UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☑QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~June 30, ~~2017~~

2020

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to ________________

Commission File Number 000-53601

~~TRUE NATURE HOLDING,~~MITESCO, INC.

(Exact name of registrant as specified in its charter)

Delaware		87-0496850
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

~~1355 Peachtree Street, Suite 1150~~ 7535 East Hampden Avenue, Ste. 400 ~~Atlanta, Georgia~~Denver, Colorado		~~30309~~80231
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: ~~(404) 913-1802~~(844) 383-8689

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None.

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ◻

☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ☑ No ◻

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐		Accelerated filer	☐

Non-accelerated filer	☐		~~Accelerated filer~~	☐

~~Non-accelerated filer~~	☐	~~(Do not check if a smaller reporting company)~~	Smaller reporting company	☑

Emerging growth company	☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ◻☐ No ☑

As of ~~December 1, 2017, 16,938,874~~August 6, 2020, 107,734,693 shares of the registrant’s common stock, $0.01 par value, were outstanding.

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1.	CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.	1

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	16 25

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	20 30

ITEM 4.	CONTROLS AND PROCEDURES.	20 30

PART II – OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS.	21 31

ITEM 1A.	RISK FACTORS.	21 31

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.	21 32

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES.	21 32

ITEM 4.	MINE SAFETY DISCLOSURES.	21 32

ITEM 5.	OTHER INFORMATION.	21 32

ITEM 6.	EXHIBITS.	22 33

SIGNATURES		23 34

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS.

~~TRUE NATURE HOLDING,~~

MITESCO, INC.

Condensed Consolidated Balance Sheets

(unaudited)
September 30, December 31,
2017 2016
ASSETS
Current assets

Cash and cash equivalents $ 55 $ -
Prepaid expenses and other current assets - 1,875
Total current assets 55 1,875

Total Assets 55 1,875

LIABILITIES AND (DEFICIENCY IN) STOCKHOLDERS’ EQUITY
Current liabilities

Accounts payable 698,632 589,229
Accrued liabilities 122,894 84,488
Due to related parties 55,303 106,866
Accrued interest 37,894 31,021
Convertible note payable, in default 256,270 256,270
Note payable - related party 75,000 -
Total current liabilities 1,245,993 1,067,874

Commitments and contingencies - -

Stockholders’ equity (deficit)

Preferred stock, $0.01 par value, 10,000,000 shares authorized, no shares issued or outstanding as of September 30, 2017 and December 31, 2016 - -
Common stock, $0.01 par value, 500,000,000 shares authorized, 16,938,874 and 17,436,666 shares issued and outstanding as of September 30, 2017 and December 31, 2016 169,389 174,367
Additional paid-in capital 4,471,774 4,261,748
Stock payable 215,245 20,000
Accumulated deficit (6,102,346 ) (5,522,114 )
Total (deficiency in) stockholders’ equity (1,245,938 ) (1,065,999 )

Total liabilities and stockholders’ equity $ 55 $ 1,875

	(unaudited) June 30,			December 31,
ASSETS	2020			2019
Current assets
Cash and cash equivalents	$	17,542		$	83,245
Prepaid expenses		-			9,721
Total current assets		17,542			92,966

Fixed assets, net of accumulated depreciation of $786 and $0		7,068			7,854

Total Assets	$	24,610		$	100,820

LIABILITIES AND (DEFICIENCY IN) STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	433,534		$	648,714
Accrued interest		128,581			82,870
Derivative liabilities		981,697			1,488,423
Convertible notes payable, net of discount of $749,713 and $646,888		172,287			77,112
SBA Loan Payable		460,406			-
Convertible note payable, in default		122,166			122,166
Other current liabilities		93,573			-
Preferred stock dividends payable		36,751			-
Total current liabilities		2,428,995			2,419,285

Total Liabilities		2,428,995			2,419,285

Commitments and contingencies		-			-

Stockholders' equity (deficit)
Preferred stock, $0.01 par value, 100,000,000 shares authorized; 500,000 shares designated Series A; 400,000 shares designated Series X:
Preferred stock, Series A, $0.01 par value, 4,800 and 0 shares issued and outstanding as of June 30, 2020 and December 31, 2019		48			-
Preferred stock, Series X, $0.01 par value, 26,227 shares issued and outstanding as of June 30, 2020 and December 31, 2019		262			262
Common stock, $0.01 par value, 500,000,000 shares authorized, 98,796,144 and 81,268,443 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively		987,962			812,684
Additional paid-in capital		9,058,332			8,407,977
Stock payable		37,186			37,186
Accumulated deficit		(12,488,175	)		(11,576,574	)
Total (deficiency in) stockholders' equity		(2,404,385	)		(2,318,465	)

Total liabilities and stockholders' equity	$	24,610		$	100,820

The accompanying notes are an integral part of the Condensed Consolidated Financial ~~Statements~~

Statements.

Table of Contents

~~TRUE NATURE HOLDING,~~

MITESCO, INC.

Unaudited Condensed Consolidated Statements of Operations

   For the Three For the Three For the Nine For the Nine
   Months Ended Months Ended Months Ended Months Ended
   September 30, September 30, September 30, September 30,
2017 2016 2017 2016

Revenue $ - $ - $ - $ -

Operating expenses:
General and administrative 121,589 2,143,463 564,086 4,655,818

Total operating expenses 121,589 2,143,463 564,086 4,655,818

Net Operating Loss (121,589 ) (2,143,463 ) (564,086 ) (4,655,818 )

Other income (expense):
Interest expense (10,434 ) (109,919 ) (20,256 ) (174,857 )
Gain on conversion of accrued interest
4,110 - 4,110 -
Gain (Loss) on debt extinguishment - (16,329 ) - (206,329 )
Total other expense (6,324 ) (126,248 ) (16,146 ) (381,186 )

Loss before provision for income taxes (127,913 ) (2,269,711 ) (580,232 ) (5,037,004 )

Provision for income taxes - - - -

Net loss $ (127,913 ) $ (2,269,711 ) $ (580,232 ) $ (5,037,004 )

Net loss per share - basic $ (0.01 ) $ (0.17 ) $ (0.03 ) $ (0.40 )

Net loss per share - diluted $ (0.01 ) $ (0.17 ) $ (0.03 ) $ (0.40 )

Weighted average shares outstanding - basic 17,640,776 13,203,132 18,025,704 12,653,300

Weighted average shares outstanding - diluted 17,640,776 13,203,132 18,025,704 12,653,300

	For the Three			For the Three			For the Six			For the Six
	Months Ended			Months Ended			Months Ended			Months Ended
	June 30,			June 30,			June 30,			June 30,
	2020			2019			2020			2019

Revenue	$	-		$	-		$	-		$	-

Operating expenses:
General and administrative		625,838			226,250			1,122,332			447,501

Total operating expenses		625,838			226,250			1,122,332			447,501

Net Operating Loss		(625,838	)		(226,250	)		(1,122,332	)		(447,501	)

Other income (expense):
Grant income		3,000			-			3,000			-
Interest expense		(396,907	)		(164,504	)		(587,035	)		(324,901	)
Gain on settlement of accounts payable		306,319			-			348,611			-
(Loss) Gain on derivative liabilities		(50,214	)		-			446,155			-
Loss on legal settlement		-			(26,924	)					(26,924	)
Loss on conversion of notes		-			(58,935	)		-			(158,659	)
Total other expense		(137,802	)		(250,363	)		210,731			(510,484	)



Net loss	$	(763,640	)	$	(476,613	)	$	(911,601	)	$	(957,985	)

Preferred stock dividend		(19,392	)		-			(36,751	)		-

Net loss available to common shareholders	$	(783,032	)	$	(476,613	)	$	(948,352	)	$	(957,985	)

Net loss per share - basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.03	)

Weighted average shares outstanding - basic and diluted		88,833,282			33,986,267			86,408,229			33,188,078

The accompanying notes are an integral part of the Condensed Consolidated Financial ~~Statements~~

Statements.

Table of Contents

~~TRUE NATURE HOLDING,~~

MITESCO, INC.

~~Unaudited~~

Condensed Consolidated Statements of Changes in Stockholders’ Deficit

	FOR THE THREE MONTHS ENDED JUNE 30

	Preferred Stock Series A				Preferred Stock Series X				Common Stock				Additional Paid-in			Stock		Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		capital			Payable		Deficit			Total
Balance, March 31, 2019		-		-		-		-		33,316,861		333,168		5,993,643			37,186		(8,172,684	)		(1,808,687	)
Stock issued to employees subject to vesting		-		-		-		-		1,000,000		10,000		(10,000	)		-		-			-
Stock issued for conversion of notes payable		-		-		-		-		3,359,444		33,594		131,831			-		-			165,425
Shares issued for legal settlement		-		-		-		-		1,401,224		14,012		87,016			-		-			101,028
Discount on notes payable due to conversion feature		-		-		-		-		-		-		143,555			-		-			143,555
Vesting of shares issued to employees		-		-		-		-		-		-		22,218			-		-			22,218
Imputed interest		-		-		-		-		-		-		2,250			-		-			2,250
Net loss for the period		-		-		-		-		-		-		-			-		(476,613	)		(476,613	)
Balance, June 30, 2019 (unaudited)		-		-		-		-		39,077,529	$	390,774	$	6,370,513		$	37,186	$	(8,649,297	)	$	(1,850,824	)

Balance, March 31, 2020		4,800	$	48		26,227	$	262		86,566,999	$	865,670	$	8,688,893		$	37,186	$	(11,724,535	)	$	(2,132,476	)
Vesting of common stock issued to employees		-		-		-		-		-		-		19,374			-		-			19,374
Vesting of stock options issued to employees		-		-		-		-		-		-		20,508			-		-			20,508
Settlement of derivative liabilities		-		-		-		-		-		-		297,672			-		-			297,672
Common stock issued in warrant settlement agreement		-		-		-		-		2,901,440		29,014		51,277			-		-			80,291
Common stock issued for conversion of notes payable and accrued interest		-		-		-		-		9,327,705		93,278		-			-		-			93,278
Preferred stock dividends		-		-		-		-		-		-		(19,392	)		-		-			(19,392	)
Loss for the period ended June 30, 2020		-		-		-		-		-		-		-			-		(763,640	)		(763,640	)
Balance, June 30, 2020 (unaudited)		4,800	$	48		26,227	$	262		98,796,144	$	987,962	$	9,058,332		$	37,186	$	(12,488,175	)	$	(2,404,385	)

Common Stock Stock Accumulated
Shares Amount APIC Payable Deficit Total
Balance at December 31, 2016 17,436,666 174,367 4,261,748 20,000 (5,522,114 ) (1,065,999 )

Stock issued for cash 300,000 3,000 44,000 - - 47,000
Stock issued for services 583,637 5,836 103,874 - - 109,710
Stock committed to be issued for services - - - 33,5360 - 33,536
Stock issued for note extension 15,000 150 1,350 - - 1,500
Stock committed to be issued for note extension - - - 5,523 - 5,523
Stock issued for conversion of payables 228,571 2,286 29,714 - - 32,000
Stock committed to be issued for conversion of payables - - - 76,986 - 76,986
Stock issued for conversion of accrued interest 25,000 250 3,500 - - 3,750
Stock issued to employees and directors as compensation 500,000 5,000 6,088 - - 11,088
Stock committed to be issued to employees and directors as compensation - - - 79,200 - 79,200
Stock returned for cancellation by prior officer (2,150,000 ) (21,500 ) 21,500 - - -
Net loss - - - - (580,232 ) (580,232 )

Balance at September 30, 2017 16,938,874 169,389 4,471,774 215,245 (6,102,346 ) (1,245,938 )

Table of Contents

	FOR THE SIX MONTHS ENDED JUNE 30

	Preferred Stock Series A				Preferred Stock Series X				Common Stock						Additional Paid-in			Stock		Accumulated
	Shares		Amount		Shares		Amount		Shares			Amount			capital			Payable		Deficit			Total
Balance, December 31, 2018		-		-		-		-		31,598,236		$	315,982		$	5,684,208		$	37,186	$	(7,691,312	)	$	(1,653,936	)
Stock issued for services		-		-		-		-		200,000			2,000			15,480			-		-			17,480
Stock issued to employees subject to vesting		-		-		-		-		1,000,000			10,000			(10,000	)		-		-			-
Stock issued for conversion of notes payable		-		-		-		-		5,278,069			52,780			302,629			-		-			355,409
Stock issued for legal settlement		-		-		-		-		1,401,224			14,012			87,016			-		-			101,028
Discount on notes payable due to conversion feature		-		-		-		-		-			-			223,087			-		-			223,087
Discount on notes payable due to warrants		-		-		-		-		-			-			34,500			-		-			34,500
Cancellation of shares		-		-		-		-		(400,000	)		(4,000	)		4,000			-		-			-
Vesting of shares issued to employees		-		-		-		-		-			-			25,093			-		-			25,093
Imputed interest		-		-		-		-		-			-			4,500			-		-			4,500
Net loss for the period		-		-		-		-		-			-			-			-		(957,985	)		(957,985	)
Balance, June 30, 2019 (unaudited)		-		-		-		-		39,077,529		$	390,774		$	6,370,513		$	37,186	$	(8,649,297	)	$	(1,850,824	)

Balance, December 31, 2019		-	$	-		26,227	$	262		81,268,443		$	812,684		$	8,407,977		$	37,186	$	(11,576,574	)	$	(2,318,465	)
Vesting of common stock issued to employees		-		-		-		-		-			-			53,050			-		-			53,050
Vesting of stock options issued to employees		-		-		-		-		-			-			27,580			-		-			27,580
Common stock issued for services		-		-		-		-		200,000			2,000			5,680			-		-			7,680
Settlement of derivative liabilities		-		-		-		-		-			-			528,995			-		-			528,995
Common stock issued in warrant settlement agreement		-		-		-		-		7,999,996			80,000			291			-		-			80,291
Common stock issued for conversion of notes payable and accrued interest		-		-		-		-		9,327,705			93,278			-			-		-			93,278
Issuance of Preferred A stock to consultants		4,800		48		-		-		-			-			71,510			-		-			71,558
Preferred stock dividends, $3.62 per share (10% of stated value per year)		-		-		-		-		-			-			(36,751	)		-		-			(36,751	)
Loss for the period ended June 30, 2020		-		-		-		-		-			-			-			-		(911,601	)		(911,601	)
Balance, June 30, 2020 (unaudited)		4,800	$	48		26,227	$	262		98,796,144		$	987,962		$	9,058,332		$	37,186	$	(12,488,175	)	$	(2,404,385	)

The accompanying notes are an integral part of the Condensed Consolidated Financial ~~Statements~~

Statements.

Table of Contents

~~TRUE NATURE HOLDING,~~

MITESCO, INC.

Unaudited Condensed Consolidated Statement of Cash Flows

   For the Nine For the Nine
   Months Ended Months Ended
   September 30, September 30,
2017 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (580,232 ) $ (5,037,004 )
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on conversion of accrued interest (4,110 ) -
Loss on extinguishment of debt - 206,329
Debt discount amortization - 157,947
Shares issued for extension of note payable 5,523
Stock based compensation 235,034 3,272,796

Changes in assets and liabilities:
Prepaid expenses 1,875 13,250
Accounts payable 218,389 514,757
Accrued liabilities 38,406 506,885
Due to related parties 23,437 77,284
Accrued interest 14,733 16,909

Net cash used in operating activities (46,945 ) (270,847 )

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from acquisition of business - -

Net cash provided by investing activities - -

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of convertible note payable - 160,000
Sale of common stock, net of issuance costs 47,000 51,000
Repayment of promissory notes - (66,338 )
Proceeds from promissory notes - 98,000

Net cash provided by financing activities 47,000 242,662

Net increase (decrease) in cash and cash equivalents 55 (28,185 )

Cash and cash equivalents at beginning of period - 28,185

Cash and cash equivalents at end of period $ 55 $ -

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid $ - $ -
Income taxes paid $ - $ -

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Stock issued for satisfaction of payable and accrued interest $ 39,860 $ 493,671
Beneficial Conversion Feature $ - $ 9,375
Conversion of debt to common stock $ - $ 103,671
Conversion of accounts payable to common stock $ - $ 390,000
Discount related to issuance of debentures, warrants and convertible notes $ - $ 118,750
Stock committed to be issued for conversion of accounts payable $ 76,986 $ -
Par value of shares returned for cancellation $ 21,500 $ -
Stock issued for cash received in prior period $ 500 $ -
Note payable issued to related party for accounts payable to related party $ 75,000 $ -

	For the Six			For the Six
	Months Ended			Months Ended
	June 30,			June 30,
	2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(911,601	)	$	(957,985	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		786			-
Loss on conversion of notes payable to common stock		-			158,659
Loss on legal settlement		-			26,924
Gain on settlement of accounts payable		(348,611	)		-
Gain on derivative liabilities		(446,155	)		-
Derivative expense		43,009			-
Amortization of discount on notes payable		386,175			261,035
Share-based compensation		159,868			42,573
Imputed interest					4,500

Changes in assets and liabilities:
Prepaid expenses		9,721			2,500
Accounts payable and accrued liabilities		226,199			83,793
Due to related parties		-			36,151
Other current liabilities		805			-
Accrued interest		53,695			37,508

Net cash used in operating activities		(826,109	)		(304,342	)


CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable, net of discount		931,406			313,558
Principal payments on notes payable		(171,000	)		(10,236	)

Net cash provided by financing activities		760,406			303,322

Net increase (decrease) in cash and cash equivalents		(65,703	)		(1,020	)

Cash and cash equivalents at beginning of period		83,245			1,304

Cash and cash equivalents at end of period	$	17,542		$	284

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	$	2,680		$	2,236
Income taxes paid	$	-		$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Par value of shares returned for cancellation	$	-		$	4,000
Shares issued for debt conversion	$	-		$	196,750
Stock issued for legal settlement	$	-		$	101,028
Discount due to warrants	$	-		$	34,500
Beneficial conversion feature	$	506,726		$	223,087
Settlement of derivative liabilities	$	664,684		$	-
Issuance of Series A Preferred Stock to consultants	$	71,558		$	-
Preferred stock dividends payable	$	36,751		$	-
Exercise of cashless warrants	$	50,986		$	-
Derivative discounts	$	485,000		$	-

The accompanying notes are an integral part of the Condensed Consolidated Financial ~~Statements~~

Statements.

Table of Contents

~~TRUE NATURE HOLDING,~~

MITESCO, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1 – Description of Business

~~True Nature Holding,~~

Company Overview

Mitesco, Inc. (the ~~“Company”~~“Company,” “we,” “us,” or “our”), previously known as Trunity Holdings, Inc., a Delaware corporation, and since 2016 known as True Nature Holding, Inc., became a publicly-traded company through a reverse triangular merger with Brain Tree International, Inc., a Utah corporation (“BTI”)~~. BTI was incorporated on July 26, 1983 to specialize~~ in ~~the development of high technology products or applications including, but not limited to, electronics, computerized technology, new technological product fields, and precious metals.~~2012. Trunity Holdings, Inc. was the parent company of ~~the prior~~our educational business, named Trunity, Inc., which was formed on July 28, 2009 through the acquisition of certain intellectual property byfrom its three founders.

On December 9, 2015, the Company made a decision to restructure Trunity Holdings, Inc., having acquired Newco4pharmacy, LLC, a development stage business aimed at a roll-up of compounding pharmacy businesses. As a part of such restructuring, we completed a “spin out” transaction of our educational business line to our shareholders as of December 31, 2015. On April 24, 2020 True Nature Holding, Inc., now known as Mitesco, Inc. (OTCQB:MITI) completed the change of its corporate identity based on final approval from FINRA.

The Company is developing a ~~corporation organized under~~portfolio of product offerings aimed at enhancing healthcare throughout the ~~laws~~supply chain as well as to consumers. We have acquired assets and intend to acquire and implement technologies and services to improve the quality of care, reduce cost, and enhance consumer convenience. We believe the holding company structure facilitates growth and should enable the acquired business to focus on scale. The goal of the ~~state~~Company’s evolving portfolio of ~~Delaware with principal offices located~~companies is to apply leading-edge solutions that emphasize stakeholder value and leverages distinct sector trends. Sectors of interest include artificial intelligence (AI), population health management, data gathering solutions, electronic health records optimization, healthcare IT solutions, virtual care & care augmentation, and predictive analytics. The Company formed a holding company structure for both its acquired assets in ~~Atlanta, Georgia. On January 16, 2016,~~ the ~~Company changed~~United States and Europe, designed to support efficiencies around taxation, legal, and economies of scale in administrative functions. We now have a wholly owned subsidiary in Dublin, Ireland, Acelerar Healthcare Holdings, Ltd., and intend to use that location as a base for European operations.

As a development stage company, we have two businesses in development. The first business is our product set “SimpleHIPAA” and “Simple HIPPA for Vets and Pets”. It is designed to transmit data generated at the ~~equity structure that included~~time a ~~reverse split of 1~~prescription is written by a physician or veterinarian for ~~101, such that all holders of 101 shares of common stock issued~~the pharmacy. This information is embedded inside the application and ~~outstanding prior~~made available to the ~~effective date of~~healthcare provider and to the ~~reverse split would own 1 share of common stock upon~~pharmacy. While providing a starting point for tracking healthcare information for the ~~effect date of~~end user, it also establishes a communications method between the ~~reverse split. In addition,~~healthcare provider and the ~~Company amended its Articles of Incorporation (i)~~pharmacy. Currently, it is focused on e-prescribing between compounding pharmacies and their clients, the physician for humans and the veterinarian for pets. A large Florida based pharmacy is the development partner and distributor that is introducing it to ~~increase its authorized capital stock~~the marketplace. They have installed the software at more than 100 client sites since January 2020. We are told it is working as designed.

Our second active business is The Good Clinic, LLC. This business is establishing primary care medical clinics operated by Independent Nurse Practitioners. The Good Clinic provides the marketing, support services, systems, and clinical tools to ~~510,000,000 shares which consists of 500,000,000 shares of common stock, par value $0.01 per share, and 10,000,000 shares of preferred stock, par value $0.01 per share and (ii)~~allow an independent Nurse Practitioner to ~~change its name from Trunity Holdings, Inc.~~quickly open a clinic. The initial clinic is intended to ~~True Nature Holding, Inc. (there was no change~~be opened in Minneapolis, MN in the ~~stock symbol “TNTY”).~~

fourth quarter of 2020. These clinics are being designed to deliver primary care, spa, and dermatological services through in-person, over-the-phone, and telemedicine visits.

We are actively seeking acquisitions that fit our strategy. We seek to find businesses with proven scalable results and then make those technologies and services available to the those that can use them to improve their quality of life, their health, and cost of operation. Some of these businesses simply need marketing and distribution, others will benefit from combining with another technology to create a more complete solution. That is our mission: find the best, deliver efficiencies, make improvements if necessary, and then scale the business.

Note 2 – Summary of Significant Accounting Policies

Basis of Accounting – The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the instructions to interim financial reporting as prescribed by the Securities and Exchange Commission (the “SEC”). The results for the interim periods are not necessarily indicative of results for the entire year. These interim financial statements do not include all disclosures required by U.S. generally accepted accounting principles (“GAAP”), and should be read in conjunction with the consolidated financial statements and notes thereto filed with the SEC in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019. In the opinion of management, the unaudited Condensed Consolidated Financial Statements contained in this report include all known accruals and adjustments necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods reported herein. Any such adjustments are ~~prepared in conformity with accounting principles generally accepted in the United States~~ of ~~America (“GAAP”).~~a normal recurring nature.

Table of Contents

Use of Estimates - The preparation of these unaudited condensed 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.

Other Comprehensive Loss – ~~Comprehensive income (loss) as defined includes all changes in equity during a period from non-owner sources. Items included in the Company’s~~- The Company does not have any items of other comprehensive loss ~~consist~~and therefore its other comprehensive loss is the same as its net loss in its condensed consolidated statements of ~~unrealized gains (losses) on securities.~~

operations.

Cash -All highly liquid investments with a maturity date of three months or less at the date of purchase are cash equivalents.

Revenue ~~Recognition-~~Recognition – On January 1, 2018, we adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (ASC) Topic 605, Revenue Recognition (Topic 605). Results for reporting periods beginning after January 1, 2018 are presented under Topic 606. The ~~restructured entity~~impact of ~~True Nature Holding, Inc. which~~adopting the new revenue standard was not material to our financial statements and there was no adjustment to beginning retained earnings on January 1, 2018.

Under Topic 606, revenue is ~~focused on acquiring a series of businesses which specialize in compounding pharmacy activities, has~~ recognized ~~no revenues through December 31, 2016. In fiscal 2017, the Company will recognize revenues if all~~when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

We determine revenue recognition through the following ~~criteria have been met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured.~~

steps:

●	identification of the contract, or contracts, with a customer;
●	identification of the performance obligations in the contract;
●	determination of the transaction price;
●	allocation of the transaction price to the performance obligations in the contract; and
●	recognition of revenue when, or as, we satisfy a performance obligation.

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 are estimated at the grant date based on each option’s fair-value as calculated by the Black-Scholes-Merton (“BSM”) option-pricing model. Share-based compensation arrangements may include stock options, restricted share plans, ~~performance based~~performance-based awards, share appreciation rights and employee share purchase plans. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant.

Equity instruments issued to those other than employees are ~~recorded on~~recognized pursuant to FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. This ASU relates to the ~~basis~~accounting for non-employee share-based payments. The amendment in this update expands the scope of Topic 718 to include all share-based payment transactions in which a grantor acquired goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The ASU excludes share-based payment awards that relate to: (1) financing to the issuer; or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts from Customers. The share-based payments are to be measured at grant-date fair value of the ~~instruments. In general,~~equity instruments that the ~~measurement date~~entity is obligated to issue when ~~either a (a) performance commitment, as defined, is reached~~the goods or ~~(b)~~service has been delivered or rendered and all other conditions necessary to earn the ~~earlier~~right to benefit from the equity instruments have been satisfied. This standard will be effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. We adopted the provisions of ~~(i) the non-employee performance is complete~~this ASU on January 1, 2019. The adoption had no impact on our results of operations, cash flows, or ~~(ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant.~~

~~Table of Contents~~

financial condition.

Convertible Instruments-The Company reviews the terms of convertible debt and equity instruments to determine whether there are conversion features or embedded derivative instruments including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. In circumstances where the convertible instrument contains more than one embedded derivative instrument, including conversion options that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single compound instrument. Also, in connection with the sale of convertible debt and equity instruments, the Company may issue free standing warrants that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity. When convertible debt or equity instruments contain embedded derivative instruments that are to be bifurcated and accounted for separately, the total proceeds allocated to the convertible host instruments are first allocated to the fair value of the bifurcated derivative instrument. The remaining proceeds, if any, are then allocated to the convertible instruments themselves, usually resulting in those instruments being recorded at a discount from their face amount. When the Company issues debt securities, which bear interest at rates that are lower than market rates, the Company recognizes a discount, which is offset against the carrying value of the debt. Such discount from the face value of the debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to income. In addition, certain conversion features are recognized as beneficial conversion features to the extent the conversion price as defined in the convertible note is less than the closing stock price on the issuance of the convertible notes.

Table of Contents

The following assumptions were used for the valuation of the derivative liability related to the convertible notes that contain a derivative component during the three months ended June 30, 2020:

The stock prices of $0.0239 to $0.0425 in these periods would fluctuate with the Company projected volatility;

The projected volatility curve from an annualized analysis for each valuation period was based on the historical volatility of the Company and the term remaining for each note or warrant ranged from 156.5% through 219.6% at derivative treatment, issuance, conversion, exercise, and quarters ends. The Company continues to trade with high volatility;

The Holder would automatically convert the note at the maximum of 2 times the conversion price if the company were not in default.

The Holder would automatically convert the note before maturity if the registration were effective and the company was not in default. The Holder would automatically convert the note early based on ownership or trading volume limitations and the Company would redeem the unconverted balances at maturity.

A change of control and fundamental transaction would occur initially 0% of the time and increase monthly by 0% to a maximum of 0% – based on management being in control and no desire to sell the Company.

A reset event would adjust the Notes conversion price triggered by either a capital raise, stock issuance, settlement, or conversion/exercise. (A reset occurred on November 7, 2019 – Auctus Conversion triggered a reset to $0.00858). The reset events are projected to occur annually starting 3 months following the date of valuation of June 30, 2020.

For the variable rate Notes (39% or 45% discount), the Holder would convert with effective discount rates of 51.58% to 55.74% (based on the lookback terms).

The Company would redeem the notes at maturity if the conversion value were less than the payment with penalties. During the period redemption is projected 0% of the time, increasing 0% per month to a maximum of 0%.

The cash flows are discounted to net present values using risk free rates. Discount rates were based on risk free rates in effect based on the remaining term.

An event of default would occur 10% of the time, increasing 0% per month to a maximum of 10%.

The Crown Bridge warrants were amended on March 9, 2020. These remaining Crown Bridge warrants exercised on a cashless basis during the period.

Common Stock Purchase Warrants-The Company accounts for common stock purchase warrants in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, Accounting for Derivative Instruments and Hedging Activities. As is consistent with its handling of stock compensation and embedded derivative instruments, the Company’s cost for stock warrants is estimated at the grant date based on each warrant’s fair-value as calculated by the BSM option-pricing model value method for valuing the impact of the expense associated with these warrants.

Stockholders’ Equity-Shares of common stock issued for other than cash have been assigned amounts equivalent to the fair value of the service or assets received in exchange. Common stock share and per share amounts in these financial statements have been adjusted for the effects of a 1one for 101 reverse stock split that occurred in January 2016.

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

The Company has excluded all common equivalent shares outstanding for warrants, options and convertible instruments to purchase common stock from the calculation of diluted net loss per share because all such securities are antidilutive for the periods presented. As of ~~December 31, 2016 and September~~June 30, ~~2017,~~2020, there were 7,317,879 options outstanding excluded from calculation of diluted net loss; as of June 30, 2019, the Company had no outstanding 1,425,000 warrants ~~or options.~~and 67,879 options excluded from the calculation of diluted net loss. The Company, at its discretion, may satisfy the accrued interest on its Series A and Series X Preferred Stock via the issuance of shares of common stock; at June 30, 2020 and December 31, 2019, there were 1,192,563 and 0 shares, respectively, potentially issuable in connection with such issuance.

Table of Contents

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 condensed consolidated financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than possible 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 of 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, the sale of profitable divisions and the limited taxable income in the carry back 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 as required in that a position taken or expected to be taken in a tax return is recognized in the condensed consolidated financial statements when it is more likely than not (i.e., a likelihood of more than fifty percent) 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 fifty percent likely 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 arriving at pretax income or loss. The Company does not have any interest and penalties accrued. The Company is generally no longer subject to U.S. federal, state, and local income tax examinations for the years before 2012.

~~Table of Contents~~

Business Combinations- The Company accounts for business combinations by recognizing the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair values on the acquisition date. The purchase price allocation process requires management to make significant estimates and assumptions, especially with respect to intangible assets, estimated contingent consideration payments and pre-acquisition contingencies. Examples of critical estimates in valuing certain of the intangible assets we have acquired or may acquire in the future include but are not limited to:

●	future expected cash flows from product sales, support agreements, consulting contracts, other customer contracts, and acquired developed technologies and patents; and

●

●	discount rates utilized in valuation estimates.

Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results. Additionally, any change in the fair value of the acquisition-related contingent consideration subsequent to the acquisition date, including changes from events after the acquisition date, such as changes in our estimates of relevant revenue or other targets, will be recognized in earnings in the period of the estimated fair value change. A change in fair value of the acquisition-related contingent consideration or the occurrence of events that cause results to differ from our estimates or assumptions could have a material effect on the condensed consolidated financial position, statements of operations or cash flows in the period of the change in the estimate.

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. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed would be separately presented in the condensed 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 condensed consolidated balance sheet, if material. ~~No impairment losses have been realized for the periods presented.~~

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.

Table of Contents

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 ~~significant~~significance in measuring fair value are reflected in our hierarchy assessment. The carrying amount of cash, prepaid assets, accounts payable and accrued liabilities approximates 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 debentures approximate 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 debentures as Level 3.

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

~~Table of Contents~~

Note 3 – Financial Condition and Going Concern

As of ~~September~~June 30, ~~2017,~~2020, the Company had cash ~~on hand~~ of ~~$55 and~~$17,542, current liabilities of ~~$1,245,993~~$2,428,995, and has incurred a loss from operations. ~~True Nature Holding’s~~The Company’s principal operation is the ~~acquisition~~development and deployment of ~~compounding~~software and systems for the healthcare marketplace. The Company intends to develop solutions in a) healthcare records, b) the sale of applications in the health and wellness area from third parties in addition to its own developed products. The Company is also performing consulting services to certain entities in the pharmacy, ~~companies.~~medical and veterinary services area. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding to execute its business plan.

As a result of these factors, there is substantial doubt about the ability of the Company to continue as a going concern. The Company’s continuance is dependent on raising capital and generating revenues sufficient to sustain operations. The Company believes that the necessary capital will be raised and has entered ~~into~~ discussions to do so with certain individuals and companies. However, as of the date of these condensed consolidated financial statements, no formal agreement exists.

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

During March 2020, in response to the COVID-19 crisis, the federal government announced plans to offer loans to small businesses in various forms, including the Payroll Protection Program, or "PPP", established as part of the Corona Virus Aid, Relief and Economic Security Act (“CARES Act”) and administered by the U.S. Small Business Administration. On April 18, 2020, the President and COO completed and submitted an application on behalf of the Company to Bank of America, NA (“Bank of America”) for a PPP loan, which was subsequently approved. On April 25, 2020 the Company entered into an unsecured Promissory Note (the “Note”) with Bank of America for a loan in the original principal amount of $460,406, and the Company received the full amount of the loan proceeds on May 4, 2020.

On July 21, 2020, Bank of America notified the Company in writing that it should not have received $440,000 of the loan proceeds disbursed under the Note representing an amount for the refinancing of an Economic Injury Disaster Loan, which the Company did not receive. Bank of America has required that the Company remit such funds back to Bank of America. The Company is currently working with Bank of America on a repayment plan.

During management's review of the loan application after the loan had been disbursed to the Company, it was determined that the information provided by its President and COO in the application was not representative of the Company’s situation. After consulting with legal counsel and conferring with the Board of Directors, the Board of Directors, in executive session, voted to remove the Company’s President and Chief Operating Officer (“COO”) from its Board of Directors, and all operating roles due to the inaccuracy of the loan application. Subsequent to that decision, the President & COO submitted a resignation from all positions with the Company, which was accepted by the Board and management.

The former President and COO has retained counsel and has indicated the individual’s intent to file an administrative charge of discrimination in Colorado under certain provisions of the anti-discrimination laws of that state. Although no administrative charge has been filed as of this date, if an administrative charge is filed, the company will vigorously defend itself.

Table of Contents

We have had some impact on our operations as a result of the effect of the pandemic, primarily with accessibility to staffing, consultants and in the capital markets, and we are adjusting as needed within our available resources. The Company will continue to assess the effect of the pandemic on its operations. The extent to which the COVID-19 pandemic will impact the Company’s business and operations will depend on future developments that are highly uncertain and cannot be predicted with confidence, such as the ultimate geographic spread of the disease, the duration of the outbreak, the duration and effect of possible business disruptions and the short-term effects and ultimate effectiveness of the travel restrictions, quarantines, social distancing requirements and business closures in the United States and other countries to contain and treat the disease. While the potential economic impact brought by, and the duration of, COVID-19 may be difficult to assess or predict, a widespread pandemic could result in significant disruption of global financial markets, reducing the Company’s ability to access capital, which could in the future negatively affect the Company’s liquidity. In addition, a recession or market correction resulting from the spread of COVID-19 could materially affect the Company’s business and the value of its common stock.

Note 4 – Related Party Transactions

Related party transactions for the six months ended June 30, 2020 were as follows:

On ~~January 25, 2016~~February 27, 2020, the Company agreed to issue 1,000,000 ten-year options to its two ~~board members~~non-management directors (a total of 2,000,000 options). These options have a fair value at issuance of $39,162 per director (a total of $78,324), an exercise price of $0.05 per share, and vest over a three-year period. The Company valued these options using the Black-Scholes valuation model. During the three- months ended June 30, 2020, the amount of $3,264 was charged to operations in connection with each 1,000,000-option grant (a total of $6,528 for all 2,000,000 options).

On March 2, 2020, the Company agreed to issue 1,500,000 ten-year options to each of its Chief Executive Officer, its President, and a consultant (a total of 4,500,000 options). These options have a fair value at issuance of $58,743 per individual (a total of $176,229), an exercise price of $0.05 per share, and vest over a three-year period. The Company valued these options using the Black-Scholes valuation model. Julie Smith, the Company’s President, Chief Operating Officer, and a Board member resigned effective June 30, 2020; the 1,500,000 options that the Company agreed to issue to Ms. Smith were ~~each awarded 100,000~~cancelled, and no vesting of ~~shares~~these options was recorded during the three months ended June 30, 2020. During the three months ended June 30, 2020, the amount of $4,896 was charged to operations in connection with each of the ~~Company’s~~remaining 1,500,000 option grants (a total of $9,792 for all 3,000,000 remaining options).

During the three months ended June 30, 2020, the Company charged the amount of $19,374 to operations in connection with the vesting of restricted common stock ~~in exchange~~as follows: $6,205 for ~~their services as~~shares issued to management; $10,110 for shares issued to board ~~members. The~~members; and $3,059 related to shares ~~were valued at $145,000 based on the closing market price on the date of grant.~~

~~On April 25, 2016 a board member was awarded 100,000 shares of~~issued to an employee. Julie Smith, the Company’s ~~common stock in exchange for his services on~~President, Chief Operating Officer, and a Board member, resigned effective June 30, 2020; at the ~~board and non-qualified stock options to purchase up to~~time of her resignation, a total of 1,000,000 shares of the Company’s common stock ~~in consideration~~issued to Ms. Smith for ~~his services~~compensation as CEO. The stock options were subsequently cancelled in conjunction with his resignation as CEO on September 23, 2016, and 100,000 shares of restricted common stock valued at $47,680, based on the closing market price on the date of grant, in conjunction with the cancellation of all amounts owed as of the date of his resignation.

~~On May 25, 2016,~~ a board member ~~was awarded 100,000 shares of the Company’s common stock, valued at $235,000 based on the closing market price on the date of grant, in exchange for his service as a member of the board.~~

~~On September 23, 2016, the Company appointed three new directors to the Board of Directors,~~were vested, and ~~each received 100,000~~remain outstanding; an additional 250,000 shares of common stock ~~each valued at $27,990 based on the closing market price on the date of grant, in conjunction with their appointments.~~

~~On September 27, 2016, the Company accepted the resignations of its former Chairman~~issued to Ms. Smith for compensation as an officer were vested, and CFO and former CEO. The former CFO had a consulting agreement in the amount of $10,000 per month for professional fees. The Company’s former CEO had an employment agreement effective June 7, 2016 pursuant to which he received a monthly salary in the amount of $12,500 per month for the remainder of the 2016 calendar year, $17,500 per month for the 2017 calendar year, $22,500 per month for the 2018 calendar year and $25,000 per month for the 2019 calendar year. No payments have been made to the former CEO. Both of these agreements were cancelled and the Company has no further obligation to either individuals going forward. Further, the former CFO has agreed to return for cancellation 2,000,000 shares of restricted common stock of the Company, and to use 100,000 shares of Company common stock to settle an obligation to a former employee. The former CEO had been awarded options for the purchase of 1,000,000 shares of restricted common stock, which were all cancelled in conjunction with his resignation.

In addition, the Company had a consulting agreement with a shareholder in the amount of $10,000 per month for professional fees. The shareholder and the Company have agreed to terminate the agreement as of September 30, 2016. In consideration of all amounts owed, the Company issued 966,666also remain outstanding; 750,000 shares of common stock ~~valued at $290,000 based on the closing market price on the date of grant,~~to be issued to Ms. Smith for compensation as an officer had not vested, and ~~the consultant cancelled $290,000 in amounts owed. The amounts owed consist of a) $80,000 in advances to~~these shares were cancelled.

At June 30, 2020, the Company ~~or obligations paid~~accrued dividends on its Series X Preferred stock in the total amount of $32,784. Of this amount, a total of $6,500 was payable to officers and directors,$15,629 was payable to a related party shareholder, and $10,655 was payable to non-related parties.

Related party transactions for the ~~Company, b) $120,000 in consulting fees owed and c) reimbursement of $90,000 of costs related to the formation of Newco4pharmacy, LLC, which was acquired by the Company in December 2015.~~

six months ended June 30, 2019 were as follows:

On ~~December 30, 2016, the Board of Directors of~~March 11, 2019, the Company issued 100,000 shares of ~~restricted~~ common stock to ~~a consultant, who subsequently became~~its President as compensation, and charged the ~~CEO and CFO~~fair value in the amount of $8,740 to operations.

On March 11, 2019, the Company ~~as compensation for his contribution during the prior 90 days. The charge to earnings for this issuance was $19,080.~~

~~On December 30, 2016, the Board voted to issue~~issued 100,000 shares of common stock to ~~each~~a board member as compensation, and charged the fair value in the amount of ~~the Company’s Board members as additional compensation for services during the prior 90 days. Each of the recipients abstained from the vote on their issuance so as not~~$8,740 to ~~be voting on their own issuance; however, each member of the Board voted for the issuance of shares to their fellow Board members. The charge to earnings for this issuance was $19,080, for each of~~operations.

During the three ~~directors, or~~months ended June 30, 2019, the Company accrued the amount of $2,875 in connection with the vested portion of a ~~total of $57,240.~~common stock award granted to its President.

At June 30, 2019, the Company had the following amounts due to related parties:

●

Due to shareholders for accounts payable paid on behalf of the Company and accrued interest: $61,037

●

Note payable in the amount of $75,000 related to reclassification of accounts payable

●

Note payable in the amount of $65,000 related to consulting services provided

●

Note payable in the amount of $58,000 related to accounts payable paid on behalf of the Company

Table of Contents

The Company had accounts payable from related party transactions of $106,866 as of December 31, 2016. The balance was made up of the following: a) two members of the Board of Directors were due $12,000 each for compensation expense that had not been paid; b) the former CEO and CFO of the Company were owed for reimbursable expenses that totaled $75,866; and c) a shareholder paid for expenses of the Company directly to several vendors in the aggregate amount of $7,000.

On January 24, 2017, the Board granted to a member of Board of Directors 25,000 shares of restricted common stock as consideration for services. The member of the Board of Directors abstained from the vote as to not be voting on his own issuance. The value for the issuance was $3,500, based on the closing price on the date of the grant.

On January 25, 2017, the Board granted the newly appointed CEO and CFO 500,000 shares of restricted common stock as part of his employment compensation. The shares are subject to reverse vesting that requires the executive to remain with the Company for three years (shares vest 1/3 per year) and achieve certain management objectives. Effective July 7, 2017, the executive resigned and 400,000 of the shares were cancelled (see Note 10). The expense to the Company was $15,236 during the nine months ended September 30, 2017.

On February 7, 2017, the Board appointed one additional member to the Board of Directors. The directed received the customary 100,000 shares of restricted common stock for his service. The cost to the Company for this issuance was $11,000, based on the closing price on the date of the grant. The director offered to purchase 200,000 shares of restricted common stock at the same time. The consideration for the sale was $22,000. The transaction had no impact on earnings as the shares were priced at the same cost as the closing price on the date of the purchase.

On February 14, 2017, the Board of Directors authorized the issuance of restricted common stock to convert amounts owed to a shareholder for consulting services. A total of $36,210 of accounts payable was converted at a price of $0.14 per share into 258,637 shares of the Company’s common stock. This calculation is based on the closing price of the Company’s common stock on the date of the grant.

On February 14, 2017, the Board of Directors authorized the issuance of restricted common stock to convert amounts owed to a vendor. A total of $20,000 of accounts payable was converted at a price of $0.14 per share into 142,857 shares of the Company’s common stock. This calculation is based on the closing price of the Company’s common stock on the date of the grant.

On February 14, 2017, the Board authorized the issuance of restricted shares of common stock in consideration for the conversion of the prior three month’s salary ($4,000 per month for a total of $12,000) of 2016 owed to a director serving as the Company’s Interim President. The Company issued the director 85,714 shares of common stock at $0.14 per share. The issuance of the foregoing shares was in settlement of all outstanding past debts owed to the director by the Company until February 14, 2017. As the conversion amount equals the share value, no gain or loss was recorded.

On February 14, 2017, the Board granted the newly appointed COO 500,000 shares of restricted common shares as part of his employment compensation. The shares are subject to reverse vesting which requires the executive to remain with the Company for three years (shares vest 1/3 per year) and achieve certain management objectives. The expense to the Company was $11,088.

On March 8, 2017, the Board authorized the issuance of 100,000 restricted common stock to a newly appointed member of the non-executive Advisory Board. The stock was priced at the closing price of the stock at that date which was $0.30. The expense to the Company was $30,000.

On March 8, 2017, the Board authorized the issuance of 100,000 restricted common stock to an advisor with experience in retail pharmacy operations. The stock was priced at the closing price of the stock at that date which was $0.30. The expense to the Company was $30,000.

On April 28, 2017, the Board granted the newly appointed Director of Corporate Communications 500,000 shares of restricted common shares as part of his employment compensation. The shares are subject to reverse vesting that requires the executive to remain with the Company for three years (shares vest 1/3 per year) and achieve certain management objectives. Effective August 1, 2017, the executive resigned and as a result 400,000 of the 500,000 shares were cancelled. The Company charged to operations the amount of $48,000 representing the fair value of 100,000 shares of common stock during the nine months ended September 30, 2017.

~~Table of Contents~~

On July 7, 2017, the Company accepted the resignation of its CEO, who also held the positions of interim CFO and interim Secretary. At the time of his hire, the CEO was granted 500,000 restricted shares as part of his executive compensation plan. The shares were issued subject to reverse vesting conditions. At July 7, 2017, 100,000 shares of restricted common stock have vested and the remaining 400,000 restricted shares will be canceled. The CEO has not been paid any cash compensation. During his tenure at the Company, he accrued $33,333 in salary, which will only be paid after the Company has sufficient financing to support its operations. Dr. Jordan Balencic, the Chairman of the Board of Directors, will assume the role of interim CEO and interim CFO until a successor is appointed.

On July 10, 2017, the Company entered into an agreement with a related party whereby the amount of $75,000 in accounts payable due to the related party for services performed was converted to a note payable. The note payable is due 90 days from the date the Company receives funding in the amount of $1,000,000. The note is non-interest bearing unless it is not paid when due, at which time it will accrue interest at the rate of 12% per annum.

On August 10, 2017, the Company issued 500,000 shares of restricted common stock, subject to reverse vesting conditions, to the Company’s Chief Operating Officer in conjunction with his engagement effective as of February 14, 2017.

On August 10, 2017, the Company cancelled 2,150,000 shares of common stock previously held by its former Chief Executive Officer. The par value of these shares in the amount of $21,500 was charged to additional paid-in capital on the Company's balance sheet at September 30, 2017.

On August 7, 2017, the Company committed to issue 25,000 shares of common stock to a lender for the extension of the term of a note payable. The fair value of these shares in the amount of $3,573 was charged to interest expense during the three months ended September 30, 2017, and is reported as stock payable on the Company's balance sheet at September 30, 2017.

On August 23, 2017, the Company committed to issue 30,000 shares of common stock to a consultant for services. The fair value of these shares in the amount of $2,700 was charged to operations during the three months ended September 30, 2017, and is reported as stock payable on the Company's balance sheet at September 30, 2017.

On September 26, 2017, the Company committed to issue 25,000 shares of common stock to a lender for the extension of the term of a note payable. The fair value of these shares in the amount of $1,950 was charged to interest expense during the three months ended September 30, 2017, and is reported as stock payable on the Company's balance sheet at September 30, 2017.

On September 26, 2017, the Company committed to issue 200,000 shares of common stock to an employee as compensation. The fair value of these shares in the amount of $15,600 was charged to operations during the three months ended September 30, 2017, and is reported as stock payable on the Company's balance sheet at September 30, 2017.

On September 26, 2017, the Company committed to convert accounts payable due to a consultant to the Company in the amount of $76,986 into 987,000 shares of common stock. The amount of $76,986 is reported as stock payable on the Company's balance sheet at September 30, 2017

On September 26, 2017, the Company committed to issue 200,000 shares of common stock to each of two board members, or an aggregate of 400,000 shares, for services performed. The fair value of $31,200 was charged to operations during the three months ended September 30, 2017.

~~Table of Contents~~

Note 5 – Debt

On March 18, 2016, the Company issued a 12% Convertible Promissory Note (the “Convertible Note A”) in the principal amount of $60,000 to a lender. Upon issuance of the Convertible A Note, the lender was awarded 15,000 restricted common stock as an origination fee which includes piggy back registration rights. On September 19, 2016, the Company issued the lender an additional 15,000 restricted common stock at a price of $0.30 per share to extend the term of the loan agreement indefinitely. The cost to the Company was $4,050 in interest expense. On August 10, 2017, the Company issued 25,000 shares of common stock with a fair value of $3,750 for accrued interest through August 1, 2017 in the amount of $7,860. The Company recognized a gain in the amount of $4,110 on this transaction. Accrued interest at September 30, 2017 and December 31, 2016, was $1,200 and $3,660, respectively.

Pursuant to the terms of the Convertible Note A, the Company is obligated to pay monthly installments of not less than $1,000 the first of each month commencing the month following the execution of the Convertible Note A until its maturity on September 16, 2016 at which time the Company is obligated to repay the full principal amount of the Convertible Note A. The Convertible Note A is convertible by the holder at any time into shares of the Company’s common stock at price of $1.00 per share, and throughout the duration of the note, the holder has the right to participate in any financing the Company may engage in upon the same terms and conditions as all other investors. The Company allocated the face value of the Convertible Note A to the shares and the note based on relative fair values, and the amount allocated to the shares of $18,750 was recorded as a discount against the note.

The beneficial conversion feature of $9,375 was recorded as a debt discount with an offsetting entry to additional paid-in capital decreasing the note payable and increasing debt discount. The debt discount is being amortized to interest expense over the term of the debt. For the year ended December 31, 2016, debt discount amortization related to the Convertible Note A was $28,125. There was no amortization of the discount during the 9 months ended September 30, 2017.

On May 19, 2016, the Company issued a 10% Convertible Promissory Note (the “Convertible Note B”) in the principal amount of $100,000 to a lender. Upon issuance of the Convertible Note B, the lender was awarded 24-month warrants to purchase up to 66,666 shares of the Company’s common stock at an exercise price of $2.50 per share. The warrants were valued at $103,086 with $100,000 as a debt discount; the additional $3,086 was expensed as additional interest expense. The debt discount was fully amortized during the year ended December 31, 2016. This obligation, including all warrants, penalties and interest due was cancelled as of September 30, 2016 in consideration of the issuance of 400,000 shares of restricted common stock valued at $120,000. At the time of conversion, the principal amount of the note was approximately $100,000 and total accrued interest thereon was $3,671. Therefore, as a result of the conversion, a loss of $16,329 recognized in the nine months ended September 30, 2016.

August 2014 Series C Convertible ~~Debentures (Series C)~~

Debenture

As part of the restructuring, all debentures issued by Trunity Holdings, Inc., to fund the former, educational business, were eligible to participate in a debt conversion; however, one debenture holder that was issued a Series C Convertible Debenture (the “Series C Debenture”) in August 2014 with an aggregate face value of $100,000 in exchange for the cancellation of Series B Convertible Debentures with a carrying value of $110,833 did not convert such debenture. The Series C Convertible Debenture accrues interest at an annual rate of 10%, matured November 2015, and is convertible into our common stock at a conversion rate of $20.20 per share. The holders of the Series C Debenture also received ~~five year~~five-year warrants to acquire up to 4,950 shares post-split of common stock for an exercise price of $20.20 per ~~share,.~~share. The former educational business allocated the face value of the Series C Debenture to the warrants and the debentures based on its relative fair values, and allocated to the warrants, which was recorded as a discount against the Series C Debenture, with an offsetting entry to additional paid-in capital. The discount was fully expensed upon execution of the new debentures as debt extinguishment costs within discontinued operations. ~~As of September 30, 2017 and December 31, 2016, the carrying value of this Series C Debenture was $110,833 and accrued interest expense of $32,733 and $24,420, respectively.~~ The Series C Debenture is currently in default.

Details of activity for the three months ended June 30, 2020 are presented in Notes Payable Table ~~of Contents~~

1, below.

November 2014 Series D Convertible ~~Debentures (Series D)~~

Debenture

As part of the restructuring all debentures issued by Trunity Holdings, Inc., to fund the former, educational business were eligible to participate in a debt conversion; however, one debenture holder that was issued a Series D Convertible Debenture (the “Series D Debenture”) in November 2014 with an aggregate face value of $10,000 in exchange for the cancellation of Series B Convertible Debenture with a carrying value of $11,333 did not participate in the debt conversion restructuring. The Series D Debenture accrues interest at an annual rate of 12%, matured November 2015, and is convertible into our common stock at a conversion rate of $16.67 per share. The holders of the Series D Debenture also received ~~five year~~five-year warrants to acquire up to 495 shares of common stock for an exercise price of $20.20 per share on a post-split basis. The former educational business allocated the face value of the Series D Debenture to the warrants and the debentures based on their relative fair values, and allocated to the warrants, which was recorded as a discount against the Series D Debenture, with an offsetting entry to additional paid-in capital. The discount was fully expensed upon execution of the new debentures as debt extinguishment costs within discontinued operations. ~~As of September 30, 2017 and December 31, 2016, the carrying value of the Series D Debenture was $11,333 and accrued interest expense of $3,961 and $2,941, respectively.~~ The Series D Debenture is currently in default.

~~Short term loan~~

~~As a result~~ Details of activity for the ~~acquisition of P3 Compounding of Georgia, LLC (“P3”)~~three months ended June 30, 2020 are presented in Notes Payable Table 1, below.

March 2016 Convertible Note A

On March 18, 2016, the Company ~~had~~issued a ~~short-term convertible note with a loan agency~~12% Convertible Promissory Note (the “Convertible Note A”) in the principal amount of ~~$52,000 for the purchase of future sales and credit card receivables of P3. Under~~$60,000 to a lender. Pursuant to the terms of the ~~receivable purchase agreement,~~Convertible Note A, the Company ~~purchased~~is obligated to pay monthly installments of not less than $1,000 the first of each month commencing the month following the execution of the Convertible Note A until its maturity on September 16, 2016 at which time the Company was obligated to repay the full principal amount of the Convertible Note A. The Convertible Note A is convertible by the holder at any time into shares of the Company’s common stock at price of $1.00 per share, and throughout the duration of the note, the holder has the right to participate in any financing the Company may engage in upon the same terms and conditions as all other investors. The Company allocated the face value of the Convertible Note A to the shares and the note based on relative fair values, and the amount allocated to the shares of $18,750 was recorded as a discount against the note. The beneficial conversion feature of $9,375 was recorded as a debt discount with an ~~advance~~offsetting entry to additional paid-in capital decreasing the note payable and increasing debt discount. The debt discount was amortized to interest expense during the year ended December 31, 2016.

Upon issuance of ~~$50,000 plus $2,000 for~~the Convertible Note A, the lender was awarded 15,000 restricted common stock as an origination ~~costs~~fee which includes piggy-back registration rights. On September 19, 2016, the Company issued the lender an additional 15,000 restricted common stock at a price of $0.30 per share to extend the term of the loan agreement indefinitely. The cost to the Company was $4,050 in interest expense. On August 10, 2017, the Company issued 25,000 shares of common stock with a ~~10.5% daily interest rate to be repaid over 160 days at a repayment amount of $451.75 per day. Upon maturity, the total repayment amount will be $72,280. As of December 31, 2016 the carrying~~fair value of ~~this short-term loan was $26,925. For year ending December 31, 2016, no~~$3,750 for accrued interest expense related to this loan was recorded in the Company’s consolidated financial statements as the effective date of acquisition was the last day of the quarter. The origination fee and interest were recorded as debt discount on the date of issuancethrough August 1, 2017 in the amount of ~~$22,280~~$7,860. In April 2018, the Company issued 75,000 shares of common stock with a value of $7,500 as consideration for an extension of the term of the loan to July 1, 2018, and ~~$22,280 was amortized~~on August 13, 2018, the Company issued an additional 75,000 shares of common stock with a value of $6,750 for an extension of the term of the loan to October 31, 2018. During the year ended December 31, 2019, the lender converted principal in the amount of $15,000 into 120,000 shares of common stock. The Company recorded a loss in the amount of $13,867 on this conversion. Also, during the year ~~ending~~ended December 31, ~~2016. Although~~2019, the Company made a principal payment in the amount of $4,000 on this note. Details of activity for the three months ended June 30, 2020 are presented in Notes Payable Table 1, below.

Table of Contents

Power Up Note 11

On September 12, 2019, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 11”) in the aggregate principal amount of $45,000. The Power Up Note 11 entitles the holder to 12% interest per annum and matures on July 15, 2020. Under the Power Up Note 11, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 11 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 11, at a price equal to the higher of the variable conversion price or $0.00006 per share. The variable conversion price shall mean 55% of lowest trading price during the 25 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 11 to the extent that such conversion would result in ~~default,~~beneficial ownership by Power Up and its affiliates of more than 4.99% of the ~~lender~~Company’s issued and outstanding Common Stock. If the Company prepays the Power Up Note 11 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 115%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 11, then such redemption premium is 120%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 125%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 130%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 135%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Power Up Note 11, there shall be no further right of prepayment. The Company ~~have agreed not~~recorded an original issue discount in the amount of $3,000 in connection with the Power Up Note 11; $3,000 was amortized to ~~take any action until such time as repayment can be arranged.~~

~~July 2017~~interest expense during the year ended December 31, 2019. The Company accrued interest in the amount of $1,642 on the Power Up Note

~~On July 10, 2017,~~ 11 during the year ended December 31, 2019. During the year ended December 31, 2019, the Company ~~negotiated~~determined that a derivative liability in the ~~reclassification~~amount of ~~$75,000~~$47,187 existed in ~~accounts payable~~connection with the variable rate conversion feature of the Power Up Note 11. $45,000 of this amount was charged to discount on the Power Up Note 11, and $2,187 was charged to interest expense.

During the six months ended June 30, 2020, the Company made a cash payment in the amount of $74,195 on the Power Up Note 11 which fully satisfied this obligation. This amount consisted of $45,000 of principal, $2,680 of accrued interest, and $23,815 of prepayment penalty. The Company revalued the derivative liability associated with the Power Up Note 11 at the time of payment, and recorded a gain on revaluation in the amount of $35,420. The Company credited the fair value of the derivative liability at the time of payment in the amount of $21,266 to additional paid-in capital. Details of additional activity for the three months ended June 30, 2020 are presented in Notes Payable Table 1, below.

Power Up Note 12

On October 7, 2019, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 12”) in the aggregate principal amount of $53,000 and an original issue discount of $3,000. The Power Up Note 12 entitles the holder to 12% interest per annum and matures on August 15, 2020. Under the Power Up Note 12, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 12 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 12, at a price equal to the higher of the variable conversion price or $0.00006 per share. The variable conversion price shall mean 55% of lowest trading price during the 25 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 12 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Power Up Note 12 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 115%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 12, then such redemption premium is 120%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 125%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 130%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 135%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Power Up Note 12, there shall be no further right of prepayment. The Company accrued interest in the amount of $1,499 on the Power Up Note 12 during the year ended December 31, 2019. During the year ended December 31, 2019, the Company determined that a derivative liability in the amount of $54,969 existed in connection with the variable rate conversion feature of the Power Up Note 12. $53,000 of this amount was charged to discount on the Power Up Note 12, and $2,187 was charged to interest expense. $6,502 of the discount was charged to operations during the year ended December 31, 2019.

During the three months ended June 30, 2020, the Company made a cash payment in the amount of $84,231 on the Power Up Note 12 which fully satisfied this obligation. This amount consisted of $53,000 of principal, $3,312 of accrued interest, and $27,919 of prepayment penalty. The Company revalued the derivative liability associated with the Power Up Note 12 at the time of payment, and recorded a gain on revaluation in the amount of $4,247. The Company credited the fair value of the derivative liability at the time of payment in the amount of $62,569 to additional paid-in capital. Details of additional activity for the three months ended June 30, 2020 are presented in Notes Payable Table 1, below.

Table of Contents

Power Up Note 13

On November 11, 2019, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 13”) in the aggregate principal amount of $73,000 and an original issue discount of $3,000. The Power Up Note 13 entitles the holder to 12% interest per annum and matures on August 30, 2020. Under the Power Up Note 13, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 13 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 12, at a price equal to the higher of the variable conversion price or $0.00006 per share. The variable conversion price shall mean 55% of lowest trading price during the 25 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 13 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Power Up Note 13 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 115%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 13, then such redemption premium is 120%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 125%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 130%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 135%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Power Up Note 13, there shall be no further right of prepayment. The Company accrued interest in the amount of $1,414 on the Power Up Note 13 during the year ended December 31, 2019. During the year ended December 31, 2019, the Company determined that a derivative liability in the amount of $73,529 existed in connection with the variable rate conversion feature of the Power Up Note 13. $73,000 of this amount was charged to discount on the Power Up Note 13, and $529 was charged to interest expense. $6,091 of the discount was charged to operations during the year ended December 31, 2019.

During the three months ended June 30, 2020, the Company made a cash payment in the amount of $115,980 on the Power Up Note 13 which fully satisfied this obligation. This amount consisted of $73,000 of principal, $4,728 of accrued interest, and $38,252 of prepayment penalty. The Company revalued the derivative liability associated with the Power Up Note 13 at the time of payment, and recorded a gain on revaluation in the amount of $4,882. The Company credited the fair value of the derivative liability at the time of payment in the amount of $86,380 to additional paid-in capital. Details of additional activity for the three months ended June 30, 2020 are presented in Notes Payable Table 1, below.

Eagle Equities Note 1

On November 22, 2019, the Company entered into a Securities Purchase Agreement with Eagle Equities, LLC (“Eagle Equities”) pursuant to which Eagle Equities agreed to purchase a convertible promissory note (the “Eagle Equities Note 1”) in the aggregate principal amount of $256,000 and an original issue discount of $6,000. The Eagle Equities Note 1 entitles the holder to 12% interest per annum and matures on November 22, 2020. Under the Eagle Equities Note 1, Eagle Equities may convert all or a portion of the outstanding principal of the Eagle Equities Note 1 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Eagle Equities Note 1, at a price equal to 60% of lowest traded price during the 20 day trading period ending on the day the conversion notice is received by the Company, provided, however, that Eagle Equities may not convert the Eagle Equities Note 1 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Eagle Equities Note 1 during the 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 1, then such redemption premium is 116%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 122%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 128%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 134%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Eagle Equities Note 1, there shall be no further right of prepayment. The Company accrued interest in the amount of $3,367 on the Eagle Equities Note 1 during the year ended December 31, 2019. During the year ended December 31, 2019, the Company determined that a derivative liability in the amount of $271,694 existed in connection with the variable rate conversion feature of the Eagle Equities Note 1. $256,000 of this amount was charged to discount on the Eagle Equities Note 1, and $15,694 was charged to interest expense. $7,784 of the discount was charged to operations during the year ended December 31, 2019.

Table of Contents

During the three months ended June 30, 2020, the holder of the Eagle Equities Note 1 converted the following amounts of principal and accrued interest to common stock: On June 5, 2020, principal of $25,000 and accrued interest of $1,608 were converted at a price of $0.0132 per share into 2,015,783 shares of common stock; On June 17, 2020, principal of $25,000 and accrued interest of $1,708 were converted at a price of $0.0132 per share into 2,023,358 shares of common stock; On June 23, 2020, principal of $40,000 and accrued interest of $2,813 were converted at a price of $0.0132 per share into 3,243,434 shares of common stock; and on June 26, 2020, principal of $26,000 and accrued interest of $1,855 were converted at a price of $0.01362 per share into 2,045,130 shares of common stock. There were no gains or losses recorded, as these conversions were made pursuant to the terms of the agreement. Details of activity for the three months ended June 30, 2020 are presented in Notes Payable Table 1, below.

Eagle Equities Note 2

On December 19, 2019, the Company entered into a Securities Purchase Agreement with Eagle Equities pursuant to which Eagle Equities agreed to purchase a convertible promissory note (the “Eagle Equities Note 2”) in the aggregate principal amount of $256,000 and an original issue discount of $6,000. The Eagle Equities Note 2 entitles the holder to 12% interest per annum and matures on December 19, 2020. Under the Eagle Equities Note 2, Eagle Equities may convert all or a portion of the outstanding principal of the Eagle Equities Note 2 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Eagle Equities Note 2, at a price equal to 60% of lowest traded price during the 20 day trading period ending on the day the conversion notice is received by the Company, provided, however, that Eagle Equities may not convert the Eagle Equities Note 2 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Eagle Equities Note 2 during the 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 2, then such redemption premium is 116%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 122%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 128%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 134%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Eagle Equities Note 2, there shall be no further right of prepayment. The Company accrued interest in the amount of $1,094 on the Eagle Equities Note 2 during the year ended December 31, 2019. During the year ended December 31, 2019, the Company determined that a derivative liability in the amount of $277,476 existed in connection with the variable rate conversion feature of the Eagle Equities Note 2. $256,000 of this amount was charged to discount on the Eagle Equities Note 2, and $21,476 was charged to interest expense. $8,393 of the discount was charged to operations during the year ended December 31, 2019. Details of activity for the three months ended June 30, 2020 are presented in Notes Payable Table 1, below.

Eagle Equities Note 3

On January 24, 2020, the Company entered into a Securities Purchase Agreement with Eagle Equities pursuant to which Eagle Equities agreed to purchase a convertible promissory note (the “Eagle Equities Note 3”) in the aggregate principal amount of $256,000 and an original issue discount of $6,000. The Eagle Equities Note 3 entitles the holder to 12% interest per annum and matures on January 24, 2021. Under the Eagle Equities Note 3, Eagle Equities may convert all or a portion of the outstanding principal of the Eagle Equities Note 3 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Eagle Equities Note 3, at a price equal to 60% of lowest traded price during the 20 day trading period ending on the day the conversion notice is received by the Company, provided, however, that Eagle Equities may not convert the Eagle Equities Note 3 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Eagle Equities Note 3 during the 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 3, then such redemption premium is 116%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 122%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 128%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 134%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Eagle Equities Note 3, there shall be no further right of prepayment. During the three months ended March 31, 2020, the Company determined that a derivative liability in the amount of $272,412 existed in connection with the variable rate conversion feature of the Eagle Equities Note 3. $250,000 of this amount was charged to discount on the Eagle Equities Note 3, and $22,412 was charged to interest expense. Details of additional activity for the three months ended June 30, 2020 are presented in Notes Payable Table 1, below.

Table of Contents

Eagle Equities Note 4

On March 10, 2020, the Company entered into a Securities Purchase Agreement with Eagle Equities pursuant to which Eagle Equities agreed to purchase a convertible promissory note (the “Eagle Equities Note 4”) in the aggregate principal amount of $129,000 and an original issue discount of $4,000. The Eagle Equities Note 4 entitles the holder to 12% interest per annum and matures on March 10, 2021. Under the Eagle Equities Note 4, Eagle Equities may convert all or a portion of the outstanding principal of the Eagle Equities Note 4 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Eagle Equities Note 4, at a price equal to 60% of lowest traded price during the 20 day trading period ending on the day the conversion notice is received by the Company, provided, however, that Eagle Equities may not convert the Eagle Equities Note 4 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Eagle Equities Note 4 during the 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 4, then such redemption premium is 116%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 122%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 128%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 134%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Eagle Equities Note 4, there shall be no further right of prepayment. During the three months ended March 31, 2020, the Company determined that a derivative liability in the amount of $139,021 existed in connection with the variable rate conversion feature of the Eagle Equities Note 4. $125,000 of this amount was charged to discount on the Eagle Equities Note 4, and $14,021 was charged to interest expense. Details of additional activity for the three months ended June 30, 2020 are presented in Notes Payable Table 1, below.

Eagle Equities Note 5

On April 8, 2020, the Company entered into a Securities Purchase Agreement with Eagle Equities pursuant to which Eagle Equities agreed to purchase a convertible promissory note (the “Eagle Equities Note 5”) in the aggregate principal amount of $100,000 and an original issue discount of $4,000. The Eagle Equities Note 4 entitles the holder to 12% interest per annum and matures on April 8, 2021. Under the Eagle Equities Note 5, Eagle Equities may convert all or a portion of the outstanding principal of the Eagle Equities Note 5 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Eagle Equities Note 5, at a price equal to 60% of lowest traded price during the 20 day trading period ending on the day the conversion notice is received by the Company, provided, however, that Eagle Equities may not convert the Eagle Equities Note 5 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Eagle Equities Note 5 during the 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 5, then such redemption premium is 116%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 122%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 128%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 134%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Eagle Equities Note 5, there shall be no further right of prepayment. During the three months ended June 30, 2020, the Company determined that a derivative liability in the amount of $106,576 existed in connection with the variable rate conversion feature of the Eagle Equities Note 5. $100,000 of this amount was charged to discount on the Eagle Equities Note 5, and $6,576 was charged to interest expense. Details of additional activity for the three months ended June 30, 2020 are presented in Notes Payable Table 1, below.

PPP Loan

On May 4, 2020, the Company received loan ~~payable~~proceeds from Bank of America in the amount of $460,406 under the Paycheck Protection Program (the ~~“July 2017 Note”~~“PPP Loan”). The ~~July 2017 Note~~PPP loan was obtained pursuant to the CARES Act, which provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business plus Economic Injury Disaster Loan amounts. The loans and accrued interest are forgivable after sixty days providing the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the sixty-day period. According to its terms, the PPP Loan is ~~due no later than 90 days after the receipt of a minimum of $1,000,000 of funding. The July 2017 Note bears no interest; however, if it is not paid by the due date,~~payable over two years at an interest ~~will accrue at the~~ rate of ~~12% per year.~~1%, with a deferral of payments for the first six months. Subsequent to June 30, 2020, the Company determined that errors had been made in the application submitted to obtain this loan. On July 21, 2020, Bank of America notified the Company in writing that it should not have received $440,000 of the loan proceeds, representing an amount for the refinancing of an Economic Injury Disaster Loan which the Company did not receive. Bank of America has required that the Company remit such funds back to Bank of America. The Company is currently in discussions with Bank of America to arrange terms for a repayment plan. The PPP Loan has been classified as a current liability on the Company’s balance sheet at June 30, 2020. See Note 9.

Table of Contents

Details of additional activity for the three months ended June 30, 2020 are presented in Notes Payable Table 1, below.

Notes Payable Table 1:

									Interest		Amortization		Interest		Amortization
									Expense		of Discount		Expense		of Discount
									3 months		3 months		6 months		6 months		Discount
	Principal Balance				Accrued Interest				ended		ended		ended		ended		Balance
	6/30/2020		12/31/2019		6/30/2020		12/31/2019		6/30/2020		6/30/2020		6/30/2020		6/30/2020		6/30/2020
Series C Convertible Debenture	$	110,833	$	110,833	$	63,235	$	57,709	$	2,763	$	-	$	5,526	$	-	$	-

Series D Convertible Debenture		11,333		11,333		7,704		7,026		339		-		678		-		-

Convertible Note A		41,000		41,000		9,555		7,101		1,227		-		2,454		-		-

Power Up Note 11		-		45,000		-		1,805		-		-		875		38,498		-

Power Up Note 12		-		53,000		-		1,499		227		37,313		1,813		46,014		-

Power Up Note 13		-		73,000		-		1,488		1,056		57,005		3,240		66,554		-

Eagle Equity Note 1**		140,000		256,000		10,261		3,367		7,220		126,403		14,879		139,197		109,019

Eagle Equity Note 2		256,000		256,000		16,329		1,010		7,659		28,461		15,318		40,279		207,328

Eagle Equity Note 3		256,000		-		13,298		-		7,659		16,406		13,298		25,903		230,097

Eagle Equity Note 4		129,000		-		4,750		-		3,859		8,378		4,750		15,800		113,200

Eagle Equity Note 5		100,000		-		2,729		-		2,729		13,931		2,729		13,931		90,069

PPP Loan		460,406		-		719		-		719		-		719		-		-

Other		-		-		-		1,865		-		-		-		-		-

Total	$	1,504,572	$	846,166	$	128,580	$	82,870	$	35,457	$	287,8979	$	67,865	$	386,175	$	749,713

** Subsequent to June 30, 2020, $140,000 of principal and $11,042 of accrued interest of this note were converted to a total of 8,938,549 shares of the Company’s common stock.

Table of Contents

The total amount of notes payable at June 30, 2020 and December 31, 2019 is presented in Notes Payable Table 2 below:

Notes Payable Table 2:

	June 30, 2020			December 31, 2019
Total notes payable	$	1,504,572		$	846,166
Less: Discount		(749,713	)		(646,888	)
Notes payable - net of discount	$	754,859		$	199,278

Current Portion, net of discount	$	754,859		$	199,278
Long-term portion, net of discount	$	-		$	-

Note 6 – Derivative Liabilities

Certain of the Company’s convertible notes and warrants contain features that create derivative liabilities. The pricing model the Company uses for determining fair value of its derivatives is the Lattice Model. Valuations derived from this model are subject to ongoing internal and external verification and review. The model uses market-sourced inputs such as interest rates and stock price volatilities. Selection of these inputs involves management’s judgment and may impact net income. The derivative components of these notes are valued at issuance, at conversion, at restructure, and at each period end.

Derivative liability activity for the year ended December 31, 2019 and the six months ended June 30, 2020 is summarized in the table below:

December 31, 2018	$	-
Conversion features issued		1,472,320
Warrants issued		187,968
Settled upon conversion or exercise		(689,469	)
Settled upon payment of note		(191,827	)
Loss on revaluation		709,431
December 31, 2019	$	1,488,423

Conversion features issued		518,009
Settled upon conversion or exercise		(664,684	)
Settled upon payment of note		(148,949	)
Gain on revaluation		(211,102	)
June 30, 2020	$	981,697

Note 67 – Stockholders’ Deficit

~~Sale of~~

Common Stock ~~– During the fiscal year of 2016, the~~

The Company ~~raised gross proceeds of $60,000 through the sale of 120,000~~has authorized 500,000,000 shares of common stock, par value $0.01; 98,796,144 and 81,268,443 shares were issued and outstanding at June 30, 2020 and December 31, 2019, respectively.

Common Stock Transactions During the SixMonths Ended June 30, 2020

During the six months ended June 30, 2020, the Company issued 2,901,440 shares of common stock for the cashless exercise of warrants. These warrants were issued pursuant to ~~accredited investors~~a settlement agreement with a note holder regarding the effective price of warrants issued with regard to a variable conversion price feature which resulted in ~~private placement transactions~~the issuance of 1,011,967 more shares than would have been issued prior to the settlement agreement. The Company recorded a loss in the amount of $24,894 on this transaction based upon the additional shares issued at the market price of the Company’s common stock.

Table of Contents

Also, during the six months ended June 30, 2020, the holder of the Eagle Equities Note 1 converted the following amounts of principal and accrued interest to common stock: On June 5, 2020, principal of $25,000 and accrued interest of $1,608 were converted at a price of ~~$0.50~~$0.0132 per share., of which 50,000 shares were issued during the nine months ended September 30, 2017. The Company incurred $9,000 of securities issuance costs representing commissions paid to broker-dealers who assisted with these transactions.

~~During the nine months ending September 30, 2017, the Company raised gross proceeds of $47,000 through the sale of 250,000~~share into 2,015,783 shares of common ~~stock to a new member~~stock; On June 17, 2020, principal of ~~the Board~~$25,000 and accrued interest of ~~Directors and a third party investor~~$1,708 were converted at a price of ~~$0.11~~$0.0132 per ~~share.~~

~~Shares for Stock Based Compensation~~ ~~– During~~share into 2,023,358 shares of common stock; On June 23, 2020, principal of $40,000 and accrued interest of $2,813 were converted at a price of $0.0132 per share into 3,243,434 shares of common stock; and on June 26, 2020, principal of $26,000 and accrued interest of $1,855 were converted at a price of $0.01362 per share into 2,045,130 shares of common stock. There were no gains or losses recorded, as these conversions were made pursuant to the ~~fiscal year~~terms of ~~2016, in connection with services rendered,~~the agreement.

Also, during the six months ending June 30, 2020, the Company issued ~~4,070,000,~~200,000 restricted shares of the Company’s common stock at valued ~~at $3,377,735~~$7,680 in exchange for services conducted on behalf of the Company. The value of these shares was based on the closing market price on the respective date of grant.

~~During~~

Also, during the ~~nine~~six months ~~ending September~~ended June 30, ~~2017,~~2020, the Company charged the amount of $53,050 to operations in connection with ~~services rendered,~~the vesting of stock granted to its officers and board members; the Company also charged the amount of $27,580 to operations in connection with the vesting of options granted to officers and board members.

Also, during the six months ended June 30, 2020, the Company entered into agreements to issue 500,000 options to each of four consultants (a total of 2,000,000 options). The options have a fair value of $20,930 per consultant (a total of $83,720). These agreements will become effective April 6, 2020, at which time the Company will begin to charge the value of these options to operations. The Company valued these options using the Black-Scholes valuation model.

Also, during the six months ended June 30, 2020, the Company entered into agreements with two note holders regarding the exercise price of warrants held by the note holders. These agreements resulted in the following: (i) the Company issued ~~1,083,637~~1,000,000 shares of common stock, and the note holders agreed to cancel 2,769,482 warrants; the Company recorded a gain in the amount of $77,652 on this transaction; (ii) the Company issued 4,098,556 shares of common stock for the exercise of 4,480,938 warrants in a cashless transaction; the Company recorded a gain in the amount of $259,947 on this transaction, which is included in gain on derivative liabilities.

Common Stock Transactions During the Six Months Ended June 30, 2019

During the six months ending June 30, 2019, the Company issued 200,000 restricted shares of the Company’s common stock at valued ~~at $123,498~~$17,480 in exchange for services conducted on behalf of the Company. The value of these shares was based on the closing market price on the respective date of grant.

Also, during the six months ended June 30, 2019, the Company charged the amount of $2,875 to additional paid-in capital in connection with the vesting of stock granted to its President.

Also during the six months ended June 30, 2019, the Company issued, in seven transactions, a total of 1,918,625 shares in connection with the conversion of notes payable principal and accrued interest in the aggregate amount of $86,000 and $4,260, respectively; a loss in the aggregate amount of $99,724 was recognized on these transactions.

Also, during the six months ended June 30, 2019, the Company cancelled 400,000 shares of common stock issued to a former executive officer.

Preferred Stock

The Company ~~also~~ has ~~an additional 1,230,000~~authorized 100,000,000 shares of Preferred Stock. At June 30, 2020, designations have been filed for the issuance of up to ~~be issued valued at $112,736 included in~~400,000 shares of its Series X preferred stock, ~~payable.~~and for the issuance of up to 500,000 shares of its Series A Preferred stock.

Table of Contents

~~Shares~~

Series A Preferred Stock

The Company has issued ~~for convertible note payable issuance~~ ~~– During fiscal year~~4,800 and 0 shares of ~~2016, in connection with conversion~~its 10% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Series A Preferred Stock”) as of June 30, 2020 and December 31, 2019, respectively. The Series A Preferred Stock has a ~~six-month convertible promissory note,~~par value of $0.01 per share, no stated maturity, a liquidation preference of $25.00 per share, and will not be subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless the Company ~~issued 15,000~~decides to redeem or otherwise repurchase the Series A Preferred Stock. The Series A Preferred Stock is not redeemable prior to March 3, 2023. The Series A Preferred Stock will rank senior to all classes of the Company’s common stock and will accrue 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 ~~with~~at a ~~fair value of $18,750 that was valued based on~~price equal to the average closing ~~market~~ price onover the five days prior to the date of the ~~grant.~~dividend declaration. The Series A Preferred Stock will have no voting rights. The Company valued the 4,800 shares ~~were issued in consideration~~ of ~~the interest and fees due on the loan.~~

Series A Preferred Stock at $71,558 or approximately $14.91 per share based upon an analysis performed by an independent valuation consultant.

Series A Preferred Stock Transactions During the ~~nine months ending September~~Six Months Ended June 30 ~~2017, in connection with a convertible promissory note,~~, 2020

On March 2, 2020, the Company issued ~~15,000~~4,800 shares of its Series A Preferred Stock to four individuals with certain skills and know-how to assist the Company in the development of its newly-formed subsidiary The Good Clinic, LLC. The Company has valued these shares at $71,558 or approximately $14.91 per share based upon an analysis performed by an independent valuation consultant. During the six months ended June 30, 2020, the Company accrued dividends in the amount of $3,967 on the Series A Preferred Stock. At June 30, 2020, dividend payable on the Series A Preferred Stock was $3,967. At June 30, 2020, if management determined to pay these dividends in shares of the Company’s common stock, ~~with a fair value~~this would result in the issuance of $1,500 that was valued based on the closing market price on the date of the grant. The Company also committed to issue an additional 50,000 shares with a value of $5,523. The shares were issued in consideration of the extension of the due date of the loan. The Company also issued 25,00098,780 shares of common stock ~~with~~based upon the average price of $0.0402 per share for the five day period ended June 30, 2020.

Series X Preferred Stock

The Company has issued 26,227 shares of its 10% Series X Cumulative Redeemable Perpetual Preferred Stock (the “Series X Preferred Stock”) as of June 30, 2020 and December 31, 2019 and 2018. The Series X Preferred Stock has a ~~fair~~par value of ~~$3,750 for~~$0.01 per share, no stated maturity, a liquidation preference of $25.00 per share, and will not be subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless the ~~conversion~~Company decides to redeem or otherwise repurchase the Series X Preferred Stock; the Series X Preferred Stock is not redeemable prior to November 4, 2020. The Series X Preferred Stock will rank senior to all classes of ~~accrued interest in~~ the ~~amount~~Company’s common stock and will accrue dividends at the rate of ~~$7,860.~~10% on $25.00 per share. The Company ~~recorded a gain~~reserves the right to pay the dividends in ~~the amount of $4,110 on this transaction.~~

~~Shares issued for conversion of accounts payable~~- During the fiscal year of 2016, the Company converted several accounts payable amounts to stock. The company issued 1,066,666 shares of common stock valued at $580,000 to settle the outstanding accounts payable. As a result of the settlements, a loss of $190,000 was recorded due to the fair value of the shares exceeding the fair value of accounts payable settled.

During the nine months ending September 30, 2017, the Company converted several accounts payable amounts to shares of common stock. The Company issued 228,571 shares of common stock valued at $32,000 to settle the outstanding accounts payable. The Company also committed to issue 987,000 shares of common stock valued at $76,986 to settle additional outstanding accounts payable.

~~Shares issued for conversion of debt- On September 30, 2016, a member of the board of advisors elected to convert his loan to the Company in the amount of $100,000 and accrued interest thereon into 400,000~~ shares of the Company’s common ~~stock. At~~stock at a price equal to the ~~time~~average closing price over the five days prior to the date of ~~conversion,~~ the ~~principal~~dividend declaration. The Series X Preferred Stock will have “super” voting rights such that each share of Series X Preferred Stock will be entitled to 20,000 votes. The Series X Preferred Stock has a fair value of $34.73 as determined by the Company’s independent valuation consultant.

Series X Preferred Stock Transactions During the Six Months Ended June 30, 2020

During the six months ended June 30, 2020, the Company accrued dividends in the amount of $32,784 on the ~~note~~Series X Preferred Stock. At June 30, 2020, dividend payable on the Series X Preferred Stock was ~~approximately $100,000 and total accrued interest thereon was $3,671. Therefore, as a result~~$32,784. At June 30, 2020, if management determined to pay these dividends in shares of the ~~conversion, there was a loss of $16,329 recognized~~Company’s common stock, this would result in the ~~fiscal year~~issuance of 816,335 shares of common stock based upon the average price of $0.0402 per share for the five day period ended ~~December 31, 2016.~~

~~Debt beneficial conversion feature for convertible note payable~~ – During the fiscal year ended December 31, 2016, the Company raised gross proceeds of $201,780 pursuant to a convertible notes payable that allocated the face value of the note to the shares and debt based on their relative fair values and, resulted in the recording of beneficial conversion features totaling $67,062 as a discount against the notes, with an offsetting entry to additional paid-in capital. The discount is being amortized into interest expense over the term of the note.

~~Stock payable for debt~~ ~~- Two notes issued in fiscal 2016 contained $10,000 of stock payable each which remained outstanding as of September~~June 30, ~~2017.~~

~~Stock returned for cancellation~~ ~~– On August 10, 2017, the Company received for cancellation 2,150,000 shares held by its former Chief Executive Officer.~~

2020.

~~Note 7 – Stock Options~~

~~A summary of options issued, exercised and cancelled are as follows:~~

Shares
Weighted- Average
Exercise Price ($)

Weighted- Average
Remaining
Contractual Term

Aggregate Intrinsic
Value ($)

Outstanding at December 31, 2016 67,879 $ 21.40 6.17 —
Granted — — — —
Cancelled — — — —

Outstanding at September 30, 2017 67,879 $ 21.40 5.42 —

Exercisable at September 30, 2017 67,879 $ 21.40 5.42 —

Table of Contents

~~Note 8 –~~

Stock ~~Warrants~~

~~Subsequent~~Options

The following table summarizes the options outstanding at June 30, 2020 and the related prices for the options to ~~the restructuring~~purchase shares of the ~~Company~~Company’s common stock:

						Weighted				Weighted
				Weighted		average				average
				average		exercise				exercise
Range of		Number of		remaining		price of		Number of		price of
exercise		options		contractual		outstanding		options		exercisable
prices		outstanding		life (years)		options		exercisable		options
$	0.03		250,000		9.93	$	0.03		-	$	-
$	0.05		7,000,000		9.70	$	0.05		-	$	-
$	21.40		67,879		2.67	$	21.40		67,879	$	21.40
			7,317,879		9.70	$	0.25		67,879	$	21.40

Transactions involving stock options are summarized as follows:

	Shares			Weighted- Average Exercise Price ($)
Outstanding at December 31, 2018		67,879		$	21.40
Granted		-			-
Cancelled		-			-

Outstanding at December 31, 2019		67,879		$	21.40

Granted		8,750,000		$	0.05
Cancelled		(1,500,000	)		-
Outstanding at June 30, 2020		7,317,879		$	0.25

Exercisable at June 30, 2020		67,879		$	21.40

At June 30, 2020, the total stock-based compensation cost related to unvested awards not yet recognized was $253,582.

Warrants

The following table summarizes the warrants outstanding at June 30, 2020 and the ~~spin-out,~~related prices for the ~~Company had~~ warrants to purchase ~~common stock outstanding that were not terminated and have continued as part~~shares of the ~~operations as detailed below. The warrants were adjusted for a 1 for 101 stock split due to the spin-out and restructuring plan as authorized. All warrants outstanding as~~Company’s common stock:

	Shares			Weighted- Average Exercise Price ($)

Outstanding at December 31, 2018		1,167,653		$	2.18

Granted		400,000		$	0.00858
Additional warrants due to trigger of ratchet feature		6,659,382		$	0.00858
Exercised – cashless conversion		(3,514,900	)	$	0.00858
Forfeited		(2,769,482	)	$	0.00858
Expired		(142,653	)		17.42
Outstanding at December 31, 2019		1,800,000		$	0.00858

Granted		6,582,382		$	0.00858
Exercised		(8,382,382	)	$	0.0561
Outstanding at June 30, 2020		-		$	-

Table of ~~September 30, 2017 are scheduled to expire at various dates through 2019. A summary of warrants issued, exercised and expired are as follows:~~Contents

Shares
Weighted- Average
Exercise Price ($)

Weighted- Average
Remaining
Contractual Term

Outstanding at December 31, 2016 142,653 $ 17.42 2.25
Granted — — —
Expired — — —

Outstanding at September 30, 2017 142,653 $ 17.42 1.50

Exercisable at September 30, 2017 142,653 $ 17.42 1.50

Note 98 – Commitments and Contingencies

Legal

National Council for Science and the Environment, Inc. v. Trunity Holdings, Inc., Case No. 2015 CA 009726 B, Superior Court for the District of Columbia, Civil Division.

This action was filed on December 16, 2015 by the National Council for Science and the Environment, Inc. (“NCSE”) in the ~~state court in the~~ District of Columbia Superior Court against Trunity Holdings, Inc. ~~(“Trunity”)~~(which was a former name of the Company) and alleges claims for breach of contract. Acknowledgement of indebtedness and settlement agreement and quantum ~~meruit~~merit arising out of an agreement was entered into between NCSE and Trunity in 2014. The complaint ~~seeks~~sought damages in the amount of $177,270, inclusive of attorney’s fees, costs and accrued interest, continuing interest in the amount of 12% per annum and attorney’s fees and costs of collection relating to the case. The Company, in its answer dated January 27, 2016, denied the material allegations made by NCSE, asserted a number of affirmative defenses and filed a counterclaim alleging claims for fraud, negligent misrepresentation, breach of fiduciary duty, breach of contract and unjust enrichment. In its counterclaim, the Company sought actual and compensatory damages against NCSE that it ~~believes~~believed exceed the amount sought by NCSE on its claims, pre-judgment interest, punitive damages and all costs and expenses, including attorney’s fees, incurred by the Company in bringing its claims against NCSE.

On September 23, 2016, the Company settled this obligation with an agreement to pay $48,500 to NCSE if paid by November 4, 2016, and $75,000 if paid later. ~~The~~On May 15, 2020, the Company entered into a further settlement agreement with NCSE whereby the Company paid $5,000 in cash for full settlement and release of all obligations. As such the Company has ~~not paid~~no further obligation to NCSE. This settlement was recorded during the ~~amounts as~~three months ending June 30, 2020; the Company recognized a gain in the amount of ~~the date of~~$70,000 on this ~~filing, and has recorded the obligation at $75,000.~~

~~Table of Contents~~

transaction.

Carlton Fields Jorden Burt, P.A. ~~vs. True Nature Holding, Inc., f/k/a/ Trunity Holdings, Inc.~~

This action was filed on May 18, 2017 by a law firm that represented the Company prior to the spin-out of the educational software business in 2016 with the intent of collection past due invoices in the aggregate amount of $241,828. The Company believes it has ~~strong~~ defenses against any such ~~action and anticipates a settlement upon completion of certain funding activities.~~action. The Company has recorded a liability in the amount of ~~$241,828~~$266,319 on its balance sheet at ~~September~~June 30, ~~2017.~~

~~230 Commerce Way, LLC vs. Trunity, Inc.~~

~~A former landlord~~2020.

On May 15, 2020, the Company entered into a settlement agreement with Carlton Fields whereby the Company paid $30,000 in cash for full settlement and release of all obligations. As such the Company has ~~filed an action~~no further obligation to Carlton Fields. This settlement was recorded during the three months ending June 30, 2020; the Company recognized a gain in ~~New Hampshire to collect~~the amount of $236,319 on ~~rent from~~this transaction.

Other

Effective July 1, 2020, Ms. Julie Smith, the Company’s former President, Chief Operating Officer and a ~~lease that existed prior to 2013. While this is an obligation~~member of the ~~spin-out business,~~Board of Directors resigned all positions with the Company. Ms. Smith has retained counsel and ~~not~~has indicated her intent to file an administrative charge of discrimination in Colorado under certain provisions of the ~~Company, we expect to expend approximately $20,000 to defend ourselves in this action.~~

~~Trunity, Inc.~~

~~The spin-out~~anti-discrimination laws of that ~~now owns the former educational software business~~state. Although no administrative charge has been ~~informed that they owe~~filed as of this date, if an administrative charge is filed, the ~~Company from the obligations of the NCSE settlement, and the costs of the legal action. We intend to take all actions available to us to collect on these amounts.~~

company will vigorously defend itself.

Note 109 – Subsequent Events

PPP Loan Repayment

On ~~September 27, 2017,~~April 25, 2020, the ~~Board appointed Thomas Burnell as President and Chief Executive Officer~~Company received a loan in the amount of $460,406 from the United States Small Business Administration under the Payroll Protection Program. Subsequent to June 30, 2020, the Company determined that errors had been made in the application submitted to obtain this loan. On July 21, 2020, Bank of America notified the Company in writing that it should not have received $440,000 of the ~~Company effective as~~loan proceeds, representing an amount for the refinancing of ~~October 2, 2017. On November 19, 2017 the Chairman of the Board of~~an Economic Injury Disaster Loan which the Company ~~and Mr. Burnell agreed~~did not receive. Bank of America has required that ~~it was in the best interest of both parties to terminate his employment agreement, and on November 29, 2017,~~ the Company ~~and Mr. Burnell agreed on definitive~~remit such funds back to Bank of America. The Company is currently in discussions with Bank of America to arrange terms for ~~his termination agreement.~~

~~Mr. Burnell shall be~~a repayment plan.

Common Stock Issued for Conversion of Notes Payable

On July 9, 2020, the Company issued ~~80,000~~3,188,735 shares of ~~restricted~~ common stock ~~that had been agreed upon~~at a price of $0.01518 per share pursuant to the conversion of $45,000 of principal and $3,405 of accrued interest in conjunction with his hiring, but will not receive any other consideration, compensation or expense reimbursement. The Chairman of the Board reported that the scope of the responsibilities of the job exceeded Mr. Burnell's expectations, and there were no conflicts associated with his departure.Eagle Equities Note 1.

We evaluated subsequent events after the balance sheet date through the date the financial statements were issued. Other than the events described above, we did not identify any additional material events or transactions which occurred during this subsequent event reporting period that required further recognition or disclosure in these financial statements.

Table of Contents

On July 17, 2020, the Company issued 3,429,814 shares of common stock at a price of $0.01572 per share pursuant to the conversion of $50,000 of principal and $3,917 of accrued interest in Eagle Equities Note 1.

On July 30, 2020, the Company issued 2,320,000 shares of common stock at a price of $0.021 per share pursuant to the conversion of $45,000 of principal and $3,720 of accrued interest in Eagle Equities Note 1.

Dr. H. Faraz Naqvi appointed to Board of Directors

On July 13, 2020, the Board of Directors appointed Dr. H. Faraz Naqvi to the Board of Directors of the Company. Dr. H. Faraz Naqvi currently serves as the Co-founder and CEO of Crossover Partners, based in Boston, Mass., whose mission is to invest in healthcare investments. He founded the firm in 2015. He joined the Board of Directors of UC Health, a health system based in Colorado and remains in that position. Since 2016 he has served as a member of the Board for the Health District of Northern Larimer County, Colorado. In 2012 the co-founder of Remote Health Access, whose mission is elderly care and telemedicine.

In May 2016 Dr. Naqvi founded Front Range Geriatric Medicine, a medical practice firm, and operated that practice from 2012 through 2019. Previously, Dr. Naqvi was founder of Avicenna Capital, located in London. The firm was a healthcare investment firm and was an affiliate of Brevan Howard Asset Management in London, UK. He was there from 2007 through 2009. Prior to founding Avicenna, Faraz was a Managing Director at Pequot Capital from 2001 until 2007, where he served as the manager of the $1.3 billion healthcare fund, about $1 billion of the firm’s healthcare allocation, and a $250 million emerging markets healthcare fund. From 1991 until 2001, Faraz managed roughly $4 billion in healthcare funds at Allianz/Dresdner RCM capital where he had the highest returning funds in the world for two years. He also served as an analyst with Bank of America/Montgomery Securities from 1997 and 1998. He began his finance career as a healthcare consultant with McKinsey & Co. from 1995 until 1997.

Dr. Naqvi is a Boettcher Scholar graduate of Colorado College (1986), studied economics at Trinity College, Cambridge University (1989) where he was a Marshall Scholar, received his M.D. from Harvard Medical School/M.I.T. (1993), where he performed angiogenesis research with Drs. Judah Folkman, Robert Langer and Marsha Moses. Faraz is board certified in internal medicine and geriatrics and licensed in California, New York and Colorado.

Mr. Juan Carlos Iturregui, Esq. appointed to Board of Directors

On July 31, 2020, the Board of Directors of the Company (the “Board”) appointed Mr. Juan Carlos Iturregui, Esq., to the Board.Mr. Juan Carlos Iturregui, age 55, is a licensed attorney with extensive experience in mergers and acquisitions, international and domestic business development and funding, with special expertise in the Central and South America markets. He is adept in working with the US Congress and executive branch, and foreign governments; he has an in-depth understanding of multilateral entities, stakeholders, and special interests in formulation of projects and policies. He is highly knowledgeable about emerging global political and economic developments. Mr. Iturregui is a proven professional committed to ethics, transparency and social responsibility.

In 2005, he founded Milan Americas, LLC, in Washington D.C., a business consultancy where he remains the Managing Director. This consulting practice specializes in commercial, regulatory and project development engagements with focus on infrastructure and renewable energy projects in Latin America, the Caribbean and Hispanic markets. He has also had a focus on healthcare where he played a key role in expansion of major US regional healthcare provider into a new marketplace. He also co-developed and co-owned the largest solar farm in the Caribbean Basin (27MW) in 2015.

During 2019 and until June 2020 Mr. Iturregui has been a Partner, and a Member of the firm’s Government Relations and the Infrastructure & Energy Practices with Nelson Mullins, LLP, Washington, D.C. office. Nelson Mullins is an Am Law 100 firm with 122 years of operations and with significant presence in Washington, D.C. and offices in 25 cities across the U.S.

In 2007 and until 2018, Mr. Iturregui was a Senior Advisor at Dentons, LLP, based in Washington, D.C., a global law firm with significant presence in Washington, D.C. and offices in 85 cities across 58 countries. He was the Senior Advisor and Counsel to the Global Chairman. He worked with the international team and leadership on expanding practices and services. He was an Advisor to the Chairman on issues/structures related to the global combination (merger) with SNR Denton in 2010.

From 2003 through 2005 he was with Quinn Gillespie & Associates, in Washington, D.C., a leading DC bipartisan public policy and communications firm where he was a Director. While there, he advocated public policy positions and initiatives regarding trade, tax, finance, health care, infrastructure development and appropriations on behalf of various entities, including Fortune 500 corporations, trade associations and local governments.

Table of Contents

From 2001 through 2002 he was with Hunton & Williams, LLP in Washington, D.C. where he was Senior Director of Government and Latin America Affairs.

From 1997 through 2000 he was with Verner, Lipfert, Bernard, McPherson & Hand, a Washington, D.C. based law firm as Senior Attorney and Director for International Affairs. Key projects included structuring greenfield outsourcing of a P-3 super-aqueduct project, consulting to a large power utility on contract negotiations with two large “IPPs” and coordinated coalition in a major trade litigation dispute with successful outcomes.

Mr. Iturregui was awarded a J.D. from The Catholic University of America, Washington, D.C. in 1990, and received a Bachelors degree from the University of Massachusetts, Amherst, MA in 1987.

Of note is Mr. Iturregui’s extensive experience in government and public service, including the following:

Board Member & Vice Chair — U.S. Inter-American Foundation (IAF) Appointed by President Barack Obama to serve six-year term (2015 – current). Appointment. Confirmed unanimously by the United States Senate. Promoted to Vice Chair by President Obama on July, 2016.

Member, Board of Visitors (Trustee), George Mason University (GMU) Appointed by the Governor of the Commonwealth of Virginia to serve four-year term (2019 – 2023). GMU is one of the largest Tier-1 public research universities in the nation.

Board Member & Vice Chair, American Red Cross, National Capital Region (2013-20).

Member—The President’s Export Council (PEC) (2007 – 2009) Council Member appointed by President George W. Bush to serve with Cabinet members and select bipartisan leaders of US Congress and company executives. Participated in high-level Trade Mission to Ukraine/Russia; worked on technical groups reporting to the Secretary of Commerce; approved and presented Special Report to the President of the United States.

Board Member (Independent Director) / Public Policy Committee Chair—Ability One/NISH (2005 – 2008). Oversaw $6.5 million public policy, legal, corporate communications and PR budget for $1.8 billion federally chartered annual program focused on creating employment opportunities for the severely disabled nationwide. Revamped benchmarks and metrics for the board and senior staff; institutionalized and expanded annual Congressional “fly-ins” and visits; restructured compliance guidelines and reporting requirements.

Table of Contents

ITEM 2.

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and the related notes thereto contained in Part I, Item 1 of this Quarterly Report on Form 10-Q (this “Quarterly Report”). Our condensedconsolidated financial statements have been prepared and, unless otherwise stated, the information derived therefrom as presented in this discussion and analysis is presented, in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

The information contained in this Quarterly Report is not a complete description of our business or the risks associated with an investment in our common stock. We urge you to carefully review and consider the various disclosures made by us in this Quarterly Report and in our other reports filed with the U.S. Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016~~2019 and subsequent reports on Form 8-K, which discuss our business in greater detail. Unless the context indicates otherwise, the “Company”, “we”, “us”, and “our” in this Item 2 and elsewhere in this Quarterly Report refer to ~~True Nature Holdings,~~Mitesco, Inc., a Delaware corporation, and its consolidated subsidiaries.

In addition to historical information, the following discussion contains forward-looking statements regarding future events and our future performance. In some cases, you can identify forward-looking statements by terminology such as “will”, “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “forecasts”, “potential” or “continue” or the negative of these terms or other comparable terminology. All statements made in this Quarterly Report other than statements of historical fact are forward-looking statements. These forward-looking statements involve risks and uncertainties and reflect only our current views, expectations and assumptions with respect to future events and our future performance. Such risks and uncertainties may be amplified by the COVID-19 pandemic and its potential impact on our business and the global economy. If risks or uncertainties materialize or assumptions prove incorrect, actual results or events could differ materially from those expressed or implied by such forward-looking statements. Risks that could cause actual results to differ from those expressed or implied by the forward-looking statements we make include, among others, risks related to: our ability to successfully implement our business plan, develop and commercialize our proprietary formulations in a timely manner or at all, identify and acquire additional proprietary formulations, manage our pharmacy operations, service our debt, obtain financing necessary to operate our business, recruit and retain qualified personnel, manage any growth we may experience and successfully realize the benefits of our acquisitions and collaborative arrangements we may pursue; competition from pharmaceutical companies, outsourcing facilities and pharmacies; general economic and business conditions; regulatory and legal risks and uncertainties related to our pharmacy operations and the pharmacy and pharmaceutical business in general; physician interest in and market acceptance of our current and any future formulations and compounding pharmacies generally; our limited operating history; and the other risks and uncertainties described under the heading “Risk Factors” in Item 1A of our Annual Report on Form 10-K and any other reports we file with the SEC. You should not place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made and, except as required by law, we undertake no obligation to revise or publicly update any forward-looking statement for any reason.

~~Overview~~

The following discussion and analysis should be read in conjunction with the financial statements and notes thereto appearing elsewhere herein.

We have in development a suite of offerings aimed at enhancing healthcare throughout the supply chain as well as to consumers. We intend to acquire and implement technologies and services to improve the quality of care, reduce cost, and enhance consumer convenience. We are ~~an early stage~~focused on developing a portfolio of companies that provide healthcare technology solutions and the management team is seeking to develop long-term organizational value though these acquisitions and internal development. We believe the holding company structure will facilitate profitable growth and should enable the acquired business to focus on scale. The goal of the Company’s portfolio of companies is to apply leading-edge solutions that ~~intends~~emphasize stakeholder value and leverages distinct sector trends. Sectors of interest include artificial intelligence (AI), population health management, data gathering solutions, electronic health records optimization, healthcare IT solutions, virtual care & care augmentation, and predictive analytics. The Company has formed a holding company structure for both its acquired assets in the United States and Europe, designed to ~~acquire~~support efficiencies around taxation, legal, and economies of scale in administrative functions.

We have recently implemented a ~~series~~corporate structure that we believe will allow us to expand into international markets. We now have a wholly owned subsidiary in Dublin, Ireland, Acelerar Healthcare Holdings, Inc., and intend to use that location as a base for European operations. In the European community the investment in healthcare technology has been significant. In many cases, even more robust than in the North American markets. We believe that as a result of expected low economic growth in the European community, a number of businesses ~~which specialize~~based there may become our targets for acquisition at attractive valuations. We believe that these businesses may benefit from the larger markets found in ~~compounding pharmacy activities, largely direct~~North America and elsewhere in the world. If these assumptions prove correct, the cost of international expansion for these businesses could be limited to ~~consumers,~~marketing and ~~to doctors and veterinary professionals.~~

product support.

~~Description of Pharmaceutical Compounding~~

The vast majority of medications are mass-produced by pharmaceutical drug companies. They aim to treat a specific medical condition for a large segment of people. Problems can arise when a patient has a medical condition that cannot be treated by one of these mass-produced products. Pharmaceutical compounding (done in compounding pharmacies) is the creation of a particular pharmaceutical product prescribed by doctors to fit the unique needs of a patient that cannot be met by commercially available drugs. To do this, compounding pharmacists combine or process appropriate ingredients using various tools. This may be done for medically necessary reasons, such as to change the form of the medication from a solid pill to a liquid, to avoid a non-essential ingredient that the patient is allergic to, or to obtain the exact dose(s) needed or deemed best of particular active pharmaceutical ingredient(s). It may also be done for more optional reasons, such as adding flavors to a medication or otherwise altering taste or texture. Examples of compounded formulations include medications with alternative dosage strengths or unique dosage forms, such as topical creams or gels, suspensions or solutions with more tolerable drug delivery vehicles. Compounding pharmacies (and pharmacists) adhere to standards and regulations set by the U.S. Pharmacopeia, National Association of Boards and State Boards of Pharmacy for quality assurance and accuracy. The compounding pharmacy business has the potential to provide high margins, and allow the pharmacy to specialize its certain solutions for specific maladies, so it can target specific markets efficiently.

Table of Contents

We also see the European community as an opportunity for capital as we expand our business. The interest rates in this area of the world are currently very low or even at zero. As such, raising funds in the European market may prove attractive when compared to local alternatives. Further, there are equity and debt markets based in Europe that may provide liquidity to our investors, should we be able to list and trade our financial instruments in those marketplaces. We may seek a dual listing for our common stock or choose to list and trade our Preferred shares there. We believe this avenue may increase both the size and liquidity of the shareholder base.

While the Company has had limited technology development to this point, we do have a set of tools that allow data to be shared between healthcare providers, their pharmacy vendors, and with a personal healthcare records application. We believe we can quickly build and expand from this base with certain acquisitions. Beyond healthcare specific software and systems, we may choose to add a software and systems development business unit. Their clients may include other industries or application areas. We believe that cloud-based computing will continue to be the preferred approach to application development, and that technology developed for one industry may have immediate applicability in other areas including healthcare. If we are able to find a suitable candidate with this broad technology knowledge base, we may add them to our healthcare focused portfolio. In doing so, we will have created a development center to both serve the internal needs of the Company while continuing to serve the needs of other clients both in and out of the health care sector. Using this approach, we would hope to create a profit center, where there would otherwise simply be a captive cost center and would use a portion of their resources for internal needs.

Prior to 2020, our business was focused in the area of software and solutions in the healthcare sector, generally described as the healthcare technology (health-tech) market. Our initial implementation of “SimpleHIPAA”, and “SimpleHIPAA for Vets and Pets”, is intended to include data from pharmacy and prescribers, generated at the time a prescription is written. This information will be embedded inside the application and made available to the end user from both the healthcare provider and from the pharmacy. While providing a starting point for tracking healthcare information for the end user, it also establishes a communications method between the end user, the healthcare provider, and the pharmacy. This communications channel, often thought of as “telemedicine” can allow the end user to provide feedback to the healthcare provider, the pharmacy, or other parties of the end user’s choice. During the fourth quarter of 2019 we installed the solution at our first site and established a reseller agreement with that client so that they can sell the application under their own brand and create a revenue stream for the Company without further investment in cost of sales. This is a non-exclusive arrangement and we may choose to establish similar relationships with other providers in the marketplace in the future. We do not intend to ~~focus~~build out a direct sales and marketing team for this product set, rather we intend to license the product to others who will sell and install the products.

Our holding company organization is small, and we intend to endeavor to keep the team small in number so that we are nimble to move to capitalize on opportunities, and to keep our overhead relatively low. We currently have 2 employees and a few consultants and advisors. While we do intend to add additional members to the ~~acquisition of compounders who have a)~~senior management team in finance, marketing and technology, we do not expect a ~~large client base~~large-scale organization at the public holding company level in the ~~veterinary area, b) a strong set~~near term. Further, if we are fortunate enough to find high quality advisors, we believe we will be better able to control the fully weighted cost of ~~proprietary compounding solutions~~public company operations, when compared to ~~non-proprietary “over-the-counter” (“OTC”) medicine sales,~~a larger, internal staffing approach.

All of our plans are contingent on recruiting sufficient capital to provide for both our public company overhead, and ~~c) where~~to fund the ~~combination~~acquisitions and growth needs of ~~incremental operations will allow cross selling~~the target acquisitions. If we are unsuccessful in our funding efforts, the plans may stall, and even the limited overhead of ~~a growing line of proprietary compounds into~~ the ~~respective markets of each new market participant acquired.~~

~~We expect economies of scale from the consolidation of:~~

☐	~~Materials procurement;~~
☐	~~Compounding activities combined into larger, more efficient and higher quality facilities;~~
☐	Expanded marketing nationwide with an emphasis on densely populated urban areas where an expanded product line may increase the profitability of each individual branch, when compared to pre-acquisition sales, and;
☐	~~Consolidated administration and personnel functions.~~

Company may require reductions.

Off-Balance Sheet Arrangements

Since our inception, except for standard operating leases, we have not engaged in any off-balance sheet arrangements, including the use of structured finance, special purpose entities or variable interest entities. We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Critical Accounting Policies

For the ~~nine~~three months ended ~~September~~June 30, ~~2017,~~2020, there were no significant changes to our critical accounting policies and estimates from those disclosed in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016.~~

2019.

Recently Issued and Adopted Accounting Pronouncements

See Note 2 to our condensed consolidated financial statements included in this Quarterly Report.

Table of Contents

Results of Operations

The following period-to-period comparisons of our financial results are not necessarily indicative of results for the current period or any future period. ~~In particular, our pharmacy~~Our software, systems and consulting operations activities ~~are expected to l commence in the first quarter of 2018~~have become our primary focus, along with engagement with our new and ~~we have spun-out the prior year educational business which is presented as discontinued operations in the consolidated financial statements.~~potential user base. This change in ~~the nature of~~ our operations will have and is expected to continue to have a significant impact on our financial results. ~~As a result,~~

In this discussion of our results of operations ~~in the periods after commencement of our pharmacy operations will include aggregate revenue~~ and ~~expense~~financial condition, amounts, ~~and the apportionment of expenses among categories,~~other than per-share amounts, have changed and are expected to continue to change as we further develop these operations. Further, as a result of our acquisitions of our compounding pharmacies, and any additional pharmacy acquisitions or other such transactions we may pursue, we may experience large expenditures specificbeen rounded to the ~~transactions that are not incident to our operations.~~

nearest thousand dollars.

For the Three Months ended ~~September~~ June 30 ~~2017~~, 2020 and ~~2016~~

~~There are no sales and related cost of sales~~2019

Our total operating expenses for the three months ended ~~September~~June 30, ~~2017~~2020 were $626,000. For the comparable period in 2019, the operating expenses were $226,000. Operating expenses for the three months ended June 30, 2020 were composed primarily of $201,000 in payroll and ~~2016.~~

payroll taxes, including $40,000 in non-cash compensation; $130,000 in legal and professional fees; $122,000 in consulting fees, $24,000 in board of director fees; $110,000 in marketing and public relations; and $14,000 in insurance costs. Our total operating expenses for the three months period ended ~~September~~June 30, ~~2017~~2019 were ~~$121,589. For~~$226,250. Operating expenses for the ~~comparable period in 2016, the operating expense was $2,143,463. Operating expenses~~three months ended June 30, 2019 were comprised primarily of ~~$71,000~~$104,000 in consulting fees, $40,000 in financial services and audit fees, $29,000 in compensation, $20,000 in travel, and $14,000 of insurance costs.

Grant income was $3,000 for the three months ended June 30, 2020; there was no comparable transaction during the prior period.

Interest expense ~~and $38,000 in consulting fees.~~

~~There is $10,434, of interest~~was $397,000 for the three months ended June 30, 2020, compared to $165,000 for the three months ended June 30, 2019. Interest expense for the three months ended ~~September~~June 30, ~~2017, pertaining to~~2020 consisted of $35,000 accrued on notes payable; $1,000 of interest ~~incurred~~on a credit card; $284,000 amortization of the discount on convertible notes payable; and $11,000 of excess value of derivative. We also recognized $66,000 of interest expense in connection with a prepayment penalty on a note payable. Interest expense for ~~outstanding debentures.~~

~~The Company recorded a gain of $4,110 on the settlement of liabilities during~~ the three months ended ~~September~~June 30, ~~2017;~~2019 consisted of $138,000 in amortization of the discount on convertible debt; $20,000 of accrued interest; $4,000 of accrued interest to related parties, and $2,000 of interest imputed on related party debt.

During the three months ended June 30, 2020, we recorded a gain on settlement of accounts payable in the amount of $306,000; there was no comparable transaction in the prior ~~year~~ period.

~~The Company~~

During the three months ended June 30, 2020, we recorded a loss on ~~debt extinguishment of $16,329 for the three months ended September 30, 2016; there was no comparable transaction~~derivative liabilities in the ~~current period.~~

~~For the three month period ended September 30, 2017, the Company had a net loss~~amount of ~~$127,913. For the comparable period in 2016, the Company had a loss of $2,269,711.~~

~~Table of Contents~~

~~For the Nine Months ended September 30, 2017 and 2016~~

~~There are no sales and related cost of sales for the nine months ended September 30, 2017 and 2016.~~

Our total operating expenses for the nine months period ended September 30, 2017 were $564,086. For the comparable period in 2016, the operating expense was $4,655,818. They were comprised primarily of approximately $434,000 of compensation expense and approximately $161,000 of consulting fees, offset by a credit of approximately $120,000 for business development fees.

~~There is $20,256 of interest expense for the nine months ended September 30, 2017, pertaining to interest incurred for outstanding debentures.~~

~~The Company recorded a gain of $4,110 on the settlement of liabilities during the nine months ended September 30, 2017;~~$50,000; there was no comparable transaction in the prior ~~year~~ period.

~~The Company recorded~~

During the three months ended June 30, 2020, we did not recognize any gains or losses on legal settlements, compared to a loss on ~~debt extinguishment~~legal settlement of ~~$206,329~~$27,000 in the prior period.

During the three months ended June 30, 2020, we did not recognize any gains or losses on the conversion of notes payable, compared to a loss on conversion of notes payable of $59,000 in the prior period.

For the three months ended June 30, 2020, the Company had a net loss of $764,000, or a net loss per share, basic and diluted of ($0.01), compared to a net loss of $477,000, or a net loss per share, basic and diluted of ($0.01), for the ~~nine~~three months ended ~~September~~June 30, ~~2016;~~2019.

For the Six Months ended June 30, 2020 and 2019

Our total operating expenses for the six months ended June 30, 2020 were $1,122,000. For the comparable period in 2019, the operating expenses were $448,000. Operating expenses for the six months ended June 30, 2020 were composed primarily of $465,000 in payroll and payroll taxes, including $160,000 in non-cash compensation; $219,000 in legal and professional fees; $186,000 in consulting fees, $45,000 in board of director fees; $128,000 in marketing and public relations; and $32,000 in insurance costs.

Our total operating expenses for the six months period ended June 30, 2019 comprised primarily of compensation expense of $128,000, consulting fees of $149,000, financial services, legal, and audit fees of $83,000, travel of $29,000, and insurance of $27,000.

Grant income was $3,000 for the six months ended June 30, 2020; there was no comparable transaction during the prior period.

Table of Contents

Interest expense was $587,000 for the six months ended June 30, 2020, compared to $325,000 for the six months ended June 30, 2019. Interest expense consisted of $66,000 accrued on notes payable; $2,000 of interest on a credit card; $382,000 amortization of the discount on convertible notes payable; and $47,000 of excess value of derivative. We also recognized $90,000 of interest expense in connection with a prepayment penalty on a note payable. Interest expense for the six months ended June 30, 2019, consisting of $261,000 of amortization of the discount on convertible debt, $37,000 of accrued interest, $5,000 of interest imputed on related party debt, $16,000 of prepayment penalties on notes payable, and $7,000 of interest accrued on related party debt.

During the six months ended June 30, 2020, we recorded a gain on settlement of accounts payable in the amount of $349,000; there was no comparable transaction in the ~~current~~prior period.

During the six months ended June 30, 2020, we recorded a gain on derivative liabilities in the amount of $446,000; there was no comparable transaction in the prior period.

During the six months ended June 30, 2020, we did not recognize any gains or losses on legal settlements, compared to a loss on legal settlement of $27,000 in the prior period.

During the six months ended June 30, 2020, we did not recognize any gains or losses on the conversion of notes payable, compared to a loss on conversion of notes payable of $159,000 in the prior period.

For the ~~nine month period~~six months ended ~~September~~June 30, ~~2017,~~2020, the Company had a net loss of ~~$580,232. For the comparable period in 2016, the Company had~~$912,000, or a net loss per share, basic and diluted of ($0.01) compared to a net loss of ~~$5,037,004.~~

$958,000, or a net loss per share, basic and diluted of ($0.03), for the six months ended June 30, 2019.

Liquidity and Capital Resources

We have financed our operations through the sale of convertible debt and equity securities. As of ~~September~~June 30, ~~2017,~~2020, we had a working capital deficit of ~~$1,245,938. Our working capital deficit is attributable to the fact that we began implementing the Company’s business plan of acquiring pharmaceutical compounding businesses.~~

$2,400,000.

During the ~~nine~~six months ending ~~September~~June 30, ~~2017,~~2020, the Company had ~~negative cashflow from operations~~net cash used in operating activities of ~~$46,945.~~$826,000. This consisted of Company’s net loss of $912,000, offset by depreciation expense of $1,000, derivative expense of $43,000, amortization of discount on notes payable of $386,000, and non-cash compensation in the amount of $159,000; offset by a gain on settlement of accounts payable of $349,000; and gain on revaluation of derivative liabilities of $446,000. The Company’s cash position was ~~mainly offset through~~also increased by a net change in the ~~net proceeds from~~components of working capital in the ~~sale~~amount of ~~common stock totaling $47,000. For~~$290,000.

During the ~~nine month period ended September~~six months ending June 30, ~~2017,~~2019, the Company had net cash used in operating activities of $304,000. This consisted of Company’s net loss of $958,000, offset by a loss on conversion of notes payable of $159,000, loss on legal settlement of $27,000, imputed interest expense of $5,000, amortization of the discount on notes payable of $261,000, stock-based compensation in the amount of $43,000, and the net ~~positive cashflow~~change in the components of ~~$55.~~

~~Specific details related to our~~working capital in the net amount of $160,000. The Company had cash provided by financing activities ~~are as follows:~~

~~2017 Private Placements~~

~~During~~in the ~~nine~~amount of $308,000 which consisted of the proceeds of notes payable in the amount of $314,000, less principal payments in the amount of $10,000. There was no cash provided by investing activities during the six months ended ~~September~~June 30, ~~2017 we raised gross proceeds~~2019. The following securities are currently in default: the Company’s Series C Debenture, in the principal and accrued interest amounts of ~~$47,000 through~~$111,000 and $52,000, respectively; and the ~~sale~~November 2014 Convertible Debenture (Series D), in the principal and accrued interest amounts of ~~250,000 shares~~$11,000 and $6,000, respectively.

The Company had cash provided by financing activities in the amount of ~~common stock to a third party investor and a new board member at a price~~$760,000, consisting of ~~$0.11 per share.~~

~~Plan of Operations~~

During 2016, and following the acquisition, and subsequent deconsolidation of P3 Compounding of Georgia, LLC (“P3”), we revised our approach to the business strategy, and added the concept of incorporating a retail, more traditional, pharmacy business with the compounding pharmacy we had originally focused on. We also decided to develop a library of intellectual properties (“IP”), including specialized formulations and compounds of pharmaceutical materials, as well as potential software and systems, into a dedicated subsidiary. While we expect immediate financial results$931,000 from the ~~retail and compounding areas, we believe~~issuance of notes payable, offset by principal payments on notes payable in the ~~IP and technology business will require substantial time to mature into a profitable business.~~

~~As a result~~amount of ~~this revised approach,~~$171,000.

There were no investing activities during the six months ended June 30, 2020 or 2019.

On May 4, 2020, the Company ~~intends~~received a loan in the amount of $460,406 from the United States Small Business Administration under the Payroll Protection Program. Subsequent to ~~create~~June 30, 2020, the ~~following three wholly-owned subsidiaries~~Company determined that errors had been made in the application submitted to ~~hold its operations.~~

“TN Retail, LLC” will hold the Company’s retail storefront operations. These storefront locations will provide both conventional pharmacy products, as well as unique compounding based solutions. The store will focus on “healthy, holistic and natural solutions”, along the lines of a “Whole Foods of Pharmacy” like marketing approach. This becomes the “feeder system” for sales to our planned compounding production facilities.

“TN Compounding, LLC” will be a subsidiary for the Company’s compounding pharmacy, back office production and central fill operations. This will initially be focused on the acquisition of 503a license operations. Though management has envisioned a network of these facilities located regionally, the Company may consider a 503b licensed operation to accommodate the ability to provide both sterile and non-sterile products, including products for stocking inventory at medical offices and hospitals.

~~“TN Technologies, LLC” will hold unique related technologies, including a growing library~~obtain this loan. On July 21, 2020, Bank of ~~specialized formulations~~America notified the Company in writing that it should not have received $440,000 of the loan proceeds, representing an amount for the refinancing of an Economic Injury Disaster Loan which the Company ~~intends to acquire as well as other novel new approaches it may engage in, directly, or under a license granted from the holders. Many~~did not receive. Bank of ~~these formulations will be unique to the Company’s operations, and some~~America has required that the Company ~~expects~~remit such funds back to ~~either license~~Bank of America. The Company is currently in discussions with Bank of America to ~~others~~arrange terms for ~~mass market distribution, or it may produce for stocking inventory at~~ a ~~503b qualified facility.~~repayment plan.

Table of Contents

~~Acquisition~~

Based on our current assessment, we do not expect any material impact on our long-term liquidity due to the COVID-19 pandemic. However, we will continue to assess the effect of ~~Compounding Pharmacy Businesses~~the pandemic on our operations. The extent to which the COVID-19 pandemic will impact our business and ~~Financing~~

operations will depend on future developments that are highly uncertain and cannot be predicted with confidence, such as the ultimate geographic spread of the disease, the duration of the outbreak, the duration and effect of possible business disruptions and the short-term effects and ultimate effectiveness of the travel restrictions, quarantines, social distancing requirements and business closures in the United States and other countries to contain and treat the disease. While the potential economic impact brought by, and the duration of, COVID-19 may be difficult to assess or predict, a widespread pandemic could result in significant disruption of global financial markets, reducing our ability to access capital, which could in the future negatively affect our liquidity. In addition, a recession or market correction resulting from the spread of COVID-19 could materially affect our business and the value of our common stock.

Going Concern

The factors discussed above raise substantial doubt regarding our ability to continue as a going concern. Our condensed consolidated financial statements have been prepared on a going concern basis, which implies that we will continue to realize our assets and discharge our liabilities in the normal course of business. Our financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

Recent Developments

On March 3, 2020, the Company announced that it is opening a new business aimed at empowering nurse practitioners to have their own independent primary care clinics in states where full practice authority for nurse practitioners is supported. The business assets that become the new venture were developed by a group of senior healthcare executives who previously brought to scale the business known as Minute Clinic, now a part of CVS. The Company intends to target compounders who have a) strong regulatory compliance history, b) a record of profitable operations, c) a large cash payor component (compared to insurance reimbursement), or an ability to shift from insurance to cash for their revenue, d) operations that represent a geographical “hub” or “spoke” when considered in relation to other compounders,completed the acquisition effective March 3, 2020, and ~~e) where~~ the ~~combination of operations including embedded retail, and online, facilitates cross selling~~new venture is formalized through the formation of a ~~growing line~~subsidiary named The Good Clinic, LLC, and will be based in Minneapolis, Minnesota.

In addition to the new operating entity, the Company has formed Mitesco N.A., LLC, which will house all North American operations and acquisitions. For European acquisitions, the Company has formed Acelerar Healthcare Holdings, LTD., which is based in Dublin, Ireland and will house all European acquisitions.

On April 23, 2020, the Company completed a change of ~~products.~~

Weits corporate name from True Nature Holding, Inc. to Mitesco, Inc. The change was approved by FINRA along with a symbol change from “TNTY” to “MITI”. All references to True Nature Holding, Inc. shall mean Mitesco, Inc. and in various locations in this document we have ~~had agreements in place, or are in negotiations,~~noted Mitesco, Inc. F.K.A. (“formally known as”) True Nature Holding. Inc. The change is the name was for ~~the acquisition of three unique business operations. In the aggregate, such operations concluded 2016 with over $30 million in annualized revenue. All~~corporate marketing purposes only and there have long operating histories, and all are currently profitable. Each acquisition is unique and comes with different risks. We always note that past performances are not indicative of future results, and that any past success isbeen no ~~guarantee of future profitability.~~

The “Southeast Group” is a three-unit compounding operation which concluded 2016 with more than $25 million in revenues, up from $15 million in 2015. They have large library of specialty formulations. They would become the largest “hub” and expand their distribution through the pending retail expansion, which begins with the “Miami Group”, with overnight home delivery at pass-through costs.

The “Miami Group” is a small retail pharmacy operation which currently does 30% in compounding. They operate inside of a grocery chain, renting space from the Hispanic oriented chain in two of their sixteen units. Each store has over 1,500 unique client experiences, and the Company’s management believes that Miami Group has not done anything to leverage its built-in traffic. Currently the operations of Miami Group are thinly staffed and do not operate 40 hours a week. Our plans are to make this the “spoke” and move any significant preparation work to a “hub” site, either at the “Southeast Group” location, ormaterial changes in the ~~“Florida Group” location. Subsequent to June 30, 2017, the~~ Company, was notified by the seller that it had received an offer for the acquisition of these operations from another party with greater consideration, and simpler terms than the Company had offered. Consequently, the Company is no longer considering this acquisition, though it intends to find a similar situation as an alternative.

The “Florida Group” is the business upon which the Company’s business plan was originally formed in 2016. They have a 15-year operating history and are an all cash business (no insurance reimbursement). They do half of their business with veterinary operations, an area which the Company intends to grow in. The Florida Group concluded 2016 with over $2.7 million in revenue, up from $2.5 million in 2015, and they have no sales effort, no marketing and no significant presence. They have been size constrained by their facility size, and the lack of sales and marketing, though in early March they will move into a new space, fully compliant with the new United States Pharmacopeial Convention,its mission, management, structure or ~~USP 800 regulations. They will be the “hub” for most of the Florida operations, and their specialty formations fit the older, Florida market.~~

~~Recent Developments~~

legal standing.

On September 27, 2017, the Board appointed Thomas Burnell as President and Chief Executive Officer of the Company effective as of October 2, 2017. On November 19, 2017 the Chairman of the Board of the Company and Mr. Burnell agreed that it was in the best interest of both parties to terminate his employment agreement, and on November 29, 2017, the Company and Mr. Burnell agreed on definitive terms for his termination agreement.

Mr. Burnell shall be issued 80,000 shares of restricted common stock that had been agreed upon in conjunction with his hiring, but will not receive any other consideration, compensation or expense reimbursement. The Chairman of the Board reported that the scope of the responsibilities of the job exceeded Mr. Burnell's expectations, and there were no conflicts associated with his departure.

As of August 8, 2017, the Company had two members of the Board of Directors, three members of the non-executive Advisory Board, and two members of the management team. We believe that the Company’s management team can remain small in the near term, and will consist of a four person management team with experience in 1) public company accounting and finance, 2) multi-unit supply chain management including retail and wholesale operations, 3) brand marketing aimed at consumer through online and traditional retail channels, and 4) public equity finance. We have a list of qualified candidates with industry and public company experience for both the CEO and CFO positions. While we believe our current team addresses most of these areas, we anticipate further additions as our size, and funding, permits.

On January 25, 2017, the Board of Director appointed Christopher Knauf, age 44, as the Chief Executive Officer and Chief Financial Officer of the Company. From 2014 to present, Mr. Knauf served as a consultant for small to mid-size emerging growth companies, both public and private. From 2012 to 2014, he served as CEO/CFO of Built NY, Inc, a consumer products company based in New York, NY. Prior to that, from 2004 to 2012, Mr. Knauf was Head of Finance and Operations for the Consumer Products division of A+E Networks, Inc, a provider of television content worldwide. From 2002 to 2004, He was the CFO of Intermix, Inc, a New York, NY based apparel retailer. His education includes an MBA, Finance concentration, 1999, Fordham University, New York, NY. BS, Finance, 1995, Fairfield University, Fairfield, CT. On July 7, 2017 Mr. Knauf resigned from his positions with the Company.29

Table of Contents

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not ~~required for a Smaller Reporting Company.~~applicable.

ITEM 4.

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report (the ~~“Evaluation Date”~~"Evaluation Date"), we carried out an evaluation regarding the ~~nine~~three months ended ~~September~~June 30, ~~2017,~~2020, under the supervision and with the participation of our management, including our Chief Executive Officer and Interim Chief Financial Officer who is also serving as our Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the ~~“Exchange Act”~~"Exchange Act"). Based upon this evaluation, our management concluded that, as of the Evaluation Date, our disclosure controls and procedures were not effective to provide reasonable assurance that (i) information required to be disclosed in the reports that are filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified by the ~~SEC’s~~SEC's rules and forms, and ~~that our disclosure controls and procedures are designed to ensure that~~(ii) information required to be disclosed by the Company in the reports that ~~we file~~it files or ~~submit~~submits under the Exchange Act is accumulated and communicated to ~~our~~the Company’s management, including ~~our Chief Executive Officer~~its principal executive and ~~Chief Financial Officer,~~principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management believes the ~~Company’s~~Company's disclosure controls and procedures are not effective because of the small size of the ~~Company’s~~Company's accounting staff which may prevent adequate controls, such as segregation of duties, which is due to the cost/benefit associated with such remediation. To address the material weaknesses, the Company performed additional analysis and other procedures in an effort to ensure our condensed consolidated financial statements included in this Quarterly Report have been prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Quarterly Report on Form 10-Q fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

Limitations on Internal Controls

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that the Company’s disclosure controls and procedures will detect or uncover every situation involving the failure of persons within the Company to disclose material information otherwise required to be set forth in the Company’s periodic reports.

Changes in Internal Control Over Financial Reporting

The Company’s management is also responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. As of the Evaluation Date, no changes in the Company’s internal control over financial reporting occurred that have materially affected or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

During the ~~nine~~three months ended ~~September~~June 30, ~~2017 ,~~2020, there were no changes that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

PART II – OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

National Council for Science and the Environment, Inc. v. Trunity Holdings, Inc., Case No. 2015 CA 009726 B, Superior Court for the District of Columbia, Civil Division.

This action was filed on December 16, 2015 by the National Council for Science and the Environment, Inc. (“NCSE”) in the state court in the District of Columbia against Trunity Holdings, Inc. (“Trunity”) and alleges claims for breach of contract. Acknowledgement of indebtedness and settlement agreement and quantum ~~meruit~~merit arising out of an agreement entered into between NCSE and Trunity in 2014. The complaint seeks damages in the amount of $177,270, inclusive of attorney’s fees, costs and accrued interest, continuing interest in the amount of 12% per annum and attorney’s fees and costs of collection relating to the case. The Company, in its answer dated January 27, 2016, denied the material allegations made by NCSE, asserted a number of affirmative defenses and filed a counterclaim alleging claims for fraud, negligent misrepresentation, breach of fiduciary duty, breach of contract and unjust enrichment. In its counterclaim, the Company sought actual and compensatory damages against NCSE that it believes exceed the amount sought by NCSE on its claims, pre-judgment interest, punitive damages and all costs and expenses, including attorney’s fees, incurred by the Company in bringing its claims against NCSE.

transaction.

Carlton Fields Jorden Burt, P.A. ~~vs. True Nature Holding, Inc., f/k/a/ Trunity Holdings, Inc.~~

This action was filed ~~in the Circuit Court of the Seventeenth Judicial Circuit of Florida, in and for Broward County, Florida,~~ on May 18, 2017 by a law firm that represented the Company prior to the spin-out of the educational software business in 2016 with the intent of collection past due invoices in the aggregate amount of $241,828. ~~The~~

On May 15, 2020, the Company ~~believes it has strong defenses against any such action and anticipates~~entered into a settlement ~~upon completion~~agreement with Carlton Fields whereby the Company paid $30,000 in cash for full settlement and release of ~~certain funding activities. The~~all obligations. As such the Company has no further obligation to Carlton Fields. This settlement was recorded during the three months ending June 30, 2020; the Company recognized a ~~liability~~gain in the amount of ~~$241,828~~$236,319 on ~~its balance sheet at September 30, 2017.~~

~~230 Commerce Way, LLC vs. Trunity, Inc.~~

~~A former landlord of the Company has filed an action in New Hampshire to collect on rent from a list that existed prior to 2013. While~~ this ~~is an obligation of the spin-out business, and not the Company, we expect to expend approximately $20,000 to defend ourselves in this action.~~

transaction.

ITEM 1A.

RISK FACTORS.

~~We believe there are no changes that constitute material changes from~~

In addition to the risk factors ~~previously disclosed~~set forth in Part I- Item 1A “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016.~~2019 (the “10-K”), investors should consider the following risk factors:

Risks Related to our Business

Our business and operations could be adversely affected by the evolving and ongoing COVID-19 global pandemic.

Our business and operations could be adversely affected by the effects of the recent and evolving COVID-19 virus, which was declared by the World Health Organization as a global pandemic. The COVID-19 pandemic has resulted in travel and other restrictions in order to reduce the spread of the disease, including state and local orders across the United States that, among other things, direct individuals to shelter at their places of residence, direct businesses and governmental agencies to cease non-essential operations at physical locations, prohibit certain non-essential gatherings and events and order cessation of non-essential travel.

Remote work policies, quarantines, shelter-in-place and similar government orders, shutdowns or other restrictions on the conduct of business operations related to the COVID-19 pandemic may negatively impact our business.

The spread of COVID-19, which has caused a broad impact globally, may materially affect us economically. While the potential economic impact brought by, and the duration of, COVID-19 may be difficult to assess or predict, a widespread pandemic could result in significant disruption of global financial markets, reducing our ability to access capital, which could in the future negatively affect our liquidity. In addition, a recession or market correction resulting from the spread of COVID-19 could materially affect our business and the value of our common stock.

Table of Contents

The global pandemic of COVID-19 continues to rapidly evolve. The extent to which the COVID-19 pandemic impacts our business and operations will depend on future developments that are highly uncertain and cannot be predicted with confidence at the time of this Form 10-Q, such as the ultimate geographic spread of the disease, the duration of the outbreak, the duration and effect of business disruptions and the short-term effects and ultimate effectiveness of the travel restrictions, quarantines, social distancing requirements and business closures in the United States and other countries to contain and treat the disease. Accordingly, we do not yet know the full extent of potential delays or impacts on our business, healthcare systems or the global economy as a whole. However, these impacts could adversely affect our business, financial condition, results of operations and growth prospects.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

~~None.~~

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.

MINE SAFETY ~~DISCLOSURES~~DISCLOSURES.

Not applicable to the Company’s operations.

ITEM 5.

OTHER INFORMATION.

None.

Table of Contents

ITEM 6.

EXHIBITS.

Exhibit Number		Description

3.1		~~Description~~ Certificate of Incorporation of Trunity Holdings, Inc. (n/k/a Mitesco, Inc.) dated January 18, 2012 (incorporated by reference to Exhibit 10.1 of the registrant’s Current Report on Form 8-K filed with the SEC on January 31, 2012).

31.1* 3.2		Certificate of Ownership Merging Brain Tree International, Inc. into Trunity Holdings, Inc. (n/k/a Mitesco, Inc.) dated January 24, 2012 (incorporated by reference to Exhibit 3.3 of the registrant’s Annual Report on Form 10-K filed with the SEC on April 16, 2013).

3.3		Certificate of Designation of Series X Preferred Stock of Trunity Holdings, Inc. (n/k/a Mitesco, Inc.) dated December 9, 2015 (incorporated by reference to Exhibit 3.1 of the registrant’s Current Report on Form 8-K filed with the SEC on December 15, 2015).

3.4		Certificate of Amendment to the Certificate of Incorporation of Trunity Holdings, Inc. (n/k/a Mitesco, Inc.) dated December 24, 2015 (incorporated by reference to Exhibit 3.1(i) of the registrant’s Current Report on Form 8-K filed with the SEC on January 6, 2016).

3.5		Certificate of Designations, Preferences and Rights of 10% Series X Cumulative Redeemable Perpetual Preferred Stock dated December 31, 2019 (incorporated by reference to Exhibit 3.6 of the registrant’s Current Report on Form 8-K filed with the SEC on January 6, 2020).

3.6		Amended and Restated Certificate of Designations, Preferences and Rights of 10% Series A Cumulative Redeemable Perpetual Preferred Stock dated March 2020 (incorporated by reference to Exhibit 3.07 of the registrant’s Current Report on Form 8-K filed with the SEC on March 13, 2020).

3.7*		Certificate of Amendment of Certificate of Incorporation of True Nature Holding, Inc. dated April 21, 2020.

4.1		12% Convertible Redeemable Promissory Note, dated April 8, 2020, with Eagle Equities, Inc. (incorporated by reference to Exhibit 4.01 of the registrant’s Current Report on Form 8-K filed with the SEC on April 17, 2020).

4.2		Securities Purchase Agreement dated April 8, 2020, with Eagle Equities, Inc. (incorporated by reference to Exhibit 4.02 of the registrant’s Current Report on Form 8-K filed with the SEC on April 17, 2020).

10.1		Promissory Note between Mitesco, Inc. and Bank of America dated April 25, 2020 (incorporated by reference to Exhibit 10.1 of the registrant’s Current Report on Form 8-K filed with the SEC on May 11, 2020).

10.2		Advisor Agreement between Mitesco, Inc. and Michael Loiacono dated July 8, 2020 (incorporated by reference to Exhibit 10.01 of the registrant’s Current Report on Form 8-K filed with the SEC on July 8, 2020).

10.3		Board of Directors Advisory Agreement between Mitesco, Inc. and Faraz Paqvi dated June 1, 2020 (incorporated by reference to Exhibit 5.01 of the registrant’s Current Report on Form 8-K filed with the SEC on July 13, 2020).

31.1*		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS **		XBRL INSTANCE DOCUMENT

101.SCH **		XBRL TAXONOMY EXTENSION SCHEMA

101.CAL **		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE

101.DEF **		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE

101.LAB **		XBRL TAXONOMY EXTENSION LABEL LINKBASE

101.PRE **		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

* Filed herewith.

** Furnished herewith.

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	~~TRUE NATURE HOLDING,~~ MITESCO, INC.


Dated: ~~December 5, 2017~~August 14, 2020	By:	/s/ ~~Dr. Jordan Balencic~~Larry Diamond
		~~Dr. Jordan Balencic~~ ~~Acting~~ Chief Executive Officer and
		Interim Chief Financial Officer ~~(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)~~

	(unaudited)
	September 30,			December 31,
	2017			2016
ASSETS
Current assets

Cash and cash equivalents	$	55		$	-
Prepaid expenses and other current assets		-			1,875
Total current assets		55			1,875

Total Assets		55			1,875

LIABILITIES AND (DEFICIENCY IN) STOCKHOLDERS’ EQUITY
Current liabilities

Accounts payable		698,632			589,229
Accrued liabilities		122,894			84,488
Due to related parties		55,303			106,866
Accrued interest		37,894			31,021
Convertible note payable, in default		256,270			256,270
Note payable - related party		75,000			-
Total current liabilities		1,245,993			1,067,874

Commitments and contingencies		-			-

Stockholders’ equity (deficit)

Preferred stock, $0.01 par value, 10,000,000 shares authorized, no shares issued or outstanding as of September 30, 2017 and December 31, 2016		-			-
Common stock, $0.01 par value, 500,000,000 shares authorized, 16,938,874 and 17,436,666 shares issued and outstanding as of September 30, 2017 and December 31, 2016		169,389			174,367
Additional paid-in capital		4,471,774			4,261,748
Stock payable		215,245			20,000
Accumulated deficit		(6,102,346	)		(5,522,114	)
Total (deficiency in) stockholders’ equity		(1,245,938	)		(1,065,999	)

Total liabilities and stockholders’ equity	$	55		$	1,875

	For the Three			For the Three			For the Nine			For the Nine
	Months Ended			Months Ended			Months Ended			Months Ended
	September 30,			September 30,			September 30,			September 30,
	2017			2016			2017			2016

Revenue	$	-		$	-		$	-		$	-

Operating expenses:
General and administrative		121,589			2,143,463			564,086			4,655,818

Total operating expenses		121,589			2,143,463			564,086			4,655,818

Net Operating Loss		(121,589	)		(2,143,463	)		(564,086	)		(4,655,818	)

Other income (expense):
Interest expense		(10,434	)		(109,919	)		(20,256	)		(174,857	)
Gain on conversion of accrued interest		4,110			-			4,110			-
Gain (Loss) on debt extinguishment		-			(16,329	)		-			(206,329	)
Total other expense		(6,324	)		(126,248	)		(16,146	)		(381,186	)

Loss before provision for income taxes		(127,913	)		(2,269,711	)		(580,232	)		(5,037,004	)

Provision for income taxes		-			-			-			-

Net loss	$	(127,913	)	$	(2,269,711	)	$	(580,232	)	$	(5,037,004	)

Net loss per share - basic	$	(0.01	)	$	(0.17	)	$	(0.03	)	$	(0.40	)

Net loss per share - diluted	$	(0.01	)	$	(0.17	)	$	(0.03	)	$	(0.40	)

Weighted average shares outstanding - basic		17,640,776			13,203,132			18,025,704			12,653,300

Weighted average shares outstanding - diluted		17,640,776			13,203,132			18,025,704			12,653,300

	Common Stock								Stock		Accumulated
	Shares			Amount			APIC		Payable		Deficit			Total
Balance at December 31, 2016		17,436,666			174,367			4,261,748		20,000		(5,522,114	)		(1,065,999	)

Stock issued for cash		300,000			3,000			44,000		-		-			47,000
Stock issued for services		583,637			5,836			103,874		-		-			109,710
Stock committed to be issued for services		-			-			-		33,5360		-			33,536
Stock issued for note extension		15,000			150			1,350		-		-			1,500
Stock committed to be issued for note extension		-			-			-		5,523		-			5,523
Stock issued for conversion of payables		228,571			2,286			29,714		-		-			32,000
Stock committed to be issued for conversion of payables		-			-			-		76,986		-			76,986
Stock issued for conversion of accrued interest		25,000			250			3,500		-		-			3,750
Stock issued to employees and directors as compensation		500,000			5,000			6,088		-		-			11,088
Stock committed to be issued to employees and directors as compensation		-			-			-		79,200		-			79,200
Stock returned for cancellation by prior officer		(2,150,000	)		(21,500	)		21,500		-		-			-
Net loss		-			-			-		-		(580,232	)		(580,232	)

Balance at September 30, 2017		16,938,874			169,389			4,471,774		215,245		(6,102,346	)		(1,245,938	)

	Shares		Weighted- Average Exercise Price ($)		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value ($)
Outstanding at December 31, 2016		67,879	$	21.40		6.17		—
Granted		—		—		—		—
Cancelled		—		—		—		—

Outstanding at September 30, 2017		67,879	$	21.40		5.42		—

Exercisable at September 30, 2017		67,879	$	21.40		5.42		—