What changed in this filing

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Item 1. Financial Statements

2022-08-17 compared with 2022-05-16 · 668 added, 713 removed, 171 unchanged (89% of the section changed)

1 unchanged sentence

BOXSCORE BRANDS, INC.

Condensed Consolidated Balance Sheets

Condensed Consolidated

Balance Sheets

Current assets

10 unchanged sentences

Promissory notes payable

Convertible notes payable

Convertible notes payable, current

Current capital lease obligation

1 unchanged sentence

Noncurrent liabilities:

Convertible notes payable

Convertible notes payable, non-current

Derivative liabilities

11 unchanged sentences

Total liabilities and stockholders’ deficit

The accompanying notes are an integral part of

the condensed consolidated unaudited financial statements.

The accompanying notes

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

BOXSCORE BRANDS, INC.

Condensed Consolidated Statements of Operations

Condensed Consolidated

Statements of Operations

Three Months Ended

Six Months Ended

Operating Expenses

11 unchanged sentences

$ ( 537,946 )

$ ( 641,720 )

Net loss per share – basic

2 unchanged sentences

Weighted average common shares – diluted

The accompanying notes are an integral part of

the condensed consolidated unaudited financial statements.

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

Consolidated Statements

of Changes in Stockholders’ Deficit

Three and Six Months

Ended June 30, 2022 and 2021

Additional Paid in

Stockholders'

Balance as of December 31, 2020

1 unchanged sentence

$ ( 11,773,386 )

Shares issued for conversion of convertible note and accrued interest

Vesting of warrants

Balance as of March 31, 2021

Shares issued for note conversion

Fair value of warrants

Balance as of June 30, 2021

$ ( 16,564,146 )

3 unchanged sentences

$ ( 9,042,671 )

Shares issued for conversion of convertible note and accrued interest

Vesting of warrants

Shares issued for note conversion

Fair value of warrants

Balance as of June 30, 2022

$ ( 17,009,709 )

$ ( 9,494,666 )

Balance as of March 31, 2021

1 unchanged sentence

$ ( 9,951,022 )

The accompanying notes are an integral part of

the condensed consolidated unaudited financial statements.

Shares issued for note conversion

Fair value of warrants

Balance as of June 30, 2021

$ ( 16,564,146 )

$ ( 9,693,485 )

Balance as of March 31, 2022

$ ( 16,471,763 )

$ ( 8,956,720 )

Balance as of June 30, 2022

$ ( 17,009,709 )

$ ( 9,494,666 )

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

Condensed Consolidated

Statements of Cash Flows

Six Months Ended

Cash Flows from Operating Activities

12 unchanged sentences

Cash Flows from Investing Activities:

Net cash provided by (used in) investing activities

Cash Flows from Financing Activities

1 unchanged sentence

Repayments of capital lease obligations

Repayment of convertible notes

Repayment of convertible note

Repayments of promissory notes

5 unchanged sentences

Interest paid

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

Supplemental disclosures of non-cash items:

Accounts payable and accrued expenses exchanged for convertible note

Convertible notes converted to common stock

Accrued interest on convertible notes converted to common stock

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

The accompanying notes

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

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.

Notes to Condensed

Consolidated Financial Statements

For the Six Months

Ended June 30, 2022 and 2021

1 – Nature of the Business

(formerly U-Vend Inc.) (the “Company”) is a US based renewable energy company focused on the extraction, refinement

and distribution of technical minerals.

formerly developed, marketed and distributed various self-serve electronic kiosks and mall/airport co-branded islands throughout North

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.

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

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 the Lisbon Valley of Utah for $ 100,000 .

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.

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.

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.

will also look to expand its holdings in the Lisbon Valley area with the acquisition of additional mineral claims and joint venture opportunities.

2 – Summary of Significant Accounting Policies

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 six months

ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.

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.

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 31, 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,

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, Inc.

U-Vend USA LLC.

All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements

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

and accompanying notes.

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

events and their effects cannot be predicted with certainty;

estimating, therefore, requires the exercise of judgment.

Thus, accounting

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

Property and Equipment

Property and equipment are stated at cost less

depreciation.

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

Equipment has estimated

useful lives between three and seven years.

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

Impairment of Long-lived Assets

Long-lived assets, such as property and equipment

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

carrying amount of an asset group may not be recoverable.

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

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

If it is determined that an asset

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

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 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

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

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 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 fair value.

Rights and Properties

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

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.

The Company currently owns the rights to 102 Federal Mining Claims

located in the Lisbon Valley of Utah that it purchased on November 5, 2021 for $ 100,000 .

No impairment or capitalizable costs related

to the mineral claims were noted during the six months ended June 30, 2022.

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.

30, 2022 and December 31, 2021, there were approximately 173 million and 162 million shares potentially issuable under

convertible debt agreements, options, and warrants that could dilute basic earnings per share if converted that were included in the calculation

of diluted earnings per share for the six months ended June 30, 2021.

These if-converted shares were excluded from the other periods presented

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

Six Months Ended

June 30, 2021

Net income (loss)

$ ( 103,774 )

(Gain) loss on change in fair value of derivatives

Gain on change in fair value of derivatives

( 2,113,589 )

5 unchanged sentences

Net income (loss) per common share:

Derivative Financial Instruments

The Company evaluates its financial instruments

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

Certain warrants issued by

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

For derivative

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

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

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

Fair Value of Financial 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.

Financial Instruments

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

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 risks.

Value of Financial Instruments

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.

“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:

8 unchanged sentences

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

Certain of the Company’s debt and equity

instruments include embedded derivatives that require bifurcation from the host contract under the provisions of ASC 815-40, “Derivatives

and Hedging.”

The following table sets forth by level within

the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis as of March 31,

2022 and December 31, 2021:

of the Company’s debt and equity instruments include embedded derivatives that require bifurcation from the host contract under

the provisions of ASC 815-40, “Derivatives and Hedging.”

The following

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

a recurring basis as of June 30, 2022 and December 31, 2021:

Fair Value Measurement at

March 31, 2022

June 30, 2022

Derivative liabilities

2 unchanged sentences

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

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.

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 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 .

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.

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

During the six months ended June

30, 2021 creditors forgave aggregate amount of $ 15,252 associated with accrued expenses.

In addition, the Company recorded a gain on capital

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

No gains or losses

resulting from liability settlement were recognized during the six months ended June 30, 2022.

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.

recognized $ 0 revenue during the six months ended June 30, 2022 and 2021.

Accounting Pronouncements

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.

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

The accompanying

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

The Company had net loss of $ 641,720 during the six

months ended June 30, 2022, has accumulated losses totaling $ 17,009,709 , and has a working capital deficit of $ 9,024,666 at June

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 can generate significant cash from operations, its ability to continue as a going concern is dependent upon obtaining additional

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.

Convertible Notes

year ended December 31, 2018, a Senior Convertible Note in the aggregate principal amount of $ 310,000 and a maturity date of December

31, 2018 payable to Cobrador Multi-Strategy Partners, LP (“Cobrador 1”), was extended until December 31, 2019.

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

The fair value of the Series

A Warrants did not materially change due to the extension.

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

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

The carrying value as of December 31, 2020

was $ 268,900 .

During the 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.

value as of June 30, 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.

During the six months ended June 30, 2022, total

principal and accrued interest in the amount of $ 20,804 of principal and $ 79,923 of interest were converted into 26,507,105 shares

of common stock resulting in carrying value of $ 0 as of June 30, 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 agreement.

The outstanding principal balance was $ 25,000 as of June 30, 2022 and December

30, 2022, all senior convertible notes were in default with an interest rate increased to 15 %.

Notes Payable

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 June 30, 2022 and December 31, 2021.

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 June 30, 2022 and December 31, 2021, the balance outstanding on these

notes was $ 25,784 .

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 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, 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 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.

30, 2022 and December 31, 2021, the balance outstanding on these notes was $ 80,000 .

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 June 30, 2022 and December 31, 2021, the balance outstanding on these notes was $ 28,000 .

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 June 30, 2022 and December 31, 2021, was $ 80,000 .

19, 2018, the Company issued a promissory note in the principal amount of $ 124,000 with net proceeds of $ 112,840 .

This note matures

The Company recorded $ 11,160 to debt discount.

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

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

December 31, 2018.

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

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

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 June 30, 2022 and December

31, 2021, the balance outstanding on this note was $ 0 .

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 June 30, 2022 and December 31, 2021, the balance outstanding on these notes was $ 135,000 .

June 30, 2022, the above promissory notes were in default with an interest rate increased by 2 % over the original interest

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

and a one (1) year maturity.

This investor also received a warrant for 500,000 shares at a strike price

of $ 0.07 per share with a five (5) year maturity.

The fair value of warrant was not material.

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

On December 23, 2020, total

principal and accrued interest in the amount of $ 118,250 were converted into a new promissory note in the principal amount of $ 118,250 with

an annual 10 % rate of interest and mature on January 15, 2022.

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

was $ 118,250 .

Convertible Notes Payable

As of December

31, 2019, the outstanding balance was $ 100,000 .

On December 23, 2020, total principal and accrued interest in the amount of $ 118,250

were converted into a new promissory note in the principal amount of $ 118,250 with an annual 10 % rate of interest and mature

on January 15, 2022.

As of June 30, 2022 and December 31, 2021, the notes were in default and the outstanding balance was $ 118,250 .

Notes Payable

Stock Purchase Agreement

In 2014 and 2015 the Company entered into the

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

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

The principal on these notes is due at

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

In connection with these borrowings the

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

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

and 2015 the Company entered into the 2014 Securities Purchase Agreement (the “2014 SPA”) pursuant to which it issued eight (8)

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

The principal

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

In connection

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

contractual term.

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

balance sheets.

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

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.

During 2017 the Company repaid one of the notes in the amount of $ 50,000 .

On May 1, 2018, the Company granted 1,000,000 warrants

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

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

1 unchanged sentence

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 %.

of common stock resulting in carrying value of $96,000 as of June 30, 2022 and December 31, 2021.

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

date to November 17, 2020.

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

price of $ 0.07 per share.

As of June 30, 2022 and December 31, 2021, outstanding balance of these notes was $ 45,000 .

30, 2022, these 2014 notes were in default with an interest rate increased to 15 %.

Stock Purchase Agreement

During the year ended December 31, 2015, the Company

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

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

The notes were due in December 2017 and are

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

The conversion rate was

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

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

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

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”).

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

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.

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 June 30, 2022 and December

Stock Purchase Agreement

On June 30, 2016, the Company entered into the

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

principal amount of $ 761,597 .

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

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

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

The notes are convertible

into shares 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

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.

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.

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.

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

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

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.

During the year ended December 31, 2018, the Company amortized $ 31,940 of

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

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 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

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

year ended December 31, 2018, the Company amortized $ 12,803 of debt discount resulting in an unamortized debt discount of $ 20,581 and

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

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

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

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.

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

30, 2022 and December 31, 2021, the 2016 SPA had a carrying value of $ 676,597 .

As of June 30, 2022, these notes were in default with an

interest rate increased to 18 %.

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.

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

As of June 30, 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 % 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.

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

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

price of $ 0.07 per share.

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

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

As of 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

During the six months ended June 30, 2022, total principal and accrued interest in the amount of $ 28,000 of principal and $ 60,473

of interest were converted into 23,282,260 shares of common stock

resulting in carrying value of $ 175,000 as of June 30, 2021.

As of June 30, 2022, these notes were in default with an interest rate

increased to 18 %.

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

in the aggregate principal amount of $ 923,882 .

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

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

In connection with the 2017 Convertible

Notes, the Company issued a total of 16,537,926 warrants with an exercise price of $ 0.07 per share with a 5 year

The Company allocated $ 59,403 to a debt discount based on the computed fair value of the convertible notes and warrants issued

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

During the year ended December

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

In addition, the Company also recorded

$ 26,500 as original debt discount.

These notes were in default due to failure to comply with the reporting requirements of the Exchange

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

During the year ended

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

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

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

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

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

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

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

31, 2018, the Company amortized $ 31,940 of debt discount resulting in unamortized debt discount of $ 13,278 and carrying value

of $ 910,608 at December 31, 2018.

During the year ended December 31, 2019, the Company fully amortized remaining $ 13,278 of

debt discount.

As of June 30, 2022 and December 31, 2021, the carrying value of the notes was $ 924,282 .

As of June 30, 2022, these notes

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

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

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

of $ 0.07 per share with a 5 year term.

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

value of the convertible notes and warrants issued and classified the debt discount as a warrant liability due to the down round provision

in the warrants.

During the year ended December 31, 2018, the Company amortized $ 12,803 of debt discount resulting in an unamortized

debt discount of $ 20,581 and carrying value of $ 516,919 at December 31, 2018.

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, 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, 2020, accrued interest in the amount of $ 24,508 was converted into 13,426,091 shares of common stock resulting in carrying

During the year ended December 31, 2020, the Company fully amortized $ 3,889 of debt discount resulting in carrying

value of $ 537,500 as of 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

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 June 30, 2022 and December 31, 2021.

As of June 30, 2022, convertible notes were in default.

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

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.

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,

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

The note has a 2 year term, bears interest

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

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

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

As of June 30, 2022 and December 31, 2021, the

carrying value of the notes was $ 436,500 .

As of June 30, 2022, convertible notes were in default.

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

of $ 240,500 with a net proceed of $ 214,000 .

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

The notes are convertible

into common stock at 60 % to 61 % multiplied by the lowest one to two trading price(s) during fifteen to twenty-five trading day

period prior to the Conversion Date.

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

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

These notes were in default due to failure to comply with

the reporting requirements of the Exchange Act, as the result, the Company recorded additional $ 120,250 penalty in principal as of

December 31, 2018.

During the year ended December 31, 2018, the Company amortized $ 21,382 of debt discount resulting in unamortized

debt discount of $ 64,145 and carrying value of $ 296,605 at December 31, 2018.

During the year ended December 31, 2019, the Company

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

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

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 interest.

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 six months ended June 30, 2022, the Company

repaid $ 75,000 in principal resulting in carrying value of $ 0 as of June 30, 2022.

18, 2019, the Company issued a convertible promissory note for $85,250 with net proceed of $75,000 to an investor with an 8.0% rate

of interest and a one (1) year maturity.

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

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

Subsequent to 181 days, the Company

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

The note matured on December

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 discount.

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

of common stock resulting in carrying value of $ 127,875 as of December 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 June 30, 2022 and December 31, 2021.

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

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

The note has a 2 year

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

a conversion price of $ 0.05 per share.

The outstanding principal balance was $ 60,000 as of June 30, 2022 and December 31, 2021.

As of June 30, 2022, convertible note was in default with an interest rate increased to 24 %.

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

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

As of March 31, 2022, convertible

The outstanding principal balance was $ 331,824 as of June 30, 2022 and December 31, 2021.

As of June 30, 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 %

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

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 June 30,

2022 and December 31, 2021.

As of June 30, 2022, convertible note was in default.

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

for working capital purposes.

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

The notes are convertible into common

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

The notes also contain a 4.99 % limitation

of ownership on conversion.

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

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

The note has a 2 year term, bears interest

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

$ 0.05 per share.

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

The note has a 2 year

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

a conversion price of $ 0.03 per share and is redeemable at the principal amount plus accrued unpaid interest after one year, at the

Company’s option.

As of June 30, 2022 and December 31, 2021, $ 603,231 was drawn under these agreements.

As of June 30, 2022,

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

year ended December 31, 2019, the Company entered into several convertible notes agreements in the amount of $ 68,000 .

The Notes have a 2 year

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

a conversion price of $ 0.07 per share.

The outstanding principal balance was of $ 68,000 as of June 30, 2022 and December 31,

As of June 30, 2022, convertible notes were in default with an interest rate increased to 18 %.

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

The Note has a 6 month

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

a conversion price of $ 0.01 per share.

In connection with the Note, the Company issued 10,000,000 warrants with an exercise

price of $ 0.02 per share with a 5 year term.

The outstanding balance was of $ 50,000 as of June 30, 2022 and December

As of June 30, 2022, convertible note was in default with an interest rate increased to 18 %.

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 June 30, 2022 and December 31, 2021.

As of June 30, 2022, two convertible notes for the total amount $ 26,399 were in default with an interest rate increased to 18 %.

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

The notes have

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

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

The outstanding principal balance was $ 365,000 as of June 30, 2022

and December 31, 2021.

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

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.

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 outstanding principal balance was $ 150,000 as of June 30, 2022 and December 31, 2021.

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

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:

The outstanding principal balance was $ 100,000 as of June 30, 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 was convertible into shares of the Company’s common stock at $ 0.05 per

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

the year ended December 31, 2021, the Company fully repaid $ 94,600 in principal and recorded additional principal of $ 30,000 for

deferred compensation under the same terms, resulting in carrying value of $ 30,000 at December 31, 2021.

During the six months ended June

30, 2022, the Company recorded additional principal of $ 15,000 resulting in carrying value of $ 45,000 as of June 30, 2022.

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

The outstanding principal balance was $ 20,000 as of June 30, 2022 and December 31, 2021.

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 option.

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 June 30,

2022 and December 31, 2021.

six months ended June 30, 2022, the Company entered into several convertible note agreements in the aggregate amount of $ 590,000 .

$ 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.

Other 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 $ 590,000 as

of June 30, 2022.

maturities of debt remaining as of June 30, 2022 for each respective fiscal year end are as follows:

unamortized debt discount

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.

The following

table reconciles, for the six months ended June 30, 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

2 unchanged sentences

Balance of embedded derivatives at the end of the period

Note 6 – Capital Lease Obligations

The Company acquired capital assets under capital

lease obligations.

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

payment at the end of the lease as summarized below.

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

During the year ended December 31, 2018 the Company

entered into various capital lease agreements.

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.

6 – Capital Lease Obligations

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.

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 June 30, 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

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

May-June 2022

7 – Capital Stock

has authorization for “blank check” preferred stock, which could be issued with voting, liquidation, dividend and other rights

superior to common stock.

As of June 30, 2022 and December 31, 2021, there are 10,000,000 shares of preferred stock authorized,

and no shares issued or outstanding.

has authorized 600,000,000 shares of common stock, with 385,568,143 and 335,778,778 shares issued and outstanding

at June 30, 2022 and December 31, 2021, respectively.

six months ended June 30, 2022, the Company issued 49,789,365 shares of its common stock, in conversion of $ 189,200 of

convertible notes and accrued interest.

six months ended June 30, 2021, the Company issued 135,606,238 shares of its common stock, in conversion of $ 510,444 of convertible notes

and accrued interest.

8 – Stock Options and Warrants

30, 2022 the Company had the following warrant securities outstanding:

2017 Warrants – financing

June - December 2022

July - December 2022

2018 Warrants – financing

8 unchanged sentences

February 2025

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:

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 six months ended June 30, 2022 and 2021, the Company recorded

$ 525 and $ 3,148 , respectively, in warrant expense related to vesting of these warrants.

of all warrants activity for the six months ended June 30, 2022 is as follows:

Balance outstanding at December 31, 2021

( 8,471,428 )

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.

Balance outstanding at June 30, 2022

Exercisable at June 30, 2022

Incentive Plan

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

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

the Plan of 5,000,000 shares.

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

to be made available for issuance under the Plan.

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

the Plan is 15,000,000 shares.

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

contractors of the Company and its related companies.

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

or nonqualified stock options.

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

Such awards include options, warrants and stock grants.

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:

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.

of all stock option activity for the six months ended June 30, 2022 is as follows:

Number of Options

3 unchanged sentences

Cancelled or expired

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

Balance outstanding at June 30, 2022

Exercisable at June 30, 2022

10 – Subsequent Events

has evaluated events occurring subsequent to June 30, 2022 through the date these financial statements were issued and determined the

following significant events require disclosure:

On July 21, 2022, the Board of

Directors for the Company (the “Board”) received the Resignation of Mr.

Andrew Boutsikakis from his positions as Chief Executive

Officer and Director for the Company.

There are no disputes or disagreements between Mr.

Boutsikakis and the Company.

to the Resignation of Mr.

Boutsikakis, on July 26, 2022, the Board unanimously approved and appointed Mr.

Sebastian Lux to the position

of Interim Chief Executive Officer.

On the same date, the Board unanimously voted to increase the number of Directors on the Board to

five (5), and subsequently approved and appointed Dr.

Adam Lipson as a Director and Mr.

David Graber as a Director for the Company.

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