What changed in this filing

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Item 1. Financial Statements

2023-10-04 compared with 2022-11-14 · 1139 added, 1057 removed, 249 unchanged (90% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

Current assets

3 unchanged sentences

Total current assets

Right to use operating leases, net

Construction in progress

Fixed assets, net of accumulated depreciation of $ 0.8 million and $ 19,600

Right to use assets, net

Fixed assets, net of accumulated depreciation of $ 45,000 and $ .06 million

LIABILITIES AND (DEFICIENCY IN) STOCKHOLDERS' EQUITY

2 unchanged sentences

Accrued interest

Accrued interest - related parties

Derivative liabilities

Lease liability - operating leases, current

Notes payable, net of discounts of $ 1.6 million and $ 0.4 million

Notes payable, net of discounts of $ 0 and $ 0.4 million

Notes payable - related parties, net of discounts of $ 8,000 and $ 0.3 million

SBA Loan Payable

1 unchanged sentence

Preferred stock dividends payable

Preferred stock dividends payable - related parties

Total current liabilities

2 unchanged sentences

Commitments and contingencies

Stockholders' equity (deficit)

Stockholders' deficit

Preferred stock, $0.01 par value, 100,000,000 shares authorized;

2 unchanged sentences

10,000,000 shares designated Series D;

and 400,000 shares designated Series X:

Preferred stock, Series A, $ 0.01 par value, 0 and 4,800 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively

Preferred stock, Series C, $ 0.01 par value, 1,038,708 and 940,644 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively

Preferred stock, Series D, $ 0.01 par value, 3,100,000 and 3,100,000 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively

Preferred stock, Series X, $ 0.01 par value, 24,227 shares issued and outstanding at September 30, 2022 and December 31, 2021

27,324 shares designated Series X;

10,000 designated Series E;

and 140,000 designated Series F.

Preferred stock, Series A, $ 0.01 par value, 0 shares issued and outstanding as of March 31, 2023 and December 31, 2022

Preferred stock, Series C, $ 0.01 par value, 1,047,619 shares issued and outstanding as of March 31, 2023 and December 31, 2022

Preferred stock, Series D, $ 0.01 par value, 3,100,000 shares issued and outstanding as of March 31, 2023 and December 31, 2022

Preferred stock, Series X, $ 0.01 par value, 24,227 shares issued and outstanding at March 31, 2023 and December 31, 2022

Common stock subscribed

Common stock, $ 0.01 par value, 500,000,000 shares authorized, 226,491,519 and 213,333,170 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively

Common stock, $ 0.01 par value, 500,000,000 shares authorized, 4,995,573 and 4,630,372 shares issued and outstanding as of March 31, 2023 and December 31 2022, respectively

Additional paid-in capital

Accumulated deficit

Total stockholders' equity (deficit)

Total liabilities and stockholders' equity (deficit)

Total stockholders' deficit

Total liabilities and stockholders' deficit

See accompanying notes to these unaudited condensed consolidated financial statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three

September 30,

For the Three Months

Revenue-services

7 unchanged sentences

General and administrative

Impairment of fixed assets

Total operating expenses

2 unchanged sentences

Interest expense

Loss on legal settlement

(Loss) Gain on waiver and commitment fee shares

Interest expense - related parties

Gain on termination of operating lease

Gain on waiver and commitment fee shares

Gain on settlement of accrued salary

(Loss) Gain on settlement of accounts payable

Gain on settlement of notes payable

Loss on revaluation of derivative liabilities

(Loss) Gain on revaluation of derivative liabilities

Total other expense

2 unchanged sentences

Preferred stock dividends

Preferred stock deemed dividends

Preferred stock dividends - related parties

Net loss available to common shareholders

3 unchanged sentences

MITESCO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS ’ EQUITY (DEFICIT)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 and 2021

Preferred Stock Series A

Preferred Stock Series C

Preferred Stock Series D

Preferred Stock Series X

Balance, June 30, 2022

Vesting of common stock issued to employees

Vesting of stock options issued to employees

Shares issued for services

Commitment fee shares

Warrants issued with notes payable - Insiders

Series C Preferred Stock adjusted for prior conversions

Preferred stock dividends

Loss for the period ended September 30, 2022

Balance, September 30, 2022

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS ’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2023 and 2022

Preferred Stock

Paid-in capital

Balance, December 31, 2021

4 unchanged sentences

Waiver fee shares

Shares issued for services

Warrants issued with note payable - Diamond 1

1 unchanged sentence

Gain on settlement of accrued payroll

Series C Preferred Stock adjusted for prior conversions

Issuance of shares previously subscribed for conversion of accounts payable

Warrants issued with notes payable - Insiders

Shares issued for Series X dividends

Preferred stock dividends

Loss for the nine months ended September 30, 2022

Balance, September 30, 2022

MITESCO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS ’ EQUITY (DEFICIT)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 and 2021

Preferred Stock Series A

Preferred Stock Series C

Preferred Stock Series D

Preferred Stock Series X

Balance, June 30, 2021

Vesting of common stock issued to employees

Vesting of stock options issued to employees

Stock options exercised for cash

Exercise of options by cashless conversion

Cash paid for common stock subscribed

Common stock subscribed for accounts payable and accrued liabilities

Shares of common stock issued for conversion of Preferred Stock Series C

Preferred stock dividends

Loss for the period ended September 30, 2021

Balance, September 30, 2021

Loss for the three months ended March 31, 2022

Balance, March 31, 2022

Balance, December 31, 2022

Vesting of common stock issued to employees

Shares issued for conversion of note payable

Vesting of stock options issued to employees

Stock options exercised for cash

Exercise of options by cashless conversion

Shares issued for exercise of stock options

Common stock issued for services

Common stock issued for conversion of notes payable and accrued interest

Sale of common stock in private placement

Sale of Preferred Stock Series C

Warrants issued with Preferred Stock Series C

Conversion of Preferred Stock Series A to common stock

Net shares issued in connection with settlement agreement

Cash paid for common stock subscribed

Common stock subscribed for accounts payable and accrued liabilities

Shares of common stock issued for conversion of Preferred Stock Series C

Deemed dividend on conversion of Preferred Stock Series A to common stock

Deemed dividend on Preferred Stock Series C

Issuance of common stock to service providers

Preferred stock dividends

Loss for the period ended September 30, 2021

Balance, September 30, 2021

Shares issued for Series X dividends

Loss for the three months ended March 31, 2023

Balance, March 31, 2023

See accompanying notes to these unaudited condensed consolidated financial statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

September 30,

For the Three Months

CASH FLOWS FROM OPERATING ACTIVITIES

Adjustments to reconcile net loss to net cash used in operating activities:

Impairment of assets

Gain on lease termination

Penalties on notes payable

Amortization of right-to-use asset

Net gain on settlement of notes payable

Financing cost - waiver fee shares

Gain on waiver fee shares

Loss on commitment shares

Gain on conversion of accrued salary

2 unchanged sentences

Amortization of discount on notes payable

Amortization of discount on notes payable - related parties

Share-based compensation

4 unchanged sentences

Operating lease liability, net

Other current liabilities

Accrued interest

Accrued interest - related parties

Net cash used in operating activities

3 unchanged sentences

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from private placement of common stock

Proceeds from sales of Series C Preferred Stock, net of fees

Proceeds from sale of common stock

Proceeds from notes payable - related parties, net of discounts

Proceeds from notes payable, net of discounts

Principal payments on notes payable related parties

Principal payments on notes payable

Net cash provided by financing activities

Net increase in cash and cash equivalents

Net decrease in cash and cash equivalents

Cash and cash equivalents at beginning of period

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

September 30,

For the Three Months

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

1 unchanged sentence

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Stock issued for conversion of debt and accrued interest

Settlement of derivative liabilities

Discount on notes payable due to derivative liabilities

Stock issued for common stock subscribed

Preferred stock dividend

Deemed dividends on Preferred Stock

Conversion of Series A Preferred stock to common stock

Conversion of Series C Preferred stock to common stock

Adjustment of Series C Preferred stock to common stock

Conversion of accounts payable to common stock

Conversion of accrued payroll to common stock

Conversion of accounts payable to common stock subscribed

Capital expenditures included in accounts payable

Increase in capital expenditures included in accounts payable

See accompanying notes to these unaudited condensed consolidated financial statements.

MITESCO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022 AND 2021

Note 1 – Description of Business

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023 AND 2022

Description of Business

Company Overview

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(the “Company,” “we,” “us,” or “our”) was formed in the state of Delaware on January 18, 2012.

On December 9, 2015, the Company restructured its operations and acquired Newco4pharmacy, LLC, a development stage company which sought to acquire compounding pharmacy businesses.

As a part of the restructuring, the Company completed a “spin out” of its former business line.

On April 24, 2020, the Company changed its name to Mitesco, Inc.

Since 2020, the Company’s operations have focused on establishing medical clinics utilizing nurse practitioners under The Good Clinic name and development and acquisition of telemedicine technology.

In March of 2020, the Company formed a wholly owned subsidiary, The Good Clinic LLC, a Colorado limited liability company for its clinic business.

The Company opened its first The Good Clinic in Minneapolis, Minnesota in the first quarter of 2021 and have six operating at the time of this filing.

The Company intends on opening up to 50 new clinics in the next three years, in addition to any existing sites it might acquire.

N ote 2 - Financial Condition, Going Concern and Management Plans

On November 19, 2021, the Company closed a bridge financing round totaling $ 3.1 million of a Series D preferred stock sold to investors in a private placement.

Each Series D Unit will have a purchase price of $ 1.00 per Unit, with each Unit consisting of (a) one share of a newly formed Series D Convertible Preferred Stock, par value $ 0.01 per share (the “Series D Preferred Stock”), (b) one warrant (the “Series A Warrants”) to purchase 2.1 shares of the Company’s Common Stock at a purchase price of $0.50 per whole share of Common Stock, and (c) one warrant (the “Series B Warrants” and together with the Series A Warrants, the “Warrants”) to purchase 2.1 shares of Common Stock at a purchase price of $0.75 per whole share .

Pursuant to the Certificate of Designations, Preferences and Rights of the Series D Convertible Preferred Stock of the Company, Inc., filed with the Secretary of State of the State of Delaware on October 18, 2021 (the “COD”), there are 10,000,000 shares of the Company’s preferred stock that have been designated as the Series D Preferred Stock and each share of the Series D Preferred Stock is convertible at the option of the holder thereof, or automatically upon the request of the Company’s underwriters that the Series D Preferred Stock convert to shares of Common Stock or upon listing of the Company’s Common Stock on a national securities exchange.

The number of shares of Common Stock issuable upon the conversion of each share of Series D Preferred Stock is calculated by dividing the Conversion Amount (defined in the COD as the Stated Value, $ 1.05 per share, plus accrued and unpaid dividends) by the $ 0.25 conversion price (the “Conversion Price”).

On November 11, 2021, the Company filed a registration statement on form S-1 in connection with a planned up-list to a national exchange, and on August 3, 2022 the Company filed its fourth amendment to the S-1.

As of the date of this filing, the Company has closed on $ 3,100,000 of its Series D Preferred stock.

To achieve its growth strategy, the Company will need to raise additional financing prior to up listing on Nasdaq.

The Company will not proceed with this offering in the event its Common Stock is not approved for listing on the Nasdaq Capital Market though it will continue to seek financing for its expansion and operating needs in the debt or equity markets.

Between December 30, 2021 through the date of this filing, the Company has entered into a total $ 6.6 million face amount of promissory notes for cash proceeds of $ 5.6 million with certain related parties and other note holders.

These notes have been used to fund 2022 operations to date.

The Company entered into a debt-for-equity exchange agreement with Gardner Builders Holdings, LLC (the “Creditor”) on January 7, 2022 (the “Agreement”).

Pursuant to the Agreement, the Company issued shares of restricted common stock, par value $ 0.01 per share, of MITI (the “Restricted Shares”) to the Creditor in exchange for the Company Debt Obligations, as defined below.

The Agreement settled certain accounts payable amounts owed by the Company to the Creditor (the “Accounts Payable Amount”) as well as amounts that became due between the date of the Agreement and April 1, 2022.

The Agreement also settled incurred interest and penalties on the amounts due through January 5, 2022, as well as interest payments on amounts incurred in the first quarter of 2022 (collectively, the “Additional Costs”, and combined with the Accounts Payable Amount, the “Company Debt Obligations”).

The Accounts Payable Amount was $ 500,000 , the Additional Costs was $ 294,913 and the conversion price was $ 0.25 .

As a result, 3,179,650 Restricted Shares were authorized to be issued.

As of September 30, 2022, the Company had cash and cash equivalents of $ 6,000 , current liabilities of $ 14.4 million, and has incurred a loss from operations.

The Company intends to a) develop and own primary care clinics operated by nurse practitioners, b) develop and acquire telemedical technologies, and c) evaluate other healthcare related opportunities.

On December 9, 2015, we restructured our operations and acquired Newco4pharmacy, LLC, a development stage company which sought to acquire compounding pharmacy businesses.

As a part of the restructuring, we completed a “spin out” of our former business line.

On April 24, 2020, we changed our name to Mitesco, Inc.

We are a holding company with current operating plans to participate in the healthcare industry through the development of healthcare services, and with a view toward additional services and technology that may find a ready market in the healthcare industry.

During early 2022 we continued on our plan to open primary care clinics around the United States in select markets, utilizing the experience, expertise, and training of licensed, advanced degreed nurse practitioners (“Nurse Practitioners”).

During 2022 our clinics provided complete primary care, as well as a limited set of offerings addressing more specific needs for the general public.

The medical practice focuses on whole person health and prevention.

During late 2022 we decided to close our clinics due to a lack of funding for their operations and growth plans.

We have always had a view toward additional healthcare technology and services offerings and are committing more time to that effort going forward.

We have a number of near-term opportunities that we hope to pursue, assuming the capital markets make sufficient funding available at reasonable rates.

Our operations are subject to comprehensive federal, state, and local laws and regulations in the jurisdictions in which it does business.

There also continues to be a heightened level of review and/or audit by federal and state regulators of the health and related benefits industry’s business and reporting practices.

As of the date of this filing, we are not subject to any actual or anticipated regulatory reviews or audits relating to our operations.

The laws and rules governing our businesses and interpretations of those laws and rules continue to evolve each year and are subject to frequent change.

The application of these complex legal and regulatory requirements to the detailed operation of our businesses creates areas of uncertainty.

Further, there are numerous proposed health care, financial services and other laws and regulations at the federal and state level some of which could adversely affect our businesses if they are enacted.

We cannot predict whether pending or future federal or state legislation will have an adverse effect on our business.

We can give no assurance that the businesses, financial condition, operating results and/or cash flows will not be materially adversely affected, or that we will not be required to materially change its business practices, based on:

(i) future enactment of new health care or other laws or regulations;

(ii) the interpretation or application of existing laws or regulations, including the laws and regulations described in this Government Regulation section, as they may relate to one or more of our businesses, one or more of the industries in which we compete and/or the health care industry generally;

(iii) our pending or future federal or state governmental investigations.

Reverse Stock Split

On December 12, 2022, our board of directors approved the filing of a certificate of amendment to our amended and restated certificate of incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to affect the one-for-fifty.

The Amendment became effective at 5:00 p.m.

Eastern Time on December 12, 2022.

Pursuant to the Amendment, at the effective time of the Amendment, every fifty (50) shares of our issued and outstanding common stock was automatically combined into one (1) issued and outstanding share of common stock The Reverse Stock Split affected all shares of our common stock outstanding immediately prior to the effective time of the Amendment.

No fractional shares were issued as a result of the Reverse Stock Split.

Stockholders of record who would otherwise be entitled to receive a fractional share received a full share thereof.

As a result of the Reverse Stock Split, proportionate adjustments were made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all stock options and warrants issued by us and outstanding immediately prior to the effective time of the Amendment, which resulted in a proportionate decrease in the number of shares of our common stock reserved for issuance upon exercise or vesting of such stock options and warrants and a proportionate increase in the exercise price of all such stock options and warrants.

In addition, the number of shares reserved for issuance under our equity compensation plans immediately prior to the effective time of the Amendment were reduced proportionately.

All share and per share amounts of common stock presented in this Quarterly Report on Form 10-Q have been retroactively adjusted to reflect the Reverse Stock Split.

Financial Condition, Going Concern and Management Plans

As of March 31, 2023, the Company had cash and cash equivalents of approximately $ 300 , current liabilities of $ 20.4 million, and has incurred significant losses from the previous clinic operations.

Our strategy is to acquire healthcare technology and service businesses that have a unique positioning that gives them a differentiated competitive advantage in the market that improves patients’ experience and outcomes and reduces healthcare costs as compared to other available treatments and solution.

As previously noted, we made a strategic decision to reduce our capital needs by closing our clinic operations in the fourth quarter of 2022 and releasing a significant portion of our staff.

As we redevelop our new strategy for lower cost operations, we expect to focus on acquisition of existing healthcare technology and services businesses.

The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding to execute its business plan.

Effective December 8, 2022, we closed all of our clinic locations due to a lack of funding.

Subsequent to that date we have lost possession of all clinic locations.

Due to difficulty in securing financing, we are uncertain of when or even if we will be able to resume operations at any clinic location.

As a result of these factors, there is substantial doubt about the ability of the Company to continue as a going concern for one year from the date the financial statements are issued.

The Company’s continuance is dependent on raising capital and generating revenues sufficient to sustain operations.

The Company believes that the necessary capital will be raised and has entered discussions to do so with certain individuals and companies.

However, as of the date of these condensed consolidated financial statements, no formal agreement exists.

The accompanying condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts classified as liabilities that might be necessary should the Company be forced to take any such actions.

During March 2020, in response to the COVID-19 crisis, the federal government announced plans to offer loans to small businesses in various forms, including the Payroll Protection Program, or “PPP”, established as part of the Corona Virus Aid, Relief and Economic Security Act (“CARES Act”) and administered by the U.S.

Small Business Administration.

On April 25, 2020, the Company entered an unsecured Promissory Note with Bank of America for a loan in the original principal amount of approximately $ 460,400 , and the Company received the full amount of the loan proceeds on May 4, 2020.

The September 30, 2022 balance, including accrued interest, was approximately $ 471,500 .

COVID -19 Impact

The Company has had some impact on its operations because of the effects of the COVID-19 pandemic, primarily with accessibility to staffing, consultants and in the capital markets, and it is adjusting as needed within its available resources.

The Company will continue to assess the effect of the pandemic on its operations.

The extent to which the COVID-19 pandemic will continue to impact the Company’s business and operations will depend on future developments that are highly uncertain and cannot be predicted with confidence, such as the ultimate geographic spread of the disease, the duration of the outbreak, the duration and effect of possible business disruptions and the short-term effects and ultimate effectiveness of the travel restrictions, quarantines, social distancing requirements and business closures in the United States and other countries to contain and treat the disease.

While the potential economic impact brought by, and the duration of, COVID-19 may be difficult to assess or predict, a widespread pandemic could result in significant disruption of global financial markets, reducing the Company’s ability to access capital, which could in the future negatively affect the Company’s liquidity.

In addition, a recession or market correction resulting from the spread of COVID-19 could materially affect the Company’s business and the value of its securities.

Note 3 – Basis of Presentation and Summary of Significant Accounting Policies

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S.

GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”) and on the same basis as the Company prepares its annual audited consolidated financial statements.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of such interim results.

The results for the condensed consolidated statement of operations are not necessarily indicative of results to be expected for the year ending December 31, 2022 or for any future interim period.

The condensed consolidated balance sheet at September 30, 2022 has been derived from unaudited financial statements;

however, it does not include all of the information and notes required by U.S.

GAAP for complete financial statements.

The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2021 and notes thereto included in the Company’s annual report on Form 10-K filed on April 5, 2022.

Principles of Consolidation – The accompanying condensed consolidated financial statements include the accounts of Mitesco, Inc., and its wholly owned subsidiaries MitescoNA, LLC, The Good Clinic, LLC, and Acelerar Healthcare Holdings, LTD.

In addition, we manage two entities under a variable interest entity arrangement and have control over the operating activities of these legal entities in which we do not maintain a controlling ownership interest but over which we will have direct influence over the operations and are the primary beneficiary.

However, as of the date of these consolidated financial statements, no formal agreement exists.

The accompanying unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts classified as liabilities that might be necessary should the Company be forced to take any such actions.

The COVID-19 pandemic, decades-high inflation and concerns about an economic recession in the United States or other major markets has resulted in, among other things, volatility in the capital markets that may have the effect of reducing the Company’s ability to access capital, which could in the future negatively affect the Company’s liquidity.

In addition, a recession or market correction due to these factors could materially affect the Company’s business and the value of its common stock.

Summary of Significant Accounting Policies

In addition, we anticipate that we will rely on the operating activities of certain legal entities in which we will not maintain a controlling ownership interest but over which we will have indirect influence and of which we will be considered the primary beneficiary.

We expect that these entities will typically be subject to nominee ownership and transfer restriction agreements that effectively transfer the majority of the economic risks and rewards of their ownership to the Company.

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Therefore, the determination of estimates requires the exercise of judgment.

Cash - The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents.

The Company had cash and cash equivalents of approximately $ 6,000 as of September 30, 2022, and $ 1.2 million as of December 31, 2021.

Property, Plant, and Equipment - Property and equipment is recorded at the lower of cost or estimated net recoverable amount and is depreciated using the straight-line method over its estimated useful life.

Property acquired in a business combination is recorded at estimated initial fair value.

Property, plant, and equipment are depreciated using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term based upon the following life expectancy:

Office equipment

Furniture & fixtures

Machinery & equipment

Leasehold improvements

Term of lease

Revenue Recognition – On January 1, 2018, the Company adopted the new revenue recognition accounting standard issued by the Financial Accounting Standards Board (“FASB”) and codified in the ASC as Topic 606 (“ASC 606”).

The revenue recognition standard in ASC 606 outlines a single comprehensive model for recognizing revenue as performance obligations, defined in a contract with a customer as goods or services transferred to the customer in exchange for consideration, are satisfied.

The standard also requires expanded disclosures regarding the Company’s revenue recognition policies and significant judgments employed in the determination of revenue.

The Company applied the modified retrospective approach to all contracts when adopting ASC 606.

As a result, at the adoption of ASC 606 what was previously classified as the provision for bad debts in the statement of operations is now reflected as implicit price concessions (as defined in ASC 606).

For changes in credit issues not assessed at the date of service, the Company will prospectively recognize those amounts in other operating expenses on the statement of operations.

For periods prior to the adoption of ASC 606, the provision for bad debts has been presented consistent with the previous revenue recognition standards that required it to be presented separately as a component of net operating revenues.

Our revenues generally relate to net patient fees received from various payers and patients themselves under contracts in which our performance obligations are to provide services to the patients.

Revenues are recorded during the period our obligations to provide services are satisfied.

The contractual relationships with patients, in most cases, also involve a third-party payer (Medicare, Medicaid, managed care health plans and commercial insurance companies, including plans offered through the health insurance exchanges) and the transaction prices for the services provided are dependent upon the terms provided by (Medicare and Medicaid) or negotiated with (managed care health plans and commercial insurance companies) the third-party payers.

The payment arrangements with third-party payers for the services we provide to the related patients typically specify payments at amounts less than our standard charges and generally provide for payments based upon predetermined rates for services or discounted fee-for-service rates.

Management continually reviews the contractual estimation process to consider and incorporate updates to laws and regulations and the frequent changes in managed care contractual terms resulting from contract renegotiations and renewals.

Stock-Based Compensation - We recognize the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services.

Share-based compensation cost for stock options is estimated at the grant date based on each option’s fair-value as calculated by the Black-Scholes-Merton (“BSM”) option-pricing model.

Share-based compensation arrangements may include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans.

Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant.

Equity instruments issued to those other than employees are recognized pursuant to FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718):

Improvements to Nonemployee Share-Based Payment Accounting.

This ASU relates to the accounting for non-employee share-based payments.

The amendment in this update expands the scope of Topic 718 to include all share-based payment transactions in which a grantor acquired goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards.

The ASU excludes share-based payment awards that relate to:

(1) financing to the issuer;

or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts from Customers.

The share-based payments are to be measured at grant-date fair value of the equity instruments that the entity is obligated to issue when the goods or service has been delivered or rendered and all other conditions necessary to earn the right to benefit from the equity instruments have been satisfied.

This standard became effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year.

We adopted the provisions of this ASU on January 1, 2019.

The adoption had no impact on our results of operations, cash flows, or financial condition.

Convertible Instruments -The Company reviews the terms of convertible debt and equity instruments to determine whether there are conversion features or embedded derivative instruments including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument.

In circumstances where the convertible instrument contains more than one embedded derivative instrument, including conversion options that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single compound instrument.

Also, in connection with the sale of convertible debt and equity instruments, the Company may issue free standing warrants that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity.

When convertible debt or equity instruments contain embedded derivative instruments that are to be bifurcated and accounted for separately, the total proceeds allocated to the convertible host instruments are first allocated to the fair value of the bifurcated derivative instrument.

The remaining proceeds, if any, are then allocated to the convertible instruments themselves, usually resulting in those instruments being recorded at a discount from their face amount.

When the Company issues debt securities, which bear interest at rates that are lower than market rates, the Company recognizes a discount, which is offset against the carrying value of the debt.

Such discount from the face value of the debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to income.

In addition, certain conversion features are recognized as beneficial conversion features to the extent the conversion price as defined in the convertible note is less than the closing stock price on the issuance of the convertible notes.

Common Stock Purchase Warrants- The Company accounts for common stock purchase warrants in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, Accounting for Derivative Instruments and Hedging Activities.

As is consistent with its handling of stock compensation and embedded derivative instruments, the Company’s cost for stock warrants is estimated at the grant date based on each warrant’s fair-value as calculated by the Black Sholes option-pricing model value method for valuing the impact of the expense associated with these warrants.

Stockholders ’ Equity- Shares of common stock issued for other than cash have been assigned amounts equivalent to the fair value of the service or assets received in exchange.

Per Share Data- Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the year.

Diluted loss per share is computed by dividing net loss by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to warrants, options, and convertible instruments.

Financial Instruments and Fair Values- The fair value of a financial instrument represents the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

Fair value estimates are made at a specific point in time, based upon relevant market information about the financial instrument.

In determining fair value, we use various valuation methodologies and prioritize the use of observable inputs.

We assess the inputs used to measure fair value using a three-tier hierarchy based on the extent to which inputs used in measuring fair value are observable in the market:

Level 1 – inputs include exchange quoted prices for identical instruments and are the most observable.

Level 2 – inputs include brokered and/or quoted prices for similar assets and observable inputs such as interest rates.

Level 3 – inputs include data not observable in the market and reflect management judgment about the assumptions market participants would use in pricing the asset or liability.

The use of observable and unobservable inputs and their significance in measuring fair value are reflected in our hierarchy assessment.

The carrying amount of cash, prepaid assets, accounts payable and accrued liabilities approximate fair value due to the short-term maturities of these instruments.

Because cash and cash equivalents are readily liquidated, management classifies these values as Level 1.

The fair value of the derivative liabilities approximates their book value as the instruments are short-term in nature and contain market rates of interest.

Because there is no ready market or observable transactions, management classifies the derivative liabilities as Level 3.

Significant Accounting Policies

There have been no material changes in the Company’s significant accounting policies from those previously disclosed in the 2022 Annual Report.

New Accounting Standards

1 unchanged sentence

Unless otherwise discussed, the Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on its financial position or results of operations upon adoption.

Recent Accounting Standards Not Yet Adopted

In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)”.

This ASU reduces the number of accounting models for convertible debt instruments and convertible Preferred Stock.

As well as amend the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions.

In addition, this ASU improves and amends the related EPS guidance.

This standard is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.

Adoption is either a modified retrospective method or a fully retrospective method of transition.

We are currently assessing the impact the new guidance will have on our condensed consolidated financial statements.

There are various other updates recently issued, most of which represent technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

Note 4 – Net Loss Per Share Applicable to Common Shareholders

Net Loss Per Share Applicable to Common Shareholders

Net Loss per Share Applicable to Common Stockholders

1 unchanged sentence

Diluted loss per common share is computed similarly to basic loss per common share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock.

The following table sets forth the computation of loss per share for the three and nine months ended September 30, 2022, and 2021, respectively:

The following table sets forth the computation of loss per share for the three months ended March 31, 2023, and 2022, respectively:

For the Three Months Ended

For the Six Months Ended

September 30,

Net loss applicable to common shareholders

3 unchanged sentences

The Company excluded all common equivalent shares outstanding for warrants, options, and convertible instruments to purchase common stock from the calculation of diluted net loss per share because all such securities are antidilutive for the periods presented.

As of September 30, 2022, and 2021, the following shares were issuable and excluded from the calculation of diluted loss:

September 30,

As of March 31, 2023, and 2022, the following shares were issuable and excluded from the calculation of diluted loss:

For the Years Ended

Common stock options

Common stock purchase warrants

Convertible Preferred Stock Series C

Convertible Preferred Stock Series D

Convertible Preferred Stock

Accrued interest on Preferred Stock

Potentially dilutive securities

Note 5 – Related Party Transactions

For the nine months ended September 30, 2022:

Mitesco, Inc.

(the “Company”) issued a 10% Promissory Note due, as extended, November 30, 2022, dated December 30, 2021, to the Michael C.

Howe Living Trust (“Howe Note 1”) (the “Lender”).

Howe is the Chief Executive Officer of the Good Clinic LLC, one of our subsidiaries.

The principal amount of the Howe Note 1 is $ 1,000,000 , carries a 10 % interest rate per annum, payable in monthly installments, and had a maturity date, as extended, that is the earlier of (i) November 30, 2022, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE .

The purchase price of the Howe Note 1 payable to the Company for the Howe Note 1 was $ 850,000 and was funded on December 30, 2021.

An original issue discount in the amount of $ 150,000 was recorded.

In addition, the Lender was issued (i) 2,100,000 5 -year warrants at a price of $ 0.50 with a fair value of $ 261,568 that may be exercised on substantially the same terms as the Series A warrant issued in connection with our Series D Convertible Preferred Stock and (ii) 96,471 shares of Common Stock as commitment shares.

The amount payable at maturity will be $1,000,000 plus 10% of that amount plus any accrued and unpaid interest.

Following an event of default, as defined in the note, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The Howe Note 1 contains a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security, which the Lender reasonably believes contains a term that is more favorable than those in the note, the Company shall notify the Lender of such term, and such term, at the option of the Lender, shall become a part of the note.

At September 30, 2022, the principal balance of this note was $ 1,000,000 ;

$ 150,000 of the original issue discount was amortized to interest expense during the nine months ended September 30, 2022, and the remaining original issue discount at September 30, 2022 was $ 0 .

The Company issued a 10% Promissory Note due, as extended, November 30, 2022, dated February 14, 2022 (the “Diamond Note 1”), to Lawrence Diamond (the “Lender”).

Related Party Transactions

For the three months ended March 31, 2023:

During the three months ended March 31, 2023, the Company accrued dividends on its Series X Preferred Stock in the total amount of $ 15,141 .

Of this amount, a total of $ 2,000 was payable to officers and directors, $ 7,814 was payable to a related party shareholder, and $ 5,327 was payable to non-related parties.

On March 31, 2023, the Company issued a total of 8,063 shares of common stock for accrued dividends on its Series X Preferred Stock.

Of this amount, a total of 1,066 shares were issued to officers and directors, 4,160 were issued to a related party shareholder, and 2,837 were issued to no-related parties.

For the three months ended March 31, 2022:

The Company issued a 10% Promissory Note due August 14, 2022 (the “Note”), dated February 14, 2022, to Lawrence Diamond (the “Lender”).

Diamond is the Chief Executive Officer of the Company and a member of its Board of Directors.

The principal amount of the Diamond Note 1 is $ 175,000 , carries a 10 % interest rate per annum, payable in monthly installments, and has a maturity date, as extended, that is the earlier of (i) November 30,2022, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE .

The principal amount of the Note is $ 175,000 , carries a 10 % interest rate per annum, payable in monthly installments, and has a maturity date that is the earlier of (i) six ( 6 ) months from the date of execution, or (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

The purchase price of the Note payable to the Company for the Note was $ 148,750 and was funded on February 14, 2022.

1 unchanged sentence

Following an event of default, as defined in the Note, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The note contains a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security, which the Lender believes contains a term that is more favorable than those in the Diamond Note 1, the Company shall notify the Lender of such term, and such term, at the option of the Lender, shall become a part of the Diamond Note 1.

In addition to the Diamond Note 1 Lender will be issued 367,500 5 -year warrants that may be exercised at $.

50 per share and 367,500 5 -year warrants that may be exercised at $.

75 per share.

The Note contains a “most favored nations” clause that provides that, so long as the Note is outstanding, if the Company issues any new security, which the Lender reasonably believes contains a term that is more favorable than those in the Note, the Company shall notify the Lender of such term, and such term, at the option of the Lender, shall become a part of the Note.

In addition to the Note and Lender will be issued 7,350 5 -year warrants that may be exercised at $ 25.00 per share and 7,350 5 -year warrants that may be exercised at $ 37.50 per share.

These warrants have all of the same terms as those previously issued in conjunction with the Company’s Series C Preferred shares and its Series D Preferred shares.

The warrants have an aggregate commitment date fair value of $ 2,914 .

At September 30, 2022, the principal balance of this note was $ 175,000 ;

$ 26,250 of the original issue discount was amortized to interest expense during the nine months ended September 30, 2022, and the remaining original issue discount at September 30, 2022 was $ 0 .

The Company issued a 10% Promissory Note due, as amended, June 18, 2022 (the “Diamond Note 2”), dated March 18, 2022, to Lawrence Diamond (the “Lender”).

Lawrence Diamond is the Chief Executive Officer of the Company.

The principal amount of the Diamond Note 2 is $ 235,294 , carries a 10 % interest rate per annum, payable in monthly installments, and has a maturity date, as amended, that is the earlier of (i) November 30, 2022, (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE, or (iii) the date of receipt of the Company of the next round of debt or equity financing in an amount of at least $1,000,000 .

The purchase price of the Diamond Note 2 payable to the Company for the Diamond Note 2 was $ 200,000 and was funded on March 18, 2022.

During the three months ended March 31, 2022, the Company accrued dividends on its Series X Preferred Stock in the total amount of approximately $ 15 ,000.

Of this amount, a total of $ 2,000 was payable to officers and directors, $ 8,000 was payable to a related party shareholder, and $ 6,000 was payable to non-related parties.

Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consisted of the following at March 31, 2023 and December 31, 2022:

Trade accounts payable

Accrued payroll and payroll taxes

Total accounts payable and accrued liabilities

Right to Use Assets and Lease Liabilities – Operating Leases

During the year ended December 31, 2022, the Company recognized an impairment of Right-to-Use (RTU) assets in the amount of $ 3.2 million in connection with the closing of its clinics during the period.

During the three months ended March 31, 2023, the Company recognized an additional impairment in the amount of $ 0.5 million in connection with its remaining leased properties.

As of March 31, 2023, the Company had total operating lease liabilities of approximately $ 4.1 million and right to use assets of $ 0 , which were included in the condensed consolidated balance sheet.

Right to use assets – operating leases are summarized below:

Right to use assets, net

Operating lease liabilities are summarized below:

Lease liability

current portion

Lease liability, non-current

Maturity analysis under these lease agreements are as follows:

For the twelve months ended March 31, 2024

For the twelve months ended March 31, 2025

For the twelve months ended March 31, 2026

For the twelve months ended March 31, 2027

For the twelve months ended March 31, 2028

Present value discount

Lease liability

Effective February 3, 2023, the Company entered into a termination agreement for the lease of its clinic located in Wayzata, Minnesota.

The terms of the agreement call for a payment by the Company in the amount of $ 25,000 in full settlement of all amounts payable by the Company under this lease.

The amount of operating lease liability recorded by the Company at the time of the settlement was $ 312,897 .

The Company accrued a liability in the amount of $ 25,000 and recorded a gain on settlement of lease liability in the amount of $ 287,897 during the three months ended March 31, 2023.

Effective March 3, 2023, the Company entered into a termination agreement for the lease of its clinic located in Eagen, Minnesota.

The Company is currently involved in legal proceedings with the landlord of this clinic, and no gain or loss was recorded on this lease termination.

An estimate of the potential liability resulting from these legal proceedings cannot be made at this time.

At March 31, 2023, an operating lease liability in the amount of $ 474,074 is recorded on the Company’s balance sheet in connection with this lease.

SBA Loan Payable

Small Business Administration.

On April 25, 2020, the Company entered an unsecured Promissory Note with Bank of America for a loan in the original principal amount of $ 460,400 , and the Company received the full amount of the loan proceeds on May 4, 2020 (the “PPP Loan”).

The PPP Loan bears interest at the rate of 1 % per year.

During the year ended December 31, 2022, the Company accrued interest in the amount of $ 4,632

During the three months ended March 31, 2023, the Company accrued interest in the amount of $ 1,135 on the PPP Loan;

at March 31, 2023, the balance due on this loan was principal in the amount of $ 460,400 and accrued interest in the amount of $ 12,424 .

This loan is in default at March 31, 2023.

Notes Payable

On March 18, 2022, the Company entered into a Securities Purchase Agreement (the “AJB Agreement”) with AJB Capital Investments, LLC (“AJB”) with respect to the sale and issuance to AJB of:

(i) an initial commitment fee in the amount of $ 430,000 in the form of 34,400 shares (the “AJB Commitment Fee Shares”) of the Company’s Common Stock, (ii) a promissory note in the aggregate principal amount of $ 750,000 (the “AJB Note”), and (iii) Common Stock Purchase Warrants to purchase 15,000 shares of the Company’s Common Stock (the “AJB Warrants”).

The AJB Note and AJB Warrants were issued on March 17, 2022 and were held in escrow pending effectiveness of the AJB Agreement.

Should AJB receive net proceeds of less than $430,000 from the sale of the AJB Commitment Fee Shares, the Company will issue additional shares to AJB or pay the shortfall amount to AJB in cash (the “AJB True-up Obligation”.

The terms of the AJB Agreement resulted in the Company recording a derivative liability in the initial amount of $ 106,608 .

On November 18, 2022, the Company issued 91,328 shares of common stock to AJB and recorded a loss in the amount of $ 9,007 in connection with the settlement of the AJB True-up Obligation.

See notes 11 and 12.

The AJB Note was issued in the principal amount of $750,000 for a purchase price of $ 675,000 , resulting in an original issue discount of $ 75,000 , and has a due date, as extended, of March 17, 2023 .

The AJB Note bears interest at the rate of 10 % per year for the first six months and 12 % thereafter.

In the event of default as defined in the AJB Note this rate will increase to 18 % and the AJB Note will become convertible at a price per share equal to the lowest trading price during the previous twenty trading days prior to the conversion date.

The AJB Note entered default status on October 6, 2022.

The AJB Commitment Fee Shares and AJB Warrants resulted in a discount to the AJB Note in the amount of $ 349,914 .

The Company charged the amount of $ 62,000 to interest on the AJB Note during the year ended December 31, 2022.

Discounts in the amount of $ 424,914 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 0 remained outstanding at December 31, 2022.

Principal and accrued interest in the amounts $ 750,000 and $ 22,833 , respectively, were due on the AJB Note at December 31, 2022.

During the three months ended March 31, 2023, a default penalty in the amount of $ 375,000 and an additional fee in the amount of $ 15,000 were added to the principal amount of the AJB note, and interest in the amount of $ 62,897 was accrued.

At March 31, 2023, principal and interest in the amount of $ 1,140,000 and $ 85,730 , respectively, were due on the AJB Note.

This note was in default at March 31, 2023.

Anson Investments Note

On April 6, 2022, the Company entered into a Securities Purchase Agreement (the “Anson Investments Agreement”) with Anson Investments Master Fund LP (“Anson Investments”) with respect to the sale and issuance to Anson Investments of:

(i) an initial commitment fee in the amount of $ 322,500 in the form of 25,800 shares (the “Anson Investments Commitment Fee Shares”) of the Company’s Common Stock, (ii) a promissory note in the aggregate principal amount of $ 562,500 (the “Anson Investments Note”), and (iii) Common Stock Purchase Warrants to purchase 11,250 shares of the Common Stock (the “Anson Investments Warrants”).

Should Anson Investments receive net proceeds of less than $322,500 from the sale of the Anson Investments Commitment Fee Shares, the Company will issue additional shares to Anson Investments or pay the shortfall amount to Anson Investments in cash.

The terms of the Anson Investments Agreement resulted in the Company recording a derivative liability in the initial amount of $ 27,040 .

The Anson Investments Note was issued in the principal amount of $562,500 for a purchase price of $ 506,250 resulting in an original issue discount of $ 56,250 .

The Anson Investments Note has a due date of October 6, 2022 and bears interest at the rate of 10 % per year for the first six months and 12 % thereafter.

In the event of default as defined in the Anson Investments Note this rate will increase to 18 % and the Anson Investment Note will become convertible at a price per share equal to the lowest trading price during the previous twenty trading days prior to the conversion date.

The Anson Investments Note entered default status on October 6, 2022.

The Anson Investments Commitment Fee Shares and Anson Investments Warrants resulted in a discount to the Anson Investments Note in the amount of $ 416,375 .

The Company charged the amount of $ 68,844 to interest on the Anson Investments note during the year ended December 31, 2022.

Discounts in the amount of $ 472,625 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 0 remained outstanding at December 31, 2022.

Principal and accrued interest in the amounts $ 562,500 and $ 41,500 , respectively, were due on the AJB Note at December 31, 2022.

During the three months ended March 31, 2023, a default penalty in the amount of $ 281,250 and an additional fee in the amount of $ 15,000 were added to the principal amount of the Anson Investments Note, and interest in the amount of $ 22,433 was accrued.

At March 31, 2023, principal and interest in the amount of $ 858,750 and $ 63,933 , respectively, were due on the Anson Investments Note.

This note was in default at March 31, 2023.

Anson East Note

On April 6, 2022, the Company entered into a Securities Purchase Agreement (the “Anson East Agreement”) with Anson East Master Fund LP (“Anson East”) with respect to the sale and issuance to Anson East of:

(i) an initial commitment fee in the amount of $ 107,500 in the form of 8,600 shares (the “Anson East Commitment Fee Shares”) of the Company’s Common Stock, (ii) a promissory note in the aggregate principal amount of $ 187,500 (the “Anson East Note”), and (iii) Common Stock Purchase Warrants to purchase 3,750 shares of the Company’s common stock (the “Anson East Warrants”).

Should Anson East receive net proceeds of less than $107,500 from the sale of the Anson East Commitment Fee Shares, the Company will issue additional shares to Anson East or pay the shortfall amount to Anson East in cash.

The terms of the Anson East Agreement resulted in the Company recording a derivative liability in the initial amount of $ 9,014 .

The Anson East Note was issued in the principal amount of $187,500 for a purchase price of $ 168,750 resulting in an original issue discount of $ 18,750 .

The Anson East Note has a due date of October 6, 2022 and bears interest at the rate of 10 % per year for the first six months and 12 % thereafter.

In the event of default as defined in the Anson East Note this rate will increase to 18 %, and the Anson East Note will become convertible at a price per share equal to the lowest trading price during the previous twenty trading days prior to the conversion date.

The Anson East Note entered default status on October 6, 2022.

The Anson East Commitment Fee Shares and Anson East Warrants resulted in a discount to the Anson East Note in the amount of $ 147,290 .

The Company charged the amount of $ 22,948 to interest on the Anson Investments note during the year ended December 31, 2022.

Discounts in the amount of $ 166,040 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 0 remained outstanding at December 31, 2022.

Principal and accrued interest in the amounts $ 187,500 and $ 13,833 , respectively, were due on the Anson East Note at December 31, 2022.

During the three months ended March 31, 2023, a default penalty in the amount of $ 93,750 and an additional fee in the amount of $ 15,000 were added to the principal amount of the Anson East Note, and interest in the amount of $ 7,922 was accrued.

At March 31, 2023, principal and interest in the amount of $ 296,250 and $ 21,755 , respectively, were due on the Anson East Note.

This note was in default at March 31, 2023.

GS Capital Note

On April 18, 2022, the Company entered into a Securities Purchase Agreement (the “GS Capital Agreement”) with GS Capital Investments, LLC (“GS Capital”) with respect to the sale and issuance to GS Capital of:

(i) an initial commitment fee in the amount of $ 159,259 in the form of 12,741 shares (the “GS Capital Commitment Fee Shares”) of the Company’s Common Stock, (ii) a promissory note in the aggregate principal amount of $ 277,777 (the “GS Capital Note”), and (iii) Common Stock Purchase Warrants to purchase 5,556 shares of the Company’s common stock (the “GS Capital Warrants”).

Should GS Capital receive net proceeds of less than $159,259 from the sale of the GS Capital Commitment Fee Shares, the Company will issue additional shares to GS Capital or pay the shortfall amount to GS Capital in cash.

The terms of the GS Capital Agreement resulted in the Company recording a derivative liability in the initial amount of $ 21,920 .

The GS Capital Note was issued in the principal amount of $277,777 for a purchase price of $ 250,000 resulting in an original issue discount of $ 27,777 .

The GS Capital Note has a due date of November 10, 2022 and bears interest at the rate of 10 % per year for the first six months and 12 % thereafter.

In the event of default as defined in the GS Capital Note this rate will increase to 18 %, and the GS Capital Note will become convertible at a price per share equal to the lowest trading price during the previous twenty trading days prior to the conversion date.

The GS Capital Note entered default status on October 19, 2022.

The GS Capital Commitment Fee Shares and GS Capital Warrants resulted in a discount to the GS Capital Note in the amount of $ 162,158 .

The Company charged the amount of $ 32,155 to interest on the GS Capital Note during the year ended December 31, 2022.

Discounts in the amount of $ 212,435 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 0 remained outstanding at December 31, 2022.

Principal and accrued interest in the amounts $ 277,777 and $ 19,578 , respectively, were due on the GS Capital Note at December 31, 2022.

During the three months ended March 31, 2023, GS Capital converted an aggregate amount of $ 72,777 of principal, $ 8,679 of accrued interest, and $ 2,000 of fees in the GL Capital Note into an aggregate of 57,138 shares of the Company’s common stock at an average price of $ 1.46 per share.

These conversions were made pursuant to the terms of the GS Capital Note, and no gain or loss was recorded on these transactions.

During the three months ended March 31, 2023, a default penalty in the amount of $ 138,889 and an additional fee in the amount of $ 15,000 were added to the principal amount of the GS Capital Note, and interest in the amount of $ 11,591 was accrued.

At March 31, 2023, principal and interest in the amount of $ 358,889 and $ 22,490 , respectively, were due on the GS Capital Note.

This note was in default at March 31, 2023.

On May 10, 2022, the Company entered into a Securities Purchase Agreement (the “Kishon Agreement”) with Kishon Investments, LLC (“Kishon”) with respect to the sale and issuance to Kishon of:

(i) an initial commitment fee in the amount of $ 159,259 in the form of 12,741 shares (the “Kishon Commitment Fee Shares”) of the Company’s Common Stock, (ii) a promissory note in the aggregate principal amount of $ 277,777 (the “Kishon Note”), and (iii) Common Stock Purchase Warrants to purchase 5,556 shares of the Company’s common stock (the “Kishon Warrants”).

Should Kishon receive net proceeds of less than $159,259 from the sale of the Kishon Commitment Fee Shares, the Company will issue additional shares to Kishon or pay the shortfall amount to Kishon in cash.

The terms of the Kishon Agreement resulted in the Company recording a derivative liability in the initial amount of $ 27,793 .

The Kishon Note was issued in the principal amount of $ 277,777 for a purchase price of $ 250,000 resulting in an original issue discount of $ 27,777 .

The Kishon Note has a due date of November 10, 2022 and bears interest at the rate of 10 % per year for the first six months and 12 % thereafter.

In the event of default as defined in the Kishon Note this rate will increase to 18 %, and the Kishon Note will become convertible at a price per share equal to the lowest trading price during the previous twenty trading days prior to the conversion date.

The Kishon Note entered default status on November 11, 2022.

The Kishon Commitment Fee Shares and Kishon Warrants resulted in a discount to the Kishon Note in the amount of $ 138,492 .

The Company charged the amount of $ 28,624 to interest on the Kishon Note during the year ended December 31, 2022.

Discounts in the amount of $ 181,269 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 0 remained outstanding at December 31, 2022.

Principal and accrued interest in the amounts $ 277,777 and $ 17,822 , respectively, were due on the Kishon Note at December 31, 2022.

The Kishon Note was in default at December 31, 2022.

During the three months ended March 31, 2023, a default penalty in the amount of $ 138,889 and an additional fee in the amount of $ 15,000 were added to the principal amount of the Kishon Note, and interest in the amount of $ 12,004 was accrued.

At March 31, 2023, principal and interest in the amount of $ 431,666 and $ 29,826 , respectively, were due on the GS Capital Note.

This note was in default at March 31, 2023.

Finnegan Note 1

On May 23, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 47,059 to Jessica Finnegan (the “Finnegan Note 1”).

The Finnegan Note 1 bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) November 20, 2022 , as extended, or (ii) five (5) business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

The purchase price of the Finnegan Note 1 was $ 40,000 ;

the amount payable at maturity will be $47,059 plus 10 % of that amount plus any accrued and unpaid interest.

Following an event of default, as defined in the Diamond Note 2, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The Diamond Note 2 contains a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security, which the Lender reasonably believes contains a term that is more favorable than those in the Diamond Note 2, the Company shall notify the Lender of such term, and such term, at the option of the Lender, shall become a part of the note.

In addition, the Lender will be issued 200,000 5 -year warrants that may be exercised on substantially the same terms as the Series A warrant issued in connection with the Company’s Series D Convertible Preferred Stock.

The warrants have an aggregate commitment date fair value of $ 2,213 .

All amounts due for The Diamond Note 2, with the exception of $ 23,529 , was paid on April 8, 2022.

$ 23,529 remained outstanding as of September 30, 2022.

On March 22, 2022, the Company issued 168,221 shares of common stock with a contract price of $ 0.25 per share or $ 42,055 and a grant date market value of $ 0.127 per share or $ 21,364 were issued to Larry Diamond, it’s Chief Executive Officer, as compensation for the waiver of certain covenants as set forth and defined in Diamond Note 1.

On April 27, 2022, the Company issued 96,471 shares of common stock with a contract price of $ 0.25 per share or $ 24,118 and a grant date market value of $ 0.16 or $ 15,434 to Larry Diamond, it’s Chief Executive Officer, as compensation for the waiver of certain covenants as set forth and defined in Diamond Note 2.

The Company also issued five-year warrants to purchase 92,942 shares of common stock at a price of $ 0.50 to Mr.

Diamond pursuant to a promissory note.

On April 27, 2022, the Company issued a 10% Promissory Note due, as extended, November 30, 2022 (the “Diamond Note 3”) to Lawrence Diamond (the “Lender”).

Lawrence Diamond is the Chief Executive Officer of the Company.

The principal amount of the Diamond Note 3 is $ 235,294 , carries a 10 % interest rate per annum, payable in monthly installments, and has a maturity date, as extended, that is the earlier of (i) November 30, 2022, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE .

The purchase price of the Diamond Note 3 payable to the Company for the Diamond Note was $ 200,000 and was funded on April 27, 2022.

Following an event of default as defined in the Finnegan Note 1, the principal amount shall bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The Finnegan Note 1 entered default status on November 21, 2022, and the interest rate increased to 18%.

The Finnegan Note 1 contains a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security which Ms.

Finnegan reasonably believes contains a term that is more favorable than those in the Finnegan Note 1, the Company shall notify Ms.

Finnegan of such term, and such term, at the option of Ms.

Finnegan, shall become a part of the Finnegan Note 1.

In addition, Ms.

Finnegan received five-year warrants to purchase 386 shares of common stock at a price of $ 25.00 per share with a fair value of $ 2,000 at the date of issuance, and 1,930 shares of common stock with a value of $ 3,240 ;

these amounts were recorded as discounts to the Finnegan Note 1.

Interest in the amount of $ 3,285 was accrued on the Finnegan Note 1 during the year ended December 31, 2022.

Discounts in the amount of $ 17,005 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 0 remained outstanding at December 31, 2022.

Principal and accrued interest in the amounts $ 51,765 and $ 3,285 , respectively, were due on the Finnegan Note 1 at December 31, 2022.

During the three months ended March 31, 2023, interest in the amount of $ 2,163 was accrued on the Finnegan Note 1;

principal and accrued interest in the amount of $ 51,765 and $ 5,448 , respectively, were due on this note at March 31, 2023.

This note was in default at March 31, 2023.

M Diamond Note

On May 26, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 58,823 to Melissa Diamond (the “M Diamond Note”).

The M Diamond Note bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) November 30, 2022 , or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

The purchase price of the M Diamond Note was $ 50,000 ;

the amount payable at maturity will be $58,823 plus 10 % of that amount plus any accrued and unpaid interest.

Following an event of default, as defined in the Diamond Note 3, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The Diamond Note 3 contains a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security, which the Lender reasonably believes contains a term that is more favorable than those in the Diamond Note 3, the Company shall notify the Lender of such term, and such term, at the option of the Lender, shall become a part of the note.

At September 30, 2022, the principal balance of this note was $ 235,294 ;

$ 35,294 of the original issue discount was amortized to interest expense during the nine months ended September 30, 2022, and the remaining original issue discount at September 30, 2022 was $ 0 .

The Company issued a 10% Promissory Note due as described below (the “Diamond Note 4”), dated May 18, 2022, to Lawrence Diamond.

The principal amount of the Diamond Note 4 is $ 47,059.00 , carries a 10 % interest rate per annum, payable in monthly installments, and has a maturity date, as extended, that is the earlier of (i) November 30, 2022 or (ii) five days after the date on which we successfully list our shares of common stock on any of the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market .

The purchase price of the Diamond Note 4 payable to us for the Diamond Note 4 was $ 40,000 and was funded on May 18, 2022.

Following an event of default as defined in the M Diamond Note, the principal amount shall bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The M Diamond Note entered default status on December 1, 2022, and the interest rate increased to 18%.

The M Diamond Note contains a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security which Ms.

Diamond reasonably believes contains a term that is more favorable than those in the M Diamond Note, the Company shall notify Ms.

Diamond of such term, and such term, at the option of Ms.

Diamond, shall become a part of the M Diamond Note.

In addition, Ms.

Diamond received five-year warrants to purchase 483 shares of common stock at a price of $ 25.00 per share with a fair value of $ 2,500 at the date of issuance, and 483 shares of common stock with a value of $ 4,050 ;

these amounts were recorded as discounts to the M Diamond Note.

Interest in the amount of $ 3,929 was accrued on the M Diamond Note during the year ended December 31, 2022.

Discounts in the amount of $ 21,256 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 0 remained outstanding at December 31, 2022.

Principal and accrued interest in the amounts $ 64,705 and $ 3,929 , respectively, were due on the M Diamond Note at December 31, 2022.

During the three months ended March 31, 2023, interest in the amount of $ 2,702 was accrued on the M Diamond Note;

principal and accrued interest in the amount of $ 64,705 and $ 6,631 , respectively, were due on this note at March 31, 2023.

This note was in default at March 31, 2023.

Finnegan Note 2

On May 26, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 29,412 to Jessica Finnegan (the “Finnegan Note 2”).

The Finnegan Note 2 bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) November 30, 2022 , or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

The purchase price of the Finnegan Note 2 was $ 25,000 ;

the amount payable at maturity will be $29,412 plus 10% of that amount plus any accrued and unpaid interest.

Following an event of default, as defined in the Diamond Note 4, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The Diamond Note 4 contains a “most favored nations” clause that provides that, so long as the Diamond Note 4 is outstanding, if we issue any new security, which the Lender reasonably believes contains a term that is more favorable than those in the Diamond Note 4, we shall notify Mr.

Diamond of such term, and such term, at the option of Mr.

Diamond, shall become a part of the note.

In addition, Mr.

Diamond will be issued (1) 19,294 five-year warrants (the “May 18 Diamond Warrants”) that may be exercised on substantially the same terms as the Series A warrant issued in connection with our Series D Convertible Preferred Stock and (2) 19,294 shares of Common Stock as commitment shares.

At September 30, 2022, the principal balance of this note was $ 47,059 ;

discounts in the amount of $ 14,778 were amortized to interest expense during the nine months ended September 30, 2022, and total discounts in the amount of $ 6,478 remained outstanding at September 30, 2022.

On May 23, 2022, the Company issued a 10% Promissory Note due as described below (the “Finnegan Note 1”) to Jessica Finnegan.

Jessica Finnegan is VP of Human Resources of the Company.

The principal amount of the Finnegan Note 1 is $ 47,059 , carries a 10 % interest rate per annum, payable in monthly installments, and has a maturity date that is November 20, 2022.

The purchase price of the Finnegan Note 1 was $ 40,000 resulting in an original issue discount of $ 7,059 and was funded on May 18, 2022.

The amount payable at maturity will be $47,059 plus 10% of that amount plus any accrued and unpaid interest, resulting in a premium and related discount in the amount of $ 4,706 .

Following an event of default as defined in the Finnegan Note 2, the principal amount shall bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The Finnegan Note 1 contains a “most favored nations” clause that provides that, so long as the Finnegan Note 1 is outstanding, if we issue any new security, which the Lender reasonably believes contains a term that is more favorable than those in the Finnegan Note 1, we shall notify Ms.

The Finnegan Note 2 entered default status on December 1, 2022, and the interest rate increased to 18%.

The Finnegan Note 2 contains a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security which Ms.

Finnegan reasonably believes contains a term that is more favorable than those in the Finnegan Note 2, the Company shall notify Ms.

Finnegan of such term, and such term, at the option of Ms.

Finnegan, shall become a part of the note.

Finnegan, shall become a part of the Finnegan Note 2.

In addition, Ms.

Finnegan will be issued (1) 19,295 five-year warrants with a fair value of $ 2,000 (the “May 18 Finnegan Warrants”) that may be exercised on substantially the same terms as the Series A warrant issued in connection with our Series D Convertible Preferred Stock and (2) 19,295 shares of Common Stock with a value of $ 3,240 as commitment shares;

these amounts were charged to discount on the note, resulting in a total discount on this note in the amount of $ 17,005 .

Discounts in the amount of $ 12,478 were amortized to interest expense during the nine months ended September 30, 2022, and total discounts in the amount of $ 4,518 remained outstanding at September 30, 2022.

The Company issued five 10% Promissory Notes due as described below (collectively, the “May 26 Notes”), dated May 26, 2022, to Larry Diamond, Jenny Lindstrom, and other related parties (the “May 26 Lenders”), in respect of which we received proceeds of $ 175,000 .

Jenny Lindstrom is the Chief Legal Officer of the Company.

The May 26 Notes carry a 10 % interest rate per annum, payable in monthly installments, and has a maturity date that is the earlier of (i) November 30, 2022, or (ii) the date on which we successfully lists our shares of common stock on Nasdaq or NYSE .

The aggregate amount payable at maturity will be $ 205,883 plus 10% of that amount plus any accrued and unpaid interest.

Following an event of default, as defined in the May 26 Notes, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The May 26 Notes contain a “most favored nations” clause that provides that, so long as the May 26 Notes are outstanding, if we issue any new security, which the May 26 Lenders reasonably believe contains a term that is more favorable than those in the May 26 Notes, we shall notify the May 26 Lenders of such term, and such term, at the option of the May 26 Lenders, shall become a part of the May 26 Notes.

In addition, the May 26 Lenders will be issued in the aggregate (1) 84,412 five -year warrants (the “May 26 Warrants”) and (2) 84,412 shares of Common Stock as commitment shares.

The May 26 Warrants have an initial exercise price of $ 0.50 per share.

The May 26 Warrants are not exercisable for nine months following their issuance.

The May 26 Lenders may exercise the May 26 Warrants on a cashless basis if after the six-month anniversary of date of issuance, the shares of Common Stock underlying the May 26 Warrants are not then registered pursuant to an effective registration statement.

At September 30, 2022, the principal balance of these notes were $ 205,883 .

Discounts in the amount of $ 51,724 were amortized to interest expense during the nine months ended September 30, 2022, and total discounts in the amount of $ 22,672 remained outstanding at September 30, 2022.

The Company issued a 10% Promissory Note due as described below (the “Howe Note 2”), dated June 9, 2022, to Michael C.

Howe Living Trust and in respect of which we received proceeds of $255,000.

Howe is the Chief Executive Officer of the Good Clinic LLC, one of the Company’s subsidiaries.

The Howe Note 2 carries a 10 % interest rate per annum, payable in monthly installments.

The Howe Note 2 has a maturity date, as extended, that is the earlier of (i) November 30, 2022, or (ii) five business days after the date on which we successfully list our shares of common stock on Nasdaq or NYSE .

Finnegan received five-year warrants to purchase 242 shares of common stock at a price of $ 25.00 per share with a fair value of $ 1,250 at the date of issuance, and 242 shares of common stock with a value of $ 2,025 ;

these amounts were recorded as discounts to the Finnegan Note 2.

Interest in the amount of $ 1,965 was accrued on the Finnegan Note 2 during the year ended December 31, 2022.

Discounts in the amount of $ 10,625 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 0 remained outstanding at December 31, 2022.

Principal and accrued interest in the amounts $ 32,353 and $ 1,965 , respectively, were due on the Finnegan Note 2 at December 31, 2022.

During the three months ended March 31, 2023, interest in the amount of $ 1,350 was accrued on the Finnegan Note 2;

principal and accrued interest in the amount of $ 32,353 and $ 3,315 , respectively, were due on this note at March 31, 2023.

This note was in default at March 31, 2023.

On June 9, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 588,235 (the “Dragon Note”) to Dragon Dynamic Funds Platform Ltd (“Dragon Dynamic”).

The Dragon Note bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) December 9, 2022 , or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

The purchase price of the Dragon Note was $ 500,000 ;

the amount payable at maturity will be $588,235 plus 10 % of that amount plus any accrued and unpaid interest.

In addition, the Company issued (1) 123,000 five-year warrants with a fair value of $ 21,500 and (2) 123,000 shares of Common Stock with a market value of $ 44,000 as commitment shares.

The warrants have an initial exercise price of $ 0.50 per share and are not exercisable for nine months following their issuance.

At September 30, 2022, the principal balance of this note was $ 300,000 .

Discounts in the amount of $ 71,012 were amortized to interest expense during the nine months ended September 30, 2022, and total discounts in the amount of $ 37,393 remained outstanding at September 30, 2022.

On June 13, 2022, the Company issued 200,000 ten-year stock options with an exercise price of $ 0.25 and a fair value of $ 23,316 to Tom Brodmerkel, its Chairman, for taking on the position of Chief Financial Officer.

On July 21, 2022, the Company issued a 10% Promissory Notes due to Michael C Howe Living Trust (the “Howe Note 3”) and in respect of which the Company received proceeds of $ 255,000 .

The Howe Note 3 carries a 10 % interest rate per annum, accrued monthly and payable at maturity.

The Howe Note 3 has a maturity date, as extended, that is the earlier of (i) November 30, 2022, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE .

Costs in the amount of $ 47,500 were charged to discount on the Dragon Note.

Following an event of default as defined in the Dragon Note, the principal amount shall bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The Dragon Note entered default status on December 10, 2022, and the interest rate increased to 18%.

The Dragon Note contains a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security which Dragon Dynamic reasonably believes contains a term that is more favorable than those in the Dragon Note, the Company shall notify Dragon Dynamic of such term, and such term, at the option of Dragon Dynamic, shall become a part of the Dragon Note.

In addition, Dragon Dynamic received five-year warrants to purchase 4,824 shares of common stock at a price of $ 25.00 per share with a fair value of $ 21,500 at the date of issuance, and 4,824 shares of common stock with a value of $ 44,000 ;

these amounts were recorded as discounts to the Dragon Note.

Interest in the amount of $ 35,874 was accrued on the Dragon Note during the year ended December 31, 2022.

Discounts in the amount of $ 260,059 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 0 remained outstanding at December 31, 2022.

Principal and accrued interest in the amounts $ 647,059 and $ 35,874 , respectively, were due on the Dragon Note at December 31, 2022.

During the three months ended March 31, 2023, interest in the amount of $ 26,969 was accrued on the Dragon Note;

principal and accrued interest in the amount of $ 647,059 and $ 62,843 , respectively, were due on this note at March 31, 2023.

This note was in default at March 31, 2023.

On July 7, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 294,118 to Mackay Investments, LLC (the “Mackay Note”).

The Mackay Note bears interest at the rate of 10 % per annum accrued monthly and has a maturity date that is the earlier of (i) August 10, 2022 , or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

The purchase price of the Mackay Note was $ 250,000 ;

the amount payable at maturity will be $294,118 plus 10% of that amount plus any accrued and unpaid interest.

Following an event of default, as defined in the Howe Note 3, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The Howe Note 3 contains a “most favored nations” clause that provides that, so long as the Howe Note 3 is outstanding, if the Company issues any new security, which Mr.

Howe reasonably believes contains a term that is more favorable than those in the Note, the Company shall notify Mr.

Howe of such term, and such term, at the option of Mr.

Howe, shall become a part of the Howe Note 3.

Following an event of default as defined in the Mackay Note, the principal amount shall bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The Mackay Note entered default status on August 11, 2022, and the interest rate increased to 18%.

The Mackay Note contains a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security which Mackay Investments, LLC reasonably believes contains a term that is more favorable than those in the Mackay Note, the Company shall notify Mackay Investments, LLC of such term, and such term, at the option of Mackay Investments, LLC , shall become a part of the Mackay Note.

In addition, Mackay Investments, LLC received five-year warrants to purchase 2,412 shares of common stock at a price of $ 25.00 per share with a fair value of $ 10,250 at the date of issuance, and 2,412 shares of common stock with a value of $ 44,118 ;

these amounts were recorded as discounts to the Mackay Note.

Interest in the amount of $ 20,193 was accrued on the Mackay Note during the year ended December 31, 2022.

Discounts in the amount of $ 96,280 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 0 remained outstanding at December 31, 2022.

Principal and accrued interest in the amounts $ 323,530 and $ 20,193 , respectively, were due on the Mackay Note at December 31, 2022.During the three months ended March 31, 2023, interest in the amount of $ 16,850 was accrued on the Mackay Note;

principal and accrued interest in the amount of $ 323,530 and $ 37,043 respectively, were due on this note at March 31, 2023.

This note was in default at March 31, 2023.

On July 7, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 23,259 to Charles Schrier (the “Schrier Note”).

The Schrier Note bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) January 8, 2023 , or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

The purchase price of the Schrier Note was $ 20,000 ;

the amount payable at maturity will be $23,529 plus 10 % of that amount plus any accrued and unpaid interest.

Following an event of default as defined in the Schrier Note, the principal amount shall bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The Schrier Note contains a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security which Mr.

Schrier reasonably believes contains a term that is more favorable than those in the Schrier Note, the Company shall notify Mr.

Schrier of such term, and such term, at the option of Mr.

Schrier, shall become a part of the Schrier Note.

In addition, Mr.

Howe will be issued (1) 123,000 five-year warrants and (2) 123,000 shares of Common Stock as commitment shares.

The Commitment Shares are priced at $ 0.25 .

The Warrants have an initial exercise price of $ 0.50 per share.

The Warrants are not exercisable for six months following their issuance.

Howe may exercise the Warrants on a cashless basis if after the six-month anniversary of date of issuance, the shares of Common Stock underlying the Warrants are not then registered pursuant to an effective registration statement.

Discounts in the amount of $ 97,440 were amortized to interest expense during the nine months ended September 30, 2022, and total discounts in the amount of $ 0 remained outstanding at September 30, 2022.

On July 21, 2022, the Company issued a 10% Promissory Note due to Juan Carlos Iturregui (the “Iturregui Note”) and in respect of which the Company received proceeds of $ 25,000 .

Iturregui is a member of the Company’s Board of Directors.

The Iturregui Note carries a 10 % interest rate per annum, accrued monthly and payable at maturity.

The Iturregui Note has a maturity date that is the earlier of (i) January 21, 2023, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE .

Schrier received five-year warrants to purchase 193 shares of common stock at a price of $ 25.00 per share with a fair value of $ 820 at the date of issuance, and 193 shares of common stock with a value of $ 1,000 ;

these amounts were recorded as discounts to the Schrier Note.

Interest in the amount of $ 1,141 was accrued on the Schrier Note during the year ended December 31, 2022.

Discounts in the amount of $ 7,367 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 335 remained outstanding at December 31, 2022.

Principal and accrued interest in the amounts $ 25,882 and $ 1,141 , respectively, were due on the Schrier Note at December 31, 2022.

During the three months ended March 31, 2023, interest in the amount of $ 1,033 was accrued on the Schrier Note;

principal and accrued interest in the amount of $ 25,882 and $ 2,174 , respectively, were due on this note at March 31, 2023.

This note was in default at March 31, 2023.

On July 26, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 58,823 to Eric S.

Nommsen (the “Nommsen Note”).

The Nommsen Note bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) November 30, 2022 , as extended, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

The purchase price of the Nommsen Note was $ 50,000 ;

the amount payable at maturity will be $58,823 plus 10 % of that amount plus any accrued and unpaid interest.

Following an event of default, as defined in The Iturregui Note, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The Iturregui Note contains a “most favored nations” clause that provides that, so long as The Iturregui Note is outstanding, if the Company issues any new security, which Mr.

Iturregui reasonably believes contains a term that is more favorable than those in The Iturregui Note, the Company shall notify Mr.

Iturregui of such term, and such term, at the option of Mr.

Iturregui, shall become a part of The Iturregui Note.

Following an event of default as defined in the Nommsen Note, the principal amount shall bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%.

The Nommsen Note entered default status on December 1, 2022, and the interest rate increased to 18 %.

The Nommsen Note contains a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security which Mr.

Nommsen reasonably believes contains a term that is more favorable than those in the Nommsen Note, the Company shall notify Mr.

Nommsen of such term, and such term, at the option of Mr.

Nommsen, shall become a part of the Nommsen Note.

In addition, Mr.

Iturregui will be issued (1) 12,059 five-year warrants (the “Warrants”) and (2) 12,059 shares of Common Stock as commitment shares (“Commitment Shares”).

The Commitment Shares are priced at $ 0.25 .

The Warrants have an initial exercise price of $ 0.50 per share.

The Warrants are not exercisable for six months following their issuance.

Iturregui may exercise the Warrants on a cashless basis if after the six-month anniversary of date of issuance, the shares of Common Stock underlying the Warrants are not then registered pursuant to an effective registration statement.

Discounts in the amount of $ 3,686 were amortized to interest expense during the nine months ended September 30, 2022, and total discounts in the amount of $ 5,867 remained outstanding at September 30, 2022.

On August 4, 2022, the Company issued a 10% Promissory Note due to Jessica, Kevin C., Brody, Isabella and Jack Finnegan (the “Finnegan Note 3”) and in respect of which the Company received proceeds of $ 25,000 .

The Finnegan Note 3 carries a 10 % interest rate per annum, accrued monthly and payable at maturity.

The Finnegan Note 3 has a maturity of February 3, 2023 .

Nommsen received five-year warrants to purchase 483 shares of common stock at a price of $ 25.00 per share with a fair value of $ 1,850 at the date of issuance, and 483 shares of common stock with a value of $ 2,350 ;

these amounts were recorded as discounts to the Nommsen Note.

Interest in the amount of $ 2,946 was accrued on the Nommsen Note during the year ended December 31, 2022.

Discounts in the amount of $ 18,905 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 0 remained outstanding at December 31, 2022.

Principal and accrued interest in the amounts $ 64,705 and $ 2,946 , respectively, were due on the Nommsen Note at December 31, 2022.

During the three months ended March 31, 2023, interest in the amount of $ 2,688 was accrued on the Nommsen Note;

principal and accrued interest in the amount of $ 64,705 and $ 5,634 , respectively, were due on this note at March 31, 2023.

This note was in default at March 31, 2023.

On July 27, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 58,823 to James H.

Caplan (the “Caplan Note”).

The Caplan Note bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) January 21, 2023 , or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

The purchase price of the Caplan Note was $ 50,000 ;

the amount payable at maturity will be $58,823 plus 10 % of that amount plus any accrued and unpaid interest.

Following an event of default as defined in the Caplan Note, the principal amount shall bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The Caplan Note contains a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security which Mr.

Caplan reasonably believes contains a term that is more favorable than those in the Caplan Note, the Company shall notify Mr.

Caplan of such term, and such term, at the option of Mr.

Caplan, shall become a part of the Caplan Note.

In addition, Mr.

Caplan received five-year warrants to purchase 483 shares of common stock at a price of $ 25.00 per share with a fair value of $ 1,850 at the date of issuance, and 483 shares of common stock with a value of $ 2,350 ;

these amounts were recorded as discounts to the Caplan Note.

Interest in the amount of $ 2,531 was accrued on the Caplan Note during the year ended December 31, 2022.

Discounts in the amount of $ 16,675 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 2,230 remained outstanding at December 31, 2022.

Principal and accrued interest in the amounts $ 64,705 and $ 2,531 , respectively, were due on the Caplan Note at December 31, 2022.

During the three months ended March 31, 2023, interest in the amount of $ 2,406 was accrued on the Caplan Note;

principal and accrued interest in the amount of $ 64,705 and $ 4,937 , respectively, were due on this note at March 31, 2023.

This note was in default at March 31, 2023.

Finnegan Note 3

On August 4, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 29,412 (the “Finnegan Note 3”) to Jessica, Kevin C., Brody, Isabella and Jack Finnegan (collectively, the “Finnegans”).

The Finnegan Note 3 bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) February 3, 2023 , or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

The purchase price of the Finnegan Note 3 was $ 25,000 ;

the amount payable at maturity will be $29,412 plus 10 % of that amount plus any accrued and unpaid interest.

Following an event of default as defined in the Finnegan Note 3, the principal amount shall bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The Finnegan Note 3 contains a “most favored nations” clause that provides that, so long as the Finnegan Note 3 is outstanding, if the Company issues any new security, which the Finnegans reasonably believes contains a term that is more favorable than those in the Finnegan Note 3, the Company shall notify the Finnegans of such term, and such term, at the option of the Finnegans, shall become a part of the Finnegan Note 3.

In addition, the Finnegans will be issued in aggregate (1) 12,059 five-year warrants and (2) 12,059 shares of Common Stock as Commitment Shares .

The Commitment Shares are priced at $ 0.25 .

The Warrants have an initial exercise price of $ 0.50 per share.

The Warrants are not exercisable for six months following their issuance.

The Finnegans may exercise the Warrants on a cashless basis if after the six-month anniversary of date of issuance, the shares of Common Stock underlying the Warrants are not then registered pursuant to an effective registration statement.

Discounts in the amount of $ 2,898 were amortized to interest expense during the nine months ended September 30, 2022, and total discounts in the amount of $ 6,405 remained outstanding at September 30, 2022.

On August 18, 2022, the Company issued a 10% Promissory Note due to Michael C Howe Living Trust (the “Howe Note 4”) and in respect of which the Company received proceeds of $ 170,000 .

The Howe Note 4 carries a 10 % interest rate per annum, accrued monthly and payable at maturity.

The Howe Note 4 has a maturity date that is the earlier of (i) November 30, 2022, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE .

The aggregate amount payable at maturity will be $ 200,000 plus 10% of that amount plus any accrued and unpaid interest.

Following an event of default, as defined in the Howe Note 4, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The Howe Note 4 contains a “most favored nations” clause that provides that, so long as the Howe Note 4 is outstanding, if the Company issues any new security, which Mr.

Howe reasonably believes contains a term that is more favorable than those in the Howe Note 4, the Company shall notify Mr.

Howe of such term, and such term, at the option of Mr.

Howe, shall become a part of the Howe Note 4.

The Finnegan Note 3 contains a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security which The Finnegans reasonably believes contains a term that is more favorable than those in the Finnegan Note 3, the Company shall notify The Finnegans of such term, and such term, at the option of The Finnegans, shall become a part of the Finnegan Note 3.

In addition, The Finnegans received five-year warrants to purchase 242 shares of common stock at a price of $ 25.00 per share with a fair value of $ 850 at the date of issuance, and 242 shares of common stock with a value of $ 1,100 ;

these amounts were recorded as discounts to the Finnegan Note 3.

Interest in the amount of $ 1,200 was accrued on the Finnegan Note 3 during the year ended December 31, 2022.

Discounts in the amount of $ 7,575 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 1,728 remained outstanding at December 31, 2022.

Principal and accrued interest in the amounts $ 32,353 and $ 1,200 , respectively, were due on the Finnegan Note 3 at December 31, 2022.

During the three months ended March 31, 2023, interest in the amount of $ 1,125 was accrued on the Finnegan Note 3;

principal and accrued interest in the amount of $ 32,353 and $ 2,325 , respectively, were due on this note at March 31, 2023.

This note was in default at March 31, 2023.

On August 4, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 120,000 to Jack Enright (the “Enright Note”).

The Enright Note bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) February 3, 2023 , or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

The purchase price of the Enright Note was $ 102,000 ;

the amount payable at maturity will be $120,000 plus 10 % of that amount plus any accrued and unpaid interest.

Following an event of default as defined in the Enright Note, the principal amount shall bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The Enright Note contains a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security which Mr.

Enright reasonably believes contains a term that is more favorable than those in the Enright Note, the Company shall notify Mr.

Enright of such term, and such term, at the option of Mr.

Enright, shall become a part of the Enright Note.

In addition, Mr.

Howe will be issued 82,000 shares of Common Stock as commitment shares (the “Howe Note 4 Commitment Shares”).

The Howe Note 4 Commitment Shares are priced at $ 0.25 .

Discounts in the amount of $ 25,128 were amortized to interest expense during the nine months ended September 30, 2022, and total discounts in the amount of $ 35,647 remained outstanding at September 30, 2022.

Note 6 – Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consisted of the following at September 30, 2022 and 2021:

September 30,

Trade accounts payable

Accrued payroll and payroll taxes

Total accounts payable and accrued liabilities

In 2022, nine mechanic’s liens for a total of $ 2,191,861 were filed by several contractors against six of our clinics.

The full amount of all lien amounts are included above in Trade Accounts Payable.

Note 7 - Right to Use Assets and Lease Liabilities – Operating Leases

The Company has operating leases for its clinic with a remaining lease term of approximately 6.9 years.

The Company’s lease expense was entirely comprised of operating leases.

Lease expense for the three months ended September 30, 2022 and 2021 amounted to $ 236,051 and $ 153,300 , respectively.

Lease expense for the nine months ended September 30, 2022 and 2021 amounted to approximately $ 586,145 and $ 212,500 , respectively.

The Company’s ROU asset amortization for the three months ended September 30, 2022 and 2021 was approximately $ 77,772 and $ 18,500 , respectively.

The Company’s ROU asset amortization for the nine months ended September 30, 2022 and 2021 was $ 370,064 and $ 71,300 , respectively.

The difference between the lease expense and the associated ROU asset amortization consists of interest at a rate of 12 % per annum.

As of September 30, 2022, the Company had total operating lease liabilities of approximately $ 4.4 million and right-of-use assets of approximately $ 3.8 million, which were included in the condensed consolidated balance sheet.

Right to use assets – operating leases are summarized below:

September 30,

Right to use assets, net

Lease liability – operating leases are summarized below:

September 30,

Lease liability

current portion

Lease liability, non-current

Maturity analysis under these lease agreements are as follows:

For the twelve months ended September 30, 2023

For the twelve months ended September 30, 2024

For the twelve months ended September 30, 2025

For the twelve months ended September 30, 2026

For the twelve months ended September 30, 2027

Present value discount

Lease liability

Note 8 – Debt

10% Promissory Note and Warrants to Michael C.

Howe Living Trust

Howe Note 1 – We issued a 10% Promissory Note due, as extended, November 30, 2022 (the “Howe Note 1”), dated December 30, 2021, to the Michael C.

Howe Living Trust.

Enright received 984 shares of common stock with a value of $ 6,317 ;

this amount was recorded as a discount to the Enright Note.

Interest in the amount of $ 4,899 was accrued on the Enright Note during the year ended December 31, 2022.

Discounts in the amount of $ 29,571 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 6,746 remained outstanding at December 31, 2022.

Principal and accrued interest in the amounts $ 132,000 and $ 4,899 , respectively, were due on the Enright Note at December 31, 2022.

During the three months ended March 31, 2023, interest in the amount of $ 4,561 was accrued on the Enright Note;

principal and accrued interest in the amount of $ 132,000 and $ 9,460 , respectively, were due on this note at March 31, 2023.

This note was in default at March 31, 2023.

Mitchell Note

On September 2, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 71,000 to John Mitchell (the “Mitchell Note”).

The Mitchell Note bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) November 30, 2022 , or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

The purchase price of the Mitchell Note was $ 60,350 ;

the amount payable at maturity will be $71,000 plus 10 % of that amount plus any accrued and unpaid interest.

Following an event of default as defined in the Mitchell Note, the principal amount shall bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%.

The Mitchell Note entered default status on December 1, 2022, and the interest rate increased to 18 %.

The Mitchell Note contains a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security which Mr.

Mitchell reasonably believes contains a term that is more favorable than those in the Mitchell Note, the Company shall notify Mr.

Mitchell of such term, and such term, at the option of Mr.

Mitchell, shall become a part of the Mitchell Note.

In addition, Mr.

Mitchell received 582 shares of common stock with a value of $ 3,124 ;

this amount was recorded as a discount to the Mitchell Note.

Interest in the amount of $ 2,817 was accrued on the Mitchell Note during the year ended December 31, 2022.

Discounts in the amount of $ 20,874 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 0 remained outstanding at December 31, 2022.

Principal and accrued interest in the amounts $ 78,100 and $ 2,817 , respectively, were due on the Mitchell Note at December 31, 2022.

The Mitchell Note was in default at December 31, 2022.

During the three months ended March 31, 2023, interest in the amount of $ 3,234 was accrued on the Mitchell Note;

principal and accrued interest in the amount of $ 78,100 and $ 6,051 , respectively, were due on this note at March 31, 2023.

This note was in default at March 31, 2023.

Lightmas Note

On September 2, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 60,000 to Frank Lightmas (the “Lightmas Note”).

The Lightmas Note bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) November 30, 2022 , or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

The purchase price of the Lightmas Note was $ 51,000 ;

the amount payable at maturity will be $60,000 plus 10 % of that amount plus any accrued and unpaid interest.

Following an event of default as defined in the Lightmas Note, the principal amount shall bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%.

The Lightmas Note entered default status on December 1, 2022, and the interest rate increased to 18 %.

The Lightmas Note contains a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security which Mr.

Lightmas reasonably believes contains a term that is more favorable than those in the Lightmas Note, the Company shall notify Mr.

Lightmas of such term, and such term, at the option of Mr.

Lightmas, shall become a part of the Lightmas Note.

In addition, Mr.

Lightmas received 492 shares of common stock with a value of $ 2,640 ;

this amount was recorded as a discount to the Lightmas Note.

Interest in the amount of $ 2,380 was accrued on the Lightmas Note during the year ended December 31, 2022.

Discounts in the amount of $ 17,640 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 0 remained outstanding at December 31, 2022.

Principal and accrued interest in the amounts $ 66,000 and $ 2,380 , respectively, were due on the Lightmas Note at December 31, 2022.

The Lightmas Note was in default at December 31, 2022.

During the three months ended March 31, 2023, interest in the amount of $ 2,733 was accrued on the Lightmas Note;

principal and accrued interest in the amount of $ 66,000 and $ 5,113 , respectively, were due on this note at March 31, 2023.

This note was in default at March 31, 2023.

On September 2, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 30,000 to Lisa Lewis (the “Lewis Note”).

The Lewis Note bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) November 30, 2022 , or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

The purchase price of the Lewis Note was $ 25,500 ;

the amount payable at maturity will be $30,000 plus 10 % of that amount plus any accrued and unpaid interest.

Following an event of default as defined in the Lewis Note, the principal amount shall bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%.

The Lewis Note entered default status on December 1, 2022, and the interest rate increased to 18 %.

The Lewis Note contains a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security which Ms.

Lewis reasonably believes contains a term that is more favorable than those in the Lewis Note, the Company shall notify Ms.

Lewis of such term, and such term, at the option of Ms.

Lewis, shall become a part of the Lewis Note.

In addition, Ms.

Lewis received 246 shares of common stock with a value of $ 1,320 ;

this amount was recorded as a discount to the Lewis Note.

Interest in the amount of $ 1,190 was accrued on the Lewis Note during the year ended December 31, 2022.

Discounts in the amount of $ 8,820 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 0 remained outstanding at December 31, 2022.

Principal and accrued interest in the amounts $ 33,000 and $ 1,190 , respectively, were due on the Lewis Note at December 31, 2022.

The Lewis Note was in default at December 31, 2022.

During the three months ended March 31, 2023, interest in the amount of $ 1,367 was accrued on the Lewis Note;

principal and accrued interest in the amount of $ 33,000 and $ 2,557 , respectively, were due on this note at March 31, 2023.

This note was in default at March 31, 2023.

On September 2, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 30,000 to Sharon Goff (the “Goff Note”).

The Goff Note bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) November 30, 2022 , or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

The purchase price of the Goff Note was $ 25,500 ;

the amount payable at maturity will be $30,000 plus 10 % of that amount plus any accrued and unpaid interest.

Following an event of default as defined in the Goff Note, the principal amount shall bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%.

The Goff Note entered default status on December 1, 2022, and the interest rate increased to 18 %.

The Goff Note contains a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security which Ms.

Goff reasonably believes contains a term that is more favorable than those in the Goff Note, the Company shall notify Ms.

Goff of such term, and such term, at the option of Ms.

Goff, shall become a part of the Goff Note.

In addition, Ms.

Goff received 246 shares of common stock with a value of $ 1,320 ;

this amount was recorded as a discount to the Goff Note.

Interest in the amount of $ 1,190 was accrued on the Goff Note during the year ended December 31, 2022.

Discounts in the amount of $ 8,820 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 0 remained outstanding at December 31, 2022.

Principal and accrued interest in the amounts $ 33,000 and $ 1,190 , respectively, were due on the Goff Note at December 31, 2022.

The Goff Note was in default at December 31, 2022.

During the three months ended March 31, 2023, interest in the amount of $ 1,367 was accrued on the Goff Note;

principal and accrued interest in the amount of $ 33,000 and $ 2,557 , respectively, were due on this note at March 31, 2023.

This note was in default at March 31, 2023.

On September 2, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 100,000 to Cliff Hagan (the “Hagan Note”).

The Hagan Note bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) December 10, 2022 , or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

The purchase price of the Hagan Note was $ 85,000 ;

the amount payable at maturity will be $100,000 plus 10 % of that amount plus any accrued and unpaid interest.

Following an event of default as defined in the Hagan Note, the principal amount shall bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%.

The Hagan Note entered default status on December 11, 2022, and the interest rate increased to 18 %.

The Hagan Note contains a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security which Mr.

Hagan reasonably believes contains a term that is more favorable than those in the Hagan Note, the Company shall notify Mr.

Hagan of such term, and such term, at the option of Mr.

Hagan, shall become a part of the Hagan Note.

In addition, Mr.

Hagan received 820 shares of common stock with a value of $ 4,715 ;

this amount was recorded as a discount to the Hagan Note.

Interest in the amount of $ 3,556 was accrued on the Hagan Note during the year ended December 31, 2022.

Discounts in the amount of $ 29,715 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 0 remained outstanding at December 31, 2022.

Principal and accrued interest in the amounts $ 110,000 and $ 3,556 , respectively, were due on the Hagan Note at December 31, 2022.

During the three months ended March 31, 2023, interest in the amount of $ 4,550 was accrued on the Hagan Note;

principal and accrued interest in the amount of $ 110,000 and $ 8,106 , respectively, were due on this note at March 31, 2023.

This note was in default at March 31, 2023.

On September 14, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 200,000 to Darling Capital, LLC (“Darling”), (the “Darling Note”).

The Darling Note bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) December 15, 2022 , or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

The purchase price of the Darling Note was $ 170,000 ;

the amount payable at maturity will be $200,000 plus 10 % of that amount plus any accrued and unpaid interest.

Following an event of default as defined in the Darling Note, the principal amount shall bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%.

The Darling Note entered default status on December 15, 2022, and the interest rate increased to 18 %.

The Darling Note contains a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security which Darling reasonably believes contains a term that is more favorable than those in the Darling Note, the Company shall notify Darling of such term, and such term, at the option of Darling shall become a part of the Darling Note.

In addition, Darling received 1,640 shares of common stock with a value of $ 10,824 ;

this amount was recorded as a discount to the Darling Note.

Interest in the amount of $ 6,619 was accrued on the Darling Note during the year ended December 31, 2022.

Discounts in the amount of $ 60,824 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 0 remained outstanding at December 31, 2022.

Principal and accrued interest in the amounts $ 220,000 and $ 6,619 , respectively, were due on the Darling Note at December 31, 2022.

During the three months ended March 31, 2023, interest in the amount of $ 9,092 was accrued on the Darling Note;

principal and accrued interest in the amount of $ 220,000 and $ 15,711 , respectively, were due on this note at March 31, 2023.

This note was in default at March 31, 2023.

On September 15, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 50,000 to Mack Leath (the “Leath Note”).

The Leath Note bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) December 15, 2022 , or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

The purchase price of the Leath Note was $ 42,500 ;

the amount payable at maturity will be $ 55,000 plus 10 % of that amount plus any accrued and unpaid interest.

Following an event of default as defined in the Leath Note, the principal amount shall bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%.

The Leath Note entered default status on December 16, 2022, and the interest rate increased to 18 %.

The Leath Note contains a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security which Mr.

Leath reasonably believes contains a term that is more favorable than those in the Leath Note, the Company shall notify Mr.

Leath of such term, and such term, at the option of Mr.

Leath, shall become a part of the Leath Note.

In addition, Mr.

Leath received 410 shares of common stock with a value of $ 2,868 ;

this amount was recorded as a discount to the Leath Note.

Interest in the amount of $ 1,641 was accrued on the Leath Note during the year ended December 31, 2022.

Discounts in the amount of $ 15,368 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 0 remained outstanding at December 31, 2022.

Principal and accrued interest in the amounts $ 55,000 and $ 1,641 , respectively, were due on the Leath Note at December 31, 2022.

During the three months ended March 31, 2023, interest in the amount of $ 2,273 was accrued on the Leath Note;

principal and accrued interest in the amount of $ 55,000 and $ 3,914 , respectively, were due on this note at March 31, 2023.

This note was in default at March 31, 2023.

On October 5, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 500,000 to the Cavalry Fund LLP (“Cavalry”), (the “Cavalry Note”) with a due date of December 31, 2022.

The Cavalry Note is subject to an exchange agreement (the “Series E Exchange Agreement”) whereby Cavalry will exchange (a) amounts due under the Cavalry Note, (b) 1,000,000 shares of the Company’s Series C Convertible Preferred Stock, and (c) 750,000 shares of the Company’s Series D Convertible Preferred Stock for a number of shares of the Company’s Series E Convertible Preferred Stock equal to 150% of the principal amount of the Cavalry Note plus 150% of the stated value of the Series C and Series D convertible Preferred Stock.

The Cavalry Note bears interest at the rate of 10 % per annum which will accrue from the date of the note only if the Cavalry Note is not converted pursuant to the Series E Exchange Agreement by December 10, 2022.

Following an event of default as defined in the Cavalry Note, the principal amount shall bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The Cavalry Note contains a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security which Cavalry reasonably believes contains a term that is more favorable than those in the Cavalry Note, the Company shall notify the Cavalry of such term, and such term, at the option of Cavalry, shall become a part of the Cavalry Note.

In addition, Cavalry received five-year warrants to purchase 750 shares of common stock at a price equal to the price of any warrant included in an offering in connection with listing at the Nasdaq Global Market.

These warrants are not deemed issued at December 31, 2022 because the exercise price was not yet determined.

Costs in the amount of $ 7,500 were also charged to discount on the Cavalry Note.

Discounts in the amount of $ 10,500 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 0 remained outstanding at December 31, 2022.

Principal and accrued interest in the amounts $ 500,000 and $ 11,918 , respectively, were due on the Cavalry Note at December 31, 2022.

Concurrent with the Cavalry Note, the Company entered into an exchange agreement (the “Cavalry Exchange Agreement”).

Pursuant to the Calvary Exchange Agreement, Cavalry shall exchange (a) 1,000,000 shares of the Company’s Series C Convertible Preferred Stock (b) 750,000 shares of the Company’s Series D Convertible Preferred Stock and (c) amounts owing under the Cavalry Note, for a number of Series E Convertible Preferred Stock (the “Series E Shares”) equal to 150% of the principal amount of the Cavalry Note, plus 150% of the stated value of the Series C Shares and Series D Shares (the “Series E Exchange Value”).

No transactions occurred pursuant to the Cavalry Exchange Agreement during the year ended December 31, 2022.

See notes 12 and 16.

During the three months ended March 31, 2023, interest in the amount of $ 22,655 was accrued on the Cavalry Note;

principal and accrued interest in the amount of $ 500,000 and $ 34,583 , respectively, were due on this note at March 31, 2023.

This note was in default at March 31, 2023.

Mercer Note 1

On October 7, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 300,000 to the Mercer Street Global Opportunity Fund (“Mercer”), (the “Mercer Note 1”) with a due date of December 31, 2022 .

The Mercer Note 1 is subject to the Series E Exchange Agreement whereby Mercer will exchange (a) amounts due under the Mercer Note 1, (b) 47,619 shares of the Company’s Series C Convertible Preferred Stock, and (c) 750,000 shares of the Company’s Series D Convertible Preferred Stock for a number of shares of the Company’s Series E Convertible Preferred Stock equal to 150% of the principal amount of the Mercer Note 1 plus 150% of the stated value of the Series C and Series D convertible Preferred Stock.

The Mercer Note 1 bears interest at the rate of 10 % per annum which will accrue from the date of the note only if the Mercer Note 1 is not converted pursuant to the Series E Exchange Agreement by December 10, 2022.

Following an event of default as defined in the Mercer Note 1, the principal amount shall bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The Mercer Note 1 contains a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security which Mercer reasonably believes contains a term that is more favorable than those in the Mercer Note 1, the Company shall notify Mercer of such term, and such term, at the option of Mercer, shall become a part of the Mercer Note 1.

In addition, Mercer received five-year warrants to purchase 750 shares of common stock at a price equal to the price of any warrant included in an offering in connection with listing at the Nasdaq Global Market.

These warrants are not deemed issued at December 31, 2022 because the exercise price was not yet determined.

Interest in the amount of $ 6,986 was accrued on the Mercer Note 1 during the year ended December 31, 2022.

Discounts in the amount of $ 10,500 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 0 remained outstanding at December 31, 2022.

Principal and accrued interest in the amounts $ 300,000 and $ 6,986 , respectively, were due on the Mercer Note 1 at December 31, 2022.

Concurrent with the Mercer Note 1, the Company entered into an exchange agreement (the “Mercer Exchange Agreement”).

Pursuant to the Mercer Exchange Agreement, Mercer shall exchange (a) 47,619 shares of the Company’s Series C Convertible Preferred Stock, (b) 750,000 shares of the Company’s Series D Convertible Preferred Stock, and (c) amounts owing under the Mercer Note, for a number of Series E Convertible Preferred Stock (the “Series E Shares”) equal to 150% of the principal amount of the Mercer Note, plus 150% of the stated value of the Series C Shares and Series D Shares (the “Series E Exchange Value”).

No transactions occurred pursuant to the Cavalry Exchange Agreement during the year ended December 31, 2022.

See note 12 and 16.

During the three months ended March 31, 2023, interest in the amount of $ 13,597 was accrued on the Mercer Note 1;

principal and accrued interest in the amount of $ 300,000 and $ 20,583 , respectively, were due on this note at March 31, 2023.

This note was in default at March 31, 2023.

On October 10, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 30,000 to the Pinz Capital Special Opportunities Fund (“Pinz”), (the “Pinz Note”) with a due date of December 31, 2022 .

The Pinz Note is subject to the Series E Exchange Agreement whereby Pinz will exchange (a) amounts due under the Pinz Note, (b) 100,000 shares of the Company’s Series D Convertible Preferred Stock for a number of shares of the Company’s Series E Convertible Preferred Stock equal to 150% of the principal amount of the Pinz Note plus 150% of the stated value of the Series D convertible Preferred Stock.

The Pinz Note bears interest at the rate of 10 % per annum which will accrue from the date of the note only if the Pinz Note is not converted pursuant to the Series E Exchange Agreement by December 10, 2022.

Following an event of default as defined in the Pinz Note, the principal amount shall bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The Pinz Note contains a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security which the Pinz Fund LLP reasonably believes contains a term that is more favorable than those in the Pinz Note, the Company shall notify the Pinz Fund LLP of such term, and such term, at the option of the Pinz Fund, LLP, shall become a part of the Pinz Note.

In Interest in the amount of $ 6,986 was accrued on the Pinz Note during the year ended December 31, 2022.

Discounts in the amount of $ 2,100 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 0 remained outstanding at December 31, 2022.

Principal and accrued interest in the amounts $ 30,000 and $ 674 , respectively, were due on the Pinz Note at December 31, 2022.

Concurrent with the Pinz Note, the Company entered into an exchange agreement (the “Pinz Exchange Agreement ”).

Pursuant to the Pinz Exchange Agreement, Pinz shall exchange (a) 100,000 shares of the Company’s Series D Convertible Preferred Stock, and (b) amounts owing under the Pinz Note, for a number of Series E Convertible Preferred Stock equal to 150% of the principal amount of the Pinz Note, plus 150% of the stated value of the Series D Shares.

No transactions occurred pursuant to the Pinz Exchange Agreement during the year ended December 31, 2022.

See note 12 and 16.

During the three months ended March 31, 2023, interest in the amount of $ 1,359 was accrued on the Pinz Note;

principal and accrued interest in the amount of $ 30,000 and $ 2,033 , respectively, were due on this note at March 31, 2023.

This note was in default at March 31, 2023.

Mercer Note 2

On October 24, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 100,000 to Mercer (the “Mercer Note 2”) with a due date of December 31, 2022 .

The Mercer Note 2 is subject to the Series E Exchange Agreement whereby Mercer will exchange (a) amounts due under the Mercer Note 2 for a number of shares of the Company’s Series E Convertible Preferred Stock equal to 150% of the principal amount of the Mercer Note 2.

See note 122.

The Mercer Note 2 bears interest at the rate of 10% per annum which will accrue from the date of the note only if the Mercer Note 2 is not converted pursuant to the Series E Exchange Agreement by December 10, 2022.

Following an event of default as defined in the Mercer Note 2, the principal amount shall bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The Mercer Note 2 contains a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security which Mercer reasonably believes contains a term that is more favorable than those in the Mercer Note 2, the Company shall notify Mercer of such term, and such term, at the option of Mercer, shall become a part of the Mercer Note 2.

These warrants are not deemed issued at December 31, 2022 because the exercise price was not yet determined.

Interest in the amount of $ 1,863 was accrued on the Mercer Note 2 during the year ended December 31, 2022.

Discounts in the amount of $ 1,900 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 0 remained outstanding at December 31, 2022.

Principal and accrued interest in the amounts $ 100,000 and $ 1,863 , respectively, were due on the Mercer Note 2 at December 31, 2022.

Amounts due under the Mercer Note 2 will convert pursuant to the terms of the Mercer Exchange Agreement into shares of the Company’s series E Preferred Stock.

See note 12 and 16.

During the three months ended March 31, 2023, interest in the amount of $ 4,526 was accrued on the Mercer Note 2;

principal and accrued interest in the amount of $ 100,000 and $ 6,389 , respectively, were due on this note at March 31, 2023.

This note was in default at March 31, 2023.

Mercer Note 3

On December 2, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 125,000 to Mercer (the “Mercer Note 3”) with a due date of May 21, 2023 .

The Mercer Note 3 is subject to the Series E Exchange Agreement whereby Mercer will exchange amounts due under the Mercer Note 3 for a number of shares of the Company’s Series E Convertible Preferred Stock equal to 150% of the principal amount of the Mercer Note 3.

The Mercer Note 3 bears interest at the rate of 10 % per annum which will accrue from the date of the note only if the Mercer Note 3 is not converted pursuant to the Series E Exchange Agreement by May 10, 2023.

Following an event of default as defined in the Mercer Note 3, the principal amount shall bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The Mercer Note 3 contains a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security which Mercer reasonably believes contains a term that is more favorable than those in the Mercer Note 3, the Company shall notify Mercer of such term, and such term, at the option of Mercer, shall become a part of the Mercer Note 3.

These warrants are not deemed issued at December 31, 2022 because the exercise price was not yet.

Discounts in the amount of $ 4,028 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 20,972 remained outstanding at December 31, 2022.

Principal and accrued interest in the amounts $ 125,000 and $ 993 , respectively, were due on the Mercer Note 3 at December 31, 2022.

During the three months ended March 31, 2023, interest in the amount of $ 3,139 was accrued on the Mercer Note 3;

principal and accrued interest in the amount of $ 125,000 and $ 4,132 , respectively, were due on this note at March 31, 2023.

This note was in default at March 31, 2023.

These amounts are reflected in the table below:

Notes Payable

Notes payable - net of discount

Current Portion, net of discount

Long-term portion, net of discount

Interest expense on notes payable was $ 248,596 and $ 0 for the three months ended March 31, 2023 and 2022, respectively.

Accrued interest on notes payable was $ 475,276 and $ 362,094 at March 31, 2023 and December 31, 2022, respectively.

Notes Payable – Related Parties

On December 30, 2021, we issued a 10% Promissory Note in the principal amount of $ 1,000,000 in a related party transaction to the Michael C.

Howe Living Trust (the “Howe Note 1”).

Howe is the Chief Executive Officer of the Good Clinic LLC, one of our subsidiaries.

The principal amount of the Howe Note 1 is $ 1,000,000 , carries a 10 % interest rate per annum, accrued monthly, and has a maturity date that is the earlier of (i) November 30, 2022, or (ii) five (5) business days after the date on which we successfully lists its shares of common stock on Nasdaq or NYSE .

The purchase price of the Howe Note 1 payable to us for the Howe Note 1 was $ 850,000 and was funded on December 30, 2021.

The Howe Note 1 bears interest at the rate of 10% interest rate per annum and has a maturity date that is the earlier of (i) November 30, 2022 , as extended, or (ii) five (5) business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

The purchase price of the Howe Note 1 was $ 850,000 ;

the amount payable at maturity will be $1,000,000 plus 10 % of that amount plus any accrued and unpaid interest.

Following an event of default, as defined in the Howe Note 1, the principal amount shall bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%.

The Howe Note 1 contains a “most favored nations” clause that provides that, so long as the Howe Note 1 is outstanding, if we issue any new security, which Mr.

The Howe Note 1 entered delinquent status on December 1, 2022, and the interest rate increased to 18 %.

The Howe Note 1 contains a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security, which Mr.

Howe reasonably believes contains a term that is more favorable than those in the Howe Note 1, we shall notify Mr.

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In addition, Mr.

Howe will be issued 410,000 of common stock as commitment shares.

As further consideration for the purchase price of the Howe Note 1, promptly following the issue of the Howe Note 1, we shall issue to Mr.

Howe two common stock purchase warrants, entitling Mr.

Howe to purchase (i) 2,100,000 shares of our common stock on substantially the same terms as the Series A warrant issued in connection with the Company’s Series D Convertible Preferred Stock, and (ii) 2,100,000 shares of our common stock on substantially the same terms as the Series B warrant issued in connection with our Series D Convertible Preferred Stock, one Series A Warrant, and one Series B Warrant.

The Series A and Series B Warrants issued to Mr.

Howe under the Howe Note 1 had a fair value of $ 261,568 at the date of issuance, which was recorded as a discount to the Howe Note 1.

Discounts in the amount of $ 511,568 were amortized to interest expense during the nine months ended September 30, 2022, and total discounts in the amount of $ 0 remained outstanding at September 30, 2022.

Debt for Equity Exchange with Gardner Builders Holdings, LLC

We entered into a debt-for-equity exchange agreement with Gardner Builders Holdings, LLC (“Gardner”) on January 5, 2022 (the “Gardner Agreement”).

Pursuant to the Gardner Agreement, we have authorized the issuance of shares of restricted common stock, par value $0.01 per share, of MITI (the “Restricted Shares”) to Gardner in exchange for the Company Debt Obligations, as defined below.

The Gardner Agreement settles certain amounts owed by us to Gardner (the “Accounts Payable Amount”) as well as upcoming amounts that will become due between the date of the Gardner Agreement and April 1, 2022.

The Gardner Agreement also settles incurred interest and penalties on the amounts owed through January 5, 2022, as well as future interest payments on amounts to be incurred in the first quarter of 2022 (collectively, the “Additional Costs”, and combined with the Accounts Payable Amount, the “Company Debt Obligations”).

The Accounts Payable Amount is $ 500,000 , the Additional Costs amount is $ 294,912 and the conversion price is $ 0.25 .

As a result, 3,179,650 Restricted Shares were authorized to be issued.

Our Board of Directors approved the Gardner Agreement on January 5, 2022.

10% Promissory Notes to Lawrence Diamond

Diamond Note 1 - We issued a 10% Promissory Note due, as extended, November 30, 2022 (the “Diamond Note 1”), dated February 14, 2022, to Lawrence Diamond.

Diamond is our Chief Executive Officer and a member of our Board of Directors.

The principal amount of the Diamond Note 1 is $ 175,000 , carries a 10 % interest rate per annum, accrued monthly, and has a maturity date, as extended, that is the earlier of (i) November 30, 2022, or (ii) five business days after the date on which we successfully list our shares of common stock on Nasdaq or NYSE .

The purchase price of the Diamond Note 1 payable to us for the Diamond Note 1 was $ 148,750 and was funded on February 14, 2022.

The amount payable at maturity will be $175,000 plus 10% of that amount plus accrued and unpaid interest.

Howe five-year warrants to purchase 42,000 shares of common stock at a price of $ 25.00 per share, and five-year warrants to purchase 42,000 shares of common stock at $ 37.50 per share with an aggregate fair value of $ 261,568 at the date of issuance, which was recorded as a discount to this note.

Interest in the amount of $ 106,795 was accrued on the Howe Note 1 during the year ended December 31, 2022.

Discounts in the amount of $ 511,568 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 0 remained outstanding at December 31, 2022.

Principal and accrued interest in the amounts $ 1,100,000 and $ 106,795 , respectively, were due on the Howe Note 1 at December 31, 2022.

During the three months ended March 31, 2023, interest in the amount of $ 46,761 was accrued on the Howe Note 1;

principal and accrued interest in the amount of $ 1,100,000 and $ 153,556 , respectively, were due on this note at March 31, 2023.

This note was in default at March 31, 2023.

Diamond Note 1

On February 24, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 175,000 in a related party transaction to Lawrence Diamond, our Chief Executive Officer and a member of our Board of Directors (the “Diamond Note 1”).

The Diamond Note 1 bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) November 30, 2022 , as extended, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

The purchase price of the Diamond Note 1 was $ 148,750 ;

the amount payable at maturity will be $175,000 plus 10 % of that amount plus any accrued and unpaid interest.

Following an event of default as defined in the Diamond Note 1, the principal amount shall bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%.

The Diamond Note 1 contains a “most favored nations” clause that provides that, so long as the Diamond Note 1 is outstanding, if we issue any new security, which Mr.

Diamond believes contains a term that is more favorable than those in the Diamond Note 1, we shall notify Mr.

The Diamond Note 1 entered default status on December 1, 2022, and the interest rate increased to 18 %.

The Diamond Note 1 contains a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security which Mr.

Diamond reasonably believes contains a term that is more favorable than those in the Diamond Note 1, the Company shall notify Mr.

Diamond of such term, and such term, at the option of Mr.

Diamond, shall become a part of the Diamond Note 2.

In addition to the Diamond Note 1 Mr.

Diamond will be issued (i) 367,500 5-year warrants that may be exercised at $0.50 per share and 367,500 5-year warrants that may be exercised at $0.75 per share;

and (ii) 71,750 shares of common stock as commitment shares.

These warrants have all of the same terms as those previously issued in conjunction with our Series C Preferred shares and its Series D Preferred shares.

Discounts in the amount of $ 44,664 were amortized to interest expense during the nine months ended September 30, 2022, and total discounts in the amount of $ 0 remained outstanding at September 30, 2022.

Diamond Note 2 - We issued a 10% Promissory Note due, as extended, November 30, 2022 (the “Diamond Note 2”), dated March 18, 2022, to Lawrence Diamond.

The principal amount of the Diamond Note 2 is $ 235,294 , carries a 10 % interest rate per annum, accrued monthly, and has a maturity date, as extended, that is the earlier of (i) November 30, 2022, (ii) five (5) business days after the date on which we successfully list its shares of common stock on Nasdaq or NYSE .

The purchase price of the Diamond Note 2 payable to us for the Diamond Note 2 was $ 200,000 and was funded on March 18, 2022.

In addition, Mr.

Diamond received five-year warrants to purchase 7,350 shares of common stock at a price of $ 25.00 per share, and five-year warrants to purchase 7,350 shares of common stock at $ 37.50 per share with an aggregate fair value of $ 2,914 at the date of issuance, which was recorded as a discount to this note.

Interest in the amount of $ 16,052 was accrued on the Diamond Note 1 during the year ended December 31, 2022.

Discounts in the amount of $ 46,664 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 0 remained outstanding at December 31, 2022.

Principal and accrued interest in the amounts $ 192,500 and $ 16,052 , respectively, were due on the Diamond Note 1 at December 31, 2022.

During the three months ended March 31, 2023, interest in the amount of $ 8,099 was accrued on the Diamond Note 1;

principal and accrued interest in the amount of $ 192,500 and $ 24,151 , respectively, were due on this note at March 31, 2023.

This note was in default at March 31, 2023.

Diamond Note 2

On March 18, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 235,294 in a related party transaction to Lawrence Diamond, our Chief Executive Officer and a member of our Board of Directors (the “Diamond Note 2).

The Diamond Note 2 bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) November 30, 2022 , as extended, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

The purchase price of the Diamond Note 2 was $ 200,000 ;

the amount payable at maturity will be $235,294 plus 10 % of that amount plus any accrued and unpaid interest.

Following an event of default as defined in the Diamond Note 2, the principal amount shall bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%.

The Diamond Note 2 contains a “most favored nations” clause that provides that, so long as the Diamond Note 2 is outstanding, if we issue any new security, which Mr.

The Diamond Note 2 entered default status on December 1, 2022, and the interest rate increased to 18 %.

The Diamond Note 2 contains a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security which Mr.

Diamond reasonably believes contains a term that is more favorable than those in the Diamond Note 2, the Company shall notify Mr.

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In addition, Mr.

Diamond will be issued 200,000 5 -year warrants at a price of $ 0.50 that may be exercised on substantially the same terms as the Series A warrant issued in connection with the Company’s Series D Convertible Preferred Stock, and 96,450 shares as commitment shares.

All but $ 23,529 of the Diamond Note 2 was paid off on April 8, 2022.

Discounts in the amount of $ 83,823 were amortized to interest expense during the nine months ended September 30, 2022, and total discounts in the amount of $ 22,672 remained outstanding at September 30, 2022.

Diamond Note 3 - We issued a 10% Promissory Note due, as extended, November 30, 2022 (the “Diamond Note 3”), dated April 27, 2022, to Lawrence Diamond, which was subsequently amended.

The principal amount of the Diamond Note 3 is $ 235,294.00 , carries a 10 % interest rate per annum, accrued monthly, and has a maturity date, as extended, that is the earlier of (i) November 30, 2022, or (ii) five (5) business days after the date on which we successfully lists its shares of common stock on Nasdaq or NYSE .

The purchase price of the Diamond Note 3 payable to us for the Diamond Note 3 was $ 200,000 and was funded on April 27, 2022.

Diamond received five-year warrants to purchase 1,930 shares of common stock at a price of $ 25.00 per share a fair value of $ 2,213 at the date of issuance, which was recorded as a discount to this note.

Interest in the amount of $ 1,676 was accrued on the Diamond Note 2 during the year ended December 31, 2022.

Principal in the amount of $ 235,294 was paid on the Diamond Note 2 during the year ended December 31, 2022.

Discounts in the amount of $ 61,036 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 0 remained outstanding at December 31, 2022.

Principal and accrued interest in the amounts $ 23,529 and $ 1,699 , respectively, were due on the Diamond Note 2 at December 31, 2022.

During the three months ended March 31, 2023, interest in the amount of $ 0 was accrued on the Diamond Note 2;

principal and accrued interest in the amount of $ 23,529 and $ 1,676 , respectively, were due on this note at March 31, 2023.

This note was in default at March 31, 2023.

Diamond Note 3

On April 27, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 235,294 in a related party transaction to Lawrence Diamond, our Chief Executive Officer and a member of our Board of Directors (the “Diamond Note 3”).

The Diamond Note 3 bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) November 30, 2022 , as extended, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

The purchase price of the Diamond Note 3 was $ 200,000 ;

the amount payable at maturity will be $235,294 plus 10 % of that amount plus any accrued and unpaid interest.

Following an event of default as defined in the Diamond Note 3, the principal amount shall bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%.

The Diamond Note 3 contains a “most favored nations” clause that provides that, so long as the Diamond Note 3 is outstanding, if we issue any new security, which Mr.

The Diamond Note 3 entered default status on December 1, 2022, and the interest rate increased to 18 %.

The Diamond Note 3 contains a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security which Mr.

Diamond reasonably believes contains a term that is more favorable than those in the Diamond Note 3, the Company shall notify Mr.

2 unchanged sentences

In addition, Mr.

Diamond will be issued (i) 96,471 5 -year warrants at a price of $ 0.50 that may be exercised on substantially the same terms as the Series A warrant issued in connection with our Series D Convertible Preferred Stock and (ii) 96,471 shares of Common Stock as commitment shares.

Discounts in the amount of $ 83,823 were amortized to interest expense during the nine months ended September 30, 2022, and total discounts in the amount of $ 0 remained outstanding at September 30, 2022.

Diamond Note 4 - We issued a 10% Promissory Note due as described below (the “Diamond Note 4”), dated May 18, 2022, to Lawrence Diamond.

The principal amount of the Diamond Note 4 is $ 47,059 , carries a 10 % interest rate per annum, accrued monthly, and has a maturity date, as extended, that is the earlier of (i) five business days after the date on which we successfully lists its shares of common stock on Nasdaq or NYSE, or (ii) November 30, 2022 .

The purchase price of the Diamond Note 4 payable to us for the Diamond Note 4 was $ 40,000 and was funded on May 18, 2022.

Diamond received five-year warrants to purchase 1,930 shares of common stock at a price of $ 25.00 per share with a fair value of $ 8,800 at the date of issuance, and 1,930 shares of common stock with a value of $ 16,200 ;

these amounts were recorded as discounts on the Diamond Note 3.

Interest in the amount of $ 17,586 was accrued on the Diamond Note 3 during the year ended December 31, 2022.

Discounts in the amount of $ 83,823 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 0 remained outstanding at December 31, 2022.

Principal and accrued interest in the amounts $ 258,823 and $ 17,586 , respectively, were due on the Diamond Note 3 at December 31, 2022.

During the three months ended March 31, 2023, interest in the amount of $ 10,832 was accrued on the Diamond Note 3;

principal and accrued interest in the amount of $ 258,823 and $ 28,418 , respectively, were due on this note at March 31, 2023.

This note was in default at March 31, 2023.

Diamond Note 4

On May 18, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 47,059 in a related party transaction to Lawrence Diamond, our Chief Executive Officer and a member of our Board of Directors (the “Diamond Note 4”).

The Diamond Note 4 bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) November 30, 2022 , as extended, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

The purchase price of the Diamond Note 4 was $ 40,000 ;

the amount payable at maturity will be $47,059 plus 10% of that amount plus any accrued and unpaid interest.

Following an event of default as defined in the Diamond Note 4, the principal amount shall bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%.

The Diamond Note 4 contains a “most favored nations” clause that provides that, so long as the Diamond Note 4 is outstanding, if we issue any new security, which the Mr.

Diamond reasonably believes contains a term that is more favorable than those in the Diamond Note 4, we shall notify the Mr.

The Diamond Note 4 entered default status on December 1, 2022, and the interest rate increased to 18 %.

The Diamond Note 4 contains a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security which Mr.

Diamond reasonably believes contains a term that is more favorable than those in the Diamond Note 4, the Company shall notify Mr.

Diamond of such term, and such term, at the option of Mr.

Diamond, shall become a part of the Note.

Diamond, shall become a part of the Diamond Note 4.

In addition, Mr.

Diamond will be issued (1) 19,294 five-year warrants (the “May 18 Diamond Warrants”) at a price of $ 0.50 that may be exercised on substantially the same terms as the Series A warrant issued in connection with our Series D Convertible Preferred Stock and (2) 19,294 shares of Common Stock as commitment shares.

Discounts in the amount of $ 17,885 were amortized to interest expense during the nine months ended September 30, 2022, and total discounts in the amount of $ 0 remained outstanding at September 30, 2022.

Finnegan Note 1

On May 23, 2022, the Company issued a 10% Promissory Note due as described below (the “Finnegan Note 1”) to Jessica Finnegan.

The principal amount of the Finnegan Note 1 is $ 47,059 , carries a 10 % interest rate per annum, payable in monthly installments, and has a maturity date that is the earlier of (i) four business days after the date on which we successfully lists its shares of common stock on Nasdaq or NYSE, or (ii) two business days after the date of receipt of the Company of the next round of debt or equity financing in a net amount of at least $600,000 .

The purchase price of the Finnegan Note 1 was $ 40,000 resulting in an original issue discount of $ 7,059 and was funded on May 18, 2022.

The amount payable at maturity will be $47,059 plus 10% of that amount plus any accrued and unpaid interest, resulting in a premium and related discount in the amount of $ 4,706 .

Following an event of default, as defined in the Finnegan Note 1, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

Finnegan of such term, and such term, at the option of Ms.

Finnegan, shall become a part of the Note.

Diamond received five-year warrants to purchase 386 shares of common stock at a price of $ 25.00 per share with a fair value of $ 2,960 at the date of issuance, and 1,930 shares of common stock with a value of $ 3,160 ;

these amounts were recorded as discounts on the Diamond Note 4.

Interest in the amount of $ 3,245 was accrued on the Diamond Note 4 during the year ended December 31, 2022.

Discounts in the amount of $ 17,885 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 0 remained outstanding at December 31, 2022.

Principal and accrued interest in the amounts $ 51,765 and $ 3,245 , respectively, were due on the Diamond Note 4 at December 31, 2022.

During the three months ended March 31, 2023, interest in the amount of $ 2,164 was accrued on the Diamond Note 4;

principal and accrued interest in the amount of $ 51,765 and $ 5,409 , respectively, were due on this note at March 31, 2023.

This note was in default at March 31, 2023.

Diamond Note 5

On May 26, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 58,823 in a related party transaction to Lawrence Diamond, our Chief Executive Officer and a member of our Board of Directors (the “Diamond Note 5”).

The Diamond Note 5 bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) November 30, 2022 , or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

The purchase price of the Diamond Note 5 was $ 50,000 ;

the amount payable at maturity will be $58,823 plus 10 % of that amount plus any accrued and unpaid interest.

Following an event of default as defined in the Diamond Note 5, the principal amount shall bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%.

The Diamond Note 5 entered default status on December 1, 2022, and the interest rate increased to 18 %.

The Diamond Note 5 contains a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security which Mr.

Diamond reasonably believes contains a term that is more favorable than those in the Diamond Note 5, the Company shall notify Mr.

Diamond of such term, and such term, at the option of Mr.

Diamond, shall become a part of the Diamond Note 5.

In addition, Mr.

these amounts were recorded as discounts to the Diamond Note 5.

Interest in the amount of $ 3,929 was accrued on the Diamond Note 5 during the year ended December 31, 2022.

Discounts in the amount of $ 21,256 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 0 remained outstanding at December 31, 2022.

Principal and accrued interest in the amounts $ 64,705 and $ 3,929 , respectively, were due on the Diamond Note 5 at December 31, 2022.

During the three months ended March 31, 2023, interest in the amount of $ 2,702 was accrued on the Diamond Note 5;

principal and accrued interest in the amount of $ 64,705 and $ 6,631 , respectively, were due on this note at March 31, 2023.

This note was in default at March 31, 2023.

Lindstrom Note 1

On May 26, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 41,176 in a related party transaction to Jenny Lindstrom, the Company’s Chief Legal Officer (the “Lindstrom Note 1”).

The Lindstrom Note 1 bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) November 30, 2022 , or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

The purchase price of the Lindstrom Note 1 was $ 35,000 ;

the amount payable at maturity will be $41,176 plus 10 % of that amount plus any accrued and unpaid interest.

Following an event of default as defined in the Lindstrom Note 1, the principal amount shall bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%.

The Lindstrom Note 1 entered default status on December 1, 2022, and the interest rate increased to 18 %.

The Lindstrom Note 1 contains a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security which Ms.

Lindstrom reasonably believes contains a term that is more favorable than those in the Lindstrom Note 1, the Company shall notify Ms.

Lindstrom of such term, and such term, at the option of Ms.

Lindstrom, shall become a part of the Lindstrom Note 1.

In addition, Ms.

these amounts were charged to discount on the note, resulting in a total discount on this note in the amount of $ 17,005 .

At September 30, 2022, the principal balance of this note was $ 47,059 .

Discounts in the amount of $ 12,487 were amortized to interest expense during the nine months ended September 30, 2022, and total discounts in the amount of $ 4,518 remained outstanding at September 30, 2022.

May 26, 2022 Notes - We issued five 10% Promissory Notes due as described below (collectively, the “May 26 Notes”), dated May 26, 2022, to Larry Diamond, Jenny Lindstrom, and other related parties (the “May 26 Lenders”), in respect of which we received proceeds of $ 175,000 .

Jenny Lindstrom is the Chief Legal Officer of the Company.

The May 26 Notes carry a 10 % interest rate per annum, accrued monthly, and has a maturity date that is the earlier of (i) November 30, 2022, or (ii) five business days after the date on which we successfully lists our shares of common stock on Nasdaq or NYSE .

The aggregate amount payable at maturity will be $ 205,883 plus 10% of that amount plus any accrued and unpaid interest.

In addition, the May 26 Lenders will be issued in the aggregate (1) 84,412 five-year warrants (the “May 26 Warrants”) and (2) 84,412 shares of Common Stock as commitment shares.

The May 26 Warrants have an initial exercise price of $ 0.50 per share.

The May 26 Warrants are not exercisable for six months following their issuance.

Securities Purchases Agreement with AJB Capital Investments, LLC

On March 18, 2022, we entered into a Securities Purchase Agreement (the “AJB Agreement”) with AJB Capital Investments, LLC (“AJB”) with respect to the sale and issuance to AJB of:

(i) an initial commitment fee in the amount of $ 430,000 in the form of 1,720,000 shares (the “AJB Commitment Fee Shares”) of the Common Stock, which AJB Commitment Fee Shares can be decreased to 720,000 shares ($180,000) if the Company repays the AJB Note on or prior its maturity , (ii) a promissory note in the aggregate principal amount of $ 750,000 (the “AJB Note”), and (iii) Common Stock Purchase Warrants to purchase up to an aggregate of 750,000 shares of the Common Stock (the “AJB Warrants”).

The AJB Note and AJB Warrants were issued on March 17, 2022 and were held in escrow pending effectiveness of the AJB Agreement.

$ 368,945 of the discounts were amortized to interest expense during the nine months ended September 30, 2022, and the remaining discount at September 30, 2022 was $ 55,969 .

Pursuant to the terms of the AJB Agreement, the initial AJB Commitment Fee Shares were issued at a value of $430,000, the AJB Note was issued in a principal amount of $750,000 for a purchase price of $ 675,000 , resulting in an original issue discount of $ 75,000 ;

and the AJB Warrants were issued, with an initial exercise price of $ 0.50 per share, subject to adjustment as described herein.

The aggregate cash subscription amount received by the Company from AJB for the issuance of the AJB Commitment Fee Shares, AJB Note and AJB Warrants was $ 616,250 , due to a reduction in the $675,000 purchase price as a result of broker, legal, and transaction fees.

As previously disclosed on our Form 8-K filed on March 26, 2021 and October 22, 2021, we issued the Series C Convertible Preferred Stock and Series D Convertible Preferred Stock to the investors named therein (the “Series C Investors” and “Series D Investors”).

We obtained consents and waivers from the Series C and Series D Investors to allow the Company to enter into the AJB Agreement.

We issued 8,220 shares of Common Stock to the Series C Investors and 25,420 shares of Common Stock to the Series D Investors in connection with obtaining their consents and waivers.

Securities Purchase Agreement with Anson Investment Master Fund and Anson East Master Fund

On April 6, 2022, we entered into separate Securities Purchase Agreement with each of Anson East Master Fund LP (“AEMF”) (the “AEMF Purchase Agreement”) and Anson Investments Master Fund LP (“AIMF”, and collectively with AEMF, the “Anson Investors”) (the “AIMF Purchase Agreement, together with the AEMF Purchase Agreement, the “Anson Agreements”) with respect to the sale and issuance to AEMF and AIMF of:

(i) an aggregate initial commitment fee in the amount of $430,000 in the form of 1,720,000 shares (the “Anson Commitment Fee Shares”) of the Common Stock, which Anson Commitment Fee Shares can be decreased to 722,400 shares ($180,000) if we repay the Anson Notes on or prior their maturity , (ii) promissory notes in the aggregate principal amount of $ 750,000 (the “Anson Notes”), and (iii) Common Stock Purchase Warrants to purchase up to an aggregate of 750,000 shares of the Common Stock (the “Anson Warrants”).

The Anson Notes and Anson Warrants were issued on April 6, 2022 and were held in escrow pending effectiveness of the Anson Agreements.

Pursuant to the terms of the Anson Agreements, the initial Anson Commitment Fee Shares were issued at an aggregate value of $ 430,000 , the Anson Notes were issued in an aggregate principal amount of $750,000 for an aggregate purchase price of $ 675,000 , resulting in an aggregate original issue discount of $ 75,000 ;

and the Anson Warrants were issued, with an initial exercise price of $ 0.50 per share, subject to adjustment as described herein.

The aggregate cash subscription amount received by the Company from the Anson Investors for the issuance of the Anson Commitment Fee Shares, Anson Notes and Anson Warrants was $ 629,500 , due to a reduction in the $675,000 aggregate purchase price as a result of broker, legal, and transaction fees.

$ 597,588 of the discounts were amortized to interest expense during the nine months ended September 30, 2022, and the remaining discount at September 30, 2022 was $ 41,077 .

Securities Purchase Agreement with GS Capital Partners

On April 18, 2022, we entered into a Securities Purchase Agreement (the “GS Agreement”) with GS Capital Partners, LLC (“GS Capital”) with respect to the sale and issuance to GS Capital of:

(i) an initial commitment fee in the amount of $159,259 in the form of 637,036 shares (the “GS Commitment Fee Shares”) of the Common Stock, which GS Commitment Fee Shares can be decreased to 266,280 shares ($66,570) if the Company repays the GS Note on or prior to its maturity , (ii) a promissory note in the aggregate principal amount of $ 277,777 (the “GS Note”), and (iii) Common Stock Purchase Warrants to purchase up to an aggregate of 277,777 shares of the Common Stock (the “GS Warrants”).

The GS Note and GS Warrants were issued on April 18, 2022.

Pursuant to the terms of the GS Agreement, the initial GS Commitment Fee Shares were issued at a value of $ 159,259 , the GS Note was issued in a principal amount of $277,777 for a purchase price of $ 250,000 , resulting in an original issue discount of $ 27,777 ;

and the GS Warrants were issued, with an initial exercise price of $ 0.50 per share, subject to adjustment as described herein.

The aggregate cash subscription amount received by us from GS Capital for the issuance of the GS Commitment Fee Shares, GS Note, and GS Warrants was $ 227,500 , due to a reduction in the $250,000 purchase price as a result of broker, legal, and transaction fees.

$ 161,159 of the discounts were amortized to interest expense during the nine months ended September 30, 2022, and the remaining discount at September 30, 2022 was $ 37,383 .

Securities Purchase Agreement with Kishon Investments

On May 10, 2022, we entered into a Securities Purchase Agreement (the “Kishon Agreement”) with Kishon Investments, LLC (“Kishon”) with respect to the sale and issuance to Kishon of:

(i) an initial commitment fee in the amount of $159,259 in the form of 637,036 shares (the “Kishon Commitment Fee Shares”) of our Common Stock, (ii) promissory note in the principal amount of $277,777 due on November 10, 2022 (the “Kishon Note”), and (iii) Common Stock Purchase Warrants to purchase up to 277,777 shares of the Common Stock (the “Kishon Warrants”).

The Kishon Note and Kishon Warrants were issued on May 10, 2022 and were held in escrow pending effectiveness of the Kishon Agreement.

Pursuant to the terms of the Kishon Agreement, the initial Kishon Commitment Fee Shares were issued at a value of $ 159,259 , the Kishon Note was issued in the principal amount of $ 277,777 for a purchase price of $ 250,000 , resulting in the original issue discount of $ 27,777 ;

and the Kishon Warrants were issued, with an initial exercise price of $ 0.50 per share, subject to adjustment.

$ 115,661 of the discount was amortized to interest expense during the nine months ended September 30, 2022, and the remaining original issue discount at September 30, 2022 was $ 56,396 .

10% Promissory Notes Issued on June 9, 2022

We issued two 10% Promissory Notes due as described below (individually, the “Howe Note 2” and the “Dragon Note”, and collectively, the “June 9 Notes”), dated June 9, 2022, to Michael C.

Howe Living Trust and Dragon Dynamic Funds Platform Ltd.

(the “June 9 Lenders”) and in respect of which we received proceeds of $ 755,000 .

Howe is the Chief Executive Officer of the Good Clinic LLC, one of the Company’s subsidiaries.

The June 9 Notes carry a 10 % interest rate per annum, accrued monthly.

The Howe Note 2 has a maturity date that is the earlier of (i) November 30, 2022, or (ii) five business days after the date on which we successfully list our shares of common stock on Nasdaq or NYSE .

The Dragon Note has a maturity date that is the earlier of (i) December 9, 2022, or (ii) the date on which we successfully list our shares of common stock on Nasdaq or NYSE.

The aggregate amount payable at maturity will be $ 888,235 plus 10% of that amount plus any accrued and unpaid interest.

In addition, the June 9 Lenders will be issued in the aggregate (1) 364,176 five -year warrants (the “June 9 Warrants”) and (2) 364,176 shares of Common Stock as commitment shares.

The June 9 Warrants have an initial exercise price of $ 0.50 per share.

The June 9 Warrants are not exercisable for six months following their issuance.

Discounts in the amount of $ 233,665 were amortized to interest expense during the nine months ended September 30, 2022, and total discounts in the amount of $ 134,799 remained outstanding at September 30, 2022.

10% Promissory Notes Issued on July 7, 2022

On July 7, 2022, the Company issued two 10% Promissory Notes due as described below (individually, the “Schrier Note” and the “William Mackay Note”, and collectively, the “July 7 Notes”), to Charles Schrier and William Mackay Investments LLC, (together, the “July 7 Lenders”) and in respect of which the Company received proceeds of $ 270,000 .

The July 7 Notes carry a 10 % interest rate per annum, accrued monthly and payable at maturity.

The Schrier Note has a maturity date that is the earlier of (i) January 8, 2023, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE .

The William Mackay Note has a maturity date that is the earlier of (i) August 8, 2022, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE .

The aggregate amount payable at maturity will be $317,647 plus 10% of that amount plus any accrued and unpaid interest.

Following an event of default, as defined in the July 7 Notes, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The July 7 Notes contain a “most favored nations” clause that provides that, so long as the July 7 Notes are outstanding, if the Company issues any new security, which the July 7 Lenders reasonably believe contains a term that is more favorable than those in the July 7 Notes, the Company shall notify the July 7 Lenders of such term, and such term, at the option of the July 7 Lenders, shall become a part of the July 7 Notes.

In addition, the July 7 Lenders will be issued in the aggregate (1) 130,235 five-year warrants (the “Warrants”) and (2) 130,235 shares of Common Stock as commitment shares (“Commitment Shares”).

The Commitment Shares are priced at $ 0.25 .

The Warrants have an initial exercise price of $ 0.50 per share.

The Warrants are not exercisable for six months following their issuance.

The July 7 Lenders may exercise the Warrants on a cashless basis if after the six-month anniversary of date of issuance, the shares of Common Stock underlying the Warrants are not then registered pursuant to an effective registration statement.

Discounts in the amount of $ 99,818 were amortized to interest expense during the nine months ended September 30, 2022, and total discounts in the amount of $ 4,164 remained outstanding at September 30, 2022.

10% Promissory Note and Warrants to Michael C.

Howe Living Trust

On July 21, 2022, the Company issued a 10% Promissory Notes due to Michael C Howe Living Trust (the “Howe Note 3”) and in respect of which the Company received proceeds of $ 255,000 .

The Howe Note 3 carries a 10 % interest rate per annum, accrued monthly and payable at maturity.

Lindstrom received five-year warrants to purchase 338 shares of common stock at a price of $ 25.00 per share with a fair value of $ 1,750 at the date of issuance, and 338 shares of common stock with a value of $ 2,835 ;

these amounts were recorded as discounts to the Lindstrom Note 1.

Interest in the amount of $ 2,750 was accrued on the Lindstrom Note 1 during the year ended December 31, 2022.

Discounts in the amount of $ 14,879 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 0 remained outstanding at December 31, 2022.

Principal and accrued interest in the amounts $ 45,294 and $ 2,750 , respectively, were due on the Lindstrom Note 1 at December 31, 2022.

During the three months ended March 31, 2023, interest in the amount of $ 1,891 was accrued on the Lindstrom Note;

principal and accrued interest in the amount of $ 45,294 and $ 4,641 , respectively, were due on this note at March 31, 2023.

This note was in default at March 31, 2023.

Dobbertin Note

On May 26, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 17,647 in a related party transaction to Alexander Dobbertin (the “Dobbertin Note”).

Dobbertin is the spouse of Jenny Lindstrom, the Company’s Chief Legal Officer.

The Dobbertin Note bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) November 30, 2022 , or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

The purchase price of the Dobbertin Note was $ 15,000 ;

the amount payable at maturity will be $17,647 plus 10% of that amount plus any accrued and unpaid interest.

Following an event of default as defined in the Dobbertin Note, the principal amount shall bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%.

The Dobbertin Note entered default status on December 1, 2022, and the interest rate increased to 18 %.

The Dobbertin Note contains a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security which Mr.

Dobbertin reasonably believes contains a term that is more favorable than those in the Dobbertin Note, the Company shall notify Mr.

Dobbertin of such term, and such term, at the option of Mr.

Dobbertin, shall become a part of the Dobbertin Note.

In addition, Mr.

Dobbertin received five-year warrants to purchase 145 shares of common stock at a price of $ 25.00 per share with a fair value of $ 750 at the date of issuance, and 145 shares of common stock with a value of $ 1,215 ;

these amounts were recorded as discounts to the Dobbertin Note.

Interest in the amount of $ 1,179 was accrued on the Dobbertin Note during the year ended December 31, 2022.

Discounts in the amount of $ 6,377 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 0 remained outstanding at December 31, 2022.

Principal and accrued interest in the amounts $ 19,412 and $ 1,179 , respectively, were due on the Dobbertin Note at December 31, 2022.

During the three months ended March 31, 2023, interest in the amount of $ 811 was accrued on the Dobbertin Note;

principal and accrued interest in the amount of $ 19,412 and $ 1,990 , respectively, were due on this note at March 31, 2023.

This note was in default at March 31, 2023.

On June 9, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 300,000 in a related party transaction to the Michael C.

Howe Living Trust (the “Howe Note 2”).

Howe is the Chief Executive Officer of the Good Clinic LLC, one of our subsidiaries.

The Howe Note 2 bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) November 30, 2022 , or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

The purchase price of the Howe Note 2 was $ 255,000 ;

the amount payable at maturity will be $300,000 plus 10 % of that amount plus any accrued and unpaid interest.

Following an event of default as defined in the Howe Note 2, the principal amount shall bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%.

The Howe Note 3 contains a “most favored nations” clause that provides that, so long as the Howe Note 3 is outstanding, if the Company issues any new security, which Mr.

Howe reasonably believes contains a term that is more favorable than those in the Note, the Company shall notify Mr.

The Howe Note 2 entered default status on December 1, 2022, and the interest rate increased to 18 %.

The Howe Note 2 contains a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security which Mr.

Howe reasonably believes contains a term that is more favorable than those in the Howe Note 2, the Company shall notify Mr.

Howe of such term, and such term, at the option of Mr.

1 unchanged sentence

In addition, Mr.

Howe will be issued (1) 123,000 five-year warrants (the “Warrants”) and (2) 123,000 shares of Common Stock as commitment shares (“Commitment Shares”).

The Commitment Shares are priced at $ 0.25 .

The Warrants have an initial exercise price of $ 0.50 per share.

The Warrants are not exercisable for six months following their issuance.

10% Promissory Note and Warrants to Juan Carlos Iturregui

On July 21, 2022, the Company issued a 10% Promissory Notes due to Juan Carlos Iturregui (the “Iturregui Note”) and in respect of which the Company received proceeds of $ 25,000 .

Iturregui is a member of the Company’s Board of Directors.

The Iturregui Note carries a 10 % interest rate per annum, accrued monthly and payable at maturity.

Howe received five-year warrants to purchase 2,460 shares of common stock at a price of $ 25.00 per share with a fair value of $ 10,965 at the date of issuance, and 2,460 shares of common stock with a value of $ 22,440 ;

these amounts were recorded as discounts to the Howe Note 2.

Interest in the amount of $ 18,888 was accrued on the Howe Note 2 during the year ended December 31, 2022.

Discounts in the amount of $ 108,405 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 0 remained outstanding at December 31, 2022.

Principal and accrued interest in the amounts $ 330,000 and $ 18,888 , respectively, were due on the Howe Note 2 at December 31, 2022.

During the three months ended March 31, 2023, interest in the amount of $ 8,099 was accrued on the Howe Note 2;

principal and accrued interest in the amount of $ 330,000 and $ 32,650 , respectively, were due on this note at March 31, 2023.

This note was in default at March 31, 2023.

On July 21, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 300,000 in a related party transaction to the Michael C.

Howe Living Trust (the “Howe Note 3”).

Howe is the Chief Executive Officer of the Good Clinic LLC, one of our subsidiaries.

The Howe Note 3 bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) November 30, 2022 , as extended, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

The purchase price of the Howe Note 3 was $ 255,000 ;

the amount payable at maturity will be $300,000 plus 10 % of that amount plus any accrued and unpaid interest.

Following an event of default as defined in the Howe Note 3, the principal amount shall bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%.

The Howe Note 3 entered default status on December 1, 2022, and the interest rate increased to 18 %.

The Howe Note 3 contains a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security which Mr.

Howe reasonably believes contains a term that is more favorable than those in the Howe Note 3, the Company shall notify Mr.

Howe of such term, and such term, at the option of Mr.

Howe, shall become a part of the Howe Note 3.

In addition, Mr.

Howe received five-year warrants to purchase 2,460 shares of common stock at a price of $ 25.00 per share with a fair value of $ 9,945 at the date of issuance, and 2,460 shares of common stock with a value of $ 12,495 ;

these amounts were recorded as discounts to the Howe Note 3.

Interest in the amount of $ 15,436 was accrued on the Howe Note 3 during the year ended December 31, 2022.

Discounts in the amount of $ 97,440 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 0 remained outstanding at December 31, 2022.

Principal and accrued interest in the amounts $ 330,000 and $ 15,436 , respectively, were due on the Howe Note 3 at December 31, 2022.

During the three months ended March 31, 2023, interest in the amount of $ 13,714 was accrued on the Howe Note 3;

principal and accrued interest in the amount of $ 330,000 and $ 29,150 , respectively, were due on this note at March 31, 2023.

This note was in default at March 31, 2023.

Iturregui Note 1

On July 21, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 29,412 in a related party transaction to Juan Carlos Iturregui, a member of the Company’s Board of Directors (the “Iturregui Note 1”).

The Iturregui Note 1 bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) January 21, 2023 , or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

The purchase price of the Iturregui Note 1 was $ 25,000 ;

the amount payable at maturity will be $29,412 plus 10 % of that amount plus any accrued and unpaid interest.

Following an event of default as defined in the Iturregui Note 1, the principal amount shall bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The Iturregui Note contains a “most favored nations” clause that provides that, so long as The Iturregui Note is outstanding, if the Company issues any new security, which Mr.

The Iturregui Note 1 contains a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security which Mr.

Iturregui reasonably believes contains a term that is more favorable than those in the Iturregui Note 1, the Company shall notify Mr.

2 unchanged sentences

In addition, Mr.

Iturregui will be issued (1) 12,059 five-year warrants (the “Warrants”) and (2) 12,059 shares of Common Stock as commitment shares (“Commitment Shares”).

The Commitment Shares are priced at $ 0.25 .

The Warrants have an initial exercise price of $ 0.50 per share.

The Warrants are not exercisable for six months following their issuance.

10% Promissory Note and Warrants to Erik Scott Nommsen

On July 26, 2022, the Company issued a 10% Promissory Notes due to Erik Scott Nommsen (the “Nommsen Note”) and in respect of which the Company received proceeds of $ 50,000 .

The Nommsen Note carries a 10 % interest rate per annum, accrued monthly and payable at maturity.

The Nommsen Note has a maturity date, as extended, that is the earlier of (i) November 30, 2022, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE .

The amount payable at maturity will be $ 58,823 plus 10% of that amount plus any accrued and unpaid interest.

Following an event of default, as defined in the Nommsen Note, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The Nommsen Note contains a “most favored nations” clause that provides that, so long as the Nommsen Note is outstanding, if the Company issues any new security, which Mr.

Nommsen reasonably believes contains a term that is more favorable than those in the Nommsen Note, the Company shall notify Mr.

Nommsen of such term, and such term, at the option of Mr.

Nommsen, shall become a part of the Nommsen Note.

In addition, Mr.

Nommsen will be issued (1) 24,117 five-year warrants (the “Warrants”) and (2) 12,117 shares of Common Stock as commitment shares (“Commitment Shares”).

The Commitment Shares are priced at $ 0.25 .

The Warrants have an initial exercise price of $ 0.50 per share.

The Warrants are not exercisable for six months following their issuance.

Nommsen may exercise the Warrants on a cashless basis if after the six-month anniversary of date of issuance, the shares of Common Stock underlying the Warrants are not then registered pursuant to an effective registration statement.

Discounts in the amount of $ 18,905 were amortized to interest expense during the nine months ended September 30, 2022, and total discounts in the amount of $0 remained outstanding at September 30, 2022.

10% Promissory Note and Warrants to James H.

On July 27, 2022, the Company issued a 10% Promissory Notes due to James H.

Caplan (the “Caplan Note”) and in respect of which the Company received proceeds of $ 50,000 .

The Caplan Note carries a 10 % interest rate per annum, accrued monthly and payable at maturity.

The Caplan Note has a maturity date that is the earlier of (i) January 21, 2023, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE .

The amount payable at maturity will be $ 58,823 plus 10% of that amount plus any accrued and unpaid interest.

Following an event of default, as defined in the Caplan Note, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The Caplan Note contains a “most favored nations” clause that provides that, so long as the Caplan Note is outstanding, if the Company issues any new security, which Mr.

Caplan reasonably believes contains a term that is more favorable than those in the Caplan Note, the Company shall notify Mr.

Caplan of such term, and such term, at the option of Mr.

Caplan, shall become a part of the Caplan Note.

In addition, Mr.

Caplan will be issued (1) 24,117 five-year warrants (the “Warrants”) and (2) 24,117 shares of Common Stock as commitment shares (“Commitment Shares”).

The Commitment Shares are priced at $ 0.25 .

The Warrants have an initial exercise price of $ 0.50 per share.

The Warrants are not exercisable for six months following their issuance.

Caplan may exercise the Warrants on a cashless basis if after the six-month anniversary of date of issuance, the shares of Common Stock underlying the Warrants are not then registered pursuant to an effective registration statement.

Discounts in the amount of $ 6,907 were amortized to interest expense during the nine months ended September 30, 2022, and total discounts in the amount of $ 12,001 remained outstanding at September 30, 2022

10% Promissory Note and Warrants to Jack Enright

On August 4, 2022, the Company issued a 10% Promissory Notes due to Jack Enright (the “Enright Note”) and in respect of which the Company received proceeds of $ 102,000 .

The Enright Note carries a 10 % interest rate per annum, accrued monthly and payable at maturity.

The note has a maturity of February 3, 2023.

The amount payable at maturity will be $ 120,000 plus 10% of that amount plus any accrued and unpaid interest.

Following an event of default, as defined in the Enright Note, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The Enright Note contains a “most favored nations” clause that provides that, so long as the Enright Note is outstanding, if the Company issues any new security, which Mr.

Enright reasonably believes contains a term that is more favorable than those in the Enright Note, the Company shall notify Mr.

Enright of such term, and such term, at the option of Mr.

Enright, shall become a part of the Enright Note.

In addition, Mr.

Enright will be issued 49,200 shares of Common Stock as commitment shares (“Commitment Shares”).

The Commitment Shares are priced at $ 0.25 .

Discounts in the amount of $ 11,313 were amortized to interest expense during the nine months ended September 30, 2022, and total discounts in the amount of $ 25,004 remained outstanding at September 30, 2022.

10% Promissory Note and Warrants to the Finnegan Family

On August 4, 2022, the Company issued a 10% Promissory Notes due to Jessica, Kevin C., Brody, Isabella and Jack Finnegan (the “Finnegan Note 3”) and in respect of which the Company received proceeds of $ 25,000 .

Jessica Finnegan is VP of Human Resources of the Company.

The Finnegan Note 3 carries a 10 % interest rate per annum, accrued monthly and payable at maturity.

The Finnegan Note 3 has a maturity of February 3, 2023.

Iturregui received five-year warrants to purchase 242 shares of common stock at a price of $ 25.00 per share with a fair value of $ 975 at the date of issuance, and 242 shares of common stock with a value of $ 1,225 ;

these amounts were recorded as discounts to the Iturregui Note 1.

Interest in the amount of $ 1,313 was accrued on the Iturregui Note 1 during the year ended December 31, 2022.

Discounts in the amount of $ 8,464 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 1,089 remained outstanding at December 31, 2022.

Principal and accrued interest in the amounts $ 32,353 and $ 1,313 , respectively, were due on the Iturregui Note 1 at December 31, 2022.

During the three months ended March 31, 2023, interest in the amount of $ 1,205 was accrued on the Iturregui Note 1;

principal and accrued interest in the amount of $ 32,353 and $ 2,518 , respectively, were due on this note at March 31, 2023.

This note was in default at March 31, 2023.

On August 18, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 200,000 in a related party transaction to the Michael C.

Howe Living Trust (the “Howe Note 4”).

Howe is the Chief Executive Officer of the Good Clinic LLC, one of our subsidiaries.

The Howe Note 4 bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) November 30, 2022 , or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

The purchase price of the Howe Note 4 was $ 170,000 ;

the amount payable at maturity will be $200,000 plus 10 % of that amount plus any accrued and unpaid interest.

Following an event of default, as defined in the Finnegan Note 3, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

In addition, the Finnegans will be issued in aggregate (1) 12,059 five-year warrants (the “Warrants”) and (2) 12,059 shares of Common Stock as commitment shares (“Commitment Shares”).

The Commitment Shares are priced at $ 0.25 .

The Warrants have an initial exercise price of $ 0.50 per share.

The Warrants are not exercisable for six months following their issuance.

10% Promissory Note and Warrants to Michael C.

Howe Living Trust

On August 18, 2022, the Company issued a 10% Promissory Note due to Michael C Howe Living Trust (the “Howe Note 4”) and in respect of which the Company received proceeds of $ 170,000 .

The Howe Note 4 carries a 10 % interest rate per annum, accrued monthly and payable at maturity.

The aggregate amount payable at maturity will be $200,000 plus 10% of that amount plus any accrued and unpaid interest.

Following an event of default as defined in the Howe Note 4, the principal amount shall bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%.

The Howe Note 4 contains a “most favored nations” clause that provides that, so long as the Howe Note 4 is outstanding, if the Company issues any new security, which Mr.

The Howe Note 4 entered default status on December 1, 2022, and the interest rate increased to 18 %.

The Howe Note 4 contains a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security which Mr.

Howe reasonably believes contains a term that is more favorable than those in the Howe Note 4, the Company shall notify Mr.

2 unchanged sentences

In addition, Mr.

Howe will be issued 82,000 shares of Common Stock as commitment shares (the “Howe Note 4 Commitment Shares”).

The Howe Note 4 Commitment Shares are priced at $ 0.25 .

10% Promissory Notes Issued on September 2, 2022

On September 2, 2022, the Company issued four 10% Promissory Notes (the “September 2 Notes”) due to Sharon Goff, Lisa Lewis, Frank Lightmas and John Mitchell (the “September 2 Lenders”) and in respect of which the Company received proceeds of $ 162,350 .

The September 2 Notes carry a 10 % interest rate per annum, accrued monthly and payable at maturity.

The September 2 Notes have a maturity date that is the earlier of (i) November 30, 2022, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE .

The aggregate amount payable at maturity will be $ 191,000 plus 10% of that amount plus any accrued and unpaid interest.

Following an event of default, as defined in the September 2 Notes, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The September 2 Notes contain a “most favored nations” clause that provides that, so long as the September 2 Notes are outstanding, if the Company issues any new security, which the September 2 Lenders reasonably believe contains a term that is more favorable than those in the September 2 Notes, the Company shall notify the September 2 Lenders of such term, and such term, at the option of the September 2 Lenders, shall become a part of the September 2 Notes.

In addition, the September 2 Lenders will be issued in the aggregate 78,350 shares of Common Stock as commitment shares (the “September 2 Notes Commitment Shares”).

The September 2 Notes Commitment Shares are priced at $ 0.25 .

Discounts in the amount of $ 17,668 were amortized to interest expense during the nine months ended September 30, 2022, and total discounts in the amount of $ 38,486 remained outstanding at September 30, 2022.

10% Promissory Note to Cliff Hagan

On September 9, 2022, the Company issued a 10% Promissory Note (the “Hagan Note”) due to Cliff Hagan in respect of which the Company received proceeds of $ 85,000 .

The Hagan Note carries a 10 % interest rate per annum, accrued monthly and payable at maturity.

The Hagan Note has a maturity date that is the earlier of (i) December 10, 2022, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE .

The aggregate amount payable at maturity will be $ 100,000 plus 10% of that amount plus any accrued and unpaid interest.

Following an event of default, as defined in the Hagan Note, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The Hagan Note contains a “most favored nations” clause that provides that, so long as the Hagan Note is outstanding, if the Company issues any new security, which Mr.

Hagan reasonably believes contains a term that is more favorable than those in the Hagan Note, the Company shall notify Mr.

Hagan of such term, and such term, at the option of Mr.

Hagan, shall become a part of the Hagan Note.

In addition, Mr.

Hagan will be issued in the aggregate 41,000 shares of Common Stock as commitment shares (the “Hagan Note Commitment Shares”).

The Hagan Note Commitment Shares are priced at $ 0.25 .

Discounts in the amount of $ 6,783 were amortized to interest expense during the nine months ended September 30, 2022, and total discounts in the amount of $ 22,932 remained outstanding at September 30, 2022.

10% Promissory Note to Darling Capital, LLC

On September 14, 2022, the Company issued a 10% Promissory Note (the “Darling Note”) due to Darling Capital, LLC in respect of which the Company received proceeds of $ 170,000 .

The Darling Note carries a 10 % interest rate per annum, accrued monthly and payable at maturity.

The Darling Note has a maturity date that is the earlier of (i) December 15, 2022, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE .

The aggregate amount payable at maturity will be $ 200,000 plus 10% of that amount plus any accrued and unpaid interest.

Following an event of default, as defined in the Darling Note, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The Darling Note contains a “most favored nations” clause that provides that, so long as the Darling Note is outstanding, if the Company issues any new security, which Darling Capital, LLC reasonably believes contains a term that is more favorable than those in the Darling Note, the Company shall notify Darling Capital, LLC of such term, and such term, at the option of Darling Capital, LLC, shall become a part of the Darling Note.

In addition, Darling Capital, LLC will be issued in the aggregate 82,000 shares of Common Stock as commitment shares (the “Darling Note Commitment Shares”).

The Darling Note Commitment Shares are priced at $ 0.25 .

Discounts in the amount of $ 10,577 were amortized to interest expense during the nine months ended September 30, 2022, and total discounts in the amount of $ 50,247 remained outstanding at September 30, 2022.

10% Promissory Note to Mack Leath

On September 15, 2022, the Company issued a 10% Promissory Note (the “Leath Note”) due to Mack Leath in respect of which the Company received proceeds of $ 42,500 .

The Leath Note carries a 10 % interest rate per annum, accrued monthly and payable at maturity.

The Leath Note has a maturity date that is the earlier of (i) December 15, 2022, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE .

The aggregate amount payable at maturity will be $ 50,000 plus 10% of that amount plus any accrued and unpaid interest.

Following an event of default, as defined in the Leath Note, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The Leath Note contains a “most favored nations” clause that provides that, so long as the Leath Note is outstanding, if the Company issues any new security, which Mr.

Leath reasonably believes contains a term that is more favorable than those in the Leath Note, the Company shall notify Mr.

Leath of such term, and such term, at the option of Mr.

Leath, shall become a part of the Leath Note.

In addition, Mr.

Leath will be issued in the aggregate 20,500 shares of Common Stock as commitment shares (the “Leath Note Commitment Shares”).

The Leath Note Commitment Shares are priced at $ 0.25 .

Discounts in the amount of $ 2,533 were amortized to interest expense during the nine months ended September 30, 2022, and total discounts in the amount of $ 12,835 remained outstanding at September 30, 2022.

Small Business Administration.

The September 30, 2022 balance, including accrued interest, was $ 471,535 .

Howe received 1,640 shares of common stock with a value of $ 10,775 ;

this amount was recorded as a discount to the Howe Note 4.

Interest in the amount of $ 8,756 was accrued on the Howe Note 4 during the year ended December 31, 2022.

Discounts in the amount of $ 60,775 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 0 remained outstanding at December 31, 2022.

Principal and accrued interest in the amounts $ 220,000 and $ 8,756 , respectively, were due on the Howe Note 4 at December 31, 2022.

During the three months ended March 31, 2023, interest in the amount of $ 9,677 was accrued on the Howe Note 4;

principal and accrued interest in the amount of $ 220,000 and $ 18,433 , respectively, were due on this note at March 31, 2023.

This note was in default at March 31, 2023.

November 29, 2022 Notes

On November 29, 2022, the Company issued seven identical promissory notes (the “November 29 Notes”) in related party transactions to the following individuals:

(1) Thomas Brodmerkel, the Company’s CFO and Board Member;

(2) Lawrence Diamond, the Company’s Chief Executive Officer and Board Member;

(3) Sheila Schweitzer, Board Member;

(4) Faraz Naqvi, a former Board Member;

(5) Juan Carlos Iturregui, Board Member;

(6) Jenny Lindstrom, the Company’s former Vice President and Chief Legal Officer;

and (7) Michael C.

Howe, Chief Executive Officer of The Good Clinic, one of our subsidiaries (collectively, the “November 29 Lenders”).

The November 29 notes have due dates of May 28, 2023 .

The November 29 Notes are subject to the Series E Exchange Agreement whereby each of the November 29 Lenders will exchange (a) amounts due under the November 29 Notes for a number of shares of the Company’s Series E Convertible Preferred Stock equal to 150% of the principal amount of each November 29 Note.

The November 29 Notes bear interest at the rate of 10% per annum which will accrue from the date of the note only if the November 29 Notes are not converted pursuant to the Series E Exchange Agreement by May 10, 2023.

Following an event of default as defined in the November 29 Notes, the principal amount shall bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The November 29 Notes contain a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security which November 29 Lender reasonably believes contains a term that is more favorable than those in the November 29 Note, the Company shall notify the November 29 Lenders of such term, and such term, at the option of the November 29 Lenders, shall become a part of the November 29 Note.

In addition, each of the November 29 Lenders will receive five-year warrants to purchase 750 shares of the Company’s common stock at a price equal to the price of any warrant included in an offering in connection with listing at the Nasdaq Global Market.

These warrants are not deemed issued at December 31, 2022 because the exercise price was not yet determined.

Discounts in the amount of $ 667 were amortized to interest expense for each of the November 29 Notes during the year ended December 31, 2022, and discounts in the amount of $ 3,083 remained outstanding for each of the November 29 Notes at December 31, 2022.

Principal and accrued interest in the amounts $ 18,750 and $ 164 , respectively, were due on each of the seven November 29 Note at December 31, 2022.

Concurrent with the November 29 Notes, the Company entered into separate exchange agreements (the “November 29 Notes Exchange Agreements”).

Pursuant to the November 29 Notes Exchange Agreements, amounts due under the November 29 Notes will be exchanged for a number Series E Convertible Preferred Stock equal to 150% of the principal amount of the Notes.

No transactions occurred pursuant to the November 29 Notes Exchange Agreements during the year ended December 31, 2022.

During the three months ended March 31, 2023, interest in the amount of $ 471 was accrued on each of the November 29 Notes;

principal and accrued interest in the amount of $ 18,750 and $ 635 , respectively, were due on each of these notes at March 31, 2023.

These notes were in default at March 31, 2023.

These amounts are reflected in the table below:

September 30,

Notes Payable

Notes payable – net of discounts

Note 9 – Stockholders ’ Equity (Deficit)

Current Portion, net of discount

Long-term portion, net of discount

Interest expense on notes payable – related parties was $ 114,938 and $ 27,174 for the three months ended March 31, 2023 and 2022, respectively Accrued interest on notes payable – related parties was $ 313,691 and $ 198,753 at March 31, 2023 and December 31, 2022, respectively.

Derivative Liabilities

Certain of the Company’s convertible notes and warrants contain features that create derivative liabilities.

The pricing model the Company uses for determining fair value of its derivatives is the Lattice Model.

Valuations derived from this model are subject to ongoing internal and external verification and review.

The model uses market-sourced inputs such as interest rates and stock price volatilities.

Selection of these inputs involves management’s judgment and may impact net income.

The derivative components of these notes are valued at issuance, at conversion, at restructuring, and at each period end.

Derivative liability activity for the for the period ended March 31, 2023 is summarized in the table below:

December 31, 2022

Loss on revaluation

March 31, 2023

The Company uses a Monte Carlo model to value certain features of its notes payable that create derivative liabilities.

The following table summarizes the assumptions for the valuations:

95.1 % to 123.2

Risk-free interest rates

4.35 % to 4.37

159.6 % to 169.9

Risk-free interest rates

Certain of our notes payable contain a commitment fee obligation with a true-up feature.

The following assumptions were used for the valuation of the derivative liability associated with this obligation:

The stock price would fluctuate with the Company projected volatility.

The projected volatility curve from an annualized analysis for each valuation date was based on the historical volatility of the Company and the term remaining for the True-Up obligation.

The Company expected the note would be repaid 90% of the time by the maturity date, at which point the Company would redeem the 1,000,000 redeemable commitment fee shares for $1.

In the event the Company did not repay the note in time, the shareholders would sell their shares subject to volume restrictions.

Discount rates were based on risk-free rates in effect based on the remaining term.

50,000 simulations were run for each Monte Carlo simulation.

Stockholders ’ Equity (Deficit)

The Company has authorized 500,000,000 shares of common stock, par value $ 0.01 ;

226,491,519 shares were issued and outstanding on September 30, 2022.

Common Stock Transactions During the Nine Months Ended September 30, 2022

4,995,573 shares were issued and outstanding on March 31, 2023.

Common Stock Transactions During the Three Months Ended March 31, 2023

On January 23, 2023, the Company issued 150,000 shares of common stock at the market price of $ 3.45 per share to a service provider.

The aggregate value of $ 517,500 was charged to non-cash compensation during the three months ended March 31, 2023.

On February 21, 2023, the Company issued 150,000 shares of common stock at the market price of $ 2.53 per share to a service provider.

The aggregate value of $ 379,500 was charged to non-cash compensation during the three months ended March 31, 2023.

During the three months ended March 31, 2023, GS Capital converted principal and accrued interest in a convertible note payable into shares of common stock as follows:

On February 14, 2023, principal of $ 15,000 , accrued interest of $ 1,632 , and fees of $ 500 were converted at a price of $ 1.74 per share into 9,846 shares of common stock;

on February 28, 2023, principal of $ 17,777 , accrued interest of $ 2,057 , and fees of $ 500 were converted at a price of $ 1.50 per share into 13,555 shares of common stock;

on March 9, 2023, principal of $ 20,000 , accrued interest of $ 2,399 , and fees of $ 500 were converted at a price of $ 1.50 per share into 15,265 shares of common stock;

and on March 28, 2023, principal of $ 20,000 , accrued interest of $ 2,581 , and fees of $ 500 were converted at a price of $ 1.25 per share into 18,472 shares of common stock.

These conversions were made pursuant to the terms of the convertible note agreement and no gain or loss was recognized on these transactions.

On March 31, 2023, the Company issued a total of 8,063 shares of common stock for accrued dividends on its Series X Preferred Stock.

Of this amount, a total of 1,066 shares were issued to officers and directors, 4,160 were issued to a related party shareholder, and 2,837 were issued to no-related parties.

Common Stock Transactions During the Three Months Ended March 31, 2022

On January 12, 2022, the Company entered into a settlement agreement with an ex-employee.

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The Agreement settled for certain accounts payable amounts owed by the Company to the Creditor (the “Accounts Payable Amount”) as well as upcoming amounts that will become due between the date of the Agreement and April 1, 2022.

The Agreement also settled accrued interest and penalties on the amounts due through January 5, 2022, as well as interest payments on amounts incurred in the first quarter of 2022 (collectively, the “Additional Costs”, and combined with the Accounts Payable Amount, the “Company Debt Obligations”).

The Agreement also settled accrued interest and penalties on the amounts due through January 5, 2022, as well as future interest payments on amounts to be accrued in the first quarter of 2022 (collectively, the “Additional Costs”, and combined with the Accounts Payable Amount, the “Company Debt Obligations”).

The Accounts Payable Amount was $ 500,000 , the Additional Costs were $ 294,912 and the conversion price was $ 12.50 .

As a result, 63,593 Restricted Shares were authorized to be issued.

On March 22, 2022 and March 31, 2022, the Company issued an aggregate 1,541,721 shares of common stock as waiver fees to holders of the Series C and Series D Preferred Stock for their waivers of certain covenants as set forth and defined in the Series C and Series D Certificates of Designations.

The Company valued these shares at their contractual price of $ 0.25 per share and recorded the amount of $ 385,431 as waiver fees during the nine months ended September 30, 2022.

The Company’s Board of Directors approved the Agreement on January 5, 2022.

On March 22, 2022 and March 31, 2022, the Company issued an aggregate 30,834 shares of common stock as waiver fees to holders of the Series C and Series D Preferred Stock for their waivers of certain covenants as set forth and defined in the Series C and Series C Certificates of Designations.

The Company valued these shares at their contractual price of $12.50 per share and recorded the amount of $ 385,431 as waiver fees during the three months ended March 31, 2022.

The Company recorded an aggregate gain upon issuance of these shares in the amount of $ 198,273 based on the market price of the Company’s common stock on the date of issuance.

On March 31, 2022, the Company issued 34,400 Commitment Fee Shares to AJB Capital Investors, LLC;

The Company utilized an outside valuation consultant to value the commitment fee shares, the True-Up Provision, and warrants.

A Monte Carlo model was used to value the warrants and call features, and a probability weighted expected return model was used to value the True-Up Provision.

1 unchanged sentence

valuation purposes, the common stock was valued at the market price on the date of the transaction of $ 6.14 per share.

The derivative liability was valued at $ 106,608 on the date of the transaction and was revalued at $ 75,158 on September 30, 2022.

The derivative liability was valued at $ 106,608 on the date of the transaction.

The discount on the notes due to the Commitment Fee Shares and warrants was valued at $ 349,914 .

1 unchanged sentence

On March 31, 2022, the Company issued 7,647 shares of common stock at a price of $ 12.50 per share which were previously subscribed for the conversion of accounts payable in the amount of $ 95,558 .

On April 18, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with GS Capital Partners (the “Investor”) with respect to the sale and issuance to the Investor of:

(i) an initial commitment fee in the amount of $ 159,259 in the form of 637,036 shares (the “Commitment Fee Shares”) of the Company’s common stock (the “Common Stock”), which Commitment Fee Shares can be decreased to 266,280 shares ($66,570) if the Company repays the Note on or prior to their maturity , (ii) promissory note in the principal amount of $ 277,777 , and (iii) Common Stock Purchase Warrants to purchase up to 277,777 shares of the Common Stock (the “Warrants”).

The Note and Warrants were issued on April 18, 2022 (the “Original Issue Date”) and were held in escrow pending effectiveness of the Purchase Agreement.

Pursuant to the terms of the Purchase Agreement, the initial Commitment Fee Shares were issued at a value of $159,259, the Note was issued in the principal amount of $277,777 for a purchase price of $ 250,000 , resulting in the original issue discount of $ 27,777 ;

and the Warrants were issued, with an initial exercise price of $ 0.50 per share, subject to adjustment.

On April 27, 2022, the Company issued 720,000 shares of stock to Cavalry Fund 1 LP as compensation for the waiver of certain covenants as set forth in the Series C Certificate of Designation.

On April 27, 2022, the Company issued 96,471 shares of common stock with a contract price of $ 0.25 per share or $ 24,118 and a grant date market value of $ 0.16 or $ 15,434 to Larry Diamond, it’s Chief Executive as commitment shares as set forth and defined in Diamond Note 3.

The Company recorded these shares at their relative fair value of the components of Diamond Note 3, or $ 16,200 , and recorded a loss in the amount of $ 765 on this transaction.

The Company also issued five-year warrants to purchase 96,471 shares of common stock at a price of $ 0.50 to Mr.

Diamond pursuant to Diamond Note 3.

On May 10, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Kishon Investments, LLC (the “Investor”) with respect to the sale and issuance to the Investor of:

(i) an initial commitment fee in the amount of $ 159,259 in the form of 637,036 shares (the “Commitment Fee Shares”) of the Company’s common stock (the “Common Stock”), (ii) promissory note in the principal amount of $ 277,777 due on November 10, 2022, and (iii) Common Stock Purchase Warrants to purchase up to 277,777 shares of the Common Stock (the “Warrants”).

The Note and Warrants were issued on May 10, 2022 (the “Original Issue Date”) and were held in escrow pending effectiveness of the Purchase Agreement.

and the Warrants were issued, with an initial exercise price of $ 0.50 per share, subject to adjustment.

On May 18, 2022, the Company issued 19,294 shares of common stock to Larry Diamond, it’s Chief Executive Officer at a contractual price of $ 0.25 per share and a market price at issuance date of $ 0.1517 per share as commitment shares as set forth and defined in Diamond Note 4.

The Company recorded these shares at their relative fair value of the components of Diamond Note 4, or $ 3,160 and recorded a loss in the amount of $ 249 on this transaction.

The Company also issued five-year warrants to purchase 19,294 shares of common stock at a price of $ 0.50 to Mr.

Diamond pursuant to Diamond Note 4.

On May 23, 2022, the Company issued 19,295 shares of common stock to Jessica Finnegan at a contractual price of $ 0.25 per share and a market price at issuance date of $ 0.1794 per share as commitment shares as set forth and defined in Finnegan Note 1.

The Company recorded these shares at their relative fair value of the components of Finnegan Note 1, or $ 3,240 , and recorded a gain in the amount of $ 222 on this transaction.

The Company also issued five-year warrants to purchase 19,295 shares of common stock at a price of $ 0.50 to Ms.

Finnegan pursuant to Finnegan Note 1.

On May 26, 2022, the Company issued 84,412 shares of common stock to the May 26 Lenders at a contractual price of $ 0.25 per share and a market price at issuance date of $ 0.1517 per share as commitment shares as set forth and defined in the May 26, 2022 Notes.

The Company recorded these shares at their relative fair value of the components of the May 26 Note, or $ 14,175 , and recorded a loss in the amount of $ 1,369 on these transactions.

The Company also issued five-year warrants to purchase 84,412 shares of common stock at a price of $ 0.50 to the May 26 Lenders pursuant to the May 26, 2022.

On June 9, 2022, the Company issued 364,176 shares of common stock to the June 9 Lenders at a contractual price of $ 0.25 per share and a market price at issuance date of $ 0.1485 per share as commitment shares as set forth and defined in the June 9 Notes.

The Company recorded these shares at the relative fair value of the components of June 9 Notes, or $ 66,400 , and recorded an aggregate loss in the amount of $ 9,356 on these transactions.

The Company also issued five-year warrants to purchase 364,176 shares of common stock at a price of $ 0.50 to the May 26 Lenders pursuant to the June 9 notes.

On July 7, 2022, the Company issued 120,588 shares of common stock to William Mackay at a contractual price of $ 0.25 per share and a market price at issuance date of $ 0.1489 per share as commitment shares as set forth and defined in the Mackay Note.

The Company recorded these shares at their relative fair value of the components of Mackay Note, or $ 12,500 , and recorded a gain in the amount of $ 5,456 on this transaction.

The Company also issued five-year warrants to purchase 120,588 shares of common stock at a price of $ 0.50 to Mr.

Mackay pursuant to the Mackay Note.

On July 7, 2022, the Company issued 9,647 shares of common stock to Charlies Schrier at a contractual price of $ 0.25 per share and a market price at issuance date of $ 0.1489 per share as commitment shares as set forth and defined in the Schrier Note.

The Company recorded these shares at their relative fair value of the components of Schrier Note, or $ 1,000 , and recorded a gain in the amount of $ 436 on this transaction.

The Company also issued five-year warrants to purchase 9,647 shares of common stock at a price of $ 0.50 to Mr.

Schrier pursuant to the Schrier Note.

On July 21, 2022, the Company issued 12,059 shares of common stock to Juan Carlos Iturregui, a related party, at a contractual price of $ 0.25 per share and a market price at issuance date of $ 0.1445 per share as commitment shares as set forth and defined in the Iturregui Note.

The Company recorded these shares at their relative fair value of the components of Schrier Note, or $ 1,225 , and recorded a gain in the amount of $ 518 on this transaction.

The Company also issued five-year warrants to purchase 12,059 shares of common stock at a price of $ 0.50 to Mr.

Iturregui pursuant to the Iturregui Note.

On July 21, 2022, the Company issued 123,000 shares of common stock to the Michael C.

Howe Living Trust, a related party, at a contractual price of $ 0.25 per share and a market price at issuance date of $ 0.1445 per share as commitment shares as set forth and defined in the Howe Note 3.

The Company recorded these shares at their relative fair value of the components of Howe Note 3, or $ 12,495 , and recorded a gain in the amount of $ 5,729 on this transaction.

The Company also issued five-year warrants to purchase 123,000 shares of common stock at a price of $ 0.50 to the Michael C.

Howe Living Trust pursuant to the Howe Note 3.

On July 26, 2022, the Company issued 24,117 shares of common stock to Eric S.

Nommsen at a contractual price of $ 0.25 per share and a market price at issuance date of $ 0.1368 per share as commitment shares as set forth and defined in the Nommsen Note.

The Company recorded these shares at their relative fair value of the components of Nommsen Note, or $ 2,350 , and recorded a gain in the amount of $ 949 on this transaction.

The Company also issued five-year warrants to purchase 24,117 shares of common stock at a price of $ 0.50 to Mr.

Nommsen pursuant to the Nommsen Note.

On July 27, 2022, the Company issued 24,117 shares of common stock to James H.

Caplan at a contractual price of $ 0.25 per share and a market price at issuance date of $ 0.1387 per share as commitment shares as set forth and defined in the Caplan Note.

The Company recorded these shares at their relative fair value of the components of the Caplan Note, or $ 2,350 , and recorded a gain in the amount of $ 995 on this transaction.

The Company also issued five-year warrants to purchase 24,117 shares of common stock at a price of $ 0.50 to Mr.

Caplan pursuant to the Caplan Note.

On August 4, 2022, the Company issued a total of 12,059 shares of common stock to Jessica, Kevin C., Brody, Isabella, and Jack Finnegan at a contractual price of $ 0.25 per share and a market price at issuance date of $ 0.1284 per share as commitment shares as set forth and defined in the Finnegan Note 3.

The Company recorded these shares at their relative fair value of the components of the Finnegan Note 3, or $ 1,000 , and recorded a gain in the amount of $ 448 on this transaction.

The Company also issued five-year warrants to purchase a total of 12,059 shares of common stock at a price of $ 0.50 to the holders of the Finnegan Note 3.

On August 4, 2022, the Company issued 49,200 shares of common stock to Jack Enright at a contractual price of $ 0.25 per share and a market price at issuance date of $ 0.1284 per share as commitment shares as set forth and defined in the Caplan Note.

The Company recorded these shares at their fair value of $ 6,317 .

On August 4, 2022, the Company issued 603,177 shares of common stock to a service provider as payment for investor relations services.

The transaction was effective August 1, 2022 and has a six month term.

The shares were valued at the closing price of the Company’s common stock on August 4, 2022, of $ 0.1284 per share or $ 77,448 .

On August 18, 2022, the Company issued 82,000 shares of common stock to the Michael C.

Howe Living Trust, a related party, at a contractual price of $ 0.25 per share and a market price at issuance date of $ 0.1314 per share as commitment shares as set forth and defined in the Howe Note 4.

The Company recorded these shares at their fair value of $ 10,775 .

On September 2, 2022, the Company issued 29,110 shares of common stock to John Mitchell at a contractual price of $ 0.25 per share and a market price at issuance date of $ 0.1073 per share as commitment shares as set forth and defined in the Mitchell Note.

The Company recorded these shares at their fair value of $ 3,124 .

On September 2, 2022, the Company issued 24,600 shares of common stock to Frank Lightmas at a contractual price of $ 0.25 per share and a market price at issuance date of $ 0.1073 per share as commitment shares as set forth and defined in the Lightmas Note.

The Company recorded these shares at their fair value of $ 2,640 .

On September 2, 2022, the Company issued 12,300 shares of common stock to Lisa Lewis at a contractual price of $ 0.25 per share and a market price at issuance date of $ 0.1073 per share as commitment shares as set forth and defined in the Lewis Note.

The Company recorded these shares at their fair value of $ 1,320 .

On September 2, 2022, the Company issued 12,300 shares of common stock to Sharon Goff at a contractual price of $ 0.25 per share and a market price at issuance date of $ 0.1073 per share as commitment shares as set forth and defined in the Goff Note.

The Company recorded these shares at their fair value of $ 1,320 .

On September 9, 2022, the Company issued 41,000 shares of common stock to Cliff Hagan at a contractual price of $ 0.25 per share and a market price at issuance date of $ 0.115 per share as commitment shares as set forth and defined in the Hagan Note.

The Company recorded these shares at their fair value of $ 4,715 .

On September 14, 2022, the Company issued 82,000 shares of common stock to Darling Capital at a contractual price of $ 0.25 per share and a market price at issuance date of $ 0.132 per share as commitment shares as set forth and defined in the Darling Capital Note.

The Company recorded these shares at their fair value of $ 10,824 .

On September 15, 2022, the Company issued 20,500 shares of common stock to Mack Leath at a contractual price of $ 0.25 per share and a market price at issuance date of $ 0.1399 per share as commitment shares as set forth and defined in the Leath Note.

The Company recorded these shares at their fair value of $ 2,868 .

Common Stock Transactions During the Nine Months Ended September 30, 2021

On January 4, 2021, the Company issued 4,123,750 shares of common stock at a price of $ 0.012 per share pursuant to the conversion of $ 45,000 of principal and $ 4,485 of accrued interest in Eagle Equities Note 4.

On January 6, 2021, the Company issued 3,505,964 shares of common stock at a price of $ 0.01224 per share pursuant to the conversion of $ 39,000 of principal and $ 3,913 of accrued interest in Eagle Equities Note 4.

On January 11, 2021, the Company issued 4,463,507 shares of common stock at a price of $ 0.01224 per share pursuant to the conversion of $ 50,000 of principal and $ 4,633 of accrued interest in Eagle Equities Note 5.

On January 14, 2021, the Company issued 4,319,378 shares of common stock at a price of $0.01266 per share pursuant to the conversion of $ 50,000 of principal and $ 4,683 of accrued interest in Eagle Equities Note 5.

On January 21, 2021, the Company issued 6,449,610 shares of common stock at a price of $ 0.0154 per share pursuant to the conversion of $ 93,000 of principal and $ 6,324 of accrued interest in Eagle Equities Note 6.

On January 28, 2021, the Company issued 7,285,062 shares of common stock at a price of $ 0.01575 per share pursuant to the conversion of $ 107,200 of principal and $ 7,540 of accrued interest in Eagle Equities Note 6.

On February 1, 2021, the Company issued 6,672,000 shares of common stock in a private placement (the “2021 Private Placement”) at a price of $ 0.25 per share for cash proceeds of $ 1,668,000 .

On February 5, 2021, the Company entered into a settlement agreement with the holders of the Eagle Equities Note 7 whereby the Company issued 1,184,148 shares of common stock at a price of $ 0.24984 per share in satisfaction of $ 200,200 of principal and all accrued interest and prepayment penalties due under this note.

On February 5, 2021, the Company entered into a settlement agreement with the holders of the Eagle Equities Note 8 whereby the Company issued 639,593 shares of common stock at a price of $ 0.23851 per share in satisfaction of $ 114,400 of principal and all accrued interest and prepayment penalties due under this note.

On February 5, 2021, the Company entered into a settlement agreement with the holders of the Eagle Equities Note 9 whereby the Company issued 605,177 shares of common stock at a price of $ 0.24984 per share in satisfaction of $ 114,400 of principal and all accrued interest and prepayment penalties due under this note.

On February 5, 2021, the Company entered into a settlement agreement with the holders of the Eagle Equities Note 10 whereby the Company issued 1,095,131 shares of common stock at a price of $ 0.23748 per share in satisfaction of $ 200,200 of principal and all accrued interest and prepayment penalties due under this note.

On February 22, 2021, the Company issued 336,000 shares of common stock for the exercise of options at a price of $ 0.03 per share.

On March 11, 2021, the Company issued 600,000 shares of common stock to four officers of The Good Clinic in exchange for 4,800 shares of Series A Preferred Stock.

The 4,800 shares of Series A Preferred Stock were cancelled.

On March 17, 2021, the Company issued 300,000 shares of common stock at a price of $ 0.31 per share to a service provider.

On March 23, 2021, the Company issued 461,358 shares of common stock at a price of $ 0.26 per share to the underwriters of the 2021 Private Placement.

On April 19, 2021, the Company issued 1,962 shares of common stock for professional fees which had been performed in a prior period.

The Company recorded these shares at the par value of $ 0.01 per share.

On May 4 through May 26, 2021, the Company issued 4,237,424 shares of common stock for the conversion of 1,059,356 shares of Series C Preferred Stock at a price of $ 0.25 per share.

On May 12, 2021, the Company issued 2,500,000 shares of common stock at a price of $ 0.03 per share for the exercise of stock options by an investor.

On June 10 through June 29, 2021, the Company issued 5,116,668 shares of common stock at a price of $ 0.03 per share for the exercise of stock options by officers and directors.

On June 23, 2021, the Company cancelled 2,000,000 shares of common stock held by an ex-officer in connection with a settlement agreement.

The cancellation of these shares was recorded at the par value of $ 0.01 per share.

Also, in connection with the settlement agreement, the Company issued 637,953 shares to the ex-officer at the market price of $.

20 per share.

On August 26, 2021, the Company issued 312,800 restricted shares of the Company’s common stock priced at $ 0.25 , vesting immediately, in lieu of $ 78,200 of cash compensation owed to the Company’s Chief Executive Officer for services rendered to the Company prior to 2021.

Between August 11, 2021 and September 2, 2021 the Company issued 4,000,001 shares of the Company common stock in connection with the conversion of Series C preferred stock issued in the first quarter.

Also, during the nine months ended September 30, 2021, the Company charged the amount of $ 7,897 to operations in connection with the vesting of stock granted to its officers and board members;

the Company also charged the amount of $ 201,292 to operations in connection with the vesting of options granted to its officers and board members.

Preferred Stock

We have authorized to issue 100,000,000 shares of Preferred Stock with such rights designations and preferences as determined by our Board of Directors.

We have designated 500,000 shares of series A stock, 3,000,000 shares of Series C Preferred, 10,000,000 shares of Series D Preferred and we have designated 400,000 shares as Series X Preferred Stock.

Series A Preferred Stock

Series A Preferred Stock Transactions During the Nine months Ended September 30, 2022

Series A Preferred Stock Transactions During the Nine months Ended September 30, 2021

During the nine months ended September 30, 2021, the Company accrued dividends in the amount of $ 1,000 on the Series A Preferred Stock.

On March 11, 2021, the Company issued 600,000 shares of common stock to the four officers of The Good Clinic in exchange for the previously issued Series A Preferred Stock and accrued dividends.

The Series A preferred stock was canceled.

The Preferred Stock was valued at cost of $ 71,558 , and the common stock was valued at the market price of $ 0.463 per share or a total value of $ 277,800 .

This transaction resulted in a deemed dividend to the Preferred A shareholders in the amount of $ 206,242 .

We have designated 500,000 shares of Series A Preferred, 3,000,000 shares of Series C Preferred, 10,000,000 shares of Series D Preferred, 10,000 shares of Series E Preferred, 140,000 shares of Series F Preferred, and 27,324 shares of Series X Preferred.

Series A Preferred Stock Transactions During the Three Months Ended March 31, 2023

Series A Preferred Stock Transactions During the Three Months Ended March 31, 2022

Series C Preferred Stock

Series C Preferred Stock Transactions During the Nine months Ended September 30, 2022

During the nine months ended September 30, 2022, the Company accrued dividends on the Series C Preferred Stock in the amount of $ 49,700 .

The Company also adjusted the number of shares of Series C Preferred Stock outstanding by an increase in the amount of 98,064 shares in connection with previous conversions of Series C Preferred Stock to common stock;

the amount of $ 981 was charged to additional paid-in capital pursuant to this adjustment.

Series C Preferred Stock Transactions During the Nine months Ended September 30, 2021

On March 25, 2021, the Company sold 3,000,000 shares of its Series C Preferred Stock along with (i) five-year warrants to purchase 6,300,000 shares of the Company’s common stock at a price of $ 0.50 per share, and (ii) five -year warrants to purchase 6,300,000 shares of the Company’s common stock at a price of $ 0.75 per share for proceeds of $ 3,000,000 .

Between May 4 and May 26, 2021, 1,059,356 shares of Series C Preferred Stock were converted at a price of $ 0.25 per share to 4,237,424 shares of common stock.

During the nine months ended September 30, 2021, the Company accrued dividends on the Series C Preferred Stock in the amount of $ 49,700 .

The Series C Preferred Stock has the following terms:

The Series C Preferred Stock and the Series D Preferred, discussed below, ranks senior to all other preferred stock of the Company except in relation to the Series X Cumulative Redeemable Perpetual Preferred Stock, which ranks Pari passu to the Series C Preferred Stock, with respect to the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company.

Voting Rights.

Holders of the Series C Preferred Stock have the right to vote on any matter presented to holders of our Common Stock for their action or consideration at any meeting of the stockholders (or by written consent of stockholders in lieu of meeting), each holder of our Series C Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series C preferred Stock held by such holder, as described below, are convertible as of the record date for determining stockholders entitled to vote on (or consent to) such matter, voting with the Common Stock as a single class.

Each holder of our Series C Preferred Stock is entitled to convert their shares of Series C Preferred Stock, in whole or in part, at the Conversion Rate, which is determined by dividing the Conversion Amount (the Stated Value of $1.05, plus any accrued but unpaid dividends) by the Conversion Price ($0.25 per share).

In addition, upon certain triggering events, the holders of our Series C Preferred Stock have the right to convert their Series C Preferred Stock at the lesser of the Conversion Price or 75% of the average VWAP for the five trading days prior to the date of the notice of conversion.

The Conversion Price is subject to adjustment upon certain stock splits and recapitalization as well as upon the sale of Common Stock or Common Stock Equivalents.

Each share of the Series C Preferred Stock is convertible at the option of the holder thereof, or automatically or upon the closing of an underwritten offering of at least $10 million of the Company’s securities or upon listing of the Company’s Common Stock on a national securities exchange.

Each share of Series C Preferred Stock accrues dividends on a quarterly basis in arrears, at the rate of 6 % per annum of the Stated Value ($1.05 per share plus any accrued but unpaid dividends) and is to be paid within 15 days after the end of each of our fiscal quarters.

Each holder of the Series C Preferred Stock is entitled to receive dividends or distributions on each share of the Series C Preferred Stock on an as converted into Common Stock basis when and if dividends are declared on the Common Stock by our Board of Directors.

Liquidation Rights.

The holders of our Series C Preferred stock are entitled to receive in cash out of our assets, whether from capital or from earnings available for distribution to our stockholders (the “Liquidation Funds”), before any amount shall be paid to the holders of any of shares of capital stock that rank junior to the Series C Preferred Stock, but Pari passu with any shares of capital stock that have a parity ranking with the Series C Preferred stock (“Parity Stock”) then outstanding, an amount per share of Series C Preferred Stock equal to the greater of (A) the Conversion Amount on the date of such payment or (B) the amount per share such holder of the Series C Preferred Stock would receive if such holder converted their Series C Preferred Stock into Common Stock immediately prior to the date of such payment, provided that if the Liquidation Funds are insufficient to pay the full amount due to the holders of the Series C Preferred Stock and holders of shares of Parity Stock, then each holder Series C Preferred Stock and each holder of Parity Stock shall receive a percentage of the Liquidation Funds equal to the full amount of Liquidation Funds payable to such holder and such holder of Parity Stock as a liquidation preference, in accordance with their respective certificate of designations (or equivalent), as a percentage of the full amount of Liquidation Funds payable to all holders of Series C Preferred Stock and all holders of shares of Parity Stock.

All such amounts shall be paid or set apart for payment before the payment or setting apart for payment of any amount for, or the distribution of any Liquidation Funds of the Corporation to the holders of shares of capital stock that may rank junior to that of the Series C Preferred Stock Junior Stock.

Rights and Preferences.

The rights, preferences, and privileges of holders of our Series C Preferred Stock are subject to, and may be adversely affected by, the rights of holders of shares of any series of Preferred Stock that we may designate and issue in the future that may rank senior to the Series C Preferred Stock.

Redemption Rights.

Upon receipt of a conversion notice, we have the right (but not the obligation) to redeem all or part of the Series C Preferred Stock (which the applicable holder of the Series C Preferred Stock is seeking to convert) at a price per share equal to the product of 125% of the (1) Stated Value plus (2) the Additional Amount (the “Redemption Price”).

If we decide to exercise the redemption right, within one trading day, we shall deliver written notice to such holder(s) of Series C Preferred Stock that the Series C Preferred Stock will be redeemed (the “Redemption Notice”) on the date that is three trading days following the date of the Redemption Notice (such date, the “Redemption Date”).

On the Redemption Date, we shall redeem the shares of Series C Preferred Stock specified in such request by paying in cash therefor a sum per share equal to the Redemption Price.

In no event shall a Redemption Notice be given if we may not lawfully redeem our capital stock.

On or before the Redemption Date, the Redemption Price for such shares shall be paid by wire transfer of immediately available funds to an account designated in writing by the applicable holder.

Price Adjustments Protection .

The conversion price is subject to appropriate adjustment in the event of share dividends, share splits, reorganizations or similar events affecting our shares of Common Stock.

Other than for certain exempt issuances, in the event we issue or sell any securities, including options or convertible securities, or amend outstanding securities, at an effective price, with an exercise price or at a conversion price less than the Conversion Price, then the Conversion Price shall be reduced to such lower price.

Preemptive or Similar Rights Additionally, except for a public offering or certain exempt issuances of our securities, holders of the Series C Preferred Stock shall have the right to participate in any offering of our Common Stock or Common Stock Equivalents (as defined in the COD) in a transaction exempt from registration under the Securities Act in an amount equal to an aggregate of 30% of the financing on the same terms, conditions and price provided to investors in such an offering, such right shall expire on the 15 month anniversary of the issuance date of the Series C Preferred Stock.

Further, until the earlier of 18 months from the issuance date of the Series C Preferred Stock and the date that there are less than 20% of the shares of Series C Preferred Stock outstanding, the Investors have most favored nations protection in the event we issue or sell Common Stock or Common Stock Equivalents that the Investors believe are more favorable than the terms and conditions under the Private Placement.

Fully Paid and Nonassessable .

All our issued and outstanding shares of Series C Preferred Stock are fully paid and nonassessable.

Series C Preferred Stock Transactions During the Three Months Ended March 31, 2023

The Company accrued dividends in the amount of $ 16,521 on the Series C Preferred Stock.

Series C Preferred Stock Transactions During the Three Months Ended March 31, 2022

The Company accrued dividends in the amount of $ 16,395 on the Series C Preferred Stock.

Series D Preferred Stock

Pursuant to the Certificate of Designations, Preferences and Rights of the Series D Preferred Stock of the Company, Inc., filed with the Secretary of State of the State of Delaware on October 18, 2021 (the “COD”), there are 10,000,000 shares of our preferred stock that have been designated as the Series D Preferred Stock and each share of the Series D Preferred Stock is convertible at the option of the holder thereof, or automatically upon the request of the our underwriters that the Series D Preferred Stock convert to shares of Common Stock or upon listing of the our Common Stock on a national securities exchange.

The number of shares of Common Stock issuable upon the conversion of each share of Series D Preferred Stock is calculated by dividing the Conversion Amount (defined in the COD as the Stated Value, $1.05 per share, plus accrued and unpaid dividends) by the $0.25 conversion price.

Series D Preferred Stock Transactions During the Nine months Ended September 30, 2022

During the nine months ended September 30, 2022, the Company accrued dividends on the Series D Preferred Stock in the amount of $ 146,073 .

Series D Preferred Stock Transactions During the Nine months Ended September 30, 2021

Series D Preferred Stock Transactions During the Three Months Ended March 31, 2023

The Company accrued dividends in the amount of $ 48,156 on the Series D Preferred Stock.

Series D Preferred Stock Transactions During the Three Months Ended March 31, 2022

The Company accrued dividends in the amount of $ 48,156 on the Series D Preferred Stock.

Series E Preferred Stock

On November 7, 2022, the Company filed a Certificate of Designations, Preferences and Rights of Series E Convertible Perpetual Preferred Stock (the “Series E”) with the Delaware Secretary of State.

The number of shares of Series E designated is 10,000 and each share of Series E has a stated value equal to $ 1,000 .

Each share of Series E Preferred Stock shall have a par value of $ 0.01 .

Each share of Series E shall become convertible, at the option of the holder, commencing on the date of issuance, into such number of fully paid and non-assessable shares of Common Stock.

The conversion price shall be, as of the conversion date, (a) prior to the date of the qualified offering the average VWAP per share of the Common Stock for the five (5) trading days prior to the date of conversion and (b) on or following the date of the qualified offering, the qualified offering price (the “ Conversion Price ”).

Immediately following the 120th day following the qualified offering, the Conversion Price shall be adjusted to the lesser of (a) the average VWAP per share of the Common Stock for the five (5) trading days immediately following the 120th day following the qualified offering and (b) the Conversion Price on such date, which shall in no event be less than $ 0.05 .

Series E Preferred Stock Transactions During the Three Months Ended March 31, 2023

Series F Preferred Stock

On March 23, 2023, the Company filed a Certificate of Designation, Preferences and Rights of Series F 12% PIK Convertible Perpetual Preferred Stock (the "Series F”) with the Delaware Secretary of State.

The number of shares of Series F designated is 140,000 and each share of Series F has a stated value equal to $ 1,000 .

Each share of Series F Preferred Stock shall have a par value of $ 0.01 .

Holders of the Series F are entitled to receive payment in kind dividends ("PIK Dividends”) at the quarterly rate of three-hundredths of one share outstanding per Series F Share.

The Series F can be converted, at the option of the Series F shareholder into shares of the Company’s common stock at a price equal to 65% of the Volume Weighted Average Price ("VWAP”) on the conversion date.

No conversions can occur until the Company has successfully completed an uplist to NASDAQ.

Series F Preferred Stock Transactions During the Three Months Ended March 31, 2023

Series X Preferred Stock

The Company has 24,227 shares of its 10 % Series X Cumulative Redeemable Perpetual Preferred Stock (the “Series X Preferred Stock”) outstanding as of September 30, 2022 and December 31, 2021.

The Company has 24,227 shares of its 10 % Series X Cumulative Redeemable Perpetual Preferred Stock (the “Series X Preferred Stock”) outstanding as of March 31, 2023 and December 31, 2022.

The Series X Preferred Stock has a par value of $ 0.01 per share, no stated maturity, a liquidation preference of $ 25.00 per share, and will not be subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless the Company decides to redeem or otherwise repurchase the Series X Preferred Stock;

3 unchanged sentences

Each one share of the Series X Preferred Stock is entitled to 20,000 votes on all matters submitted to a vote of our shareholders.

Series X Preferred Stock Transactions During the Nine Months Ended September 30, 2022

On June 7, 2022, the Company issued 405,131 shares of common stock at an average price of $ 0.2149 per share as payment for dividends payable on the Series X Preferred Stock in the amount of $ 87,053 .

During the nine months ended September 30, 2022, the Company accrued dividends in the amount of $ 45,423 on the Series X Preferred Stock.

Series X Preferred Stock Transactions During the Nine months Ended September 30, 2021

During the nine months ended September 30, 2021, the Company accrued dividends in the amount of $ 46,667 on the Series X Preferred Stock.

Series X Preferred Stock Transactions During the Three Month Ended March 31, 2023

The Company accrued dividends in the amount of $ 15,141 on the Series X Preferred Stock.

On March 31, 2023, the Company issued 8,063 shares of common stock at an average price of $ 4.38 per share for accrued dividends on the Series X Preferred Stock.

Series X Preferred Stock Transactions During the Three Months Ended March 31, 2022

The Company accrued dividends in the amount of $ 15,141 on the Series X Preferred Stock.

Stock Options

The following table summarizes the options outstanding at September 30, 2022 and the related prices for the options to purchase shares of the Company’s common stock:

The following table summarizes the options outstanding at March 31, 2023 and the related prices for the options to purchase shares of the Company’s common stock:

Transactions involving stock options are summarized as follows:

2 unchanged sentences

Outstanding at December 31, 2022

Outstanding at September 30, 2022

Outstanding at March 31, 2023

Options vested and exercisable

On June 13, 2022, the Company issued 200,000 ten-year stock options with an exercise price of $ 0.25 and a fair value of $ 23,316 to Tom Brodmerkel, its Chairman, to the position of Chief Financial Officer.

During the three months ended September 30, 2022 and 2021, the Company charged the amount of approximately $ 29,380 and $ 198,962 , respectively, for the vesting of stock options.

During the nine months ended September 30, 2022 and 2021, the Company charged the amount of approximately $ 331,690 and $ 400,050 , respectively, for the vesting of stock options.

At September 30, 2022, the total stock-based compensation cost related to unvested awards not yet recognized was $ 2.1 million.

The Company valued stock options during the nine months ended September 30, 2022 and 2021 using the Black-Scholes valuation model utilizing the following variables:

September 30,

161.0 % to 183.5

Risk-free interest rates

0.82 % to 1.69

5.00 to 10.00

The following table summarizes the warrants outstanding on September 30, 2022, and the related prices for the warrants to purchase shares of the Company’s common stock (see Note 8):

At March 31, 2023, the total stock-based compensation cost related to unvested awards not yet recognized was $ 2.1 million.

The following table summarizes the warrants outstanding on March 31, 2023, and the related prices for the warrants to purchase shares of the Company’s common stock:

Weighted- Average

1 unchanged sentence

Outstanding on December 31, 2022

Outstanding on September 30, 2022

The Company valued warrants during the nine months ended September 30, 2022 and 2021 using the Black-Scholes valuation model utilizing the following variables:

September 30,

137.6 to 150.7

161 % to 183.5

Risk-free interest rates

2.68 % to 3.01

0.82 % to 1.69

5.00 to 10.00

Note 10 – Commitments and Contingencies

In 2022, nine mechanic’s liens for a total of $ 2.2 million were filed by several contractors against five of the Company’s clinics.

All liens were filed pursuant to Minnesota’s and Colorado’s Mechanic’s statutes and relate to past due obligations for construction and related work on certain of the Company’s clinics.

Pursuant to Minnesota’s and Colorado’s Mechanic’s statutes, the contractor-creditors may have the ability to commence a mechanic’s lien foreclosure action against the real properties in question to recover amounts due, costs, legal fees, and interest.

Additionally, the mechanic’s liens could result in defaults under the Company’s leases for the affected clinic locations.

If that occurs, the leases for the affected clinic locations allow for acceleration of amounts due under the lease, among other damages and remedies.

If that happens, the Company would have to cease operations at the affected clinic locations and may lose some or all of its customers.

Through the date of this filing, we have satisfied $ 137,800 of the $2.2 million mechanic’s liens.

In October, 2022, Pinnacle Performance System, Inc.

d/b/a Pivot At Work (“Plaintiff”) filed suit against Mitesco, Inc.

for breach of contract and securities fraud under MN Securities Act alleging damages in excess of $ 50,000 .

Plaintiff is a former vendor.

Note 11 – Subsequent Events

Cavalry Exchange Agreement

On October 5, 2022, we entered into an exchange agreement (the “Cavalry Exchange Agreement”) with Cavalry Fund I LP (“Cavalry”).

In connection with the Cavalry Exchange Agreement, on October 5, 2022, we issued a 10 % promissory note to Cavalry (the “Cavalry Note”), of which we received gross proceeds of $ 500,000 (the “Cavalry Principal Amount”)

Pursuant to the Cavalry Exchange Agreement, Cavalry shall exchange (the “Cavalry Exchange”) (a) 1,000,000 shares of the our Series C Convertible Preferred Stock (the “Series C Shares”), (b) 750,000 shares of our Series D Convertible Preferred Stock (the “Series D Shares”), and (c) amounts owing under the Cavalry Note, for a number of Series E Convertible Preferred Stock (the “Series E Shares”) equal to 150% of the principal amount of the Cavalry Note, plus 150% of the stated value of the Series C Shares and Series D Shares (the “Cavalry Series E Exchange Value”) .

The Cavalry Exchange shall occur on the date of the Company’s listing of its common stock on a national securities exchange.

Cavalry shall surrender to the Company the Series C Shares and Series D Shares owned by it and as well as the Cavalry Note.

Upon such surrender, we shall issue to Cavalry a number of Series E Shares equal to the Cavalryy Series E Exchange Value.

Mercer Exchange Agreement

On October 7, 2022, we entered into an exchange agreement (the “Mercer Exchange Agreement”) with Mercer Street Global Opportunity Fund, LLC (“Mercer”).

In connection with the Mercer Exchange Agreement, on October 7, 2022, we issued a 10 % promissory note to Mercer (the “Mercer Note”), of which we received gross proceeds of $ 300,000 (the “Mercer Principal Amount”).

Pursuant to the Mercer Exchange Agreement, Mercer shall exchange (the “Mercer Exchange”) (a) 47,619 shares of the our Series C Shares, (b) 750,000 shares of the our Series D Convertible Preferred Stock (the “Series D Shares”), and (c) amounts owing under the Mercer Note, for a number of Series E Convertible Preferred Stock (the “Series E Shares”) equal to 150% of the principal amount of the Mercer Note, plus 150% of the stated value of the Series C Shares and Series D Shares (the "Mercer Series E Exchange Value") .

The Mercer Exchange shall occur on the date of the Company’s listing of its common stock on a national securities exchange.

Mercer shall surrender to the Company the Series C Shares and Series D Shares owned by it and as well as the Mercer Note.

Upon such surrender, we shall issue to Mercer a number of Series E Shares equal to the Mercer Series E Exchange Value.

Pinz Exchange Agreement

On October 10, 2022, we entered into an exchange agreement (the “Pinz Exchange Agreement”) with Pinz Capital Special Opportunities Fund LP (“Pinz”).

In connection with the Pinz Exchange Agreement, on October 10, 2022, we issued a 10 % promissory note to Pinz (the “Pinz Note”), of which we received gross proceeds of $ 30,000 (the “Pinz Principal Amount”).

Pursuant to the Pinz Exchange Agreement, Pinz shall exchange (the “Pinz Exchange”) (a) 100,000 shares of our Series D Convertible Preferred Stock (the “Series D Shares”), and (b) amounts owing under the Pinz Note, for a number of Series E Convertible Preferred Stock (the “Series E Shares”) equal to 150% of the principal amount of the Pinz Note, plus 150% of the stated value of the Series D Shares (the "Pinz Series E Exchange Value") .

The Pinz Exchange shall occur on the date of the Company’s listing of its common stock on a national securities exchange.

Pinz shall surrender to the Company the Series D Shares owned by it and as well as the Pinz Note.

Upon such surrender, we shall issue to Pinz a number of Series E Shares equal to the Pinz Series E Exchange Value.

Cavalry, Mercer and Pinz Promissory Notes

The maturity date of the Cavalry Note Mercer Note and Pinz Note is December 31, 2022.

If we successfully list our shares of Common Stock on any of The New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market on or before December 10, 2022, the Cavalry Principal Amount, Mercer Principal Amount and Pinz Principal Amount shall convert into Series E Shares pursuant to the Cavalry Exchange Agreement, Mercer Exchange Agreement or Pinz Exchange Agreement, as the case may be.

If and only if the Cavalry Principal Amount, Mercer Principal Amount, Pinz Principal Amount as the case may be, is not converted into Series E Shares pursuant to the terms of the Cavalry Note, Mercer Note or Pinz Note, as the case may be, the unpaid respective principal amount shall bear interest at 10 % per annum, which interest shall be accrued on a monthly basis and which shall have been deemed to have been accruing from the issue date of the Cavalry Note, Mercer Note or Pinz Note, as the case may be.

Following an event of default, as defined in the Cavalry Note, Mercer Note or Pinz Note, as the case may be, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The Cavalry Note, Mercer Note and Pinz Note each contains a “most favored nations” clause that provides that, so long as such note is outstanding, if we issue any new security, which the holder thereof reasonably believes is more favorable than those in the Cavalry Note, Mercer Note and Pinz Note, as the case may be, we shall notify the holder thereof of such term, and such term, at the option of such holder shall become a part of the Cavalry Note, Mercer Note and Pinz Note, as the case may be.

Anson Exchange Agreements

On October 18, 2022, the Company entered into separate exchange agreements with each of Anson East Master Fund LP (“AEMF”) (the “AEMF Exchange Agreement”) and Anson Investments Master Fund LP (“AIMF”, and collectively with AEMF, the “Funds”) (the “AIMF Exchange Agreement, together with the AEMF Exchange Agreement, the “Exchange Agreements”).

Pursuant to the Exchange Agreements, the Funds shall exchange (the “Exchange”) an aggregate of 750,000 shares of the Company’s Series D Stock for a number of Series E Convertible Preferred Stock (the “Series E Shares”) equal to 150% of the stated value of the Series D Shares (the "Series E Exchange Value"), and the Funds have agreed to invest no less than an aggregate amount of $375,000 into the uplisting offering.

The Exchange shall occur on the date of the Company’s listing of its common stock on a national securities exchange.

The Funds shall surrender to the Company the Series D Shares owned by them.

Upon such surrender, the Company shall issue to the Funds a number of Series E Shares equal to the Series E Exchange Value.

Issuance of Mercer Promissory Note

The Company issued a 10 % Promissory Note due as described below (the “Note”), dated October 24, 2022, to Mercer Street Global Opportunity Fund, LLC, (“Mercer”) and in respect of which the Company received proceeds of $ 100,000 (the “Principal Amount”).

The Principal Amount shall convert into the Series E Shares in accordance with the terms of the Exchange Agreement entered into between the Company and Mercer and disclosed on the current report on Form 8-K, filed with the SEC on October 12, 2022, if the Company successfully lists its common stock on a national securities exchange on or before December 10, 2022.

If the Principal Amount is not converted into Series E Shares, the Note shall bear interest at 10% interest rate per annum, accrued monthly and payable at maturity.

The Note has a maturity date of December 31, 2022.

The aggregate amount payable at maturity will be $ 100,000 plus 10% of that amount plus any accrued and unpaid interest.

The Note contains a “most favored nations” clause that provides that, so long as the Note is outstanding, if the Company issues any new security, which Mercer reasonably believes contains a term that is more favorable than those in the Note, the Company shall notify Mercer of such term, and such term, at the option of Mercer, shall become a part of the Note.

Common Stock Issued

On October 1, 2022, the Company issued 316,406 shares of common stock to Pinnacle Performance Systems with a market value at the date of issuance of $ 0.1087 per shares in satisfaction of accounts payable.

Series E Preferred Stock

On November 7, 2022, the Company filed a certificate of designations with the State of Delaware to create a series of 10,000 shares of preferred stock designated as Series E Convertible Perpetual Preferred Stock.

Outstanding on March 31, 2023

Fair Value Measurements

The following summarizes the Company’s derivative financial liabilities that are recorded at fair value on a recurring basis at March 31, 2023 and 2022.

March 31, 2023

Derivative liabilities

March 31, 2022

Derivative liabilities

Commitments and Contingencies

From time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business.

On June 23, 2022, The Good Clinic LLC was notified that a former employee had filed a lawsuit for wrongful termination.

The Good Clinic believes the lawsuit is without merit.

The Company was not named in the suit.

The Company expects to resolve it for nominal consideration.

No change has been noted related to this lawsuit.

On October 25, 2022, the Company was notified that a vendor filed suit related to a contract dispute naming both The Good Clinic and The CEO of the Good Clinic.

This suit was settled on May 5, 2023, and dismissed with prejudice on May 12, 2023.

The settlement included the issuance of the Company’s restricted common stock.

As a part of the settlement the Company issued 2,552 shares of its restricted common stock to the plaintiff and it issued to the CEO of The Good Clinic 19,622 of its restricted common stock, plus $ 3,000 in cash for reimbursement of expenses related to settling the suit with the vendor.

The Company has a number of legal situations involved with the winding down of its clinic business activities including claims regarding certain construction contracts and as a part of the process of cancellation of leases.

The following is a summary as of the date of this filing:

The Wayzata, MN clinic leases was terminated for a commitment to pay $ 25,000 .

Possession of the two Denver, Colorado clinic leases, known as Quincy and Radiant, has been relinquished to the landlords.

The lease obligations remain in negotiations as does the handling of the mechanics liens placed on the properties.

The Eagan clinic, aka Vikings clinic, gave up possession in January of 2023.

The mechanics lien has been placed on the property and was settled by the landlord in a confidential settlement with the lien holder.

The Landlord terminated the lease as of March 3, 2023.

Mitesco is now in settlement negotiations with the landlord for the handling of lease obligations.

The Landlord filed suit against the Company on July 21, 2023 for unpaid rent, expenses related unpaid lease obligations and the settled construction lien.

Paul clinic possession was relinquished in March 2023.

The handling of lease obligations remain in negotiations, as does the handling of the mechanics liens placed on the properties.

Louis Park clinic possession was relinquished in April 2023.

The handling of lease obligations remain in negotiations as does the handling of the mechanics liens placed on the properties.

The Maple Grove clinic eviction occurred in April 2023.

The handling of lease obligations remain in negotiations, as does the handling of the mechanics liens placed on the properties.

On August 22, 2023 the landlord filed a lawsuit related to alleged unmet lease obligations and related to a construction lien on the property by the general contractor related to alleged non-payment of construction expenses.

The Northeast Minneapolis clinic, aka Nordhaus clinic, possession was relinquished in May 2023.

There is no lien on the property.

The handling of lease obligations remains in negotiations with the landlord.

Subsequent Events

Issuance of Common Stock

On April 4, 2023, the Company issued 2,952 shares of common stock at a price of $ 1.05 per share to a service provider.

On April 5, 2023, the Company issued 94,738 shares of common stock to an investor at a price of $ 1.32 per share pursuant to a true-up agreement.

On May 5, 2023, the Company issued 2,552 shares of common stock to an investor at a price of $ 1.05 per share for satisfaction of accounts payable.

On May 9, 2023, the Company issued 19,622 shares of common stock to Michael C.

Howe, a related party, at a price of $ 0.94 per share to reimburse Mr.

Howe for costs incurred in connection with a settlement agreement with a vendor.

On June 9, 2023, the Company issued 20,212 shares of common stock as dividends on its Series X Preferred Stock at a price of $ 1.25 per share, including 1,670 to an officer, 1,003 to an ex-director, and 10,426 to a related party shareholder.

On June 29, 2023, the Company issued 131,362 shares of common stock at a price of $ 0.80 per share to a vendor in satisfaction of accounts payable in the amount of $ 105,089 .

On August 29, 2023, the Company issued 43,750 shares of common stock at a price of $ 0.80 per share to a vendor in satisfaction of accounts payable in the amount of $35,000.

PPP Loan Payment Plan

On July 12, 2023, the Company entered into a payment plan arrangement with the U.S.

Small Business Administration regarding PPP Loan.

The terms of the payment plan call for monthly payments of approximately $ 2,595 for 180 months beginning July 1, 2023 resulting in total payments in the amount of $ 467,116 .

Issuance of Series F Preferred Stock

Sale of Series F Preferred Stock Sold for Cash

On April 11, 2023, the Company entered into securities purchase agreements (each a “Purchase Agreement”) with investors providing for the sale and issuance of (i) Series F 12% PIK Convertible Perpetual Preferred Stock, par value $ 0.01 per share (the “Series F Shares”) and (ii) warrants to purchase shares of Common Stock (the “Warrants,” and together with the Series F Shares, the “Securities”).

The Warrants have an initial exercise price of $ 2.50 per share and the final number of shares of Common Stock the warrant is exercisable for will equal the number of shares of Common Stock into which the Series F Shares convert divided by 2.

On April 11, 2023, the Company entered into a Purchase Agreement for the sale of 863 Securities at a price of $ 1,000 per Security for cash in the amount of $ 375,000 plus incentives in the amount of $ 487,500 .

On April 11, 2023, the Company entered into a Purchase Agreement for the sale of 288 Securities at a price of $ 1,000 per Security for cash in the amount of $ 125,000 plus incentives in the amount of $ 162,500 .

On April 11, 2023, the Company entered into a Purchase Agreement for the sale of 345 Securities at a price of $ 1,000 per Security for cash in the amount of $ 150,000 plus incentives in the amount of $ 195,000 .

On June 30, 2023, the Company entered into a Purchase Agreement for the sale of 250 Securities at a price of $ 1,000 per Security for cash in the amount of $ 250,000 .

Series F Preferred Stock Issued for Conversion of Debt

Also in connection with the Purchase Agreements, the Company entered into separate exchange agreements pursuant to which the investors in the Series F Preferred Stock exchanged certain securities, as defined in each individual Exchange Agreement, for a number Series F Shares (based on their liquidation preference of $ 1,000 ) equal to 120%, 165% or 230%, depending on whether the investor invested additional funds into the bridge financing, of the “Principal Amount,” “Stated Value” and/or liquidation preference of the Exchange Securities (including any payoff bonus, accrued dividends or interest).

On April 11, 2023, in transactions with nine investors, the Company issued an aggregate 8,023 shares of Series F Preferred Stock at a price of $ 1,000 per share in exchange for debt and accrued interest, including payoff bonuses, in the aggregate amount of $ 8,018,293 .

Series F Preferred Stock Issued for Conversion of Series C and Series D Preferred Stock

On April 11, 2023, in transactions with two investors, the Company issued an aggregate 2,051 shares of Series F Preferred Stock at a price of $1,000 per share in exchange for Series C Preferred Stock and accrued dividends and payoff bonuses in the aggregate amount of $ 2,050,165 .

On April 11, 2023, in transactions with five investors, the Company issued an aggregate 3,884 shares of Series F Preferred Stock at a price of $1,000 per share in exchange for Series D Preferred Stock and accrued dividends and payoff bonuses in the aggregate amount of $ 3,883,524 .

Series F Preferred Stock Issued for Conversion of Accounts Payable

On June 29, 2023, the Company issued an aggregate 147 shares of Series F Preferred Stock to two creditors in satisfaction of accounts payable in the aggregate amount of $ 146,214 .

Appointment of Ms.

Sheila Schweitzer as Chairperson of the Board of Directors and President, Chief Operating Officer

Effective June 1, 2023, the Board of Directors appointed Ms.

Sheila Schweitzer to the position of Chief Operating Officer.

Schweitzer will receive a salary in the amount of $ 200,000 per year.

Her employment agreement is for a period of one year.

Effective June 6, 2023, the Board of Directors of the Company appointed Ms.

Schweitzer, who has been a member of the Board of Directors since 2021, to the position of Chairperson, replacing Mr.

Tom Brodmerkel, who has completed his term as Chair.

Brodmerkel will remain as Chief Financial Officer and continue to serve as a member of the Company’s Board of Directors.

Appointment of Mr.

Allen Plunk to the Board of Directors

On July 18, 2023 the Company appointed Mr.

Allen Plunk to its Board of Directors.

This follows a recent assessment of its healthcare operations and coincides with its decision to place new emphasis on building out its acquisition of healthcare technology and services entities.

Plunk will receive compensation commensurate with that of all other members of the Board of Directors.

MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the financial statements and notes thereto appearing elsewhere herein.

We are working to open primary care clinics around the US that are in residential centers and leverage the expertise, training, and license of Nurse Practitioners.

We are focusing on wellness as a core of the practice.

Mitesco’s mission is to increase convenience and access to care, improve the quality of care, and reduce its cost.

We opened our first primary care clinic “The Good Clinic” in Northeast Minneapolis, Minnesota in February 2021, and have added five additional operating clinics as of the date of this filing for a total of six clinics open and operating.

We announced leases for two new clinics in the greater Denver, Colorado area.

These new locations, and a new location in Wayzata, Minnesota are expected to open in the fourth quarter of 2022.

We plan to open clinics in residential concentrations of population to enhance the convenience, especially timely due to the changes in community travel patterns resulting from the pandemic.

Our clinicians use both telehealth (virtual) and in-person visits to treat and coach the clients along their journey to better health and quality of life.

Our clinics are led by Nurse Practitioners that use their license, extensive training, expertise, and empathy to help people remain stable or improve their health.

We emphasize wellness, beginning with a clients’ co-developed plan that identifies from where a person is starting and constructs a plan for how they can achieve their goals.

The practice uses an integrated health approach that includes an assessment of both the individual’s behavioral and physical health and combines this with their activation level and their goals.

The clinic offers wellness coaching, behavioral health care, episodic care, dermatologic services, and supplements.

We seek to care for the whole person’s needs.

Like the first clinic, we seek to locate clinics convenient to residential centers.

In pursuit of this approach, we intend to continue to expand our relationship with Lennar Corporation and other large-scale developers.

While we have no formal relationship with these developers other than as a tenant, we believe such relationships give us an advantage in recruiting and retaining clients in close proximity to our locations

Business Summary

Our operating subsidiary, The Good ClinicTM, produced increased operational results in the third quarter of 2022 as compared to the second quarter of 2022.

During the second quarter of 2022, The Good Clinic client visits were driven by a mix of continuing demand for COVID-19 testing and vaccinations as well as annual physicals and traditional primary care services.

In the third quarter of 2022 we continued to see the focus of client visits shift towards traditional primary care services including annual exams, women’s health, behavioral health, nutrition, chronic condition management, and wellness planning.

As a result, we experienced an increase in both minutes-of-care and in the average client appointment time.

Although advertising was reduced, the clinics experienced more than 40% of appointments being provided to new clients.

Much of this we believe is due to client referrals and the growing number of strong positive digital reviews.

Additionally, the clinics continue to improve operational efficiency, add new services.

Two services added in the quarter are:

Pharma-genetic testing – use in behavioral health care to help match prescription medications most likely to be effective for an individual based upon their genetics

Functional medicine testing and counseling – is a systems biology based approach that focuses on identifying and addressing the root cause of disease.

While conventional (allopathic) medicine diagnoses and treats what's above the surface — symptoms and disease — functional medicine also attends to what's below the surface, at the root of the disease — environmental and lifestyle factors, including sleep and relaxation, physical activity (exercise), nutrition, stress,

Metrics from the three months ended September 30, 2022:

During Primary Care’s traditionally slower summer months, The Good Clinic maintained the number of clinic visits in the third quarter at a comparable level to the second quarter.

The average length of appointment time increased from 39 to 40 minutes during the third quarter.

There was a 6% increase in total care minutes during the third quarter of 2022, as compared to the second quarter of 2022.

Telehealth use grew by 51% quarter over quarter as clients sought convenient access to care.

During the period advertising was reduced, yet new clients accounted for more than 40% of appointments.

Word of mouth referrals continues to be a strong source of new client acquisition.

Customer satisfaction continued strong in the third quarter.

The Good Clinic now has almost 400 digital reviews rating the clinics and providers between 4.9 and 5 stars out of a possible 5 stars.

These metrics indicate the client’s adoption of our primary care concept focused on preventive care and improved well-being.

Moreover, the quarterly results illustrate that The Good Clinic providers are delivering more complex care and are therefore receiving higher per-visit reimbursements.

References to the “ Company, ” “ Mitesco, Inc., ” “ our, ” “ us ” or “ we ” refer to Mitesco, Inc.

The following discussion and analysis of the Company ’ s financial condition and results of operations should be read in conjunction with the unaudited interim financial statements and the notes thereto contained elsewhere in this report.

Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act.

We have based these forward-looking statements on our current expectations and projections about future events.

These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements.

In some cases, you can identify forward-looking statements by terminology such as “ may, ” “ should, ” “ could, ” “ would, ” “ expect, ” “ plan, ” “ anticipate, ” “ believe, ” “ estimate, ” “ continue, ” or the negative of such terms or other similar expressions.

Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings.

History and Outlook

is a holding company with plans to participate in the healthcare technology, services and/or delivery industries.

From 2020 through 2022, the Company was executing against a strategic plan to open primary care clinics utilizing advanced degreed nurse practitioners in select markets.

The clinics operated under the name The Good Clinic.

The Company performed on the strategy and began implementing growth plans for The Good Clinic with limited funding.

The Company believed that upon execution of the business plan additional capital would be available on acceptable terms.

However, the markets were not favorable to funding and as the Covid-19 pandemic lingered on, the Company was unsuccessful accessing adequate capital when needed, therefore in late 2022 the decision was made to close the clinics.

As a result, Mitesco currently has no operating business.

Since the beginning of 2023, the Company has focused on winding down operations of The Good Clinic along with reducing other costs.

To that purpose the Company has terminated all but 4 employees;

management and the Board members are not taking cash compensation, and there are ongoing discussions to convert amounts owed to equity.

We are also selling the remaining assets consisting of furniture, equipment, and supplies;

the funds generated from the sale of assets will be used primarily to cover the costs of our SEC filings.

We have also begun the process of redomiciling from Delaware to Nevada.

Results of Operations

The following period-to-period comparisons of our financial results are not necessarily indicative of results for the current period of any future periods.

Further, as a result of any acquisitions of other businesses, we may experience large expenditures specific to the transactions that are not incident to our operations.

Comparison of the Three Months Ended September 30, 2022 and 2021

The Company recognized revenue of approximately $0.2 million for the three months ended September 30, 2022, compared to $13,500 for the three months ended September 30, 2021.

The increase in revenue is the result of the service and product revenue from The Good Clinic’s six locations.

Cost of Sales

The Company incurred approximately $0.5 million of cost of goods sold for the three months ended September 30, 2022, compared to $2,500 for the three months ended September 30, 2021.

During the first quarter of 2021 there were only a few direct clinical services performed due to the lack of in force payer contracts and the newness of the clinic.

As such, the allocation of the expenses related to clinical staff were attributed to operating expenses and not cost of sales.

The increase in cost of goods sold is the result of the opening and operating of The Good Clinic’s six locations and having in force payer relationships.

Gross (Loss) Profit

Our gross loss was approximately $0.3 million for the three months ended September 30, 2022, compared to gross profit of $11,000 for the three months ended September 30, 2021.

Operating Expenses

Our total operating expenses for the three months ended September 30, 2022, were approximately $2.0 million.

For the comparable period in 2021, the operating expenses were approximately $1.8 million.

Operating expenses for the three months ended September 30, 2022, were comprised primarily of $1.5 million of payroll, payroll taxes and employee benefit expenses, $0.2 million in rent and utilities, $0.1 million in legal and professional fees and $0.2 million in depreciation expenses.

Operating expenses for the three months ended September 30, 2021 were comprised primarily of $0.6 million of payroll and payroll taxes;

$0.2 million of non-cash compensation, $0.3 million in legal and professional fees;

$0.1 million in marketing, $0.1 million in consulting fees and $0.5 million in other operation costs.

Other Income and Expenses

Interest expense was approximately $1.7 million for the three months ended September 30, 2022, compared to $0 for the three months ended September 30, 2021.

During the three months ended September 30, 2022, we recorded a loss on waiver and commitment fee shares of approximately $14,100.

During the three months ended September 30, 2022, we recorded a loss on the revaluation of derivative liabilities of approximately $38,000

During the three months ended September 30, 2021, we recorded a loss on settlement of accounts payable of $10,000.

During the three months ended September 30, 2022, the Company declared Preferred Stock dividends of approximately $0.1 million compared to approximately $40,400 for the three months ended September 30, 2021.

For the three months ended September 30, 2022, we had a net loss available to common shareholders of approximately $4.1 million, or a net loss per share, basic and diluted of ($0.02) compared to a net loss available to common shareholders of approximately $1.8 million, or a net loss per share, basic and diluted of ($0.01), for the three months ended September 30, 2021.

Comparison of the Nine Months Ended September 30, 2022 and 2021

The Company recognized revenue of approximately $0.5 million for the nine months ended September 30, 2022, compared to $24,700 for the nine months ended September 30, 2021.

The increase in revenue is the result of the service and product revenue from The Good Clinic’s six locations.

Further, as a result of any acquisitions of other businesses, and any additional pharmacy acquisitions or other such transactions we may pursue, we may experience large expenditures specific to the transactions that are not incident to our operations.

Comparison of the Three Months Ended March 31, 2023 and 2022

The Company recognized revenue of $0 for the three months ended March 31, 2023, compared to approximately $0.1 million for the three months ended March 31, 2022.

The decrease is the result of the halting of the Company’s clinic operations.

Cost of Sales

The Company incurred approximately $1.7 million of cost of goods sold for the nine months ended September 30, 2022, compared to $7,800 for the nine months ended September 30, 2021.

During the first and second quarters of 2021 there were only a few direct clinical services performed due to the lack of in force payer contracts and the newness of the clinic.

As such, the allocation of the expenses related to clinical staff were attributed to operating expenses and not cost of sales.

The increase in cost of goods sold is the result of the opening and operating of The Good Clinic’s six locations and having in force payer relationships.

Gross (Loss) Profit

Our gross loss was approximately $1.2 million for the nine months ended September 30, 2022, compared to gross profit of $16,900 for the nine months ended September 30, 2021.

The Company incurred approximately $2,419 of cost of goods sold for the three months ended March 31, 2023, compared to $0.6 million for the three months ended March 31, 2022.

The decrease is the result of the halting of the Company’s clinic operations.

Gross Profit/(Loss)

Our gross loss was approximately $2,419 for the three months ended March 31, 2023, compared to gross loss of $0.5 million for the three months ended March 31, 2022.

The decrease is the result of the halting of the Company’s clinic operations.

Operating Expenses

Our total operating expenses for the nine months ended September 30, 2022, were approximately $6.9 million.

Our total operating expenses for the three months ended March 31, 2023, were approximately $4.3 million.

For the comparable period in 2022, the operating expenses were approximately $2.6 million.

Operating expenses for the nine months ended September 30, 2022, were comprised primarily of $3.9 million of payroll, payroll taxes and employee benefit expenses, $0.7 million in rent and utilities, $0.4 million in legal and professional fees, $0.2 million in marketing;

$0.4 million in consulting fees, $0.6 million in depreciation, $0.4 million in stock-based compensation expenses and $0.3 million in other operating costs.

Operating expenses for the nine months ended September 30, 2021 were comprised primarily of $1.1 million of payroll and payroll taxes;

$0.5 million of non-cash compensation, $0.9 million in legal and professional fees, $0.4 million in marketing, $0.4 million in consulting fees and $0.8 million in other operation costs.

The increase is the result of the halting of the Company’s clinic operations.

During the current period we fully impaired our remaining operating assets in the amount of approximately $2.3 million.

General and administrative expenses for the three months ended March 31, 2023 were comprised primarily of payroll and related costs of approximately $0.3 million, building and facility costs of approximately $0.3 million, share based compensation of approximately $0.8 million, depreciation of approximately $0.1 million, advertising and marketing costs of approximately $0.1 million, legal and professional costs of approximately $0.1 million, consulting costs of approximately $0.1 million, and other costs of approximately $0.2 million.

General and administrative expenses for the three months ended March 31, 2022 were comprised primarily of approximately $0.9 million in payroll and related costs, $0.3 million in legal and professional fees, $0.2 million in facilities costs, $0.2 million of depreciation expense, $0.1 million of IR and marketing costs, $0.1 million of insurance costs, $0.1 million of computer support and internet costs, and $0.1 million in consulting fees.

Other Income and Expenses

Interest expense was approximately $3.4 million for the nine months ended September 30, 2022, compared to approximately $1.0 million for the nine months ended September 30, 2021.

During the nine months ended September 30, 2022, we recorded a gain on waiver and commitment fee shares of approximately $0.2 million.

During the nine months ended September 30, 2022, we recorded a gain on settlement of accrued salary of approximately $15,000.

During the nine months ended September 30, 2022, we recorded a loss on settlement of accounts payable of $0.1 million as compared to a gain on settlement of accounts payable of approximately $6,000 for the nine months ended September 30, 2021.

During the nine months ended September 30, 2022, we recorded a loss on the revaluation of derivative liabilities of approximately $0.1 million, compared to a loss of approximately $0.5 million for the nine months ended September 30, 2021.

During the nine months ended September 30, 2021, we recorded a loss on legal settlement of $0.1 million.

During the nine months ended September 30, 2021, we recorded a gain on the settlement of notes payable of approximately $1,800.

During the nine months ended September 30, 2022, the Company declared Preferred Stock dividends of approximately $0.2 million compared to approximately $0.1 million for the nine months ended September 30, 2021.

During the nine months ended September 30, 2021, the Company recorded Preferred Stock deemed dividends of approximately $0.3 million.

For the nine months ended September 30, 2022, we had a net loss available to common shareholders of approximately $11.8 million, or a net loss per share, basic and diluted of ($0.05) compared to a net loss available to common shareholders of approximately $6.1 million, or a net loss per share, basic and diluted of ($0.03), for the nine months ended September 30, 2021.

Interest expense was approximately $1.4 million for the three months ended March 31, 2023, compared to approximately $0.8 million for the three months ended March 31, 2022.

The increase was due to an increase in principal balances and to increased interest rates due to default on the notes.

Interest expense – related parties was approximately $0.1 million for the three months ended March 31, 2023, compared to $0 in the prior period.

During the three months ended March 31, 2022, we recorded a gain on waiver fee shares of approximately $0.2 million.

During the three months ended March 31, 2022, we recorded a gain on settlement of accrued salary of approximately $15,000.

During the three months ended March 31, 2023.

We recorded a gain on termination of operating lease in the amount of approximately $0.3.

During the three months ended March 31, 2022, we recorded a loss on settlement of accounts payable of approximately $78,000.

During the three months ended March 31, 2023, we recorded a loss on the revaluation of derivative liabilities of approximately $0.1 million compared to a gain in the amount of approximately $80,000 during the three months ended March 31, 2022.

The Company accrued Preferred Stock dividends of approximately $79,000 compared to approximately $80,000 for the three months ended March 31, 2022.

For the three months ended March 31, 2023, we had a net loss available to common shareholders of approximately $5.7 million, or a net loss per share, basic and diluted of ($1.18) compared to a net loss available to common shareholders of approximately $3.8 million, or a net loss per share, basic and diluted of ($0.87), for the three months ended March 31, 2022.

Liquidity and Capital Resources

To date, we have not generated sufficient revenue from operations to support our operations.

We have financed our operations through the sale of equity securities and short-term borrowings.

As of September 30, 2022, we had cash of approximately $6,000 compared to cash of approximately $1.2 million as of December 31, 2021.

Net cash used in operating activities was approximately $5.5 million for the nine months ended September 30, 2022.

This is the result of our business development efforts pertaining to the start-up of the first six clinics.

Cash used in operations for the nine months ended September 30, 2021, was approximately $1.6 million.

Net cash used in investing activities was approximately $0.2 million for the nine months ended September 30, 2022.

The amounts relate to the purchase of fixed assets and leasehold improvement on our clinics.

Net cash used for investing activities for the nine months ended September 30, 2021 was $2.3 million.

Net cash provided by financing activities for the nine months ended September 30, 2022, was approximately $4.5 million, consisting of proceeds from notes payable related parties, net of discounts, of $2.9 million, proceeds from notes payable, net of discounts, of $1.8 million offset by principal payment on related party notes payable of $0.2 million.

Net cash provided by financing activities for the nine months ended September 30, 2021, was $4.3 million consisting of proceeds from a private placement offering of common stock of $1.7 million and $2.8 million from the sale of Series C Preferred Stock and warrants.

Partially offsetting the proceeds was approximately $0.2 million of payment on notes payable.

To date, we have not generated sufficient revenue from operations or raised capital to support our operations.

We have financed a portion of our operations through the sale of equity securities and short-term borrowings.

As of March 31, 2023, we had cash of approximately $300 compared to cash of approximately $36,000 as of December 31, 2022.

Net cash used in operating activities was approximately $35,000 for the three months ended March 31, 2023.

This is the result of the halting of the Company’s clinic operations.

Cash used in operations for the three months ended March 31, 2022, was approximately $1.9 million.

Net cash used in investing activities was $0 for the three months ended March 31, 2023 compared to $20,000 for the three months ended March 31, 2022.

Net cash provided by financing activities for the three months ended March 31, 2023, was $0, compared to $0.9 million for the three months ended March 31, 2022.

At March 31, 2023, we have the following cash based current liabilities:

Accounts payable and accrued liabilities of $8.3 million;

notes payable of $6.2 million;

notes payable to related parties of $2.8 million;

SBA Loan Payable of $0.5 million;

lease liabilities of $0.5 million;

accrued interest payable of $0.5 million;

accrued interest payable to related parties of $0.4 million;

and other current liabilities of $0.1 million.

We also have the following liabilities which are payable in stock:

derivative liabilities of $0.6 million, preferred stock dividends of $0.4, and preferred stock dividends payable to related parties of $30,000.

We have undertaken the following action plan to improve our liquidity:

(i) We have raised approximately $94,000 from the sale of office equipment, supplies, and other assets;

(ii) several institutional investors have invested in our Seres F Preferred Stock;

(iii) we have restructured our SBA Loan;

(iv) we are negotiating with vendors to convert our accounts payable into common stock or Series F Preferred stock, (iv) We are negotiating with lenders to convert our notes payable into Series F Preferred Stock, or revise the terms of the notes;

(v) We are negotiating with landlords to resolve the amounts due under the leases by offering to convert these amounts to equity or promissory notes.

See below for details regarding the progress we have made in the implementation of this plan.

Initial funds raised via the above efforts will be used primarily to complete the Company’s SEC filings.

On July 12, 2023, the Company entered into a payment plan arrangement with the U.S.

Small Business Administration regarding PPP Loan.

The terms of the payment plan call for monthly payments of approximately $2,595 for 180 months beginning July 1, 2023 resulting in total payments in the amount of $467,116.

Sale of Series F Preferred Stock Sold for Cash

On April 11, 2023, the Company entered into securities purchase agreements (each a “Purchase Agreement”) with investors providing for the sale and issuance of (i) Series F 12% PIK Convertible Perpetual Preferred Stock, par value $0.01 per share (the “Series F Shares”) and (ii) warrants to purchase shares of Common Stock (the “Warrants,” and together with the Series F Shares, the “Securities”).

The Warrants have an initial exercise price of $2.50 per share and the final number of shares of Common Stock the warrant is exercisable for will equal the number of shares of Common Stock into which the Series F Shares convert divided by 2.

No conversions can occur until the Company has successfully completed an uplist to NASDAQ.

From April 11 through June 30, 2023, we have raised a total of $900,000 through the sale of Series F Securities as follows:

On April 11, 2023, the Company entered into a Purchase Agreement for the sale of 863 Securities at a price of $1,000 per Security for cash in the amount of $375,000 plus incentives in the amount of $487,500.

On April 11, 2023, the Company entered into a Purchase Agreement for the sale of 288 Securities at a price of $1,000 per Security for cash in the amount of $125,000 plus incentives in the amount of $162,500.

On April 11, 2023, the Company entered into a Purchase Agreement for the sale of 345 Securities at a price of $1,000 per Security for cash in the amount of $150,000 plus incentives in the amount of $195,000.

On June 30, 2023, the Company entered into a Purchase Agreement for the sale of 250 Securities at a price of $1,000 per Security for cash in the amount of $250,000.

Also in connection with the Purchase Agreements, the Company entered into separate exchange agreements pursuant to which the investors in the Series F Preferred Stock exchanged certain securities, as defined in each individual Exchange Agreement, for a number Series F Shares (based on their liquidation preference of $1,000) equal to 120%, 165% or 230%, depending on whether the investor is investing additional funds into the bridge financing, of the “Principal Amount,” “Stated Value” and/or liquidation preference of the Exchange Securities (including any payoff bonus, accrued dividends or interest).

Series F Preferred Stock Issued for Conversion of notes payable and accrued interest

Through June 30, 2023, we have converted a total of $3,947,071 in debt and accrued interest to Series F Preferred Stock as follows:

On April 11, 2023, in transactions with nine investors, the Company issued an aggregate 8,023 shares of Series F Preferred Stock at a price of $1,000 per share in exchange for debt and accrued interest in the amount of $3,947,071, default fees of $912,500, and payoff incentives of 3,158,722.

Series F Preferred Stock Issued for Conversion of Series C and Series D Preferred Stock

Through June 30, 2023, we have converted a total Series C and D Preferred Stock and accrued interest with a total stated value in the amount of $3,954,068 to Series F Preferred Stock as follows:

On April 11, 2023, in transactions with two investors, the Company issued an aggregate 2,051 shares of Series F Preferred Stock at a price of $1,000 per share in exchange for Series C Preferred Stock and accrued dividends with a stated value of $1,271,109 and incentives in the aggregate amount of $779,056.

On April 11, 2023, in transactions with five investors, the Company issued an aggregate 3,884 shares of Series F Preferred Stock at a price of $1,000 per share in exchange for Series D Preferred Stock and accrued dividends with a stated value of $2,683,159 and incentives in the aggregate amount of $1,200,365.

Series F Preferred Stock Issued for Conversion of Accounts Payable

Through June 30, 2023, we have converted a total of $146,204 of accounts payable to Series F Preferred Stock as follows:

On June 29, 2023, the Company issued an aggregate 147 shares of Series F Preferred Stock to two creditors in satisfaction of accounts payable in the aggregate amount of $146,214.

Common Stock issued for conversion of Accounts payable

Through June 30, 2023, we have converted a total of $105,089 of accounts payable to common stock as follows:

On June 29, 2023, the Company issued 131,362 shares of common stock at a price of $0.80 per share to a vendor in satisfaction of accounts payable in the amount of $105,089.

We expect to continue to convert existing liabilities to our Series F Preferred Stock or to common stock and to raise additional funds via the sale of our Series F Preferred Stock, though there can be no assurance that we will be successful in doing so.

Critical Accounting Estimates

Management uses various estimates and assumptions in preparing our financial statements in accordance with generally accepted accounting principles.

These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.

Accounting estimates that are the most important to the presentation of our results of operations and financial condition, and which require the greatest use of judgment by management, are designated as our critical accounting estimates.

We have the following critical accounting estimates:

Estimates and assumptions used in the valuation of derivative liabilities:

Management utilizes a lattice model to estimate the fair value of derivative liabilities.

The model includes subjective assumptions that can materially affect the fair value estimates.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

Because we are allowed to comply with the disclosure obligations applicable to a “smaller reporting company,” as defined by Rule 12b-2 of the Exchange Act, with respect to this Quarterly Report on Form 10-Q, we are not required to provide the information required by this Item.

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

What changed 10-Q

Item 1. Financial Statements