What changed in this filing

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Item 1. Financial Statements

2022-11-21 compared with 2022-08-17 · 330 added, 235 removed, 604 unchanged (48% of the section changed)

3 unchanged sentences

Balance Sheets

September 30,

Current assets

Prepaid expenses and other assets

Other current assets

Total current assets

8 unchanged sentences

Promissory notes payable

Convertible notes payable, current

Convertible notes payable

Current capital lease obligation

1 unchanged sentence

Noncurrent liabilities:

Convertible notes payable, non-current

Convertible notes payable

Derivative liabilities

2 unchanged sentences

Stockholders’ deficit

Common stock, $ .001 par value, 600,000,000 shares authorized, 385,568,143 and 335,778,778 shares issued and outstanding, respectively

Preferred stock, $ 0.0001 par value, 10,000,000 shares authorized, 50,000 and 0 shares issued and outstanding, respectively

Common stock, $ 0.001 par value, 4,500,000,000 shares authorized, 385,568,143

and 335,778,778 shares issued and outstanding, respectively

Additional paid in capital

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Statements of Operations

Three Months Ended

Six Months Ended

September 30,

Operating Expenses

2 unchanged sentences

Operating loss

Other Income (Expenses)

Gain on change in fair value of derivative liabilities

Other Expenses (Income)

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

Gain on settlement of liabilities

Interest expense

Total other income (expenses)

Total other expenses (income)

Income (loss) from operations before income taxes

( 1,535,605 )

( 1,148,588 )

Provision for income taxes

2 unchanged sentences

$ ( 1,535,605 )

$ ( 1,148,588 )

Net loss per share – basic

7 unchanged sentences

of Changes in Stockholders’ Deficit

Three and Six Months

Ended June 30, 2022 and 2021

Additional Paid in

Three and Nine months

Ended September 30, 2022 and 2021

Preferred stock

Stockholders’

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Fair value of warrants

Balance as of June 30, 2021

Balance as of September 30, 2021

$ ( 18,099,751 )

3 unchanged sentences

$ ( 9,042,671 )

Preferred stock issued for cash

Shares issued for note conversion

Fair value of warrants

Balance as of June 30, 2022

( 1,148,588 )

Balance as of March 31, 2021

Balance as of September 30,2022

$ ( 17,516,577 )

$ ( 9,940,979 )

Balance as of June 30, 2021

$ ( 16,564,146 )

$ ( 9,693,485 )

Shares issued for note conversion

Fair value of warrants

Balance as of June 30, 2021

( 1,535,605 )

Balance as of March 31, 2022

Balance as of September 30, 2021

$ ( 18,099,751 )

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$ ( 9,494,666 )

Preferred stock issued for cash

Fair value of warrants

Balance as of September 30,2022

$ ( 17,516,577 )

$ ( 9,940,979 )

The accompanying notes

3 unchanged sentences

Statements of Cash Flows

Six Months Ended

September 30,

Cash Flows from Operating Activities

4 unchanged sentences

Gain on settlement of liabilities

Gain on change in fair value of derivative liabilities

( 2,113,589 )

Gain on change in fair value of debt and warrant liabilities

Changes in operating assets and liabilities:

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Proceeds from convertible notes

Proceeds from promissory notes

Proceeds from issuance of preferred stock

Repayments of capital lease obligations

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Interest paid

Income taxes paid

Supplemental disclosures of non-cash items:

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Accrued interest on convertible notes converted to common stock

Promissory notes converted to convertible notes

Accrued interest on promissory notes converted to convertible notes

The accompanying notes

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Consolidated Financial Statements

For the Six Months

Ended June 30, 2022 and 2021

For the Nine Months

Ended September 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.

and distribution of technical minerals in an environmentally responsible manner.

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

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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.

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

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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.

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

opportunities.

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

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.

On August 17, 2022, the

Board of Directors unanimously voted to increase the number of Directors on the Board to seven (7).

On the same date, the Board subsequently

approved and appointed Mr.

Justin Vorwerk as a Director, and Mr.

Andrew Suckling as a Director for the Company.

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

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 nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December

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

The accompanying

consolidated financial statements include the accounts of BoxScore Brands, Inc.

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No impairment or capitalizable costs related

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

to the mineral claims were noted during the nine months ended September 30, 2022.

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

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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

September 30, 2022 and December 31, 2021, there were approximately 243 million and 162 million shares

potentially issuable under convertible debt agreements, options, warrants and preferred stock that could dilute

basic earnings per share if converted that were included in the calculation of diluted earnings per share for the nine months ended

September 30, 2021.

These if-converted shares were excluded from the other periods presented because their inclusion would have been

anti-dilutive to the Company’s losses during those periods.

Nine Months Ended

September 30,

Net income (loss)

Gain on change in fair value of derivatives

( 2,113,589 )

(Gain) loss on change in fair value of derivatives

Interest on convertible debt

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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:

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

Fair Value Measurement at

June 30, 2022

Derivative liabilities

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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.

During the nine months ended September 30, 2021

creditors forgave aggregate amount of $ 19,959 associated with accrued expenses and $ 26,062 related to notes payable.

In addition, the

Company recorded a gain on capital lease settlement of $ 16,074 as detailed in Note 6, resulting in total gain on settlement of liabilities

of $ 62,095 .

No gains or losses resulting from liability settlement were recognized during the nine

months ended September 30, 2022.

revenue under ASC 606, “Revenue from Contracts with Customers,” the core principle of which is that an entity should recognize

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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.

recognized $ 0 revenue during the nine months ended September 30, 2022 and 2021.

Accounting Pronouncements

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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

The Company had net loss of $ 1,148,588 during the

nine months ended September 30, 2022, has accumulated losses totaling $ 17,516,577 , and has a working capital deficit of $ 9,570,979 at

September 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 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

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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

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

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

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 September 30, 2022, was $ 50,000 .

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.

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

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 the nine months ended September 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 September 30, 2022.

During December

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due to the down round provision in the note agreement.

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

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

December 31, 2021.

As of September

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

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The total principal outstanding on this promissory note was $ 6,235 as

of June 30, 2022 and December 31, 2021.

of September 30, 2022 and December 31, 2021.

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

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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 .

As of September 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 .

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

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

As of December

31, 2021, the balance outstanding on these notes was $ 80,000 .

During the nine months ended September 30, 2022, total principal and accrued

interest in the amount of $ 50,000 of principal and $ 27,972 of interest were converted into $ 95,088.25 convertible

note resulting in carrying value of $ 30,000 as of September 30, 2022.

2017, the Company issued promissory notes in the aggregate principal balance of $ 28,000 to Cobrador.

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and have a two-year term.

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

As of September 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 .

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The balance outstanding

on this note as of June 30, 2022 and December 31, 2021, was $ 80,000 .

on this note as of September 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 .

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

As of June 30, 2022 and December

As of September 30, 2022 and December

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

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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

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

nine months ended September 30, 2022, total principal and accrued interest in the amount of $ 120,000 of principal and $ 29,400 of

interest were converted into 161,261.17 convertible note resulting in carrying value of $ 15,000 as of September 30,

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

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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 .

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

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

As of September

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

nine months ended September 30, 2022, the Company entered into 3 promissory note agreements in the aggregate amount of $ 200,000 .

have a 1 year term, bear interest of 7 % if paid in cash.

The outstanding principal balance was $ 200,000 as of September

Notes Payable

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

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

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

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

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

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

of common stock resulting in carrying value of $96,000 as of September 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

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price of $ 0.07 per share.

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

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

As of September

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

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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

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 September 30, 2022 and December 31,

Stock Purchase Agreement

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

As of September

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.

As of September 30, 2022, these notes were in default with

an interest rate increased to 18 %.

the year ended December 31, 2016, the Company issued four convertible notes in favor Cobrador (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.

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

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 % 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.

September 30, 2022 and December 31, 2021, the Cobrador 2016 Notes had a carrying value of $ 95,000 .

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

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

of $ 0.05 per share.

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

stock with an exercise price of $ 0.07 per 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

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 nine months ended September 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 September 30, 2022.

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

increased to 18 %.

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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 %.

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

As of September 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)”

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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.

into 6,578,947 shares of common stock resulting in carrying value of $ 512,500 as of September 30, 2022 and December 31,

As of September 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

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

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.

As of September 30, 2022 and December 31, 2021,

the carrying value of the notes was $ 436,500 .

As of September 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

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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.

During the nine months ended September 30, 2022,

the Company repaid $ 75,000 in principal resulting in carrying value of $ 0 as of September 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

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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.

in carrying value of $ 0 as of September 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

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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 %.

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

As of September 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

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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 $ 331,824 as of June 30, 2022 and December 31, 2021.

As of June 30, 2022, convertible

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

As of September 30, 2022, convertible

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

2 unchanged sentences

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

The outstanding principal balance was $ 108,572 as of June 30,

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

30, 2022 and December 31, 2021.

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

As of September 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,

15 unchanged sentences

Company’s option.

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

As of June 30, 2022,

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

As of September

30, 2022, 2 convertible notes were in default with an interest rate increased to 18 %.

3 unchanged sentences

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 %.

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

As of September 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 .

4 unchanged sentences

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 %.

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

As of September 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 .

2 unchanged sentences

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

The outstanding principal balance was $ 73,118 as of September 30, 2022 and December 31,

As of September 30, 2022, two convertible notes for the total amount $ 26,399 were in default with an interest rate

increased to 18 %.

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

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

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

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

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

2022 and December 31, 2021.

2 unchanged sentences

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 $ 150,000 as of June 30, 2022 and December 31, 2021.

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

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

1 unchanged sentence

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 $ 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.

The outstanding principal balance was $ 100,000 as of September 30, 2022 and December 31, 2021.

March 1, 2021, the Company issued a convertible note for deferred compensation in the principal amount of $ 94,600 .

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.

During 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 nine months ended September 30, 2022, the Company

recorded additional principal of $ 16,667 and reclassified total principal of $ 46,667 to

accrued expenses resulting in carrying value of $ 0 as of September 30, 2022.

14, 2021, the Company issued a convertible note in the amount of $ 20,000 .

1 unchanged sentence

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.

The outstanding principal balance was $ 20,000 as of September 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

6 unchanged sentences

of the Company’s outstanding common stock upon conversion.

The outstanding principal balance was $ 250,000 as of June 30,

The outstanding principal balance was $ 250,000 as of September

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

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

The $ 50,000 note has a 2 year term, bears interest of 9.5 % if paid in cash, 15 % if paid in common stock, and is convertible

into shares of common stock at a conversion price of $ 0.03 per share.

2 unchanged sentences

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:

of September 30, 2022.

On September,

1, 2022, the Company converted 2 promissory notes into 2 convertible notes in the aggregate amount of $ 256,349 .

The notes have 4 month

term, bear interest of 7 % and 10 %, and are convertible into shares of common stock at a conversion price of $ 0.005 per share.

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

unamortized debt discount

The following

table reconciles, for the six months ended June 30, 2022 and 2021, the beginning and ending balances for financial instruments related

table reconciles, for the nine months ended September 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.

September 30,

Balance of embedded derivative at the beginning of the period

Change in fair value of conversion features

( 2,113,589 )

Balance of embedded derivatives at the end of the period

9 unchanged sentences

The following

schedule provides minimum future rental payments required as of June 30, 2022, under the current portion of capital leases.

schedule provides minimum future rental payments required as of September 30, 2022, under the current portion of capital leases.

Total minimum lease payments

4 unchanged sentences

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.

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

and 50,000 and 0 shares issued or outstanding, respectively.

12, 2022, the Company effected with the Delaware Secretary

of State a designation of 50,000 shares of Series A Super Voting Preferred Convertible Stock, having a par value of

$ 0.001 per share and a purchase price of $ 1.00 per share (the “Series A Preferred”).

A Preferred may vote on any action upon which holders of the Common Stock may vote, and they shall vote together as one class with voting

rights equal to sixty percent ( 60 %) of all of the issued and outstanding shares of Common Stock of the Company.

The Series A Preferred

shall automatically convert into shares of Common Stock upon the earlier of either a) the effectiveness of a Registration Statement under

the Securities Act of 1933, or b) Twelve (12) months from the issuance of the Series A Preferred Stock at a ratio equal to the purchase

prices per share of the Series A Preferred divided by $ 0.005 .

nine months ended September 30, 2022, the Company issued 50,000 shares of Series A Preferred Stock pursuant to a Stock Purchase Agreement

by and between the Company and Adam Lipson, a member of the Board of the Company, for the purchase price of $ 50,000 .

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.

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

the nine months ended September 30, 2022, the Company issued 49,789,365 shares of its

common stock, in conversion of $ 189,200 of convertible notes and accrued interest.

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

notes and accrued interest.

8 – Stock Options and Warrants

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

Exercise Price

2017 Warrants – financing

July - December 2022

October - 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 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:

2022 Exchange warrants

September 2025

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:

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

During the nine months ended September

30, 2022 and 2021, the Company recorded $ 525 and $ 4,722 , respectively, in warrant expense related to vesting of these warrants.

nine months ended September 30, 2022, the Company issued warrants exercisable into 71,169,473 shares of common stock.

value of warrants was estimated using the Black-Scholes-Merton option-pricing model with the following assumptions:

expected volatility

risk-free interest rate 3.96 %;

expected dividend yield of 0 %.

During the nine months ended September 30, 2022

and 2021, the Company recorded $ 10,555 and $ 0 , respectively, in warrant expense related to vesting of these warrants.

of all warrants activity for the nine months ended September 30, 2022 is as follows:

Balance outstanding at December 31, 2021

( 15,280,308 )

Balance outstanding at June 30, 2022

Exercisable at June 30, 2022

Balance outstanding at September 30, 2022

Exercisable at September 30, 2022

Incentive Plan

14 unchanged sentences

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

Weighted Average Exercise Price

Weighted Average Remaining Contractual Term

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

Weighted Average

Balance outstanding at December 31, 2021

Cancelled or expired

Balance outstanding at June 30, 2022

Exercisable at June 30, 2022

Balance outstanding at September 30, 2022

Exercisable at September 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.

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

the following significant events require disclosure:

On October 20, 2022 the Company, following receipt

of written approval from stockholders acting without a meeting and holding at least the minimum number of votes that would be necessary

to authorize or take such action at a meeting, filed an amendment to its Certificate of Incorporation to (i) change the name of the Company

to “AMERICAN BATTERY MATERIALS, INC.” (the “Name Change”);

and, (ii) increase the total number of authorized shares

of the Company’s common stock, par value $0.001 per share, from 600,000,000 to 4,500,000,000 (the “Authorized Share Increase”).

The Name Change will be effective upon confirmation by FINRA, at which time a new trading symbol will also be issued.

The Authorized Share

Increase was effective as of October 20, 2022.

On October 20, 2022, in addition to the Name Change

and the Authorized Share Increase, the holder of 63.86 % of the issued and outstanding shares of stock of the Company entitled to vote

took action by written consent and without a meeting, pursuant to Delaware General Corporate Law Section 228, and adopted and approved

the following actions:

Future amendment of the Company’s Certificate of Incorporation

to implement a decrease in the authorized shares of the Company’s Common Stock from 4,500,000,000 to a number of not less than

10,000,000 and not more than 2,000,000,000 (the “Authorized Share Reduction”), at any time prior to October 20, 2023 (the

“Anniversary Date”), with the Board having the discretion to determine whether or not the Authorized Share Reduction is to

be effected, and if effected, the exact number of the Authorized Share Reduction within the above range.

Future amendment of the Company’s Certificate of Incorporation

to implement a reverse stock split of the Company’s Common Stock by a ratio of not less than 1-for-10 and not more than 1-for-1,000,

(the “Reverse Split”), at any time prior to the Anniversary Date, with the Board having the discretion to determine whether

or not the Reverse Split is to be effected, and if effected, the exact ratio for the Reverse Split within the above range.

On November 09, 2022, the Board accepted the

voluntary resignation of Sebastian Lux as chief financial officer and principal financial officer, effective as of that date.

Lux will continue to serve as the Company’s chief executive officer, president, and principal executive officer.

dispute or disagreement with Mr.

Lux as his resignation was necessitated by the appointment of a new chief financial officer in

order to enable Mr.

Lux to better focus on leading the Company.

In connection with the resignation of Mr.

Lux, the Board appointed

Ross Saldarini to succeed Mr.

Lux as the Company’s chief financial officer and principal financial officer, effective November

In light of the timing of the resignation and appointment, Mr.

Lux will be the principal financial officer for purposes of

On November 9, 2022, the Board also appointed Scott Avanzino as the

Company’s chief operating officer, effective November 9, 2022.

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