What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-04-15 compared with 2025-03-31 · 408 added, 492 removed, 47 unchanged (95% of the section changed)

MARKET FOR REGISTRANT ’ S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Common Stock is quoted on the OTC Pink Market with the symbol “MITI.”

On March 21, 2024, the price of our Common Stock as reported on the

OTC was $0.59 and we have approximately 2,000 holders of record of our Common Stock, and approximately 7,000 shareholders including smaller

holders and those with restricted shares not currently in the market.

OF OUR CAPITAL STOCK

total number of shares of all classes of shares which we have authority to issue is 600,000,000 of which 500,000,000 shares are designated

as “Common Stock” with a par value of $0.01 per share, and 100,000,000 shares are designated as “preferred stock.”

of December 31, 2024, we had 9,762,258 issued and outstanding shares of Common Stock, 563,077 shares of our Series A Preferred Stock

issued or outstanding, 19,703 shares of our Series X Preferred Stock issued and outstanding and 25,000 shares of our Series D Preferred

Stock issued.

have never declared or paid any cash dividends on our Common Stock.

Under the Nevada law, we may declare and pay dividends on our capital

stock either out of our surplus, as defined in the relevant Nevada statutes, or if there is no such surplus, out of our net profits for

the fiscal year in which the dividend is declared and/or the preceding fiscal year.

If, however, the capital of our company, computed

in accordance with the relevant Nevada statutes, has been diminished by depreciation in the value of our property, or by losses, or otherwise,

to an amount less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference

upon the distribution of assets, we are prohibited from declaring and paying out of such net profits and dividends upon any shares of

our capital stock until the deficiency in the amount of capital represented by the issued and outstanding stock of all classes having

a preference upon the distribution of assets shall have been repaired.

The Company does not intend to declare or pay any cash dividends

on its Common Stock in the foreseeable future.

The holders of our Common Stock are entitled to receive only such dividends (cash or otherwise)

as may be declared by our Board of Directors.

A Preferred Stock

FY2024 we authorized the creation of up to 3,000,000 shares of a new Series A Preferred stock which has no voting rights, and pays no

dividends, but ranks superior to all other securities, except for the Series X Preferred stock which is pari parsu with the Series A

Preferred stock with regard to any liquidation of assets.

As of the date of this filing there are 566,085 shares of Series A Preferred

stock issued and outstanding.

X Preferred Stock

On December 31, 2019, we issued 26,227 shares of

our Series X Preferred stock in order to settle certain of the Company’s obligations.

MARKET FOR REGISTRANT ’ S

COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Trading Market

Our Common Stock is quoted on the OTC Pink Market

with the symbol “MITI.”

On April 14, 2026, the price of our Common Stock

as reported on the OTC was $0.10 and we have approximately 2,000 holders of record of our Common Stock, and approximately 5,000 shareholders

including smaller holders and those with restricted shares not currently in the market.

DESCRIPTION OF OUR CAPITAL STOCK

The total number of shares of all classes of shares

which we have authority to issue is 600,000,000 of which 500,000,000 shares are designated as “Common Stock” with a par value

of $0.01 per share, and 100,000,000 shares are designated as “preferred stock.”

As of December 31, 2025, we had 15,093,055 issued and outstanding shares

of Common Stock, 533,340 shares of Series A Preferred Stock issued or outstanding, no shares of Series D Preferred Stock issued and outstanding,

no shares of Series F Preferred Stock issued or outstanding, and 42,103 shares of Series X Preferred Stock issued and outstanding.

DIVIDEND POLICY

We have never declared or paid any cash dividends

on our Common Stock.

Under the Nevada law, we may declare and pay dividends on our capital stock either out of our surplus, as defined

in the relevant Nevada statutes, or if there is no such surplus, out of our net profits for the fiscal year in which the dividend is declared

and/or the preceding fiscal year.

If, however, the capital of our company, computed in accordance with the relevant Nevada statutes, has

been diminished by depreciation in the value of our property, or by losses, or otherwise, to an amount less than the aggregate amount

of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets, we

are prohibited from declaring and paying out of such net profits and dividends upon any shares of our capital stock until the deficiency

in the amount of capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets

shall have been repaired.

The Company does not intend to declare or pay any cash dividends on its Common Stock in the foreseeable future.

The holders of our Common Stock are entitled to receive only such dividends (cash or otherwise) as may be declared by our Board of Directors.

Series A Preferred Stock

During the year ended December 31, 2025, the Company

issued 5,000 shares of Series A Preferred Stock in exchange for $125,000 cash, and there were no changes to the authorized shares of this

class during the year.

During the year ended December 31, 2025, we redeemed 34,658 shares of this class in exchange for 3,794,802 shares

of common stock.

During FY2024 we authorized the creation of up

to 3,000,000 shares of a new Series A Preferred stock which has no voting rights, and pays no dividends, but ranks superior to all other

securities, except for the Series X Preferred stock which is pari parsu with the Series A Preferred stock with regard to any liquidation

As of the date of this filing there are 533,340 shares of Series A Preferred stock issued and outstanding.

Series X Preferred Stock

The Series X Preferred shares have a liquidation

3 unchanged sentences

If the Company chooses to pay the dividend in restricted Common Stock the number of shares

issued to fulfill the dividend payment shall be determined based on the stock price on the date of the 15 th of the month,

or the following trading day if it falls on a weekend.

The Series X Preferred shares have 400 votes per share and votes with our Common

As of the date of this filing, the outstanding Series X Preferred shares were 19,703.

From July 2023 through September 2024, with

consent of the holders, the Company used an $.80 share price in computing the number of shares to be issued to satisfy the dividend requirements,

even though the actual market price was substantially lower.

Starting in October 2024 the Company returned to a policy of using the actual

market price in determining the number of shares to be issued in satisfaction of the dividends.

D Preferred Stock

Each share of Series D Preferred Stock accrues dividends

on a quarterly basis in arrears, at the rate of 6% per annum of the Stated Value and to be paid within 15 days after the end of each

of our fiscal quarters.

The Series D Preferred Stock shares rank senior to all other preferred stock of the Company except in relation

to the Company’s Series X Preferred Stock with respect to the preferences as to dividends, distributions and payments upon the

liquidation, dissolution and winding up of the Company.

There is a single holder of the Series D Preferred shares at this time, with

an accrued value of approximately $30,000.

Compensation Plans

information on the Company’s equity compensation plans, see “Item 12.

Security Ownership of Certain Beneficial Owners and

Management and Related Stockholder Matters.”

Sales of Unregistered Shares

Stock Issuances in 2024

Common Stock Issuances

FY2024 the Company issued a total of 99,403 shares of restricted common stock for the payment

of the Series X Preferred stock dividends to the nine (9) holders.

Amounts noted include

shares issued for five (5) holders who subsequently cancelled their Series X Preferred shares.

issued to fulfill the dividend payment shall be determined based on the stock price on the date of the 15 th of the month, or

the following trading day if it falls on a weekend.

The Series X Preferred shares have 400 votes per share and votes with our Common Stock.

From July 2023 through September 2024, with consent of the holders, the Company used an $.80 share price in computing the number of shares

to be issued to satisfy the dividend requirements, even though the actual market price was substantially lower.

Starting in October 2024

the Company returned to a policy of using the actual market price in determining the number of shares to be issued in satisfaction of

the dividends.

During the year ended December 31, 2025, the Company

issued 2,400 shares of Series X Preferred Stock to the newly elected director of the Company for compensation in lieu of services in the

amount of $60,000.

During the year ended December 31, 2025, the Company

issued 20,000 shares of Series X Preferred Stock to an institutional investor and consultant for compensation in lieu of services in the

amount of $500,000.

As of December 31, 2025, a total of 42,103 shares

of Series X Preferred Stock were issued and outstanding.

Series D Preferred Stock

Each share of Series D Preferred Stock accrues

dividends on a quarterly basis in arrears, at the rate of 6% per annum of the Stated Value and to be paid within 15 days after the end

of each of our fiscal quarters.

The Series D Preferred Stock shares rank senior to all other preferred stock of the Company except in

relation to the Company’s Series X Preferred Stock with respect to the preferences as to dividends, distributions and payments upon

the liquidation, dissolution and winding up of the Company.

During the financial year ended December 31, 2025,

the Company and the holder of the Series D Preferred Stock entered into an Obligation Exchange Agreement whereby the outstanding Series

D Preferred Stock and all accrued dividends were exchanged the shares for common shares.

Equity Compensation Plans

For information on the Company’s equity

compensation plans, see “Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”

Recent Sales of Unregistered Shares

Common Stock Issuances in 2025

Restricted Common Stock Issuances

During FY2025 the Company issued a total of 161,042 shares of restricted common stock for the payment of the Series X Preferred stock dividends.

The issuances were as follows:

Holder Leath, a member of the Board of Directors, received a total of 16,304 shares for dividend payments;

Holder Balencic, a member of the Board of Directors, received a total of 16,304 shares for dividend payments;

Holder Mitchell, a former member of the Board of Directors, received a total of 16,304 shares for dividend payments;

Holder Clifton, a member of the Board of Directors, received a total of 2,941 shares for dividend payments;

Holder Anglo Irish Management LLC received a total of 109,189 shares for dividend payments.

During FY2025 the Company issued the following shares to the Directors in consideration for their contributions outside of their roles as a Director;

For efforts through June 30, 2025, Clifton was issued 175,000 shares of restricted stock upon his election to the board;

A consultant, A.

Colvin, upon her appointment as CTO, received a total of 200,000 shares of restricted stock as consideration for her efforts;

As part of its efforts to retain individuals and organization to assist in the Robo Agent software development, the Company issued shares of restricted common stock to the following;

Downey, 125,000 shares as consideration for their contributions;

Bowen, 50,000 shares as consideration for their contributions;

Hughes, 150,000 shares as consideration for their contributions;

Panunto, 200,000 shares as consideration for their contributions;

Smith, 100,000 shares as consideration for their contributions.

Caplan, 100,000 shares as consideration for their contributions.

Kupsch, 125,000 shares as consideration for their contributions.

During FY2025 the Company issued a total of 3,794,755 shares of restricted common stock for the redemptions of the Series A Preferred stock.

The issuances were as follows:

Holder Jefferson, received a total of 178,409 shares for redemption of 1,544 Series A shares;

Holder Cavalry, received a total of 769,919 shares for redemption of 6,642 Series A shares;

Holder AJB Capital, received a total of 1,309,280 shares for redemption of 12,131 Series A shares;

Holder GS Capital, received a total of 719,800 shares for redemption of 6,463 Series A shares;

Holder Mercer, received a total of 531,635 shares for redemption of 5,399 Series A shares.

Holder Pinz, received a total of 278,034 shares for redemption of 2,385 Series A shares.

Holder C/M Capital, received a total of 7,725 shares for redemption of 94 Series A shares.

During FY2025 the following issuances of restricted stock were made to certain holders of obligations of the Company:

Lindstrom received 75,000 shares in exchange for the cancellation of their accrued obligations, notes payable and related accrued interest, and exchange of their Series D shares and related accrued dividends along with the cancellation of all other obligations and all outstanding warrants;

Finnegan received 75,000 shares in exchange for the cancellation of their accrued obligations, notes payable and related accrued interest, along with the cancellation of all other obligations and all outstanding warrants;

Common Stock Issuances in 2024

Restricted Common Stock Issuances

During FY2024 the Company issued a total of 99,403 shares of restricted common stock for the payment of the Series X Preferred stock dividends to the nine (9) holders.

Amounts noted include shares issued for five (5) holders who subsequently cancelled their Series X Preferred shares.

The issuances were as follows:

Holder Crone received a total of 5,625 shares.

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DeLuca exchanged his Preferred X shares as of September 28, 2024, for common stock using a $4.00 per share valuation;

Diamond, former CEO, received a total of 5,148 shares.

Diamond exchanged his Preferred X

shares as of September 28, 2024, for common stock using a $4.00 per share valuation;

Riewold received a total of 2,813 shares.

Riewold exchanged his Preferred X shares as of

September 28, 2024, for common stock using a $4.00 per share valuation;

Lightmas received a total of 7,594 shares.

Lightmas exchanged his Preferred X shares as of

September 28, 2024, for common stock using a $4.00 per share valuation;

Mitchell, a member of the Board of Directors, received a total of 8,661 shares for dividend

Balencic, a member of the Board of Directors, received a total of 8,661 shares for dividend

Leath, a member of the Board of Directors, received a total of 8,661 shares for dividend

Anglo Irish Management LLC received a total of 45,122 shares for dividend payments.

FY2024 the Company issued the following shares to the Directors in consideration for their

contributions outside of their roles as a Director;

Holder Diamond, former CEO, received a total of 5,148 shares.

Diamond exchanged his Preferred X shares as of September 28, 2024, for common stock using a $4.00 per share valuation;

Holder Riewold received a total of 2,813 shares.

Riewold exchanged his Preferred X shares as of September 28, 2024, for common stock using a $4.00 per share valuation;

Holder Lightmas received a total of 7,594 shares.

Lightmas exchanged his Preferred X shares as of September 28, 2024, for common stock using a $4.00 per share valuation;

Holder Mitchell, a member of the Board of Directors, received a total of 8,661 shares for dividend payments;

Holder Balencic, a member of the Board of Directors, received a total of 8,661 shares for dividend payments;

Holder Leath, a member of the Board of Directors, received a total of 8,661 shares for dividend payments;

Holder Anglo Irish Management LLC received a total of 45,122 shares for dividend payments.

During FY2024 the Company issued the following shares to the Directors in consideration for their contributions outside of their roles as a Director;

For efforts through June 30, 2024, each of Leath, Balencic and Mitchell issued 100,000 shares of restricted stock each, a total of 300,000 shares in aggregate;

For efforts from July through December 31, 2024, each of Leath, Balencic and Mitchell issued 150,000 shares of restricted stock each, a total of 450,000 shares in aggregate.

members of the Advisory Board each received 75,000 shares of restricted stock for their contribution

over a 12-month period, a total of 525,000 shares, as follows:

Wade received 75,000 shares;

The members of the Advisory Board each received 75,000 shares of restricted stock for their contribution over a 12-month period, a total of 525,000 shares, as follows:

Advisor Wade received 75,000 shares;

Advisor Plybon received 75,000 shares;

Advisor McLoughlin received

75,000 shares;

Advisor McLoughlin received 75,000 shares;

Advisor Simon received 75,000 shares;

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Valania received 75,000 shares;

consultant, B.

Valania, who is handling sales and marketing for the Company’s Centcore

subsidiary, received a total of 200,000 shares of restricted stock as consideration for his

Lance, wife of the CEO Leath, received a total of 100,000 shares of restricted stock as a

part of the consideration for her web site business acquired in FY2024;

a part of the FY2024 restructuring the following issuances of restricted stock were made

to former executives of the Company, effective September 28, 2024:

Diamond, former CEO, received 12,500 shares in exchange for the cancellation of his Series

X Preferred shares, and 137,375 shares in exchange for cancellation of all other obligations

and all outstanding warrants;

Diamond, daughter of the former CEO, received 20,966 shares in exchange for cancellation

of all obligations and any and all outstanding warrants;

Brodmerkel, a former Director of the Company, received 5,212 shares in exchange for the cancellation

of all obligations and any and all outstanding warrants;

Howe, former CEO of the clinic subsidiary closed in FY2022, received 172,497 shares in exchange

for cancellation of all other obligations and any and all outstanding warrants;

Navqi, a former Director of the Company, received 4,500 in exchange for cancellation of all

other obligations and any and all outstanding warrants;

A consultant, B.

Valania, who is handling sales and marketing for the Company’s Centcore subsidiary, received a total of 200,000 shares of restricted stock as consideration for his efforts;

Lance, wife of the CEO Leath, received a total of 100,000 shares of restricted stock as a part of the consideration for her web site business acquired in FY2024;

As a part of the FY2024 restructuring the following issuances of restricted stock were made to former executives of the Company, effective September 28, 2024:

Diamond, former CEO, received 12,500 shares in exchange for the cancellation of his Series X Preferred shares, and 137,375 shares in exchange for cancellation of all other obligations and all outstanding warrants;

Diamond, daughter of the former CEO, received 20,966 shares in exchange for cancellation of all obligations and any and all outstanding warrants;

Brodmerkel, a former Director of the Company, received 5,212 shares in exchange for the cancellation of all obligations and any and all outstanding warrants;

Howe, former CEO of the clinic subsidiary closed in FY2022, received 172,497 shares in exchange for cancellation of all other obligations and any and all outstanding warrants;

Navqi, a former Director of the Company, received 4,500 in exchange for cancellation of all other obligations and any and all outstanding warrants;

Inturregi, a former Director of the Company, received 13,864 shares in exchange for the cancellation of all other obligations and any and all outstanding warrants;

Dobberlin, husband of a former officer of the Company, received 6,449 shares in exchange

for cancellation of all other obligations and any and all outstanding warrants

Case, a former officer of the clinic subsidiary closed in FY2022, received 30,802 shares

in exchange for cancellation of all other obligations and any and all outstanding warrants

a part of the FY2024 restructuring the following issuances of restricted stock were made

to current executives of the Company:

Mitchell, a current Director of the Company, received 27,040 shares in consideration of the

cancellation of all obligations to him prior to December 2023, including the cancellation

of all warrants;

Leath, a current Director of the Company, received 17,767 shares in consideration of the

cancellation of all obligations to him prior to December 2023, including the cancellation

of all warrants

a part of the FY2024 restructuring the following issuances of restricted stock were made

to certain holders of obligations of the Company, effective September 28, 2024:

Riewold received 12,500 shares in exchange for the cancellation of his Series X Preferred

shares and cancellation of all other obligations and all outstanding warrants;

Lightmas received 56,613 shares in exchange for the cancellation of his Series X Preferred

shares and cancellation of all other obligations and all outstanding warrants;

Crone received 18,025 shares in exchange for the cancellation of his Series X Preferred shares

and cancellation of all other obligations and all outstanding warrants;

Investments received 617,020 shares in exchange for the cancellation of all obligations and

all outstanding warrants;

East received 210,787 shares in exchange for the cancellation of all obligations and all

outstanding warrants;

Investments received 335,061 shares in exchange for the cancellation of all obligations and

all outstanding warrants;

Investments received 176,560 shares in exchange for the cancellation of all obligations,

including that of its principal, and all outstanding warrants;

Investments received 111,075 shares in exchange for the cancellation of all obligations and

all outstanding warrants;

Irish Management LLC received 58,718 shares in exchange for the cancellation of all obligations

and all outstanding warrants of one of its shareholders;

Dobberlin, husband of a former officer of the Company, received 6,449 shares in exchange for cancellation of all other obligations and any and all outstanding warrants

Case, a former officer of the clinic subsidiary closed in FY2022, received 30,802 shares in exchange for cancellation of all other obligations and any and all outstanding warrants

As a part of the FY2024 restructuring the following issuances of restricted stock were made to current executives of the Company:

Mitchell, a current Director of the Company, received 27,040 shares in consideration of the cancellation of all obligations to him prior to December 2023, including the cancellation of all warrants;

Leath, a current Director of the Company, received 17,767 shares in consideration of the cancellation of all obligations to him prior to December 2023, including the cancellation of all warrants

As a part of the FY2024 restructuring the following issuances of restricted stock were made to certain holders of obligations of the Company, effective September 28, 2024:

Riewold received 12,500 shares in exchange for the cancellation of his Series X Preferred shares and cancellation of all other obligations and all outstanding warrants;

Lightmas received 56,613 shares in exchange for the cancellation of his Series X Preferred shares and cancellation of all other obligations and all outstanding warrants;

Crone received 18,025 shares in exchange for the cancellation of his Series X Preferred shares and cancellation of all other obligations and all outstanding warrants;

Anson Investments received 617,020 shares in exchange for the cancellation of all obligations and all outstanding warrants;

Anson East received 210,787 shares in exchange for the cancellation of all obligations and all outstanding warrants;

Dragon Investments received 335,061 shares in exchange for the cancellation of all obligations and all outstanding warrants;

Mackay Investments received 176,560 shares in exchange for the cancellation of all obligations, including that of its principal, and all outstanding warrants;

Darling Investments received 111,075 shares in exchange for the cancellation of all obligations and all outstanding warrants;

Anglo Irish Management LLC received 58,718 shares in exchange for the cancellation of all obligations and all outstanding warrants of one of its shareholders;

The principals of Intereum, a vendor of the clinic operations, received 135,345 shares in exchange for the cancellation of all obligations and all outstanding warrants;

Enright received 68,625 shares in exchange for the cancellation of all obligations and all

outstanding warrants;

Hagan received 617,020 shares in exchange for the cancellation of all obligations and all

outstanding warrants;

Caplan received 37,238 shares in exchange for the cancellation of all obligations and all

outstanding warrants;

Bridges received 36,646 shares in exchange for the cancellation of all obligations and all

outstanding warrants;

Nommsen received 22,565 shares in exchange for the cancellation of all obligations and all

outstanding warrants;

Eisenberg, and his advisors, received 18,000 shares in exchange for the cancellation of all

obligations and all outstanding warrants;

Goff received 12,409 shares in exchange for the cancellation of all obligations and all outstanding

Lewis received 12,409 shares in exchange for the cancellation of all obligations and all

outstanding warrants;

Terry & Company received 11,573 shares in exchange for the cancellation of all obligations

and all outstanding warrants;

Schrier received 8,615 shares in exchange for the cancellation of all obligations and all

outstanding warrants;

Ramsdell received 6,500 shares in exchange for the cancellation of all obligations and all

outstanding warrants;

Schuler received 5,113 shares in exchange for the cancellation of all obligations and all

outstanding warrants;

Consulting received 2,500 shares in exchange for the cancellation of all obligations and

all outstanding warrants;

Listing, LLC 750 shares in exchange for the cancellation of all obligations and all outstanding

Enright received 68,625 shares in exchange for the cancellation of all obligations and all outstanding warrants;

Hagan received 617,020 shares in exchange for the cancellation of all obligations and all outstanding warrants;

Caplan received 37,238 shares in exchange for the cancellation of all obligations and all outstanding warrants;

Bridges received 36,646 shares in exchange for the cancellation of all obligations and all outstanding warrants;

Nommsen received 22,565 shares in exchange for the cancellation of all obligations and all outstanding warrants;

Eisenberg, and his advisors, received 18,000 shares in exchange for the cancellation of all obligations and all outstanding warrants;

Goff received 12,409 shares in exchange for the cancellation of all obligations and all outstanding warrants;

Lewis received 12,409 shares in exchange for the cancellation of all obligations and all outstanding warrants;

Carter, Terry & Company received 11,573 shares in exchange for the cancellation of all obligations and all outstanding warrants;

Schrier received 8,615 shares in exchange for the cancellation of all obligations and all outstanding warrants;

Ramsdell received 6,500 shares in exchange for the cancellation of all obligations and all outstanding warrants;

Schuler received 5,113 shares in exchange for the cancellation of all obligations and all outstanding warrants;

Imeson Consulting received 2,500 shares in exchange for the cancellation of all obligations and all outstanding warrants;

Exchange Listing, LLC 750 shares in exchange for the cancellation of all obligations and all outstanding warrants;

SELECTED FINANCIAL DATA

of Being a Smaller Reporting Company

are a “smaller reporting company” as defined in the Exchange Act.

We may take advantage of certain of the scaled disclosures

available to smaller reporting companies so long as the market value of our voting and non-voting Common Stock held by non-affiliates

is less than $250.0 million measured on the last business day of our most recently completed second fiscal quarter, or our annual revenue

is less than $100.0 million during the most recently completed fiscal year and the market value of our Common Stock held by non-affiliates

is less than $700.0 million measured on the last business day of our most recently completed second fiscal quarter.

To the extent we

take advantage of such reduced disclosure obligations, it may also make comparisons of our financial statements with other public companies

difficult or impossible.

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

following discussion and analysis should be read in conjunction with and is qualified in its entirety by and should be read together

with our financial statements and the related notes thereto appearing elsewhere in this filing.

This discussion contains certain forward-looking

statements that involve risks and uncertainties, as described under the heading “Cautionary Note Regarding Forward-Looking

Statements .” Actual results could differ materially from those projected in the forward-looking statements.

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

On December 9, 2015, we restructured our operations and acquired Newco4pharmacy, LLC, a development stage company which sought

to acquire compounding pharmacy businesses.

Implications of Being a Smaller Reporting

We are a “smaller reporting company”

as defined in the Exchange Act.

We may take advantage of certain of the scaled disclosures available to smaller reporting companies so

long as the market value of our voting and non-voting Common Stock held by non-affiliates is less than $250.0 million measured on the

last business day of our most recently completed second fiscal quarter, or our annual revenue is less than $100.0 million during the most

recently completed fiscal year and the market value of our Common Stock held by non-affiliates is less than $700.0 million measured on

the last business day of our most recently completed second fiscal quarter.

To the extent we take advantage of such reduced disclosure

obligations, it may also make comparisons of our financial statements with other public companies difficult or impossible.

MANAGEMENT ’ S DISCUSSION

AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis

should be read in conjunction with and is qualified in its entirety by and should be read together with our financial statements and the

related notes thereto appearing elsewhere in this filing.

This discussion contains certain forward-looking statements that involve risks

and uncertainties, as described under the heading “Cautionary Note Regarding Forward-Looking Statements .” Actual

results could differ materially from those projected in the forward-looking statements.

Company Overview

Mitesco 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,

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

2020 through 2022, our operations were focused on establishing general practice medical clinics utilizing nurse practitioners under The

Good Clinic name and development and acquisition of telemedicine technology.

We opened our first The Good Clinic in Minneapolis, Minnesota

in the first quarter of 2021 and had six operating clinics during the year ended December 31, 2022, with two additional sites under contract.

In the fourth quarter of fiscal 2022, we made the strategic decision to close the entire clinic operation and release our staff due to

a lack of profitability.

The financial results and obligations are now accounted for as “discontinued operations”.

Business Operations

are a holding company seeking to provide products, services and technology.

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.

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

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.

In October 2023, the Company changed its domicile from Delaware to Nevada in order to effect

reduced costs.

From 2020 through 2022, our operations were focused

on establishing general practice medical clinics utilizing nurse practitioners under The Good Clinic name and development and acquisition

of telemedicine technology.

We opened our first The Good Clinic in Minneapolis, Minnesota in the first quarter of 2021 and had six operating

clinics during the year ended December 31, 2022, with two additional sites under contract.

In the fourth quarter of fiscal 2022, we made

the strategic decision to close the entire clinic operation and release our staff due to a lack of profitability.

The financial results

and obligations are now accounted for as “discontinued operations”.

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.

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.

Over time we expect to create similar situations with other data centers worldwide

based on our clients’ specific needs.

We are also evaluating the development of a network of smaller format (5,000 to 10,000 square

foot) data centers inside of existing facilities.

We believe that this approach may allow us to expand capacity with a minimal capital

The existing facilities we are targeting generally have sufficient power, often with a substation nearby.

These types of

buildings usually have backup generators, HVAC, water and security in a form that would support a data center environment.

We have retained experienced professionals in

1 unchanged sentence

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.

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

Later versions may include similar functionality focused on other markets, generally in a “business to consumer”

(B2C) selling situation.

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.

Debt Restructuring

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.

30, 2024, the Company had over $30 million in senior securities, notes and accounts payable related to that discontinued operation.

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.

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

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.

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

part of the restructuring, the Company agreed to register shares of Common Stock issued and to be issued to Series A Preferred Stockholders.

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.

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.

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:

Plybon is a cybersecurity professional with a strong background in data privacy with CIPP/US and CIPP/E certifications.

licensed attorney with a deep understanding of state, federal, and global data protection laws and regulations.

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;

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.

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.

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.

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.

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.

of Operations

following period-to-period comparisons of our financial results are not necessarily indicative of results for the current period or any

future periods.

Further, as a result of any acquisitions of other businesses, and any additional pharmacy acquisitions or other such

transactions we may pursue, we may experience large expenditures specific to the transactions that are not incident to our operations.

of the Twelve Months ending December 31, 2024, and 2023.

had revenues of $43,700 for the twelve months ended December 31, 2024, compared to $0 in the comparable period.

The revenues were related

to our newly formed subsidiary Centcore, LLC, and include sale of remote backup, general business applications, engineering analysis

software and digital marketing related to our residential real estate software development effort.

total operating expenses for twelve months ended December 31, 2024, were $1,207,241.

For the comparable period in 2023, the operating

expenses were $2,586,668.

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

LLC subsidiary.

Income and Expenses

Interest expense was $409,745 for the twelve months ended December

31, 2024, compared to $1,615,591 for the twelve months ended December 31, 2023.

The decrease was a result of reduced debt balances in

the current period.

expense – related parties was $28,474 for the twelve months ended December 31, 2024, compared to $109,502 in the prior period.

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

the twelve months ended December 31, 2024, we recorded a gain on termination of operating lease of $869,690.

There were no comparable

transactions in the prior period.

the twelve months ended December 31, 2023, we recorded equity investment incentives of approximately $7.6 million.

There were no comparable

transactions in the current period.

During the twelve months ended December 31, 2024, we recorded a gain

on settlement of debt of $515,964 compared to $25,000 for the twelve months ended December 31, 2023.

During the twelve months ended December 31, 2024, we recorded a gain

on settlement of accounts payable of $2,289,283 compared to $185,487 for the twelve months ended December 31, 2023.

the twelve months ended December 31, 2023, we recorded a gain on sales of assets of $8,876.

There were no comparable transactions in

the current period.

the twelve months ended December 31, 2023, we recorded a loss on settlement of true-up obligation of $119,370.

There were no comparable

transactions in the current period.

the twelve months ended December 31, 2023, we recorded a loss on legal settlement of $18,759.

There were no comparable transactions in

the current period.

The Vero Technology Ventures (VTV) subsidiary

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 FY2026.

Later versions may

include similar functionality focused on other markets, generally in a “business to consumer” (B2C) selling situation.

In August 2025 we retained a highly qualified

executive to begin development of our Robo Agent product set on a consulting basis at a rate of $10,000 per month.

We have also recruited

three (3) additional contract programmers to accelerate the overall process.

In September 2025 we received a contract for development

of a new application intended to effect the listing and sale of properties and products specifically related to sports, and the pickleball

arena initially.

We expect this project to be executed using both internal and external resources and to be completed in late FY2026.

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.

Results of Operations

The following period-to-period comparisons of

our financial results are not necessarily indicative of results for the current period or any future periods.

Further, as a result of

any acquisitions of other businesses, and any additional pharmacy acquisitions or other such transactions we may pursue, we may experience

large expenditures specific to the transactions that are not incident to our operations.

Comparison of the Twelve Months ending December 31, 2025, and

We had revenues of $38,700 for the twelve months

ended December 31, 2025, compared to $43,700 in the comparable period.

The revenues were related to our subsidiary Centcore, LLC, and

include sale of remote backup, general business applications, engineering analysis software and digital marketing related to our residential

real estate software development effort.

Operating Expenses

Our total operating expenses for twelve months

ended December 31, 2025, were $1,916,733.

For the comparable period in 2024, the operating expenses were $1,207,241.

The increase is the

result of the Company’s focus on establishing the operations of its newly formed subsidiaries as well as development of a software

platform in addition to stock-based compensation expense of $824,650 for the year ended December 31, 2025 compared to $702,016 for the

comparable period.

In addition, we recorded a loss on the impairment of our intangible assets in the amount of $113,021 for the year ended

December 31, 2025.

Other Income and Expenses

Interest expense was $1,470,101 for the twelve

months ended December 31, 2025, compared to $409,745 for the twelve months ended December 31, 2024.

The increase was a result of increased

debt balances in the current period.

Interest expense – related parties was $5,797

for the twelve months ended December 31, 2025, compared to $28,474 in the prior period.

The decrease was a result of reduced debt balances

in the current period as a result of the obligation exchange agreements.

During the twelve months ended December 31, 2025,

we recorded a loss of $4,585,124 on the revaluation of derivative liabilities under the default provision of certain securities, compared

to a loss on revaluation of derivative liabilities of $85,773 in the prior period.

the twelve months ended December 31, 2024, we had a net loss available to common shareholders from discontinued operations of $0, compared

to a net loss available to common shareholders from discontinued operations of $1,368,991 for the twelve months ended December 31, 2023.

For the twelve months ended December 31, 2024, we had an overall net

loss available to common shareholders of $2,842,256, compared to a net loss available to common shareholders of $15,052,144 for the twelve

months ended December 31, 2023.

and Capital Resources

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 December 31, 2024, we had cash of approximately $3,400 compared to cash of

approximately $2,800 as of December 31, 2023.

Our Company’s recurring losses from operations and negative cash flows from operations

and our need to raise additional funding to finance our operations raise substantial doubt about our ability to continue as a going concern.

Net cash used in operating activities was $514,409

we recorded a gain on settlement of accounts payable of $562,793 compared to $2,289,283 for the twelve months ended December 31, 2024

as a result of more obligations being settled in in the prior period as compared to the current period.

During the twelve months ended December 31, 2025, we recorded

a loss on legal settlement of $500,000.

There were no comparable transactions in the prior period.

During the twelve months ended December 31, 2025,

we recorded a loss on the redemption of preferred shares of $646,653.

There were no comparable transactions in the prior period.

During the twelve months ended December 31, 2025,

we recorded a gain on the change in fair value of contingent consideration of $150,000.

There were no comparable transactions in the prior

During the twelve months ended December 31, 2024,

we recorded a Gain on termination of operating lease of $869,690.

There were no comparable transactions in the current period.

During the twelve months ended December 31, 2024,

we recorded a Gain on settlement of notes payable of $515,964.

There were no comparable transactions in the current period.

During the twelve months ended December 31, 2025,

we recorded a gain of $4,286,515 on the revaluation of derivative liabilities under the default provision of certain securities compare

to a loss on the revaluation of derivative liabilities of $4,585,124 in the prior period.

For the twelve months ended December 31, 2025,

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

the operations of the new Centcore business, along with SEC compliance, accounting and audit-related expenses.

Cash used in operations

for the twelve months ended December 31, 2023, was $759,730, of which $698,611 was related to cash used in operating activities from discontinued

cash used in investing activities for the twelve months ended December 31, 2024, was $5,000 related to the purchase of the AgingTopic.

During the twelve months ended December 31, 2023, the Company had no investing activities.

cash provided by financing activities for the twelve months ended December 31, 2024, was $519,973, compared to $726,945 for the twelve

months ended December 31, 2023.

Cash provided by financing activities was the result of cash proceeds from promissory notes of $548,000,

offset by the repayment of principal on the SBA loan in the amount of $28,027.

we had an overall net income available to common shareholders of $145,566, compared to a net loss available to common shareholders of

$2,842,256 for the twelve months ended December 31, 2024.

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 December 31, 2025, we had cash of approximately $100,857 compared to cash of approximately $3,402 as of December 31, 2024.

Our Company’s

recurring losses from operations and negative cash flows from operations and our need to raise additional funding to finance our operations

raise substantial doubt about our ability to continue as a going concern.

Net cash used in operating activities was $701,585

for the twelve months ended December 31, 2025 compared to cash used in operations for the twelve months ended December 31, 2024, was $514,409.

This is the result of establishing the operations of the Company’s newly formed subsidiaries.

During the twelve months ended December 31, 2025,

the Company had no investing activities.

During the twelve months ended December 31, 2024, the Company paid $5,000 for the acquisition

of a business.

Net cash provided by financing activities for

the twelve months ended December 31, 2025, was $799,040, compared to $519,973 for the twelve months ended December 31, 2024.

Cash provided

by financing activities was the result of cash proceeds from sale of series A preferred stock of $125,000, convertible notes payable of

$500,000 and notes payable of $200,000, offset by the repayment of principal on the SBA loan in the amount of $25,960.

At December 31, 2025, we had the following current liabilities which

are payable in cash:

Accounts payable and accrued liabilities of $4.4 million;

Accounts payable and accrued liabilities of approximately $4 million;

notes payable of $.6 million;

notes payable to related

parties of $0.06 million;

SBA Loan Payable of $0.4 million;

SBA Loan Payable

of approximately $0.4 million;

property-related settlements of $3.4 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.

the following liabilities which are payable in stock:

derivative liabilities of $4.7 million, Series A Preferred Stock liability of $5.2

million, and preferred stock dividends payable to related parties of $0.01 million.

We have agreements from four (4) of our institutional

investors to provide interim funding so that the Company may stay current with its accounting and reporting requirements under the Securities

Act of 1934, settle obligations from the prior healthcare clinic operations and find a new business area to engage within.

Through December

31, 2024, the total amount loaned under 12-month, 10% interest simple notes were $548,000, with roughly $250,000 attributable to accounting

and compliance, $50,000 generally related to settlements and legal related, with the remaining for general expenses including T&E

and communications.

All amounts loaned through December 31, 2024, were converted into Series A preferred stock.

In May 2024 we reached an agreement with the holders

of our Series F Preferred shares to waive all interest payments permanently beginning May 15, 2024.

This creates a reduction in accrued

interest of over $200,000 per month.

Similar adjustments with other holders of debt and interest paying equity are expected.

As of December

31, 2024, all shares of the Series F Preferred stock have been cancelled in exchange for either restricted common stock, or the newly

created Series A Preferred stock.

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.

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:

CASH PAYMENT OBLIGATION

DEFAULT JUDGEMENT

LOUIS PARK, MN

DEFAULT JUDGEMENT

CONTINENTAL 560

DEFAULT JUDGEMENT

SETTLEMENT AGREEMENT

DEFAULT JUDGEMENT

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.

accrued interest payable of $0.4 million;

and other current

liabilities of $0.2 million.

We also have the following liabilities which are payable in stock:

derivative liabilities of $0.4 million,

Series A Preferred Stock liability of approx.

$9.4 million, and preferred stock dividends payable of $0.03 million.

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

Small Business Administration (the “SBA”).

2020, the Company entered an unsecured Promissory Note with Bank of America for a loan in the original principal amount of $460,400,

and the Company received the full amount of the loan proceeds on May 4, 2020 (the “PPP Loan”).

The PPP Loan bears interest

at the rate of 1% per year.

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

July 12, 2023, the Company received confirmation of a payment plan arrangement from the SBA.

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 SBA confirmed the balance due on the loan,

including principal and interest, was $467,117.

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 the restructure of debt in the amount of $40,622 was recorded on this transaction during the

twelve months ended December 31, 2023, and the balance of the loan was recorded at the amount of $421,788 representing the net cash flows

discounted at 1%.

During the twelve months ended December 31, 2023, the Company made principal payments of $11,555 on this loan;

the twelve months ended December 31, 2023, the Company recorded interest in the amount of $5,719 on this loan.

For the year ended December

31, 2024, the Company will have incurred $4,128 of interest for this loan and made payments of $28,027.

Debt for Equity Agreement and other obligations from discontinued clinic operations

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.

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.

of the date of this filing the Company is continuing an effort to negotiate a settlement of any remaining obligations to this vendor.

Based on our current discussions with Gardner we have an obligation of $2.2 million represented in the financial statements which yet

to be resolved.

We expect to ultimately resolve this through an equity issuance essentially in a form similar to others noted in our

2024 Restructuring Plan.

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.

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 SBA confirmed the balance due on the loan, including principal and interest, was $467,117.

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 the

restructure of debt in the amount of $40,622 was recorded on this transaction during the twelve months ended December 31, 2023, and the

balance of the loan was recorded at the amount of $421,788 representing the net cash flows discounted at 1%.

During the twelve months

ended December 31, 2025 and 2024, the Company made principal payments of $25,960 and $28,027 on this loan;

during the twelve months ended

December 31, 2025 and 2024, the Company recorded interest in the amount of $3,845 and $4,128 on this loan.

Bridge Financing

On October 31, 2025, the Company entered into

a Senior Secured 10% Original Issue Discount Convertible Promissory Note (the “October 2025 Bridge Note”) with C/M Capital

Master Fund, L.P.

with the executed documentation providing for up to a potential total funding of $1 million, with an initial funding

Under the terms of the 18-month note, the Company is obligated to repay a total of $275,000 as the note includes a 10% original

issue discount.

The note bears no interest unless in default and may be converted into common stock of the Company at $0.15 per share,

subject to certain adjustments.

The obligations under the October 2025 Bridge Note are guaranteed by the subsidiaries of the Company and

include a pledge of the securities the Company’s subsidiaries and a first priority senior security interest in all the Company’s

On December 19, 2025 the “Company entered

into a second Senior Secured 10% Original Issue Discount Convertible Promissory Note (the “December 2025 Bridge Note”) with

C/M Capital Master Fund, L.P.

under the previously executed $1 million funding arrangement.

Under the terms of the 18-month note, the

Company is obligated to repay a total of $275,000 as the note includes a 10% original issue discount.

The note bears no interest unless

in default and may be converted into common stock of the Company at $0.15 per share, subject to certain adjustments.

The obligations under

the December 2025 Bridge Note are guaranteed by the subsidiaries of the Company and include a pledge of the securities of the Company’s

subsidiaries and a first priority senior security interest in all the Company’s assets.

On February 23, 2026, the Company entered into

a third Senior Secured 10% Original Issue Discount Convertible Promissory Note (the “February 2026 Bridge Note”) with C/M

Capital Master Fund, L.P.

and WVP Emerging Manager Onshore Fund, under the previously executed $1 million funding arrangement.

terms of the 18-month note, the Company is obligated to repay a total of $137,500 as the note includes a 10% original issue discount.

The note bears no interest unless in default and may be converted into common stock of the Company at $0.15 per share, subject to certain

The obligations under the February 2026 Bridge Note are guaranteed by the subsidiaries of the Company and include a pledge

of the securities the Company’s subsidiaries and a first priority senior security interest in all the Company’s assets.

Subsequent Events.

On April 10, 2026, the Company entered into a

10% Original Issue Discount Convertible Promissory Note (the “April 2026 Bridge Note”) with Pinz Capital with a $50,000 purchase

The note bears interest of 10%, and has a maturity date 12 months from the date of the note.

Under the terms of the note, the Company

is obligated to repay a total of $55,000 as the note includes a 10% original issue discount.

The note may be converted into common stock

of the Company at the lessor of $0.15 or 65% of the lowest trading price of the 10 prior trading days per share, subject to certain adjustments.

See Subsequent Events.

Our financial statements as of December 31, 2025,

3 unchanged sentences

may be reversed on negotiations, and it is our goal to settle the remaining amounts with non-cash consideration as noted above.

can be no assurance that all of these vendors will be willing to settle their obligations with the Company on the proposed terms, or

in amounts acceptable to the Company.

We remain undercapitalized and until we have resolved most of these obligations it is unlikely

that we will be able to attract sufficient capital on reasonable terms to execute our business strategy.

We remain committed to the resolution

of these outstanding items in a fair and timely manner.

Accounting Policies

believe that the accounting policies described below are critical to understanding our business, results of operations and financial

condition because they involve the use of more significant judgments and estimates in the preparation of our consolidated financial statements.

An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that

are highly uncertain at the time the estimate is made, and any changes in the assumptions used in making the accounting estimates that

are likely to occur could materially impact our consolidated financial statements.

Company follows the guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)

606, Revenue from Contracts with Customers (the “new revenue standard”) to all contracts using the modified retrospective

is recognized based on the following five step model:

Identification

of the contract with a customer

Identification

of the performance obligations in the contract

Determination

of the transaction price

of the transaction price to the performance obligations in the contract

of revenue when, or as, the Company satisfies a performance obligation

Company primarily earns revenue by providing generic data center services, which 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.

Data center service

revenue is recognized on a monthly basis as the services are provided.

There can be no assurance that all of these vendors

will be willing to settle their obligations with the Company on the proposed terms, or in amounts acceptable to the Company.

undercapitalized and until we have resolved most of these obligations it is unlikely that we will be able to attract sufficient capital

on reasonable terms to execute our business strategy.

We remain committed to the resolution of these outstanding items in a fair and timely

Critical Accounting Policies

We believe that the accounting policies described

below are critical to understanding our business, results of operations and financial condition because they involve the use of more significant

judgments and estimates in the preparation of our consolidated financial statements.

An accounting policy is deemed to be critical if

it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is

made, and any changes in the assumptions used in making the accounting estimates that are likely to occur could materially impact our

consolidated financial statements.

Revenue Recognition

The Company follows the guidance of the Financial

Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with

Customers (the “new revenue standard”) to all contracts using the modified retrospective method.

Revenue is recognized based on the following five

Identification of the contract with a customer

Identification of the performance obligations in the contract

Determination of the transaction price

Allocation of the transaction price to the performance obligations in the contract

Recognition of revenue when, or as, the Company satisfies a performance obligation

The Company primarily earns revenue by providing

generic data center services, which 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.

Data center service revenue is recognized on a monthly basis as

the services are provided.

Stock-Based Compensation

We recognize compensation costs to employees under

2 unchanged sentences

the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial

statements over the period during which employees are required to provide services.

statements over the period during which performance is required.

Share-based compensation cost for stock options is

4 unchanged sentences

option grant.

instruments issued to other than employees are recorded pursuant to the guidance contained in ASU 2018-07 (“ASU 2018-07”),

Improvements to Non-employee Share-Based Payment Accounting, which simplified the accounting for share-based payments granted to non-employees

for goods and services.

Under the ASU 2018-07, most of the guidance on such payments to non-employees would be aligned with the requirements

for share-based payments granted to employees.

of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever

events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability of assets to

be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected

to be generated by the asset.

If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized

in the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Assets to be disposed of would be separately

presented in the consolidated balance sheet and reported at the lower of the carrying amount or fair value, less costs to sell and are

no longer depreciated.

The assets and liabilities of a disposal group classified as held-for-sale would be presented separately in the

appropriate asset and liability sections of the consolidated balance sheet, if material.

Sheet Arrangements

We have no off-balance sheet arrangements that have

or are likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results

of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that

have or are likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses,

results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity