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Item 7. Management’s Discussion and Analysis

2023-04-21 compared with 2022-03-31 · 74 added, 110 removed, 57 unchanged (76% of the section changed)

ITEM 7 - MANAGEMENT’S DISCUSSION

AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

FORWARD-LOOKING STATEMENTS

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Our limited operating history with our business model;

The low cash balance and limited financing currently available to us.

We may in the near future have a number of obligations that we will be unable to meet without generating additional income or raising additional capital;

● The low cash balance and limited financing currently available

We may in the near future have a number of obligations that we will be unable to meet without generating additional income or

raising additional capital;

Further cost reductions or curtailment in future operations due to our low cash balance and negative cash flow;

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The failure of our products and services to achieve market acceptance;

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

● The inability to compete in our market, especially against

established industry competitors with greater market presence and financial resources.

The following discussion and analysis provides

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

This Management’s Discussion and Analysis is

a supplement to our financial statements, including notes, referenced elsewhere in this Annual Report, and is provided to enhance your

understanding of our operations and financial condition.

Due to rounding, some parts of this discussion may not sum or calculate precisely

to the totals and percentages provided in the tables.

BoxScore Brands, Inc.

(formerly U-Vend Inc.) (the

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

throughout North America.

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

and retiring certain corporate debt and obligations.

The Company focused on implementing a new operational direction.

After a thorough

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

energy technologies.

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

By capitalizing on market trends

and current sustainable energy government mandates and environmental, social, and corporate governance (ESG) initiatives, we aim to bring a vertically-integrated solution to market.

(the “ Company ”)

is a US based renewable energy company focused on the extraction, refinement and distribution of technical minerals in an environmentally

responsible manner.

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, and focusing 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 San Juan County, Utah for the purchase price of $100,000.

The acquisition decision was

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

viable project.

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

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.

We have not yet commenced any mining operations, and we are an Exploration

Stage Company, as defined in Regulation S-K, Subpart 1300 (“ Regulation S-K 1300 ”).

An independent third-party technical

report indicated that further investment and development in the claims was warranted, although no determination has been made whether

we have any reserves of minerals.

Similarly, no determined has been made whether mineralization could be economically and legally produced

or extracted.

We have no reserves as defined by Regulation S-K 1300.

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

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.

Results of Operations

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the Company had no revenue.

General and Administrative Expenses

Operating Expenses

General and administrative expenses for the year

ended December 31, 2022 were $1,135,088, an increase of $741,712 or 189%, compared to $393,376 for the year ended December 31, 2021.

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

Gain on Fair Value of Derivative Liabilities

During the year ended December 31, 2021, the Company

recorded a gain on the change in fair value of derivative liabilities of $2,871,910, as compared to a loss of $3,069,702 during the year

ended December 31, 2020.

Gain on Settlement of Liabilities

During the year ended December 31, 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, resulting in total gain on settlement of liabilities of $62,095.

During the year ended

December 31, 2020, the Company recorded a gain on settlement of liabilities of $11,000.

Loss on Sale of Asset

During the year ended December 31, 2020, the Company

recorded loss on sale of assets of $12,074.

No such losses were noted during the year ended December 31, 2021.

Loss on Asset Write-off

increase in operating expenses was mainly due to an 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

Change in Fair Value of Derivative Liabilities

During the year ended December 31, 2022, the Company

recorded asset impairment charges of $17,500.

No such impairments were noted during the year ended December 31, 2020.

Amortization of Debt Discount and Deferred

Financing Costs

Amortization of debt discount and deferred financing

costs for the year ended December 31, 2021 were $0, compared to $4,432 for the year ended December 31, 2020 due to the discounts being

fully amortized prior to December 31, 2020.

recorded a gain on the change in fair value of derivative liabilities of $211,345, as compared to a gain on the change in fair value of

derivative liabilities of $2,871,910 during the year ended December 31, 2021.

Interest Expense

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2022 was $595,124, as compared to $760,663 during the year ended December 31, 2021.

As a result of the foregoing, the net income for

the year ended December 31, 2021 was $1,762,466 as compared to a net loss of $3,932,313 incurred during the year ended December 31, 2020.

As a result of the foregoing, the net loss for

the year ended December 31, 2022 was $1,486,848 as compared to the net income of $1,762,466 during the year ended December 31, 2021.

Liquidity and Capital Resources

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have been prepared on a going concern basis.

The Company had net income of $1,762,466 during the year ended December 31, 2021, has accumulated

The Company had net loss of $1,486,848 during the year ended December 31, 2022, has accumulated

losses totaling $17,854,837, and has a working capital deficit of $1,400,412 at December 31, 2022.

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During the year ended December 31, 2022, the Company

used $392,445 of cash in operating activities as a result of the Company’s net income of $1,762,466, offset by share-based compensation

of $6,296, change in fair market value of derivative liability of $2,871,910, gain on settlement of liabilities of $62,095, write-off

of assets of $17,500, and net changes in operating assets and liabilities of $755,298.

used $910,709 of cash in operating activities as a result of the Company’s net loss of $1,486,848, offset by share-based compensation

of $62,080, net changes in operating assets and liabilities of $757,423, and increased by gain on change in fair market value of derivative

liability of $211,345 and gain on settlement of debt of $32,019.

During the year ended December 31, 2021, the Company

used $40,394 of cash in operating activities primarily as a result of the Company’s net loss of $3,932,313, offset by change in

fair value of derivative liabilities of $3,069,702, loss on sale of asset of $12,074, share-based compensation of $5,772, $4,432 in amortization

and accretion of debt discount, gain on settlement of liabilities of $11,000, and net changes in operating assets and liabilities of $810,939.

used $392,445 of cash in operating activities as a result of the Company’s net income of $1,762,466, increased by share-based compensation

of $6,296, write-off of assets of $17,500, and net changes in operating assets and liabilities of $755,297, and offset by change in fair

market value of derivative liability of $2,871,910 and gain on settlement of liabilities of $62,095.

Investing Activities

During the year ended December 31, 2022, the Company

purchased $100,000 in mineral claims.

During the year ended December 31, 2020, investing

activities provided $18,000 in cash in proceeds from sale of property and equipment.

had no investing activities.

During the year ended December 31, 2021,

the Company purchased $100,000 in mineral claims.

Financing Activities

During the year ended December 31, 2022, financing

activities provided $945,000, resulting from $590,000 in proceeds from convertible notes, $250,000 in proceeds from promissory notes,

$130,000 in proceeds from the exercise of warrants, and $50,000 in proceeds from issuance of preferred stock, offset by $75,000 in repayments

of convertible notes.

During the year ended December 31, 2021, financing

activities provided $477,150, resulting from $885,000 in proceeds from convertible notes, offset by $82,000 in repayments of capital lease

obligations, $300,850 in repayments of convertible notes, and $25,000 in repayments of promissory notes.

During the year ended December 31, 2020, financing

activities provided $45,980, resulting from $76,500 in proceeds from convertible notes, $15,000 repayments of promissory notes and $15,520

in repayments of capital lease obligations.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet

arrangements.

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

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 December 31, 2021 describe the significant accounting policies and methods used in the preparation of the consolidated

financial statements.

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

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

Fair Value of Financial

For certain of the Company’s

financial instruments, including cash and equivalents, restricted cash, 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 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).

Level 3 instruments include derivative warrant instruments.

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.

ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET

Quantitative and Qualitative Disclosures About Market Risk.

Not required by smaller 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-K

Item 7. Management’s Discussion and Analysis