What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2021-09-27 compared with 2021-05-12 · 485 added, 393 removed, 597 unchanged (60% of the section changed)

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to Consolidated Financial Statements

of Independent Registered Public Accounting Firm

Balance Sheets as of December 31, 2019 and 2018

Statements of Operations for the years ended December 31, 2019 and 2018

Statements of Changes in Stockholders’

31, 2020 and 2019

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2020 and 2019

Consolidated Statements of Operations for the years ended December 31, 2020 and 2019

Consolidated Statements of Changes in Stockholders’

Deficit for the years ended December 31, 2020 and 2019

Statements of Cash Flows for the years ended December 31, 2019 and 2018

to Consolidated Financial Statements for the years ended December 31, 2019 and 2018

of Independent Registered Public Accounting Firm

Consolidated Statements of Cash Flows for the years ended December 31, 2020 and 2019

Notes to Consolidated Financial Statements for the years ended December 31, 2020 and 2019

Report of Independent Registered

Public Accounting Firm

To the Stockholders and the Board of Directors of

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Our responsibility is to express an opinion on the Company’s financial statements based on our

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

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

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 U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards

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Buffalo, New York

(Formerly U-Vend Inc.)

of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders

BoxScore Brands, Inc.

Las Vegas, NV

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheet of BoxScore Brands, Inc.

(the Company) as of December 31, 2020, and the related consolidated statements of operations, changes

in stockholders’

deficit, and cash flows for the year then ended, and the related notes (collectively referred to as the financial

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company

as of December 31, 2020, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles

generally accepted in the United States of America.

Going Concern Considerations

The accompanying financial statements have been

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

The Company has suffered recurring losses since inception and has

not achieved profitable operations, which raise substantial doubt about its ability to continue as a going concern.

Management’s

plans in regard to these matters are described in Note 3.

The financial statements do not include any adjustments that might result from

the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required

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

federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding

of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter

communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to

be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements

and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter

in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below,

providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Going Concern –

The financial statements

of the Company are prepared on a going concern basis, which assumes that the Company will continue in operation for the foreseeable future

and, accordingly, will be able to realize its assets and discharge its liabilities in the normal course of operations.

As noted in “Going

Concern Considerations”

above, the Company has a history of recurring net losses, a significant accumulated deficit and currently

has net working capital deficit.

At December 31, 2020, the Company had an accumulated deficit of $18,130,455.

The Company has contractual

obligations, such as commitments for repayments of accounts payable, accrued liabilities, notes payable, convertible notes payable, and

amounts due under capital lease (collectively “obligations”).

Currently, management’s forecasts and related assumptions

illustrate their ability to meet the obligations through management of expenditures, implementation of a new operational direction, obtaining

additional debt financing, and issuance of capital stock for additional funding to meet its operating needs.

Should there be constraints

on the ability to implement its new business operations or access financing through stock issuances, the Company will continue to manage

cash outflows and meet the obligations through debt financing.

We identified management’s

assessment of the Company’s ability to continue as a going concern as a critical audit matter.

Management made judgments to conclude

that it is probable that the Company’s plans will be effectively implemented and will provide the necessary cash flows to fund the

Company’s obligations as they become due.

Specifically, the judgments with the highest degree of impact and subjectivity in determining

it is probable that the Company’s plans will be effectively implemented include its ability to manage expenditures, its ability

to access funding from the capital market, its ability to obtain debt financing, and the successful implementation of its new operational

Auditing the judgments made by management required a high degree of auditor judgment and an increased extent of audit effort.

Addressing the matter

involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements.

These procedures included the following, among others:

(i) evaluating the probability that the Company will be able to access funding

from the capital market;

(ii) evaluating the probability that the Company will be able to manage expenditures (iii) evaluating the probability

that the Company will be able to obtain debt financing, and (iv) evaluating the planned implementation of its new business operational

/s/ Pinnacle Accountancy Group of Utah

We have served as the Company’s auditor since 2021.

Pinnacle Accountancy Group of Utah

(a dba of Heaton & Company, PLLC)

Farmington, Utah

September 27, 2021

Balance Sheets

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Accounts receivable

Inventory (net)

Prepaid expenses and other assets

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Property and equipment (net)

Security deposits

Liabilities and Stockholders’

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Noncurrent liabilities:

Promissory notes payable

Convertible notes payable, net of discount

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Derivative liabilities

Warrant liabilities

Total noncurrent liabilities

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Total stockholders’

(11,773,386 )

Total liabilities and stockholders’

accompanying notes are an integral part of these consolidated financial statements.

(Formerly U-Vend Inc.)

Statements of Operations

Cost of goods sold (exclusive of depreciation shown separately below)

Consolidated Statements of Operations

Cost of goods sold

Operating Expenses

General and administrative

Loss on asset impairment

Asset impairment

Total operating expenses

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Other Expenses (Income)

Gain on change in fair value of debt and warrant liabilities

(Gain) loss on change in fair value of derivative liabilities

Gain on settlement of liabilities

Loss( gain) on sale of assets

Loss on sale of assets

Amortization and accretion of debt discount and deferred financing costs

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Total other expenses (income)

Loss from operations before income taxes

Income (loss) from operations before income taxes

Provision for income taxes

$ (3,932,313 )

$ (1,896,150 )

Net loss per share –

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accompanying notes are an integral part of these consolidated financial statements.

(Formerly U-Vend Inc.)

Statements of changes in Stockholders’

Consolidated Statements of Changes in Stockholders’

Additional Paid in

Stockholders’

Equity/(Deficit)

Balance as of December 31, 2018

$ (12,301,992 )

Stock based compensation

$ (6,577,757 )

Shares issued for services

Shares issued for warrant exercise

Shares issued for note conversion

Reclassification of warrant liability to equity related to adoption of ASU 2017-11

Balance as of December 31, 2019

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$ (7,964,853 )

Balance as of December 31, 2018

(12,301,992 )

Shares issued for services

Shares issued for note conversion

Reclassification of warrant liability to equity related to adoption of ASU 2017-11

Fair value of warrants

Balance as of December 31, 2020

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accompanying notes are an integral part of these consolidated financial statements.

(Formerly U-Vend Inc.)

Statements of Cash Flows

Consolidated Statements of Cash Flows

Cash Flows from Operating Activities

$ (3,932,313 )

$ (1,896,150 )

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

Stock based compensation

Amortization of intangible assets

Amortization and accretion of debt discount and deferred financing costs

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Loss on default of convertible notes

Gain on change in fair value of debt and warrant liabilities

Loss (gain) on sale of asset

(Gain) loss on change in fair value of derivative liabilities

Loss on sale of asset

Loss on asset impairment

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Cash Flows from Investing Activities

Purchases of fixed assets

Proceeds from sale of property and equipment

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Cash Flows from Financing Activities

Proceeds from warrant exercise

Proceeds from promissory notes

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Cash, end of period

Supplemental disclosures of non-cash items:

Supplemental disclosures:

Interest paid

Income taxes paid

Supplemental disclosures of non-cash investing and financing activity:

Accounts payable and accrued payable exchanged for convertible note

Note payable converted to equity

Promissory note payable exchanged into convertible notes

Promissory note converted into convertible notes

Accrued interest exchanged into convertible notes

Assets acquired through capital lease

Debt discount related to warrant liability and beneficial conversion feature

accompanying notes are an integral part of these consolidated financial statements.

(Formerly U-Vend Inc.)

to Consolidated Financial Statements

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Nature of the Business

(formerly U-Vend Inc.) (the “Company”) most recently has developed, marketed and distributed various self-serve

electronic kiosks and mall/airport co-branded islands throughout North America.

The Company seeks to place its kiosks in high-traffic

host locations such as big box stores, restaurants, malls, airports, casinos, universities, and colleges.

Currently, the Company is exploring

opportunities to best utilize their equipment.

February 26, 2018, the Company filed a Certificate of Amendment of the Certificate of Incorporation.

The Certificate of Amendment changed

the Company’s name to BoxScore Brands, Inc.

from U-Vend Inc.

to better reflect the nature of the Company’s then current business

operations, which has expanded to include relationships with major sports organizations dispensing ice cream products through vending

(formerly U-Vend Inc.) (the “Company”) formerly developed, marketed and distributed various self-serve electronic

kiosks and mall/airport co-branded islands throughout North America.

Due to the nationwide shutdown related to the COVID-19 pandemic,

the Company spent a portion of 2020 restructuring and retiring certain corporate debt and obligations.

The Company focused on implementing

a new operational direction.

After a thorough evaluation process, the Company found that there is a substantial long-term demand for

specific commodities relating to battery and new energy technologies.

This presents a timely and unique opportunity based on rising demand

characteristics.

By capitalizing on market trends and current sustainable energy government mandates and environmental, social, and corporate

governance (ESG) initiatives, we will focus on bringing a vertically-integrated solution to market.

March 18, 2019, the Company approved an asset sale of the assets related to the legacy MiniMelts brand for $350,000 in cash, which was

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Part of the proceeds from the sale was used to retire certain lease obligations as well as for general operating

Company is evaluating opportunities and expects to leverage its vending assets to pursue new revenue streams and test concepts for new

offerings at retail.

Also, the Board of Directors had agreed to begin to explore the development of certain products in the cannabis

industry with a focus on non-THC Cannabinoids in frozen desserts as well as other complementary CBD product offerings though vending

as well as online sales and direct to retail, under a new brand.

Current market conditions and a global pandemic has negatively affected

management’s original go-to-market strategy and has forced the company to reevaluate all market opportunities.

Summary of Significant Accounting Policies

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generally accepted accounting principles (GAAP).

The Company’s fiscal year ends on December 31, and its fiscal quarters end on March 31, June 30 and September 30.

The Company’s fiscal year ends is December 31.

accompanying consolidated financial statements include the accounts of BoxScore Brands, Inc.

and the operations of U-Vend America, Inc.,

U-Vend Canada, Inc.

and its wholly owned subsidiary, U-Vend USA LLC.

All intercompany balances and transactions have been eliminated

in consolidation.

and the operations of its wholly-owned subsidiaries

U-Vend America, Inc., U-Vend Canada, Inc.

and U-Vend USA LLC.

All intercompany balances and transactions have been eliminated in consolidation.

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

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Thus, accounting estimates change as new events occur, as more experience is acquired, or as additional information

is stated at the lower of cost or net realizable value and cost is determined by the average cost method.

Inventory is made up of finished

goods ice cream.

The Company records an inventory reserves for spoilage and product losses.

The reserve for spoilage and product losses

was $5,500 as of December 31, 2018.

All inventory was liquidated during the year ended December 31, 2019 prior to the sale of the MiniMelts

assets (see Note1).

and Equipment

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life of the assets.

Electronic kiosks, related equipment and delivery vans have estimated useful lives between three and seven years.

Expenditures for repairs and maintenance are charged to expense as incurred.

and Equipment

and equipment are stated at cost less depreciation.

Depreciation is provided using the straight-line method over the estimated useful

life of the assets.

Equipment has estimated useful live between three and seven years.

Expenditures for repairs and maintenance are charged

to expense as incurred.

Equipment has estimated useful lives between three and seven years.

Expenditures for repairs and maintenance are

charged to expense as incurred.

of Long-lived Assets

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amount of the asset group exceeds its fair value.

During the year ended December 31, 2019, the Company recorded an asset impairment charge

of $192,705 related to property and equipment (see Note 4).

Shares Issued and Earnings Per Share

shares issued are recorded based on the value of the shares issued or consideration received, including cash, services rendered or other

non-monetary assets, whichever is more readily determinable.

The Company presents basic and diluted earnings per share.

Basic earnings

per share reflect the actual weighted average of shares issued and outstanding during the period.

(Loss) Per Share

Company presents basic and diluted earnings per share in accordance with ASC 260, “Earnings Per Share.”

Basic earnings per

share reflect the actual weighted average of shares issued and outstanding during the period.

Diluted earnings per share are computed

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the calculation for basic and diluted earnings per share is considered to be the same, as the impact of potential common shares is anti-dilutive.

of December 31, 2019 and 2018, respectively, there were approximately 159.9 million and 153.7 million shares potentially issuable under

convertible debt agreements, options, and warrants that could dilute basic earnings per share in the future that were excluded from the

calculation of diluted earnings per share because their inclusion would have been anti-dilutive to the Company’s losses during

the periods presented.

Stock Authorized

Company has authorization for “blank check”

preferred stock, which could be issued with voting, liquidation, dividend and

other rights superior to common stock.

As of December 31, 2019 and 2018, there are 10,000,000 shares of preferred stock authorized, and

no shares issued or outstanding.

of December 31, 2020 and 2019, respectively, there were approximately 166 million and 160 million shares, respectively, potentially issuable

under convertible debt agreements, options, and warrants that could dilute basic earnings per share in the future that were excluded

from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive to the Company’s losses

during the periods presented.

Financial Instruments

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Value of Financial Instruments

certain of the Company’s financial instruments, including cash and equivalents, restricted cash, accounts receivable, accounts

payable, accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities.

Topic 820, “Fair Value Measurements and Disclosures,”

requires disclosure of the fair value of financial instruments held

by the Company.

ASC Topic 825, “Financial Instruments,”

defines fair value, and establishes a three-level valuation hierarchy

for disclosures of fair value measurement that enhances disclosure requirements for fair value measures.

The three levels of valuation

hierarchy are defined as follows:

certain of the Company’s financial instruments, including cash, accounts receivable, accounts payable, accrued liabilities and

short-term debt, the carrying amounts approximate their fair values due to their short maturities.

ASC Topic 820, “Fair Value Measurements

and Disclosures,”

requires disclosure of the fair value of financial instruments held by the Company.

ASC Topic 825, “Financial

Instruments,”

defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that

enhances disclosure requirements for fair value measures.

The three levels of valuation hierarchy are defined as follows:

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

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of the Company’s debt and equity instruments include embedded derivatives that require bifurcation from the host contract under

the provisions of ASC 815-40, Derivatives and Hedging.

Certain warrant were issued between June 2013 and December 2014 were derivative

liabilities outside the exception of applying ASU 2017-11, Accounting for Certain Financial Instruments with Down Round Features.

determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no

longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock.

On January 1,

2019, the Company adopted ASU 2017-11 on its consolidated financial statements and reclassified $118,675 as equity form derivative liabilities.

The estimated fair value of the derivative warrant instruments was calculated using a Black Scholes valuation model.

the provisions of ASC 815-40, “Derivatives and Hedging.”

Certain warrants were issued between June 2013 and December 2014

were derivative liabilities outside the exception of applying ASU 2017-11, “Accounting for Certain Financial Instruments with Down

Round Features.”

When determining whether certain financial instruments should be classified as liabilities or equity instruments,

a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s

On January 1, 2019, the Company adopted ASU 2017-11 on its consolidated financial statements and reclassified $118,675 as

equity from derivative liabilities.

The estimated fair value of the derivative warrant instruments was calculated using a Black Scholes

valuation model.

following table sets forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair

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Derivative liabilities, debt and equity instruments

Company accounts for stock-based compensation in accordance with accounting guidance that requires all stock-based awards granted to

employees and directors to be measured at fair value and recognized as expense.

Stock-based compensation expense is recognized on a straight-line

basis over the requisite service period of the award, which is generally equivalent to the vesting period.

The fair value of each stock

option granted is estimated using the Black-Scholes option pricing model.

The measurement date for the non-forfeitable awards to nonemployees

that vest immediately is the date the award is issued.

on Liabilities Settlement

the year ended December 31, 2019 creditors forgave aggregate amount of $156,709, of which approximately $64,000 were associated accrued

expenses, $45,000 related to conversion of approximately $105,000 of accounts payable to a $60,000 convertible note, and $47,000 was

connected to forgiveness of accounts payable.

Company accounts for stock-based compensation in accordance with ASC 718, “Compensation –

Stock Compensation,”

requires all stock-based awards granted to employees, directors, and non-employees to be measured at grant date fair value of the equity

instrument issued, and recognized as expense.

Stock-based compensation expense is recognized on a straight-line basis over the requisite

service period of the award, which is generally equivalent to the vesting period.

The fair value of each stock option granted is estimated

using the Black-Scholes option pricing model.

The measurement date for the non-forfeitable awards to nonemployees that vest immediately

is the date the award is issued.

on Settlement of Liabilities

the year ended December 31, 2020 creditors forgave aggregate amount of $11,000 associated with accrued expenses.

During the year ended

December 31, 2019 creditors forgave aggregate amount of $156,709, of which approximately $64,000 were associated accrued expenses, $45,000

related to conversion of approximately $105,000 of accounts payable to a $60,000 convertible note, and $47,000 was connected to forgiveness

of accounts payable.

Amounts due to Related Parties

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expenses, as a result of the individual no longer being an officer of the Company during 2019, and paid net $63,370 to related parties,

resulting in a balance of $67,022 owed at December 31, 2019.

During the year ended December 31, 2020, this amount was reclassed to accrued

is recognized at the time each vending transaction occurs, the payment method is approved, and the product is disbursed from the machine.

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are delivered to the customer based on the agreement with the customer.

December 31, 2019, the Company has available net operating loss carryforwards for federal and state income tax purposes of approximately

$11.1 million and $12.1 million, respectively.

Approximately $8.6 million of the federal net operating loss carryforward expires through

2037 and $2.5 million will carryforward indefinitely, if not utilized earlier.

The state net operating loss carryforwards expire through

2039, if not utilized earlier.

Due to the uncertainty as to the Company’s ability to generate sufficient taxable income in the

future and utilize the net operating loss carryforwards before they expire, the Company has recorded a valuation allowance to fully offset

the net operating loss carryforwards, as well as the total net deferred tax assets.

Reclassifications

prior period amounts in the accompanying consolidated financial statements have been reclassified to current period presentation.

reclassifications had no effect on the results of operations or cash flows for the periods presented.

We recognize revenue under ASC 606, Revenue from Contracts with

Customers (“ASC 606”), the core principle of which is that an entity should recognize revenue to depict the transfer of control

for promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in

exchange for those goods or services.

In applying the revenue recognition principles, an entity is required to identify the contract(s)

with a customer, identify the performance obligations, determine the transaction price, allocate the transaction price to the performance

obligations and recognize revenue as the performance obligations are satisfied (i.e., either over time or at a point in time).

further requires that companies disclose sufficient information to enable readers of financial statements to understand the nature, amount,

timing and uncertainty of revenue and cash flows arising from contracts with customers.

taxes are accounted for under the liability method in accordance with ASC 740, “Income Taxes.”

Under the liability method,

future tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between the amounts

reported in the financial statements and their respective tax bases.

Future tax assets and liabilities are measured using enacted or

substantially enacted income tax rates expected to apply when the asset is realized, or the liability settled.

taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating

loss and tax credit carryforwards 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 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 the deferred tax assets will

not be realized.

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

Accounting Pronouncements

February 2016, the FASB issued ASU 2016-02, “Leases”, which requires that lease arrangements longer than 12 months result

in an entity recognizing an asset and liability.

ASU 2016-02 is effective for interim and annual periods beginning after December 15,

2018, and early adoption is permitted.

The Company has adopted ASU 2016-02 and determined that its adoption had no impact on its financial

position, results of operations or cash flows.

July 2017, the FASB issued ASU 2017-11, “Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and

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As a result of this analysis the Company recorded a cumulative effect adjustment of $118,675 on January 1, 2019.

Company has examined all other recent accounting pronouncements and determined that they will not have a material impact on its financial

position, results of operations, or cash flows.

Going Concern

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and equipment consist of the following as of December 31, 2020 and 2019:

Freezers and other equipment

Delivery vans

and other equipment

accumulated depreciation

expense amounted to $100,188 and $211,240, respectively for the years ended December 31, 2019 and 2018.

the year ended December 31, 2019, the Company recorded an asset impairment charges of $192,705 related to the certain freezers and other

equipment based the expected recoverability of the assets not currently in use.

Intangible Assets

assets consist of the following as of December 31, 2019 and 2018:

Operating agreement

accumulated amortization

expense amounted to $0 and $86,801, for the years ended December 31, 2019 and 2018.

expense amounted to $0 and $100,188 for the years ended December 31, 2020 and 2019, respectively.

We impaired our fixed assets by $0

and $192,705 during the years ended December 31, 2020 and 2019, respectively, related to the certain freezers and other equipment based

the expected recoverability of the assets not currently in use.

the years ended December 31, 2020 and 2019, the Company recorded losses on sale of assets of $12,074 and $27,465, respectively, related

to sale of the certain freezers and other equipment.

Convertible Notes

the year ended December 31, 2018, a Senior Convertible Note in the aggregate principal amount of $310,000 and a maturity date of December

31, 2018 payable to Cobrador Multi-Strategy Partners, LP (“Cobrador 1”), a related party, was extended until December 31,

The Company also extended the expiration dates of Series A Warrants issued in connection with Cobrador 1 by one year.

value of the Series A Warrants did not materially change due to the extension.

Cobrador, an entity controlled by the Company’s

former CEO, is a related party.

June 30, 2016, the Company issued an additional Senior Convertible Note in the face amount of $108,804 to Cobrador (“Cobrador 2”)

in settlement of previously accrued interest, additional interest, fees and penalties.

31, 2018 payable to Cobrador Multi-Strategy Partners, LP (“Cobrador 1”), was extended until December 31, 2019.

year ended December 31, 2020, principal and accrued interest in the amount of $55,788 were converted into 14,760,086 shares of common

The carrying value as of December 31, 2020 and 2019 was $268,900 and $310,000, respectively.

June 30, 2016, the Company issued a Senior Convertible Note in the face amount of $108,804 to Cobrador (“Cobrador 2”) in

settlement of previously accrued interest, additional interest, fees and penalties.

The additional interest, fees and penalties was $72,734

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The Senior Convertible

Note was extended during the year ended December 31, 2018 and is due on December 31, 2019.

Note was extended during the year ended December 31, 2018 and was due on December 31, 2019.

It is convertible into shares of common stock

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discount representing the beneficial conversion feature which was fully amortized at December 31, 2017.

The carrying value as of December

31, 2020 and 2019 was $108,804.

December 2017, the Company issued a Senior Convertible Note in the amount of $25,000 to Cobrador.

The note bears interest at 7%, is due

in December 2019, and is convertible into common shares at a conversion price of $0.05 per share.

In addition, in conjunction with this

note, the Company issued 500,000 warrants to purchase common shares at $0.05 with a contractual term of 5 years.

The note bears interest at 7%, was

due in December 2019, and is convertible into common shares at a conversion price of $0.05 per share.

In addition, in conjunction with

this note, the Company issued 500,000 warrants to purchase common shares at $0.05 with a contractual term of 5 years.

The estimated value

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round provision in the note agreement.

December 31, 2019 and 2018, the Cobrador notes had a carrying value of $443,804.

of the date of release of these financial statements, all senior convertible notes were in default.

The carrying value as of December 31, 2020 and 2019 was $25,000.

of the date of release of these financial statements, all senior convertible notes were in default with an interest rate increased to

Notes Payable

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has a term of 3 years and accrues interest at 17% per annum.

The total principal outstanding on this promissory note at December 31,

The total principal outstanding on this promissory note as of December 31,

2020 and 2019 was $6,235.

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During the year ended December 31, 2019, the Company repaid $46,584

in principal and fully amortized $3,325 of debt discount which left a carrying value of $25,784 as of December 31, 2019.

in principal and fully amortized $3,325 of debt discount.

As of December 31, 2020 and 2019, the balance outstanding on these notes was

the year ended December 31, 2016, the Company issued two unsecured promissory notes and borrowed an aggregate amount of $80,000.

promissory notes bear interest at 10% per annum, with a provision for an increase in the interest rate upon an event of default as defined

therein and were due at various due dates in May and September 2017.

The due dates of both notes were extended to December 31, 2019.

promissory notes bear interest at 10% per annum, with a provision for an increase in the interest rate upon an event of default by 2%

over original interest rate and were due at various due dates in May and September 2017.

The due dates of both notes were extended to

December 31, 2019.

As of December 31, 2020 and 2019, the balance outstanding on these notes was $80,000.

December 2017, the Company issued promissory notes in the aggregate principal balance of $28,000 to Cobrador, a related party.

accrue interest at 7% and have a two-year term.

December 2017, the Company issued promissory notes in the aggregate principal balance of $28,000 to Cobrador.

The notes accrue interest

at 7% and have a two-year term.

As of December 31, 2020 and 2019, the balance outstanding on these notes was $28,000.

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per annum, due on December 31, 2019.

The Company borrowed an additional $25,000 and repaid $60,000 during the year ended December 31,

2019, and the balance outstanding on this note at December 31, 2019, was $80,000.

In 2018, the Company borrowed an additional $25,000 and repaid $60,000.

The balance outstanding

on this note as of December 31, 2020 and 2019, was $80,000.

October 2014, January 2015 and October 2015, the Company entered into three (3) separate 24-month equipment financing agreements (the

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was paid down on the notes.

The carrying value as of December 31, 2018 was $287,750.

Maturities of these notes were extended to December

During the year ended December 31, 2019, $39,266

was paid down on the notes.

On April 1, 2019, total principal and accrued interest in the amount of $321,824 were restructured into two

converted notes below.

The carrying value as of December 31, 2019 and 2018 was $0 and $287,750, respectively.

During the year ended December 31, 2019, $39,266 was paid down on the notes.

On April 1, 2019, total principal and accrued

interest in the amount of $321,824 were restructured into two converted notes below.

The carrying value as of December 31, 2020 and 2019

to the Agreements, Perkins received a warrant to purchase an aggregate of 310,200 shares at an exercise price of $0.35 per share with

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The warrant was recorded as a debt discount and a warrant liability in the aggregate amount of

$3,708 due to the down round provision, pursuant which the exercise price of the warrants was revised to $0.26 at December 31, 2016.

$3,708 due to the down round provision, pursuant to which the exercise price of the warrants was revised to $0.26 at December 31, 2016.

October 2016, the Company and Perkins agreed to extend the termination date of two of the Agreements to October 17, 2017 and January

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and a five-year contractual term.

The fair value of the warrants was not material and was charged to operations in the accompanying statement

of operations for the year ended December 31, 2016.

the year ended December 31, 2018 the Agreements were purchased by a third party and the due dates were extended to December 31, 2019.

November 19, 2018, the Company issued a promissory note in the principal amount of $124,000 with net proceeds of $112,840.

matures in 64 weeks.

matured 64 weeks later.

The Company recorded $11,160 to debt discount.

During the years ended December 31, 2018, the Company repaid $9,784

During the year ended December 31, 2018, the Company repaid $9,784

in principal and amortized $872 of debt discount resulting in an unamortized debt discount of $10,288 and carrying value of $103,928

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resulting in an unamortized debt discount of $544 and carrying value of $65,518 at December 31, 2019.

During the year ended December

31, 2020, the Company repaid $15,000 in principal and fully amortized $544 of debt discount.

As of December 31, 2020 and 2019, the balance

outstanding on this note was $51,062 and $65,518, respectively.

December 12, 2018, the Company issued a promissory note in the principal amount of $112,425 with net proceeds of $64,500.

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The Company recorded $47,925 to debt discount.

During the years ended December 31,

2018, the Company repaid $9,370 in principal and amortized $3,744 of debt discount resulting in an unamortized debt discount of $44,181

and carrying value of $58,874 at December 31, 2018.

During the year ended December 31, 2019, the Company repaid $103,055 in principal

and fully amortized $44,181 of remaining debt discount resulting in carrying value of $0 at December 31, 2019.

During the year ended December 31, 2018,

the Company repaid $9,370 in principal and amortized $3,744 of debt discount resulting in an unamortized debt discount of $44,181 and

carrying value of $58,874 at December 31, 2018.

During the year ended December 31, 2019, the Company repaid $103,055 in principal and

fully amortized $44,181 of remaining debt discount resulting in carrying value of $0 at December 31, 2019.

the year ended December 31, 2019, the Company issued two promissory notes in the aggregate principal amount of $135,000, bearing interest

of 7% and maturing on August 8, 2019.

As of December 31, 2020 and 2019, the balance outstanding on these notes was $135,000.

of the date of release of these financial statements, promissory notes were in default with an interest rate increased by 2% over the

original interest rate.

March 5, 2019, the Company issued a non-equity linked promissory note for $100,000 to an investor with an annual 10% rate of interest

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As of December 31, 2019, the outstanding balance was $100,000.

the year ended December 31, 2019, the Company issued two promissory notes in the aggregate principal amount of $135,000, bearing interest

of 7% and mature on August 8, 2019.

23, 2020, total principal and accrued interest in the amount of $118,250 were converted into a new promissory note in the principal amount

of $118,250 with an annual 10% rate of interest and mature on January 15, 2022.

As of December 31, 2020, the outstanding balance was

of the date of release of these financial statements, all promissory notes were in default.

Notes Payable

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As of December 31, 2020

and 2018, outstanding balances of these notes were $121,000.

As of the date of release of these financial statements, these notes are

and 2019, outstanding balance of these notes was $121,000.

As of the date of release of these financial statements, these notes were

in default with an interest rate increased to 15%.

Company and Cobrador held three of the convertible notes in the aggregate face amount of $45,000 and agreed to extend the repayment date

to November 17, 2020.

The Company and Cobrador extended the due date to December 31, 2018 on notes totaling $25,000, and the Company

agreed to a revised conversion price of $.05 per share and a revised warrant exercise price of $0.07 per share.

The change in the value

of warrants was not material and was charged to operations during the year ended December 31, 2017.

As of December 31, 2019 and 2018,

outstanding balances of these notes were $45,000.

The Company agreed to a revised conversion price of $0.05 per share and a revised warrant exercise price of $0.07

The change in the value of warrants was not material and was charged to operations during the year ended December 31, 2017.

As of December 31, 2020 and 2019, outstanding balance of these notes was $45,000.

Stock Purchase Agreement

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The notes were due

in December 2017 and are payable at the noteholder’s option in cash or common shares at a conversion rate of $0.30 per share The

in December 2017 and are payable at the noteholder’s option in cash or common shares at a conversion rate of $0.30 per share.

conversion rate was later revised to $0.05 due to down round provisions contained in the 2015 SPA, and the due date was extended to November

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note in the face amount of $35,000 into 700,000 shares of common stock.

As of December 31, 2019, and December 31, 2018, the 2015 SPA

had a balance of $406,000.

As of December 31, 2020 and 2019, the 2015 SPA had a balance

The debt discount was fully amortized as of December 31, 2016.

As of the date of release of these financial

statements, these notes are in default.

Stock Purchase Agreement

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convertible notes in the aggregate principal amount of $761,597.

The 2016 SPA notes are due in November 2020 and bear interest at 9.5%

The 2016 SPA notes were due in November 2020 and bear interest at 9.5%

The notes are convertible into shares of common stock at a conversion price of $0.17 per share.

With this note, the Company

With these notes, the Company

satisfied its obligations for:

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due to the down round provision in the warrants.

July 11, 2019, $85,000 in principal were converted into 1,700,000 shares of common stock.

of December 31, 2019 and 2018, the 2016 SPA had a carrying value of $676,597 and $756,786, respectively.

As of the date of release of

these financial statements, these notes are in default.

July 11, 2019, $85,000 in principal was converted into 1,700,000 shares of common stock.

of December 31, 2020 and 2019, the 2016 SPA had a carrying value of $676,597.

As of the date of release of these financial statements,

these notes were in default with an interest rate increased to 18%.

2016 Financings

During the year ended December 31, 2016, the Company

issued four convertible notes (the “Cobrador 2016 Notes”) in the aggregate principal amount of $115,000.

The Cobrador 2016

Notes, related party, have a 2 year term, bear interest at 9.5% per annum, and are convertible into shares of common stock at a conversion

price of $0.17 per share.

The conversion price was subsequently revised to $0.05 per the down round provisions and the maturity date was

extended to September 26, 2021.

In connection with the Cobrador 2016 Notes, the Company granted a total of 338,235 warrants with an exercise

price of $0.30 per share which was subsequently revised to $0.05 per share due to down round provisions with a 5 year contractual term.

The Company allocated $1,994 to debt discount based on the computed fair value of the convertible notes and warrants issued and classified

the debt discount as a warrant liability due to the down round provision in the warrants.

During the year ended December 31, 2019, $20,000

was converted into 400,000 shares.

As of December 31, 2019 and 2018, the Cobrador 2016 Notes had a carrying value of $95,000 and $115,000,

respectively.

the year ended December 31, 2016, the Company issued four convertible notes (the “Cobrador 2016 Notes”) in the aggregate

principal amount of $115,000.

The Cobrador 2016 Notes have a 2 year term, bear interest at 9.5% per annum, and are convertible into shares

of common stock at a conversion price of $0.17 per share.

The conversion price was subsequently revised to $0.05 per the down round provisions

and the maturity date was extended to September 26, 2021.

In connection with the Cobrador 2016 Notes, the Company granted a total of

338,235 warrants with an exercise price of $0.30 per share which was subsequently revised to $0.05 per share due to down round provisions

with a 5 year contractual term.

The Company allocated $1,994 to debt discount based on the computed fair value of the convertible notes

and warrants issued and classified the debt discount as a warrant liability due to the down round provision in the warrants.

year ended December 31, 2019, $20,000 was converted into 400,000 shares.

As of December 31, 2020 and 2019, the Cobrador 2016 Notes had

a carrying value of $95,000.

the fourth quarter of 2016, the Company issued three additional convertible notes in the aggregate principal amount of $250,000.

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As of December

31, 2019 and 2018, the carrying value of the note was $250,000 and $250,000.

As of the date of release of these financial statements,

these notes are in default.

31, 2020 and 2019, the carrying value of the notes was $250,000.

As of the date of release of these financial statements, these notes

were in default with an interest rate increased to 18%.

the year ended December 31, 2017, the Company entered into 19 separate convertible notes agreements (the “2017 Convertible Notes)”

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During the year

ended December 31, 2019, the Company fully amortized remaining $13,278 of debt discount resulting in carrying value of $924,282 at December

As of the date of release of these financial statements, these notes are in default.

ended December 31, 2019, the Company fully amortized remaining $13,278 of debt discount.

As of December 31, 2020 and 2019, the carrying

value of the notes was $924,282.

As of the date of release of these financial statements, these notes were in default with an interest

rate increased to 18%.

the year ended December 31, 2018, the Company entered into seventeen separate convertible notes agreements (the “2018 Convertible

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if paid in cash, 15% if paid in common stock, and are convertible into shares of common stock at a conversion price of $0.05 per share.

In connection with the 2018 Convertible Notes, the Company issued a total of 10,750,000 warrants with an exercise price of $0.07 per

share with a 5 year term.

The Company allocated $33,384 to a debt discount based on the computed fair value of the convertible notes

and warrants issued and classified the debt discount as a warrant liability due to the down round provision in the warrants.

year ended December 31, 2018, the Company amortized $12,803 of debt discount resulting in an unamortized debt discount of $20,581 and

carrying value of $516,919 at December 31, 2018.

These notes are accruing interest at the cash rate of 9.5%.

In connection with the 2018 Convertible Notes, the Company issued a total

of 10,750,000 warrants with an exercise price of $0.07 per share with a 5 year term.

The Company allocated $33,384 to a debt discount

based on the computed fair value of the convertible notes and warrants issued and classified the debt discount as a warrant liability

due to the down round provision in the warrants.

During the year ended December 31, 2018, the Company amortized $12,803 of debt discount

resulting in an unamortized debt discount of $20,581 and carrying value of $516,919 at December 31, 2018.

As of the date of release of

these financial statements, convertible notes in aggregate amount of $340,000 were in default.

During the year ended December

31, 2019, the Company amortized $16,692 of debt discount resulting in an unamortized debt discount of $3,889 and carrying value of $533,611

as of December 31, 2019.

During the year ended December 31, 2020, the Company fully amortized $3,889 of debt discount resulting in carrying

value of $537,500 as of December 31, 2020.

As of the date of release of these financial statements, convertible notes were in default

with an interest rate increased to 18%.

November 20, 2018, two officers converted $436,500 accrued compensation into two convertible note agreements in the principal amount

of $436,500 in exchange.

The note has a 2 year term, bear interest at 9.5% if paid in cash, 15% if paid in common stock, and is convertible

The notes have a 2 year term, bear interest at 9.5% if paid in cash, 15% if paid in common stock, and are convertible

into shares of common stock at a conversion price of $0.05 per share.

year ended December 31, 2018, the Company entered into three convertible notes agreements in the aggregate principal amount of $240,500

The note is accruing interest at the 9.5% cash rate.

As of December

31, 2020 and 2019, the carrying value of the notes was $436,500.

As of the date of release of these financial statements, convertible

notes were in default with an interest rate increased to 18%.

year ended December 31, 2018, the Company entered into three convertible note agreements in the aggregate principal amount of $240,500

with a net proceed of $214,000.

These notes had a 1-year term, and bears interest at 8%-12%.

These notes had a 1-year term, and bear interest at 8%-12%.

The notes are convertible into common stock

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at December 31, 2019.

2018 Financings

January 26, 2018, the Company entered into a convertible note agreement in the amount of $78,750, with original discount of $3,750, bearing

an annual interest rate of 8%.

The note is convertible into common stock at a conversion price of $0.07 per share.

The Company repaid

$78,750 to repay the note in full in August 2018.

On March 18, 2019, the Company issued a convertible

promissory note for $85,250 with net proceed of $75,000 to an investor with an 8.0% rate of interest and a one (1) year maturity.

Company has the option to pre-pay the note (principal and accrued interest) in cash within the 1st 90 days from issuance at a 25% premium,

and 40% premium 91-180 days from the issuance date.

Subsequent to 181 days, the Company shall have no right of prepayment and the holder

may convert at a 40% discount to the prevailing market price.

The note matures on December 11, 2019.

The note is convertible into shares

of common stock at the lesser of 1) lowest trading price of twenty-five days prior to March 18, 2019 or 2) 60% of lowest trading price

of twenty-five days prior to the Conversion Day.

The embedded conversion features were valued at $0 due to default.

In addition, the Company

also recorded $10,250 as original debt discount.

These notes were in default due to failure to comply with the reporting requirements

of the Exchange Act, as the result, the Company recorded additional $42,625 penalty in principal as of December 31, 2019.

the year ended December 31, 2019, the Company amortized $23,384 of debt discount resulting in unamortized debt discount of $0 and carrying

value of $127,875 at December 31, 2019.

During the year ended December 31, 2020, total principal and accrued interest in the amount of $37,712 were converted

into 9,924,132 shares of common stock, resulting in carrying value of $281,250 as of December 31, 2020.

March 18, 2019, the Company issued a convertible promissory note for $85,250 with net proceed of $75,000 to an investor with an 8.0%

rate of interest and a one (1) year maturity.

The Company had the option to pre-pay the note (principal and accrued interest) in cash

within the 1st 90 days from issuance at a 25% premium, and 40% premium 91-180 days from the issuance date.

Subsequent to 181 days, the

Company shall have no right of prepayment and the holder may convert at a 40% discount to the prevailing market price.

The note matured

on December 11, 2019.

The note is convertible into shares of common stock at the lesser of 1) lowest trading price of twenty-five days

prior to March 18, 2019 or 2) 60% of lowest trading price of twenty-five days prior to the Conversion Day.

In addition, the Company also

recorded $10,250 as original debt discount.

These notes were in default due to failure to comply with the reporting requirements of the

Exchange Act, as the result, the Company recorded additional $42,625 penalty in principal as of December 31, 2019.

During the year

ended December 31, 2019, the Company fully amortized $23,384 of debt discount.

During the year ended December 31, 2020, accrued interest

in the amount of $24,508 was converted into 13,426,091 shares of common stock.

As of December 31, 2020 and 2019, the carrying value of

the note was $127,875.

As of the date of release of these financial statements, convertible note was in default with an interest rate

increased to 24%.

March 14, 2019, the Company converted accounts payable of approximately $105,000 payables into a convertible note agreement in the principal

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price of $0.05 per share.

The note is accruing interest at the cash rate of 9.5%.

The outstanding principal balance was $60,000 as of

December 31, 2020 and 2019.

April 1, 2019, The Company converted an aggregate amount of principal and accrued interest of Perkins promissory note in the amount of

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The outstanding

principal balance were of $331,824 at December 31, 2019.

principal balance was $331,824 as of December 31, 2020 and 2019.

April 15, 2019, the Company converted an accrued payable of $108,572, which was used to purchase vending machine, into a convertible

1 unchanged sentence

of common stock at a conversion price of $0.07 per share.

The outstanding principal balance was of $108,572 at December 31, 2019.

On May 30, 2019,

the Company issued a series of convertible notes under a $250,000 revolving Senior Secured credit facility to an investor, for working

capital purposes.

As of December 31, 2019, $426,303 was drawn under the agreement.

The notes carry an interest rate of 9.5% and a two-year

The notes are convertible into common stock at $0.07 per share and are redeemable after one-year at the company’s option.

The notes also contain a 4.99% limitation of ownership on conversion.

Subsequent to December 31, 2019, the agreement was modified formally

to increase the limit on the facility by 206,231.

The investor had consented to higher draws on the facility during the third quarter

in excess of the limit per the initial agreement.

the year ended December 31, 2019, the Company entered into several convertible notes in the amount of $68,000.

The Note has a 2 year

term, bear interest at 9.5% if paid in cash, 15% if paid in common stock, and are convertible into shares of common stock at a conversion

price of $0.07 per share.

The outstanding principal balance was of $68,000 at December 31, 2019.

the year ended December 31, 2019, the Company entered into a convertible notes agreements in the amount of $50,000.

The Note have a 2

year term, bear interest at 9.5% if paid in cash, 15% if paid in common stock, and are convertible into shares of common stock at a conversion

The outstanding principal balance was $108,572 as of December 31, 2020 and

The note is accruing interest at the 9.5% cash rate.

May 30, 2019, the Company issued a series of convertible notes under a $250,000 revolving Senior Secured credit facility to an investor,

for working capital purposes.

The notes carry an interest rate of 9.5% and a two-year term.

The notes are convertible into common stock

at $0.07 per share and are redeemable after one-year at the Company’s option.

The notes also contain a 4.99% limitation of ownership

on conversion.

The investor had consented to higher draws on the facility in excess of the limit per the initial agreement.

15, 2020, the Company issued a convertible note in the amount of $206,231.

The note has a 2 year term, bears interest of 9.5% if paid

in cash, 15% if paid in common stock, and is convertible into shares of common stock at a conversion price of $0.05 per share.

24, 2020, the Company issued a convertible promissory note in the amount of $147,000.

The note has a 2 year term, bears interest of 9.5%

if paid in cash, 15% if paid in common stock, and is convertible into shares of common stock at a conversion price of $0.03 per share

and is redeemable at the principal amount plus accrued unpaid interest after one year, at the Company’s option.

The note is accruing

interest at the 9.5% cash rate.

During the year ended December 31, , 2020, $176,928 was drawn under the agreement, including $75,500

in cash proceeds and $1000,428 in repayment of accrued liabilities.

As of December 31, 2020 and 2019, $603,231 and $426,303 was drawn

under these agreements, respectively.

the year ended December 31, 2019, the Company entered into several convertible note agreements in the amount of $68,000.

The Notes have

a 2 year term, bear interest at 9.5% if paid in cash, 15% if paid in common stock, and are convertible into shares of common stock at

a conversion price of $0.07 per share.

The outstanding principal balance was of $68,000 as of December 31, 2020 and 2019.

The Notes are

accruing interest at the 9.5% cash rate.

the year ended December 31, 2019, the Company entered into a convertible notes agreement in the amount of $50,000.

The Note has a 6 month

term, bears interest at 9.5% if paid in cash, 15% if paid in common stock, and is convertible into shares of common stock at a conversion

price of $0.01 per share.

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with a 5 year term.

The outstanding balance was $50,000 at December 31, 2019.

The outstanding balance was of $50,000 as of December 31, 2020 and 2019.

January 1, 2020, the Company issued a convertible note in the amount of $8,500 for conversion of accrued liabilities.

The Note has a

2 year term, bears interest of 9.5% if paid in cash, 15% if paid in common stock, and is convertible into shares of common stock at a

conversion price of $0.05 per share.

The outstanding principal balance was $8,500 as of December 31, 2020.

March 1, 2020, the Company issued a convertible note in the amount of $17,899 for conversion of accrued liabilities.

The Note has a 2

year term, bears interest of 9.5% if paid in cash, 15% if paid in common stock, and is convertible into shares of common stock at a conversion

price of $0.05 per share.

The outstanding principal balance was $17,899 as of December 31, 2020.

November 1, 2020, the Company issued a convertible note in the amount of $46,719 for conversion of accrued liabilities.

a 2 year term, bears interest of 9.5% if paid in cash, 15% if paid in common stock, and is convertible into shares of common stock at

a conversion price of $0.05 per share.

The outstanding principal balance was $46,719 as of December 31, 2020.

2020 Financings are accruing interest at their cash repayment rate of 9.5%.

maturities of debt remaining as of December 31, 2020 for each respective fiscal year end are as follows:

unamortized debt discount

following table reconciles, for the period ended December 31, 2019, the beginning and ending balances for financial instruments related

to the embedded conversion features that are recognized at fair value in the consolidated financial statements:

Balance of embedded derivative as of December 31, 2018

following table reconciles, for the years ended December 31, 2020 and 2019, the beginning and ending balances for financial instruments

related to the embedded conversion features that are recognized at fair value in the consolidated financial statements:

Balance of embedded derivative at the beginning of the year

Additions related to embedded conversion features of convertible debt issued

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Change in fair value of conversion features

Balance of embedded derivatives at December 31, 2019

Balance of embedded derivatives at the end of the year

Capital Lease Obligations

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market each reporting period.

On January 1, 2019, the Company adopted ASU 2017-11 on its consolidated financial statements and reclassified

$118,675 as equity from derivative liabilities.

the year ended December 31, 2018 the Company entered into various capital lease agreements.

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Capital Stock

Company has authorized 600,000,000 shares of common stock.

Company has authorization for “blank check”

preferred stock, which could be issued with voting, liquidation, dividend and

other rights superior to common stock.

As of December 31, 2020 and 2019, there are 10,000,000 shares of preferred stock authorized, par

value $0.001, and no shares issued or outstanding.

Company has authorized 600,000,000 shares of common stock with a par value of $.001.

the year ended December 31, 2020, the Company issued 38,110,309 shares of its common stock, in conversion of $118,008 of convertible

the year ended December 31, 2019, the Company issued 5,541,096 shares of its common stock, including 3,441,096 shares of common stock

with a fair value of $285,379 for services rendered, and 2,100,000 shares in conversion of $105,000 of convertible notes.

the year ended December 31, 2018, the Company issued 4,561,667 shares of its common stock, including 1,375,000 shares of common stock

with a fair value of $60,990 for services rendered, and 3,186,667 shares of common stock for $278,000 upon exercise of warrants.

Stock Options and Warrants

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2016 Warrants - 2016 SPA convertible debt

Warrants - 2015 SPA convertible debt

- November 2020

2016 Warrants for services

- November 2020

Warrants issued in exchange for equipment

Warrants - 2016 SPA convertible debt

Warrants for services

2016 Warrants - Convertible notes

- September 2021

August - September 2021

2016 Warrants for services

2016 Warrants issued with Convertible Notes

-December 2021

November -December 2021

2017 Warrants –

2017 financing

December 2022

2018 Warrants –

2019 financing

- November 2023

January - November 2023

2018 Warrants for services

- December 2023

October - December 2023

2019 Warrants –

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2019 Warrants for services

1.2 million in warrants issued during 2018

summary of all warrants activity for the year ended December 31, 2019 is as follows:

outstanding at December 31, 2018

2020 Warrants for services

February 2025

the year ended December 31, 2020, the Company issued warrants exercisable into 3,000,000 shares of common stock to its officer.

value of warrants was determined to be $5,772, and was estimated using the Black-Scholes-Merton option-pricing model with the following

expected volatility of 339%, risk-free interest rate 1.35%, expected dividend yield of 0%.

summary of all warrants activity for the years ended December 31, 2020 and 2019 is as follows:

Balance outstanding at December 31, 2018

(25,289,698 )

outstanding at December 31, 2019

at December 31, 2019

following table provides a summary of changes in the warrant liabilities measured at fair value on a recurring basis using significant

unobservable inputs (Level 3) for the years ended December 31, 2019 and 2018.

December 31, 2019

December 31, 2018

Balance of embedded derivative at the beginning of the period

Balance outstanding at December 31, 2019

Exercisable at December 31, 2019

Number of Warrants

Weighted Average Exercise Price

Weighted Average Remaining Contractual Term

Balance outstanding at December 31, 2019

Balance outstanding at December 31, 2020

Exercisable at December 31, 2019

following table provides a summary of changes in the down-round warrant liabilities measured at fair value on a recurring basis using

significant unobservable inputs (Level 3) for the years ended December 31, 2020 and 2019.

Balance of embedded down-round derivative at the beginning of the year

Fair value of warrants issued and recorded as liabilities

Reclassification of warrant lability to equity related to adoption of ASU 2017-11

Loss (gain) on fair value adjustment

Balance of embedded derivatives at the end of the period

fair value of warrants outstanding at December 31, 2019 and December 31, 2018 has been determined based on the consideration of the enterprise

value of the Company, the limited market of the shares issuable under the agreement and modeling of the Black Scholes method using multiple

volatility assumptions.

Warrants issued in and prior to 2012 are significantly out of the money and diluted therefore, management has

deemed the fair value of these to be minimal.

Gain on fair value adjustment

Balance of embedded down-round derivatives at the end of the year

Incentive Plan

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Generally, the Company issues stock options that vest over three years and expire in 5 to 10 years.

summary of all stock option activity for the year ended December 31, 2019 is as follows:

summary of all stock option activity for the years ended December 31, 2020 and 2019 is as follows:

Balance outstanding at December 31, 2018

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Exercisable at December 31, 2019

compensation related to vested options totaled $64 and $256, respectively, the years ended December 31, 2019 and 2018.

At December 31,

2019, there was no unrecognized compensation cost related to unvested options.

Balance outstanding at December 31, 2019

Cancelled or expired

Balance outstanding at December 31, 2020

Exercisable at December 31, 2020

Commitments and Contingencies

Hockey League Retail License and Sponsorship Agreement

February 27, 2015, the Company announced a multi-year, Corporate Marketing Letter Agreement (the “NHL Agreement”) with the

National Hockey League.

The NHL Agreement includes the usage of NHL ®

team branded marks on the Company’s

Frozen Pond Premium Ice Cream™

for the period commencing March 1, 2015 through June 30, 2020 in retail distributions including

mass merchants, specialty shops, convenience stores and in the Company’s specialty kiosks in North America.

Company entered into the NHL Agreement with NHL Enterprises, L.P, NHL Enterprises Canada, L.P.

and NHL Interactive Cyber Enterprises,

LLC (collectively referred to as the “NHL”

and the “Licensors”) and includes a retail license agreement, a corporate

sponsorship and a marketing agreement.

In connection with the Agreement, the Company shall pay to the NHL a royalty payment of five percent

(5%) on net sales as well as fees attributable to national advertising, promotion and corporate marketing and branding events.

The Agreement

also provides for customary representations, warranties, and indemnification from the parties.

Company has never shipped product to date and the agreement has been nullified.

the year ended December 31, 2019, the Company and NHL agreed to terminate the NHL Agreement forgiving the Company CAD $3,450,000 in outstanding

obligations under the Sponsorship Agreement, in return the Company agreed to pay the NHL an amount equal to one percent (1%) of the Company’s

net sales of certain products as defined under the agreement (the ‘Consideration’).

The products include several types of

frozen goods that bear the logo or other markings of sports or entertainment brands.

This Consideration is to be paid to the NHL quarterly

in arrears through the quarter ended June 30, 2026, or until the Company has paid USD$1,600,000 in the aggregate from the date of the

agreement to the extent that the Company has revenue related to sports or entertainment brands.

The Company recorded USD$2,674,419

in gain on settlement of liabilities.

League Baseball Properties, Inc.

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sold within the U.S., the District of Columbia and U.S.

Under the license agreement, the Company is scheduled to pay the

Under the license agreement, the Company was scheduled to pay the

following guaranteed payments;

$150,000 during 2016, $275,000 during 2017, $100,000 during 2018, and $115,000 during 2019.

is obligated to pay the licensor a royalty based on the product sold or advertising sold.

The royalty paid will offset all or a portion

was obligated to pay the licensor a royalty based on the product sold or advertising sold.

The royalty paid was to offset all or a portion

of the guaranteed payments.

The agreement is subject to customary default and termination clauses.

The Company paid $0 and $322,000 during

the years ended December 31, 2019 and 2018, respectively, and has accrued $115,000 at December 31, 2019, and $0 as of December 31, 2018,

and charged to operations $115,000 and $100,000 of guaranteed payments related to the years ended December 31, 2019 and 2018, respectively.

of December 31, 2019, the agreement with MLB has expired and the Company is evaluating the value of continuing the relationship.

The agreement was subject to customary default and termination clauses.

The Company paid $0 during the years

ended December 31, 2019 and 2020, and has accrued $115,000 at December 31, 2020 and 2019.

of December 31, 2020, the agreement with MLB has expired.

The Company will not be continuing the relationship.

10 - Income Taxes

from operations before provision (benefit) for income taxes is summarized in the following table:

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$ (1,878,591 )

income tax provision (benefit) is summarized in the following table:

$ (3,954,316 )

$ (1,896,150 )

Total Current

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$11.9 million and $12.3 million, respectively.

Approximately $8.6 million of the federal net operating loss carryforward expires through

2037 and $2.5 million will carryforward indefinitely, if not utilized earlier.

Of the federal net operating loss carryforward, $8.6 million, if not utilized earlier,

expires through 2037 and $3.3 million will carryforward indefinitely.

The state net operating loss carryforwards expire through 2040,

if not utilized earlier.

Due to the uncertainty as to the Company’s ability to generate sufficient taxable income in the

future and utilize the net operating loss carryforwards before they expire, the Company has recorded a valuation allowance to fully offset

the net operating loss carryforwards, as well as the total net deferred tax assets.

Due to the uncertainty as to the Company’s ability to generate sufficient taxable income in the future

and utilize the net operating loss carryforwards before they expire, the Company has recorded a valuation allowance to fully offset the

net operating loss carryforwards, as well as the total net deferred tax assets.

Revenue Code Section 382 (“Section 382”) imposes limitations on the availability of a company’s net operating losses

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Statutory United States federal rate

United States federal tax on foreign branch operations

State income tax, net of federal benefit

Other foreign income tax, net of federal benefit

Change in valuation allowance

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Subsequent Events

to December 31, 2019, the Company issued convertible promissory notes in the principal amount of

$147,000 to an unaffiliated investor to support the Company’s working capital requirements.

The note bears interest at the rate

of 9.5% per annum and is due and payable in two years.

The note is convertible into shares of the Company’s common stock at $0.03

per share and is redeemable at the principal amount plus accrued unpaid interest after one year, at the Company’s option.

to December 31, 2019, the Company issued a convertible promissory note in the principal amount of $254,618 to unaffiliated investors.

The notes bear interest at the rate of 9.5% per annum and is due and payable in two years.

The notes are convertible into shares of the

Company’s common stock at $0.05 per share and is redeemable at the principal amount plus accrued unpaid interest after one year,

at the Company’s option.

2019, the Board, through a shareholder vote, approved a resolution to increase the Corporate Share Count, Reverse stock split and to

Change the State of Incorporation to Nevada.

While the resolution has been approved no actions have been taken to date.

Company has evaluated events occurring subsequent to December 31, 2020 through the date these financial statements were issued and determined

the following significant events require disclosure:

to December 31, 2020, the Company issued multiple convertible promissory notes in the aggregate principal amount of $515,000 to unaffiliated

The notes bear interest at the rate of 9.5% per annum and are due and payable in two years.

The notes are convertible into

shares of the Company’s common stock at $0.05 per share and are redeemable at the principal amount plus accrued unpaid interest

after one year, at the Company’s option.

to December 31, 2020, the Company issued a convertible note for deferred compensation in the principal amount of $94,600.

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interest at the rate of 9.5% per annum and is due and payable in two years.

The notes are convertible into shares of the Company’s

The note is convertible into shares of the Company’s

common stock at $0.05 per share and is redeemable at the principal amount plus accrued unpaid interest after one year, at the Company’s

to December 31, 2020, the Company issued 150,775,975 of its common stock in conversion of $568,589 of convertible notes.

to December 31, 2020, the Company hired Patrick Avery as the Company’s Chief Operating Officer with a salary of $84,000.

9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data