What changed in this filing

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Item 1. Financial Statements

2021-09-28 compared with 2021-09-28 · 734 added, 678 removed, 128 unchanged (92% of the section changed)

2 unchanged sentences

Current assets

Prepaid expenses and other assets

Total current assets

Noncurrent assets

Property and equipment (net)

Liabilities and Stockholders’ Deficit

expenses and other assets

current assets

and equipment (net)

and Stockholders’

convertible notes

notes payable

capital lease obligation

current liabilities

Accounts payable

Accrued expenses

Accrued interest

Senior convertible notes

Promissory notes payable

Convertible notes payable

Current capital lease obligation

Total current liabilities

notes payable

lease obligation

noncurrent liabilities

Promissory notes payable

Convertible notes payable

Capital lease obligation

Derivative liabilities

Total noncurrent liabilities

Total Liabilities

Stockholders’ deficit

Common stock, $ .001 par value, 600,000,000 shares authorized, 211,434,302 and 75,828,064 shares issued and outstanding, respectively

Additional paid in capital

Accumulated deficit

( 16,564,146 )

Stockholders’

stock, $.001 par value, 600,000,000 shares authorized, 130,226,748 and 75,828,064 shares issued and outstanding, respectively

paid in capital

(16,516,380 )

Total stockholders’ deficit

(18,130,455 )

stockholders’

(11,773,386 )

Total liabilities and stockholders’ deficit

liabilities and stockholders’

accompanying notes are an integral part of the condensed consolidated unaudited financial statements.

Consolidated Statements of Operations

Three Months Ended

Six Months Ended

and administrative

operating expenses

General and administrative

Total operating expenses

Operating loss

Other Expenses (Income)

Gain on change in fair value of derivative liabilities

( 2,113,589 )

Gain on settlement of liabilities

Other Expenses

loss on change in fair value of derivative liabilities

on settlement of liabilities

Loss on sale of assets

Amortization and accretion of debt discount and deferred financing costs

Interest expense

Total other expenses (income)

( 1,739,956 )

Income (loss) from operations before income taxes

and accretion of debt discount and deferred financing costs

other expenses (income)

(loss) from operations before income taxes

Provision for income taxes

Net Income (Loss)

$ ( 218,960 )

$ ( 437,156 )

Net income (loss) per share – basic

Net income (loss) per share – diluted

Weighted average common shares – basic

Weighted average common shares - diluted

income (loss)

income (loss) per share –

average common shares –

accompanying notes are an integral part of the condensed consolidated unaudited financial statements.

Statements of Changes in Stockholders’ Deficit

and Six Months ended June 30, 2021 and 2020

Statements of Changes in Stockholders’

Stockholders'

Balance as of December 31, 2019

$ ( 14,198,142 )

$ ( 7,964,853 )

Fair value of warrants

Balance as of June 30, 2020

$ ( 14,635,298 )

$ ( 8,399,385 )

Balance as of December 31, 2020

$ ( 18,130,455 )

$ ( 11,773,386 )

Shares issued for note conversion

Fair value of warrants

Balance as of June 30, 2021

$ ( 16,564,146 )

$ ( 9,693,485 )

Balance as of March 31, 2020

Balance as of

December 31, 2019

$ (14,198,142 )

$ (7,964,853 )

Fair value of warrants

Balance as of June 30, 2020

as of March 31, 2020

$ (14,416,338 )

$ (8,183,049 )

Balance as of March 31, 2021

as of December 31, 2020

$ (18,130,455 )

2 unchanged sentences

Fair value of warrants

Balance as of June 30, 2021

as of March 31, 2021

$ (16,516,380 )

2 unchanged sentences

Consolidated Statements of Cash Flows

Six Months Ended

Cash Flows from Operating Activities

Net income (loss)

$ ( 437,156 )

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Stock based compensation

Amortization and accretion of debt discount and deferred financing costs

Gain on settlement of liabilities

Gain on change in fair value of derivative liabilities

( 2,113,589 )

Cash Flows from Operating

income (loss)

to reconcile net income (loss) to net cash used in operating activities:

based compensation

and accretion of debt discount and deferred financing costs

on settlement of liabilities

loss on change in fair value of debt and warrant liabilities

Loss on sale of assets

Changes in operating assets and liabilities:

Accounts receivable

Prepaid expenses and other assets

Accounts payable and accrued expenses

Accrued interest

Amount due to officers

Net cash used in operating activities

Cash Flows from Investing Activities:

Proceeds from sale of property and equipment

Net cash provided by investing activities

Cash Flows from Financing Activities

Proceeds from convertible notes

Repayments of capital lease obligations

Repayment of convertible notes

Repayments of promissory notes

Net cash provided by (used in) financing activities

Net increase (decrease) in cash

in operating assets and liabilities:

expenses and other assets

payable and accrued expenses

due to officers

cash used in operating activities

from Investing Activities:

from sale of property and equipment

cash provided by investing activities

from Financing Activities

from convertible notes

of capital lease obligations

of promissory notes

cash provided by (used in) financing activities

Net decrease in cash

Cash, beginning of period

Cash, end of period

end of period

Supplemental disclosures:

Interest paid

Income taxes paid

Supplemental disclosures of non-cash items:

Accounts payable and accrued payable exchanged for convertible note

Supplemental disclosures of

non-cash items:

payable and accrued expenses exchanged for convertible note

assets under lease exchanged in settlement of lease liability

convertible notes converted to common stock

Accrued interest on convertible notes converted to common stock

interest on senior convertible notes converted to common stock

accompanying notes are an integral part of the condensed consolidated unaudited financial statements.

to Condensed Consolidated Financial Statements

the Six months Ended June 30, 2021 and 2020

the Three months Ended March 31, 2021 and 2020

Nature of the Business

(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.

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generally accepted accounting principles

(“GAAP”) for interim financial information and with the instructions to Form 10-Q.

Accordingly, they do not include all the

2 unchanged sentences

of normal recurring accruals considered necessary for a fair and non-misleading presentation of the financial statements have been included.

Operating results for the six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year

ending December 31, 2021.

Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the

year ending December 31, 2021.

The balance sheet as of December 31, 2020 has been derived from the audited consolidated financial statements

31 unchanged sentences

amount of the asset group exceeds its fair value.

Earnings Per Share

The 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 including the number of additional shares that

would have been outstanding if dilutive potential shares had been issued.

In a loss period, 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.

As of June 30, 2021 and December 31, 2020, there

were approximately 162 million and 166 million shares potentially issuable under convertible debt agreements, options, and warrants that

could dilute basic earnings per share if converted that were included in the calculation of diluted earnings per share for the six months

ended June 30, 2021.

These if-converted shares were excluded from the other periods presented because their inclusion would have been

anti-dilutive to the Company’s losses during those periods.

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

including the number of additional shares that would have been outstanding if dilutive potential shares had been issued.

In a loss period,

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.

As of March 31, 2021 and December 31, 2020, there were approximately 167

million and 166 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.

Three Months Ended

Six Months Ended

Net income (loss)

5 unchanged sentences

Net income (loss) per common share:

Derivative Financial Instruments

The Company evaluates its financial instruments

to determine if such instruments are derivatives or contain features that qualify as embedded derivatives.

Certain warrants issued by

the Company contain terms that result in the warrants being classified as derivative liabilities for accounting purposes.

For derivative

financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair market value

and then is revalued at each reporting date, with changes in fair value reported in the consolidated statement of operations.

does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks.

Fair Value of Financial

For certain of the Company’s

financial instruments, including cash and equivalents, 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,”

For the three

months ended March 31, 2020, the convertible instruments are anti-dilutive and therefore, have been excluded from earnings (loss) per

Financial Instruments

Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded

Certain warrants issued by the Company contain terms that result in the warrants being classified as derivative liabilities

for accounting purposes.

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially

recorded at its fair market value and then is revalued at each reporting date, with changes in fair value reported in the consolidated

statement of operations.

The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency

Value of Financial Instruments

certain of the Company’s financial instruments, including cash and equivalents, 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.

The Company considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and volume

to provide pricing information on an ongoing basis

Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the

full term of the asset or liability.

This category includes those derivative instruments that the Company values using observable market

Substantially all of these inputs are observable in the marketplace throughout the term of the derivative instruments, can be derived

from observable data, or supported by observable levels at which transactions are executed in the marketplace.

Measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less

observable from objective sources (i.e.

supported by little or no market activity).

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

Unadjusted quoted prices in active markets that are accessible at the measurement date

for identical, unrestricted assets or liabilities.

The Company considers active markets as

those in which transactions for the assets or liabilities occur in sufficient frequency and

volume to provide pricing information on an ongoing basis

Quoted prices in markets that are not active, or inputs which are observable, either directly

or indirectly, for substantially the full term of the asset or liability.

This category includes

those derivative instruments that the Company values using observable market data.

Substantially

all of these inputs are observable in the marketplace throughout the term of the derivative

instruments, can be derived from observable data, or supported by observable levels at which

transactions are executed in the marketplace.

Measured based on prices or valuation models that require inputs that are both significant

to the fair value measurement and less observable from objective sources (i.e.

by little or no market activity).

Level 3 instruments include derivative warrant instruments.

The Company does not have sufficient corroborating evidence to support classifying these assets and liabilities as Level 1 or Level 2.

Certain 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.”

The following table sets forth by level within

the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis as of June 30,

2021 and December 31, 2020:

Fair Value Measurement at

June 30, 2021

Derivative liabilities, debt and equity instruments

Fair Value Measurement at

The Company does not have sufficient corroborating evidence to support classifying these

assets and liabilities as Level 1 or Level 2.

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.”

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

value on a recurring basis as of March 31, 2021 and December 31, 2020:

Value Measurement at

Derivative liabilities,

debt and equity instruments

Value Measurement at

Derivative liabilities,

debt and equity instruments

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 Liabilities Settlement

the three months ended March 31, 2021 creditors forgave aggregate amount of $ $15,252 associated with accrued expenses.

the Company recorded a gain on capital lease settlement of $16,074 as detailed in Note 6, resulting in total gain on settlement of liabilities

recognize revenue under Accounting Standards Codification Topic 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).

ASC 606 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.

Accounting Pronouncements

August 5, 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives

and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an

Entity’s Own Equity, which simplifies the accounting for certain financial instruments with characteristics of liabilities

and equity, including convertible instruments and contracts on an entity’s own equity.

This ASU is effective for public business

entities, excluding smaller reporting companies, for fiscal years beginning after December 15, 2021, and for all other entities for fiscal

years beginning after December 15, 2023.

Early adoption is permitted for all entities no earlier than for fiscal years beginning after

December 15, 2020.

Derivative liabilities, debt and equity instruments

Stock-Based Compensation

The Company accounts for stock-based compensation

in accordance with ASC 718, “Compensation – Stock Compensation,” that 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.

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.

Gain on Liabilities Settlement

During the six months ended June 30, 2021 creditors

forgave aggregate amount of $ 15,252 associated with accrued expenses.

In addition, the Company recorded a gain on capital lease settlement

of $ 16,074 as detailed in Note 6, resulting in total gain on settlement of liabilities of $ 31,326 .

Revenue Recognition

We recognize revenue under ASC 606, Revenue from

Contracts with Customers, 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).

ASC 606 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.

The Company recognized $ 0 revenue during the six

months ended June 30, 2021 and 2020.

Recent Accounting Pronouncements

On August 5, 2020, the FASB issued ASU 2020-06, Debt—Debt

with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting

for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an

entity’s own equity.

This ASU is effective for public business entities, excluding smaller reporting companies, for fiscal years

beginning after December 15, 2021, and for all other entities for fiscal years beginning after December 15, 2023.

Early adoption is permitted

for all entities no earlier than for fiscal years beginning after December 15, 2020.

The Company is currently evaluating the effects this

ASU will have on its financial statements.

The 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.

Note 3 – Going Concern

The accompanying consolidated financial statements

have been prepared on a going concern basis.

The Company reported net income of $ 1,566,309 for the six months ended June 30, 2021 and

has incurred accumulated losses totaling $ 16,564,146 through June 30, 2021.

In addition, the Company has incurred negative cash flows

from operating activities since its inception.

The Company has relied on the proceeds from loans and private sales of its stock, in addition

to its revenues, to finance its operations.

These factors, among others, indicate that the Company may be unable to continue as a going

The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

With the onset of the Covid 19 pandemic, the reduction

of foot traffic and closure of retail locations, management has been proactively looking at new business models and opportunities to stabilize

revenues and continue to grow the Company.

Until the Company can generate significant cash from operations, its ability to continue as

a going concern is dependent upon obtaining additional financing.

The Company hopes to raise additional financing, potentially through

the sale of debt or equity instruments, or a combination, to fund its operations for the next 12 months and allow the Company to continue

the development of its business plans and satisfy its obligations on a timely basis.

Should additional financing not be available, the

Company will have to negotiate with its lenders to extend the repayment dates of its indebtedness.

There can be no assurance that the

Company will be able to successfully restructure its debt obligations in the event it fails to obtain additional financing.

These conditions

have raised substantial doubt as to the Company’s ability to continue as a going concern for one year from the issuance of the financial

statements, which has not been alleviated.

Note 4 – Property and Equipment

Property and equipment consist of the following as of June 30, 2021

and December 31, 2020:

Freezers and other equipment

The Company is currently evaluating the effects this ASU will have on its financial statements.

Company has examined all 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

accompanying consolidated financial statements have been prepared on a going concern basis.

The Company reported net gain of $1,614,075

for the three months ended March 31, 2021 and has incurred accumulated losses totaling $16,516,380 through March 31, 2021.

the Company has incurred negative cash flows from operating activities since its inception.

The Company has relied on the proceeds from

loans and private sales of its stock, in addition to its revenues, to finance its operations.

These factors, among others, indicate that

the Company may be unable to continue as a going concern.

The consolidated financial statements do not include any adjustments that might

result from the outcome of these uncertainties.

the onset of the Covid 19 pandemic, the reduction of foot traffic and closure of retail locations, management has been proactively looking

at new business models and opportunities to stabilize revenues and continue to grow the Company.

Until the Company can generate significant

cash from operations, its ability to continue as a going concern is dependent upon obtaining additional financing.

The Company hopes

to raise additional financing, potentially through the sale of debt or equity instruments, or a combination, to fund its operations for

the next 12 months and allow the Company to continue the development of its business plans and satisfy its obligations on a timely basis.

Should additional financing not be available, the Company will have to negotiate with its lenders to extend the repayment dates of its

indebtedness.

There can be no assurance that the Company will be able to successfully restructure its debt obligations in the event it

fails to obtain additional financing.

These conditions have raised substantial doubt as to the Company’s ability to continue as

a going concern for one year from the issuance of the financial statements, which has not been alleviated.

Property and Equipment

and equipment consist of the following as of March 31, 2021 and December 31, 2020:

Freezers and other

Delivery vans

accumulated depreciation

During the six months ended June 30, 2020, the

Company received proceeds of $ 18,000 for the sale of certain freezers and other equipment, resulting in a loss on sale of assets of $ 12,074 .

During the six months ended June 30, 2021, the Company remitted leased assets with a carrying value of $ 44,100 back to the lessors in

settlement of the underlying lease liability (Note 6).

Note 5 – Debt

Senior Convertible Notes

During 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”), was extended until December 31, 2019.

The Company also extended the expiration dates of Series

A Warrants issued in connection with Cobrador 1 by one year.

The fair value of the Series A Warrants did not materially change due to

the extension.

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

shares of common stock.

the three months ended March 31, 2020, the Company received proceeds of $18,000 from the sale of freezers and other equipment, resulting

in a loss on sale of assets of $ $12,074.

During the three months ended March 31, 2021, the Company remitted leased assets with a carrying

value of $44,100 back to the lessors in settlement of the underlying lease liability (Note 6).

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”), was extended until December 31, 2019.

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

The fair value of the Series

A Warrants did not materially change due to the extension.

During the year ended December 31, 2020, principal and accrued interest in

the amount of $55,788 were converted into 14,760,086 shares of common stock.

The carrying value as of December 31, 2020 was $268,900.

During the six months ended June 30, 2021, total principal

of $ 208,900 and accrued interest in the amount of $ 147,523 were converted into 93,770,939 shares of common stock resulting in carrying

value of $ 60,000 as of June 30, 2021.

On 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 and this amount was charged to operations as debt

discount amortization during the year ended December 31, 2016.

The Senior Convertible 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 at a conversion price $ 0.05 per share and bears

interest at 7 % per annum.

The Company determined that Cobrador 2 had a beneficial conversion feature based on the difference between the

conversion price and the market price on the date of issuance and allocated $ 87,043 as debt discount representing the beneficial conversion

feature which was fully amortized at December 31, 2017.

The carrying value as of June 30, 2021 and December 31, 2020, was $ 108,804 .

During December 2017, the Company issued a Senior

Convertible Note in the amount of $ 25,000 to Cobrador.

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 of the warrants was determined to be $ 1,421

and was recorded as interest expense during 2017 and a warrant liability due to the down round provision in the note agreement.

value as of June 30, 2021 and December 31, 2020, was $ 25,000 .

As of the date of release of these financial statements,

all senior convertible notes were in default.

Promissory Notes Payable

During 2014, the Company issued an unsecured promissory

note to a former employee of U-Vend Canada.

The original amount of this note was $ 10,512 has a term of 3 years and accrues interest at

17 % per annum.

The total principal outstanding on this promissory note as of June 30, 2021 and December 31, 2020, was $ 6,235 .

Starting of 2015, the Company entered into a series

of promissory notes from the same lender.

All of the notes bear interest at a rate of 19 % per annum and are payable together with interest

over a period of six (6) months from the date of borrowing.

As of December 31, 2015, note balance was $ 11,083 .

In 2016, the Company borrowed

$ 76,500 and repaid $ 63,497 .

The balance outstanding on these notes was $ 24,116 at December 31, 2016.

In 2017, the Company borrowed $ 36,400

and repaid $ 44,449 .

The balance outstanding on these notes was $ 16,067 at December 31, 2017.

In 2018, the Company borrowed $ 143,908 and

repaid $ 125,931 .

The balance outstanding on these notes was $ 34,044 at December 31, 2018.

During the year ended December 31, 2019, the

Company borrowed additional $ 38,325 and recorded additional original discount in the amount of $ 3,325 associated with the new borrowing.

During the year ended December 31, 2019, the Company repaid $ 46,584 in principal and fully amortized $ 3,325 of debt discount.

30, 2021 and December 31, 2020, the balance outstanding on these notes was $ 25,784 .

During the year ended December 31, 2016, the Company

issued two unsecured promissory notes and borrowed an aggregate amount of $ 80,000 .

The 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.

During the three months ended March 31, 2021, total principal and accrued interest in the amount of $206,715 were converted into 54,398,684

shares of common stock resulting in carrying value of $155,000 as of March 31, 2021.

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

and this amount was charged to operations as debt discount amortization during the year ended December 31, 2016.

The Senior Convertible

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

at a conversion price $0.05 per share and bears interest at 7% per annum.

The Company determined that Cobrador 2 had a beneficial conversion

feature based on the difference between the conversion price and the market price on the date of issuance and allocated $87,043 as debt

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

The carrying value as of March

31, 2021 and December 31, 2020, 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%, 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

of the warrants was determined to be $1,421 and was recorded as interest expense during 2017 and a warrant liability due to the down

round provision in the note agreement.

The carrying value as of March 31, 2021 and December 31, 2020, was $25,000.

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

Notes Payable

2014, the Company issued an unsecured promissory note to a former employee of U-Vend Canada.

The original amount of this note was $10,512

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

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

2021 and December 31, 2020, was $6,235.

of 2015, the Company entered into a series of promissory notes from the same lender.

All of the notes bear interest at a rate of 19%

per annum and are payable together with interest over a period of six (6) months from the date of borrowing.

As of December 31, 2015,

note balance was $11,083.

In 2016, the Company borrowed $76,500 and repaid $63,497.

The balance outstanding on these notes was $24,116

at December 31, 2016.

In 2017, the Company borrowed $36,400 and repaid $44,449.

The balance outstanding on these notes was $16,067 at

December 31, 2017.

In 2018, the Company borrowed $143,908 and repaid $125,931.

The balance outstanding on these notes was $34,044 at

December 31, 2018.

During the year ended December 31, 2019, the Company borrowed additional $38,325 and recorded additional original

discount in the amount of $3,325 associated with the new borrowing.

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

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

As of March 31, 2021 and December 31, 2020, the balance outstanding on these

notes was $25,784.

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.

As of June 30, 2021 and December 31, 2020, the

balance outstanding on these notes was $ 80,000 .

In 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.

30, 2021 and December 31, 2020, the balance outstanding on these notes was $ 28,000 .

On April 13, 2018, the Company issued a promissory

note in the principal amount of $ 115,000 .

This note bears interest at the rate of 7 % per annum, due on December 31, 2019.

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

The balance outstanding on this note as of June 30, 2021 and December 31, 2020,

was $ 80,000 .

On November 19, 2018, the Company issued a promissory

note in the principal amount of $ 124,000 with net proceeds of $ 112,840 .

This note matures in 64 weeks.

The Company recorded $ 11,160 to

debt discount.

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 at December 31, 2018.

As of March 31, 2021 and December 31, 2020, 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.

The notes accrue interest

at 7% and have a two-year term.

As of March 31, 2021 and December 31, 2020, the balance outstanding on these notes was $28,000.

April 13, 2018, the Company issued a promissory note in the principal amount of $115,000.

This note bears interest at the rate of 7%

per annum, due on December 31, 2019.

In 2019, the Company borrowed an additional $25,000 and repaid $60,000.

The balance outstanding

on this note as of March 31, 2021 and December 31, 2020, was $80,000.

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.

The Company recorded $11,160 to debt discount.

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

at December 31, 2018.

During the year ended December 31, 2019, the Company repaid $48,154 in principal and amortized $9,744 of debt discount

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

During the year ended December

the Company repaid $ 48,154 in principal and amortized $ 9,744 of debt discount 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, the balance outstanding on this note was $ 51,062 .

During the six months ended June 30,

2021, the Company repaid $ 25,000 in principal resulting in carrying value of $ 26,062 as of June 30, 2021.

During 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 31, 2019 .

June 30, 2021 and December 31, 2020, the balance outstanding on these notes was $ 135,000 .

As of the date of release of these financial statements,

promissory notes were in default.

On 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 and a one (1) year maturity.

This investor also

received a warrant for 500,000 shares at a strike price of $ 0.07 per share with a five (5) year maturity.

The fair value of warrant was

not material.

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

As of December 31, 2020, the balance outstanding

on this note was $51,062.

During the three months ended March 31, 2021, the Company repaid $15,000 in principal resulting in carrying

value of $36,062 as of March 31, 2021.

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 31, 2019.

As of March 31, 2021 and December 31, 2020, the balance outstanding on these notes was $135,000.

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

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

and a one (1) year maturity.

This investor also received a warrant for 500,000 shares at a strike price of $0.07 per share with a five

(5) year maturity.

The fair value of warrant was not material.

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

On December 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 June 30, 2021 and December 31, 2020, the outstanding balance was $ 118,250 .

Convertible Notes Payable

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 March 31, 2021 and December 31, 2020, the outstanding

balance was $118,250.

Notes Payable

Stock Purchase Agreement

In 2014 and 2015 the Company entered into the

2014 Securities Purchase Agreement (the “2014 SPA”) pursuant to which it issued eight (8) convertible notes in the aggregate

face amount of $ 146,000 due at various dates between August 2015 and March 2016.

The principal on these notes is due at the holder’s

option in cash or common shares at a conversion rate of $ 0.30 per share.

In connection with these borrowings the Company granted a total

of 360,002 warrants with an exercise price of $ 0.35 per share and a 5 year contractual term.

The warrants issued have a down round provision

and as a result are classified as a liability in the accompanying consolidated balance sheets.

Pursuant to the down round provision, the

exercise price of the warrants was reduced to $ 0.22 at December 31, 2016.

During 2017 the Company repaid one of the notes in the amount

of $ 50,000 .

On May 1, 2018, the Company granted 1,000,000 warrants with an exercise price of $ 0.15 per share and a 5 year contractual

term, valued at $ 2,841 , which was recorded as debt discount.

As of June 30, 2021 and December 31, 2020, outstanding balance of these notes

was $ 121,000 .

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

The 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 agreed to a revised

conversion price of $ 0.05 per share and a revised warrant exercise price of $ 0.07 per share.

As of June 30, 2021 and December 31, 2020,

outstanding balance of these notes was $ 45,000 .

2014 and 2015 the Company entered into the 2014 Securities Purchase Agreement (the “2014 SPA”) pursuant to which it issued

eight (8) convertible notes in the aggregate face amount of $146,000 due at various dates between August 2015 and March 2016.

The principal

on these notes is due at the holder’s option in cash or common shares at a conversion rate of $0.30 per share.

In connection with

these borrowings the Company granted a total of 360,002 warrants with an exercise price of $0.35 per share and a 5 year contractual term.

The warrants issued have a down round provision and as a result are classified as a liability in the accompanying consolidated balance

Pursuant to the down round provision, the exercise price of the warrants was reduced to $0.22 at December 31, 2016.

the Company repaid one of the notes in the amount of $50,000.

On May 1, 2018, the Company granted 1,000,000 warrants with an exercise

price of $0.15 per share and a 5 year contractual term, valued at $2,841, which was recorded as debt discount.

As of March 31, 2021 and

December 31, 2020, outstanding balance of these notes was $121,000.

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

were in default.

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 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 March 31, 2021 and December 31, 2020, outstanding balance of these notes was $45,000.

Stock Purchase Agreement

During the year ended December 31, 2015, the Company

issued eleven subordinated convertible notes bearing interest at 9.5 % per annum with an aggregate principal balance of $ 441,000 pursuant

to the 2015 Stock Purchase Agreement (the “2015 SPA”).

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 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 17, 2020.

In connection with these borrowings, the Company

issued a warrant to purchase 735,002 shares of the Company’s common stock at an exercise price of $ 0.40 per share and a 5 year contractual

The exercise price was later revised to $ 0.22 per share pursuant to the down round provisions in the 2015 SPA.

The Company allocated

$ 8,113 of proceeds received to debt discount based on the computed fair value of the convertible notes and warrants issued.

year ended December 31, 2016, the noteholder converted one note in the face amount of $ 35,000 into 700,000 shares of common stock.

the six months ended June 30, 2021, principal in the amount of $ 93,100 was converted into 24,500,000 shares of common stock resulting

in carrying value of $ 312,900 as of June 30, 2021.

the year ended December 31, 2015, the Company issued eleven subordinated convertible notes bearing interest at 9.5% per annum with an

aggregate principal balance of $441,000 pursuant to the 2015 Stock Purchase Agreement (the “2015 SPA”).

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.

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

In connection with these borrowings, the Company issued a warrant to purchase 735,002 shares of the Company’s common

stock at an exercise price of $0.40 per share and a 5 year contractual term.

The exercise price was later revised to $0.22 per share

pursuant to the down round provisions in the 2015 SPA.

The Company allocated $8,113 of proceeds received to debt discount based on the

computed fair value of the convertible notes and warrants issued.

During the year ended December 31, 2016, the noteholder converted one

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

As of March 31, 2021 and December 31, 2020, the 2015 SPA had

a balance of $406,000.

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

Stock Purchase Agreement

On June 30, 2016, the Company entered into the

2016 Stock Purchase Agreement (the “2016 SPA”) pursuant to which it issued five convertible notes in the aggregate principal

amount of $ 761,597 .

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

The notes are convertible into shares

June 30, 2016, the Company entered into the 2016 Stock Purchase Agreement (the “2016 SPA”) pursuant to which it issued five

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

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 these notes, the Company

satisfied its obligations for:

previously issued promissory notes of $549,000, accrued interest of $38,615, lease principal installments

of $47,466, previously accrued registration rights penalties of $22,156, due to a former officer of $81,250, and additional interest,

expenses, fine and penalties of $23,110.

The Company charged additional interest, expenses, fines and penalties $23,110 to operations

as amortization of debt discount and deferred financing costs during the year ended December 31, 2016.

connection with the 2016 SPA, the Company granted a total of 2,239,900 warrants with an exercise price of $0.30 per share which was later

revised to $0.05 per share due to down round provisions, with a 5 year contractual life.

The Company allocated $19,242 to debt discount

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

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 March 31, 2021 and December 31, 2020, 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.

2016 Financings

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.

With these notes, the Company satisfied its obligations for:

previously issued

promissory notes of $ 549,000 , accrued interest of $ 38,615 , lease principal installments of $ 47,466 , previously accrued registration rights

penalties of $ 22,156 , due to a former officer of $ 81,250 , and additional interest, expenses, fine and penalties of $ 23,110 .

charged additional interest, expenses, fines and penalties $ 23,110 to operations as amortization of debt discount and deferred financing

costs during the year ended December 31, 2016.

In connection with the 2016 SPA, the Company granted

a total of 2,239,900 warrants with an exercise price of $ 0.30 per share which was later revised to $ 0.05 per share due to down round provisions,

with a 5 year contractual life.

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

On July 11, 2019, $ 85,000 in principal were converted

into 1,700,000 shares of common stock.

As of June 30, 2021 and December 31, 2020, 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.

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

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 March 31, 2021 and December 31, 2020, 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.

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 $0.05

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.

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 June 30, 2021 and December 31, 2020, the Cobrador 2016 Notes had a carrying value of $ 95,000 .

During the fourth quarter of 2016, the Company

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

The 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 $ 0.05 per share.

In connection with these borrowings,

the Company granted warrants to purchase 5,000,000 shares of common stock with an exercise price of $ 0.07 per share.

The Company allocated

$ 27,585 to debt discount based on the computed fair value of the convertible notes and warrants issued, and the debt discount is classified

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

As of June 30, 2021 and December 31, 2020, the carrying value

of the notes was $ 250,000 .

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

2017 Financings

During the year ended December 31, 2017, the Company

entered into 19 separate convertible notes agreements (the “2017 Convertible Notes)” in the aggregate principal amount of

The 2017 Convertible Notes each have a 2 year term, bear interest at 9.5 %, and are convertible into shares of common stock at

a conversion price of $ 0.05 per share.

In connection with the 2017 Convertible Notes, the Company issued a total of 16,537,926 warrants

with an exercise price of $ 0.07 per share with a 5 year term.

The Company allocated $ 59,403 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 $ 31,940 of debt discount resulting in unamortized debt

discount of $ 13,278 and carrying value of $ 910,608 at December 31, 2018.

During the year ended December 31, 2019, the Company fully amortized

remaining $ 13,278 of debt discount.

As of June 30, 2021 and December 31, 2020, the carrying value of the notes was $ 924,282 .

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

2018 Financings

During the year ended December 31, 2018, the Company

entered into seventeen separate convertible notes agreements (the “2018 Convertible Notes)” in the aggregate principal amount

of $ 537,500 .

The 2018 Convertible Notes each 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.

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.

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 June 30, 2021 and December 31, 2020.

In connection with these borrowings, the Company granted warrants to purchase 5,000,000 shares of common stock with an exercise

price of $0.07 per share.

The Company allocated $27,585 to debt discount based on the computed fair value of the convertible notes and

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

31, 2021 and December 31, 2020, the carrying value of the notes was $250,000.

As of the date of release of these financial statements,

convertible notes were in default.

On 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 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.

As of June 30, 2021 and December 31, 2020, the carrying value of the notes was $ 436,500 .

As of the date of release

of these financial statements, convertible notes were in default.

these notes were in default.

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

in the aggregate principal amount of $923,882.

The 2017 Convertible Notes each have a 2 year term, bear interest at 9.5%, and are convertible

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

In connection with the 2017 Convertible Notes, the Company issued

a total of 16,537,926 warrants with an exercise price of $0.07 per share with a 5 year term.

The Company allocated $59,403 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 $31,940 of

debt discount resulting in unamortized debt discount of $13,278 and carrying value of $910,608 at December 31, 2018.

During the year

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

As of March 31, 2021 and December 31, 2020,

the carrying value of the notes was $924,282.

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

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

Notes)”

in the aggregate principal amount of $537,500.

The 2018 Convertible Notes each 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.

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.

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

the Company entered into three convertible notes agreements in the aggregate principal amount of $ 240,500 with a net proceed of $ 214,000 .

31, 2020, the Company fully amortized $3,889 of debt discount resulting in carrying value of $537,500 as of March 31, 2021 and December

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

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 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.

As of March 31, 2021 and December 31, 2020, the carrying value

of the notes was $436,500.

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

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

with a net proceed of $214,000.

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

The notes are convertible into common stock at 60 % to 61 % multiplied by the

lowest one to two trading price(s) during fifteen to twenty-five trading day period prior to the Conversion Date.

The embedded conversion

features were valued at $ 59,027 , which were recorded as debt discount.

In addition, the Company also recorded $ 26,500 as original debt

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 $ 120,250 penalty in principal as of December 31, 2018.

During the year ended December 31, 2018, the Company

amortized $ 21,382 of debt discount resulting in unamortized debt discount of $ 64,145 and carrying value of $ 296,605 at December 31, 2018.

During the year ended December 31, 2019, the Company repaid $ 64,300 in principal and amortized $ 21,381 of debt discount, recorded $ 42,764

in accretion of debt discount, resulting in unamortized debt discount of $ 0 and carrying value of $ 296,450 at December 31, 2019.

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.

During the six months ended June 30, 2021, the Company repaid

$ 117,500 in principal, accrued interest in the amount of $ 31,860 was converted into 7,737,705 shares of common stock resulting in carrying

value of $ 88,750 as of June 30, 2021.

2019 Financings

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 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.

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 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 resulting in carrying value of $ 127,875 as of December

During the six months ended June 30, 2021, total principal of $ 12,572 and accrued interest in the amount of $ 16,489 were converted

into 9,597,594 shares of common stock resulting in carrying value of $ 115,303 as of June 30, 2021.

The notes are convertible into common stock

at 60% to 61% multiplied by the lowest one to two trading price(s) during fifteen to twenty-five trading day period prior to the Conversion

The embedded conversion features were valued at $59,027, which were recorded as debt discount.

In addition, the Company also recorded

$26,500 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 $120,250 penalty in principal as of December 31, 2018.

During the year ended December

31, 2018, the Company amortized $21,382 of debt discount resulting in unamortized debt discount of $64,145 and carrying value of $296,605

at December 31, 2018.

During the year ended December 31, 2019, the Company repaid $64,300 in principal and amortized $21,381 of debt

discount, recorded $42,764 in accretion of debt discount, resulting in unamortized debt discount of $0 and carrying value of $296,450

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.

As of March 31, 2021 and December 31, 2020, the carrying value of the notes was $281,250

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 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 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.

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.

During the year ended December 31, 2019, the Company fully amortized $23,384 of debt

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 March 31, 2021 and December 31, 2020, the carrying value of the note was $127,875.

As of the date of release of these

financial statements, convertible note was in default.

On March 14, 2019, the Company converted accounts

payable of approximately $ 105,000 payables into a convertible note agreement in the principal amount of $ 60,000 , remaining balance of

the amount owed was released and recorded as a settlement of liability.

The note has a 2 year 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 $ 0.05 per share.

The outstanding

principal balance was $ 60,000 as of June 30, 2021 and December 31, 2020.

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

note was in default.

On April 1, 2019, The Company converted an aggregate

amount of principal and accrued interest of Perkins promissory note in the amount of $ 321,824 and accounts payable of $ 10,000 into two

convertible notes.

Both 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.

The outstanding principal balance was $ 331,824 as of June 30, 2021

and December 31, 2020.

On April 15, 2019, The Company converted an accrued

payable of $ 108,572 , which was used to purchase vending machine, into a convertible note.

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

The outstanding principal balance was $ 108,572 as of June 30, 2021 and December 31, 2020.

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.

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.

On April 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.

On December 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.

As of June 30, 2021 and December 31, 2020, $ 603,231 was drawn under

these agreements.

During the year ended December 31, 2019, the Company

entered into several convertible notes 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 June 30, 2021 and December 31, 2020.

During 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.

In connection with

the Note, the Company issued 10,000,000 warrants with an exercise price of $ 0.02 per share with a 5 year term.

The outstanding balance

was of $ 50,000 as of June 30, 2021 and December 31, 2020.

2020 Financings

During the year ended December 31, 2020, the Company

entered into several convertible notes agreements in the amount of $ 73,118 .

The notes have a 2 year term, bear interest of 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.

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

amount of $60,000, remaining balance of the amount owed was released and recorded as a settlement of liability.

The note has a 2 year

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 $0.05 per share.

The outstanding principal balance was $60,000 as of March 31, 2021 and December 31, 2020.

As of the date of

release of these financial statements, convertible note was in default.

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

$321,824 and accounts payable of $10,000 into two convertible notes.

Both 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.

The outstanding

principal balance was $ 73,118 as of June 30, 2021 and December 31, 2020.

2021 Financings

During the six months ended June 30, 2021, the

Company entered into several convertible notes agreements in the amount of $ 365,000 .

The notes have a 2 year term, bear interest of 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.

The outstanding principal balance was $ 365,000 as of June 30, 2021.

On March 1, 2021, the Company issued a convertible

note for deferred compensation in the principal amount of $ 94,600 .

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 $ 0.05 per share and is redeemable at

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

the six months ended June 30, 2021, the Company repaid $ 50,000 in principal resulting in carrying value of $ 44,600 as of June 30, 2021.

Scheduled maturities of debt remaining as of June

30, 2021 for each respective fiscal year end are as follows:

principal balance was $331,824 as of March 31, 2021 and December 31, 2020.

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

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 $108,572 as of March 31, 2021 and December

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.

April 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.

On December 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.

As of March 31, 2021 and December 31, 2020, $603,231 was drawn under these agreements.

the year ended December 31, 2019, the Company entered into several convertible notes 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 March 31, 2021 and December 31, 2020.

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.

In connection with the Note, the Company issued 10,000,000 warrants with an exercise price of $0.02 per share

with a 5 year term.

The outstanding balance was of $50,000 as of March 31, 2021 and December 31, 2020.

the year ended December 31, 2020, the Company entered into several convertible note agreements in the amount of $73,118.

The notes have

a 2 year term, bear interest of 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.

The outstanding principal balance was $73,118 as of March 31, 2021 and December 31, 2020.

the three months ended March 31, 2021, the Company entered into several convertible note agreements in the amount of $125,000.

have a 2 year term, bear interest of 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.

The outstanding principal balance was $125,000 as of March 31, 2021.

the three months ended March 31, 2021, the Company issued a convertible note for deferred compensation in the principal amount of $94,600,

which is comprised of $47,500 of deferred compensation already included in an existing convertible note at December 31, 2020, and $47,100

of current period accrual conversions.

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

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 option.

The outstanding principal balance was $94,600 as of March 31,

maturities of debt remaining as of March 31, 2021 for each respective fiscal year end are as follows:

unamortized debt discount

The following table reconciles, for the six months

ended June 30, 2021 and 2020, 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 period

Change in fair value of conversion features

( 2,113,589 )

Balance of embedded derivatives at the end of the period

Note 6 – Capital Lease Obligations

The Company acquired capital assets under capital

lease obligations.

Pursuant to the agreement with the lessor, the Company makes quarterly lease payments and will make a guaranteed residual

payment at the end of the lease as summarized below.

At the end of the lease, the Company will own the equipment.

During the year ended December 31, 2018 the Company

entered into various capital lease agreements.

following table reconciles, for the three months ended March 31, 2021 and 2020, 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 period

in fair value of conversion features

of embedded derivatives at the end of the period

Capital Lease Obligations

Company acquired capital assets under capital lease obligations.

Pursuant to the agreement with the lessor, the Company makes quarterly

lease payments and will make a guaranteed residual payment at the end of the lease as summarized below.

At the end of the lease, the

Company will own the equipment.

During the year ended December 31, 2018 the

Company entered into various minimal capital lease agreements.

The leases expire at various points through the year ended December 31,

six months ended June 30, 2021, the Company settled lease liability amounts totaling $ 117,174 by paying the lessors $ 57,000 and returning

the leased property and equipment with a carrying value of $ 44,100 , resulting in a gain on settlement of liability of $ 16,074 .

The following schedule provides minimum future

rental payments required as of June 30, 2021, under the current portion of capital leases.

During the three months ended March 31, 2021, the Company settled lease liability amounts totaling $117,174 by paying the lessors

$57,000 and returning the leased property and equipment with a carrying value of $44,100, resulting in a gain on settlement of liability

following schedule provides minimum future rental payments required as of March 31, 2021, under the current portion of capital leases.

Total minimum lease payments

Amount represented interest

Present value of minimum lease payments and guaranteed residual value

Note 7 – Capital Stock

Preferred Stock

The Company has authorization for “blank

check” preferred stock, which could be issued with voting, liquidation, dividend and other rights superior to common stock.

June 30, 2021 and December 31, 2020, there are 10,000,000 shares of preferred stock authorized, and no shares issued or outstanding.

The Company has authorized 600,000,000 shares

of common stock.

During the six months ended June 30, 2021, the

Company issued 135,606,238 shares of its common stock, in conversion of $ 510,444 of convertible notes and accrued interest.

There were no stock issuances during the six months

ended June 30, 2021.

Total common shares issued and outstanding at June 30, 2021 and December 31, 2020 were 211,434,302 and 75,828,064 ,

respectively.

Note 8 – Stock Options and Warrants

At December 31, 2020 the Company had the following warrant securities

2016 Warrants - Convertible notes

value of minimum lease payments and guaranteed residual value

Capital 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 March 31, 2021 and December 31, 2020, there are 10,000,000 shares of preferred stock authorized,

and no shares issued or outstanding.

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

the three months ended March 31, 2021, the Company issued 54,398,674 shares of its common stock, in conversion of $206,715 of convertible

notes and accrued interest.

Stock Options and Warrants

March 31, 2021, the Company had the following warrant securities outstanding:

2016 Warrants

- 2016 SPA convertible debt

2016 Warrants for services

2016 Warrants - Convertible

August - September 2021

2016 Warrants for services

2016 Warrants issued with Convertible Notes

2016 Warrants issued with

Convertible Notes

November -December 2021

2017 Warrants – 2017 financing

2017 Warrants –

December 2022

2018 Warrants – 2019 financing

2018 Warrants –

January - November 2023

1 unchanged sentence

October - December 2023

2019 Warrants – 2020 financing

2019 Warrants –

2019 Warrants for services

Warrants for services

February 2025

During the six months ended June 30, 2020, the Company

issued warrants exercisable into 3,000,000 shares of common stock to its officer.

The fair value of warrants was determined to be $ 12,594 ,

and was estimated using the Black-Scholes-Merton option-pricing model with the following assumptions:

expected volatility of 339 %, risk-free

interest rate 1.35 %, expected dividend yield of 0 %.

During the six months ended June 30, 2021 and 2020, the Company recorded $ 3,148 and

$ 2,624 , respectively, in warrant expense related to vesting of these warrants.

A summary of all warrants activity for the six months ended June 30,

2021 is as follows:

Balance outstanding at December 31, 2020

( 3,089,990 )

Balance outstanding at June 30, 2021

Exercisable at June 30, 2021

Equity Incentive Plan

On July 22, 2011, the Board of Directors of the

Company approved the Company’s 2011 Equity Incentive Plan (the “Plan”) and on July 26, 2011, stockholders holding a

majority of shares of the Company approved, by written consent, the Plan and the issuance under the Plan of 5,000,000 shares.

16, 2017, the Board of Directors approved an increase of 10,000,000 shares to be made available for issuance under the Plan.

the total number of shares of common stock available for issuance under the Plan is 15,000,000 shares.

Awards may be granted to employees,

officers, directors, consultants, agents, advisors and independent contractors of the Company and its related companies.

may be designated at the time of grant as either incentive stock options or nonqualified stock options.

Stock-based compensation includes

expense charges related to all stock-based awards.

Such awards include options, warrants and stock grants.

Generally, the Company issues

stock options that vest over three years and expire in 5 to 10 years.

A summary of all stock option activity for the

six months ended June 30, 2021 is as follows:

Balance outstanding at December 31, 2020

Cancelled or expired

Balance outstanding at June 30, 2021

Exercisable at June 30, 2021

Note 10 – Subsequent Events

The Company has evaluated events occurring subsequent

to June 30, 2021 through the date these financial statements were issued and determined the following significant events require disclosure:

Subsequent to June 30, 2021, the Company issued

multiple convertible promissory notes in the aggregate principal amount of $ 150,000 to unaffiliated investors.

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

Subsequent to June 30, 2021, the Company issued

15,169,737 of its common stock in conversion of $ 57,645 of convertible notes.

Subsequent to June 30, 2021, the Company hired

Patrick Avery as the Company’s Chief Operating Officer with a salary of $ 84,000 .

During the three months ended March 31, 2020, the Company issued warrants

exercisable into 3,000,000 shares of common stock to its officer.

The fair value of warrants was determined to be $12,594, and was estimated

using the Black-Scholes-Merton option-pricing model with the following assumptions:

expected volatility of 339%, risk-free interest rate

1.35%, expected dividend yield of 0%.

During the three months ended March 31, 2021, the Company recorded $1,574 in warrant expense related

to vesting of these warrants.

A summary of all warrant activity as

of and for the three months ended March 31, 2021 is as follows:

Balance outstanding

at December 31, 2020

outstanding at March 31, 2021

at March 31, 2021

Incentive Plan

July 22, 2011, the Board of Directors of the Company approved the Company’s 2011 Equity Incentive Plan (the “Plan”)

and on July 26, 2011, stockholders holding a majority of shares of the Company approved, by written consent, the Plan and the issuance

under the Plan of 5,000,000 shares.

On November 16, 2017, the Board of Directors approved an increase of 10,000,000 shares to be made

available for issuance under the Plan.

Accordingly, the total number of shares of common stock available for issuance under the Plan

is 15,000,000 shares.

Awards may be granted to employees, officers, directors, consultants, agents, advisors and independent contractors

of the Company and its related companies.

Such options may be designated at the time of grant as either incentive stock options or nonqualified

stock options.

Stock-based compensation includes expense charges related to all stock-based awards.

Such awards include options, warrants

and stock grants.

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

summary of all stock option activity as of and for the three months ended March 31, 2021 is as follows:

Balance outstanding

at December 31, 2020

outstanding at March 31, 2021

Exercisable at March 31,

Subsequent Events

Company has evaluated events occurring subsequent to March 31, 2021 through the date these financial statements were issued and determined

the following significant events require disclosure:

to March 31, 2021, the Company issued multiple convertible promissory notes in the aggregate principal amount of $390,000 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 March 31, 2021, the Company issued 96,377,291 of its common stock in conversion of $361,874 of convertible notes.

to March 31, 2021, the Company hired Patrick Avery as the Company’s Chief Operating Officer with a salary of $84,000.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking

statements contained herein constitute “forward-looking statements”

within the meaning of the Private Securities Litigation

Reform Act of 1995 (the “1995 Reform Act”).

BoxScore Brands, Inc.

desires to avail itself of certain “safe harbor”

provisions of the 1995 Reform Act and is therefore including this special note to enable us to do so.

Except for the historical information

contained herein, this report contains forward-looking statements (identified by the words “estimate,”

“project,”

“anticipate,”

“plan,”

“expect,”

“intend,”

“believe,”

“hope,”

“strategy”

and similar expressions), which are based on our current expectations and speak only as of the date made.

forward-looking statements are subject to various risks, uncertainties and factors that could cause actual results to differ materially

from the results anticipated in the forward-looking statements, including, without limitation, those discussed under Part I, Item 1A

“Risk Factors”

in the Annual Report on Form 10-K for the year ended December 31, 2020, and those described herein that could

cause actual results to differ materially from the results anticipated in the forward-looking statements, and the following:

limited operating history with our business model;

low cash balance and limited financing currently available to us.

We may in the near future have a number of obligations that we

will be unable to meet without generating additional income or raising additional capital;

cost reductions or curtailment in future operations due to our low cash balance and negative cash flow;

ability to effect a financing transaction to fund our operations which could adversely affect the value of our stock;

limited cash resources may not be sufficient to fund continuing losses from operations;

failure of our products and services to achieve market acceptance;

inability to compete in our market, especially against established industry competitors with greater market presence and financial

following discussion and analysis provides information that our management believes is relevant to an assessment and understanding of

our results of operations and financial condition, and should be read in conjunction with the consolidated financial statements and footnotes

that appear elsewhere in this report.

(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 ESG initiatives,

we will focus on bringing a vertically-integrated solution to market.

of Operations

months Ended March 31, 2021 Compared to Three months Ended March 31, 2020

the three months ended March 31, 2021 and 2020, the Company had no revenue.

and Administrative Expenses

and administrative expenses for the three months ended March 31, 2021 were $73,495, an increase of $21,913 or 42%, compared to $51,582

for the three months ended March 31, 2021.

The increase in general and administrative expenses was mainly due

to increase in wages and professional fees .

on Fair Value of Derivative Liabilities

the three months ended March 31, 2021, the Company recorded a gain on the change in fair value of derivative liabilities of $1,852,133,

as compared to a loss on the change in fair value of derivative liabilities $394 during the three months ended March 31, 2020.

of Debt Discount and Deferred Financing Costs

of debt discount and deferred financing costs for the three months ended March 31, 2021 were $0, compared to $2,657 for the three months

ended March 31, 2020.

expense for the three months ended March 31, 2021 was $195,889, as compared to $151,489 during the three months ended March 31, 2020.

a result of the foregoing, the net income for the three months ended March 31, 2021 was $1,614,075 as compared to a net loss of $218,196

incurred during the three months ended March 31, 2020.

and Capital Resources

accompanying consolidated financial statements have been prepared on a going concern basis.

The Company had net income of $1,614,075

during the three months ended March 31, 2021, has accumulated losses totaling $16,516,380, and has a working capital deficit of $8,197,708

as of March 31, 2021.

These factors, among others, indicate that the Company may be unable to continue as a going concern.

The consolidated

financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Company will need to raise additional financing in order to fund its operations for the next 12 months, and to allow the Company to continue

the development of its business plans and satisfy its obligations on a timely basis.

Should additional financing not be available, the

Company will have to negotiate with its lenders to extend the repayment dates of its indebtedness.

There can be no assurance that the

Company will be able to successfully restructure its debt obligations in the event it fails to obtain additional financing.

the three months ended March 31, 2021, the Company used $55,652 of cash in operating activities primarily as a result of the Company’s

net income of $1,614,075, offset by share-based compensation of $1,574, change in fair market value of derivative liability of $1,852,133,

gain on settlement of liabilities of $31,326, and net changes in operating assets and liabilities of $212,158.

the three months ended March 31, 2020, the Company used $15,079 of cash in operating activities primarily as a result of the Company’s

net loss of $218,196, offset by loss on change in fair value of derivative liabilities of $394, loss on sale of asset of $12,074, $2,657

in amortization and accretion of debt discount, and net changes in operating assets and liabilities of $187,992.

the three months ended March 31, 2021, the Company had no investing activities.

the three months ended March 31, 2020, investing activities provided $18,000 in cash in proceeds from sale of property and equipment.

the three months ended March 31, 2021, financing activities provided $53,000, resulting from $125,000 in proceeds from convertible notes,

$57,000 in repayments of capital lease obligations and $15,000 in repayments of promissory notes.

the three months ended March 31, 2020, we used $2,921 in financing activities, resulting from $7,500 in proceeds from convertible notes

and $10,421 in repayments of capital lease obligations.

Sheet Arrangements

Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, an effect on its financial condition,

financial statements, revenues or expenses.

the Company’s operations are influenced by general economic conditions, it does not believe that inflation had a material effect

on its results of operations during the last two years as it is generally able to pass the increase in material and labor costs to its

customers or absorb them as it improves the efficiency of its operations.

Accounting Policies

preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United

States requires management to make judgments, assumptions and estimates that affect the amounts reported in our consolidated financial

statements and accompanying notes.

The consolidated financial statements as of March 31, 2021 describe the significant accounting policies

and methods used in the preparation of the consolidated financial statements.

Actual results could differ from those estimates and be

based on events different from those assumptions.

Future events and their effects cannot be predicted with certainty;

estimating therefore,

requires the exercise of judgment.

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

information is obtained.

The following critical accounting policies are impacted significantly by judgments, assumptions and estimates

used in the preparation of our consolidated financial statements:

Value of Financial Instruments

certain of the Company’s financial instruments, including cash and equivalents, 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.

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

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

The Company considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and

volume to provide pricing information on an ongoing basis

Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially

the full term of the asset or liability.

This category includes those derivative instruments that the Company values using observable

Substantially all of these inputs are observable in the marketplace throughout the term of the derivative instruments,

can be derived from observable data, or supported by observable levels at which transactions are executed in the marketplace.

Measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less

observable from objective sources (i.e.

supported by little or no market activity).

Level 3 instruments include derivative warrant

The Company does not have sufficient corroborating evidence to support classifying these assets and liabilities as Level

1 or Level 2.

Financial Instruments

Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded

Certain warrants issued by the Company contain terms that result in the warrants being classified as derivative liabilities

for accounting purposes.

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially

recorded at its fair market value and then is revalued at each reporting date, with changes in fair value reported in the consolidated

statement of operations.

The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency

Quantitative and Qualitative Disclosures about Market Risk

required for smaller reporting companies.

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-Q

Item 1. Financial Statements