Mitesco, Inc. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-53601 MITESCO, INC. (Exact Name of Registrant as Specified in its Charter) Nevada 87-0496850 (State Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number) 505 Beachland Blvd., Suite 1377 Vero Beach , Florida 32963 (Address of principal executive offices) (Zip code) 844 - 383-8689 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered N/A N/A N/A Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large, accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large, accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes ☐ No ☒ As of May 15, 2025 the registrant had 11,307,010 shares of common stock issued and outstanding. Table of Contents Page PART I – FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Consolidated Balance Sheets as of March 31, 2025, and December 31, 2024 4 Consolidated Statements of Operations for the three months ended March 31, 2025, and 2024 5 Consolidated Stockholder’s Deficit for the three months ended March 31, 2025, and 2024 6 Consolidated Statements of Cash Flows for the three months ended March 31, 2025, and 2024 7 Notes to Consolidated Financial Statements 8 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 21 Item 3. Quantitative and Qualitative Disclosures About Market Risk. 25 Item 4. Controls and Procedures. 25 PART II – OTHER INFORMATION Item 1. Legal Proceedings. 26 Item 1A. Risk Factors. 27 Item 2. Sale of Unregistered Securities. 27 Item 3. Defaults Upon Senior Secured Securities. 27 Item 4. Mine Safety Disclosures. 27 Item 5. Other Information. 27 Item 6. Exhibits. 28 Signatures 29 Table of Contents MITESCO, INC. CONSOLIDATED BALANCE SHEETS March 31, December 31, 2025 2024 ASSETS (Unaudited) Current assets Cash and cash equivalents $ 189 $ 3,402 Accounts receivable 43,700 29,700 Prepaid expenses and other current assets 3,613 4,968 Total current assets 47,502 38,070 Intangible assets, net 142,084 151,771 Total Assets $ 189,586 $ 189,841 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities Accounts payable and accrued liabilities $ 4,335,327 $ 4,167,061 Accrued interest 389,537 374,376 Accrued interest - related parties 24,844 22,547 Derivative liabilities 323,030 4,685,675 Royalty payable 150,000 150,000 Lease liability - operating leases, current 99,477 99,477 Notes payable, net of discounts 548,137 548,137 Notes payable - related parties, net of discounts 64,044 64,044 SBA loan payable 387,961 393,761 Other current liabilities 96,136 96,136 Preferred stock dividends payable - related parties 14,827 14,439 Legal settlements 2,715,175 2,666,675 Series A preferred stock liability, current 5,873,236 5,160,815 Total current liabilities 15,021,731 18,443,143 Series A preferred stock liability, non-current 7,319,400 8,162,644 Total liabilities 22,341,131 26,605,787 Commitments and contingencies (Note 15) Stockholders’ equity (deficit) Preferred stock, $0.01 par value, 100,000,000 shares authorized; 10,000,000 shares designated Series D; 10,000 shares designated as Series E; 140,000 shares designated as Series F; and 31,427 shares designated Series X: Preferred stock, Series D, $ 0.01 par value, 25,000 shares issued and outstanding as of March 31, 2025, and December 31, 2024 250 250 Preferred stock, Series E, $ 0.01 par value, no shares issued and outstanding as of March 31, 2025, and December 31, 2024 - - Preferred stock, Series F, $ 0.01 par value, no shares issued and outstanding as of March 31, 2025, and December 31, 2024 - - Preferred stock, Series X, $ 0.01 par value, 19,703 shares issued and outstanding at March 31, 2025, and December 31, 2024 197 197 Common stock, $ 0.01 par value, 500,000,000 shares authorized, 11,157,010 and 9,762,258 shares issued and outstanding as of March 31, 2025, and December 31, 2024, respectively 111,571 97,623 Additional paid-in capital 38,141,452 37,341,335 Accumulated deficit ( 60,405,015 ) ( 63,855,351 ) Total stockholders’ equity (deficit) ( 22,151,545 ) ( 26,415,946 ) Total liabilities and stockholders’ equity (deficit) $ 189,586 $ 189,841 See accompanying notes to these unaudited consolidated financial statements . 4 Table of Contents MITESCO, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) For the Three Months Ended March 31, 2025 2024 Revenue $ 17,000 $ - Operating expenses: Cost of operations 5,282 - General and administrative 278,704 135,476 Total operating expenses 283,986 135,476 Net Operating Loss ( 266,986 ) ( 135,476 ) Other income (expense): Interest expense ( 392,049 ) ( 46,130 ) Interest expense - related parties ( 2,297 ) ( 5,075 ) Gain on settlement of operating leases - 233,205 Loss on revaluation of Series A preferred shares ( 250,977 ) - Gain on revaluation of derivative liabilities 4,362,645 - Total other income 3,717,322 182,000 Income before provision for income taxes 3,450,336 46,524 Provision for income taxes - - Net income $ 3,450,336 $ 46,524 Preferred stock dividends ( 12,314 ) ( 550,312 ) Preferred stock dividends - related parties ( 388 ) ( 88,253 ) Net income (loss) available to common shareholders $ 3,437,634 $ ( 592,041 ) Net income (loss) per share - basic $ 0.35 $ ( 0.11 ) Net loss per share - diluted $ ( 0.08 ) $ ( 0.11 ) Weighted average shares outstanding – basic 9,772,319 5,593,991 Weighted average shares outstanding – diluted 11,985,026 5,593,991 See accompanying notes to these unaudited consolidated financial statements . 5 Table of Contents MITESCO, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS ’ EQUITY (DEFICIT) FOR THE THREE MONTHS ENDED MARCH 31, 2025 and 2024 (UNAUDITED) Preferred Stock Series D Preferred Stock Series F Preferred Stock Series X Common Stock Additional Paid-in Accumulated Shares Amount Shares Amount Shares Amount Shares Amount Capital Deficit Total Balance, December 31, 2024 25,000 $ 250 - $ - 19,703 $ 197 9,762,258 $ 97,623 $ 37,341,335 $ ( 63,855,351 ) $ ( 26,415,946 ) Shares issued for Series A redemptions - - - - - - 1,366,394 13,664 794,539 - 808,203 Shares issued for Series X dividends - - - - - - 28,358 284 12,030 - 12,314 Stock-based compensation - - - - - - - - 6,250 - 6,250 Preferred stock dividends - - - - - - - - ( 12,702 ) - ( 12,702 ) Net income - - - - - - - - - 3,450,336 3,450,336 Balance, March 31, 2025 25,000 $ 250 - $ - 19,703 $ 197 11,157,010 $ 111,571 $ 38,141,452 $ ( 60,405,015 ) $ ( 22,151,545 ) Balance, December 31, 2023 250,000 $ 2,500 20,057 $ 201 24,227 $ 242 5,567,957 $ 55,680 $ 47,856,444 $ ( 62,046,824 ) $ ( 14,131,757 ) Shares issued for Series X dividends - - - - - - 66,070 661 52,195 - 52,856 Preferred stock dividends - - - - - - - - ( 638,565 ) - ( 638,565 ) Net income - - - - - - - - - 46,524 46,524 Balance, March 31, 2024 250,000 $ 2,500 20,057 $ 201 24,227 $ 242 5,634,027 $ 56,341 $ 47,270,074 $ ( 62,000,300 ) $ ( 14,670,942 ) See accompanying notes to these unaudited consolidated financial statements. 6 Table of Contents MITESCO, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Three Months Ended March 31, 2025 March 31, 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 3,450,336 $ 46,524 Adjustments to reconcile net income to net cash used in operating activities: Amortization of intangible assets 9,687 - Stock-based compensation 6,250 - Accretion of Series A preferred recorded as interest expense 326,403 - Loss on revaluation of Series A preferred 250,977 - Gain on lease terminations - ( 233,205 ) Gain on revaluation of derivative liabilities ( 4,362,645 ) - Changes in operating assets and liabilities: Accounts receivable ( 14,000 ) - Prepaid expenses 1,355 ( 15,000 ) Accounts payable and accrued liabilities 216,766 21,209 Other current liabilities - ( 25,000 ) Accrued interest 15,161 40,623 Accrued interest - related parties 2,297 10,582 Net cash used in operating activities ( 97,413 ) ( 154,267 ) CASH FLOWS FROM FINANCING ACTIVITIES: Principal payments on SBA Loan ( 5,800 ) ( 7,786 ) Proceeds from sale of Series A preferred stock 100,000 - Proceeds from notes payable - 200,000 Net cash provided by financing activities 94,200 192,214 Net change in cash ( 3,213 ) 37,947 Cash at beginning of period 3,402 2,838 Cash at end of period $ 189 $ 40,785 Supplemental disclosure of cash flow information: Cash paid for interest $ 4,128 $ - Cash paid for taxes $ - $ - Supplemental disclosure of financing cash flow information: Preferred stock dividends $ 12,702 $ 638,565 Shares issued for Series X dividends $ 12,314 $ 52,856 Shares issued for redemption of Series A preferred stock $ 808,203 $ - See accompanying notes to these unaudited consolidated financial statements. 7 Table of Contents MITESCO, INC. UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2025 Note 1: Description of Business Company Overview Mitesco, Inc. (the “Company,” “we,” “us,” or “our”) was formed in the state of Delaware on January 18, 2012. 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 shut down our former business line. On April 24, 2020, we changed our name to Mitesco, Inc. In October 2023, the Company changed its domicile from Delaware to Nevada in order to effect reduced costs. We are a holding company seeking to provide products, services and technology. In June 2024 we announced the formation of two (2) new wholly owned business units, Centcore, LLC (“Centcore”) that is providing datacenter services including cloud computing and application hosting, and Vero Technology Ventures, LLC (“VTV”), whose aim is to seek investment and acquisition opportunities, generally in the areas of cloud computing and datacenter related applications. Centcore has two (2) areas of focus. The first, generic datacenter services, is aimed at hosting applications for a specific user, sometimes referred to as “managed services offerings” or MSO, where the client moves the software licensed from various vendors, or internally developed, into our datacenter where we maintain the computing, communications and backup environment. We currently offer services through a “co-location” agreement with a datacenter based in Melbourne, Florida, which has relationships with eight (8) other datacenters worldwide. Using this approach, we have an ability to rapidly expand the size of our computing resources quickly, at minimal expense. Over time we expect to create similar situations with other datacenters worldwide based on our clients’ specific needs. The second focus involves hosting software applications 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 potentially their clients, 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 datacenters. If we are successful helping the vendor grow his business, we will have provided a “value added service”, and benefit from increased utilization of our computing resources by not only the vendor, but also his new end user clients. Our initial focus for this area is on software providers who serve the “technology infrastructure” market doing design, engineering, construction and maintenance of significant systems. We desire to create “life cycle” relationships as the design, construction and operational life of these systems includes document management and performance modelling over years, often from 5 to 20 years. We have retained experienced professionals in the datacenter, 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. We have also formed an “Advisory Board” where individuals with experience in business areas where we have interest have agreed to assist us, receiving a nominal issuance of restricted common stock, in consideration of their advice. 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. (VTV) is currently involved with the formation of a new software development project aimed at applying artificial intelligence (A.I.) to the sales process for various businesses including residential real estate using cloud computing-based software. It is currently in development of a new sales automation tool set deemed the ‘Robo Agent’ application. This software is intended to utilize A.I. to promote more efficient sales and marketing within certain direct to consumer (D2C) markets, and with highly targeted market research. This initial effort dubbed “Robo Agent”, is expected to be available for initial users in Q3 of FY2025. Later versions may include similar functionality focused on other markets, generally in a “business to consumer” (B2C) selling situation. Note 2: Going Concern As of March 31, 2025, the Company had cash and cash equivalents of approximately $ 200 , current liabilities of approximately $ 15 million, and has incurred significant losses from the previous clinic operations. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding to execute its business plan. 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. However, as of the date of these consolidated financial statements, no formal agreement exists. 8 Table of Contents The accompanying 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. Note 3: Summary of Significant Accounting Policies 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 March 31, 2025, 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. In our opinion, these unaudited financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for the fair statement of the results for the interim periods. These unaudited financial statements should be read in conjunction with the audited financial statements of the Company for the years ended December 31, 2024, and 2023 included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 31, 2025. The results of operations for the three months ended March 31, 2025, are not necessarily indicative of the results to be expected for the full year ended December 31, 2025. 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. In addition, we relied on the operating activities of certain legal entities in which we did not maintain a controlling ownership interest, but over which we had indirect influence and of which we were considered the primary beneficiary. 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, 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. All intercompany balances and transactions have been eliminated. Segments - The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer. The CODM allocates resources and evaluates the performance of the Company at the consolidated level using information about its revenues, gross profit, and income from operations. All significant operating decisions are based upon an analysis of the Company as one operating segment, which is the same as its reporting segment. Per Share Data - Basic income (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. The following table presents the effect of potential dilutive issuances for the three months ended March 31, 2025 and 2024: Three Months Ended March 31, 2025 March 31, 2024 Net income (loss) attributable to common stockholders $ 3,437,634 $ ( 46,524 ) Preferred stock dividends 1,580 - Derivative gain ( 4,362,645 ) - Interest expense associated with convertible debt 19,159 - Net loss for dilutive calculation ( 904,272 ) ( 46,524 ) Weighted average shares outstanding 9,772,319 5,593,991 Dilutive effect of preferred stock 126,748 - Dilutive effect of convertible debt 2,045,192 - Dilutive effect of common stock warrants 40,767 - Weighted average shares outstanding for diluted net income (loss) per share 11,985,026 5,593,991 During the three months ended March 31, 2025 the effect of 3,298,159 shares issuable upon the conversion of Series A preferred shares were anti-dilutive and are not included in the computation of dilutive earnings per share. During the three months ended March 31, 2024 the effect of 1,200,908 shares issuable upon conversions of the Series D preferred shares, 2,248,661 shares issuable upon the conversion of convertible notes, and 686,875 shares issuable upon exercise of the outstanding warrants and stock options were anti-dilutive and not included in the computation of dilutive earnings per share. 9 Table of Contents 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. In December 2023, the FASB issued ASU 2023-09 , Income Taxes ( Topic 740 ) : Improvements to Income Tax Disclosures, which expands the disclosures required for income taxes. This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendment should be applied on a prospective basis while retrospective application is permitted. 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 have a material impact on the Company’s consolidated financial position, results of operations or cash flows. Note 4: Business Acquisition On December 6, 2024, the Company entered into an Exclusive Source Code License agreement (the “License Agreement”) between AgingTopic, LLC (“AgingTopic”) and the Company where the Company has acquired, subject to certain payment milestones, the source code and business activities of AgingTopic, which constitutes substantially all of AgingTopic’s assets utilized in the creation of advertising revenue from blog postings. The entity that owns the business and source code is controlled by Ms. Amy Lance, the wife of Mack Leath. The agreement calls for a $ 5,000 cash payment upon execution, and certain royalty payments up to a maximum of $ 150,000 , at which time it becomes a fully paid-up license. The royalty payments are to be repaid at 30% of net collection up to the first $50,000 has been repaid, after which the remaining $100,000 will be repaid based on 15% of net collections. After the payment of the $150,000 license fee, the Company will then pay a commission of 2.5% of net collections until 36 months after the date of the agreement. This acquisition closed on December 6, 2024. The acquisition of AgingTopic is being accounted for as a business combination under ASC 805. The Company is continuing to gather evidence to evaluate what identifiable intangible assets were acquired, such as a customer list, and the fair value of each, and expects to finalize the fair value of the acquired assets within one year of the acquisition date. The Company assigned the preliminary fair value of the consideration paid of $ 155,000 to domain name intangible assets that are amortized over an estimated useful life of four years . AgingTopic had not yet generated revenues prior to the time of acquisition. Note 5: Intangible assets The following table represents the balances of intangible assets as of March 31, 2025 and December 31, 2024; March 31, 2025 December 31, 2024 Website Domains $ 155,000 $ 155,000 Total Intangible assets 155,000 155,000 Accumulated Amortization – website domains ( 12,916 ) ( 3,229 ) Net intangible assets $ 142,084 $ 151,771 10 Table of Contents On December 6, 2024, the Company closed on its acquisition of the AgingTopic Business and allocated the entire $ 155,000 purchase price to domain name assets with an estimated life of 4 years. The following is an amortization analysis of the annual amortization of intangible assets on a fiscal year basis as of March 31, 2025: For the year ended December 31, Amount 2025 (9 months remaining) $ 29,063 2026 38,750 2027 38,750 2028 35,521 2029 and Thereafter - Total remaining intangibles amortization 142,084 Note 6: Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of the following at March 31, 2025, and December 31, 2024: March 31, December 31, 2025 2024 Trade accounts payable $ 3,740,721 $ 3,677,455 Accrued payroll and payroll taxes 594,606 489,606 Total accounts payable and accrued liabilities $ 4,335,327 $ 4,167,061 Note 7: Right to Use Assets and Lease Liabilities – Operating Leases The Company had operating leases for its clinics for which the Company is currently in negotiations with the Lessors to settle the remaining amounts owed after closing the clinic facilities. As of March 31,2025 the Company had impaired all balances of the related right to use assets. Operating lease liabilities are summarized below: March 31, 2025 December 31, 2024 Lease liability $ 99,477 $ 99,477 Less: current portion ( 99,477 ) ( 99,477 ) 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, 2024, or the three months ending March 31, 2025. As of March 31, 2025, 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 March 31, 2025. See Note 15 for further details. Note 8: SBA Loan Payable PPP Loan Conversion to SBA Loan 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 (the “SBA”). 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. On July 12, 2023, the Company received confirmation of a payment plan arrangement from the SBA for total principal and interest due on the loan of $ 467,117 . Pursuant to this payment plan, the Company agreed to pay a minimum of $ 2,595 each month until the loan is paid in full in July 2028. The Company will amortize the balance due on the loan including interest at the original PPP loan rate of 1% per annum; 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 three months ended March 31, 2025, the Company made principal payments of $ 5,800 on this loan and recorded interest in the amount of $ 973 . 11 Table of Contents Note 9: Notes Payable The following table summarizes the outstanding notes payable as of March 31, 2025 and December 31, 2024, respectively: March 31, 2025 December 31, 2024 Kishon Note $ 431,666 $ 431,666 Finnegan Note 1 51,765 51,765 Finnegan Note 2 32,353 32,353 Finnegan Note 3 32,353 32,353 Total Notes Payable 548,137 548,137 Current Portion 548,137 548,137 Long-term portion $ - $ - Kishon Note 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 . During the year ended December 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. During the year ended December 31, 2024, as a result of the variable price of the conversion feature, the Company recorded an initial derivative liability of $ 100,551 upon bifurcating the conversion feature pursuant to ASC815. See Note 12 to these financials for further discussion. At March 31, 2025, principal and interest in the amount of $ 431,666 and $ 185,982 , respectively, were due on the Kishon Note. At December 31, 2024, principal and interest in the amount of $ 431,666 and $ 166,823 , respectively, were due on the Kishon Note. This note was in default at March 31, 2025. 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”). 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 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 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 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 Finnegan Note 1. 12 Table of Contents Principal and accrued interest in the amount of $ 51,765 and $ 22,655 , respectively, were due on this note at March 31, 2025. At December 31, 2024, principal and interest in the amount of $ 51,765 and $ 20,537 , respectively, were due on the Finnegan Note. This note was in default at March 31, 2025. See “Note 17: Subsequent Events” for discussion on subsequent settlement. 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”). 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 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 %. 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 Finnegan Note 2. In addition, Ms. 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. At March 31, 2025, principal and accrued interest in the amount of $ 32,353 and $ 14,029 , respectively, were due on this note. At December 31, 2024, principal and interest in the amount of $ 32,353 and $ 12,705 , respectively, were due on the Finnegan Note. This note was in default at March 31, 2025. See “Note 17: Subsequent Events” for discussion on subsequent settlement. 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”). 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 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 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 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. At March 31, 2025, principal and accrued interest in the amount of $ 32,353 and $ 13,038 , respectively, were due on this note. At December 31, 2024, principal and accrued interest in the amount of $ 32,353 and $ 11,714 , respectively, were due on this note. This note was in default at March 31, 2025. See “Note 17: Subsequent Events” for discussion on subsequent settlement. Aggregate interest expense as described on the above notes payable was $ 22,952 for the three months ended March 31, 2025. Accrued interest on notes payable were $ 235,705 and $ 211,780 at March 31, 2025 and December 31, 2024, respectively. Note 10: Notes Payable – Related Parties The following table summarizes the outstanding related party notes payable as of March 31, 2025 and December 31, 2024, respectively; March 31, 2025 December 31, 2024 Lindstrom Note 45,294 45,294 Lindstrom Note 2 18,750 18,750 Notes Payable 64,044 64,044 Current Portion, net of discount $ 64,044 $ 64,044 Long-term portion, net of discount - - 13 Table of Contents Lindstrom Note 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, who was 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. 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. At March 31, 2025, principal and accrued interest in the amount of $ 45,294 and $ 19,537 , respectively, were due on this note. At December 31, 2024, principal and accrued interest in the amount of $ 45,294 and $ 17,709 , respectively, were due on this note. This note was in default at March 31, 2025. See “Note 17: Subsequent Events” for discussion on subsequent settlement. Lindstrom Note 2 On November 29, 2022, the Company issued a promissory notes (the “Lindstrom Note 2”) in a related party transactions to Jenny Lindstrom, who was the Company’s former Vice President and Chief Legal Officer. The Lindstrom Note 2 has a due date of May 28, 2023 and bears interest at the rate of 10% per annum which will accrue from the date of the note. Following an event of default as defined, 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 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. Lindstrom reasonably believes contains a term that is more favorable than those in the Lindstrom Note 2, 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 2. In addition, Lindstrom received a 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. At March 31, 2025, there was principal and interest in the amount of $ 18,750 and $ 5,308 , respectively, due on this note. At December 31, 2024, there was principal and interest in the aggregate amount of $ 18,750 and $ 4,839 , respectively, due on this note. This note was in default at March 31, 2025. See “Note 17: Subsequent Events” for discussion on subsequent settlement. Aggregate interest expense as described on the above notes payable – related parties was $ 2,297 for the three months ended March 31, 2025. Accrued interest on notes payable – related parties were $ 24,844 and $ 22,547 at March 31, 2025 and December 31, 2024, respectively. Note 11: Derivative Liabilities Certain of the Company’s convertible notes and warrants contain features that create derivative liabilities. The derivative components of these notes are valued at issuance, at conversion, at restructuring, and at each period end. Derivative liability activity for the three months ended March 31, 2025, is summarized in the table below: December 31, 2024 $ 4,685,675 Gain on revaluation ( 4,362,645 ) March 31, 2025 $ 323,030 The following assumptions were used for the valuation of the derivative liability associated with this obligation: ● The stock price on the date of valuation represents the fair market value of the stock ● The notes convert with variable conversion prices based on the percentages of the lowest trades over the prior 20 trading days ● The holder would automatically convert the note immediately (based on ownership or trading volume limitations) if the registration were effective and the Company was not in default Note 12: Series A preferred stock On October 28, 2024, the Company filed a Certificate of Designation, Preferences and Rights of the Series A Preferred Stock with the Nevada Secretary of State (the “Certificate of Designation”). The Company authorized 3,000,000 shares of Series A Preferred Stock, par value $ 0.01 per share. Each share of Series A Preferred Stock has a stated value equal to $ 25 . The Series A Shares may be converted into shares of common stock by dividing the stated value by $4.00 (the “Conversion Price”). The Series A Shares may be converted at the option of the holder at any time, or mandatorily by the Company if certain conditions set forth in the Certificate of Designation are met. Unless prior conversion has occurred, shares of Series A Preferred Stock will be redeemed by the Company, using Common Stock, or cash, 1/36 th of the remaining amounts monthly beginning in January 2025. The cash redemption shall be at 105% of the original price of Series A Preferred Stock (as adjusted) whereas Common Stock redemption shall be at a 10% discount to the average of the five lowest closing prices over a 30-trading day period. The Company intends to accrue the redemption shares monthly and issue any shares to be used thereunder quarterly to reduce its expense. Holders of shares of the Series A Preferred Stock are not entitled to receive any dividends, and the security bears no interest. 14 Table of Contents The Series A Preferred Stock will rank, with respect to rights to the payment of dividends and the distribution of assets in the event of any liquidation, dissolution or winding up of the Company, (i) senior to all classes or series of the Company’s Common Stock, and to all other equity securities issued by the Company; and (ii) effectively junior to all existing and future indebtedness (including indebtedness convertible into our Common Stock or preferred stock) of the Company and to any indebtedness and other liabilities of (as well as any preferred equity interest held by others in) existing subsidiaries of the Company. In addition to any other rights provided by law, except where the vote or written consent of the holders of a greater number of shares is required by law or by another provision of the Articles of Incorporation, without first obtaining the affirmative vote at a meeting duly called for such purpose or the written consent without a meeting of the majority of the outstanding Series A Preferred Stock, voting together as a single class, the Company shall not: (a) amend or repeal any provision of, or add any provision to, its Articles of Incorporation or bylaws, or file any certificate of designations or certificate of amendment, if such action would adversely alter or change in any respect the preferences, rights, privileges or powers, or restrictions provided for the benefit, of the Series A Preferred Stock, regardless of whether any such action shall be by means of amendment to the Articles of Incorporation or by merger, consolidation or otherwise; or (b) without limiting the provisions of the Certificate of Designation, circumvent a right of the Series A Preferred Stock. As a result of the mandatory redemption features requiring the Company to repay the Series A in either cash or shares of Common Stock of the Company, under ASC 480, the Company is required to record the full redemption value of the Series A preferred shares as a liability on the accompanying balance sheet. The Company has recorded the redemption value based on the 10 % premium required if the Company were to repay in shares of Common Stock due to the current expected cash flows of the Company. During the three months ended March 31, 2025, the Company issued 4,000 shares of Series A preferred stock in exchange for $ 100,000 in cash proceeds. During the three months ended March 31, 2025, the Company redeemed 20,098 shares of Series A preferred for 1,366,394 shares of common stock with a fair value of $ 808,203 , which resulted in a loss on settlement of $ 250,977 . During the three months ended March 31, 2025, the Company recognized $ 326,403 in interest expense related to the accretion of the Series A preferred shares based on the change in fair value The following table provides the maturities of Series A preferred stock redemptions at March 31, 2025: Series A Preferred Stock 2025 $ 4,640,256 2026 5,197,482 2027 5,197,482 2028 - 2029 and thereafter - Total future undiscounted redemption payments 15,035,220 Less: Interest ( 1,842,584 ) Present value of redemption payments 13,192,636 Current portion ( 5,873,236 ) Long term portion $ 7,319,400 Note 13: Stockholders ’ Equity (Deficit) Common Stock The Company has authorized 500,000,000 shares of common stock, par value $ 0.01 ; 11,157,010 were issued and outstanding at March 31, 2025. Issuance of Restricted Common Stock for Series X Preferred Stock Dividends During the three months ended March 31, 2025, the Company issued 28,359 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 the stock price on the 15 th day of each month to determine the number of shares issuable. Issuance of Restricted Common Stock for the Redemption of Series A Preferred Stock During the three months ended March 31, 2025, the Company issued 1,366,394 shares of its restricted common stock for the redemption of Series A shares as discussed in further detail above in Note 12. During the three months ended March 31, 2025, the Company recorded stock-based compensation of $ 6,250 related to equity awards issued in prior periods. As of March 31, 2025, the Company expects to record additional compensation expense of $ 6,250 related to unvested awards. 15 Table of Contents 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, 10,000,000 shares of Series D Preferred, 10,000 shares of Series E Preferred, 140,000 shares of Series F Preferred, and 31,427 shares as Series X Preferred Stock. Series D Preferred Stock The Series D Preferred Stock has a par value of $ 0.01 per share, no stated maturity, a liquidation preference of 100% of the stated value plus accrued but unpaid dividends, accrued dividends at the rate of 6 % on $ 1.05 per share, and converts into common shares at a rate of $ 0.25 per share. The Series D 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. 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 25,000 shares of Series D Preferred Stock outstanding at March 31, 2025. The Company accrued dividends in the amount of $ 388 on the Series D Preferred Stock for the three months ended March 31, 2025. As of March 31, 2025, the Company had $ 5,437 in accrued dividends on the Series D Preferred Stock. Series E Preferred Stock 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 . There are 0 shares of Series E Preferred Stock outstanding at March 31, 2025 No shares of Series E Preferred Stock have ever been issued. As long as any shares of Series E are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series E, (a) alter or change the preferences, rights, privileges or powers given to the Series E or alter or amend the Certificate of Incorporation or bylaws, (b) increase or decrease (other than by conversion) the number of authorized shares of Series E, or (c) create or authorize any new class of shares that has a preference over Series E. Series F Preferred Stock The number of shares of Series F Preferred Stock designated is 140,000 and each share of Series F Preferred Stock has par value of $ 0.01 , a liquidation preference of $ 1,000 and PIK dividends at 12%. The Series F Preferred Stock will rank senior to the Corporation’s Common Stock and on parity with all Preferred Stock of the Corporation with terms specifically providing that such Preferred Stock rank on parity with the Series F Preferred Stock with respect to rights to the distribution of assets upon any liquidation, dissolution or winding up of the Corporation; and (iii) junior to all Preferred Stock of the Corporation with terms specifically providing that such Preferred Stock rank senior to the Series F Preferred Stock with respect to rights to the distribution of assets upon any liquidation, dissolution or winding up of the Company. Holders of shares of the Series F Preferred Stock are entitled to receive payment-in-kind dividends payable only in additional shares of Series F Preferred Stock (“PIK Dividends”) at rate of 12% per annum. The Series F Preferred Stock will be convertible into common stock of the Company upon the listing of the Company’s stock on any of the following trading markets: the NYSE, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, or the Nasdaq Global Select Market. The conversion price will be calculated as 65% of the volume-weighted average price of the Company’s common stock on the conversion date. 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 no shares of Series F shares outstanding as of December 31, 2024 or March 31, 2025. Series X Preferred Stock The Company has 19,703 shares of its 10% Series X Cumulative Redeemable Perpetual Preferred Stock (the “Series X Preferred Stock”) outstanding as of March 31, 2025 and December 31, 2024. 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; the Series X Preferred Stock is not redeemable prior to November 4, 2020. The Series X Preferred Stock will rank senior to all classes of the Company’s common and preferred stock and accrues dividends at the rate of 10% on $25.00 per share. The Company reserves the right to pay the dividends in shares of the Company’s common stock at a price equal to the average closing price over the five days prior to the date of the dividend declaration. Beginning in October 2024, the Company elected to use the closing stock price on the 15 th of each month. Each one share of the Series X Preferred Stock is entitled to 400 votes on all matters submitted to a vote of our shareholders. 16 Table of Contents The Company accrued dividends in the amount of $ 12,314 on the Series X Preferred Stock for the three months ended March 31, 2025. As of March 31, 2025, the Company had $ 0 in accrued dividends on the Series X Preferred Stock. Warrants 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 March 31, 2025, and the related prices for the warrants to purchase shares of the Company’s common stock: Weighted Weighted Weighted average average average exercise exercise Range of Number of remaining price of Number of price of exercise warrants contractual outstanding warrants exercisable prices outstanding life (years) warrants exercisable warrants $ 25.00 7,717 2.04 25.00 7,717 25.00 37.50 33,050 1.74 37.50 33,050 37.50 40,767 1.80 $ 35.13 40,767 $ 35.13 The following table summarizes the transactions involving options to purchase shares of the Company’s common stock: Shares Weighted- Average Exercise Price ($) Outstanding at December 31, 2024 40,767 $ 35.13 Granted - $ - Cancelled - $ - Exercised - $ - Outstanding at March 31, 2025 40,767 $ 35.13 At March 31, 2025, there was no intrinsic value on the issued or vested warrants. Note 14: 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 March 31, 2025 and December 31, 2024. March 31, 2025 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 323,030 $ 323,030 December 31, 2024 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 4,685,675 $ 4,685,675 Note 15: Commitments and Contingencies Legal 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. Mitesco (Company) was not named in the suit. We have settled this matter as of January 11, 2024, for total consideration consisting of a cash payment of $ 3,000 . 17 Table of Contents On October 25, 2022, the Company was notified that a vendor filed a lawsuit 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’s business activities. These include claims regarding certain construction contracts and cancellation of leases as noted below: Nordhaus Clinic On November 1, 2020, we entered into an agreement to open a clinic in Minneapolis, Minnesota. The initial lease term is eight years . Fixed rent payments under the initial term are approximately $ 511,000 . On November 6, 2023, the Company received a termination notice from the landlord indicating the lease had been terminated. No additional claims have been received by the landlord and the Company believes no additional amounts are owed. Egan Clinic a.k.a. Vikings On October 14, 2021, we entered into an agreement to open a clinic in Eagan, Minnesota, which began operations in the fourth quarter of 2021. The initial lease term is for 96 months. Fixed rent payments under the initial term are approximately $ 767,000 . A Summary Judgment was granted on December 4, 2023, in the amount of $ 488,491 , and the entry of final judgment was entered on December 15, 2023, and the Company has released the property back to the leaseholder. St. Paul Clinic a.k.a. The Grove On August 31, 2021, we entered into an agreement to open a clinic in St. Paul, Minnesota, which began operations in the fourth quarter of 2021. The initial lease term is for 114 months. Fixed rent payments under the initial term are approximately $ 1,153,000 . A stipulation for Judgment was filed on December 21, 2023, in the amount of $415,266. The stipulated judgment includes $178,542 in unpaid back rent, $172,124 in resolution of mechanics’ liens, and $64,600 in attorneys’ fees. Final entry of judgment by the Court was entered against the Company on January 19, 2024, and the Company has released the property back to the leaseholder. St. Louis Park Clinic a.k.a. Excelsior & Grand On May 24, 2021, we entered into an agreement to open a clinic in St. Louis Park, Minnesota, which began operations in the third quarter of 2021. The initial lease term is seven years . Fixed rent payments under the initial term are approximately $ 673,000 . The Company agreed to and executed a Confession of Judgment in the amount of $ 425,350 on April 2, 2024, and has released the property back to the leaseholder. We received the fully executed and recorded judgement on April 10, 2024. Eden Prairie Clinic a.k.a. TP Elevate On June 8, 2021, we entered into an agreement to open a clinic in Eden Prairie, Minnesota, which began operation in the third quarter of 2021. The initial lease term is eight years . Fixed rent payments under the initial term are approximately $ 620,000 . The Company has surrendered possession of the property and is currently in negotiations for the amounts owed and is in the process of settling the remaining amounts owed. Maple Grove Clinic a.k.a. Arbor Lakes On October 8, 2021, we entered into an agreement to open a clinic in Maple Grove, Minnesota which began operation in the fourth quarter of 2021. The initial lease term is for 108 months. Fixed rent payments under the initial term are approximately $ 1,153,127 . On October 22, 2022, the Company entered into a settlement agreement with the leaseholder for $ 219,576 and the Company released the property back to the leaseholder. Radiant Clinic a.k.a. LMC Welton On September 9, 2021, we entered into an agreement to open a clinic in Denver, Colorado, which was expected to begin operation in the first quarter of 2023 but possession of which has been relinquished to the landlords. The initial lease term is for 90 months. Fixed rent payments under the initial term are approximately $ 782,000 . As of April 10, 2024, the Company has settled the amounts owed to the leaseholder and full resolution of all liens for approximately $ 530,000 and the Company has released the property back to the leaseholder. 18 Table of Contents Quincy Clinic a.k.a. 1776 Curtis On September 28, 2021, we entered into an agreement to open a clinic in Denver, Colorado, which was expected to begin operation in the first quarter of 2023 but possession of which has been relinquished to the landlords. The initial lease term is for 94 months. Fixed rent payments under the initial term are approximately $ 1,079,000 . A Final Judgment was granted on November 14, 2023, in the amount of $ 348,764 including interest, fees and other costs. The Company has released the property back to the leaseholder. 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: LOCATION PROPERTY NAME ORIGINAL OBLIGATION SETTLEMENT AMOUNT DATE OF AWARD INTEREST RATE INTEREST ACCRUED ON SETTLEMENT TOTAL SETTLEMENT OBLIGATION TYPE OF SETTLEMENT WAYZETTA, MN WAZETTA BAY $ 407,000 $ 25,000 NA - - $ 25,000 CASH PAYMENT OBLIGATION EAGAN, MN VIKINGS $ 767,000 $ 488,491 12/7/2023 10 % $ 64,240 $ 552,731 DEFAULT JUDGEMENT ST. LOUIS PARK, MN EXCELSIOR $ 673,000 $ 425,350 5/22/2024 10 % $ 36,475 $ 461,825 DEFAULT JUDGEMENT ST. PAUL, MN CONTINENTAL 560 $ 1,153,000 $ 415,606 1/22/2024 10 % $ 49,417 $ 465,023 DEFAULT JUDGEMENT MAPLE GROVE, MN BUTTNICK $ 1,153,127 $ 219,000 10/3/2022 10 % $ 54,600 $ 273,600 SETTLEMENT AGREEMENT DENVER, CO RADIANT $ 782,000 $ 530,557 - - $ 530,557 DISMISSED DENVER, CO QUINCY $ 1,079,000 $ 348,764 11/14/2023 12 % 57,675 $ 406,439 DEFAULT JUDGEMENT TOTAL $ 6,014,127 $ 2,452,768 $ 262,407 $ 2,715,175 Administrative offices On June 24, 2021, we entered into an agreement to open an administrative office in St. Louis Park, Minnesota. The initial lease term is 2.5 years . Fixed rent payments under the initial term are approximately $ 244,000 . We have not received any claims as to the obligations under this sublease agreement and the business from which we were renting has not responded to communications from our attorneys who have attempted to establish a formal settlement agreement since we have abandoned the location more than a year ago. During the three months ending March 31, 2025 and 2024, the Company recorded interest expense of $ 48,500 and $ 0 , respectively related to the above settlements based on the statutory rates of the courts in the respective locations. Note 16: Income Taxes 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 $ 61.6 million and $ 14.5 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 three months ended March 31, 2025, the expected tax expense (benefit) based on the U. S. federal statutory rate is reconciled with the actual tax provision (benefit) as follows: For the Three Months Ended March 31, 2025 Expected tax at statutory rates $ 725,000 21 % Permanent Differences - 0 % State Income Tax, Net of Federal benefit ( 854,000 ) ( 25 )% Other ( 868,000 ) ( 25 )% Current Year Change in Valuation Allowance 997,000 29 % Prior Year True-Ups - 0 % Income tax expense $ - 0 % 19 Table of Contents 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 March 31, 2025 and December 31, 2024, significant components of the Company’s deferred tax assets are as follows: As of March 31, 2025 December 31, 2024 Deferred Tax Assets (Liabilities): Accrued payroll $ 141,000 $ 141,000 ASC842-ROU Asset - - ASC842-ROU (Liability) 822,000 822,000 Loss from derivatives ( 42,000 ) ( 869,000 ) Waiver and commitment fee shares - - Stock based compensation ( 305,000 ) ( 304,000 ) Depreciation 3,000 3,000 Net operating loss 12,634,000 12,462,000 Net deferred tax assets (liabilities) 13,253,000 12,255,000 Valuation allowance ( 13,253,000 ) ( 12,255,000 ) Net deferred tax assets (liabilities) $ - $ - Note 17: Subsequent Events Issuance of Restricted Common Stock for Series X Preferred Stock Dividends Subsequent to March 31, 2025, the holders of the Series X preferred stock have earned an additional $ 4,105 in dividends which is equivalent to 10,303 shares of common stock. As of the date of filing the shares have not yet been issued. Issuance of Restricted Common Stock for the Redemption of Series A Preferred Stock Subsequent to March 31, 2025, the holders of the Series A preferred stock have earned 953,508 shares of common stock with a fair value of $ 331,584 for the required monthly redemptions. As of the date of filing the shares have not yet been issued. Issuance of Restricted Common Stock for the settlement of outstanding liabilities On April 24, 2025, the Company entered into Obligation Exchange Agreements with two of its creditors, Finnegan and Lindstrom. The agreements call for the cancellation of approximately $ 300,000 of notes, expenses and other obligations in consideration of the issuance of 75,000 shares of restricted common stock for each of the holders. Issuance of Short Term Notes Payable On May 6, 2025, the Company entered into a short term note payable agreement with one of its investors and received cash proceeds of $ 25,000 . The note is bears interest at 10 % per annum and matures 10 days after issuance, May 17, 2025. In the event of default the Company is required to pay 120 % of the principal balance. 20 Table of Contents ITEM 2. MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 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. Company Overview Mitesco, Inc. (the “Company,” “we,” “us,” or “our”) was formed in the state of Delaware on January 18, 2012. 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 shut down our former business line. On April 24, 2020, we changed our name to Mitesco, Inc. In October 2023, the Company changed its domicile from Delaware to Nevada in order to effect reduced costs. Current Business Operations We are a holding company seeking to provide products, services and technology. In June 2024 we announced the formation of two (2) new wholly owned business units, Centcore, LLC (“Centcore”) that is providing data center services including cloud computing and application hosting, and Vero Technology Ventures, LLC (“VTV”), whose aim is to seek investment and acquisition opportunities, generally in the areas of cloud computing and data center related applications. Centcore has two (2) areas of focus. The first, generic data center services, is aimed at hosting applications for a specific user, sometimes referred to as “managed services offerings” or MSO, where the client moves the software licensed from various vendors, or internally developed, into our data center where we maintain the computing, communications and backup environment. We currently offer services through a “co-location” agreement with a data center based in Melbourne, Florida, which has relationships with eight (8) other data centers worldwide. Using this approach, we have an ability to rapidly expand the size of our computing resources quickly, at minimal expense. Over time we expect to create similar situations with other data centers worldwide based on our clients’ specific needs. The second focus involves hosting software applications 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. We have developed the “Centcore Partner Program” where we will help promote the software vendors who are hosting in our data centers. If we are successful helping the vendor grow his business, we will have provided a “value added service”, and benefit from increased utilization of our computing resources by not only the vendor, but also his new end user clients. Our initial focus for this area is on software providers who serve the “technology infrastructure” market doing design, engineering, construction and maintenance of significant systems. We desire to create “life cycle” relationships as the design, construction and operational life of these systems includes document management and performance modeling over years, often from 5 to 20 years. 21 Table of Contents We have retained experienced 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. We have also formed an “Advisory Board” where individuals with experience in business areas where we have interest have agreed to assist us, receiving a nominal issuance of restricted common stock, in consideration of their advice. 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 (VTV) is currently involved with the formation of a new software development project aimed at applying artificial intelligence (A.I.) to the sales process for various businesses including residential real estate using cloud computing based software. This initial effort dubbed “Robo Agent”, is expected to be available for initial users in Q3 of FY2025. Later versions may include similar functionality focused on other markets, generally in a “business to consumer” (B2C) selling situation. There are several other projects in evaluation, generally aimed at software that would operate on a cloud computing platform such as that which the Company has in its Centcore Data Center. FY2024 Debt Restructuring From FY2021 until late FY2022 the Company invested in an operating subsidiary, The Good Clinic, which was developing a series of primary care healthcare facilities. In late FY2022, as a result of a lack of adequate revenues and limited funding, it ceased operations. As of June 30, 2024, the Company had over $30 million in senior securities, notes and accounts payable related to that discontinued operation. In order to clear those obligations management began a restructuring which involved negotiations to reduce the overall debt, converting certain accredited institutional investors into a newly created Series A Amortizing Preferred stock (“Series A Preferred”), and all others into restricted common stock using a price per share of $4.00. As of the date of this filing it has converted over $25 million of its obligations, representing over $20 million of its senior securities, and over $2 million of notes and accounts payable, into 2,478,179 of restricted Common Stock, and 566,085 shares of Series A Preferred stock. The Series A Preferred stock is held by six (6) accredited institutional investors, while over 40 holders of obligations of the Company elected to receive common stock using the $4 per share valuation. Included in the above totals, effective December 31, 2024, the Company has entered into Obligation Exchange Agreements pursuant to which it has converted $580,132, including $32,132 of principal and interest, of its 2024 Bridge Notes into Series A Preferred shares, which resulted in the issuance of 23,206 shares of Series A Preferred shares to three (3) of its institutional investor. This extinguishes $580,132 of its short-term debt. As of the date of this filing all FY2024 bridge notes have been extinguished. Further, during January 2025 the Company issued 4,000 shares of its Series A Preferred shares in consideration of an investment of $100,000 by three (3) of its institutional investors. As part of the restructuring, the Company agreed to register shares of Common Stock issued and to be issued to Series A Preferred Stockholders. Advisory Board The Board of Directors authorized the creation of a new Advisory Board whose participants shall include subject matter experts in certain business areas under consideration by the Company. These positions are “non-executive” and as such are not governed by Section 16 of the Securities Act. The members of the advisory board do not have the authority to vote on matters brought to the Board of Directors and may only attend a meeting of the board of directors if they are invited. Also, the members of the advisory board are not bound by fiduciary duties and are not entitled to indemnification. The compensation for the participants shall be $60,000 per year, paid through the issuance of restricted common stock. The per share valuation to be used shall be determined by the Board of Directors based on the market of the Company’s common stock at the time of the appointment. For all appointments in FY2024 the valuation used was $.80 per share, resulting in the issuance of 75,000 shares of restricted common stock to each participant. The members of the advisory board do not have the authority to vote on matters brought to the board of directors and may only attend a meeting of the board of directors if they are invited. Also, the members of the advisory board are not bound by fiduciary duties and are not entitled to indemnification. The members of the Advisory Board are executives whose careers have focused on infrastructure related technology, cybersecurity, data center business development and data center systems software, and digital marketing as noted here: 1) Kristen Plybon is a cybersecurity professional with a strong background in data privacy with CIPP/US and CIPP/E certifications. She is a licensed attorney with a deep understanding of state, federal, and global data protection laws and regulations. 2) Nathaniel Wade is a professional specializing in cybersecurity and enterprise IT operations for a number of well-known Fortune 1,000, Department of Defense (DoD), and Federal Civilian (FedCiv) agencies specializing in design and implementation of cybersecurity programs for public safety, national defense, and intelligence communication systems; 22 Table of Contents 3) Tom Simon, the owner of Synthos LLC, a Seattle-based provider of development and support services specializing in GIS. Synthos’ services include data procurement and analysis, and spatial and statistical analysis using industry leading applications such as ESRI’s Arc-Info and Trimble Navigation. 4) Chris McLoughlin has spent his career in software and systems development and is an owner of Accucom Consulting, Inc., which specializes in network infrastructure, and Sentry RMS, which provides software to the public safety sector including various state and municipal law enforcement and fire agencies. 5) Gabriel Crawford has over 20 years of experience in data center development from location selection through power distribution engineering and financial structuring including co-location, data center design, key account recruitment and multi-site data distribution. 6) Jim Clifton is a seasoned Software Field Sales Director with over 20 years of experience in driving business growth through innovative go-to-market sales strategies focused on systems software, modern infrastructure, and data analytics and innovative implementation to improve productivity across corporations and workforces worldwide. 7) Mr. Marty Valania is a senior executive whose career has focused on the use of digital marketing in support of the newspaper industry, for both businesses (B2B), and direct to consumer selling. He is focused on assisting the Company establish a digital marketing operation in support of both their internal needs, and as a service to third parties. Comparison of the Three Months Ended March 31, 2025, and 2024. Revenues We had revenues of $17,000 for the three months ended March 31, 2025, 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 March 31, 2025, were $283,986. For the comparable period in 2024, the operating expenses were $135,476. 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 $392,049 for the three months ended March 31, 2025, compared to $46,130 for the comparable period in 2024. The increase was a result of the Series A preferred shares accretion. Interest expense – related parties was $2,297 for the three months ended March 31, 2025, compared to $5,075 in the prior period. The decrease was a result of reduced debt balances in the current period. During the three months ended March 31, 2024, we recorded a gain on termination of operating lease of $233,205. There were no comparable transactions in the current period. During the three months ended March 31, 2025, we recorded a loss on revaluation of derivative liabilities of $4,362,645. There were no comparable transactions in the prior period. 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 May 15, 2025, we had cash of approximately $1,100 compared to cash of approximately $200 as of March 31, 2025. 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. 23 Table of Contents Net cash used in operating activities was $97,413 for the three months ended March 31, 2025. This is the result of establishing the operations of the Company’s newly formed subsidiaries. Cash used in operations for the three months ended March 31, 2024, was $154,267. The Company had no investing activities for the three months ended March 31, 2024 and 2025. Net cash provided by financing activities for the three months ended March 31, 2025, was $94,200, compared to $192,214 for the three months ended March 31, 2024. Cash provided by financing activities was the result of cash proceeds from sales of Series A preferred shares of $100,000, offset by the repayment of principal on the SBA loan in the amount of $5,800. At March 31, 2025, we had the following current liabilities which are payable in cash: Accounts payable and accrued liabilities of $4.3 million; notes payable of $0.5 million; notes payable to related parties of $0.06 million; SBA Loan Payable of $0.4 million; legal settlements of $2.7 million; accrued interest payable of $0.4 million; accrued interest payable to related parties of $0.02 million; and other current liabilities of $0.1 million. We also have the following liabilities which are payable in stock: derivative liabilities of $0.3 million, Series A Preferred Stock liability of $5.9 million and preferred stock dividends payable to related parties of $0.01 million. The Company has relationships with a number of consultants who are assisting in the creation of the new business units. 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-related settlements as noted above and the total settlement amounts as of the date of the filing: LOCATION PROPERTY NAME ORIGINAL OBLIGATION SETTLEMENT AMOUNT DATE OF AWARD INTEREST RATE INTEREST ACCRUED ON SETTLEMENT TOTAL SETTLEMENT OBLIGATION TYPE OF SETTLEMENT WAYZETTA, MN WAZETTA BAY $ 407,000 $ 25,000 NA - - $ 25,000 CASH PAYMENT OBLIGATION EAGAN, MN VIKINGS $ 767,000 $ 488,491 12/7/2023 10 % $ 64,240 $ 552,731 DEFAULT JUDGEMENT ST. LOUIS PARK, MN EXCELSIOR $ 673,000 $ 425,350 5/22/2024 10 % $ 36,475 $ 461,825 DEFAULT JUDGEMENT ST. PAUL, MN CONTINENTAL 560 $ 1,153,000 $ 415,606 1/22/2024 10 % $ 49,417 $ 465,023 DEFAULT JUDGEMENT MAPLE GROVE, MN BUTTNICK $ 1,153,127 $ 219,000 10/3/2022 10 % $ 54,600 $ 273,600 SETTLEMENT AGREEMENT DENVER, CO RADIANT $ 782,000 $ 530,557 ` - - $ 530,557 DISMISSED DENVER, CO QUINCY $ 1,079,000 $ 348,764 11/14/2023 12 % 57,675 $ 406,439 DEFAULT JUDGEMENT TOTAL $ 6,014,127 $ 2,452,768 $ 262,407 $ 2,715,175 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. 24 Table of Contents ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Not applicable. ITEM 4. CONTROLS AND PROCEDURES. (a) Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based on such an evaluation, the Company’s management has identified what it believes are material weaknesses in the Company’s disclosure controls and procedures and concluded that we did not have effective disclosure controls and procedures. The deficiencies in our disclosure controls and procedures included (i) lack of segregation of duties and (ii) lack of sufficient resources to ensure that information required to be disclosed by the Company in the reports that the Company files or submits to the SEC are recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. The Company intends to take corrective action to ensure that information required to be disclosed by the Company pursuant to the reports that the Company files or submits to the SEC is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. (b) Changes in Internal Control Over Financial Reporting There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the three months ended March 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 25 Table of Contents PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Company has a number of legal situations involved with the winding down of its clinic business activities. These include claims regarding certain construction contracts and cancellation of leases as noted below: LOCATION PROPERTY NAME ORIGINAL OBLIGATION SETTLEMENT AMOUNT DATE OF AWARD INTEREST RATE INTEREST ACCRUED ON SETTLEMENT TOTAL SETTLEMENT OBLIGATION TYPE OF SETTLEMENT WAYZETTA, MN WAZETTA BAY $ 407,000 $ 25,000 NA - - $ 25,000 CASH PAYMENT OBLIGATION EAGAN, MN VIKINGS $ 767,000 $ 488,491 12/7/2023 10 % $ 64,240 $ 552,731 DEFAULT JUDGEMENT ST. LOUIS PARK, MN EXCELSIOR $ 673,000 $ 425,350 5/22/2024 10 % $ 36,475 $ 461,825 DEFAULT JUDGEMENT ST. PAUL, MN CONTINENTAL 560 $ 1,153,000 $ 415,606 1/22/2024 10 % $ 49,417 $ 465,023 DEFAULT JUDGEMENT MAPLE GROVE, MN BUTTNICK $ 1,153,127 $ 219,000 10/3/2022 10 % $ 54,600 $ 273,600 SETTLEMENT AGREEMENT DENVER, CO RADIANT $ 782,000 $ 530,557 - - $ 530,557 DISMISSED DENVER, CO QUINCY $ 1,079,000 $ 348,764 11/14/2023 12 % 57,675 $ 406,439 DEFAULT JUDGEMENT TOTAL $ 6,014,127 $ 2,452,768 $ 262,407 $ 2,715,175 Quincy Clinic a.k.a. 1776 Curtis On September 28, 2021, we entered into an agreement to open a clinic in Denver, Colorado, which was expected to begin operation in the first quarter of 2023 but possession of which has been relinquished to the landlords. The initial lease term is 94 months. Fixed rent payments under the initial term are approximately $1,079,000. A Final Judgment was granted on November 14, 2023, in the amount of $348,764 including interest, fees and other costs. The Company has released the property back to the leaseholder. The owner of the property has filed before the same court, an action against the Company (Case No. 2022 CV 33173, Division: 409, Consolidated with 2022CV33653) seeking to modify the final settlement for an additional $900,000. We intend to vigorously defend the Company as our position is that there is no basis for this claim. Administrative office On June 24, 2021, we entered into an agreement to open an administrative office in St. Louis Park, Minnesota. The initial lease term is 2.5 years. Fixed rent payments under the initial term were approximately $244,000. We believe that there is no further obligation in this situation, but we do not have such documented in writing at this time. Gardner Debt for Equity Agreement and other obligations 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 then upcoming amounts that would become 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 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 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. The Company’s Board of Directors approved the Agreement on January 5, 2022. Much of the amounts claimed by Gardner have been resolved by the settlements with the various leaseholders where Gardner had filed liens. During 2021 and through 2022 a total of $2,305,155 was paid by the Company directly to Gardner for their services. As of the date of this filing the Company is continuing an effort to negotiate a settlement of any remaining obligations to this vendor. 26 Table of Contents ITEM 1A. RISK FACTORS Our business is subject to risks and events that, if they occur, could adversely affect our financial condition and results of operations and the trading price of our securities. In addition to the other information set forth in this quarterly report on Form 10-Q, you should carefully consider the factors described in Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission on March 31, 2025. There have been no material changes to the risk factors described in that report. ITEM 2. SALE OF UNREGISTERED SECURITIES During the period ending March 31, 2025 the Company made the following issuances of restricted common stock Issuance of Restricted Common Stock for Series X Preferred Stock Dividends During the three months ended March 31, 2025, the Company issued 28,359 shares of common stock for dividends payable on its Series X Preferred Stock Issuance of Restricted Common Stock for the Redemption of Series A Preferred Stock On March 31, 2025, the Company issued 1,366,394 shares of its restricted common stock in order to redeem $546,900 of its Series A Preferred stock, effective March 31, 2025. ITEM 3. DEFAULTS ON SENIOR SECURED SECURITIES Not Applicable. ITEM 4. MINE SAFETY DISCLOSURES Not Applicable. ITEM 5. OTHER INFORMATION Not Applicable . 27 Table of Contents ITEM 6. EXHIBITS The following exhibits are included with this Quarterly Report on Form 10-Q. Form Type Exhibit Number Date Filed Filed Herewith 3.1 Certificate of Incorporation of Trunity Holdings, Inc., dated January 18, 2012. 8-K 10.1 1/31/2012 3.2 Bylaws of Trunity Holdings, Inc., dated January 18, 2012. 8-K 10.2 1/31/2012 3.3 Certificate of Ownership Merging between Trunity Holdings, Inc. and Brain Tree International, Inc. dated January 24, 2012. 10-K 3.3 4/16/2013 3.4 Certificate of Amendment to the Certificate of Incorporation of Trunity Holdings, Inc., dated December 24, 2015. 8-K 3.1(i) 1/06/2016 3.5 Certificate of Designations of Series X Preferred Stock of True Nature Holding, Inc. 8-K 3.6 1/06/2020 3.6 Form of Amended and Restated Certificate of Designations of Series A Preferred Stock of True Nature Holding, Inc. 8-K 3.07 3/13/2020 3.7 Certificate of Amendment of the Certificate of Incorporation of True Nature Holding, Inc. dated April 21, 2020. 10-Q 3.7 8/14/2020 3.8 Certificate of Amendment of Certificate of Incorporation, dated as of November 5, 2020, correcting December 24, 2015, Certificate of Amendment. 10-Q 3.8 11/13/2020 3.9 Bylaws of Mitesco, Inc., as amended, dated November 10, 2020 10-Q 3.9 11/13/2020 3.10 Certificate of Designations, Preferences and Rights of the Series C Convertible Preferred Stock of Mitesco, Inc. 8-K 3.1 03/26/2021 3.11 Certificate of Correction to the Certificate of Designations, Preferences and Rights of the Series C Convertible Preferred Stock of Mitesco, Inc. 8-K 3.2 03/26/2021 31.1 Certification by the Principal Executive Officer of the Registrant pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1 Certification by the Principal Executive Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 101.INS ** Inline XBRL INSTANCE DOCUMENT 101.SCH ** Inline XBRL TAXONOMY EXTENSION SCHEMA 101.CAL ** Inline XBRL TAXONOMY EXTENSION CALCULATION LINKBASE 101.DEF ** Inline XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 101.LAB ** Inline XBRL TAXONOMY EXTENSION LABEL LINKBASE 101.PRE ** Inline XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) # Management contract or compensatory plan or arrangement required to be identified pursuant to Item 15(a)(3) of this report. 28 Table of Contents SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q for the period ended March 31, 2025, to be signed on its behalf by the undersigned, thereunto duly authorized. MITESCO, INC. Dated: May 15, 2025 By: /s/ Mack Leath Mack Leath Chief Executive Officer, Chief Financial Officer and Principal Financial Officer 29