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Item 1. Financial Statements

2024-11-25 compared with 2024-08-14 · 360 added, 189 removed, 846 unchanged (39% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

June 30, 2024

September 30, 2024

December 31, 2023

26 unchanged sentences

140,000 shares designated as Series F, and 27,324 shares designated Series X.

Preferred stock, Series A, $ 0.01 par value, 0 shares issued and outstanding as of June 30, 2024, and December 31, 2023

Preferred stock, Series C, $ 0.01 par value, 0 shares issued and outstanding as of June 30, 2024, and December 31, 2023

Preferred stock, Series D, $ 0.01 par value, 250,000 shares issued and outstanding as of June 30, 2024, and December 31, 2023

Preferred stock, Series F, $ 0.01 par value, 20,057 shares issued and outstanding as of June 30, 2024, and December 31, 2023

Preferred stock, Series X, $ 0.01 par value, 31,427 and 24,227 shares issued and outstanding at June 30, 2024, and December 31, 2023

Common stock, $ 0.01 par value, 500,000,000 shares authorized, 5,958,582 and 5,567,957 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively

Preferred stock, Series A, $ 0.01 par value, 0 shares issued and outstanding as of September 30, 2024, and December 31, 2023

Preferred stock, Series C, $ 0.01 par value, 0 shares issued and outstanding as of September 30, 2024, and December 31, 2023

Preferred stock, Series D, $ 0.01 par value, 150,000 and 250,000 shares issued and outstanding as of September 30, 2024, and December 31, 2023, respectively

Preferred stock, Series F, $ 0.01 par value, 14,665 and 20,057 shares issued and outstanding as of September 30, 2024, and December 31, 2023, respectively

Preferred stock, Series X, $ 0.01 par value, 24,587 and 24,227 shares issued and outstanding at September 30, 2024, and December 31, 2023, respectively

Common stock, $ 0.01 par value, 500,000,000 shares authorized, 8,508,756 and 5,567,957 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively

Additional paid-in capital

6 unchanged sentences

Three Months Ended

Six Months Ended

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

Nine Months Ended

September 30, 2024

September 30, 2023

September 30, 2024

September 30, 2023

OPERATING EXPENSES:

Cost of operations

General and administrative

7 unchanged sentences

Gain on termination of operating lease

Gain on forgiveness of debt

Gain on sale of assets

Gain on issuance of shares to service provided

Gain on settlement of notes payable

Gain on settlement of accounts payable

Loss on settlement of true-up obligations

2 unchanged sentences

Total other income (expense)

Net loss from continuing operations

Net loss from discontinued operations

Net income (loss) from continuing operations

Net income (loss) from discontinued operations

Consolidated net loss

1 unchanged sentence

Preferred stock dividends - related parties

Net loss available to common shareholders

Net loss per common share - continuing operations

Net loss per common share - discontinued operations

Net loss per common share

Weighted average shares outstanding

Net income (loss) available to common shareholders

Basic net income (loss) per common share - continuing operations

Basic net income (loss) per common share - discontinued operations

Basic net income (loss) per common share

Diluted net income (loss) per common share - continuing operations

Diluted net income (loss) per common share - discontinued operations

Diluted net income (loss) per common share

Basic weighted average shares outstanding

Diluted weighted average shares outstanding

See accompanying notes to these unaudited consolidated financial statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS ’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024, and 2023

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024, and 2023

Preferred Stock

11 unchanged sentences

Balance, June 30, 2024

Shares issued for conversion of account payable

Shares issued for conversion of notes payable and accrued interest

Shares issued for conversion of notes payable and accrued interest – related parties

Shares issued for conversion of Series F preferred shares and accrued dividends

Shares issued for conversion of Series D preferred shares and accrued dividends

Shares issued for conversion of Series X preferred shares

Shares issued for Series X dividends

Shares issued as compensation

Preferred stock dividends

Balance, Sept

Balance, December 31, 2022

18 unchanged sentences

Balance, June 30, 2023

Conversion of accounts payable to common stock

Conversion of accrued salary, debt and board fees to common stock – related parties

Conversion of debt to Series F preferred stock

Conversion of debt accrued salaries to Series F preferred stock - RP

Transaction costs Series F preferred stock sold for cash

Vesting of stock options issued to employees

Preferred stock dividends

Balance, September 30, 2023

See accompanying notes to these unaudited consolidated financial statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

June 30, 2024

June 30, 2023

Nine Months Ended

September 30, 2024

September 30, 2023

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss) from continuing operations

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

Impairment of right of use asset

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Impairment of fixed assets

Depreciation expense

6 unchanged sentences

Shares issued for true-up liability

Gain on forgiveness of note payable

Gain on settlement of note payable

Gain on settlement of accounts payable

Gain (loss) on lease terminations

5 unchanged sentences

Accounts payable and accrued liabilities

Other current liabilities

Accrued interest

1 unchanged sentence

Net cash used in operating activities from continuing operations

Net cash provided by operating activities from discontinued operations

Net cash used in operating activities from discontinued operations

Net cash used in operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

Net cash provided by investing activities from discontinued operations

Net cash provided by investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

2 unchanged sentences

Proceeds from sale of Series F Preferred stock, net of fees

Net cash provided by financing activities from continuing operations

Net cash provided by financing activities from discontinued operations

Net cash provided by financing activities

12 unchanged sentences

Shares issued for Series X dividends

Conversion of accounts payable to common stock

Conversion of notes payable to common stock

Conversion of notes payable to common stock - related party

Conversion of Series F Preferred Stock and accrued dividends to common stock

Conversion of Series D Preferred Stock and accrued dividends to common stock

Conversion of Series X Preferred Stock and accrued dividends to common stock

Series A accrued dividends reclassified to APIC from prior transaction

Increase in capital expenditures included in accounts payable

23 unchanged sentences

The second focus involves hosting application software developed by software vendors, from which they will sell the use of the software by their end user clients on a “cloud” basis.

By taking this approach we gain the business of the vendor, and their clients, perhaps allowing us to grow at a faster rate with lower cost of sales.

By taking this approach, we hope to gain the business of the vendor, and their clients, perhaps allowing us to grow at a faster rate with lower cost of sales.

We have developed the “Centcore Partner Program” where we will help promote the software vendors who are hosting in our data centers.

4 unchanged sentences

Going Concern

As of June 30, 2024, the Company had cash and cash equivalents of approximately $ 40 ,000, current liabilities of approximately $ 15.2 million, and has incurred significant losses from the previous clinic operations.

As of September 30, 2024, the Company had cash and cash equivalents of approximately $ 32 ,000, current liabilities of approximately $ 12.1 million, and has incurred significant losses from the previous clinic operations.

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

8 unchanged sentences

Basis of Presentation – The consolidated financial statements are prepared in conformity with accounting principles accepted in the United States of America (“GAAP”).

The consolidated financial statements and related disclosures as of June 30, 2024, are unaudited, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“ SEC ”).

The consolidated financial statements and related disclosures as of September 30, 2024, are unaudited, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“ SEC ”).

Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations.

1 unchanged sentence

These unaudited financial statements should be read in conjunction with the audited financial statements of the Company for the years ended December 31, 2023, and 2022 included in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 16, 2024.

The results of operations for the six months ended June 30, 2024, are not necessarily indicative of the results to be expected for the full year ended December 31, 2024.

The results of operations for the nine months ended September 30, 2024, are not necessarily indicative of the results to be expected for the full year ended December 31, 2024.

Principles of Consolidation – The accompanying consolidated financial statements include the accounts of Mitesco, Inc., and its wholly owned subsidiaries Mitesco NA, LLC, The Good Clinic, LLC, Vero Technology Ventures, LLC, and Centcore, LLC.

1 unchanged sentence

These entities are typically 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.

The Company’s management, restriction and other agreements concerning such nominee-owned entities typically includes both financial terms and protective and participating rights to the entities’ operating, strategic and non-clinical governance decisions which transfer substantial powers over and economic responsibility for these entities to the Company.

The Company’s management, restrictions and other agreements concerning such nominee-owned entities typically includes both financial terms and protective and participating rights to the entities’ operating, strategic and non-clinical governance decisions which transfer substantial powers over and economic responsibility for these entities to the Company.

As such, the Company applies the guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810 – Consolidation (“ASC 810”), to determine when an entity that is insufficiently capitalized or not controlled through its voting interests, referred to as a variable interest entity should be consolidated.

2 unchanged sentences

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.

For the three and six months ended June 30, 2024, the effect of 673,208 warrants to purchase shares of common stock, 13,667 options to purchase shares of common stock, and 1,216,616 shares of common stock issuable upon conversion of Series D preferred stock were excluded from the calculation of net loss per share as their effect was antidilutive.

For the three and six months ended June 30, 2023 the effect of 673,208 warrants to purchase shares of common stock, 209,381 options to purchase shares of common stock, and 3,467,464 shares of common stock issuable upon conversion of Series D preferred stock were excluded from the calculation of net loss per share as their effect was antidilutive.

Potential common stock equivalents are determined using the treasury stock method.

For diluted net loss per share purposes, the Company excludes stock options and other stock-based awards, including shares issued as a result of option exercises that are subject to repurchase by the Company, whose effect would be anti-dilutive from the calculation.

The following table presents the effect of potential dilutive issuances for the three and nine months ended September 30, 2024, and 2023:

Three Months Ended

Nine Months Ended

September 30, 2024

September 30, 2023

September 30, 2024

September 30, 2023

Net profit (loss) attributable to common stockholders

Preferred stock dividends

Interest expense associated with convertible debt

Net income (loss) for dilutive calculation

Basic weighted average shares outstanding

Dilutive effect of preferred stock

Dilutive effect of convertible debt

Dilutive effect of common stock warrants

Weighted average shares outstanding for diluted net income (loss) per share

Discontinued Operations - The accompanying financial statements are prepared with the guidance of ASU 2014-08, “Reporting Discontinued Operations”, and ASC Topic 205, Presentation of Financial Statements , and ASC Topic 360, Property, Plant and Equipment .

8 unchanged sentences

The Company is currently evaluating the effect of this pronouncement on its disclosures.

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.

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 have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

Discontinued Operations

6 unchanged sentences

For comparability purposes certain prior period line items relating to the assets held for sale have been reclassified and presented as discontinued operations for all periods presented in the accompanying consolidated statements of net loss and comprehensive loss and the consolidated balance sheets.

The Company had no assets or liabilities classified that were classified as held as part of discontinued operations as of June 30, 2024, or December 31, 2023.

The Company had no assets or liabilities classified that were classified as held as part of discontinued operations as of September 30, 2024, or December 31, 2023.

The following information presents the major classes of line items constituting the after-tax loss from discontinued operations in the consolidated statements of operations:

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Cost of goods sold

3 unchanged sentences

Gain on termination of operating lease

Gain on sale of assets

Gain on settlement of accounts payable

Interest expense

Loss from discontinued operations, net of tax

The following information presents the major classes of line items constituting significant operating and investing cash flow activities in the consolidated statements of cash flows relating to discontinued operations:

Six Months Ended

Nine Months Ended

September 30,

Depreciation expense

2 unchanged sentences

Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consisted of the following at June 30, 2024, and December 31, 2023:

Accounts payable and accrued liabilities consisted of the following at September 30, 2024, and December 31, 2023:

September 30,

Trade accounts payable

6 unchanged sentences

Operating lease liabilities are summarized below:

September 30,

Lease liability

1 unchanged sentence

Lease liability, non-current

As a result of closing the facilities, the Company has made no further lease payments during the year ending December 31, 2023, or the six months ending June 30, 2024.

As of June 30, 2024, the Company has either settled amounts owed or entered into default judgements for all leases except for the office lease, which we believe is nominal.

For all leases for which a legal settlement has been entered into, all amounts have been reclassified to legal settlements as of June 30, 2024, and December 31, 2023.

As a result of closing the facilities, the Company has made no further lease payments during the year ending December 31, 2023, or the nine months ending September 30, 2024.

As of September 30, 2024, the Company has either settled amounts owed or entered into default judgements for all leases except for the office lease, which we believe is nominal.

For all leases for which a legal settlement has been entered into, all amounts have been reclassified to legal settlements as of September 30, 2024, and December 31, 2023.

For the period ended December 31, 2024

6 unchanged sentences

As of December 31, 2023, the Company has entered into settlement agreements for certain of our leases in the amount of $ 2,219,886 which is recorded as Legal Settlements in the accompanying balance sheet.

During the six months ended June 30, 2024, the Company recorded a gain of $ 233,205 as a result of a final settlement in addition to reclassifying certain accounts payable related to the leases to legal settlements.

As of June 30, 2024, the Company has total legal settlement agreements in the amount of $ 2,452,768 which is recorded as Legal Settlements in the accompanying balance sheet.

During the nine months ended September 30, 2024, the Company recorded a gain of $ 869,690 as a result of a final settlement in addition to reclassifying certain accounts payable related to the leases to legal settlements.

As of September 30, 2024, the Company has total legal settlement agreements in the amount of $ 2,452,768 which is recorded as Legal Settlements in the accompanying balance sheet.

SBA Loan Payable

9 unchanged sentences

a gain on restructure of debt in the amount of $ 40,622 was recorded on this transaction during the year ended December 31, 2023, and the balance of the loan was recorded at the amount of $ 433,343 representing the net cash flows discounted at 1 %.

During the six months ended June 30, 2024, the Company made principal payments of $ 13,485 on this loan and recorded interest in the amount of $ 2,087 .

During the nine months ended September 30, 2024, the Company made principal payments of $ 20,241 on this loan and recorded interest in the amount of $ 3,116 .

Notes Payable

The following table summarizes the outstanding notes payable as of June 30, 2024, and December 31, 2023, respectively:

June 30, 2024

The following table summarizes the outstanding notes payable as of September 30, 2024, and December 31, 2023, respectively:

September 30, 2024

December 31, 2023

9 unchanged sentences

Mercer Note 3

Notes Payable

Cavalry Note 4

Mercer Note 4

Total Notes Payable

Current Portion

11 unchanged sentences

At December 31, 2023, principal and interest in the amount of $ 431,666 and $ 88,909 , respectively, were due on the Kishon Note.

At June 30, 2024, principal and interest in the amount of $ 431,666 and $ 127,653 , respectively, were due on the Kishon Note.

This note was in default at June 30, 2024.

At September 30, 2024, principal and interest in the amount of $ 431,666 and $ 147,238 , respectively, were due on the Kishon Note.

This note was in default at September 30, 2024.

Finnegan Note 1

13 unchanged sentences

Principal and accrued interest in the amount of $ 51,765 and $ 11,889 , respectively, were due on this note at December 31, 2023.

At June 30, 2024, principal and interest in the amount of $ 51,765 and $ 16,142 , respectively, were due on the Kishon Note.

This note was in default at June 30, 2024.

At September 30, 2024, principal and interest in the amount of $ 51,765 and $ 18,372 , respectively, were due on the Kishon Note.

This note was in default at September 30, 2024.

Finnegan Note 2

13 unchanged sentences

At December 31, 2023principal and accrued interest in the amount of $ 32,353 and $ 7,341 , respectively, were due on this note.

At June 30, 2024, principal and interest in the amount of $ 32,353 and $ 9,999 , respectively, were due on the Kishon Note.

This note was in default at June 30, 2024.

At September 30, 2024, principal and interest in the amount of $ 32,353 and $ 11,352 , respectively, were due on the Kishon Note.

This note was in default at September 30, 2024.

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

11 unchanged sentences

At December 31, 2023, principal and accrued interest in the amount of $ 25,882 and $ 5,383 , respectively, were due on this note.

At June 30, 2024, principal and accrued interest in the amount of $ 25,882 and $ 7,510 , respectively, were due on this note.

This note was in default at June 30, 2024.

At September 30, 2024, principal and accrued interest in the amount of $ 25,882 and $ 8,578 , respectively, were due on this note.

This note was in default at September 30, 2024.

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

13 unchanged sentences

At December 31, 2023, principal and accrued interest in the amount of $ 64,705 and $ 13,685 , respectively, were due on this note.

At June 30, 2024, principal and accrued interest in the amount of $ 64,705 and $ 19,001 , respectively, were due on this note.

This note was in default at June 30, 2024.

During the nine months ended September 30, 2024, the Company entered into a settlement agreement with the lender to settle the note and all accrued interest in full in exchange for 22,565 shares of common stock.

The Company recorded the shares at the closing price on the date of issuance, which resulted in a gain on the transaction of $ 80,282 .

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

12 unchanged sentences

At December 31, 2023, principal and accrued interest in the amount of $ 64,705 and $ 12,989 , respectively, were due on this note.

At June 30, 2024, principal and accrued interest in the amount of $ 64,705 and $ 18,305 , respectively, were due on this note This note was in default at June 30, 2024.

The Company recorded the shares at the closing price on the date of issuance, which resulted in a gain on the transaction of $ 75,613 .

Finnegan Note 3

8 unchanged sentences

At December 31, 2023, principal and accrued interest in the amount of $ 32,353 and $ 6,350 , respectively, were due on this note.

At June 30, 2024, principal and accrued interest in the amount of $ 32,353 and $ 9,008 , respectively, were due on this note.

This note was in default at June 30, 2024.

At September 30, 2024, principal and accrued interest in the amount of $ 32,353 and $ 10,361 , respectively, were due on this note.

This note was in default at September 30, 2024.

Lightmas Note

13 unchanged sentences

At December 31, 2023, principal and accrued interest in the amount of $ 66,000 and $ 13,325 , respectively, were due on this note.

At June 30, 2024, principal and accrued interest in the amount of $ 66,000 and $ 18,748 , respectively, were due on this note.

This note was in default at June 30, 2024.

The Company recorded the shares at the closing price on the date of issuance, which resulted in a gain on the transaction of $ 81,301 .

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

12 unchanged sentences

At December 31, 2023, principal and accrued interest in the amount of $ 33,000 and $ 6,663 , respectively, were due on this note.

At June 30, 2024, principal and accrued interest in the amount of $ 33,000 and $ 9,374 , respectively, were due on this note.

This note was in default at June 30, 2024.

The Company recorded the shares at the closing price on the date of issuance, which resulted in a gain on the transaction of $ 40,385 .

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

12 unchanged sentences

At December 31, 2023, principal and accrued interest in the amount of $ 33,000 and $ 6,663 , respectively, were due on this note.

At June 30, 2024, principal and accrued interest in the amount of $ 33,000 and $ 9,374 , respectively, were due on this note.

This note was in default at June 30, 2024.

The Company recorded the shares at the closing price on the date of issuance, which resulted in a gain on the transaction of $ 40,385 .

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

12 unchanged sentences

At December 31, 2023, principal and accrued interest in the amount of $ 110,000 and $ 21,793 , respectively, were due on this note.

At June 30, 2024, principal and accrued interest in the amount of $ 110,000 and $ 30,831 , respectively, were due on this note.

This note was in default at June 30, 2024.

The Company recorded the shares at the closing price on the date of issuance, which resulted in a gain on the transaction of $ 135,114 .

Cavalry 2024 Note 1

2 unchanged sentences

Following an event of default as defined in the Cavalry 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 12 %.

At June 30, 2024, principal and accrued interest in the amount of $ 25,000 and $ 1,587 , respectively, were due on this note.

At September 30, 2024, principal and accrued interest in the amount of $ 25,000 and $ 1,843 , respectively, were due on this note.

Cavalry 2024 Note 2

2 unchanged sentences

Following an event of default as defined in the Cavalry 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 12 %.

At June 30, 2024, principal and accrued interest in the amount of $ 50,000 and $ 2,688 , respectively, were due on this note.

At September 30, 2024, principal and accrued interest in the amount of $ 50,000 and $ 3,200 , respectively, were due on this note.

Cavalry 2024 Note 3

2 unchanged sentences

Following an event of default as defined in the Cavalry 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 12 %.

At June 30, 2024, principal and accrued interest in the amount of $ 50,000 and $ 434 , respectively, were due on this note.

At September 30, 2024, principal and accrued interest in the amount of $ 33,000 and $ 1,266 , respectively, were due on this note.

Cavalry 2024 Note 4

On July 19, 2024, the Company issued a 10% Promissory Note in the principal amount of $ 25,000 to Cavalry, (the “Cavalry Note 4”) with a due date of July 19, 2025 .

The Cavalry Note 4 bears interest at the rate of 10 % per annum which will accrue monthly.

Following an event of default as defined in the Cavalry 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 12 %.

At September 30, 2024, principal and accrued interest in the amount of $ 25,000 and $ 500 , respectively, were due on this note.

Mercer 2024 Note 1

2 unchanged sentences

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 12 %.

At June 30, 2024, principal and accrued interest in the amount of $ 25,000 and $ 1,587 , respectively, were due on this note.

At September 30, 2024, principal and accrued interest in the amount of $ 25,000 and $ 1,843 , respectively, were due on this note.

Mercer 2024 Note 2

2 unchanged sentences

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 12 %.

At June 30, 2024, principal and accrued interest in the amount of $ 50,000 and $ 2,675 , respectively, were due on this note.

At September 30, 2024, principal and accrued interest in the amount of $ 50,000 and $ 3,187 , respectively, were due on this note.

Mercer 2024 Note 3

2 unchanged sentences

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 12 %.

At June 30, 2024, principal and accrued interest in the amount of $ 50,000 and $ 416 , respectively, were due on this note.

At September 30, 2024, principal and accrued interest in the amount of $ 33,000 and $ 1,248 , respectively, were due on this note.

Mercer 2024 Note 4

On July 19, 2024, the Company issued a 10% Promissory Note in the principal amount of $ 25,000 to Mercer, (the “Mercer Note 4”) with a due date of July 19, 2025 .

The Mercer Note 4 bears interest at the rate of 10 % per annum which will accrue monthly.

Following an event of default as defined in the Mercer 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 12 %.

At September 30, 2024, principal and accrued interest in the amount of $ 25,000 and $ 500 , respectively, were due on this note.

Mercer 2024 Note 5

On September 6, 2024, the Company issued a 10% Promissory Note in the principal amount of $ 25,000 to Mercer, (the “Mercer Note 5”) with a due date of September 6, 2025 .

The Mercer Note 5 bears interest at the rate of 10 % per annum which will accrue monthly.

Following an event of default as defined in the Mercer 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 12 %.

At September 30, 2024, principal and accrued interest in the amount of $ 25,000 and $ 164 , respectively, were due on this note.

AJB 2024 Note 1

2 unchanged sentences

Following an event of default as defined in the AJB 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 12 %.

At June 30, 2024, principal and accrued interest in the amount of $ 50,000 and $ 2,605 , respectively, were due on this note.

At September 30, 2024, principal and accrued interest in the amount of $ 50,000 and $ 3,117 , respectively, were due on this note.

AJB 2024 Note 2

2 unchanged sentences

Following an event of default as defined in the AJB 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 12 %.

At June 30, 2024, principal and accrued interest in the amount of $ 50,000 and $ 416 , respectively, were due on this note.

Aggregate interest expense on the above notes payable was $ 108,227 for the six months ended June 30, 2024.

Accrued interest on notes payable was $ 449,455 and $ 348,821 at June 30, 2024, and December 31, 2023, respectively.

At September 30, 2024, principal and accrued interest in the amount of $ 50,000 and $ 1,248 , respectively, were due on this note.

AJB 2024 Note 3

On July 19, 2024, the Company issued a 10% Promissory Note in the principal amount of $ 50,000 to AJB, (the “AJB Note 3”) with a due date of July 19, 2025 .

The AJB Note 3 bears interest at the rate of 10 % per annum which will accrue monthly.

Following an event of default as defined in the AJB 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 12 %.

At September 30, 2024, principal and accrued interest in the amount of $ 50,000 and $ 500 , respectively, were due on this note.

AJB 2024 Note 4

On September 6, 2024, the Company issued a 10% Promissory Note in the principal amount of $ 50,000 to AJB, (the “AJB Note 4”) with a due date of September 6, 2025 .

The AJB Note 3 bears interest at the rate of 10 % per annum which will accrue monthly.

At September 30, 2024, principal and accrued interest in the amount of $ 50,000 and $ 164 , respectively, were due on this note.

Aggregate interest expense on the above notes payable was $ 140,643 for the nine months ended September 30, 2024.

Accrued interest on notes payable was $ 214,681 and $ 348,821 at September 30, 2024, and December 31, 2023, respectively.

Notes Payable – Related Parties

The following table summarizes the outstanding related party notes payable as of June 30, 2024, and December 31, 2023, respectively.

The following table summarizes the outstanding related party notes payable as of September 30, 2024, and December 31, 2023, respectively.

September 30,

M Diamond Note

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At December 31, 2023, principal and accrued interest in the amount of $ 64,706 and $ 14,682 , respectively, were due on this note.

At June 30, 2024, principal and accrued interest in the amount of $ 64,706 and $ 17,636 , respectively, were due on this note.

This note was in default at June 30, 2024.

At September 30, 2024, principal and accrued interest in the amount of $ 64,706 and $ 19,119 , respectively, were due on this note.

This note was in default at September 30, 2024.

Dobbertin Note

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At December 31, 2023, principal and accrued interest in the amount of $ 19,412 and $ 4,405 , respectively, were due on this note.

At June 30, 2024, principal and accrued interest in the amount of $ 19,412 and $ 5,989 , respectively, were due on this note.

This note was in default at June 30, 2024.

At September 30, 2024, principal and accrued interest in the amount of $ 19,412 and $ 6,790 , respectively, were due on this note.

This note was in default at September 30, 2024.

Lindstrom Note

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At December 31, 2023, principal and accrued interest in the amount of $ 45,294 and $ 10,277 , respectively, were due on this note.

At June 30, 2024, principal and accrued interest in the amount of $ 45,294 and $ 13,973 , respectively, were due on this note.

This note was in default at June 30, 2024.

At September 30, 2024, principal and accrued interest in the amount of $ 45,294 and $ 15,841 , respectively, were due on this note.

This note was in default at September 30, 2024.

Mitchell Note

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At December 31, 2023, principal and accrued interest in the amount of $ 78,100 and $ 15,768 , respectively, were due on this note.

At June 30, 2024, principal and accrued interest in the amount of $ 78,100 and $ 22,185 , respectively, were due on this note.

This note was in default at June 30, 2024.

The amount was recorded as a contribution to capital as this is a related party note.

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

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At December 31, 2023, principal and accrued interest in the amount of $ 55,000 and $ 10,757 , respectively, were due on this note.

At June 30, 2024, principal and accrued interest in the amount of $ 55,000 and $ 15,276 , respectively, were due on this note.

This note was in default at June 30, 2024.

The amount was recorded as a contribution to capital as this is a related party note.

November 29, 2022, Notes

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Each of the noteholders converted an equity investment incentive in the amount of $ 13,553 representing 65% of the total amount due under the November 29 Note , along with original principal of $ 18,750 and accrued interest of $ 2,101 (a total of $ 34,404 ) into 34 shares of the Company’s Series F Preferred Stock.

Other than the equity investment incentives of $ 13,553 , there was no gain or loss recognized on this transaction as the Series F Preferred Stock was issued at its face value of $1,000 per share.

Other than the equity investment incentives, there was no gain or loss recognized on this transaction as the Series F Preferred Stock was issued at its face value of $1,000 per share.

In each case at the time of the issuance of the Series F Preferred shares there were also certain notes, accrued fees, accrued salaries or other amounts included in the total renumeration before the conversion into the Series F Preferred shares.

On September 29, 2023, one of the November 29 Lenders, Sheila Schweitzer, converted her November 29 Note into shares of the Company’s restricted common stock as follows:

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At December 31, 2023, there was principal and interest in the aggregate amount of $ 37,500 and $ 5,903 , respectively, due on the two November 29 Notes that are still outstanding.

At June 30, 2024, there was principal and interest in the aggregate amount of $ 37,500 and $ 7,785 , respectively, due on the two November 29 Notes that are still outstanding.

Aggregate interest expense as described on the above notes payable – related parties was $ 15,546 for the six months ended June 30, 2024.

Accrued interest on notes payable – related parties were $ 82,845 and $ 61,792 at June 30, 2024, and December 31, 2023, respectively.

At September 30, 2024, there was principal and interest in the aggregate amount of $ 37,500 and $ 8,731 , respectively, due on the two November 29 Notes that are still outstanding.

Aggregate interest expense as described on the above notes payable – related parties was $ 31,639 for the nine months ended September 30, 2024.

Accrued interest on notes payable – related parties were $ 50,481 and $ 61,792 at September 30, 2024, and December 31, 2023, respectively.

Derivative Liabilities

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The derivative components of these notes are valued at issuance, at conversion, at restructuring, and at each period end.

Derivative liability activity for the six months ended June 30, 2024, is summarized in the table below:

Derivative liability activity for the nine months ended September 30, 2024, is summarized in the table below:

December 31, 2023

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Loss on revaluation

June 30, 2024

September 30, 2024

The Company uses a Monte Carlo model to value certain features of its notes payable that create derivative liabilities.

The following tables summarize the assumptions for the valuations:

September 30,

475.7 % 475.7 %

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The Company has authorized 500,000,000 shares of common stock, par value $ 0.01 ;

5,958,582 were issued and outstanding at June 30, 2024.

During the six months ended June 30, 2024, the Company issued 90,625 shares of common stock for dividends payable on its Series X Preferred Stock as discussed in further detail below.

8,508,756 were issued and outstanding at September 30, 2024.

During the nine months ended September 30, 2024, the Company issued 116,198 shares of common stock for dividends payable on its Series X Preferred Stock as discussed in further detail below.

The price per share used in determining the number of shares issued was $ .80 , and not the lower price that is called for in the certificate of designation.

During the six months ended June 30, 2024, the Company issued 300,000 shares of common stock in aggregate to its advisory board consisting of four (4) individuals, with 75,000 shares issued to each.

During the nine months ended September 30, 2024, the Company issued 300,000 shares of common stock in aggregate to its advisory board consisting of four (4) individuals, with 75,000 shares issued to each.

The Company recorded a compensation expense of $ 102,500 based on the closing stock price on the date of issuance.

During the nine months ended September 30, 2024, the Company issued 300,000 shares of common stock in aggregate to its board of directors consisting of three (3) individuals, with 100,000 shares issued to each.

The Company recorded a compensation expense of $ 75,000 based on the closing stock price on the date of issuance.

During the nine months ended September 30, 2024, the Company issued 231,886 shares of common stock for the settlement of outstanding payables with unrelated third parties.

The Company valued the shares based on the closing stock price on the date of issuance and recorded a gain on settlement of $ 933,970 .

During the nine months ended September 30, 2024, the Company issued 145,493 shares of common stock for the settlement of outstanding notes payables and accrued interest with unrelated third parties.

The Company valued the shares based on the closing stock price on the date of issuance and recorded a gain on settlement of $ 453,079 .

During the nine months ended September 30, 2024, the Company issued 45,092 shares of common stock for the settlement of outstanding notes payables and accrued interest with related parties.

The Company recorded the settlement as contributions of capital and no gain or loss was recorded.

During the nine months ended September 30, 2024, the Company issued 1,602,130 shares of common stock for the conversion of Series D, Series F, and Series X preferred shares along with associated accrued dividends.

The Company recorded the settlement as contributions of capital and no gain or loss was recorded.

Preferred Stock

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The Series A Preferred Stock has a par value of $ 0.01 per share, no stated maturity, a liquidation preference of $ 25.00 per share and accrued dividends at the rate of 12 % on $ 25.00 per share.

The Company had no shares of Series A Preferred Stock outstanding at June 30, 2024.

The Company had no shares of Series A Preferred Stock outstanding at September 30, 2024.

Series C Preferred Stock

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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.

The Company had no shares of Series C Preferred Stock outstanding at June 30, 2024.

The Company had no shares of Series C Preferred Stock outstanding at September 30, 2024.

Series D Preferred Stock

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Each holder of our Series D 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 D preferred Stock held by such holder.

The Company had 250,000 shares of Series D Preferred Stock outstanding at June 30, 2024.

The Company accrued dividends in the amount of $ 7,855 on the Series D Preferred Stock for the six months ended June 30, 2024.

As of June 30, 2024, the Company had $ 41,654 in accrued dividends on the Series D Preferred Stock.

The Company had 150,000 shares of Series D Preferred Stock outstanding at September 30, 2024.

During the nine months ended September 30, 2024, a holder of 100,000 shares of Series D preferred shares along with $ 18,175 of accrued dividends agreed to convert the shares into 30,802 common shares at a conversion rate of $ 4 per common share.

The Company recorded the settlement as contributions of capital and no gain or loss was recorded.

The Company accrued dividends in the amount of $ 11,738 on the Series D Preferred Stock for the nine months ended September 30, 2024.

As of September 30, 2024, the Company had $ 27,362 in accrued dividends on the Series D Preferred Stock.

Series E Preferred Stock

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Each share of Series E Preferred Stock shall have a par value of $ 0.01 .

There are no shares of Series E Preferred Stock outstanding at June 30, 2024.

There are no shares of Series E Preferred Stock outstanding at September 30, 2024.

No shares of Series E Preferred Stock have ever been issued.

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The number of shares issuable upon conversion will be calculated as the liquidation preference of the Series F Preferred stock plus any accrued but unpaid dividends divided by the conversion price.

There are 20,057 shares of Series F Preferred Stock outstanding at June 30, 2024

There are 14,665 shares of Series F Preferred Stock outstanding at September 30, 2024.

On May 17, 2024, the holders of approximately 54.90% of the Series F Preferred shares, having met in person on May 8, 2024, have granted consent to the following modification to the terms of the Series F Preferred, effective May 15, 2024 all dividends, and any obligation to pay dividends shall cease.

Any dividends accrued until May 15, 2024, shall be issued as noted in the original certificate of designation.

The Company accrued dividends in the amount of $ 941,713 on the Series F Preferred Stock for the six months ended June 30, 2024.

As of June 30, 2024, the Company had $ 2,497,786 in accrued dividends on the Series F Preferred Stock.

During the nine months ended September 30, 2024, holders of 5,392 shares of Series F preferred shares along with $ 630,502 of accrued dividends agreed to convert the shares into 1,515,065 common shares at a conversion rate of $ 4 per common share.

The Company recorded the settlement as contributions of capital and no gain or loss was recorded.

The Company accrued dividends in the amount of $ 941,713 on the Series F Preferred Stock for the nine months ended September 30, 2024.

As of September 30, 2024, the Company had $ 1,668,458 in accrued dividends on the Series F Preferred Stock.

Series X Preferred Stock

The Company has 31,427 and 24,227 shares of its 10% Series X Cumulative Redeemable Perpetual Preferred Stock (the “Series X Preferred Stock”) outstanding as of June 30, 2024 and December 31, 2023.

The Company has 24,587 and 24,227 shares of its 10% Series X Cumulative Redeemable Perpetual Preferred Stock (the “Series X Preferred Stock”) outstanding as of September 30, 2024 and December 31, 2023.

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;

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Beginning in July 2023 the Company elected to use a price per share of $ .80 , a 20 % discount to the average price of its common stock of $ 1.00 , before the trading of its common stock was moved to the OTC Expert Market system.

This policy has continued through June 30, 2024.

This policy has continued through September 30, 2024.

Each one share of the Series X Preferred Stock is entitled to 400 votes on all matters submitted to a vote of our shareholders.

During the six months ended June 30, 2024, the Company issued 7,200 shares of Series X Preferred Stock to the officers and directors of the compensation in lieu of services in the amount of $ 180,000 in aggregate, or $ 60,000 for each of the three (3) directors.

On February 9, 2024, the Company issued 41,057 shares of common stock for dividends payable on its Series X Preferred Stock for the period from July 2023 through December 31, 2023, using the $ .80 price per share as noted above.

On March 20, 2024, the Company issued a total of 25,013 shares of restricted common stock for the payment of dividends due for its Series X Preferred stock during the first quarter of 2024 using the $ .80 price per share as noted above.

On June 27, 2024, the Company issued a total of 24,555 shares of restricted common stock for the payment of dividends due for its Series X Preferred stock during the second quarter of 2024 using the $ .80 price per share as noted above.

The Company accrued dividends in the amount of $ 45,886 on the Series X Preferred Stock for the six months ended June 30, 2024.

As of June 30, 2024, the Company had $ 0 in accrued dividends on the Series X Preferred Stock.

During the nine months ended September 30, 2024, the Company issued 7,200 shares of Series X Preferred Stock to the officers and directors of the compensation in lieu of services in the amount of $ 180,000 in aggregate, or $ 60,000 for each of the three (3) directors.

During the nine months ended September 30, 2024, the Company issued 116,198 shares of restricted common stock for the payment of dividends due for its Series X Preferred stock during the second quarter of 2024 using the $ .80 price per share as noted above.

During the nine months ended September 30, 2024, holders of 6,840 shares of Series X preferred shares agreed to convert the shares into 56,263 common shares at a conversion rate of $ 4 per common share.

The Company recorded the settlement as contributions of capital and no gain or loss was recorded.

The Company accrued dividends in the amount of $ 58,926 on the Series X Preferred Stock for the nine months ended September 30, 2024.

As of September 30, 2024, the Company had $ 0 in accrued dividends on the Series X Preferred Stock.

Stock Options

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https://www.sec.gov/Archives/edgar/data/802257/000118518521000098/ex_221520.htm

The following table summarizes the options outstanding at June 30, 2024, and the related prices for the options to purchase shares of the Company’s common stock:

The following table summarizes the options outstanding at September 30, 2024, and the related prices for the options to purchase shares of the Company’s common stock:

$ 1.50 13,667 5.54 $ 1.50 13,667 $ 1.50

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Cancelled/Expired

Outstanding at June 30, 2024

Outstanding at September 30, 2024

Options vested and exercisable

At June 30, 2024, the total stock-based compensation cost related to unvested awards not yet recognized was $ 0 .

At June 30, 2024, there was no intrinsic value on the issued or vested options.

The following table summarizes the warrants outstanding on June 30, 2024, and the related prices for the warrants to purchase shares of the Company’s common stock:

At September 30, 2024, the total stock-based compensation cost related to unvested awards not yet recognized was $ 0 .

At September 30, 2024, there was no intrinsic value on the issued or vested options.

The Company has announced that it intends to cancel all outstanding warrants, and certain language to complete this has been added to all documents related to the conversion of outstanding debts, notes, accounts payable and other senior securities.

The following table summarizes the warrants outstanding on September 30, 2024, and the related prices for the warrants to purchase shares of the Company’s common stock:

$ 2.50 874 3.56 $ 2.5 874 $ 2.5

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Outstanding at December 31, 2023

Outstanding at June 30, 2024

At June 30, 2024, there was no intrinsic value on the issued or vested options.

Outstanding at September 30, 2024

At September 30, 2024, there was no intrinsic value on the issued or vested options.

Fair Value of Financial Instruments

The following summarizes the Company’s derivative financial liabilities that are recorded at fair value on a recurring basis at June 30, 2024, and December 31, 2023.

June 30, 2024

The following summarizes the Company’s derivative financial liabilities that are recorded at fair value on a recurring basis at September 30, 2024, and December 31, 2023.

September 30, 2024

Derivative liabilities

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Derivative liabilities

Deferred income taxes result from the temporary differences primarily attributable to amortization of intangible assets and debt discount and an accumulation of net operating loss carryforwards for income tax purposes with a valuation allowance against the carryforwards for book purposes.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Included in deferred tax assets are Federal and State net operating loss carryforwards of approximately $ 63.9 million and $ 14.1 million, respectively, which will expire through 2040.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.

Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.

Due to significant changes in the Company’s ownership, the Company’s future use of its existing net operating losses may be limited.

For the nine months ended September 30, 2024, the expected tax expense (benefit) based on the U.

federal statutory rate is reconciled with the actual tax provision (benefit) as follows:

Expected tax at statutory rates

Permanent Differences

State Income Tax, Net of Federal benefit

Current Year Change in Valuation Allowance

Prior Year True-Ups

Income tax expense

Deferred income taxes reflect the tax impact of temporary differences between the amounts of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws and regulations.

Deferred income taxes include the net tax effects of net operating loss (NOL) carryforwards and the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

As of September 30, 2024 and December 31, 2023 significant components of the Company’s deferred tax assets are as follows :

September 30, 2024

December 31, 2023

Deferred Tax Assets (Liabilities):

Accrued payroll

ASC842-ROU Asset

ASC842-ROU (Liability)

Loss from derivatives

Waiver and commitment fee shares

Stock based compensation

Net operating loss

Net deferred tax assets (liabilities)

Valuation allowance

Net deferred tax assets (liabilities)

Commitments and Contingencies

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Subsequent Events

On July 18, 2024, in one case, and July 19, 2024, for the other two cases, the Company entered into a lending agreement with each of three (3) of its historical institutional investors, Cavalry Fund, AJB and Mercer Street Capital (“the Lenders”).

The notes provide $ 25,000 of proceeds each, are for a 12 -month period, and earn interest at ten percent ( 10 %) per year.

On July 29, 2024, the Board of Directors approved a consulting agreement which was effective July 8, 2024, with Brian Valania, to manage sales and marketing for the Centcore, LLC business unit.

Valania replaces Ms.

Betsy Berlin who was engaged in May 2024 and terminated by mutual consent in June 2024, with a total cost of $ 10,000 .

His compensation includes a monthly fee of $ 11,250 , and additional compensation to be determined based on the achievement of certain business goals of up to $ 135,000 per year.

He was also issued 200,000 shares of restricted common stock of which 100,000 is considered immediately earned, 50,000 are considered earned as of December 31, 2024, and the final 50,000 are considered earned as of June 30, 2024 .

His continued employment is among the conditions for earning the shares discussed herein.

The Company will realize a charge of $ 50,000 in the 3 rd quarter of 2024 for this issuance, which was expensed at $ .25 per share.

On July 29, 2024, the Company issued 100,000 of restricted common stock to each of its three (3) directors in consideration of their contribution to operations beyond the scope of their responsibilities on the Board.

The issuance of 300,000 shares in aggregate will result in a charge during the 3 rd quarter of 2024 of $ 75,000 in total, using a valuation of $ .25 per share.

Additional conversion of debt and senior securities

During the Q4 period of FY2024 the Company continued its restructuring efforts and has now completed the conversion of an additional $ 1,211,009 of its debts, notes and accounts payable into common stock at a price per share of $ 4.00 subsequent to September 30, 2024.

These conversions resulted in the issuance of 260,095 shares of restricted common stock as of November 13, 2024.

It is also in the process of eliminating its Series D and Series F Preferred shares held by certain of its accredited institutional investors through an exchange into a newly created Series A Amortizing Convertible Preferred stock.

It expects to continue this effort through the remainder of the Q4 period of FY2024.

Further details about the restructuring can be found in its Form 8k filing of October 24, 2024 at :

https://www.sec.gov/ix?doc=/Archives/edgar/data/0000802257/000118518524001041/mitesco20241024_8k.htm .

Director Compensation

On November 13, 2024 the Board of Directors approved the issuance of 150,000 shares of restricted stock to each of the Directors for services provided through December 31, 2024, 450,000 shares in aggregate.

Each of the two (2) disinterested Directors approved the issuances for the benefit of the other Director.

The price per share at the time of the issuance was $ .34 per share, and as such the charge to earnings for the issuance was $ 51,000 for each Director, or $153,000 in aggregate.

This charge will be reflected in the Q4 period of FY2024.

Advisory Board Compensation

The Company appointed two (2) new members to its Advisory Board in October 2024.

Each of the new members of the Advisory Board has been issued 75,000 shares of restricted common stock in consideration of their contributions for a 12-month term for an aggregate total shares of common stock of 150,000 .

The closing price per share at the time of the issuances was $ 0.55 , resulting in a charge of $ 82,500 , in aggregate This charge will be reflected in the Q4 period of FY2024.

Series X Preferred Stock Dividend Issuance

The Company issued 4,417 shares of restricted common stock in consideration of dividend payments for October 2024.

The closing price per share as of the 15 th of October, the prescribed date for the payment of Series X Preferred stock dividends was $ .57 per share.

Each of the Directors holds a certain number of Series X Preferred shares as noted below.

Further, as of November 16, 2024 it has issued a total of 7,463 shares of restricted common stock in consideration of the payment of the Series X dividends for the November 2024 period based on a closing price of $ .55 on November 15, 2024.

Change in voting control

Subsequent to September 30, 2024, two additional holders of the Company’s Series X Preferred stock have opted to exchange 4,884 shares for 30,525 shares common stock in the restructuring note above.

As a result, the number of Series X Preferred stockholders has been reduced to four (4), as shown in the table below.

The shares were exchanged based on the face value of $25 per share, and the price per share for the common stock issued in the exchange was $4.00.

NUMBER OF SERIES X PREFERRED SHARES

VOTES AT 400 EACH

ADD COMMON SHARES OWNED

% OF TOTAL SHARE VOTES

JORDAN BALENCIC

JOHN MITCHELL

ANGLO IRISH MANAGEMENT LLC

MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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We have retained proven professionals in the data center, cyber security and infrastructure services areas to support our needs on a per hour basis, which we believe will allow us to control our costs relative to business activity, without significant staffing internally.

The Vero Technology Ventures arm is actively reviewing potential early-stage cloud computing solution vendors and is developing its own artificial intelligence (A.I.) based application set.

The new ‘Robo’ application utilizes A.I.

to promote more efficient sales and marketing within certain markets, and with highly targeted market research.

Advisory Board Expansion

The current board comprises individuals with specific expertise to assist Mitesco in finding and evaluating qualified companies and businesses for integration into the public holding company.

The Advisory Board is a non-executive board, and its participants shall not be subject to any of the regulations under Section 16 of the Securities Act.

Each member of the Advisory Board has been issued 75,000 shares of restricted common stock in consideration of their contributions for a 12-month term.

The latest appointments to the Advisory Board are executives whose careers have focused on data center business development and data center systems software, as noted here:

Gabriel Crawford has over 20 years’ experience in data center development from site selection, design/ build/ engineering services, and, most recently, hyperscale and AI co-location leasing.

Most recently, Mr.

Crawford was at Dallas-based Center Square DC, which specializes in delivering a comprehensive suite of colocation and data center services with more than 50 data centers owned and operated.

Prior to that engagement, he was with Chirisa Investments creating long-term value for customers in digital infrastructure, communications and real estate.

While at Digital Fortress, a privately-held data center co-location company based in Seattle, Washington, he managed more than 1,500 clients who entrusted their applications and servers to their mission-critical facilities and network with data centers in Seattle, WA, Tukwila, WA, Lynwood, WA, Denver, CO and Chicago, IL.

Earlier in his career, Mr.

Crawford held positions at both early stage and mature data center operators, in addition to offering consulting services.

His educational background includes a bachelor’s degree from the University of Maine.

He is based in Vero Beach, Florida.

Jim Clifton is a senior sales and marketing executive focused on systems software, data analytics and innovative implementation to improve productivity across corporations and workforces worldwide.

Most recently, Mr.

Clifton drove sales at Alteryx, an intuitive, code-free platform for data preparation, blending, analytics, and automation.

Prior to that he was with VMware, developing both cloud and on-prem business to expand the utilization of systems across disparate users.

While at Cumberland Group he headed a practice aimed at IoT productivity using real-time dashboards and other online tools.

At Star Mobile he focused on mobile application implementation of corporate cloud-based applications.

Other professional sales and management positions included Citrix, Symantec and Verisign, where he oversaw implementation of new technologies for key corporate clients.

Jim’s education includes a bachelor’s degree from the University of Georgia and a master’s degree from Mercer University.

He is based in St.

Simons, Georgia

Results of Operations

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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 June 30, 2024, and 2023.

We had revenues of $6,000 for the three months ended June 30, 2024, compared to $0 in the comparable period.

Comparison of the Three Months Ended September 30, 2024, and 2023.

We had revenues of $23,500 for the three months ended September 30, 2024, compared to $0 in the comparable period.

The revenues were related to our newly formed subsidiary Centcore, LLC.

Operating Expenses

Our total operating expenses for the three months ended June 30, 2024, were $345,877.

Our total operating expenses for the three months ended September 30, 2024, were $239,742.

For the comparable period in 2023, the operating expenses were $41,876.

The decrease is the result of the winding down of the Company’s clinic operations with The Good Clinic, LLC subsidiary.

The increase is the result of the Company’s focus on establishing the operations of its newly formed subsidiaries.

Other Income and Expenses

Interest expense was $67,603 for the three months ended June 30, 2024, compared to 129,436 for the three months ended June 30, 2023.

Interest expense was $50,979 for the three months ended September 30, 2024, compared to $69,776 for the three months ended September 30, 2023.

The decrease was a result of reduced debt balances in the current period.

Interest expense – related parties was $4,965 for the three months ended June 30, 2024, compared to $29,954 in the prior period.

Interest expense – related parties was $10,587 for the three months ended September 30, 2024, compared to $34,820 in the prior period.

The decrease was a result of reduced debt balances in the current period.

During the three months ended June 30, 2023, we recorded equity investment incentives of approximately $6.4 million.

There were no comparable transactions in the current period.

During the three months ended June 30, 2023, we recorded a gain on forgiveness of debt of $25,000.

There were no comparable transactions in the current period.

During the three months ended June 30, 2023, we recorded a gain on sale of assets of $20,097.

There were no comparable transactions in the current period.

During the three months ended June 30, 2023, we recorded a gain on issuance of shares to a service provider of $33,092.

There were no comparable transactions in the current period.

During the three months ended June 30, 2023, we recorded a loss on settlement of true-up obligation of $119,370.

There were no comparable transactions in the current period.

During the three months ended June 30, 2023, we recorded a loss on legal settlement of $18,759.

During the three months ended September 30, 2023, we recorded equity investment incentives of approximately $1.2 million.

There were no comparable transactions in the current period.

During the three months ended June 30, 2023, we recorded a gain on revaluation of derivative liabilities of $39,738.

During the three months ended September 30, 2024, we recorded a gain on settlement of debt of $693,768 compared to $25,000 for the three months ended September 30, 2023.

During the three months ended September 30, 2024, we recorded a gain on settlement of accounts payable of $1,024,583 compared to $159,524 for the three months ended September 30, 2023.

During the three months ended September 30, 2023, we recorded a loss on revaluation of derivative liabilities of $14,725.

There were no comparable transactions in the current period.

For the three months ended June 30, 2024, we had a net loss available to common shareholders from discontinued operations of $0, compared to a net loss available to common shareholders from discontinued operations of $373,759.

Comparison of the Six Months Ended June 30, 2024, and 2023.

We had revenues of $6,000 for the six months ended June 30, 2024, compared to $0 in the comparable period.

For the three months ended September 30, 2024, we had a net loss available to common shareholders from discontinued operations of $0, compared to a net loss available to common shareholders from discontinued operations of $376,352 for the three months ended September 30, 2023.

Comparison of the Nine Months Ended September 30, 2024, and 2023.

We had revenues of $29,500 for the nine months ended September 30, 2024, compared to $0 in the comparable period.

The revenues were related to our newly formed subsidiary Centcore, LLC.

Operating Expenses

Our total operating expenses for the six months ended June 30, 2024, were $481,353.

Our total operating expenses for the nine months ended September 30, 2024, were $721,095.

For the comparable period in 2023, the operating expenses were $2,362,056.

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Other Income and Expenses

Interest expense was $108,227 for the six months ended June 30, 2024, compared to 1,505,502 for the six months ended June 30, 2023.

Interest expense was $159,206 for the nine months ended September 30, 2024, compared to 1,575,278 for the nine months ended September 30, 2023.

The decrease was a result of reduced debt balances in the current period.

Interest expense – related parties was $15,546 for the six months ended June 30, 2024, compared to $73,523 in the prior period.

Interest expense – related parties was $26,133 for the nine months ended September 30, 2024, compared to $108,343 in the prior period.

The decrease was a result of reduced debt balances in the current period.

During the six months ended June 30, 2024, we recorded a gain on termination of operating lease of approximately $233,000.

During the nine months ended September 30, 2024, we recorded a gain on termination of operating lease of $869,690.

There were no comparable transactions in the prior period.

During the six months ended June 30, 2023, we recorded equity investment incentives of approximately $6.4 million.

There were no comparable transactions in the current period.

During the six months ended June 30, 2023, we recorded a gain on forgiveness of debt of $25,000.

There were no comparable transactions in the current period.

During the six months ended June 30, 2023, we recorded a gain on sale of assets of $20,097.

During the nine months ended September 30, 2023, we recorded equity investment incentives of approximately $7.6 million.

There were no comparable transactions in the current period.

During the six months ended June 30, 2023, we recorded a gain on issuance of shares to a service provider of $33,092.

During the nine months ended September 30, 2024, we recorded a gain on settlement of debt of $693,768 compared to $25,000 for the nine months ended September 30, 2023.

During the nine months ended September 30, 2023, we recorded a gain on sales of assets of $20,097.

There were no comparable transactions in the current period.

During the six months ended June 30, 2023, we recorded a loss on settlement of true-up obligation of $119,370.

During the nine months ended September 30, 2024, we recorded a gain on settlement of accounts payable of $1,024,583 compared to $33,092 for the nine months ended September 30, 2023.

During the nine months ended September 30, 2023, we recorded a loss on settlement of true-up obligation of $119,370.

There were no comparable transactions in the current period.

During the three months ended June 30, 2023, we recorded a loss on legal settlement of $18,759.

During the nine months ended September 30, 2023, we recorded a loss on legal settlement of $18,759.

There were no comparable transactions in the current period.

During the six months ended June 30, 2023, we recorded a loss on revaluation of derivative liabilities of $71,040.

During the nine months ended September 30, 2023, we recorded a loss on revaluation of derivative liabilities of $85,765.

There were no comparable transactions in the current period.

For the nine months ended September 30, 2024, we had a net loss available to common shareholders from discontinued operations of $0, compared to a net loss available to common shareholders from discontinued operations of $3,075,155.

Liquidity and Capital Resources

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We have financed our operations through the sale of equity securities and short-term borrowings.

As of August [ ], 2024, we had cash of approximately $[ ] compared to cash of approximately $40,000 as of June 30, 2024.

As of November 21, 2024, we had cash of approximately $114,000 compared to cash of approximately $32,000 as of September 30, 2024.

Our Company’s recurring losses from operations and negative cash flows from operations and our need to raise additional funding to finance our operations raise substantial doubt about our ability to continue as a going concern.

Net cash used in operating activities was $248,157 for the six months ended June 30, 2024.

Net cash used in operating activities was $399,775 for the nine months ended September 30, 2024.

This is the result of the winding down of the Company’s clinic operations.

Cash used in operations for the six months ended June 30, 2023, was $518,232.

The Company had no investing activities for the six months ended June 30, 2024, and 2023.

Net cash provided by financing activities for the six months ended June 30, 2024, was $285,515, compared to $738,500 for the six months ended June 30, 2023.

Cash provided by financing activities was the result of cash proceeds from notes payable, offset by the repayment of principal on the SBA loan in the amount of $7,786.

At June 30, 2024, we had the following current liabilities which are payable in cash:

Cash used in operations for the nine months ended September 30, 2023, was $845,947, of which $428,688 was related to cash used in operating activities from discontinued operations.

The Company had no investing activities for the nine months ended September 30, 2024.

During the nine months ended September 30, 2023, the Company received cash of $102,967 related to the sale of fixed assets used in discontinued operations.

Net cash provided by financing activities for the nine months ended September 30, 2024, was $428,759, compared to $733,664 for the nine months ended September 30, 2023.

Cash provided by financing activities was the result of cash proceeds from notes payable of $449,000, offset by the repayment of principal on the SBA loan in the amount of $20,241.

At September 30, 2024, we had the following current liabilities which are payable in cash:

Accounts payable and accrued liabilities of $5.7 million;

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We have agreements from three (3) of our institutional investors to provide interim funding so that the Company may stay current with its accounting and reporting requirements under the Securities Act of 1934, settle obligations from the prior healthcare clinic operations and find a new business area to engage within.

The team performing the work effort is doing so with no cash compensation, either paid or accrued.

Through June 30, 2024, the total amount loaned under 12-month, 10% interest simple notes is $300,000, with roughly $200,000 attributable to accounting and compliance, $50,000 generally related to settlements and legal related, with the remaining for general expenses including T&E and communications.

In May 2024 we reached an agreement with the holders of our Series F Preferred shares to waive all interest payments permanently beginning May 15, 2024.

Through September 30, 2024, the total amount loaned under 12-month, 10% interest simple notes are $449,000, with roughly $250,000 attributable to accounting and compliance, $50,000 generally related to settlements and legal related, with the remaining for general expenses including T&E and communications.

In May 2024 we reached an agreement with the holders of our Series F Preferred shares to wave all interest payments permanently beginning May 15, 2024.

This creates a reduction in accrued interest of over $200,000 per month.

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It is anticipated that this approach will continue indefinitely as it does not desire to create the overhead associated with a large employment force.

The following table summarizes the status of our property settlements as noted above and the total settlement amounts as of the date of the filing:

The following table summarizes the status of our property-related settlements as noted above and the total settlement amounts as of the date of the filing:

ALSO KNOWN AS:

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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