What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2022-03-31 compared with 2021-03-29 · 104 added, 643 removed, 1 unchanged (100% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Reverse Stock Split

Following the board of directors approval,

the Company filed a Certificate of Change to its Articles of Incorporation (the “Amendment”), with the Secretary of

State of the State of Delaware to effectuate a one-for-twenty (1:20) reverse stock split (the “Reverse Stock Split”)

for all classes of its stock, par value $0.0001 per share, without any change to its par value.

The Amendment became effective

on January 23, 2020.

No fractional shares were issued in connection with the Reverse Stock Split as all fractional shares were

“rounded up”

to the next whole share.

All share and per share amounts for the

common stock have been retroactively restated to give effect to the reverse splits.

Market Information

shares of common stock are currently quoted on the OTCBB and OTCQB under the symbol “WIZD”.

following table sets forth the high and low bid price for our common stock for each quarter during the past two fiscal years.

All prices for the calendar quarters during the fiscal year ended December 31, 2020, reflect the impact of the 1 for 20 reverse

split of our common stock that went into effect on February 27, 2020.

The prices reflect inter-dealer quotations, do not include

retail mark-ups, markdowns or commissions and do not necessarily reflect actual transactions.

Quote information was obtained from

Yahoo Finance.

January 1, 2019 through March 31, 2019

April 1, 2019 through June 30, 2019

July 1, 2019 through September 30, 2019

October 1, 2019 through December 31, 2019

January 1, 2020 through March 31, 2020

April 1, 2020 through June 30, 2020

July 1, 2020 through September 30, 2020

October 1, 2020 through December 31, 2020

March 24, 2021, the stock closed at $5.10.

of March 31, 2021, a total of 3,506,752 shares of the Company’s common stock were outstanding and held by 29 shareholders

This figure does not take into account those shareholders whose certificates are held in the name of broker-dealers

or other nominees.

have not declared or paid any dividends on our common stock and intend to retain any future earnings to fund the development and

growth of our business.

Therefore, we do not anticipate paying dividends on our common stock for the foreseeable future.

are no restrictions on our present ability to pay dividends to stockholders of our common stock, other than those prescribed by

Delaware law.

Stock Transfer, LLC

Lafayette Place

Sales of Unregistered Securities

were no sales of unregistered securities during the fiscal quarter ended December 31, 2020.

All sales of unregistered securities

prior to the fiscal quarter ended December 31, 2020, have been disclosed in prior periodic filings made with the Securities and

Exchange Commission.

Sales Practice Requirements with Regard to “Penny Stocks”

protect investors from patterns of fraud and abuse that have occurred in the market for low priced securities commonly referred

to as “penny stocks,”

the SEC has adopted regulations that generally define a “penny stock”

equity security having a market price (as defined) less than $5.00 per share, or an exercise price of less than $5.00 per share,

subject to certain exceptions.

Our stock is subject to the “penny stock”

regulations during periods in which the price

is below $5.00 per share.

During any such periods, broker-dealers selling our common stock are subject to additional sales practices

when they sell our stock to persons other than established clients and “accredited investors.”

For transactions covered

by these rules, before the transaction is executed, the broker-dealer must make a special customer suitability determination,

receive the purchaser’s written consent to the transaction and deliver a risk disclosure document relating to the penny

stock market.

The broker-dealer must also disclose the commission payable to both the broker-dealer and the registered representative

taking the order, current quotations for the securities and, if applicable, the fact that the broker-dealer is the sole market

maker and the broker-dealer’s presumed control over the market.

Monthly statements must be sent disclosing recent price

information for the penny stock held in the account and information on the limited market in penny stocks.

Such “penny stock”

rules may restrict trading in our common stock and may deter broker-dealers from effecting transactions in our common stock.

Selected Financial Data

The Company is a “smaller reporting company”

and not subject to the Selected Financial Data requirement

Management’s Discussion and Analysis of Financial Condition and Results of Operations

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

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

THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS

THAT RELATE TO FUTURE EVENTS OR OUR FUTURE FINANCIAL PERFORMANCE.

THESE STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES

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

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

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

AND “RISK

FACTORS”

AND THOSE INCLUDED ELSEWHERE IN THIS REPORT.

intend that this discussion will provide information that will assist in understanding our financial statements, the changes in

certain key items in those financial statements, and the primary factors that accounted for those changes, as well as how certain

accounting principles affect our financial statements.

This discussion should be read in conjunction with our financial statements

and accompanying notes for the years ended December 31, 2020 and 2019, included elsewhere in this report.

to the onset of the age of Covid-19 the Company produced live pop culture conventions (“Comic Conventions”) across

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

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

Our Comic Conventions have provided an opportunity for companies

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

advertising, and sponsorship efforts.

However, at present, because of the substantial uncertainties concerning the course and

scope of the current situation with the Covid-19 virus, it is currently clear that no live events will be produced by the Company

during Q4 of 2020.

It is presently unknowable how long the current situation with Covid-19 will continue and what impact the Covid-19

situation will ultimately have upon the Company.

Because of the Covid-19 situation, the Company has not been able to produce a

live event since March 8, 2020 in Cleveland, Ohio.

Events that had been planned for 2020 have been postponed into 2021.

no live events are scheduled for the remainder of 2020.

Live events are scheduled for New Orleans and Philadelphia in January

However, at this point it is unknowable if such scheduled events can take place or not, with the determination being solely

dependent on the progression of the Covid-19 virus, and the imposition of governmental authority either allowing or disallowing

the mounting of live events.

the unprecedented challenges experienced by the global economy this past year, the Company’s businesses, specifically the

live events and hospitality industries (in which the Jevo machine plays), weathered the seismic shift in March when live events

and many hospitality venues shut down due to COVID.

Despite the decimation of these sectors, we successfully pivoted our business

models to continue to bring in steady revenue while expanding our consumer base.

The businesses of the Company currently consist

(i) Live Event Comic Conventions, (ii) Virtual pop-culture events, (iii) Sales of memorabilia and collectibles;

Manufacturing and sale of the Jevo appliance.

we move into 2021, our strategies continue to evolve.

The Company is repositioning its approach:

after completing

over 200 streaming virtual online events, Wizard Virtual will continue to create and build global interactive online communities

for affinity groups by sourcing, producing, marketing, and streaming exclusive proprietary events and Signature Series content.

At Jevo, we’re introducing the machine into new verticals - all actions that should help us thrive in a still-uncertain

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

collectibles where various objects (including pictures, music and video) are digitized.

The digital version of the object is sold

as a unique, blockchain-authenticated collectible.

recent months many companies have entered this space.

However, Wizard Brands, Inc., because of its existing enterprises, is perhaps

uniquely situated to enter the NFT marketplace on a scale at which no other new market entrant into this space can achieve.

the NFT market is currently gaining considerable attention in the press, and is achieving traction with consumers, it is impossible

to know the ultimate size and significance of the NFT marketplace.

Brands, Inc., having captured thousands of hours of video elements, consisting of millions of desirable frames of content,

and possessing an extensive collection of celebrity collectables and its current market position in the pop-culture consumer

products, is likely very favorably-positioned to attract attention and market share as it enters this sector.

Additionally, the

fan base that comprises Wizard’s largest constituency is already active in the digital space and the brand extension into

digital collectibles is a natural progression into a new and vibrant marketplace.

Because Wizard already owns content,

and has the marketing and distribution apparatus already in place, the potential for the Company to realize impressive

margins in the NFT space is manifest.

largely to the enormous changes in society during the past year, online activity and connection through virtual communities are

more important than ever.

We see great opportunity to build on our established equity as the online destination for like-minded

affinity groups.

Through its digital initiatives Wizard Brands

desires to become the online destination for affinity groups to gain behind-the-scenes and unique experiences they can’t

otherwise access.

we continue to grow of Subscription Series, subjects that we are currently sourcing and looking to produce as Signatures Series

will include:

Teams (professional and collegiate);

Basketball, Baseball, Hockey, etc.;

racing and enthusiasts;

/ Comic series / CosPlay.

who participates in the Signature Series will benefit:

from the fans who gain direct, personal, and interactive access to talent

and influencers, to the talent and influencers who will realize vast opportunities (including financial) to connect and expand

their fan bases.

Wizard Virtual, which will own content, collect live and residual income and constantly generate new merchandising

opportunities, will see its affinity communities continue to grow as we expand our offerings.

opportunities these Signature Series will open up to monetization are highly compelling.

From collectors’

items to limited

release products, from insider access to early release products to retail tie-ins, sponsorships and advertising —

the possibilities

are exponential.

we continue to develop our subscription-based series model for our intensely engaged and loyal communities, we aim to achieve

five objectives:

and residual revenue;

product sales and cross-promotions with other businesses;

for influencers to increase their base, earn money, and amplify their message;

grow our base of consumers to whom we can market content, merchandise, and experiences;

content library across a wide swath of interests.

objective is to continue to create an expanded and qualitatively enhanced digital presence to leverage the Company’s digital

extensions to become a dominant voice and destination for pop culture enthusiasts across multiple media platforms.

of our strategy include:

high quality Comic Conventions events across the United States to entertain fans and to allow for promotion of consumer products

and entertainment;

rich content and leveraging the content created at the Comic Conventions through digital media outlets such as websites, apps,

emails, newsletters, Facebook, Twitter, Instagram and YouTube, among others, and producing new virtual experiences;

sponsorships and promotions from media and entertainment companies for our Comic Conventions, including:

(i) expanding our

relationships with entertainment and media companies;

and (ii) Continue efforts to control all costs including corporate overhead

and convention production costs.

during 2019 and 2020, the Company has utilized internal controls, operating procedures and techniques to control costs.

operating changes have included staff cuts and the realignment of various operating functions within the Company.

of Operations

of Statements of Operations for the Years Ended December 31, 2020 and 2019:

December 31, 2020

December 31, 2019

Cost of revenues

Operating expenses

Loss from operations

$ (1,317,018 )

$ (1,857,406 )

Other expenses

Net loss attributable to common shareholder

$ (1,854,609 )

$ (2,161,855 )

Loss per common share –

was $10,578,316 for the year ended December 31, 2019, as compared to $4,518,163 for the comparable period ended December 31, 2020,

a decrease of $6,060,153.

The decrease is revenue was a result of the impact of Covid-19 on the ability of Company to produce

Of the total revenue for the year, $2,610,123 was derived from the live events we were able to hold during the first

fiscal quarter and $1,915,744 was derived from other sources of revenue we were able to develop during the balance of the year.

of the Covid-19 situation the Company produced no live events during the Second, Third, and Fourth Quarters of 2020.

Company, commencing on March 31, 2020 commenced the production of virtual events.

Between March 31, 2020 and December 31, 2020

present, the Company has produced approximately 200 virtual events.

For the year revenue from the virtual events was $1,466,714.

addition to the virtual events that were produced, the Company also engaged in e-commerce through the Wizard World Vault and on

the eBay platform.

During the year, the revenue contributed by e-commerce was $412,325.

revenue was $2,610,123 for the year ended December 31, 2020 as compared to $10,578,316 for the comparable period a decrease of

During the year ended December 31, 2020, the Company produced a total of 3 shows compared to 14 events in the year

ended December 31, 2019.

As noted above, the Company produced no live shows during the Second, Third and Fourth Quarters.

profit percentage, after considering cost of revenues, increased to 33.5% during the year ended December 31, 2020, up from 8.6%

during the year ended December 31, 2019.

The gross profit percentage increase was attributable in part to the significantly lower

operating costs of operating virtual events and e-commerce versus live events.

Paycheck Protection Program

On March 27, 2020 the Coronavirus Aid,

Relief, and Economic Security Act (the “

CARES Act ”) was enacted and included a provision for the Small Business

Administration (“

SBA ”) to implement its Paycheck Protection Program (“

PPP ”).

The PPP provides

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

Funds received

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

Subject to certain criteria being met, all or

a portion of the loan may be forgiven.

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

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

Any unforgiven balance of loan principal

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

remaining 18-months of the loan term.

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

The Company expects

to use the loan proceeds as permitted and apply for and receive forgiveness for the entire loan amount.

As of September 30, 2020,

the outstanding balance under the loan was $197,600.

Small Business Administration Loan

On June 9, 2020, the Company executed a

loan agreement with the SBA.

The Company received aggregate proceeds of $149,900 under the loan which shall accrue interest at

a rate of 3.75% and will mature in June 2050.

As of September 30, 2020, the outstanding balance under the loan was $149,900.

expenses for the year ended December 31, 2019, were $2,762,037, as compared to $2,828,606 for the year ended December 31, 2020.

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

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

These increases were offset by a decrease

in employee salaries and benefits.

General and administrative expenses increased by $183,044 from the comparative period of the

from Operations

from operations for the year ended December 31, 2019, was $1,857,406 as compared to a loss from operations of $1,317,018 for the

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Information and Approximate Number of Holders of Common Stock

common stock is quoted on the OTCQB under the symbol “CRKR.” The following table sets forth, for the periods indicated, the

reported high and low bid quotations for our common stock as reported on the OTCQB.

The bid prices reflect inter-dealer quotations, do

not include retail markups, markdowns, or commissions, and do not necessarily reflect actual transactions.

Year Ended December 31, 2021:

The positive variance was primarily attributable to the transition from producing live events to

producing virtual events and establishing the e-commerce operations, as well as costs associated with the acquisition of the Jevo

operating unit and the assimilation of the Jevo unit into the Company.

expenses for the year ended December 31, 2020 was $623,383, as compared to $304,449 for the year ended December 31, 2019.

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

Loss Attributable to Common Stockholder

loss attributable to common stockholders for the year ended December 31, 2020, was $1,854,609 or loss per basic share of $0.53,

compared to a net loss of $2,161,855 or loss per basic share of $0.62, for the year ended December 31, 2019.

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

Other than the foregoing, management

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

of operations.

and Capital Resources

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

December 31, 2020

December 31, 2019

Increase/(Decrease)

Current Assets

$ (1,000,435 )

Current Liabilities

Working Capital (Deficit)

$ (4,848,375 )

$ (4,485,857 )

December 31, 2020, we had a working capital deficit of $4,848,375 as compared to working capital deficit of $4,485,857, at December

31, 2019, a change of $362,518.

The change in working capital is primarily attributable to a decrease in cash and cash equivalents

and prepaid convention expenses and an increase in inventory, accounts payable and accrued expenses offset by a decrease in unearned

cash used in operating activities for the year ended December 31, 2020 and 2019 was $1,070,718 and $705,603, respectively.

net loss for the year ended December 31, 2020 and 2019, was $1,940,401 and $2,161,855, respectively.

Concern Analysis

Company had a loss from operations of $1,317,018 and $1,857,406 for the years ended December 31, 2020 and 2019, respectively.

On December 31, 2020, we had cash and cash equivalents of approximately $1.9 million and a working capital deficit of $4.8 million.

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

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

However, the Company believes

that the effects of its cost savings efforts with regard to corporate overhead and show production expenses together with the

initiation of virtual activities and e-commerce, will guide the Company in a positive direction as we continue to strive to attain

profitability.

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

At present it is unclear how many live events will actually be produced by the Company in 2021.

It is presently unknowable

how long the current situation with Covid-19 will continue and what impact the Covid-19 situation will ultimately have upon the

Company in 2020 and 2021.

At this point, the Company has postponed all of the live shows that it has scheduled for 2020.

face of the impact of Covid-19 on live events generally, the Company has focused on producing virtual events.

The first such virtual

event was an interactive fan experience which took place on March 31, 2020 and since that time the Company has produced approximately

150 virtual events.

In addition, the Company has moved into e-commerce with online sales of collectables and the creation of the

“Wizard World Vault”

as a site for consumers to purchase pop-culture memorabilia and collectables.

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

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

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

December 19, 2019, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Barlock

2019 Fund, LP (the “Purchaser”), for the sale of the Company’s securities, comprised of (I) a $2,500,000 convertible

debenture, convertible at a price of $2.50 per share, and (ii) warrants to acquire 300,000 shares of the Company’s common

stock at an exercise price of $2.50 per share.

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

contained in the securities.

As a condition to Purchaser entering into the Purchase Agreement, the Company entered into a security

agreement in favor of the Purchaser, granting a security interest in substantially all of the property of the Company, whether

presently owned or existing or hereafter acquired or coming into existence, including but not limited to, its ownership interests

in its subsidiaries, to secure the prompt payment, performance and discharge in full of all of the Company’s obligations

under the debenture.

The security interest is on equal footing with certain other creditors of the Company.

The Company received

$2,500,000 in cash from the offering of the securities but was required to pay out of the closing proceeds Purchaser’s attorney’s

fees in the amount of $25,000.

The Company has agreed with the Purchaser that the funds received will be restricted and utilized

only for M&A opportunities, new business ventures, brand extensions and the creation of new vertical opportunities by the

The subject debenture contains a “ratchet”

provision that adjusts the conversion rates of the notes to the

lowest rate the Company has agreed to issue stock.

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

rates the note to $0.25.

In light of the financial stress Covid-19 has placed on the Company the holder of the note has agreed

to not require payment due under the outstanding notes until December 31, 2022.

The debenture contains a “ratchet”

provisions that adjusts the conversion rate of the debenture to the lowest rate the Company has agreed to issue stock.

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

In light of the financial

stress Covid-19 has placed on the Company the holder of the debenture has agreed to not require payment due under each of the

outstanding debenture until December 31, 2022.

Additionally,

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

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

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

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

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

Therefore, the accompanying consolidated financial

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

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

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

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

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

The Company’s ability to continue

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

operating expenses.

Sheet Arrangements

of December 31, 2020, the Company had no off-balance sheet arrangements.

Accounting Policies

believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating this “Management’s

Discussion and Analysis of Financial Condition and Results of Operation.”

Critical accounting policies and practices are

those that are both most important to the portrayal of the Company’s financial condition and results and require management’s

most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters

that are inherently uncertain.

The Company’s significant and critical accounting policies and practices are disclosed below

as required by generally accepted accounting principles.

of Presentation

Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted

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

GAAP”).

of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect

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

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

Actual results could differ from those

of Consolidation

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

and Equipment

and equipment is stated at historical cost less accumulated depreciation and amortization.

Depreciation and amortization is computed

on a straight-line basis over the estimated useful lives of the assets, varying from 2 to 7 years or, when applicable, the life

of the lease, whichever is shorter.

impairment charges, if any, are included in operating expenses in the accompanying statements of operations.

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

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

intangible assets are expected to be amortized using a straight-line method consistent with the expected future cash flows related

to the intangible asset.

Amortized intangible assets are reviewed for impairment whenever events or changes in circumstances exist

that indicate the carrying amount of an asset may not be recoverable.

When indicators of impairment exist, an estimate of undiscounted

net cash flows is used in measuring whether the carrying amount of the asset or related asset group is recoverable.

of the amount of impairment, if any, is based upon the difference between the asset or asset group’s carrying value and

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

of Long-Lived Assets

assets are comprised of intangible assets and property and equipment.

Long-lived assets are reviewed for impairment whenever events

or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

An estimate of undiscounted

future cash flows produced by the asset, or the appropriate grouping of assets, is compared to the carrying value to determine

whether an impairment exists, pursuant to the provisions of FASB ASC 360-10 “Accounting for the Impairment of Long-Lived

Assets and for Long-Lived Assets to Be Disposed Of”.

If an asset is determined to be impaired, the loss is measured

based on quoted market prices in active markets, if available.

If quoted market prices are not available, the estimate of fair

value is based on various valuation techniques, including a discounted value of estimated future cash flows and fundamental analysis.

The Company reports an asset to be disposed of at the lower of its carrying value or its estimated net realizable value.

did not record any impairment for the years ended December 31, 2020 and 2019, as there were no triggering events or changes in

circumstances that indicate that the carrying amount of an asset may not be recoverable.

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

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

Results for the year ended December 31, 2020 and 2019 are presented under ASC 842, while prior period amounts were not adjusted

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

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

among other things, allowed us to:

applying our current policy for accounting for land easements that existed as of, or expired before, January 1, 2019.

separate non-lease components from lease components and instead to account for each separate lease component and the non-lease

components associated with that lease component as a single lease component.

to apply the recognition requirements in ASC 842 to short-term leases.

record a right of use asset or right of use liability for leases with an asset or liability balance that would be considered

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

The Company will recognize revenue

when it is realized or realizable and earned.

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

following criteria are met:

the contract with a customer

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

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

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

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

The Company applies

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

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

to the customer.

the performance obligations in the contract

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

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

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

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

To the extent a contract includes multiple

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

in the context of the contract.

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

the transaction price

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

services to the customer.

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

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

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

Variable consideration is included in the transaction

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

will not occur.

None of the Company’s contracts as of December 31, 2019 contained a significant financing component.

the transaction price to performance obligations in the contract

the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation.

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

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

to a specific part of the contract.

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

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

Contracts that contain

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

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

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

The Company determines standalone selling

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

If the standalone selling price is not observable

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

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

revenue when or as the Company satisfies a performance obligation

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

Revenue is recognized at the time the related

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

revenue is generally earned upon completion of the convention.

Unearned convention revenue is deposits received for conventions

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

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

In the event the Company incurs cost of revenues

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

during the period the convention takes place.

Equity–based

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

Stock Compensation ”.

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

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

service period of the award.

stock awards are granted at the discretion of the Company.

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

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

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

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

The Black–Scholes

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

These assumptions are the expected

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

and the expected forfeiture rate.

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

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

Risk–free interest rates are calculated based

on continuously compounded risk–free rates for the appropriate term.

The dividend yield is assumed to be zero as the Company

has never paid or declared any cash dividends on our Common stock and does not intend to pay dividends on our Common stock in

the foreseeable future.

The expected forfeiture rate is estimated based on historical experience.

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

subjective assumptions described above.

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

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

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

different in the future.

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

for those shares expected to vest.

If our actual forfeiture rate is materially different from our estimate, the equity–based

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

Value Measurements

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

and disclosures about fair value of its financial instruments.

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

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

GAAP), and expands disclosures about fair value

measurements.

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

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

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

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

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

as of the reporting date.

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

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

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

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

and the lowest priority to unobservable inputs.

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

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

measurement of the instrument.

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

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

of these instruments.

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

of competitive, free-market dealings may not exist.

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

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

at an arm’s length basis.

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

Income Taxes .”

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

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

Deferred income tax

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

differences are expected to be recovered or settled.

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

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

Valuation allowances are established, when necessary,

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

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

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

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

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

There were no unrecognized tax benefits as of December

31, 2019 and 2018.

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

No amounts were accrued for the payment of interest and penalties at December 31, 2019 and 2018.

The Company is currently not

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

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

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

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

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

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

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

Company is no longer subject to tax examinations by tax authorities for years prior to 2017.

Adopted Accounting Guidance

October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740):

Intra-Entity Transfers of Assets Other than Inventory”,

which eliminates the exception that prohibits the recognition of current and deferred income tax effects for intra-entity

transfers of assets other than inventory until the asset has been sold to an outside party.

The updated guidance is effective

for annual periods beginning after December 15, 2019, including interim periods within those fiscal years.

Early adoption of the

update is permitted.

The adoption of ASU 2018-16 did not have a material impact on the Company’s financial statement presentation

or disclosures.

August 2018, the FASB issued Accounting Standards Update (ASU) 2018-13, “Fair Value Measurement (Topic 820):

Framework - Changes to the Disclosure Requirements for Fair Value Measurement”, which changes the fair value measurement

disclosure requirements of ASC 820.

This update is effective for fiscal years beginning after December 15, 2019, and for interim

periods within those fiscal years.

The adoption of ASU 2018-13 did not have a material impact on the Company’s financial

statement presentation or disclosures.

February 2016, the FASB issued ASU 2016-02 “

Leases”

(Topic 842) which amended guidance for lease arrangements

to increase transparency and comparability by providing additional information to users of financial statements regarding an entity’s

leasing activities.

Subsequent to the issuance of Topic 842, the FASB clarified the guidance through several ASUs;

the collection of lease guidance is referred to as ASC 842.

The revised guidance seeks to achieve this objective by requiring

reporting entities to recognize lease assets and lease liabilities on the balance sheet for substantially all lease arrangements.

Issued Accounting Pronouncements

March 2020, the FASB issued ASU No.

2020-04, “

Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference

Rate Reform on Financial Reporting .”

ASU 2020-04 provides optional expedients and exceptions to account for contracts,

hedging relationships and other transactions that reference LIBOR or another reference rate if certain criteria are met.

The amendments

2020-04 are effective immediately, as of March 12, 2020, and may be applied prospectively to contract modifications

made and hedging relationships entered into on or before December 31, 2022.

The Company is evaluating the impact that the amendments

of this standard would have on the Company’s consolidated financial statements

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

“Simplifying the Accounting for Income Taxes”

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

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

This ASU is effective for fiscal years,

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

Early adoption is permitted.

Certain amendments

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

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

The Company is currently evaluating the impact the

adoption of this standard will have on the consolidated financial statements.

August 2020, the FASB issued ASU 2020-06, Debt—”

Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives

and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts

in an Entity’s Own Equity”

This ASU amends the guidance on convertible instruments and the derivatives scope

exception for contracts in an entity’s own equity, and also improves and amends the related EPS guidance for both Subtopics.

The ASU will be effective for annual reporting periods after December 15, 2021 and interim periods within those annual periods

and early adoption is permitted.

The Company is currently evaluating the impact of the new guidance on its consolidated financial

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

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

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

Quantitative and Qualitative Disclosure About Market Risk

The Company is a “smaller reporting company.”

Financial Statements

consolidated financial statements are contained in pages F-1 through F-28 which appear at the end of this Annual Report.

Changes in and Disagreements with Accountants on Accounts and Financial Disclosure

First Quarter (January 1 – March 31)

Second Quarter (April 1 – June 30)

Third Quarter (July 1 – September 30)

Fourth Quarter (October 1 – December 31)

Year Ended December 31, 2020:

First Quarter (January 1 – March 31)

Second Quarter (April 1 – June 30)

Third Quarter (July 1 – September 30)

Fourth Quarter (October 1 – December 31)

of December 31, 2021, according to the records of our transfer agent, we had 34 record holders of our common stock.

Because brokers and

other institutions hold shares on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these

record holders.

have never declared or paid dividends on our common stock and intend to retain all available funds and any future earnings for use in

the operation of our business and do not anticipate paying any dividends on our common stock in the foreseeable future, if at all.

future determination to declare dividends will be made at the discretion of our board of directors and will depend on our financial condition,

operating results, capital requirements, general business conditions and other factors that our board of directors may deem relevant.

Sales of Unregistered Securities

sold the securities described below within the past year which were not registered under the Securities Act.

implemented a 1-for-20 reverse stock split of our outstanding shares of common stock that was effective on January 23, 2020.

Unless otherwise

noted, all share and related option, warrant, and convertible security information presented has been retroactively adjusted to reflect

the reduced number of shares, and the increase in the share price which resulted from this action.

March 24, 2021, the Company granted warrants to purchase shares the Company’s common stock to a consultant as follows:

to purchase 300,000 shares with an exercise price of $1.00 per share, and a term of 5 years;

and, in connection with the issuance of

Series B preferred stock, a warrant to purchase 180,000 shares with an exercise price of $1.5278 per share, and term of 5 years.

June 30, 2021, we issued 6,249 shares of our Series A preferred stock to Scott D.

Kaufman, our Chief Executive Officer, for settlement

of $62,490 of compensation payable to Mr.

Kaufman under his employment agreement from April 1, 2021 through June 30, 2021.

of our Series A preferred stock is convertible into a number of shares of our Common Stock determined by dividing the aggregate stated

value for the Series A preferred stock being converted (initially $10.00 per share, subject to adjustment as set forth in the currently

effective Series A Certificate of Designation) by the then-applicable conversion price (initially $0.25 per share, and $0.175 as of December

31, 2021, subject to adjustment as set forth in the currently effective Series A Certificate of Designation).

We issued the foregoing

securities in reliance on the exemption from registration provided under Section 4(a)(2) of the Securities Act.

September 30, 2021, we issued 6,249 shares of our Series A preferred stock to Scott D.

Kaufman, our Chief Executive Officer, for settlement

of $62,490 of compensation payable to Mr.

Kaufman under his employment agreement from July 1, 2021 through September 30, 2021.

of our Series A preferred stock is convertible into a number of shares of our Common Stock determined by dividing the aggregate stated

value for the Series A preferred stock being converted (initially $10.00 per share, subject to adjustment as set forth in the currently

effective Series A Certificate of Designation) by the then-applicable conversion price (initially $0.25 per share, and $0.175 as of December

31, 2021, subject to adjustment as set forth in the currently effective Series A Certificate of Designation).

We issued the foregoing

securities in reliance on the exemption from registration provided under Section 4(a)(2) of the Securities Act.

October 12, 2021, the Company granted certain directors warrants to purchase a total of 30,000 shares of the Company’s common stock

with an exercise price of $1.50 per share, and a term of 3 years.

October 20, 2021, the Company granted a director warrants to purchase 400,000 shares of the Company’s common stock with an exercise

price of $1.50 per share, a term of 3 years, and vesting as follows:

20% upon execution of the Services Agreement;

20% on January 20,

20% on April 20, 2022;

20% on July 20, 2022;

and 20% on October 20, 2022.

October 31, 2021, the Company granted a consultant warrants to purchase 750,000 shares of the Company’s common stock with an exercise

price of $1.50 per share, a term of 3 years, and vesting as follows:

40% upon execution of the Services Agreement;

20% on April 1, 2022;

20% on August 1, 2022;

and 20% on December 1, 2022.

December 1, 2021, the Company granted certain of its Directors and employees options to purchase a total of 7,000,000 of the Company’s

common stock with an exercise price of $2.65 per share, a term of 5 years, and a shall vest upon a volume weighted average price (“VWAP”)

of the Company’s common stock reaching the following targets:

at such time as there is a VWAP equal to $2.50 of the Company’s

common stock when computed over 30 consecutive trading days, 25% of each Executive’s Options shall vest;

at such time as there

is a VWAP equal to $3.00 of the Company’s common stock when computed over 30 consecutive trading days, 25% of each Executive’s

Options shall vest;

at such time as there is a VWAP equal to $3.50 of the Company’s common stock when computed over 30 consecutive

trading days, 25% of each Executive’s Options shall vest;

and at such time as there is a VWAP equal to $4.00 of the Company’s

common stock when computed over 30 consecutive trading days, 25% of each Executive’s Options shall vest.

December 31, 2021, we issued 6,250 shares of our Series A preferred stock to Scott D.

Kaufman, our Chief Executive Officer, for settlement

of $62,500 of compensation payable to Mr.

Kaufman under his employment agreement from October 1, 2021 through December 31, 2021.

on December 31, 2021 we issued 673 shares of our Series A preferred stock to Paul L.

Kessler, our Executive Chairman, for settlement

of $6,730 of compensation payable to Mr.

Kessler under his employment agreement from December 23, 2021 through December 31, 2021.

share of our Series A preferred stock is convertible into a number of shares of our Common Stock determined by dividing the aggregate

stated value for the Series A preferred stock being converted (initially $10.00 per share, subject to adjustment as set forth in the

currently effective Series A Certificate of Designation) by the then-applicable conversion price (initially $0.25 per share, and $0.175

as of December 31, 2021, subject to adjustment as set forth in the currently effective Series A Certificate of Designation).

the foregoing securities in reliance on the exemption from registration provided under Section 4(a)(2) of the Securities Act.

January 1, 2022, the Company granted warrants to purchase shares the Company’s common stock to a consultant in connection with

the issuance of Series C preferred stock as follows:

a warrant to purchase 400,000 shares with an exercise price of $1.50 per share,

and a term of 5 years;

a warrant to purchase 250,000 shares with an exercise price of $2.50 per share, and term of 5 years;

and a warrant

to purchase 250,000 shares with an exercise price of $2.75 per share, and term of 5 years.

January 1, 2022, the Company granted an officer 7,722 shares Series A preferred stock for settlement of $77,216 in compensation under

his employment agreement for services provided through March 31, 2022.

January 25, 2022, the Company granted an officer 30,000 shares of common stock as compensation under his employment agreement for services

provided through December 31, 2021.

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 5. Market for Registrant’s Common Equity