What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-03-31 compared with 2022-03-31 · 259 added, 391 removed, 375 unchanged (63% of the section changed)

73 unchanged sentences

Other Information

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

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

The issuance of replacement warrants has the

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

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

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

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

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

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

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

Dilution to equity

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

On March 30, 2023, the Company and the holder of the Company’s

convertible promissory note in the principal amount of $500,000 entered into an amendment pursuant to which the maturity date of the note

was extended to the earlier of May 31, 2023, or the closing of the Merger.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

2 unchanged sentences

of Appointment

and Chief Executive Officer, and Director

and Chief Executive Officer

Operating Officer and General Counsel

Financial Officer

Breen (1) (3)

Boyce (1) (2) (4)

of Audit Committee, and Compensation Committee

of the Compensation Committee

of the Audit Committee

of the Nominating and Governance Committee

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

3 unchanged sentences

Kessler was again appointed Executive Chairman of the Company.

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

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

In addition, Mr.

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

Maatta also serves as a consultant to the Company.

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.

of Audit Committee and Compensation Committee

Kessler – Executive Chairman

12 unchanged sentences

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

Kaufman - President and Chief Executive Officer, and Director

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

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

equity securities.

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

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

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

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

Previously, Mr.

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

Midsummer Capital manages a group of

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

to Midsummer, Mr.

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

Kaufman received both a BA and a EMBA from Columbia

The Board believes Mr.

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

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

Sheikh – Chief Operating Officer and General Counsel

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

His expertise ranges

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

cryptocurrency mining operations.

He was admitted to the State

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

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

Urban – Chief Financial Officer

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

Urban has previously served in numerous senior management

positions, including:

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

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

and Treasurer for Infotrieve from 2000 to 2004.

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

as an internal auditor.

He holds a B.S.

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

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

Maatta – Director

Maatta – Director and Chief Executive Officer

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

17 unchanged sentences

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

Sheikh – Chief Operating Officer and General Counsel

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

His expertise ranges

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

cryptocurrency mining operations.

He was admitted to the State

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

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

Breen - Director

8 unchanged sentences

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

Boyce - Director

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

He is also founding

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

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

an independent oil company.

Boyce began his career as a

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

Boyce transferred

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

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

also worked for both Conquest Exploration Inc.

and Hunt Oil Company.

Boyce transferred to Dallas, Texas where he served

as the Chief Geophysicist for Hunt Oil Company.

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

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

Boyce started his independent

consulting career.

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

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

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

negotiations;

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

growth of the Company.

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

1 unchanged sentence

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

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

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

applicable NASDAQ rules.

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

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

board of directors consists of three persons, one of whom, Mr.

Breen, is “independent” as defined under the applicable NASDAQ

Kessler is a significant shareholder of the Company, and Mr.

Maatta is an executive officer of the Company, neither is independent.

Audit Committee was created on March 17, 2013.

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

serves as Chairman, and Mr.

Currently, the Audit Committee is comprised of Mr.

Breen who is the Chairman and an independent

The Audit Committee’s functions include:

selecting our independent registered public accountants;

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

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

and recommending,

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

The Company does not have an audit committee financial

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

The Company retained outside

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

Committee did not hold a meeting in 2021.

reviewing the results

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

reviewing our financial statements

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

and recommending, establishing and monitoring

the Company’s disclosure controls and procedures.

The Company does not have an audit committee financial expert serving on its

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

Compensation Committee was created on March 17, 2013.

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

Boyce, who serves as the Chairman, and Mr.

The Compensation Committee is responsible for establishing and administering our

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

of all employee and consultant compensation and benefit plans.

The Compensation Committee did not hold a meeting in 2021.

Currently, the Compensation Committee is comprised of Mr.

Breen who is the Chairman

and an independent Director.

The Compensation Committee is responsible for establishing and administering our policies involving the

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

and consultant compensation and benefit plans.

and Corporate Governance Committee

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

Currently, Mr.

Boyce serves as the sole member of the Nominating

and Corporate Governance Committee.

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

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

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

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

The Nominating and Corporate Governance Committee reviews

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

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

of the Board and management.

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

28 unchanged sentences

of Executive Officers for Fiscal Years Ended December 31, 2022 and 2021

and Principal Position

Executive Chairman

Name and Principal Position

Kessler, Executive Chairman

6,700,480 (1)(2)

Kaufman, President

and Chief Executive

Maatta, President and Chief

Executive Officer, and Director

Scott Sheikh, Chief Operating Officer and

General Counsel

2,231,250 (7)

Officer, and Director

Maatta, Former President

Kaufman, Former President and Chief

Executive Officer, and Director

Scott Sheikh, Chief Operating

6,964,563 (1)(3)

General Counsel

Urban, Chief Financial

Urban, Former Chief Financial Officer

2,231,250 (7)

Heidi Bowman, Former Chief

the grant date fair value of options granted on December 1, 2021, to purchase 2,625,000 shares of the Company’s common

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

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

Heidi Bowman, Former Chief Financial

(1) Represents

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

of the Company’s common stock with an exercise price of $2.65 per share, a term of

5 years, and a shall vest upon a volume weighted average price (“VWAP”) of the

Company’s common stock reaching the following targets:

at such time as there is a VWAP

equal to $2.50 of the Company’s common stock when computed over 30 consecutive trading

days, 25% shall vest;

at such time as there is a VWAP equal to $3.00 of the Company’s

common stock when computed over 30 consecutive trading days, 25% shall vest;

at such time as there is a VWAP equal to $3.00 of the

Company’s common stock when computed over 30 consecutive trading days, 25% shall vest;

at such time as there is a VWAP equal

to $3.50 of the Company’s common stock when computed over 30 consecutive trading days, 25% shall vest;

and at such time as

there is a VWAP equal to $4.00 of the Company’s common stock when computed over 30 consecutive trading days, 25% shall vest.

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

Kessler under his employment agreement

from December 23, 2021 through December 31, 2021.

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

Kaufman under his employment

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

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

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

and structuring investment transactions paid on September 7, 2021.

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

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

the grant date fair value of options granted on December 1, 2021, to purchase 875,000 shares of the Company’s common

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

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

as there is a VWAP equal to $3.50 of the Company’s common stock when computed over

30 consecutive trading days, 25% shall vest;

and at such time as there is a VWAP equal to

$4.00 of the Company’s common stock when computed over 30 consecutive trading days,

25% shall vest.

These options were cancelled by the option holder during the year ended December

(2) Represents

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

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

(3) Represents

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

Kaufman under his employment agreement from November 24, 2020 through December 31,

2021, and the grant date fair value of 37,500 options granted on August 3, 2020, to purchase

the Company’s common stock with an exercise price of $0.25 per share, as amended, and

a term of 5 years.

(4) Represents

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

efforts and diligence in negotiating and structuring investment transactions paid on September

(5) Represents

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

compensation.

(6) Consulting

(7) Represents

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

of the Company’s common stock with an exercise price of $2.65 per share, a term of

5 years, and a shall vest upon a volume weighted average price (“VWAP”) of the

Company’s common stock reaching the following targets:

at such time as there is a VWAP

equal to $2.50 of the Company’s common stock when computed over 30 consecutive trading

days, 25% shall vest;

at such time as there is a VWAP equal to $3.00 of the Company’s

common stock when computed over 30 consecutive trading days, 25% shall vest;

at such time as there is a VWAP equal to $3.00 of the

Company’s common stock when computed over 30 consecutive trading days, 25% shall vest;

at such time as there is a VWAP equal

to $3.50 of the Company’s common stock when computed over 30 consecutive trading days, 25% shall vest;

and at such time as

there is a VWAP equal to $4.00 of the Company’s common stock when computed over 30 consecutive trading days, 25% shall vest.

Kessler – Executive Chairman

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

The agreement has a term of two years, subject

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

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

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

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

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

Kessler is eligible to receive a discretionary annual

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

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

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

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

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

and warrants.

The agreement also contains provisions that prohibit Mr.

Kessler from soliciting our employees, and competing with the

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

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

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

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

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

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

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

of executive’s base salary and target bonus opportunity.

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

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

shall be entitled to receive:

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

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

Kaufman - President and Chief Executive Officer, and Director

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

The agreement has a term of two years,

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

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

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

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

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

Kaufman is eligible to receive a discretionary

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

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

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

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

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

and warrants.

The agreement also contains provisions that prohibit Mr.

Kaufman from soliciting our employees, and competing with the

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

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

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

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

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

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

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

of executive’s base salary and target bonus opportunity.

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

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

shall be entitled to receive:

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

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

Sheikh – Chief Operating Officer and General Counsel

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

Sheik, effective as of October 1, 2021.

The agreement

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

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

Sheikh will receive an

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

of Company onto a national stock exchange.

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

Series A Preferred Stock delivered on January 1, 2022.

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

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

Sheikh is eligible to receive a

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

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

The agreement also contains provisions that prohibit Mr.

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

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

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

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

of the date of death or total disability.

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

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

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

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

Urban – Chief Financial Officer

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

Urban, effective as of October 1, 2021.

The agreement

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

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

Urban will receive an annual

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

onto a national stock exchange.

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

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

The agreement also contains provisions that prohibit Mr.

Urban from soliciting our employees during his employment with us and

for 6 months afterward.

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

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

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

of the date of death or total disability.

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

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

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

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

as there is a VWAP equal to $3.50 of the Company’s common stock when computed over

30 consecutive trading days, 25% shall vest;

and at such time as there is a VWAP equal to

$4.00 of the Company’s common stock when computed over 30 consecutive trading days,

25% shall vest.

These options were cancelled by the option holder during the year ended December

(8) Represents

16,632 shares of Series A preferred stock for settlement of $166,320 of compensation payable

Kessler under his employment agreement for the year ended December 31, 2022.

(9) Represents

13,333 shares of Series A preferred stock for settlement of $133,330 of compensation payable

Maatta under his employment agreement for the year ended December 31, 2022.

(10) Represents

15,258 shares of Series A preferred stock for settlement of $152,580 of compensation payable

Sheikh under his employment agreement for the year ended December 31, 2022.

(11) Represents

6,972 shares of Series A preferred stock for settlement of $69,720 of compensation payable

Kaufman under his employment agreement for the year ended December 31, 2022.

(12) Represents

685 shares of Series A preferred stock for settlement of $6,850 of compensation payable to

Urban under his employment agreement for the year ended December 31, 2022.

Equity at Fiscal Year Ended December 31, 2022

4 unchanged sentences

options/warrants

exercisable (#)

unexercisable (#)

3 unchanged sentences

6,760,714 (1)

7,184,192 (1)

Michael Breen (4)

Greg Suess (6)

(former Director)

7,184,192 (1)

(former Director)

details see Item 11.

Executive Compensation.

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

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

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

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

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

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

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

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

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

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

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

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

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

(2) Outstanding

equity awards as of December 31, 2022 consists of options to purchase 120,000 shares of common

stock at an exercise price of $0.25 per share.

(3) Represents

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

of the Company’s common stock with an exercise price of $1.50 per share, and a term

(4) Outstanding

equity awards as of December 31, 2022, consists of options to purchase 67,500 shares of common

stock at an exercise price of $0.25 per share.

(5) Outstanding

equity awards as of December 31, 2022, consists of options to purchase 37,500 shares of common

stock at an exercise price of $0.25 per share.

(6) Represents

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

of the Company’s common stock with an exercise price of $1.50 per share, a term of

5 years, and vesting as follows:

20% upon execution of the Services Agreement;

3 unchanged sentences

and 20% on October 20, 2022.

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

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

are provided a monthly retainer of $750 per month.

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

non-employee Directors;

(7) Non-employee

Directors are compensated for their participation in meetings of the Board of Directors and

its committees, in the amount of (i) $1,000 for in person meeting, and $250 - $500 per telephonic

meeting, depending on the length of the telephonic meeting, and (ii) are provided a monthly

retainer of $750 per month.

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

was paid to non-employee Directors;

rather such compensation remained accrued and unpaid.

The Company may issue stock to non-employee Directors

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

The Company may issue stock to non-employee Directors in place and stead of cash compensation

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

(8) Outstanding

equity awards as of December 31, 2022, consists of options to purchase 15,000 shares of common

stock at an exercise price of $0.25 per share.

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

7 unchanged sentences

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

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

Applicable percentage ownership

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

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

Name and Address

of Beneficial Owner

than 5% Shareholder:

Investment Fund, Ltd.

of each director and officer is c/o Creek Road Miners, Inc., 35 E Horizon Ridge Pkwy, Suite 110-502, Henderson, Nevada 89002.

percentage ownership in the following table is based on 12,246,036 shares of common stock outstanding as of March 31, 2023 plus, for

each person, any securities that person has the right to acquire within 60 days of March 31, 2023.

Name and Address of Beneficial Owner

Greater than 5% Shareholder:

Bristol Investment Fund, Ltd.

555 Marin Street, Suite 140

Oaks, CA 91360

2019 Fund LP (2)

Thousand Oaks, CA 91360

Barlock 2019 Fund LP (2)

2700 Homestead Road

City, UT 84098

Park City, UT 84098

Leviston Resources, LLC (3)

1 unchanged sentence

New York, NY 10017

and Executive Officers:

Directors and Executive Officers:

Scott Sheikh (5)

Michael Breen (6)

All Directors and Executive Officers as a group

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

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

All Directors and Executive Officers as a group (4 persons)

Kessler exercises voting and investment power over the shares held by Bristol Investment

Fund, Ltd., Bristol Capital, LLC, Bristol Capital Advisors Profit Sharing Plan, as well as

the shares owned my Mr.

Kessler himself.

Includes 2,589,986 shares of common stock

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

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

warrants held by Bristol Investment

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

24,450 shares of common stock held

by Bristol Capital, LLC;

Includes 2,589,986 shares of common stock as indicated

on the most recent 13D filing, and 14,267,714 shares of common stock issuable upon the conversion

of the $2,496,850 secured convertible debenture held by Bristol Investment Fund, Ltd., at

a conversion price to $0.175;

warrants held by Bristol Investment Fund, Ltd.

to acquire 10,000,000

shares of Common Stock at an exercise price of $0.175 per share;

24,450 shares of common

stock held by Bristol Capital, LLC;

3,935 shares of common stock held by Mr.

Kessler’s IRA;

39,350 shares of common stock held by Bristol

Capital Advisors Profit Sharing Plan;

39,350 shares of common stock held by Bristol Capital Advisors Profit Sharing Plan;

options held by Mr.

1 unchanged sentence

of $0.25 per share;

options held by Mr.

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

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

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

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

as well as the shares owned my Mr.

and 6,810,290 shares of common stock issuable upon the conversion of

119,180 shares of Series A preferred stock held by Mr.

Kessler, convertible by dividing the

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

Kaufman exercises voting and investment power over the shares held by Barlock 2019 Fund

LP, and Barlock Capital Management, LLC, as well as the shares owned my Mr.

Kaufman himself.

1 unchanged sentence

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

warrants held by Barlock Capital Management, LLC to acquire 4,285,517 shares of Common Stock

at an exercise price of $0.175 per share;

options held by Mr.

Kaufman to acquire 37,500 shares

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

and 909,829 shares of common stock

issuable upon the conversion of 15,922 shares of Series A preferred stock held by Mr.

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

A Conversion Price, currently $0.175.

530,00 shares of common stock as indicated on the most recent 13G filing, and 3,107,808 shares

of common stock issuable upon the conversion of Series B preferred stock, convertible by

dividing the stated value per share, currently $1080 per share, by the Series B Conversion

Price, currently $0.50;

and warrants to acquire 10,000 shares of Series B preferred stock

at an exercise price of $1,000 per share, resulting in 21,600,000 shares of common stock

issuable upon the conversion of 1,000 shares of Series B preferred stock, convertible by

dividing the stated value per share, currently $1,080, by the Series B Conversion Price,

currently $0.50.

60,000 shares of common stock;

6,154,343 shares of common stock issuable upon the conversion

of 107,107 shares of Series A preferred stock, convertible by dividing the stated value per

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

to acquire 120,000 shares of common stock at an exercise price of $0.25 per share.

options held by Mr.

Kaufman to acquire 37,500

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

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

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

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

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

Excludes warrants held by Barlock Capital Management, LLC to acquire

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

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

of Series B preferred stock, if and when converted.

Excludes the following securities subject to a contractually stipulated 9.99%

ownership restriction:

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

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

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

and warrants to acquire 10,000 shares of Series

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

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

B Conversion Price, currently $1.50.

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

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

and options to acquire 437,500

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

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

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

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

and options to acquire 120,000

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

price of $1.50 per share.

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

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

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

721,866 shares of common stock issuable upon the conversion of 12,633 shares of Series A

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

by the Series A Conversion Price, currently $0.175

10,000 shares of common stock, and options to acquire 67,500 shares of common stock at an

exercise price of $0.25 per share.

Compensation Plan Information

14 unchanged sentences

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

of securities

future issuance

of securities to be

upon exercise of

in column (a))

2021 Incentive

Stock Award Plan

Plan category

Number of securities to be issued upon exercise

of outstanding options, warrants and rights

Weighted average exercise price of

outstanding options, warrants and rights

Number of securities remaining available for

future issuance under equity compensation plans (excluding securities reflected in column (a))

2021 Incentive Stock Award Plan

Certain Relationships and Related Transactions, and Director Independence

Related Party Transactions, to the consolidated financial statements.

board of directors currently consists of five members:

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

of directors has determined that Mr.

Breen and Mr.

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

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

Breen and Mr.

Boyce are each members of the Audit

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

The common stock of the Company

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

board of directors currently consists of three members:

Kessler (Executive Chairman), Maatta, and Breen.

Our board of directors

has determined that Mr.

Breen is an independent director as that term is defined in the applicable NASDAQ rules as well as the SEC rules

governing the independence of audit committee members.

Breen is a member of the Audit Committee and Compensation Committee of our

board of directors.

The common stock of the Company is currently quoted on the OTCQB, which currently does not have director independence

requirements.

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

42 unchanged sentences

and (b) Exhibits

Certificate of Incorporation of GoEnergy, Inc.

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

Agreement and Plan of Merger, dated October 24, 2022, by and among Creek Road Miners, Inc., Creek Road Merger Sub, LLC and Prairie Operating Co., LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 25, 2022).

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).

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

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

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

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

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

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

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

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

First Amendment to the Bylaws of Wizard World, Inc.

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

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

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).

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).

Certificate of Designation and Restatement of Rights, Preferences and Restrictions of Series A Preferred Stock (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on November 30, 2022.)

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

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

First Amendment to the Bylaws of Wizard World, Inc.

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

Description of Company’s securities.

29 unchanged sentences

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

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

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

10 unchanged sentences

and Alan Urban (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on December 23, 2021).

Employment Agreement between Creek Road Miners, Inc.

Maatta, entered into as of May 1, 2022 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 15, 2022).

Amendment to Employment Agreement between Creek Road Miners, Inc.

Maatta, dated July 7, 2022 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on August 15, 2022).

Second Amendment to Amended and Restated Employment Agreement between Creek Road Miners, Inc.

Kessler, dated July 7, 2022 (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on August 15, 2022).

Second Amendment to Amended and Restated Employment Agreement between Creek Road Miners, Inc.

and Scott Kaufman, dated July 8, 2022 (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on August 15, 2022).

Amendment to Employment Agreement between Creek Road Miners, Inc.

Sheikh, dated July 7, 2022 (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on August 15, 2022).

Amendment to Employment Agreement between Creek Road Miners, Inc.

and Alan Urban, dated July 28, 2022 (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed on August 15, 2022).

Contract with CDMG, Inc.

8 unchanged sentences

Terms and Conditions of Braiins Mining Limited (incorporated by reference to Exhibit 10.32 to the Company’s Registration Statement on Form S-1 filed on March 11, 2022).

Binding Memorandum of Understanding between Creek Road Miners, Inc.

and Highway Energy Partners, Inc.

dated as of May 28, 2022.

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, 2022).

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, 2022).

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 15, 2022).

Purchase and Sale Agreement, dated October 24, 2022, by and between Exok, Inc.

and Prairie Operating Co., LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 25, 2022).

Form of Stockholders Agreement, by and among Creek Road Miners, Inc., Bristol Capital Advisors, LLC, Paul Kessler, Edward Kovalik and Gary Hanna (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 25, 2022).

Form of Lock-Up Agreement, by and between Creek Road Miners, Inc., and certain directors and officers of Creek Road Miners, Inc., Edward Kovalik and Gary Hanna (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on October 25, 2022).

Form of Support Agreement, by and between Creek Road Miners, Inc.

and certain stockholders (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on October 25, 2022).

List of Subsidiaries (incorporated herein by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed with the SEC on April 17, 2017).

7 unchanged sentences

1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

Instance Document

Taxonomy Extension Schema

Taxonomy Extension Calculation Linkbase

XBRL Instance Document

XBRL Taxonomy Extension Schema

XBRL Taxonomy Extension Calculation Linkbase

XBRL Taxonomy Extension Definition Linkbase

Taxonomy Extension Label Linkbase

Taxonomy Extension Presentation Linkbase

XBRL Taxonomy Extension Label Linkbase

XBRL Taxonomy Extension Presentation Linkbase

Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

11 unchanged sentences

and Chief Executive Officer

Executive Officer)

March 31, 2022

Financial Officer

Financial and Accounting Officer)

Executive Officer and Principal Financial and Accounting Officer)

ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Scott D.

8 unchanged sentences

registrant and in the capacities and on the dates indicated.

Executive Officer (Principal Executive Officer), President and Director

Financial Officer (Principal Financial

Accounting Officer)

Executive Officer and Interim Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer),

President and Director

Michael Breen

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures