What changed in this filing

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Item 9A. Controls and Procedures

2021-09-27 compared with 2021-05-12 · 117 added, 83 removed, 272 unchanged (42% of the section changed)

31 unchanged sentences

remediate our internal control weakness, management intends to implement the following measures:

sufficient accounting personnel or outside consultants to properly segregate duties and to effect a timely, accurate preparation

of the financial statements.

the hiring of additional accounting personnel or outside consultants, develop and maintain adequate written accounting policies and

sufficient accounting personnel or outside consultants to properly segregate duties and to

effect a timely, accurate preparation of the financial statements.

the hiring of additional accounting personnel or outside consultants, develop and maintain

adequate written accounting policies and procedures.

address the material weaknesses, we performed additional analyses and other post-closing procedures and retained the services of a consultant

31 unchanged sentences

Director/Officer

Executive Officer, President and Director

Edward (Jay) Hentschel

Andrew Boutsikakis

Chief Executive

Officer, President and Director

February 2020

John Edward (Jay) Hentschel

Patrick White

Jared Levinthal

December 2018

Patrick Avery

Chief Operating Officer

principal occupations for at least the past five years of each of our directors and executive officers are as follows:

19 unchanged sentences

since August 2017.

was Chief Executive Officer and a member of the Board of Directors of Document Security Systems, Inc.

(“DSS”) from August

2002 to December 2012, serving as its Chairman of the Board of Directors from August 2002 until January 2008.

White then served as

a Business Consultant to DSS from 2012 to 2015.

Mr.White was Chief Executive Officer and a member of the

Board of Directors of Document Security Systems, Inc.

(“DSS”) from August 2002 to December 2012, serving as its Chairman

of the Board of Directors from August 2002 until January 2008.

White then served as a Business Consultant to DSS from 2012 to 2015.

DSS is an NYSE American listed company.

White received his Bachelor’s of Science

(Accounting) and Masters of Business Administration degrees from Rochester Institute of Technology.

White received his Bachelor’s of Science (Accounting) and Masters of Business Administration

degrees from Rochester Institute of Technology.

We believe Mr.

White is qualified

to serve on our board of directors based on his extensive corporate management experience, including serving as the chief executive officer

of a publicly-held company, and his experience with the organizational challenges involved with becoming and operating as a publicly-held

White is qualified to serve on our board of directors based on his extensive

corporate management experience, including serving as the chief executive officer of a publicly-held company, and his experience with

the organizational challenges involved with becoming and operating as a publicly-held company.

Levinthal has served as a Director of the Company since December 2018.

is a Partner with Levinthal Wilkins, PLLC in Houston, TX.

Levinthal is a graduate, with Honors, of the University of Texas School

Levinthal is a Partner with Lightfoot Franklin &

White, PLLC in Houston, Texas.

Levinthal is a graduate, with Honors, Order of the Coif, from the University of Texas School of Law.

Levinthal is a graduate of Tulane University with a BA, and is a member of the Texas Bar.

Avery has over 30 years of experience working in the industries of fertilizer, mining, specialty chemicals, petroleum, and construction/project

For the first 15 years of his career, Mr.

Avery worked for ARCO and Santa Fe Pacific Pipelines in refining and transportation.

In the fertilizer industry, he worked for 11 years with JR Simplot, one of the largest privately held food and agribusiness companies

in the USA, where he held senior positions across all key business units such as mining, manufacturing, supply chain, wholesale sales

and energy management, managing over 1500 employees, three mines(two phosphate and one silica), and five major manufacturing facilities,

and several warehouse/distribution locations, making dozens of products from chemical fertilizers, industrial products, and water treatment.

Avery was also President of Intrepid Potash (NYSE:IPI), where he led all aspects of mining, manufacturing, logistics and sales.

has led several junior fertilizer companies through all key phases of growth and is currently a Board Member at Fertoz an AUS phosphate

company with major assets in North America.

More recently, Mr.

Avery is the Principal and Owner of LDR Solution LLC, a consulting firm

for major mining, chemical, fertilizer, project management and private equity companies.

are elected to hold office until the next annual meeting of stockholders and until their successors are elected and qualified.

24 unchanged sentences

of the Company who served during the fiscal years ended December 31, 2020 and 2019 for services in all capacities to the Company.

Name and Principal Position

and Principal Position

Other Compensation

Andrew Boutsikakis (1)

Chief Executive Officer

Executive Officer

Michael Flanagan (2)

Former Chief Executive Officer

Interim Chief Financial Officer

Former Chief Executive Officer

David Graber (5)

Former Chief Executive Officer

Boutsikakis was appointed CEO effective February 1, 2020 and was granted a monthly salary of $12,500.

effective December 27, 2019.

Chief Executive Officer

Chief Financial Officer

Chief Executive Officer

Boutsikakis was appointed

CEO effective February 1, 2020 and was granted a monthly salary of $12,500.

During the year ended December 31, 2020, he earned $137,500

under this arrangement, of which $48,400 was paid during the year and remaining balance was earned but unpaid

Terminated effective December

Flanagan was appointed CEO effective April 1, 2019 and was granted a monthly salary of $10,000.

During the year ended December 31, 2019, he earned $90,000 under this arrangement, of which $70,000 was paid during the year and

$20,000 was earned but unpaid.

effective October 4, 2019.

During the year ended

December 31, 2019, he earned $90,000 under this arrangement, of which $70,000 was paid during the year and $20,000 was earned but

Resigned effective October

Humphrey was appointed CFO effective March 3, 2019 and was granted an annual salary of $78,000.

the year ended December 31, 2019, he earned $46,500 under this arrangement, of which $7,500 was paid during the year and $39,000

was earned but unpaid.

effective February 28, 2019.

During the year ended

December 31, 2019, he earned $46,500 under this arrangement, of which $7,500 was paid during the year and $39,000 was earned but

Resigned effective February

Carroll was appointed CEO effective December 3, 2018 and was granted an annual salary of $52,000.

During the year ended December 31, 2019, he earned $8,667 under this arrangement, of which $4,667 was paid during the year and $4,000

was earned but unpaid.

effective November 30, 2018.

Graber was appointed CEO effective February 1, 2017 and was granted an annual salary of $264,000.

During the year ended December 31, 2018, he earned $242,000 under this arrangement, of which $10,000 was paid during the year and

$232,000 was earned but unpaid.

During the year ended December 31, 2019, he earned $220,000 under this arrangement, of which $100,000

was paid during the year and $120,000 was earned but unpaid.

On November 20, 2018, the Company settled $346,000 due to Mr.

for unpaid salaries through issuance of convertible note.

During the year ended

December 31, 2019, he earned $8,667 under this arrangement, of which $4,667 was paid during the year and $4,000 was earned but unpaid.

Company and Mr.

Boutsikakis entered into an employment

agreement, effective February 1, 2020, for a period of two years.

Boutsikakis in his capacity

as Chief Executive Officer was granted a monthly salary of $12,500, of which $7,500 are payable in cash and $5,000 are payable

in a convertible note .

Boutsikakis also received

a five-year warrant to purchase 3,000,000 shares of common stock at $0.05.

The warrant has a two-year, quarterly vesting schedule.

Company and Mr.

Flanagan entered into an employment

52 unchanged sentences

and the option price.

As of December 31, 2019, the Company had 3,155,100 options outstanding under the Plan to employees, directors and

outside consultants.

As of December 31, 2020, the Company had 2,500 options outstanding under the Plan to employees, directors and outside

November 22, 2017, stockholders of the Company holding a majority of the outstanding shares of the Company’s common stock approved,

23 unchanged sentences

12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

of May 10, 2021, there were 37,717,755 shares of common stock outstanding.

The following table sets forth certain information regarding

the beneficial ownership of the outstanding common shares as of May 10, 2021 by (i) each person who owns beneficially more than 5% of

our outstanding common stock;

of September 24, 2021, there were 226,604,039 shares of common stock outstanding.

The following table sets forth certain information

regarding the beneficial ownership of the outstanding common shares as of September 24, 2021 by (i) each person who owns beneficially

more than 5% of our outstanding common stock;

(ii) each of our executive officers and directors;

and (iii) all of our executive officers and directors

The shares listed include as to each person any shares that such person has the right to acquire within 60 days from the

Except as otherwise indicated, each such person has sole investment and voting power with respect to such shares, subject

to community property laws where applicable.

The address of our executive officers and directors is in care of us at 3675 W.

Suite 8, Las Vegas, Nevada 89118.

and (iii) all of our executive officers

and directors as a group.

The shares listed include as to each person any shares that such person has the right to acquire within 60

days from the date hereof.

Except as otherwise indicated, each such person has sole investment and voting power with respect to such

shares, subject to community property laws where applicable.

The address of our executive officers and directors is in care of us at

Teco Avenue Suite 8, Las Vegas, Nevada 89118.

OWNERSHIP OF MANAGEMENT

Name of Beneficial Owner

Number of Shares Beneficially

of Beneficial Owner

Shares Beneficially

Andrew Boutsikakis (1)

2 unchanged sentences

Jared Levinthal

All directors and named executive officers as a group (4 individuals)

5% or More Shareholders

3,000,000 shares issuable upon exercise of warrants.

502,500 shares issuable upon exercise of options.

500,000 shares issuable upon exercise of warrants.

All directors

and named executive officers as a group (4 individuals)

Includes 3,000,000 shares issuable upon exercise of

Includes 2,500 shares issuable upon exercise of options.

13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

10 unchanged sentences

The aggregate fees billed

or to be billed for professional services rendered by our principal accountant, Freed Maxick CPAs, P.C.

for audit and review services

for the years ended December 31, 2019 and 2018 were $67,239 and $106,000, respectively.

For the year ended December 31, 2019 and 2018,

the Company was not required to have an audit of its internal controls over financial reporting.

aggregate fees billed for other audit related services by our principal accountant, Freed Maxick CPAs, P.C.

pertaining to registration

statements for the years ended December 31, 2019 and 2018 were approximately $0.

aggregate fees billed for professional services rendered by our principal accountant, Freed Maxick CPAs, P.C., for preparation of tax

returns during the years ended December 31, 2019 and 2018 were $2,200 and $12,000, respectively.

aggregate other fees billed for professional services rendered by our principal accountant, Freed Maxick CPAs, P.C., during the years

ended December 31, 2019 and 2018 were $0.

or to be billed for professional services rendered by our principal accountant, Pinnacle Accountancy Group of Utah (a dba of the registered

firm Heaton & Company, PLLC) (“Pinnacle”) for audit and review services for the year ended December 31, 2020 were $25,000.

The aggregate fees billed for professional services rendered by our prior principal accountant, Freed Maxick CPAs, P.C.

(“Freed”),

for audit and review services for the year ended December 31, 2019 were $67,239.

For the years ended December 31, 2020 and 2019, the

Company was not required to have an audit of its internal controls over financial reporting.

aggregate fees billed for other audit related services by our principal accountant, Pinnacle, or our prior principal accountant, Freed,

pertaining to registration statements for the years ended December 31, 2020 and 2019 were approximately $0.

aggregate fees billed for professional services rendered by our principal accountant, Pinnacle, for preparation of tax returns during

the year ended December 31, 2020 were $0.

The aggregate fees billed for professional services rendered by our prior principal accountant,

Freed, for preparation of tax returns during the year ended December 31, 2019 were $2,200.

aggregate other fees billed for professional services rendered by our principal accountant, Pinnacle, or our prior principal accountant,

Freed, during the years ended December 31, 2020 and 2019 were $0.

do not have an Audit Committee.

5 unchanged sentences

Certificate of Amendment of Certificate of Incorporation, dated October 4, 2010 (incorporated by reference to the Company’s Current Report on Form 8-K filed on October 7, 2010).

Certificate of Amendment of the Certificate Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K filed on February 1, 2018).

Certificate of Amendment of the Certificate Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K filed on March 1, 2018).

By-laws, as amended (incorporated by reference to the Company’s Registration Statement on Form S-1 filed on April 9, 2010).

31 unchanged sentences

XBRL Schema Document

XBRL Calculation Linkbase Document

XBRL Definition Linkbase Document

XBRL Calculation Linkbase

XBRL Definition Linkbase

XBRL Label Definition Document

XBRL Presentation Linkbase Document

accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not deemed filed for purposes of Section 18 of the Exchange

XBRL Presentation Linkbase

accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not deemed filed

for purposes of Section 18 of the Exchange Act.

to the requirements of Section 13 or 15(d) of the Exchange Act of the Securities Exchange Act of 1934, the registrant has duly caused

this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BOXSCORE BRANDS, INC.

September 24, 2021

Andrew Boutsikakis

Executive Officer and President

Chief Executive Officer and President

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

/s/ Andrew Boutsikakis

September 24, 2021

Andrew Boutsikakis

Chief Executive Officer, Chief Financial Officer, President and Director

1 unchanged sentence

Principal Financial and Accounting Officer)

/s/ John Edward (Jay) Hentschel

September 24, 2021

John Edward (Jay) Hentschel

/s/ Patrick White

John Edward (Jay) Hentschel

September 24, 2021

Patrick White

/s/ Jared Levinthal

September 24, 2021

Jared Levinthal

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

What changed 10-K

Item 9A. Controls and Procedures