What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2023-03-31 compared with 2022-03-31 · 864 added, 667 removed, 1033 unchanged (60% of the section changed)

Financial Statements

Financial Statements and Supplementary Data

The financial statements required by Item 8 are presented in the

following order:

Report of Independent Registered Public Accounting Firm (PCAOB 366 )

Consolidated Balance Sheets as of December 31, 2022 and 2021

Consolidated Statements of Operations for the Years Ended December 31, 2022 and 2021

Consolidated Statements of Stockholders’ Deficit for the Years Ended December 31, 2022 and 2021

Consolidated Statements of Cash Flows for the Years Ended December 31, 2022 and 2021

Notes to the Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

maughansullivanllc

CERTIFIED PUBLIC ACCOUNTING FIRM

www.maughansullivanllc.com

the Stockholders and the Board of Directors

of Creek Road Miners, Inc.

the Stockholders and the Board of Directors of

Road Miners, Inc.

on the Consolidated Financial Statements

1 unchanged sentence

(the “Company”) as of December 31,

2021 and 2020, the related consolidated statements of income, of stockholders’ equity, and of cash flows for each of the two

years in period ended December 31, 2021, including the related notes (collectively referred to as the “consolidated financial

statements”).

In our opinion, the consolidated financial statements referred to above present fairly, in all material

respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash

flows for each of the two years in the period ended December 31, 2021 in conformity with accounting principles generally accepted in

the United States of America.

2022 and 2021, the related consolidated statements of income, of stockholders’ equity, and of cash flows for

each of the two years in period ended December 31, 2022, including the related notes (collectively referred to as the

“consolidated financial statements”).

In our opinion, the consolidated financial statements referred to above present

fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and

the results of its operations and its cash flows for each of the two years in the period ended December 31, 2022 in conformity

with accounting principles generally accepted in the United States of America.

Consideration

of the Company’s Ability to Continue as a Going Concern

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

As discussed in Note

2 to the financial statements, the Company has incurred losses from operations and has an accumulated deficit.

These factors raise substantial

doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also described

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Company’s management is responsible for these consolidated financial statements.

Our responsibility is to express an opinion on

the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company

in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

Our responsibility is to express an opinion on the Company’s

consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting

Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

22 unchanged sentences

matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

of the Accounting for and Disclosure of Cryptocurrency Assets

focus of the Company’s business operations is exclusively mining Bitcoin cryptocurrency.

The Bitcoin earned from its mining activities

are presented on the balance sheet as a current asset at the fair market value as of December 31, 2021, which was approximately $302,000.

The Company’s management has exercised significant judgment in their determination of how existing accounting principles generally

accepted in the United States of America (“GAAP”) should be applied to the accounting for its cryptocurrency held, the presentation

in the financial statements and the disclosures in the accompanying footnotes.

identified the accounting for and disclosure of cryptocurrency assets as a critical audit matter due to the nature and extent of audit

effort required to obtain sufficient appropriate audit evidence to address the risks of material misstatement related to the existence

and rights and obligations of cryptocurrency assets.

Our audit efforts involved researching accounting and disclosures by other companies

in the industry, consultation with other subject matter experts and researching authoritative literature and standards.

performed the following procedures (not all inclusive) to address this critical audit matter:

management’s significant judgment to account for cryptocurrency held as a current asset

on the balance sheet;

management’s disclosures of its cryptocurrency activity in the notes to the financial

the Company’s process for determining impairment to its cryptocurrency;

management’s process for recording cryptocurrency earned from its mining activities

as a current asset on the balance sheet.

of the Accounting for and Disclosure of Cryptocurrency Mining Revenue Recognized

Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, as disclosed in Note 3.

has entered into digital asset mining pools by executing contracts with the mining pool operators to provide computing power to the mining

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.”

the year ended December 31, 2021, the Company recognized net revenue from cryptocurrency mining of $369,804.

The Company’s management

has exercised significant judgment in their determination of how existing GAAP should be applied to the accounting for and disclosure

of cryptocurrency mining revenue recognized.

identified the accounting for and disclosure of cryptocurrency mining revenue recognized as a critical audit matter due to the complexities

involved in auditing completeness and occurrence of the revenue recognized by the Company.

During the year ended December 31, 2022, the

Company recognized revenue from mining Bitcoin of approximately $518,000.

The Company’s management has exercised significant judgment

in their determination of how existing GAAP should be applied to the accounting for and disclosure of cryptocurrency mining revenue recognized.

performed the following procedures (not all inclusive) to address this critical audit matter:

management’s disclosures of its cryptocurrency activity in the financial footnotes;

the Company’s digital cold storage wallet records to available blockchain records publicly available;

management’s decision to apply ASC 606 to account for and record its cryptocurrency awards earned in the mining pool;

the Company’s digital cold storage wallet records to available blockchain records publicly

management’s decision to apply ASC 606 to account for and record its cryptocurrency

awards earned in the mining pool, which included evaluating provisions of the agreement with

the Mining Pool operator;

supporting documentation for the valuation of cryptocurrency awards earned;

substantive procedures to determine completeness and occurrence of cryptocurrency assets earned from the Company’s mining activities.

substantive procedures to determine completeness and occurrence of cryptocurrency assets

earned from the Company’s mining activities.

of the Fair Value of Computer Equipment Related to Cryptocurrency Mining Activities

identified the accounting for and disclosure of the fair value of the miners or computer equipment used in mining bitcoin as a critical

audit matter due to the Company’s exercise of significant judgment in their determination of how the existing accounting principles

generally accepted in the United States should be applied to the valuation of the mining equipment.

primary procedures we performed to address this critical audit matter included the following:

the Company’s processes for valuing its mining equipment;

independent quotations for similar equipment used by the Company;

and tested management’s rationale and supporting documentation associated with the

valuation of its mining equipment.

MaughanSullivan LLC

have served as the Company’s auditor since 2017.

Firm Number 366

E Water Vista Way

Brickell Ave., Ste.

Wall Street, 11 th Floor

York, NY 10005

linda@maughansullivanllc.com

heber@maughansullivanllc.com

Road Miners, Inc.

4 unchanged sentences

Accounts receivable, ( no allowance for doubtful accounts)

Receivable from sale of investment

Prepaid expenses

1 unchanged sentence

Cryptocurrency

Current assets associated with discontinued operations

Total current assets

3 unchanged sentences

Deposits and other assets

Assets associated with discontinued operations

Liabilities and Stockholders’ Deficit

Liabilities and Stockholders’ Equity ( Deficit )

Current liabilities:

1 unchanged sentence

Accrued interest and expenses – related parties

Convertible notes payable

Lease liability, current portion

Secured convertible debenture – related party

Secured convertible debenture(s) – related party(ies)

Current liabilities associated with discontinued operations

2 unchanged sentences

Lease liability, long term portion

Secured convertible debenture – related party, net of unamortized debt discount of $ 0 and $ 535,784 , respectively

Secured convertible debenture – related party, net of unamortized debt discount

SBA/PPP loans payable

17 unchanged sentences

7,630 and 7,880 shares issued and outstanding, respectively

Preferred stock, value

Common stock;

6 unchanged sentences

( 47,309,849 )

Non-controlling interest

Total stockholders’ equity (deficit)

6 unchanged sentences

Cryptocurrency mining

Total revenue

Operating costs and expenses:

Cryptocurrency mining costs

eCommerce costs

Depreciation and amortization

7 unchanged sentences

Other income (expense):

Realized loss on sale of cryptocurrency

Impairment of fixed assets

( 5,231,752 )

Loss on sale of investment

PPP loan forgiveness

2 unchanged sentences

Total other income (expense)

( 5,794,243 )

Loss from operations before provision for income taxes

23 unchanged sentences

and Subsidiaries

Statement of Stockholders’ Equity

Statement of Stockholders’ Equity (Deficit)

the Years Ended December 31, 2022 and 2021

value $0.0001

Preferred Stock

5 unchanged sentences

value $0.0001

Non-controlling

Stockholders’

1 unchanged sentence

$ ( 47,309,849 ) -

Warrants issued for services

Exercise of Warrants

Replacement warrants issued

Exercise of stock options

Issuance of common stock for services

Recission of common stock issued for services

Issuance of common stock for investment

Issuance of series A preferred stock to settle compensation

Issuance of series B preferred stock to settle liabilities

of common stock, net

Conversion of series A preferred stock to common

Conversion of series B preferred stock to common

Conversion of series C preferred stock to common

Conversion of secured convertible debentures to common

Settlement to exchange warrant shares for convertible

Dividend on Series A preferred stock

Dividend on Series B preferred stock

( 13,418,814 ) -

Stock based compensation

Cancellation of preferred stock

Issuance of series A preferred

stock to settle

accrued liabilities

Dividend on Series A preferred

( 13,418,814 )

Balance, December 31, 2022

$ ( 60,728,664 ) -

$ ( 6,525,059 )

notes to consolidated financial statements.

Road Miners, Inc.

and Subsidiaries

Statement of Stockholders’ Equity

the Years Ended December 31, 2022 and 2021 (Continued)

Preferred Stock

value $0.0001

Preferred Stock

value $0.0001

Preferred Stock

value $0.0001

Non-controlling

Stockholders’

Balance, December 31, 2020

4 unchanged sentences

Exercise of stock options

Issuance of series A preferred

stock to settle accrued

Issuance of series A preferred stock to settle accrued

liabilities and compensation

Issuance of common stock and

warrants, net

Issuance of series B preferred

stock and warrants, net

Issuance of series C preferred

stock and warrants, net

Conversion of series A preferred

stock to common

Conversion of series B preferred

stock to common

Dividend on Series A preferred

Dividend on Series B preferred

Write-off of non-controlling

Issuance of common stock and warrants, net

Issuance of series B preferred stock and warrants,

Issuance of series C preferred stock and warrants,

Conversion of series A preferred stock to common

Conversion of series B preferred stock to common

Dividend on Series A preferred stock

Dividend on Series B preferred stock

Write-off of non-controlling interest

( 17,270,703 )

17 unchanged sentences

Impairment of cryptocurrency

Impairment of fixed assets

Realized loss on sale of cryptocurrency

Loss on sale of investment

PPP loan forgiveness

2 unchanged sentences

Prepaid expenses

Receivable from sale of investment

Cryptocurrency, net of mining fees

10 unchanged sentences

Cash flow from investing activities:

Purchase of intangibles

Deposits on mining equipment

Proceeds from sale of cryptocurrency

Purchase of investment

Proceeds from sale of investment

Deposits on mining equipment, net

( 7,613,230 )

1 unchanged sentence

( 5,295,478 )

( 2,315,496 )

Net cash used in investing activities

( 1,815,520 )

( 9,928,726 )

Cash flow from financing activities:

3 unchanged sentences

Proceeds from the exercise of stock options

Proceeds from SBA/PPP loans payable

Proceeds from the exercise of warrants

Proceeds from (payments to) SBA/PPP loans payable

Proceeds from note payable

Proceeds from the sale of discontinued operations

Net cash provided by financing activities

Net increase in cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

( 2,538,830 )

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

notes to consolidated financial statements.

Road Miners, Inc.

and Subsidiaries

Statements of Cash Flows (Continued)

Supplemental disclosures of cash flow information:

3 unchanged sentences

Issuance of series A preferred stock to settle accrued liabilities and compensation

Issuance of series B preferred stock to settle accrued liabilities

Dividends on preferred stock

Right of use assets obtained in exchange for lease obligations

Issuance of common stock for investment

Conversion of preferred stock to common stock

Conversion of secured convertible debentures to common stock

Settlement to exchange warrant shares for convertible note

notes to consolidated financial statements.

8 unchanged sentences

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 (known collectively as “legacy operations”).

All legacy operations were discontinued during 2021.

The Company operates an eCommerce site selling pop culture memorabilia and will

evaluate whether to continue the eCommerce operations in 2022.

August 6, 2021, we entered into an Asset Purchase Agreement (the “Agreement”) with Informa Pop Culture Events, Inc., a Delaware

corporation (“Informa”).

Pursuant to the 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.

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”).

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.

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 .

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.

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.

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.

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”).

Cryptocurrency

currently generate substantially all our revenue through cryptocurrency we earn through our mining activities, which we may strategically

hold or sell at beneficial prices and times.

We currently mine and hold Bitcoin exclusively and do not have the intention of mining any

other cryptocurrencies in the near future.

While we plan to hold our mined Bitcoin until the next halving event (expected to occur around

March 2024), we may sell the Bitcoin we mine as necessary for operations or as dictated by market conditions.

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 (“mining pool(s)”) that pool the resources of groups

of miners and split cryptocurrency rewards earned according to the “hashing” capacity each miner contributes to the mining

of the miners we operate 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.

In October 2021 we put 156 Bitmain S19J Pro miners into production, and added another 84 into production

in December 2021.

As of December 31, 2021, we had 240 miners with 24 Ph/s of hashing capacity in production, and had deposits for an

additional 1,140 miners with 135.3 Ph/s hashing capacity to be delivered in 2022 as follows:

Bitmain S19 (90 Th/s per miner, total 24.3 Ph/s hashing capacity) delivery expected March 2022

Bitmain S19J Pro (100 Th/s per miner, total 27 Ph/s hashing capacity) delivery expected May 2022

Bitmain S19XP (140 Th/s per miner, total 84 Ph/s hashing capacity) delivery expected July through December 2022

the delivery of the miners above we will have a total of 1,380 miners with 159.3 Ph/s of hashing capacity.

purchase commitment for these new miners totals approximately $ 11.5 million, including $ 7,089,000 paid as deposits during the year ending

2021, and the remaining $ 4.4 million due to be paid monthly from the proceeds of the sale of earned Bitcoin during the year

ending December 31, 2022 or, if necessary or advisable, with earned Bitcoin to the extent that if the vendor accepts Bitcoin as a form

of payment or from additional capital raising, which may be debt or equity, or a combination thereof pursuant to a private or public

offering, with the last payment scheduled to occur on November 10, 2022.

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.

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.

Our mining operations commenced on October 24,

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.

Since June 30,

2022 the Company is neither receiving meaningful cryptocurrency awards nor generating meaningful revenue from cryptocurrency mining.

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

As of December 31, 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.

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

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

As of December 31, 2022, the Company has made payments of $ 3,969,000 (classified as deposits on mining equipment) to Bitmain

pursuant to the Bitmain Agreement, and the remaining amount due under the Bitmain Agreement is $ 47,600 and presented in the table below:

of Market Price of Miners

July 2022 batch (100 miners)

August 2022 batch (100 miners)

September 2022 batch (100 miners)

October 2022 batch (100 miners)

November 2022 batch (100 miners)

December 2022 batch (100 miners)

Estimated total amount due

Payments made

Remaining amount due

of December 31, 2022, all 600 miners purchased from Bitmain have not been delivered to the Company, and will remain undelivered until

all fees are paid to ship the miners from the Bitmain facility to the Company.

Company measures its operations by the number and U.S.

4 unchanged sentences

Quantity of Bitcoin

Balance September 30, 2021

Revenue recognized from cryptocurrency mined

Mining pool operating fees

Impairment of cryptocurrencies

Balance December 31, 2021

2 unchanged sentences

Impairment of cryptocurrencies

Balance March 31, 2022

Revenue recognized from cryptocurrency mined

Mining pool operating fees

Proceeds from the sale of cryptocurrency

Realized loss on the sale of cryptocurrency

Impairment of cryptocurrencies

Balance June 30, 2022 (1)

Revenue recognized from cryptocurrency mined

Mining pool operating fees

Impairment of cryptocurrencies

Balance September 30, 2022 (1)

Balance beginning

Revenue recognized from cryptocurrency mined

Mining pool operating fees

Proceeds from the sale of cryptocurrency

Realized gain on the sale of cryptocurrency

Realized gain (loss) on the sale of cryptocurrency

Balance December 31, 2022 (1)

Balance ending

June 30, 2022 the Company is neither receiving meaningful cryptocurrency awards nor generating

meaningful revenue from cryptocurrency mining.

Affecting Profitability

20 unchanged sentences

in prices in advance of, or following, a future halving is unknown.

we currently plan to hold our mined Bitcoin until the next halving event, we may use or sell our Bitcoin as necessary for operations

or as dictated by market conditions.

have historically mined and held Bitcoin exclusively, which we may sell to fund our operating and capital expenditures.

June 30, 2022 the Company is neither receiving meaningful cryptocurrency awards nor generating meaningful revenue from cryptocurrency

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 December 31, 2022 the market price of Bitcoin was $ 16,547 , which reflects a decrease of approximately

60% since the beginning of 2022, and of approximately 75% 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

during 2022 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

Cryptocurrency

14 unchanged sentences

For additional discussion regarding our belief about the potential risks existing and future regulation pose to

our business, see the Section entitled “Risk Factors” herein.

our business, see the Section entitled “Risk Factors”.

of Presentation

7 unchanged sentences

for the years ended December 2022 and 2021, respectively.

On December 31, 2021, we had cash and cash equivalents of approximately

$ 2.7 million and working capital of approximately $ 4.8 million.

We have evaluated the significance of these conditions in relation to

our ability to meet our obligations, which had previously raised doubts about the Company’s ability to continue as a going concern.

However, the Company believes that the effects of the sale of its legacy operations during 2021, and the entrance into cryptocurrency

mining operations that began in October 2021, will guide the Company in a positive direction as we continue to strive to attain profitability.

Additionally,

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

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

both internal and external sources.

However, although there have been recent external source financings, there is no absolute certainty

that any such external source or related-party financing can be obtained in the future.

Therefore, the accompanying consolidated financial

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

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

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

While the Company believes

in the viability of management’s strategy to obtain debt and/or equity financing, generate sufficient revenue, and control costs,

there can be no assurances to that effect.

The Company’s ability to continue as a going concern is dependent upon the ability to

obtain debt and/or equity financing, generate sufficient revenues, and to control operating expenses.

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 December 31, 2022, we had cash and cash equivalents of $ 246,358 , a working capital deficit of approximately $ 8.1

million, and an accumulated deficit of approximately $ 61 million.

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.

The Company may be able to 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.

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.

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.

Summary of Significant Accounting Policies

6 unchanged sentences

Name of consolidated subsidiary or entity

State or other jurisdiction of

incorporation or organization

Date of incorporation or formation (date of acquisition, if applicable)

State or other jurisdiction

of incorporation or organization

Date of incorporation or formation (date of acquisition,

if applicable)

Creek Road Miners Corp.

4 unchanged sentences

California, U.S.A.

ButtaFyngas, LLC (discontinued operations)

Creek Road Merger Sub, LLC

Delaware, U.S.A.

April 10, 2015

Non–controlling

interest represents the minority equity investment in the Company’s subsidiaries, plus the minority investors’ share of the

net operating results and other components of equity relating to the non–controlling interest.

As of December 31, 2021 and 2020,

the aggregate non-controlling interest in ButtaFyngas, LLC was $ 0 , and ($ 12,498 ) , respectively.

The non-controlling interest is separately

disclosed on the Consolidated Balance Sheet.

As of December 31, 2021, ButtaFyngas, LLC ceased operations, and was in the process

of dissolution.

October 4, 2022

preparation of financial statements in conformity with U.S.

92 unchanged sentences

loss is recognized to write down the asset to its estimated fair value.

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.

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.

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.

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.

leases consist of leaseholds on office space.

12 unchanged sentences

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.

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.

are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration

33 unchanged sentences

Cryptocurrency

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.

Company’s cryptocurrency mining costs consist primarily of direct costs of earning Bitcoin related to mining operations,

including mining pool fees, fuel and 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.

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

2 unchanged sentences

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

Company periodically issues stock options, warrants and restricted stock to employees and non-employees for services, in capital

raising transactions, and for financing costs.

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

15 unchanged sentences

Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

August 6, 2021, the Company entered into an Asset Purchase Agreement (the “Agreement”) with Informa Pop Culture Events, Inc.,

a Delaware corporation (“Informa”).

Pursuant to the 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.

August 6, 2021, the Company entered into 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.

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 .

addition, the Company operated an eCommerce site selling pop culture memorabilia that was discontinued on June 30, 2022.

related assets and liabilities associated with the discontinued operations in our consolidated balance sheets for the years ending December

18 unchanged sentences

of Anti-dilutive Securities Excluded from Earnings Per Share

Dilutive Security

Value Per Share (1)

Value or Stated Value

Potentially Dilutive Security

Stated Value Per Share (1)

Total Value or Stated Value

Conversion Price (1)

Resulting Common

Common stock options

4 unchanged sentences

Series B preferred stock warrants

Secured convertible debentures

– related parties

of December 31, 2021

Secured convertible debentures – related parties

Convertible notes payable

As of December 31, 2022

Company follows ASC 850-10, Related Parties, for the identification of related parties and disclosure of related party transactions.

21 unchanged sentences

Deposits on Mining Equipment

the year ended December 31, 2021, the Company entered into purchase agreements with mining equipment suppliers for the acquisition of

the mining equipment to be shipped and delivered during 2022 as presented below: