What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2023-04-21 compared with 2022-03-31 · 119 added, 18 removed, 49 unchanged (74% of the section changed)

ITEM 5 - MARKET FOR REGISTRANT’S COMMON

EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The Company’s common stock has been quoted

on a tier of the OTC Markets Group, currently on the OTC Pink and previously on the OTCQB, where it is quoted under the symbol “BOXS”.

Market For Registrant’s

Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity Securities.

There is no established public trading market

for our Common Stock.

Our Common Stock is currently quoted on the OTC Pink under the trading symbol “BOXS”.

For the periods

indicated, the following table sets forth the high and low bid prices per share of Common Stock based on inter-dealer prices, without

retail mark-up, mark-down or commission and may not represent actual transactions.

Fiscal Year 2022

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

Fiscal Year 2021

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

The last reported sales price of BoxScore’s

common stock on the OTC Pink on March 29, 2022 was $0.01.

common stock on the OTC Pink on April 19, 2023 was $0.0055.

Penny Stock Rules

The Securities and Exchange Commission has also

adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks.

Penny stocks are generally equity

securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the

NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange

A purchaser is purchasing penny stock which limits

the ability to sell the stock.

Our shares constitute penny stock under the Securities and Exchange Act.

The shares will remain penny stocks

for the foreseeable future.

The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary

market, which makes it more difficult for a purchaser to liquidate his/her investment.

Any broker-dealer engaged by the purchaser for

the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act.

than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.

The penny stock rules require a broker-dealer,

prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document, which:

● contains a description of the nature and level of risk in the market for penny stock in both public offerings

and secondary trading;

● contains a brief, clear, narrative description of a dealer market, including “bid” and “ask”

price for the penny stock and the significance of the spread between the bid and ask price;

● contains a toll-free telephone number for inquiries on disciplinary actions;

● defines significant terms in the disclosure document or in the conduct of trading penny stocks;

● contains such other information and is in such form (including language, type, size and format) as the

SEC shall require by rule or regulation.

The broker-dealer also must provide, prior to

effecting any transaction in a penny stock, to the customer:

● the bid and offer quotations for the penny stock;

● the compensation of the broker-dealer and its salesperson

in the transaction;

● the number of shares to which such bid and ask prices apply, or other comparable information relating

to the depth and liquidity of the market for such stock;

● monthly account statements showing the market value of each penny stock held in the customer’s account.

In addition, the penny stock rules require that

prior to a transaction in a penny stock not otherwise exempt from those rules;

the broker-dealer must make a special written determination

that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt

of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability

These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because

it will be subject to these penny stock rules.

Therefore, stockholders may have difficulty selling their securities.

We are subject to certain filing requirements

and will furnish annual financial reports to our stockholders, audited by our independent registered public accounting firm, and will

furnish un-audited quarterly financial reports in our quarterly reports filed electronically with the SEC.

All reports and information

filed by us can be found at the SEC website, www.sec.gov.

Issued and Outstanding Shares

The Company’s certificate of incorporation authorizes

600,000,000 shares of common stock, par value $0.001, and 10,000,000 shares of preferred stock, par value $0.001.

As of March 29, 2022,

the Company had 385,568,143 shares of common stock, and no shares of preferred stock, issued and outstanding.

As of March 29, 2022, the Company had approximately

The Company’s certificate of incorporation

authorizes 4,500,000,000 shares of common stock, par value $0.001;

and, 10,000,000 shares of preferred stock, par value $0.001.

April 19, 2023, the Company had 3,319,240,740 shares of common stock, and 50,000 shares of Series A Preferred Stock, issued and outstanding.

As of April 19, 2023, the Company had approximately

725 record holders of its common stock.

9 unchanged sentences

Stock Transfer Agent and Warrant Agent

The Company’s stock transfer agent is Equiniti., 3200 Cherry Creek Drive South, Suite 430, Denver, Colorado 80209.

BoxScore acts as its own warrant agent for its

outstanding warrants.

The Company’s stock transfer agent is Equiniti,

1110 Centre Pointe Curve Suit 101, Mendota Heights, Minnesota, 55120.

BoxScore acts as its own warrant agent for its outstanding warrants,

and maintains all records for its preferred shares.

Recent Issuances of Unregistered Securities

The following information represents securities

sold by the Company during the period covered by this Annual Report, and the subsequent period, which were not registered under the Securities

Included are sales of reacquired securities, as well as new i ssues, securities

issued in exchange for property, services, or other securities, and new securities resulting from the modification of outstanding securities.

All issuances were exempt under Section 4(a)(2) of the Securities Act unless otherwise noted.

January 4, 2022, a noteholder converted convertible debt into 15,211,579 shares of Common

January 6, 2022, a noteholder converted convertible debt into 12,631,579 shares of Common

● On February 4, 2022, a noteholder converted

convertible debt into 11,295,526 shares of Common Stock.

● On February 10, 2022, a noteholder converted

convertible debt into 10,650,681 shares of Common Stock.

● On August 23, 2022, the Company issued fifty

thousand (50,000) shares of its Series A Preferred Convertible Stock in exchange for $50,000 of net proceeds from Adam Lipson, who is

one of our Directors.

On November 21, 2022, in consideration of the payment of $25,000, the Company issued 6,578,947 shares of its Common Stock upon the exercise of a Warrant.

On December 2, 2022, in consideration of the payment of $35,000, the Company issued 9,210,526 shares of its Common Stock upon the exercise of a Warrant.

On December 14, 2022, in consideration of the payment of $25,000, the Company issued 6,578,947 shares of its common stock upon the exercise of a Warrant.

On December 29, 2022, in consideration of the payment of $45,000, the Company issued 11,842,103 shares of its Common Stock upon the exercise of a Warrant.

December 14, 2022, the Company converted a total of $8,987,027 held by noteholders under

99 convertible promissory notes into a total of 2,818,277,866 shares of Common Stock as follows:

2,043,125,140 shares

were issued to six holders under settlement agreements with each of the noteholders.

655,868,191 shares were issued to 20

holders under the forced conversion provision under each of the respective convertible promissory notes.

119,284,531 shares

were issued to six holders as voluntary conversions by each holder under each of the respective convertible promissory notes.

● On December 26, 2022, the Company issued 7,500,000

shares to MZHCI in exchange for services rendered.

On January 5, 2023, in consideration of the payment of $14,000, the Company issued 3,684,211 shares of its Common Stock upon the exercise of a Warrant.

On January 31, 2023, in consideration of the payment of $70,000, the Company issued 18,421,053 shares of its Common Stock upon the exercise of a Warrant.

On February 28, 2023, the Company issued 2,688,478 shares of its Common Stock upon the cashless exercise of a Warrant.

On March 27, 2023, in consideration of the payment of $35,000, the Company issued 9,210,526 shares of its Common Stock upon the exercise of a Warrant.

● On April 5, 2023, the Company closed transactions

with four (4) investors under which the Company issued identified convertible promissory notes with an aggregate principal amount of One

Million Five Hundred Thousand Dollars ($1,500,000).

The Company received net proceeds of $1,447,500.

On April 8, 2023, the Company issued 3,203,661 shares of its Common Stock upon the cashless exercise of a Warrant.

Shares Repurchased by the Registrant

The Company did not purchase or repurchase any of its securities in

the years ended December 31, 2021 and 2020.

Securities Authorized for Issuance under Equity Compensation Plans

The Company did not purchase or repurchase any

of its securities in the years ended December 31, 2022 and 2021.

Securities Authorized for Issuance under Equity

Compensation Plans

On July 22, 2011, the Board of Directors of the

32 unchanged sentences

Equity compensation plans approved by securities holders (1)

to the 2011 Equity Incentive Plan, as amended.

ITEM 6 - [RESERVED].

Pursuant to the 2011 Equity Incentive Plan, as amended.

Not applicable.

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-K

Item 5. Market for Registrant’s Common Equity