What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-04-15 compared with 2025-03-31 · 1172 added, 1663 removed, 338 unchanged (89% of the section changed)

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

TO THE CONSOLIDATED FINANCIAL STATEMENTS

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB 6920 )

35 CONSOLIDATED BALANCE SHEETS

36 CONSOLIDATED STATEMENTS OF OPERATIONS

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

38 CONSOLIDATED STATEMENTS OF CASH FLOWS

40 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and

MITESCO, INC.

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

F-2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB 6920 )

F-4 CONSOLIDATED BALANCE SHEETS

F-5 CONSOLIDATED STATEMENTS OF OPERATIONS

F-6 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

F-7 CONSOLIDATED STATEMENTS OF CASH FLOWS

F-9 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

REPORT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Mitesco, Inc.

on the Financial Statements

have audited the accompanying consolidated balance sheets of Mitesco, Inc.

(the “Company”) as of December 31, 2024 and 2023,

and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each of the years in

the two-year period ended December 31, 2024, and the related notes (collectively referred to as the financial statements).

In our opinion,

the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and

2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity

with accounting principles generally accepted in the United States of America.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheets of Mitesco, Inc.

(the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements

of operations, changes in stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2025,

and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly,

in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and

its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally

accepted in the United States of America.

Substantial Doubt about the Company’s

ability to Continue as a Going Concern

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern.

As discussed in Note 2, the Company has incurred net losses and working

capital deficits.

These factors, and the need for additional financing in order for the Company to meet its business plans raises substantial

doubt about the Company’s ability to continue as a going concern.

Our opinion is not modified with respect to that matter.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are

required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

Audit Matters

critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated

or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

described in Note 10 and 12 to the Company’s consolidated financial statements, when the Company issues debt that contains a conversion

feature, it first evaluates whether the conversion feature meets the requirements to be treated as a derivative.

If the conversion

feature within convertible debt meets the requirements to be treated as a derivative, the Company estimates and records the fair value

of the derivative liability upon the date of issuance.

The derivative liability is revalued at the end of each reporting period.

identified the Company’s application of the accounting for convertible notes as a critical audit matter.

The principal

considerations for our determination of this critical audit matter related to the high degree of subjectivity in the Company’s

judgments in determining the qualitative factors.

Auditing these judgments and assumptions by the Company involves auditor

judgment due to the nature and extent of audit evidence and effort required to address these matters.

primary procedures we performed to address these critical audit matters included the following:

obtained debt and warrant related agreements and performed the following procedures:

agreements for all relevant terms.

management’s identification and treatment of agreement terms.

- Recalculated

management’s fair value of each conversion feature based on the terms in the agreements.

the terms and evaluated the appropriateness of management’s application of their accounting

policies, along with their use of estimates, in the determination of the amortization of

the debt discount.

the Company’s specialist calculation of the fair value of the derivative liability, including the assumptions and inputs used,

and engaged an independent specialist to assess the reasonableness of the Company’s calculation and provide an independent

expectation of the fair value.

Audit & Advisory LLC

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below

are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to

the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our

especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion

on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions

on the critical audit matters or on the accounts or disclosures to which they relate.

As described in Note 3 and Note 11 of the Company’s

consolidated financial statements, during the years ended December 31, 2025 and 2024, the Company analyzes the conversion option of notes

payable for derivative accounting under ASC 815, Derivative and Hedging .

If the conversion feature within convertible debt meets

the requirements to be treated as a derivative, the Company estimates and records the fair value of the derivative liability.

derivative liability is revalued at the end of each reporting period.

We identified the Company’s application

of the accounting for derivative liabilities as a critical audit matter.

The principal considerations for our determination

of this critical audit matter related to the high degree of subjectivity in the Company’s judgments in determining the qualitative

inputs of the estimate.

Auditing these judgments and assumptions by the Company involves auditor judgment due to the nature

and extent of audit evidence and effort required to address these matters.

Our audit procedures related to the accounting

for and valuation of derivative liabilities included the following, among others:

Obtaining an understanding of and evaluating management’s process for accounting for and determining the fair value of the derivatives.

Evaluating the appropriateness of the valuation methods and assumptions utilized to determine the fair value of the derivative financial instruments.

Evaluating the professional credentials of management’s valuation specialist.

Utilizing a valuation specialist with the skills and knowledge to assist in (i) evaluating management’s methodology to determine fair value (ii) testing the mathematical accuracy of the models;

and (iii) evaluating the reasonableness of the significant assumptions related to volatility.

Testing the completeness and accuracy of the underlying data utilized by management in the models.

/s/ Astra Audit & Advisory LLC

Astra Audit & Advisory LLC

We have served as the Company’s auditor since 2024.

Tampa, Florida

March 31, 2025

BALANCE SHEETS

April 15, 2026

MITESCO, INC.

CONSOLIDATED BALANCE SHEETS

Current assets

4 unchanged sentences

Intangible assets, net

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities

3 unchanged sentences

Derivative liabilities

Deferred Revenue

Royalty payable

1 unchanged sentence

Notes payable, net of discounts

Notes payable - related parties, net of discounts

Notes Payable, Related Parties, Net

SBA loan payable

Convertible Notes Payable, Net

Other current liabilities

7 unchanged sentences

Commitments and contingencies (Note 16)

Stockholders’ equity (deficit)

Stockholders’ deficit

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

500,000 shares designated Series A;

10,000,000 shares designated Series D;

10,000 shares designated as Series E;

140,000 shares designated as Series F;

and 27,324 shares designated Series X:

Preferred stock, Series D, $ 0.01 par value, 25,000 and 250,000 shares issued and outstanding as of December 31, 2024, and 2023

Preferred stock, Series E, $ 0.01 par value, no shares issued and outstanding as of December 31, 2024, and 2023

Preferred stock, Series F, $ 0.01 par value, 0 and 20,057 shares issued and outstanding as of December 31, 2024, and 2023

Preferred stock, Series X, $ 0.01 par value, 19,703 and 24,227 shares issued and outstanding at December 31, 2024, and 2023

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

Preferred stock, Series D, $ 0.01 par value, no share and 25,000 shares issued and outstanding as of December 31, 2025, and December 31, 2024, respectively

Preferred stock, Series F, $ 0.01 par value, no shares issued and outstanding as of December 31, 2025 and December 31, 2024

Preferred stock, Series X, $ 0.01 par value, 42,103 and 19,703 shares issued and outstanding at December 31, 2025, and December 31, 2024.

Common stock, $ 0.01 par value, 500,000,000 shares authorized, 15,093,055 and 9,762,258 shares issued and outstanding as of December 31, 2025, and 2024, respectively

1 unchanged sentence

Accumulated deficit

Total stockholders’ equity (deficit)

Total liabilities and stockholders’ equity (deficit)

accompanying notes are an integral part of these audited consolidated financial statements.

STATEMENTS OF OPERATIONS

( 63,356,627 )

( 63,855,351 )

Total stockholders’ deficit

( 23,472,591 )

( 26,415,946 )

Total liabilities and stockholders’ deficit

The accompanying notes are an integral part of

these audited consolidated financial statements.

MITESCO, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Years Ended

2 unchanged sentences

General and administrative

Impairment of fixed assets

Software development

Impairment of intangible assets

Total operating expenses

6 unchanged sentences

Interest expense - related parties

Equity investment incentives

( 7,644,077 )

Financing costs

Gain on termination of operating lease

Gain on settlement of notes payable

Loss on legal settlement

Loss on true-up shares

(Loss) Gain on settlement of accounts payable

Gain on sale of assets

Gain on conversion of notes into common stock

(Loss) on conversion of accrued salaries and Series D preferred stock into Series F preferred stock

Gain on settlement of operating leases

Loss on revaluation of derivative liabilities

Gain on settlement of accounts liabilities

Loss on redemption of Series A preferred

Change in fair value of contingent considerations

Gain (loss) on revaluation of derivative liabilities

( 4,585,124 )

1 unchanged sentence

( 1,348,406 )

Consolidated net income (loss) before taxes

( 2,511,947 )

Loss before provision for income taxes

Provision for income taxes

Consolidated net income (loss) after taxes

( 2,511,947 )

Preferred stock dividends

Preferred stock dividends - related parties

Deemed contribution

Net income (loss) available to common shareholders

$ ( 2,842,256 )

Provision for income taxes

Net loss from continuing operations

Basic Net income (loss) per common share

Dilutive Net loss per common share

Weighted average shares outstanding - basic

Weighted average shares outstanding - diluted

The accompanying notes are an integral part of

these audited consolidated financial statements.

MITESCO, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS ’ DEFICIT

FOR THE YEAR ENDED DECEMBER 31, 2025 and 2024

December 31, 2023

$ ( 62,046,824 )

$ ( 14,131,757 )

Net loss from discontinued operations

issued for compensation

X shares issued as compensation

of accounts payable to common stock

of debt to common stock by a related party

of debt to common stock

of Series F Preferred Stock and accrued dividends to common stock

of Series D Preferred Stock and accrued dividends to common stock

of Series X Preferred Stock to common stock

of Series D and Series F Preferred for Series A Preferred

( 11,853,882 )

( 11,151,829 )

stock dividends

( 1,033,729 )

Preferred stock dividends

( 1,033,729 )

Preferred stock dividends - related parties

Deemed contribution

Net loss available to common shareholders

issued for Series X dividends

of true-up obligation on commitment shares

Establishment

of derivative liability of conversion feature upon default

( 2,511,947 )

Net loss per share from continuing operations – basic

Net loss per share from discontinued operations – basic

Net loss per share - basic and diluted - basic

Net loss per share from continuing operations – diluted

Net loss per share from discontinued operations – diluted

Net loss per share - basic and diluted - diluted

Weighted average shares outstanding - basic

Weighted average shares outstanding - diluted

accompanying notes are an integral part of these audited consolidated financial statements.

STATEMENTS OF CHANGES IN STOCKHOLDERS ’ EQUITY (DEFICIT)

FOR THE YEAR ENDED DECEMBER 31, 2024 and 2023

Preferred Stock Series C

Preferred Stock Series D

Preferred Stock Series F

Preferred Stock Series X

Balance, December 31, 2022

Shares issued for conversion of note payable

Shares issued as commission for fundraising

Shares issued for true-up agreement

Conversion of accrued salary, debt, and board fees to common stock by a related party

Conversion of accounts payable to common stock

Issuance of common stock to a service provider

Shares issued pursuant to legal settlement

Shares issued previously subscribed

Vesting of stock options issued to employees

Series A Dividends previously satisfied

Shares issued for Series X dividends

Shares issued for conversion of accounts payable

Shares sold for cash, net of costs

Conversion of Series C Preferred Stock to Series F Preferred Stock

Conversion of Series D Preferred Stock to Series F Preferred Stock

Conversion of Series D Preferred Stock and accrued salaries to Series F Preferred Stock by related party

Conversion of Debt to Series F Preferred Stock

Conversion of debt and accrued salaries to Series F Preferred Stock by related parties

Forgiveness of related party loans for sale of assets

Preferred stock dividends

Balance, December 31, 2023

Shares issued for compensation

Series X shares issued as compensation

Conversion of accounts payable to common stock

Conversion of debt to common stock by a related party

Conversion of debt to common stock

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

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

Conversion of Series X Preferred Stock to common stock

Exchange of Series D and Series F Preferred for Series A Preferred

Preferred stock dividends

Shares issued for Series X dividends

Release of true-up obligation on commitment shares

Establishment of derivative liability of conversion feature upon default

Balance, December 31, 2024

accompanying notes are an integral part of these audited consolidated financial statements.

STATEMENTS OF CASH FLOWS

For the Years

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss from continuing operations

December 31, 2024

( 63,855,351 )

( 26,415,946 )

issued for compensation

X shares issued as compensation

issued for conversion of Series D preferred shares and debt to common stock

issued for redemption of Series A preferred shares

issued for Series X dividends

stock dividends

December 31, 2025

$ ( 63,356,627 )

$ ( 23,472,591 )

The accompanying notes are an integral part of

these audited consolidated financial statements.

MITESCO, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)

$ ( 2,511,947 )

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

Impairment of assets

Amortization of intangible assets

Penalties on notes payable

Conversion fees on notes payable

Equity investment incentives

Gain on settlement of operating leases

Loss on commitment shares

Loss on conversion of accrued salary

Original issue discount charged to interest expense

Share Based compensation

Accretion of Series A recorded as interest expense

Loss on redemption of Series A Preferred

Loss on legal settlement

Gain (loss) on lease terminations

Gain on settlement of notes payable

Gain on settlement of accounts payable

( 2,289,283 )

(Gain) loss on revaluation of derivative liabilities

(Gain) loss on settlement of accounts payable

( 4,286,515 )

Loss on legal settlement

Amortization of discount on notes payable

Amortization of discount on notes payable - related parties

Share-based compensation

Gain on settlement of liabilities

Impairment of intangible assets

Change in fair value of contingent considerations

Bad debt expense

Changes in assets and liabilities:

2 unchanged sentences

Accounts payable and accrued liabilities

Operating lease liability, net

Other current liabilities

Deferred Revenue

Accrued interest

Accrued interest - related parties

Net cash provided by operating activities – continuing operations

Net cash used in operating activities – discontinued operations

Net cash used in operating activities

3 unchanged sentences

CASH FLOWS FROM FINANCING ACTIVITIES

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

Proceeds from sales of Series A Preferred Stock

Principal payments on SBA Loan

Proceeds from convertible notes payable

Proceeds from notes payable, net of discounts

3 unchanged sentences

Cash and cash equivalents at end of period

accompanying notes are an integral part of these audited consolidated financial statements.

STATEMENTS OF CASH FLOWS

The accompanying notes are an integral part of

these audited consolidated financial statements.

MITESCO, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years

2 unchanged sentences

Income taxes paid

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Stock issued for common stock subscribed

Supplemental disclosure of financing cash flow information:

Shares issued for Series X dividends

Preferred stock dividend

Conversion of accounts payable to Series F Preferred Stock

Conversion of Series C Preferred Stock to Series F Preferred Stock

Conversion of Series D Preferred Stock to Series F Preferred Stock

Shares issued for redemption of Series A shares

Shares issued for settlement of Series D, notes payable, and accrued liabilities – related party

Conversion of accounts payable to common stock

Conversion of Series D Preferred Stock and accrued salaries to Series F Preferred Stock by related party

Conversion of notes payable and accrued interest to Series F Preferred Stock

Conversion of debt and accrued salaries to Series F Preferred Stock by related parties

Conversion of accounts payable, accrued salaries, and board fees to common stock

Conversion of notes payable and accrued interest to common stock

Series A accrued dividends reclassified to APIC from prior transactions

Shares issued for Series X dividends

Forgiveness of notes for purchase of subsidiary assets

Conversion of notes payable to common stock - related party

(Decrease) Increase in capital expenditures included in accounts payable

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

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

5 unchanged sentences

Establishment of derivative liability of conversion feature upon default

accompanying notes are an integral part of these audited consolidated financial statements.

TO CONSOLIDATED FINANCIAL STATEMENTS

The accompanying notes are an integral part of

these audited consolidated financial statements.

MITESCO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Description of Business

(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.

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

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

In October 2023, the Company completed a move of its corporate status to

Nevada from Delaware in order to effect reduced costs.

2020 through 2022, our operations were focused on establishing 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.

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.

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

We have a number of near-term opportunities that we hope

to pursue, assuming the capital markets make sufficient funding available at reasonable rates.

During the first quarter of 2024 we recruited

a number of individuals to a newly formed Advisory Board, who might assist the Company in determining the viability of certain ventures

going forward.

These individuals have a background in data center services, cyber and data security and software applications related

to infrastructure design, implementation and management including geographical information systems (GIS).

June 2024 we announced the formation of two (2) new wholly owned business units, Centcore, LLC, who is providing data center services

including cloud computing and application hosting, and Vero Technology Ventures, LLC, 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.

The second focus involves

hosting application software developed by software vendors, from which they will sell the use of the software by their end user clients

on a “cloud” basis.

By taking this approach, we hope to gain the business of the vendor, and their clients, perhaps allowing

us to grow at a faster rate with lower cost of sales.

We have developed the “Centcore Partner Program” where we will help

promote the software vendors who are hosting in our data centers.

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 “infrastructure”

market doing design, engineering, construction and maintenance of significant assets.

We desire to create “life cycle” relationships

with both the design teams, and owners which may include private owners such as manufacturers and utilities, or publicly owned assets

for municipalities, states or federal governments, domestically and internationally.

have retained proven professionals in the data center, cyber security and infrastructure services areas to support our needs on a per

hour basis, which we believe will allow us to control our costs relative to business activity, without significant staffing internally.

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 completed a “spin out” of our former business line.

On April 24, 2020, we changed our name

to Mitesco, Inc.

and the Company completed a move of its corporate status to Nevada from Delaware in order to effect reduced costs.

From 2020 through 2022, our operations were focused

on establishing medical clinics utilizing Nurse Practitioners under The Good Clinic name and development and acquisition of telemedicine

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.

We are a holding company seeking to provide products,

services and technology.

We have a number of near-term opportunities that we hope to pursue, assuming the capital markets make sufficient

funding available at reasonable rates.

During the first quarter of 2024 we recruited a number of individuals to a newly formed Advisory

Board, who might assist the Company in determining the viability of certain ventures going forward.

These individuals have a background

in data center services, cyber and data security and software applications related to infrastructure design, implementation and management

including geographical information systems (GIS).

In June 2024 we announced the formation of two

(2) new wholly owned business units, Centcore, LLC, who is providing data center services including cloud computing and application hosting,

and Vero Technology Ventures, LLC, 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.

The second focus involves hosting application software developed by software vendors,

from which they will sell the use of the software by their end user clients on a “cloud” basis.

By taking this approach, we

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

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

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 “infrastructure” market doing design, engineering, construction and maintenance

of significant assets.

We desire to create “life cycle” relationships with both the design teams, and owners which may include

private owners such as manufacturers and utilities, or publicly owned assets for municipalities, states or federal governments, domestically

and internationally.

We have retained proven professionals in the data

center, cyber security and infrastructure services areas to support our needs on a per hour basis, which we believe will allow us to control

our costs relative to business activity, without significant staffing internally.

The Vero Technology Ventures

(“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 of project development has been dubbed “Robo Agent.”

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 affect the listing and sale of properties and products specifically related to sports, and the pickleball

arena initially.

Going Concern

As of December 31, 2024, the Company had cash

and cash equivalents of approximately $ 3 ,000, current liabilities of approximately $ 18.4 million, and has incurred significant losses

from the previous clinic operations.

As previously noted, we made a strategic decision to reduce our capital needs by closing our entire

clinic operations in the fourth quarter of 2022 and releasing our entire staff, due to lack of profitability.

The Company’s activities

are subject to significant risks and uncertainties, including failing to secure additional funding to execute its business plan.

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.

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.

COVID-19 pandemic, decades-high inflation and concerns about an economic recession in the United States or other major markets has resulted

in, among other things, volatility in the capital markets that may have the effect of reducing the Company’s ability to access

capital, which could in the future negatively affect the Company’s liquidity.

In addition, a recession or market correction due

to these factors could materially affect the Company’s business and the value of its common stock.

As of December 31, 2025, the Company had

cash and cash equivalents of approximately $ 100,857 current liabilities of approximately $ 19.4 million, and has incurred significant

losses from the previous clinic operations.

As previously noted, we made a strategic decision to reduce our capital needs by closing

our entire clinic operations in the fourth quarter of 2022 and releasing our entire staff, due to lack of profitability.

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.

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

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.

Summary of Significant Accounting Policies

of Presentation – The consolidated financial statements are prepared in conformity with accounting principles accepted in the

United States of America (“GAAP”).

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

The Company’s management, restrictions and other agreements concerning such nominee-owned entities typically include 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.

Basis of Presentation – The consolidated

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

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 include 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.

of Estimates - The preparation of these financial statements requires our management to make estimates and assumptions about future

events that affect the amounts reported in the financial statements and related notes.

Future events and their effects cannot be determined

with absolute certainty.

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

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

and Equipment - Property and equipment is recorded at the lower of cost or estimated net recoverable amount and is depreciated using

the straight-line method over its estimated useful life.

Property acquired in a business combination is recorded at estimated initial

Property and equipment are depreciated using the straight-line method based on the lesser of the estimated useful lives of

the assets or the lease term based upon the following life expectancy:

Use of Estimates - The preparation of these

financial statements requires our management to make estimates and assumptions about future events that affect the amounts reported in

the financial statements and related notes.

Future events and their effects cannot be determined with absolute certainty.

Therefore, the

determination of estimates requires the exercise of judgment.

Cash - The Company considers all highly

liquid investments with original maturities of three months or less to be cash equivalents.

Property and Equipment - Property and equipment

is recorded at the lower of cost or estimated net recoverable amount and is depreciated using the straight-line method over its estimated

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

Property and equipment are depreciated

using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term based upon the following

life expectancy:

Office equipment

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Term of lease

Recognition – The Company recognizes revenue in accordance with ASC 606 when it has satisfied the performance obligations under

an arrangement with the customer reflecting the terms and conditions under which products or services will be provided, the fee is fixed

or determinable, and collection of any related receivable is probable.

ASC Topic 606, “Revenue from Contracts with Customers”

establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from

the entity’s contracts to provide goods or services to customers.

Revenues are recognized when control of the promised goods or

services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange

for those goods or services.

The Company applies the following five steps in order to determine the appropriate amount of revenue to

be recognized as it fulfills its obligations under each of its agreements:

Revenue Recognition – The Company

recognizes revenue in accordance with ASC 606 when it has satisfied the performance obligations under an arrangement with the customer

reflecting the terms and conditions under which products or services will be provided, the fee is fixed or determinable, and collection

of any related receivable is probable.

ASC Topic 606, “Revenue from Contracts with Customers” establishes principles for reporting

information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide

goods or services to customers.

Revenues are recognized when control of the promised goods or services are transferred to a customer,

in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services.

applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations

under each of its agreements:

1) identify the contract with a customer;

2) identify the

performance obligations in the contract;

3) determine the transaction price;

4) allocate the transaction price to performance obligations

in the contract;

and 5) recognize revenue as the performance obligation is satisfied.

2) identify the performance obligations in the contract;

the transaction price;

4) allocate the transaction price to performance obligations in the contract;

and 5) recognize revenue as the performance

obligation is satisfied.

Our revenues generally relate to data center services.

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for its revenue stream is to provide the access to its data centers to the customer, and revenues associated with completed sales are

recognized at a point in time when they are provided to the customer.

There is no significant financing component to the Company’s

recognized rateably over the contractual term as services are provided to the customer.

There is no significant financing component to

the Company’s sales.

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.

We expect this

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

As of December 31, 2025, we have

received an upfront fee of $ 10,000 , which is reflected as deferred revenue as no performance obligations under the contract have been

Capitalized Software Development Costs - Software development

costs primarily consist of personnel costs.

We capitalize software development costs upon the establishment of technological feasibility

and prior to the availability of the product for general release to clients for software sold to third parties.

During the years ended

December 31, 2025, and 2024 no costs have been capitalized as we have not yet reached technological feasibility.

We begin to amortize

capitalized costs when a product is available for general release to clients.

Amortization expense is determined on a product-by-product

basis at a rate not less than straight-line basis over the software’s remaining estimated economic life.

Software Research and Development Costs - Research and development

costs are expensed as incurred and include compensation costs for engineering and product management personnel, third-party contractor

expenses, software development tools and other expenses related to researching and developing new solutions or upgrading and enhancing

existing solutions that do not qualify for capitalization.

We expensed research and development costs of $ 81,717 in 2025, and $ 0 in 2024.

Stock-Based Compensation - We recognize

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

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

Share-based compensation cost for stock options is

estimated at the grant date based on each option’s fair-value as calculated by the Black-Scholes-Merton (“BSM”) option-pricing

Share-based compensation arrangements may include stock options, restricted share plans, performance-based awards, share appreciation

rights and employee share purchase plans.

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

option grant.

instruments issued to those other than employees are recognized pursuant to FASB issued ASU 2018-07, Compensation – Stock Compensation

Improvements to Nonemployee Share-Based Payment Accounting.

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

The amendment in this update expands the scope of Topic 718 to include all share-based payment transactions in which a grantor

acquired goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards.

excludes share-based payment awards that relate to:

(1) financing to the issuer;

or (2) awards granted in conjunction with selling goods

or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts from Customers.

The share-based

payments are to be measured at grant-date fair value of the equity instruments that the entity is obligated to issue when the goods or

service has been delivered or rendered and all other conditions necessary to earn the right to benefit from the equity instruments have

been satisfied.

statements over the period during which performance is required.

Share-based compensation cost for stock options is estimated at the grant

date based on each option’s fair-value as calculated by the Black-Scholes-Merton (“BSM”) option-pricing model.

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

share purchase plans.

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

Convertible Instruments - The Company reviews

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note is less than the closing stock price on the issuance of the convertible notes.

Financial Instruments - Derivatives are recorded on the consolidated balance sheet at fair value.

The conversion features of the

convertible notes are embedded derivatives and are separately valued and accounted for on the consolidated balance sheet with changes

in fair value recognized during the period of change as a separate component of other income/expense.

Fair values for exchange-traded

securities and derivatives are based on quoted market prices.

The pricing model the Company uses for determining the fair value of its

derivatives is the Monte Carlo Model.

Valuations derived from this model are subject to ongoing internal and external verification and

The model uses market-sourced inputs such as interest rates and stock price volatilities.

Stock Purchase Warrants - The Company accounts for common stock purchase warrants in accordance with the FASB ASC Topic 815, Accounting

for Derivative Instruments and Hedging Activities.

As is consistent with its handling of stock compensation and embedded derivative instruments,

the Company’s cost for stock warrants is estimated at the grant date based on each warrant’s fair-value as calculated by

the BSM option-pricing model value method for valuing the impact of the expense associated with these warrants.

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.

As of December 31, 2024, and 2023 the effect of 1,252 shares issuable upon conversions of the Series D preferred

shares, 11,969,780 shares issuable upon the conversion of convertible notes, and 54,434 shares issuable upon exercise of the outstanding

warrant and common stock options were anti-dilutive and not included in the computation of dilutive earnings per share.

Taxes - The Company accounts for income taxes under the asset and liability method which requires the recognition of deferred tax

assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s consolidated

financial statements or tax returns.

In estimating future tax consequences, the Company considers all expected future events other than

enactments of changes in the tax laws or rates.

Deferred tax assets are reduced by a valuation allowance

when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized.

The Company has determined that a valuation allowance is needed due to recent taxable net operating losses and the limited taxable income

in the carryback periods.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or expense

in the period that includes the enactment date.

Deferred income taxes reflect the net tax effects of temporary differences between the

carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and certain tax

loss carryforwards, less any valuation allowance.

Derivative Financial Instruments - Derivatives

are recorded on the consolidated balance sheet at fair value.

The conversion features of the convertible notes are embedded derivatives

and are separately valued and accounted for on the consolidated balance sheet with changes in fair value recognized during the period

of change as a separate component of other income/expense.

Fair values for exchange-traded securities and derivatives are based on quoted

market prices.

The pricing model the Company uses for determining the fair value of its derivatives is the Monte Carlo Model.

derived from this model are subject to ongoing internal and external verification and review.

The model uses market-sourced inputs such

as discount rates and stock price volatilities.

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.

As of December 31, 2025 the effect of 3,333,375 shares issuable upon the conversion

of Series A preferred shares, 14,131,738 shares issuable upon the conversion of convertible notes, and 37,556 shares issuable upon exercise

of the outstanding warrant and common stock options were anti-dilutive and not included in the computation of dilutive earnings per share.

As of December 31, 2024 the effect of 3,518,738 shares issuable upon the conversion of Series A preferred shares, 1,252 shares issuable

upon conversions of the Series D preferred shares, 11,969,780 shares issuable upon the conversion of convertible notes, and 54,434 shares

issuable upon exercise of the outstanding warrant and common stock options were anti-dilutive and not included in the computation of

dilutive earnings per share.

Income Taxes - The Company accounts for

income taxes under the asset and liability method which requires the recognition of deferred tax assets and liabilities for the expected

future tax consequences of events that have been recognized in the Company’s consolidated financial statements or tax returns.

estimating future tax consequences, the Company considers all expected future events other than enactments of changes in the tax laws

The Company has a sizable tax loss carryforward at this time and as a result it is unlikely that it will have a need for payment

of taxes in the near term.

Deferred tax assets are reduced by a valuation

allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be

The Company has determined that a valuation allowance is needed due to recent taxable net operating losses and the limited taxable

income in the carryback periods.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or

expense in the period that includes the enactment date.

Deferred income taxes reflect the net tax effects of temporary differences between

the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and certain

tax loss carryforwards, less any valuation allowance.

The Company accounts for uncertain tax positions

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it is more likely than not (i.e., a likelihood of more than 50%) that the position would be sustained upon examination by tax authorities.

A recognized tax position is then measured at the largest amount of benefit that is greater than 50% of being realized upon ultimate

A recognized tax position is then measured at the largest amount of benefit that is greater than 50% of being realized upon ultimate settlement.

The Company does not have any material unrecognized tax benefits.

The Company recognizes accrued interest and penalties related

to unrecognized tax benefits as components of interest expense and other expense, respectively, in arrival at pretax income or loss.

The Company does not have any interest and penalties accrued.

The Company recognizes accrued interest and penalties related to unrecognized

tax benefits as components of interest expense and other expense, respectively, in arrival at pretax income or loss.

The Company does

not have any interest and penalties accrued.

The Company is no longer subject to U.S.

federal, state, and local income

tax examinations for the years before 2012.

Company amortizes acquired definite-lived intangible assets over their estimated useful lives.

Other indefinite-lived intangible assets

are not amortized but subject to annual impairment tests.

In accordance with ASC 360 “Property Plant and Equipment,”

the Company reviews the carrying value of intangibles subject to amortization and long-lived assets for impairment throughout the year

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

federal, state, and local income tax examinations

for the years before 2012.

Long-lived Assets

The Company amortizes acquired definite-lived

intangible assets over their estimated useful lives.

Other indefinite-lived intangible assets are not amortized but subject to annual

impairment tests.

In accordance with ASC 360 “Property Plant and Equipment,” the Company reviews the carrying value of

intangibles subject to amortization and long-lived assets for impairment throughout the year or whenever events or changes in circumstances

indicate that the carrying amount of an asset may not be recoverable.

Impairment 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.

assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be

Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated

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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

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.

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:

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

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

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.

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

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.

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

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

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

Accounting Standards

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.

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

are various other updates recently issued, most of which represent technical corrections to the accounting literature or application

to specific industries and are not expected to have a material impact on the Company’s consolidated financial position, results

of operations or cash flows.

Discontinued Operations

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.

On December 8, 2023, the Company sold the remaining assets of The Good Clinic, LLC to Leading Primary Care LLC,

a company organized by Michael C.

Howe, the former CEO of The Good Clinic, LLC for total consideration of approximately $ 2.5 million.

ASC 360-10-45-9 requires that a long-lived asset (disposal group) to be sold shall be classified as held for sale in the period in which

a set of criteria have been met, including criteria that the sale of the asset (disposal group) is probable and actions required to complete

the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

This criterion

was achieved on December 8, 2023.

Additionally, the discontinued operations are comprised of the entirety of The Good Clinic, LLC.

comparability purposes certain prior period line items relating to the assets held for sale have been reclassified and presented as discontinued

operations for all periods presented in the accompanying consolidated statements of net loss and comprehensive loss and the consolidated

balance sheets.

The Company had no assets or liabilities classified

that were classified as part of discontinued operations as of December 31, 2024, or 2023.

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

statements of operations:

Cost of goods sold

Selling, general, and administrative expenses

( 1,166,120 )

Impairment of assets

( 2,211,462 )

Other (income) expense:

Interest expense

Gain on sale of assets

Gain on settlement of accounts payable

Gain on settlement of operating lease

Loss from discontinued operations, net of tax

$ ( 1,368,991 )

following information presents the major classes of line items constituting significant operating and investing cash flow activities

in the consolidated statements of cash flows relating to discontinued operations:

Depreciation expense

Cash used for construction in progress and fixed assets

Impairment of RTU assets

Impairment of property and equipment

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.

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.

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.

Recent Accounting Standards

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

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 adopted this standard effective January 1, 2025,

which did not have a material impact on the Company’s consolidated financial statements.

In November 2024, the FASB issued ASU

2024-03 , Disaggregation of Income Statement Expenses , and in January 2025, the FASB issued ASU 2025-01 , Clarifying

the Effective Date (“ASU 2025-01”).

The amendments are intended to enhance disclosures regarding an entity’s

costs and expenses by requiring additional disaggregated information disclosures about certain income statement expense line items.

amendments, as clarified by ASU 2025-01, are effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal

years beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the effect of this pronouncement

on its disclosures.

In July 2025, the FASB issued ASU 2025-05 ,

Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets

(“ASU 2025-05”).

ASU 2025-05 amends ASC, Financial Instruments – Credit Losses (Topic 326) (“ASC Topic 326”)

to simplify how entities measure credit losses for current accounts receivable and current contract assets arising from transactions accounted

for under ASC, Revenue from Contracts with Customers (Topic 606) (“ASC Topic 606”).

This update allows entities to assume

that current conditions as of the balance sheet date will remain unchanged for the remaining life of the asset when estimating expected

credit losses.

ASU 2025-05 is effective for interim and annual periods beginning after December 15, 2025.

Early adoption is permitted.

The Company has not yet adopted ASU 2025-05 but does not expect the adoption of this standard to have a material impact on the Company’s

consolidated financial statements.

There are various other updates recently issued,

most of which represent technical corrections to the accounting literature or application to specific industries and are not expected

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

Business Acquisition

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.

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 agreement calls for a $ 5,000 cash payment upon execution, and certain royalty payments up to a maximum of $ 150,000 , at which time

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Company will then pay a commission of 2.5% of net collections until 36 months after the date of the agreement.

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.

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.

This acquisition closed on December 6, 2024.

acquisition of AgingTopic is being accounted for as a business combination under ASC 805.

The royalty payable is accounted for as a contingent

consideration liability under ASC 805, with changes in fair value of the expected royalty amount recognized in current earnings.

had not yet generated revenues prior to the time of acquisition.

As of December 31, 2025, Company determined it

would not actively pursue the development of the AgingTopic Business and as such considered the payment of the royalty payments as remote

and recorded a $ 150,000 gain on the change in fair value of contingent consideration during the year ended December 31, 2025.

Intangible assets

The following table represents the balances of intangible

assets as of December 31, 2024, and 2023;

The following table represents the balances of

intangible assets as of December 31, 2025 and 2024;

Website Domains

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Net intangible assets

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 December 31, 2024:

For the year ended December 31,

2029 and Thereafter

Total remaining intangibles amortization

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

See Note 4 for additional details.

During the year ended December 31, 2025, the Company

determined it would not actively pursue the development of the AgingTopic business and as such recorded an impairment expense of $ 113,021 .

The Company recorded amortization expense of $ 38,750 and $ 3,229 for

the years ended December 31, 2025 and 2024.

Accounts Payable and Accrued Liabilities

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Total accounts payable and accrued liabilities

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.

The Company’s lease expense was entirely comprised of operating leases and is reported as a component of discontinued operations

as a result of the closing of the clinics and the subsequent sale of the assets.

During the year ended December 31, 2023, the Company

recognized an impairment in the amount of $ 0.5 million in connection with its remaining leased properties.

lease liabilities are summarized below:

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

The Company’s lease expense was entirely comprised of operating leases and is reported as a component of discontinued

operations as a result of the closing of the clinics and the subsequent sale of the assets.

Operating lease liabilities are summarized below:

Lease liability

2 unchanged sentences

As a result of closing the facilities, the Company

has made no further lease payments during the year ending December 31, 2024, and 2023.

As of December 31, 2024, the Company has either

settled amounts owed or entered into default judgements for all leases except for the office lease.

For all leases for which a legal

settlement has been entered into, all amounts have been reclassified to legal settlements as of December 31, 2024.

of December 31, 2024, the Company has entered into settlement agreements for certain of our lease in the amount of $ 2,219,886 which is

recorded as Legal Settlements in the accompanying balance sheet.

During the year ended December 31, 2024, the Company recorded

a gain of $ 869,690 as a result of a final settlement in addition to reclassifying certain accounts payable related to the leases to legal

As of December 31, 2024, the Company has total legal settlement agreements and related accrued interest in the amount of

$ 2,666,675 which is recorded as Legal Settlements in the accompanying balance sheet.

has made no further lease payments during the year ending December 31, 2024, or the year ending December 31, 2025.

As of December 31,

2025, the Company has either settled amounts owed or entered into default judgements for all leases except for the office lease, noted

in the above table, 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 December 31, 2025.

SBA Loan Payable

Loan Conversion to SBA Loan

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.

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

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.

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

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The balance as of December 31, 2025, was $ 367,801 .

Notes Payable and Convertible Notes

Notes Payable

The following table summarizes the outstanding notes

payable as of December 31, 2024, and 2023, respectively:

The following table summarizes the outstanding

notes payable as of December 31, 2025 and 2024, respectively:

Finnegan Note 1

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Finnegan Note 3

Lightmas Note

2025 Bridge Notes

Total Notes Payable

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Long-term portion

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

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

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.

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

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

The Kishon Commitment Fee Shares and Kishon Warrants resulted in a discount

to the Kishon Note in the amount of $ 138,492 .

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

3 unchanged sentences

See Note 11 to these financials for further

At December 31, 2023, principal and interest in the amount of $ 431,666

and $ 88,909 , 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.

At December 31, 2025, principal and interest in

the amount of $ 431,666 and $ 244,524 , 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 December 31, 2025.

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

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 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.

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.

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

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 December 31, 2024.

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

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

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

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

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

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.

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.

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

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

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

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 December 31, 2024.

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

The Schrier Note bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) January

8, 2023 , or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

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

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

and unpaid interest.

Following an event of default as defined in the Schrier Note, the principal amount shall bear interest for each

day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The Schrier Note

contains a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any

new security which Mr.

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

shall notify Mr.

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

Schrier, shall become a part of the Schrier Note.

Schrier received five-year warrants to purchase 193 shares of common stock at a price of $ 25.00 per share with a fair value of $ 820

at the date of issuance, and 193 shares of common stock with a value of $ 1,000 ;

these amounts were recorded as discounts to the Schrier

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

year ended December 31, 2024, the Company entered into a settlement agreement with the lender to settle the note and all accrued interest

in full in exchange for 8,614 shares of common stock at a price of $ 4 per share.

The Company recorded the shares at the closing price

on the date of issuance, which resulted in a gain on the transaction of $ 32,133 .

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

Nommsen (the “Nommsen Note”).

The Nommsen Note bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) November

30, 2022 , as extended, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on

Nasdaq or NYSE.

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

the amount payable at maturity will be $58,823 plus 10 % of that amount

plus any accrued and unpaid interest.

Following an event of default as defined in the Nommsen Note, the principal amount shall bear interest

for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%.

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

The Nommsen Note contains a “most favored

nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security which Mr.

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

Nommsen of such

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

Nommsen, shall become a part of the Nommsen Note.

In addition, Mr.

Nommsen received five-year

warrants to purchase 483 shares of common stock at a price of $ 25.00 per share with a fair value of $ 1,850 at the date of issuance, and

483 shares of common stock with a value of $ 2,350 ;

these amounts were recorded as discounts to the Nommsen Note.

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

year ended December 31, 2024, the Company entered into a settlement agreement with the lender to settle the note and all accrued interest

in full in exchange for 22,565 shares of common stock at a price of $ 4 .

The Company recorded the shares at the closing price on the date

of issuance, which resulted in a gain on the transaction of $ 80,282 .

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

Caplan (the “Caplan Note”).

The Caplan Note bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) January

21, 2023 , or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

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

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

and unpaid interest.

Following an event of default as defined in the Caplan Note, the principal amount shall bear interest for each day

until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %.

The Caplan Note contains

a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security

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

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

Caplan, shall become a part of the Caplan Note.

In addition, Mr.

Caplan received

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

and 483 shares of common stock with a value of $ 2,350 ;

these amounts were recorded as discounts to the Caplan Note.

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

year ended December 31, 2024, the Company entered into a settlement agreement with the lender to settle the note and all accrued interest

in full in exchange for 37,283 shares of common stock at a price of $ 4 per share.

The Company recorded the shares at the closing price

on the date of issuance, which resulted in a gain on the transaction of $ 75,613 .

Finnegan 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.

Finnegan Note 3

On August 4, 2022, the Company issued a 10 % Promissory

2 unchanged sentences

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.

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 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

The Finnegan Note 3 contains a “most favored nations” clause that provides that, so long as the note is outstanding,

6 unchanged sentences

recorded as discounts to the Finnegan Note 3.

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

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 December 31, 2024.

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

The Lightmas Note bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier

of (i) November 30, 2022 , or (ii) five business days after the date on which the Company successfully lists its shares of common stock

on Nasdaq or NYSE.

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

the amount payable at maturity will be $60,000 plus 10 % of that

amount plus any accrued and unpaid interest.

Following an event of default as defined in the Lightmas Note, the principal amount shall

bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and

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

The Lightmas Note contains

a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security

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

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

Lightmas, shall become a part of the Lightmas Note.

In addition, Mr.

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

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

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

year ended December 31, 2024, the Company entered into a settlement agreement with the lender to settle the note and all accrued interest

in full in exchange for 22,850 shares of common stock at a price of $ 4 per share.

The Company recorded the shares at the closing price

on the date of issuance, which resulted in a gain on the transaction of $ 81,301 .

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

The Lewis Note bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) November

30, 2022 , or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

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

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

and unpaid interest.

Following an event of default as defined in the Lewis Note, the principal amount shall bear interest for each day

until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%.

The Lewis Note entered

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

The Lewis Note contains a “most favored nations”

clause that provides that, so long as the note is outstanding, if the Company issues any new security which Ms.

Lewis reasonably believes

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

Lewis of such term, and such term,

at the option of Ms.

Lewis, shall become a part of the Lewis Note.

In addition, Ms.

Lewis received 246 shares of common stock with a

value of $ 1,320 ;

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

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

year ended December 31, 2024, the Company entered into a settlement agreement with the lender to settle the note and all accrued interest

in full in exchange for 12,409 shares of common stock at a price of $ 4 per share.

The Company recorded the shares at the closing price

on the date of issuance, which resulted in a gain on the transaction of $ 40,385 .

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

The Goff Note bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) November

30, 2022 , or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

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

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

and unpaid interest.

Following an event of default as defined in the Goff Note, the principal amount shall bear interest for each day

until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%.

The Goff Note entered

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

The Goff Note contains a “most favored nations”

clause that provides that, so long as the note is outstanding, if the Company issues any new security which Ms.

Goff reasonably believes

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

Goff of such term, and such term, at

the option of Ms.

Goff, shall become a part of the Goff Note.

In addition, Ms.

Goff received 246 shares of common stock with a value

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

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

year ended December 31, 2024, the Company entered into a settlement agreement with the lender to settle the note and all accrued interest

in full in exchange for 12,409 shares of common stock at a price of $ 4 per share.

The Company recorded the shares at the closing price

on the date of issuance, which resulted in a gain on the transaction of $ 40,385 .

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

The Hagan Note bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) December

10, 2022 , or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

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

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

and unpaid interest.

Following an event of default as defined in the Hagan Note, the principal amount shall bear interest for each day

until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%.

The Hagan Note entered

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

The Hagan Note contains a “most favored nations”

clause that provides that, so long as the note is outstanding, if the Company issues any new security which Mr.

Hagan reasonably believes

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

Hagan of such term, and such term,

at the option of Mr.

Hagan, shall become a part of the Hagan Note.

In addition, Mr.

Hagan received 820 shares of common stock with a

value of $ 4,715 ;

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

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

the year ended December 31, 2024, the Company entered into a settlement agreement with the lender to settle the note and all accrued

interest in full in exchange for 37,977 shares of common stock at a price of $ 4 per share.

The Company recorded the shares at the closing

price on the date of issuance, which resulted in a gain on the transaction of $ 135,114 .

On March 18, 2022, the Company entered into a Securities

Purchase Agreement (the “AJB Agreement”) with AJB Capital Investments, LLC (“AJB”) with respect to the sale and

issuance to AJB of:

(i) an initial commitment fee in the amount of $ 430,000 in the form of 34,400 shares (the “AJB Commitment Fee

Shares”) of the Company’s Common Stock, (ii) a promissory note in the aggregate principal amount of $ 750,000 (the “AJB

Note”), and (iii) Common Stock Purchase Warrants to purchase 15,000 shares of the Company’s Common Stock (the “AJB Warrants”).

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

AJB receive net proceeds of less than $430,000 from the sale of the AJB Commitment Fee Shares, the Company will issue additional shares

to AJB or pay the shortfall amount to AJB in cash (the “AJB True-up Obligation”.

The terms of the AJB Agreement resulted in

the Company recording a derivative liability in the initial amount of $ 106,608 .

On November 18, 2022, the Company issued 91,328 shares

of common stock to AJB and recorded a loss in the amount of $ 9,007 in connection with the settlement of the AJB True-up Obligation.

The AJB Note was issued in the principal amount of

$750,000 for a purchase price of $ 675,000 , resulting in an original issue discount of $ 75,000 , and has a due date, as extended, of March

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

In the event of default

as defined in the AJB Note this rate will increase to 18 % and the AJB Note will become convertible at a price per share equal to the

lowest trading price during the previous twenty trading days prior to the conversion date.

The AJB Note entered default status on October

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

the year ended December 31, 2023, a default penalty in the amount of $ 375,000 and an additional fee in the amount of $ 15,000 were added

to the principal amount of the AJB note.

During the year ended December 31, 2023, interest in the amount of $ 69,167 was accrued on the

April 11, 2023, an equity investment incentive in the amount of $ 800,800 representing 65% of the total amount due under the AJB Note,

along with original principal of $ 750,000 , the default penalty of $ 375,000 , the fee of $ 15,000 , and accrued interest of $ 92,000 (a total

of $ 2,032,800 ) was converted to 2,033 shares of the Company’s Series F Preferred Stock.

Other than the equity investment incentive

of $800,800, there was no additional gain or loss recognized on this transaction as the Series F Preferred Stock was issued at its face

value of $1,000 per share.

At December 31, 2023, there were no amounts due under the AJB Note.

Investments Note

April 6, 2022, the Company entered into a Securities Purchase Agreement (the “Anson Investments Agreement”) with Anson Investments

Master Fund LP (“Anson Investments”) with respect to the sale and issuance to Anson Investments of:

(i) an initial commitment

fee in the amount of $ 322,500 in the form of 25,800 shares (the “Anson Investments Commitment Fee Shares”) of the Company’s

Common Stock, (ii) a promissory note in the aggregate principal amount of $ 562,500 (the “Anson Investments Note”), and (iii)

Common Stock Purchase Warrants to purchase 11,250 shares of the Common Stock (the “Anson Investments Warrants”).

Investments receive net proceeds of less than $322,500 from the sale of the Anson Investments Commitment Fee Shares, the Company will

issue additional shares to Anson Investments or pay the shortfall amount to Anson Investments in cash.

The terms of the Anson Investments

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

The Anson Investments Note was issued in the principal

amount of $562,500 for a purchase price of $ 506,250 resulting in an original issue discount of $ 56,250 .

The Anson Investments Note has

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

of default as defined in the Anson Investments Note this rate will increase to 18 % and the Anson Investment Note will become convertible

at a price per share equal to the lowest trading price during the previous twenty trading days prior to the conversion date.

Investments Note entered default status on October 6, 2022.

The Anson Investments Commitment Fee Shares and Anson Investments Warrants

resulted in a discount to the Anson Investments Note in the amount of $ 416,375 .

the year ended December 31, 2023, a default penalty in the amount of $ 281,250 and an additional fee in the amount of $ 15,000 were added

to the principal amount of the Anson Investments Note.

During the year ended December 31, 2023, interest in the amount of $ $ 27,157 was

accrued on the Anson Investments Note.

April 11, 2023, an equity investment incentive in the amount of $ 602,815 representing 65% of the total amount due under the Anson Investments

Note, along with original principal of $ 562,500 , the default penalty of $ 281,250 , the fee of $ 15,000 , and accrued interest of $ 68,657

(a total of $ 1,530,222 ) was converted to 1,531 shares of the Company’s Series F Preferred Stock.

Other than the equity investment

incentive of $602,815, there was no gain or loss recognized on this transaction as the Series F Preferred Stock was issued at its face

value of $1,000 per share.

At December 31, 2023, there were no amounts due under the Anson Investments Note.

April 6, 2022, the Company entered into a Securities Purchase Agreement (the “Anson East Agreement”) with Anson East Master

Fund LP (“Anson East”) with respect to the sale and issuance to Anson East of:

(i) an initial commitment fee in the amount

of $ 107,500 in the form of 8,600 shares (the “Anson East Commitment Fee Shares”) of the Company’s Common Stock, (ii)

a promissory note in the aggregate principal amount of $ 187,500 (the “Anson East Note”), and (iii) Common Stock Purchase

Warrants to purchase 3,750 shares of the Company’s common stock (the “Anson East Warrants”).

Should Anson East receive

net proceeds of less than $107,500 from the sale of the Anson East Commitment Fee Shares, the Company will issue additional shares to

Anson East or pay the shortfall amount to Anson East in cash.

The terms of the Anson East Agreement resulted in the Company recording

a derivative liability in the initial amount of $ 9,014 .

The Anson East Note was issued in the principal amount

of $187,500 for a purchase price of $ 168,750 resulting in an original issue discount of $ 18,750 .

The Anson East Note has a due date of

October 6, 2022 , and bears interest at the rate of 10 % per year for the first six months and 12 % thereafter.

In the event of default

as defined in the Anson East Note this rate will increase to 18 %, and the Anson East Note will become convertible at a price per share

equal to the lowest trading price during the previous twenty trading days prior to the conversion date.

The Anson East Note entered default

status on October 6, 2022.

The Anson East Commitment Fee Shares and Anson East Warrants resulted in a discount to the Anson East Note

in the amount of $ 147,290 .

the year ended December 31, 2023, a default penalty in the amount of $ 93,750 and an additional fee in the amount of $ 15,000 were added

to the principal amount of the Anson East Note.

During the year ended December 31, 2023, the amount of $ 9,552 was accrued on the Anson

April 11, 2023, an equity investment incentive in the amount of $ 207,763 representing 65% of the total amount due under the Anson East

Note, along with original principal of $ 187,500 , the default penalty of $ 93,750 , the fee of $ 15,000 , and accrued interest of $ 23,385

(a total of $ 527,398 ) was converted to 528 shares of the Company’s Series F Preferred Stock.

Other than the equity investment incentive

of $207,763, there was no gain or loss recognized on this transaction as the Series F Preferred Stock was issued at its face value of

$1,000 per share.

At December 31, 2023, there were no amounts due under the Anson East Note.

April 18, 2022, the Company entered into a Securities Purchase Agreement (the “GS Capital Agreement”) with GS Capital Investments,

LLC (“GS Capital”) with respect to the sale and issuance to GS Capital of:

(i) an initial commitment fee in the amount of

$ 159,259 in the form of 12,741 shares (the “GS Capital Commitment Fee Shares”) of the Company’s Common Stock, (ii)

a promissory note in the aggregate principal amount of $ 277,777 (the “GS Capital Note”), and (iii) Common Stock Purchase

Warrants to purchase 5,556 shares of the Company’s common stock (the “GS Capital Warrants”).

Should GS Capital receive

net proceeds of less than $159,259 from the sale of the GS Capital Commitment Fee Shares, the Company will issue additional shares to

GS Capital or pay the shortfall amount to GS Capital in cash.

The terms of the GS Capital Agreement resulted in the Company recording

a derivative liability in the initial amount of $ 21,920 .

The GS Capital Note was issued in the principal amount

of $277,777 for a purchase price of $ 250,000 resulting in an original issue discount of $ 27,777 .

The GS Capital Note has a due date of

November 10, 2022 , and bears interest at the rate of 10 % per year for the first six months and 12 % thereafter.

In the event of default

as defined in the GS Capital Note this rate will increase to 18 %, and the GS Capital Note will become convertible at a price per share

equal to the lowest trading price during the previous twenty trading days prior to the conversion date.

The GS Capital Note entered default

status on October 19, 2022.

The GS Capital Commitment Fee Shares and GS Capital Warrants resulted in a discount to the GS Capital Note

in the amount of $ 162,158 .

the year ended December 31, 2023, GS Capital converted an aggregate amount of $ 72,777 of principal and $ 8,679 of accrued interest in

the GS Capital Note into an aggregate of 57,140 shares of the Company’s common stock at an average price of $ 1.46 per share.

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

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 GS Capital Note.

During the year ended December 31, 2023, interest in the amount $ 13,965 was accrued on the

GS Capital Note.

April 11, 2023, an equity investment incentive in the amount of $ 249,439 representing 65% of the total amount due under the GS Capital

Note, along with the original principal of $ 205,000 , the default penalty of $ 138,889 , the fee of $ 15,000 , and accrued interest of $ 24,864

(a total of $ 633,192 ) was converted to 634 shares of the Company’s Series F Preferred Stock.

Other than the equity investment incentive

of $249,439, there was no gain or loss recognized on this transaction as the Series F Preferred Stock was issued at its face value of

$1,000 per share.

At December 31, 2023, there were no amounts due under the GS Capital Note.

During the year ended December 31, 2024, the Company

issued various 10 % Promissory Notes (the “Bridge Notes”) with three institutional investors for an aggregate principal amount

of $ 548,000 each with maturity date 1 year from the date of issuance.

The Bridge Notes bore interest at the rate of 10 % per annum which

will accrue monthly.

During the year ended December 31, 2024, the Company recorded interest expense of 32,132 related to the Bridge Notes.

On December 31, 2024, the Company and investors agreed to exchange the Bridge notes and accrued interest for its newly created Series

A preferred stock.

As a result of the exchange, the Company determined the Bridge Notes were extinguished and recorded a gain of $ 28,886 .

See Note 11 for details of the Series A preferred stock.

Aggregate interest expense on the above note’s

On April 24, 2025, the Company entered into an Obligation Exchange

Agreement with Finnegan whereby Finnegan agreed to settle the above notes, accrued interest and other obligations in consideration of

the issuance of 75,000 shares of restricted common stock for each of the holders.

As a result of the exchange, which was accounted for

as a troubled debt restricting, the Company recorded a gain on settlement of liabilities of $ 303,638 .

At December 31, 2025, all principal and accrued

interest were fully satisfied and retired on these notes.

At December 31, 2024, principal and accrued interest in the amount of $ 105,883

and $ 44,957 , respectively, were due on these notes.

2025 Bridge Notes

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.

This note has been exchanged for a 12 month note without penalty with an original issue discount of 5%, bears no interest on the unpaid

principal balance of Notes unless and until an event of default has occurred and in the event of default, accrue interest at a rate equal

to 15 % or, if less, the highest amount permitted by law payable from and after the occurrence and during the continuance of any event

of default until the event of default is cured, and have a twelve month term.

The total face value of the Notes in aggregate is $ 26,250 .

An event of default includes, among others, failure to pay the debt on maturity date, breach of representation or warranty, occurrence

of a material adverse event, failure to comply with reporting obligations with the Securities and Exchange Commission, or the loss of

trading of Company’s common stock on the OTC Markets.

In the event of default, the Notes are convertible at the election of the

noteholder, into common stock of the Company at the average VWAP price for the preceding five business days but in no event can the holder

elect to convert to the extent they would beneficially own more than 4.99 % of the outstanding shares.

The obligations under the 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.

On May 19, 2025, the Company entered into Senior

Secured 5% Original Issue Discount Promissory Notes with three of its institutional investors for gross proceeds of $ 75,000 .

The Notes are issued with an original issue discount (OID) of 5%, bear no interest on the unpaid principal balance of Notes unless and

until an event of default has occurred and in the event of default, accrue interest at a rate equal to 15 % or, if less, the highest amount

permitted by law payable from and after the occurrence and during the continuance of any event of default until the event of default is

cured, and have a twelve month term.

The total face value of the Notes in aggregate is $ 76,500 .

An event of default includes, among others,

failure to pay the debt on maturity date, breach of representation or warranty, occurrence of a material adverse event, failure to comply

with reporting obligations with the Securities and Exchange Commission, or the loss of trading of Company’s common stock on the

In the event of default, the Notes are convertible at the election of the noteholder, into common stock of the Company at

the average VWAP price for the preceding five business days but in no event can the holder elect to convert to the extent they would beneficially

own more than 4.99 % of the outstanding shares.

The obligations under the 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.

On July 21, 2025, the Company entered into Senior

Secured 5 % Original Issue Discount Promissory Notes with two of its institutional investors for gross proceeds of $ 100,000 .

The Notes are issued with an original issue discount (OID) of 5%, bear no interest on the unpaid principal balance of Notes unless and

until an event of default has occurred and in the event of default, accrue interest at a rate equal to 15 % or, if less, the highest amount

permitted by law payable from and after the occurrence and during the continuance of any event of default until the event of default is

cured, and have a twelve month term.

The total face value of the Notes in aggregate is $ 105,000 .

An event of default includes, among others,

failure to pay the debt on maturity date, breach of representation or warranty, occurrence of a material adverse event, failure to comply

with reporting obligations with the Securities and Exchange Commission, or the loss of trading of Company’s common stock on the

In the event of default, the Notes are convertible at the election of the noteholder, into common stock of the Company at

the average VWAP price for the preceding five business days but in no event can the holder elect to convert to the extent they would beneficially

own more than 4.99 % of the outstanding shares.

The obligations under the 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.

Aggregate interest expense on the notes

payable was $ 78,622 and $ 195,838 for the years ended December 31, 2025 and 2024, respectively.

Accrued interest on notes payable

were $ 374,376 and $ 348,821 at December 31, 2024, and 2023, respectively.

Notes Payable – Related Parties

The following table summarizes the outstanding related

party notes payable as of December 31, 2024, and 2023, respectively;

M Diamond Note

Dobbertin Note

Accrued interest on notes payable was

$ 244,524 and $ 374,376 for the years ended December 31, 2025 and 2024, respectively.

Convertible Notes Payable

On October 31, 2025, the Company entered into

a Senior Secured 10 % Original Issue Discount Convertible Promissory Note with an C/M Capital Master Fund, L.P.

with a potential total

funding of $ 1 million, with an initial funding of $ 250,000 .

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 at any time after issuance, but in no event can the holder elect to convert to the

extent they would beneficially own more than 4.99 % of the outstanding shares.

The conversion rate is subject to adjustment for stock splits,

dividends and other distributions.

In the event the Company issues new securities with an issuance price lower than the conversion rate

in effect, the conversion rate will be reduced to the lower of the issuance price or the VWAP on trading date following disclosure of

the dilutive issuance.

The note may be prepaid at 110 % of the then outstanding principal amount owed at the time of repayment.

The obligations

under the 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.

On December 19, 2025, the Company entered into

a Senior Secured 10 % Original Issue Discount Convertible Promissory Note with an C/M Capital Master Fund, L.P.

with a potential total

funding of $ 1 million, with an initial funding of $ 150,000 .

Under the terms of the 18 month note, the Company is obligated to repay a

total of $ 165,000 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 at any time after issuance, but in no event can the holder elect to convert to the

extent they would beneficially own more than 4.99 % of the outstanding shares.

The conversion rate is subject to adjustment for stock splits,

dividends and other distributions.

In the event the Company issues new securities with an issuance price lower than the conversion rate

in effect, the conversion rate will be reduced to the lower of the issuance price or the VWAP on trading date following disclosure of

the dilutive issuance.

The note may be prepaid at 110 % of the then outstanding principal amount owed at the time of repayment.

The obligations

under the 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.

On December 19, 2025, the Company entered into

a Senior Secured 10 % Original Issue Discount Convertible Promissory Note with an WVP Emerging Manager Onshore Fund, LLC, with a potential

total funding of $ 1 million, with an initial funding of $ 100,000 .

Under the terms of the 18 month note, the Company is obligated to repay

a total of $ 110,000 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 at any time after issuance, but in no event can the holder elect to convert to the

extent they would beneficially own more than 4.99 % of the outstanding shares.

The conversion rate is subject to adjustment for stock splits,

dividends and other distributions.

In the event the Company issues new securities with an issuance price lower than the conversion rate

in effect, the conversion rate will be reduced to the lower of the issuance price or the VWAP on trading date following disclosure of

the dilutive issuance.

The note may be prepaid at 110 % of the then outstanding principal amount owed at the time of repayment.

The obligations

under the 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.

Notes Payable – Related

The following table summarizes the outstanding

related party notes payable as of December 31, 2025 and 2024, respectively;

Lindstrom Note

Mitchell Note

November 29, 2022, Notes

Lindstrom Note 2

Notes Payable

1 unchanged sentence

Long-term portion, net of discount

On December 30, 2021, we issued a 10% Promissory

Note in the principal amount of $ 1,000,000 in a related party transaction to the Michael C.

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

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

The Howe Note 1 bears interest at the

rate of 10% interest rate per annum and has a maturity date that is the earlier of (i) November 30, 2022 , as extended, or (ii) five (5)

business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

The purchase price

of the Howe Note 1 was $ 850,000 ;

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

Following an event of default, as defined in the Howe Note 1, the principal amount shall bear interest for each day until paid

at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%.

The Howe Note 1 entered delinquent

status on December 1, 2022, and the interest rate increased to 18 %.

The Howe Note 1 contains a “most favored nations” clause

that provides that, so long as the note is outstanding, if the Company issues any new security, which Mr.

Howe reasonably believes contains

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

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

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

In addition, Mr.

Howe five-year warrants to purchase 42,000 shares of common stock at a

price of $ 25.00 per share, and five-year warrants to purchase 42,000 shares of common stock at $ 37.50 per share with an aggregate fair

value of $ 261,568 at the date of issuance, which was recorded as a discount to this note.

Interest in the amount of $ 106,795 was accrued

on the Howe Note 1 during the year ended December 31, 2022.

Discounts in the amount of $ 511,568 were amortized to interest expense during

the year ended December 31, 2022, and total discounts in the amount of $ 0 remained outstanding at December 31, 2022.

Principal and accrued

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

the year ended December 31, 2023, interest in the amount of $ 168,761 , respectively, was accrued on the Howe Note 1;

principal and accrued

interest in the amount of $ 0 were due on this note at December 31, 2023.

On June 9, 2022, the Company issued a 10% Promissory

Note in the principal amount of $ 300,000 in a related party transaction to the Michael C.

Howe Living Trust (the “Howe Note 2”).

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

The Howe Note 2 bears interest at the

rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) November 30, 2022 , or (ii) five business days

after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

The purchase price of the Howe Note

2 was $ 255,000 ;

the amount payable at maturity will be $300,000 plus 10 % of that amount plus any accrued and unpaid interest.

an event of default as defined in the Howe Note 2, the principal amount shall bear interest for each day until paid at a rate per annum

equal to the lesser of the maximum interest permitted by applicable law and 18%.

The Howe Note 2 entered default status on December 1,

2022, and the interest rate increased to 18 %.

The Howe Note 2 contains a “most favored nations” clause that provides that,

so long as the note is outstanding, if the Company issues any new security which Mr.

Howe reasonably believes contains a term that is

more favorable than those in the Howe Note 2, the Company shall notify Mr.

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

shall become a part of the Howe Note 2.

In addition, Mr.

Howe received five-year warrants to purchase 2,460 shares of common stock at

a price of $ 25.00 per share with a fair value of $ 10,965 at the date of issuance, and 2,460 shares of common stock with a value of $ 22,440 ;

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

Interest in the amount of $ 18,888 was accrued on the Howe Note 2 during

the year ended December 31, 2022.

Discounts in the amount of $ 108,405 were amortized to interest expense during the year ended December

31, 2022, and total discounts in the amount of $ 0 remained outstanding at December 31, 2022.

Principal and accrued interest in the amounts

$ 330,000 and $ 18,888 , respectively, were due on the Howe Note 2 at December 31, 2022.

the year ended December 31, 2023, interest in the amount of $ 50,362 was accrued on the Howe Note 2;

principal and accrued interest in

the amount of $ 0 were due on this note at December 31, 2023.

On July 21, 2022, the Company issued a 10% Promissory

Note in the principal amount of $ 300,000 in a related party transaction to the Michael C.

Howe Living Trust (the “Howe Note 3”).

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

The Howe Note 3 bears interest at the

rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) November 30, 2022 , as extended, or (ii) five

business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

The purchase price

of the Howe Note 3 was $ 255,000 ;

the amount payable at maturity will be $300,000 plus 10 % of that amount plus any accrued and unpaid

Following an event of default as defined in the Howe Note 3, the principal amount shall bear interest for each day until paid

at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%.

The Howe Note 3 entered default

status on December 1, 2022, and the interest rate increased to 18 %.

The Howe Note 3 contains a “most favored nations” clause

that provides that, so long as the note is outstanding, if the Company issues any new security which Mr.

Howe reasonably believes contains

a term that is more favorable than those in the Howe Note 3, the Company shall notify Mr.

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

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

In addition, Mr.

Howe received five-year warrants to purchase 2,460 shares of common

stock at a price of $ 25.00 per share with a fair value of $ 9,945 at the date of issuance, and 2,460 shares of common stock with a value

of $ 12,495 ;

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

Interest in the amount of $ 15,436 was accrued on the Howe Note

3 during the year ended December 31, 2022.

Discounts in the amount of $ 97,440 were amortized to interest expense during the year ended

December 31, 2022, and total discounts in the amount of $ 0 remained outstanding at December 31, 2022.

Principal and accrued interest

in the amounts $ 330,000 and $ 15,436 , respectively, were due on the Howe Note 3 at December 31, 2022.

the year ended December 31, 2023, interest in the amount of $ 50,314 , respectively, was accrued on the Howe Note 3;

principal and accrued

interest in the amount of $ 0 were due on this note at December 31, 2023.

August 18, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 200,000 in a related party transaction to the Michael

Howe Living Trust (the “Howe Note 4”).

Howe was the Chief Executive Officer of the Good Clinic LLC, one of

our subsidiaries.

The Howe Note 4 bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier

of (i) November 30, 2022 , or (ii) five business days after the date on which the Company successfully lists its shares of common stock

on Nasdaq or NYSE.

The purchase price of the Howe Note 4 was $ 170,000 ;

the amount payable at maturity will be $200,000 plus 10 % of that

amount plus any accrued and unpaid interest.

Following an event of default as defined in the Howe Note 4, the principal amount shall

bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and

The Howe Note 4 entered default status on December 1, 2022, and the interest rate increased to 18 %.

The Howe Note 4 contains a “most

favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security which Mr.

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

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

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

In addition, Mr.

Howe received 1,640 shares of

common stock with a value of $ 10,775 ;

this amount was recorded as a discount to the Howe Note 4.

Interest in the amount of $ 8,756 was

accrued on the Howe Note 4 during the year ended December 31, 2022.

Discounts in the amount of $ 60,775 were amortized to interest expense

during the year ended December 31, 2022, and total discounts in the amount of $ 0 remained outstanding at December 31, 2022.

and accrued interest in the amounts $ 220,000 and $ 8,756 , respectively, were due on the Howe Note 4 at December 31, 2022.

the year ended December 31, 2023, interest in the amount of 34,077 was accrued on the Howe Note 4;

principal and accrued interest in

the amount of $ 0 , respectively, were due on this note at December 31, 2023.

Debt Exchange Agreement

December 8, 2023, the Company sold the remaining assets of The Good Clinic, LLC to Leading Primary Care LLC, a company organized by Michael

Howe, the former CEO of The Good Clinic, LLC.

As consideration for the transaction, Mr.

Howe cancelled the existing notes payable

and accrued interest owed to Mr.

Howe in the amount of $ 2,454,821 .

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

Diamond is the daughter of Larry Diamond, former CEO.

The M Diamond Note bears interest at the rate of 10% per annum accrued monthly

and has a maturity date that is the earlier of (i) November 30, 2022 , or (ii) five business days after the date on which the Company

successfully lists its shares of common stock on Nasdaq or NYSE.

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

the amount payable

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

Following an event of default as defined in

the M Diamond Note, the principal amount shall bear interest for each day until paid at a rate per annum equal to the lesser of the maximum

interest permitted by applicable law and 18 %.

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

The M Diamond Note contains a “most favored nations” clause that provides that, so long as the note is outstanding,

if the Company issues any new security which Ms.

Diamond reasonably believes contains a term that is more favorable than those in the

M Diamond Note, the Company shall notify Ms.

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

Diamond, shall become a part of

the M Diamond Note.

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 %.

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

In addition, Ms.

Diamond received five-year warrants to purchase 483 shares of common stock at a price of $ 25.00

per share with a fair value of $ 2,500 at the date of issuance, and 483 shares of common stock with a value of $ 4,050 ;

these amounts were

recorded as discounts to the M Diamond Note.

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

year ended December 31, 2024, the Company entered into a settlement agreement with the lender to settle the note and all accrued interest

in full in exchange for 20,966 shares of common stock.

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

May 26, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 17,647 in a related party transaction to Alexander

Dobbertin (the “Dobbertin Note”).

Dobbertin is the spouse of Jenny Lindstrom, who was the Company’s Chief Legal

The Dobbertin Note bears interest at the rate of 10 % per annum accrued monthly and has a maturity date that is the earlier of

(i) November 30, 2022 , or (ii) five business days after the date on which the Company successfully lists its shares of common stock on

Nasdaq or NYSE.

The purchase price of the Dobbertin Note was $ 15,000 ;

the amount payable at maturity will be $17,647 plus 10% of that

amount plus any accrued and unpaid interest.

Following an event of default as defined in the Dobbertin Note, the principal amount shall

bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and

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

The Dobbertin Note contains

a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security

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

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

Dobbertin, shall become a part of the Dobbertin Note.

In addition, Mr.

Dobbertin received five-year warrants to purchase 145 shares of common stock at a price of $ 25.00 per share with a fair value of $ 750

at the date of issuance, and 145 shares of common stock with a value of $ 1,215 ;

these amounts were recorded as discounts to the Dobbertin

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

year ended December 31, 2024, the Company entered into a settlement agreement with the lender to settle the note and all accrued interest

in full in exchange for 6,558 shares of common stock.

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

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.

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 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.

Lindstrom Note 2

On November 29, 2022, the Company issued a promissory

note (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, 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.

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

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 December 31, 2024.

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

The Mitchell Note bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier

of (i) November 30, 2022 , or (ii) five business days after the date on which the Company successfully lists its shares of common stock

on Nasdaq or NYSE.

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

the amount payable at maturity will be $71,000 plus 10 % of that

amount plus any accrued and unpaid interest.

Following an event of default as defined in the Mitchell Note, the principal amount shall

bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and

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

The Mitchell Note contains

a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security

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

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

Mitchell, shall become a part of the Mitchell Note.

In addition, Mr.

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

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

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

year ended December 31, 2024, the Company entered into a settlement agreement with the lender to settle the note and all accrued interest

in full in exchange for 27,040 shares of common stock.

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

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

The Leath Note bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) December

15, 2022 , or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

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

the amount payable at maturity will be $50,000 plus 10 % of that amount plus any accrued

and unpaid interest.

Following an event of default as defined in the Leath Note, the principal amount shall bear interest for each day

until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%.

The Leath Note entered

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

The Leath Note contains a “most favored nations”

clause that provides that, so long as the note is outstanding, if the Company issues any new security which Mr.

Leath reasonably believes

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

Leath of such term, and such term,

at the option of Mr.

Leath, shall become a part of the Leath Note.

In addition, Mr.

Leath received 410 shares of common stock with a

value of $ 2,868 ;

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

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

year ended December 31, 2024, the Company entered into a settlement agreement with the lender to settle the note and all accrued interest

in full in exchange for 18,052 shares of common stock.

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

29, 2022, Notes

November 29, 2022, the Company issued seven identical promissory notes (the “November 29 Notes”) in related party transactions

to the following individuals:

(1) Thomas Brodmerkel, who was the Company’s CFO and Board Member;

(2) Lawrence Diamond, who was

the Company’s Chief Executive Officer and Board Member;

(3) Sheila Schweitzer, who was a Board Member;

(4) Faraz Naqvi, a former

Board Member;

(5) Juan Carlos Iturregui, who was a Board Member;

(6) Jenny Lindstrom, who was the Company’s former Vice President

and Chief Legal Officer;

and (7) Michael C.

Howe, who was the Chief Executive Officer of The Good Clinic, one of our subsidiaries (collectively,

the “November 29 Lenders”).

November 29 notes have due dates of May 28, 2023 .

The November 29 Notes are subject to the Series E Exchange Agreement whereby each of

the November 29 Lenders will exchange (a) amounts due under the November 29 Notes for a number of shares of the Company’s Series

E Convertible Preferred Stock equal to 150% of the principal amount of each November 29 Note.

The November 29 Notes bear

interest at the rate of 10% per annum which will accrue from the date of the note only if the November 29 Notes are not converted pursuant

to the Series E Exchange Agreement by May 10, 2023.

Following an event of default as defined in the November 29 Notes, the principal

amount shall bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable

law and 18 %.

The November 29 Notes contain a “most favored nations” clause that provides that, so long as the note is outstanding,

if the Company issues any new security which November 29 Lender reasonably believes contains a term that is more favorable than those

in the November 29 Note, the Company shall notify the November 29 Lenders of such term, and such term, at the option of the November

29 Lenders, shall become a part of the November 29 Note.

In addition, each of the November 29 Lenders will receive five-year warrants

to purchase 750 shares of the Company’s common stock at a price equal to the price of any warrant included in an offering in connection

with listing at the Nasdaq Global Market.

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

yet determined.

Discounts in the amount of $ 667 were amortized to interest expense for each of the November 29 Notes during the year

ended December 31, 2022, and discounts in the amount of $ 3,083 remained outstanding for each of the November 29 Notes at December 31,

Principal and accrued interest in the amounts $ 18,750 and $ 164 , respectively, were due on each of the seven November 29 Note at

December 31, 2022.

with the November 29 Notes, the Company entered into separate exchange agreements (the “November 29 Notes Exchange Agreements”).

Pursuant to the November 29 Notes Exchange Agreements, amounts due under the November 29 Notes will be exchanged for a number Series

E Convertible Preferred Stock equal to 150% of the principal amount of the Notes.

No transactions occurred pursuant to the November 29

Notes Exchange Agreements during the year ended December 31, 2022.

the year ended December 31, 2023, interest in the amount of $ 11,967 was accrued on the November 29 Notes.

September 29, 2023, three of the November 29 Lenders (1) Thomas Brodmerkel, (2) Lawrence Diamond, and (3) Juan Carlos Iturregui converted

their November 29 Notes into shares of the Company’s Series F Preferred Stock as follows:

Each of the noteholders converted an

equity investment incentive in the amount of $ 13,553 representing 65% of the total amount due under the November 29 Note , along with

original principal of $ 18,750 and accrued interest of $ 2,101 (a total of $ 34,404 ) into 34 shares of the Company’s Series F Preferred

Other than the equity investment incentives, there was no gain or loss recognized on this transaction as the Series F Preferred

Stock was issued at its face value of $1,000 per share.

each case at the time of the issuance of the Series F Preferred shares there were also certain notes, accrued fees, accrued salaries

or other amounts included in the total renumeration before the conversion into the Series F Preferred shares.

September 29, 2023, one of the November 29 Lenders, Sheila Schweitzer, converted her November 29 Note into shares of the Company’s

restricted common stock as follows:

principal of $ 18,750 and accrued interest of $ 2,101 were converted at a price of $ 0.80 per share

into 26,064 shares of the Company’s common stock.

December 8, 2023, pursuant to the Howe debt exchange agreement, Mr.

Howe exchanged his note in the principal amount of $ 18,750 and accrued

interest of $ 2,682 for certain assets of the company.

No amounts were due under the Howe note as of December 31, 2023.

the year ended December 31, 2024, the Company entered into a settlement agreement with Faraz Naqvi to settle the note and all accrued

interest in full in exchange for 5,782 shares of common stock.

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

December 31, 2023, there was principal and interest in the aggregate amount of $ 37,500 and $ 5,903 , respectively, due on the two November

29 Notes that are still outstanding.

At December 31, 2024, there was principal and interest in the aggregate amount of $ 18,750 and $ 4,839 ,

respectively, due on the one remaining November 29 Notes still outstanding.

interest expense as described on the above notes payable – related parties was $ 33,980 for the year ended December 31, 2024.

interest on notes payable – related parties were $ 22,547 and $ 61,792 at December 31, 2024, and 2023, respectively.

addition, Lindstrom received a five-year warrant 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.

This warrant has been cancelled in

conjunction with the satisfaction of the notes.

On April 24, 2025 , the Company entered into an

Obligation Exchange Agreement with Lindstrom whereby Lindstrom agreed to settle the above notes, accrued interest and other obligations

in consideration of the issuance of 75,000 shares of restricted common stock for each of the holders.

As a result of the exchange, which

was accounted for as a troubled debt restricting, the Company recorded a gain on settlement of liabilities of $ 249,765 .

At December 31, 2025, all principal and accrued

interest were fully satisfied and retired on these notes.

At December 31, 2024, there was principal and interest in the aggregate amount

of $ 64,044 and $ 22,548 , respectively, due on these notes.

Aggregate interest expense on the notes payable

– related parties was $ 2,297 and $ 33,980 for the years ended December 31, 2025 and 2024, respectively.

Accrued interest on notes

payable – related parties were $ 0 and $ 22,547 for the years ended December 31, 2025 and 2024, respectively .

Derivative Liabilities

of the Company’s convertible notes and warrants contain features that create derivative liabilities.

The pricing model the Company

uses for determining fair value of its derivatives is the Monte Carlo Model.

Valuations derived from this model are subject to ongoing

internal and external verification and review.

Certain of the Company’s convertible notes

and warrants contain features that create derivative liabilities.

The pricing model the Company uses for determining fair value of its

derivatives is the Monte Carlo Model.

Valuations derived from this model are subject to ongoing internal and external verification and

The model uses market-sourced inputs such as interest rates and stock price volatilities.

Selection of these inputs involves management’s judgment and may impact net income.

The derivative components of these notes are

valued at issuance, at conversion, at restructuring, and at each period end.

Selection of these inputs involves management’s

judgment and may impact net income.

The derivative components of these notes are valued at issuance, at conversion, at restructuring,

and at each period end.

Derivative liability activity for the years ended

1 unchanged sentence

December 31, 2023

True-up features issued

Settled upon conversion or exercise

Loss on revaluation

December 31, 2023

True-up features settled

2 unchanged sentences

December 31, 2024

The Company uses a Monte Carlo model to value

the true-up obligation features of its notes payable that create derivative liabilities.

The following tables summarize the assumptions

for the valuations:

December 31, December 31,

Volatility - 475.7 %

Stock Price $ - $ 0.0250

Risk-free interest rates - % 5.21 %

Term (years) -

During the year ended December 31, 2023, certain

of our notes payable contain a commitment fee obligation with a true-up feature.

During the year ended December 31, 2024, the true-up

period expired and all remaining amounts were reclassified to equity.

The following assumptions were used for the valuation of the derivative

liability associated with this obligation using a valuation based on the intrinsic conversion value:

stock price would fluctuate with the Company projected volatility.

The projected

volatility curve from an annualized analysis for each valuation date was based on the historical volatility of the Company and the

term remaining for the True-Up obligation.

expected the note would be repaid 90% of the time by the maturity date, at which point the Company would redeem the 1,000,000 redeemable

commitment fee shares for $1.

event the Company did not repay the note in time, the shareholders would sell their shares subject to volume restrictions.

rates were based on risk-free rates in effect based on the remaining term.

50,000 simulations were run for each Monte Carlo simulation.

Certain of our notes payable contain a provisions

that in the event of default the 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 following assumptions were used for the valuation of the derivative liability associated

with this obligation:

Gain on revaluation

( 4,286,515 )

December 31, 2025

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

2 unchanged sentences

Series A preferred stock

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

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.

of shares of the Series A Preferred Stock are not entitled to receive any dividends, and the security bears no interest.

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.

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.

a result of the mandatory redemption features requiring the Company to repay the Series A in either cash of 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.

the year ended December 31, 2024, the Company issued 23,206 shares of Series A preferred stock in exchange for the Bridge Notes as described

in Note 8 above.

Upon issuance, the Company recorded the Series A preferred stock based on the present value of the future expected cash

flows using a discount rate of 10 %, which resulted in an initial liability of $ 551,246 .

the year ended December 31, 2024, the Company issued 539,792 shares of Series A preferred stock in exchange for the settlement of 125,000

shares of Series D preferred stock and 11,724 shares of Series F preferred stock as described in Note 12 below.

Upon issuance, the Company

recorded the Series A preferred stock based on the present value of the future expected cash flows using a discount rate of 10 %, which

resulted in an initial liability of $ 12,778,960 .

following table provides the maturities of Series A preferred stock redemptions at December 31, 2024:

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.

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.

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 of 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 year ended December 31, 2025, the Company

issued 5,000 shares of Series A preferred stock in exchange for $ 125,000 in cash proceeds.

During the year ended December 31, 2025, the Company

redeemed 34,658 shares of Series A preferred for 3,794,802 shares of common stock with a fair value of $ 1,604,399 , which resulted in a

loss on settlement of $ 643,666 .

During the year ended December 31, 2025, the Company recognized $ 1,158,584 in interest expense

related to the accretion of the Series A preferred shares based on the change in fair value.

As of December 31, 2025, the Company has 533,340 shares of the Series A preferred shares outstanding.

The following table provides the maturities of

Series A preferred stock redemptions at December 31, 2025:

Preferred Stock

6 unchanged sentences

Long term portion

Stockholders ’ Equity (Deficit)

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

Stockholders ’ Deficit

The Company has authorized 500,000,000 shares

of common stock, par value $ 0.01 ;

15,093,055 were issued and outstanding at December 31, 2025.

Stock Transactions During the Year Ended December 31, 2024

the year ended December 31, 2024, the Company issued 141,122 shares of common stock for dividends payable on its Series X Preferred Stock

as discussed in further detail below.

The price per share used in determining the number of shares issued was $ .80 through September

30, 2024, and not the lower price that is called for in the certificate of designation, and then the Company used the stock price on

the 15 th day of each month to determine the number of shares issuable for the final three months of 2024.

the year ended December 31, 2024, the Company issued 525,000 shares of common stock in aggregate to its advisory board consisting of

seven (7) individuals, with 75,000 shares issued to each.

The Company recorded a compensation expense of $ 212,513 based on the closing

stock price on the date of issuance.

the year ended December 31, 2024, the Company issued 750,000 shares of common stock in aggregate to its board of directors consisting

of three (3) individuals, with 250,000 shares issued to each.

The Company recorded a compensation expense of $ 228,000 based on the closing

stock price on the date of issuance.

the year ended December 31, 2024, the Company issued 300,000 shares of common stock to outside consultants for services performed.

Company recorded a compensation expense of $ 94,000 based on the closing stock price on the date of issuance.

the year ended December 31, 2024, the Company issued 237,349 shares of common stock for the settlement of outstanding payables with unrelated

third parties.

The Company valued the shares based on the closing stock price on the date of issuance and recorded a gain on settlement

of $ 1,040,863 .

the year ended December 31, 2024, the Company issued 154,107 shares of common stock for the settlement of outstanding notes payables

and accrued interest with unrelated third parties.

The Company valued the shares based on the closing stock price on the date of issuance

and recorded a gain on settlement of $ 485,212 .

the year ended December 31, 2024, the Company issued 79,298 shares of common stock for the settlement of outstanding notes payables and

accrued interest with related parties.

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

the year ended December 31, 2024, the Company issued 2,007,425 shares of common stock for the conversion of Series D, Series F, and Series

X preferred shares along with associated accrued dividends.

The Company recorded the settlement as contributions of capital and no gain

or loss was recorded.

Stock Transactions During the Year Ended December 31, 2023

the year ended December 31, 2023, the Company issued 28,275 shares of common stock for dividends payable on its Series X Preferred Stock

as discussed in further detail below.

The price per share used in determining the number of shares issued was $ .80 , and not the lower

price that is called for in the certificate of designation.

the year ended December 31, 2023, the Company issued 300,000 shares of common stock to an outside consultant for services performed.

Common Stock Transactions During the Year Ended

December 31, 2025

During the year ended December 31, 2025, the Company

issued 161,042 shares of common stock for dividends payable on its Series X Preferred Stock as discussed in further detail below.

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.

During the year ended December 31, 2025, the Company

issued 3,794,755 shares of its restricted common stock for the redemption of Series A shares as discussed in further detail above in Note

During the year ended December 31, 2025, the Company

recorded stock-based compensation of $ 12,500 related to equity awards issued in prior periods.

As of December 31, 2025, the Company expects

to record additional compensation expense of $ 0 related to unvested awards.

During the year ended December 31, 2025, the Company

issued 1,225,000 shares to consultants for services performed with a fair value of $ 252,150 which was recorded as stock-based compensation.

During the year ended December 31, 2025, the Company

entered into Obligation Exchange Agreements with two of its creditors, Finnegan and Lindstrom as discussed above in Notes 9 and 10.

agreements call for the cancellation of notes, accrued interest and other obligations in consideration of the issuance of 75,000 shares

of restricted common stock for each of the holders, which resulted in an aggregate gain on the settlement of liabilities of $ 562,793 .

Common Stock Transactions During the Year Ended

December 31, 2024

During the year ended December 31, 2024, the Company

issued 141,122 shares of common stock for dividends payable on its Series X Preferred Stock as discussed in further detail below.

The price per share used in determining the number of shares issued was $ .80 through September 30, 2024, and not the lower price

that is called for in the certificate of designation, and then the Company used the stock price on the 15 th day of each

month to determine the number of shares issuable for the final three months of 2024.

During the year ended December 31, 2024, the Company

issued 525,000 shares of common stock in aggregate to its advisory board consisting of seven (7) individuals, with 75,000 shares

issued to each.

The Company recorded a compensation expense of $ 212,513 based on the closing stock price on the date of issuance.

the year ended December 31, 2023, the Company issued 57,138 shares of common stock for the conversion of principal and accrued interest

on a convertible note payable.

These conversions were made pursuant to the terms of the convertible note agreement and no gain or loss

was recognized on these transactions.

the year ended December 31, 2023, the Company issued 247,776 shares of common stock at a price of $ 0.80 per share for accounts payable

in the amount of $ 105,089 .

The Company valued the shares based on the closing stock price on the date of issuance and recorded a gain

on settlement of 185,487 .

June 30, 2023, the Company issued 2,926 shares of common stock at a price of $ 12.50 to a previous board member for the conversion of

accounts payable in the amount of $ 36,575 .

These shares had been carried on the Company balance sheet as Common Stock Subscribed.

May 5, 2023, the Company issued 2,552 shares of common stock to a vendor at a price of $ 0.85 per share, and on May 9, 2023, the Company

issued 19,622 shares of common stock at a price of $ 0.85 per share to the Michael C.

Howe Living Trust (the “Howe Trust”),

an entity controlled by a related party.

These shares were issued in satisfaction of a vendor dispute.

The shares issued to the Howe

Trust were reimbursement for shares previously issued to the vendor by the Howe Trust with regard to this dispute.

There was no gain

or loss recorded on these transactions.

September 29, 2023, the Company’s now former Chief Operating Officer and now former board member converted a note in the amount

of $ 18,750 , accrued interest of $ 2,101 , accrued salary of $ 64,434 , and board of director fees of $ 60,000 (a total of $ 145,285 ) at a price

of $ 0.80 per share into 181,606 shares of the Company’s common stock.

A gain in the amount of $ 138,531 was recorded on this transaction.

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 3,000,000 shares of series A stock, 3,000,000 shares of Series C Preferred, 10,000,000 shares of Series

D Preferred, 10,000 shares of Series E Preferred, 140,000 shares of Series F Preferred, and 31,427 shares as Series X Preferred Stock.

C Preferred Stock

The Series C Preferred Stock has a par value of $ 0.01

During the year ended December 31, 2024, the Company

issued 750,000 shares of common stock in aggregate to its board of directors consisting of three (3) individuals, with 250,000 shares

issued to each.

The Company recorded a compensation expense of $ 228,000 based on the closing stock price on the date of issuance.

During the year ended December 31, 2024, the Company

issued 300,000 shares of common stock to outside consultants for services performed.

The Company recorded a compensation expense

of $ 94,000 based on the closing stock price on the date of issuance.

During the year ended December 31, 2024, the Company

issued 237,349 shares of common stock for the settlement of outstanding payables with unrelated third parties.

The Company valued

the shares based on the closing stock price on the date of issuance and recorded a gain on settlement of $ 1,040,863 .

During the year ended December 31, 2024, the Company

issued 154,107 shares of common stock for the settlement of outstanding notes payables and accrued interest with unrelated third

The Company valued the shares based on the closing stock price on the date of issuance and recorded a gain on settlement of $ 485,212 .

During the year ended December 31, 2024, the Company

issued 79,298 shares of common stock for the settlement of outstanding notes payables and accrued interest with related parties.

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

During the year ended December 31, 2024, the Company

issued 2,007,425 shares of common stock for the conversion of Series D, Series F, and Series X preferred shares along with associated

accrued dividends.

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

Preferred Stock

We are 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 3,000,000

shares of Series A Preferred (see Note 12), 10,000,000 shares of Series D Preferred, 10,000 shares of Series E Preferred, 140,000 shares

of Series F Preferred, and 42,103 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 C 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 C Preferred Stock shall be entitled to cast the number of

votes equal to the number of whole shares of Common Stock into which the shares of Series C preferred Stock held by such a holder.

Company had no shares of Series C Preferred Stock outstanding at December 31, 2024, and the Series C were extinguished.

Company accrued dividends in the amount of $ 17,603 on the Series C Preferred Stock during the year ended December 31, 2023.

April 11, 2023, a total of 1,047,619 shares of Series C Preferred Stock with a stated value of $ 1,100,000 , accrued dividends in the amount

$ 171,109 , and equity investment incentives in the amount of $ 1,016,888 were exchanged for 2,289 shares of Series F Preferred Stock.

D Preferred Stock

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 December 31, 2024.

D Preferred Stock Transactions During the Year Ended December 31, 2024

the year ended December 31, 2024, a holder of 100,000 shares of Series D preferred shares along with $ 18,175 of accrued dividends agreed

to convert the shares into 30,802 common shares at a conversion rate of $ 4 per common share.

The 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 December 31, 2025.

Series D Preferred Stock Transactions During

the Year Ended December 31, 2025

During the year ended December 31, 2025, the Company

entered into an Obligation Exchange Agreements with Lindstrom whereby the outstanding Series D Preferred Stock and all accrued dividends

were exchanged for shares of Company common stock.

The Company accrued dividends in the amount of

$ 388 on the Series D Preferred Stock for the year ended December 31,2025.

As of December 31, 2025 the Company had $ 0 in accrued dividends

on the Series D Preferred Stock, respectively.

Series D Preferred Stock Transactions During

the Year Ended December 31, 2024

During the year ended December 31, 2024, a holder

of 100,000 shares of Series D preferred shares along with $ 18,175 of accrued dividends agreed to convert the shares into 30,802 common

shares at a conversion rate of $ 4 per common share.

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

was recorded.

The Company accrued dividends in the amount of

$ 14,172 on the Series D Preferred Stock for the year ended December 31, 2024.

As of December 31, 2024, the Company had $ 5,049 in accrued

dividends on the Series D Preferred Stock.

Series F Preferred Stock

On March 23, 2023, the Company filed a Certificate

of Designations, Preferences and Rights of Series F 12% PIK $ 0.01 par value Convertible Perpetual Preferred Stock with the Delaware Secretary

The number of shares of Series F Preferred Stock designated is 140,000 and each share of Series F Preferred Stock has a liquidation

preference of $ 1,000 .

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, 2025 or 2024.

Series F Preferred Stock Transactions During

the Year Ended December 31, 2024

On May 17, 2024, the holders of approximately

54.90 % of the Series F Preferred shares, having met in person on May 8, 2024, have granted consent to the following modification to the

terms of the Series F Preferred, effective May 15, 2024 all dividends, and any obligation to pay dividends shall cease.

Any dividends

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

During the year ended December 31, 2024, holders

of 8,333 shares of Series F preferred shares along with $ 899,607 of accrued dividends and 87,884 of accrued compensation, agreed to convert

the shares into 1,889,835 common shares at a conversion rate of $ 4 per common share.

The Company recorded the settlement as contributions

of capital and no gain or loss was recorded.

Company accrued dividends in the amount of $ 14,172 on the Series D Preferred Stock for the year ended December 31, 2024.

As of December

31, 2024, the Company had $ 5,049 in accrued dividends on the Series D Preferred Stock.

D Preferred Stock Transactions During the Year Ended December 31, 2023

Company accrued dividends in the amount of $ 85,541 on the Series D Preferred Stock.

April 11, 2023, a total of 2,350,000 shares of Series D Preferred Stock with a stated value of $ 2,467,500 , accrued dividends in the amount

$ 215,659 , and equity investment incentives in the amount of $ 1,371,846 were exchanged for 4,055 shares of Series F Preferred Stock.

was no gain or loss recorded in connection with these transactions.

December 8, 2023, Mr.

Howe exchanged (i) 500,000 shares of Series D Preferred Stock with a stated value of approximately $ 0.5 million

and accrued dividends of approximately $ 67,000 , and (ii) accrued salary owed to Mr.

Howe in the amount of approximately $ 38,000 plus

a conversion incentive of 65% or approximately $ 25,000 for 655 shares of the Company’s Series F Preferred Stock with a liquidation

value of approximately $ 0.6 million.

Other than the conversion of incentive of $ 25,000 , there was no gain or loss recorded on this transaction.

F Preferred Stock

March 23, 2023, the Company filed a Certificate of Designations, Preferences and Rights of Series F 12% PIK $ 0.01 par value Convertible

Perpetual Preferred Stock with the Delaware Secretary of State.

The number of shares of Series F Preferred Stock designated is 140,000

and each share of Series F Preferred Stock has a liquidation preference of $ 1,000 .

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.

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.

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.

are no shares of Series F Preferred Stock outstanding at December 31, 2024.

F Preferred Stock Transactions During the Year Ended December 31, 2024

May 17, 2024, the holders of approximately 54.90 % of the Series F Preferred shares, having met in person on May 8, 2024, have granted

consent to the following modification to the terms of the Series F Preferred, effective May 15, 2024 all dividends, and any obligation

to pay dividends shall cease.

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

the year ended December 31, 2024, holders of 8,333 shares of Series F preferred shares along with $ 899,607 of accrued dividends and 87,884

of accrued compensation, agreed to convert the shares into 1,889,835 common shares at a conversion rate of $ 4 per common share.

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

Company accrued dividends in the amount of $ 941,713 on the Series F Preferred Stock for the year ended December 31, 2024.

As of December

31, 2024, the Company had $ 0 in accrued dividends on the Series F Preferred Stock.

F Preferred Stock Transactions During the Year Ended December 31, 2023

April 11, 2023, the Company issued a total of 8,116 shares of Series F Preferred Stock at its liquidation value of $ 1,000 per share to

nine investors upon the conversion of notes payable.

The total amount converted was $ 8,111,334 , consisting of principal $ 3,602,059 , default

penalties of $ 888,889 , fees of $ 60,000 , accrued interest of $ 365,012 , and equity investment incentives of $ 3,195,374 .

Other than the

equity investment incentive, there were no gains or losses recorded in connection with these transactions.

April 11, 2023, the Company issued a total of 2,289 shares of Series F Preferred Stock at its liquidation value of $ 1,000 per share to

two investors upon the conversion of Series C Preferred Stock.

The total amount converted was $ 2,287,997 , consisting of the Series C

Preferred Stock stated value of $ 1,100,000 , accrued dividends of $ 171,109 , and equity investment incentives of $ 1,016,888 .

the equity investment incentive, there were no gains or losses recorded in connection with these transactions.

April 11, 2023, the Company issued a total of 4,055 shares of Series F Preferred Stock to two investors at its liquidation value of $ 1,000

per share upon the conversion of Series D Preferred Stock.

The total amount converted was $ 4,055,005 consisting of the Series D Preferred

Stock stated value of $ 2,467,500 , accrued dividends of $ 215,659 , and equity investment incentives of $ 1,371,846 .

Other than the equity

investment incentive, there were no gains or losses recorded in connection with these transactions.

April 11, 2023, the Company sold a total of 1,746 shares of Series F Preferred Stock to three investors at its liquidation value of $ 1,000

per share for cash.

The total value of Series F Preferred Stock of issued was $ 1,745,000 consisting of cash proceeds of $ 900,000 and

an equity investment incentive of $ 845,000 , less costs of $ 161,500 .

Other than the equity investment incentive, there were no gains or

losses recorded in connection with these transactions.

June 29, 2023, the Company issued a total of 147 shares of Series F Preferred Stock at its liquidation value of $ 1,000 per share to two

service providers for accounts payable in the amount of $ 146,214 .

There was no gain or loss recorded on these transactions.

September 29, 2023, the Company issued a total of 2,138 shares of Series F Preferred Stock to three related parties at its liquidation

value of $ 1,000 per share upon the conversion of notes payable in the amount of $ 601,839 , premium on notes payable of $ 78,087 , accrued

interest of $ 124,777 , accrued salary of $ 376,625 , accrued board fees of $ 112,500 , and equity investment incentives of $ 843,228 .

than the equity investment incentives, there were no gains or losses recorded in connection with these transactions.

September 29, 2023, the Company issued a total of 911 shares of Series F Preferred Stock to two investors at its liquidation value of

$1,000 per share upon the conversion of notes payable in the aggregate amount of $ 414,118 , premium on notes payable in the aggregate

amount of $ 41,412 , accrued interest in the aggregate amount of $ 84,187 , and fees of $ 10,000 , and equity investment incentive of $ 360,385 .

Other than the equity investment incentive, there were no gains or losses recorded in connection with these transactions.

X Preferred Stock

The Company accrued dividends in the amount of

$ 941,713 on the Series F Preferred Stock for the year ended December 31, 2024.

As of December 31, 2024, the Company had $ 0 in accrued

dividends on the Series F Preferred Stock.

Series X Preferred Stock

The Company has 42,103 and 19,703 shares of its

10% Series X Cumulative Redeemable Perpetual Preferred Stock (the “Series X Preferred Stock”) outstanding as of December 31,

2024, and December 31, 2023.

2025 and 2024, respectively.

The Series X Preferred Stock has a par value of $ 0.01 per share, no stated maturity, a liquidation preference

4 unchanged sentences

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.

in July 2023, the Company elected to use a price per share of $ .80 , a 20 % discount to the average price of its common stock of $ 1.00 ,

before the trading of its common stock was moved to the OTC Expert Market system.

This policy continued through September 30, 2024.

the last quarter of 2024, the Company returned to using 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.

the year ended December 31, 2024, the Company issued 7,200 shares of Series X Preferred Stock to the officers and directors of the Company

for compensation in lieu of services in the amount of $ 180,000 in aggregate, or $ 60,000 for each of the three (3) directors.

the year ended December 31, 2024, the Company issued 141,122 shares of restricted common stock for the payment of dividends due for its

Series X Preferred stock as noted above.

the year ended December 31, 2024, holders of 11,724 shares of Series X preferred shares agreed to convert the shares into 86,788 common

shares at a conversion rate of $ 4 per common share.

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

was recorded.

Company accrued dividends in the amount of $ 71,240 on the Series X Preferred Stock for the year ended December 31, 2024.

As of December

31, 2024, the Company had $ 0 in accrued dividends on the Series X Preferred Stock.

the year ended December 31, 2023, the Company accrued dividends on its Series X Preferred Stock in the total amount of $ 60,564 .

the year ended December 31, 2023, the Company issued a total of 28,275 shares of common stock for accrued dividends on its Series X Preferred

Of this amount, a total of 3,739 shares were issued to officers and directors, 14,586 were issued to a related party shareholder,

and 9,950 were issued to non-related parties.

January 21, 2021, the Company filed a Form S-8 containing the Mitesco Omnibus Securities and Incentive Plan (“the Plan”)

with the SEC.

In Sections 4.2 and 4.3 of the Plan it is noted that the Board of Directors has the authority for the administration of

On January 7, 2024, the Board of Directors voted to a) cancel, revoke and terminate any previously issued options that have

not already been exercised.

For a number of technical reasons, the Plan is no longer valid, and in addition to cancellation of any outstanding

options, the Board has voted to formally terminate the Plan as of January 7, 2024.

following table summarizes the transactions involving options to purchase shares of the Company’s common stock:

accrues dividends at the rate of 10% per annum 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.

Series X Preferred Stock Transactions During

the Year Ended December 31, 2025

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 .

The Company accrued dividends in the amount of $ 68,923 on the Series

X Preferred Stock for the year ended December 31, 2025.

As of December 31, 2025 the Company had $ 0 in accrued dividends on the Series

X Preferred Stock

During the year ended December 31, 2024, the Company

issued 7,200 shares of Series X Preferred Stock to the officers and directors of the Company for compensation in lieu of services in the

amount of $ 180,000 in aggregate, or $ 60,000 for each of the three (3) directors.

Series X Preferred Stock Transactions During

the Year Ended December 31, 2024

During the year ended December 31, 2024, the Company

issued 141,122 shares of restricted common stock for the payment of dividends due for its Series X Preferred stock as noted above.

During the year ended December 31, 2024, holders

of 11,724 shares of Series X preferred shares agreed to convert the shares into 86,788 common shares at a conversion rate of $ 4 per common

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

The Company accrued dividends in the amount of

$ 71,240 on the Series X Preferred Stock for the year ended December 31, 2024.

As of December 31, 2024, the Company had $ 0 in accrued dividends

on the Series X Preferred Stock.

Stock Options

On January 21, 2021, the Company filed a Form

S-8 containing the Mitesco Omnibus Securities and Incentive Plan (“the Plan”) with the SEC.

In Sections 4.2 and 4.3 of the

Plan it is noted that the Board of Directors has the authority for the administration of the Plan.

On January 7, 2024, the Board of Directors

voted to a) cancel, revoke and terminate any previously issued options that have not already been exercised.

For a number of technical

reasons, the Plan is no longer valid, and in addition to cancellation of any outstanding options, the Board has voted to formally terminate

the Plan as of January 7, 2024.

The following table summarizes the transactions

involving options to purchase shares of the Company’s common stock:

Exercise Price

5 unchanged sentences

Options vested and exercisable

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 December 31, 2024, and the related prices for the warrants to purchase shares of the Company’s common

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 December 31, 2025,

and the related prices for the warrants to purchase shares of the Company’s common stock:

Weighted Weighted

7 unchanged sentences

37,556 1.05 $ 35.65 37,556 $ 35.65

following table summarizes the transactions involving options to purchase shares of the Company’s common stock:

The following table summarizes the transactions

involving options to purchase shares of the Company’s common stock:

Exercise Price

2 unchanged sentences

Outstanding at December 31, 2025

the year end December 31, 2024, in connection with the settlements of debt, Series D preferred and Series F preferred, the investors

also agreed to cancel their outstanding warrants in connections with the settlement transactions.

At December 31, 2025, there was no intrinsic value

on the issued or vested warrants.

During the years end December 31, 2025 and 2024,

in connection with the settlements of debt, Series D preferred and Series F preferred, the investors also agreed to cancel 3,211 and 632,441

outstanding warrants, respectively, in connections with the settlement transactions.

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 December 31, 2024, and 2023.

financial liabilities that are recorded at fair value on a recurring basis at December 31, 2025, and December 31, 2024.

December 31, 2025

2 unchanged sentences

Derivative liabilities

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 $ 60.7 million and $ 13.6 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.

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 $ 64.5 million and $ 19.3 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 years ended December 31, 2025 and 2024,

4 unchanged sentences

$ ( 528,000 )

$ ( 3,463,000 )

Permanent Differences

State Income Tax, Net of Federal benefit

Temporary difference for derivative gain

Temporary difference for stock compensation

Prior Year True-Ups

Current Year Change in Valuation Allowance

( 2,051,000 )

Prior Year True-Ups

Income tax expense

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 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

5 unchanged sentences

Accrued payroll

ASC842-ROU Asset

ASC842-ROU (Liability)

Loss from derivatives

Waiver and commitment fee shares

Stock based compensation

6 unchanged sentences

Commitments and Contingencies

time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business.

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 .

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.

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:

November 1, 2020, we entered into an agreement to open a clinic in Minneapolis, Minnesota.

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

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 .

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.

Clinic a.k.a.

October 14, 2021, we entered into an agreement to open a clinic in Eagan, Minnesota, which began operations in the fourth quarter of

The initial lease term is for 96 months.

Fixed rent payments under the initial term are approximately

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.

On November 6, 2023, the Company received a termination notice from the landlord indicating the lease had been terminated.

additional claims have been received by the landlord and the Company believes no additional amounts are owed.

Egan Clinic a.k.a.

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.

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.

Paul Clinic a.k.a.

August 31, 2021, we entered into an agreement to open a clinic in St.

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.

1 unchanged sentence

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.

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.

Louis Park Clinic a.k.a.

Excelsior & Grand

May 24, 2021, we entered into an agreement to open a clinic in St.

Louis Park, Minnesota, which began operations in the third quarter

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 $ 425,351 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.

Prairie Clinic a.k.a.

June 8, 2021, we entered into an agreement to open a clinic in Eden Prairie, Minnesota, which began operation in the third quarter of

The Company agreed to and executed a Confession of Judgment in

the amount of $ 425,351 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.

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

Grove Clinic a.k.a.

October 8, 2021, we entered into an agreement to open a clinic in Maple Grove, Minnesota which began operation in the fourth quarter

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.

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 .

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.

Clinic a.k.a.

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.

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.

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.

Clinic a.k.a.

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.

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.

Quincy Clinic a.k.a.

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.

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

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 .

LOCATION PROPERTY

4 unchanged sentences

RATE INTEREST

ON SETTLEMENT TOTAL

SETTLEMENT TOTAL

OBLIGATION TYPE OF

WAYZETTA, MN WAZETTA BAY $ 407,000 $ 25,000 NA $ 25,000 CASH PAYMENT OBLIGATION

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 % $ 101,044 $ 589,535 DEFAULT JUDGEMENT

5 unchanged sentences

TOTAL $ 6,014,127 $ 2,952,768 $ 434,768 $ 3,387,536

Administrative

June 24, 2021, we entered into an agreement to open an administrative office in St.

Louis Park, Minnesota.

The initial lease term is

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.

the year ending December 31, 2024, the Company recorded interest expense of $ 213,907 related to the above settlements based on the statutory

rates of the courts in the respective locations.

Subsequent Events

January 2025 we issued 12,074 shares of restricted common stock in payment of dividends for the Series X preferred shares to four (4)

January 2025 we received $ 100,000 of funding from three (3) institutional investors and issued 4,000 shares of Series A Preferred shares

in consideration of this funding.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

February 27, 2024, the Board of Directors approved the engagement of Accell Audit & Compliance, P.A.

(“Accell”) as the

Company’s independent registered public accounting firm for the year ending December 31, 2023.

On June 12, 2024, the Company was

informed that Accell was ceasing to provide PCAOB audit services.

It is our understanding that certain of the audit principals of Accell

are now a part of Astra Audit and Advisory, LLP (“Astra”), and as such we appointed Astra Audit as the Company’s independent

registered public accounting firm for the year ending December 31, 2024.

Series X Preferred Stock dividend payments

for Q4 FY2025

In January 2026, the Company has issued a total

of 157,061 shares of restricted common stock for the payment of $ 26,314 in accrued dividends on its Series X Preferred shares for Q4 FY2025.

The issuances were as follows:

Leath – 8,787 shares, Balencic – 8,787 shares, Mitchell – 8,787 , Clifton – 2,941

shares, Anglo Irish – 70,035 shares.

Series A Preferred Stock redemptions for Q4

In January 2026, the Company issued a total of

2,228,147 shares in redemption of $ 257,700 of its Series A Preferred Stock for Q4.

The issuances were as follows:

Pinz Capital –

254,468 shares, GS Capital – 437,393 shares (reduced from allowable to stay under 5 % in total holdings), Jefferson Street –

122,917 shares, AJB – 751,810 shares (reduced from allowable to stay under 5 % in total holdings), Cavalry/Mercer/CM – 661,560

shares in aggregate (reduced from allowable to stay under 5 % total holdings).

These issuances resulted in the reduction of Series A Preferred

stock of $ 184,695 , and the remaining outstanding face value, after giving effect to these issuances of the Series A Preferred shares,

is $ 13,156,724 .

In April 2026, the Company issued a total of 2,922,915

shares in redemption of $ 201,400 of its Series A Preferred Stock for Q1.

The issuances were as follows:

Pinz Capital – 352,424 shares,

GS Capital – 874,810 shares (reduced from allowable to stay under 5 % in total holdings), Jefferson Street – 208,743 shares,

AJB – 874,810 shares (reduced from allowable to stay under 5 % in total holdings), Cavalry/Mercer/CM – 612,128 shares in aggregate

(reduced from allowable to stay under 5 % total holdings).

These issuances resulted in the reduction of Series A Preferred stock of $ 201,400 ,

and the remaining outstanding face value, after giving effect to these issuances of the Series A Preferred shares, is $ 12,927,475 .

F-Issuances related to consultants

In January 2026, The Company has issued

125,000 shares of restricted common stock to an individual who was involved with the development of its Robo Agent software

application as consideration for their services.

It has also issued 250,000 shares to a firm involved with the planned

“uplist” of its common stock to a senior exchange.

On February 20, 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, LLC, with a potential total funding of $ 1 million, with an additional

funding of $ 125,000 .

Under the 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 adjustments.

The obligations under the 2026 Bridge Note is 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 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 of 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 per share or 65% of the lowest trading price for the prior ten trading days , subject to certain

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 8. Financial Statements and Supplementary Data