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Item 7. Management’s Discussion and Analysis

2024-04-01 compared with 2023-04-21 · 178 added, 124 removed, 7 unchanged (98% of the section changed)

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

FORWARD-LOOKING STATEMENTS

Certain 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 similar expressions), which are based on our

current expectations and speak only as of the date made.

These forward-looking statements are subject to various risks, uncertainties

and factors that could cause actual results to differ materially from the results anticipated in the forward-looking statements, including,

without limitation, those discussed under Part I, Item 1A “Risk Factors” in this Annual Report, 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

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.

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.

(the “ Company ”)

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

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

similar expressions), which are based on our current expectations and speak only as of the date made.

These forward-looking statements

are subject to various risks, uncertainties and factors that could cause actual results to differ materially from the results anticipated

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

this Annual Report, and those described herein that could cause actual results to differ materially from the results anticipated in the

forward-looking statements, and the following:

expectations about the strength of the global demand for lithium;

prices may experience fluctuations due to market dynamics and economic conditions;

sustainability of industries relying on lithium may be influenced by factors such as consumer

preferences and regulatory requirements;

benefits from business activities, such as the expectation that we will derive revenue from

lithium extraction;

than expected capital costs due to, among other things, supply chain disruptions, higher

transportation costs, and inflation;

● Anticipated

production costs and production estimates.

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.

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

We 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 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.

Due to the nationwide shutdown related to the Covid-19 pandemic, we 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, we found ourselves with the unique opportunity to acquire mining claims that

historically reported high levels of lithium and other technical minerals.

We hired and affiliated ourselves with industry veterans that

bring decades of experience, credibility and relationships.

November 5, 2021, we acquired the rights to 102 federal mining claims located in the Lisbon Valley of Utah for $100,000 plus the future

payment of royalties based on a percentage of the net revenue from the sale of lithium produced from a portion of the mining property.

The acquisition was driven by historical mineral data from seven existing wells with brine aquifer access.

We have not yet commenced

any mining operations, and we are an exploration stage issuer, as defined in SEC Regulation S-K, Item 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 determination has been made whether mineralization

could be economically and legally produced or extracted.

We have no mineral reserves as defined by Regulation S-K 1300 and have had no

mining revenue to date.

have been moving forward with our strategy of employing advanced brine extractive technology methodologies and have been in talks with

numerous extraction providers.

Selective mineral extraction is clearly the most cost-effective and ESG friendly approach currently available.

Technologies are being utilized that can extract the desired minerals and metals from the brine and then re-inject the brines back down

into the aquafer.

The prospective partners have been provided the analytical results from the technical reports, but will soon provide

current results, analytical, geotech modeling, aquifer modeling, recharge, flows, and depth.

We will need funding to support continuing

operations and support our growth strategy, and we will need to finance operations by offering any combination of equity offerings, debt

financing, collaborations, strategic alliances, or other licensing arrangements.

There is no assurance we will be able to raise sufficient

capital to finance our operations.

October 20, 2022 we, 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 our certificate of incorporation

to (i) change the name of our company to “American Battery Materials, Inc.” (the “Name Change”);

and (ii) increase

the total number of authorized shares of our 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 our trading symbol was

also changed to BLTH.

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

Year Ended December 31, 2022 Compared to Year

October 20, 2022, in addition to the Name Change and the Authorized Share Increase, the holder of 63.86% of the outstanding shares of

stock of our 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 our certificate of incorporation to implement a decrease in the authorized shares of our 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 our certificate of incorporation to implement a reverse stock split of our 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.

April 25, 2023, we formed Mountain Sage Minerals LLC, a Utah limited liability company.

We will look to expand our holdings in the Lisbon

Valley area with the acquisition of additional mineral claims and joint venture opportunities through this new entity.

June 1, 2023, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Seaport Global Acquisition II

(“SGII”), and Lithium Merger Sub, Inc., a wholly owned subsidiary of SGII.

SGII is a blank check company, also referred

to as a special purpose acquisition company, formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition,

stock purchase, reorganization or other similar business combination with one or more businesses.

Following material changes

to the transaction proposed by SGII making the transaction untenable to us, on November 20, 2023, SGII notified us that it had elected

to terminate the Merger Agreement.

August 4, 2023, the Company filed an Amendment to the Certificate of Incorporation (the “Amendment”) in order to effect a

reverse stock split in the ratio of 1-for-300 (the “Reverse Split”).

The Company and its shareholders holding a majority

of the issued and outstanding shares of stock of the Company entitled to vote previously approved a reverse stock split for not less

than 1-for-10 and not more than 1-for-1,000, at any time prior to October 20, 2023, with the Company’s 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

On August 1, 2023, the Company’s unanimously approved the Reverse Split and authorized the filing of the Amendment.

8, 2023, the company effectuated the reverse split of the common stock by a ratio of one-for-300 (the “Reverse Split”).

per share amounts and number of shares in the consolidated financial statements and related notes have been retroactively restated to

reflect the Reverse Split.

of Operations

Year Ended December

31, 2023, Compared to Year Ended December 31, 2022

For the years ended December

31, 2023, and 2022, the Company had no revenue.

General and administrative

expenses for the year ended December 31, 2023, were $2,453,700, an increase of $1,318,612 or 116%, compared to $1,135,088 for the year

ended December 31, 2022.

For the year ended December 31, 2022 and 2021,

the Company had no revenue.

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 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 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

Interest expense for the year ended December 31,

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

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

The accompanying consolidated financial statements

have been prepared on a going concern basis.

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.

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 year ended December 31, 2022, the Company

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 $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

had no investing activities.

The increase in operating expenses was mainly due to an increase in professional fees, mining maintenance fees

and stock compensation expenses.

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.

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

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

ended December 31, 2023.

on Settlement of Liabilities

the year ended December 31, 2023, the Company recorded a gain on settlement of liabilities of $441,041, consisting of $7,008 in principal

and $60,976 in interest forgiven by noteholders, and $373,057 in aged payables write-off.

During the year ended December 31, 2022, creditors

forgave $32,019 in notes payable, which has been recorded as a gain on settlement.

value of stock issued for note modification

the year ended December 31, 2023, the Company recorded a fair value of stock issued for note modification of $168,856.

No such transactions

were noted during the year ended December 31, 2022.

Interest expense for

the year ended December 31, 2023, was $203,287, as compared to $595,124 during the year ended December 31, 2022, due to the conversion

of convertible notes payable.

a result of the foregoing, the net loss for the year ended December 31, 2023, was $2,384,802 as compared to the net loss of $1,486,848

during the year ended December 31, 2022.

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.

and Capital Resources

We require cash to fund

our operating expenses and working capital requirements, including outlays for capital expenditures.

The accompanying consolidated financial

statements have been prepared on a going concern basis.

The Company had a net loss of $2,384,802 during the year ended December 31, 2023,

had accumulated losses totaling $20,239,639, and a working capital deficit of $3,222,893 as of December 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.

we acquired our first mining claims in November 2021, we have faced an increasingly challenging liquidity situation that has limited

our ability to execute on our operating plan.

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

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.

of additional capital through various financing transactions or arrangements with third parties may include equity or debt financing,

bank loans or revolving credit facilities.

We may not be successful in locating suitable financing transactions in the time period required

or at all, and we may not obtain the capital we require by other means.

Unless we can attract additional investment, our operating as

a going concern is in doubt.

we are unable to obtain sufficient amounts of additional capital, we may have to cease filing the required reports and cease operations

If we obtain additional funds by selling any of our equity securities or by issuing common stock to pay current or future

obligations, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution, or the equity

securities may have rights preferences or privileges senior to the common stock.

Flows from Operating Activities

the year ended December 31, 2023, the Company used $2,278,206 of cash in operating activities as a result of the Company’s net

loss of $2,384,802, increased by gain on debt settlement of $441,041 and amortization of debt discount of $28,497, and offset by fair

value of options issued for note modification of $168,856, share-based compensation of $275,465, and net changes in operating assets

and liabilities of $131,813.

the year ended December 31, 2022, the Company 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.

Flows from Investing Activities

the year ended December 31, 2023, the Company expended $106,000 for staking activities related to new federal mining claims located in

the Lisbon Valley of Utah.

the year ended December 31, 2022, the Company had no investing activities.

Flows from Financing Activities

the year ended December 31, 2023, financing activities provided $2,349,000, resulting from $2,025,000 in proceeds from convertible notes,

$100,000 in proceeds from promissory notes, and $224,000 in proceeds from the exercise of warrants.

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.

Quantitative and Qualitative Disclosures About Market Risk.

Not required by smaller companies.

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