What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2024-03-19 compared with 2023-03-31 · 1556 added, 1755 removed, 142 unchanged (96% of the section changed)

Financial Statements and Supplementary Data

The financial statements required by Item 8 are presented in the

following order:

Report of Independent Registered Public Accounting Firm (PCAOB 366 )

Consolidated Balance Sheets as of December 31, 2022 and 2021

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

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

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

Notes to the Consolidated Financial Statements

TO FINANCIAL STATEMENTS

OPERATING CO.

of Independent Registered Public Accounting Firm (PCAOB ID:

Financial Statements:

Balance Sheets

Statements of Operations

Statements of Members’ Deficit/Stockholders’ Equity

Statements of Cash Flows

to the Consolidated Financial Statements:

Organization, Description of Business and Basis of Presentation

Summary of Significant Accounting Policies

Purchase Price Allocation

Property and Equipment

Deposits on Cryptocurrency Mining Equipment

Accounts Payable and Accrued Expenses

Related Party Transactions

Fair Value Measurement

Commitments and Contingencies

Preferred Stock

Common Stock Options and Warrants

Long-Term Incentive Compensation

Segment Information

Subsequent Events

Supplemental Oil and Gas Disclosures (Unaudited)

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Stockholders and the Board of Directors of

Road Miners, Inc.

on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheets of Creek Road Miners, Inc.

(the “Company”) as of December 31,

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

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

“consolidated financial statements”).

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

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

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

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

Consideration

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

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

As discussed in Note

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

These factors raise substantial

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

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

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

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

the Stockholders and the Board of Directors of Prairie Operating Co.

on the Financial Statements

have audited the accompanying consolidated balance sheets of Prairie Operating, Co.

(formerly known as Prairie Operating Co., LLC) and

its subsidiaries (the Company), as of December 31, 2023 and 2022, the related consolidated statements of operations, members’ deficit/stockholders’

equity and cash flows for year ended December 31, 2023, and for the period from June 7, 2022 (date of inception) to December 31, 2022

and the related notes to the consolidated financial statements (collectively, the financial statements).

In our opinion, the financial

statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the

results of its operations and its cash flows for the year ended December 31, 2023, and for the period from June 7, 2022 (date of inception)

to December 31, 2022 in conformity with accounting principles generally accepted in the United States of America.

financial statements are the responsibility of the Company’s management.

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

consolidated financial statements based on our audits.

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

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

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

financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent

with respect to the Company in accordance with U.S.

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

and Exchange Commission and the PCAOB.

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

Those standards require that we plan and perform the audit to obtain

Those standards require that we plan and perform the audits to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

20 unchanged sentences

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

of the Accounting for and Disclosure of Cryptocurrency Mining Revenue Recognized

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

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

During the year ended December 31, 2022, the

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

The Company’s management has exercised significant judgment

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

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

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

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

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

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

the Mining Pool operator;

supporting documentation for the valuation of cryptocurrency awards earned;

substantive procedures to determine completeness and occurrence of cryptocurrency assets

earned from the Company’s mining activities.

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

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

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

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

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

the Company’s processes for valuing its mining equipment;

independent quotations for similar equipment used by the Company;

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

valuation of its mining equipment.

MaughanSullivan LLC

the Merger as an Asset Acquisition and Evaluate the Acquired Assets Value – Asset Acquisition of Creek Road Miners, Inc.

Refer to Note 1 and Note 3 to the financial statements

Audit Matter Description

Company’s merger with Creek Road Miners, Inc.

was determined to be a reverse asset acquisition and resulted in Prairie Operating

Co., LLC being the accounting acquirer.

The Company used the cost accumulation method to determine the cost of the acquisition as well

as determining the cost of the acquisition to be recorded as the acquired asset value.

the Company’s determination of the transaction as a reverse asset acquisition and evaluating the acquired assets value required

auditor judgment in assessing and concluding the appropriateness of management determinations that the transaction is not a business

combination but rather a reverse asset acquisition as well as determining the cost of the acquisition to be recorded as the acquired

the Critical Audit Matter Was Addressed in the Audit

audit procedures related to the determination that the Creek Road Miners, Inc.

merger transaction is a reverse asset acquisition and

evaluating the acquired assets value included the following, among others:

read the Amended and Restated Agreement and Plan of Merger to identify and assess the relevant terms and conditions to evaluate the

appropriateness of management’s accounting treatment.

evaluated the appropriateness of management’s determination that the transaction is a reverse asset acquisition by assessing

the reasonableness of the qualitative and quantitative considerations utilized in determining that the assets acquired and liabilities

assumed do not constitute a business (does not have inputs, processes and outputs) and that Prairie Operating Co., LLC is considered

the accounting acquirer.

evaluated management’s determination of the acquired assets value by assessing the appropriateness of the cost accumulation

method used by management and by evaluating the appropriateness of management’s conclusion that the fair value of the consideration

paid will be based on the fair value of the common stock retained by Creek Road Miners, Inc.

stockholders, Series D Preferred Stock

issued and transaction costs.

Value – Financial Instruments (AR Debentures and Series D Preferred Stock) - Refer to Note 2, Note 3, Note 8 and

Note 10 to the financial statements

Audit Matter Description

described in Note 3 to the financial statements, the Company issued 4,432 shares of Series D Preferred Stock as consideration in the

merger transaction with Creek Road Miners, Inc.

The Company utilized a complex valuation technique with unobservable inputs to determine

the fair value of the Series D Preferred Stock.

As described in Note 3, Note 8 and Note 10 to the financial statements, in connection

with the merger transaction with Creek Road Miners, Inc., the Company assumed AR Debentures in an aggregate principal amount of $2.0

The Company determined that the AR Debentures contained certain features that required bifurcation and separate accounting as

embedded derivatives.

The Company elected to measure the AR Debentures in their entirety at fair value.

principal consideration for our determination that the valuation of the AR Debentures and Series D Preferred Stock is a critical audit

matter are the significant judgments by management necessary in the selection of valuation techniques and assumptions with significant

unobservable inputs to estimate the fair value.

This required a high degree of auditor judgment and extensive audit effort, including

the need to involve fair value specialists who possess significant quantitative and modeling expertise, to audit and evaluate the appropriateness

of these models and inputs.

We Addressed the Matter in Our Audit

audit procedures related to the valuation of the AR Debentures and Series D Preferred Stock included the following, among others:

obtained an understanding of the design of the Company’s controls over the valuation

of the AR Debentures and Series D Preferred Stock, including controls over management’s

review of the valuation model and the significant assumptions used in determining their fair

the assistance of a third-party valuation specialist, we audited the fair value of the embedded

conversion option and warrant liability, valuation methodology, and key assumptions used

in determining the fair value of the AR Debentures and Series D Preferred Stock by:

the appropriateness of the valuation model and techniques used in determining fair value;

that the significant valuation assumption inputs of implied volatility and yield are consistent

with those that would be used by market participants through the testing of source information,

checking the mathematical accuracy of the calculation, and developing independent estimates

and comparing to those selected by management, where applicable;

○ Recalculation

of the fair value determined by management to verify its reasonableness.

audited the completeness and accuracy of the underlying data supporting the significant valuation

assumption inputs.

Ham, Langston and Brezina, L.L.P.

have served as the Company’s auditor since 2023.

Road Miners, Inc.

Operating Co.

and Subsidiaries

1 unchanged sentence

Current assets:

Cash and cash equivalents

Accounts receivable, ( no allowance for doubtful accounts)

Receivable from sale of investment

Prepaid expenses

Deposits on mining equipment

Cryptocurrency

Cash and cash

Accounts and other receivable

Total current assets

Other assets:

Property and equipment, net of accumulated depreciation of $ 747,216 and $ 89,136 , respectively

Right of use asset, net of accumulated amortization of $ 426,918 and $ 299,583 respectively

Deposits and other assets

Liabilities and Stockholders’ Equity ( Deficit )

Property and equipment:

Oil and natural gas properties,

successful efforts method of accounting ($ 28,705,404

excluded from amortization at December 31, 2023)

Cryptocurrency mining equipment

Accumulated depreciation, depletion and amortization

( 1,111,115 )

Total property and equipment,

Operating lease assets

transaction costs

Liabilities and Members’

Deficit/Stockholders’ Equity

Current liabilities:

Accounts payable and accrued expenses

Accrued interest and expenses – related parties

Convertible notes payable

Lease liability, current portion

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

Current liabilities associated with discontinued operations

Accounts payable and accrued

Accrued interest and expenses

– related parties

lease liabilities, current

Total current liabilities

Non-current liabilities:

Lease liability, long term portion

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

SBA/PPP loans payable

Total non-current liabilities

Total liabilities

Long-term liabilities:

lease liabilities, long-term

long-term liabilities

Commitments and contingencies

Stockholders’ equity (deficit):

Preferred stock;

5,000,000 shares authorized:

Series A convertible preferred stock;

$ 0.0001 par value;

500,000 shares authorized;

256,117 and 223,964 shares issued and outstanding, respectively

Series B convertible preferred stock;

$ 0.0001 par value;

20,000 shares authorized;

1,439 and 3,720 shares issued and outstanding, respectively

Series C convertible preferred stock;

$ 0.0001 par value;

15,000 shares authorized;

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

Stockholders’ equity:

Series D convertible preferred

shares authorized and 20,627

shares issued and outstanding at December 31, 2023;

shares authorized, issued and outstanding at December 31,

Series E convertible preferred

shares authorized and 20,000

shares issued and outstanding at December 31, 2023;

shares authorized, issued and outstanding at December 31,

Preferred stock value

Common stock;

$ 0.0001 par value;

100,000,000 shares authorized;

12,246,036 and 8,191,382 shares issued and outstanding, respectively

shares authorized and 9,826,719

shares issued and outstanding at December 31, 2023;

shares authorized, issued and outstanding at December 31,

Additional paid-in capital

Accumulated deficit

( 78,853,677 )

( 47,309,849 )

Total stockholders’ equity (deficit)

( 6,525,059 )

Total liabilities and stockholders’ equity (deficit)

stockholders’ equity

liabilities and members’ deficit/stockholders’ equity

notes to consolidated financial statements

Road Miners, Inc.

Operating Co.

and Subsidiaries

Statements of Operations

Cryptocurrency mining

Ended December 31,

7, 2022 (date of inception) through December 31,

Cryptocurrency

Operating costs and expenses:

1 unchanged sentence

Depreciation and amortization

Stock based compensation

General and administrative

Impairment of mined cryptocurrency

Total operating expenses

Impairment of cryptocurrency

mining equipment

operating expenses

Loss from operations

( 33,591,430 )

( 18,210,464 )

Other income (expense):

Realized loss on sale of cryptocurrency

Impairment of fixed assets

( 5,231,752 )

Loss on sale of investment

PPP loan forgiveness

Interest income

Interest expense

Loss on adjustment to fair

value – warrant liabilities

( 39,797,994 )

Total other income (expense)

Loss on adjustment to fair

value – AR Debentures

( 3,790,428 )

Loss from operations before provision for income taxes

Loss on adjustment to fair

value – Obligation Shares

( 1,477,103 )

Total other income (expense)

( 45,487,430 )

Loss from operations before

provision for income taxes

Loss from continuing operations

( 79,078,860 )

( 19,202,114 )

Discontinued operations:

Income (loss) from discontinued operations

Gain on sale of discontinued operations

Net income from discontinued operations

$ ( 13,418,814 )

$ ( 17,270,703 )

Dividends on preferred stock

Earnings attributable to common stockholders

for income taxes

$ ( 79,078,860 )

$ ( 461,520 )

Earnings (loss) per common share:

Earnings (loss) per share from continuing operations, basic and diluted

Earnings per share from discontinued operations, basic and diluted

Earnings (loss) per share, basic and diluted

Weighted average common shares outstanding, basic and diluted

Loss per common share:

Weighted average common shares outstanding:

notes to consolidated financial statements

Road Miners, Inc.

Operating Co.

and Subsidiaries

Statement of Stockholders’ Equity (Deficit)

the Years Ended December 31, 2022 and 2021

Preferred Stock

value $0.0001

Preferred Stock

value $0.0001

Preferred Stock

value $0.0001

Statements of Members’ Deficit/Stockholders’ Equity

Shareholders’

D Preferred Stock

Par value $0.01

E Preferred Stock

Par value $0.01

D Preferred Stock

Par value $0.01

E Preferred Stock

Par value $0.01

Stockholders’

Balance, December 31, 2021

June 7, 2022 (date of inception)

contributions

loss for the period from June 7, 2022 (date of inception) to December 31, 2022

December 31, 2022

loss from January 1, 2023 through May 3, 2023

of membership interests

of common stock to former stockholders of Creek Road Miners upon Merger

of Series D to PIPE investors, net of issuance costs

to holders of Convertible Debentures for settlement of Creek Road Miners liabilities

of common stock and warrants in conjunction with purchase of Exok Option assets

of Series E preferred stock, warrants and common stock net of issuance cost

Reclassification

( 67,681,928 )

Warrants issued for services

Exercise of Warrants

Replacement warrants issued

Exercise of stock options

Issuance of common stock for services

Recission of common stock issued for services

Issuance of common stock for investment

Issuance of series A preferred stock to settle compensation

Issuance of series B preferred stock to settle liabilities

of common stock, net

Conversion of series A preferred stock to common

Conversion of series B preferred stock to common

Conversion of series C preferred stock to common

Conversion of secured convertible debentures to common

Settlement to exchange warrant shares for convertible

Dividend on Series A preferred stock

Dividend on Series B preferred stock

( 67,682,346 )

of Obligation Shares

of AR Debentures

Reclassification

( 21,799,032 )

Balance, December 31, 2022

( 19,999,980 )

of Series D preferred stock

of common stock upon warrant exercise

based compensation

loss from May 3, 2023 through December 31, 2023

( 78,853,677 )

notes to consolidated financial statements.

Road Miners, Inc.

and Subsidiaries

Statement of Stockholders’ Equity

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

Preferred Stock

value $0.0001

Preferred Stock

value $0.0001

Preferred Stock

value $0.0001

Non-controlling

Stockholders’

Balance, December 31, 2020

( 78,853,677 )

December 31, 2023

$ 118,927,814

Stock based compensation

Warrants issued for services

Exercise of stock options

Issuance of series A preferred stock to settle accrued

liabilities and compensation

Issuance of common stock and warrants, net

Issuance of series B preferred stock and warrants,

Issuance of series C preferred stock and warrants,

Conversion of series A preferred stock to common

Conversion of series B preferred stock to common

Dividend on Series A preferred stock

Dividend on Series B preferred stock

Write-off of non-controlling interest

$ ( 78,853,677 )

$ 118,927,814

Balance, December 31, 2021

$ ( 78,853,677 )

notes to consolidated financial statements

Road Miners, Inc.

Operating Co.

and Subsidiaries

Statements of Cash Flows

Cash flow from operating activities:

$ ( 13,418,814 )

(date of inception)

Cash flow from operating

$ ( 79,078,860 )

Adjustment to reconcile net loss to net cash used in operating activities:

Gain from sale of discontinued operations

$ ( 461,520 )

Adjustment to reconcile

net loss to net cash used in operating activities:

Depreciation and amortization

Accretion of debt discount

Amortization of lease right

Stock based compensation

Impairment of cryptocurrency

Impairment of fixed assets

Realized loss on sale of cryptocurrency

Loss on sale of investment

PPP loan forgiveness

Changes in operating assets and liabilities:

Accounts receivable

mining equipment

Stock based compensation

Loss on adjustment to fair

value – warrant liabilities

Loss on adjustment to fair

value – AR Debentures

Loss on adjustment to fair

value – Obligation Shares

Changes in operating assets

and liabilities:

Accounts and other receivable

Prepaid expenses

Receivable from sale of investment

Cryptocurrency, net of mining fees

Current assets associated with discontinued operations

Security deposits

Assets associated with discontinued operations

Accounts payable and accrued expenses

Accrued and unpaid dividends on preferred stock

Liabilities associated with discontinued operations

( 1,228,911 )

Net cash used in operating activities

( 2,192,607 )

( 6,969,723 )

Cash flow from investing activities:

Proceeds from sale of cryptocurrency

Purchase of investment

Proceeds from sale of investment

Deposits on mining equipment, net

( 7,613,230 )

Purchase of property and equipment

Accounts payable and accrued

Accrued interest and expenses

– related parties

cash used in operating activities

( 11,940,855 )

Cash flow from investing

Acquisition of unproved

oil and gas properties

( 21,225,466 )

Net cash used in investing activities

Cash paid in reverse asset

acquisition, net of cash received

( 1,990,336 )

Capital investments –

to mining equipment

transaction costs related to Nickel Road Asset Purchase

cash used in investing activities

( 23,684,302 )

Cash flow from financing activities:

Proceeds from the issuance of common stock and warrants, net

Proceeds from the issuance of series B preferred stock and warrants, net

Proceeds from the issuance of series C preferred stock and warrants, net

Proceeds from the exercise of stock options

Proceeds from the exercise of warrants

Proceeds from (payments to) SBA/PPP loans payable

Proceeds from note payable

Proceeds from the sale of discontinued operations

Net cash provided by financing activities

Net increase (decrease) in cash and cash equivalents

Cash flow from financing

Proceeds from the issuance

of Series D preferred stock and warrants

Financing costs associated

with issuance of Series D preferred stock and warrants

Proceeds from the issuance

of Series E preferred stock, warrants and common stock

Proceeds from the exercise

of Series D B warrants

Financing costs associated

with issuance of Series E preferred stock, warrants and common stock

Payments on long-term debt

from the sale of options

cash provided by financing activities

Net increase in cash and cash equivalents

Cash and cash equivalents,

beginning of period

and cash equivalents, end of period

Supplemental disclosures

of cash flow information:

paid for income taxes

paid for interest

Supplemental disclosures

of noncash investing and financing activity:

transaction costs associated with the Merger and Exok Transaction

transaction costs associated with the Series D PIPE

Cryptocurrency

mining equipment and deposits acquired in the Merger

convertible debentures assumed in the Merger

loan payable acquired assumed in the Merger

interests converted into shares of common stock

$ ( 606,705 )

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

notes to consolidated financial statements.

Road Miners, Inc.

and Subsidiaries

Statements of Cash Flows (Continued)

Supplemental disclosures of cash flow information:

Cash paid for income taxes

Cash paid for interest

Supplemental disclosures of noncash investing and financing activity:

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

Issuance of series B preferred stock to settle accrued liabilities

Dividends on preferred stock

Issuance of common stock for investment

Conversion of preferred stock to common stock

Conversion of secured convertible debentures to common stock

Settlement to exchange warrant shares for convertible note

stock issued at Merger

D Preferred stock issued at Merger

stock and warrants issued in Exok option acquisition

stock issued in satisfaction of share issuance obligation

stock issued in conversion of AR Debentures

Reclassification of increase in value of warrant liabilities to equity

notes to consolidated financial statements

ROAD MINERS, INC.

Operating Co.

and Subsidiaries

to Consolidated Financial Statements

the Years Ended December 31, 2022 and 2021

Organization, Nature of Business and Basis of Presentation

Road Miners, Inc.

(formerly known as Wizard Brands, Inc., Wizard Entertainment, Inc., Wizard World, Inc., and GoEnergy, Inc.) was incorporated

Organization, Description of Business and Basis of Presentation

May 3, 2023, we changed our name from Creek Road Miners, Inc.

to Prairie Operating Co.

(the “Company,”

“we,” “us” or “our” ) in connection with the Merger (as defined below).

The Company was incorporated

in Delaware on May 2, 2001.

Prior to cryptocurrency mining operations that began in October 2021, the Company produced live and virtual

pop culture conventions and events and sold a gelatin machine and related consumables that were discontinued in 2021.

In addition, the

Company operated an eCommerce site selling pop culture memorabilia that was discontinued on June 30, 2022 (known collectively as “legacy

operations”).

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

a Delaware corporation (“Informa”).

Pursuant to the Informa Agreement, Creek Road Miners Corp.

(fka Kick the Can Corp.) sold,

transferred, and assigned certain assets, properties, and rights to Informa related to the business of operating and producing live pop

culture events.

The Company released deferred revenue and other liabilities totaling $ 722,429 and

recognized other income of this amount.

September 15, 2021, we sold our wholly owned subsidiary which contained our Jevo assets and all rights to our Jevo operations for $ 1,500,000

and recognized a gain on the transaction of approximately $ 1,130,740 .

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

Unless otherwise

noted, all share and related option, warrant, and convertible security information presented has been retroactively adjusted to reflect

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

October 24, 2022, the Company, Creek Road Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company,

and Prairie Operating Co., LLC, a Delaware limited liability company (“Prairie”), entered into an Agreement and Plan of Merger

(the “Merger Agreement”), pursuant to which Merger Sub will merge with and into Prairie (the “Merger”), with

Prairie surviving and continuing to exist as a Delaware limited liability company and a wholly-owned subsidiary of the Company.

the effective time of the Merger (the “Effective Time”), the Company will (a) deliver the greater of (A) 2,000,000 shares

of its common stock, par value $ 0.0001 per share (“common stock”), and (B) the product of (x) the number of issued and outstanding

shares of common stock immediately following the consummation of the Restructuring Transactions (as defined below) by the Company multiplied

by (y) 33.33% to the members of Prairie (the “Prairie Members”) and (b) convert certain options to purchase membership interests

of Prairie into restricted performance-based options to purchase, in the aggregate, 8,000,000 shares of common stock for $0.25 per share

only exercisable if specific production hurdles are achieved.

connection with the Merger, the Company will cause the following restructuring transactions (the “Restructuring Transactions”):

(1) all holders of the Company’s outstanding shares of Series A preferred stock, Series B preferred stock, Series C preferred stock,

and 12% senior secured convertible debentures (the “Convertible Debentures”), and holders of certain warrants, certain convertible

promissory notes and certain other accrued liabilities, will convert their respective shares of Series A preferred stock, Series B preferred

stock, Series C preferred stock and Convertible Debentures, and respective warrants, convertible promissory notes and accrued liabilities

into shares of common stock and (2) thereafter, the Company shall effect a reverse stock split of the common stock at a ratio between

1-23 and 1-30 (the “Reverse Stock Split”).

Cryptocurrency

generate substantially all our revenue through cryptocurrency we earn through our mining activities.

We have historically mined and held

Bitcoin exclusively, which we may sell to fund our operating and capital expenditures.

Our mining operations commenced on October 24,

We use special cryptocurrency mining computers (known as “miners”) to solve complex cryptographic algorithms to support

the Bitcoin blockchain and, in return, receive Bitcoin as our reward.

Miners measure their processing power, which is known as “hashing”

power, in terms of the number of hashing algorithms solved (or “hashes”) per second, which is the miner’s “hash

rate.” We participate in mining pools that pool the resources of groups of miners and split cryptocurrency rewards earned according

to the “hashing” capacity each miner contributes to the mining pool.

Since June 30,

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

of our miners were manufactured by Bitmain, and incorporate application-specific integrated circuit (“ASIC”) chips specialized

to solve blocks on the Bitcoin blockchains using the 256-bit secure hashing algorithm (“SHA-256”) in return for Bitcoin cryptocurrency

As of December 31, 2022, we had 510 Bitmain S19J Pro miners with 51.0 Ph/s of hashing capacity and 270 Bitmain S19 miners with

24.3 Ph/s of hashing capacity, none of which were in service.

December 17, 2021 the Company entered into a Non-Fixed Price Sales and Purchase Agreement (the “Bitmain Agreement”) with

Bitmain Technologies Limited (“Bitmain”) for 600 Bitmain S19XP miners with a reference price of approximately $ 11,250 per

The miners have a total of 84 Ph/s of hashing capacity and an initial estimated purchase commitment of $ 6,762,000 (the “total

reference price”), subject to price adjustments and related offsets, including potential adjustments related to the market price

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

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

of Market Price of Miners

July 2022 batch (100 miners)

August 2022 batch (100 miners)

September 2022 batch (100 miners)

October 2022 batch (100 miners)

November 2022 batch (100 miners)

December 2022 batch (100 miners)

Estimated total amount due

Payments made

Remaining amount due

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

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

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

Dollar (US$) value of the cryptocurrency rewards it earns from its cryptocurrency

mining activities.

The following table presents additional information regarding our cryptocurrency mining operations:

of Cryptocurrency Mining Operations

Quantity of Bitcoin

Balance September 30, 2021

Revenue recognized from cryptocurrency mined

Mining pool operating fees

Impairment of cryptocurrencies

Balance December 31, 2021

Revenue recognized from cryptocurrency mined

Mining pool operating fees

Impairment of cryptocurrencies

Balance March 31, 2022

Revenue recognized from cryptocurrency mined

Mining pool operating fees

Proceeds from the sale of cryptocurrency

Realized loss on the sale of cryptocurrency

Impairment of cryptocurrencies

Balance June 30, 2022 (1)

Revenue recognized from cryptocurrency mined

Mining pool operating fees

Impairment of cryptocurrencies

Balance September 30, 2022 (1)

Balance beginning

Revenue recognized from cryptocurrency mined

Mining pool operating fees

Proceeds from the sale of cryptocurrency

Realized gain on the sale of cryptocurrency

Realized gain (loss) on the sale of cryptocurrency

Balance December 31, 2022 (1)

Balance ending

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

meaningful revenue from cryptocurrency mining.

Affecting Profitability

business is heavily dependent on the market price of Bitcoin.

The prices of cryptocurrencies, specifically Bitcoin, have experienced

substantial volatility.

Further affecting the industry, and particularly for the Bitcoin blockchain, the cryptocurrency reward for solving

a block is subject to periodic incremental halving.

Halving is a process designed to control the overall supply and reduce the risk of

inflation in cryptocurrencies using a Proof-of-Work consensus algorithm.

At a predetermined block, the mining reward is cut in half,

hence the term “halving”.

For Bitcoin the reward was initially set at 50 Bitcoin currency rewards per block.

blockchain has undergone halving three times since its inception as follows:

(1) on November 28, 2012 at block 210,000;

(2) on July 9,

2016 at block 420,000;

and (3) on May 11, 2020 at block 630,000, when the reward was reduced to its current level of 6.25 Bitcoin per

The next halving for the Bitcoin blockchain is anticipated to occur in March 2024 at block 840,000, when the reward will be reduced

to 3.125 Bitcoin per block.

This process will reoccur until the total amount of Bitcoin currency rewards issued reaches 21 million and

the theoretical supply of new Bitcoin is exhausted.

Many factors influence the price of Bitcoin, and potential increases or decreases

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

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

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

business is heavily dependent on the market price of Bitcoin, which has experienced substantial volatility and has recently dropped to

its lowest price since December 2020.

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

60% since the beginning of 2022, and of approximately 75% from its all-time high of approximately $ 67,000 .

In addition, the cost of natural

gas that we use to produce electricity to power our miners has increased substantially.

The cost of natural gas in the United States

during 2022 has increased by as much as approximately 260% since the beginning of 2022.

These price movements result in decreased cryptocurrency

mining revenue and increased cryptocurrency mining costs, both of which have a material adverse effect on our business and financial

The Company is an independent energy company engaged in oil, natural gas and NGLs development, exploration

and production (“E&P”).

The Company is also a crypto company focused on cryptocurrency mining.

The Company operates in

two segments:

E&P and cryptocurrency mining.

Merger Agreement and Related Transactions

May 3, 2023, Prairie Operating Co., a Delaware corporation formerly named Creek Road Miners, Inc., completed its previously

announced merger with Prairie Operating Co., LLC, a Delaware limited liability company (“Prairie LLC”), pursuant to the

terms of the Amended and Restated Agreement and Plan of Merger, dated as of May 3, 2023 (the “Merger Agreement,” and the

closing thereunder, the “Closing”), by and among the Company, Merger Sub and Prairie LLC, pursuant to which, among other

things, Merger Sub merged with and into Prairie LLC, with Prairie LLC surviving and continuing to exist as a Delaware limited

liability company and a wholly owned subsidiary of the Company (the “Merger”).

Upon consummation of the Merger, the

Company changed its name from “Creek Road Miners, Inc.” to “Prairie Operating Co.” The Company traded under

its former name and ticker symbol “CRKR” until October 16, 2023 and under “CRKRD,” a transitionary ticker

symbol, until November 10, 2023.

Our common stock (as defined below) began trading on the OTCQB under the symbol “PROP”

on November 13, 2023.

In December 2023, the Company received approval to list its shares of

common stock on the Nasdaq Capital Market stock exchange (“Nasdaq”) and trading of the Company’s shares of common

stock commenced on the Nasdaq on December 28, 2023.

October 16, 2023, the Company effected the Reverse Stock Split at an exchange ratio of 1:28.5714286.

Unless otherwise noted, all per

share and share amounts presented herein have been retroactively adjusted for the effect of the Reverse Stock Split for

all periods presented .

the Merger, membership interests in Prairie LLC were converted into the right to receive each member’s pro rata share of 2,297,668

shares of common stock of the Company.

addition, the Company consummated the previously announced purchase of oil and gas leases, including all of Exok, Inc.’s, an Oklahoma

corporation (“Exok”), right, title and interest in, to and under certain undeveloped oil and gas leases located in Weld County,

Colorado, together with certain other associated assets, data and records, from Exok for $ 3.0

million pursuant to the Amended and Restated

Purchase and Sale Agreement, dated as of May 3, 2023, by and among the Company, Prairie LLC and Exok.

fund the Exok Transaction, the Company received an aggregate of $ 17.4

million in proceeds from a number of investors

(the “Series D PIPE Investors”), and the Series D PIPE Investors were issued Series D preferred stock, par value $ 0.01

per share (“Series D Preferred Stock”),

with a stated value of $ 1,000

per share and convertible into shares of common

stock at a price of $ 5.00

per share, and 100 %

warrant coverage for each of Series A warrants to purchase shares of common stock (the “Series D A Warrants”) and Series

B warrants to purchase shares of common stock (the “Series D B Warrants” and together with the Series D A Warrants, the “Series

D PIPE Warrants”), in a private placement pursuant (the “Series D PIPE”) to securities purchase agreements entered

into with each Series D PIPE Investor.

Merger has been accounted for as a reverse asset acquisition under existing GAAP (as defined below).

For accounting purposes, Prairie

LLC was treated as acquiring Merger Sub in the Merger.

See Note 3 for further discussion.

for accounting purposes, the financial statements of the Company represent a continuation of the financial statements of Prairie LLC

with the acquisition being treated as the equivalent of Prairie LLC issuing stock for the net assets of the Company.

At the date of the

Merger, the assets and liabilities of the Company were recorded based upon relative fair values, with no goodwill or other intangible

assets recorded.

Option Purchase and Related Transactions

August 14, 2023, Prairie LLC exercised its option in connection with the Exok Transaction and purchased oil and gas leases, including

all of Exok’s right, title and interest in, to and under certain undeveloped oil and gas leases located in Weld County, Colorado,

together with certain other associated assets, data and records, consisting of approximately 20,328

net mineral acres in, on and under approximately

gross acres from Exok (the “Exok Option

The Company paid $ 18.0

million in cash to Exok and issued equity consideration

to certain affiliates of Exok, consisting of (i) 670,499

shares of common stock and (ii) warrants providing

the right to purchase 670,499

shares of common stock at $ 7.43

per share (the “Exok Warrants”).

fund the Exok Option Purchase, the Company entered into a securities purchase agreement with Narrogal Nominees Pty Ltd ATF Gregory K

O’Neill Family Trust (the “Series E PIPE Investor”) on August 15, 2023, pursuant to which the Series E PIPE Investor

agreed to purchase, and the Company agreed to sell to the Series E PIPE Investor, for an aggregate of $ 20.0

million, securities consisting of (i) 39,614

shares of common stock, (ii) 20,000

shares of Series E preferred stock, par value

per share, with a stated value of $ 1,000

per share, convertible into shares of common

stock at a price of $ 5.00

per share (“Series E Preferred Stock”),

and (iii) Series E A Warrants to purchase 4,000,000

shares of common stock and Series E B Warrants

to purchase 4,000,000

shares of common stock, each at a price of $ 6.00

per share (collectively, the “Series E

PIPE Warrants”), in a private placement (the “Series E PIPE”).

The Exok Option

Purchase and the Series E PIPE closed on August 15, 2023.

Stock Split and Amendment to Certificate of Incorporation

October 16, 2023, the Company effected the Reverse Stock Split at an exchange ratio of 1:28.5714286.

Company also changed its name from Creek Road Miners, Inc.

to Prairie Operating Co.

(the “Corporate Name Change”) and changed

its ticker symbol from “CRKR” to “PROP” (the “Symbol Change”) on the OTCQB marketplace of OTC Markets.

The Reverse Stock Split and the Corporate Name Change became effective on the OTCQB marketplace of OTC Markets on October 16, 2023.

connection with the Reverse Stock Split, Corporate Name Change and Symbol Change, the CUSIP number for the Company’s common stock

changed to 739650109.

Our common stock began trading on the OTCQB under the symbol “PROP” on November 13, 2023.

Certificate of Amendment filed by the Company with the Delaware Secretary of State took effect on October 16, 2023 and, among other things,

(i) effected the Reverse Stock Split;

and (ii) changed the total number of shares of all classes of stock which the Company shall have

authority to issue 155,000,000 shares,

consisting of (a) 150,000,000

shares of common stock

and (b) 5,000,000

shares of preferred

stock, par value $ 0.01

after the filing of the Certificate of Amendment, the Company filed the Second Amended and Restated Certificate of Incorporation (the

“Amended and Restated Charter”) with the Delaware Secretary of State, with the Amended and Restated Charter and took effect

October 16, 2023, that, among other things, (i) eliminated certain provisions related to shares of preferred stock as a result of the

elimination of certain series of preferred stock;

(ii) removed provisions providing for action by written consent of stockholders;

included a waiver of the corporate opportunity doctrine;

(iv) made certain modifications to the election and removal of directors of

(v) adopted Delaware as the exclusive forum for certain shareholder litigation;

and (vi) increased the total number of shares

of all classes of stock which the Company shall have authority to issue 550,000,000

shares, consisting of

(a) 500,000,000

shares of common stock

and (b) 50,000,000

shares of preferred

December 2023, the Company received approval to list its shares of common stock on the Nasdaq Capital Market stock exchange (“Nasdaq”)

and trading of the Company’s shares of common stock commenced on the Nasdaq on December 28, 2023.

Unless otherwise noted, all

per share and common stock amounts have been retroactively adjusted for the effect of this Reverse Stock

Split for all periods presented.

are an independent oil and gas company focused on the acquisition and development of crude oil, natural gas and natural gas liquids.

currently hold acreage in the DJ Basin of Colorado that we intend to develop.

In addition to growing production through our drilling operations, we

also seek to grow our business through accretive acquisitions , including the acquisition of the

Genesis Bolt-On Assets in February 2024 and the NRO Acquisition, which was signed in January 2024 (see Note 18).

Cryptocurrency

is increasingly becoming subject to governmental regulation, both in the U.S.

and internationally.

State and local regulations also may

apply to our activities and other activities in which we may participate in the future.

Numerous regulatory bodies have shown an interest

in regulating blockchain or cryptocurrency activities.

For example, on March 9, 2022 President Biden signed an executive order on cryptocurrencies.

While the executive order does not mandate any specific regulations, it instructs various federal agencies to consider potential regulatory

measures, including the evaluation of the creation of a U.S.

Central Bank digital currency.

Future changes to existing regulations or

entirely new regulations may affect our business in ways it is not presently possible for us to predict with any reasonable degree of

As the regulatory and legal environment evolves, we may become subject to new laws and regulation which may affect our mining

and other activities.

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

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

mining operations commenced on May 3, 2023 concurrent with the Merger.

In the year ended December 31, 2023, we generated all of our revenue

through our cryptocurrency mining activities from assets we acquired in the Merger.

On January 23, 2024, we closed the Crypto Sale in

which we sold all of our Mining Equipment and our rights and obligations under the Atlas MSA.

Accordingly, we currently do not expect

to receive rewards in the form of cryptocurrency in the future.

We do not own, control or take custody of Bitcoin.

Atlas, our service

provider, retained all Bitcoin rewards, deducted a hosting service fee from the monthly total mined currency produced by our miners and

remitted the net mined currency to us in cash.

exited cryptocurrency mining upon the January 2024 disposition of our cryptocurrency mining equipment (see Note 18).

of Presentation

Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the

United States of America (“U.S.

Going Concern Analysis

Historically,

we have relied upon cash from financing activities to fund substantially all of the cash requirements of our activities and have incurred

significant losses and experienced negative cash flow.

The Company had net losses from continuing operations of $ 13,401,076 , and $ 19,202,114 ,

for the years ended December 2022 and 2021, respectively.

consolidated financial statements included in this Annual Report present the Company’s financial position, results of operations

and cash flows for the periods presented in accordance with accounting principles generally accepted in the United States (“GAAP”).

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the

amounts of assets and liabilities and disclosure of contingent assets and liabilities, if any, at the date of the financial statements,

and the amounts of revenues and expenses during the reporting period.

Actual results could differ from those estimates.

The Company evaluates

subsequent events through the date the financial statements are issued.

Concern Analysis

Company had a net loss of $ 79.1 million

for the year ended December 31, 2023.

We cannot predict if we will be profitable.

We may continue to incur losses

for an indeterminate period of time and may be unable to achieve profitability.

We may continue to incur losses for an

indeterminate period of time and may be unable to achieve profitability.

An extended period of losses and negative cash flow may

prevent us from successfully operating and expanding our business.

We may be unable to achieve or sustain profitability on a quarterly

or annual basis.

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

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

have evaluated the significance of the uncertainty regarding the Company’s financial condition in relation to our ability to meet

our obligations, which has raised substantial doubts about the Company’s ability to continue as a going concern.

While it is very

difficult to estimate our future liquidity requirements the Company believes that if it is unable close the Merger, or obtain debt and/or

equity financing, existing cash resources will be depleted in early 2023.

The Company may be able to generate cash through the sale of

fixed assets, specifically cryptocurrency miners.

However, the total cash generated would be significantly less than the total of the

Company’s liabilities.

There are no assurances that the Merger will close, that debt and/or equity financing can be obtained, or

that the sale of fixed assets, specifically cryptocurrency miners can be achieved.

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

The consolidated

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

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

Company’s ability to continue as a going concern is dependent upon the Company’s ability to close the merger with Prairie,

or obtain debt and/or equity financing, and there are no assurances that either can occur.

We may be unable to achieve or sustain profitability on a

quarterly or annual basis.

At December 31, 2023, we had cash and cash equivalents of $ 13.0 million,

working capital of $ 8.1 million,

and an accumulated deficit of $ 78.9 million.

to December 31, 2023, our cash and cash equivalents were reduced by $ 9.9 million

due to the payment of the Deposit in connection with the NRO Acquisition and the purchase of the Genesis Bolt-on assets (see Note

We expect that our cash balance will decline until we are able to obtain financing through public or private capital markets

and/or upon the exercise of common stock warrants.

As of December 31, 2023, the Company had common stock warrants with exercise

prices of $ 6.00 per

share of common stock and expiring through August 2024 (see Note 15) that, if all were exercised, would represent cash proceeds to

the Company of approximately $ 32.4 million.

Based on recent and current prices of the Company’s common stock, the Company expects such warrants to be exercised.

The Company has received $ 1.2 million of cash proceeds from such warrant

exercises in the period from January 1, 2024 through March 15, 2024.

there is no assurance that the remainder of such common stock warrants will ultimately be exercised.

assessment of liquidity and going concern requires the Company to make estimates of future activity and judgments about whether the Company

can meet its obligations and has adequate liquidity to operate.

Significant assumptions used in the Company’s forecasted model

of liquidity in the next 12 months include our current cash position and our ability to manage spending.

Based on an assessment of these

factors, management believes that the Company will have adequate liquidity for its operations for at least 12 months from the date the

Company’s financial statements are issued.

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

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

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

Summary of Significant Accounting Policies

1 unchanged sentence

accompanying financial statements are consolidated and include the accounts of the Company and its wholly owned subsidiaries.

balances and transactions have been eliminated in consolidation.

The following table lists the Company’s wholly-owned subsidiaries

as of December 31, 2022:

of Company’s Wholly-owned Subsidiaries

Name of consolidated subsidiary or entity

State or other jurisdiction

of incorporation or organization

Date of incorporation or formation (date of acquisition,

if applicable)

Creek Road Miners Corp.

(fka Kick the Can Corp.)

Nevada, U.S.A.

September 20, 2010

Wizard Special Events, LLC

California, U.S.A.

Creek Road Merger Sub, LLC

Delaware, U.S.A.

October 4, 2022

preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the

reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements

and the reported amounts of revenue and expenses during the reporting periods.

Intercompany balances and transactions have been eliminated in consolidation.

preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the

reported amounts of revenue and expenses during the reporting periods.

Actual results could differ from these estimates.

estimates and assumptions include estimates for reserves of uncollectible accounts, accruals for potential liabilities, assumptions made

in valuing equity instruments issued for services or acquisitions, and realization of deferred tax assets.

Reclassification

prior period amounts have been reclassified to conform to current period presentation.

and cash equivalents

purposes of the statements of cash flows, the Company defines cash equivalents as all highly liquid debt instruments purchased with an

original maturity of three months or less.

In all periods presented, cash equivalents consist primarily of money market funds.

value of financial instruments

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value

Measurements and Disclosures , fair value is defined as the price at which an asset could be exchanged or a liability transferred

in a transaction between knowledgeable, willing parties in the principal or most advantageous market for the asset or liability.

available, fair value is based on observable market prices or parameters or derived from such prices or parameters.

Where observable

prices or parameters are not available, valuation models are applied.

A fair value hierarchy prioritizes the inputs used in measuring

fair value into three broad levels as follows:

1 – Quoted prices in active markets for identical assets or liabilities.

2 – Inputs, other than the quoted prices in active markets, are observable either directly or indirectly.

3 – Unobservable inputs based on the Company’s assumptions.

Company is required to use observable market data if such data is available without undue cost and effort.

The Company has no fair value

items required to be disclosed as of December 31, 2022 or 2021 under these requirements.

The carrying amounts of financial assets and

liabilities, such as cash and cash equivalents, accounts receivable and accounts payable, approximate their fair values because of the

short maturity of these instruments.

involving related parties typically cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions

of competitive, free market dealings may not exist.

However, in the case of the secured convertible debentures due to related parties,

the Company obtained a fairness opinion from an independent third party which supports that the transaction was carried out at an arm’s

length basis.

estimates and assumptions include estimates for reserves of uncollectible accounts, accruals for potential liabilities, estimates and

assumptions made in valuing assets and debt instruments issued in the Merger, and realization of deferred tax assets.

Concentration

1 unchanged sentence

instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents.

places its cash with high quality financial institutions and at times may exceed the FDIC $ 250,000 insurance limit.

The Company does

not anticipate incurring any losses related to these credit risks.

places its cash with high quality financial institutions and at times may exceed the FDIC $ 250,000

insurance limit.

of the Company’s revenue for the year ended December 31, 2023 was generated from its cryptocurrency mining business under a contract

with Atlas (described below).

We were wholly reliant on Atlas to operate our miners on a daily basis.

Company does not anticipate incurring any losses related to these credit risks.

and Cash Equivalents

and cash equivalents are defined by the Company as short-term, highly liquid investments that have an original maturity of three months

or less and deposits in money market mutual funds that are readily convertible into cash.

Management considers cash and cash equivalents

to have minimal credit and market risk.

The Company had $ 13.0

million and $ 79,845

in cash and cash equivalents

as of December 31, 2023 and December 31, 2022, respectively.

receivable represents revenue recognized, but for which payment has not yet been received.

All of the Company’s accounts receivable

at December 31, 2023 is from Atlas.

No allowance for doubtful accounts was recorded as of December 31, 2023 and December 31, 2022.

and equipment

We follow the successful efforts method of accounting for our oil and natural gas properties.

Under this method, exploration costs such

as exploratory geological and geophysical costs, expiration of unproved leasehold, delay rentals and exploration overhead are expensed

All costs related to production, general corporate overhead and similar activities are also expensed as incurred.

acquisition costs and development costs are capitalized when incurred.

drilling costs are initially capitalized, or suspended, pending the determination of proved reserves.

If proved reserves are found, drilling

costs remain capitalized and are classified as proved properties.

Costs of unsuccessful wells are charged to exploration expense.

exploratory wells that find reserves that cannot be classified as proved when drilling is completed, costs continue to be capitalized

as suspended exploratory drilling costs if there have been sufficient reserves found to justify completion as a producing well and sufficient

progress is being made in assessing the reserves and the economic and operational viability of the project.

If we determine that future

appraisal drilling or development activities are unlikely to occur, associated suspended exploratory well costs are expensed.

instances, this determination may take longer than one year.

We review the status of all suspended exploratory drilling costs quarterly.

Costs to develop proved reserves, including the costs of all development wells and related equipment used in the production of natural

gas and oil, are capitalized.

of drilling and equipping successful wells, costs to construct or acquire facilities, and associated asset retirement costs are depreciated

using the unit-of-production (“UOP”) method based on total estimated proved developed oil and natural gas reserves.

of acquiring proved properties, including leasehold acquisition costs transferred from unproved properties, are depleted using the UOP

method based on total estimated proved developed and undeveloped reserves.

from the sales of individual oil and natural gas properties and the capitalized costs of individual properties sold or abandoned are

credited and charged, respectively, to accumulated depreciation, depletion and amortization, if doing so does not materially impact the

depletion rate of an amortization base.

Generally, no gain or loss is recognized until an entire amortization base is sold.

a gain or loss is recognized from the sale of less than an entire amortization base if the disposition is significant enough to materially

impact the depletion rate of the remaining properties in the amortization base.

circumstances indicate that the carrying value of proved oil and natural gas properties may not be recoverable, we compare unamortized

capitalized costs to the expected undiscounted pre-tax future cash flows for the associated assets grouped at the lowest level for which

identifiable cash flows are independent of cash flows of other assets.

If the expected undiscounted pre-tax future cash flows, based

on our estimate of future crude oil and natural gas prices, operating costs, anticipated production from proved reserves and other relevant

data, are lower than the unamortized capitalized costs, the capitalized costs are reduced to fair value.

Fair value is generally estimated

using the income approach described in Financial Accounting

Standards Board (“FASB”) Accounting Standards Codification Topic (“ASC”) 820,

Fair Value Measurements.

If applicable, we utilize prices and other relevant information generated by market transactions involving assets

and liabilities that are identical or comparable to the item being measured as the basis for determining fair value.

The expected future

cash flows used for impairment reviews and related fair value measurements are typically based on judgmental assessments of commodity

prices, pricing adjustments for differentials, operating costs, capital investment plans, future production volumes, and estimated proved

reserves, considering all available information at the date of review.

These assumptions are applied to develop future cash flow projections

that are then discounted to estimated fair value, using a market-based weighted average cost of capital.

Cryptocurrency

Property and equipment are stated at cost and are depreciated using the straight-line method over their estimated useful

Leasehold improvements are amortized over

the shorter of the useful lives of the related assets, or the lease term.

Expenditures for maintenance and repairs are charged to operations

as incurred while renewals and betterments are capitalized.

Gains and losses on disposals are included in the consolidated statements

of operations.

Cryptocurrency

(Bitcoin) is included in current assets in the accompanying consolidated balance sheets.

The classification of cryptocurrencies as a

current asset has been made after the Company’s consideration of the significant consistent daily trading volume on readily available

cryptocurrency exchanges and the absence of limitations or restrictions on Company’s ability to sell Bitcoin.

Cryptocurrencies

awarded to the Company through its mining activities are accounted for in connection with the Company’s revenue recognition policy

disclosed below.

Cryptocurrencies held are accounted for as intangible assets with indefinite useful lives.

An intangible asset with

an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances

occur indicating that it is more likely than not that the indefinite-lived asset is impaired.

Impairment exists when the carrying amount

exceeds its fair value, which is measured using the quoted price of the cryptocurrency at the time its fair value is being measured.

In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely

than not that an impairment exists.

If it is determined that it is not more likely than not that an impairment exists, a quantitative

impairment test is not necessary.

If the Company concludes otherwise, it is required to perform a quantitative impairment test.

extent an impairment loss is recognized, the loss establishes the new cost basis of the asset.

Subsequent reversal of impairment losses

is not permitted.

Cryptocurrencies awarded to the Company through its mining activities are included within operating activities on the

accompanying consolidated statements of cash flows.

of Long-Lived Assets

assets are comprised of intangible assets and property and equipment.

Long-lived assets are reviewed for impairment whenever events or

changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

An estimate of undiscounted future cash

flows produced by the asset, or the appropriate grouping of assets, is compared to the carrying value to determine whether an impairment

exists, pursuant to the provisions of FASB ASC 360-10 “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets

to Be Disposed Of”.

If an asset is determined to be impaired, the loss is measured based on quoted market prices in active markets,

if available.

If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including

a discounted value of estimated future cash flows and fundamental analysis.

The Company reports an asset to be disposed of at the lower

of its carrying value or its estimated net realizable value.

and equipment

and equipment are stated at cost and are depreciated using the straight-line method over their estimated useful lives of 3 to 9 years.

Leasehold improvements are amortized over the shorter of the useful lives of the related assets, or the lease term.

Expenditures for

maintenance and repairs are charged to operations as incurred while renewals and betterments are capitalized.

Gains and losses on disposals

are included in the consolidated statements of operations.

assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may

not be recoverable.

If there is indication of impairment, management prepares an estimate of future cash flows expected to result from

the use of the asset and its eventual disposition.

If these cash flows are less than the carrying amount of the asset, an impairment

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

Company accounts for leases in accordance with the provisions of ASC 842, Leases.

This standard requires lessees to recognize on the

balance sheet assets and liabilities for leases with lease terms of more than 12 months.

The recognition, measurement, and presentation

of expenses and cash flows arising from a lease by a lessee will depend primarily on its classification as a finance or operating lease.

determine if an arrangement contains a lease at inception.

Right of use (“ROU”) assets represent our right to use an underlying

asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.

ROU assets and

liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term.

leases consist of leaseholds on office space.

We utilized a portfolio approach in determining our discount rate.

The portfolio approach

takes into consideration the range of the term, the range of the lease payments, the category of the underlying asset and our estimated

incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value

of lease payments.

We also give consideration to our recent debt issuances as well as publicly available data for instruments with similar

characteristics when calculating our incremental borrowing rates.

recognize lease expense for these leases on a straight-line basis over the lease term.

We recognize variable lease payments in the period

in which the obligation for those payments is incurred.

Variable lease payments that depend on an index or a rate are initially measured

using the index or rate at the commencement date, otherwise variable lease payments are recognized in the period incurred.

mining assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset

may not be recoverable.

If there is an indication of impairment, an estimate of undiscounted future cash flows produced by the asset,

or the appropriate grouping of assets, is compared to the carrying value to determine whether an impairment exists, pursuant to the provisions

of ASC 360-10 “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of.” If an asset

is determined to be impaired, the loss is measured based on quoted market prices in active markets, if available.

If quoted market prices

are not available, the estimate of fair value is based on various valuation techniques, including a discounted value of estimated future

cash flows and fundamental analysis.

Company determines if a contract contains a lease at its inception or as a result of an acquisition.

A lease is defined as a contract,

or part of a contract, that conveys the right to control the use of identified property, plant or equipment (an identified asset) for

a period of time in exchange for consideration.

A right-of-use asset and corresponding lease liability are recognized on the balance

sheet at commencement at an amount based on the present value of the remaining lease payments over the lease term as determined using

the implicit rate of the lease.

Operating right-of-use assets and operating lease liabilities are presented separately on the consolidated

balance sheet.

The Company does not have any finance leases as of December 31, 2023.

Leases with an initial term of twelve months or

less are not recorded on the balance sheet.

The Company recognizes lease expense for these leases on a straight-line basis, and variable

lease payments are recognized in the period as incurred.

leases contain both lease and non-lease components.

The Company has chosen to account for the lease and non-lease components separately.

Company leases office space and vehicles under non-cancelable operating leases expiring through 2027.

Certain lease agreements include

options to renew the lease, early terminate the lease or purchase the underlying asset(s).

The Company determines the lease term at the

lease commencement date as the non-cancelable period of the lease, including options to extend or terminate the lease when such an option

is reasonably certain to be exercised.

Company evaluates all of its financial instruments, including issued private placement stock purchase warrants, to determine if such

instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to GAAP.

The Company accounts for warrants

as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable

Management’s assessment considers whether the warrants are freestanding financial instruments, whether they meet the definition

of a liability, and whether the warrants meet all of the requirements for equity classification.

warrants that meet all of the criteria for equity classification, they are recorded as a component of additional paid-in capital at the

time of issuance.

For warrants that are precluded from equity classification, they are recorded as a liability at their fair value on

the date of such classification and subject to remeasurement on each balance sheet date with changes in the estimated fair value of the

warrants to be recognized in the statements of operations.

of December 31, 2023 and 2022, the Company had no

liability-classified warrants.

See Note 14 for

additional information.

and Contingencies

Company recognizes a liability for loss contingencies when it believes it is probable a liability has been incurred, and the amount can

be reasonably estimated.

If some amount within a range of loss appears at the time to be a better estimate than any other amount within

the range, the Company accrues that amount.

When no amount within the range is a better estimate than any other amount the Company accrues

the minimum amount in the range.

Company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers.

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revenue as the performance obligation is satisfied.

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

to the mining pool.

The contracts are terminable at any time by either party and the Company’s enforceable right to compensation

only begins when the Company provides computing power to the mining pool operator.

In exchange for providing computing power, the Company

is entitled to a fractional share of the fixed cryptocurrency award the mining pool operator receives (less digital asset transaction

fees to the mining pool operator which are recorded as a component of cost of revenues) for successfully adding a block to the blockchain.

The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator

to the total computing power contributed by all mining pool participants in solving the current algorithm.

computing power in digital asset transaction verification services is an output of the Company’s ordinary activities.

The provision

of providing such computing power is the only performance obligation in the Company’s contracts with mining pool operators.

transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date

received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from

The consideration is all variable.

Because it is not probable that a significant reversal of cumulative revenue will not occur,

the consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm)

and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized.

There is no significant

financing component in these transactions.

value of the cryptocurrency award received is determined using the market rate of the related cryptocurrency at the time of receipt.

There is currently no specific definitive guidance under GAAP or alternative accounting framework for the accounting for cryptocurrencies

recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment.

In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect

on the Company’s consolidated financial position and results from operations.

Company’s cryptocurrency mining assets that are in service are operating under a contract with Atlas Power Hosting, LLC (“Atlas”)

whereby Atlas hosts, operates, and manages the Company’s assets.

The Company receives payment in U.S.

dollars for the daily net

mining revenue representing the dollar value of the cryptocurrency award generated less power and other costs.

The Company does not currently

receive or own cryptocurrencies under this contract.

Cryptocurrency

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

including mining pool fees, fuel and natural gas costs, turbine rental costs, and mobile data center rental costs, but exclude

depreciation and amortization, which are separately stated in the Company’s consolidated statements of operations.

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

Unless otherwise

noted, all share and related option, warrant, and convertible security information presented has been retroactively adjusted to reflect

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

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

transactions, and for financing costs.

The Company accounts for share-based payments under the guidance as set forth in the Share-Based

Payment Topic 718 of the FASB Accounting Standards Codification, which requires the measurement and recognition of compensation expense

for all share-based payment awards made to employees, officers, directors, and consultants, including employee stock options, based on

estimated fair values.

The Company estimates the fair value of stock option and warrant awards to employees and directors on the date

of grant using an option-pricing model, and the value of the portion of the award that is ultimately expected to vest is recognized as

expense over the required service period in our Statements of Operations.

We estimate the fair value of restricted stock awards to employees

and directors using the market price of our common stock on the date of grant, and the value of the portion of the award that is ultimately

expected to vest is recognized as expense over the required service period in our Statements of Operations.

Company accounts for income taxes using the asset and liability method whereby deferred tax assets are recognized for deductible temporary

differences, and deferred tax liabilities are recognized for taxable temporary differences.

Temporary differences are the differences

between the reported amounts of assets and liabilities and their tax bases.

Deferred tax assets are reduced by a valuation allowance

when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will be realized.

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

August 6, 2021, the Company entered into the Informa Agreement with Informa.

Pursuant to the Informa Agreement, Creek Road Miners Corp.

(fka Kick the Can Corp.) sold, transferred, and assigned certain assets, properties, and rights to Informa related to the business of

operating and producing live pop culture events.

The Company released deferred revenue and other

liabilities totaling $ 722,429 and recognized other income of this amount.

September 15, 2021, the Company sold our wholly owned subsidiary which contained our Jevo assets and all rights to our Jevo operations

for $ 1,500,000 and recognized a gain on the transaction of approximately $ 1,130,740 .

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

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

31, 2022 and 2021, are classified as discontinued operations.

Additionally, the financial results associated with discontinued operations

in our consolidated statement of operations for the years ending December 31, 2022 and 2021, are classified as discontinued operations.

Company’s cryptocurrency mining costs consist primarily of direct costs under the Atlas contract described above, but exclude depreciation

and amortization, which are separately stated in the Company’s consolidated statements of operations.

account for income taxes using the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences,

and deferred tax liabilities are recognized for taxable temporary differences.

Temporary differences are the differences between the

reported amounts of assets and liabilities and their respective tax basis.

Deferred tax assets are reduced by a valuation allowance when,

in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will be realized.

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

At December 31, 2023,

the Company had a full valuation allowance to offset its net deferred tax assets.

Prairie LLC was a flow-through entity not subject to

income taxes as of December 31, 2022 and for the period from June 7, 2022 (date of inception) through December 31, 2022.

(Loss) Per Common Share

earnings (loss) per share is computed by dividing earnings (loss) attributable to common stockholders by the weighted average number

of common shares outstanding for the period.

Diluted earnings per share is computed by dividing earnings (loss) attributable to common

stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have

been outstanding if all dilutive potential common shares had been issued, using the treasury stock method.

The dilutive effect of potentially

dilutive securities is reflected in diluted net income per share if the exercise prices were lower than the average fair market value

of common shares during the reporting period.

Potential common shares are excluded from the computation when their effect is antidilutive.

Basic and diluted earnings (loss) attributable to common stockholders is the same for the years ended December 31, 2022 and 2021, because

the Company has only incurred losses and all potentially dilutive securities are anti-dilutive.

Potentially dilutive securities that

were not included in the computation of diluted earnings (loss) attributable to common stockholders at December 31, 2022 because their

inclusion would be anti-dilutive are as follows:

two-class method of computing earnings per share is required for entities that have participating securities.

The two-class method is

an earnings allocation formula that determines earnings per share for participating securities according to dividends declared (or accumulated)

and participation rights in undistributed earnings.

Our Series D Preferred Stock and Series E Preferred Stock are participating securities.

These participating securities do not have a contractual obligation to share in the Company’s losses.

Therefore, in periods of

net loss, no portion of such losses are allocated to participating securities.

earnings (loss) per common share (“EPS”) is calculated by dividing net income (loss) attributable to common stockholders

by the weighted average number of shares of common stock outstanding each period.

Dilutive EPS is calculated by dividing adjusted net

income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding each period, which

includes the effect of potentially dilutive securities.

Potentially dilutive securities for the diluted EPS calculation consists of (i)

Series D Preferred Stock, (ii) Series E Preferred Stock (iii) warrants for common stock and (iv) exercisable common stock options.

EPS reflects the dilutive effect of the participating securities using the two-class method or the treasury stock method, whichever is

more dilutive.

and diluted earnings (loss) attributable to common stockholders is the same for the year ended December 31, 2023 because the Company

has only incurred losses and all potentially dilutive securities are anti-dilutive.

Potentially dilutive securities that were not included

in the computation of diluted earnings (loss) attributable to common stockholders at December 31, 2023 because their inclusion would

be anti-dilutive are as follows:

of Anti-dilutive Securities Excluded from Earnings Per Share

Potentially Dilutive Security

Stated Value Per Share (1)

Total Value or Stated Value

Conversion Price (1)

Resulting Common

Common stock options

Dilutive Security

Value Per Share

Value or Stated Value

Merger Options

and restricted stock units (1)

Common stock warrants

Series A preferred stock

Series B preferred stock

Series C preferred stock

Series B preferred stock warrants

Secured convertible debentures – related parties

Convertible notes payable

As of December 31, 2022

Series D preferred stock

Series E preferred stock

exercisable or vested as of December 31, 2023 (see Notes 15 and 16).

the period ended December 31, 2022, there were no

potentially dilutive units exercisable and outstanding.

the year ended December 31, 2023 and without consideration of the Reverse Stock Split, there were insufficient authorized and unissued

shares of common stock for the Company to satisfy all of its commitments to deliver shares.

The Company adopted a sequencing policy to

determine how to allocate authorized and unissued shares among commitments to deliver shares pursuant to ASC 815-40.

The sequence is

based upon reclassifying securities with the latest maturity date first.

The sequencing order during the year ended December 31, 2023

and its effects are further described in Note 14.

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

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to any specified person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by

or is under common control with such person, as such terms are used in and construed under Rule 405 under the Securities Act);

for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value

Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity;

of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management;

(d) principal owners

of the Company;

or is under common control with such person, as such terms are used in and construed under Rule 405 under the Securities Act of 1933,

as amended (the “Securities Act”));

(b) entities for which investments in their equity securities would be required, absent

the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity

method by the investing entity;

or under the trusteeship of management;

(d) principal owners of the Company;

(e) management of the Company;

(f) other parties with which the Company may deal if one party controls or can significantly

influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from

fully pursuing its own separate interests;

and (g) other parties that can significantly influence the management or operating policies

of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other

to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

(f) other parties with which

the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent

that one of the transacting parties might be prevented from fully pursuing its own separate interests;

and (g) other parties that can

significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of

the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented

from fully pursuing its own separate interests.

Issued Accounting Pronouncements

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present or future consolidated financial statements.

Purchase Price Allocation

the terms of the Merger, the Company issued 2,297,668

shares of common stock to the members of Prairie

LLC in exchange for all of the membership interests of Prairie LLC.

Additionally and as a condition of the Merger, 4,423

shares of Series D Preferred Stock were issued

to holders of the AR Debentures.

purchase price is calculated based on the fair value of the common stock that the Company’s stockholders immediately prior to the

Merger own after the Merger and the fair value of the Series D Preferred Stock issued to the holders of the AR Debentures.

With no active

trading market for membership interests of Prairie LLC, the fair value of the common stock represents a more reliable measure of the

fair value of consideration transferred in the Merger and because it is based upon a quoted price in an active market it is a Level 1

fair value calculation.

The fair value of the 4,423

shares of Series D Preferred Stock was determined

using a valuation model with unobservable inputs and is a Level 3 fair value calculation.

total purchase price and allocated purchase price is summarized as follows:

of Total Purchase Price

Number of shares of common stock

of the combined company owned by the Company’s stockholders immediately prior to the merger (1)

Multiplied by the fair

value per share of common stock (2)

Fair value of the Company’s pre-Merger

Number of shares of Series D Preferred Stock

issued to effectuate the Merger

Multiplied by the fair value per share

Fair value of Series D Preferred Stock issued

as consideration

Prairie LLC Transaction

Purchase price

the historical shares of the common stock outstanding immediately prior to the Closing of the Merger on May 3, 2023.

on the last reported sale price of the common stock on OTC Capital Markets on May 3, 2023, the closing date of the Merger (the “Closing

value calculated as described above on May 3, 2023.

LLC transaction costs consist primarily of legal expenses incurred by Prairie LLC.

The transaction costs have been reflected as an

increase in the purchase price.

purchase price for the Merger was allocated to the net assets acquired on the basis of relative fair values.

The fair values of the current

assets acquired and current liabilities (excluding the convertible debentures) assumed in the Merger were determined to approximate carrying

value due to their short-term nature.

The fair values of the mining equipment were determined using estimated replacement values of the

same or similar equipment and, as such, are Level 3 fair value calculations.

The fair value of the secured convertible debentures was

calculated as described above.

The fair value of the share issuance liability was calculated based on the quoted price of the Company’s

common stock and, as such, is a Level 1 measurement on the fair value hierarchy.

The following summarizes the allocation of the purchase

price to the net assets acquired.

of Allocation of Purchase Price to Net Assets Acquired

Price Allocation:

Cash and cash

Accounts receivable

Prepaid expenses

Mining equipment (1)

Deposits on mining equipment

on mining equipment, consisted of the following:

of Mining Equipment

Cryptocurrency

Balance December 31, 2020

Deposits on equipment during the period

Equipment delivered during the period

Balance December 31, 2021

Balance beginning

Deposits on equipment during the period

Equipment delivered during the period

Accounts payable and accrued

( 3,352,389 )

Secured convertible debentures

( 1,981,000 )

Balance December 31, 2022