What changed in this filing

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Item 9A. Controls and Procedures

2022-03-31 compared with 2021-03-29 · 724 added, 2015 removed, 42 unchanged (98% of the section changed)

Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

to Rule 13a- 15(b) under the Exchange Act, the Company carried out an evaluation, with the participation of the Company’s

management, including the Company’s Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”),

of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange

Act) as of the end of the period covered by this report.

Based upon that evaluation, the Company’s PEO and PFO concluded

that the Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed

by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and

reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated

to the Company’s management, including the Company’s PEO and PFO, as appropriate, to allow timely decisions regarding

required disclosure.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

management is responsible for establishing and maintaining adequate internal control over financial reporting as required under

applicable United States securities regulatory requirements.

Internal control over financial reporting is defined in Rule 13a-15(f)

or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company’s chief

executive and chief financial officers and effected by the Board, management and other personnel, to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance

with generally accepted accounting principles and includes those policies and procedures that:

to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of

the assets of the issuer;

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance

with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance

with authorizations of management and directors of the registrant;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s

of Disclosure Controls and Procedures

management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure

controls and procedures as of the end of the period covered by this Annual Report on Form 10-K.

For purposes of this section, the term

disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information

required to be disclosed by the issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as amended

(the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s

rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information

required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated

to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions,

as appropriate to allow timely decisions regarding required disclosure.

upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2021, the end of

the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level.

Report on Internal Control over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over

financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the

supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of

directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation

of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America

and includes those policies and procedures that:

to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets

of the company;

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with

accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being

made only in accordance with authorizations of management and directors of the company;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s

assets that could have a material effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements.

internal controls can provide only reasonable, not absolute, assurance that the objectives of the control system are met, no matter

how well the system is conceived or operated.

Projections of any evaluation of effectiveness to future periods are subject to

the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies

or procedures may deteriorate.

management assessed the effectiveness of our internal control over financial reporting as of December 31, 2020.

In making this

assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission

(“COSO”) in 2013 in Internal Control Integrated Framework.

Based on that evaluation under this framework, our management

concluded that our internal control over financial reporting was not effective because of the following material weaknesses in

our internal control over financial reporting.

to our small number of accounting employees and resources, we have limited segregation of duties, as a result of which there

is insufficient independent review of duties performed;

addition, management has not completed a full documentation of all processes and procedures as it relates to internal controls

over financial reporting.

annual report does not include an attestation report of our independent registered public accounting firm regarding internal control

over financial reporting because we are a “smaller reporting company.”

Our management’s report was not subject

to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only

management’s report in this annual report.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange

Act, during our most recently completed fiscal quarter other than on November 24, 2020, John D.

Maatta who had been serving as

CEO and CFO resigned these officer positions and Scott D.

Kaufman was elected CEO and Heidi C.

Bowman was elected CFO.

These changes

resulted in a segregation of duties that is reasonably likely to materially affect our internal control over financial reporting.

Company is committed to improving financial organization.

As part of this commitment, management and the Board perform reviews

of the Company’s policies and procedures as they relate to financial reporting in an effort to mitigate future risks of

potential misstatements.

The Company will continue to focus on developing and documenting internal controls and procedures surrounding

the financial reporting process, primarily through the use of account reconciliations, and supervision.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation

of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that

the degree of compliance with the policies or procedures may deteriorate.

All internal control systems, no matter how well designed,

have inherent limitations.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect

to financial statement preparation and presentation.

Because of the inherent limitations of internal control, there is a risk that material

misstatements may not be prevented or detected on a timely basis by internal control over financial reporting.

However, these inherent

limitations are known features of the financial reporting process.

Therefore, it is possible to design into the process safeguards to

reduce, though not eliminate, this risk.

evaluated the effectiveness of our internal control over financial reporting as of December 31, 2021, using the framework set forth in

the report of the Treadway Commission’s Committee of Sponsoring Organizations (“COSO”), “2013 Internal Control

- Integrated Framework.” Based upon that evaluation, management believes our internal control over financial reporting was effective

as of December 31, 2021.

Limitations on the Effectiveness of Controls

does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all

errors and all fraud.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance

that the objectives of the control systems are met.

Further, the design of a control system must reflect the fact that there are resource

constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in a cost-effective

control system, no evaluation of internal control over financial reporting can provide absolute assurance that misstatements due to error

or fraud will not occur or that all control issues and instances of fraud, if any, have been or will be detected.

inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a

simple error or mistake.

Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people,

or by management override of the controls.

The design of any system of controls is based in part on certain assumptions about the likelihood

of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future

Projections of any evaluation of controls effectiveness to future periods are subject to risks.

Over time, controls may become

inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

in Internal Controls Over Financial Reporting

has evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, whether any changes in our internal

control over financial reporting that occurred during our last fiscal year have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

Based on the evaluation we conducted, management has concluded that no such changes

have occurred.

Other Information

March 29, 2022, the Company offered 16 warrant holders replacement warrants with an exercise price of $1.50 per common share, in exchange

for any warrants exercised at this time at the exercise price of $1.50 per common share.

The issuance of replacement warrants has the

effect of resetting the conversion price of all outstanding shares of preferred stock to $1.50 per common share and resetting the exercise

price of all outstanding warrants to $1.50 per common shares in instances where those conversion and exercise prices are above $1.50.

If all 16 warrant holders exercise applicable warrants at this time, the Company will raise approximately $4,400,000 and issue replacement

warrants to purchase 2,933,340 shares of the Company’s common stock.

As of March 30, 2022, warrants to purchase 600,000 shares

of the Company’s common stock have been exercised by one warrant holder and replacement warrants to purchase 600,000 shares of

the Company’s common stock have been issued resulting in $900,000 in cash proceeds being received by the Company.

Dilution to equity

due to the reduction in conversion and exercise prices is equivalent to the Company issuing 2,334,581 common shares.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance

and Executive Officers

following table indicates the name, age and position held by each of our executive officers and directors.

Our officers were elected

effective November 24, 2020, for two year terms.

Their terms are renewable for one year terms thereafter.

The term of office for

a director is for one year or until his or her successor is duly elected and qualified by the stockholders.

President, and Chairman of the Board of Directors

Chief Accounting Officer and Secretary

biographical information with respect to our executive officers and directors.

Kaufman, CEO, President and Chairman of the Board of Directors

Kaufman has nearly twenty years of experience of sourcing, financing and restructuring private and publicly traded companies,

working with executives and boards of companies to manage their corporate growth initiatives and managing and trading a portfolio

of debt and equity securities.

Kaufman is a founding member of Hillair Capital Management LLC.

Hillair is an investment entity first organized in 2010 that

finances, invests in and/or restructures emerging companies that are seeking transformative capital through debt and/ or preferred

Kaufman leads the sourcing, due diligence, structuring and negotiating activities for Hillair with a constant

focus on capital preservation.

Kaufman has spearheaded changes within investments by acting as a “C”

level officer,

board member and a restructuring officer.

Scott was a Partner and Managing Director at Midsummer Capital, LLC.

Midsummer Capital manages a group of investment funds that

specialized in the financing of small capitalization public companies through negotiated private placements.

Prior to Midsummer,

Scott was a securities trader at Knight Capital Group, Inc

Kaufman received both a BA and a EMBA from Columbia University.

Board believes Mr.

Kaufman’s experience in financing and restructuring publicly traded companies will allow him to provide

a significant contribution to the Company’s growth.

Bowman, CFO, Chief Accounting Officer and Secretary

Bowman has over 30 years of finance and accounting experience in a variety of industries including private equity, oil &

gas and real estate.

Bowman received her undergraduate degree from UCLA in Economics.

Bowman has been self-employed as

a CPA since January of 2000.

Kessler, Director

following table sets forth the name, age, position, and date of appointment of each of our directors and executive officers as of March

of Appointment

and Chief Executive Officer, and Director

Operating Officer and General Counsel

Financial Officer

Breen (1) (3)

Boyce (1) (2) (4)

of Audit Committee, and Compensation Committee

of the Compensation Committee

of the Audit Committee

of the Nominating and Governance Committee

Kessler served as Executive Chairman of the Company from December 29, 2016, through November

24, 2020, when Mr.

Kessler resigned his position, but continued to serve as member of the Board of Directors.

On December 1, 2021

Kessler was again appointed Executive Chairman of the Company.

Maatta served as a member of the Board since May 25, 2011, serving as Chairman of the Board from February 5, 2016 through April 22,

In addition, Mr.

Maatta served as the Company’s President and Chief Executive Officer from May 3, 2016 through November

Maatta also serves as a consultant to the Company.

Kessler – Executive Chairman

Kessler combines over 30 years of experience as an investor, financier and venture capitalist.

Kessler founded Bristol

Capital Advisors, LLC, a Los Angeles based investment advisor, and has served as the Principal and Portfolio Manager from 2000

through the present.

Kessler has broad experience in operating, financing, capital formation, negotiating, structuring and

re-structuring investment transactions.

He is involved in all aspects of the investment process including identification and engagement

of portfolio companies.

Kessler founded Bristol Capital

Advisors, LLC, a Los Angeles based investment advisor, where he has served as the Principal and Portfolio Manager from 2000 through the

Kessler has broad experience in operating, financing, capital formation, negotiating, structuring and re-structuring investment

transactions.

He is involved in all aspects of the investment process including identification and engagement of portfolio companies.

His investment experience encompasses both public and private companies.

Kessler has actively worked

with executives and boards of companies on corporate governance and oversight, strategic repositioning and alignment of interests

with shareholders.

Board believes that Mr.

Kessler’s extensive experience in matters including capital formation, corporate finance, investment

banking, founder, owner, operator of successful companies, corporate governance, as well as his understanding of capital markets,

will provide a significant contribution to the growth of the Company.

Kessler has actively worked with executives and boards of

companies on corporate governance and oversight, strategic repositioning and alignment of interests with shareholders.

The Board believes

Kessler’s extensive experience make him uniquely qualified to serve as a director, and his extensive experience in matters

including capital formation, corporate finance, investment banking, operations, corporate governance, as well as his understanding of

capital markets, will provide a significant contribution to the growth of the Company.

Kaufman - President and Chief Executive Officer, and Director

Kaufman has nearly twenty years of experience of sourcing, financing and restructuring private and publicly traded companies, working

with executives and boards of companies to manage their corporate growth initiatives and managing and trading a portfolio of debt and

equity securities.

Kaufman is a founding member of Hillair Capital Management LLC, an investment entity first organized in 2010 that

finances, invests in and/or restructures emerging companies that are seeking transformative capital through debt and/ or preferred instruments.

Kaufman leads the sourcing, due diligence, structuring and negotiating activities for Hillair with a constant focus on capital preservation.

Kaufman has spearheaded changes within investments by acting as a “C” level officer, board member and a restructuring

Previously, Mr.

Kaufman was a Partner and Managing Director at Midsummer Capital, LLC.

Midsummer Capital manages a group of

investment funds that specialized in the financing of small capitalization public companies through negotiated private placements.

to Midsummer, Mr.

Kaufman was a securities trader at Knight Capital Group, Inc.

Kaufman received both a BA and a EMBA from Columbia

The Board believes Mr.

Kaufman’s extensive experience make him uniquely qualified to serve as a director, and his experience

in financing and restructuring publicly traded companies will allow him to provide a significant contribution to the growth of the Company.

Sheikh – Chief Operating Officer and General Counsel

Sheikh has a background in logistics, emerging technologies (such as blockchain), crypto mining and cutting-edge law.

His expertise ranges

from the business and legal aspects of blockchain-based businesses and.

cryptocurrency mining operations.

He was admitted to the State

Bar of California on July 3, 2007 and received his Juris Doctorate from the University of California, Hastings College of the Law in

Prior, he studied Chemistry and History at the University of California, Los Angeles.

Urban – Chief Financial Officer

Urban has over 30 years of experience in corporate finance and accounting.

Urban has previously served in numerous senior management

positions, including:

Chief Financial Officer of Research Solutions (NASDAQ:RSSS) from 2010 to 2021, Chief Financial Officer of ReachLocal

(NASDAQ:RLOC) from 2007 to 2009, Chief Financial Officer of a leading online poker company from 2005 to 2006, and Vice President of Finance

and Treasurer for Infotrieve from 2000 to 2004.

Urban has also held positions as an audit and tax manager in public accounting, and

as an internal auditor.

He holds a B.S.

in Business, with a concentration in Accounting Theory and Practice, from California State University,

Northridge and has been a Certified Public Accountant (currently inactive) since 1998.

Maatta – Director

Maatta has been a member of the Board since May 25, 2011, serving as Chairman of the Board from February 5, 2016 through April

22, 2016 and Mr.

Maatta served as the Company’s Chief Executive Officer and President since May 3, 2016.

Maatta resigned

as an officer of the Company on November 24, 2020.

Since that time, he has been employed as a consultant to the Company and remains

a member of the Board.

Maatta served as EVP of The CW Television Network, prior to which he was the Chief Operating Officer of The CW Network.

From September

2005 through September 2006, Mr.

Maatta served as the Chief Operating Officer of The WB, a Warner Bros.

television network.

Operating Officer at The WB, Mr.

Maatta also served as The WB’s General Counsel.

Maatta is currently a director of Trader Vic’s,

Inc., a Polynesian-style restaurant chain, a position he has held since 1998.

Formerly, Mr.

Maatta was engaged in the practice of law,

Maatta also served as EVP of The CW Television

Network, prior to which he was the Chief Operating Officer of The CW Network, which is America’s fifth broadcast network

and a network that focuses substantially on targeting young adults between the ages of 18 and 34.

From September 2005 through

September 2006, Mr.

Maatta served as the Chief Operating Officer of The WB, a Warner Bros.

television network (“The WB”),

where he had direct oversight of all business and operations departments, such as business affairs, finance, network distribution

(which included The WB 100+ station group), technology, legal, research, network operations, broadcast standards and human resources.

While Chief Operating Officer at The WB, Mr.

Maatta also served as The WB’s General Counsel.

Maatta is currently a director

of Trader Vic’s, Inc., a Polynesian-style restaurant chain, a position he has held since 1998.

Maatta received a Bachelor

of Arts in Government from the University of San Francisco in 1974, and a Juris Doctorate from the University of California, Hastings

College of the Law, in 1977.

and received a Bachelor of Arts in Government from the University of San Francisco in 1974, and a Juris Doctorate from the University

of California, Hastings College of the Law, in 1977.

Between 2013 and 2016 Mr.

Maatta served as the President of UNICEF for the Southern California region,

and is a current member of the UNICEF Southern California Board and the Chairman of the UNICEF Chinese Children’s Initiative.

Maatta served as the President of UNICEF for the Southern

California region, and is a current member of the UNICEF Southern California Board and the Chairman of the UNICEF Chinese Children’s

Maatta is also a member of the Southern California Board of the Asia Society.

Board believes that Mr.

Maatta’s experience with operating companies in the entertainment industry and his contacts in the

industry are important factor in the Company’s growth as a digital entertainment and event company.

Suess, Director

Suess has been a director of our Company since May 9, 2011.

Suess co-founded Activist Artists Management, LLC, a Los

Angeles-based management and consulting company that focuses on media and entertainment and provides comprehensive management

services for its clients, including talent and brand management, managing partnerships, strategic alliances and marketing strategies

that engage consumers through entertainment, music and lifestyle experiences.

Since 1997 Mr.

Suess has been with the law

firm of Glaser, Weil, Fink, Howard, Avchen & Shapiro, LLP, where he is currently a Partner and focuses on general corporate

law and media and entertainment.

Suess holds a Bachelor of Science from the University of Southern California (Lloyd Greif

Center for Entrepreneurial Studies), and holds a JD/MBA from Pepperdine University.

Suess is a member of the State Bar of

Board believes that Mr.

extensive experience and background in the media and entertainment industry complements the

Company’s events business and its new initiatives and will provide a significant contribution to the Company’s growth.

The Board believes that Mr.

experience extensive experience make him uniquely qualified to serve as a director.

Breen - Director

Breen is an English qualified solicitor and was the Managing Director of the Sports and Entertainment Division of Bank Insinger

de Beaufort N.V., a wealth management organization and part of the BNP Paribas Group, one of the world’s largest banks.

Breen was an equity partner with the law firm Clyde & Co, where he specialized in all aspects of sports and entertainment

Breen also has extensive experience in event-based entertainment, having been responsible for the legal documentation

relating to the world-famous UK music awards known as the Brit Awards.

Breen holds an Honours LLB degree in law from the University

College of Wales, Aberystwyth.

Board believes Mr.

Breen’s extensive experience in the entertainment industry will allow him to provide a significant contribution

to the Company’s growth.

Breen is an English qualified solicitor and was the Managing Director of the Sports and Entertainment Division of Bank Insinger de Beaufort

N.V., a wealth management organization and part of the BNP Paribas Group, one of the world’s largest banks.

In addition, Mr.

was an equity partner with the law firm Clyde & Co, where he specialized in all aspects of sports and entertainment law.

also has extensive experience in event-based entertainment, having been responsible for the legal documentation relating to the world-famous

UK music awards known as the Brit Awards.

Breen holds an Honours LLB degree in law from the University College of Wales, Aberystwyth.

The Board believes Mr.

Breen’s extensive experience make him uniquely qualified to serve as a director.

Boyce - Director

Boyce has been the managing member of dB, LLC Petroleum Advisors www.dbgeo.com, an oil and gas consultancy.

He is also founding

director of JHI Associates, Inc., where he serves on the Board of Directors and in management as Executive Vice President and Chief Geoscience

Boyce also serves on the board of Hillair Oil and Gas, Inc.

an independent oil company.

Boyce began his career as a

geophysicist for The Superior Oil Company with early training at their Geoscience Laboratory in Houston, Texas.

Boyce transferred

to Midland, Texas to continue working for Superior Oil Company until 1983.

During his ten-year career in the Permian Basin, Mr.

also worked for both Conquest Exploration Inc.

and Hunt Oil Company.

Boyce transferred to Dallas, Texas where he served

as the Chief Geophysicist for Hunt Oil Company.

In 1992 he was appointed the Exploration Manager for the Yemen Hunt Oil Company, and

the Exploration Vice President of the Hunt Oil subsidiaries, Ethiopia Hunt Oil, and Jannah Hunt Oil.

Boyce started his independent

consulting career.

Boyce holds a Bachelor of Science degree as a Geophysical Engineer from the Colorado School of Mines.

Boyce’s extensive experience make him uniquely qualified to serve as a director, and his 40-year experience as a geophysicist

who is recognized worldwide for his expertise in geology, geophysics and petroleum engineering, and expertise in all aspects of contract

negotiations;

business development, project finance, government and partner relations, will provide a significant contribution to the

growth of the Company.

term of office for directors is one year, or until his or her successor is duly elected and qualified.

Relationships

are no family relationships between any of our officers and directors.

board of directors consists of five persons, two of whom are “independent”

within the meaning of Rule 5605(a)(3) of

the NASDAQ Marketplace.

The three that are not independent are significant shareholders of the Company and one is also an executive

officer of the Company.

of the Board of Directors

Board currently has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.

March 17, 2013, the Board authorized the creation of an Audit Committee.

Currently, the Audit Committee is comprised of two independent

Michael Breen as Chairman and Gregory Suess.

The Audit Committee’s functions include:

selecting our independent

registered public accountants;

reviewing the results and scope of the audit and other services provided by our independent registered

public accountants;

reviewing our financial statements for each interim period and for our year end and our internal financial

and accounting controls;

and recommending, establishing and monitoring the Company’s disclosure controls and procedures.

The Company retains outside financial experts to assist in its preparation of financial information and documents.

The Audit Committee

did not hold a meeting in 2020.

March 17, 2013, the Board authorized the creation of a Compensation Committee.

Currently, Gregory Suess serves as the Chair of

the Compensation Committee which also includes Michael Breen.

The Compensation Committee is responsible for establishing and administering

our policies involving the compensation of all of our executive officers and establishing and recommending to our Board the terms

and conditions of all employee and consultant compensation and benefit plans.

The Compensation Committee did not hold a meeting

board of directors consists of five persons, two of whom, Messrs.

Breen and Boyce, are “independent” as defined under the

applicable NASDAQ rules.

The three that are not independent are significant shareholders of the Company, two are executive officers,

Kessler and Kaufman, and one is a former executive officer of the Company, Mr.

Audit Committee was created on March 17, 2013.

Currently, the Audit Committee is comprised of two independent Directors:

serves as Chairman, and Mr.

The Audit Committee’s functions include:

selecting our independent registered public accountants;

reviewing the results and scope of the audit and other services provided by our independent registered public accountants;

our financial statements for each interim period and for our year end and our internal financial and accounting controls;

and recommending,

establishing and monitoring the Company’s disclosure controls and procedures.

The Company does not have an audit committee financial

expert serving on its audit committee in light of its size and the need to control administrative costs.

The Company retained outside

financial experts to assist in its preparation of financial information and documents during the years ended 2020 and 2021.

Committee did not hold a meeting in 2021.

Compensation Committee was created on March 17, 2013.

Currently, the Compensation Committee is comprised of two independent Directors:

Boyce, who serves as the Chairman, and Mr.

The Compensation Committee is responsible for establishing and administering our

policies involving the compensation of all of our executive officers and establishing and recommending to our Board the terms and conditions

of all employee and consultant compensation and benefit plans.

The Compensation Committee did not hold a meeting in 2021.

and Corporate Governance Committee

March 13, 2014, the Board authorized the creation of a Nominating and Corporate Governance Committee.

Nominating and Corporate Governance Committee was created on March 13, 2014.

Currently, Mr.

as the sole member of the Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee reviews

and provides oversight with regard to the Company’s corporate governance related policies and procedures and also recommends

nominees to the Board and committees of the Board, develops and recommends to the Board corporate governance principles, and oversees

the evaluation of the Board and management.

Boyce serves as the sole member of the Nominating

and Corporate Governance Committee.

The Nominating and Corporate Governance Committee reviews and provides oversight with regard to the

Company’s corporate governance related policies and procedures and also recommends nominees to the Board and committees of the

Board, develops and recommends to the Board corporate governance principles, and oversees the evaluation of the Board and management.

The Nominating and Corporate Governance Committee did not hold a meeting in 2021.

Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee have adopted written charters

which govern their conduct.

Oversight in Risk Management

is inherent with every business, and how well a business manages risk can ultimately determine its success.

We face a number of

risks, including liquidity risk, operational risk, strategic risk and reputation risk.

Our Chief Executive Officer also serves

as one of our directors.

In the context of risk oversight, at the present stage of our operations we believe that our selection

of one person to serve in both positions provides the Board with additional perspective which combines the operational experience

of a member of management with the oversight focus of a member of the Board.

The business and operations of the Company are managed

by our Board as a whole, including oversight of various risks that the Company faces.

with Section 16(a) of the Exchange Act

16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own 10% or more

of a class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in

beneficial ownership with the SEC.

Directors, executive officers and greater than 10% stockholders are required by the rules and

regulations of the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a).

solely on our review of certain reports filed with the Securities and Exchange Commission pursuant to Section 16(a) of the Securities

Exchange Act of 1934, as amended, the reports required to be filed with respect to transactions in our common stock during the

fiscal year ended December 31, 2020, were timely filed.

Form 3s and Form 4s have been filed for the CEO and the CFO.

Company has adopted a Code of Ethics.

are no material proceedings to which any director or officer, or any associate of any such director or officer, is a party that

is adverse to our Company or any of our subsidiaries or has a material interest adverse to our Company or any of our subsidiaries.

No director or executive officer has been a director or executive officer of any business which has filed a bankruptcy petition

or had a bankruptcy petition filed against it during the past ten years.

No director or executive officer has been convicted of

a criminal offense or is the subject of a pending criminal proceeding during the past ten years.

No director or executive officer

has been the subject of any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or

otherwise limiting his involvement in any type of business, securities or banking activities during the past ten years.

or officer has been found by a court to have violated a federal or state securities or commodities law during the past ten years.

2020 the Board of Directors of Wizard Brands, Inc.

held two (2) Board Meetings.

Communications

with Directors

may communicate with the Board of Directors by sending written communications addressed to the Board of Directors, or any individual

director, to:

Wizard Brands, Inc., 2700 Homestead Road, Park City, UT 84098.

All communications will be forwarded to the Board

of Directors or any individual director, as appropriate.

In order to facilitate a response to any such communication, the Company’s

Board of Directors suggests, but does not require, that any such submission include the name and contact information of the shareholder

submitting the communication.

board of directors has adopted a Code of Ethical Conduct that applies to all of our employees, officers and directors, including our

Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers.

The code is available on our website,

www.creekroadminers.com.

Section 16(a) Reports

16(a) of the Exchange Act requires our officers, directors, and persons who own more than ten percent of a registered class of our equity

securities to file reports of ownership and changes in ownership with the SEC and to furnish the Company with copies of all Section 16(a)

forms they file.

Our review of copies of the Section 16(a) reports filed to report transactions occurring during the fiscal year ended

December 31, 2021 indicates that all filing requirements applicable to our officers, directors, and greater than ten percent beneficial

owners were complied with except as follows:

Maatta did not file a Form 4 for the purpose of reporting one transaction.

are no material proceedings to which any director or officer, or any associate of any such director or officer, is a party that is averse

to our Company or any of our subsidiaries or has a material interest adverse to our Company or any of our subsidiaries.

No director or

executive officer has been a director or executive officer of any business which has filed a bankruptcy petition or had a bankruptcy

petition filed against it during the past ten years.

No director or executive officer has been convicted of a criminal offense or is

the subject of a pending criminal proceeding during the past ten years.

No director or executive officer has been the subject of any

order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement

in any type of business, securities or banking activities during the past ten years.

No director or officer has been found by a court

to have violated a federal or state securities or commodities law during the past ten years.

Executive Compensation

COMPENSATION TABLE

Name and Position(s)

Option Awards($)

Maatta served as the Company’s Principal Executive Officer and Principal Financial Officer for all of 2019 and during 2020

until November 24, 2020.

Effective as of November 18, 2020 Mr.

Maatta entered int a Consulting Agreement with Company for a term

of one year under which he is compensated at the rate of $10,000.00 per month.

Kaufman was appointed CEO of the Company on November 24, 2020.

During 2020 he was paid no cash compensation.

on March 1, 2021, he was awarded 2,075 shares of Series A Preferred Stock having a stated value of $20,750 for services

he provided to the Company as CEO from November 24, 2020 through December 31, 2020.

Agreement with Scott D.

March 1, 2021, the Company’s board of directors (the “Board”) approved the Company’s entry into, and the

Company entered into, an Employment Agreement, effective as of November 24, 2020 (the “Effective Date”), with Scott

Kaufman to serve as the Company’s Chief Executive Officer for a term of two years, subject to automatic renewal for additional

terms of one year unless either party gives prior written notice of non-renewal to the other party no later than 60 days prior

to the expiration of the then-current term.

Kaufman will receive an annual base salary of $250,000, provided that until such

time as the Registrant has positive net income on a consolidated basis with its subsidiaries for a period of six months, the Registrant,

in its sole discretion, may elect to pay Mr.

Kaufman his Base Salary, in whole or in part, in the form of the Registrant’s

Series A Preferred Stock.

Kaufman is also eligible to receive an annual bonus as determined by the Compensation Committee

of the Board and as approved by the Board.

The Board also agreed, during the term of Mr.

Kaufman’s employment, to take reasonable

steps to appoint him to the Board, to maintain such appointment, and to nominate him as a director for the purposes of any meeting

or consent of the Registrant’s stockholders electing directors during the term of his employment.

the termination of Mr.

Kaufman’s employment for any reason Mr.

Kaufman will receive his accrued but unpaid compensation

and vacation pay through the date of termination and any other benefits accrued to him under any benefit plans outstanding at

such time, and the reimbursement of documented, unreimbursed expenses incurred prior to such date.

Upon termination of Mr.

Kaufman’s

employment due to his death or Total Disability (as defined in his Employment Agreement), Mr.

Kaufman or his estate or beneficiaries,

as applicable, shall also receive six months of his base salary at the then-current rate, payable in a lump sum, continued provision

for a period of 12 months of benefits under the benefit plans in which Mr.

Kaufman was participating at the time of such termination,

and payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan in which Mr.

was participating at the time of such termination.

Kaufman’s termination of his employment for Good Reason (as

defined in his Employment Agreement), Mr.

Kaufman will also receive the greater of 12 months of his base salary at the then current

rate or the remainder of the base salary due under his Employment Agreement, to be paid in equal bi-weekly installments at such

times he would have received them if there was no termination, continued provision for a period of 12 months of benefits under

benefit plans in which Mr.

Kaufman was participating at the time of such termination, and payment on a pro-rated basis of any

bonus or other payments earned in connection with any bonus plan in which Mr.

Kaufman was participating at the time of such termination.

All payments to Mr.

Kaufman under his Employment Agreement are subject to withholding of applicable taxes.

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

During the nine months

ended September 30, 2020, an additional $125,000 was loaned to the Company, which together with other amounts paid on behalf of

the Company, brought the total amount loaned to $351,000.

The outstanding balance under the loan payable as of September 30, 2020,

and December 31, 3019 was $0 and $100,000, respectively, and was included in accounts payable and accrued liabilities on the condensed

consolidated balance sheet.

On August 3, 2020 the Board of Directors resolved to convert the total amount of debt (including loans

made to the Company and deferred compensation) owed to John D.

Maatta, as of July 31, 2020, into 35,074 shares of Series A Preferred

In addition, on August 3, 2020, as ratified on August 21, 2020 the Board of Directors elected to cancel the 2018 Maatta

shares previously issued for outstanding deferred compensation and issue a new total of 85,868 shares of Series A Preferred stock

Capital, LLC –

related party

December 29, 2016, the Company, entered into a Consulting Services Agreement (the “Bristol Consulting Agreement”)

with Bristol Capital, LLC, a Delaware limited liability company managed by Paul L.

Kessler, the then non-executive Chairman

of the Company.

Pursuant to the Bristol Consulting Agreement, Mr.

Kessler served as Executive Chairman of the Company.

initial term of the Bristol Consulting Agreement was from December 29, 2016 through March 28, 2017 (the “Initial Bristol

Consulting Term”).

The term of the Bristol Consulting Agreement will be automatically extended for additional terms

of 90 day periods each (each additional term together with the Initial Bristol Consulting Term, the “Bristol Consulting

Term”), unless either the Company or Bristol Capital, LLC gives prior written notice of non-renewal to the other party

no later than thirty (30) days prior to the expiration of the then current Bristol Consulting Term.

the Bristol Consulting Term, the Company will pay Bristol Capital, LLC a monthly fee (the “Monthly Fee”) of $18,750.

For services rendered by Bristol Capital, LLC prior to entering into the Bristol Consulting Agreement, the Company will pay Bristol

Capital, LLC the Monthly Fee, pro-rated, for the time between September 1, 2016 and December 29, 2016.

Bristol Capital, LLC may

also receive an annual bonus as determined by the Compensation Committee of the Board and approved by the Board.

This agreement

is still in effect.

addition, the Company granted to Bristol Capital, LLC options to purchase up to an aggregate of 600,000 shares of the Company’s

common stock, par value $0.0001 per share, in accordance with the following vesting schedule and at the applicable exercise prices

3,750 options to purchase shares of the Company’s common stock, such options vesting upon the Effective Date of December

29, 2016 and expiring on December 29, 2021, at an exercise price of $10.00 per share;

3,750 options to purchase shares of the Company’s common stock, such options vesting on December 31, 2016 and expiring on

December 29, 2021, at an exercise price of $10.00 per share;

3,750 options to purchase shares of the Company’s common stock, such options vesting on March 31, 2017 and expiring on December

29, 2021, at an exercise price of $11.00 per share;

3,750 options to purchase shares of the Company’s common stock, such options vesting on June 30, 2017 and expiring on December

29, 2021, at an exercise price of $11.00 per share;

3,750 options to purchase shares of the Company’s common stock, such options vesting on September 30, 2017 and expiring

on December 29, 2021, at an exercise price of $11.00 per share;

August 3, 2020 the Board acknowledged and ratified the amounts of deferred compensation owed under the Consulting agreement in

the amount of $881,250,000.00 and granted Series A preferred Stock to liquidate the entire amount of the debt that was owed.

Additionally,

on August 4, 2020 the Bristol Consulting Agreement was amended to provide for payment of the Consulting Fee payable thereunder

either in cash or in Series “A”

preferred stock, at the election of the Company

3,750 options to purchase shares of the Company’s common stock, such options vesting on December 31, 2017 and expiring on

December 29, 2021, at an exercise price of $12.00 per share;

3,750 options to purchase shares of the Company’s common stock, such options vesting on March 31, 2018 and expiring on December

29, 2021, at an exercise price of $12.00 per share;

3,750 options to purchase shares of the Company’s common stock, such options vesting on June 30, 2018 and expiring on December

29, 2021, at an exercise price of $12.00 per share.

EQUITY AWARDS AT FISCAL YEAR-END

Number of Securities Underlying Unexercised Options Exercisable

Number of Securities Underlying Unexercised Options

Unexercisable

Equity Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options

Exercise Price

Expiration Date

Maatta, CEO and CFO

of Executive Officers

following table summarizes all compensation for the last two fiscal years awarded to, earned by, or paid to our Chief Executive Officer

(principal executive officer) and our two most highly compensated executive officers other than our CEO who were serving as executive

officers at the end of our last completed fiscal year, whose total compensation exceeded $100,000 during such fiscal year ends.

of Executive Officers for Fiscal Years Ended December 31, 2021 and 2020

and Principal Position

Executive Chairman

6,700,480 (1)(2)

Kaufman, President

and Chief Executive

6,964,563 (1)(3)

Officer, and Director

Maatta, Former President

Executive Officer, and Director

Scott Sheikh, Chief Operating

2,231,250 (8)

General Counsel

Urban, Chief Financial

2,231,250 (8)

Heidi Bowman, Former Chief

the grant date fair value of options granted on December 1, 2021, to purchase 2,625,000 shares 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% 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% 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% 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% shall vest.

673 shares of Series A preferred stock for settlement of $6,730 of compensation payable to Mr.

Kessler under his employment agreement

from December 23, 2021 through December 31, 2021.

27,048 shares of Series A preferred stock for settlement of $270,812 of compensation payable to Mr.

Kaufman under his employment

agreement from November 24, 2020 through December 31, 2021, and the grant date fair value of 37,500 options granted on August 3,

2020, to purchase the Company’s common stock with an exercise price of $0.25 per share, as amended, and a term of 5 years.

a one-time non-accountable expense reimbursement of $200,000 in consideration for significant efforts and diligence in negotiating

and structuring investment transactions paid on September 7, 2021.

50,767 shares of Series A preferred stock issued for the settlement of $507,672 in outstanding compensation.

8,500 shares of Series A preferred stock were issued in satisfaction of an aggregate of $85,546 due under a separation agreement.

the grant date fair value of options granted on December 1, 2021, to purchase 875,000 shares 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% 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% 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% 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% shall vest.

Kessler – Executive Chairman

non-employee members of the Board (i) for their participation in meetings of the Board and its committees, are compensated $1,000

for in person meeting, and $250 - $500 per telephonic meeting, depending on the length of the telephonic meeting, and (ii) are

provided a monthly retainer of $750 per month.

During 2020 no cash compensation was paid to the members of the Board of Directors;

December 23, 2021, the Company entered into an employment agreement with Mr.

The agreement has a term of two years, subject

to automatic renewal for additional terms of one year unless either party gives prior written notice of non-renewal to the other party

no later than 30 days prior to the expiration of the then-current term.

Kessler will receive an annual base salary of $250,000, provided

that until the uplisting of the common shares of Company onto a national stock exchange or a qualified financing event, the base salary

shall be paid in the form of the Company’s Series A Preferred Stock.

Kessler is eligible to receive a discretionary annual

cash bonus as determined by the Board (or a committee thereof) in its sole discretion, with a target bonus opportunity of 150% of base

salary and maximum bonus opportunity of 300% of base salary.

addition, in association with the uplisting of the Company’s common stock to a national exchange, the Company shall issue to Mr.

Kessler, shares of common stock equal to 5% of the fully diluted shares of common stock of the Company, calculated with the inclusion

Kessler’s equity stock holdings and shares issuable upon conversion of convertible instruments, preferred stock, options,

and warrants.

The agreement also contains provisions that prohibit Mr.

Kessler from soliciting our employees, and competing with the

Company during his employment with us and for one year afterward.

executive’s employment is terminated (i) due to executive’s death (ii) by the Company due to executive’s disability,

or (iii) due to non-renewal by the Company, in each case, executive or executive’s estate or executive’s beneficiaries, shall

be entitled to receive payment of executive’s earned but unpaid base salary and the unpaid prior year bonus.

executive terminated without good reason or due to a non-renewal by executive, executive shall be entitled to receive the unpaid prior

executive is terminated without cause (excluding due to death or disability) or by executive for good reason, executive shall be entitled

(i) the unpaid prior year bonus, if any, (ii) the pro-rata bonus, if any, (iii) an amount of cash equal to 2 times the sum

of executive’s base salary and target bonus opportunity.

executive is terminated without cause (excluding due to death or disability) or by executive for good reason, and in each case such date

of termination occurs during the period beginning on the occurrence of a change of control and ending 12 months thereafter, Executive

shall be entitled to receive:

(i) the unpaid prior year bonus, if any, (ii) the pro-rata bonus, if any, (iii) an amount of cash equal

to 3 times the sum of executive’s base salary and target bonus opportunity.

Kaufman - President and Chief Executive Officer, and Director

December 23, 2021, the Company entered into an amended employment agreement with Mr.

The agreement has a term of two years,

subject to automatic renewal for additional terms of one year unless either party gives prior written notice of non-renewal to the other

party no later than 30 days prior to the expiration of the then-current term.

Kaufman will receive an annual base salary of $250,000,

provided that until the uplisting of the common shares of Company onto a national stock exchange or a qualified financing event, the

base salary shall be paid in the form of the Company’s Series A Preferred Stock.

Kaufman is eligible to receive a discretionary

annual cash bonus as determined by the Board (or a committee thereof) in its sole discretion, with a target bonus opportunity of 150%

of base salary and maximum bonus opportunity of 300% of base salary.

addition, in association with the uplisting of the Company’s common stock to a national exchange, the Company shall issue to Mr.

Kaufman, shares of common stock equal to 5% of the fully diluted shares of common stock of the Company, calculated with the inclusion

Kaufman’s equity stock holdings and shares issuable upon conversion of convertible instruments, preferred stock, options,

and warrants.

The agreement also contains provisions that prohibit Mr.

Kaufman from soliciting our employees, and competing with the

Company during his employment with us and for one year afterward.

executive’s employment is terminated (i) due to executive’s death (ii) by the Company due to executive’s disability,

or (iii) due to non-renewal by the Company, in each case, executive or executive’s estate or executive’s beneficiaries, shall

be entitled to receive payment of Executive’s earned but unpaid base salary and the unpaid prior year bonus.

executive terminated without good reason or due to a non-renewal by executive, executive shall be entitled to receive the unpaid prior

executive is terminated without cause (excluding due to death or disability) or by executive for good reason, executive shall be entitled

(i) the unpaid prior year bonus, if any, (ii) the pro-rata bonus, if any, (iii) an amount of cash equal to 2 times the sum

of executive’s base salary and target bonus opportunity.

executive is terminated without cause (excluding due to death or disability) or by executive for good reason, and in each case such date

of termination occurs during the period beginning on the occurrence of a change of control and ending 12 months thereafter, executive

shall be entitled to receive:

(i) the unpaid prior year bonus, if any, (ii) the pro-rata bonus, if any, (iii) an amount of cash equal

to 3 times the sum of executive’s base salary and target bonus opportunity.

Sheikh – Chief Operating Officer and General Counsel

December 23, 2021, the Company entered into an amended employment agreement with Mr.

Sheik, effective as of October 1, 2021.

The agreement

has a term of two years, subject to automatic renewal for additional terms of one year unless either party gives prior written notice

of non-renewal to the other party no later than 30 days prior to the expiration of the then-current term.

Sheikh will receive an

annual base salary of $200,000, and shall be adjusted as agreed to by both parties in the event of an uplisting of the common shares

of Company onto a national stock exchange.

From the effective fate through March 31, 2022, the base salary shall be paid in the Company’s

Series A Preferred Stock delivered on January 1, 2022.

Beginning on April 1, 2022 and for six months after the uplisting, Executive may

elect to receive his base salary in the form of the Company’s common stock (fully vested).

Sheikh is eligible to receive a

discretionary annual cash bonus as determined by the Board (or a committee thereof) in its sole discretion, with a target bonus opportunity

of 50% of base salary and maximum bonus opportunity of 150% of base salary.

The agreement also contains provisions that prohibit Mr.

Sheikh from soliciting our employees during his employment with us and for 6 months afterward.

executive’s employment is terminated due to executive’s death or by the Company due to executive’s disability, executive

or his estate or beneficiaries, as applicable, shall be entitled to 6 months’ base salary at the then current rate, and payment

on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which executive was a participant as

of the date of death or total disability.

termination of executive’s employment by executive for good reason, executive shall be entitled to the following severance benefits:

(i) the greater of 12 months’ base salary at the then current rate or the remainder of the base salary due under the agreement,

and payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which executive was a participant

as of the date of executive’s termination of employment.

Urban – Chief Financial Officer

December 23, 2021, the Company entered into an amended employment agreement with Mr.

Urban, effective as of October 1, 2021.

The agreement

has a term of two years, subject to automatic renewal for additional terms of one year unless either party gives prior written notice

of non-renewal to the other party no later than 60 days prior to the expiration of the then-current term.

Urban will receive an annual

base salary of $200,000, and shall be adjusted as agreed to by both parties in the event of an uplisting of the common shares of Company

onto a national stock exchange.

Urban is eligible to receive a discretionary annual cash bonus as determined by the Board (or a committee

thereof) in its sole discretion, with a target bonus opportunity of 50% of base salary and maximum bonus opportunity of 150% of base

The agreement also contains provisions that prohibit Mr.

Urban from soliciting our employees during his employment with us and

for 6 months afterward.

Executive’s employment is terminated due to executive’s death or by the Company due to executive’s disability, executive

or his estate or beneficiaries, as applicable, shall be entitled to 6 months’ base salary at the then current rate, and payment

on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which Executive was a participant as

of the date of death or total disability.

termination of executive’s employment by executive for good reason, executive shall be entitled to the following severance benefits:

(i) the greater of 12 months’ Base Salary at the then current rate or the remainder of the base salary due under the agreement,

and payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which executive was a participant

as of the date of Executive’s termination of employment.

Equity at Fiscal Year Ended December 31, 2021

following table sets forth information regarding stock options, warrants and other stock awards for each named executive officer as of

December 31, 2021.

Equity Awards at Fiscal Year Ended December 31, 2021

options/warrants

unexercisable

following table sets forth compensation awarded or paid to our directors for the last two fiscal years for the services rendered by them

to the Company in all capacities.

Compensation for the Fiscal Years Ended December 31, 2021 and 2020

6,760,714 (1)

7,184,192 (1)

Michael Breen (6)

Greg Suess (6)

details see Item 11.

Executive Compensation.

the grant date fair value of options granted on August 3, 2020, to purchase 37,500 shares of the Company’s common stock

with an exercise price of $1.20 per share, and a term of 5 years.

equity awards as of December 31, 2021, consists of options to purchase 120,000 shares of common stock at an exercise price of $0.25

per share, and warrants to purchase 20,000 shares of common stock at an exercise price of $1.50 per share.

the grant date fair value of warrants granted on October 12, 2021, to purchase 20,000 shares of the Company’s common

stock with an exercise price of $1.50 per share, and a term of 5 years.

the grant date fair value of options granted on August 3, 2020, to purchase 100,000 shares of the Company’s common stock

with an exercise price of $1.20 per share, and a term of 5 years.

equity awards as of December 31, 2021, consists of options to purchase 52,500 shares of common stock at an exercise price of $0.25

per share, and warrants to purchase 20,000 shares of common stock at an exercise price of $1.50 per share.

equity awards as of December 31, 2021, consists of warrants to purchase 400,000 shares of common stock at an exercise price of $1.50

the grant date fair value of warrants granted on October 12, 2021, to purchase 400,000 shares of the Company’s common

stock with an exercise price of $1.50 per share, a term of 5 years, and vesting as follows:

20% upon execution of the Services Agreement;

20% on January 20, 2022;

20% on April 20, 2022;

20% on July 20, 2022;

and 20% on October 20, 2022.

Directors are compensated for their participation in meetings of the Board of Directors and its committees, in the amount of (i)

$1,000 for in person meeting, and $250 - $500 per telephonic meeting, depending on the length of the telephonic meeting, and (ii)

are provided a monthly retainer of $750 per month.

During the years ended December 2021 and 2020, no cash compensation was paid to

non-employee Directors;

rather such compensation remained accrued and unpaid.

The intention is to issue stock to the Directors in place and stead of cash

compensation with regard to the amounts that have been accrued and on a going-forward basis.

October 16, 2018, the Company granted three members of the Board 15,000 options each to purchase the Company’s common stock

with an exercise price of $3.40 per share, a term of 5 years, and a vesting period of 1 year.

The options have an aggregated fair

value of approximately $98,544 that was calculated using the Black-Scholes option-pricing model.

The three directors that were

issued the options were Gregory Suess, Michael Breen and Jordan Schur.

Directors John D.

Maatta and Paul L.

Kessler were awarded

20,000 restricted shares of common stock each for Board service.

September 12, 2019 the Board approved granting each of the three non-employee members of the Board a non-qualified Option to purchase

up to fifteen thousand (15,000) shares of the Company’s common stock subject to the terms and conditions of the Plan.

exercise price for the Non-qualified Options is $3.40.

The Non-qualified Options are exercisable for period of 5 years from September

12, 2019 vesting from the date of issuance in equal amounts over a period one year at the rate of twelve hundred fifty (1,250)

shares per month at the end of such month commencing in the month ended September 30, 2019, and pro-rated for the number of days

each non-employee member of the Board serves on the Board during such fiscal quarter.

August 21, 2020 the Board, approved the repricing of the exercise price of outstanding stock options that had been issued to the

members of the board and to employees to $0.25 per share.

Company is in the process of entering into new agreements with each of its directors.

Each such agreement will continue to indemnify

each director during the term that such director serves as a member of the Board until six years thereafter.

The indemnification

will continue to provide each director to the fullest extent permitted under Delaware law for any claims arising out of, or resulting

from, among other things, (i) any actual, alleged or suspected act or failure to act as a director or agent of the Company and

(ii) any actual, alleged or suspected act or failure to act in respect of any business, transaction, communication, filing, disclosure

or other activity of the Company.

Further, the director is indemnified for any losses pertaining to such claims, provided, however,

that the losses not include expenses incurred by the director in respect of any claim as which such director shall have been adjudged

liable to the Company, unless the Delaware Chancery Court rules otherwise.

The Company may issue stock to non-employee Directors

in place and stead of cash compensation with regard to the amounts that have been accrued, and on a going-forward basis.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

authorized capital stock consists of 105,000,000 shares, of which 100,000,000 are for shares of common stock, par value $0.0001

per share, and 5,000,000 are for shares of preferred stock, par value $0.0001 per share.

As of March 29, 2021, there were

3,506,752 shares of our common stock issued and outstanding, all of which were fully paid, non-assessable and entitled to vote.

Each share of our common stock entitles its holder to one vote on each matter submitted to the stockholders.

following table sets forth information as of March 29, 2021, with respect to the beneficial ownership of our common stock

by (i) each of our officers and directors, (ii) our officers and directors as a group and (iii) each person known by us to beneficially

own more than five percent (5%) of our outstanding common stock.

Unless otherwise specified, the address of each of the persons

set forth below is in care of Wizard Brands, Inc., 2700 Homestead Road, Park City, UT 84098.

Title of Class

Name of Beneficial Owner

Number of Shares

Percent of Class

Kessler, Director

Kaufman, CEO and Chairman of the Board of Directors

Heidi Bowman, CFO

Maatta, Director

Greg Suess, Director

Michael Breen, Director

All officers and directors as a group (6 persons)

total includes:

(i) 2,589,986 shares owned by Bristol Investment Fund, Ltd., a Cayman Islands exempted company (“BIF”),

managed by Bristol Capital Advisors, LLC, a Delaware limited liability company, of which Mr.

Kessler has voting and dispositive

power over the shares beneficially owned, (ii) 24,450 shares owned by Bristol Capital, LLC, a Delaware limited liability company

(“BC”), of which Mr.

Kessler has voting and dispositive power over the shares beneficially owned, (iii) 3,935

shares owned by Paul Kessler IRA Rollover, of which Mr.

Kessler has voting and dispositive power over the shares beneficially

owned, and (iv) 39,350 shares owned by Bristol Capital Advisors Pension and Profit Sharing, of which Mr.

Kessler has voting

and dispositive power over the shares beneficially owned.

This total also includes 10,000,000 shares underlying a debenture

held by BIF and 7,000,000 shares underlying a warrant held by BIF.

This total also includes 900,000 shares into which Series

A Preferred Shares held by BC are convertible and 30,000 shares underlying options held by BC, and 20,000 shares of

restricted stock This total also includes 3,525,000 shares into which Series A Preferred Shares held by Mr.

Kessler are convertible

and 43,250 shares underlying options held by Mr.

Kessler was granted options as follows:

options were granted on December 29, 2016 and 15, 0000 options were granted on January 23, 2019.

Additionally,

20,000 shares of restricted stock were granted to Mr.

Kessler on September 29, 2018.

total represents 332,000 common shares into which 8,300 Series A Preferred Shares held by Mr.

Kaufman are convertible, 10,000,000

shares underlying a debenture held by Barlock 2019 Fund, LP (“BF”), of which Mr.

Kaufman is the beneficial owner

and 300,000 shares underlying a warrant held by BF.

Additionally, 37,500 options were granted to Mr.

Kaufman on April 3,

total represents common shares into which 4,000 Series A Preferred Shares held by Ms.

Bowman are convertible.

these shares, 20,000 are owned outright by Mr.

Maatta, 140,000 may be acquired by Mr.

Maatta upon the exercise of an

option, and 3,774,720 are common shares into which Series A Preferred Shares held by Mr.

Maatta are convertible.

that were granted to Mr.

Maatta are as follows:

40,000 options were granted on May 3, 2016;

20,000 options were granted on

January 23, 2019, and 100,000 options were granted on April 4, 2020.

Additionally, 20,000 shares of restricted stock were

granted to Mr.

Maatta on September 29, 2018.

these shares, 67,500 may be acquired by Mr.

Suess upon the exercise of options at the exercise price of $0.25 per share.

options that were granted to Mr.

Suess are as follows:

15,000 shares on September 29, 2018 and 15,000 shares on September

12, 2019, and 37,500 shares on April 3, 2020.

Additionally, 20,000 shares of restricted stock were granted to Mr.

September 29, 2018.

these shares, 67,500 may be acquired by Mr.

Breen upon the exercise of an option.

The options that were granted

Breen are as follows:

15,000 shares on September 29, 2018 and 15,000 shares on September 12, 2019, and 37,500 shares

on April 3, 2020.

Additionally, 10,00 shares of restricted stock were granted to Mr.

Breen on September 29, 2018.

assuming all derivative securities held by the appliable officer or director have been exercised.

Option Issuances Under the 2011 Incentive Compensation and Award Plan

May 9, 2011, as subsequently amended on September 14, 2011, April 11, 2012, July 9, 2012 and September 25, 2014, we adopted the

2011 Incentive Stock and Award Plan, which was authorized and approved by the Board, and have granted to all directors, options

to purchase our common stock pursuant to the terms of their employment, consulting and/or director agreements.

3, 2020 the board of directors adopted and approved the 2020 Incentive Stock and Award Plan.

May 5, 2014, the Board approved the granting to each of the five non-employee members of the Board on May 9, 2014, a Non-qualified

Option to purchase up to fifteen thousand (15,000) shares of the Company’s common stock subject to the terms and conditions

The exercise price for the Non-qualified Options is $12.80.

The Non-qualified Option is exercisable for period of

five (5) years from the date of issuance and such option shall vest in equal amounts over a period of three (3) years at the rate

of twelve hundred fifty (1,250) shares per fiscal quarter at the end of such quarter, commencing in the quarter ended June 30,

2014, and pro-rated for the number of days each non-employee member of the Board serves on the Board during such fiscal quarter.

On September 29, 2018 the Board approved

granting each of the three non-employee members of the Board a non-qualified Option to purchase up to fifteen thousand (15,000)

shares of the Company’s common stock.

The Board also awarded restricted shares as follows:

Kessler and Mr.

Maatta received twenty thousand (20,000) restricted shares, Mr.

Breen and Mr.

Schur received ten thousand (10,000) restricted

September 12, 2019 the Board approved granting each of the three non-employee members of the Board a non-qualified Option to purchase

up to fifteen thousand (15,000) shares of the Company’s common stock subject to the terms and conditions of the Plan.

exercise price for the Non-qualified Options is $3.40.

The Non-qualified Options are exercisable for period of 5 years from September

12, 2019 vesting from the date of issuance in equal amounts over a period one year at the rate of twelve hundred fifty (1,250)

shares per month at the end of such month commencing in the month ended September 30, 2019, and pro-rated for the number of days

each non-employee member of the Board serves on the Board during such fiscal quarter.

Option Issuances Under the 2016 Incentive Compensation and Award Plan

August 12, 2016, Board unanimously approved, authorized and adopted (subject to stockholder approval) the 2016 Incentive Stock

and Award Plan (the “2016 Plan”) to replace the expired Third Amended and Restated 2011 Incentive Stock and Award

The 2016 Plan provides for the issuance of up to 5,000,000 shares of the Company’s common stock through the grant

of nonqualified options, incentive options and restricted stock to the Company’s directors, officers, consultants, attorneys,

advisors and employees.

July 15, 2016, in conjunction with the Maatta Employment Agreement, the Company granted to Mr.

Maatta 40,000 options to purchase

shares of the Company’s common stock, par value $0.0001 per share which shall vest quarterly over the period beginning on

July 15, 2016 and ending May 3, 2021, at an exercise price range of $10.00 to $12.00 per share.

November 8, 2016, in conjunction with the Malinoff Employment Agreement, the Company granted to Mr.

Malinoff 30,000 options to

purchase shares of the Company’s common stock, par value $0.0001 per share which shall vest quarterly over the period beginning

on November 8, 2016 and ending July 14, 2021, at an exercise price range of $10.00 to $12.00 per share.

These options issued to

Malinoff have been cancelled.

December 29, 2016, in conjunction with the Bristol Consulting Agreement, the Company granted to Bristol 30,000 options to purchase

shares of the Company’s common stock, par value $0.0001 per share which shall vest quarterly over the period beginning on

December 29, 2016 and ending December 29, 2021, at an exercise price range of $10.00 to $12.00 per share.

January 23, 2019 the Company granted certain of its employees a total of 107,125 options to purchase shares of the Company’s

common stock par value $0.0001 per share which shall vest quarterly over a two year period at an exercise price of $2.60

Certain Relationships and Related Transactions, and Director Independence

December 29, 2014, the Company and a member of the Board formed Wiz Wizard (d/b/a ConBox) in the State of Delaware.

and the member of the Board each owned 50% of the membership interest and agreed to allocate the profits and losses accordingly

upon repayment of the initial capital contributions on a pro rata basis.

On February 4, 2016, the member of the Board assigned

his fifty percent (50%) membership interest to the Company.

The Company ceased ConBox operations in 2017.

Wiz World, LLC was dissolved

in March 2019.

December 29, 2016, the Company entered into a Consulting Services Agreement (the “Consulting Agreement”) with Bristol

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

Kessler, the Chairman of the Company.

Pursuant to the Consulting Agreement, Mr.

Kessler will serve as Executive Chairman of the Company.

The initial term of the Agreement

is from December 29, 2016 through March 28, 2017 (the “Initial Term”).

The term of the Consulting Agreement will be

automatically extended for additional terms of 90-day periods each (each a “Renewal Term”

and together with the Initial

Term, the “Term”), unless either the Company or Bristol gives prior written notice of non-renewal to the other party

no later than thirty (30) days prior to the expiration of the then current Term.

the Term, the Company will pay Bristol a monthly fee (the “Monthly Fee”) of Eighteen Thousand Seven Hundred Fifty

and No/100 Dollars ($18,750).

addition, the Company will grant to Bristol options to purchase up to an aggregate of 30,000 shares of the Company’s common

the year ended December 31, 2020 and 2019, the Company incurred total expenses of $225,000 and $225,000, respectively, for services

provided by Bristol.

During the years ended December 31, 2020

and 2019, the Company incurred expenses of approximately $225,000, for each period for services provided by Bristol.

22, 2018, the Board of Directors of the Company decided to issue 210,982 shares of Preferred stock (“2018 Bristol shares”)

for settlement of the outstanding fees due to Bristol totalling $496,875.

At December 31, 2020 and 2019, the Company accrued $0

and $125,154, respectively, of net monthly fees due to Bristol.

On August 3, 2020, the Board of Directors resolved to convert

the total amount of debt owed to Bristol of $384,375, as of July 31, 2020, into 38,438 shares of Series A Preferred stock.

August 3, 2020, as ratified on August 21, 2020, the Board of Directors elected to cancel the 2018 Bristol shares and issue an

additional 88,125 shares of Series A Preferred stock.

June 16, 2016, the Company entered into a Standard Multi-Tenant Sublease (“Sublease”) with Bristol Capital Advisors,

LLC (“Bristol Capital Advisors”), an entity controlled by the Company’s Chairman of the Board.

The leased premises

are owned by an unrelated third party and Bristol Capital Advisors passes the lease costs down to the Company.

The term of the

Sublease is for 5 years and 3 months beginning on July 1, 2016 commencing with monthly payments of $8,118.

Upon execution of the

Sublease, the Company paid a security deposit of $9,137 and $199,238 for prepaid rent.

During the year ended December 31, 2018

and 2017, the Company incurred total rent expense of $115,954 and $101,843, respectively, under the Sublease.

Purchase Agreement - 1

December 1, 2016, the Company entered into the Purchase Agreement with Bristol Investment Fund, Ltd.

Purchaser ”),

an entity controlled by the Chairman of the Company’s Board of Directors, pursuant to which the Company sold to the Purchaser,

for a cash purchase price of $2,500,000, securities comprising:

(i) the Debenture, (ii) Series A Warrants, and (iii) Series B

Pursuant to the Purchase Agreement, the Company paid $25,000 to the Purchaser and issued to the Purchaser 25,000 shares

of Common Stock with a grant date fair value of $85,000 to cover the Purchaser’s legal fees.

The Company recorded as a debt

discount of $25,791 related to the cash paid and the relative fair value of the shares issued to Purchaser for legal fees.

Debenture with an initial principal balance of $2,500,000, due December 30, 2018 (the “Maturity Date”), will accrue

interest on the aggregate unconverted and then outstanding principal amount of the Debenture at the rate of 12% per annum.

is payable quarterly on (i) January 1, April 1, July 1 and October 1, beginning on January 1, 2017, (ii) on each date the Purchaser

converts, in whole or in part, the Debenture into Common Stock (as to that principal amount then being converted), and (iii) on

the day that is 20 days following the Company’s notice to redeem some or all of the of the outstanding principal of the

Debenture (only as to that principal amount then being redeemed) and on the Maturity Date.

The Debenture is convertible into shares

of the Company’s Common Stock at any time at the option of the holder, at an initial conversion price of $3.00 per share,

subject to adjustment.

In the event of default occurs, the conversion price shall be the lesser of (i) the initial conversion

price of $3.00 and (ii) 50% of the average of the 3 lowest trading prices during the 20 trading days immediately prior to the

applicable conversion date.

The debenture contains a “ratchet”

provisions that adjusts the conversion rate of the

debenture to the lowest rate the Company has agreed to issue stock.

The effect of repricing board and employee options to $0.25

reset the conversion rates of the debenture to $0.25.

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

holder of the debenture has agreed to not require payment due under each of the outstanding debenture until December 31, 2022.

Series A Warrants

Series A Warrants to acquire up to 833,333 shares of Common Stock at the Series A Initial Exercise Price of $3.00 and expiring

on December 2, 2024.

The Warrants may be exercised immediately upon the issuance date, upon the option of the holder.

The exercise price of the Warrants is currently $0.25 and the expiration date has been extended.

Series B Warrants

Series B Warrants to acquire up to 833,333 shares of Common Stock at the Series B Initial Exercise Price of $3.00 and expiring

following table sets forth certain information, as of March 24, 2022, with respect to the holdings of (1) each person who is the beneficial

owner of more than five percent of our common stock, (2) each of our directors, (3) each named executive officer, and (4) all of our

directors and executive officers as a group.

ownership of the common stock is determined in accordance with the rules of the Securities and Exchange Commission and includes any shares

of common stock over which a person exercises sole or shared voting or investment powers, or of which a person has a right to acquire

ownership at any time within 60 days of March 25, 2022.

Except as otherwise indicated, and subject to applicable community property laws,

the persons named in this table have sole voting and investment power with respect to all shares of common stock held by them.

of each director and officer is c/o Creek Road Miners, Inc., 2700 Homestead Road, Park City, UT 84098.

Applicable percentage ownership

in the following table is based on 10,447,103 shares of common stock outstanding as of March 24, 2022 plus, for each person, any securities

that person has the right to acquire within 60 days of March 24, 2022.

Name and Address

of Beneficial Owner

than 5% Shareholder:

Investment Fund, Ltd.

555 Marin Street, Suite 140

Oaks, CA 91360

2019 Fund LP (2)

2700 Homestead Road

City, UT 84098

Leviston Resources, LLC (3)

708 Third Avenue, Suite 600

New York, NY 10017

and Executive Officers:

Scott Sheikh (4)

Michael Breen (7)

All Directors and Executive Officers as a group

Kessler exercises voting and investment power over the shares held by Bristol Investment Fund, Ltd., Bristol Capital, LLC, Bristol

Capital Advisors Profit Sharing Plan, as well as the shares owned my Mr.

Kessler himself.

Includes 2,589,986 shares of common stock

as indicated on the most recent 13D filing, and 14,285,714 shares of common stock issuable upon the conversion of the $2,500,000

secured convertible debenture held by Bristol Investment Fund, Ltd., at a conversion price to $0.175;

warrants held by Bristol Investment

to acquire 10,000,000 shares of Common Stock at an exercise price of $0.175 per share;

24,450 shares of common stock held

by Bristol Capital, LLC;

3,935 shares of common stock held by Mr.

Kessler’s IRA;

39,350 shares of common stock held by Bristol

Capital Advisors Profit Sharing Plan;

options held by Mr.

Kessler to acquire 1,312,500 shares of Common Stock at an exercise price

of $2.65 per share;

options held by Mr.

Kessler to acquire 15,000 shares of Common Stock at an exercise price of $0.25 per share;

and 5,859,886 shares of common stock issuable upon the conversion of 102,548 shares of Series A preferred stock held by Mr.

convertible by dividing the stated value per share, currently $10 per share, by the Series A Conversion Price, currently $0.175.

Kaufman exercises voting and investment power over the shares held by Barlock 2019 Fund LP, and Barlock Capital Management, LLC,

as well as the shares owned my Mr.

Kaufman himself.

Includes 14,285,714 shares of common stock issuable upon the conversion of the

$2,500,000 secured convertible debenture held by Barlock 2019 Fund LP, at a conversion price to $0.175;

options held by Mr.

to acquire 1,312,500 shares of Common Stock at an exercise price of $2.65 per share;

options held by Mr.

Kaufman to acquire 37,500

shares of Common Stock at an exercise price of $0.25 per share;

and 714,229 shares of common stock issuable upon the conversion of

12,499 shares of Series A preferred stock held by Mr.

Kaufman, convertible by dividing the stated value per share, currently $10

per share, by the Series A Conversion Price, currently $0.175.

Excludes warrants held by Barlock Capital Management, LLC to acquire

4,285,714 shares of common stock at an exercise price to $0.175 that are subject to a contractually stipulated 4.99% ownership restriction.

386,647 shares of common stock as indicated on the most recent 13G filing, and 731,053 shares of common stock issuable upon the conversion

of Series B preferred stock, if and when converted.

Excludes the following securities subject to a contractually stipulated 9.99%

ownership restriction:

1,988,813 shares of common stock issuable upon the conversion of 2,762 shares of Series B preferred stock,

convertible by dividing the stated value per share, currently $1,080, by the Series C Conversion Price, currently $1.50, less 731,053

shares of common stock issuable upon the conversion of Series B preferred stock;

and warrants to acquire 10,000 shares of Series

B preferred stock at an exercise price of $1,000 per share, resulting in 7,200,000 shares of common stock issuable upon the conversion

of 1,000 shares of Series B preferred stock, convertible by dividing the stated value per share, currently $1,080, by the Series

B Conversion Price, currently $1.50.

441,257 shares of common stock issuable upon the conversion of 7,722 shares of Series A preferred stock, convertible by dividing

the stated value per share, currently $10 per share, by the Series A Conversion Price, currently $0.175;

and options to acquire 437,500

shares of Common Stock at an exercise price of $2.65 per share.

options to acquire 437,500 shares of Common Stock at an exercise price of $2.65 per share.

5,392,457 shares of common stock issuable upon the conversion of 94,368 shares of Series A preferred stock, convertible by dividing

the stated value per share, currently $10 per share, by the Series A Conversion Price, currently $0.175;

and options to acquire 120,000

shares of common stock at an exercise price of $0.25 per share, and warrants to acquire 20,000 shares of common stock at an exercise

price of $1.50 per share.

options to acquire 52,500 shares of common stock at an exercise price of $0.25 per share, and warrants to acquire 20,000 shares of

common stock at an exercise price of $1.50 per share.

warrants to acquire 160,000 shares of common stock at an exercise price of $1.50 per share.

Compensation Plan Information

May 9, 2011, the Company adopted the 2016 Incentive Stock Award Plan (the “2011 Plan”), on August 12, 2016, the Company adopted

the 2016 Incentive Stock Award Plan (the “2016 Plan”), on August 3, 2020, the Company adopted the 2020 Stock Plan (the “2020

Plan”), and on December 1, 2021, the Company adopted the 2021 Incentive Stock Award Plan (the “2021 Plan”), collectively

(the “Plans”).

The purpose of the Plans is to grant options to purchase our common stock, and other incentive awards, to

our employees, directors and key consultants.

maximum number of shares of common stock that may be issued pursuant to awards granted under the 2020 Plan was 500,000.

On December 1,

The Series B Warrants were exercised immediately upon the issuance date.

The Company received gross

proceeds of $1,667 upon exercise of the warrants.

issuance of the note, the Company valued the warrants using the Black-Scholes Option Pricing model and accounted for it using

the relative fair value of $1,448,293 as debt discount on the consolidated balance sheet.

The debt discount is amortized over

the earlier of (i) the term of the debt or (ii) conversion of the debt, using the effective interest method which approximates

the interest method.

The amortization of debt discount is included as a component of interest expense in the consolidated statements

of operations.

There was unamortized debt discount of $0 and $4,999 as of December 31, 2019 and 2018, respectively, which includes

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

note payable was not retired on the due date and remains outstanding as December 31, 2020.

The Company continues to accrue interest

at the stated rate of 12% per annum.

Accrued interest expense as of December 31, 2020 and 2019 was $1,373,837 and $923,836, respectively.

Purchase Agreement –

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.

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.

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 debenture will accrue interest on the

aggregate unconverted and then outstanding principal amount of the debenture at the rate of 12% per annum.

Interest is payable

quarterly on (i) January 1, April 1, July 1 and October 1, beginning on January 1, 2020, (ii) on each date the Purchaser converts,

in whole or in part, the debenture into Common Stock (as to that principal amount then being converted), and (iii) on the day

that is 20 days following the Company’s notice to redeem some or all of the of the outstanding principal of the debenture.

The debenture is convertible into shares of the Company’s Common Stock at any time at the option of the holder, at an initial

conversion price of $2.50 per share, provided, however, from and after an event of default, the conversion price shall be equal

to the lesser of (i) the then conversion price or (ii) 50% of the average of the three lowest trade prices during the 20 trading

days immediately prior to the applicable conversion date.

The initial conversion price is subject to adjustments in connection

with, among other things, (i) the Company’s issuance of additional shares of Common Stock, or securities convertible into

or exercisable for additional shares of Common Stock, at a price lower than the then current Conversion Price, and (ii) future

stock splits, reverse stock splits, mergers or reorganizations, and similar changes affecting holders of Common Stock.

debenture contains a “ratchet”

provisions that adjusts the conversion rate of the debenture to the lowest rate the

Company has agreed to issue stock.

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

debenture to $0.25.

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

to not require payment due under each of the outstanding debenture until December 31, 2022.

Company also issued to the Purchaser a warrant to purchase up to 300,000 shares of Common Stock at $2.50 per share.

may be exercised immediately upon the issuance date, upon the option of the holder.

The warrant exercise price is subject to adjustments

in connection with (i) the Company’s issuance of securities to acquire additional shares of Common Stock at a price lower

than the then effective exercise price and (ii) future stock splits, reverse stock splits, mergers or reorganizations, and similar

changes affecting holders of Common Stock.

The warrant expires on December 1, 2024.

The exercise price of the Warrants is currently

Purchaser is owned and managed by Scott D.

Kaufman who was elected to our board of directors on November 4, 2019, and subsequently

elected CEO, President and Chairman of our board of directors on November 24, 2020.

of Related Party Transactions

party transactions are reviewed and approved or denied by the board of directors of the Company.

If the related party to a transaction

is a member of the board of directors, the transaction must be approved by a majority of the board that does not include the related

common stock of the Company is currently quoted on the OTCBB and OTCQB, quotation systems which currently do not have director

independence requirements.

On an annual basis, each director and executive officer will be obligated to disclose any transactions

with the Company in which a director or executive officer, or any member of his or her immediate family, have a direct or indirect

material interest in accordance with Item 407(a) of Regulation S-K.

Following completion of these disclosures, the Board will

make an annual determination as to the independence of each director using the current standards for “independence”

that satisfy the criteria for the NASDAQ.

of March 31, 2021, the following directors are independent under these standards:

Suess and Michael Breen.

2021, all prior stock award plans were retired, and the 2021 Plan was adopted.

The maximum number of shares of common stock that may

be issued pursuant to awards granted under the 2021 Plan is 10,000,000.

The shares of our common stock underlying cancelled and forfeited

awards issued under the 2021 Plan may again become available for grant under the 2021 Plan.

As of December 31, 2021, there were 3,000,000

shares available for grant under the 2021 Plan, and no shares were available for grant under the 2020 Plan, 2016 Plan, or 2011 Plan.

of securities

future issuance

of securities to be

upon exercise of

in column (a))

2021 Incentive

Stock Award Plan

Certain Relationships and Related Transactions, and Director Independence

Related Party Transactions, to the consolidated financial statements.

board of directors currently consists of five members:

Kessler (Executive Chairman), Kaufman, Maatta, Breen and Boyce.

of directors has determined that Mr.

Breen and Mr.

Boyce are independent directors as that term is defined in the applicable NASDAQ rules

as well as the SEC rules governing the independence of audit committee members.

Breen and Mr.

Boyce are each members of the Audit

Committee, Compensation Committee and Nominating and Governance Committee of our board of directors.

The common stock of the Company

is currently quoted on the OTCQB, which currently does not have director independence requirements.

an annual basis, each director and executive officer will be obligated to disclose any transactions with the Company in which a director

or executive officer, or any member of his or her immediate family, have a direct or indirect material interest in accordance with Item

407(a) of Regulation S-K.

Following completion of these disclosures, the Board will make an annual determination as to the independence

of each director as that term is defined in the applicable NASDAQ rules.

Principal Accounting Fees and Services

The Company’s independent registered public accounting firm, MaughanSullivan LLC (“Maughan”), was engaged on

December 17, 2017.

The aggregate fees billed by Maughan for the audit of the Company’s financial statements for the fiscal

year ended December 31, 2019 was $22,000.

The aggregate fees billed by Maughan for the audit of the Company’s financial

statements for the fiscal year ended December 31, 2020 was $25,500.

Maughan billed the Company for assurance and related services that were related to its audit or review of the Company’s

financial statements during the fiscal years ended December 31, 2020 and 2019, $7,500 and $12,000, respectively.

The aggregate fees by Maughan for tax compliance, advice and planning was $7,500 for the fiscal and tax year ended December

No fees were billed in the year ended December 31, 2019.

Maughan did not bill the Company for assurance related services other than the foregoing during the fiscal years ended December

31, 2020 and 2019.

Exhibits, Financial Statement Schedules.

following documents are included as exhibits to this report.

of Principal Accounting Fees for Professional Services Rendered

following table presents the aggregate fees for professional audit services and other services rendered by Maughan Sullivan LLC, our

independent registered public accountants in the fiscal years ended December 31, 2021 and 2020.

Audit-Related Fees

All Other Fees

Fees c onsist of amounts billed for professional services rendered for the audit of our annual consolidated financial statements included

in our Annual Reports on Form 10-K, and reviews of our interim consolidated financial statements included in our Quarterly Reports on

Form 10-Q, including amendments thereto.

Audit-Related

Fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of our

consolidated financial statements but are not reported under “Audit Fees.”

Fees consist of fees for professional services for tax compliance activities, including the preparation of federal and state tax

returns and related compliance matters.

Other Fees consists of amounts billed for services other than those noted above.

audit committee of our board of directors has considered whether the provision of the services described above for the fiscal years ended

December 31, 2021 and 2020, is compatible with maintaining the auditor’s independence.

audit and non-audit services that may be provided by our principal accountant to us shall require pre-approval by the audit committee

of our board of directors.

Further, our auditor shall not provide those services to us specifically prohibited by the SEC, including

bookkeeping or other services related to the accounting records or financial statements of the audit client;

financial information systems

design and implementation;

appraisal or valuation services, fairness opinion, or contribution-in-kind reports;

actuarial services;

audit outsourcing services;

management functions;

human resources;

broker-dealer, investment adviser, or investment banking services;

legal services and expert services unrelated to the audit;

and any other service that the Public Company Accounting Oversight Board determines,

by regulation, is impermissible.

Exhibits and Financial Statement Schedules

Financial Statements.

financial statements of Creek Road Miners, Inc.

and its subsidiaries and the independent registered public accounting firm’s report

dated March 31, 2022, are incorporated by reference to Item 8 of this report.

and (c) Financial Statement Schedules

and (b) Exhibits

Certificate of Incorporation of GoEnergy, Inc.

(as filed as Exhibit 1.1 to the Company’s Registration Statement on Form SB-2, filed with the SEC on March 25, 2003).

Bylaws (as filed as Exhibit 2.1 to the Company’s Registration Statement on Form SB-2, filed with the SEC on March 25, 2003).

Certificate of Amendment to the Certificate of Incorporation of GoEnergy, Inc., dated December 6, 2010 (as filed as Exhibit 3.3 to the Company’s Current Report on Form 8-K, filed with the SEC on December 13, 2010).

Certificate of Correction, dated December 8, 2010 (as filed as Exhibit 3.4 to the Company’s Current Report on Form 8-K, filed with the SEC on December 13, 2010).

Second Certificate of Correction filed January 20, 2011 (as filed as Exhibit 3.5 to the Company’s Current Report on Form 8-K, filed with the SEC on January 25, 2011).

Certificate to set forth Designations, Voting Powers, Preferences, Limitations, Restrictions, and Relative Rights of Series A Cumulative Convertible Preferred Stock, $0.0001 par value per share (as filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 13, 2010).

Certificate of Amendment to Certificate to set forth Designations, Voting Powers, Preferences, Limitations, Restrictions, and Relative Rights of Series A Cumulative Convertible Preferred Stock, $.0001 par value per share (as filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed with the SEC on April 25, 2011).

Certificate of Amendment to Certificate to set forth Designations, Voting Powers, Preferences, Limitations, Restrictions, and Relative Rights of Series A Cumulative Convertible Preferred Stock, $.0001 par value per share (as filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 30, 2012).

Amended and Restated Series A Certificate of Designations, dated March 29, 2012 (as filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on March 30, 2012).

(as filed as Exhibit 1.1 to the Company’s Registration Statement on Form SB-2, filed with the SEC on March 25, 2003).

Bylaws (as filed as Exhibit 2.1 to the Company’s Registration Statement on Form SB-2, filed with the SEC on March 25, 2003).

Certificate of Correction, dated December 8, 2010 (as filed as Exhibit 3.4 to the Company’s Current Report on Form 8-K, filed with the SEC on December 13, 2010).

Second Certificate of Correction filed January 20, 2011 (as filed as Exhibit 3.5 to the Company’s Current Report on Form 8-K, filed with the SEC on January 25, 2011).

Certificate of Amendment to Certificate to set forth Designations, Voting Powers, Preferences, Limitations, Restrictions, and Relative Rights of Series A Cumulative Convertible Preferred Stock, $.0001 par value per share (as filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 30, 2012).

Amended and Restated Series A Certificate of Designations, dated March 29, 2012 (as filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on March 30, 2012).

First Amendment to the Bylaws of Wizard World, Inc.

(as filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 21, 2016).

Certificate of Amendment of Certificate of Incorporation (as filed as Exhibit 3.11 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 30, 2020).

Form of Securities Purchase Agreement (as filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 23, 2019)

Form of 12% Senior Secured Convertible Debenture (as filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on December 23, 2019)

Form of Warrant (as filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on December 23, 2019)

Form of Security Agreement (as filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on December 23, 2019)

(as filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 21, 2016).

Certificate of Amendment of Certificate of Incorporation (as filed as Exhibit 3.11 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 30, 2020).

Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock, dated July 16, 2021 (incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 13, 2021).

Certificate of Designation of Preferences, Rights and Limitations of Series C Preferred Stock, dated December 1, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 7, 2021).

Description of Company’s securities.

Form of Securities Purchase Agreement (as filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 23, 2019).

Form of 12% Senior Secured Convertible Debenture (as filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on December 23, 2019).

Form of Warrant (as filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on December 23, 2019).

Form of Security Agreement (as filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on December 23, 2019).

Employment Agreement dated as of March 1, 2021 but effective as of November 24, 2020, by and between Wizard Brands, Inc.

Kaufman (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on March 3, 2021).

Employment Agreement dated as of March 1, 2021 but effective as of November 24, 2020, by and between Wizard Brands, Inc.

Bowman (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on March 3, 2021).

Separation Agreement entered into as of February 20, 2021 between Wizard Brands, Inc.

Maatta (incorporated by reference to the Company’s Current Report on Form 8-K, filed on March 3, 2021).

Securities Purchase Agreement dated March 26, 2021, between Wizard Brands, Inc.

and Leviston Resources LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on April 2, 2021).

Amendment No.1 to Securities Purchase Agreement, dated as of July 16, 2021, between Creek Road Miners, Inc.

and Leviston Resources, LLC (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q filed on August 13, 2021).

Registration Rights Agreement dated March 26, 2021, between Wizard Brands, Inc.

and Leviston Resources LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on April 2, 2021).

Amendment No.

1 to Registration Rights Agreement, dated July 16, 2021, between Creek Road Miners, Inc.

and Leviston Resources, LLC (as filed as Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed on August 13, 2021).

Series B Preferred Stock Purchase Warrant (Series 1) issued to Leviston Resources LLC (as filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on April 2, 2021).

Amendment No.

1 to Series B Preferred Stock Purchase Warrant (Series 1) issued to Leviston Resources LLC, dated July 16, 2021 (incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q filed on August 13, 2021).

Series B Preferred Stock Purchase Warrant (Series 2) issued to Leviston Resources LLC (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on April 2, 2021).

Amendment No.

1 to Series B Preferred Stock Purchase Warrant (Series 2) issued to Leviston Resources LLC, dated July 16, 2021(incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q filed on August 13, 2021).

Asset Purchase Agreement dated August 6, 2021, between Kick the Can Corp.

and Informa Pop Culture Events, Inc.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on August 10, 2021).

Form of Securities Purchase Agreement (incorporated by reference to the Company’s Current Report on Form 8-K, filed on August 31, 2021).

Form of Common Stock Purchase Warrant (incorporated by reference to the Company’s Current Report on Form 8-K, filed August 31, 2021).

Form of Convertible Promissory Note, dated August 19, 2011 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on August 30, 2011).

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 10, 2021).

Form of Warrants (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on December 10, 2021).

Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on December 10, 2021).

Employment Agreement dated as of December 23, 2021, by and between Creek Road Miners, Inc.

Kessler (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 23, 2021).

Amended and Restated Employment Agreement of Scott D.

Kaufman dated as of December 23, 2021, by and between Creek Road Miners, Inc.

Kessler (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on December 23, 2021).

Employment Agreement dated as of December 23, 2021, by and between Creek Road Miners, Inc.

Sheikh (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on December 23, 2021).

Employment Agreement dated as of December 23, 2021, by and between Creek Road Miners, Inc.

and Alan Urban (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on December 23, 2021).

Contract with CDMG, Inc.

(incorporated by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q filed on November 12, 2021).

Contract with CDMG, Inc.

(incorporated by reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q filed on November 12, 2021)

Contract with Retro Wall Street Consulting, LLC (incorporated by reference to Exhibit 10.15 to the Company’s Quarterly Report on Form 10-Q filed on November 12, 2021).

Non-Fixed Price Sales and Purchase Agreement dated December 17, 2021 between Creek Road Miners, Inc.

and Bitmain Technologies Limited (incorporated by reference to Exhibit 10.30 to the Company’s Registration Statement on Form S-1 filed on March 11, 2022).

Gas Supply Agreement dated as of October 22, 2021 between Creek Road Miners, Inc.

and American Natural Energy Corporation (incorporated by reference to Exhibit 10.31 to the Company’s Registration Statement on Form S-1 filed on March 11, 2022).

Terms and Conditions of Braiins Mining Limited (incorporated by reference to Exhibit 10.32 to the Company’s Registration Statement on Form S-1 filed on March 11, 2022).

List of Subsidiaries (incorporated herein by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed with the SEC on April 17, 2017).

Consent of MaughanSullivan LLC .

Power of Attorney (included on signature pages).

Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a))*

7 unchanged sentences

Taxonomy Extension Calculation Linkbase

Taxonomy Extension Definition Linkbase *

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Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Filed herewith

Form 10–K Summary.

Indicates a management contract or compensatory plan or arrangement

Users of this data are advised pursuant to Rule 406T of Regulation S-T that this interactive data file is deemed not filed or part of

a registration statement for purposes of Section 11 or 12 of the Securities Act, is deemed not filed for purposes of Section 18 of the

Exchange Act, and otherwise is not subject to liability under these section

Form 10-K Summary

Company has elected not to include a summary of the Form 10-K.

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to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report

to be signed on its behalf by the undersigned, thereunto duly authorized.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

ROAD MINERS, INC.

March 31, 2022

and Chief Executive Officer

Executive Officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf

of the registrant and in the capacities and on the dates indicated.

March 31, 2022

Executive Officer, President, Principal Executive Officer, and Chairman of the Board

March 29, 2021

Financial Officer, Chief Accounting Officer and Secretary

March 29, 2021

Financial Officer

Financial and Accounting Officer)

ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Scott D.

Kaufman and Alan L.

and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution for him or her, and in

his or her name in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with

exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact

and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done

therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said

attorneys-in-fact and agents, and any of them or his or her substitute or substitutes, may lawfully do or cause to be done by virtue

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

Executive Officer (Principal Executive Officer), President and Director

Financial Officer (Principal Financial

Accounting Officer)

Michael Breen

March 29, 2021

to the Consolidated Financial Statements

Report of Registered Independent Public Accounting Firm

Consolidated Balance Sheets at December 31, 2020 and 2019

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

Consolidated Statements of Stockholders’

Deficit for the Years Ended December 31, 2020 and 2019

Consolidated Statements of Cash Flows for Years Ended December 31, 2020 and 2019

Notes to the Consolidated Financial Statements

maughansullivanllc

CERTIFIED PUBLIC ACCOUNTING FIRM

www.maughansullivanllc.com

OF REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM

the Stockholders and the Board of Directors of Wizard Brands, Inc.:

on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheets of Wizard Brands, Inc.

(the “Company”) as of December 31,

2020 and 2019, the related consolidated statements of income, of stockholders’

equity, and of cash flows for each of the

two years in period ended December 31, 2020, including the related notes (collectively referred to as the “consolidated

financial statements”).

our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position

of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the two years

in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America.

Company’s management is responsible for these consolidated financial statements.

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with

the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect

to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities

and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit

to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial

As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but

not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to

error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

MaughanSullivan LLC

have served as the Company’s auditor since 2017.

E Water Vista Way

Brickell Ave., Ste.

Wall Street, 11 th Floor

York, NY 10005

linda@maughansullivanllc.com

heber@maughansullivanllc.com

Balance Sheets

December 31, 2020

December 31, 2019

Current Assets

Cash and cash equivalents

Accounts receivable, net

Prepaid convention expenses

Prepaid expenses

Total Current Assets

Property and equipment, net

Intangibles, net

Operating lease right of use asset, net

Security deposits

Liabilities and Stockholders’

Current Liabilities

Accounts payable and accrued expenses

Unearned revenue

Notes payable

Operating lease liability

Convertible promissory note –

related party, net

Due to CONtv joint venture

Total Current Liabilities

Operating lease liability, net

Notes payable, net

Convertible debenture, net

Total Liabilities

Commitments and contingencies

Stockholders’

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

500,000 shares authorized;

173,974 and none shares outstanding, respectively

Preferred stock par value $0.0001:

4,500,000 shares authorized;

none and 288,448 shares issued and outstanding, respectively

Common stock par value $0.0001:

100,000,000 shares authorized;

3,506,752 and 3,506,752 shares issued and outstanding, respectively

Additional paid-in capital

Accumulated deficit

(30,039,146 )

(28,098,745 )

Non-controlling interest

Total Stockholders’

Total Liabilities and Stockholders’

accompanying notes to the consolidated financial statements

Statements of Operations

For the Years Ended

December 31, 2020

December 31, 2019

Cost of revenues

Operating expenses

Share-based compensation

Salaries and benefits

Consulting fees

General and administrative

Total operating expenses

Loss from operations

Other income (expenses)

Interest expense

Total other expenses

Loss before income tax provision

Income tax provision

Series A Preferred dividends

Net loss attributable to common stockholders

$ (1,854,609 )

$ (2,161,855 )

Loss per share - basic

Loss per share - diluted

Weighted average common shares outstanding –

accompanying notes to the consolidated financial statements

Statement of Stockholders’

Preferred Stock

value $0.0001

Non-controlling

Stockholders’

January 1, 2019

issued as debt discount

December 31, 2019

of Preferred shares

of Preferred shares for settlement of accrued liabilities

December 31, 2020

accompanying notes to the consolidated financial statements

Statements of Cash Flows

For the Years Ended

December 31, 2020

December 31, 2019

Cash Flows From Operating Activities:

$ (1,940,401 )

$ (2,161,855 )

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

Accretion of debt discount

Right-of-use asset amortization

Share-based compensation

Changes in operating assets and liabilities:

Accounts receivable

Prepaid convention expenses

Prepaid expenses

Security deposits

Accounts payable and accrued expenses

Unearned revenue

Net Cash Used In Operating Activities

Cash Flows from Investing Activities:

Purchase of property and equipment

Purchase of intangible assets

Net Cash Used In Investing Activities

Cash Flows from Investing Activities:

Proceeds from issuance of convertible debentures and warrants

Proceeds from notes payable

Payment of debt issuance costs

Net Cash Provided by Financing Activities

Net change in cash and cash equivalents

Cash and cash equivalents at beginning of reporting period

Cash and cash equivalents at end of reporting period

Supplemental disclosures of cash flow information:

Interest paid

Income tax paid

Supplemental disclosure of noncash investing and financing activities:

Right-of-use assets obtained in exchange for lease obligations

Deemed dividend

Warrants issued for debt discount recorded on convertible debt

accompanying notes to the consolidated financial statements

to the Consolidated Financial Statements

Organization and Operations

Brands, Inc., formerly GoEnergy, Inc., Wizard World, Inc.

and Wizard Entertainment, Inc.

(“Wizard Brands”

or the “Company”)

was incorporated on May 2, 2001, under the laws of the State of Delaware.

The Company, through its operating subsidiary, is a

producer of pop culture and live multimedia conventions across North America.

Effective October 5, 2018, the Company changed its

name to Wizard Entertainment, Inc.

On July 29, 2020, the Company changed its name to Wizard Brands, Inc.

the Can Corp.

was incorporated on September 20, 2010, under the laws of the State of Nevada.

the Can, L.L.C.

was formed on April 17, 2009, under the laws of the State of Delaware.

of Kick the Can Corp.

/ Wizard Conventions, Inc.

Recognized as a Reverse Acquisition

December 7, 2010, the Company entered into and consummated a share exchange agreement (“Share Exchange Agreement”)

with successor, Kick the Can Corp.

(“KTC Corp.”) and its predecessors Wizard Conventions, Inc.

and Kicking the Can,

(collectively, “Conventions”).

Pursuant to the Exchange Agreement, the Company issued 32,927,596 shares of

its common stock to the KTC Corp.

shareholders in exchange for 100% of the issued and outstanding shares of KTC Corp.

issued represented approximately 94.9% of the issued and outstanding common stock immediately after the consummation of the Share

Exchange Agreement.

a result of the controlling financial interest of the former stockholder of Conventions, for financial statement reporting purposes,

the merger between the Company and Conventions has been treated as a reverse acquisition with KTC Corp.

deemed the accounting

acquirer and the Company deemed the accounting acquiree under the acquisition method of accounting in accordance with section

805-10-55 of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”).

The reverse merger is deemed a capital transaction and the net assets of KTC Corp.

(the accounting acquirer) are carried forward

to the Company (the legal acquirer and the reporting entity) at their carrying value before the combination.

The acquisition process

utilizes the capital structure of the Company and the assets and liabilities of KTC Corp.

which are recorded at historical cost.

The equity of the Company is the historical equity of KTC Corp.

retroactively restated to reflect the number of shares issued

by the Company in the transaction.

Because of the predecessor/successor relationship between the Company and KTC Corp., Conventions

ultimately became the accounting acquirer.

World Digital, Inc.

March 18, 2011, the Company formed a wholly owned subsidiary called Wizard World Digital, Inc., a Nevada corporation (“Digital”).

Digital never commenced operations or had employees and was dissolved in March 2019.

December 29, 2014, the Company and a member of the Board of Directors (the “Board”) of the Company formed Wiz Wizard,

LLC (“Wiz Wizard”) under the law of the State of Delaware.

The Company and the member of the Board each owned 50%

of the membership interest and agreed to allocate the profits and losses accordingly upon repayment of the initial capital contributions

on a pro rata basis.

The Company consolidates its 50% equity interest and reports the remaining 50% equity interest owned by a

member of the Board as the non-controlling interest in Wiz Wizard as the management of the Company believes that the Company has

the control of Wiz Wizard.

In addition, the Company and Wiz Wizard, launched ComicConBox (“ConBox”) in April 2015.

ConBox was a subscription-based premium monthly box service featuring collectibles, exclusives, toys, tech and gaming, licensed

artwork, superior comics and apparel, Comic Convention tickets, special VIP discounts and more, which were shipped on or around

the end of every month.

On February 4, 2016, the member of the Board assigned his fifty percent (50%) membership interest to the

Consequently, Wiz Wizard is a wholly-owned subsidiary of the Company.

The Company ceased ConBox operations in 2017 and

dissolved Wiz Wizard, LLC in March 2019.

April 10, 2015, the Company and an unrelated third party formed ButtaFyngas, LLC (“ButtaFyngas”) under the laws of

the State of Delaware.

The Company and the unrelated party each own 50% of the membership interest and shall allocate the profits

and losses accordingly upon repayment of the initial capital contributions on a pro rata basis.

The Company consolidates its 50%

equity interest and reports the remaining 50% equity interest owned by the third party as the non-controlling interest in ButtaFyngas,

which had no operating activity for the years ended December 31, 2020 and 2019, respectively.

April 28, 2020 the Company, through one of its wholly-owned operating subsidiaries, acquired the assets of the creator of the

Jevo machine, which is a patent protected first-mover application for the creation of gelatin shots.

With Jevo, the Company will

diversify its revenue generation capabilities by manufacturing, marketing and selling Jevo units and related consumables, both

nationally and internationally to:

bars, restaurants, clubs, casinos, hotels, cruise lines, resorts and other establishments that

serve beverages (both alcoholic and non-alcoholic) to the public.

In addition to food and beverage applications the Company has

identified other market segments where the Jevo units can be marketed including but not limited to the healthcare industry.

acquisition of Jevo is the Company’s initial entry into M&A activity intended to broaden the Company’s revenue

Following the closing of the merger transaction, Jevo’s financial statements as of the closing were consolidated with

the financial statements of the Company.

As of the date of this report, the purchase price allocation has yet to be valued.

The assets purchased from Jevo (assignment

for the benefit of creditors), LLC were included in the Company’s consolidated financial statements at December 31, 2020,

although the final purchase price allocation has yet to be valued, are as follows:

and equipment –

assets –

Intellectual Property

assets included in the consolidated balance sheet

The Company recognized approximately $57,000

of expenses relating to the set-up, repairs, licensing, temporary labor and operations of Jevo during 2020.

The purchase was settled in full with no related liabilities as of December 31, 2020.

Going Concern Analysis

Concern Analysis

Company had a loss from operations of $1.3 million and $1.9 million 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 approximately

$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.

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

in 2017, 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.

During 2020 and 2019, the Company has utilized internal controls, operating procedures

and techniques to control costs.

These operating changes have included staff cuts and the realignment of various operating functions

within the Company.

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 2021 and beyond.

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

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 over 200

virtual events during 2020.

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.

We see an opportunity in the Non-Fungible

Tokens (NFTs) industry.

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

The digital version of the object is sold as a unique, blockchain-authenticated collectible.

In 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.

Although 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.

On April 28, 2020 the Company, through

one of its wholly-owned operating subsidiaries, acquired the assets of the creator of the Jevo machine, which is a patent-protected

first-mover application for the creation of gelatin shots.

With Jevo, the Company has diversified its revenue generation capabilities

by manufacturing, marketing and selling Jevo units and related consumables, both nationally and internationally, to bars, restaurants,

clubs, casinos, hotels, cruise lines, resorts and other establishments that serve beverages (both alcoholic and non-alcoholic)

to the public.

In addition to food and beverage applications, the Company has identified other market segments where the Jevo

units can be marketed including but not limited to the healthcare and cannabis industries.

The Company intends to resume the manufacturing

of the Jevo units with a target of producing new Jevo machines in the second quarter of 2021.

Clearly, issues emanating from the Covid-19

Pandemic have impacted the hospitality industry (a key segment for Jevo sales), which in turn have impacted operations of Jevo.

However, the Company has utilized this time to engage in a wide range of preparatory activities positioning Jevo for a successful

Such preparatory activities have included, but are not limited to, engaging with suppliers, forecasting and ordering

consumables, establishing sales channels, creating marketing materials, and engaging in numerous inventory and supply chain processes

necessary to successfully relaunch the manufacturing of Jevo units.

The acquisition of Jevo is the Company’s initial entry

into M&A activity intended to broaden the Company’s revenue base.

disclosed in “Securities Purchase Agreement II”, On 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.

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.

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 Company.

The subject note contains a “ratchet”

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

of repricing board and employee options, (as discussed in Item 5 “Other Information”) to $0.25 reset the conversion

rate 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 the outstanding notes until December 31, 2022.

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

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

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

The Company initiated

these activities in 2020.

Additionally,

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

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

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

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

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

Therefore, the accompanying 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.

Significant and Critical Accounting Policies and Practices

management of the Company is responsible for the selection and use of appropriate accounting policies and their application.

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

of consolidated

subsidiary or entity

jurisdiction of

incorporation or

of incorporation

or formation (date of

acquisition, if

State of Nevada, U.S.A.

the Can L.L.C.

State of Delaware, U.S.A.

World Digital, Inc.

(dissolved in March 2019)

State of Nevada, U.S.A.

(dissolved in March 2019)

State of Delaware, U.S.A.

World China, LLC

State of Delaware, U.S.A.

Holdings, LLC (formerly Wizard Immersive, LLC)

State of California, U.S.A.

Special Events, LLC

State of California, U.S.A.

inter-company balances and transactions have been eliminated.

Non–controlling interest represents the minority equity investment

in the Company’s subsidiaries, plus the minority investors’

share of the net operating results and other components

of equity relating to the non–controlling interest.

of December 31, 2020 and 2019, the aggregate non-controlling interest in ButtaFyngas was ($12,498).

The non-controlling interest

is separately disclosed on the Consolidated Balance Sheet.

and Cash Equivalents

Company considers investments with original maturities of three months or less to be cash equivalents.

Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial

The balance at times may exceed federally insured limits.

Value of Financial Instruments

purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged

in a current transaction between willing parties, other than in a forced sale or liquidation.

The carrying amount of the Company’s

short-term financial instruments approximates fair value due to the relatively short period to maturity for these instruments.

Receivable and Allowance for Doubtful Accounts

receivable are stated at the amount management expects to collect from outstanding balances.

The Company generally does not require

collateral to support customer receivables.

The Company provides an allowance for doubtful accounts based upon a review of the

outstanding accounts receivable, historical collection information and existing economic conditions.

The Company determines if

receivables are past due based on days outstanding, and amounts are written off when determined to be uncollectible by management.

The maximum accounting loss from the credit risk associated with accounts receivable is the amount of the receivable recorded,

which is the face amount of the receivable net of the allowance for doubtful accounts.

As of December 31, 2020 and 2019, the allowance

for doubtful accounts was $0 and $0, respectively.

are stated at average cost using the first-in, first-out (FIFO) valuation method.

Inventory was comprised of the following:

Finished goods

Finished goods inventory includes finished

components to the Jevo units.

and Equipment

and equipment are recorded at cost.

Expenditures for major additions and betterments are capitalized.

Maintenance and repairs

are charged to operations as incurred.

Depreciation is computed by the straight-line method (after taking into account their respective

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

Estimated Useful

Computer equipment

Furniture and fixture

Leasehold improvements

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

sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and

any gain or loss is reflected in the consolidated 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.

As reflected in Note 1, the amount attributed to the

intellectual property from the purchase was $132,000.

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

to the intangible asset.

The Company has determined that a ten-year useful life of the intellectual property is reasonable

and will begin amortization in Q2 2021.

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.

- Cost Method, Equity Method and Joint Venture

accordance with sub-topic 323-10 of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification

(“ASC”) (“Sub-topic 323-10”), the Company accounts for investments in common stock of an investee for

which the Company has significant influence in the operating or financial policies even though the Company holds 50% or less of

the common stock or in-substance common stock.

of Accounting

held in stock of entities other than subsidiaries, namely corporate joint ventures and other non-controlled entities usually are

accounted for by one of three methods:

(i) the fair value method (addressed in Topic 320), (ii) the equity method (addressed in

Topic 323), or (iii) the cost method (addressed in Subtopic 325-20).

Pursuant to Paragraph 323-10-05-5, the equity method tends

to be most appropriate if an investment enables the investor to influence the operating or financial policies of the investee.

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

LLC (a related party controlled by a member of the Board).

CONtv is a digital network devoted to fans of pop culture entertainment

and is inactive

the year ended December 31, 2020 and 2019, the Company recognized $0 losses from this venture, respectively.

of December 31, 2020 and 2019, the investment in CONtv was $0.

of December 31, 2020 and 2019, the amount due to CONtv was $224,241.

Value of Measurements

Company follows ASC 820-10 to measure the fair value of its financial instruments and disclosures about fair value of its financial

ASC 820-10 establishes a framework for measuring fair value under 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.

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

Operating Leases for additional disclosures required by ASC 842.

Recognition and Cost of Revenues

Company recognizes revenue according to ASC 606, Revenue from Contracts with Customers .

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, 2020 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.

Disaggregation

of Revenue from Contracts with Customers.

The following table disaggregates gross revenue by significant revenue stream for

the years ended December 31, 2020 and 2019:

For the Years Ended

Total revenue

and Handling Costs

Company accounts for shipping and handling fees in accordance with paragraph ASC 605-45-45-19.

While amounts charged to customers

for shipping products are included in revenues, the related costs are classified in cost of revenue as incurred.

and handling costs were $5,954 and $0 for the years ended December 31, 2020 and 2019, respectively.

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

The Black–Scholes

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

These assumptions are the expected

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

and the expected forfeiture rate.

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

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

The expected option term is computed using the “simplified”

method as permitted under the provisions of ASC 718-10-S99.

The Company uses the simplified method to calculate expected term

of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable

basis upon which to estimate expected term.

Risk–free interest rates are calculated based on continuously compounded risk–free

rates for the appropriate term.

The dividend yield is assumed to be zero as the Company has never paid or declared any cash dividends

on the Common stock of the Company and does not intend to pay dividends on the Common stock in the foreseeable future.

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, the equity–based compensation could be materially

different in the future.

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

for those shares expected to vest.

If the actual forfeiture rate is materially different from the Company’s estimate, the

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

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, 2020 and 2019.

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

No amounts were accrued for the payment of interest and penalties as of December 31, 2020 and 2019.

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.

response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act (“

CARES Act ”) was

signed into law in March 2020.

The CARES Act lifts certain deduction limitations originally imposed by the Tax Cuts and Jobs Act

of 2017 (“

2017 Tax Act ”).

Corporate taxpayers may carryback net operating losses ( “NOLs ”)

originating between 2018 and 2020 for up to five years, which was not previously allowed under the 2017 Tax Act.

The CARES Act

also eliminates the 80% of taxable income limitations by allowing corporate entities to fully utilize NOL carryforwards to offset

taxable income in 2018, 2019 or 2020.

Taxpayers may generally deduct interest up to the sum of 50% of adjusted taxable income

plus business interest income (30% limit under the 2017 Tax Act) for 2019 and 2020.

The CARES Act allows taxpayers with alternative

minimum tax credits to claim a refund in 2020 for the entire amount of the credits instead of recovering the credits through refunds

over a period of years, as originally enacted by the 2017 Tax Act.

addition, the CARES Act raises the corporate charitable deduction limit to 25% of taxable income and makes qualified improvement

property generally eligible for 15-year cost-recovery and 100% bonus depreciation.

The enactment of the CARES Act did not result

in any material adjustments to the income tax provision.

per share (“EPS”) is the amount of earnings attributable to each share of common stock.

For convenience, the term

is used to refer to either earnings or loss per share.

EPS is computed pursuant to Section 260-10-45 of the FASB Accounting Standards

Codification.

Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16, basic EPS shall be computed by dividing income available

to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the

Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred

stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned)

from income from continuing operations (if that amount appears in the income statement) and also from net income.

The computation

of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional

common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect

the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options

following table shows the outstanding dilutive common shares excluded from the diluted net income (loss) per share calculation

as they were anti-dilutive:

shares issuance

arrangement, stock options

December 31, 2020

December 31, 2019

stock options

stock warrants

contingent shares issuance arrangement, stock options or warrants

Company follows subtopic ASC 850-10 for the identification of related parties and disclosure of related party transactions.

to Section 850-10-20, the related parties include:

(a) affiliates of the Company (“Affiliate”

means, with respect

to any specified person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled

by or is under common control with such person, as such terms are used in and construed under Rule 405 under the Securities Act);

(b) entities for which investments in their equity securities would be required, absent the election of the fair value option

under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity;

(c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship

of management;

(d) principal owners of the Company;

(e) management of the Company;

(f) other parties with which the Company may

deal if one party controls or can significantly influence the management or operating policies of the other to an extent that

one of the transacting parties might be prevented from fully pursuing its own separate interests;

and (g) other parties that can

significantly influence the management or operating policies of the transacting parties or that have an ownership interest in

one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties

might be prevented from fully pursuing its own separate interests.

Reclassification

prior period amounts have been reclassified to conform to current period presentation.

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

Company evaluates subsequent events and transactions that occur after the balance sheet date for potential recognition or disclosure.

Any material events that occur between the balance sheet date and the date that the consolidated financial statements were issued

are disclosed as subsequent events, while the consolidated financial statements are adjusted to reflect any conditions that existed

at the balance sheet date.

Property and Equipment

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

Computer Equipment

Furniture and Fixtures

Leasehold Improvements

Accumulated depreciation

expense was $24,336 and $47,698 for the years ended December 31, 2020 and 2019, respectively.

Related Party Transactions

December 29, 2014, the Company and a member of the Board formed Wiz Wizard (d/b/a ConBox) in the State of Delaware.

and the member of the Board each owned 50% of the membership interest and agreed to allocate the profits and losses accordingly

upon repayment of the initial capital contributions on a pro rata basis.

On February 4, 2016, the member of the Board assigned

his fifty percent (50%) membership interest to the Company.

The Company ceased ConBox operations in 2017.

Wiz World, LLC was dissolved

in March 2019.

December 29, 2016, the Company entered into a Consulting Services Agreement (the “Consulting Agreement”) with Bristol

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

Kessler, the Chairman of the Company.

Pursuant to the Consulting Agreement, Mr.

Kessler will serve as Executive Chairman of the Company.

The initial term of the Agreement

is from December 29, 2016 through March 28, 2017 (the “Initial Term”).

The term of the Consulting Agreement will be

automatically extended for additional terms of 90-day periods each (each a “Renewal Term”

and together with the Initial

Term, the “Term”), unless either the Company or Bristol gives prior written notice of non-renewal to the other party

no later than thirty (30) days prior to the expiration of the then current Term.

the Term, the Company will pay Bristol a monthly fee (the “Monthly Fee”) of Eighteen Thousand Seven Hundred Fifty

and No/100 Dollars ($18,750).

This agreement has been amended so that the monthly fee owed to Bristol may now, at the option of

the Company, be paid in preferred stock.

The consulting agreement is still in effect.

addition, the Company granted to Bristol options to purchase up to an aggregate of 30,000 shares of the Company’s common

the years ended December 31, 2020 and 2019, the Company incurred expenses of approximately $225,000, for each period for services

provided by Bristol.

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

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

31, 2020 and 2019, the Company accrued $0 and $125,154, respectively, of net monthly fees due to Bristol.

On August 3, 2020, the

Board of Directors resolved to convert the total amount of debt owed to Bristol of $384,375, as of July 31, 2020, into 38,438

shares of Series A Preferred stock.

On August 3, 2020, as ratified on August 21, 2020, the Board of Directors elected to cancel

the 2018 Bristol shares and issue an additional 88,125 shares of Series A Preferred stock.

June 16, 2016, the Company entered into a Standard Multi-Tenant Sublease (“Sublease”) with Bristol Capital Advisors,

LLC (“Bristol Capital Advisors”), an entity controlled by the Company’s Chairman of the Board.

The leased premises

are owned by an unrelated third party and Bristol Capital Advisors passes the lease costs down to the Company.

The term of the

Sublease is for 5 years and 3 months beginning on July 1, 2016 commencing with monthly payments of $8,118.

During the years ended

December 31, 2020 and 2019, the Company paid lease obligations $108,046 and $115,954, respectively, under the Sublease.

Sublease terms in September 2021.

The offices and records of the Company moved to the Barlock

offices in Park City, Utah during the fourth quarter 2020.

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

During the year ended December

31, 2020, an additional $125,000 was loaned to the Company, which together with other amounts paid on behalf of the Company, brought

the total amount loaned to $351,000.

The outstanding balance under the loan payable as of December 31, 2020 and 2019 was $0 and

$100,000, respectively, and was included in accounts payable and accrued liabilities on the consolidated balance sheet.

3, 2020 the Board of Directors resolved to convert the total amount of debt (including loans made to the Company and deferred

compensation) owed to John D.

Maatta, as of July 31, 2020, into 35,074 shares of Series A Preferred Stock.

On August 3, 2020,

as ratified on August 21, 2020 the Board of Directors elected to cancel the 2018 Maatta shares previously issued for outstanding

deferred compensation and issue an additional 85,868 shares of Series A Preferred stock (see Note 8).

Purchase Agreement

December 1, 2016, the Company entered into the Purchase Agreement with Bristol Investment Fund, Ltd.

(the “Purchaser”),

an entity controlled by the Chairman of the Company’s Board of Directors, pursuant to which the Company sold to the Purchaser,

for a cash purchase price of $2,500,000, securities comprising:

(i) the Debenture, (ii) Series A Warrants, and (iii) Series B

Pursuant to the Purchase Agreement, the Company paid $25,000 to the Purchaser and issued to the Purchaser 25,000 shares

of Common Stock with a grant date fair value of $85,000 to cover the Purchaser’s legal fees.

The Company recorded as a debt

discount of $25,791 related to the cash paid and the relative fair value of the shares issued to Purchaser for legal fees.

Debenture with an initial principal balance of $2,500,000, due December 30, 2018 (the “Maturity Date”), will accrue

interest on the aggregate unconverted and then outstanding principal amount of the Debenture at the rate of 12% per annum.

is payable quarterly on (i) January 1, April 1, July 1 and October 1, beginning on January 1, 2017, (ii) on each date the Purchaser

converts, in whole or in part, the Debenture into Common Stock (as to that principal amount then being converted), and (iii) on

the day that is 20 days following the Company’s notice to redeem some or all of the of the outstanding principal of the

Debenture (only as to that principal amount then being redeemed) and on the Maturity Date.

The Debenture is convertible into shares

of the Company’s Common Stock at any time at the option of the holder, at an initial conversion price of $3.00 (as converted)

per share, subject to adjustment.

In the event of default occurs, the conversion price shall be the lesser of (i) the initial

conversion price of $3.00 and (ii) 50% of the average of the 3 lowest trading prices during the 20 trading days immediately prior

to the applicable conversion date.

The debenture contains a “ratchet”

provisions that adjusts the conversion rate

of the debenture to the lowest rate the Company has agreed to issue stock.

The effect of repricing board and employee options

to $0.25 reset the conversion rates of the debenture to $0.25.

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

the holder of the debenture has agreed to not require payment due under each of the outstanding debenture until December 31, 2022.

Series A Warrants

Series A Warrants to acquire up to 833,333 shares of Common Stock at the Series A Initial Exercise Price of $3.00 and expiring

on December 1, 2021.

The Warrants may be exercised immediately upon the issuance date, upon the option of the holder.

price has now been adjusted to $0.25 and the exercise date has been extended.

Series B Warrants

Series B Warrants to acquire up to 833,333 shares of Common Stock at the Series B Initial Exercise Price of $0.0001 and expiring

on December 1, 2021.

The Series B Warrants were exercised immediately upon the issuance date.

The Company received gross proceeds

of $1,667 upon exercise of the warrants.

issuance of the note, the Company valued the warrants using the Black-Scholes Option Pricing model and accounted for it using

the relative fair value of $1,448,293 as debt discount on the consolidated balance sheet.

The debt discount is amortized over

the earlier of (i) the term of the debt or (ii) conversion of the debt, using the effective interest method which approximates

the interest method.

The amortization of debt discount is included as a component of interest expense in the consolidated statements

of operations.

For the years ended December 31, 2020 and 2019, the Company recorded amortization of $0 and $4,999, respectively.

There was unamortized debt discount of $0 as of December 31, 2020 and 2019, which includes the debt discount recorded upon execution

of the Securities Purchase Agreement discussed above.

Purchase Agreement –

December 2019

December 19, 2019, the Company entered into the Purchase Agreement with a Purchaser, pursuant to which the Company sold to the

Purchaser, for a cash purchase price of $2,500,000, securities comprising:

(i) the Debenture and (ii) Series A Warrants.

to the Purchase Agreement, the Company paid $25,400 to the Purchaser to cover the Purchaser’s legal fees.

The Company recorded

as a debt discount of $25,400 related to the cash paid and the relative fair value of the shares issued to Purchaser for legal

A principal of the Purchaser serves as a Director on the Board of the Company.

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

LLC (a related party controlled by a member of the Board).

CONtv is a digital network devoted to fans of pop culture entertainment

and is inactive

the years ended December 31, 2020 and 2019, the Company recognized $0 losses from this venture, respectively.

of December 31, 2020 and 2019, the investment in CONtv was $0.

of December 31, 2020 and 2019, the amount due to CONtv was $224,241.

Notes Payable

Protection Program

March 27, 2020 the Coronavirus Aid, Relief, and Economic Security Act (the “

CARES Act ”) was enacted and included

a provision for the Small Business Administration (“

SBA ”) to implement its Paycheck Protection Program (“

PPP ”).

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

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.

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

As of December

31, 2020, the outstanding balance under the loan was $197,600.

Business Administration Loan

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 December 31, 2020, the outstanding balance

under the loan was $149,900.

Convertible Debenture

Purchase Agreement

December 19, 2019, the Company entered into the Purchase Agreement with a Purchaser (related party), pursuant to which the Company

sold to the Purchaser, for a cash purchase price of $2,500,000, securities comprising:

(i) the Debenture and (ii) Series A Warrants.

Pursuant to the Purchase Agreement, the Company paid $25,400 to the Purchaser to cover the Purchaser’s legal fees.

recorded as a debt discount of $25,400 related to the cash paid and the relative fair value of the shares issued to Purchaser

for legal fees.

Debenture with an initial principal balance of $2,500,000, due December 30, 2021 (the “Maturity Date”), will accrue

interest on the aggregate unconverted and then outstanding principal amount of the Debenture at the rate of 12% per annum.

is payable quarterly on (i) January 1, April 1, July 1 and October 1, beginning on January 1, 2020, (ii) on each date the Purchaser

converts, in whole or in part, the Debenture into Common Stock (as to that principal amount then being converted), and (iii) on

the day that is 20 days following the Company’s notice to redeem some or all of the of the outstanding principal of the

Debenture (only as to that principal amount then being redeemed) and on the Maturity Date.

The Debenture is convertible into shares

of the Company’s Common Stock at any time at the option of the holder, at an initial conversion price of $2.50 (as converted)

per share, subject to adjustment.

In the event of default occurs, the conversion price shall be the lesser of (i) the initial

conversion price of $2.50 and (ii) 50% of the average of the 3 lowest trading prices during the 20 trading days immediately prior

to the applicable conversion date.

In July 2020, the Purchaser agreed to extend the debenture a year as well as forbear any collection

on the debenture up to December 30, 2022.

The subject debenture contains a “ratchet”

provisions that adjusts the conversion

rates of the notes to the lowest rate the Company has agreed to issue stock.

The effect of repricing board and employee options

to $0.25 reset the conversion rates the note to $0.25.

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

holder of the debenture has agreed to not require payment due under the outstanding debenture until December 31, 2022.

Series A Warrants to acquire up to 300,000 shares of Common Stock at the Series A Initial Exercise Price of $2.50 and expiring

on December 1, 2024.

The Warrants may be exercised immediately upon the issuance date, upon the option of the holder.

price has now been adjusted to $0.25.

issuance of the note, the Company valued the warrants using the Black-Scholes Option Pricing model and accounted for it using

the relative fair value of $545,336 as debt discount on the consolidated balance sheet.

The debt discount is amortized over the

earlier of (i) the term of the debt or (ii) conversion of the debt, using the effective interest method which approximates the

interest method.

The amortization of debt discount is included as a component of interest expense in the consolidated statements

of operations.

There was unamortized debt discount of $510,384 and $0 as of December 31, 2020 and 2019, respectively, which includes

the debt discount and debt issuance costs recorded upon execution of the Securities Purchase Agreement discussed above.

Commitments and Contingencies

of President and Chief Executive Officer

April 22, 2016, the Board approved the appointment of Mr.

Maatta as the Company’s President and Chief Executive

Officer, effective as of May 3, 2016.

Maatta will continue to serve as a member of the Board.

In addition, the Board granted

Maatta options to purchase up to an aggregate of 55,000 shares of the Company’s common stock, subject to the terms and

conditions of the Third Amended and Restated 2011 Stock Incentive and Award Plan, which were fully vested as of December 31, 2018.

Maatta formally entered into his Employment Agreement with the Company on July 17, 2016.

Effective January 1, 2018, Mr.

has elected to receive 50% of the compensation provided for his employment contract and is currently receiving $125,000 per year

with the remainder of the balance deferred which amount is included in accounts payable and accrued expenses on the accompanying

consolidated balance sheets.

On November 22, 2018, the Board of Directors of the Company decided to issue 86,466 shares of Preferred

stock (the “2018 Maatta shares”) for settlement of the deferred compensation due to Mr.

Maatta totaling $212,707.

Deferred compensation for Mr.

Maatta accrued as of December 31, 2020 and 2019 was $0 and $186,885, respectively.

Maatta has made non-interest bearing loans to the Company.

As of December 31, 2020 and 2019 the outstanding loans due

Maatta were $0 and $100,000, respectively, which was included in accounts payable and accrued liabilities on the consolidated

balance sheet.

On August 3, 2020 the Board of Directors resolved to convert the total amount of debt owed to Mr.

Maatta of $563,443,

as of July 31, 2020, into 56,344 shares of Series A Preferred stock.

In addition, on August 3, 2020, as ratified on August 21,

2020 the Board of Directors elected to cancel the 2018 Maatta shares and issue an additional 85,868 shares of Series A Preferred

January 23, 2019, the Company granted options to purchase an additional 20,000 shares of the Company’s common stock.

options were with an exercise price of $2.60 (as converted) per share, a term of 5 years, and immediate vesting.

The options have

an aggregated fair value of approximately $46,431 that was calculated using the Black-Scholes option-pricing model.

August 3, 2020, the Company granted options to purchase an additional 100,000 shares of the Company’s common stock.

options were with an exercise price of $0.25 (as converted) per share, a term of 5 years, and immediate vesting.

The options have

an aggregated fair value of approximately $119,999 that was calculated using the Black-Scholes option-pricing model.

November 24, 2020, Mr.

Maatta resigned his positions of Chief Executive Officer, President, Chief Financial Officer and Chief

Accounting Officer of the Company.

Maatta will continue to serve as members of the Board.

discussed in Note 6, on December 29, 2016, the Company entered into a Consulting Services Agreement (the “Consulting Agreement”)

with Bristol managed by Paul L.

Kessler, the Chairman of the Company.

Pursuant to the Consulting Agreement, Mr.

Kessler will serve

as Executive Chairman of the Company.

The initial term of the Agreement is from December 29, 2016 through March 28, 2017 (the

“Initial Term”).

The term of the Consulting Agreement will be automatically extended for additional terms of 90-day

periods each (each a “Renewal Term”

and together with the Initial Term, the “Term”), unless either the

Company or Bristol gives prior written notice of non-renewal to the other party no later than thirty (30) days prior to the expiration

of the then current Term.

the Term, the Company will pay Bristol a monthly fee (the “Monthly Fee”) of $18,750.

For services rendered by Bristol

prior to entering into the Consulting Agreement, the Company will pay Bristol the Monthly Fee, pro-rated, for the time between

September 1, 2016 and December 29, 2016.

Bristol may also receive an annual bonus as determined by the Compensation Committee

of the Company’s Board of Directors (the “Board”) and approved by the Board.

Bristol has deferred payment of

the monthly fees due from the Company as defined under the Consulting Agreement.

On November 22, 2018, the Board of Directors

of the Company decided to issue 201,982 shares of Preferred stock for settlement of the outstanding fees due to Bristol totaling

As of December 31, 2020 and 2019, the Company accrued $0 and $125,154, respectively, of net monthly fees due to Bristol.

The Company’s consulting agreement with Bristol Capital, LLC has been amended so that the monthly fee may now, at the option

of the Company, be paid in preferred stock.

On August 3, 2020 the Board of Directors resolved to convert the total amount of debt

owed to Bristol of $384,375, as of July 31, 2020, into 38,438 shares of Series A Preferred stock.

In addition, on August 3, 2020,

as ratified on August 21, 2020 the Board of Directors elected to cancel the 2018 Bristol shares and issue an additional 88,125

shares of Series A Preferred stock.

addition, the Company granted to Bristol options to purchase up to an aggregate of 30,000 shares of the Company’s common

On January 23, 2019, the Company granted options to purchase an additional 300,000 shares of the Company’s common

The options were with an exercise price of $2.60 (as converted) per share, a term of 5 years, and immediate vesting.

options have an aggregated fair value of approximately $34,823 that was calculated using the Black-Scholes option-pricing model.

November 24, 2020, Paul Kessler resigned his position of Executive Chairman of the board of directors of the Company.

will continue to serve as members of the Board.

Company is from time to time involved in legal proceedings in the ordinary course of business.

It is not involved in any disputes

and does not have any litigation matters pending which the Company believes could have a materially adverse effect on the Company’s

financial condition or results of operations.

Operating Leases

June 16, 2016, the Company entered into a Standard Multi-Tenant Sublease (“Sublease”) with Bristol Capital Advisors,

an entity controlled by the Company’s Chairman of the Board.

The leased premises are owned by an unrelated third party and

Bristol Capital Advisors passes the lease costs down to the Company.

The term of the Sublease is for 5 years and 3 months beginning

on July 1, 2016 commencing with monthly payments of $8,118.

During the year ended December 31, 2020 and 2019, the Company paid

lease obligations $108,046 and $115,954, respectively, under the Sublease.

The Sublease terms in September 2021.

The offices and records of the Company

were moved to the Barlock Fund offices in Park City, Utah during the fourth quarter 2020.

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

the lease is for 5 years beginning on May 1, 2020 commencing with a three-month rent holiday followed by monthly payments of $3,900

with an approximate 2% escalation clause.

During the year ended December 31, 2020 and 2019, the Company paid lease obligations

$31,200 and $0, respectively, under the lease.

determine if an arrangement contains a lease at inception.

Right of use (“ROU”) assets represent our right to use

an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the

ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease

payments over the lease term.

leases consist of leaseholds on office space.

We utilized a portfolio approach in determining our discount rate.

The portfolio

approach takes into consideration the range of the term, the range of the lease payments, the category of the underlying asset

and our estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining

the present value of lease payments.

We also give consideration to our recent debt issuances as well as publicly available data

for instruments with similar characteristics when calculating our incremental borrowing rates.

lease term includes options to extend the lease when it is reasonably certain that we will exercise that option.

Leases with a

term of 12 months or less are not recorded on the balance sheet, per the election of the practical expedient noted above.

recognize lease expense for these leases on a straight-line basis over the lease term.

We recognize variable lease payments in

the period in which the obligation for those payments is incurred.

Variable lease payments that depend on an index or a rate are

initially measured using the index or rate at the commencement date, otherwise variable lease payments are recognized in the period

components of lease expense were as follows:

the Year Ended

net lease cost

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

the Year Ended

paid for amounts included in the measurement of lease liabilities:

cash flows from operating leases

assets obtained in exchange for lease liabilities:

average remaining lease term (in years):

average discount rate:

following table presents the maturity of the Company’s lease liabilities as of December 31, 2020:

For the twelve months ending December 31:

Imputed interest

Present value

Stockholders’

Equity (Deficit)

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.

share and per share amounts for the common stock have been retroactively restated to give effect to the reverse splits.

Company’s authorized capital stock consists of 105,000,000 shares, of which 100,000,000 are for shares of common stock,

par value $0.0001 per share, and 5,000,000 are for shares of preferred stock, par value $0.0001 per share, of which 500,000 have

been designated as Series A Cumulative Convertible Preferred Stock (“Series A”).

of December 31, 2020 and 2019, there were 173,974 and 0 shares of Series A preferred stock issued and outstanding, respectively.

of December 31, 2020 and 2019, there were 0 and 288,448 shares of preferred stock issued and outstanding, respectively.

of December 31, 2020 and 2019, there were 3,506,752 and 3,506,752 shares of common stock issued and outstanding, respectively.

Each share of the common stock entitles its holder to one vote on each matter submitted to the shareholders.

Incentive Plan

May 9, 2011, the Board approved, authorized and adopted (subject to stockholder approval) the 2011 Incentive Stock and Award Plan

(the “Plan”).

The Plan was amended on September 14, 2011, April 11, 2012, July 9, 2012 and September 25, 2014.

August 3, 2020 the board of directors adopted the 2020 Incentive Stock and Award Plan The Plan provides for the issuance of

up to 750,000 shares of common stock, par value $.0001 per share, of the Company through the grant of non-qualified options (the

“Non-qualified Options”), incentive options (the “Incentive Options”) and together with the Non-qualified

Options, the (“Options”) and restricted stock (the “Restricted Stock”) to directors, officers, consultants,

attorneys, advisors and employees.

Plan shall be administered by a committee consisting of two or more independent, non-employee and outside directors (the “Committee”).

In the absence of such a Committee, the Board shall administer the Plan.

award of Restricted Stock is subject to the following material terms:

rights to an award of Restricted Stock is granted to the intended recipient of Restricted Stock unless and until the grant

of Restricted Stock is accepted within the period prescribed by the Committee;

Stock shall not be delivered until they are free of any restrictions specified by the Committee at the time of grant;

of Restricted Stock have the rights of a stockholder of the Company as of the date of the grant of the Restricted Stock;

of Restricted Stock are forfeitable until the terms of the Restricted Stock grant have been satisfied or the employment

with the Company is terminated;

Restricted Stock is not transferable until the date on which the Committee has specified such restrictions have lapsed.

was no restricted stock awards during the year ended December

Option shall contain the following material terms:

exercise price, which shall be determined by the Committee at the time of grant, shall not be less than 100% of the Fair Market

Value (defined as the closing price on the final trading day immediately prior to the grant on the principal exchange or quotation

system on which the common stock is listed or quoted, as applicable) of the common stock of the Company, provided that

if the recipient of the Option owns more than ten percent (10%) of the total combined voting power of the Company, the exercise

price shall be at least 110% of the Fair Market Value;

term of each Option shall be fixed by the Committee, provided that such Option shall not be exercisable more than five

(5) years after the date such Option is granted, and provided further that with respect to an Incentive Option, if

the recipient owns more than ten percent (10%) of the total combined voting power of the Company, the Incentive Option shall

not be exercisable more than five (5) years after the date such Incentive Option is granted;

to acceleration in the event of a Change of Control of the Company (as further described in the Plan), the period during which

the Options vest shall be designated by the Committee or, in the absence of any Option vesting periods designated by the Committee

at the time of grant, shall vest and become exercisable in equal amounts on each fiscal quarter of the Company through the

four (4) year anniversary of the date on which the Option was granted;

Option is transferable and each is exercisable only by the recipient of such Option except in the event of the death of the

respect to Incentive Options, the aggregate Fair Market Value of common stock exercisable for the first time during any calendar

year shall not exceed $100,000.

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

December 31, 2018

Forfeited/Cancelled

December 31, 2019

Forfeited/Cancelled

December 31, 2020

December 31, 2020 the total intrinsic value of options outstanding and exercisable was $117,750 and $60,563, respectively.

the years ended December 31, 2020 and 2019, the Company recorded total stock-based compensation expense related to options of

approximately $407,952 and $274,587, respectively.

The unrecognized compensation expense at December 31, 2020 was approximately

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

Exercise Price

December 31, 2019

Forfeited/Cancelled

December 31, 2019

Forfeited/Cancelled

December 31, 2020

Contractual Life

Exercise Price

December 31, 2020 the total intrinsic value of warrants outstanding and exercisable was $0.

instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash

As of December 31, 2020 and 2019, substantially all of the Company’s cash and cash equivalents were held by

major financial institutions and the balance in certain accounts exceeded the maximum amount insured by the Federal Deposits Insurance

Corporation (“FDIC”).

However, the Company has not experienced losses on these accounts and management believes that

the Company is not exposed to significant risks on such accounts.

Subsequent Events

March 1, 2021, the Registrant’s board of directors (the “Board”) approved the Registrant’s entry into,

and the Registrant entered into, an Employment Agreement, effective as of November 24, 2020 (the “Effective Date”),

with Scott D.

Kaufman to serve as the Registrant’s Chief Executive Officer for a term of two years, subject to automatic

renewal for additional terms of one year unless either party gives prior written notice of non-renewal to the other party no later

than 60 days prior to the expiration of the then-current term.

Kaufman will receive an annual base salary of $250,000, provided

that until such time as the Registrant has positive net income on a consolidated basis with its subsidiaries for a period of six

months, the Registrant, in its sole discretion, may elect to pay Mr.

Kaufman his Base Salary, in whole or in part, in the form

of the Registrant’s Series A Preferred Stock.

Kaufman is also eligible to receive an annual bonus as determined by the

Compensation Committee of the Board and as approved by the Board.

The Board also agreed, during the term of Mr.

Kaufman’s

employment, to take reasonable steps to appoint him to the Board, to maintain such appointment, and to nominate him as a director

for the purposes of any meeting or consent of the Registrant’s stockholders electing directors during the term of his employment.

March 1, 2021, Mr.

Kaufman, CEO and Chairman of the Board was awarded 2,075 shares of Series A Preferred Stock having a stated

value of $20,750 for services he provided to the Company as CEO from November 24, 2020 through December 31, 2020.

January 2021 we held a Jevo launch event in Florida with a target audience interest that was keen to learn about the many

different applications for delivery of everything from electrolytes to multivitamins, CBD to spirits via the Jevo

January 26, 2021 we entered into a lease agreement with Bannie Investment, LLC for approximately 2,509 square feet of industrial

This is a month-to-month tenancy with a base rent of $1,380.

COVID-19 virus continues to spread around the world, resulting in business and social disruption.

The coronavirus was declared

a Public Health Emergency of International Concern by the World Health Organization on January 30, 2020.

The operations

and business results of the company could be materially adversely affected.

The extent to which the coronavirus may impact business

activity or results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including

new information which may emerge concerning the severity of the coronavirus and the actions required to contain the coronavirus

or treat its impact, among others.

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 9A. Controls and Procedures