What changed in this filing

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Item 1. Financial Statements

2021-11-15 compared with 2021-09-28 · 352 added, 429 removed, 433 unchanged (64% of the section changed)

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Consolidated Balance Sheets

Current assets

expenses and other assets

September 30,

Current assets

and equipment (net)

and Stockholders’

convertible notes

notes payable

capital lease obligation

Prepaid expenses and other assets

Total current assets

Noncurrent assets

Property and equipment (net)

Liabilities and Stockholders’ Deficit

Current Liabilities:

notes payable

lease obligation

Accounts payable

Accrued expenses

Accrued interest

Senior convertible notes

Promissory notes payable

Convertible notes payable, current portion

Capital lease obligation, current portion

Total current liabilities

Noncurrent liabilities:

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

Promissory notes payable

Convertible notes payable, noncurrent portion

Capital lease obligation, noncurrent portion

Derivative liabilities

Total noncurrent liabilities

Total Liabilities

Stockholders’ deficit

Common stock, $ .001 par value, 600,000,000 shares authorized, 288,097,871 and 75,828,064 shares issued and outstanding, respectively

Additional paid in capital

Accumulated deficit

( 18,099,752 )

( 18,130,455 )

stockholders’

Total stockholders’ deficit

( 10,957,196 )

liabilities and stockholders’

( 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

and administrative

Three Months Ended

Nine Months Ended

September 30,

Operating Expenses

Other Expenses

loss on change in fair value of derivative liabilities

on settlement of liabilities

Loss on sale of assets

and accretion of debt discount and deferred financing costs

General and administrative

Total operating expenses

Operating loss

Other Expenses (Income)

(loss) from operations before income taxes

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

Gain 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)

Income (loss) from operations before income taxes

( 1,535,606 )

Provision for income taxes

income (loss)

income (loss) per share –

average common shares –

Net Income (Loss)

$ ( 1,535,606 )

$ ( 280,163 )

$ ( 717,319 )

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’

Statements of Changes in Stockholders’ Deficit

and Nine months ended September 30, 2021 and 2020

Stockholders’

Balance as of

December 31, 2019

Balance as of December 31, 2019

$ ( 14,198,142 )

$ ( 7,964,853 )

as of March 31, 2020

Fair value of warrants

Balance as of September 30, 2020

$ ( 14,915,461 )

$ ( 8,677,974 )

as of December 31, 2020

Balance as of December 31, 2020

( 18,130,455 )

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Fair value of warrants

as of March 31, 2021

Balance as of September 30, 2021

( 18,099,752 )

( 10,957,196 )

Balance as of June 30, 2020

$ ( 14,635,298 )

$ ( 8,399,385 )

Fair value of warrants

Balance as of September 30, 2020

$ ( 14,915,461 )

$ ( 8,677,974 )

Balance as of June 30, 2021

( 16,564,146 )

( 9,693,485 )

Shares issued for note conversion

Fair value of warrants

( 1,535,606 )

Balance as of September 30, 2021

$ ( 18,099,752 )

$ ( 10,957,196 )

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

Consolidated Statements of Cash Flows

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

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

Nine Months Ended

September 30,

Cash Flows from Operating Activities

Net income (loss)

$ ( 717,319 )

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) loss on change in fair value of derivative liabilities

Loss on sale of asset

Changes in operating assets and liabilities:

Accounts receivable

Prepaid expenses and other assets

Accounts payable and accrued expenses

Accrued interest

Other amounts due to related parties

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

Repayment of capital lease obligations

Repayment of convertible notes

Repayment of promissory notes

Net cash provided by (used in) financing activities

Net decrease in cash

Cash, beginning of period

end of period

Cash, end of period

Supplemental disclosures:

Supplemental disclosures of

non-cash items:

payable and accrued expenses exchanged for convertible note

assets under lease exchanged in settlement of lease liability

Interest paid

Supplemental disclosures of non-cash items:

Accounts payable and accrued expenses exchanged for convertible note

Convertible notes converted to common stock

interest on senior 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 Three months Ended March 31, 2021 and 2020

the Nine months Ended September 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.

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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

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

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

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

Operating results for the nine months ended September 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.

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

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amount of the asset group exceeds its fair value.

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

Basic earnings per

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.

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

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.

of September 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 nine months ended September 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

Nine Months Ended

September 30,

Net income (loss)

( 1,535,606 )

(Gain) loss on change in fair value of derivatives

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Net income (loss) per common share:

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

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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

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 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).

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.

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 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,”

value on a recurring basis as of September 30, 2021 and December 31, 2020:

Fair Value Measurement at

September 30, 2021

Derivative liabilities, debt and equity instruments

Fair Value Measurement at

December 31, 2020

Derivative liabilities, debt and equity instruments

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

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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.

the nine months ended September 30, 2021 creditors forgave aggregate amount of $ 19,959 associated with accrued expenses and $ 26,062 related

to notes payable.

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 $ 62,095 .

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.

Company recognized $ 0 revenue during the nine months ended September 30, 2021 and 2020.

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):

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.

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

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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.

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.

3 – 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 Company reported net income of $ 30,703

for the nine months ended September 30, 2021 and has incurred accumulated losses totaling $ 18,099,752 through September 30, 2021.

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 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

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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.

4 – Property and Equipment

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

Freezers and other

Delivery vans

and equipment consist of the following as of September 30, 2021 and December 31, 2020:

September 30,

Freezers and other equipment

accumulated depreciation

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).

the nine months ended September 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 nine months ended September 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).

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.

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

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.

During the nine months ended September 30, 2021, total principal of $ 218,900 and accrued interest in the amount of $ 153,686 were converted

into 98,024,360 shares of common stock resulting in carrying value of $ 50,000 as of September 30, 2021.

September 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

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

The carrying value as of March

The carrying value as of September

30, 2021 and December 31, 2020, was $ 108,804 .

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round provision in the note agreement.

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

The carrying value as of September 30, 2021 and December 31, 2020, was $ 25,000 .

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

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

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

The total principal outstanding on this promissory note as of September

30, 2021 and December 31, 2020, was $ 6,235 .

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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.

As of September 30, 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 .

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

As of March 31, 2021 and December 31, 2020, the balance outstanding on these notes was $80,000.

As of September 30, 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.

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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.

As of September 30, 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 .

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The balance outstanding

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

on this note as of September 30, 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 .

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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.

During the nine months ended September 30, 2021, the Company fully repaid $ 25,000 in principal, remaining balance

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

As of September 30, 2021 the balance outstanding on this note

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.

As of September 30, 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.

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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

As of September 30, 2021 and December 31, 2020, the outstanding

balance was $ 118,250 .

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Stock Purchase Agreement

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.

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

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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.

As of December 31, 2020,

outstanding balance of these notes was $ 121,000 .

During the nine months ended September 30, 2021, one of the notes in the principal amount

of $ 25,000 and accrued interest in the amount of $ 9,200 were converted into 9,000,000 shares of common stock resulting in carrying value

of $ 96,000 as of September 30, 2021.

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

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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.

As of September 30, 2021 and December 31, 2020, outstanding balance of these notes was $ 45,000 .

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

Stock Purchase Agreement

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”).

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.

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.

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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.

During the nine months ended September 30, 2021, principal in

the amount of $ 100,000 and accrued interest in the amount of $ 138,245 were converted into 62,696,053 shares of common stock resulting

in carrying value of $ 306,000 as of September 30, 2021.

Stock Purchase Agreement

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 .

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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.

of September 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.

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 .

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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

As of September 30, 2021 and December 31, 2020, the Cobrador

2016 Notes had a carrying value of $ 95,000 .

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

As of September

30, 2021 and December 31, 2020, the carrying value of the notes was $ 250,000 .

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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 .

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

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

As of September 30, 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 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 %

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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 March 31, 2021 and December

31, 2020, the Company fully amortized $ 3,889 of debt discount resulting in carrying value of $ 537,500 as of September 30, 2021 and December

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

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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

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

of the notes was $ 436,500 .

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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

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

During the nine months ended September

30, 2021, the Company repaid $ 202,500 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 $ 78,750 as of September 30, 2021.

As of the date of release of these financial statements,

convertible notes were in default.

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%

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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.

common stock resulting in carrying value of $ 127,875 as of December 31, 2020.

During the nine months ended September 30, 2021, total

principal of $ 85,250 and accrued interest in the amount of $ 18,623 were converted into 34,811,689 shares of common stock resulting in

carrying value of $ 42,625 as of September 30, 2021.

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

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

3 unchanged sentences

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.

The outstanding principal balance was $ 60,000 as of September 30, 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

3 unchanged sentences

The outstanding

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

principal balance was $ 331,824 as of September 30, 2021 and December 31, 2020.

As of the date of release of these financial statements,

convertible notes were in default.

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

1 unchanged sentence

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

The outstanding principal balance was $108,572 as of March 31, 2021 and December

The outstanding principal balance was $ 108,572 as of September 30, 2021 and

December 31, 2020.

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

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

2 unchanged sentences

The notes are convertible into common stock

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

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

1 unchanged sentence

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.

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

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

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

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

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

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

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

As of September

30, 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 .

2 unchanged sentences

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

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

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

4 unchanged sentences

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 outstanding balance was of $ 50,000 as of September 30, 2021 and December 31, 2020.

As of the date of release

of these financial statements, convertible note was in default.

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

The notes have

1 unchanged sentence

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:

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

the nine months ended September 30, 2021, the Company entered into several convertible notes agreements in the amount of $ 365,000 .

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 September 30, 2021.

July 13, 2021, the Company issued a convertible note in the amount of $ 150,000 .

The note has a 3 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.

outstanding principal balance was $ 150,000 as of September 30, 2021.

September 21, 2021, the Company issued a convertible note in the amount of $ 100,000 .

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.

The outstanding principal balance was $ 100,000 as of September 30, 2021.

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

During the nine months ended September 30, 2021, the Company repaid $ 94,600 in principal resulting in carrying value of

$ 0 as of September 30, 2021.

maturities of debt remaining as of September 30, 2021 for each respective fiscal year end are as follows:

unamortized debt discount

following table reconciles, for the three months ended March 31, 2021 and 2020, the beginning and ending balances for financial instruments

following table reconciles, for the nine months ended September 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

in fair value of conversion features

of embedded derivatives at the end of the period

September 30,

Balance of embedded derivative at the beginning of the period

Change in fair value of conversion features

Balance of embedded derivatives at the end of the period

6 – Capital Lease Obligations

4 unchanged sentences

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,

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.

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

The leases expire at various points through

the year ended December 31, 2023 .

During the nine months ended September 30, 2021, the Company settled lease liability amounts totaling

$ 146,881 by paying the lessors $ 126,100 and returning the leased property and equipment with a carrying value of $ 44,100 , resulting in

a gain on settlement of liability of $ 20,781 .

following schedule provides minimum future rental payments required as of September 30, 2021, under the current portion of capital leases.

Total minimum lease payments

Amount represented interest

value of minimum lease payments and guaranteed residual value

Present value of minimum lease payments and guaranteed residual value

7 – Capital Stock

Company has authorization for “blank check”

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

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.

As of September 30, 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

the nine months ended September 30, 2021, the Company issued 212,269,807 shares of its common stock, in conversion of $ 780,765 of convertible

notes and accrued interest.

were no stock issuances during the nine months ended September 30, 2021.

Total common shares issued and outstanding at September 30,

2021 and December 31, 2020 were 288,097,871 and 75,828,064 , respectively.

8 – 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

December 31, 2020 the Company had the following warrant securities outstanding:

2016 Warrants for services

2016 Warrants issued with

Convertible Notes

2016 Warrants issued with Convertible Notes

November - December 2021

2017 Warrants –

2017 Warrants – 2017 financing

December 2022

2018 Warrants –

2018 Warrants – 2019 financing

January - November 2023

1 unchanged sentence

October - December 2023

2019 Warrants –

2019 Warrants – 2020 financing

2019 Warrants for services

2020 Warrants for services

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

February 2025

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

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

During the nine months ended September 30, 2021 and

2020, the Company recorded $ 4,722 and $ 4,198 , respectively, in warrant expense related to vesting of these warrants.

summary of all warrants activity for the nine months ended September 30, 2021 is as follows:

Balance outstanding at December 31, 2020

( 3,428,226 )

Balance outstanding at September 30, 2021

Exercisable at September 30, 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

12 unchanged sentences

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,

summary of all stock option activity for the nine months ended September 30, 2021 is as follows:

Balance outstanding at December 31, 2020

Cancelled or expired

Balance outstanding at September 30, 2021

Exercisable at September 30, 2021

10 – Subsequent Events

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

Company has evaluated events occurring subsequent to September 30, 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.

November 5, 2021, the company acquired the rights to 102 Federal Mining Claims located in San Juan County, Utah for the purchase price

of $ 100,000.00 .

The acquisition decision was driven by historical mineral data from seven (7) existing wells with brine aquifer access,

supporting what we believe to be a commercially viable project.

The historical data show a substantial concentration of Lithium Brine

in the targeted area.

November 2, 2021, the Company issued three (3) convertible notes - $150,000, $100,000 and $66,500 - to fund an asset acquisition, continue

funding operations and reconciling a debt.

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.

The note also contains a 4.99 % limitation on the investor’s

beneficial ownership of the Company’s outstanding common stock upon conversion.

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