be sustained due to a number of factors,

including the fact that we are a small company that is relatively unknown to stock analysts, stock brokers, institutional investors,

and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons,

they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of

our shares of common stock until such time as we became more seasoned and viable.

As a consequence, there may be periods of several days

or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady

volume of trading activity that will generally support continuous sales without an adverse effect on share price.

We cannot give you

any assurance that an active public trading market for our common stock will develop or be sustained.

If such a market cannot be sustained,

you may be unable to liquidate your investment in our common stock.

factors which could cause volatility in the market price of our common stock include, but are not limited to:

or anticipated fluctuations in our financial condition and operating results or those of companies perceived to be similar to us;

or anticipated changes in our growth rate relative to our competitors;

success and market acceptance of blockchain, Bitcoin and other cryptocurrencies;

by our competitors, such as new business initiatives, acquisitions and divestitures;

transactions undertaken by us;

of new businesses and opportunities into our existing business;

implementation

of new technologies in the industry;

or departures of key personnel;

economic conditions;

of our common stock by our officers, directors or significant stockholders;

actions taken by our stockholders;

sales or issuances of equity or debt securities by us;

disruptions caused by earthquakes, tornadoes or other natural disasters;

proceedings involving our company, our industry or both;

in market valuations of companies similar to ours;

prospects of the industry in which we operate;

risks, uncertainties and factors described in this Annual Report on Form 10-K.

are subject to the “penny stock rules” which will make our securities more difficult to sell.

are subject to the SEC’s “penny stock” rules because our securities sell below $5.00 per share.

The penny stock rules

require broker-dealers to deliver a standardized risk disclosure document prepared by the SEC which provides information about penny

stocks and the nature and level of risks in the penny stock market.

The broker-dealer must also provide the customer with current bid

and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson, and monthly account statements showing

the market value of each penny stock held in the customer’s account.

In addition, the bid and offer quotations, and the broker-dealer

and salesperson compensation information must be given to the customer orally or in writing prior to completing the transaction and must

be given to the customer in writing before or with the customer’s confirmation.

the penny stock rules require that prior to a transaction, the broker dealer must make a special written determination that the penny

stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction.

The penny stock

rules require broker-dealers to deliver a standardized risk disclosure document prepared by the SEC which provides information

about penny stocks and the nature and level of risks in the penny stock market.

The broker-dealer must also provide the customer

with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson, and monthly

account statements showing the market value of each penny stock held in the customer’s account.

In addition, the bid and

offer quotations, and the broker-dealer and salesperson compensation information must be given to the customer orally or in writing

prior to completing the transaction and must be given to the customer in writing before or with the customer’s confirmation.

the penny stock rules require that prior to a transaction, the broker dealer must make a special written determination that the

penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction.

The penny stock rules are burdensome and may reduce purchases of any offerings and reduce the trading activity for our securities.

As long as our securities are subject to the penny stock rules, the holders of such securities will find it more difficult to

sell their securities.

are not likely to pay cash dividends in the foreseeable future.

currently intend to retain any future earnings for use in the operation and expansion of our business.

Accordingly, we do not

expect to pay any cash dividends in the foreseeable future but will review this policy as circumstances dictate.

rules are burdensome and may reduce purchases of any offerings and reduce the trading activity for our securities.

As long as our securities

are subject to the penny stock rules, the holders of such securities will find it more difficult to sell their securities.

have not paid cash dividends in the past and do not expect to pay cash dividends in the foreseeable future.

Any return on your investment

may be limited to increases in the market price of our common stock.

have never paid cash dividends on our common stock and do not anticipate paying cash dividends on our common stock in the foreseeable

The payment of dividends on our common stock will depend on our earnings, financial condition and other business and economic

factors affecting us at such time as the board of directors may consider relevant.

If we do not pay dividends, our common stock may be

less valuable because a return on your investment might only occur if the market price of our common stock appreciates.

board of directors has broad discretion to issue additional securities.

are entitled under our certificate of incorporation to issue up to 100,000,000 shares of common stock and 5,000,000 shares of preferred

stock, although these amounts may change in the future subject to stockholder approval.

Shares of our preferred stock provide our board

of directors’ broad authority to determine voting, dividend, conversion, and other rights.

Any additional stock issuances could

be made at a price that reflects a discount or premium to the then-current market price of our common stock.

In addition, in order to

raise capital, we may need to issue securities that are convertible into or exchangeable for a significant amount of our common stock.

Our board may generally issue those common and preferred shares, or convertible securities to purchase those shares, without further

approval by our stockholders.

Any preferred shares we may issue could have such rights, preferences, privileges and restrictions as may

be designated from time-to-time by our board, including preferential dividend rights, voting rights, conversion rights, redemption rights

and liquidation provisions.

We may also issue additional securities to our directors, officers, employees and consultants as compensatory

grants in connection with their services, both in the form of stand-alone grants or under our stock incentive plans.

The issuance of

additional securities may cause substantial dilution to our stockholders.

exercise of outstanding options and warrants to purchase our common stock could substantially dilute your investment.

the terms of our outstanding options and warrants to purchase our common stock issued to employees and others, the holders are given

an opportunity to profit from a rise in the market price of our common stock that, upon the exercise of the options and/or warrants,

could result in dilution in the interests of our other stockholders.

market price of our common stock and the value of your investment could substantially decline if our warrants or options are exercised

and our common stock is issued and resold into the market, or if a perception exists that a substantial number of shares will be issued

upon exercise of our warrants and option and then resold into the market.

the exercise prices of our warrants or options are lower than the price at which you made your investment, immediate dilution of the

value of your investment will occur.

In addition, sales of a substantial number of shares of common stock issued upon exercise of our

warrants and options, or even the perception that such sales could occur, could adversely affect the market price of our common stock.

You could, therefore, experience a substantial decline in the value of your investment as a result of both the actual and potential exercise

of our warrants or options.

to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 could result in

a restatement of our financial statements, cause investors to lose confidence in our financial statements and our company and have a

material adverse effect on our business and stock price.

produce our financial statements in accordance with accounting principles generally accepted in the United States, or GAAP.

internal controls are necessary for us to provide reliable financial reports to help mitigate the risk of fraud and to operate successfully

as a publicly traded company.

As a public company, we are required to document and test our internal control procedures in order to satisfy

the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404.

Further, Section 404 requires annual management assessments

of the effectiveness of our internal controls over financial reporting.

and maintaining internal controls can divert our management’s attention from other matters that are important to our business.

We may not be able to conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with

If we are unable to conclude that we have effective internal controls over financial reporting, investors could lose confidence

in our reported financial information and our company, which could result in a decline in the market price of our common stock, and cause

us to fail to meet our reporting obligations in the future, which in turn could impact our ability to raise additional financing if needed

in the future.

Related to the Price of Bitcoin

trading price of shares of our Common Stock has appeared at times to have a correlation with the trading price of Bitcoin, which may

be subject to pricing risks, including “bubble” type risks, and has historically been subject to wide swings.

the trading price of our common stock has appeared to have a correlation with the trading price of Bitcoin.

Specifically, we have experienced

adverse effects on our stock price when the value of Bitcoin has fallen, and we may experience similar outcomes if our stock price tracks

the general status of that cryptocurrency.

Furthermore, if the market for Bitcoin company stocks or the stock market in general experiences

a loss of investor confidence, the trading price of our stock could decline for reasons unrelated to our business, operating results

or financial condition.

The trading price of our common stock could be subject to arbitrary pricing factors that are not necessarily

associated with traditional factors that influence stock prices or the value of non-cryptocurrency assets such as revenue, cash flows,

profitability, growth prospects or business activity levels since the value and price, as determined by the investing public, may be

influenced by future anticipated adoption or appreciation in value of cryptocurrencies or blockchains generally, factors over which we

have little or no influence or control.

may face risks of Internet disruptions, which could have an adverse effect on the price of cryptocurrencies.

disruption of the Internet may affect the use of cryptocurrencies and subsequently the value of our securities.

Generally, cryptocurrencies

and our business of mining cryptocurrencies is dependent upon the Internet.

A significant disruption in Internet connectivity could disrupt

a currency’s network operations until the disruption is resolved and have an adverse effect on the price of cryptocurrencies and

our ability to mine cryptocurrencies.

impact of geopolitical and economic events on the supply and demand for cryptocurrencies is uncertain.

crises may motivate large-scale purchases of Bitcoin and other cryptocurrencies, which could increase the price of Bitcoin and other

cryptocurrencies rapidly.

This may increase the likelihood of a subsequent price decrease as crisis-driven purchasing behavior dissipates,

adversely affecting the value of our inventory following such downward adjustment.

Such risks are similar to the risks of purchasing

commodities in general uncertain times, such as the risk of purchasing, holding or selling gold.

Alternatively, as an emerging asset

class with limited acceptance as a payment system or commodity, global crises and general economic downturn may discourage investment

in cryptocurrencies as investors focus their investment on less volatile asset classes as a means of hedging their investment risk.

and/or widespread use of cryptocurrency is uncertain.

is a relatively limited use of any cryptocurrency in the retail and commercial marketplace, thus contributing to price volatility that

could adversely affect an investment in our securities.

Banks and other established financial institutions may refuse to process funds

for cryptocurrency transactions, process wire transfers to or from cryptocurrency exchanges, cryptocurrency-related companies or service

providers, or maintain accounts for persons or entities transacting in cryptocurrency.

The relative lack of acceptance of cryptocurrencies

in the retail and commercial marketplace, or a reduction of such use, limits the ability of end users to use them to pay for goods and

Such lack of acceptance or decline in acceptance could have a material adverse effect on our ability to continue as a going

concern or to pursue our new strategy at all, which could have a material adverse effect on our business, prospects or operations and

potentially the value of Bitcoin or any other cryptocurrencies we mine or otherwise acquire or hold for our own account.

markets for Bitcoin may be under-regulated and, as a result, the market price of Bitcoin may be subject to significant volatility or

manipulation, which could decrease consumer confidence in cryptocurrencies and have a materially adverse effect on our business and results

of operations.

Cryptocurrencies

that are represented and trade on a ledger-based platform and those who hold them may not enjoy the same benefits as traditional securities

available on trading markets and their investors.

Stock exchanges have listing requirements and vet issuers, requiring them to be subjected

to rigorous listing standards and rules, and monitor investors transacting on such platform for fraud and other improprieties.

conditions may not necessarily be replicated on a distributed ledger platform, depending on the platform’s controls and other policies.

The more lax a distributed ledger platform is about vetting issuers of cryptocurrency assets or users that transact on the platform,

the higher the potential risk for fraud or the manipulation of the ledger due to a control event.

We believe that Bitcoin is not a security

under federal and state law.

and other cryptocurrency market prices have historically been volatile, are impacted by a variety of factors, and are determined primarily

using data from various exchanges, over-the-counter markets and derivative platforms.

Furthermore, such prices may be subject to factors

such as those that impact commodities, more so than business activities, which could be subjected to additional influence from fraudulent

or illegitimate actors, real or perceived scarcity, and political, economic, regulatory or other conditions.

Pricing may be the result

of, and may continue to result in, speculation regarding future appreciation in the value of cryptocurrencies, or our share price, making

their market prices more volatile or creating “bubble” type risks for both Bitcoin and shares of our Common Stock.

factors may inhibit consumer trust in and market acceptance of cryptocurrencies as a means of exchange which could have a material adverse

effect on our business, prospects, or operations and potentially the value of any Bitcoin or other cryptocurrencies we mine or otherwise

may be illegal now, or in the future, to acquire, own, hold, sell or use Bitcoin, ether, or other cryptocurrencies, participate in blockchains

or utilize similar cryptocurrency assets in one or more countries, the ruling of which would adversely affect us.

currently cryptocurrencies generally are not regulated or are lightly regulated in most countries, several countries continue taking

regulatory actions in the future that could severely restrict the right to acquire, own, hold, sell or use these cryptocurrency assets

or to exchange for fiat currency.

Such restrictions may adversely affect us as the large-scale use of cryptocurrencies as a means of

exchange is presently confined to certain regions globally.

Such circumstances could have a material adverse effect on us, which could

have a material adverse effect on our business, prospects or operations and potentially the value of any Bitcoin or other cryptocurrencies

we mine or otherwise acquire or hold for our own account, and thus harm investors.

cryptocurrencies may be subject to loss, theft or restriction on access.

is a risk that some or all of our cryptocurrencies could be lost or stolen.

Access to our cryptocurrency assets could also be restricted

by cybercrime.

Hackers or malicious actors may launch attacks to steal, compromise or secure cryptocurrencies, The loss or destruction

of a private key required to access our digital wallets may be irreversible and we may be denied access for all time to our cryptocurrency

holdings or the holdings of others held in those compromised wallets.

Our loss of access to our private keys or our experience of a data

loss relating to our digital wallets could adversely affect our investments and assets.

Such events could have a material adverse effect

on our business.

has forked multiple times and additional forks may occur in the future which may affect the value of Bitcoin we hold or mine.

the extent that a significant majority of users and mining companies on a cryptocurrency network install software that changes the cryptocurrency

network or properties of a cryptocurrency, including the irreversibility of transactions and limitations on the mining of new cryptocurrency,

the cryptocurrency network would be subject to new protocols and software.

However, if less than a significant majority of users and

mining companies on the cryptocurrency network consent to the proposed modification, and the modification is not compatible with the

software prior to its modification, the consequence would be what is known as a “fork” of the network, with one prong running

the pre-modified software and the other running the modified software.

The effect of such a fork would be the existence of two versions

of the cryptocurrency running in parallel yet lacking interchangeability and necessitating exchange-type transaction to convert currencies

between the two forks.

Additionally, it may be unclear following a fork which fork represents the original cryptocurrency and which is

the new cryptocurrency.

Different metrics adopted by industry participants to determine which is the original asset include:

to the wishes of the core developers of a cryptocurrency, blockchains with the greatest amount of hashing power contributed by miners

or validators;

or blockchains with the longest chain.

A fork in the network of a particular cryptocurrency could adversely affect an

investment in our securities or our ability to operate.

August 1, 2017, Bitcoin’s blockchain was forked multiple times creating alternative versions of the cryptocurrency such as Bitcoin

Cash, Bitcoin Gold and Bitcoin SV.

The forks resulted in a new blockchain being created with a shared history, and a new path forward.

The value of the newly created versions including Bitcoin Cash, Bitcoin Gold and Bitcoin SV may or may not have value in the long run

and may affect the price of Bitcoin if interest is shifted away from Bitcoin to the newly created cryptocurrencies.

The value of Bitcoin

after the creation of a fork is subject to many factors including the value of the fork product, market reaction to the creation of the

fork product, and the occurrence of forks in the future.

As such, the value of Bitcoin could be materially reduced if existing and future

forks have a negative effect on Bitcoin’s value.

or fraudulent cryptocurrency transactions may be irreversible.

Cryptocurrency

transactions are irrevocable and stolen or incorrectly transferred cryptocurrencies may be irretrievable.

As a result, any incorrectly

executed or fraudulent cryptocurrency transactions could have a material adverse effect on our ability to continue as a going concern

or to pursue our new strategy at all, which could have a material adverse effect on our business, prospects or operations of and potentially

the value of any Bitcoin or other cryptocurrencies we mine or otherwise acquire or hold for our own account.

Cryptocurrencies,

including those maintained by or for us, may be exposed to cybersecurity threats and hacks.

in cryptocurrency codes may be exposed by malicious actors.

Several errors and defects have been found previously, including those that

disabled some functionality for users and exposed users’ information.

Exploitations of flaws in the source code that allow malicious

actors to take or create money have previously occurred.

Our devices, as well as our miners, computer systems and those of third parties

that we use in our operations, are vulnerable to cyber security risks, including cyber-attacks such as viruses and worms, phishing attacks,

denial-of-service attacks, physical or electronic break-ins, employee theft or misuse, and similar disruptions from unauthorized tampering

with our miners and computer systems or those of third parties that we use in our operations.

Such events could have a material adverse

effect on our business, prospects or operations and potentially the value of any Bitcoin or other cryptocurrencies we mine or otherwise

acquire or hold for our own account.

Unresolved Staff Comments

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-K

Item 1A. Risk Factors