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Item 2. Management’s Discussion and Analysis

2022-08-17 compared with 2022-05-16 · 171 added, 131 removed, 26 unchanged (92% of the section changed)

Management’s Discussion and Analysis

of Financial Condition and Results of Operations

Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Certain statements contained herein constitute

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

Certain statements contained

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

(the “1995 Reform Act”).

BoxScore Brands, Inc.

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

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

Except for the historical information contained herein, this report contains

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

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

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

These forward-looking statements are subject to various

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

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

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

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

desires to avail itself of certain “safe harbor” provisions of

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

Except for the historical information contained

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

“plan,” “expect,” “intend,” “believe,” “hope,” “strategy” and

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

These forward-looking statements

are subject to various risks, uncertainties and factors that could cause actual results to differ materially from the results anticipated

in the forward-looking statements, including, without limitation, those discussed under Part I, Item 1A “Risk Factors” in

the Annual Report on Form 10-K for the year ended December 31, 2021, and those described herein that could cause actual results to differ

materially from the results anticipated in the forward-looking statements, and the following:

limited operating history with our business model;

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

The following discussion and analysis provides

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

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

The following discussion

and analysis provides information that our management believes is relevant to an assessment and understanding of our results of operations

and financial condition, and should be read in conjunction with the consolidated financial statements and footnotes that appear elsewhere

in this report.

BoxScore Brands, Inc.

(formerly U-Vend Inc.) (the

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

throughout North America.

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

and retiring certain corporate debt and obligations.

The Company focused on implementing a new operational direction.

After a thorough

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

energy technologies.

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

mall/airport co-branded islands throughout North America.

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

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

The Company focused on implementing a new operational

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

relating to battery and new energy technologies.

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

By capitalizing on market trends

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

a vertically-integrated solution to market.

On November 5, 2021, the Company acquired the

rights to 102 Federal Mining Claims located in San Juan County, Utah for the purchase price of $100,000.

The acquisition decision was

driven by historical mineral data from seven (7) existing wells with brine aquifer access, supporting what we believe to be a commercially

viable project.

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

(ESG) initiatives, we aim to bring a vertically-integrated solution to market.

On November 5, 2021,

the Company acquired the rights to 102 Federal Mining Claims located in San Juan County, Utah for the purchase price of $100,000.

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

believe to be a commercially viable project.

The historical data show a substantial concentration of Lithium Brine in the targeted area.

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 Project.

Understanding Lisbon Valley brines, on and around owned leases.

Develop a well plan to re-enter, sample, and test the “Superior Well”, that has a historical lithium concentration of 730 ppm (parts per million).

Enter 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 formation.

As 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).

Test 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.

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

Valley of Utah also provides many added benefits:

Historically rich industrial and natural resource extraction area.

A developed infrastructure including high voltage electrical, proximity to major roadways and rail spurs.

State and local agency support through the Utah Division of Oil, Gas and Mining and the Trust Land Administration (SITLA)

Results of Operations

Three months Ended March 31, 2022 Compared

to Three months Ended March 31, 2021

For the three months ended March 31, 2022 and

2021, the Company had no revenue.

General and Administrative Expenses

Three Months Ended

June 30, 2022 Compared to Three Months Ended June 30, 2021

For the three months

ended June 30, 2022 and 2021, the Company had no revenue.

General and Administrative

General and administrative expenses for the three

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

months ended June 30, 2022 were $364,188, an increase of $264,036 or 264%, compared to $100,152 for the three months ended June 30, 2022.

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

Gain on Fair Value of Derivative Liabilities

During the three months ended March 31, 2022,

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

months ended March 31, 2021.

In the second quarter

of 2022, the Company activated consulting teams to pursue additional land acquisitions, and to begin the State and Federal permitting

process for project development work.

In addition, the Company initiated construction

strategies based on reports from RESPEC, the Company's engineering partner, for geological modeling and drill entry design and related

Gain on Fair Value

of Derivative Liabilities

During the three months ended June 30, 2021, the Company recorded a

gain on the change in fair value of derivative liabilities of $261,456.

There was no change in fair value of derivative liabilities during

the three months ended June 30, 2020, as the underlying convertible notes payable were converted into common stock and the derivative

eliminated during Q1 of 2022.

Interest Expense

Interest expense for the three months ended March

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

As a result of the foregoing, the net loss for

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

Liquidity and Capital Resources

The accompanying consolidated financial statements

have been prepared on a going concern basis.

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

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

These factors, among others, indicate

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

The consolidated financial statements do not include any adjustments that

might result from the outcome of these uncertainties.

The Company will need to raise additional financing

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

and satisfy its obligations on a timely basis.

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

lenders to extend the repayment dates of its indebtedness.

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

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

Interest expense for

the three months ended June 30, 2022 was $ 173,758, as compared to $209,070 during the three months ended June 30, 2021.

As a result of the foregoing,

the net loss for the three months ended June 30, 2022 was $537,946 as compared to $47,766 during the three months ended June 30, 2021.

Six months Ended June

30, 2022 Compared to Six months Ended June 30, 2021

For the six months ended

June 30, 2022 and 2021, the Company had no revenue.

General and Administrative

General and administrative expenses for the six months ended June 30,

2022 were $490,260, an increase of $316,613 or 182%, compared to $173,647 for the six months ended June 30, 2022.

The increase in general

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

In the second quarter of 2022, the Company

activated consulting teams to pursue additional land acquisitions, and to begin the State and Federal permitting process for project development

In addition, the Company

initiated construction strategies based on reports from RESPEC, the Company's engineering partner, for geological modeling and drill entry

design and related planning.

Gain on Fair Value

of Derivative Liabilities

During the six months ended June 30, 2022, the Company recorded a gain

on the change in fair value of derivative liabilities of $211,345, as compared to $2,113,589 during the six months ended June 30, 2021.

The underlying convertible note payable was converted into common stock during Q1 of 2022, resulting in $0 derivative liability at June

Interest Expense

Interest expense for

the six months ended June 30, 2022 was $ 362,805, as compared to $ 404,959 during the six months ended June 30, 2021.

As a result of the foregoing,

the net loss for the six months ended June 30, 2022 was $641,720 as compared to the net income of $1,566,309 during the six months ended

June 30, 2021.

Liquidity and Capital

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 30, 2022.

These factors,

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

The consolidated financial statements do not include

any adjustments that might result from the outcome of these uncertainties.

The Company will need

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

of its business plans and satisfy its obligations on a timely basis.

Should additional financing not be available, the Company will have

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

There can be no assurance that the Company will be able

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

Operating Activities

During the three months ended March 31, 2022,

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

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

During the three months ended March 31, 2021,

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

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

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

During the six months

ended June 30, 2022, the Company used $510,873 of cash in operating activities as a result of the Company’s net loss of $641,720,

offset by share-based compensation of $525, change in fair market value of derivative liability of $211,345, and net changes in operating

assets and liabilities of $341,667.

During the six months

ended June 30, 2021, the Company used $139,086 of cash in operating activities as a result of the Company’s net income of $1,566,309,

increased by share-based compensation of $3,148 and net changes in operating assets and liabilities of $436,372, and offset by change

in fair market value of derivative liability of $2,113,589 and gain on settlement of liabilities of $31,326.

Investing Activities

During the three months ended March 31, 2022 and

2021, the Company had no investing activities.

During the six months

ended June 30, 2022 and 2021, the Company had no investing activities.

Financing Activities

During the three months ended March 31, 2022,

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

convertible notes.

During the three months ended March 31, 2021,

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

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

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet

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

Although the Company’s operations are influenced

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

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

efficiency of its operations.

Critical Accounting Policies

The preparation of financial statements and related

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

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

The consolidated financial

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

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

Future events and

their effects cannot be predicted with certainty;

estimating therefore, requires the exercise of judgment.

Thus, accounting estimates

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

The following critical accounting

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

Fair Value of Financial Instruments

For certain of the Company’s financial instruments,

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

their fair values due to their short maturities.

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

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

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

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

fair value measures.

During the six months

ended June 30, 2022, financing activities provided $515,000, resulting from $590,000 in proceeds from convertible notes, offset by $75,000

in repayments of convertible notes.

During the six months

ended June 30, 2021, financing activities provided $115,500, resulting from $365,000 in proceeds from convertible notes, $57,000 in repayments

of capital lease obligations, $167,500 in repayments of convertible notes, and $25,000 in repayments of promissory notes.

Off-Balance Sheet

The Company does not

have any off-balance sheet arrangements that have, or are reasonably likely to have, an effect on its financial condition, financial statements,

revenues or expenses.

Although the Company’s

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

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

it improves the efficiency of its operations.

Critical Accounting

The preparation of financial

statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management

to make judgments, assumptions and estimates that affect the amounts reported in our consolidated financial statements and accompanying

The consolidated financial statements as of June 30, 2022 describe the significant accounting policies and methods used in the

preparation of the consolidated financial statements.

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

from those assumptions.

Future events and their effects cannot be predicted with certainty;

estimating therefore, requires the exercise

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

The following critical accounting policies are impacted significantly by judgments, assumptions and estimates used in the preparation

of our consolidated financial statements:

Fair Value of Financial

For certain of the Company’s

financial instruments, including cash and equivalents, accounts receivable, accounts payable, accrued liabilities and short-term debt,

the carrying amounts approximate their fair values due to their short maturities.

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

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

ASC Topic 825, “Financial Instruments,”

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

requirements for fair value measures.

The three levels of valuation hierarchy are defined as follows:

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

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

to provide pricing information on an ongoing basis

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

full term of the asset or liability.

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

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

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

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

observable from objective sources (i.e.

The Company considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis

Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability.

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

Substantially all of these inputs are observable in the marketplace throughout the term of the derivative instruments, can be derived from observable data, or supported by observable levels at which transactions are executed in the marketplace.

Measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable from objective sources (i.e.

supported by little or no market activity).

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

Derivative Financial Instruments

The Company evaluates its financial instruments

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

Certain warrants issued by

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

For derivative

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

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

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

Quantitative and Qualitative Disclosures

about Market Risk

Not required for smaller reporting companies.

Derivative Financial

The Company evaluates

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

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

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

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

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

and Qualitative Disclosures about Market Risk

Not required for smaller

reporting companies.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis