Prairie Operating Co. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. For purposes of this section, the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2022, the end of the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that: (i) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Management evaluated the effectiveness of our internal control over financial reporting as of December 31, 2022, using the framework set forth in the report of the Treadway Commission’s Committee of Sponsoring Organizations (“COSO”), “2013 Internal Control - Integrated Framework.” Based upon that evaluation, management believes our internal control over financial reporting was effective as of December 31, 2022. 33 Inherent Limitations on the Effectiveness of Controls Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control systems are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in a cost-effective control system, no evaluation of internal control over financial reporting can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been or will be detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Changes in Internal Controls Over Financial Reporting Management has evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, whether any changes in our internal control over financial reporting that occurred during our last fiscal year have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on the evaluation we conducted, management has concluded that no such changes have occurred. Item 9B. Other Information On March 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 34 PART III Item 10. Directors, Executive Officers and Corporate Governance The following table sets forth the name, age, position, and date of appointment of each of our directors and executive officers as of March 31, 2023: Name Age Position Date of Appointment Paul L. Kessler 62 Executive Chairman March 17, 2013 (1) John D. Maatta 71 Director and Chief Executive Officer May 25, 2011 (2) Scott Sheikh 41 Chief Operating Officer and General Counsel December 23, 2021 Michael Breen (3) 60 Director March 29, 2017 (1) Mr. Kessler served as Executive Chairman of the Company from December 29, 2016, through November 24, 2020, when Mr. Kessler resigned his position, but continued to serve as member of the Board of Directors. On December 1, 2021, Mr. Kessler was again appointed Executive Chairman of the Company. (2) Mr. 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 22, 2016. In addition, Mr. Maatta served as the Company’s President and Chief Executive Officer from May 3, 2016 through November 24, 2020, as co-Chief Executive Officer from May 12, 2022 through July 8, 2022, and again as Chief Executive Officer beginning on July 9, 2022. (3) Chairman of Audit Committee and Compensation Committee Paul L. Kessler – Executive Chairman Mr. Kessler combines over 30 years of experience as an investor, financier and venture capitalist. In 2000, Mr. Kessler founded Bristol Capital Advisors, LLC, a Los Angeles based investment advisor, where he has served as the Principal and Portfolio Manager from 2000 through the present. Mr. Kessler has broad experience in operating, financing, capital formation, negotiating, structuring and re-structuring investment transactions. He is involved in all aspects of the investment process including identification and engagement of portfolio companies. His investment experience encompasses both public and private companies. Mr. Kessler has actively worked with executives and boards of companies on corporate governance and oversight, strategic repositioning and alignment of interests with shareholders. The Board believes Mr. Kessler’s extensive experience make him uniquely qualified to serve as a director, and his extensive experience in matters including capital formation, corporate finance, investment banking, operations, corporate governance, as well as his understanding of capital markets, will provide a significant contribution to the growth of the Company. John D. Maatta – Director and Chief Executive Officer Mr. Maatta served as EVP of The CW Television Network, prior to which he was the Chief Operating Officer of The CW Network. From September 2005 through September 2006, Mr. Maatta served as the Chief Operating Officer of The WB, a Warner Bros. television network. While Chief Operating Officer at The WB, Mr. Maatta also served as The WB’s General Counsel. Mr. Maatta is currently a director of Trader Vic’s, Inc., a Polynesian-style restaurant chain, a position he has held since 1998. Formerly, Mr. Maatta was engaged in the practice of law, and received a Bachelor of Arts in Government from the University of San Francisco in 1974, and a Juris Doctorate from the University of California, Hastings College of the Law, in 1977. Between 2013 and 2016 Mr. Maatta served as the President of UNICEF for the Southern California region, and is a current member of the UNICEF Southern California Board and the Chairman of the UNICEF Chinese Children’s Initiative. Mr. Maatta is also a member of the Southern California Board of the Asia Society. The Board believes that Mr. Maatta’s experience extensive experience make him uniquely qualified to serve as a director. Scott Sheikh – Chief Operating Officer and General Counsel Mr. Sheikh has a background in logistics, emerging technologies (such as blockchain), crypto mining and cutting-edge law. His expertise ranges from the business and legal aspects of blockchain-based businesses and. cryptocurrency mining operations. He was admitted to the State Bar of California on July 3, 2007 and received his Juris Doctorate from the University of California, Hastings College of the Law in 2007. Prior, he studied Chemistry and History at the University of California, Los Angeles. 35 Michael Breen - Director Mr. Breen is an English qualified solicitor and was the Managing Director of the Sports and Entertainment Division of Bank Insinger de Beaufort N.V., a wealth management organization and part of the BNP Paribas Group, one of the world’s largest banks. In addition, Mr. Breen was an equity partner with the law firm Clyde & Co, where he specialized in all aspects of sports and entertainment law. Mr. Breen also has extensive experience in event-based entertainment, having been responsible for the legal documentation relating to the world-famous UK music awards known as the Brit Awards. Mr. Breen holds an Honours LLB degree in law from the University College of Wales, Aberystwyth. The Board believes Mr. Breen’s extensive experience make him uniquely qualified to serve as a director. Term of Office The term of office for directors is one year, or until his or her successor is duly elected and qualified. Family Relationships There are no family relationships between any of our officers and directors. Corporate Governance Director Independence Our board of directors consists of three persons, one of whom, Mr. Breen, is “independent” as defined under the applicable NASDAQ rules. Mr. Kessler is a significant shareholder of the Company, and Mr. Maatta is an executive officer of the Company, neither is independent. Audit Committee The Audit Committee was created on March 17, 2013. Currently, the Audit Committee is comprised of Mr. Breen who is the Chairman and an independent Director. The Audit Committee’s functions include: selecting our independent registered public accountants; reviewing the results and scope of the audit and other services provided by our independent registered public accountants; reviewing our financial statements for each interim period and for our year end and our internal financial and accounting controls; and recommending, establishing and monitoring the Company’s disclosure controls and procedures. The Company does not have an audit committee financial expert serving on its audit committee in light of its size and the need to control administrative costs. Compensation Committee The Compensation Committee was created on March 17, 2013. 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. Nominating and Corporate Governance Committee The Nominating and Corporate Governance Committee was created on March 13, 2014. 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. Code of Ethics Our board of directors has adopted a Code of Ethical Conduct that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. The code is available on our website, www.creekroadminers.com. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our officers, directors, and persons who own more than ten percent of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC and to furnish the Company with copies of all Section 16(a) forms they file. Our review of copies of the Section 16(a) reports filed to report transactions occurring during the fiscal year ended December 31, 2022 indicates that all filing requirements applicable to our officers, directors, and greater than ten percent beneficial owners were complied with except as follows: Mr. Maatta did not file a Form 4 for the purpose of reporting one transaction. 36 Legal Proceedings There are no material proceedings to which any director or officer, or any associate of any such director or officer, is a party that is averse to our Company or any of our subsidiaries or has a material interest adverse to our Company or any of our subsidiaries. No director or executive officer has been a director or executive officer of any business which has filed a bankruptcy petition or had a bankruptcy petition filed against it during the past ten years. No director or executive officer has been convicted of a criminal offense or is the subject of a pending criminal proceeding during the past ten years. No director or executive officer has been the subject of any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities during the past ten years. No director or officer has been found by a court to have violated a federal or state securities or commodities law during the past ten years. Item 11. Executive Compensation Compensation of Executive Officers The following table summarizes all compensation for the last two fiscal years awarded to, earned by, or paid to our Chief Executive Officer (principal executive officer) and our two most highly compensated executive officers other than our CEO who were serving as executive officers at the end of our last completed fiscal year, whose total compensation exceeded $100,000 during such fiscal year ends. Compensation of Executive Officers for Fiscal Years Ended December 31, 2022 and 2021 Name and Principal Position Fiscal Year Salary ($) Stock Awards ($) All other Compensation ($) Total ($) Paul L. Kessler, Executive Chairman 2022 48,342 166,320 (8) 14,355 229,017 2021 48,219 6,700,480 (1)(2) 12,015 6,760,714 John D. Maatta, President and Chief 2022 — 133,330 (9) — 133,330 Executive Officer, and Director 2021 — 85,564 (5) 60,000 (6) 145,564 Scott Sheikh, Chief Operating Officer and 2022 84,142 152,580 (10) 3,008 239,730 General Counsel 2021 99,362 2,231,250 (7) 536 2,331,148 Scott D. Kaufman, Former President and Chief 2022 22,104 69,720 (11) 811 92,635 Executive Officer, and Director 2021 19,518 6,964,563 (1)(3) 200,111 (4) 7,184,192 Alan L. Urban, Former Chief Financial Officer 2022 196,610 6,850 (12) 49,495 252,955 2021 — 2,231,250 (7) — 2,331,250 Heidi Bowman, Former Chief Financial 2022 — — — — Officer 2021 140,192 — 116 140,308 (1) Represents the grant date fair value of options granted on December 1, 2021, to purchase 2,625,000 shares of the Company’s common stock with an exercise price of $2.65 per share, a term of 5 years, and a shall vest upon a volume weighted average price (“VWAP”) of the Company’s common stock reaching the following targets: at such time as there is a VWAP equal to $2.50 of the Company’s common stock when computed over 30 consecutive trading days, 25% shall vest; at such time as there is a VWAP equal to $3.00 of the Company’s common stock when computed over 30 consecutive trading days, 25% shall vest; at such time as there is a VWAP equal to $3.50 of the Company’s common stock when computed over 30 consecutive trading days, 25% shall vest; and at such time as there is a VWAP equal to $4.00 of the Company’s common stock when computed over 30 consecutive trading days, 25% shall vest. These options were cancelled by the option holder during the year ended December 31, 2022. (2) Represents 673 shares of Series A preferred stock for settlement of $6,730 of compensation payable to Mr. Kessler under his employment agreement from December 23, 2021 through December 31, 2021. (3) Represents 27,048 shares of Series A preferred stock for settlement of $270,812 of compensation payable to Mr. Kaufman under his employment agreement from November 24, 2020 through December 31, 2021, and the grant date fair value of 37,500 options granted on August 3, 2020, to purchase the Company’s common stock with an exercise price of $0.25 per share, as amended, and a term of 5 years. 37 (4) Represents a one-time non-accountable expense reimbursement of $200,000 in consideration for significant efforts and diligence in negotiating and structuring investment transactions paid on September 7, 2021. (5) Represents 50,767 shares of Series A preferred stock issued for the settlement of $507,672 in outstanding compensation. (6) Consulting fees. (7) Represents the grant date fair value of options granted on December 1, 2021, to purchase 875,000 shares of the Company’s common stock with an exercise price of $2.65 per share, a term of 5 years, and a shall vest upon a volume weighted average price (“VWAP”) of the Company’s common stock reaching the following targets: at such time as there is a VWAP equal to $2.50 of the Company’s common stock when computed over 30 consecutive trading days, 25% shall vest; at such time as there is a VWAP equal to $3.00 of the Company’s common stock when computed over 30 consecutive trading days, 25% shall vest; at such time as there is a VWAP equal to $3.50 of the Company’s common stock when computed over 30 consecutive trading days, 25% shall vest; and at such time as there is a VWAP equal to $4.00 of the Company’s common stock when computed over 30 consecutive trading days, 25% shall vest. These options were cancelled by the option holder during the year ended December 31, 2022. (8) Represents 16,632 shares of Series A preferred stock for settlement of $166,320 of compensation payable to Mr. 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 to Mr. 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 to Mr. 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 to Mr. Kaufman under his employment agreement for the year ended December 31, 2022. (12) Represents 685 shares of Series A preferred stock for settlement of $6,850 of compensation payable to Mr. Urban under his employment agreement for the year ended December 31, 2022. Outstanding Equity at Fiscal Year Ended December 31, 2022 The following table sets forth information regarding stock options, warrants and other stock awards for each named executive officer as of December 31, 2022. Outstanding Equity Awards at Fiscal Year Ended December 31, 2022 Number of Number of securities Securities underlying Underlying Option/ Option/ unexercised Unexercised Warrant Warrant options/warrants options/warrants exercise expiration Name exercisable (#) unexercisable (#) price ($) date Paul L. Kessler 15,000 15,000 $ 0.25 1/22/2024 John D. Maatta 100,000 100,000 $ 0.25 8/3/2025 John D. Maatta 20,000 20,000 $ 0.25 1/22/2024 38 Compensation of Directors The following table sets forth compensation awarded or paid to our directors for the last two fiscal years for the services rendered by them to the Company in all capacities. Director Compensation for the Fiscal Years Ended December 31, 2022 and 2021 Fees earned or paid Stock Officer Fiscal in cash (7) Awards Compensation Total Name Year ($) ($) ($) ($) Paul L. Kessler (8) 2022 — — 229,017 (1) 229,017 2021 — — 6,760,714 (1) 6,760,714 John D. Maatta (2) 2022 — — 133,330 (1) 133,330 2021 — 30,096 (3) 145,564 (1) 175,660 Michael Breen (4) 2022 — — — — 2021 — 30,096 (3) — 30,096 Scott D. Kaufman (5) 2022 — — 92,635 (1) 92,635 (former Director) 2021 — — 7,184,192 (1) 7,184,192 Richard G. Boyce 2022 — — — — (former Director) 2021 — 546,924 (6) — 546,924 Greg Suess 2022 — — — — (former Director) 2021 — 30,096 (3) — 30,096 (1) For details see Item 11. Executive Compensation. (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 of 5 years. (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; 20% on January 20, 2022; 20% on April 20, 2022; 20% on July 20, 2022; and 20% on October 20, 2022. (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. (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. 39 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth certain information, as of March 31, 2023, with respect to the holdings of (1) each person who is the beneficial owner of more than five percent of our common stock, (2) each of our directors, (3) each named executive officer, and (4) all of our directors and executive officers as a group. Beneficial ownership of the common stock is determined in accordance with the rules of the Securities and Exchange Commission and includes any shares of common stock over which a person exercises sole or shared voting or investment powers, or of which a person has a right to acquire ownership at any time within 60 days of March 31, 2023. Except as otherwise indicated, and subject to applicable community property laws, the persons named in this table have sole voting and investment power with respect to all shares of common stock held by them. The address of each director and officer is c/o Creek Road Miners, Inc., 35 E Horizon Ridge Pkwy, Suite 110-502, Henderson, Nevada 89002. Applicable 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. Shares Beneficially Percentage Name and Address of Beneficial Owner Owned of Shares Greater than 5% Shareholder: Bristol Investment Fund, Ltd. (1) 555 Marin Street, Suite 140 Thousand Oaks, CA 91360 33,750,725 77.9 % Barlock 2019 Fund LP (2) 2700 Homestead Road Park City, UT 84098 19,500,757 61.4 % Leviston Resources, LLC (3) 708 Third Avenue, Suite 600 New York, NY 10017 25,237,808 68.3 % Directors and Executive Officers: Paul L. Kessler (1) 34,130,821 81.4 % John D. Maatta (4) 6,334,343 32.4 % Scott Sheikh (5) 721,866 5.6 % Michael Breen (6) 77,500 0.6 % All Directors and Executive Officers as a group (4 persons) 40,884,454 92.4 % (1) Paul L. Kessler exercises voting and investment power over the shares held by Bristol Investment Fund, Ltd., Bristol Capital, LLC, Bristol Capital Advisors Profit Sharing Plan, as well as the shares owned my Mr. Kessler himself. Includes 2,589,986 shares of common stock as indicated on the most recent 13D filing, and 14,267,714 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; options held by Mr. Kessler to acquire 15,000 shares of Common Stock at an exercise price of $0.25 per share; 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 $0.175. (2) Scott D. Kaufman exercises voting and investment power over the shares held by Barlock 2019 Fund LP, and Barlock Capital Management, LLC, as well as the shares owned my Mr. Kaufman himself. Includes 14,267,714 shares of common stock issuable upon the conversion of the $2,496,850 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. Kaufman, convertible by dividing the stated value per share, currently $10 per share, by the Series A Conversion Price, currently $0.175. (3) Includes 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. 40 (4) Includes 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; and options to acquire 120,000 shares of common stock at an exercise price of $0.25 per share. (5) Includes 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 (6) Includes 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. Equity Compensation Plan Information On May 9, 2011, the Company adopted the 2016 Incentive Stock Award Plan (the “2011 Plan”), on August 12, 2016, the Company adopted the 2016 Incentive Stock Award Plan (the “2016 Plan”), on August 3, 2020, the Company adopted the 2020 Stock Plan (the “2020 Plan”), and on December 1, 2021, the Company adopted the 2021 Incentive Stock Award Plan (the “2021 Plan”), collectively (the “Plans”). The purpose of the Plans is to grant options to purchase our common stock, and other incentive awards, to our employees, directors and key consultants. The maximum number of shares of common stock that may be issued pursuant to awards granted under the 2020 Plan was 500,000. On December 1, 2021, all prior stock award plans were retired, and the 2021 Plan was adopted. The maximum number of shares of common stock that may be issued pursuant to awards granted under the 2021 Plan is 10,000,000. The shares of our common stock underlying cancelled and forfeited awards issued under the 2021 Plan may again become available for grant under the 2021 Plan. As of December 31, 2022, there were 10,000,000 shares available for grant under the 2021 Plan, and no shares were available for grant under the 2020 Plan, 2016 Plan, or 2011 Plan. 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)) (a) (b) (c) 2021 Incentive Stock Award Plan 0 $ N/A 10,000,000 Item 13. Certain Relationships and Related Transactions, and Director Independence See Note 8. Related Party Transactions, to the consolidated financial statements. Director Independence Our board of directors currently consists of three members: Messrs. 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. Mr. 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. On an annual basis, each director and executive officer will be obligated to disclose any transactions with the Company in which a director or executive officer, or any member of his or her immediate family, have a direct or indirect material interest in accordance with Item 407(a) of Regulation S-K. Following completion of these disclosures, the Board will make an annual determination as to the independence of each director as that term is defined in the applicable NASDAQ rules. 41 Item 14. Principal Accounting Fees and Services Summary of Principal Accounting Fees for Professional Services Rendered The following table presents the aggregate fees for professional audit services and other services rendered by Maughan Sullivan LLC, our independent registered public accountants in the fiscal years ended December 31, 2022 and 2021. Years Ended December 31, 2022 2021 Audit Fees $ 37,756 $ 37,732 Audit-Related Fees — — Tax Fees 8,500 8,000 All Other Fees — — Total $ 45,732 $ 45,732 Audit Fees c onsist of amounts billed for professional services rendered for the audit of our annual consolidated financial statements included in our Annual Reports on Form 10-K, and reviews of our interim consolidated financial statements included in our Quarterly Reports on Form 10-Q, including amendments thereto. Audit-Related Fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of our consolidated financial statements but are not reported under “Audit Fees.” Tax Fees consist of fees for professional services for tax compliance activities, including the preparation of federal and state tax returns and related compliance matters. All Other Fees consists of amounts billed for services other than those noted above. The audit committee of our board of directors has considered whether the provision of the services described above for the fiscal years ended December 31, 2022 and 2021, is compatible with maintaining the auditor’s independence. All audit and non-audit services that may be provided by our principal accountant to us shall require pre-approval by the audit committee of our board of directors. Further, our auditor shall not provide those services to us specifically prohibited by the SEC, including bookkeeping or other services related to the accounting records or financial statements of the audit client; financial information systems design and implementation; appraisal or valuation services, fairness opinion, or contribution-in-kind reports; actuarial services; internal audit outsourcing services; management functions; human resources; broker-dealer, investment adviser, or investment banking services; legal services and expert services unrelated to the audit; and any other service that the Public Company Accounting Oversight Board determines, by regulation, is impermissible. 42 PART IV Item 15. Exhibits and Financial Statement Schedules (a)(1) Financial Statements. The financial statements of Creek Road Miners, Inc. and its subsidiaries and the independent registered public accounting firm’s report dated March 31, 2023, are incorporated by reference to Item 8 of this report. (a)(2) and (c) Financial Statement Schedules Not required. (a)(3) and (b) Exhibits Exhibit Index Exhibit No. Description 2.1 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). 3.1 Amended and Restated Certificate of Incorporation of Wizard Entertainment, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2020). 3.2 Bylaws (as filed as Exhibit 2.1 to the Company’s Registration Statement on Form SB-2, filed with the SEC on March 25, 2003). 3.3 Certificate of Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2020). 3.4 Certificate of Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 15, 2021). 3.5 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.) 3.6 Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock, dated July 16, 2021 (incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 13, 2021). 3.7 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). 3.8 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). 4.1* Description of Company’s securities. 10.1 Form of Securities Purchase Agreement (as filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 23, 2019). 10.2 Form of 12% Senior Secured Convertible Debenture (as filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on December 23, 2019). 10.3 Form of Warrant (as filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on December 23, 2019). 10.4 Form of Security Agreement (as filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on December 23, 2019). 10.5+ Employment Agreement dated as of March 1, 2021 but effective as of November 24, 2020, by and between Wizard Brands, Inc. and Scott D. Kaufman (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on March 3, 2021). 43 10.6+ Employment Agreement dated as of March 1, 2021 but effective as of November 24, 2020, by and between Wizard Brands, Inc. and Heidi C. Bowman (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on March 3, 2021). 10.7+ Separation Agreement entered into as of February 20, 2021 between Wizard Brands, Inc. and John D. Maatta (incorporated by reference to the Company’s Current Report on Form 8-K, filed on March 3, 2021). 10.8 Securities Purchase Agreement dated March 26, 2021, between Wizard Brands, Inc. and Leviston Resources LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on April 2, 2021). 10.9 Amendment No.1 to Securities Purchase Agreement, dated as of July 16, 2021, between Creek Road Miners, Inc. and Leviston Resources, LLC (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q filed on August 13, 2021). 10.10 Registration Rights Agreement dated March 26, 2021, between Wizard Brands, Inc. and Leviston Resources LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on April 2, 2021). 10.11 Amendment No. 1 to Registration Rights Agreement, dated July 16, 2021, between Creek Road Miners, Inc. and Leviston Resources, LLC (as filed as Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed on August 13, 2021). 10.12 Series B Preferred Stock Purchase Warrant (Series 1) issued to Leviston Resources LLC (as filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on April 2, 2021). 10.13 Amendment No. 1 to Series B Preferred Stock Purchase Warrant (Series 1) issued to Leviston Resources LLC, dated July 16, 2021 (incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q filed on August 13, 2021). 10.14 Series B Preferred Stock Purchase Warrant (Series 2) issued to Leviston Resources LLC (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on April 2, 2021). 10.15 Amendment No. 1 to Series B Preferred Stock Purchase Warrant (Series 2) issued to Leviston Resources LLC, dated July 16, 2021(incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q filed on August 13, 2021). 10.16 Asset Purchase Agreement dated August 6, 2021, between Kick the Can Corp. and Informa Pop Culture Events, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on August 10, 2021). 10.17 Form of Securities Purchase Agreement (incorporated by reference to the Company’s Current Report on Form 8-K, filed on August 31, 2021). 10.18 Form of Common Stock Purchase Warrant (incorporated by reference to the Company’s Current Report on Form 8-K, filed August 31, 2021). 10.19 Form of 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). 10.20 Form of Warrants (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on December 10, 2021). 10.21 Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on December 10, 2021). 10.22+ Employment Agreement dated as of December 23, 2021, by and between Creek Road Miners, Inc. and Paul L. Kessler (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 23, 2021). 10.23+ Amended and Restated Employment Agreement of Scott D. Kaufman dated as of December 23, 2021, by and between Creek Road Miners, Inc. and Paul L. Kessler (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on December 23, 2021). 10.24+ Employment Agreement dated as of December 23, 2021, by and between Creek Road Miners, Inc. and Scott A. Sheikh (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on December 23, 2021). 10.25+ Employment Agreement dated as of December 23, 2021, by and between Creek Road Miners, Inc. and Alan Urban (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on December 23, 2021). 10.26+ Employment Agreement between Creek Road Miners, Inc. and John D. 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). 10.27+ Amendment to Employment Agreement between Creek Road Miners, Inc. and John D. 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). 10.28+ Second Amendment to Amended and Restated Employment Agreement between Creek Road Miners, Inc. and Paul L. 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). 10.29+ 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). 10.30+ Amendment to Employment Agreement between Creek Road Miners, Inc. and Scott A. 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). 44 10.31+ 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). 10.32 Contract with CDMG, Inc. (incorporated by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q filed on November 12, 2021). 10.33 Contract with CDMG, Inc. (incorporated by reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q filed on November 12, 2021) 10.34 Contract with Retro Wall Street Consulting, LLC (incorporated by reference to Exhibit 10.15 to the Company’s Quarterly Report on Form 10-Q filed on November 12, 2021). 10.35 Non-Fixed Price Sales and Purchase Agreement dated December 17, 2021 between Creek Road Miners, Inc. and Bitmain Technologies Limited (incorporated by reference to Exhibit 10.30 to the Company’s Registration Statement on Form S-1 filed on March 11, 2022). 10.36 Gas Supply Agreement dated as of October 22, 2021 between Creek Road Miners, Inc. and American Natural Energy Corporation (incorporated by reference to Exhibit 10.31 to the Company’s Registration Statement on Form S-1 filed on March 11, 2022). 10.37 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). 10.38 Binding Memorandum of Understanding between Creek Road Miners, Inc. and Highway Energy Partners, Inc. dated as of May 28, 2022. 10.39 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). 10.40 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). 10.41 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). 10.42 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). 10.43 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). 10.44 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). 10.45 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). 21.1 List of Subsidiaries (incorporated herein by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed with the SEC on April 17, 2017). 23.1* Consent of MaughanSullivan LLC. 24.1 Power of Attorney (included on signature pages). 31.1* Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a))* 31.2* Certification by the Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a))* 32.1* Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* 32.2* Certification by the Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * 101.INS* Inline XBRL Instance Document 101.SCH* † Inline XBRL Taxonomy Extension Schema 101.CAL* † Inline XBRL Taxonomy Extension Calculation Linkbase 101.DEF* † Inline XBRL Taxonomy Extension Definition Linkbase 101.LAB* † Inline XBRL Taxonomy Extension Label Linkbase 101.PRE* † Inline XBRL Taxonomy Extension Presentation Linkbase 104.0 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith + Indicates a management contract or compensatory plan or arrangement † Users of this data are advised pursuant to Rule 406T of Regulation S-T that this interactive data file is deemed not filed or part of a registration statement for purposes of Section 11 or 12 of the Securities Act, is deemed not filed for purposes of Section 18 of the Exchange Act, and otherwise is not subject to liability under these section Item 16. Form 10-K Summary The Company has elected not to include a summary of the Form 10-K. 45 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CREEK ROAD MINERS, INC. By: /s/ John D. Maatta John D. Maatta Date: March 31, 2023 President and Chief Executive Officer (Principal Executive Officer and Principal Financial and Accounting Officer) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Scott D. Kaufman and Alan L. Urban, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution for him or her, and in his or her name in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and any of them or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ John D. Maatta John D. Maatta Chief Executive Officer and Interim Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer), President and Director March 31, 2023 /s/ Paul L. Kessler Pail Kessler Executive Chairman March 31, 2023 /s/ Michael Breen Michael Breen Director March 31, 2023 46