What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-05-16 compared with 2021-11-15 · 134 added, 128 removed, 23 unchanged (92% of the section changed)

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

Forward-Looking

statements contained herein constitute “forward-looking statements” within the meaning of the Private Securities Litigation

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

Management’s Discussion and Analysis

of Financial Condition and Results of Operations

Forward-Looking Statements

Certain statements contained herein constitute

“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “1995 Reform

BoxScore Brands, Inc.

desires to avail itself of certain “safe harbor”

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

Except for the historical information

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

“anticipate,” “plan,” “expect,” “intend,” “believe,” “hope,”

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

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

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

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

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

desires to avail itself of certain “safe harbor” provisions of the 1995 Reform Act and

is therefore including this special note to enable us to do so.

Except for the historical information contained herein, this report contains

forward-looking statements (identified by the words “estimate,” “project,” “anticipate,” “plan,”

“expect,” “intend,” “believe,” “hope,” “strategy” and similar expressions),

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

These forward-looking statements are subject to various

risks, uncertainties and factors that could cause actual results to differ materially from the results anticipated in the forward-looking

statements, including, without limitation, those discussed under Part I, Item 1A “Risk Factors” in the Annual Report on Form

10-K for the year ended December 31, 2021, and those described herein that could cause actual results to differ materially from the results

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

limited operating history with our business model;

7 unchanged sentences

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

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

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

that appear elsewhere in this report.

(formerly U-Vend Inc.) (the “Company”) formerly developed, marketed and distributed various self-serve electronic

kiosks and mall/airport co-branded islands throughout North America.

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

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

The Company focused on implementing

a new operational direction.

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

for specific commodities relating to battery and new energy technologies.

This presents a timely and unique opportunity based on rising

demand characteristics.

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

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

of Operations

months Ended September 30, 2021 Compared to Three months Ended September 30, 2020

the three months ended September 30, 2021 and 2020, the Company had no revenue.

and Administrative Expenses

and administrative expenses for the three months ended September 30, 2021 were $83,253, an increase of $23,881 or 40%, compared to $59,372

for the three months ended September 30, 2021.

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

professional fees.

on Fair Value of Derivative Liabilities

the three months ended September 30, 2021, the Company recorded a loss on the change in fair value of derivative liabilities of $1,242,201,

as compared to $75,960 during the three months ended September 30, 2020.

of Debt Discount and Deferred Financing Costs

of debt discount and deferred financing costs for the three months ended September 30, 2021 were $0, compared to $372 for the three months

ended September 30, 2020 due to the discounts being fully amortized prior to December 31, 2020.

expense for the three months ended September 30, 2021 was $240,921, as compared to $155,459 during the three months ended September 30,

a result of the foregoing, the net loss for the three months ended September 30, 2021 was $1,535,606 as compared to $280,163 incurred

during the three months ended September 30, 2020.

months Ended September 30, 2021 Compared to Nine months Ended September 30, 2020

the nine months ended September 30, 2021 and 2020, the Company had no revenue.

and Administrative Expenses

and administrative expenses for the nine months ended September 30, 2021 were $256,900, an increase of $82,644 or 47%, compared to $174,256

for the nine months ended September 30, 2021.

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

wages and professional fees.

on Fair Value of Derivative Liabilities

the nine months ended September 30, 2021, the Company recorded a gain on the change in fair value of derivative liabilities of $871,388,

as compared to a loss of $75,960 during the nine months ended September 30, 2020.

of Debt Discount and Deferred Financing Costs

of debt discount and deferred financing costs for the nine months ended September 30, 2021 were $0, compared to $4,432 for the nine months

ended September 30, 2020.

expense for the nine months ended September 30, 2021 was $645,880, as compared to $461,597 during the nine months ended September 30,

a result of the foregoing, the net income for the nine months ended September 30, 2021 was $30,7034 as compared to a net loss $717,319

incurred during the nine months ended September 30, 2020.

and Capital Resources

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

The Company had net income of $30,703 during

the nine months ended September 30, 2021, has accumulated losses totaling $18,099,752, and has a working capital deficit of $7,931,610

at September 30, 2021.

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

The consolidated

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

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

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

Should additional financing not be available,

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

There can be no assurance that

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

the nine months ended September 30, 2021, the Company used $228,831 of cash in operating activities as a result of the Company’s

net income of $30,703, offset by share-based compensation of $4,722, change in fair market value of derivative liability of $871,388,

gain on settlement of liabilities of $62,095, and net changes in operating assets and liabilities of $669,227.

the nine months ended September 30, 2020, the Company used $17,980 of cash in operating activities primarily as a result of the Company’s

net loss of $717,319, offset by loss on sale of asset of $12,074, share-based compensation of $4,198, $4,432 in amortization and accretion

of debt discount, gain on settlement of liability of $11,000, change in fair market value of derivative liability of $75,960, and net

changes in operating assets and liabilities of $613,675.

the nine months ended September 30, 2021, the Company had no investing activities.

the nine months ended September 30, 2020, investing activities provided $18,000 in cash in proceeds from sale of property and equipment.

the nine months ended September 30, 2021, financing activities provided $210,900, resulting from $615,000 in proceeds from convertible

notes, offset by $82,000 in repayments of capital lease obligations, $297,100 in repayments of convertible notes, and $25,000 in repayments

of promissory notes.

the nine months ended September 30, 2020, we used $20 in financing activities, resulting from $15,500 in proceeds from convertible notes

and $15,520 in repayments of capital lease obligations.

Sheet Arrangements

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

financial statements, revenues or expenses.

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

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

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

Accounting Policies

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

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

statements and accompanying notes.

The consolidated financial statements as of September 30, 2021 describe the significant accounting

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

Actual results could differ from those estimates

and be based on events different from those assumptions.

Future events and their effects cannot be predicted with certainty;

therefore, requires the exercise of judgment.

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

as additional information is obtained.

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

and estimates used in the preparation of our consolidated financial statements:

Value of Financial Instruments

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

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

ASC Topic 820, “Fair

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

825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair

value measurement that enhances disclosure requirements for fair value measures.

The three levels of valuation hierarchy are defined

The following discussion and analysis provides

information that our management believes is relevant to an assessment and understanding of our results of operations and financial condition,

and should be read in conjunction with the consolidated financial statements and footnotes that appear elsewhere in this report.

BoxScore Brands, Inc.

(formerly U-Vend Inc.) (the

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

throughout North America.

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

and retiring certain corporate debt and obligations.

The Company focused on implementing a new operational direction.

After a thorough

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

energy technologies.

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

By capitalizing on market trends

and current sustainable energy government mandates and environmental, social, and corporate governance (ESG) initiatives, we aim to bring

a vertically-integrated solution to market.

On 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.

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.

Results of Operations

Three months Ended March 31, 2022 Compared

to Three months Ended March 31, 2021

For the three months ended March 31, 2022 and

2021, the Company had no revenue.

General and Administrative Expenses

General and administrative expenses for the three

months ended March 31, 2022 were $126,072, an increase of $52,577 or 72%, compared to $73,495 for the three months ended March 31, 2022.

The increase in general and administrative expenses was mainly due to increase in professional fees.

Gain on Fair Value of Derivative Liabilities

During the three months ended March 31, 2022,

the Company recorded a gain on the change in fair value of derivative liabilities of $211,345, as compared to $1,852,133 during the three

months ended March 31, 2021.

Interest Expense

Interest expense for the three months ended March

31, 2022 was $189,047, as compared to $195,889 during the three months ended March 31, 2021.

As a result of the foregoing, the net loss for

the three months ended March 31, 2022 was $103,774 as compared to the net income of $1,614,075 during the three months ended March 31,

Liquidity and Capital Resources

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

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

The consolidated financial statements do not include any adjustments that

might result from the outcome of these uncertainties.

The Company will need to raise additional financing

in order to fund the its operations for the next 12 months, and to allow the Company to continue the development of its business plans

and satisfy its obligations on a timely basis.

Should additional financing not be available, the Company will have to negotiate with its

lenders to extend the repayment dates of its indebtedness.

There can be no assurance that the Company will be able to successfully restructure

its debt obligations in the event it fails to obtain additional financing.

Operating Activities

During the three months ended March 31, 2022,

the Company used $223,150 of cash in operating activities as a result of the Company’s net loss of $103,774, offset by share-based

compensation of $525, change in fair market value of derivative liability of $211,345, and net changes in operating assets and liabilities

During the three months ended March 31, 2021,

the Company used $55,652 of cash in operating activities primarily as a result of the Company’s net income of $1,614,075, offset

by share-based compensation of $1,574, change in fair market value of derivative liability of $1,852,133, gain on settlement of liabilities

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

Investing Activities

During the three months ended March 31, 2022 and

2021, the Company had no investing activities.

Financing Activities

During the three months ended March 31, 2022,

financing activities provided $225,000, resulting from $300,000 in proceeds from convertible notes, offset by $75,000 in repayments of

convertible notes.

During the three months ended March 31, 2021,

financing activities provided $53,000, resulting from $125,000 in proceeds from convertible notes, $57,000 in repayments of capital lease

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

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet

arrangements that have, or are reasonably likely to have, an effect on its financial condition, financial statements, revenues or expenses.

Although the Company’s operations are influenced

by general economic conditions, it does not believe that inflation had a material effect on its results of operations during the last

two years as it is generally able to pass the increase in material and labor costs to its customers or absorb them as it improves the

efficiency of its operations.

Critical Accounting Policies

The preparation of financial statements and related

disclosures in conformity with accounting principles generally accepted in the United States requires management to make judgments, assumptions

and estimates that affect the amounts reported in our consolidated financial statements and accompanying notes.

The consolidated financial

statements as of March 31, 2022 describe the significant accounting policies and methods used in the preparation of the consolidated financial

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

Future events and

their effects cannot be predicted with certainty;

estimating therefore, requires the exercise of judgment.

Thus, accounting estimates

change as new events occur, as more experience is acquired or as additional information is obtained.

The following critical accounting

policies are impacted significantly by judgments, assumptions and estimates used in the preparation of our consolidated financial statements:

Fair Value of Financial Instruments

For certain of the Company’s financial instruments,

including cash and equivalents, accounts receivable, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate

their fair values due to their short maturities.

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

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

ASC Topic 825, “Financial Instruments,” defines fair value,

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

fair value measures.

The three levels of valuation hierarchy are defined as follows:

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

11 unchanged sentences

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

Financial Instruments

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

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

for accounting purposes.

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

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

statement of operations.

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

Quantitative and Qualitative Disclosures about Market Risk

required for smaller reporting companies.

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.

Quantitative and Qualitative Disclosures

about Market Risk

Not required for smaller reporting companies.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis