What changed in this filing

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Item 1. Financial Statements

2022-05-16 compared with 2021-11-15 · 734 added, 635 removed, 150 unchanged (90% of the section changed)

Financial Statements

Consolidated Balance Sheets

September 30,

BOXSCORE BRANDS, INC.

Condensed Consolidated Balance Sheets

Current assets

2 unchanged sentences

Noncurrent assets

Property and equipment (net)

Mineral claims

Liabilities and Stockholders’ Deficit

5 unchanged sentences

Promissory notes payable

Convertible notes payable, current portion

Capital lease obligation, current portion

Convertible notes payable

Current capital lease obligation

Total current liabilities

Noncurrent liabilities:

Promissory notes payable

Convertible notes payable, noncurrent portion

Capital lease obligation, noncurrent portion

Convertible notes payable

Derivative liabilities

11 unchanged sentences

Total liabilities and stockholders’ deficit

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

Consolidated Statements of Operations

The accompanying notes are an integral part of

the condensed consolidated unaudited financial statements.

BOXSCORE BRANDS, INC.

Condensed Consolidated Statements of Operations

Three Months Ended

Nine Months Ended

September 30,

Operating Expenses

2 unchanged sentences

Operating loss

Other Expenses (Income)

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

Other Income (Expenses)

Gain 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)

Total other income (expenses)

Income (loss) from operations before income taxes

( 1,535,606 )

Provision for income taxes

1 unchanged sentence

$ ( 103,774 )

$ ( 280,163 )

$ ( 717,319 )

Net income (loss) per share – basic

Net income (loss) per share – diluted

Net loss per share – basic

Net 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 Nine months ended September 30, 2021 and 2020

Stockholders’

The accompanying notes are an integral part of

the condensed consolidated unaudited financial statements.

BOXSCORE BRANDS, INC.

Consolidated Statements of Changes in Stockholders’

Three months ended March 31, 2022 and 2021

Stockholders’ Deficit

Balance as of December 31, 2020

1 unchanged sentence

$ ( 11,773,386 )

Fair value of warrants

Balance as of September 30, 2020

Shares issued for conversion of convertible note and accrued interest

Vesting of warrants

Balance as of March 31, 2021

$ ( 16,516,380 )

3 unchanged sentences

$ ( 9,042,671 )

Shares issued for note conversion

Fair value of warrants

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

Shares issued for conversion of convertible note and accrued interest

Vesting of warrants

Balance as of March 31, 2022

$ ( 16,471,763 )

$ ( 8,956,720 )

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

Consolidated Statements of Cash Flows

Nine Months Ended

September 30,

The accompanying notes are an integral part of

the condensed consolidated unaudited financial statements.

BOXSCORE BRANDS, INC.

Condensed Consolidated Statements of Cash Flows

Three Months Ended

Cash Flows from Operating Activities

1 unchanged sentence

$ ( 103,774 )

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

Adjustments to reconcile net 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

Gain on change in fair value of derivative liabilities

( 1,852,133 )

Changes in operating assets and liabilities:

Accounts receivable

Prepaid expenses and other assets

1 unchanged sentence

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

Repayments of capital lease obligations

Repayment of convertible notes

Repayment of promissory notes

Net cash provided by (used in) financing activities

Net decrease in cash

Repayments of promissory notes

Net cash provided by financing activities

Net increase (decrease) in cash

Cash, beginning of period

2 unchanged sentences

Interest paid

Supplemental disclosures of non-cash items:

Accounts payable and accrued expenses exchanged for convertible note

Income taxes paid

Supplemental disclosures of non-cash investing and financing activities:

Accounts payable and accrued payable exchanged for convertible note

Fixed assets under lease exchanged in settlement of lease liability

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 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.

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

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 Three months Ended March 31, 2022 and

Note 1 – Nature of the Business

BoxScore Brands, Inc.

(formerly U-Vend Inc.) (the

“Company”) is a US based renewable energy company focused on the extraction, refinement and distribution of technical minerals.

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.

Through the corporate reorganization and repositioning

process, the Company found itself with the unique opportunity to expand its management team and acquire mining claims that historically

reported high levels of Lithium and other tech minerals.

The Company hired and affiliated itself with industry veterans that bring decades

of experience, credibility and relationships.

On November 5, 2021, the Company acquired the

rights to 102 Federal Mining Claims located in theLisbon Valley of Utah.

The acquisition was driven by historical mineral data from seven

(7) existing wells with brine aquifer access.

The independent third-party Technical Report indicated that further investment and development

in the claims were warranted.

The Company has been executing the necessary steps

to prove the tech reports findings and has retained RESPEC Company LLC as its Geotech, Engineering and Resource Management partner to

assist in the exploration of the Lisbon Valley brine extraction project.

Leveraging their expertise, the company will focus on several

initiatives, that include:

● Advancement

of geotech, engineering, geology and fieldwork to complete Technical Reports on the Lisbon

● Understanding

Lisbon Valley brines, on and around owned leases.

a well plan to re-enter, sample, and test the “Superior Well”, that has a historical

lithium concentration of 730 ppm (parts per million).

other prospective plugged and abandoned wells, taking brine samples and performing hydrological

testing at each identified high potential zone to evaluate the properties of the clastic

information is advanced, prepare technical reports following the NI 43-101 Standards of Disclosure

for Mineral Projects, initially a Preliminary Economic Assessment (PEA) and longer term,

a Preliminary Feasibility Study (PFS).

the collected brines for lithium, but also for previously identified high value elements

such as cobalt, manganese, magnesium, and suites of metals in the alkaline earth metals,

transition metals, and halogens group.

on the results of the Superior well, develop area resource estimates .

The Company has been moving forward with its strategy

of employing advanced brine extractive technology methodologies and has been in talks with numerous extraction providers.

Selective mineral

extraction is clearly the most cost-effective and ESG friendly approach currently available.

Technologies are being utilized that can

extract the desired minerals and metals from the brine and then re-inject the brines back down into the aquafer.

The prospective partners

have been provided the analytical results from the technical reports, but will soon provide current results, analytical, Geotech modeling,

aquifer modeling, recharge, flows, and depth.

Valley of Utah also provides many added benefits:

● Historically

rich industrial and natural resource extraction area.

developed infrastructure including high voltage electrical, proximity to major roadways and

and local agency support through the Utah Division of Oil, Gas and Mining and the Trust Land

Administration (SITLA)

Company will als o look to expand its holdings in the Lisbon Valley area with the acquisition of additional mineral claims and

joint venture opportunities.

Note 2 – Summary of Significant Accounting

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 three months ended

March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.

The balance sheet

as of December 31, 2021 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.

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, 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

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.

These interim consolidated financial statements should be

read in conjunction with the December 31, 2021 audited consolidated financial statements and the notes thereto contained in our Annual

Report on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission on March 29, 2022.

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,

U-Vend USA LLC.

All intercompany balances and transactions have been eliminated in consolidation.

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

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.

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

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

Diluted earnings per share are computed

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

In a loss period,

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

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.

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

Mineral Rights and Properties

The Company capitalizes acquisition costs until

the Company determines the economic viability of the property.

Since the Company does not have proven and probable reserves as defined

by Securities and Exchange Commission (“SEC”) regulation S-K 1300, exploration expenditures are expensed as incurred.

The Company expenses mineral lease costs and repair and maintenance costs as incurred.

The Company reviews the carrying value of our properties

for impairment, including mineral rights, upon the occurrence of events or changes in circumstances that indicate the related carrying

amounts may not be recoverable.

Earnings Per Share

The Company presents basic and diluted earnings

per share in accordance with ASC 260, “Earnings per Share.” Basic earnings per share reflect the actual weighted average of

shares issued and outstanding during the period.

Diluted earnings per share are computed including the number of additional shares that

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

In a loss period, the calculation for basic and diluted earnings

per share is considered to be the same, as the impact of potential common shares is anti-dilutive.

As of March 31, 2022 and December 31, 2021, there

were approximately 161 million and 164 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 three months ended March 31, 2022.

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 unchanged sentence

(Gain) loss on change in fair value of derivatives

( 1,852,133 )

Interest on convertible debt

Net income (loss) – diluted

$ ( 126,072 )

Weighted average common shares outstanding:

1 unchanged sentence

Net income (loss) per common share:

Financial Instruments

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

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

for accounting purposes.

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

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

statement of operations.

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

Value of Financial Instruments

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

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

ASC Topic 820, “Fair

Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company.

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

Derivative Financial Instruments

The Company evaluates its financial instruments

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

Certain warrants issued by

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

For derivative

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

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

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

Fair Value of Financial Instruments

For certain of the Company’s financial instruments,

including cash and equivalents, prepaid expenses and other assets, accounts payable, accrued liabilities and short-term debt, the carrying

amounts approximate their fair values due to their short maturities.

ASC 820, “Fair Value Measurements and Disclosures,” requires

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

ASC 825, “Financial Instruments,” defines fair

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

for fair value measures.

The three levels of valuation hierarchy are defined as follows:

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

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

to provide pricing information on an ongoing basis

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

full term of the asset or liability.

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

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

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

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

observable from objective sources (i.e.

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).

1 unchanged sentence

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 September 30, 2021 and December 31, 2020:

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 March 31,

2022 and December 31, 2021:

Fair Value Measurement at

September 30, 2021

Derivative liabilities, debt and equity instruments

March 31, 2022

Derivative liabilities

Fair Value Measurement at

December 31, 2021

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

instrument issued, and recognized as expense.

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

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

The fair value of each stock option granted is estimated

using the Black-Scholes option pricing model.

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

is the date the award is issued.

on Liabilities Settlement

the 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):

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.

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 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.

Derivative liabilities

The debt and equity instruments each carry certain

reset provisions that may compound derivative liabilities upon the issuance of new instruments.

Current reset provision may result in

conversions of these instruments to be reduced to as allow as $ 0.0038 per share, further expanding the derivative liability of the Company.

Stock-Based Compensation

The Company accounts for stock-based compensation

in accordance with ASC 718, “Compensation – Stock Compensation,” which requires all stock-based awards granted to employees,

directors, and non-employees to be measured at grant date fair value of the equity instrument issued, and recognized as expense.

compensation expense is recognized on a straight-line basis over the requisite service period of the award, which is generally equivalent

to the vesting period.

The fair value of each stock option granted is estimated using the Black-Scholes option pricing model.

The measurement

date for the non-forfeitable awards to nonemployees that vest immediately is the date the award is issued.

Gain on Liabilities Settlement

During the three months ended March 31, 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 , resulting in total gain on settlement of liabilities of $ 31,326 .

No gains or losses resulting from liability settlement were

recognized during the three month ended March 31, 2022.

Revenue Recognition

We recognize revenue under ASC 606, “Revenue

from Contracts with Customers,” the core principle of which is that an entity should recognize revenue to depict the transfer of

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

in exchange for those goods or services.

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

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

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

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

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

The Company recognized $ 0 revenue during

the three months ended March 31, 2022 and 2021.

Recent Accounting Pronouncements

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

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

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

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

entity’s own equity.

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

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

Early adoption is permitted

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

The Company is currently evaluating the effects this

ASU will have on its financial statements.

The Company has examined all other recent accounting

pronouncements and determined that they will not have a material impact on its financial position, results of operations, or cash flows.

Note 3 – Going Concern

The accompanying consolidated financial statements

have been prepared on a going concern basis.

The Company had net loss of $ 103,774 during the three months ended March 31, 2022, has accumulated

losses totaling $ 16,471,763 , and has a working capital deficit of $ 8,246,720 at March 31, 2022.

These factors, among others, indicate

2 unchanged sentences

might result from the outcome of these uncertainties.

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

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

Until the Company can generate significant

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

The Company hopes

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

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

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

indebtedness.

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

fails to obtain additional financing.

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

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

4 – Property and Equipment

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

September 30,

Freezers and other equipment

accumulated depreciation

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.

The fair value of the Series

A Warrants did not materially change due to the extension.

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

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

Until the Company can generate significant cash

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

The Company hopes to raise

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

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

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

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

additional financing.

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

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

Note 4 – Debt

Senior Convertible Notes

During the year ended December 31, 2018, a Senior

Convertible Note in the aggregate principal amount of $ 310,000 and a maturity date of December 31, 2018 payable to Cobrador Multi-Strategy

Partners, LP (“Cobrador 1”), was extended until December 31, 2019.

The Company also extended the expiration dates of Series

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

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

the extension.

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

of common stock.

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

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

$ 72,734 and this amount was charged to operations as debt discount amortization during the year ended December 31, 2016.

The Senior Convertible

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

It is convertible into shares of common stock

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

The Company determined that Cobrador 2 had a beneficial conversion

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

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

The carrying value as of September

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

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

The note bears interest at 7 %, was

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

In addition, in conjunction with

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

The estimated value

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

round provision in the note agreement.

The carrying value as of 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.

Notes Payable

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

The original amount of this note was $ 10,512

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

The total principal outstanding on this promissory note as of September

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

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

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

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

As of December 31, 2015,

note balance was $ 11,083 .

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

The balance outstanding on these notes was $ 24,116

at December 31, 2016.

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

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

December 31, 2017.

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

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

December 31, 2018.

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

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

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

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

As of 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 .

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

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

During the year ended December 31, 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 December 31, 2021.

The carrying value as of March 31, 2022, was $ 50,000 .

On December 31, 2016, the Company issued a Senior

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

additional interest, fees and penalties.

The additional interest, fees and penalties was $ 72,734 and this amount was charged to operations

as debt discount amortization during the year ended December 31, 2016.

The Senior Convertible Note was extended during the year ended

December 31, 2018 and was due on December 31, 2019.

It is convertible into shares of common stock at a conversion price $ 0.05 per

share and bears interest at 7 % per annum.

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

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

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

As of December 31, 2020 the carrying value was $ 108,804 .

During the year ended December 31, 2021, total principal in the amount of $ 88,000 was converted into 23,157,894 shares

of common stock resulting in carrying value of $ 20,804 as of December 31, 2021.

During the three months ended March 31, 2022, total

principal and accrued interest in the amount of $ 100,727 were converted into 26,507,105 shares of common stock resulting in carrying value

of $ 0 as of March 31, 2022.

During December 2017, the Company issued a Senior

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

The note bears interest at 7 %, was due in December 2019, and is convertible

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

In addition, in conjunction with this note, the Company issued 500,000 warrants

to purchase common shares at $ 0.05 with a contractual term of 5 years.

The estimated value of the warrants was determined

to be $ 1,421 and was recorded as interest expense during 2017 and a warrant liability due to the down round provision in the note

The outstanding principal balance was $ 25,000 as of March 31, 2022 and December 31, 2021.

As of March 31, 2022, all senior convertible notes

were in default with an interest rate increased to 15 %.

Promissory Notes Payable

During 2014, the Company issued an unsecured promissory

note to a former employee of U-Vend Canada.

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

interest at 17 % per annum.

The total principal outstanding on this promissory note was $ 6,235 as of March 31, 2022 and December 31,

Starting of 2015, the Company entered into a series

of promissory notes from the same lender.

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

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

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

In 2016, the Company

borrowed $ 76,500 and repaid $ 63,497 .

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

In 2017, the Company

borrowed $ 36,400 and repaid $ 44,449 .

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

In 2018, the Company

borrowed $ 143,908 and repaid $ 125,931 .

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

During the year

ended December 31, 2019, the Company borrowed additional $ 38,325 and recorded additional original discount in the amount of $ 3,325 associated

with the new borrowing.

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

debt discount.

As of March 31, 2022 and December 31, 2021, the balance outstanding on these notes was $ 25,784 .

During the year ended December 31, 2016, the Company

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

The promissory notes bear interest at 10 % per

annum, with a provision for an increase in the interest rate upon an event of default as defined therein and were due at various due dates

in May and September 2017.

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

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.

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 .

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

This note bears interest at the rate of 7 %

per annum, due on December 31, 2019.

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

The balance outstanding

on this note as of 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 .

matures in 64 weeks.

The Company recorded $ 11,160 to debt discount.

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

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

at December 31, 2018.

As of March 31, 2022 and December 31, 2021,

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

In December 2017, the Company issued promissory

notes in the aggregate principal balance of $ 28,000 to Cobrador.

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

of March 31, 2022 and December 31, 2021, the balance outstanding on these notes was $ 28,000 .

On April 13, 2018, the Company issued a promissory

note in the principal amount of $ 115,000 .

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

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

The balance outstanding on this note as of March 31, 2022 and December

31, 2021, was $ 80,000 .

On November 19, 2018, the Company issued a promissory

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

This note matures in 64 weeks.

The Company recorded $ 11,160 to

debt discount.

During the year ended December 31, 2018, the Company repaid $ 9,784 in principal and amortized $ 872 of debt discount

resulting in an unamortized debt discount of $ 10,288 and carrying value of $ 103,928 at December 31, 2018.

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

During the year ended

December 31, 2019, the Company repaid $ 48,154 in principal and amortized $ 9,744 of debt discount resulting in an unamortized

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

During the year ended December 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 year ended December 31, 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 March 31, 2022 and December 31, 2021, the balance outstanding

on this note was $ 0 .

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 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.

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

and a one (1) year maturity.

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

(5) year maturity.

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.

As of March 31, 2022 and December 31, 2021, the balance outstanding on these notes was $ 135,000 .

As of March 31, 2022, promissory notes were in

default with an interest rate increased by 2 % over the original interest rate.

On March 5, 2019, the Company issued a non-equity

linked promissory note for $ 100,000 to an investor with an annual 10 % rate of interest and a one (1) year maturity.

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

The fair value of warrant was not material.

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

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

balance was $ 118,250 .

Notes Payable

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 March 31, 2022 and December 31, 2021, the outstanding balance

was $ 118,250 .

Convertible Notes Payable

2014 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.

In connection with

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

In 2014 and 2015 the Company entered into the

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

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

The principal on these notes is due at

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

In connection with these borrowings the

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

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

1 unchanged sentence

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 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

to November 17, 2020.

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

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.

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

During the year ended December 31, 2021, one of the notes in

the principal amount of $ 25,000 and accrued interest in the amount of $ 30,387 were converted into 14,575,645 shares

of common stock resulting in carrying value of $ 96,000 as of March 31, 2022 and December 31, 2021.

The Company and Cobrador held three of

the convertible notes in the aggregate face amount of $ 45,000 and agreed to extend the repayment date to November 17, 2020 .

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

As of March 31, 2022 and December 31, 2021, outstanding balance of these notes was $ 45,000 .

As of March 31, 2022, these notes were in default

with an interest rate increased to 15 %.

2015 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”).

The notes were due

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

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

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

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

The exercise price was later revised to $ 0.22 per share

pursuant to the down round provisions in the 2015 SPA.

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

computed fair value of the convertible notes and warrants issued.

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

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

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.

During the year ended December 31, 2015, the Company

issued eleven subordinated convertible notes bearing interest at 9.5 % per annum with an aggregate principal balance of

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

The notes were due in December 2017 and are

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

The conversion rate was

later revised to $ 0.05 due to down round provisions contained in the 2015 SPA, and the due date was extended to November 17, 2020.

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

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

The exercise price was later revised to $ 0.22 per

share pursuant to the down round provisions in the 2015 SPA.

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

on the computed fair value of the convertible notes and warrants issued.

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

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

During the year ended December 31, 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 March 31, 2022 and December 31, 2021.

2016 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 .

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

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

With these notes, the Company

satisfied its obligations for:

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

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

expenses, fine and penalties of $ 23,110 .

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

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

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

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

The Company allocated $ 19,242 to debt discount

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

due to the down round provision in the warrants.

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

of 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.

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

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

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

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

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

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

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

with a 5 year contractual term.

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

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

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

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

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

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

notes have a 2 year term, bear interest at 9.5 % per annum and are convertible into shares of common stock at a conversion price of $ 0.05

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

price of $ 0.07 per share.

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

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

As of September

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

As of the date of release of these financial statements,

these notes were in default.

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

in the aggregate principal amount of $ 923,882 .

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

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.

In connection with the 2017 Convertible Notes, the Company issued

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

The Company allocated $ 59,403 to a debt

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

With these notes, the Company satisfied its obligations for:

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

registration rights penalties of $ 22,156 , due to a former officer of $ 81,250 , and additional interest, expenses, fine and penalties of

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

and deferred financing costs during the year ended December 31, 2016.

In connection with the 2016 SPA, the Company granted

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

due to down round provisions, with a 5 year contractual life.

The Company allocated $ 19,242 to debt discount based on the

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

down round provision in the warrants.

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

converted into 1,700,000 shares of common stock.

As of March 31, 2022 and December 31, 2021, the

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

As of March 31, 2022, these notes were in default with an interest rate increased to 18 %.

During the year ended December 31, 2016, the Company

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

The Cobrador 2016

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

price of $ 0.17 per share.

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

date was extended to September 26, 2021.

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

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

a 5 year contractual term.

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

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

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

As of March 31, 2022 and December 31, 2021, the Cobrador

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

During the fourth quarter of 2016, the Company

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

The notes have a 2 year term, bear

interest at 9.5 % per annum and are convertible into shares of common stock at a conversion price of $ 0.05 per share.

In connection

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

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

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

As of December 31, 2020, the

carrying value of the notes was $ 250,000 .

During the year ended December 31, 2021, principal in the amount of $ 47,000 was converted

into 12,368,421 shares of common stock resulting in carrying value of $ 203,000 as of December 31, 2021.

During the three

months ended March 31, 2022, total principal and accrued interest in the amount of $ 88,473 were converted into 23,282,260 shares of common

stock resulting in carrying value of $ 175,000 as of March 31, 2021.

As of March 31, 2022, these notes were in default with an interest

rate increased to 18 %.

2017 Financings

During the year ended December 31, 2017, the Company

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

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

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

In connection with the 2017 Convertible Notes, the Company issued a total

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

The Company allocated $ 59,403 to

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

liability due to the down round provision in the warrants.

1 unchanged sentence

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

During the year

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

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

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

As of March 31, 2022 and December

31, 2021, the carrying value of the notes was $ 924,282 .

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

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

Notes)” in the aggregate principal amount of $ 537,500 .

The 2018 Convertible Notes each have a 2 year term, bear interest at 9.5 %

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

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

share with a 5 year term.

As of March 31, 2022, these notes were in default with an interest rate increased

2018 Financings

During the year ended December 31, 2018, the Company

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

of $ 537,500 .

The 2018 Convertible Notes each have a 2 year term, bear interest at 9.5 % if paid in cash, 15 % if paid

in common stock, and are convertible into shares of common stock at a conversion price of $ 0.05 per share.

In connection with the

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

a 5 year term.

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

2 unchanged sentences

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

During the year ended December 31, 2019, the Company amortized $ 16,692 of debt discount

resulting in an unamortized debt discount of $ 3,889 and carrying value of $ 533,611 as of December 31, 2019.

During the year ended December 31, 2019, the Company amortized $ 16,692 of debt

discount resulting in an unamortized debt discount of $ 3,889 and carrying value of $ 533,611 as of December 31, 2019.

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

of December 31, 2020.

During the year ended December 31, 2021, principal in the amount of $ 25,000 was converted into 6,578,947 shares

of common stock resulting in carrying value of $ 512,500 as of March 31, 2022 and December 31, 2021.

As of March 31, 2022, convertible

notes were in default.

On November 20, 2018, two officers converted $ 436,500 accrued

compensation into two convertible note agreements in the principal amount of $ 436,500 in exchange.

The notes have a 2 year

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

a conversion price of $ 0.05 per share.

As of March 31, 2022 and December 31, 2021, the carrying value of the notes was $ 436,500 .

As of March 31, 2022, convertible notes were in default.

During the year ended December 31, 2018,

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.

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

of $ 436,500 in exchange.

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

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

As of September 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.

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

with a net proceed of $ 214,000 .

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

of $ 214,000 .

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

The notes are convertible into common stock

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

The notes are convertible into common stock at 60 %

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

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

3 unchanged sentences

Act, as the result, the Company recorded additional $ 120,250 penalty in principal as of December 31, 2018.

During the year ended

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

value of $ 296,605 at December 31, 2018.

During the year ended December 31, 2019, the Company repaid $ 64,300 in principal and

amortized $ 21,381 of debt discount, recorded $ 42,764 in accretion of debt discount, resulting in unamortized debt discount of

$ 0 and carrying value of $ 296,450 at December 31, 2019.

During the year ended December 31, 2020, total principal and accrued

interest in the amount of $ 37,712 were converted into 9,924,132 shares of common stock resulting in carrying value of $ 281,250 as

of December 31, 2020.

During the year ended December 31, 2021, the Company repaid $ 206,250 in principal, $ 38,750 in accrued

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

value of $ 75,000 as of December 31, 2021.

During the three months ended March 31, 2022, the Company repaid $ 75,000 in principal resulting

in carrying value of $ 0 as of March 31, 2022.

2019 Financings

On March 18, 2019, the Company issued a convertible

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

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

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

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

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

The note matured on December 11, 2019.

The note is convertible into shares

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

of twenty-five days prior to the Conversion Day.

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

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,

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

During the year ended December

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

at December 31, 2018.

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

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

at December 31, 2019.

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

into 9,924,132 shares of common stock 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%

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

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

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

Subsequent to 181 days, the

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

The note matured

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 31, 2020.

During the year ended December 31, 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 $ 0 as

of March 31, 2022 and December 31, 2021.

On March 14, 2019, the Company converted accounts

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

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

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

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

The outstanding principal balance was $ 60,000 as of March 31, 2022 and December 31, 2021.

As of March 31, 2022, convertible

note was in default with an interest rate increased to 24 %.

On April 1, 2019, The Company converted an aggregate

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

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

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

The outstanding principal balance was $ 331,824 as

of March 31, 2022 and December 31, 2021.

As of March 31, 2022, convertible notes were in default with an interest rate increased to 18 %.

On April 15, 2019, The Company converted an accrued

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

The note has a 2 year term, bear interest

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

of $ 0.07 per share.

The outstanding principal balance was $ 108,572 as of March 31, 2022 and December 31, 2021.

As of March 31,

2022, convertible note was in default.

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.

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.

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,

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

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

The embedded conversion features

were valued at $0 due to default.

In addition, the Company also recorded $ 10,250 as original debt discount.

These notes were in default

due to failure to comply with the reporting requirements of the Exchange Act, as the result, the Company recorded additional $ 42,625

penalty in principal as of December 31, 2019.

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

During the year ended December 31, 2020, accrued interest in the amount of $ 24,508 was converted into 13,426,091 shares of

common stock 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

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

The note has a 2 year

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

price of $ 0.05 per share.

The outstanding principal balance was $ 60,000 as of 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

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

Both Notes have a 2 year term, bear interest at 9.5 % if paid in

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

The outstanding

principal balance was $ 331,824 as of 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

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

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

The outstanding principal balance was $ 108,572 as of 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,

for working capital purposes.

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

The notes are convertible into common stock

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

The notes also contain a 4.99 % limitation of ownership

on conversion.

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

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

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

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

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

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, 2022 and December 31, 2021, $ 603,231 was drawn under these agreements.

During the year ended December 31, 2019, the Company

entered into several convertible notes agreements in the amount of $ 68,000 .

The Notes have a 2 year term, bear interest at 9.5 %

if paid in cash, 15 % if paid in common stock, and are convertible into shares of common stock at a conversion price of $ 0.07 per

The outstanding principal balance was of $ 68,000 as of March 31, 2022 and December 31, 2021.

As of March 31, 2022, convertible

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

During the year ended December 31, 2019, the Company

entered into a convertible notes agreement in the amount of $ 50,000 .

The Note has a 6 month term, bears interest at 9.5 %

if paid in cash, 15 % if paid in common stock, and is convertible into shares of common stock at a conversion price of $ 0.01 per

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

a 5 year term.

The outstanding balance was of $ 50,000 as of March 31, 2022 and December 31, 2021.

As of March 31, 2022,

convertible note was in default with an interest rate increased to 18 %.

2020 Financings

During the year ended December 31, 2020, the Company

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

The notes have a 2 year term, bear interest of 9.5 %

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

The outstanding principal balance was $ 73,118 as of March 31, 2022 and December 31, 2021.

2021 Financings

During the year ended December 31, 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

The outstanding principal balance was $ 365,000 as of March 31, 2022 and December 31, 2021.

On 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.

The outstanding principal

balance was $ 150,000 as of March 31, 2022 and December 31, 2021.

On 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 March 31, 2022 and December 31, 2021.

On March 1, 2021, the Company issued a convertible

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

The note bears interest at the rate of 9.5 % per annum and

is due and payable in two years .

The note is convertible into shares of the Company’s common stock at $ 0.05 per share

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

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 .

The Notes have

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

a conversion price of $ 0.07 per share.

The outstanding principal balance was of $ 68,000 as of 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 .

The Note has a 6 month

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

price of $ 0.01 per share.

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

with a 5 year term.

The outstanding balance was of $ 50,000 as of 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

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

a conversion price of $ 0.05 per share.

The outstanding principal balance was $ 73,118 as of 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 year ended December 31, 2021, the Company fully repaid $ 94,600 in principal resulting in carrying value of $ 0 as of December

During the year ended December 31, 2021, the Company recorded additional principal of $ 30,000 for deferred compensation

under the same terms.

During the three months ended March 31, 2022, the Company recorded additional principal of $ 7,500 resulting in carrying

value of $ 37,500 as of March 31, 2022.

On October 14, 2021, the Company issued a convertible

note in the amount of $ 20,000 .

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 $ 20,000 as of March 31, 2022 and December 31, 2021.

On November 2, 2021, the Company issued 2 convertible

notes - $150,000, $100,000 - to fund an asset acquisition, continue funding operations and reconciling a debt.

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 $0.03 per share and are redeemable at the principal amount plus accrued unpaid interest after one year, at the Company’s

The notes also contain a 4.99% limitation on the investor’s beneficial ownership of the Company’s outstanding common

stock upon conversion.

The outstanding principal balance was $ 250,000 as of March 31, 2022 and December 31, 2021.

2022 Financings

During the three months ended March 31, 2022,

the Company issued 3 convertible notes - $ 50,000 , $ 150,000 and $ 100,000 .

The $ 50,000 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:

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

The $ 150,000 and $ 100,000 notes have a 1 -year term, bear interest of 15 %, and are convertible into shares of common stock

at a conversion price of $ 0.01 per share.

The outstanding principal balance was $ 300,000 as of March 31, 2022.

Scheduled maturities of debt remaining as of March

31, 2022 for each respective fiscal year end are as follows:

unamortized debt discount

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.

September 30,

The following table reconciles, for the three

months ended March 31, 2022 and 2021, the beginning and ending balances for financial instruments related to the embedded conversion features

that are recognized at fair value in the consolidated financial statements.

Balance of embedded derivative at the beginning of the period

Change in fair value of conversion features

( 1,852,133 )

Balance of embedded derivatives at the end of the period

6 – Capital Lease Obligations

Company acquired capital assets under capital lease obligations.

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

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

At the end of the lease, the

Company will own the equipment.

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.

Note 6 – Capital Lease Obligations

The Company acquired capital assets under capital

lease obligations.

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

payment at the end of the lease as summarized below.

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

During the year ended December 31, 2018 the Company

entered into various capital lease agreements.

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

The following schedule provides minimum future

rental payments required as of March 31, 2022, under the current portion of capital leases.

Total minimum lease payments

1 unchanged sentence

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

other rights superior to common stock.

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 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

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

2016 Warrants for services

2016 Warrants issued with Convertible Notes

November - December 2021

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.

March 31, 2022 and December 31, 2021, 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, with 385,568,143 and 335,778,778 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively.

During the three months ended March 31, 2022,

the Company issued 49,789,365 shares of its common stock, in conversion of $ 189,200 of convertible notes and accrued interest.

During the three months ended March 31, 2021,

the Company issued 54,398,684 shares of its common stock, in conversion of $ 206,715 of convertible notes and accrued interest.

Note 8 – Stock Options and Warrants

At March 31, 2022 the Company had the following

warrant securities outstanding:

2016 Warrants – financing

December 2022

May-June 2022

2017 Warrants – financing

June - December 2022

2018 Warrants – financing

January - November 2023

2 unchanged sentences

2019 Warrants –financing

March - October 2024

2019 Warrants for services

March - April 2024

2020 Warrants for services

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:

During the year ended December 31, 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:

expected volatility of 339 %, risk-free interest

rate 1.35 %, expected dividend yield of 0 %.

During the three months ended March 31, 2022 and 2021, the Company recorded $ 1,574 and

$ 525 , respectively, in warrant expense related to vesting of these warrants.

A summary of all warrants activity for the three

months ended March 31, 2022 is as follows:

Balance outstanding at December 31, 2021

( 2,971,428 )

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

under the Plan of 5,000,000 shares.

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

available for issuance under the Plan.

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

is 15,000,000 shares.

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

of the Company and its related companies.

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

stock options.

Balance outstanding at March 31, 2022

Exercisable at March 31, 2022

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.

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

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

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

its related companies.

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

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

Such awards include options, warrants

and stock grants.

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

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

Such awards include options, warrants and stock grants.

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

A summary of all stock option activity for the

three months ended March 31, 2022 is as follows:

Number of Options

Weighted Average Exercise Price

Weighted Average Remaining Contractual Term

Balance outstanding at December 31, 2021

Cancelled or expired

Balance outstanding at September 30, 2021

Exercisable at September 30, 2021

10 – Subsequent Events

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:

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.

Balance outstanding at March 31, 2022

Exercisable at March 31, 2022

Note 10 – Subsequent Events

The Company has evaluated events occurring subsequent

to March 31, 2022 through the date these financial statements were issued and determined the following significant events require disclosure:

Subsequent to March 31, 2022, the Company issued

secured convertible promissory notes in the aggregate principal amount of $ 265,000 to unaffiliated investors.

The notes bear interest

at the rate of 15 % per annum and are due and payable in one years .

The notes are convertible into shares of the Company’s common

stock at $ 0.01 per share and are redeemable at the principal amount plus accrued unpaid interest after one year , at the Company’s

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