What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-04-21 compared with 2022-03-31 · 484 added, 282 removed, 69 unchanged (92% of the section changed)

ITEM 9A - CONTROLS AND PROCEDURES

Management’s Annual Report on Internal

Control over Financial Reporting

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting.

Internal control over financial reporting is a process designed by,

or under the supervision of, the chief executive officer and our chief financial officer and effected by our board of directors, management

and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally accepted accounting principles.

The Company maintains disclosure controls and

procedures that are designed to ensure that information required to be disclosed in its Exchange Act reports is recorded, processed, summarized

and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated

to the Company’s management, including the Company’s chief executive officer also acting as chief financial officer, as appropriate,

to allow timely decisions regarding required disclosure.

Management recognizes that any controls and procedures, no matter how well designed

and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating

the cost-benefit relationship of possible controls and procedures.

Our evaluation of internal control over financial reporting includes

using the 2013 COSO framework, an integrated framework for the evaluation of internal controls issued by the Committee of Sponsoring Organizations

of the Treadway Commission, to identify the risks and control objectives related to the evaluation of our control environment.

Our chief executive officer,

after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in the Securities

Exchange Act of 1934 (Exchange Act) Rules 13a-15(e) or 15d-15(e)) as of the end of the period covered by this annual report, has concluded

that our disclosure controls and procedures were not effective and that material weaknesses exist in our internal control over financial

reporting based on the evaluation of these controls and procedures as required by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15.

A material weakness is a deficiency, or a combination

of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement

of our annual or interim financial statements will not be prevented or detected on a timely basis.

Management has identified the following

material weakness as of December 31, 2021:

insufficient personnel resources within the accounting function to segregate the duties over

financial transaction processing and reporting.

Because of this material weakness, management concluded that the Company’s internal

control over financial reporting was not effective as of December 31, 2021.

To remediate our internal control weakness, management

intends to implement the following measures:

Add sufficient accounting personnel or outside consultants to properly segregate duties and to effect a timely, accurate preparation of the financial statements.

Upon the hiring of additional accounting personnel or outside consultants, develop and maintain adequate written accounting policies and procedures.

To address the material

weaknesses, we performed additional analyses and other post-closing procedures and retained the services of a consultant to ensure that

our consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of

America (U.S.

Notwithstanding these material weaknesses, management believes that the financial statements included in this Annual

Report on Form 10-K fairly present, in all material respects, our financial condition, result of operations and cash flows for the periods

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Sebastian Lux (“ Lux ”), who

serves as our Co-Chief Executive Officer, Chief Financial Officer, and Principal Financial Officer, evaluated the effectiveness of our

disclosure controls and procedures as of December 31, 2022.

The term “disclosure controls and procedures,” as defined in Rule

13a-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required

to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported,

within the time periods specified in the SEC’s rules and forms.

Management recognizes that any controls and procedures, no matter

how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies

its judgment in evaluating the cost benefit relationship of possible controls and procedures.

Based on its evaluation, management concluded

as of December 31, 2022 that our disclosure controls and procedures were not effective because of material weaknesses in our internal

control over financial reporting, described below in Management’s Report on Internal Control Over Financial Reporting.

Notwithstanding

the identified material weaknesses, management believes the consolidated financial statements included in this Annual Report on Form 10-K

fairly represent in all material respects our financial condition, results of operations and cash flows at and for the periods presented

in accordance with U.S.

Management’s Report on Internal Control

Over Financial Reporting

Lux, as our Principal Executive Officer and Principal

Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting as such term is

defined in Rule 13a-15(f) under the Exchange Act.

An evaluation was performed of the effectiveness of the Company’s internal control

over financial reporting.

The evaluation was based on the framework in 2013 Internal Control — Integrated Framework issued by the

Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Because of its inherent limitations, internal

control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future

periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance

with the policies or procedures may deteriorate.

Based on our evaluation under the criteria set

forth in 2013 Internal Control — Integrated Framework, our management concluded that, as of December 31, 2022 our internal control

over financial reporting was not effective because of the identification of material weaknesses described as follows:

● We did not have controls designed to validate

the completeness and accuracy of underlying data used in the determination of accounting transactions.

Accordingly, we believe we have

a material weakness because there is a reasonable possibility that a material misstatement to the interim or annual consolidated financial

statements would not be prevented or detected on a timely basis.

● We do not have written documentation of our internal

control policies and procedures.

Written documentation of key internal controls over financial reporting is a requirement of Section 404

of the Sarbanes-Oxley Act which is applicable to us.

Management evaluated the impact of our failure to have written documentation of our

internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency

that resulted represented a material weakness.

● We do not have sufficient segregation of duties

within accounting functions, which is a basic internal control.

Due to our size and nature, segregation of all conflicting duties may

not always be possible and may not be economically feasible.

However, to the extent possible, the initiation of transactions, the custody

of assets and the recording of transactions should be performed by separate individuals.

Management evaluated the impact of our failure

to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency

that resulted represented a material weakness.

● We have an inadequate number of personnel with

requisite expertise in the key functional areas of finance and accounting.

● We do not have a functioning audit committee,

resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.

Remediation Plan for Material Weaknesses in

Internal Control over Financial Reporting

Management of the Company is committed to improving

its internal controls and will (i) continue to use third party specialists to address shortfalls in staffing and to assist the Company

with accounting and finance responsibilities;

(ii) increase the frequency of independent reconciliations of significant accounts which

will mitigate the lack of segregation of duties until there are sufficient personnel;

(iii) seek to add a full-time Chief Financial Officer

to replace Mr.

Lux when the Company has adequate financial resources;

and, (iv) is currently considering appointing audit committee members

in the future.

Management has discussed the material weaknesses

noted above with our independent registered public accounting firm.

Due to the nature of these material weaknesses, it is reasonably possible

that misstatements which could be material to the annual or interim consolidated financial statements could occur that would not be prevented

or detected during our financial close and reporting process.

This Annual Report does not include an attestation

report of the Company’s registered public accounting firm regarding internal control over financial reporting.

report was not subject to attestation requirements by the Company’s registered public accounting firm pursuant to temporary rules

of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

Changes in Internal Control Over Financial Reporting

There was no change in the Company’s internal

control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the quarter ended December 31, 2021 that

has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

The design of any system of control is based upon

certain assumptions about the likelihood of future events.

There can be no assurance that any design will succeed in achieving its stated

objectives under all future events, no matter how remote, or that the degree of compliance with the policies or procedures may not deteriorate.

Because of its inherent limitations, disclosure controls and procedures may not prevent or detect all misstatements.

Accordingly, even

effective disclosure controls and procedures can provide only reasonable assurance of achieving their control objectives.

the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required

to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Also, projections of any

evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that the degree of compliance with policies and procedures may deteriorate.

ITEM 9B - OTHER INFORMATION

ITEM 9C - DISCLOSURE REGARDING FOREIGN

JURISDICTIONS THAT PREVENT INSPECTIONS.

ITEM 10 - DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

report of our registered public accounting firm regarding internal control over financial reporting.

Management’s report was not

subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide

only management’s report in this annual report.

Changes in Internal Controls Over Financial

There were no changes in our internal control

over financial reporting that occurred during our last fiscal year that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

Other Information.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.

Directors, Executive Officers and Corporate Governance

and Executive Officers

Director/Officer Since

Andrew Boutsikakis

Chief Executive Officer, President and Director

February 2017

John Edward (Jay) Hentschel

Sebastian Lux

Patrick White

1 unchanged sentence

December 2018

Patrick Avery

Chief Operating Officer

The principal occupations for at least the past five years of each

of our directors and executive officers are as follows:

Andrew Boutsikakis was appointed to

be Chief Executive Officer, President and member of the Board of Directors of the company on February 2, 2020.

Boutsikakis has over 15 years of sales experience in financial services, communications, and business development.

formed AB Consulting Group (“AB Consulting”) to focus his efforts in the emerging medical marijuana industry in Nevada and

AB Consulting provided corporate consulting services primarily in sales, licensing, and mergers & acquisition to the

legal cannabis industry.

Previously, Andrew was the sales director at Markets Media and director of business development at Cohere Communication.

John Edward (Jay) Hentschel was the

Executive Vice President of Dean and Deluca, Inc.

where he has worked from October 2016 to January 2018.

From May 1991 until September

Hentschel was a Partner with Accenture, a NYSE-listed global professional services company where he served as managing director

of the Retail Industry practice advising large retailers.

Currently Mr.

Hentschel is not employed.

Hentschel also volunteers on the

Retail Advisory Committee for the New York City Investment Fund, has authored numerous articles, and holds an MBA with distinction from

Columbia University’s Graduate School of Business.

Patrick White has been CEO and President

of VerifyMe, Inc.

Andrew Suckling

Justin Vorwerk

principal occupations for at least the past five years of each of our directors and executive officers are as follows:

David Graber has served as an officer and

director of the Company at various times since 2017.

In July, 2022, Mr.

Graber was reappointed to the Board, and in March, 2023, Mr.

was designated as the Company’s Co-CEO and Chairman of the Board.

Graber is the managing principal of Cobrador Capital Advisors,

LLC, an investment management firm focused on the consumer sector.

Prior to Cobrador Capital Advisors, LLC, Mr.

Graber was managing director,

investment banking at New Century Capital Partners (2011-2014) and National Securities Corporation (2009-2010).

From 2006-2008, he was

CEO and Director of OKC Corporation, a manufacturer and retailer in the home improvement industry.

From 1994-2005 Mr.

Graber was a senior

vice president and director in the equities division of Donaldson, Lufkin & Jenrette and subsequently, Credit Suisse First Boston

(CSFB) in New York and Los Angeles.

Graber holds dual Masters of Business Administration (MBA) from Columbia University Graduate School

of Business in New York City and London Business School in the UK.

He also holds a BA Psychology from Tulane University in New Orleans,

Sebastian Lux was appointed to serve as

the Company’s CEO and interim CFO in July, 2022 (becoming the Co-CEO in March, 2023), and was appointed to the Company’s Board

of Directors in March, 2023.

Lux has over 25 years’ experience working with multinational companies.

Immediately prior to joining

the Company, Mr.

Lux served as co-founder of Blue Duck Data, a cloud-based analytical solutions provider for end-to-end supply chain analysis.

Previously, Mr.

Lux served from 2015 through 2020 as co-founder and director of supply chain logistics for Genuine Origin, a division

of Volcafe & ED&F Man.

He is a multilingual professional experienced in strategic planning for international operations, data

analytics, financial modeling, logistics, purchasing, product development, supplier partnership management, process improvements, negotiations,

e-business, and franchise development.

Lux has experience in entrepreneurial ventures wherein he developed international supply chains

for the distribution of coffee, food, and non-food goods, as well as created multiple U.S.

market entry programs and brand development

projects for new and existing companies.

Lux earned an MBA in Entrepreneurship from Babson’s F.W.

Olin Graduate School of Business,

an MSAS in E-Commerce from Boston University, and a BA in Economics from Roanoke College.

Patrick White has served on the

Company’s Board of Directors since 2009.

He has held the position of CEO and president of VerifyMe, Inc.

since August 2017.

Mr.White was Chief Executive Officer and a member of the Board of Directors of Document Security

Systems, Inc.

(“DSS”) from August 2002 to December 2012, serving as its Chairman of the Board of Directors from August 2002

until January 2008.

White then served as a Business Consultant to DSS from 2012 to 2015.

White was chief executive officer and a member of the board of directors of Document Security Systems, Inc.

from August 2002 to December 2012, serving as its chairman of the board of directors from August 2002 until January 2008.

then served as a business consultant to DSS from 2012 to 2015.

DSS is an NYSE American listed company.

White received his Bachelor’s of Science (Accounting) and Masters of Business Administration degrees from Rochester Institute of

We believe Mr.

White is qualified to serve on our board of directors based on his extensive corporate management experience,

including serving as the chief executive officer of a publicly-held company, and his experience with the organizational challenges involved

with becoming and operating as a publicly-held company.

Jared Levinthal has served as

a Director of the Company since December 2018.

Levinthal is a Partner with Lightfoot Franklin & White, PLLC in Houston, Texas.

White received his

Bachelors of Science (Accounting) and Masters of Business Administration degrees from Rochester Institute of Technology.

White is qualified to serve on our board of directors based on his extensive corporate management experience, including serving

as the chief executive officer of a publicly-held company, and his experience with the organizational challenges involved with

becoming and operating as a publicly-held company.

Jared Levinthal has served as a Director

of the Company since December 2018.

Levinthal, an attorney, is a partner with Lightfoot Franklin & White, PLLC in Houston, Texas.

Levinthal is a graduate, with Honors, Order of the Coif, from the University of Texas School of Law.

1 unchanged sentence

Tulane University with a BA, and is a member of the Texas Bar.

Patrick Avery has

over 30 years of experience working in the industries of fertilizer, mining, specialty chemicals, petroleum, and construction/project

For the first 15 years of his career, Mr.

Avery worked for ARCO and Santa Fe Pacific Pipelines in refining and transportation.

In the fertilizer industry, he worked for 11 years with JR Simplot, one of the largest privately held food and agribusiness companies

in the USA, where he held senior positions across all key business units such as mining, manufacturing, supply chain, wholesale sales

and energy management, managing over 1500 employees, three mines(two phosphate and one silica), and five major manufacturing facilities,

and several warehouse/distribution locations, making dozens of products from chemical fertilizers, industrial products, and water treatment.

Avery was also President of Intrepid Potash (NYSE:IPI), where he led all aspects of mining, manufacturing, logistics and sales.

has led several junior fertilizer companies through all key phases of growth and is currently a Board Member at Fertoz an AUS phosphate

company with major assets in North America.

More recently, Mr.

Avery is the Principal and Owner of LDR Solution LLC, a consulting firm

for major mining, chemical, fertilizer, project management and private equity companies.

Term of Office

Directors are elected to hold office until the

next annual meeting of stockholders and until their successors are elected and qualified.

Annual meetings of the stockholders, for the

selection of directors to succeed those whose terms expire, are held at such time each year as designated by the Board of Directors.

of the Company are elected by the Board of Directors, which is required to consider that subject at its first meeting after every annual

meeting of shareholders.

Each officer holds office until his successor is elected and qualified or until his earlier resignation or removal.

Justin Vorwerk has served as a Director

of the Company since August, 2022.

Vorwerk had a long and distinguished career in finance and capital markets, holding positions as

a managing director in investment banking with Goldman Sachs, The Royal Bank of Scotland, Deutsche Bank Securities, as well as Donaldson,

Lufkin & Jenrette, and Credit Suisse, where he co-headed the financial sponsors group.

Vorwerk also served as head of investment

banking and capital markets at CRT Capital Group, where he structured debt and equity products and advised on mergers and acquisitions.

Vorwerk holds an MBA from The University of Pennsylvania (Wharton) and attended Princeton University, where he earned a degree in

Economics (AB).

Andrew Suckling has served as a Director

of the Company since August, 2022.

Suckling has over 25 years’ experience in the commodity industry and is currently the non-executive

chairman of Cadence Minerals (AIM:

KDNC);, the non-executive director of Macarthur Minerals (TSX-V:

and, a board member

of the privately held company IronMan Ltd.

Suckling started his professional career in 1994 as a trader on the London Metal Exchange,

and subsequently became a founding partner, research analyst, and trader with the multibillion fund management group, Ospraie.

is a graduate of Brasenose College, Oxford University, earning a BA (Hons) in Modern History in 1993 and an MA in Modern History in 2000.

Adam Lipson was appointed to our Board

of Directors in July, 2022.

Dr, Lipson is a world renowned neurosurgeon, currently serving as managing partner of IGEA Brain, Spine &

Orthopedics in New York City and New Jersey, a private practice generating $30-40 million annual revenue with 75 employees.

a decade of experience as a private investor in over 20 biotechnology and biomedical device companies.

He has co-founded several other

companies, including IGEA Ventures and STRYDD.

He is passionate about finding technologies that facilitate advances in energy transition,

biomedical devices, and cancer therapeutics.

Lipson is a graduate of Dartmouth College 1995 with a B.A.

in Chemistry and History and

Harvard Medical School M.D.

Cum Laude and Honors Society in Neuroscience 2000, and was a Fulbright Fellow at Karolinska Institute in

Stockholm, Sweden in 1999.

are elected to hold office until the next annual meeting of stockholders and until their successors are elected and qualified.

meetings of the stockholders, for the selection of directors to succeed those whose terms expire, are held at such time each year as

designated by the Board of Directors.

Officers of the Company are elected by the Board of Directors, which is required to consider that

subject at its first meeting after every annual meeting of shareholders.

Each officer holds office until his successor is elected and

qualified or until his earlier resignation or removal.

Committees of the Board of Directors

1 unchanged sentence

We consider a majority of our Board members (consisting of Messrs.

Hentschel, Levinthal and White) to be independent directors

under NYSE American rules.

Corporate Governance

We do not have an audit committee, compensation

committee or nominating committee.

As we grow and evolve as an SEC registrant, our corporate governance structure is expected to be enhanced.

ITEM 11 - EXECUTIVE COMPENSATION

The following table discloses compensation

received by our Chief Executive Officer and President, and Pat Avery, our Chief Operating Officer, also

referred to herein as our “named executive officer,” for the years ended December 31, 2021 and 2020.

The following table sets forth information regarding

all cash and non-cash compensation earned by or paid to the executive officer of the Company who served during the fiscal years ended

December 31, 2021 and 2020 for services in all capacities to the Company.

Name and Principal Position

Warrant Awards

All Other Compensation

Levinthal, White, Suckling, and Vorwerk) to be independent

directors under NYSE American rules.

do not have an audit committee, compensation committee or nominating committee.

As we grow and evolve as an SEC registrant, our corporate

governance structure is expected to be enhanced.

Executive Compensation

The following table discloses compensation received by our Co-Chief

Executive Officers, David Graber and Sebastian Lux, for the years ended December 31, 2022 and 2021.

The following table also sets forth

information regarding all cash and non-cash compensation earned by or paid to the executive officers of the Company who served during

the fiscal years ended December 31, 2022 and 2021 for services in all capacities to the Company.

and Principal Position

Andrew Boutsikakis (1)

Chief Executive Officer

Executive Officer

Pat Avery (2)

Chief Operating Officer

Boutsikakis was appointed CEO effective February 1, 2020 and was granted a monthly salary of $12,500.

During the year ended December 31, 2020, he earned $137,500 under this arrangement, of which $48,400 was paid during the year and remaining balance was earned but unpaid.

Avery was appointed COO effective July 1, 2021 and was granted a monthly salary of $7,000.

During the year ended December 31, 2021, he earned $42,000 under this arrangement, of which $35,000 was paid during the year and remaining balance was earned but unpaid.

Sebastian Lux

Boutsikakis was appointed CEO effective February 1, 2020 and was

granted a monthly salary of $12,500.

During the year ended December 31, 2020, he earned $137,500 under this arrangement, of which $48,400

was paid during the year and remaining balance was earned but unpaid.

Boutsikakis resigned from all positions on July 21, 2022.

Avery was appointed COO effective July

1, 2021 and was granted a monthly salary of $7,000.

During the year ended December 31, 2021, he earned $42,000 under this arrangement,

of which $35,000 was paid during the year and remaining balance was earned but unpaid.

Avery resigned his position with the Company

on 09 November 2022.

Amount paid to Mr.

Boutsikakis pursuant to the

Settlement Agreement executed with the Company.

Company and Mr.

Boutsikakis entered into an employment agreement, effective February 1, 2020, for a period of two years.

Boutsikakis in his capacity as Chief Executive Officer was granted a monthly salary of

$12,500, of which $7,500 payable in cash and $5,000 payable in a convertible note .

Boutsikakis also

received a five-year warrant to purchase 3,000,000 shares of common stock at $0.05 per share.

The warrant has a two-year, quarterly

vesting schedule.

Directors Compensation

The Company’s non-employee directors do

not currently receive cash compensation for their services as directors although they are provided reimbursement for out-of-pocket expenses

incurred in attending Board meetings.

Equity Incentive Plan

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

Company approved the Company’s 2011 Equity Incentive Plan (the “Plan”) and on July 26, 2011, stockholders holding a

majority of shares of the Company approved, by written consent, the Plan.

The Plan provides for the grant of options intended to qualify

as “incentive stock options” and “non-statutory stock options” within the meaning of Section 422 of the Internal

Revenue Code of 1986, together with the grant of bonus stock and stock appreciation rights, at the discretion of our Board of Directors.

Boutsikakis in

his capacity as Chief Executive Officer was granted a monthly salary of $12,500, of which $7,500 payable in cash and $5,000 payable

in a convertible note.

Boutsikakis also received a five-year warrant to purchase 3,000,000 shares of common stock at $0.05

The warrant has a two-year, quarterly vesting schedule.

Boutsikakis resigned from all positions effective July 21, 2022.

On or around September 25, 2022, the Company and Boutsikakis entered into a Settlement Agreement and Mutual Release, under which, among

other things, the Company agreed to pay Mr.

Boutsikakis a total of $63,000 in monthly installments over approximately 6-months.

Company’s non-employee directors do not currently receive cash compensation for their services as directors although they are provided

reimbursement for out-of-pocket expenses incurred in attending Board meetings.

Incentive Plan

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

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

The Plan provides

for the grant of options intended to qualify as “incentive stock options” and “non-statutory stock options” within

the meaning of Section 422 of the Internal Revenue Code of 1986, together with the grant of bonus stock and stock appreciation rights,

at the discretion of our Board of Directors.

Incentive stock options are issuable only to our eligible officers, directors and key employees.

Non-statutory stock options are issuable

only to our non-employee directors and consultants.

Upon stockholder approval of the Plan, a total of 5,000,000 shares of common stock

or appreciation rights may be issued under the Plan.

The Plan will be administered by our full Board of Directors.

Under the Plan, the

Board will determine which individuals shall receive options, grants or stock appreciation rights, the time period during which the rights

may be exercised, the number of shares of common stock that may be purchased under the rights and the option price.

As of December 31,

2021, the Company had no options outstanding under the Plan to employees, directors and outside consultants.

On November 22, 2017, stockholders of the Company

holding a majority of the outstanding shares of the Company’s common stock approved, by written consent, an increase in the number

of shares reserved under the Plan by 10,000,000 shares.

After this increase of 10,000,000 shares, the total number of shares of common

stock reserved under the Plan totals 15,000,000 shares.

On November 16, 2017, the Company’s Board of Directors approved the increase

of the 10,000,000 shares reserved under the Plan.

Limitation on Liability and Indemnification of Officers and Directors

Our Certificate of Incorporation provides that

liability of directors to us for monetary damages is eliminated to the full extent provided by Delaware law.

Under Delaware law, a director

is not personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director except for liability

(i) for any breach of the director’s duty of loyalty to us or our stockholders;

(ii) for acts or omissions not in good faith or

that involve intentional misconduct or a knowing violation of law;

(iii) for authorizing the unlawful payment of a dividend or other distribution

on our capital stock or the unlawful purchases of our capital stock;

(iv) a violation of Delaware law with respect to conflicts of interest

by directors;

or (v) for any transaction from which the director derived any improper personal benefit.

The effect of this provision in our Certificate

of Incorporation is to eliminate our rights and our stockholders’ rights (through stockholders’ derivative suits) to recover

monetary damages from a director for breach of the fiduciary duty of care as a director (including any breach resulting from negligent

or grossly negligent behavior) except in the situations described in clauses (i) through (v) above.

This provision does not limit or eliminate

our rights or the rights of our security holders to seek non-monetary relief, such as an injunction or rescission, in the event of a breach

of a director’s duty of care or any liability for violation of the federal securities laws.

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

As of March 29, 2022, there were 385,568,143 shares

of common stock outstanding.

Non-statutory stock options are issuable only to our non-employee directors and consultants.

Upon stockholder approval of the Plan, a

total of 5,000,000 shares of common stock or appreciation rights may be issued under the Plan.

The Plan will be administered by our full

Board of Directors.

Under the Plan, the Board will determine which individuals shall receive options, grants or stock appreciation rights,

the time period during which the rights may be exercised, the number of shares of common stock that may be purchased under the rights

and the option price.

As of December 31, 2021, the Company had no options outstanding under the Plan to employees, directors and outside

November 22, 2017, stockholders of the Company holding a majority of the outstanding shares of the Company’s common stock approved,

by written consent, an increase in the number of shares reserved under the Plan by 10,000,000 shares.

After this increase of 10,000,000

shares, the total number of shares of common stock reserved under the Plan totals 15,000,000 shares.

On November 16, 2017, the Company’s

Board of Directors approved the increase of the 10,000,000 shares reserved under the Plan.

on Liability and Indemnification of Officers and Directors

The Company’s Certificate of Incorporation

provides that no director will be liable to the Company or its stockholders for monetary damages for breach of fiduciary duty acting in

his/her capacity as a director, except for liability (i) for any breach of the duty of loyalty to the Company or its stockholders;

for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

(iii) under Section 174

of the Delaware General Corporation Law (the “ DGCL ”);

or, (iv) for any transaction from which the director derived

an improper personal benefit.

If the DGCL is amended to authorize corporate action further limiting or eliminating the personal liability

of a director, then the liability of a director to the Company shall be limited or eliminated to the fullest extent permitted by the DGCL,

as so amended from time-to-time.

The Company’s Certificate of Incorporation

and Bylaws provide that the Company will indemnify any director, officer, employee, fiduciary, or agent of the Company (each a “ Covered

Person ”) who was or is made or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal,

administrative or investigative (a “ Proceeding ”), other than a Proceeding by or in the right of the Company, by reason

of the fact that such person is or was a Covered Person, or, while a Covered Person, or is or was serving at the request of the Company

as a Covered Person of another corporation, partnership, joint venture, trust or other enterprise, against all liability and loss suffered

and expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with such Proceeding if such

person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and, with

respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

The termination of any Proceeding

by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption

that such person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests

of the Company and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct

was unlawful.

The Company shall also have the power to indemnify its Covered Persons as set forth in the DGCL or other applicable law.

The Company’s Certificate of Incorporation

and Bylaws also provide that the Company will indemnify any person who was or is made a party or is threatened to be made a party to any

Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that such person is or was a Covered

Person of the Company or is or was serving at the request of the Company as a Covered Person of another corporation, partnership, joint

venture, trust or other enterprise, against all liability and loss suffered and expenses (including attorneys’ fees) actually and

reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith

and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company and except that no indemnification

shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company unless

and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall

determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is

fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court

shall deem proper.

Notwithstanding the foregoing, the Company shall be required to indemnify a person in connection with a Proceeding

(or part thereof) commenced by such person only if the commencement of such Proceeding (or part thereof) by such person was authorized

in the specific case by the Board.

The Company’s Bylaws further provide that,

to the extent that a Covered Person has been successful on the merits or otherwise in defense of any Proceeding referred to above, or

in defense of any claim, issue or matter therein, the Company shall indemnify such person against expenses (including attorneys’

fees) actually and reasonably incurred by such person in connection therewith.

Expenses actually and reasonably incurred by a

Covered Person in defending a civil or criminal Proceeding may be paid by the Company in advance of the final disposition of such Proceeding

upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person

is not entitled to be indemnified by the Company.

Such expenses may be so paid upon such terms and conditions, if any, as the Board deems

The Company may purchase and maintain insurance

on behalf of any person who is or was a Covered Person, or is or was serving at the request of the Company as a Covered Person of another

corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by

such person in any such capacity, or arising out of his status as such, whether or not the Company would have the power to indemnify such

person against such liability under the provisions of the Company’s Bylaws.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

As of April 19, 2023, there were 3,319,240,740

shares of common stock outstanding.

The following table sets forth certain information regarding the beneficial ownership of the outstanding

common shares as of March 29, 2022 by (i) each person who owns beneficially more than 5% of our outstanding common stock;

common shares as of April 19, 2023 by (i) each person who owns beneficially more than 5% of our outstanding common stock;

our executive officers and directors;

4 unchanged sentences

such person has sole investment and voting power with respect to such shares, subject to community property laws where applicable.

address of our executive officers and directors is in care of us at 3275 S.

Jones Blvd, Suite 104, Las Vegas, NV 89146

SECURITY OWNERSHIP OF MANAGEMENT

Name of Beneficial Owner

Number of Shares Beneficially

Andrew Boutsikakis (1)

address of our executive officers and directors is in care of us at 500 West Putnam Avenue, Suite 400, Greenwich, CT, 6830.

The following table sets forth, as of April 19,

2023, certain information with regard to the record and beneficial ownership of the Company’s common stock by (i) each person known

to the Company to be the record or beneficial owner of more than 5% of the Company’s common stock;

(ii) each director of the Company;

(iii) each of the named executive officers;

and, (iv) all executive officers and directors of the Company as a group:

Number of Shares

Percentage of

Name & Address (1)

Beneficially Owned (2)

Outstanding Shares (3)

Executive Officers & Directors

1,199,474,737 (4)

Sebastian Lux

Patrick White

John Edward (Jay) Hentschel

Jared Levinthal

All directors and named executive officers as a group (4 individuals)

Includes 3,000,000 shares issuable upon exercise of warrants.

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

Director Independence

Andrew Suckling

Justin Vorwerk

452,224,475 (5)

All Current Executive Officers And Directors As A Group (7 Persons)

1,685,789,239

5% Shareholders

1,199,474,737 (4)

452,224,475 (5)

473,346,344 (6)

* Represents less than 1% ownership.

(1) The mailing address for each officer and director is c/o American Battery Materials, Inc., 500 West Putnam

Ave., Suite 400, Greenwich, CT, 06830.

(2) Beneficial ownership is determined in accordance with the rules of

the SEC and generally includes voting or investment power with respect to securities.

Beneficial ownership also includes shares of stock

subject to options and warrants currently exercisable or exercisable within 60-days of the date of this table.

In determining the percent

of common stock owned by a person or entity as of the date of this Annual Report (a) the numerator is the number of shares of the class

beneficially owned by such person or entity, including shares which may be acquired within 60 days on exercise of warrants or options

and conversion of convertible securities;

and, (b) the denominator is the sum of (i) the total shares of common stock outstanding as of

the date of this Annual Report, which is 3,319,240,740 shares, and (ii) the total number of shares that the beneficial owner may acquire

upon exercise of the derivative securities.

Unless otherwise stated, each beneficial owner has sole power to vote and dispose of its shares.

Does not include 10,000,000 shares of common stock which would be issued to Dr.

Adam Lipson upon conversion of his Series A Preferred

(3) 3,319,240,740 shares as of 18 April 2023.

(4) Includes shares owned by Cobrador Multi-Strategy Partners, LP, of which Mr.

Graber is the managing partner.

(5) Does not include 10,000,000 shares of common stock which would be issued to Dr.

Adam Lipson upon conversion

of his Series A Preferred Stock.

Also does not include the voting control (60% voting control) afforded Dr.

Lipson through his ownership

of the Series A shares, of which he owns 50,000 shares.

(6) Includes shares owned by (i) Automated Retail Leasing Partners, LP, of

Kane is the managing partner;

and, (ii) AJS Properties LLC, of which Ms.

Kane is the manager.

Changes in Control

The issuance of 50,000 shares of Series A Preferred

Adam Lipson on August 23, 2022 was a change in control as it afforded Dr.

Lipson the voting power of 60% of all shares of

common stock issued and outstanding, giving Dr, Lipson voting control over all matters submitted to a vote of the common stockholders.

We are not aware of any other arrangements that may result in “changes in control” as that term is defined by the provisions

of Item 403 of Regulation S.

Certain Relationships and Related Transactions, and Director Independence.

Through his ownership of Series A Preferred Shares,

Adam Lipson has voting control over all matters to be submitted to a vote of our shareholders.

Given our small size and limited financial resources,

we have not adopted formal policies and procedures for the review, approval, or ratification of transactions with our executive officers,

directors, and significant stockholders.

While we satisfy the requirements of the DGCL for such related party transactions, we intend

to establish additional formal policies and procedures in the future so that such transactions will be subject to the review, approval,

or ratification of our Board of Directors, or an appropriate committee thereof.

As our common stock is currently quoted on the

3 unchanged sentences

a majority of our Board members (consisting of Messrs.

Hentschel, White and Levinthal) to be independent directors under NYSE American

stock exchange rules.

ITEM 14 – PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit fees consist of fees for professional services

rendered for audit and review services of the Company’s consolidated financial statements included in the Company’s annual

financial statements and review of financial statements included on Form 10-Q, and for services that are normally provided by the auditor

in connection with statutory and regulatory filings or engagements.

The aggregate fees billed or to be billed for professional services

rendered by our principal accountant, Pinnacle Accountancy Group of Utah (a dba of the registered firm Heaton & Company, PLLC) (“Pinnacle”)

for audit and review services for the year ended December 31, 2021 and 2020 were $27,000 and $25,000, respectively.

For the years ended

December 31, 2021 and 2020, the Company was not required to have an audit of its internal controls over financial reporting.

White, Levinthal, Vorwerk, and Suckling) to be independent directors in accordance

with the NASDAQ Listing Rule 5605(a)(2).

Principal Accounting Fees and Services.

The following table provides information regarding

the professional audit services and other services rendered to us by Pinnacle Accountancy Group of Utah (a dba of the registered firm

Heaton & Company, PLLC ) (“ Pinnacle ”) for our fiscal years ended December 31, 2022 and 2021.

All fees described

below were approved by Board:

Audit Fees (1)

Audit-Related Fees (2)

The aggregate fees billed

for other audit related services by our principal accountant, Pinnacle, pertaining to registration statements for the years ended December

31, 2021 and 2020 were approximately $0.

The aggregate fees billed for professional services

rendered by our principal accountant, Pinnacle, for preparation of tax returns during the years ended December 31, 2021 and 2020 were

All Other Fees (4)

The aggregate other fees billed for professional

services rendered by our principal accountant, Pinnacle, during the years ended December 31, 2021 and 2020 were $0.

Fees” consist of fees billed for professional services rendered in connection with the audit of our annual financial statements,

review of our quarterly financial statements, and services that are normally provided by Pinnacle in connection with statutory and regulatory

filings or engagements.

(2) “Audit-Related

Fees” consist of fees billed for professional services for assurance and related services that are reasonably related to the performance

of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.”

Fees” consist of fees billed for professional services rendered by Pinnacle for tax compliance, tax advice, and tax planning.

Other Fees” consist of fees billed for products and services other than the services reported in Audit Fees, Audit-Related Fees,

and Tax Fee s.

Audit-Related Fees

During 2022 and 2021, there were no fees paid

to Pinnacle in connection with our compliance with Section 404 of the Sarbanes-Oxley Act of 2002.

No other fees were billed by Pinnacle

for the last two years that were reasonably related to the performance of the audit or review of our financial statements and not reported

under “Audit Fees” above.

There were no fees billed by Pinnacle during the

last two fiscal years for professional services rendered for tax compliance, tax advice, or tax planning.

Accordingly, none of such services

were approved pursuant to pre-approval procedures or permitted waivers thereof.

There were no other non-audit-related fees billed

to us by Pinnacle in 2022 or 2021.

Pre-Approval Policies and Procedures

Engagement of accounting services by us is not

made pursuant to any pre-approval policies and procedures.

Rather, we believe that our accounting firm is independent because all of its

engagements by us are approved by our Board of Directors prior to any such engagement.

We do not have an Audit Committee.

Directors pre-approves all auditing services and permissible non-audit services provided to us by our independent registered public accounting

All fees listed above were pre-approved in accordance with this policy.

ITEM 15 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Certificate of Incorporation, dated March 26, 2007 (incorporated by reference to the Company’s Registration Statement on Form 02S-1 filed on April 9, 2010).

Certificate of Amendment of Certificate of Incorporation, dated October 4, 2010 (incorporated by reference to the Company’s Current Report on Form 8-K filed on October 7, 2010).

Certificate of Amendment of the Certificate Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K filed on March 1, 2018).

By-laws, as amended (incorporated by reference to the Company’s Registration Statement on Form S-1 filed on April 9, 2010).

Form of Senior Convertible Note issued to Cobrador Multi-Strategy Partners, LP (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on November 19, 2013).

Form of Warrant to Purchase Common Stock issued to Cobrador Multi-Strategy Partners, LP (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on November 19, 2013).

Form of Vending Machine Equipment Lease with Automated Retail Leasing Partners (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on November 19, 2013).

All fees listed

above were pre-approved in accordance with this policy.

Exhibits and Financial Statement Schedules.

(a) Documents filed as part of this Annual Report :

(1) The Company’s consolidated financial statements and related notes thereto are listed and included

in this Annual Report (Item 8).

(2) Financial statement schedules have been omitted either because they are not applicable, not required,

or the information required to be set forth therein is included in the financial statements or notes thereto.

(3) Report of Independent Registered Public Accounting Firm.

(4) Notes to Financial Statements.

(b) Exhibits :

The exhibits listed in the following

Exhibit Index are filed as part of this Annual Report:

Exhibit Number

Certificate of Incorporation, dated March 26, 2007 (incorporated by reference to the Company’s Registration

Statement on Form S-1 filed on April 9, 2010).

Bylaws, as amended (incorporated by reference to the Company’s Registration Statement on Form S-1

filed on April 9, 2010).

Certificate of Amendment of Certificate of Incorporation, dated October 4, 2010 (incorporated by reference

to the Company’s Current Report on Form 8-K filed on October 7, 2010).

Certificate of Amendment of the Certificate Incorporation (incorporated by reference to the Company’s

Current Report on Form 8-K filed on March 1, 2018).

Certificate of Designation for Series A Preferred Shares (incorporated by reference to the Company’s

Current Report on Form 8-K filed on August 23, 2022).

Certificate of Amendment of the Certificate Incorporation (incorporated by reference to the Company’s

Current Report on Form 8-K filed on October 26, 2022).

Description of Securities

Form of Senior Convertible Note issued to Cobrador Multi-Strategy Partners, LP (incorporated by reference

to the Company’s Quarterly Report on Form 10-Q filed on November 19, 2013).

Form of Warrant to Purchase Common Stock issued to Cobrador Multi-Strategy Partners, LP (incorporated

by reference to the Company’s Quarterly Report on Form 10-Q filed on November 19, 2013).

Form of Vending Machine Equipment Lease with Automated Retail Leasing Partners (incorporated by reference

to the Company’s Quarterly Report on Form 10-Q filed on November 19, 2013).

Form of Warrant between Automated Retail Leasing Partners, LP and Internet Media Services, Inc.

(incorporated by reference to the Company’s Annual Report on Form 10-K filed on April 15, 2014).

Promissory Note, dated May 30, 2014, issued to Automated Retail Leasing Partners, LP (incorporated by reference to the Company’s Registration Statement on Form S-1/A filed on October 1, 2014).

(incorporated

by reference to the Company’s Annual Report on Form 10-K filed on April 15, 2014).

Promissory Note, dated May 30, 2014, issued to Automated Retail Leasing Partners, LP (incorporated by

reference to the Company’s Registration Statement on Form S-1/A filed on October 1, 2014).

Equipment Lease Agreement, dated October 21, 2014, between BoxScore Brands, Inc.

18 unchanged sentences

Master Distribution Agreement, dated as of January 26, 2017, between the Company and UVend Group of Companies (incorporated by reference to the Company’s Current Report on Form 8-K filed on February 6, 2017).

Subsidiaries of the Registrant (filed herewith).

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rule 13a-14(a) and15d-14(a) (filed herewith).

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C.

1350 (furnished herewith).

Inline XBRL Instance Document.

Subsidiaries of the Registrant.*

Certification of the Co-Chief Executive Officer pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

Certification of Interim Chief Financial Officer pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

Certification of the Co-Chief Executive Officer and pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

Certification of the Interim Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

Interactive Data files pursuant to Rule 405 of Regulation S-T.*

Inline XBRL Taxonomy Extension Schema Document.

3 unchanged sentences

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not deemed filed for purposes of Section 18 of the Exchange Act.

ITEM 16 - FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 or

15(d) of the Exchange Act of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf

by the undersigned, thereunto duly authorized.

Cover Page Interactive Data File (embedded within the Inline XBRL document).

Filed herewith.

Furnished herewith.

Indicates management contract or compensatory plan.

Form 10-K Summary.

The Company has elected not to provide a summary.

Pursuant to the requirements of Section 13 or 15(d) of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BOXSCORE BRANDS, INC.

March 31, 2022

/s/ Andrew Boutsikakis

Andrew Boutsikakis

Chief Executive Officer and President

April 20, 2023

/s/ Sebastian Lux

Co-Chief Executive Officer

Pursuant to the requirements of the Securities

1 unchanged sentence

on the dates indicated:

March 31, 2022

/s/ Andrew Boutsikakis

Andrew Boutsikakis

Chief Executive Officer, Chief Financial Officer,

President and Director

(Principal Executive Officer,

Principal Financial and Accounting Officer)

March 31, 2022

/s/ John Edward (Jay) Hentschel

John Edward (Jay) Hentschel

March 31, 2022

/s/ David Graber

Co-Chief Executive Officer and Chairman

April 20, 2023

/s/ Sebastian Lux

Co-Chief Executive Officer (Principal Executive Officer);

April 20, 2023

Interim Chief Financial Officer (Principal Financial and

Accounting Officer);

/s/ Patrick White

Patrick White

March 31, 2022

April 20, 2023

/s/ Jared Levinthal

Jared Levinthal

April 20, 2023

/s/ Andrew Suckling

April 20, 2023

/s/ Justin Vorwerk

April 20, 2023

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 9A. Controls and Procedures