Prairie Operating Co. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our 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. Based 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. Management’s Report on Internal Control over Financial Reporting Our 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: (i) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) Provide 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; and (iii) Provide 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. Because 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. Management 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. 66 Inherent Limitations on the Effectiveness of Controls Management 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. These 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 conditions. 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. Changes in Internal Controls Over Financial Reporting Management 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. Item 9B. Other Information On 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 67 PART III Item 10. Directors, Executive Officers and Corporate Governance The following table sets forth the name, age, position, and date of appointment of each of our directors and executive officers as of March 24, 2022: Name Age Position Date of Appointment Paul L. Kessler 61 Executive Chairman March 17, 2013 (5) Scott D. Kaufman 49 President and Chief Executive Officer, and Director November 24, 2020 Scott Sheikh 40 Chief Operating Officer and General Counsel December 23, 2021 Alan L. Urban 53 Chief Financial Officer December 23, 2021 John D. Maatta 70 Director May 25, 2011 (6) Michael Breen (1) (3) 59 Director March 29, 2017 Richard G. Boyce (1) (2) (4) 65 Director December 23, 2021 (1) Member of Audit Committee, and Compensation Committee (2) Chairman of the Compensation Committee (3) Chairman of the Audit Committee (4) Chairman of the Nominating and Governance Committee (5) Mr. 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 Mr. Kessler was again appointed Executive Chairman of the Company. (6) Mr. 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, 2016. In addition, Mr. Maatta served as the Company’s President and Chief Executive Officer from May 3, 2016 through November 24, 2020. Mr. Maatta also serves as a consultant to the Company. Paul L. Kessler – Executive Chairman Mr. Kessler combines over 30 years of experience as an investor, financier and venture capitalist. In 2000, Mr. 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 present. Mr. 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. Mr. 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 Mr. 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. Scott D. Kaufman - President and Chief Executive Officer, and Director Mr. 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. Mr. 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. Mr. Kaufman leads the sourcing, due diligence, structuring and negotiating activities for Hillair with a constant focus on capital preservation. Mr. Kaufman has spearheaded changes within investments by acting as a “C” level officer, board member and a restructuring officer. 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. Prior to Midsummer, Mr. Kaufman was a securities trader at Knight Capital Group, Inc. Mr. Kaufman received both a BA and a EMBA from Columbia University. 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. Scott Sheikh – Chief Operating Officer and General Counsel Mr. 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 2007. Prior, he studied Chemistry and History at the University of California, Los Angeles. 68 Alan L. Urban – Chief Financial Officer Mr. Urban has over 30 years of experience in corporate finance and accounting. Mr. 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. Mr. 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. John D. Maatta – Director Mr. 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. While Chief Operating Officer at The WB, Mr. Maatta also served as The WB’s General Counsel. Mr. 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, 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. Mr. Maatta is also a member of the Southern California Board of the Asia Society. The Board believes that Mr. Maatta’s experience extensive experience make him uniquely qualified to serve as a director. Michael Breen - Director Mr. 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. Breen was an equity partner with the law firm Clyde & Co, where he specialized in all aspects of sports and entertainment law. Mr. 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. Mr. 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. Richard G. Boyce - Director Since 2002, Mr. 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 officer. Mr. Boyce also serves on the board of Hillair Oil and Gas, Inc. an independent oil company. Mr. Boyce began his career as a geophysicist for The Superior Oil Company with early training at their Geoscience Laboratory in Houston, Texas. In l980, Mr. Boyce transferred to Midland, Texas to continue working for Superior Oil Company until 1983. During his ten-year career in the Permian Basin, Mr. Boyce also worked for both Conquest Exploration Inc. and Hunt Oil Company. In 1991, Mr. 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. In 1996, Mr. Boyce started his independent consulting career. Mr. Boyce holds a Bachelor of Science degree as a Geophysical Engineer from the Colorado School of Mines. The Board believes Mr. 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 The term of office for directors is one year, or until his or her successor is duly elected and qualified. Family Relationships There are no family relationships between any of our officers and directors. 69 Corporate Governance Director Independence Our 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, Messrs. Kessler and Kaufman, and one is a former executive officer of the Company, Mr. Maatta. Audit Committee The Audit Committee was created on March 17, 2013. Currently, the Audit Committee is comprised of two independent Directors: Mr. Breen who serves as Chairman, and Mr. Boyce. 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 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. The Audit Committee did not hold a meeting in 2021. Compensation Committee The Compensation Committee was created on March 17, 2013. Currently, the Compensation Committee is comprised of two independent Directors: Mr. Boyce, who serves as the Chairman, and Mr. 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 in 2021. Nominating and Corporate Governance Committee The Nominating and Corporate Governance Committee was created on March 13, 2014. Currently, Mr. 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. Code of Ethics Our 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. Delinquent Section 16(a) Reports Section 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: Mr. Maatta did not file a Form 4 for the purpose of reporting one transaction. Legal Proceedings There 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. 70 Item 11. Executive Compensation Compensation of Executive Officers The 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 $100,000 during such fiscal year ends. Compensation of Executive Officers for Fiscal Years Ended December 31, 2021 and 2020 Name and Principal Position Fiscal Year Salary ($) Stock Awards ($) All other Compensation ($) Total ($) Paul L. Kessler, Executive Chairman 2021 48,219 6,700,480 (1)(2) 12,015 6,760,714 2020 45,036 — 11,654 56,690 Scott D. Kaufman, President and Chief Executive 2021 19,518 6,964,563 (1)(3) 200,111 (4) 7,184,192 Officer, and Director 2020 — — — — John D. Maatta, Former President and Chief 2021 — 85,564 (5) 60,000 (6) 145,564 Executive Officer, and Director 2020 71,102 507,672 (7) 2,877 581,651 Scott Sheikh, Chief Operating Officer and 2021 99,362 2,231,250 (8) 536 2,331,148 General Counsel 2020 — — — — Alan L. Urban, Chief Financial Officer 2021 — 2,231,250 (8) — 2,331,250 2020 — — — — Heidi Bowman, Former Chief Financial 2021 140,192 — 116 140,308 Officer 2020 — — — — (1) Represents 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. (2) Represents 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. (3) Represents 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. (4) Represents 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. (5) Represents 50,767 shares of Series A preferred stock issued for the settlement of $507,672 in outstanding compensation. (6) Consulting fees. (7) Represents 8,500 shares of Series A preferred stock were issued in satisfaction of an aggregate of $85,546 due under a separation agreement. (8) Represents 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. 71 Employment Agreements Paul L. Kessler – Executive Chairman On December 23, 2021, the Company entered into an employment agreement with Mr. Kessler. 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. Mr. 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. Mr. 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. In 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 of Mr. 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. If 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. If executive terminated without good reason or due to a non-renewal by executive, executive shall be entitled to receive the unpaid prior year bonus. If executive is terminated without cause (excluding due to death or disability) or by executive for good reason, 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 2 times the sum of executive’s base salary and target bonus opportunity. If 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. Scott D. Kaufman - President and Chief Executive Officer, and Director On December 23, 2021, the Company entered into an amended employment agreement with Mr. Kaufman. 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. Mr. 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. Mr. 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. In 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 of Mr. 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. 72 If 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. If executive terminated without good reason or due to a non-renewal by executive, executive shall be entitled to receive the unpaid prior year bonus. If executive is terminated without cause (excluding due to death or disability) or by executive for good reason, 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 2 times the sum of executive’s base salary and target bonus opportunity. If 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. Scott Sheikh – Chief Operating Officer and General Counsel On 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. Mr. 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). Mr. 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. If 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. Upon 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. Alan L. Urban – Chief Financial Officer On 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. Mr. Urban will receive an annual base salary of $200,000, and shall be adjusted as agreed to by both parties in the event of an uplisting of the common shares of Company onto a national stock exchange. Mr. Urban is eligible to receive a discretionary annual cash bonus as determined by the Board (or a committee thereof) in its sole discretion, with a target bonus opportunity of 50% of base salary and maximum bonus opportunity of 150% of base salary. The agreement also contains provisions that prohibit Mr. Urban from soliciting our employees during his employment with us and for 6 months afterward. If Executive’s employment is terminated due to executive’s death or by the Company due to executive’s disability, executive or his estate or beneficiaries, as applicable, shall be entitled to 6 months’ base salary at the then current rate, and payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which Executive was a participant as of the date of death or total disability. 73 Upon termination of executive’s employment by executive for good reason, executive shall be entitled to the following severance benefits: (i) the greater of 12 months’ Base Salary at the then current rate or the remainder of the base salary due under the agreement, and payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which executive was a participant as of the date of Executive’s termination of employment. Outstanding Equity at Fiscal Year Ended December 31, 2021 The following table sets forth information regarding stock options, warrants and other stock awards for each named executive officer as of December 31, 2021. Outstanding Equity Awards at Fiscal Year Ended December 31, 2021 Number of Number of securities Securities underlying Underlying Option/ Option/ unexercised Unexercised Warrant Warrant options/warrants options/warrants exercise expiration Name exercisable (#) unexercisable (#) price ($) date Paul L. Kessler 1,312,500 1,312,500 $ 2.65 12/1/2026 15,000 — $ 0.25 1/22/2024 Scott D. Kaufman 1,312,500 1,312,500 $ 2.65 12/1/2026 37,500 — $ 0.25 8/3/2025 Scott Sheikh 437,500 437,500 $ 2.65 12/1/2026 Alan L. Urban 437,500 437,500 $ 2.65 12/1/2026 Compensation of Directors The 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. Director Compensation for the Fiscal Years Ended December 31, 2021 and 2020 Fees earned or paid Stock Officer Fiscal in cash (9) Awards Compensation Name Year ($) ($) ($) Total ($) Paul L. Kessler 2021 — — 6,760,714 (1) 6,760,714 2020 — — 56,690 (1) 56,690 Scott D. Kaufman 2021 — — 7,184,192 (1) 7,184,192 2020 — 45,000 (2) — 45,000 John D. Maatta (3) 2021 — 30,096 (4) 145,564 (1) 175,660 2020 — 120,000 (5) 581,651 (1) 701,651 Michael Breen (6) 2021 — 30,096 (4) — 30,096 2020 — 45,000 (2) — 45,000 Richard G. Boyce (7) 2021 — 546,924 (8) — 546,924 2020 — — — — Greg Suess (6) 2021 — 30,096 (4) — 30,096 2020 — 45,000 (2) — 45,000 (1) For details see Item 11. Executive Compensation. (2) Represents 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. (3) Outstanding 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. (4) Represents 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. (5) Represents 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. (6) Outstanding 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. (7) Outstanding 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 per share. (8) Represents 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. (9) Non-employee 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 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. 74 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The 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. Beneficial 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. The address 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. Shares Beneficially Percentage Name and Address of Beneficial Owner Owned of Shares Greater than 5% Shareholder: Bristol Investment Fund, Ltd. (1) 555 Marin Street, Suite 140 Thousand Oaks, CA 91360 34,130,821 81.4 % Barlock 2019 Fund LP (2) 2700 Homestead Road Park City, UT 84098 17,195,381 64.2 % Leviston Resources, LLC (3) 708 Third Avenue, Suite 600 New York, NY 10017 1,117,700 9.9 % Directors and Executive Officers: Paul L. Kessler (1) 34,130,821 81.4 % Scott D. Kaufman (2) 17,195,381 64.2 % Scott Sheikh (4) 878,757 7.8 % Alan L. Urban (5) 467,500 4.3 % John D. Maatta (6) 5,592,457 35.0 % Michael Breen (7) 82,500 0.8 % Richard G. Boyce (8) 160,000 1.5 % All Directors and Executive Officers as a group (7 persons) 58,507,416 89.5 % (1) Paul L. 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 Fund, Ltd. 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. Kessler, convertible by dividing the stated value per share, currently $10 per share, by the Series A Conversion Price, currently $0.175. (2) Scott D. 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. Kaufman 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. 75 (3) Includes 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. (4) Includes 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. (5) Includes options to acquire 437,500 shares of Common Stock at an exercise price of $2.65 per share. (6) Includes 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. (7) Includes 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. (8) Includes warrants to acquire 160,000 shares of common stock at an exercise price of $1.50 per share. Equity Compensation Plan Information On 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. The 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, 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. Number of securities remaining available for future issuance Number of securities to be Weighted average under equity issued upon exercise of exercise price of compensation plans outstanding options, outstanding options, (excluding securities Plan category warrants and rights warrants and rights reflected in column (a)) (a) (b) (c) 2021 Incentive Stock Award Plan 7,000,000 $ 2.65 3,000,000 Item 13. Certain Relationships and Related Transactions, and Director Independence See Note 8. Related Party Transactions, to the consolidated financial statements. 76 Director Independence Our board of directors currently consists of five members: Messrs. Kessler (Executive Chairman), Kaufman, Maatta, Breen and Boyce. Our board 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. Mr. 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. 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 as that term is defined in the applicable NASDAQ rules. Item 14. Principal Accounting Fees and Services Summary of Principal Accounting Fees for Professional Services Rendered The 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. Years Ended December 31, 2021 2020 Audit Fees $ 37,732 $ 33,000 Audit-Related Fees — — Tax Fees 8,000 7,500 All Other Fees — — Total $ 45,732 $ 40,500 Audit 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.” Tax Fees consist of fees for professional services for tax compliance activities, including the preparation of federal and state tax returns and related compliance matters. All Other Fees consists of amounts billed for services other than those noted above. The 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. All 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; internal 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. 77 PART IV Item 15. Exhibits and Financial Statement Schedules (a)(1) Financial Statements. The 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. (a)(2) and (c) Financial Statement Schedules Not required. (a)(3) and (b) Exhibits Exhibit Index Exhibit No. Description 3.1 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). 3.2 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). 3.3 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). 3.4 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). 3.5 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). 3.6 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). 3.7 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). 3.8 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). 3.9 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). 3.10 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). 3.11 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). 3.12 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). 3.13 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). 4.1* Description of Company’s securities. 10.1 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). 10.2 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). 10.3 Form of Warrant (as filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on December 23, 2019). 10.4 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). 78 10.5+ Employment Agreement dated as of March 1, 2021 but effective as of November 24, 2020, by and between Wizard Brands, Inc. and Scott D. Kaufman (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on March 3, 2021). 10.6+ Employment Agreement dated as of March 1, 2021 but effective as of November 24, 2020, by and between Wizard Brands, Inc. and Heidi C. Bowman (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on March 3, 2021). 10.7+ Separation Agreement entered into as of February 20, 2021 between Wizard Brands, Inc. and John D. Maatta (incorporated by reference to the Company’s Current Report on Form 8-K, filed on March 3, 2021). 10.8 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). 10.9 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). 10.10 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). 10.11 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). 10.12 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). 10.13 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). 10.14 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). 10.15 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). 10.16 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). 10.17 Form of Securities Purchase Agreement (incorporated by reference to the Company’s Current Report on Form 8-K, filed on August 31, 2021). 10.18 Form of Common Stock Purchase Warrant (incorporated by reference to the Company’s Current Report on Form 8-K, filed August 31, 2021). 10.19 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). 10.20 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). 10.21 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). 10.22 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). 10.23+ Employment Agreement dated as of December 23, 2021, by and between Creek Road Miners, Inc. and Paul L. Kessler (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 23, 2021). 10.24+ Amended and Restated Employment Agreement of Scott D. Kaufman dated as of December 23, 2021, by and between Creek Road Miners, Inc. and Paul L. Kessler (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on December 23, 2021). 10.25+ Employment Agreement dated as of December 23, 2021, by and between Creek Road Miners, Inc. and Scott A. Sheikh (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on December 23, 2021). 10.26+ 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). 10.27 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). 10.28 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) 10.29 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). 10.30 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). 10.31 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). 10.32 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). 21.1 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). 23.1* Consent of MaughanSullivan LLC . 24.1 Power of Attorney (included on signature pages). 31.1* 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))* 31.2* Certification by the Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a))* 32.1* Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* 32.2* Certification by the Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * 101.INS* Inline XBRL Instance Document 101.SCH* † Inline XBRL Taxonomy Extension Schema 101.CAL* † Inline XBRL Taxonomy Extension Calculation Linkbase 101.DEF* † Inline XBRL Taxonomy Extension Definition Linkbase 101.LAB* † Inline XBRL Taxonomy Extension Label Linkbase 101.PRE* † Inline XBRL Taxonomy Extension Presentation Linkbase 104.0 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith + 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 Item 16. Form 10-K Summary The Company has elected not to include a summary of the Form 10-K. 79 SIGNATURES Pursuant 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. CREEK ROAD MINERS, INC. By: /s/ Scott D. Kaufman Scott D. Kaufman Date: March 31, 2022 President and Chief Executive Officer (Principal Executive Officer) By: /s/ Alan L. Urban Alan L. Urban Date: March 31, 2022 Chief Financial Officer (Principal Financial and Accounting Officer) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Scott D. Kaufman and Alan L. Urban, 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 hereof. Pursuant 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. Signature Title Date /s/ Scott D. Kaufman Scott D. Kaufman Chief Executive Officer (Principal Executive Officer), President and Director March 31, 2022 /s/ Alan L. Urban Alan L. Urban Chief Financial Officer (Principal Financial March 31, 2022 and Accounting Officer) /s/ Paul L. Kessler Pail Kessler Executive Chairman March 31, 2022 /s/ John D. Maatta John D. Maatta Director March 31, 2022 /s/ Michael Breen Michael Breen Director March 31, 2022 /s/ Richard G. Boyce Richard G. Boyce Director March 31, 2022 80