What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-05-15 compared with 2022-11-21 · 173 added, 186 removed, 10 unchanged (97% of the section changed)

Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Certain statements contained

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

(the “1995 Reform Act”).

BoxScore Brands, Inc.

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

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

Except for the historical information contained

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

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

Forward-Looking

statements contained herein constitute “forward-looking statements.” Except for the historical information contained herein,

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

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

3 unchanged sentences

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

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

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

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;

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

Our ability to effect a financing transaction to fund our operations which could adversely affect the value of our stock;

Our limited cash resources may not be sufficient to fund continuing losses from operations;

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 following discussion

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

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

in this report.

BoxScore Brands, Inc.

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

mall/airport co-branded islands throughout North America.

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

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

The Company focused on implementing a new operational

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

relating to battery and new energy technologies.

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

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

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

On November 5, 2021,

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

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.

The Company has been

executing the necessary steps to prove the tech reports findings and has retained RESPEC Company LLC as its Geotech, Engineering and Resource

Management partner to assist in the exploration of the Lisbon Valley brine extraction project.

Leveraging their expertise, the Company

will focus on several initiatives, some of which may include:

Advancement of geotech, engineering, geology and fieldwork to complete Technical Reports on the Lisbon Project.

Understanding Lisbon Valley brines, on and around owned leases.

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

Enter other prospective plugged and abandoned wells, taking brine samples and performing hydrological testing at each identified high potential zone to evaluate the properties of the clastic formation.

As information is advanced, prepare technical reports following the NI 43-101 Standards of Disclosure for Mineral Projects, initially a Preliminary Economic Assessment (PEA) and longer term, a Preliminary Feasibility Study (PFS).

Test the collected brines for lithium, but also for previously identified high value elements such as cobalt, manganese, magnesium, and suites of metals in the alkaline earth metals, transition metals, and halogens group.

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

The Lisbon Valley of

Utah also provides many added benefits:

Historically rich industrial and natural resource extraction area.

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

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

Results of Operations

Three Months Ended

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

For the three months

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

General and Administrative

General and administrative

expenses for the three months ended September 30, 2022 were $331,735, an increase of $248,483 or 298%, compared to $83,252 for the three

months ended September 30, 2021.

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

In the second quarter of 2022, the Company activated consulting teams to pursue additional land acquisitions, and to begin the State and

Federal permitting process for project development work.

In addition, the Company

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

design and related planning.

Change in Fair

Value of Derivative Liabilities

During the three months

ended September 30, 2022, the Company recorded no change in fair value of derivative liabilities.

During the three

months ended September 30, 2021, the Company recorded a loss on the change in fair value of derivative liabilities of $1,242,201.

Interest Expense

Interest expense for

the three months ended September 30, 2022 was $ 175,133, as compared to $240,921 during the three months ended September 30, 2021.

As a result of the foregoing,

the net loss for the three months ended September 30, 2022 was $506,868 as compared to $1,535,605 during the three months ended September

Nine months Ended

September 30, 2022 Compared to Nine months Ended September 30, 2021

For the nine months ended

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

General and Administrative

General and administrative

expenses for the nine months ended September 30, 2022 were $821,995, an increase of $565,096 or 220%, compared to $256,899 for the nine

months ended September 30, 2021.

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

the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Securities and Exchange Commission

on April 21, 2022, and those described herein that could cause actual results to differ materially from the results anticipated in the

forward-looking statements, and the following:

limited operating history with our business model;

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

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

ability to effect a financing transaction to fund our operations which could adversely affect

the value of our stock;

limited cash resources may not be sufficient to fund continuing losses from operations;

failure of our products and services to achieve market acceptance;

inability to compete in our market, especially against established industry competitors with

greater market presence and financial resources.

following discussion and analysis provides information that our management believes is relevant to an assessment and understanding of

our results of operations and financial condition, and should be read in conjunction with the consolidated financial statements and footnotes

that appear elsewhere in this report.

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.

Battery Materials, Inc.

(formerly BoxScore Brands, Inc.) (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.

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.

November 5, 2021, the Company acquired the rights to 102 Federal Mining Claims located in the Lisbon Valley of Utah for $100,000.

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

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.

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 was processed by FINRA and was effective on May

1, 2023, at which time the Company’s trading symbol was also changed to BLTH.

The Authorized Share Increase was effective as of

October 20, 2022.

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:

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.

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

of Operations

months ended March 31, 2023 Compared to Three months ended March 31, 2022

the three months ended March 31, 2023 and 2022, the Company had no revenue.

and administrative expenses for the three months ended March 31, 2023 were $446,476, an increase of $320,404 or 254%, compared to $126,072

for the three months ended March 31, 2022.

The increase in operating expenses was mainly due to an increase in professional fees.

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

Federal permitting process for project development work.

In addition, the Company initiated construction

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

Change in Fair

Value of Derivative Liabilities

During the nine months

ended September 30, 2022, the Company 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 $871,388 during the nine months ended September 30, 2021.

Interest Expense

Interest expense for

the nine months ended September 30, 2022 was $537,938, as compared to $645,880 during the nine months ended September 30, 2021.

As a result of the foregoing,

the net loss for the nine months ended September 30, 2022 was $1,148,588 as compared to the net income of $30,704 during the nine months

ended September 30, 2021.

Liquidity and Capital

The accompanying consolidated

financial statements have been prepared on a going concern basis.

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.

addition, the Company initiated construction strategies based on reports from RESPEC, the Company’s engineering partner, for geological

modeling and drill entry design and related planning.

in Fair Value of Derivative Liabilities

the three months ended March 31, 2022, the Company recorded a gain on the change in fair value of derivative liabilities of $211,345.

The underlying convertible notes were converted during the fourth quarter of 2022, resulting in no derivative liabilities during the

three months ended March 31, 2023.

on settlement of liabilities

the three months ended March 31, 2023, the Company recorded a gain on settlement of liabilities of $67,984, consisting of $7,008 in principal

and $60,976 in interest forgiven by creditors.

No such transactions were noted during the three months ended March 31, 2022.

expense for the three months ended March 31, 2023, was $10,154, as compared to $189,047 during the three months ended March 31, 2022

due to the aforementioned conversion of convertible notes payable during the fourth quarter of 2022.

a result of the foregoing, the net loss for the three months ended March 31, 2023, was $388,646 as compared to the net loss of $103,774

during the three months ended March 31, 2022.

and Capital Resources

accompanying consolidated financial statements have been prepared on a going concern basis.

The Company had net loss of $388,646 during

the three months ended March 31, 2023, has accumulated losses totaling $18,243,483, and has a working capital deficit of $1,600,058 as

of March 31, 2023.

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

The consolidated financial statements

do not include any adjustments that might result from the outcome of these uncertainties.

The Company will need

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

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

Should additional financing not be available, the Company will have

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

There can be no assurance that the Company will be able

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

Operating Activities

During the nine months

ended September 30, 2022, the Company used $720,338 of cash in operating activities as a result of the Company’s net loss of $1,148,588,

offset by share-based compensation of $11,080, change in fair market value of derivative liability of $211,345, and net changes in operating

assets and liabilities of $628,515.

During the nine months ended September 30, 2021,

the Company used $228,831 of cash in operating activities as a result of the Company’s net income of $30,704, offset by share-based

compensation of $4,722, change in fair market value of derivative liability of $871,388, gain on settlement of liabilities of $62,095,

and net changes in operating assets and liabilities of $669,226.

Investing Activities

During the nine months

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

Financing Activities

During the nine months

ended September 30, 2022, financing activities provided $765,000, resulting from $590,000 in proceeds from convertible notes, $200,000

in proceeds from promissory notes, and $50,000 in proceeds from issuance of preferred stock, offset by $75,000 in repayments of convertible

During the nine months ended September 30, 2021,

financing activities provided $210,900, resulting from $615,000 in proceeds from convertible notes, offset by $82,000 in repayments of

capital lease obligations, $297,100 in repayments of convertible notes, and $25,000 in repayments of promissory notes.

Off-Balance Sheet

The Company does not

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

revenues or expenses.

Although the Company’s

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

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

it improves the efficiency of its operations.

Critical Accounting

The preparation of financial

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

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

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

the preparation of the consolidated financial statements.

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

from those assumptions.

The consolidated

financial statements do not include any adjustments that might result from the outcome of these uncertainties.

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

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

Should additional financing not be available, the

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

There can be no assurance that the

Company will be able to successfully restructure its debt obligations in the event it fails to obtain additional financing.

Flows from Operating Activities

the three months ended March 31, 2023, the Company used $317,613 of cash in operating activities as a result of the Company’s net

loss of $388,646, increased by gain on debt settlement of $67,984 and offset by net changes in operating assets and liabilities of $139,017.

the three months ended March 31, 2022, the Company used $123,150 of cash in operating activities as a result of the Company’s net

loss of $103,774, increased by gain on change in fair market value of derivative liability of $211,345, and offset by share-based compensation

of $525 and net changes in operating assets and liabilities of $191,444.

Flows from Investing Activities

the three months ended March 31, 2023 and 2022, the Company had no investing activities.

flows from Financing Activities

the three months ended March 31, 2023, financing activities provided $1,314,000, resulting from $1,125,000 in proceeds from convertible

notes, and $189,000 in proceeds from the exercise of warrants.

the three months ended March 31, 2022, financing activities provided $225,000, resulting from $300,000 in proceeds from convertible notes,

offset by $75,000 in repayments of convertible notes.

Sheet Arrangements

Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, an effect on its financial condition,

financial statements, revenues or expenses.

the Company’s operations are influenced by general economic conditions, it does not believe that inflation had a material effect

on its results of operations during the last two years as it is generally able to pass the increase in material and labor costs to its

customers or absorb them as it improves the efficiency of its operations.

Accounting Policies

preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United

States requires management to make judgments, assumptions and estimates that affect the amounts reported in our consolidated financial

statements and accompanying notes.

The consolidated financial statements as of March 31, 2023 describe the significant accounting policies

and methods used in the preparation of the consolidated financial statements.

Actual results could differ from those estimates and be

based on events different from those assumptions.

Future events and their effects cannot be predicted with certainty;

estimating therefore, requires the exercise

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

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

of our consolidated financial statements:

Fair Value of Financial

For certain of the Company’s

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

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

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

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

ASC Topic 825, “Financial Instruments,”

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

requirements for fair value measures.

The three levels of valuation hierarchy are defined as follows:

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

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

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

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

estimating therefore,

requires the exercise of judgment.

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

information is obtained.

The following critical accounting policies are impacted significantly by judgments, assumptions and estimates

used in the preparation of our consolidated financial statements:

Value of Financial Instruments

certain of the Company’s financial instruments, including cash and equivalents, accounts receivable, accounts payable, accrued

liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities.

ASC Topic 820, “Fair

Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company.

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

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.

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

The Company evaluates

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

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

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

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

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

and Qualitative Disclosures about Market Risk

Not required for smaller

reporting companies.

The Company does not have sufficient corroborating evidence to support classifying these

assets and liabilities as Level 1 or Level 2.

Financial Instruments

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

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.

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

Quantitative and Qualitative Disclosures about Market Risk

required for smaller reporting companies.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis