Prairie Operating Co. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to _____________ Commission File No. 000-33383 CREEK ROAD MINERS, INC. (Exact name of registrant as specified in its charter) Delaware 98-0357690 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 35 E Horizon Ridge Pkwy , Suite 110-502 Henderson , Nevada 89002 (Address of principal executive offices) (Zip Code) (435) 900-1949 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each Class Trading Symbol(s) Name of each Exchange on which registered N/A N/A N/A Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date. Title of Class Number of Shares Outstanding on November 7, 2022 Common Stock, $0.0001 par value 12,276,036 TABLE OF CONTENTS PART I FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements 2 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 36 Item 3. Quantitative and Qualitative Disclosures About Market Risk 47 Item 4. Controls and Procedures 47 PART II OTHER INFORMATION Item 1. Legal Proceedings 48 Item 1A. Risk Factors 48 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 48 Item 3. Defaults Upon Senior Securities 48 Item 4. Mine Safety Disclosures 48 Item 6. Exhibits 49 SIGNATURES 50 1 PART 1 — FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements Creek Road Miners, Inc. and Subsidiaries Condensed Consolidated Balance Sheets September 30, December 31, 2022 2021 (unaudited) Assets Current assets: Cash and cash equivalents $ 451,212 $ 2,785,188 Accounts receivable — 427 Prepaid expenses 158,014 107,749 Deposits on mining equipment 4,673,680 7,613,230 Cryptocurrency 7,350 302,654 Current assets associated with discontinued operations — 18,725 Total current assets 5,290,256 10,827,973 Other assets: Property and equipment, net of accumulated depreciation of $ 582,696 and $ 89,136 , respectively 7,028,279 2,226,360 Right of use asset, net of accumulated amortization of $ 426,918 and $ 299,583 respectively — 127,335 Investment 225,000 — Deposits and other assets 110,350 18,201 Total assets $ 12,653,885 $ 13,199,869 Liabilities and Stockholders’ Deficit Current liabilities: Accounts payable and accrued expenses $ 2,878,131 $ 801,747 Accrued interest and expenses – related parties 2,846,909 2,231,558 Convertible notes payable 1,400,000 — Lease liability, current portion — 33,977 Secured convertible debenture – related party 2,496,850 2,500,000 Current liabilities associated with discontinued operations 485,712 472,029 Total current liabilities 10,107,602 6,039,311 Non-current liabilities: Lease liability, long term portion — 101,116 Secured convertible debenture – related party 2,496,850 2,500,000 SBA/PPP loans payable 149,900 361,595 Total non-current liabilities 2,646,750 2,962,711 Total liabilities 12,754,352 9,002,022 Commitments and contingencies - - Stockholders’ equity: Preferred stock; 5,000,000 shares authorized: Series A convertible preferred stock; $ 0.0001 par value; 500,000 shares authorized; 242,534 and 223,964 shares issued and outstanding, respectively 24 22 Series B convertible preferred stock; $ 0.0001 par value; 20,000 shares authorized; 1,420 and 3,720 shares issued and outstanding, respectively — — Series C convertible preferred stock; $ 0.0001 par value; 15,000 shares authorized; 7,630 shares issued and outstanding, respectively 1 1 Preferred stock value 1 1 Common stock; $ 0.0001 par value; 100,000,000 shares authorized; 12,296,735 and 8,191,382 shares issued and outstanding, respectively 1,229 819 Additional paid-in capital 54,139,405 51,506,854 Accumulated deficit ( 54,241,126 ) ( 47,309,849 ) Total stockholders’ equity ( 100,467 ) 4,197,847 Total liabilities and stockholders’ equity $ 12,653,885 $ 13,199,869 See notes to unaudited condensed consolidated financial statements 2 Creek Road Miners, Inc. and Subsidiaries Condensed Consolidated Statements of Operations (Unaudited) 2022 2021 2022 2021 Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Revenue: Cryptocurrency mining $ 7,955 $ — $ 517,602 $ — Operating costs and expenses: Cryptocurrency mining costs (exclusive of depreciation and amortization shown below) 284,700 — 1,071,458 — Depreciation and amortization 164,520 12,154 493,560 24,503 Stock based compensation 156,190 436,479 2,545,431 2,473,954 General and administrative 1,127,503 1,503,738 2,825,272 3,715,015 Impairment of mined cryptocurrency 1,035 — 107,174 — Total operating expenses 1,733,948 1,952,371 7,042,895 6,213,472 Loss from operations ( 1,725,993 ) ( 1,952,371 ) ( 6,525,293 ) ( 6,213,472 ) Other income (expense): Realized loss on sale of cryptocurrency — — ( 131,075 ) — PPP loan forgiveness — — 197,662 — Interest expense ( 64,139 ) ( 294,498 ) ( 454,833 ) ( 764,009 ) Total other income (expense) ( 64,139 ) ( 294,498 ) ( 388,246 ) ( 764,009 ) Loss from operations before provision for income taxes ( 1,790,132 ) ( 2,246,869 ) ( 6,913,539 ) ( 6,977,481 ) Provision for income taxes — — — — Loss from continuing operations ( 1,790,132 ) ( 2,246,869 ) ( 6,913,539 ) ( 6,977,481 ) Discontinued operations: Income (loss) from discontinued operations ( 6 ) ( 208,377 ) ( 17,738 ) 200,155 Gain on sale of discontinued operations — 1,853,169 — 1,853,169 Net income (loss) from discontinued ops. ( 6 ) 1,644,792 ( 17,738 ) 2,053,324 Net loss $ ( 1,790,138 ) $ ( 602,077 ) $ ( 6,931,277 ) $ ( 4,924,157 ) Dividends on preferred stock ( 87,797 ) ( 196,242 ) ( 272,399 ) ( 266,094 ) Earnings attributable to common stockholders $ ( 1,877,935 ) $ ( 798,319 ) $ ( 7,203,676 ) $ ( 5,190,251 ) Earnings (loss) per common share: Earnings (loss) per share from continuing operations, basic and diluted $ ( 0.15 ) $ ( 0.43 ) $ ( 0.63 ) $ ( 1.87 ) Earnings per share from discontinued operations, basic and diluted $ — $ 0.29 $ — $ 0.53 Earnings (loss) per share, basic and diluted $ ( 0.15 ) $ ( 0.14 ) $ ( 0.63 ) $ ( 1.34 ) Weighted average common shares outstanding, basic and diluted 12,656,994 5,607,877 11,430,285 3,865,416 See notes to unaudited condensed consolidated financial statements 3 Creek Road Miners, Inc. and Subsidiaries Condensed Consolidated Statements of Stockholders’ Equity For the Three Months Ended September 30, 2022 (Unaudited) Shares Amount Shares Amount Shares Amount Shares Amount Capital Deficit Interest Deficit Series A Preferred Stock Par value $0.0001 Series B Preferred Stock Par value $0.0001 Series C Preferred Stock Par value $0.0001 Common Stock Par value $0.0001 Additional Paid In Accumulated Non-controlling Stockholders’ Shares Amount Shares Amount Shares Amount Shares Amount Capital Deficit Interest Deficit Balance, June 30, 2022 226,915 $ 23 1,400 $ - 7,880 $ 1 12,524,209 $ 1,251 $ 54,868,200 $ ( 52,450,988 ) $ - $ 2,418,487 Warrants issued for services - - - - - - - - - - - - Issuance of series A preferred stock to settle accrued liabilities and compensation 9,249 1 - - - - - - 92,489 - - 92,490 Exercise of warrants - - - - - - 166,660 17 83,313 - - 83,330 Issuance of series A preferred stock to settle compensation 15,619 1 - - - - - - 156,187 - - 156,188 Issuance of series B preferred stock to settle liabilities - - 20 - - - - - 19,463 - - 19,463 Conversion of series C preferred stock to common - - - - ( 250 ) - 185,167 19 ( 19 ) - - - Exchange of warrant shares for convertible note - - - - - - ( 579,301 ) ( 58 ) ( 899,942 ) - - ( 900,000 ) Dividend on series A preferred stock - - - - - - - - ( 68,634 ) - - ( 68,634 ) Dividend on series B preferred stock - - - - - - - - ( 19,163 ) - - ( 19,163 ) Net loss - - - - - - - - - ( 1,790,138 ) - ( 1,790,138 ) Balance, September 30, 2022 242,534 $ 24 1,420 $ - 7,630 $ 1 12,296,735 $ 1,229 $ 54,139,405 $ ( 54,241,126 ) $ - $ ( 100,467 ) See notes to unaudited condensed consolidated financial statements 4 Creek Road Miners, Inc. and Subsidiaries Condensed Consolidated Statements of Stockholders’ Equity For the Nine Months Ended September 30, 2022 (Unaudited) Series A Preferred Stock Par value $0.0001 Series B Preferred Stock Par value $0.0001 Series C Preferred Stock Par value $0.0001 Common Stock Par value $0.0001 Additional Paid In Accumulated Non-controlling Stockholders’ Shares Amount Shares Amount Shares Amount Shares Amount Capital Deficit Interest Deficit Balance, December 31, 2021 223,964 $ 22 3,720 $ - 7,880 $ 1 8,191,382 $ 819 $ 51,506,854 $ ( 47,309,849 ) $ - $ 4,197,847 Warrants issued for services - - - - - - - - 472,501 - - 472,501 Issuance of series A preferred stock to settle accrued liabilities and compensation 9,249 1 - - - - - - 92,489 - - 92,490 Exercise of warrants - - - - - - 766,660 77 983,253 - - 983,330 Replacement warrants issued - - - - - - - - 1,608,000 - - 1,608,000 Exercise of stock options - - - - - - 185,216 19 ( 19 ) - - - Issuance of common stock for services - - - - - - 30,000 3 44,997 - - 45,000 Issuance of common stock for investment - - - - - - 169,205 17 99,983 - - 100,000 Issuance of common - - - - - - 11,502 - - - - - Issuance of series A preferred stock to settle compensation 41,993 5 - - - - - - 419,923 - - 419,928 Issuance of series B preferred stock to settle liabilities - - 172 - - - - - 170,303 - - 170,303 Conversion of series A preferred stock to common ( 23,423 ) ( 3 ) - - - - 1,338,456 134 ( 131 ) - - - Conversion of series B preferred stock to common - - ( 2,472 ) - - - 1,962,448 195 ( 195 ) - - - Conversion of series C preferred stock to common - - - - ( 250 ) - 185,167 19 ( 19 ) - - - Conversion of secured convertible debenture to Common stock - - - - - - 36,000 4 6,296 - - 6,300 Exchange of warrant shares for convertible note - - - - - - ( 579,301 ) ( 58 ) ( 899,942 ) - - ( 900,000 ) Dividend on series A preferred stock - - - - - - - - ( 200,936 ) - - ( 200,936 ) Dividend on series B preferred stock - - - - - - - - ( 71,463 ) - - ( 71,463 ) Net loss - - - - - - - - ( 6,931,277 ) - ( 6,931,277 ) Balance, September 30, 2022 242,534 $ 24 1,420 $ - 7,630 $ 1 12,296,735 $ 1,229 $ 54,139,405 $ ( 54,241,126 ) $ - $ ( 100,467 ) See notes to unaudited condensed consolidated financial statements 5 Creek Road Miners, Inc. and Subsidiaries Condensed Consolidated Statements of Stockholders’ Equity For the Three and Nine Months Ended September 30, 2021 (Unaudited) Series A Preferred Stock Par value $0.0001 Series B Preferred Stock Par value $0.0001 Series C Preferred Stock Par value $0.0001 Common Stock Par value $0.0001 Additional Paid In Accumulated Non-controlling Stockholders’ Shares Amount Shares Amount Shares Amount Shares Amount Capital Deficit Interest Deficit Balance, June 30, 2021 226,542 $ 22 2,500 $ 1 - $ - 3,629,252 $ 363 $ 27,648,732 $ ( 34,361,226 ) $ ( 12,498 ) $ ( 6,724,606 ) Stock based compensation - - - - - - - - 343,999 - - 343,999 Issuance of series A preferred stock to settle accrued liabilities and compensation 9,249 1 - - - - - - 92,489 - - 92,490 Issuance of series B preferred stock and warrants, net - - 1,000 - - - - - 813,995 - - 813,995 Issuance of series A preferred stock to settle compensation - - - - - - - - - Issuance of series A preferred stock to settle compensation, shares - Issuance of common stock and warrants, net - - - - - - 2,433,340 243 3,249,757 - - 3,250,000 Conversion of series B preferred stock to common - - ( 600 ) - - - 432,000 43 ( 43 ) - - - Dividend on Series A preferred stock - - - - - - - - ( 196,242 ) - - ( 196,242 ) Net loss - - - - - - - - - ( 602,077 ) - ( 602,077 ) Balance, September 30, 2021 235,791 $ 23 2,900 $ 1 - $ - 6,494,592 $ 649 $ 31,952,687 $ ( 34,963,303 ) $ ( 12,498 ) $ ( 3,022,442 ) Series A Preferred Stock Par value $0.0001 Series B Preferred Stock Par value $0.0001 Series C Preferred Stock Par value $0.0001 Common Stock Par value $0.0001 Additional Paid In Accumulated Non-controlling Stockholders’ Shares Amount Shares Amount Shares Amount Shares Amount Capital Deficit Interest Deficit Balance, December 31, 2020 173,993 $ 17 - $ - - $ - 3,506,752 $ 351 $ 23,206,367 $ ( 30,039,146 ) $ ( 12,498 ) $ ( 6,844,909 ) Stock based compensation - - - - - - - - 538,804 - - 538,804 Warrants issued for services - - - - - - - - 1,562,881 - - 1,562,881 Exercise of stock options - - - - - - 122,500 12 43,163 - - 43,175 Issuance of series A preferred stock to settle accrued liabilities and compensation 61,798 6 - - - - - - 618,858 - - 618,864 Issuance of series A preferred stock to settle compensation - - - - - - - - Issuance of series A preferred stock to settle compensation, shares - Issuance of series B preferred stock and warrants, net - - 3,500 1 - - - - 2,998,994 - - 2,998,995 Issuance of common stock and warrants, net - - - - - - 2,433,340 243 3,249,757 - - 3,250,000 Conversion of series B preferred stock to common - - ( 600 ) - - - 432,000 43 ( 43 ) - - - Dividend on Series A preferred stock - - - - - - - - ( 266,094 ) - - ( 266,094 ) Net loss - - - - - - - - ( 4,924,157 ) - ( 4,924,157 ) Balance, September 30, 2021 235,791 $ 23 2,900 $ 1 - $ - 6,494,592 $ 649 $ 31,952,687 $ ( 34,963,303 ) $ ( 12,498 ) $ ( 3,022,442 ) See notes to unaudited condensed consolidated financial statements 6 Creek Road Miners, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (Unaudited) Condensed Consolidated Statements of Cash Flows (Unaudited) 2022 2021 Nine Months Ended September 30, 2022 2021 Cash flow from operating activities: Net loss $ ( 6,931,277 ) $ ( 4,924,157 ) Adjustment to reconcile net loss to net cash used in operating activities: Depreciation and amortization 493,560 24,503 Accretion of debt discount — 285,954 Amortization of lease right ( 7,759 ) 5,845 Stock based compensation 2,715,733 2,720,548 Impairment of cryptocurrency 107,174 — PPP loan forgiveness ( 197,662 ) — Realized loss on the sale of cryptocurrency 131,075 — Gain on the sale of discontinued operations — ( 1,853,169 ) Changes in operating assets and liabilities: Accounts receivable 428 31,811 Prepaid expenses ( 50,267 ) ( 147,493 ) Inventory 18,725 — Cryptocurrency, net of mining fees ( 507,150 ) — Current assets associated with discontinued operations — 99,988 Security deposits ( 92,149 ) 102 Assets associated with discontinued operations — 168,209 Accounts payable and accrued expenses 2,691,735 377,388 Accrued and unpaid dividends on preferred stock ( 272,399 ) ( 266,094 ) Liabilities associated with discontinued operations 13,683 ( 2,539,125 ) Net cash used in operating activities ( 1,886,550 ) ( 6,015,690 ) Cash flow from investing activities: Proceeds from the sale of cryptocurrency 564,205 — Purchase of investment ( 125,000 ) — Deposits on mining equipment, net 2,939,550 — Purchase of property and equipment ( 5,295,478 ) ( 1,129,366 ) Net cash used in investing activities ( 1,916,723 ) ( 1,129,366 ) Cash flow from financing activities: Proceeds from the issuance of series B preferred stock and warrants, net — 2,998,994 Proceeds from the issuance of common stock and warrants, net — 3,250,000 Proceeds from the exercise of warrants 983,330 — Proceeds from the exercise of stock options — 43,175 Proceeds from the sale of discontinued operations — 1,500,000 Proceeds (paydown) of SBA/PPP loans payable ( 14,033 ) 197,662 Proceeds from note payable 500,000 — Net cash provided by financing activities 1,469,297 7,989,831 Net increase (decrease) in cash and cash equivalents ( 2,333,976 ) 844,775 Cash and cash equivalents, beginning of period 2,785,188 1,897,703 Cash and cash equivalents, end of period $ 451,212 $ 2,742,478 See notes to unaudited condensed consolidated financial statements 7 Creek Road Miners, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (continued) (Unaudited) Condensed Consolidated Statements of Cash Flows (Unaudited) Nine Months Ended September 30, 2022 2021 Supplemental disclosures of cash flow information: Cash paid for income taxes $ — $ — Cash paid for interest $ — $ — Supplemental disclosures of noncash investing and financing activity: Issuance of series A preferred stock to settle accrued liabilities and compensation $ 419,930 $ 618,858 Issuance of series B preferred stock to settle accrued liabilities $ 170,303 $ — Issuance of common stock for investment $ 100,000 $ — Conversion of preferred stock to common stock $ 348 $ 43 Conversion of secured convertible debentures to common stock $ 6,300 $ — Exchange of warrant shares for convertible note $ 900,000 $ — See notes to unaudited condensed consolidated financial statements 8 Creek Road Miners, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements Nine Months Ended September 30, 2022 (Unaudited) Note 1. Organization, Nature of Business and Basis of Presentation Organization Creek Road Miners, Inc. (formerly known as Wizard Brands, Inc., Wizard Entertainment, Inc., Wizard World, Inc., and GoEnergy, Inc.) was incorporated in Delaware on May 2, 2001. Prior to cryptocurrency mining operations that began in October 2021, the Company produced live and virtual pop culture conventions and events and sold a gelatin machine and related consumables that were discontinued in 2021. In addition, the Company operated an eCommerce site selling pop culture memorabilia that was discontinued on June 30, 2022 (known collectively as “legacy operations”). Merger Agreement On October 24, 2022, the Company, Creek Road Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company, and Prairie Operating Co., LLC, a Delaware limited liability company (“Prairie”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into Prairie (the “Merger”), with Prairie surviving and continuing to exist as a Delaware limited liability company and a wholly-owned subsidiary of the Company. At the effective time of the Merger (the “Effective Time”), the Company will (a) deliver the greater of (A) 2,000,000 shares of its common stock, par value $ 0.0001 per share (“common stock”), and (B) the product of (x) the number of issued and outstanding shares of common stock immediately following the consummation of the Restructuring Transactions (as defined below) by the Company multiplied by (y) 33.33% to the members of Prairie (the “Prairie Members”) and (b) convert certain options to purchase membership interests of Prairie into restricted performance-based options to purchase, in the aggregate, 8,000,000 shares of common stock for $0.25 per share only exercisable if specific production hurdles are achieved. In connection with the Merger, the Company will cause the following restructuring transactions (the “Restructuring Transactions”): (1) all holders of the Company’s outstanding shares of Series A preferred stock, Series B preferred stock, Series C preferred stock, and 12% senior secured convertible debentures (the “Convertible Debentures”), and holders of certain warrants, certain convertible promissory notes and certain other accrued liabilities, will convert their respective shares of Series A preferred stock, Series B preferred stock, Series C preferred stock and Convertible Debentures, and respective warrants, convertible promissory notes and accrued liabilities into shares of common stock and (2) thereafter, the Company shall effect a reverse stock split of the common stock at a ratio between 1-23 and 1-30 (the “Reverse Stock Split”). Nature of Business Cryptocurrency Mining We generate substantially all our revenue through cryptocurrency we earn through our mining activities. We have historically mined and held Bitcoin exclusively, which we may sell to fund our operating and capital expenditures. While we do not have the intention of mining any other cryptocurrencies in the near future, we may expand our mining operations to include additional crypto assets if, after evaluation of the financial merits of such crypto assets based on a number of factors, including the anticipated profitability and price stability of such crypto assets and the ability and cost of our existing miners to mine for such digital assets, we determine that such additional crypto assets are reasonably likely to result in better margin than Bitcoin. Our mining operations commenced on October 24, 2021. We use special cryptocurrency mining computers (known as “miners”) to solve complex cryptographic algorithms to support the Bitcoin blockchain and, in return, receive Bitcoin as our reward. Miners measure their processing power, which is known as “hashing” power, in terms of the number of hashing algorithms solved (or “hashes”) per second, which is the miner’s “hash rate.” We participate in mining pools that pool the resources of groups of miners and split cryptocurrency rewards earned according to the “hashing” capacity each miner contributes to the mining pool. Our Bitcoin mining operations require significant amounts of power. On May 30, 2022, the Company entered into a binding memorandum of understanding with Highwire Energy Partners, Inc. (“Highwire”) to acquire certain energy assets, including natural gas production opportunities in South Dakota, North Dakota and Wyoming as well as an opportunity for fixed-price electricity generation in Wyoming. In mid-June 2022, the Company relocated 240 Bitmain S19J Pro miners with 24 Ph/s of hashing capacity from Louisiana to a facility operated by Highwire in Colorado. The Company’s miners have currently not been placed in operational service pending resolution of gas supply start-up issues at the Highwire site and other operational issues. As a result, since June 30, 2022 the Company is neither receiving meaningful cryptocurrency awards nor generating meaningful revenue from cryptocurrency mining. Mining Equipment All of our miners were manufactured by Bitmain, and incorporate application-specific integrated circuit (“ASIC”) chips specialized to solve blocks on the Bitcoin blockchains using the 256-bit secure hashing algorithm (“SHA-256”) in return for Bitcoin cryptocurrency rewards. As of September 30, 2022, we had 510 Bitmain S19J Pro miners with 51.0 Ph/s of hashing capacity and 270 Bitmain S19 miners with 24.3 Ph/s of hashing capacity, none of which were in service . On December 17, 2021 the Company entered into a Non-Fixed Price Sales and Purchase Agreement (the “Bitmain Agreement”) with Bitmain Technologies Limited (“Bitmain”) for 600 Bitmain S19XP miners with a reference price of approximately $ 11,250 per miner. The miners have a total of 84 Ph/s of hashing capacity and an initial estimated purchase commitment of $ 6,762,000 (the “total reference price”), subject to price adjustments and related offsets, including potential adjustments related to the market price of miners. The Company has made payments of $ 3,969,000 (classified as deposits on mining equipment) to Bitmain pursuant to the Bitmain Agreement. 9 The remaining amount due under the Bitmain Agreement based on the initial total reference price is $ 2,793,000 , however, as of September 30, 2022, the market price of miners has dropped significantly from $ 11,250 to approximately $ 5,810 per miner. The estimated remaining amount due under the Bitmain Agreement based on the current market price of miners (assuming no contract interpretation disputes are asserted by, and no liquidated damaged or penalties are assessed by, Bitmain) is presented below: Schedule of Market Price of Miners Market Price per Miner Total Amount July 2022 batch (100 miners) $ 7,756 $ 775,600 August 2022 batch (100 miners) 7,140 714,000 September 2022 batch (100 miners) 7,140 714,000 October 2022 batch (100 miners) 6,510 651,000 November 2022 batch (100 miners) 5,810 581,000 December 2022 batch (100 miners) 5,810 (1) 581,000 Estimated total amount due 4,016,600 Less: Payments made 3,969,000 Estimated remaining amount due (2) $ 47,600 (1) Estimate based on the November 2022 market price. (2) Assuming no contract interpretation disputes are asserted by, and no liquidated damages or penalties are assessed by, Bitmain. Mobile Data Centers We historically utilize mobile data centers to house our miners. Our mobile data centers are located close to natural gas wellheads. We use natural gas to power a mobile turbine that produces electricity that, in turn, is used to power our miners. Mining Results The Company measures its operations by the number and U.S. Dollar (US$) value of the cryptocurrency rewards it earns from its cryptocurrency mining activities. The following table presents additional information regarding our cryptocurrency mining operations: Schedule of Cryptocurrency Mining Operations Quantity of Bitcoin US$ Amounts Balance September 30, 2021 — $ — Revenue recognized from cryptocurrency mined 6.7 369,804 Mining pool operating fees ( 0.1 ) ( 7,398 ) Impairment of cryptocurrencies — ( 59,752 ) Balance December 31, 2021 6.6 $ 302,654 Revenue recognized from cryptocurrency mined 8.3 343,055 Mining pool operating fees ( 0.2 ) ( 6,868 ) Impairment of cryptocurrencies — ( 106,105 ) Balance March 31, 2022 14.7 $ 532,736 Revenue recognized from cryptocurrency mined 4.6 166,592 Mining pool operating fees ( 0.1 ) ( 3,428 ) Proceeds from the sale of cryptocurrency ( 18.9 ) ( 564,205 ) Realized loss on the sale of cryptocurrency — ( 131,075 ) Impairment of cryptocurrencies — ( 34 ) Balance June 30, 2022 (1) 0.3 $ 586 Balance 0.3 $ 586 Revenue recognized from cryptocurrency mined 0.3 7,955 Mining pool operating fees — ( 156 ) Impairment of cryptocurrencies — ( 1,035 ) Balance September 30, 2022 (1) 0.6 $ 7,350 Balance 0.6 $ 7,350 (1) Since June 30, 2022 the Company is neither receiving meaningful cryptocurrency awards nor generating meaningful revenue from cryptocurrency mining. 10 Factors Affecting Profitability Our business is heavily dependent on the market price of Bitcoin. The prices of cryptocurrencies, specifically Bitcoin, have experienced substantial volatility. Further affecting the industry, and particularly for the Bitcoin blockchain, the cryptocurrency reward for solving a block is subject to periodic incremental halving. Halving is a process designed to control the overall supply and reduce the risk of inflation in cryptocurrencies using a Proof-of-Work consensus algorithm. At a predetermined block, the mining reward is cut in half, hence the term “halving”. For Bitcoin the reward was initially set at 50 Bitcoin currency rewards per block. The Bitcoin blockchain has undergone halving three times since its inception as follows: (1) on November 28, 2012 at block 210,000; (2) on July 9, 2016 at block 420,000; and (3) on May 11, 2020 at block 630,000, when the reward was reduced to its current level of 6.25 Bitcoin per block. The next halving for the Bitcoin blockchain is anticipated to occur in March 2024 at block 840,000, when the reward will be reduced to 3.125 Bitcoin per block. This process will reoccur until the total amount of Bitcoin currency rewards issued reaches 21 million and the theoretical supply of new Bitcoin is exhausted. Many factors influence the price of Bitcoin, and potential increases or decreases in prices in advance of, or following, a future halving is unknown. We have historically mined and held Bitcoin exclusively, which we may sell to fund our operating and capital expenditures. S ince June 30, 2022 the Company is neither receiving meaningful cryptocurrency awards nor generating meaningful revenue from cryptocurrency mining. Our business is heavily dependent on the market price of Bitcoin, which has experienced substantial volatility and has recently dropped to its lowest price since December 2020. As of September 30, 2022 the market price of Bitcoin was $ 19,432 , which reflects a decrease of approximately 60% since the beginning of 2022, and of approximately 70% from its all-time high of approximately $ 67,000 . In addition, the cost of natural gas that we use to produce electricity to power our miners has increased substantially. The cost of natural gas in the United States has increased by as much as approximately 260% since the beginning of 2022 . These price movements result in decreased cryptocurrency mining revenue and increased cryptocurrency mining costs, both of which have a material adverse effect on our business and financial results. Government Regulation Cryptocurrency is increasingly becoming subject to governmental regulation, both in the U.S. and internationally. State and local regulations also may apply to our activities and other activities in which we may participate in the future. Numerous regulatory bodies have shown an interest in regulating blockchain or cryptocurrency activities. For example, on March 9, 2022 President Biden signed an executive order on cryptocurrencies. While the executive order does not mandate any specific regulations, it instructs various federal agencies to consider potential regulatory measures, including the evaluation of the creation of a U.S. Central Bank digital currency. Future changes to existing regulations or entirely new regulations may affect our business in ways it is not presently possible for us to predict with any reasonable degree of reliability. As the regulatory and legal environment evolves, we may become subject to new laws and regulation which may affect our mining and other activities. For additional discussion regarding our belief about the potential risks existing and future regulation pose to our business, see the Section entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. Basis of Presentation The accompanying condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC. The condensed consolidated balance sheet as of December 31, 2021 included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including notes, required by GAAP. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to fairly present the Company’s financial position and results of operations for the interim periods reflected. Except as noted, all adjustments contained herein are of a normal recurring nature. Results of operations for the fiscal periods presented herein are not necessarily indicative of fiscal year-end results. 11 Note 2. Going Concern Analysis Historically, we have relied upon cash from financing activities to fund substantially all of the cash requirements of our activities and have incurred significant losses and experienced negative cash flow. The Company had net losses from continuing operations of $ 6,913,539 , and $ 6,977,481 , for the nine months ended September 30, 2022 and 2021, respectively. We cannot predict if we will be profitable. We may continue to incur losses for an indeterminate period of time and may be unable to achieve profitability. An extended period of losses and negative cash flow may prevent us from successfully operating and expanding our business. We may be unable to achieve or sustain profitability on a quarterly or annual basis. On September 30, 2022, we had cash and cash equivalents of $ 451,212 , a working capital deficit of approximately $ 4.8 million, and an accumulated deficit of approximately $ 54 million. We have evaluated the significance of the uncertainty regarding the Company’s financial condition in relation to our ability to meet our obligations, which has raised substantial doubts about the Company’s ability to continue as a going concern. While it is very difficult to estimate our future liquidity requirements the Company believes that if it is unable close the Merger, or obtain debt and/or equity financing, existing cash resources will be depleted in early 2023 or late 2022. The Company can generate cash through the sale of fixed assets, specifically cryptocurrency miners. However, the total cash generated would be significantly less that the total of the Company’s liabilities. There are no assurances that the Merger will close, that debt and/or equity financing can be obtained, or that the sale of fixed assets, specifically cryptocurrency miners can be achieved. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The 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. The Company’s ability to continue as a going concern is dependent upon the Company’s ability to close the merger with Prairie, or obtain debt and/or equity financing, and there are no assurances that either can occur. Note 3. Summary of Significant Accounting Policies Principles of Consolidation The accompanying financial statements are consolidated and include the accounts of the Company and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The 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 disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates. These estimates and assumptions include estimates for reserves of uncollectible accounts, accruals for potential liabilities, assumptions made in valuing equity instruments issued for services or acquisitions, and realization of deferred tax assets. Reclassification Certain prior period amounts may have been reclassified to conform to current period presentation. Concentration of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents. The Company places its cash with high quality financial institutions and at times may exceed the FDIC $ 250,000 insurance limit. The Company does not anticipate incurring any losses related to these credit risks. 12 Cryptocurrency Cryptocurrency (Bitcoin) is included in current assets in the accompanying consolidated balance sheets. The classification of cryptocurrencies as a current asset has been made after the Company’s consideration of the significant consistent daily trading volume on readily available cryptocurrency exchanges and the absence of limitations or restrictions on Company’s ability to sell Bitcoin. Cryptocurrencies awarded to the Company through its mining activities are accounted for in connection with the Company’s revenue recognition policy disclosed below. Cryptocurrencies held are accounted for as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the cryptocurrency at the time its fair value is being measured. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. Cryptocurrencies awarded to the Company through its mining activities are included within operating activities on the accompanying consolidated statements of cash flows. Impairment of Long-Lived Assets Long-lived 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. Property and equipment Property and equipment are stated at cost and are depreciated using the straight-line method over their estimated useful lives of 3 to 9 years. No depreciation is recorded until the property or equipment is placed into service. Leasehold improvements are amortized over the shorter of the useful lives of the related assets, or the lease term. Expenditures for maintenance and repairs are charged to operations as incurred while renewals and betterments are capitalized. Gains and losses on disposals are included in the consolidated statements of operations. Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. Leases The Company accounts for leases in accordance with the provisions of ASC 842, Leases. This standard requires lessees to recognize on the balance sheet assets and liabilities for leases with lease terms of more than 12 months. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will depend primarily on its classification as a finance or operating lease. We 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 lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. Our 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. We 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 incurred. 13 Revenue Recognition The Company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers. The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that we expect to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as we fulfill our obligations under each of our agreements: ● identify the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and ● recognize revenue as the performance obligation is satisfied. The Company has entered into digital asset mining pools by executing contracts with the mining pool operators to provide computing power to the mining pool. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company is entitled to a fractional share of the fixed cryptocurrency award the mining pool operator receives (less digital asset transaction fees to the mining pool operator which are recorded as a component of cost of revenues) for successfully adding a block to the blockchain. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. Providing computing power in digital asset transaction verification services is an output of the Company’s ordinary activities. The provision of providing such computing power is the only performance obligation in the Company’s contracts with mining pool operators. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pools. The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions. Fair value of the cryptocurrency award received is determined using the market rate of the related cryptocurrency at the time of receipt. There is currently no specific definitive guidance under GAAP or alternative accounting framework for the accounting for cryptocurrencies recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the Company’s consolidated financial position and results from operations. Cryptocurrency Mining Costs The Company’s cryptocurrency mining costs consist primarily of direct costs of earning Bitcoin related to mining operations, including mining pool fees, natural gas costs, turbine rental costs, and mobile data center rental costs, but exclude depreciation and amortization, which are separately stated in the Company’s consolidated statements of operations. Reverse Stock Split We implemented a 1-for-20 reverse stock split of our outstanding shares of common stock that was effective on January 23, 2020. Unless otherwise noted, all share and related option, warrant, and convertible security information presented has been retroactively adjusted to reflect the reduced number of shares, and the increase in the share price which resulted from this action. 14 Stock-Based Compensation The Company periodically issues stock options, warrants and restricted stock to employees and non-employees for services, in capital raising transactions, and for financing costs. The Company accounts for share-based payments under the guidance as set forth in the Share-Based Payment Topic 718 of the FASB Accounting Standards Codification, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, officers, directors, and consultants, including employee stock options, based on estimated fair values. The Company estimates the fair value of stock option and warrant awards to employees and directors on the date of grant using an option-pricing model, and the value of the portion of the award that is ultimately expected to vest is recognized as expense over the required service period in our Statements of Operations. We estimate the fair value of restricted stock awards to employees and directors using the market price of our common stock on the date of grant, and the value of the portion of the award that is ultimately expected to vest is recognized as expense over the required service period in our Statements of Operations. Discontinued Operations On August 6, 2021, the Company entered into an Asset Purchase Agreement (the “Informa Agreement”) with Informa. Pursuant to the Informa Agreement, Creek Road Miners Corp. (fka Kick the Can Corp.) sold, transferred, and assigned certain assets, properties, and rights to Informa related to the business of operating and producing live pop culture events. The Company released deferred revenue and other liabilities totaling $ 722,429 and recognized other income of this amount. On September 15, 2021, the Company sold our wholly owned subsidiary which contained our Jevo assets and all rights to our Jevo operations for $ 1,500,000 and recognized a gain on the transaction of approximately $ 1,130,740 . On June 30, 2022, the Company discontinued operations of an eCommerce site selling pop culture memorabilia. The related assets and liabilities associated with the discontinued operations in our consolidated balance sheets for the periods ending September 30, 2022, and December 31, 2021, are classified as discontinued operations. Additionally, the financial results associated with discontinued operations in our consolidated statement of operations for the periods ending September 30, 2022 and 2021, are classified as discontinued operations. Earnings (Loss) Per Common Share Basic earnings (loss) per share is computed by dividing earnings (loss) attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing earnings (loss) attributable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. The dilutive effect of potentially dilutive securities is reflected in diluted net income per share if the exercise prices were lower than the average fair market value of common shares during the reporting period. Potential common shares are excluded from the computation when their effect is antidilutive. Basic and diluted earnings (loss) attributable to common stockholders is the same for the three and nine months ended September 30, 2022 and 2021, because the Company has only incurred losses and all potentially dilutive securities are anti-dilutive. Potentially dilutive securities that were not included in the computation of diluted earnings (loss) attributable to common stockholders at September 30, 2022 because their inclusion would be anti-dilutive are as follows: Schedule of Anti-dilutive Securities excluded from Earnings Per Share Potentially Dilutive Security Quantity Stated Value Per Share (1) Total Value or Stated Value Assumed Conversion Price (1) Resulting Common Shares Common stock options 259,250 $ — $ — — 259,250 Common stock warrants 21,984,266 — — — 21,984,266 Series A preferred stock 242,534 10 2,425,340 0.175 13,859,086 Series B preferred stock 1,420 1,080 1,533,060 0.500 3,066,120 Series C preferred stock 7,630 1,111 8,476,930 0.500 16,953,860 Series B preferred stock warrants 10,000 1,080 10,800,000 0.500 21,600,000 Secured convertible debentures – related parties — — 4,993,700 0.175 28,535,429 Convertible notes payable — — 1,400,000 0.500 2,800,000 Total 109,058,011 (1) As of September 30, 2022 15 Related Parties The Company follows ASC 850-10, Related Parties, for the identification of related parties and disclosure of related party transactions. Pursuant 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. Recently Issued Accounting Pronouncements Recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. Note 4. Deposits on Mining Equipment Deposits on mining equipment, consisted of the following: Schedule of Mining Equipment Cryptocurrency Miners Mobile Data Centers Total Balance December 31, 2020 $ — $ — $ — Deposits on equipment during the period 7,089,000 524,230 7,613,230 Equipment delivered during the period — — — Balance December 31, 2021 $ 7,089,000 $ 524,230 $ 7,613,230 Deposits on equipment during the period 1,220,100 178,090 1,398,190 Equipment delivered during the period ( 2,106,000 ) — ( 2,106,000 ) Balance March 31, 2022 $ 6,203,100 $ 702,320 $ 6,905,420 Deposits on equipment during the period 382,200 352,340 734,540 Equipment delivered during the period ( 2,616,300 ) ( 349,980 ) ( 2,966,280 ) Balance June 30, 2022 $ 3,969,000 $ 704,680 $ 4,673,680 Deposits on mining equipment, Balance $ 3,969,000 $ 704,680 $ 4,673,680 Deposits on equipment during the period — — — Equipment delivered during the period — — — Balance September 30, 2022 $ 3,969,000 $ 704,680 $ 4,673,680 Deposits on mining equipment, Balance $ 3,969,000 $ 704,680 $ 4,673,680 All of our miners were manufactured by Bitmain, and incorporate application-specific integrated circuit (“ASIC”) chips specialized to solve blocks on the Bitcoin blockchains using the 256-bit secure hashing algorithm (“SHA-256”) in return for Bitcoin cryptocurrency rewards. As of September 30, 2022, we had 510 Bitmain S19J Pro miners with 51.0 Ph/s of hashing capacity and 270 Bitmain S19 miners with 24.3 Ph/s of hashing capacity, none of which were in service . On December 17, 2021 the Company entered into the Bitmain Agreement with Bitmain for 600 Bitmain S19XP miners with a reference price of approximately $ 11,250 per miner. The miners have a total of 84 Ph/s of hashing capacity and an initial estimated purchase commitment of $ 6,762,000 (the “total reference price”), subject to price adjustments and related offsets, including potential adjustments related to the market price of miners. The Company has made payments of $ 3,969,000 (classified as deposits on mining equipment) to Bitmain pursuant to the Bitmain Agreement. 16 The remaining amount due under the Bitmain Agreement based on the initial total reference price is $ 2,793,000 , however, as of September 30, 2022, the market price of miners has dropped significantly from $ 11,250 to approximately $ 5,810 per miner. The estimated remaining amount due under the Bitmain Agreement based on the current market price of miners (assuming no contract interpretation disputes are asserted by, and no liquidated damaged or penalties are assessed by, Bitmain) is presented below: Schedule of Estimated Market Price of Miners Market Price per Miner Total Amount July 2022 batch (100 miners) $ 7,756 $ 775,600 August 2022 batch (100 miners) 7,140 714,000 September 2022 batch (100 miners) 7,140 714,000 October 2022 batch (100 miners) 6,510 651,000 November 2022 batch (100 miners) 5,810 581,000 December 2022 batch (100 miners) 5,810 (1) 581,000 Estimated total amount due 4,016,600 Less: Payments made 3,969,000 Estimated remaining amount due (2) $ 47,600 (1) Estimate based on the November 2022 market price. (2) Assuming no contract interpretation disputes are asserted by, and no liquidated damaged or penalties are assessed by, Bitmain. Note 5. Cryptocurrency The Company measures its operations by the number and U.S. Dollar (US$) value of the cryptocurrency rewards it earns from its cryptocurrency mining activities. The Company recognized an impairment, or write down, of cryptocurrency (Bitcoin) rewards to the lowest fair market value of Bitcoin from the time the reward was earned through September 30, 2022. The impairment amounted to $ 1,035 and $ 107,174 for the three and nine months ended September 30, 2022, respectively. On May 10, 2022 and June 25, 2022, the Company liquidated all of its then-current Bitcoin holdings. Approximately 19 Bitcoin were liquidated resulting in cash proceeds of $ 564,205 , and a realized loss of $ 131,075 . The following table presents additional information regarding our cryptocurrency mining operations: Schedule of Additional Information of Cryptocurrency Mining Operations Quantity of Bitcoin US$ Amounts Balance September 30, 2021 — $ — Revenue recognized from cryptocurrency mined 6.7 369,804 Mining pool operating fees ( 0.1 ) ( 7,398 ) Impairment of cryptocurrencies (1) — ( 59,752 ) Balance December 31, 2021 6.6 $ 302,654 Revenue recognized from cryptocurrency mined 8.3 343,055 Mining pool operating fees ( 0.2 ) ( 6,868 ) Impairment of cryptocurrencies (1) — ( 106,105 ) Balance March 31, 2022 14.7 $ 532,736 Revenue recognized from cryptocurrency mined 4.6 166,592 Mining pool operating fees ( 0.1 ) ( 3,428 ) Proceeds from the sale of cryptocurrency ( 18.9 ) ( 564,205 ) Realized loss on the sale of cryptocurrency — ( 131,075 ) Impairment of cryptocurrencies (1) — ( 34 ) Balance June 30, 2022 (2) 0.3 $ 586 Balance 0.3 $ 586 Revenue recognized from cryptocurrency mined (2) 0.3 7,955 Mining pool operating fees — ( 156 ) Impairment of cryptocurrencies (1) — ( 1,035 ) Balance September 30, 2022 (2) 0.6 $ 7,350 Balance 0.6 $ 7,350 (1) The Company recognized an impairment, or write down, of cryptocurrency (Bitcoin) rewards to the lowest fair market value of Bitcoin from the time the reward was earned through the end of the reporting period. If the subsequent market price of Bitcoin increases, the asset balance will not be adjusted for the increase. (2) Since June 30, 2022 the Company is neither receiving meaningful cryptocurrency awards nor generating meaningful revenue from cryptocurrency mining. 17 Note 6. Property and Equipment Property and equipment, excluding those associated with discontinued operations, stated at cost, less accumulated depreciation and amortization, consisted of the following: Schedule of Property and Equipment September 30, 2022 December 31, 2021 Cryptocurrency miners $ 6,723,152 $ 1,784,062 Mobile data center 875,052 518,663 Computer equipment 12,771 12,771 Software — — Equipment — — Total 7,610,975 2,315,496 Less accumulated depreciation ( 582,696 ) ( 89,136 ) Net, Property and equipment $ 7,028,279 $ 2,226,360 Depreciation expense, excluding that associated with discontinued operations, for the nine months ended September 30, 2022 and 2021 amounted to $ 329,040 and $ 12,349 , respectively. No depreciation is recorded until the property or equipment is placed into service. All of our miners were manufactured by Bitmain, and incorporate application-specific integrated circuit (“ASIC”) chips specialized to solve blocks on the Bitcoin blockchains using the 256-bit secure hashing algorithm (“SHA-256”) in return for Bitcoin cryptocurrency rewards. As of September 30, 2022, we had 510 Bitmain S19J Pro miners with 51.0 Ph/s of hashing capacity and 270 Bitmain S19 miners with 24.3 Ph/s of hashing capacity, none of which were in service. Note 7. Investment On May 28, 2022, the Company entered into a Binding Memorandum of Understanding for a Proposed Transaction with Highwire to acquire certain energy assets including natural gas production opportunities in South Dakota, North Dakota, and Wyoming as well as an opportunity for fixed-price electricity generation in Wyoming. Under the terms of the agreement and subject to certain conditions, the Company has the following obligations to Highwire (i) $ 125,000 upon execution, (ii) $ 100,000 in common stock, (iii) $ 125,000 within 72 hours after Bitcoin mining operations commence, (iv) $ 110,000 to release Highwire from its bonding obligations, (v) an amount not to exceed $ 450,000 for the construction of a road on the South Dakota location, (vi) $ 20,000 for the installation of a mobile data center on the North Dakota property, (vii) the operating costs of each property, (viii) 15% of Bitcoin mining gross profit on the properties, and up to $400,000 if the Company elects to proceed with operations in Wyoming . As of September 30, 2022 the Company paid Highwire $ 125,000 upon execution and issued $ 100,000 worth of common stock, which amounted to 169,205 shares of common stock, both of which were classified as an investment asset. In addition, the Company paid Highwire $ 110,000 to release its bonding obligations, which is classified as a non-current asset. In mid-June 2022, the Company relocated 240 Bitmain S19J Pro miners with 24 Ph/s of hashing capacity from Louisiana to a facility operated by Highwire in Colorado. The Company’s miners have currently not been placed in operational service pending resolution of gas supply start-up issues at the Highwire site and other operational issues. As a result, since June 30, 2022 the Company is neither receiving meaningful cryptocurrency awards nor generating meaningful revenue from cryptocurrency mining. 18 Note 8. Amounts Due to Related Parties Amounts due to related parties as of September 30, 2022 consisted of the following: Schedule of Due to Related Parties Bristol Capital, LLC Bristol Investment Fund, Ltd. Barlock 2019 Fund, LP Total Accrued Interest and expenses $ 262,500 $ 1,748,780 $ 835,629 $ 2,846,909 Current secured convertible debenture — 2,496,850 — 2,496,850 Non-current secured convertible debenture — — 2,496,850 2,496,850 Total $ 262,500 $ 4,245,630 $ 3,32,479 $ 7,840,609 Amounts due to related parties as of December 31, 2021 consisted of the following: Bristol Capital, LLC Bristol Investment Fund, Ltd. Barlock 2019 Fund, LP Total Accrued Interest and expenses $ 93,750 $ 1,525,479 $ 612,329 $ 2,231,558 Current secured convertible debenture — 2,500,000 — 2,500,000 Non-current secured convertible debenture — — 2,500,000 2,500,000 Total $ 93,750 $ 4,025,479 $ 3,112,329 $ 7,231,558 As of September 30, 2022, the Convertible Debentures with an aggregate principal amount of $ 4,993,700 , comprised of a Convertible Debenture with a principal amount of $ 2,496,850 held by Bristol Investment Fund (the “Bristol Convertible Debenture”) and a Convertible Debenture with a principal amount of $ 2,496,850 held by Barlock 2019 Fund, LP (the “Barlock Convertible Debenture”), were convertible into an aggregate of 28,535,429 shares of common stock (exclusive of any accrued and unpaid interest), using a conversion price of $ 0.175 . Note 9. Related Party Transactions The Company has entered into transactions with the following related parties: Related Party: Bristol Capital, LLC Bristol Capital, LLC (“Bristol Capital”) is managed by Paul L. Kessler. 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. Consulting Agreement On December 29, 2016, the Company entered into a Consulting Services Agreement with Bristol Capital (the “Consulting Agreement”). Pursuant to the Consulting Agreement, Mr. Kessler agreed to serve as Executive Chairman of the Company. The initial term of the Consulting Agreement was from December 29, 2016 through March 28, 2017. The term of the Consulting Agreement will be automatically extended for additional terms of 90-day periods, unless either the Company or Bristol Capital 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. Upon the execution of the agreement the Company granted Bristol Capital options to purchase up to an aggregate of 30,000 shares of the Company’s common stock at an exercise price of $ 0.25 per share, as amended. During the term, the Company will pay Bristol Capital, as amended, a monthly fee $ 18,750 payable in cash or preferred stock, at the Company’s election. In addition, Bristol Capital may receive an annual bonus in an amount and under terms determined by the Compensation Committee of the Board of Directors of the Company (the “Board”) and approved by the Board in its sole and absolute discretion. The Company shall also, in association with the uplisting of the Company’s common stock to a national exchange, issue to Bristol Capital (i) shares of common stock equal to 5 % of the fully diluted shares of common stock of the Company, calculated with the inclusion of Bristol Capital’s equity stock holdings and shares issuable upon conversion of convertible instruments, preferred stock, options, and warrants; and (ii) a one-time non-accountable expense reimbursement of $ 200,000 . On November 22, 2018, the Company agreed to issue 202,022 shares of preferred stock for settlement of $ 496,875 due under the consulting agreement as of October 31, 2018. 19 On August 3, 2020, the Company cancelled the 202,022 shares of preferred stock previously determined to be issued, and issued 49,688 shares of Series A preferred stock for the settlement of the previous outstanding amount due. In addition, on August 3, 2020, the Company issued 38,438 shares of Series A preferred stock for the settlement of $ 384,375 due under the consulting agreement as of July 31, 2020. On March 1, 2021, the Company issued 22,500 shares of Series A preferred stock to Bristol Capital for the settlement of $ 225,000 due under the consulting agreement as of July 31, 2021. During the nine months ended September 30, 2022 and 2021, the Company incurred expenses of approximately $ 168,750 , for each period for consulting services provided by Bristol Capital. As of September 30, 2022 and December 31, 2021, the amount accrued to Bristol Capital for consulting services was $ 262,500 and $ 93,750 , respectively. Non-Accountable Expense Reimbursement On September 7, 2021, Bristol Capital received a one-time non-accountable expense reimbursement of $ 200,000 in consideration for significant efforts and diligence in negotiating and structuring investment transactions. Reimbursement of Legal Fees In January 2022, Bristol Capital was reimbursed for $ 12,040 in legal fees. Related Party: Bristol Capital Advisors, LLC Bristol Capital Advisors, LLC (“Bristol Capital Advisors”) is managed by Paul L. Kessler. Operating Sublease On June 16, 2016, the Company entered into a Standard Multi-Tenant Sublease with Bristol Capital Advisors. 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, with monthly payments of approximately $ 8,000 . During the year ended December 31, 2021 and 2020, the Company paid lease obligations of $ 83,054 and $ 108,046 , respectively, under the Sublease. On September 30, 2021, the lease term ended, and the Company vacated the premises. Related Party: Bristol Investment Fund, Ltd. Bristol Investment Fund, Ltd. (“Bristol Investment Fund”) is managed by Bristol Capital Advisors, which in turn is managed by Paul L. Kessler. Securities Purchase Agreement – December 2016 On December 1, 2016, the Company entered into the Purchase Agreement with Bristol Investment Fund, pursuant to which the Company sold to Bristol Investment Fund, for a cash purchase price of $ 2,500,000 , securities comprising of: (i) the Bristol Convertible Debenture, (ii) Series A common stock purchase warrants, and (iii) Series B common stock purchase warrants. Pursuant to the Purchase Agreement, the Company paid $ 25,000 to Bristol Investment Fund and issued 25,000 shares of common stock with a grant date fair value of $ 85,000 to Bristol Investment Fund to cover 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 for legal fees. i) Secured Convertible Debenture On December 1, 2016, the Company issued the Bristol Convertible Debenture with an initial principal balance of $ 2,500,000 , and a maturity date of December 30, 2018 . The Bristol Convertible Debenture will accrue interest on the aggregate unconverted and then outstanding principal amount 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, 2017, (ii) on each date the purchaser converts, in whole or in part, the Bristol Convertible 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 secured convertible debenture (only as to that principal amount then being redeemed) and on the maturity date . Interest may be paid in cash, common stock, or a combination thereof at the sole discretion of the Company. 20 The Bristol Convertible Debenture is convertible into shares of the Company’s common stock at any time at the option of the holder. The initial conversion price was $ 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 Bristol Convertible Debenture contains anti-dilution provisions where, if the Company, at any time while the Bristol Convertible Debenture is outstanding, sells or grants any option to purchase, right to reprice, or otherwise dispose of or issue any common stock or common stock equivalents, at an effective price per share less that is lower than the conversion price then in effect, the conversion price shall be reduced to the lower effective price per share. On December 19, 2019, the maturity date of the Bristol Convertible Debenture was amended to December 30, 2021 . On May 1, 2020, the maturity date of the Bristol Convertible Debenture was amended to December 31, 2022. On August 3, 2020, as a result of the anti-dilution provisions, the effect of repricing stock options held by directors and employees to $ 0.25 decreased the conversion price to $ 0.25 . As of December 31, 2020, the Bristol Convertible Debenture held by Bristol Investment Fund was convertible into 10,000,000 shares of common stock. On October 31, 2021, in consideration for the release of senior security interest in certain of the assets, properties, and rights of discontinued operations that were sold during the year, the Bristol Convertible Debenture was amended to reduce the conversion price to $ 0.175 . During March 2022, Bristol Convertible Debenture principal in the amount of $ 3,150 was converted into 18,000 shares of common stock using a conversion price of $ 0.175 . As of September 30, 2022, the Bristol Convertible Debenture with a principal amount of $ 2,496,850 held by Bristol Investment Fund was convertible into 14,267,714 shares of common stock using a conversion price of $ 0.175 . As of September 30, 2022 and December 31, 2021, the amount of accrued interest payable to Bristol Investment Fund under the Bristol Convertible Debenture was $ 1,748,780 , and $ 1,525,479 , respectively. (ii) Series A Common Stock Purchase Warrants On December 1, 2016, the Company issued series A common stock purchase warrants to acquire up to 833,333 shares of common stock at exercise price of $ 3.00 , and expiring on December 1, 2021 . The warrants contain anti-dilution provisions where, if the Company, at any time while the warrant is outstanding, sells or grants any option to purchase, right to reprice, or otherwise dispose of or issue any common stock or common stock equivalents, at an effective price per share less than the exercise price then in effect, the exercise price shall be reduced, and the number of warrant shares shall be increased such that the aggregate exercise price payable hereunder, shall be equal to the aggregate exercise price prior to such adjustment. On December 19, 2019, as a result of the anti-dilution provisions, the issuance of the Barlock Convertible Debenture with a conversion price of $ 2.50 increased the number of shares of common stock issuable upon exercise of the series A common stock purchase warrants to 1,000,000 , and decreased the exercise price to $ 2.50 . On December 19, 2019, Bristol Investment Fund assigned 300,000 series A common stock purchase warrants to Barlock Capital Management, LLC, and the expiration date of the warrants was extended to December 1, 2024 . After the assignment, Bristol Investment Fund held series A common stock purchase warrants to acquire 700,000 shares of common stock at an exercise price to $ 2.50 . On August 3, 2020, as a result of the anti-dilution provisions, the effect of repricing stock options held by directors and employees to $ 0.25 increased the number of shares of common stock issuable upon exercise of the series A common stock purchase warrants to 7,000,000 , and decreased the exercise price to $ 0.25 . As of December 31, 2020, Bristol Investment Fund held series A common stock purchase warrants to acquire 7,000,000 shares of common stock at an exercise price to $ 0.25 . On October 31, 2021, as a result of the anti-dilution provisions, the effect of reducing the conversion price of the Convertible Debentures to $ 0.175 increased the common stock issuable upon the exercise of the series A common stock purchase warrants to 10,000,000 , and decreased the exercise price to $ 0.175 . 21 On September 9, 2022, Bristol Investment Fund assigned 20 % of its series A common stock purchase warrants shares to Leviston Resources, LLC. As of September 30, 2022, Bristol Investment Fund held series A common stock purchase warrants to acquire 10,000,000 shares of common stock at an exercise price of $ 0.175 . In addition, the warrants may be exercised, in whole or in part, at any time until they expire. If at any time after the 6-month anniversary of the closing date there is no effective registration statement, or no current prospectus available for the resale of the warrant shares, then the warrants may be exercised, in whole or in part, on a cashless basis at any time until they expire. (iii) Series B Common Stock Purchase Warrants On December 1, 2016, the Company issued series B common stock purchase warrants to acquire up to 833,333 shares of common stock at an initial exercise price of $ 0.002 , and expiring on December 1, 2021 . The series B common stock purchase warrants were exercised immediately on the issuance date, and the Company received gross proceeds of $ 1,667 . Upon issuance of the Bristol Convertible Debenture, 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. 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 on the consolidated statement of operations. There was unamortized debt discount of $ 0 as of September 30, 2022 and December 31, 2021. Related Party: Barlock 2019 Fund, LP Barlock 2019 Fund, LP (“Barlock”), is managed by Scott D. Kaufman, who has served as Chief Executive Officer of the Company from November 24, 2020, through May 11, 2022, and as co-Chief Executive Officer from May 12, 2022 through August 8, 2022, and a former Director from November 4, 2019, through August 8, 2022, and former Chairman of the Board of Directors from November 24, 2020, through December 1, 2021. Securities Purchase Agreement – December 2019 On December 19, 2019, the Company entered into the purchase agreement with Barlock, pursuant to which the Company sold to Barlock, for a cash purchase price of $ 2,500,000 , securities comprising of: (i) the Barlock Convertible Debenture, and (ii) Series A common stock purchase warrants assigned from Bristol Investment Fund. Pursuant to the purchase agreement, the Company paid $ 25,400 to Barlock for legal fees which was recorded as a debt discount. (i) Secured Convertible Debenture On December 19, 2019, the Company entered issued a Barlock Convertible Debenture with an initial principal balance of $ 2,500,000 , and a maturity date of December 30, 2021 . The Barlock Convertible Debenture will accrue interest on the aggregate unconverted and then outstanding principal amount 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 Barlock Convertible 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 Barlock Convertible Debenture (only as to that principal amount then being redeemed) and on the maturity date. Interest may be paid in cash, common stock, or a combination thereof at the sole discretion of the Company. The Barlock Convertible Debenture is convertible into shares of the Company’s common stock at any time at the option of the holder. The initial conversion price was $ 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. The Barlock Convertible Debenture contains anti-dilution provisions where, if the Company, at any time while the Barlock Convertible Debenture is outstanding, sells or grants any option to purchase, right to reprice, or otherwise dispose of or issue any common stock or common stock equivalents, at an effective price per share less that is lower than the conversion price then in effect, the conversion price shall be reduced to the lower effective price per share. 22 On August 3, 2020, as a result of the anti-dilution provisions, the effect of repricing stock options held by directors and employees to $ 0.25 decreased the conversion price to $ 0.25 . As of December 31, 2020, the Barlock Convertible Debenture held by Barlock was convertible into 10,000,000 shares of common stock. On October 31, 2021, in consideration for the release of senior security interest in certain of the assets, properties, and rights of discontinued operations that were sold during the year, the Barlock Convertible Debenture was amended to reduce the conversion price to $ 0.175 , and the maturity date was amended to December 31, 2023. During March 2022, the principal amount of $ 3,150 under the Barlock Convertible Debenture was converted into 18,000 shares of common stock at a conversion price of $ 0.175 . As of September 30, 2022, the Barlock Convertible Debenture with a principal amount of $ 2,496,850 held by Barlock was convertible into 14,267,714 shares of common stock at a conversion price of $ 0.175 . As of September 30, 2022 and December 31, 2021, the amount of accrued interest payable to Barlock under the Barlock Convertible Debenture was $ 835,629 , and $ 612,239 , respectively. 23 (ii) Series A Common Stock Purchase Warrants On December 19, 2019, Bristol Investment Fund assigned to Barlock Capital Management, LLC series A common stock purchase warrants to acquire up to 300,000 shares of common stock at exercise price of $ 2.50 , and expiring on December 1, 2024 . The warrants contain anti-dilution provisions where, if the Company, at any time while the warrant is outstanding, sells or grants any option to purchase, right to reprice, or otherwise dispose of or issue any common stock or common stock equivalents, at an effective price per share less than the exercise price then in effect, the exercise price shall be reduced, and the number of warrant shares shall be increased such that the aggregate exercise price payable hereunder, shall be equal to the aggregate exercise price prior to such adjustment. On August 3, 2020, as a result of the anti-dilution provisions, the effect of repricing stock options held by directors and employees to $ 0.25 increased the number of shares of common stock issuable upon exercise of the series A common stock purchase warrants to 3,000,000 , and decreased the exercise price to $ 0.25 . As of December 31, 2020, Barlock Capital Management, LLC held series A common stock purchase warrants to acquire 3,000,000 shares of common stock at an exercise price to $ 0.25 . On October 31, 2021, as a result of the anti-dilution provisions, the effect of reducing the conversion price of the secured convertible debenture to $ 0.175 increased the number of shares of common stock issuable upon exercise of the series A common stock purchase warrants to 4,285,714 , and decreased the exercise price to $ 0.175 . As of September 30, 2022, Barlock Capital Management, LLC held series A common stock purchase warrants to acquire 4,285,714 shares of common stock at an exercise price to $ 0.175 . In addition, the warrants may be exercised, in whole or in part, at any time until they expire. If at any time after the six-month anniversary of the closing date there is no effective registration statement, or no current prospectus available for the resale of the warrant shares, then the warrants may be exercised, in whole or in part, on a cashless basis at any time until they expire. Shares of common stock issuable upon exercise of warrants are subject to a 4.99% beneficial ownership limitation, which may increase to 9.99% upon notice to the Company. Upon issuance of the secured convertible debenture, 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. 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 on the consolidated statement of operations. There was unamortized debt discount of $ 0 , as of September 30, 2022 and December 31, 2021, respectively. Related Party: Barlock Capital Management, LLC Barlock Capital Management, LLC, is managed by Scott D. Kaufman, who served as Chief Executive Officer of the Company from November 24, 2020, through May 11, 2022, and as co-Chief Executive Officer from May 12, 2022 through August 8, 2022 , and a former Director from November 4, 2019, through August 8, 2022, and former Chairman of the Board of Directors from November 24, 2020, through December 1, 2021. From September 2021 through December 2021, the Company rented executive office space located at 2700 Homestead Road, Park City, UT 84098, for approximately $ 3,000 per month from Barlock Capital Management, LLC. The amount of rent paid to Barlock Capital Management, LLC for the nine months ended September 30, 2022 and 2021, amounted to $ 0 and $ 9,410 , respectively. In addition, the Company paid management fees to Barlock Capital Management, LLC in the amount of $ 0 and $ 81,000 , for the nine months ended September 30, 2022 and 2021, respectively. Related Party: American Natural Energy Corporation Scott D. Kaufman is a director and shareholder of American Natural Energy Corporation (“ANEC”). In addition, Richard G. Boyce is a former director of the Company who resigned from the Board on July 22, 2022, is also a director of ANEC. On October 22, 2021, the Company entered into an agreement with ANEC, where ANEC would: (i) allow the Company to moor a barge on the ANEC operations site with the Company’s mobile data center that houses cryptocurrency miners and a mobile turbine, and, (ii) supply natural gas to power a mobile turbine that produces electricity that, in turn, is used to power the miners. ANEC charges the Company for the amount of natural gas used based on the daily spot price of an unaffiliated third party, and a daily fee of $ 1,500 during the initial 90-day term, and $ 2,000 thereafter, for the use of their operations site to moor the barge. The agreement terminated on May 24, 2022. The total amount paid to ANEC under the agreement for the nine months ended September 30, 2022 amounted to approximately $ 400,000 . 24 In addition, in January 2022, the Company began renting executive office space located at 2700 Homestead Road, Park City, UT 84098, for approximately $ 3,000 per month from ANEC. The amount of rent paid to ANEC for the nine months ended September 30, 2022 amounted to approximately $ 19,000 . Related Party: Scott D. Kaufman, former Chief Executive Officer On September 7, 2021, Scott D. Kaufman received a one-time non-accountable expense reimbursement of $ 200,000 in consideration for significant efforts and diligence in negotiating and structuring investment transactions. Related Party: K2PC Consulting, LLC K2PC Consulting, LLC is managed by the spouse of Scott D. Kaufman. The company paid marketing fees to K2PC Consulting, LLC in the amount of $ 7,850 and $ 24,500 , for the nine months ended September 30, 2022 and 2021, respectively. Related Party: John D. Maatta, Director and Chief Executive Officer John D. Maatta is a current director, and served as Chief Executive Officer of the Company until November 24, 2020, as co-Chief Executive Officer from May 12, 2022 through July 8, 2022, and again as Chief Executive Officer beginning on July 9, 2022. On November 22, 2018, the Company agreed to issue 86,466 shares of preferred stock for settlement of the outstanding compensation due to Mr. Maatta of $ 212,707 , for the period June 17, 2017 through November 15, 2018. On August 3, 2020, the Company cancelled the 86,466 shares of preferred stock previously determined to be issued, and issued 21,271 shares of Series A preferred stock for the settlement of the previous outstanding amount due. In addition, on August 3, 2020, the Company issued 29,496 shares of Series A preferred stock for the settlement of $ 294,965 in additional outstanding compensation due to Mr. Maatta, and 35,100 shares of Series A preferred stock for the settlement of $ 351,000 in loans to the Company made by Mr. Matta. The non-interest-bearing loans were made as follows: during the year ended December 31, 2019, Mr. Maatta loaned $ 100,000 to the Company, during the year ended December 31, 2020, Mr. Matta loaned an additional $ 125,000 to the Company, and paid for other amounts on behalf of the Company amounting to $ 126,000 . The outstanding balance of the loan payable to Mr. Maatta as of December 31, 2021 and 2020, was $ 0 , for both periods. On March 1, 2021, 8,500 shares of Series A preferred stock were issued to Mr. Maatta in satisfaction of an aggregate of $ 85,546 due to Mr. Maatta under his separation agreement. Related Party: CONtv CONtv is a joint venture with third parties and Bristol Capital, LLC. The Company holds a limited and passive interest of 10 % in CONtv. As of September 30, 2022 and December 31, 2021, the investment in CONtv and the amount due to CONtv was $ 0 , for both periods. Note 10. Convertible Notes Payable Creecal Holdings LLC (Assigned from Leviston Resources LLC) In connection with a loan in the principal amount of $ 500,000 received on May 18, 2022 pursuant to an oral agreement between the Company’s then-CEO and Leviston Resources LLC (“Leviston”) on September 9, 2022 the Company documented such loan with the issuance of a convertible note assigned to Creecal Holdings LLC, dated as of September 8, 2022 in the principal amount of $ 500,000 (the “Creecal Note”) . The Creecal Note is due on March 8, 2023 and shall accrue interest at 4 % per annum. Any principal or interest which is not paid when due shall bear interest at the rate of 22 % per annum from the due date thereof until the same is paid. The Creecal Note is convertible at the holder’s option at the conversion price of the Company’s Series C preferred stock then in effect (the “Creecal Note Conversion Price”), provided that so long as an event of default has not occurred under the Note and the Company’s Series B preferred stock remains outstanding, the Creecal Note Conversion Price shall not be lower than the conversion price of the Series B preferred stock. Unless the holder opts to convert the Creecal Note contemporaneously with the Merger , the Creecal Note will be immediately due and paid at the closing of the Merger. In the event the Merger is abandoned or cancelled the Creecal Note will be due 30 days after such event. 25 Alpha Capital Anstalt On August 24, 2022, the Company entered into an Agreement (the “Settlement”) with Alpha Capital Anstalt (“Alpha”). The Settlement relates to a dispute with the Company’s then-CEO in connection with Alpha’s partial exercise on March 20, 2022 of warrants to purchase 600,000 shares of the Company’s common stock, par value $ 0.0001 (the “Warrant Shares”), at an aggregate conversion price of $ 900,000 . Pursuant to the Settlement, Alpha agreed to exchange the 600,000 Warrant Shares for a convertible promissory note in the principal amount of $ 900,000 due August 31, 2023 (the “Alpha Note”). Upon the occurrence and during the continuation of any event of default under the Alpha Note, interest shall accrue at a default interest rate of 22 % per annum. As of September 30, 2022 Alpha had returned 579,301 shares of common stock in connection with the Settlement, and the remaining 20,699 shares were returned on October 25, 2022. The Alpha Note is convertible at Alpha’s option at the conversion price of the Company’s Series C preferred stock then in effect (the “Alpha Note Conversion Price”). Upon notice that the Merger is imminent, Alpha will convert the Alpha Note at a 10% discount of the amounts owed thereunder into shares of common stock at the lower of: (i) the Alpha Note Conversion Price; or (ii) the lowest per share valuation attributed to the common stock in the Merger and any capital raise completed by the Company in connection with the Merger. Note 11. SBA/PPP Notes Payable Small Business Administration Paycheck Protection Program Loans On March 27, 2020 the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted and included a provision for the Small Business Administration (“SBA”) to implement its Paycheck Protection Program (“PPP”). The PPP provides small businesses with funds to pay payroll costs, including some benefits over a covered period of up to 24 weeks. Funds received under the PPP may also be used to pay interest on mortgages, rent, and utilities. Subject to certain criteria being met, all or a portion of the loan may be forgiven. The loans bear interest at an annual rate of one percent ( 1 %), are due two (2) years from the date of issuance, and all payments are deferred for the first six (6) months of the loan. Any unforgiven balance of loan principal and accrued interest at the end of the six (6) month loan deferral period is amortized in equal monthly installments over the remaining 18-months of the loan term. SBA Guaranteed PPP Loan On April 30, 2020, the Company entered into an SBA guaranteed PPP loan. The Company received aggregate proceeds of $ 197,600 under the loan. The loan accrues interest at a rate of 1.00 %. On December 11, 2021, the SBA forgave $ 183,567 of loan principal. As of September 30, 2022 and December 31, 2021, the outstanding balance under the loan was $ 0 and $ 14,033 , respectively. SBA Loan On May 31, 2020, the Company entered into a loan agreement with the SBA. The Company received aggregate proceeds of $ 149,900 under the loan. The loan accrues interest at a rate of 3.75 %, and will mature in June 2050. As of September 30, 2022 and December 31, 2021, the outstanding balance under the loan was $ 149,900 , for both periods. Second Draw SBA Guaranteed PPP Loan On February 24, 2021, the Company entered into a Second Draw SBA guaranteed PPP loan. The Company received aggregate proceeds of $ 197,662 under the loan. The loan accrues interest at a rate of 1.00 %, and will mature in February 2026 . On March 10, 2022, the SBA forgave $ 197,662 of loan principal. As of September 30, 2022 and December 31, 2021, the outstanding balance under the loan was $ 0 and $ 197,662 , respectively. 26 The following table summarizes PPP/SBA loans payable: Schedule of Loans Payable As of September 30, 2022 December 31, 2021 SBA Guaranteed PPP Loan $ — $ 14,033 SBA Loan 149,900 149,900 Second Draw SBA Guaranteed PPP Loan — 197,662 Total $ 149,900 $ 361,595 Note 12. Contingencies and Commitments COVID-19 The Company is subject to risks and uncertainties as a result of the COVID-19 pandemic. The extent of the impact of the COVID-19 pandemic on the Company’s business is highly uncertain and difficult to predict, as the responses that the Company, other businesses and governments are taking continue to evolve. Furthermore, capital markets and economies worldwide have also been negatively impacted by the COVID-19 pandemic, and it is possible that it could cause a local and/or global economic recession. Policymakers around the globe have responded with fiscal policy actions to support the healthcare industry and economy as a whole. The magnitude and overall effectiveness of these actions remain uncertain. The severity of the impact of the COVID-19 pandemic on the Company’s business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and the extent and severity of the impact on the Company’s customers, service providers and suppliers, all of which are uncertain and cannot be predicted. As of the date of issuance of Company’s financial statements, the extent to which the COVID-19 pandemic may in the future materially impact the Company’s financial condition, liquidity or results of operations is uncertain. Russia – Ukraine Conflict The Russia – Ukraine conflict is a global concern. The Company does not have any direct exposure to Russia or Ukraine through its operations, employee base, investments or sanctions. The Company does not receive goods or services sourced from those countries, does not anticipate any disruption in its supply chain and has no business relationships, connections to or assets in Russia, Belarus or Ukraine. No impairments to assets have been made due to the conflict. We are unable at this time to know the full ramifications of the Russia – Ukraine conflict and its effects on our business. Note 13. Common Stock Options 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 September 30, 2022, there were 10,000,000 shares available for grant under the 2021 Plan, and no shares were available for grant under the 2020 Plan, 2016 Plan, or 2011 Plan. On August 21, 2020 the Board approved the repricing of the exercise price of outstanding stock options that had been issued to directors and employees to $ 0.25 per share. Stock-based compensation cost is measured at the grant date, based on the fair value of the awards that are ultimately expected to vest, and recognized on a straight-line basis over the requisite service period, which is generally the vesting period. 27 The following table summarizes stock option activity during the three months ended September 30, 2022: Schedule of Stock Option Activity Weighted Average Exercise Options Price Outstanding at December 31, 2021 7,651,750 $ 2.45 Granted — — Exercised ( 217,500 ) 0.42 Forfeited/Cancelled ( 7,175,000 ) 2.59 Outstanding at September 30, 2022 259,250 $ 0.25 Exercisable at December 31, 2021 4,151,750 $ 2.28 Exercisable at September 30, 2022 259,250 $ 0.25 The weighted average remaining contractual life of all options outstanding as of September 30, 2022 was 2.6 years. The weighted average remaining contractual life for options vested and exercisable at September 30, 2022 was 2.6 years. Furthermore, the aggregate intrinsic value of options outstanding as of September 30, 2022 was $ 0 , based on the fair value of the Company’s common stock on September 30, 2022. During the three months ended March 31, 2022, the Company issued 185,216 net shares of common stock upon the cashless exercise of options underlying 217,500 shares of common stock. During the three months ended September 30, 2022, option holders cancelled options to purchase 7,175,000 shares of common stock. Additional information regarding stock options outstanding and exercisable as of September 30, 2022 is as follows: Schedule of Stock Option Outstanding and Exercisable Option Remaining Exercise Options Contractual Options Price Outstanding Life (in years) Exercisable $ 0.25 259,250 2.6 259,250 Note 14. Common Stock Warrants On January 1, 2022, the Company granted warrants to purchase shares of the Company’s common stock to a consultant in connection with the issuance of Series C preferred stock as follows: a warrant to purchase 400,000 shares with an exercise price of $ 1.50 per share, and a term of 5 years; a warrant to purchase 250,000 shares with an exercise price of $ 2.50 per share, and term of 5 years; and a warrant to purchase 250,000 shares with an exercise price of $ 2.75 per share, and term of 5 years. 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 Series C preferred stock to $ 1.50 per common share and resetting the exercise price of all outstanding warrants to $ 1.50 per common share in instances where those conversion and exercise prices are above $ 1.50 . In late-August and early-September 2022, the Company and holders of Series B and Series C preferred stock entered into Support Agreements (the “Support Agreements”) relating to the Merger. Pursuant to the Support Agreements, the holders of Series B and Series C preferred stock agreed to use its reasonable best efforts to cooperate with the Company in connection with the Merger. The Support Agreement amends the exercise price of all outstanding warrants held by Series B and Series C Preferred Stockholders to $ 0.50 per common share . On March 30, 2022, warrants to purchase 600,000 shares of the Company’s common stock were exercised by one warrant holder resulting in $ 900,000 in cash proceeds being received by the Company. The Company issued replacement warrants to purchase 600,000 shares of the Company’s common stock to such warrant holder. During the three months ended September 30, 2022, warrants to purchase 166,660 shares of the Company’s common stock were exercised by two warrant holders resulting in $ 83,330 in cash proceeds being received by the Company, in addition, warrants holders cancelled warrants to purchase 1,210,000 shares of common stock. 28 The following table summarizes common stock warrant activity during the nine months ended September 30, 2022: Schedule of Stock Warrants Activity Common Stock Warrants Weighted Average Exercise Price Outstanding at December 31, 2021 22,460,926 $ 0.82 Granted 1,500,000 1.88 Exercised ( 766,660 ) 1.28 Forfeited/Cancelled ( 1,210,000 ) 1.50 Outstanding at September 30, 2022 21,984,266 $ 0.37 (1) Exercisable at December 31, 2021 21,690,926 $ 0.80 Exercisable at September 30, 2022 21,984,266 $ 0.37 (1) 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 Series C preferred stock to $ 1.50 per common share and resetting the exercise price of all outstanding warrants to $ 1.50 per common share in instances where those conversion and exercise prices are above $ 1.50 . Additionally, i n late-August and early-September 2022, the Company and holders of Series B and Series C preferred stock entered into the Support Agreements. Pursuant to the Support Agreements, the holders of Series B and Series C preferred stock agreed to use its reasonable best efforts to cooperate with the Company in connection with the Merger. The Support Agreements amend the exercise price of all outstanding warrants held by Series B and Series C Preferred Stockholders to $ 0.50 per common share. The following table presents the assumptions used to estimate the fair values based upon a Black-Scholes calculation for the common stock warrants granted during the nine months ended September 30, 2022: Schedule of Assumptions Used to Estimate Fair Value of Warrants Assumptions Expected dividend yield 0 % Risk-free interest rate 2.09 % Expected life (in years) 3 Expected volatility 297 % The weighted average remaining contractual life of all common stock warrants outstanding as of September 30, 2022 was 2.8 years. Furthermore, the aggregate intrinsic value of common stock warrants outstanding as of September 30, 2022 was $ 500,000 based on the fair value of the Company’s common stock on September 30, 2022. 29 Additional information regarding common stock warrants outstanding and exercisable as of September 30, 2022 is as follows: Schedule of Stock Warrants Outstanding and Exercisable Warrant Remaining Exercise Warrants Contractual Warrants Price Outstanding Life (in years) Exercisable $ 0.175 14,285,714 2.2 14,285,714 0.50 6,318,552 4.1 6,318,552 1.00 300,000 1.5 300,000 1.50 400,000 4.3 400,000 1.53 180,000 2.0 180,000 2.50 250,000 4.3 250,000 2.75 250,000 4.3 250,000 Total 21,948,266 21,948,266 Note 15. Series B Preferred Stock Warrants From March 2021 through December 2021, in connection with the issuance of Series B preferred stock, the Company issued (i) a warrant to acquire 5,000 shares of the Series B preferred stock at an exercise price of $ 1,000 per share of Series B preferred stock, which became exercisable immediately upon issuance and which expires on March 26, 2023 ; and (ii) a warrant to acquire 5,000 shares of the Series B preferred stock at an exercise price of $ 1,000 per share of Series B preferred stock, which became exercisable immediately upon issuance and which expires on March 26, 2024 . If at any time after the 60-day anniversary of the closing date there is no effective registration statement, or no current prospectus available for the resale of the warrant shares, then the warrants may be exercised, in whole or in part, on a cashless basis at any time until they expire. The Company can force the exercise of the warrants if the VWAP exceeds $3.75 per share per share for 20 consecutive trading days and the daily average trading volume of the common stock exceeds $100,000 in aggregate value for such period. The warrant holder may not be forced to exercise the warrant if such exercise would cause the holder’s beneficial ownership to exceed 4.9%. The Series B preferred stock issuable upon exercise of the Series B preferred stock warrants are automatically convertible into shares of common stock at the Series B conversion price. Each share of our Series B preferred stock is convertible into a number of shares of our common stock determined by dividing the aggregate stated value for the Series B preferred stock being converted ($1,080 per share, as amended, subject to adjustment as set forth in the currently effective Series B Certificate of Designation) by the then-applicable conversion price (initially $1.50 per share), subject to adjustment as set forth in the currently effective Series B Certificate of Designation. In late-August and early-September 2022, the Company and holders of Series B and Series C preferred stock entered into the Support Agreements. Pursuant to the Support Agreements, the holders of Series B and Series C preferred stock agreed to use its reasonable best efforts to cooperate with the Company in connection with the Merger. The Support Agreements amend the exercise price of all outstanding warrants held by Series B and Series C Preferred Stockholders to $ 0.50 per common share. As of September 30, 2022, in connection with the issuance of Series B preferred stock, there were outstanding warrants to acquire 10,000 shares of Series B preferred stock at an exercise price of $ 1,000 , resulting in Series B preferred stock with a stated value of $ 10,800,000 , and convertible into 21,600,000 shares of common stock, using a conversion price of $ 0.50 . The following table summarizes Series B preferred stock warrant activity during the nine months ended September 30, 2022: Schedule of Stock Warrants Activity Series B Preferred Stock Warrants Weighted Average Exercise Price Outstanding at December 31, 2021 10,000 $ 1,000 Granted — — Exercised — — Forfeited/Cancelled — — Outstanding at September 30, 2022 10,000 $ 1,000 Exercisable at September 30, 2022 10,000 $ 1,000 The weighted average remaining contractual life of all Series B preferred stock warrants outstanding as of September 30, 2022 was 1 year. 30 Note 16. Common Stock Holders of our common stock are entitled to one vote per share. Our Certificate of Incorporation does not provide for cumulative voting. Holders of our common stock are entitled to receive ratably such dividends, if any, as may be declared by our Board out of legally available funds. However, the current policy of our Board is to retain earnings, if any, for our operations and expansion. Upon liquidation, dissolution or winding-up, the holders of our common stock are entitled to share ratably in all of our assets which are legally available for distribution, after payment of or provision for all liabilities. The holders of our common stock have no preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of our common stock are subject to and may be adversely affected by the rights of the holders of shares of any series of preferred stock that we may designate and issue. We implemented a 1-for-20 reverse stock split of our outstanding shares of common stock that was effective on January 23, 2020. Unless otherwise noted, all share and related option, warrant, and convertible security information presented has been retroactively adjusted to reflect the reduced number of shares, and the increase in the share price which resulted from this action. From August 2021 through October 2021, we consummated the transactions contemplated by the securities purchase agreement with the investors party thereto, pursuant to which, we generated net cash proceeds of $ 3,925,050 , and issued in a private placement: (i) 2,933,340 shares of common stock for $ 1.50 per share and (ii) warrants to acquire 2,933,340 shares of common stock at an exercise price of $ 1.50 per share, which became exercisable immediately upon issuance and with a term of 5 years. The issuance generated net cash proceeds of approximately $ 3.9 million. On January 25, 2022, the Company granted an officer 30,000 shares of common stock as compensation under his employment agreement for services provided through December 31, 2021. On May 31, 2022, the Company issued 169,205 shares of common stock to Highwire under the terms of the Binding Memorandum of Understanding for a Proposed Transaction. On August 24, 2022, the Company entered into the Settlement with Alpha. The Settlement relates to a dispute with the Company’s then-CEO in connection with Alpha’s partial exercise on March 20, 2022 of the Warrant Shares. Pursuant to the Settlement, Alpha agreed to exchange the Warrant Shares for the Alpha Note. As of September 30, 2022 Alpha had returned 579,301 shares of common stock in connection with the Settlement, and the remaining 20,699 shares were returned on October 25, 2022. Note 17. Preferred Stock Under the terms of the Certificate of Incorporation, our Board is expressly granted authority to authorize the issuance from time to time of shares of preferred stock in one or more series, for such consideration and for such corporate purposes as our Board may from time to time determines, and by filing a certificate pursuant to applicable law of the State of Delaware to establish from time to time for each such series the number of shares to be included in each such series and to fix the designations, powers, rights and preferences of the shares of each such series, and the qualifications, limitations and restrictions thereof to the fullest extent permitted by the Certificate of Incorporation and the laws of the State of Delaware, including, without limitation, voting rights (if any), dividend rights, dissolution rights, conversion rights, exchange rights and redemption rights thereof. Series A Preferred Stock Holders of our Series A preferred stock are entitled to the number of votes per share equal to 2,000 shares of common stock. Holders of our Series A preferred stock are entitled to receive a cumulative dividend on each share of Series A preferred stock issued and outstanding at the rate of twelve percent ( 12 %) per annum on the Aggregate Stated Value (as defined in the Certificate of Designation and Restatement of Rights, Preferences and restrictions of Series A preferred stock, the “Series A Certificate of Designation”) then in effect, payable quarterly on January 1, April 1, July 1 and October 1. Such dividend is payable in cash but may be paid in shares of common stock in our sole discretion if the shares of common stock are listed on a national securities exchange. In the event of any liquidation, dissolution or winding up of our company, whether voluntary or involuntary, holders of our Series A preferred stock are entitled to receive, prior and in preference to any distribution of any of our assets to the holders of common stock by reason of their ownership thereof, for each share held, an amount equal to the Stated Value (as defined in the Series A Certificate of Designation), plus unpaid dividends, if any. The Series A preferred stock is convertible, at the option of the holder thereof, into such number of fully paid and nonassessable shares of common stock as is determined by dividing the Aggregate Stated Value (initially $ 10.00 per share, subject to adjustment as set forth in the currently effective Series A Certificate of Designation) by the Conversion Price (as defined in the Series A Certificate of Designation), in effect on the date the certificate is surrendered for conversion, initially set at $ 0.25 . Each share of Series A preferred stock is redeemable at the option of the holder for the payment of cash by us to the holder equal to the Aggregate Stated Value of the shares that the holder elects to redeem. The Series A preferred stock is entitled to certain protective provisions and we may not take certain actions without the written consent of at least a majority of the Series A preferred stock, including, without limitation, amend, alter or repeal any provision of the Series A Certificate of Designation to change the rights of the Series A preferred stock, create or authorize additional class or series of stock senior to the Series A preferred stock or create, authorize the creation of, issue or authorize the issuance of, any debt security which is convertible into or exchangeable for any equity security, if such equity security ranks senior to the Series A preferred stock as to dividends or liquidation rights. 31 On January 1, 2022, the Company granted an officer 7,722 shares Series A preferred stock for settlement of $ 77,216 in compensation under his employment agreement for services provided through March 31, 2022. On March 31, 2022, we issued 3,409 shares of our Series A preferred stock to Scott D. Kaufman, our former co-Chief Executive Officer, for settlement of $ 34,090 of compensation payable to Mr. Kaufman under his employment agreement from January 1, 2022 through March 31, 2022. In addition, on March 31, 2022 we issued 4,941 shares of our Series A preferred stock to Paul L. Kessler, our Executive Chairman, for settlement of $ 49,410 of compensation payable to Mr. Kessler under his employment agreement from January 1, 2022 through March 31, 2022. On June 30, 2022, we issued 5,361 shares of our Series A preferred stock to Scott D. Kaufman, our former co-Chief Executive Officer, for settlement of $ 53,610 of compensation payable to Mr. Kaufman under his employment agreement from April 1, 2022 through June 30, 2022. In addition, on June 30, 2022 we issued 4,941 shares of our Series A preferred stock to Paul L. Kessler, our Executive Chairman, for settlement of $ 49,410 of compensation payable to Mr. Kessler under his employment agreement from April 1, 2022 through June 30, 2022. On September 30, 2022, we issued: 902 shares of our Series A preferred stock to Scott D. Kaufman, our former co-Chief Executive Officer, for settlement of $ 9,020 of compensation payable to Mr. Kaufman under his employment agreement from July 1, 2022 through July 8, 2022; 2,958 shares of our Series A preferred stock to Paul L. Kessler, our Executive Chairman, for settlement of $ 29,580 of compensation payable to Mr. Kessler under his employment agreement from July 1, 2022 through September 30, 2022; 8,333 shares of our Series A preferred stock to John D. Maatta, our Chief Executive Officer, for settlement of $ 83,333 of compensation payable to Mr. Maatta under his employment agreement from May 1, 2022 through September 30, 2022; and 3,426 shares of our Series A preferred stock to Scott Sheikh, our Chief Operating Officer and General Counsel, for settlement of $ 34,260 of compensation payable to Mr. Sheikh under his employment agreement from July 16, 2022 through September 30, 2022. During the nine months ended September 30, 2022, 23,423 shares of Series A preferred stock were converted into 1,338,456 shares of common stock. As of September 30, 2022, there were 242,534 shares of Series A preferred stock outstanding resulting in Series A preferred stock with a stated value of $ 2,425,340 and convertible into 13,859,086 shares of common stock, using a conversion price of $ 0.175 . Series B Preferred Stock Holders of our Series B preferred stock have no voting rights. Holders of our Series B preferred stock are entitled to receive a cumulative dividend on each share of Series B preferred stock issued and outstanding at the rate of five percent ( 5 %) per annum, in cash or at the holder’s option, in fully paid and non-assessable shares of Series B preferred stock, at the Dividend Conversion Rate (as defined in the Series B Certificate of Designation). Such dividends are payable quarterly on January 1, April 1, July 1 and October 1. In the event of any liquidation, dissolution or winding up of our company, whether voluntary or involuntary, holders of our Series B preferred stock are entitled to receive, prior and in preference to any distribution of any of our assets to the holders of Common Stock and Common Stock Equivalents (as defined in the Series B Certificate of Designation, and which includes the Series A preferred stock and the Series C preferred stock) by reason of their ownership thereof, for each share held an amount equal to the Stated Value (as defined in the Series B Certificate of Designation), plus unpaid dividends or liquidated damages, if any. The Series B preferred stock is convertible, at the option of the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Stated Value, currently $ 1,080 as amended, by the Series B Conversion Price, subject to a minimum of $ 1.00 , but not to exceed $ 1.50 , subject to further adjustment in the event that the Company, subject to certain exemptions, disposes of or issues any Common Stock or securities convertible into, exercisable, or exchangeable for Common Stock for no consideration or for consideration less than the applicable Series B Conversion Price in effect immediately prior to such issuance. We are entitled to redeem some or all of the outstanding shares of Series B preferred stock for cash in an amount equal to the Optional Redemption Amount (as defined in the Series B Certificate of Designation). The Series B preferred stock is entitled to certain protective provisions and we may not take certain actions without the written consent of at least fifty one percent ( 51 %) in Stated Value of the outstanding shares of the Series B preferred stock, including, without limitation, amend, alter or repeal any provision of the Series B Certificate of Incorporation or the Bylaws that materially and adversely affects the rights of the Series B preferred stock, pay cash dividends or distributions on Junior Securities (as defined in the Series B Certificate of Designation), or repay, repurchase or offer to repay, or otherwise acquire more than a de minimis number of shares of Common Stock, Common Stock Equivalents (as defined in the Series B Certificate of Designation) or Junior Securities. Shares of common stock issuable upon the conversion of Series B preferred stock are subject to a 9.99 % beneficial ownership limitation. 32 From March 2021 through December 2021, we consummated the transactions contemplated by the securities purchase agreement with Leviston Resources LLC, pursuant to which, we generated net cash proceeds of $ 4,378,995 , and issued in a private placement: (i) 5,000 shares of Series B preferred stock, convertible by dividing the stated value, currently $ 1,080 , as amended, by the Series B conversion price; and (ii) a warrant to acquire 5,000 shares of the Series B preferred stock at an exercise price of $ 1,000 per share of Series B preferred stock, which became exercisable immediately upon issuance and which expires on March 26, 2023 ; and (iii) a warrant to acquire 5,000 shares of the Series B preferred stock at an exercise price of $ 1,000 per share of Series B preferred stock, which became exercisable immediately upon issuance and which expires on March 26, 2024 . The Series B preferred stock issuable upon exercise of the Series B preferred stock warrants are automatically convertible into shares of common stock at the Series B conversion price. During the nine months ended September 30, 2022, 2,472 shares of Series B preferred stock had been converted into 1,962,448 shares of common stock. In late-August and early-September 2022, the Company and holders of Series B and Series C preferred stock entered into Support Agreements. Pursuant to the Support Agreements, the holders of Series B and Series C preferred stock agreed to use its reasonable best efforts to cooperate with the Company in connection with the Merger. The Support Agreements amend the conversion price of the Series B and Series C preferred stock to $ 0.50 , amends the exercise price of all outstanding warrants held by Series B and Series C preferred stockholders to $ 0.50 per common share, and provides for the conversion of the Series B and Series C preferred stock into shares of the Company’s common stock immediately prior to the closing of the Merger. As of September 30, 2022, there were 1,420 shares of Series B preferred stock outstanding resulting in Series B preferred stock with a stated value of $ 1,533,060 , and convertible into 3,066,120 shares of common stock, using a conversion price of $ 0.50 . Series C Preferred Stock Holders of our Series C preferred stock have no voting rights. Holders of our Series C preferred stock are entitled to receive dividends on Series C preferred stock equal (on an as-if-converted-to-Common-Stock basis) to any dividends paid on common stock. In the event of any liquidation, dissolution or winding up of our company, whether voluntary or involuntary, holders of our Series C preferred stock are entitled to receive, prior and in preference to any distribution of any of our assets to the holders of common stock and common stock Equivalents (as defined in the Certificate of Designation) by reason of their ownership thereof, for each share held an amount equal to the Stated Value (as defined in the Certificate of Designation), plus fees, if any. The Series C preferred stock is convertible, at the option of the holder thereof, into such number of fully paid and nonassessable shares of common stock as is determined by dividing the Stated Value, currently $1,111, by the Series C Conversion Price, subject to further adjustment in the event that the Company, subject to certain exemptions, disposes of or issues any common stock or securities convertible into, exercisable, or exchangeable for Common Stock for no consideration or for consideration less than the applicable Series C Conversion Price in effect immediately prior to such issuance. We are entitled to redeem some or all of the outstanding shares of Series C preferred stock for cash in an amount equal to the Optional Redemption Amount (as defined in the Certificate of Designation). The Series C preferred stock is entitled to certain protective provisions and, without the written consent of at least 50.1% in Stated Value of the outstanding shares of the Series C preferred stock, we may not (or permit any of our subsidiaries to) enter into, create, incur, assume, guarantee or suffer to exist any indebtedness, other than Permitted Indebtedness (as defined in the Certificate of Designation). Shares of common stock issuable upon the conversion of Series C preferred stock are subject to a 4.99% beneficial ownership limitation, which may increase to 9.99% upon notice to the Company . During December 2021, we consummated the transactions contemplated by the securities purchase agreement with the investors party thereto, pursuant to which we generated net cash proceeds of $ 7,733,601 , and issued in a private placement: (i) 7,880 shares of Series C preferred stock, convertible by dividing the stated value, currently $ 1,111 , by the Series C Conversion Price; and (ii) warrants to acquire 1,750,936 shares of Common Stock at an exercise price of $ 2.50 per share, which became exercisable immediately upon issuance and with a term of 5 years; and (iii) warrants to acquire 1,750,936 shares of Common Stock at an exercise price of $ 2.75 per share, which became exercisable immediately upon issuance and with a term of 5 years. 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 Series C preferred stock to $ 1.50 per common share and resetting the exercise price of all outstanding warrants to $ 1.50 per common share in instances where those conversion and exercise prices are above $ 1.50 . On July 7, 2022, 250 shares of Series C preferred stock were converted into 185,167 shares of common stock. In late-August and early-September 2022, the Company and holders of Series B and Series C preferred stock entered into Support Agreements. Pursuant to the Support Agreements, the holders of Series B and Series C preferred stock agreed to use its reasonable best efforts to cooperate with the Company in connection with the Merger. The Support Agreements amend the conversion price of the Series B and Series C preferred stock to $ 0.50 , amends the exercise price of all outstanding warrants held by Series B and Series C preferred stockholders to $ 0.50 per common share, and provides for the conversion of the Series B and Series C preferred stock into shares of the Company’s common stock immediately prior to the closing of the Merger. As of September 30, 2022, there were 7,630 shares of Series C preferred stock outstanding resulting in Series C preferred stock with a stated value of $ 8,476,930 , and convertible into 28,535,429 shares of common stock, using a conversion price of $ 0.50 . Note 18. Discontinued Operations Prior to cryptocurrency mining operations that began in October 2021, the Company produced live and virtual pop culture conventions and events and sold a gelatin machine and related consumables that were discontinued in 2021. In addition, the Company operated an eCommerce site selling pop culture memorabilia that was discontinued on June 30, 2022 (known collectively as “legacy operations”). On August 6, 2021, the Company entered into the Informa Agreement. Pursuant to the Informa Agreement, Creek Road Miners Corp. (fka Kick the Can Corp.) sold, transferred, and assigned certain assets, properties, and rights to Informa related to the business of operating and producing live pop culture events. The Company released deferred revenue and other liabilities totaling $ 722,429 and recorded a gain from sale of discontinued operations of this amount. 33 On September 15, 2021, the Company sold our wholly owned subsidiary which contained our Jevo assets and all rights to our Jevo operations for $ 1,500,000 and recognized a gain from sale of discontinued operations on the transaction of approximately $ 1,130,740 . The gain from sale of discontinued operations consists of the following: Schedule of Gain from Sale of Discontinue Operation Description Amount Net cash paid on the closing date $ 1,500,000 Less: Current assets 36,060 Inventory 193,300 Fixed assets, net 16,700 Intangible assets, net 123,200 Total 369,260 Gain from sale $ 1,130,740 CONtv is a joint venture with third parties and Bristol Capital, LLC. The Company holds a limited and passive interest of 10 % in CONtv. As of September 30, 2022 and December 31, 2021, the investment in CONtv was $ 0 , for both periods. As of September 30, 2022 and December 31, 2021, the amount due to CONtv was $ 0 , for both periods, and classified as a discontinued operation. The related assets and liabilities associated with the discontinued operations in our consolidated balance sheets for the periods ending September 30, 2022 and December 31, 2021, are classified as discontinued operations. Additionally, the financial results associated with discontinued operations in our consolidated statement of operations for the three and nine months ending September 30, 2022 and 2021, are classified as discontinued operations. The assets and liabilities related to discontinued operations consists of the following: Schedule of Discontinued Operation of Balance Sheet and Operation Statement September 30, December 31, 2022 2021 Assets Current assets: Prepaid expenses $ — $ — Inventory — 18,725 Total current assets — 18,725 Other assets: Property and equipment, net — — Intangible assets, net — — Total assets $ — $ 18,725 Liabilities Current liabilities: Accounts payable and accrued expenses $ 485,712 $ 472,029 Deferred revenue — — Due to CONtv — — Total liabilities $ 485,712 $ 472,029 34 In addition, revenue and expenses from discontinued operations were as follows: 2022 2021 Nine Months Ended September 30, 2022 2021 Revenue $ 43,580 $ 754,297 Operating costs and expenses: Cost of revenue 59,037 640,092 General and administrative — 781,338 Total operating expenses 59,037 1,421,430 Loss from operations ( 15,457 ) ( 667,133 ) Other income (expense): Other income ( 2,281 ) 867,288 Interest income — — Gain (loss) on disposal of fixed assets — 1,853,169 Total other income (expense) ( 2,281 ) 2,720,457 Income (loss) from discontinued operations $ ( 17,738 ) $ 2,053,324 Note 19. Subsequent Events Decrease in Market Price of Bitcoin, and Increase in Cost of Natural Gas Our business is heavily dependent on the market price of Bitcoin, which has experienced substantial volatility and has recently dropped to its lowest price since December 2020. As of September 30, 2022 the market price of Bitcoin was $ 19,432 , which reflects a decrease of approximately 60% since the beginning of 2022, and of approximately 70% from its all-time high of approximately $ 67,000 . In addition, the cost of natural gas that we use to produce electricity to power our miners has increased substantially. The cost of natural gas in the United States has increased by as much as approximately 260% since the beginning of 2022 . These price movements result in decreased cryptocurrency mining revenue and increased cryptocurrency mining costs, both of which have a material adverse effect on our business and financial results. Merger Agreement On October 24, 2022, the Company, Creek Road Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company, and Prairie entered into the Merger Agreement, pursuant to which Merger Sub will merge with and into Prairie, with Prairie surviving and continuing to exist as a Delaware limited liability company and a wholly-owned subsidiary of the Company. At the Effective Time, the Company will (a) deliver the greater of (A) 2,000,000 shares of its common stock, and (B) the product of (x) the number of issued and outstanding shares of common stock immediately following the consummation of the Restructuring Transactions multiplied by (y) 33.33% to the Prairie Members and (b) convert certain options to purchase membership interests of Prairie into restricted performance-based options to purchase, in the aggregate, 8,000,000 shares of common stock for $0.25 per share only exercisable if specific production hurdles are achieved . 35 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Cautionary Notice Regarding Forward-Looking Statements The following discussion and analysis of our financial condition and results of operations for the three months ended March 31, 2022 and 2021 should be read in conjunction with our consolidated financial statements and related notes to those financial statements that are included elsewhere in this report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements. All forward-looking statements included in this report are based on information available to us on the date hereof and, except as required by law, we assume no obligation to update any such forward-looking statements. Company Overview Creek Road Miners, Inc. (formerly known as Wizard Brands, Inc., Wizard Entertainment, Inc., Wizard World, Inc., and GoEnergy, Inc.) was incorporated in Delaware on May 2, 2001. Prior to cryptocurrency mining operations that began in October 2021, the Company produced live and virtual pop culture conventions and events, and sold a gelatin machine and related consumables that were discontinued in 2021 In addition, the Company operated an eCommerce site selling pop culture memorabilia that was discontinued on June 30, 2022 (collectively known as “legacy operations”). On August 6, 2021, we entered into an Asset Purchase Agreement (the “Informa Agreement”) with Informa Pop Culture Events, Inc., a Delaware corporation (“Informa”). Pursuant to the Informa Agreement, Creek Road Miners Corp. (fka Kick the Can Corp.) sold, transferred, and assigned certain assets, properties, and rights to Informa related to the business of operating and producing live pop culture events. The Company released deferred revenue and other liabilities totaling $722,429 and recognized other income of this amount. On September 15, 2021, we sold our wholly owned subsidiary which contained our Jevo assets and all rights to our Jevo operations for $1,500,000 and recognized a gain on the transaction of approximately $1,130,740. On October 24, 2022, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Creek Road Merger Sub, LLC, a Delaware limited liability company and our wholly-owned subsidiary (“Merger Sub”), and Prairie Operating Co., LLC, a Delaware limited liability company (“Prairie”), pursuant to which Merger Sub will merge with and into Prairie (the “Merger”), with Prairie surviving and continuing to exist as a Delaware limited liability company and our wholly-owned subsidiary. Cryptocurrency Mining We generate substantially all our revenue through cryptocurrency we earn through our mining activities. We have historically mined and held Bitcoin exclusively, which we may sell to fund our operating and capital expenditures. While we do not have the intention of mining any other cryptocurrencies in the near future, we may expand our mining operations to include additional crypto assets if, after evaluation of the financial merits of such crypto assets based on a number of factors, including the anticipated profitability and price stability of such crypto assets and the ability and cost of our existing miners to mine for such digital assets, we determine that such additional crypto assets are reasonably likely to result in better margin than Bitcoin. Our mining operations commenced on October 24, 2021. We use special cryptocurrency mining computers (known as “miners”) to solve complex cryptographic algorithms to support the Bitcoin blockchain and, in return, receive Bitcoin as our reward. Miners measure their processing power, which is known as “hashing” power, in terms of the number of hashing algorithms solved (or “hashes”) per second, which is the miner’s “hash rate.” We participate in mining pools that pool the resources of groups of miners and split cryptocurrency rewards earned according to the “hashing” capacity each miner contributes to the mining pool. All of our miners were manufactured by Bitmain, and incorporate application-specific integrated circuit (“ASIC”) chips specialized to solve blocks on the Bitcoin blockchains using the 256-bit secure hashing algorithm (“SHA-256”) in return for Bitcoin cryptocurrency rewards. As of September 30, 2022, we had 510 Bitmain S19J Pro miners with 51.0 Ph/s of hashing capacity and 270 Bitmain S19 miners with 24.3 Ph/s of hashing capacity, none of which were in service. Our Bitcoin mining operations require significant amounts of power. On May 30, 2022, the Company entered into a binding memorandum of understanding with Highwire Energy Partners, Inc. (“Highwire”) to acquire certain energy assets, including natural gas production opportunities in South Dakota, North Dakota and Wyoming as well as an opportunity for fixed-price electricity generation in Wyoming. In mid-June 2022, the Company relocated 240 Bitmain S19J Pro miners with 24 Ph/s of hashing capacity from Louisiana to a facility operated by Highwire in Colorado. The Company’s miners have currently not been placed in operational service pending resolution of gas supply start-up issues at the Highwire site and other operational issues. As a result, since June 30, 2022 the Company is neither receiving meaningful cryptocurrency awards nor generating meaningful revenue from cryptocurrency mining. 36 Mobile Data Centers We historically utilize mobile data centers to house our miners. Our mobile data centers are located close to natural gas wellheads. We use natural gas to power a mobile turbine that produces electricity that, in turn, is used to power our miners. Mining Results The Company measures its operations by the number and U.S. Dollar (US$) value of the cryptocurrency rewards it earns from its cryptocurrency mining activities. The following table presents additional information regarding our cryptocurrency mining operations: Quantity of Bitcoin US$ Amounts Balance September 30, 2021 — $ — Revenue recognized from cryptocurrency mined 6.7 369,804 Mining pool operating fees (0.1 ) (7,398 ) Impairment of cryptocurrencies — (59,752 ) Balance December 31, 2021 6.6 $ 302,654 Revenue recognized from cryptocurrency mined 8.3 343,055 Mining pool operating fees (0.2 ) (6,868 ) Impairment of cryptocurrencies — (106,105 ) Balance March 31, 2022 14.7 $ 532,736 Revenue recognized from cryptocurrency mined 4.6 166,592 Mining pool operating fees (0.1 ) (3,428 ) Proceeds from the sale of cryptocurrency (18.9 ) (564,205 ) Realized loss on the sale of cryptocurrency — (131,075 ) Impairment of cryptocurrencies — (34 ) Balance June 30, 2022 (1) 0.3 $ 586 Revenue recognized from cryptocurrency mined 0.3 7,955 Mining pool operating fees — (156 ) Impairment of cryptocurrencies — (1,035 ) Balance September 30, 2022 (1) 0.6 $ 7,350 (1) Since June 30, 2022 the Company is neither receiving meaningful cryptocurrency awards nor generating meaningful revenue from cryptocurrency mining. Factors Affecting Profitability Our business is heavily dependent on the market price of Bitcoin. The prices of cryptocurrencies, specifically Bitcoin, have experienced substantial volatility. Further affecting the industry, and particularly for the Bitcoin blockchain, the cryptocurrency reward for solving a block is subject to periodic incremental halving. Halving is a process designed to control the overall supply and reduce the risk of inflation in cryptocurrencies using a Proof-of-Work consensus algorithm. At a predetermined block, the mining reward is cut in half, hence the term “halving”. For Bitcoin the reward was initially set at 50 Bitcoin currency rewards per block. The Bitcoin blockchain has undergone halving three times since its inception as follows: (1) on November 28, 2012 at block 210,000; (2) on July 9, 2016 at block 420,000; and (3) on May 11, 2020 at block 630,000, when the reward was reduced to its current level of 6.25 Bitcoin per block. The next halving for the Bitcoin blockchain is anticipated to occur in March 2024 at block 840,000, when the reward will be reduced to 3.125 Bitcoin per block. This process will reoccur until the total amount of Bitcoin currency rewards issued reaches 21 million and the theoretical supply of new Bitcoin is exhausted. Many factors influence the price of Bitcoin, and potential increases or decreases in prices in advance of, or following, a future halving is unknown. 37 We have historically mined and held Bitcoin exclusively, which we may sell to fund our operating and capital expenditures. S ince June 30, 2022 the Company is neither receiving meaningful cryptocurrency awards nor generating meaningful revenue from cryptocurrency mining Our business is heavily dependent on the market price of Bitcoin, which has experienced substantial volatility and has recently dropped to its lowest price since December 2020. As of September 30, 2022 the market price of Bitcoin was $19,432, which reflects a decrease of approximately 60% since the beginning of 2022, and of approximately 70% from its all-time high of approximately $67,000. In addition, the cost of natural gas that we use to produce electricity to power our miners has increased substantially. The cost of natural gas in the United States has increased by as much as approximately 260% since the beginning of 2022. These price movements result in decreased cryptocurrency mining revenue and increased cryptocurrency mining costs, both of which have a material adverse effect on our business and financial results. Contingencies and Commitments On September 13, 2022, Barlock Capital Management LLC, which is co-managed by Scott Kaufman, the Company’s former Co-Chief Executive Officer and director, and is also an affiliate of Barlock 2019 Fund, LP (“Barlock”), delivered a notice of an alleged event of default of the secured convertible debenture in the principal amount of $2,496,850 (the “Debenture”) and a demand for payment of $5,004,978.76 (the “Notice”) to the Company. The Notice alleged that (i) the Company’s issuance of a convertible note in the principal amount of $900,000 on August 24, 2022 (the “Alpha Note”) and (ii) Mr. Kaufman’s resignation as the Company’s Co-Chief Executive Officer and a director on August 8, 2022, each constituted events of default under the Debenture. The Company strongly disagrees with the assertion that an event of default has occurred under the Debenture and notified Mr. Kaufman and Barlock that they had previously delegated the exclusive authority to exercise remedies under the Debenture and the related security agreement to the agent for Barlock and all other holders of such debentures as defined in such security agreement. Accordingly, the Company has demanded a withdrawal of the Notice. In addition, the Company has notified Mr. Kaufman and certain other persons acting in concert with him of its intent to pursue several causes of action against him and others acting in concert with him for intentional fraud, self-dealing, conspiracy to commit fraud, breaches of fiduciary duties and aiding and abetting breaches of fiduciary duties. The Company maintains that the issuance of the Alpha Note in exchange for 600,000 shares of the Company’s common stock pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended, does not constitute the incurrence of “indebtedness for borrowed money” and cannot be an event of default. The Company also maintains that Mr. Kaufman’s voluntary resignation from his positions with the Company in the face of an investigation into potential wrongdoing, breaches of fiduciary duties and other objectionable conduct cannot be the basis for an event of default under the Debenture and that Barlock lacks the authority under the Debenture and the related transaction documents to declare events of default. If it is ultimately determined that an event of default exists under the Debenture and that the Notice was properly provided on behalf of Barlock, the outstanding principal amount of the Debenture, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration will be due and payable at the (a) greater of (i) the outstanding principal amount of the Debenture, plus all accrued and unpaid interest thereon, divided by the conversion price on the date of Barlock’s demand for acceleration multiplied by the volume weighted average price of the Company’s shares of common stock on such date on the date, or (ii) 130% of the outstanding principal amount of the Debenture, plus 100% of accrued and unpaid interest thereon, and (b) all other amounts, costs, expenses and liquidated damages due in respect of the Debenture. Commencing five days after the occurrence of any event of default that results in the eventual acceleration of the Debenture, the interest rate on the Debenture accrues at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted under applicable law. Competition Our business environment is constantly evolving, and cryptocurrency miners can range from individuals to large-scale commercial mining operations. We compete with other companies that focus all or a portion of their activities on mining activities at scale, including several public and private companies. We face significant competition in every aspect of our business, including, but not limited to, the acquisition of mining equipment, the ability to raise capital, and the ability to obtain the lowest cost energy to power our mining operations. Government Regulation Cryptocurrency is increasingly becoming subject to governmental regulation, both in the U.S. and internationally. State and local regulations also may apply to our activities and other activities in which we may participate in the future. Numerous regulatory bodies have shown an interest in regulating blockchain or cryptocurrency activities. For example, on March 9, 2022 President Biden signed an executive order on cryptocurrencies. While the executive order does not mandate any specific regulations, it instructs various federal agencies to consider potential regulatory measures, including the evaluation of the creation of a U.S. Central Bank digital currency. Future changes to existing regulations or entirely new regulations may affect our business in ways it is not presently possible for us to predict with any reasonable degree of reliability. As the regulatory and legal environment evolves, we may become subject to new laws and regulation which may affect our mining and other activities. For additional discussion regarding our belief about the potential risks existing and future regulation pose to our business, see the Section entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. COVID-19 We are subject to risks and uncertainties as a result of the COVID-19 pandemic. The extent of the impact of the COVID-19 pandemic on our business is highly uncertain and difficult to predict, as the responses that we, other businesses and governments are taking continue to evolve. Furthermore, capital markets and economies worldwide have also been negatively impacted by the COVID-19 pandemic, and it is possible that it could cause a local and/or global economic recession. Policymakers around the globe have responded with fiscal policy actions to support the healthcare industry and economy as a whole. The magnitude and overall effectiveness of these actions remain uncertain. The severity of the impact of the COVID-19 pandemic on our business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and the extent and severity of the impact on our customers, service providers and suppliers, all of which are uncertain and cannot be predicted. As of the date of issuance of our financial statements, the extent to which the COVID-19 pandemic may in the future materially impact our financial condition, liquidity or results of operations is uncertain. Russia – Ukraine Conflict The Russia – Ukraine conflict is a global concern. The Company does not have any direct exposure to Russia or Ukraine through its operations, employee base, investments or sanctions. The Company does not receive goods or services sourced from those countries, does not anticipate any disruption in its supply chain and has no business relationships, connections to or assets in Russia, Belarus or Ukraine. No impairments to assets have been made due to the conflict. We are unable at this time to know the full ramifications of the Russia – Ukraine conflict and its effects on our business. Critical Accounting Policies and Estimates The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States, or U.S. GAAP, requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. When making these estimates and assumptions, we consider our historical experience, our knowledge of economic and market factors and various other factors that we believe to be reasonable under the circumstances. Actual results may differ under different estimates and assumptions. The accounting estimates and assumptions discussed in this section are those that we consider to be the most critical to an understanding of our financial statements because they inherently involve significant judgments and uncertainties. 38 Principles of Consolidation The accompanying financial statements are consolidated and include the accounts of the Company and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The 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 disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates. Reclassification Certain prior period amounts have been reclassified to conform to current period presentation. Cash and cash equivalents For purposes of the statements of cash flows, the Company defines cash equivalents as all highly liquid debt instruments purchased with an original maturity of three months or less. In all periods presented, cash equivalents consist primarily of money market funds. Fair value of financial instruments Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures , fair value is defined as the price at which an asset could be exchanged or a liability transferred in a transaction between knowledgeable, willing parties in the principal or most advantageous market for the asset or liability. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or parameters are not available, valuation models are applied. A fair value hierarchy prioritizes the inputs used in measuring fair value into three broad levels as follows: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs, other than the quoted prices in active markets, are observable either directly or indirectly. Level 3 – Unobservable inputs based on the Company’s assumptions. The Company is required to use observable market data if such data is available without undue cost and effort. The Company has no fair value items required to be disclosed as of December 31, 2021 or 2020 under these requirements. The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, accounts receivable and accounts payable, approximate their fair values because of the short maturity of these instruments. Transactions 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 secured convertible debentures due to related parties, 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. Cryptocurrency Cryptocurrency (Bitcoin) is included in current assets in the accompanying consolidated balance sheets. The classification of cryptocurrencies as a current asset has been made after the Company’s consideration of the significant consistent daily trading volume on readily available cryptocurrency exchanges and the absence of limitations or restrictions on Company’s ability to sell Bitcoin. Cryptocurrencies awarded to the Company through its mining activities are accounted for in connection with the Company’s revenue recognition policy disclosed below. Cryptocurrencies held are accounted for as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the cryptocurrency at the time its fair value is being measured. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. Cryptocurrencies awarded to the Company through its mining activities are included within operating activities on the accompanying consolidated statements of cash flows. 39 Impairment of Long-Lived Assets Long-lived 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. Property and equipment Property and equipment are stated at cost and are depreciated using the straight-line method over their estimated useful lives of 3 to 9 years. No depreciation is recorded until the property or equipment is placed into service. Leasehold improvements are amortized over the shorter of the useful lives of the related assets, or the lease term. Expenditures for maintenance and repairs are charged to operations as incurred while renewals and betterments are capitalized. Gains and losses on disposals are included in the consolidated statements of operations. Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. Revenue Recognition We account for revenue in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606), (“ASC 606”). The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that we expect to receive in exchange for those goods or services. We apply the following five steps in order to determine the appropriate amount of revenue to be recognized as we fulfill our obligations under each of our agreements: ● identify the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and ● recognize revenue as the performance obligation is satisfied. The Company has entered into digital asset mining pools by executing contracts with the mining pool operators to provide computing power to the mining pool. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company is entitled to a fractional share of the fixed cryptocurrency award the mining pool operator receives (less digital asset transaction fees to the mining pool operator which are recorded as a component of cost of revenues), for successfully adding a block to the blockchain. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. 40 Providing computing power in digital asset transaction verification services is an output of the Company’s ordinary activities. The provision of providing such computing power is the only performance obligation in the Company’s contracts with mining pool operators. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pools. The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions. Fair value of the cryptocurrency award received is determined using the market rate of the related cryptocurrency at the time of receipt. There is currently no specific definitive guidance under GAAP or alternative accounting framework for the accounting for cryptocurrencies recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the Company’s consolidated financial position and results from operations. Cryptocurrency Mining Costs The Company’s cryptocurrency mining costs consist primarily of direct costs of earning Bitcoin related to mining operations, including mining pool fees, natural gas costs, turbine rental costs, and mobile data center rental costs, but exclude depreciation and amortization, which are separately stated in the Company’s consolidated statements of operations. Reverse Stock Split We implemented a 1-for-20 reverse stock split of our outstanding shares of common stock that was effective on January 23, 2020. Unless otherwise noted, all share and related option, warrant, and convertible security information presented has been retroactively adjusted to reflect the reduced number of shares, and the increase in the share price which resulted from this action. Stock-Based Compensation We periodically issue stock options, warrants and restricted stock to employees and non-employees for services, in capital raising transactions, and for financing costs. We account for share-based payments under the guidance as set forth in the Share-Based Payment Topic 718 of the FASB Accounting Standards Codification, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, officers, directors, and consultants, including employee stock options, based on estimated fair values. We estimate the fair value of stock option and warrant awards to employees and directors on the date of grant using an option-pricing model, and the value of the portion of the award that is ultimately expected to vest is recognized as expense over the required service period in our Statements of Operations. We estimate the fair value of restricted stock awards to employees and directors using the market price of our common stock on the date of grant, and the value of the portion of the award that is ultimately expected to vest is recognized as expense over the required service period in our Statements of Operations. Income taxes We account for income taxes using the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Discontinued Operations Prior to cryptocurrency mining operations that began in October 2021, the Company produced live and virtual pop culture conventions and events and sold a gelatin machine and related consumables that were discontinued in 2021. In addition, the Company operated an eCommerce site selling pop culture memorabilia that was discontinued on June 30, 2022 (known collectively as “legacy operations”). On August 6, 2021, we entered into the Informa Agreement. Pursuant to the Informa Agreement, Creek Road Miners Corp (fka Kick the Can Corp.) sold, transferred, and assigned certain assets, properties, and rights to Informa related to the business of operating and producing live pop culture events. The Company released deferred revenue and other liabilities totaling $722,429 and recognized other income of this amount. 41 On September 15, 2021, we sold our wholly owned subsidiary which contained our Jevo assets and all rights to our Jevo operations for $1,500,000 and recognized a gain on the transaction of approximately $1,130,740. The related assets and liabilities associated with the discontinued operations in our consolidated balance sheets for the periods ending September 30, 2022, and December 31, 2021, are classified as discontinued operations. Additionally, the financial results associated with discontinued operations in our consolidated statement of operations for the three and nine months ending September 30, 2022 and 2021, are classified as discontinued operations. Results of Operations Comparison of the Three and Nine Months Ended September 30, 2022 and 2021 Three Months Ended September 30, 2022 2021 $ Change % Change Revenue: Cryptocurrency mining $ 7,955 $ — $ 7,955 — % Operating costs and expenses: Cryptocurrency mining costs (exclusive of depreciation and amortization shown below) 284,700 — 284,700 — % Depreciation and amortization 164,520 12,154 152,366 1,254 % Stock based compensation 156,190 436,479 (280,289 ) (64 )% General and administrative 1,127,503 1,503,738 (376,235 ) (25 )% Impairment of mined cryptocurrency 1,035 — 1,035 — % Total operating expenses 1,733,948 1,952,371 (218,423 ) (11 )% Loss from operations (1,725,993 ) (1,952,371 ) 226,378 12 % Other income (expense): Realized loss on sale of cryptocurrency — — — — % PPP loan forgiveness — — — — % Interest expense (64,139 ) (294,498 ) 230,395 78 % Total other income (expense) (64,139 ) (294,498 ) 230,395 78 % Net loss from continuing operations (1,790,132 ) (2,246,869 ) 456,737 20 % Discontinued operations: Income (loss) from discontinued operations (6 ) (208,377 ) 218,371 100 % Gain from sale of discontinued operations — 1,853,169 (1,853,169 ) — % Net income from discontinued operations (6 ) 1,639,832 (1,644,798 ) (100 )% Net loss $ (1,790,138 ) $ (602,077 ) $ (1,188,061 ) (197 )% 42 Nine Months Ended September 30, 2022 2021 $ Change % Change Revenue: Cryptocurrency mining $ 517,602 $ — $ 517,602 — % Operating costs and expenses: Cryptocurrency mining costs (exclusive of depreciation and amortization shown below) 1,071,458 — 1,071,458 — % Depreciation and amortization 493,560 24,503 469,057 1,914 % Stock based compensation 2,545,431 2,473,954 71,477 3 % General and administrative 2,825,272 3,715,015 (889,743 ) (24 )% Impairment of mined cryptocurrency 107,174 — 107,174 — % Total operating expenses 7,042,895 6,213,472 829,423 13 % Loss from operations (6,525,293 ) (6,213,472 ) (311,821 ) (5 )% Other income (expense): Realized loss on sale of cryptocurrency (131,075 ) — (131,075 ) — % PPP loan forgiveness 197,662 — 197,662 — % Interest expense (454,833 ) (764,009 ) 309,176 40 % Total other income (expense) (388,246 ) (764,009 ) 375,763 49 % Net loss from continuing operations (6,913,539 ) (6,977,481 ) 63,942 1 % Discontinued operations: Income (loss) from discontinued operations (17,738 ) 200,155 (217,893 ) (109 )% Gain from sale of discontinued operations — 1,853,169 (1,853,169 ) — % Net income from discontinued operations (17,738 ) 2,053,324 (2,071,062 ) (101 )% Net loss $ (6,931,277 ) $ (4,924,157 ) $ (2,007,120 ) (41 )% Revenue Three Months Ended September 30, 2022 2021 $ Change % Change Revenue: Cryptocurrency mining $ 7,955 $ — $ 7,955 — % Nine Months Ended September 30, 2022 2021 $ Change % Change Revenue: Cryptocurrency mining $ 517,602 $ — $ 517,602 — % All revenue associated with discontinued operations is classified accordingly on our consolidated statement of operations for the three and nine months ending September 30, 2022 and 2021. Revenue from cryptocurrency mining began in late 2021. Our Bitcoin mining operations require significant amounts of power. On May 30, 2022, the Company entered into a binding memorandum of understanding with Highwire to acquire certain energy assets, including natural gas production opportunities in South Dakota, North Dakota and Wyoming as well as an opportunity for fixed-price electricity generation in Wyoming. In mid-June 2022, the Company relocated 240 Bitmain S19J Pro miners with 24 Ph/s of hashing capacity from Louisiana to a facility operated by Highwire in Colorado. The Company’s miners have currently not been placed in operational service pending resolution of gas supply start-up issues at the Highwire site and other operational issues. As a result, since June 30, 2022 the Company is neither receiving meaningful cryptocurrency awards nor generating meaningful revenue from cryptocurrency mining. 43 Operating Costs and Expenses Three Months Ended September 30, 2022 2021 $ Change % Change Operating Costs and Expenses: Cryptocurrency mining costs (exclusive of depreciation and amortization shown below) $ 284,700 — 284,700 — % Depreciation and amortization 164,520 12,154 152,366 1,254 % Stock based compensation 156,190 436,479 (280,289 ) (64 )% General and administrative 1,127,503 1,503,738 (376,235 ) (25 )% Impairment of mined cryptocurrency 1,035 — 1,035 — % Total operating expenses $ 1,733,948 1,952,371 (218,423 ) (11 )% Operating costs and expenses decreased $218,423 or 11%, for the three months ended September 30, 2022 compared to the three months ended September 30, 2021, primarily due to lower stock based compensation of $280,289 and general and administrative costs of $376,235, partially offset by greater cryptocurrency mining costs of $284,700 and depreciation of $152,366. Nine Months Ended September 30, 2022 2021 $ Change % Change Operating Costs and Expenses: Cryptocurrency mining costs (exclusive of depreciation and amortization shown below) $ 1,071,458 — 1,071,458 — % Depreciation and amortization 496,057 24,503 469,057 1,914 % Stock based compensation 2,545,431 2,473,954 74,477 3 % General and administrative 2,825,272 3,715,015 (889,743 ) (24 )% Impairment of mined cryptocurrency 107,174 — 107,174 — % Total operating expenses $ 7,042,895 6,213,472 829,423 13 % Operating costs and expenses increased $829,423 or 13%, for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021, primarily due to greater cryptocurrency mining costs of $1,071,458, and depreciation of $469,057, both of which were not present in the prior year period, and partially offset by lower general and administrative expenses of $889,743. Net Income (Loss) Three Months Ended September 30, 2022 2021 $ Change % Change Net Income (Loss): Net loss from continuing operations $ (1,790,132 ) (2,246,869 ) 456,737 20 % Net income from discontinued operations (6 ) 1,644,792 (1,644,792 ) (100 )% Total net loss $ (1,790,138 ) $ (602,077 ) $ (1,188,061 ) (197 )% Net loss from continuing operations decreased $456,737 or 20%, for the three months ended September 30, 2022 compared to the three months ended September 30, 2021, primarily due to lesser interest expense and decreased operating costs and expenses as described above. Nine Months Ended September 30, 2022 2021 $ Change % Change Net Income (Loss): Net loss from continuing operations $ (6,913,539 ) (6,977,481 ) 63,942 1 % Net income from discontinued operations (17,732 ) 2,053,324 (2,071,062 ) (101 )% Total net loss $ (6,931,277 ) $ (4,924,157 ) $ (2,007,120 ) (41 )% Net loss from continuing operations decreased $63,942 or 1%, for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021, primarily due to lesser interest expense, offset by increased operating costs and expenses as described above. 44 Going Concern Analysis Historically, we have relied upon cash from financing activities to fund substantially all of the cash requirements of our activities and have incurred significant losses and experienced negative cash flow. The Company had net losses from continuing operations of $6,913,539, and $6,977,481, for the nine months ended September 30, 2022 and 2021, respectively. We cannot predict if we will be profitable. We may continue to incur losses for an indeterminate period of time and may be unable to achieve profitability. An extended period of losses and negative cash flow may prevent us from successfully operating and expanding our business. We may be unable to achieve or sustain profitability on a quarterly or annual basis. On September 30, 2022, we had cash and cash equivalents of $451,212, a working capital deficit of approximately $4.8 million, and an accumulated deficit of approximately $54 million. We have evaluated the significance of the uncertainty regarding the Company’s financial condition in relation to our ability to meet our obligations, which has raised substantial doubts about the Company’s ability to continue as a going concern. While it is very difficult to estimate our future liquidity requirements the Company believes that if it is unable close the Merger, or obtain debt and/or equity financing, existing cash resources will be depleted in early 2023 or late 2022. The Company can generate cash through the sale of fixed assets, specifically cryptocurrency miners. However, the total cash generated would be significantly less than the total of the Company’s liabilities. There are no assurances that the Merger will close, that debt and/or equity financing can be obtained, or that the sale of fixed assets, specifically cryptocurrency miners can be achieved. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The 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. The Company’s ability to continue as a going concern is dependent upon the Company’s ability to close the merger with Prairie, or obtain debt and/or equity financing, and there are no assurances that either can occur. Liquidity and Capital Resources Nine Months Ended September 30, 2022 2021 Consolidated Statements of Cash Flow Data: Net cash used in operating activities $ (1,886,548 ) $ (6,015,689 ) Net cash used in investing activities (1,916,723 ) (1,129,366 ) Net cash provided by financing activities 1,469,297 7,989,831 Net increase (decrease) in cash and cash equivalents (2,333,974 ) 844,776 Cash and cash equivalents, beginning of period 2,785,188 1,897,703 Cash and cash equivalents, end of period $ 451,214 $ 2,742,479 Liquidity As of September 30, 2022, we had cash and cash equivalents of $451,214, compared to $2,785,188 as of December 31, 2021, a decrease of $2,333,974. This decrease was primarily due to cash of $1,916,723 used in investing activities, cash of $1,886,548 used in operating activities, and partially offset by cash of $1,469,297 provided by financing activities. Operating Activities Net cash used in operating activities was $1,886,548 for the nine months ended September 30, 2022 and resulted primarily from a net loss of $6,931,277, partially offset by stock based compensation of $2,715,733 and an increase in accounts payable and accrued expenses of $2,691,738. Net cash used in operating activities was $6,015,689 for the nine months ended September 30, 2021 and resulted primarily from a net loss of $4,924,157, a decrease in liabilities associated with discontinued operations of $2,539,125, and a gain on sale of discontinued operations of $1,853,169, partially offset by stock based compensation of $2,720,548. Investing Activities Net cash used in investing activities was $1,916,723 for the nine months ended September 30, 2022 and resulted primarily from an increase in property and equipment, specifically mining equipment, of $5,295,478, partially offset by a decrease in net deposits on mining equipment of $2,939,550 and proceeds from the sale of cryptocurrency of $564,205. 45 As of September 30, 2022, we had 510 Bitmain S19J Pro miners with 51.0 Ph/s of hashing capacity and 270 Bitmain S19 miners with 24.3 Ph/s of hashing capacity, none of which were in service. On December 17, 2021 the Company entered into a Non-Fixed Price Sales and Purchase Agreement (the “Bitmain Agreement”) with Bitmain Technologies Limited (“Bitmain”) for 600 Bitmain S19XP miners with a reference price of approximately $11,250 per miner. The miners have a total of 84 Ph/s of hashing capacity and an initial estimated purchase commitment of $6,762,000 (the “total reference price”), subject to price adjustments and related offsets, including potential adjustments related to the market price of miners. The Company has made payments of $3,969,000 (classified as deposits on mining equipment) to Bitmain pursuant to the Bitmain Agreement. The remaining amount due under the Bitmain Agreement based on the initial total reference price is $2,793,000, however, as of September 30, 2022, the market price of miners has dropped significantly from $11,250 to approximately $5,810 per miner. The estimated remaining amount due under the Bitmain Agreement based on the current market price of miners (assuming no contract interpretation disputes are asserted by, and no liquidated damaged or penalties are assessed by, Bitmain) is presented below: Market Price per Miner Total Amount July 2022 batch (100 miners) $ 7,756 $ 775,600 August 2022 batch (100 miners) 7,140 714,000 September 2022 batch (100 miners) 7,140 714,000 October 2022 batch (100 miners) 6,510 651,000 November 2022 batch (100 miners) 5,810 581,000 December 2022 batch (100 miners) 5,810 (1) 581,000 Estimated total amount due 4,016,600 Less: Payments made 3,969,000 Estimated remaining amount due (2) $ 47,600 (1) Estimate based on the November 2022 market price. (2) Assuming no contract interpretation disputes are asserted by, and no liquidated damaged or penalties are assessed by, Bitmain Net cash used in investing activities was $1,129,366 for the nine months ended September 30, 2021 and resulted primarily from an increase in property and equipment, specifically mining equipment, of $1,129,366. Financing Activities Net cash provided by financing activities was $1,469,297 for the nine months ended September 30, 2022 and resulted primarily from proceeds from the exercise of warrants for $983,330 and proceeds from a convertible note payable of $500,000. Net cash provided by financing activities was $7,989,831 for the nine months ended September, 2021 and resulted primarily from proceeds from the issuance of common stock and warrants of $3,250,000, Series B preferred stock and warrants of $2,998,994, and proceeds from the sale of discontinued operations of $1,500,000. Working Capital (Deficit) The following table summarizes total current assets, liabilities, and working capital for the periods ended September 30, 2022 and December 31, 2021: As of September 30, 2022 December 31, 2021 Increase/(Decrease) Current assets $ 5,290,258 $ 10,827,973 $ (5,537,715 ) Current liabilities $ 10,107,602 $ 6,039,311 $ 4,068,291 Working capital (deficit) $ (4,817,344 ) $ 4,788,662 $ (9,606,006 ) As of September 30, 2022, we had working capital deficit of $4,817,244, compared to working capital of $4,788,662 as of December 31, 2021, a decrease of 9,606,006. The decrease was primarily due to a decrease in cash and deposits on mining equipment, and an increase in accounts payable and accrued expenses and convertible notes payable. 46 We do not have any off-balance sheet arrangements Item 3. Quantitative and Qualitative Disclosures About Market Risk Not required. Item 4. 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 Quarterly Report on Form 10-Q. 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 September 30, 2022, the end of the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level. 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 Control Over Financial Reporting In addition, our management with the participation of our principal executive officer and principal financial officer have determined that no change in our internal control over financial reporting (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Exchange Act) occurred during the quarter ended September 30, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 47 PART II — OTHER INFORMATION Item 1. Legal Proceedings The Company 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. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our Company, our common stock, any of our subsidiaries or of our Company’s or our Company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect. Informa Lawsuit and Dismissal On May 6, 2022, Informa filed an action in the Delaware Court of Chancery asserting breach of contract in regards to the August 6, 2021 Asset Purchase Agreement, pursuant to which the Company sold, transferred, and assigned certain assets, properties, and rights to Informa related to the business of operating and producing live pop culture events. On July 29, 2022, Informa and the Company entered into a Settlement Agreement pursuant to which Company assigned certain social media accounts and a domain name to Informa. On September 8, 2022 Informa filed a notice of dismissal to dismiss the action with prejudice. Item 1A. Risk Factors The Merger is subject to closing conditions and may not be completed and the Merger Agreement may be terminated in accordance with its terms. The Merger is subject to closing conditions that must be satisfied or waived prior to the completion of the Merger. Many of the closing conditions are not within our control. No assurance can be given that the required conditions to the closing of the Merger will be satisfied in a timely manner or at all. Any delay in completing the Merger could cause the combined company not to realize, or to be delayed in realizing, some or all of the benefits that we expect to achieve if the Merger is successfully completed within its expected time frame. Additionally, either party may terminate the Merger Agreement under certain circumstances. Moreover, if the Merger is not completed for any reason, our ongoing business may be adversely affected and, without realizing any of the expected benefits of having completed the Merger, we would be subject to a number of risks, including the following: ● we may experience negative reactions from the financial markets, including negative impacts on our stock price; ● we may experience negative reactions from our customers, suppliers, distributors and employees; ● we will be required to pay our costs relating to the Merger, such as financial advisory, legal, financing and accounting costs and associated fees and expenses, whether or not the Merger is completed; ● the market price of our common stock could decline to the extent that the current market price reflects a market assumption that the Merger will not be completed; ● the Merger Agreement places certain restrictions on the conduct of our business prior to completion of the Transactions and such restrictions, the waiver of which are subject to the consent of Prairie, may prevent us from taking actions during the pendency of the Merger that would be beneficial; and ● matters relating to the Merger will require substantial commitments of time and resources by management, which could otherwise have been devoted to day-to-day operations or to other opportunities that may have been beneficial to us as an independent company. We may waive one or more of the conditions to the Merger. We may agree to waive, in whole or in part, one or more of the conditions to our obligations to complete the Merger, to the extent permitted by our Amended and Restated Certificate of Incorporation, bylaws and applicable laws. For example, it is a condition to our obligation to close the Merger that certain of Prairie’s representations and warranties be true and correct to the standards applicable to such representations and warranties. However, if the Board determines that it is in our best interests to proceed with the Merger, then the Board may elect to waive that condition and close the Merger. We may not achieve the perceived benefits of the Transactions and the market price of our Common Stock following the Transactions may decline. The market price of our common stock may decline as a result of the Merger for a number of reasons, including if: investors react negatively to the prospects of the Company’s business; the effect of the Merger on the Company’s business and prospects is not consistent with the expectations of our management or of financial or industry analysts; or the Company does not achieve the perceived benefits of the Merger as rapidly or to the extent anticipated by our management or financial or industry analysts. Our stockholders may not realize a benefit from the Merger commensurate with the ownership dilution they will experience in connection with the Merger. If the Company is unable to realize the strategic and financial benefits currently anticipated from the Merger, our pre-closing stockholders will have experienced substantial dilution of their ownership interests without receiving the expected commensurate benefit, or only receiving part of the commensurate benefit to the extent the Company is able to realize only part of the expected strategic and financial benefits currently anticipated from the Merger. Our ability to continue as a going concern is contingent on the completion of the Merger or obtaining debt and/or equity financing, and if the Merger is not completed or any reason, we may not be able to obtain sufficient financing and may be forced to sell our cryptocurrency miners. We do not have sufficient capital to fund our future operations without significant additional capital investments. If the Merger is not completed and adequate additional financing is not available on reasonable terms or at all, we may be forced to sell our fixed assets, specifically cryptocurrency miners, which would adversely affect our b usiness and prospects . Such sales would materially adversely affect our ability to compete. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds There were no unregistered sales of the Company’s equity securities during the quarter ended September 30, 2022, that were not otherwise disclosed in a Current Report on Form 8-. Item 3. Defaults Upon Senior Securities There has been no default in the payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the Company. Item 4. Mine Safety Disclosures Not applicable. 48 Item 6. Exhibits EXHIBIT INDEX Exhibit No. Description 3.1 Amended and Restated Certificate of Incorporation of Wizard Entertainment, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2020). 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 Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2020). 3.4 Certificate of Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on July 15, 2021). 3.5 First Amendment to the Bylaws of Wizard World, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 21, 2016). 3.6 Certificate of Designation and Restatement of Rights, Preferences and Restrictions of Series A Preferred Stock. (Incorporated by reference to Exhibit 3.3 to the Registrant’s Current Report on Form 8-K filed on August 14, 2020). 3.7 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). 3.8 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). 10.1 Agreement between Creek Road Miners, Inc. and Alpha Capital Anstalt made as of August 24, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 7, 2021). 10.2 Convertible Promissory Note dated August 31, 2022 issued by Creek Road Miners, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on September 7, 2021). 10.3 Convertible Promissory Note issued September 9, 2022. (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 7, 2021). 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 # Schedules have been omitted pursuant to Items 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission. The Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules so furnished. + Management contract or compensatory plan, contract 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 49 SIGNATURES Pursuant to the requirements 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/ John D. Maatta John D. Maatta Date: November 14, 2022 President and Chief Executive Officer (Principal Executive Officer) By: /s/ Alan L. Urban Alan L. Urban Date: November 14, 2022 Chief Financial Officer (Principal Financial and Accounting Officer) 50