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Item 9A. Controls and Procedures

2021-03-25 compared with 2020-04-01 · 420 added, 212 removed, 200 unchanged (76% of the section changed)

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Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934.

We maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange.

In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met.

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The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Based on their evaluation as of the end of the period covered by this Annual Report on Form 10-K, the Board has determined these were deemed not effective and has undertaken to address the shortcomings by:

Based on their evaluation as of the end of the period covered by this Annual Report, the Board has determined these were deemed not effective and has undertaken to address the shortcomings by:

adding additional and more qualified staff;

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Because of these material weaknesses, management concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2020.

This report does not include an attestation report of our registered public accounting firm regarding our internal controls over financial reporting.

This Annual Report does not include an attestation report of our registered public accounting firm regarding our internal controls over financial reporting.

The disclosure contained under this Item 9A was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only the disclosure under this Item 8A in this annual report.

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The Company’s management has identified what it believes are material weaknesses in the Company’s disclosure controls and procedures.

The deficiencies in the Company’s disclosure controls and procedures resulted in failures to timely file periodic reports within the time periods specified in the SEC’s rules and forms.

The deficiencies in our disclosure controls and procedures included (i) lack of segregation of duties and (ii) lack of sufficient resources to ensure that information required to be disclosed by the Company in the reports that the Company files or submits to the SEC are recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms, and (iii) lack of formal Control procedures related to the approval of related party transactions.

The Company intends to take corrective action to ensure that information required to be disclosed by the Company pursuant to the reports that the Company files or submits to the SEC is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during our fourth quarter ended December 31, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

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Tom Brodmerkel

Jordan Balencic

Director, Secretary

Mark Williams

Juan Carlos Iturregui Esq

Executive Officers

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Chief Executive Officer and Interim Chief Financial Officer

President and Chief Operating Officer

Chief Operations Officer

Interim CEO & Interim CFO

Jordan Balencic

Acting CEO & Acting CFO

President & Interim CEO

President & Interim CFO

Mark Williams

CEO & Chief Revenue Officer

Ronald Riewold | Chairman – Board of Directors joined the Board of Directors November 27, 2018.

Riewold has extensive experience in operating and developing both public (Amex and NASDAQ) and private companies.

Chief Financial Officer

Ronald Riewold, our Chairman, joined the Board of Directors on November 27, 2018.

From 2011 and to the present, Mr.

Riewold founded and serves as President and CEO of Averlent Corporation, a national medication management initiative.

In a few short months after its founding, the company added several new clients including Accountable Care Organizations, larger group practices and over 500 Independent Physician Associations.

Additionally, Mr.

Riewold has served as the President of Virtual Physicians Network since January 2010, a virtual engagement and experience company.

Riewold started Dynamic Real Estate Development, where he continues to serve as its Chief Executive Officer.

Dynamic Real Estate Development focuses on development of medical buildings while partnering with physician groups and/or providing his expertise as a fee developer.

His firm’s projects included surgery suites, urgent care facilities, and orthopedic offices.

From 2001 to 2008 Mr.

Riewold served as President, Co-Chief Executive Officer and as a director of PainCare Holdings (“PainCare”), he was also one of its original investors.

During his tenure, Mr.

Riewold helped PainCare rise from a start-up to an $80 million-dollar company that developed a process that monitors patients including residents in nursing home/rehabilitation facilities and hospitals.

From 1999 to 2001 Mr.

Riewold was a consultant for American Enterprise Solutions, Inc., a healthcare delivery system and Internet utility focusing on connectivity in the healthcare industry.

After successfully, a financial services company and real estate development company as Chief Executive Officer, Riewold entered the healthcare arena full time in 1996, as Vice President of Corporate Development with Heart Labs of America, which became Medical Industries of America, and later, Cyber Care.

Riewold was selected to join our Board due to his extensive experience in operating and developing both public (NYSE and NASDAQ) and private companies.

Specifically, his expertise is in field or practice-level health care company operations.

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Riewold has completed over fifty mergers in the health care industry.

After successfully growing a financial services company and real estate development company as CEO, Riewold entered the healthcare arena full time in 1996, as vice president of corporate development with Heart Labs of America, which became Medical Industries of America and later Cyber Care.

Upon leaving Cyber Care Riewold became a consultant for American Enterprise Solutions, Inc.

a healthcare delivery system and Internet utility focusing on connectivity in the healthcare industry from 1999 – 2001.

Vice President to President and then Chief Executive Officer in a short ten-month period.

Riewold joined Pain Care Holdings as one of its original investors, President, Co-Chief Executive Officer and member of the board of directors.

Riewold helped Pain Care rise from a start-up to an $80 million-dollar company that developed a process that protects by monitors patient including residents in nursing home/rehabilitation facilities or hospitals.

In 2008, he started Dynamic Real Estate Development as CEO focusing on development of medical buildings while partnering with physician groups and/or providing his expertise as a fee developer.

His firm’s projects included surgery suites, urgent care facilities, and orthopedic offices.

From 2011 and to the present, Mr.

Riewold founded and is President and CEO of Averlent Corporation, a national medication management initiative.

In a few short months after its founding the company added several new clients including Accountable Care Organizations, larger group practices and over 500 Independent Physician Associations.

Riewold earned a bachelor’s degree from Florida State University 1970, and a Master of Business Administration from Temple University, 1972.

Lawrence Diamond | Chief Executive Officer, Interim Chief Financial Officer and Director was most recently CEO of Intelligere Inc., a supplier of interpretation and translation for 73 languages to health care providers.

Prior to that role he was COO of PointRight, Inc., a leading healthcare analytics firm specializing in long-term and post-acute care using predictive analytics for skilled nursing, home health, Medicare & Medicaid payers, hospitals, and ACOs.

While VP of Insignia Health he grew their business internationally and domestically providing population health engagement via their validated program (Patient Activation Measure, PAM) and SaaS-based population health-coaching.

He led strategic planning and sales at American Telecare, an innovator of telemedicine enabled clinical services and medical devices that improve cost and quality.

He was VP at Ubiquio Corporation, Inc., an innovator in mobile technology and services which was acquired by Mobile Planet, after an eight-year stint at UnitedHealth Group, where he was Vice President driving their Medicare Advantage, pharmacy products, health plan operations, and M&A.

He began his career at Merrill Lynch in private client banking.

He earned his M.B.A.

Lawrence Diamond has served as our Chief Executive Officer and Interim Chief Financial Officer since November 2019 and Director since October 2019.

He has also served as the Chief Executive Officer and Principal of Diamond Consulting, a consulting firm focused on enhancing the performance for healthcare businesses.

Prior to that, from June 2018 to May 2019, he served as the chief executive officer of Intelligere Inc., a supplier of interpretation and translation for 73 languages to healthcare providers.

From October 2014 to September 2017, Mr.

Diamond served as the Executive Vice President and the Chief Operating Officer of PointRight, Inc.

(“PointRight”), a leading healthcare analytics firm specializing in long-term and post-acute care using predictive analytics for skilled nursing, home health, Medicare & Medicaid payers, hospitals, and ACOs.

Additionally, Mr.

Diamond served as the Vice President of Insignia Health from January 2013 to October 2014, where he grew their business internationally and domestically providing population health engagement via their validated program (Patient Activation Measure, PAM) and SaaS-based population health-coaching.

He also led strategic planning and telehealth sales at American Telecare from 2004 to 2012, an innovator of telemedicine enabled clinical services and medical devices that improve cost and quality.

He also served as Vice President of Ubiquio Corporation, Inc.

from 2000 to 2003, an innovator in mobile technology and services which was acquired by Mobile Planet, after an eight-year stint at UnitedHealth Group, where he also served as Vice President, driving their Medicare Advantage, pharmacy products, health plan operations, and mergers and acquisitions.

He began his career at Merrill Lynch in private client banking in 1985 and earned his M.B.A.

at the University of Minnesota, and his B.S., Business Administration, at the University of Richmond.

Smith | President and Chief Operating Officer is an experienced Senior Executive and Board Member who has held multiple leadership positions for both public and private entities.

Most recently she was President and CEO at Homewatch CareGivers, LLC (www.homewatchcaregivers.com), a $150 million per year franchise network operating in 7 countries which provides services within the healthcare continuum.

Prior to that she held senior positions in the educational arena with stints at Lincoln Education Services (www.lincolnedu.com) and The Princeton Review (www.princetonreview.com).

Julie attained her MBA in International Management from the Thunderbird School of Global Management and a BA in Business from the University of Denver, Daniels College of Business.

She resides in Denver, Colorado and will operate from the Company’s new Denver office and will be focused on the acquisition and integration of new operations.

Thomas Brodmerkel is an investment and consulting firm in the health care industry.

Brodmerkel is currently acting CEO and Chair of Wave Health Technologies.

Tom is on the board of CareSource Corporation, a not for profit $10B health plan primarily focused on serving the Medicaid population.

Additionally, Tom serves on the board of PointRight, a privately held company analytics company.

Previously he was employed by Matrix Medical Network, Inc.

(January 2009 thru November 2012) as its Executive Vice President.

The company is based in Scottsdale, AZ, and he was responsible for Corporate and Business development, Client Services, Sales and Marketing.

The company was sold to a private equity group in April 2012.

From May 2007 thru December 2008 President, Medicare Programs for Bethesda, MD based Coventry Healthcare, Inc.

He was fully responsible for P&L for the +$2 Billion Medicare Programs division.

Products included Medicare Advantage Part C, Prescription Drugs Part D, Private-Fee-For-Service., Special Needs Plans, and MSA’s.

Brodmerkel was employed by United Health Group, Inc, from 2004-2006 as its President, United Health Advisors, SVP, Senior Retiree Services based in Minneapolis, MN.

He was responsible for over +$1.5B of sales, marketing, and business development for products targeted to individuals aged 50 and older.

These products include Medicare Advantage, Medicare Supplements, Medicare Pharmacy-Part D, Special Needs Plans for individuals and groups.

While at American Telecare Inc during 2004 as Executive Vice President Minneapolis, MN where he was responsible for all field operations, customer service, sales, marketing and business development.

He was employed by Lumenous, Inc.

from 2003 thru 2004 as its Executive Vice President, based in Minneapolis, MN.

During 2002 and 2003 he was employed by Stanton Group, Inc.

as its Executive Vice President, based in Minneapolis, MN.

Prior to that he was employed by Definity Health, Inc, during 2001 and 2002 as its Executive Vice President, based in Minneapolis, MN.

He was employed in various capacities by United Healthcare, Inc, from 1994- through 2001.

Before joining United Healthcare, he was employed by Old Northwest Agents, Inc.

(1990–1994) as Vice President in Minneapolis, MN.

Before that he was employed by Mutual of New York (MONY) from 1988 through 1990 as its District Manager in Charleston, SC.

He was employed by Ward Financial Services, Inc.

from 1986 through 1988 as its Vice President, in Charleston, SC.

After graduating from college, he began his career at the Three Star Drilling Corporation in 1985 as its General Manager based in Lawrenceville, IL.

His military service included 5 years in the United States Navy (1980–1985) as a Supply Officer based in San Diego, CA, Panama Canal, Panama, and in Charleston, SC.

Diamond brings to the Board significant strategic, business, and financial experience specifically applicable to healthcare and telehealth companies.

Diamond has a broad understanding of the financial markets, financial statements as well as generally accepted accounting principles.

Through his services as our Chief Executive Officer and Interim Chief Financial Officer, he developed extensive knowledge of our business and the challenges that we face.

Thomas Brodmerkel has served as a director of the Board since April 2020.

He also currently serves on the board of directors of Xact Laboratories, LLC, a healthcare technology company;

as the Chief Executive Officer and Chair of Wave Health Technologies, a healthcare technology company focused on computer assisted coding and medical record analysis, since January 2017;

and as the Executive Vice President and Chief Operating Officer of Medical Card System since April 2013.

Brodmerkel has also served as the Vice Chairman of the Board of CareSource since September 2018, a not for profit $10 billion health plan primarily focused on serving patients under Medicaid, and as the President and Chief Executive officer of KMA Holdings LLC, an investment and consulting firm in the health care industry, since January 2009.

Additionally, Mr.

Brodmerkel has served on the board of PointRight since May 2014.

Previously, Mr.

Brodmerkel served on the board of directors of Pulse8 Inc.

from September 2015 through January 2017 and Peak Risk Adjustment Solutions from October 2015 through December 2016.

He also served as Executive Vice President of Matrix Medical Network, Inc.

(“Matrix”) from January 2009 through November 2012.

While at Matrix, a company based in Scottsdale, AZ, he was responsible for Corporate and Business Development, Client Services, Sales and Marketing.

Matrix was sold to a private equity group in April 2012.

From May 2007 through December 2008, Mr.

Brodmerkel served as President, Medicare Programs for the Bethesda, Maryland based Coventry Healthcare, Inc.

As President, he was fully responsible for profit and loss for the over $2 Billion Medicare Programs division.

Products included Medicare Advantage Part C, Prescription Drugs Part D, Private-Fee-For-Service, Special Needs Plans, and Medicare Medical Savings Accounts.

Brodmerkel also served as President, United Health Advisors, SVP, Ovations, Senior Retiree Services at United Health Group, where he was responsible for over $1.5 billion of sales, marketing, and business development for products targeted to individuals aged 50 and older, from 2004 to 2006.

These products include Medicare Advantage, Medicare Supplements, Medicare Pharmacy-Part D, and Special Needs Plans for individuals and groups.

While serving as Executive Vice President of American Telecare, Inc in 2004, Mr.

Brodmerkel was responsible for all field operations, customer service, sales, marketing, and business development.

Brodmerkel also served as Executive Vice President of Lumenous, Inc.

(2003-2004), Stanton Group, Inc.

as its Executive Vice President (2002-2003), Definity Health, Inc.

as its Executive Vice President (2001-2002), United Healthcare, Inc.

in various capacities and roles (1994-2001), Old Northwest Agents, Inc.

(1990-1994) as Vice President (1990-1994), Mutual of New York (1988-1990) as its District Manager, and Ward Financial Services, Inc.

(1986-1988) as its Vice President.

After graduating from college, he began his career at the Three Star Drilling Corporation in 1985 as its General Manager.

Brodmerkel’s military service includes 5 years in the United States Navy (1980–1985) as a Supply Officer based in San Diego, CA, Panama Canal, Panama, and in Charleston, South Carolina.

Brodmerkel graduated from the United States Naval Academy, Annapolis, Maryland with a Bachelor of Science in 1982.

Brodmerkel was appointed to the board due to his extensive experience, leadership and managerial expertise in healthcare, healthcare technology, insurance, and healthcare consulting companies.

Faraz Naqvi, has served as a director on the Board since July 2020.

He has also served as the Co-founder and Chief Executive Officer of Crossover Capital Partners LLC since 2015, whose mission is to invest in healthcare companies.

He also joined the Board of Directors of UCHealth, a not-for-profit healthcare system based in Colorado.

Since 2016 he has served as a member of the Board for the Health District of Northern Larimer County, Colorado, and in 2012 he co-founded Remote Health Access, whose mission is elderly care and telemedicine.

Naqvi has also served as the Medical Director or Miramont Lifestyle Fitness since 2012.

In May 2016, Dr.

Naqvi founded Front Range Geriatric Medicine, a medical practice firm, and operated that practice from 2016 through 2019.

Previously, Dr.

Naqvi was founder of Avicenna Capital Limited, a healthcare investment firm and an affiliate of Brevan Howard Asset Management LLP in London, UK, from 2007 through 2009.

Prior to founding Avicenna, Dr.

Naqvi was a Managing Director at Pequot Capital Management, Inc.

from 2001 until 2007, where he served as the manager of their $1.3 billion healthcare fund, about $1 billion of the firm’s healthcare allocation, and a $250 million emerging markets healthcare fund.

From 1991 until 2001, Faraz managed roughly $4 billion in healthcare funds at Allianz Global Investors/Dresdner RCM capital.

He also served as an analyst with Bank of America/Montgomery Securities from 1997 to 1998.

He began his finance career as a healthcare consultant with McKinsey & Company.

from 1995 until 1997.

Naqvi is a Boettcher Scholar graduate of Colorado College (1986), studied economics at Trinity College, Cambridge University (1989) where he was a Marshall Scholar, received his M.D.

from Harvard Medical School/M.I.T.

(1993), where he performed angiogenesis research with Drs.

Judah Folkman, Robert Langer and Marsha Moses.

Faraz is board certified in internal medicine and geriatrics and licensed in California, New York, and Colorado.

Naqvi was appointed to the Board due to his experience as a physician, strategic business consultant, an investment portfolio manager and as a leader of multiple healthcare related companies.

Juan Carlos Iturregui, Esq .

, has served as a director of our Board since July 31, 2020.

He is engaged in several businesses including in 2005, he founded Milan Americas, LLC (“Milan Americas”), in Washington D.C., a business consultancy practice specializing in commercial, regulatory and project development engagements with a focus on infrastructure and renewable energy projects in Latin America, the Caribbean and Hispanic markets and currently serves as a Managing Director.

He has also had a focus on healthcare where he played a key role as an advisor in the expansion of a major US regional healthcare provider into a new marketplace.

He also co-developed and co-owned the largest solar farm in the Caribbean Basin (27MW) in 2015.

From 2019 until June 2020 Mr.

Iturregui was a Partner and a Member of Nelson Mullin’s Government Relations and Infrastructure & Energy practices in its Washington, D.C.

Nelson Mullins is an AM Law 100 firm with 122 years of operations and with significant presence in Washington, D.C.

and offices in 25 cities across the U.S.

Additionally, in 2015, then U.S.

President Barack Obama nominated Mr.

Iturregui as a board member to the Inter-American Foundation to serve a six-year term which ended in 2020.

He also currently serves as a board member and Vice Chair of the American Red Cross, National Campaign Region, and has been in that role since 2013.

From 2007 to 2018, Mr.

Iturregui was a Senior Advisor and Counsel to the Global Chairman at Dentons, LLP, based in Washington, D.C., a global law firm with significant presence in Washington, D.C.

and offices in 85 cities across 58 countries.

He worked with the international team and leadership on expanding practices and services and advised on issues/structures related to the global combination (merger) with SNR Denton in 2010.

From 2003 to 2005 Mr.

Iturregui was with Quinn Gillespie & Associates, in Washington, D.C., a leading DC bipartisan public policy and communications lobbying firm where he was a Director.

While there, he advocated public policy positions and initiatives regarding trade, tax, finance, health care, infrastructure development and appropriations on behalf of various entities, including Fortune 500 corporations, trade associations and local governments.

Iturregui is a licensed attorney and is qualified to serve on the Board due to his extensive experience in mergers and acquisitions, international and domestic business development, and funding and expertise in the Central and South America markets.

He is adept in working with the US Congress and executive branch, and foreign governments;

he has an in-depth understanding of multilateral entities, stakeholders, and special interests in formulation of projects and policies.

Keller , has served as our Chief Financial Officer since March 17, 2021.

Prior to joining us, Mr.

Keller was the Chief Financial Officer, Secretary and Treasurer of First Choice Health Care Solutions, Inc.

since July 2017, a $50 million integrated care platform of non-physician owned orthopedic and spinal care medical centers.

He has also served as a member of the board of directors of CryoPoint, LLC, a leader in biorepository services and cryopreservation since April 2012, and as a member of the board of directors of Your Community Bank from May 2013 through December 2017.

From November 2015 through July 2017, he was employed by Solution Management Corp, a specialty advisory firm focused on providing financial and operational consulting, as Managing Director.

Additionally, from August 2014 through November 2015 he served as the Chief Financial Officer and Senior Vice President of Finance at RehabCare Inc., a $1.5 billion provider of physical, occupational, and speech-language rehabilitation services to hospitals, skilled nursing facilities and home care settings in 47 states.

From September 2011 through June 2013, he was Senior Vice President of Finance at PharMerica, Inc.

PMC), a $1.8 billion institutional pharmacy, servicing skilled nursing and assisted living facilities, hospitals, and other long-term alternative care facilities.

He also served as the Senior Vice President and Chief Accounting Officer of BioScrip, Inc.

(NASDAQ:BIOS), a $1.6 billion specialty pharmaceuticals and homecare company providing comprehensive cost-effective solutions to patients, insurance payers and drug manufacturers, from February 2007 through April 2011.

From 2000 through 2007 he served as Vice President of Finance, Chief Financial Officer and Treasurer for DMI Furniture Inc.

DMIF) a $150 million vertically integrated manufacturer, importer and designer of commercial office and residential furniture sold through mass-market retails, wholesalers, and independent retailers.

Keller received his Bachelor of Science in Accountancy from Loyola University of Chicago and is a Certified Public Accountant and Chartered Global Management Accountant.

Arrangements for Nomination as Directors and Changes in Procedures for Nomination;

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No arrangement or understanding exists between any director or nominee and any other persons pursuant to which any individual was or is to be selected or serve as a director.

No director has any family relationship with any other director or with any of the Company’s executive officers.

No director or executive officer has any family relationship with any other director or with any of the Company’s executive officers.

Holders of our Common Stock are entitled to one vote for each share held on all matters submitted to a vote of the stockholders, including the election of directors.

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Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) Item 401 of Regulation S-K, or to be associated with persons engaged in any such activity;

Such person was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission (the “Commission”) to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

Such person was found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

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1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Board Committees

Our full Board of Directors acts as our Audit Committee.

Our Board of Directors has determined that only Ronald Riewold is “independent” as that term is defined under applicable SEC rules and under the current listing standards of the NASDAQ and NYSE MKT.

Our Board of Directors has determined that Ronald Riewold, Tom Brodmerkel, Juan Carlos Iturregui and Faraz Naqvi are all “independent” as that term is defined under applicable SEC rules and under the NYSE MKT regulations.

Our Board has also determined that each of our independent directors meets the qualifications of an “audit committee financial expert” in accordance with the SEC rules.

Our Audit Committee’s responsibilities include:

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the desire to balance the considerable benefit of continuity with the periodic injection of the fresh perspective provided by new members.

Compliance with Section 16(A) of the Exchange Act

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own 10% or more of a class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in beneficial ownership with the SEC.

Directors, executive officers and greater than 10% stockholders are required by the rules and regulations of the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a).

During the year ended December 31, 2019, our executive officers and directors filed with the Securities and Exchange Commission (the “Commission”), on a timely basis, all required reports relating to transactions involving equity securities of the Company beneficially owned by them.

We have relied solely on the written representation of our executive officers and directors and copies of the reports they have filed with the Commission in providing this information.

Based solely on the written representation of our executive officers and directors and copies of the reports they have filed with the Commission, the following transactions were filed late in the fiscal years ended December 31, 2020 and 2019:

Juan Carlos Iturregui filed one Form 3 late with respect to one transaction;

Thomas Brodmerkel filed one Form 3 late with respect to one transaction;

Lawrence Diamond filed four Form 4s late with respect to 6 transactions that took place between October 2019 and February 2020.

Julie Smith filed one Form 3 late with respect to three transactions and one Form 4 late with respect to two transactions.

Ronald Riewold filed one Form 3 late with respect to one transaction, two Form 4s late with respect to five transactions, and a Form 5 filed on January 26, 2021 that reported one transaction dated December 28, 2020.

Code of Ethics

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Lawrence Diamond

Jordan Balencic

(a) Does not include compensation as a Director.

(b) Includes $28,846 paid in cash and $32,654 paid in Series X Preferred Stock.

(d) Represents the pro-rata amount charged to operations during the period in connection with the vesting of 1,000,000 shares of common stock with an aggregate market value of $27,400 on the date of the grant.

(e) Resigned October 8, 2019.

(f) Consists of $25,750 paid in cash and $55,774 paid in Series X Preferred Stock.

(g) Consists of $16,500 salary paid in cash and an additional $4,333 salary accrued but unpaid at December 31, 2019.

(h) Consists of the fair value of 200,000 shares of common stock issued to Mr.

Crone that vested during the year.

(i) Consists of $10,200 paid in cash.

(j) Consists of the fair value of 312,499 shares of common stock.

(k) Consists of $3,500 paid in cash for services as a consultant to the Company and $60,000 paid by the issuance of Series C Preferred Stock.

(l) Consists of cash paid in the amount of $23,000.

(m) Consists of the fair value of 576,923 shares of common stock.

(n) Consists of the employee portion of payroll tax paid by the Company on behalf of the officer.

Does not include compensation as a Director.

Resigned effective July 1, 2020.

Consists of an overpayment as part of final payroll settlement for which the Company is seeking reimbursement.

Includes $28,846 paid in cash and $32,654 paid in Series X Preferred Stock.

Paid by the issuance of Series X Preferred Stock.

Represents the pro-rata amount charged to operations during the period in connection with the vesting of 1,000,000 shares of common stock with an aggregate market value of $27,400 on the date of the grant.

Consists of the employee portion of payroll tax paid by the Company on behalf of the officer.

These amounts were accrued during the year ended December 31, 2019 and paid in January 2020.

Does not include $120,000 of salary accrued but not paid during the year.

Consists of the fair value of 2,500,000 stock options which were granted and vested during the year.

Executive Employment, Termination and Change of Control Arrangements

We have the following employment agreements with our executive officers:

Lawrence Diamond, Chief Executive Officer

We have the following employment agreements with our executive officer:

Lawrence Diamond, Chief Executive Officer and Director

On November 4, 2019, we entered into a Senior Executive Employment Agreement with Mr.

Diamond for his services as our Chief Executive Officer (the “Diamond Agreement”).

Pursuant to the Diamond Agreement, Mr.

Diamond is paid an annual base salary of $250,000.

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Diamond is eligible to receive a bonus target of 25% of base compensation based upon the attainment of performance-based goals, to be approved by the Compensation Committee.

Diamond also received an initial grant of 1,000,000 shares of restricted common stock, subject to vesting restrictions.

Diamond also received an initial grant of 1,000,000 shares of restricted common stock which vests according to the following schedule:

(i) 25% upon the 90 th day anniversary of the Diamond Agreement, (ii) 25% upon the completion of a capital raise of at least $2 million, (iii) 25% upon the one-year anniversary of the Diamond Agreement (iv) 25% upon our filing of our Annual Report on Form 10-K that reports $20 million in gross revenue.

All unvested shares shall immediately vest in the event of a change of control of the Company.

The term of Mr.

Diamond’s employment agreement is from November 1, 2019 through Mr.

Diamond’s resignation and or unless amended by subsequent written agreement of Mr.

Diamond and the Company.

Smith, President and Chief Operating Officer

Smith is paid an annual base salary of $250,000.

In addition, Ms.

Smith is eligible to receive a bonus target of 25% of base compensation based upon the attainment of performance-based goals to be approved by the Compensation Committee.

Smith also received an initial grant of 1,000,000 shares of restricted common stock, subject to vesting restrictions.

The term of Ms.

Smith’s employment agreement is from November 1, 2019 through Ms.

Smith’s resignation and or unless amended by subsequent written agreement of Ms.

Smith and the Company.

Diamond’s resignation or termination by us under the following circumstances (i) upon the recommendation by the Board;

(ii) a violation of the securities laws, or (iii) upon his incapacity or inability to perform all the duties set forth in this Agreement due to mental or physical disability.

In the event of termination by us, Mr.

Diamond will only be entitled to compensation owed through the date of termination and all Options that have not yet vested will be cancelled.

Keller, Chief Financial Officer

Effective March 17, 2021, the Company entered into an employment agreement with Mr.

Keller for his services as our Chief Financial Officer (the “Keller Agreement”).

Pursuant to the Keller Agreement the Company has agreed to pay Mr.

Keller a base salary of $250,000, payable in accordance with the Company’s standard payroll procedures.

In addition, Mr.

Keller will be eligible to receive a bonus target of 25% of his base salary, at the sole discretion of the Compensation Committee of the Board.

Keller’s base compensation shall accrue until such time as the Company has sufficient funding.

Additionally, pursuant to the Keller Agreement, Mr.

Keller has been awarded options to purchase up to 1 million shares of the Company’s common stock at an exercise price equal to $0.31, which was the closing stock price as of March 17, 2021, and issued pursuant to the Mitesco, Inc.

2021 Omnibus Securities and Incentive Plan.

The Options vest pursuant to the following schedule:

(a) 250,000 of the options shall vest upon the 90-day anniversary of the effective date of the Keller Agreement, (b) 250,000 of the options shall vest upon the Company’s completion of a $10 million raise, (c) 250,000 of the options shall vest on the one-year anniversary of the effective date of the Keller Agreement, and (d) 250,000 of the options shall vest once the Company files an Annual Report on Form 10-K that reports $20 million in gross revenue.

Upon a change of control of the Company, any unvested options shall immediately vest.

The Keller Agreement is effective from March 17, 2021 until the earlier of Mr.

Keller’s resignation or termination by us under the following circumstances (i) a vote of the majority of our directors;

(ii) a violation of the securities laws, or (iii) upon his incapacity or inability to perform all the duties set forth in this Agreement due to mental or physical disability.

In the event of termination by us, Mr.

Keller will only be entitled to compensation owed through the date of termination and all Options that have not yet vested will be cancelled.

The Keller Agreement also contains customary non-disclosure, non-compete and confidentiality provisions.

Pension Benefits;

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We do not offer pension benefits, non-qualified contribution or other deferred compensation plans to our executive officers.

Compensation of Directors

Outstanding Equity Awards at December 31, 2020

The following table shows for the fiscal year ended December 31, 2020, certain information regarding outstanding equity awards at fiscal year-end for the Named Executive Officers.

Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Option Exercise Price ($)

Option Exercise Date

Lawrence Diamond (a)

February 27, 2020

February 27, 2030

December 27, 2020

December 27, 2030

February 27, 2020

(a) On December 28, 2020, the vesting of Mr.

Diamond’s options was accelerated to December 31, 2020.

(b) On [ ], 2020, Ms.

Smith was granted options to purchase an aggregate of 1.5 million shares of common stock all of which have been forfeited pursuant to the terms of Ms.

Smith’s option awards, upon her resignation effective July 1, 2020.

Director Compensation

The following table sets forth, for the year ended December 31, 2020, information relating to the compensation of each director who served on our Board of Directors during the fiscal year and who was not a named executive officer.

This compensation was for their role as Director of the Company within the fiscal year.

Incentive Plan

Lawrence Diamond

Fees Earned or

Options Awards

Non-Equity Incentive Plan Compensation

Nonqualified Deferred Compensation Earnings

Ronald Riewold

Thomas Brodmerkel

Mark Williams

Consists of the vesting of 775,000 shares of common stock with a fair value of $46,500, and 1,200 shares of Series X Preferred stock with a value of $30,000.

Diamond and Ms.

Smith joined the board effective October 7, 2019.

Consists of the vested portion of 1,000,000 shares of common stock with a fair value of $27,400 on the date of the grant.

Brodmerkel joined the board effective December 31, 2019.

Cole resigned effective December 31, 2019.

Consists of the vesting of 1,000,000 shares of common stock with a fair value of $60,000.

Resigned effective October 8, 2019.

Consists of the vesting of 300,000 shares of common stock with a fair value of $20,740 on the date of the grant, and 653 shares of Series X Preferred stock with a value of $16,315

Resigned effective March 4, 2019.

Narrative to Director Compensation Table

While we have not established standard compensation arrangements for our directors, we have, as a practice, made an award of restricted common stock to our directors a) in consideration for contributions to the operations of the Company, and, b) for certain contributions to the Company’s operations.

To date, we have used 100,000 shares of restricted common stock as our measured award.

Compensation payable to each individual for his or her service on our Board of Directors is determined from time to time by our Board of Directors based upon the amount of time expended and other contributions by each of the Directors on our behalf.

Juan Carlos Iturregui

Does not include compensation as an officer.

Consists of options to purchase 1,100,000 shares of common stock.

Smith resigned from the Company effective July 1, 2020.

Faraz Naqvi was appointed to the Board of Directors on July 13, 2020.

Juan Carlos Iturregui Esq was appointed to the Board of Directors on July 31, 2020.

The table below shows the aggregate number of option awards outstanding at fiscal year-end for each of our current and former non-employee directors.

Number of Subject to Outstanding Options as of December 31, 2020

Ronald Riewold

Thomas Brodmerkel

Juan Carlos Iturregui

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information as of March 23, 2020, regarding the beneficial ownership of our common stock by (i) each person (including any “group” as such term is used in Section 13(d)(3) of the Exchange Act) known by us to be a beneficial owner of more than 5% of our common stock, (ii) each of our directors and “named executive officers;” and (iii) all of our directors and executive officers as a group.

At March 23, 2020, we had 86,566,999 shares of common stock outstanding.

The following table sets forth certain information as of March 22, 2021, regarding the beneficial ownership of our common stock and Series X Preferred Stock by (i) each person (including any “group” as such term is used in Section 13(d)(3) of the Exchange Act) known by us to be a beneficial owner of more than 5% of our common stock, (ii) each of our directors and “named executive officers;” and (iii) all of our directors and executive officers as a group.

The table below also includes the total voting power controlled by each such group of our voting stock.

At March 22, 2021, we had 196,180,503 shares of common stock issued and outstanding.

Unless otherwise indicated, the address of each of the stockholders listed is 7535 East Hampden Avenue, Suite 400, Denver, CO 80231.

Name of Beneficial Owner

Number of Shares

Amount and Nature of Beneficial Ownership of Common Stock

of Common Stock Beneficially Owned

Number of Shares of Series X Preferred Stock

Percentage of Series X Preferred Stock

Percentage of Total Voting Power (5)

Directors and Officers

Ronald Riewold (Director)(1)

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Larry Diamond (Director, Officer)(3)

Julie Smith (Director, Officer)

Juan Carlos Iturregui (Director)(2)

Faraz Naqvi (Director)(2)

Officers and Directors as a group (6 Persons)

The following table sets forth certain information as of March 23, 2020, regarding the beneficial ownership of our Series X Preferred Stock (i) each person (including any “group” as such term is used in Section 13(d)(3) of the Exchange Act) known by us to be a beneficial owner of more than 5% of our Series X preferred stock, (ii) each of our directors and “named executive officers;” and (iii) all of our directors and executive officers as a group.

At March 23, 2020, we had 26,227 shares of Series X Preferred stock outstanding.

Name of Beneficial Owner

Number of Shares

Ronald Riewold (Director)

Tom Brodmerkel (Director)

Douglas Cole (Former Director)

Larry Diamond (Director, Officer)

Julie Smith (Director, Officer)

Irish Italian Retirement Fund, LLC

5% or more shareholders

Anglo Irish Management LLC (4)

Frank Lightmas

Officers and Directors as a group (4 Persons)

Smith resigned from the Company effective July 1, 2020.

Consists of 1,098,431 shares of common stock and options to purchase an additional 1,100,000 shares of common stock.

Consists of options to purchase 1,100,000 shares of common stock.

Consists of 2,164,047 shares of common stock and options to purchase an additional 2,500,000 shares of common stock.

Based solely on a Schedule 13D filed by Anglo Irish Management LLC (“Anglo”), Anglo received 1,025,514 shares of common stock as interest earned on shares of the Series X Preferred Stock, and owns 12,503 shares of Series X Preferred.

Daniel Hollis is the Manager of Anglo Irish Management LLC and its business address is 9057A Selborne Lane, Chatt Hills, GA 30268.

In addition, Anglo granted Mr.

Juan Carlos Iturregui a revocable trust to vote the shares of Series X Preferred Stock and common stock owned by Anglo as its proxy.

The proxy is revocable at the option of Anglo.

Based on 196,180,503 shares of common stock outstanding as of March 22, 2021 and 26,227 shares of Series X Preferred Stock outstanding.

Each share of Series X Preferred Stock entitled the holder thereof to 20,000 votes per share and will vote together with the common stock, representing 524,540,000 votes.

Percent of Total Voting Power for each beneficial owner is derived by dividing (i) the sum of the common stock votes and number of votes that the Series X Preferred Stock owned by such beneficial owner is entitled by (ii) the Total Voting Power.

Beneficial ownership is determined in accordance with the rules of the SEC and includes general voting power and/or investment power with respect to securities.

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Because the calculation of each person’s beneficial ownership set forth in the “Percentage Class” column of the table may include shares that are not presently outstanding, the sum total of the percentages set forth in such column may exceed 100%.

Unless otherwise indicated, the address of each of the following persons is 7535 East Hampden Avenue, Suite 400, Denver, CO 80231, and, based upon information available or furnished to us, each such person has sole voting and investment power with respect to the shares set forth opposite his, her or its name.

Equity Compensation Plan Information

We have not established formal equity compensation arrangements for our directors.

Compensation payable to each individual for his or her service on our board of directors is determined from time to time by our board of directors based upon the amount of time expended and other contributions by each of the directors on our behalf.

On December 31, 2020, the Compensation Committee of the Board approved the Mitesco Inc.

2021 Omnibus Securities and Incentive Plan, or the “2021 Plan”.

The 2021 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights, performance stock awards, performance cash awards, and other stock-based awards, collectively, the “stock awards.” Stock awards may be granted under the 2021 Plan to our employees, directors and consultants.

Up to 25,000,000 shares of stock awards have been approved for issuance under the 2021 Plan.

Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Related Party Transactions

The following is a summary of transactions since January 1, 2019 and all currently proposed transactions, to which we have been a participant, in which:

the amounts exceeded or will exceed $120,000;

any of the directors, executive officers or holders of more than 5% of the respective capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest other than as set forth under “Item 11—Executive Compensation”.

On December 31, 2019, the Company issued a total of 26,227 shares of Series X Preferred Stock in settlement of various liabilities.

The shares of Series X Preferred Stock were issued as follows:

1,200 shares to Mr.

Ronald Riewold, issued in lieu of deferred compensation in the aggregate amount of $41,675.

2,000 shares to Mr.

Larry Diamond, issued in lieu of deferred compensation in the aggregate amount of $69,458.

2,000 shares to Ms.

Smith, issued in lieu of deferred compensation in the aggregate amount of $69,458.

2,884 shares to Mr.

James Crone, issued in lieu of deferred compensation in the aggregate amount of $100,158.

2,400 shares to Mr.

Louis Deluca, issued in lieu of deferred compensation in the aggregate amount of $83,350.

On December 31, 2020, the Company issued 2,151,204 shares of common stock as payment for dividends accrued on its Series X Preferred Stock in the amount of $65,568.

Of this amount, a total of 262,478 shares in the amount of $8,000 were issued to officers and directors;

1,025,514 shares in the amount of $31,528 were issued to a consultant;

and 863,212 shares in the amount of $26,310 were issued to non-related parties.

Director Independence

We do not have securities listed on a national securities exchange or in an inter-dealer quotation system.

As such, there is no requirement that a majority of the members of our Board of Directors be independent.

Our Board of Directors has determined that Ronald Riewold, Tom Brodmerkel, Juan Carlos Iturregui, and Faraz Naqvi are all “independent” as that term is defined under applicable SEC rules and regulations.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table presents fees billed for professional audit services rendered by M&K CPAS, PLLC, the Company’s current principal accounting firm for the audit of the Company’s annual financial statements for 2017, as well as any fees for previous independent audit firms associated with the Company for the reviews of the quarterly financial statements for 2019 and 2018.

The following table represents aggregate fees billed to the Company for the fiscal years ended December 31, 2020 and 2019 by RBSM, LLP, the Company’s current principal accountant as of June 1, 2020 and M&K CPAS, PLLC, the Company’s previous principal accountant.

Audit-related fees

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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following financial statements are included in this Annual Report on Form 10‑K for the fiscal years ended December 31, 2020 and 2019:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2020 and 2019

Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2020 and 2019

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2020 and 2019

Consolidated Statements of Cash Flows for the years ended December 31, 2020 and 2019

Notes to Consolidated Financial Statements

All financial statement schedules have been omitted as the required information is either inapplicable or included in the Consolidated Financial Statements or related notes.

The exhibits set forth in the accompanying exhibit index below are either filed as part of this report or are incorporated herein by reference:

Unless otherwise indicated, each of the following exhibits have been previously filed with the Securities and Exchange Commission by the Company under File No.

Incorporated by

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Certificate of Incorporation of Trunity Holdings, Inc., dated January 18, 2012.

Certificate of Ownership and Merger between Trunity Holdings, Inc.

Bylaws of Trunity Holdings, Inc., dated January 18, 2012.

Certificate of Ownership Merging between Trunity Holdings, Inc.

and Brain Tree International, Inc.

2 unchanged sentences

Certificate of Amendment to the Certificate of Incorporation of Trunity Holdings, Inc., dated December 24, 2015.

Bylaws of Trunity Holdings, Inc.

Certificate of Designations of Series X Preferred Stock

Certificate of Designations of Series A Preferred Stock

Spin-off and Asset Transfer Agreement dated as of December 31, 2015, by and among Trunity Holdings, Inc., Trunity, Inc., a Delaware corporation, and Trunity, Inc., a Florida corporation.

Securities Exchange Agreement dated as of December 9, 2015 by and among Trunity Holdings, Inc.

and the Members of Newco4Pharmacy, LLC.

Consulting Agreement dated as of December 1, 2015 by and between Trunity Holdings, Inc.

and Stephen Keaveney.

Securities Purchase Agreement dated as of November 5, 2014 by and between Trunity Holdings, Inc.

and Peak One Opportunity Fund, L.P.

Trunity Holdings, Inc.

Non-Qualified Stock Option Agreement dated as of December 13, 2013 by and between Arol Buntzman and Trunity Holdings, Inc.

Memorandum of Understanding Regarding Trunity Holdings, Inc.

and PIC Partners dated as of June 5, 2013 by and between Pan-African Investment Company and Trunity Holdings, Inc.

Indemnification Agreement dated May 30, 2013 between Trunity Holdings, Inc.

and Pan African Investment Company.

Voting Agreement dated June 5, 2013 by and among Trunity Holdings, Inc., Terry Anderton, RRM Ventures, LLC, Aureus Investments, LLC and Pan-African Investment Company, LLC.

Voting Agreement dated May 30, 2013 by and among Trunity Holdings, Inc., Terry Anderton, RRM Ventures, LLC, Aureus Investments, LLC and Pan-African Investment Company, LLC.

Investors Rights Agreement dated May 30, 2013 between Trunity Holdings, Inc.

and Pan African Investment Company.

Investors Rights Agreement dated June 5, 2013 between Trunity Holdings, Inc.

and Pan African Investment Company.

Subscription Agreement dated May 28, 2013 between Trunity Holdings, Inc.

and Pan African Investment Company.

Form of Indemnification Agreement between Trunity and its Directors.

License Agreement dated as of March 20, 2013, between Trunity and Educom Ltd.

Share Purchase Agreement dated as of March 20, 2013, between Trunity and InnSoluTech LLP.

Investment Project Contract dated as of March 20, 2013, among Trunity, InnSoluTech LLP and Educom Ltd.

Certificate of Designations of Series X Preferred Stock of True Nature Holding, Inc.

Form of Amended and Restated Certificate of Designations of Series A Preferred Stock of True Nature Holding, Inc.

Certificate of Amendment of the Certificate of Incorporation of True Nature Holding, Inc.

dated April 21, 2020.

Certificate of Amendment of Certificate of Incorporation, dated as of November 5, 2020, correcting December 24, 2015 Certificate of Amendment.

Bylaws of Mitesco, Inc., as amended, dated November 10, 2020.

Trunity Holdings, Inc.

2012 Employee, Director and Consultant Stock Option Plan.

Convertible Promissory Note issued by True Nature Holding, Inc.

on November 26, 2018 to Auctus Fund, LLC.

Convertible Promissory Note issued by True Nature Holding, Inc.

on December 19, 2018 to Crown Bridge Partners, LLC.

Convertible Promissory Note issued by True Nature Holding, Inc.

on January 2, 2019 to Power Up Lending Group Ltd.

Mitesco, Inc.

2021 Omnibus Securities and Incentive Plan (File No.

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended

Agreement and Plan of Merger, dated as of January 24, 2011 by and among Trunity Holdings, Inc., Trunity Acquisitions Corp.

4 unchanged sentences

and Trunity Holdings, Inc.

Convertible Promissory Note issued on November 9, 2018 to Power Up Lending Group Ltd.

Convertible Promissory Note issued on November 26, 2018 to Auctus Fund, LLC.

Convertible Promissory Note on issued December 19, 2018 to Crown Bridge Partners, LLC.

Convertible Promissory Note issued on January 2, 2019 to Power Up Lending Group Ltd.

Investment Project Contract dated as of March 18, 2013, among Trunity, Inc., InnSoluTech LLP and Educom Ltd.

Trunity Holdings, Inc.

2012 Employee, Director and Consultant Stock Option Plan.

License Agreement dated as of March 20, 2013, between Trunity, Inc.

and Educom Ltd.

Share Purchase Agreement dated as of March 20, 2013, between Trunity, Inc.

and InnSoluTech LLP.

Memorandum of Understanding Regarding Trunity Holdings, Inc.

and PIC Partners dated as of April 17, 2013 by and between Pan-African Investment Company and Trunity Holdings, Inc.

Subscription Agreement dated May 28, 2013 between Trunity Holdings, Inc.

and Pan African Investment Company.

Form of Indemnification Agreement between Trunity Holdings, Inc.

and its Directors.

Indemnification Agreement dated May 30, 2013 between Trunity Holdings, Inc.

Voting Agreement dated May 30, 2013 by and among Trunity Holdings, Inc., Terry Anderton, RRM Ventures, LLC, Aureus Investments, LLC and Pan-African Investment Company, LLC.

Investors Rights Agreement dated May 30, 2013 between Trunity Holdings, Inc.

and Pan African Investment Company.

Voting Agreement dated June 5, 2013 by and among Trunity Holdings, Inc., Terry Anderton, RRM Ventures, LLC, Aureus Investments, LLC and Pan-African Investment Company, LLC.

Investors Rights Agreement dated June 5, 2013 between Trunity Holdings, Inc.

and Pan African Investment Company.

Non-Qualified Stock Option Agreement dated as of December 23, 2013 by and between Arol Buntzman and Trunity Holdings, Inc.

Securities Purchase Agreement dated as of November 5, 2014 by and between Trunity Holdings, Inc.

and Peak One Opportunity Fund, L.P.

Consulting Agreement dated as of December 1, 2015 by and between Trunity Holdings, Inc.

and Stephen Keaveney.

Securities Exchange Agreement dated as of December 9, 2015 by and among Trunity Holdings, Inc.

and the Members of Newco4Pharmacy, LLC.

Spin-off and Asset Transfer Agreement dated as of December 31, 2015, by and among Trunity Holdings, Inc., Trunity, Inc., a Delaware corporation, and Trunity, Inc., a Florida corporation.

Asset Purchase Agreement, dated September 30, 2016, by and among True Nature Holding, Inc., P3 Compounding Of Georgia, LLC, and ICP Holdings, LLC

Consulting Agreement, dated June 8, 2017, by and between True Nature Holding, Inc.

and Resources Unlimited NW LLC.

Note Payable by True Nature Holding, Inc.

to Stephen Keaveney, dated July 10, 2017.

Convertible Promissory Note issued by True Nature Holding, Inc.

on July 5, 2018 to Power Up Lending Group Ltd.

Securities Purchase Agreement, dated July 5, 2018, by and between True Nature Holding, Inc.

and Power Up Lending Group Ltd.

Equity Financing Agreement, August 9, 2018, between True Nature Holding, Inc.

and GHS Investments, LLC.

Registration Rights Agreement, dated August 9, 2018 between True Nature Holding, Inc.

and GHS Investments, LLC

Convertible Promissory Note issued by True Nature Holding, Inc.

on September 18, 2018 to Power Up Lending Group Ltd.

Securities Purchase Agreement, dated September 18, 2018, by and between True Nature Holding, Inc.

and Power Up Lending Group Ltd.

Convertible Promissory Note issued by True Nature Holding, Inc.

on November 9, 2018 to Power Up Lending Group Ltd.

Securities Purchase Agreement, dated November 9, 2018, by and between True Nature Holding, Inc.

2 unchanged sentences

and Auctus Fund, LLC.

Common Stock Purchase Warrant issued by True Nature Holding, Inc.

on November 26, 2018 to Auctus Fund, LLC.

Securities Purchase Agreement, dated December 19, 2018, by and between True Nature Holding, Inc.

and Crown Bridge Partners, LLC.

Common Stock Purchase Warrant issued by True Nature Holding, Inc.

on December 19, 2018 to Crown Bridge Partners, LLC.

Securities Purchase Agreement, dated January 2, 2019, by and between True Nature Holding, Inc.

and Power Up Lending Group Ltd.

Common Stock Purchase Warrant issued on November 26, 2018 to Auctus Fund, LLC.

Common Stock Purchase Warrant issued on December 19, 2018 to Crown Bridge Partners, LLC.

Convertible Promissory Note issued on September 18, 2018 to Power Up Lending Group Ltd.

Securities Purchase Agreement, dated November 9, 2018, by and between True Nature Holding, Inc.

and Power Up Lending Group Ltd.

Equity Financing Agreement, dated July 20, 2018, between True Nature Holding, Inc.

and GHS Investments, LLC.

Registration Rights Agreement, dated July 20, 2018 between True Nature Holding, Inc.

and GHS Investments, LLC

Convertible Promissory Note issued on July 5, 2018 to Power Up Lending Group Ltd.

Securities Purchase Agreement, dated July 5, 2018, by and between True Nature Holding, Inc.

and Power Up Lending Group Ltd.

Note Payable by True Nature Holding, Inc.

to Stephen Keaveney, dated July 10, 2017.

Consulting Agreement, dated June 8, 2017, by and between True Nature Holding, Inc.

and Resources Unlimited NW LLC.

Asset Purchase Agreement, dated September 30, 2016, by and among True Nature Holding, Inc., P3 Compounding Of Georgia, LLC, and ICP Holdings, LLC

Directors Advisory Agreement dated as of December 26, 2019 by and between True Nature Holding Inc.

and its Board Members

Senior Executive Employment Agreement effective as of October 1, 2019, between True Nature Holding Inc.

Senior Executive Employment Agreement effective as of October 8, 2019, between True Nature Holding Inc.

and Lawrence Diamond

Asset Purchase Agreement dates as of March 2, 2020 by and among My Care, LLC and True Nature Holding, Inc.

Code of Ethics.

Lawrence Diamond

Senior Executive Employment Agreement effective as of November 4, 2019, between True Nature Holding Inc.

Form of Board of Directors Advisory Agreement, dated as of December 26, 2019, by and between True Nature Holding Inc.

and its Board Members

Asset Purchase Agreement, dated as of March 2, 2020, by and among My Care, LLC and True Nature Holding, Inc.

Convertible Redeemable Promissory Note issued by True Nature Holding, Inc.

on April 8, 2020 to Eagle Equities, LLC.

Securities Purchase Agreement, dated April 8, 2020, by and between True Nature Holding, Inc.

and Eagle Equities, LLC.

Promissory Note issued by Bank of America, NA on April 25, 2020 to True Nature Holding, Inc.

Board of Directors Advisory Agreement, dated June 1, 2020, between Mitesco, Inc.

and Faraz Paqvi.

Convertible Redeemable Note, dated July 1, 2020, between Mitesco, Inc.

and Eagle Equities, LLC Inc.

Securities Purchase Agreement, dated July 1, 2020, between Mitesco, Inc.

and Eagle Equities, LLC.

Consulting Advisor Agreement, dated July 8, 2020, between Mitesco, Inc.

and Michael Loiacono.

Board of Directors Advisory Agreement, dated August 1, 2020, between Mitesco, Inc.

and Juan Carlos Iturregui.

Securities Purchase Agreement, dated August 20, 2020, between Mitesco, Inc.

and Eagle Equities, Inc.

Convertible Redeemable Promissory Note, dated August 20, 2020, between Mitesco, Inc.

and Eagle Equities Inc.

Securities Purchase Agreement, dated September 30, 2020, between Mitesco, Inc.

and Eagle Equities, Inc.

Convertible Redeemable Promissory Note, dated September 30, 2020, between Mitesco, Inc.

and Eagle Equities Inc.

Form of lease agreement between The Good Clinic, LLC, and LMC NE Minneapolis Holdings, LLC, dated October 19, 2020.

Securities Purchase Agreement, dated October 29, 2020, between Mitesco, Inc.

and Eagle Equities, Inc.

Convertible Redeemable Promissory Note, dated October 29, 2020, between Mitesco, Inc.

and Eagle Equities Inc.

Securities Purchase Agreement, dated December 9, 2020 between Mitesco, Inc.

and Eagle Equities, Inc.

Convertible Redeemable Promissory Note, dated December 9, 2020, between Mitesco, Inc.

and Eagle Equities Inc.

Employment Agreement by and between Phillip Keller and Mitesco, Inc., dated as of March 17, 2021.

Subsidiaries of the Registrant

Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).

Certification by the Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).

Certification by the Principal Executive Officer pursuant to 18 U.S.C.

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

Certification by the Principal Financial Officer pursuant to 18 U.S.C.

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

Consent of RBSM LLP

Consent of M&K CPAS, PLLC

Certification by the Principal Executive Officer of the Registrant pursuant to Rule 13a-14(a) or Rule 15d-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 by the Principal Financial Officer of the Registrant pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of

Certification by the Principal Executive Officer and Principal Financial Officer of the Registrant pursuant to 18 U.S.C.

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

Certification by the Principal Financial Officer of the Registrant pursuant to 18 U.S.C.

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

XBRL Instance Document

4 unchanged sentences

XBRL Taxonomy Extension Presentation Linkbase Document

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.

TRUE NATURE HOLDING, INC.

* Management contract or compensatory plan or arrangement required to be identified pursuant to Item 15(a)(3) of this report.

FORM 10-K SUMMARY

Not applicable.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K for the fiscal year ended December 31, 2020 to be signed on its behalf by the undersigned, thereunto duly authorized.

MITESCO, INC.

F/K/A TRUE NATURE HOLDING, INC.

March 24, 2021

1 unchanged sentence

Larry Diamond

Chief Executive Officer, Interim Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Chief Executive Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed by the following persons on behalf of the Registrant, Mitesco, Inc., and in the capacities and on the dates indicated.

Signature and Title

/s/ Larry Diamond

March 24, 2021

President, Chief Operating Officer, and Director

Larry Diamond

Chief Executive Officer and Director

(Principal Executive Officer)

/s/ Phillip J.

March 24, 2021

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

/s/ Ronald Riewold

5 unchanged sentences

Thomas Brodmerkel

/s/ Faraz Naqvi

March 24, 2021

/s/ Juan Carlos Iturregui

March 24, 2021

Juan Carlos Iturregui

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