What changed in this filing

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Item 1. Financial Statements

2021-09-28 compared with 2021-09-10 · 376 added, 767 removed, 430 unchanged (73% of the section changed)

Financial Statements

BOXSCORE BRANDS, INC.

Condensed Consolidated Balance Sheets

September 30,

Consolidated Balance Sheets

Current assets

Accounts receivable

Prepaid expenses and other assets

2 unchanged sentences

Property and equipment (net)

Liabilities and Stockholders’

Liabilities and Stockholders’ Deficit

Current Liabilities:

2 unchanged sentences

Accrued interest

Other amounts due to related parties

Senior convertible notes, net of discount

Senior convertible notes

Promissory notes payable

Convertible notes payable, net of discount

Convertible notes payable

Current capital lease obligation

1 unchanged sentence

Noncurrent liabilities:

Convertible notes payable, net of discount

Promissory notes payable

Convertible notes payable

Capital lease obligation

2 unchanged sentences

Total Liabilities

Stockholders’

Common stock, $.001 par value, 600,000,000 shares authorized, 37,717,755 shares issued and outstanding

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

2 unchanged sentences

( 18,130,455 )

Total stockholders’

Total liabilities and stockholders’

The accompanying notes are an integral part of

the condensed consolidated unaudited financial statements.

BOXSCORE BRANDS, INC.

Condensed Consolidated Statements of Operations

September 30,

Cost of goods sold

Total stockholders’ deficit

( 9,693,485 )

( 11,773,386 )

Total liabilities and stockholders’ deficit

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

Consolidated Statements of Operations

Three Months Ended

Six Months Ended

Operating Expenses

General and administrative

Loss on asset impairment

Total operating expenses

2 unchanged sentences

Gain on change in fair value of derivative liabilities

( 2,113,589 )

Gain on settlement of liabilities

3 unchanged sentences

Total other expenses (income)

Loss from operations before income taxes

( 1,739,956 )

Income (loss) from operations before income taxes

Provision for income taxes

Net Income (Loss)

$ ( 218,960 )

Net loss per share –

basic and diluted

Weighted average common shares –

basic and diluted

The accompanying notes are an integral part of

the condensed consolidated unaudited financial statements.

BOXSCORE BRANDS, INC.

Statements of Changes in Stockholders’

Paid in Capital

Accumulated Deficit

Stockholders' Deficit

$ ( 437,156 )

Net income (loss) per share – basic

Net income (loss) per share – diluted

Weighted average common shares – basic

Weighted average common shares - diluted

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

Stockholders'

Balance as of December 31, 2019

1 unchanged sentence

$ ( 7,964,853 )

Shares issued for services

Shares issued for note conversion

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

Balance as of September 30, 2019

Fair value of warrants

Balance as of June 30, 2020

$ ( 14,635,298 )

2 unchanged sentences

$ ( 18,130,455 )

Fair value of warrants

Balance as of September 30, 2020

$ ( 11,773,386 )

Shares issued for note conversion

Fair value of warrants

Balance as of June 30, 2021

1 unchanged sentence

$ ( 9,693,485 )

Shares issued for services

Shares issued for note conversion

Balance as of September 30, 2019

Balance as of March 31, 2020

$ ( 14,416,338 )

$ ( 8,183,049 )

Fair value of warrants

Balance as of June 30, 2020

$ ( 14,635,298 )

$ ( 8,399,385 )

Balance as of March 31, 2021

$ ( 16,516,380 )

$ ( 9,951,022 )

Shares issued for note conversion

Fair value of warrants

Balance as of September 30, 2020

Balance as of June 30, 2021

$ ( 16,564,146 )

$ ( 9,693,485 )

The accompanying notes are an integral part of

the condensed consolidated unaudited financial statements.

BOXSCORE BRANDS, INC.

Condensed Consolidated Statements of Cash Flows

September 30,

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

Consolidated Statements of Cash Flows

Six Months Ended

Cash Flows from Operating Activities

Net income (loss)

$ ( 437,156 )

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

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

Stock based compensation

1 unchanged sentence

Gain on settlement of liabilities

Loss on default of convertible notes

Gain on change in fair value of derivative liabilities

( 2,113,589 )

Loss on sale of assets

Loss on asset impairment

Changes in operating assets and liabilities:

3 unchanged sentences

Accrued interest

NHL and MLB sponsorship liability

Other amounts due to related parties

Amount due to officers

Net cash used in operating activities

3 unchanged sentences

Cash Flows from Financing Activities

Proceeds from promissory notes

Proceeds from convertible notes

Repayments of capital lease obligations

Repayment of convertible note

Repayment of convertible notes

Repayments of promissory notes

Net cash provided by financing activities

Net decrease in cash

Net cash provided by (used in) financing activities

Net increase (decrease) in cash

Cash, beginning of period

2 unchanged sentences

Interest paid

Income taxes paid

Supplemental disclosures of non-cash items:

Accounts payable and accrued payable exchanged for convertible note

Note payable converted to equity

Promissory note converted into convertible notes

Accrued interest exchanged into convertible notes

The accompanying notes are an integral part of

the condensed consolidated unaudited financial statements.

BOXSCORE BRANDS, INC.

Notes to Condensed Consolidated Financial Statements

For the Nine Months Ended September 30, 2020

Note 1 –

Nature of the

BoxScore Brands, Inc.

(formerly U-Vend Inc.) (the

“Company”) formerly developed, marketed and distributed various self-serve electronic kiosks and mall/airport co-branded islands

throughout North America.

Due to the nationwide shutdown related to the COVID-19 pandemic, the Company spent a portion of 2020 restructuring

and retiring certain corporate debt and obligations.

The Company focused on implementing a new operational direction.

After a thorough

evaluation process, the Company found that there is a substantial long-term demand for specific commodities relating to battery and new

energy technologies.

This presents a timely and unique opportunity based on rising demand characteristics.

By capitalizing on market

trends and current sustainable energy government mandates and environmental, social, and corporate governance (ESG) initiatives, we will

focus on bringing a vertically-integrated solution to market.

On March 18, 2019, the Company approved an asset

sale of the assets related to the legacy MiniMelts brand for $350,000 in cash, which was approved by a majority of its stockholders.

MiniMelts assets generated 100% of the revenue reported during the year ended December 31, 2019.

During the year ended December 31, 2018,

MiniMelts sales accounted for approximately $1,100,000, or 85%, of the revenue reported during that period.

Part of the proceeds from

the sale was used to retire certain lease obligations as well as for general operating purposes.

Note 2 –

Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying unaudited consolidated financial

statements have been prepared in accordance with U.S.

generally accepted accounting principles (“GAAP”) for interim financial

information and with the instructions to Form 10-Q.

Accordingly, they do not include all the information and footnotes required by GAAP

for complete financial statements.

In the opinion of management, all adjustments consisting of normal recurring accruals considered necessary

for a fair and non-misleading presentation of the financial statements have been included.

Operating results for the nine months ended

September 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020.

sheet as of December 31, 2019 has been derived from the audited consolidated financial statements at that date but does not include all

the information and footnotes required by GAAP for complete financial statements.

These interim consolidated financial statements should

be read in conjunction with the December 31, 2019 audited consolidated financial statements and the notes thereto contained in our Annual

Report on Form 10-K for the year ended December 31, 2019, as filed with the Securities and Exchange Commission on May 12, 2021.

The accompanying consolidated financial statements

include the accounts of BoxScore Brands, Inc.

and the operations of its wholly owned subsidiaries, U-Vend America, Inc., U-Vend Canada,

Convertible notes converted to common stock

Accrued interest on 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

1 – 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.

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

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

The Company focused on implementing

a new operational direction.

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

for specific commodities relating to battery and new energy technologies.

This presents a timely and unique opportunity based on rising

demand characteristics.

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

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

2 – Summary of Significant Accounting Policies

of Presentation and Principles of Consolidation

accompanying unaudited consolidated financial statements have been prepared in accordance with U.S.

generally accepted accounting principles

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

Accordingly, they do not include all the

information and footnotes required by GAAP for complete financial statements.

In the opinion of management, all adjustments consisting

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.

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

at that date but does not include all the information and footnotes required by GAAP for complete financial statements.

These interim

consolidated financial statements should be read in conjunction with the December 31, 2020 audited consolidated financial statements

and the notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the Securities

and Exchange Commission on September 27, 2021.

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

and the operations of its wholly owned subsidiaries,

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

U-Vend USA LLC.

All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements

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

and accompanying notes.

Actual results could differ from those estimates and be based on events different from those assumptions.

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.

Property and Equipment

Property and equipment are stated at cost less

depreciation.

Depreciation is provided using the straight-line method over the estimated useful life of the assets.

Equipment has estimated

useful lives between three and seven years.

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

Impairment of Long-lived Assets

Long-lived assets, such as property and equipment

and intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the

carrying amount of an asset group may not be recoverable.

Recoverability of assets to be held and used is measured by comparing the carrying

amount to the estimated future undiscounted cash flows expected to be generated by the asset group.

If it is determined that an asset

group is not recoverable, an impairment charge is recognized for the amount by which the carrying amount of the asset group exceeds its

Common Shares Issued and Earnings Per Share

Common shares issued are recorded based on the

value of the shares issued or consideration received, whichever is more readily determinable.

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

amounts reported in the financial statements and accompanying notes.

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

and Equipment

and equipment are stated at cost less depreciation.

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

life of the assets.

Equipment has estimated useful lives between three and seven years .

Expenditures for repairs and maintenance are

charged to expense as incurred.

of Long-lived Assets

assets, such as property and equipment and intangible assets subject to amortization are reviewed for impairment whenever events or changes

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

Recoverability of assets to be held and

used is measured by comparing the carrying amount to the estimated future undiscounted cash flows expected to be generated by the asset

If it is determined that an asset group is not recoverable, an impairment charge is recognized for the amount by which the carrying

amount of the asset group exceeds its fair value.

Earnings Per Share

The Company presents basic and diluted earnings

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

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 September 30, 2020 and December 31, 2019,

there were approximately 163.5 million and 159.9 million shares potentially issuable under convertible debt agreements, options, and warrants

that could dilute basic earnings per share in the future that were excluded from the calculation of diluted earnings per share because

their inclusion would have been anti-dilutive to the Company’s losses during the periods presented.

Preferred Stock Authorized

The Company has authorization for “blank

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

September 30, 2020 and December 31, 2019, there are 10,000,000 shares of preferred stock authorized, and no shares issued or outstanding.

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.

Three Months Ended

Six Months Ended

Net income (loss)

(Gain) loss on change in fair value of derivatives

Interest on convertible debt

Net income (loss) - diluted

Weighted average common shares outstanding

Effect of dilutive shares

Net income (loss) per common share:

Derivative Financial Instruments

8 unchanged sentences

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,”

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

1 unchanged sentence

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 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.

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).

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.”

Certain warrants were issued between June 2013 and December 2014 were derivative liabilities outside the exception

of applying ASU 2017-11, “Accounting for Certain Financial Instruments with Down Round Features.”

When determining whether

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

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

On January 1, 2020, the Company adopted

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

The estimated fair

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

The 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 September

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

September 30, 2020

June 30, 2021

Derivative liabilities, debt and equity instruments

4 unchanged sentences

The Company accounts for stock-based compensation

in accordance with ASC 718, “Compensation –

Stock Compensation,”

that requires all stock-based awards granted to employees,

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.

5 unchanged sentences

Gain on Liabilities Settlement

During the nine months ended September 30, 2020

creditors forgave aggregate amount of $11,000 associated with accrued expenses.

During the nine months ended September 30, 2019 creditors

forgave aggregate amount of $156,709, of which approximately $64,000 were associated with accrued expenses, $45,000 related to conversion

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

Other amounts due to related parties

Amounts due from related parties represent past

amounts owed for compensation and operating expenses paid by the related party on behalf of the Company.

During the year ended December

31, 2019, the Company reclassified approximately $185,000 from due to related parties to accrued expenses, as a result of the individual

no longer being an officer of the Company during 2019, and paid net $63,370 to related parties, resulting in a balance of $67,022 owed

at December 31, 2019.

During the six months ended June 30, 2020, this amount was reclassed to accrued expenses.

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

Revenue is recognized at the time each vending

transaction occurs, the payment method is approved, and the product is disbursed from the machine.

Wholesale revenue, including revenue

earned under contracts with major sports organizations, are recognized at the time the products are delivered to the customer based on

the agreement with the customer.

We 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

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

6 unchanged sentences

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

In February 2016, the FASB issued ASU 2016-02,

“Leases”, which requires that lease arrangements longer than 12 months result in an entity recognizing a right-of-use asset

and liability.

ASU 2016-02 is effective for interim and annual periods beginning after December 15, 2019, and early adoption is permitted.

As of the reporting date, the Company has not adopted ASU 2016-02 and has elected to defer implementation until January 1, 2022, as allowed

by ASU 2019-10.

The Company is still determining the impact ASC 842 will have on its financial position, results of operations, and cash

In July 2017, the FASB

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

Accounting for Certain Financial Instruments with Down Round Features;

Replacement of the Indefinite Deferral for

Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests

with a Scope Exception, (ASU 2017-11).”

Part I of this update addresses the complexity of accounting for certain financial instruments

with down round features.

Down round features are features of certain equity-linked instruments (or embedded features) that result in

the strike price being reduced on the basis of the pricing of future equity offerings.

Current accounting guidance creates cost and complexity

for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair

value measurement of the entire instrument or conversion option.

Part II of this update addresses the difficulty of navigating Topic

480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards

Codification.

This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial

instruments of certain nonpublic entities and certain mandatorily redeemable non-controlling interests.

The amendments in Part II of this

update do not have an accounting effect.

This ASU is effective for fiscal years, and interim periods within those years, beginning after

December 15, 2019.

The Company adopted ASU 2017-11 on its consolidated financial statements.

Upon adoption the Company derecognized 39,512,502

number of warrants based on review of contracts that determined the derivative treatment was specific to a feature in the instrument that

reduced the strike price if the Company issued additional shares for an amount less than the strike price.

As a result of this analysis

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

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

1 unchanged sentence

of operations, or cash flows.

Note 3 –

Going Concern

Note 3 – Going Concern

The accompanying consolidated financial statements

have been prepared on a going concern basis.

The Company reported net loss of $717,319 for the nine months ended September 30, 2020 and

has incurred accumulated losses totaling $14,915,461 through September 30, 2020.

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

17 unchanged sentences

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 September 30,

Note 4 – Property and Equipment

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

and December 31, 2020:

September 30,

Freezers and other equipment

1 unchanged sentence

accumulated depreciation

Depreciation expense amounted to $0 and $100,188, respectively, for

the nine months ended September 30, 2020 and 2019.

We impaired our fixed assets by $0 and $192,705 during the nine months ended September

30, 2020 and 2019, respectively.

During the nine months ended September 30, 2020

and 2019, the Company recorded loss on sale of assets of $12,074 and $27,465, respectively, related to sale of the certain freezers and

other equipment.

Note 5 –

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

1 unchanged sentence

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

2 unchanged sentences

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

Convertible Note in the face amount of $ 108,804 to Cobrador (“Cobrador 2”) in settlement of previously accrued interest, additional

interest, fees and penalties.

8 unchanged sentences

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

6 unchanged sentences

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

As of September 30, 2020 and December 31, 2019,

the Cobrador notes had a carrying value of $443,804.

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

As of the date of release of these financial statements,

5 unchanged sentences

17 % per annum.

The total principal outstanding on this promissory note as of September 30, 2020 and December 31, 2019 was $6,235.

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

2 unchanged sentences

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

As of December 31, 2015, we had note balance of $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.

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

In 2016, the Company borrowed

4 unchanged sentences

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

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.

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 September

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

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

As of September 30, 2020 and December 31, 2019,

the balance outstanding on these notes was $80,000.

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

1 unchanged sentence

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

As of September

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

On July 18, 2018, the Company issued a promissory

note in the principal amount of $187,500 with net proceeds of $147,000.

The Company agreed to pay $1,143 per business day for 164 days.

The Company recorded $40,500 to debt discount.

During 2018, the Company repaid $128,050 in principal and amortized $40,500 of debt discount

resulting in an unamortized debt discount of $0 and carrying value of $59,450 at December 31, 2018.

During the year ended December 31,

2019, this note was paid off.

On April 13, 2018, the Company issued a promissory

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

The balance outstanding on this note as of September 30, 2020 and December

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

was $ 80,000 .

In October 2014, January 2015 and October 2015,

the Company entered into three (3) separate 24-month equipment financing agreements (the “Agreements”) with Perkins Industries,

LLC (“Perkins”) for equipment in the aggregate amount of $387,750 with an annual interest rate of 15%.

The assets financed

consisted of self-service electronic kiosks placed in service in the Company’s Southern California region.

The Company is obligated

to make monthly interest only payments in accordance with the Agreements.

The Agreements include a put/call option at the end of year

one and the end of year two.

Neither of these options were exercised.

During 2017 $100,000 was paid down on the notes.

The carrying value

as of December 31, 2018 was $287,750.

Maturities of these notes were extended to December 31, 2019.

During the year ended December 31,

2019, $39,266 was paid down on the notes.

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

into two converted notes below.

The carrying value as of September 30, 2020 and December 31, 2019 was $0.

Pursuant to the Agreements Perkins received a

warrant to purchase an aggregate of 310,200 shares at an exercise price of $0.35 per share with a contractual term of three (3) years.

The warrant was recorded as a debt discount and a warrant liability in the aggregate amount of $3,708 due to the down round provision,

pursuant which the exercise price of the warrants was revised to $0.26 at December 31, 2016.

In October 2016, the Company and Perkins agreed

to extend the termination date of two of the Agreements to October 17, 2017 and January 5, 2018.

In consideration of this extension, the

Company issued an additional 200,000 warrants with an exercise price of $0.05 per share and a five-year contractual term.

The fair value

of the warrants was not material and was charged to operations in the accompanying statement of operations for the year ended December

During the year ended December 31, 2018 the Agreements

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

On November 19, 2018, the Company issued a promissory

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value of $ 65,518 at December 31, 2019.

During the nine months ended September 30, 2020, the Company fully amortized $544 of debt discount.

As of September 30, 2020, the balance outstanding on these notes was $66,062.

On December 12, 2018, the Company issued a promissory

note in the principal amount of $112,425 with net proceeds of $64,500.

The Company agreed to pay $937 per business day for 120 days.

Company recorded $47,925 to debt discount.

During the year ended December 31, 2018, the Company repaid $9,370 in principal and amortized

$3,744 of debt discount resulting in an unamortized debt discount of $44,181 and carrying value of $58,874 at December 31, 2018.

the year ended December 31, 2019, the Company repaid $103,055 in principal and fully amortized $44,181 of remaining debt discount resulting

in carrying value of $0 at December 31, 2019.

During the year ended December 31, 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

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not material.

As of September 30, 2020 and December 31, 2019, the outstanding balance was $100,000.

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 8, 2019.

September 30, 2020 and December 31, 2019, the balance outstanding on these notes was $135,000.

As of the date of release of these financial statements,

all promissory notes were in default.

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

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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.

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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 September 30, 2020 and December 31, 2019, outstanding balance of these

notes was $121,000.

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.

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

The change in the value of warrants was not

material and was charged to operations during the year ended December 31, 2017.

As of September 30, 2020 and December 31, 2019, outstanding

balance of these notes was $45,000.

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

outstanding balance of these notes was $ 45,000 .

2015 Stock Purchase Agreement

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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

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.

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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

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.

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

of September 30, 2020 and December 31, 2019, the 2015 SPA had a balance of $406,000.

The debt discount was fully amortized as of December

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.

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 are due in November 2020 and bear interest at 9.5% per annum.

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

The notes are convertible into shares

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

With this note, the Company satisfied its obligations for:

With these notes, the Company satisfied its obligations for:

previously issued

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into 1,700,000 shares of common stock.

As of September 30, 2020 and December 31, 2019,

the 2016 SPA had a carrying value of $676,597.

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

Other 2016 Financings

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.

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

The Cobrador 2016

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was converted into 400,000 shares.

As of September 30, 2020 and December 31, 2019, the Cobrador 2016 Notes had a carrying value of $95,000.

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

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

As of September 30, 2020 and December 31, 2019, the carrying value

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

of the notes was $ 250,000 .

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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

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

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remaining $ 13,278 of debt discount.

As of September 30, 2020 and December 31, 2019, the carrying value of the notes was $924,282.

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

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

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

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value of $ 533,611 as of December 31, 2019.

During the nine months ended September 30, 2020, the Company fully amortized $3,889 of debt

discount resulting in carrying value of $537,500 as of September 30, 2020.

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

notes in aggregate amount of $485,000 were in default.

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.

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 note has a 2 year term,

bear 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

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.

During the year ended December 31, 2018,

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

the nine months ended September 30, 2020, the repayment in the amount of $400 was returned to the Company resulting in carrying value

of $296,850 as of September 30, 2020.

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.

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.

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 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 amortized $23,384 of debt discount resulting in unamortized debt discount of $0.

As of September 30, 2020 and December

31, 2019, the carrying value of the note was $127,875.

As of the date of release of these financial statements, convertible note was in

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.

As of the date of release of these

financial statements, convertible note was in default.

On March 14, 2019, the Company converted accounts

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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

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

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

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

and December 31, 2020.

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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 September 30, 2020 and December 31, 2019.

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 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.

During the nine months ended September 30, 2020 , the agreement was modified formally to increase

the limit on the facility by $206,231.

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

During the six months ended June 30, 2020, $62,501 was drawn under the agreement, including $15,500 in cash proceeds

and $47,001 in repayment of accrued liabilities.

As of September 30, 2020 and

December 31, 2019, $488,804 and $426,303 was drawn under the agreement, respectively.

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

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The outstanding

principal balance was of $68,000 as of September 30, 2020 and December 31, 2019.

principal balance was of $ 68,000 as of June 30, 2021 and December 31, 2020.

During the year ended December 31, 2019, the Company

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The outstanding balance

was of $50,000 as of September 30, 2020 and December 31, 2019.

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

2020 Financings

On January 1, 2020, the Company issued a convertible

note in the amount of $8,500 in conversion of accrued liabilities.

The Note has a 2 year term, bears interest of 9.5% if paid in cash,

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

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.

The outstanding

principal balance was $8,500 as of September 30, 2020.

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 in the amount of $17,899 in conversion of accrued liabilities.

The Note has a 2 year term, bears interest of 9.5% if paid in cash,

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

The outstanding

principal balance was $17,899 as of September 30, 2020.

Scheduled maturities of debt remaining as of September

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:

unamortized debt discount

The following table reconciles, for the nine months

ended September 30, 2020 and 2019, the beginning and ending balances for financial instruments related to the embedded conversion features

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.

September 30,

Balance of embedded derivative at the beginning of the period

Additions related to embedded conversion features of convertible debt issued -

Derivative liabilities reduction due to notes default

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

Note 6 – Capital Lease Obligations

The Company acquired capital assets under capital

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

In August 2016, the Company and the lessor agreed

to extend the term of the lease until December 31, 2020.

As a consideration of the extension, the Company issued warrants to acquire 150,000

shares of common stock.

The warrants have an exercise price of $0.30 per share, a term of three years, and were recorded as a debt discount

and warrant liability due to the down round provision and as such are marked to market each reporting period.

During the year ended December 31, 2018 the Company

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The leases expire at various points through the year ended December 31, 2023 .

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 September 30, 2020, under the current portion of capital leases.

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

Total minimum lease payments

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Present value of minimum lease payments and guaranteed residual value

Note 7 –

Capital Stock

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 nine months ended September 30, 2019,

the Company issued 5,541,096 shares of its common stock, including 3,441,096 shares of common stock with a fair value of $273,290 for

services rendered, and 2,100,000 shares in conversion of $105,000 of convertible notes.

Note 8 –

Stock Options and Warrants

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

2015 Warrants - 2015 SPA convertible

April - November

2015 Warrants for services

April - November 2020

2016 Warrants - 2016 SPA convertible debt

2016 Warrants for services

2016 Warrants - Convertible notes

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November -December 2021

2017 Warrants –

2017 financing

2017 Warrants – 2017 financing

December 2022

2018 Warrants –

2019 financing

2018 Warrants – 2019 financing

January - November 2023

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October - December 2023

2019 Warrants –

2020 financing

2019 Warrants – 2020 financing

2019 Warrants for services

2020 Warrants for services

During the nine months ended September 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%.

A summary of all warrants activity for the nine months ended September

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

Balance outstanding at September 30, 2020

Exercisable at September 30, 2020

The following table provides a summary of changes

in the warrant liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the nine months

ended September 30, 2020 and the year ended December 31, 2019.

September 30,

Balance of embedded derivative at the beginning of the period

Fair value of warrants issued and recorded as liabilities

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

Loss (gain) on fair value adjustment

Balance of embedded derivatives at the end of the period

( 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.

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A summary of all stock option activity for the

nine months ended September 30, 2020 is as follows:

six months ended June 30, 2021 is as follows:

Balance outstanding at December 31, 2020

Cancelled or expired

Balance outstanding at September 30, 2020

Exercisable at September 30, 2020

Note 9 –

Commitments and Contingencies

Major League Baseball Properties, Inc.

In March 2016, the Company entered into a license

agreement beginning April 1, 2016 through December 31, 2019 with Major League Baseball Properties, Inc.

(“MLB”

“Licensor”)

for the non-exclusive right to certain proprietary intangible property of the Licensor to be used in connection with the manufacturing,

distribution, promotion and advertisement of the Company’s products sold within the U.S., the District of Columbia and U.S.

Under the license agreement, the Company is scheduled to pay the following guaranteed payments;

$150,000 during 2016, $275,000 during

2017, $100,000 during 2018, and $115,000 during 2019.

The Company is obligated to pay the licensor a royalty based on the product sold

or advertising sold.

The royalty paid will offset all or a portion of the guaranteed payments.

The agreement is subject to customary default

and termination clauses.

The Company paid $0 during the nine months ended September 30, 2019 and 2020, and has accrued $115,000 at December

31, 2019 and September 30, 2020.

As of September 30, 2020, the agreement with MLB

The Company will not be continuing the relationship.

Note 10 –

Subsequent Events

The Company has evaluated events occurring subsequent to September

30, 2020 through the date these financial statements were issued and determined the following significant events require disclosure:

Subsequent to September 30, 2020, the Company

issued a convertible promissory note in the principal amount of $147,000 to an unaffiliated investor to support the Company’s working

capital requirements.

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

The note is convertible

into shares of the Company’s common stock at $0.03 per share and is redeemable at the principal amount plus accrued unpaid interest

after one year, at the Company’s option.

Subsequent to September 30, 2020, the Company

issued multiple convertible promissory notes in the aggregate principal amount of $561,719 to unaffiliated investors.

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 September 30, 2020, the Company

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

The notes bear 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.

Subsequent to September 30, 2020, the Company

issued 188,886,284 of its common stock in conversion of $689,096 of convertible notes.

Subsequent to September 30, 2020, 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

Certain statements contained herein constitute

“forward-looking statements”

within the meaning of the Private Securities Litigation Reform Act of 1995 (the “1995 Reform

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.

These 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, 2019, and those described herein that could cause actual results to differ materially from the results

anticipated in the forward-looking statements, and the following:

● Our limited operating history with our business model;

● The low cash balance and limited financing currently available

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;

● Further cost reductions or curtailment in future operations

due to our low cash balance and negative cash flow;

● Our ability to effect a financing transaction to fund our operations

which could adversely affect the value of our stock;

● Our limited cash resources may not be sufficient to fund continuing

losses from operations;

● The failure of our products and services to achieve market acceptance;

● The inability to compete in our market, especially against established

industry competitors with greater market presence and financial resources.

The 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.

BoxScore Brands, Inc.

(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

Results of Operations

Three months Ended September 30, 2020 Compared

to Three months Ended September 30, 2019

For the three months ended September 30, 2020

and 2019, the Company had no revenue.

Cost of Goods Sold

For the three months ended September 30, 2020

and 2019, the Company had no cost of goods sold.

Selling Expenses

Selling expenses for three months ended September

30, 2020 were $0 compared to $40,098 during the three months ended September 30, 2020.

During the three months ended September 30, 2019,

the Company expensed $38,333 for sponsorship and media commitment fees in connection with the Major League Baseball Properties, Inc.

the three months ended September 30, 2020, there were no fees recorded under the agreement with MLB as it expired on December 31, 2019.

General and Administrative Expenses

General and administrative expenses for the three

months ended September 30, 2020 were $59,372, a decrease of $76,039 or 56%, compared to $135,411 for the three months ended September

The decrease in general and administrative expenses was mainly due to decrease in

stock compensation expenses and professional fees as a result of our reduction in operations as we contemplated our business restructuring .

Gain on Fair Value of Derivative Liabilities

Certain warrants issued by the Company have a

“down round provision”.

As such, the warrants have been recorded as derivative liabilities and are subject to remeasurement

at each balance sheet date.

The warrants are valued using the Black Scholes method and will continue to be adjusted each reporting period

for changes in fair value until the warrant is exercised or expires.

Gains or losses on revaluation are recorded as a component of other

expense (income) on the accompanying consolidated statements of operations.

During the three months ended September 30, 2020,

the Company recorded a loss on the change in fair value of derivative liabilities of $75,960, as compared to a gain on the change in fair

value of derivative liabilities $18,394 during the three months ended September 30, 2019.

Amortization of Debt Discount and Deferred

Financing Costs

Amortization of debt discount and deferred financing

costs for the three months ended September 30, 2020 were $372, compared to $9,457 for the three months ended September 30, 2019.

Interest Expense

Interest expense for the three months ended September

30, 2020 was $155,459, as compared to $156,765 during the three months ended September 30, 2019.

As a result of the foregoing, the net loss for

the three months ended September 30, 2020 was $280,163 as compared to $534,874 incurred during the three months ended September 30, 2019.

Nine months Ended September 30, 2020 Compared

to Nine months Ended September 30, 2019

For the nine months ended September 30, 2020,

the Company had no revenue compared to revenues of $49,773 during the nine months ended September 30, 2019.

decrease in revenue was due to the sale of our revenue-generating MiniMelts assets in March 2019 (see note 1).

Cost of Goods Sold

For the nine months ended September 30, 2020,

the Company had no cost of goods sold compared to cost of goods sold of $64,399 during the nine months ended September 30, 2019.

The Company’s

gross margin during the nine months ended September 30, 2019 was (29)%.

The decrease in 2020 was because all inventory was liquidated

during the period ended September 30, 2019 prior to the sale of the MiniMelts assets (see Note 1).

Selling Expenses

Selling expenses for nine months ended September

30, 2020 were $0 compared to $143,045 during the nine months ended September 30, 2020.

During the nine months ended September 30, 2019,

the Company expensed $115,000 for sponsorship and media commitment fees in connection with the Major League Baseball Properties, Inc.

During the nine months ended September 30, 2020, there were no fees recorded under the agreement with MLB as it expired on December 31,

General and Administrative Expenses

General and administrative expenses for the nine

months ended September 30, 2020 were $174,256, a decrease of $495,051 or 74%, compared to $669,307 for the nine months ended September

The decrease in general and administrative expenses was mainly due to decrease in

stock compensation expenses and professional fees as a result of our reduction in operations as we contemplated our business restructuring .

Gain on settlement of liability

During the nine months ended September 30, 2019,

the Company recorded a gain on settlement of liabilities of $156,709.

During the nine months ended September 30, 2020, the Company recorded

a gain on settlement of liabilities of $11,000 (see note 2).

Gain on Fair Value of Derivative Liabilities

Certain warrants issued by the Company have a

“down round provision”.

As such, the warrants have been recorded as derivative liabilities and are subject to remeasurement

at each balance sheet date.

The warrants are valued using the Black Scholes method and will continue to be adjusted each reporting period

for changes in fair value until the warrant is exercised or expires.

Gains or losses on revaluation are recorded as a component of other

expense (income) on the accompanying consolidated statements of operations.

During the nine months ended September 30, 2020,

the Company recorded a loss on the change in fair value of derivative liabilities of $75,960, as compared to a gain on the change in fair

value of derivative liabilities $38,168 during the nine months ended September 30, 2019.

Amortization of Debt Discount and Deferred

Financing Costs

Amortization of debt discount and deferred financing

costs for the nine months ended September 30, 2020 were $4,432, compared to $166,119 for the nine months ended September 30, 2019 due

to the majority of the discount being amortized in prior periods.

Interest Expense

Interest expense for the nine months ended September

30, 2020 was $461,597, as compared to $479,822 during the nine months ended September 30, 2019.

Loss on sale of asset

During the nine months ended September 30, 2020,

the Company recorded $12,074 in loss on sale of assets.

During the nine months ended September 30, 2019, the Company sold certain equipment

and recorded $27,465 in loss on sale of assets.

As a result of the foregoing, the net loss for

the nine months ended September 30, 2020 was $717,319 as compared to $1,598,400 incurred during the nine months ended September 30, 2019.

Liquidity and Capital Resources

The accompanying consolidated financial statements

have been prepared on a going concern basis.

The Company had net loss of $717,319 during the nine months ended September 30, 2020, has

accumulated losses totaling $14,915,461, and has a working capital deficit of $7,458,979 at September 30, 2020.

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 Company will need to raise additional financing

in order to fund the 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.

Operating Activities

During the nine months ended September 30, 2020,

the Company used $17,980 of cash in operating activities primarily as a result of the Company’s net loss of $717,319, offset loss

on sale of asset of $12,074, share-based compensation of $4,198, $4,432 in amortization and accretion of debt discount, gain on settlement

of liability of $11,000, change in fair market value of derivative liability of $75,960, and net changes in operating assets and liabilities

During the nine months ended September 30, 2019,

the Company used $706,167 of cash in operating activities primarily as a result of the Company’s net loss of $1,598,400, offset

by gain on change in fair value of debt and warrant liabilities of $38,168, loss on sale of asset of $27,465, loss on asset impairment

of $192,705, share-based compensation of $273,290, $100,188 in depreciation expense, $166,119 in amortization and accretion of debt discount,

loss on default of convertible notes of $42,625, gain of settlement of debt $156,709 and net changes in operating assets and liabilities

Investing Activities

During the nine months ended September 30, 2020,

investing activities provided $18,000 in cash in proceeds from sale of property and equipment.

During the nine months ended September 30, 2019,

investing activities provided $350,000 in cash in proceeds from sale of property and equipment.

Financing Activities

During the nine months ended September 30, 2020,

we used $20 in financing activities, resulting from $15,500 in proceeds from convertible notes and $15,520 in repayments of capital lease

During the nine months ended September 30, 2019,

financing activities provided $293,133.

Financing activities provided $270,000 in proceeds from promissory notes and $567,931 in proceeds

from convertible notes.

The Company used $296,508 in repayments of promissory notes, $62,300 in repayment of convertible notes, and $185,990

in repayments of capital lease obligations.

Off-Balance Sheet Arrangements

The 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.

Although 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.

Critical Accounting Policies

The 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 September 30, 2020 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.

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

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,”

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 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.

supported 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.

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.

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02,

“Leases”, which requires that lease arrangements longer than 12 months result in an entity recognizing a right-of-use asset

and liability.

ASU 2016-02 is effective for interim and annual periods beginning after December 15, 2019, and early adoption is permitted.

As of the date of this report, the Company has not adopted ASU 2016-02 and has elected to defer implementation until January 1, 2022,

as allowed by ASU 2019-10.

The Company is still determining the impact ASC 842 will have on its financial position, results of operations,

and cash flows.

Quantitative and Qualitative Disclosures about Market

Not required for smaller reporting companies.

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 .

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