UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

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

For the quarter ended ~~June~~September 30, 2021

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

For the transition period from _________ to _________

Commission File Number 000-53601

MITESCO, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		87-0496850
(State Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

1660 Highway 100 South, Suite 432

St. Louis Park, MN 55416

(Address of principal executive offices) (Zip code)

844-383-8689

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ NO ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES ☒ NO ☐

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

Large, accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. YES ☐ NO ☒

As of ~~August 5,~~November 8, 2021, the registrant had outstanding ~~208,188,705~~212,853,706 shares of ~~Common.~~common stock issued and outstanding.

Table of Contents

PART I –FINANCIAL INFORMATION

~~ITEM~~Item 1.	~~FINANCIAL STATEMENTS (UNAUDITED)~~Financial Statements (Unaudited)	4

	Condensed Consolidated Balance ~~Sheet~~Sheets as of September 30, 2021 and December 31, 2020	4

	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2021 and 2020	5

	Condensed Consolidated Statement of ~~Operations~~Stockholders’ Deficit for the three and nine months ended September 30, 2021 and 2020	5 6

	Condensed Consolidated ~~Stockholder’s Deficit~~Statements of Cash Flows for the nine months ended September 30, 2021 and 2020	6 8
	~~Condensed Consolidated Statement of Cash Flows~~	7
	Notes to Condensed Consolidated Financial Statements	8 10

~~ITEM~~Item 2.	~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.~~Management’s Discussion and Analysis of Financial Condition and Results of Operations.	23 26

~~ITEM~~Item 3.	~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.~~Quantitative and Qualitative Disclosures About Market Risk.	26 29

~~ITEM~~Item 4.	~~CONTROLS AND PROCEDURES.~~Controls and Procedures.	26 29

PART II –OTHER INFORMATION

~~ITEM~~Item 1.	~~LEGAL PROCEEDINGS.~~Legal Proceedings.	27 30

~~ITEM~~Item 1A.	~~RISK FACTORS.~~Risk Factors.	27 30

~~ITEM~~Item 2.	~~SALE OF UNREGISTERED SECURITIES.~~Sale of Unregistered Securities.	30

~~ITEM 3.~~	~~DEFAULTS ON SENIOR SECURED SECURITIES.~~	32

~~ITEM 4.~~Item 3.	~~MINE SAFETY DISCLOSURES.~~Defaults Upon Senior Secured Securities.	32 34

~~ITEM 5.~~Item 4.	~~OTHER INFORMATION.~~Mine Safety Disclosures.	32 34

~~ITEM~~Item 5.	Other Information.	34

Item 6.	~~EXHIBITS.~~Exhibits.	32 34

~~SIGNATURES~~Signatures		35 37

PART II. FINANCIAL INFORMATION

~~ITEM~~Item 1. ~~FINANCIAL STATEMENTS.~~Financial Statements

MITESCO, INC.

CONDENSED CONSOLIDATED BALANCE ~~SHEETS~~SHEET

	Unaudited						Unaudited
	June 30,			December 31,			September 30,			December 31,
ASSETS	2021			2020			2021			2020
Current assets
Cash and cash equivalents	$	1,685,870		$	64,789		$	441,506		$	64,789
Accounts Receivable		1,133			0			7,319			-
Due from related party		26,163			0
Inventory		2,109			0			22,794			-
Prepaid expenses		28,843			0			28,844			-
Total current assets		1,744,118			64,789			500,463			64,789

Right to use operating leases, net		1,307,387			310,361			3,052,351			310,361
Construction in progress		0			417,082			297,097			417,082
Fixed assets, net of accumulated depreciation of $19,590 and $1,572		882,267			6,282			2,347,651			6,282

Total Assets	$	3,933,772		$	798,514		$	6,197,562		$	798,514

LIABILITIES AND (DEFICIENCY IN) STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities		590,366			1,069,331			2,376,577			1,069,331
Accrued interest		5,309			137,522			5,309			137,522
Derivative liabilities		0			807,682			-			807,682
Lease liability - operating leases, current		89,507			8,905			102,133			8,905
Convertible notes payable, net of discount of $0 and $756,795		0			317,405			-			317,405
Convertible note payable, in default		0			122,166			-			122,166
SBA Loan Payable		460,406			460,406			460,406			460,406
Other current liabilities		96,136			95,256			96,136			95,256
Preferred stock dividends payable		84,579			9,967			125,014			9,967
Total current liabilities		1,326,303			3,028,640			3,165,575			3,028,640

Lease Liability- operating leases, non-current		1,267,297			312,099			3,092,130			312,099

Total Liabilities	$	2,593,600		$	3,340,739		$	6,257,705		$	3,340,739

Commitments and contingencies		-			-			-			-

Stockholders' equity (deficit)

Preferred stock, $0.01 par value, 100,000,000 shares authorized; 500,000 shares designated Series A; 3,000,000 shares designated Series C; and 400,000 shares designated Series X:		-			-			-
Preferred stock, Series A, $0.01 par value, 0 and 4,800 shares issued and outstanding as of June 30, 2021 and December 31, 2020		0			48
Preferred stock, Series C, $0.01 par value, 1,940,644 and 0 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively		19,406			0
Preferred stock, Series X, $0.01 par value, 24,227 shares issued and outstanding as of June 30, 2021; 26,227 shares issued and outstanding as of December 31, 2020		242			262
Preferred stock, Series A, $0.01 par value, 0 and 4,800 shares issued and outstanding as of September 30, 2021 and December 31, 2020								-			48
Preferred stock, Series C, $0.01 par value, 940,644 and 0 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively								9,406			-
Preferred stock, Series X, $0.01 par value, 24,227 shares issued and outstanding at September 30, 2021; 26,227 shares issued and outstanding at December 31, 2020								242			262
Common stock subscribed		(41,000	)		-			156,441			-
Common stock, $0.01 par value, 500,000,000 shares authorized, 208,188,705 and 155,381,183 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively		2,081,887			1,553,812
Common stock, $0.01 par value, 500,000,000 shares authorized, 212,853,706 and 155,381,183 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively								2,128,537			1,553,812
Additional paid-in capital		17,920,912			10,340,821			18,055,972			10,340,821
Accumulated deficit		(18,641,275	)		(14,437,168	)		(20,410,741	)		(14,437,168	)
Total stockholders' equity (deficit)		1,340,172			(2,542,225	)		(60,143	)		(2,542,225	)

Total liabilities and stockholders' equity (deficit)	$	3,933,772		$	798,514		$	6,197,562		$	798,514

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

Table of Contents

MITESCO, INC.

~~UNAUDITED CONDENSED CONSOLIDATED~~ STATEMENT OF OPERATIONS

													Unaudited						Unaudited
	For the Three			For the Three			For the Six			For the Six			For the Three			For the Three			For the Nine			For the Nine
	Months Ended			Months Ended			Months Ended			Months Ended			Months Ended			Months Ended			Months Ended			Months Ended
	June 30,			June 30,			June 30,			June 30,			September 30,			September 30,			September 30,			September 30,
	2021			2020			2021			2020			2021			2020			2021			2020

Revenue	$	8,244		$	0		$	11,216		$	0		$	13,528		$	-		$	24,744		$	-

Cost of goods sold		3,605						5,318						2,486			-			7,804			-
Gross Profit (loss)		4,639			0			5,898			0			11,042			-			16,940			-

Operating expenses:
General and administrative		1,403,210			625,838			2,356,118			1,122,332			1,780,456			607,704			4,136,574			1,730,036

Total operating expenses		1,403,210			625,838			2,356,118			1,122,332			1,780,456			607,704			4,136,574			1,730,036

Net Operating Loss		(1,398,571	)		(625,838	)		(2,350,220	)		(1,122,332	)		(1,769,414	)		(607,704	)		(4,119,634	)		(1,730,036	)

Other income (expense):
Interest expense		(1,135	)		(396,907	)		(966,123	)		(587,035	)		-			(537,184	)		(966,123	)		(1,124,219	)
Loss on legal settlement		(70,000	)		0			(70,000	)		0			-			-			(70,000	)		-
Gain on settlement of accounts payable		0			306,319			6,045			348,611			-			49,351			6,045			397,962
Gain on settlement of accrued salary														-			6,988			-			6,988
Gain on settlement of notes payable		0						1,836						-			-			1,836			-
Grant Income		52			3,000			52			3,000			(52	)		-			-			3,000
(Loss) Gain on revaluation of derivative liabilities		0			(50,214	)		(493,455	)		446,155			-			51,940			(493,455	)		498,095
Total other expense		(71,083	)		(137,802	)		(1,521,645	)		210,731			(52	)		(428,905	)		(1,521,697	)		(218,174	)

Loss before provision for income taxes		(1,469,654	)		(763,640	)		(3,871,865	)		(911,601	)		(1,769,466	)		(1,036,609	)		(5,641,331	)		(1,948,210	)

Provision for income taxes		0			0			0			0			-			-			-			-

Net loss	$	(1,469,654	)	$	(763,640	)	$	(3,871,865	)	$	(911,601	)	$	(1,769,466	)	$	(1,036,609	)	$	(5,641,331	)	$	(1,948,210	)

Preferred stock dividends		(54,115	)		(19,392	)		(74,614	)		(36,751	)		(40,433	)		(19,392	)		(115,047	)		(56,143	)
Preferred stock deemed dividends		0			0			(332,242	)		0			-			-			(332,242	)		-

Net loss available to common shareholders	$	(1,523,769	)	$	(783,032	)	$	(4,278,721	)	$	(948,352	)	$	(1,809,899	)	$	(1,056,001	)	$	(6,088,620	)	$	(2,004,353	)

Net loss per share - basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.03	)	$	(0.02	)

Weighted average shares outstanding - basic and diluted		201,678,218			88,833,282			194,455,386			86,408,229			208,784,236			100,262,378			199,678,995			94,154,754

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

Table of Contents

MITESCO, INC.

~~CONDENSED CONSOLIDATED UNAUDITED~~ STATEMENT OF ~~STOCKHOLDER'S DEFICIT~~STOCKHOLDERS EQUITY

Preferred Stock Series A

Preferred Stock Series C

Preferred Stock Series X

Common Stock

Additional

Stock

Stock

Accumulated

Shares

Amount

Shares

Amount

Shares

Amount

Shares

Amount

Paid-in capital

Subscribed

Payable

Deficit

Total

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
4,800 $ 48 - $ - 26,227 $ 262 98,796,144 $ 987,962 $ 9,058,332 $ - $ 37,186 $ (12,488,175 ) $ (2,404,385 )

Balance, March 31, 2021
- - 3,000,000 30,000 26,227 262 197,694,698 1,976,965 17,513,684 - - (17,171,621 ) 2,349,290
Vesting of common stock issued to employees
- - - - - - - - 3,889 - - - 3,889
Vesting of stock options issued to employees
- - - - - - - - 195,352 - - - 195,352
Shares issued to directors for exercise of options
- - - - - - 7,616,668 76,166 152,334 (41,000 ) - - 187,500
Net shares cancelled in connection with settlement agreement
- - - - (2,000 ) (20 ) (1,362,047 ) (13,620 ) 141,550 - - - 127,910
Shares issued for professional fees
- - - - - - 1,962 2 (2 ) - - - -
Shares of common stock issued for conversion of Preferred Stock Series C
- - (1,059,356 ) (10,594 ) - - 4,237,424 42,374 (31,780 ) - - - -
Preferred stock dividends
- - - - - - - - (54,115 ) - - - (54,115 )
Loss for the period ended June 30, 2021
- - - - - - - - - (1,469,654 ) (1,469,654 )
Balance, June 30, 2021
- $ - 1,940,644 $ 19,406 24,227 $ 242 208,188,705 $ 2,081,887 $ 17,920,912 $ (41,000 ) $ - $ (18,641,275 ) $ 1,340,172
- - - - - - - -

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
- - - - - - - - (36,751 ) - - (36,751 )
Loss for the period ended June 30, 2020
- - - - - - - - - - (911,601 ) (911,601 )
Balance, June 30, 2020
4,800 $ 48 - $ - 26,227 $ 262 98,796,144 $ 987,962 $ 9,058,332 $ 37,186 $ (12,488,175 ) $ (2,404,385 )

Balance, December 31, 2020
4,800 $ 48 - $ - 26,227 $ 262 155,381,183 $ 1,553,812 $ 10,340,821 $ - $ - $ (14,437,168 ) $ (2,542,225 )
Vesting of common stock issued to employees
- - - - - - - - 7,897 - - - 7,897
Vesting of stock options issued to employees
- - - - - - - - 201,294 - - - 201,294
Common stock issued for services
- - - - - - 1,099,320 10,963 211,517 - - - 222,480
Common stock issued for conversion of notes payable and accrued interest
- - - - - - 33,944,157 339,442 2,314,353 - - - 2,653,795
Sale of common stock in private placement
- - - - - - 6,672,000 66,750 1,601,250 - - - 1,668,000
Sale of Preferred Stock Series C
- - 3,000,000 30,000 - - - - 1,461,283 - - - 1,491,283
Warrants issued with Preferred Stock Series C
- - - - - - - - 1,268,717 - - - 1,268,717
Conversion of Preferred Stock Series A to common stock
(4,800 ) (48 ) - - - - 600,000 6,000 (5,952 ) - - - -
Shares issued for exercise of stock options
- - - - - - 7,616,668 76,166 152,334 (41,000 ) - - 187,500
Net shares issued in connection with settlement agreement
- - - - (2,000 ) (20 ) (1,362,047 ) (13,620 ) 141,550 - - - 127,910
Shares of common stock issued for conversion of Preferred Stock Series C
- - (1,059,356 ) (10,594 ) - - 4,237,424 42,374 (31,780 ) - - - -
Deemed dividend on conversion of Preferred Stock Series A to common stock
- - - - - - - - 206,242 - (206,242 ) -
Deemed dividend on Preferred Stock Series C
- - - - - - - - 126,000 - - (126,000 ) -
Preferred stock dividends
- - - - - - - - (74,614 ) - - (74,614 )
Loss for the period ended March 31, 2021
- - - - - (3,871,865 ) (3,871,865 )
Balance, June 30, 2021
- $ - 1,940,644 $ 19,406 24,227 $ 242 208,188,705 $ 2,081,887 $ 17,920,912 $ (41,000 ) $ - $ (18,641,275 ) $ 1,340,172

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

	Preferred Stock Series A				Preferred Stock Series C						Preferred Stock Series X				Common Stock				Additional Paid-in			Stock			Stock		Accumulated
	Shares		Amount		Shares			Amount			Shares		Amount		Shares		Amount		capital			Subscribed			Payable		Deficit			Total

Balance, June 30, 2020		4,800	$	48		-		$	-			26,227	$	262		98,796,144	$	987,962	$	9,058,332		$	-		$	37,186	$	(12,488,175	)	$	(2,404,385	)
Vesting of common stock issued to employees		-		-		-			-			-		-		-		-		7,792			-			-		-			7,792
Vesting of stock options issued to employees		-		-		-			-			-		-		-		-		91,647			-			-		-			91,647
Common stock issued for services		-		-		-			-			-		-		386,985		3,869		17,787			-			-		-			21,656
Common stock issued for conversion of notes payable and accrued interest		-		-		-			-			-		-		22,269,785		222,698		508,066			-			-		-			730,764
Preferred stock dividends		-		-		-			-			-		-		-		-		(19,392	)		-			-		-			(19,392	)
Loss for the period ended September 30, 2020		-		-		-			-			-		-		-		-		-			-			-		(1,036,609	)		(1,036,609	)
Balance, September 30, 2020		4,800	$	48		-		$	-			26,227	$	262		121,452,914	$	1,214,529	$	9,664,232		$	-		$	37,186	$	(13,524,784	)	$	(2,608,527	)

Balance, June 30, 2021		-	$	-		1,940,644		$	19,406			24,227	$	242		208,188,705	$	2,081,887		17,920,912		$	(41,000	)	$	-	$	(18,641,275	)	$	1,340,172
Vesting of common stock issued to employees		-		-		-			-			-		-		-		-		2,564			-			-		-			2,564
Vesting of stock options issued to employees		-		-		-			-			-		-		-		-		199,079			-			-		-			199,079
Stock options exercised for cash		-		-		-			-			-		-		350,000		3,500		7,000			-			-		-			10,500
Exercise of options by cashless conversion		-		-		-			-			-		-		315,000		3,150		(3,150	)		-			-		-			-
Cash paid for common stock subscribed		-		-		-			-			-		-		-		-		-			41,000			-		-			41,000
Shares of common stock issued for conversion of Preferred Stock Series C		-		-		(1,000,000	)		(10,000	)		-		-		4,000,001		40,000		(30,000	)		-			-		-			-
Common stock subscribed for accounts payable and accrued liabilities		-		-		-			-			-		-		-		-		-			156,441			-		-			156,441
Preferred stock dividends		-		-		-			-			-		-		-		-		(40,433	)		-			-		-			(40,433	)
Loss for the period September 30, 2021		-		-		-			-			-		-		-		-		-			-			-		(1,769,466	)		(1,769,466	)
Balance, September 30, 2021		-	$	-		940,644		$	9,406			24,227	$	242		212,853,706	$	2,128,537	$	18,055,972		$	156,441		$	-	$	(20,410,741	)	$	(60,143	)

Table of Contents

~~MITESCO, INC.~~

~~UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS~~

For the Six

For the Six

Months Ended

Months Ended

June 30,

June 30,

2021

2020

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss
$ (3,871,865 ) $ (911,601 )
Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation
36,456 786
Preferred A stock issued to consultants
0
Amortization of right-to-use asset
24,692 0
Gain on settlement of notes payable
(1,836 ) 386,175
Gain on settlement of accounts payable
0 (348,611 )
(Gain) on revaluation of Preferred Stock Series A
- -
Loss on conversion of Pref Stock Series A to common stock
- -
Gain (Loss) on revaluation of derivative liabilities
493,455 (446,155 )
Derivative expense
0 43,009
Amortization of discount on notes payable
756,795 0
Share-based compensation
559,579 159,868

Changes in assets and liabilities:

Accounts receivables
(1,133 ) 0
Prepaid expenses
(28,843 ) 9,721
Due from related party
(26,163 ) 0
Inventory
(2,109 ) 0
Accounts payable and accrued liabilities
(291,463 ) 226,199
Operating lease liability
14,082 0
Other current liabilities
880 805
Accrued interest
203,447 53,695

Net cash used in operating activities
(2,134,026 ) (826,109 )

CASH FLOWS FROM INVESTING ACTIVITIES

Cash paid for acquisition of fixed assets
(495,359 ) 0

Net cash used in investing activities
(495,359 ) 0

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from private placement of common stock
1,668,000 0
Proceeds from sales of Series C Preferred Stock, net of fees
2,760,000
Proceeds from notes payable, net of discount
0 931,406
Principal payments on notes payable
(177,534 ) (171,000 )

Net cash provided by financing activities
4,250,466 760,406

Net increase (decrease) in cash and cash equivalents
1,621,081 (65,703 )

Cash and cash equivalents at beginning of period
64,789 83,245

Cash and cash equivalents at end of period
$ 1,685,870 $ 17,542

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Interest paid
$ 0 $ 2,680
Income taxes paid
$ 0 $ 0

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Stock issued for conversion of debt and accrued interest
$ 2,653,795 $ 0
Settlement of derivative liabilities
$ (1,301,137 ) $ 664,684
Cashless exercise of warrants
$ 0 $ 50,986
Issued of Series A Preferred Stock to consultants
$ 0 $ 71,558
Preferred stock dividend
$ 74,614 $ 36,751
Deemed dividends on Preferred Stock
$ 332,242 $ 0
Derivative discounts
$ - $ 485,000
Beneficial conversion feature
$ - $ 506,726
Conversion of Series A Preferred stock to common stock
$ 6,000 $ 0
Conversion of Series C Preferred stock to common stock
$ 31,781 $ 0
Conversion of accounts payable to common stock
$ 102,333 $ 0
Conversion of accrued payroll to common stock
$ 50,000 $ 0

	Preferred Stock Series A							Preferred Stock Series C					Preferred Stock Series X						Common Stock						Additional Paid-in			Stock		Stock		Accumulated
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount			Paid-in capital			Subscribed		Payable		Deficit			Total
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		-			-			-			-			-			-			-			-			60,842			-		-		-			60,842
Vesting of stock options issued to employees		-			-			-			-			-			-			-			-			119,227			-		-		-			119,227
Common stock issued for services		-			-			-			-			-			-			586,985			5,869			23,467			-		-		-			29,336
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		-			-			-			-			-			-			31,597,490			315,976			508,066			-		-		-			824,042
Issuance of Preferred A stock to consultants		4,800			48			-			-			-			-			-			-			71,510			-							71,558
Preferred stock dividends		-			-			-			-			-			-			-			-			(56,143	)		-		-		-			(56,143	)
Loss for the period ended September 30, 2020		-			-			-			-			-			-			-			-			-			-		-		(1,948,210	)		(1,948,210	)
Balance, September 30, 2020		4,800		$	48			-		$	-			26,227		$	262			121,452,914		$	1,214,529		$	9,664,232		$	-	$	37,186	$	(13,524,784	)	$	(2,608,527	)


Balance, December 31, 2020		4,800			48			-			-			26,227			262			155,381,183			1,553,812			10,340,821			-		-		(14,437,168	)		(2,542,225	)
Vesting of common stock issued to employees		-			-			-			-			-			-			-			-			7,897			-		-		-			7,897
Vesting of stock options issued to employees		-			-			-			-			-			-			-			-			203,858			-		-		-			203,858
Common stock issued for services		-			-			-			-			-			-			1,099,320			10,963			410,596			-		-		-			421,559
Common stock issued for conversion of notes payable and accrued interest		-			-			-			-			-			-			33,944,157			339,442			2,314,353			-		-		-			2,653,795
Sale of common stock in private placement		-			-			-			-			-			-			6,672,000			66,750			1,601,250			-		-		-			1,668,000
Sale of Preferred Stock Series C		-			-			3,000,000			30,000			-			-			-			-			1,461,283			-		-		-			1,491,283
Warrants issued with Preferred Stock Series C		-			-			-			-			-			-			-			-			1,268,717			-		-		-			1,268,717
Conversion of Preferred Stock Series A to common stock		(4,800	)		(48	)		-			-			-			-			600,000			6,000			(5,952	)		-		-		-			-
Shares issued for exercise of stock options		-			-			-			-			-			-			8,281,668			82,816			156,184			-		-		-			239,000
Net shares issued in connection with settlement agreement		-			-			-			-			(2,000	)		(20	)		(1,362,047	)		(13,620	)		141,550			-		-		-			127,910
Shares of common stock issued for conversion of Preferred Stock Series C		-			-			(2,059,356	)		(20,594	)		-			-			8,237,425			82,374			(61,780	)		-		-		-			-
Common stock subscribed for accounts payable and accrued liabilities		-			-			-			-			-			-			-			-			-			156,441		-		-			156,441
Deemed dividend on conversion of Preferred Stock Series A to common stock		-			-			-			-			-			-			-			-			206,242			-		-		(206,242	)		-
Deemed dividend on Preferred Stock Series C		-			-			-			-			-			-			-			-			126,000			-		-		(126,000	)		-
Preferred stock dividends		-			-			-			-			-			-			-			-			(115,047	)				-		-			(115,047	)
Loss for the period ended September 30, 2021											-									-			-			-					-		(5,641,331	)		(5,641,331	)
Balance, September 30, 2021		-		$	-			940,644		$	9,406			24,227		$	242			212,853,706		$	2,128,537		$	18,055,972		$	156,441	$	-	$	(20,410,741	)	$	(60,143	)

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

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MITESCO, INC.

STATEMENT OF CASH FLOWS

	Unaudited
	For the Nine			For the Nine
	Months Ended			Months Ended
	September 30,			September 30,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(5,641,331	)	$	(1,948,210	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		78,954			1,179
Preferred A stock issued to consultants					-
Amortization of right-to-use asset		71,349			-
Gain on settlement of notes payable		(1,836	)		-
Gain on settlement of accounts payable		-			(397,962	)
Gain on conversion of accrued salary		-			(6,988	)
Gain (Loss) on revaluation of derivative liabilities		493,455			(498,095	)
Derivative expense		-			125,869
Amortization of loan fees		-			18,000
Amortization of discount on notes payable		756,795			785,724
Share-based compensation		761,222			259,307
Changes in assets and liabilities:
Accounts receivables		(7,319	)		-
Prepaid expenses		(28,844	)		5,937
Due from related party		-			-
Inventory		(22,794	)		-
Accounts payable and accrued liabilities		1,651,191			371,972
Operating lease liability		59,920			-
Other current liabilities		880			1,634
Accrued interest		203,447			89,642
Net cash used in operating activities		(1,624,911	)		(1,191,991	)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for acquisition of fixed assets		(2,300,338	)		-
Net cash used in investing activities		(2,300,338	)		-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from private placement of common stock		1,668,000			-
Proceeds from sales of Series C Preferred Stock, net of fees		2,760,000			-
Proceeds from notes payable, net of discount		-			1,381,406
Proceeds from sale of common stock		51,500			-
Principal payments on notes payable		(177,534	)		(171,000	)
Net cash provided by financing activities		4,301,966			1,210,406
Net increase in cash and cash equivalents		376,717			18,415

Cash and cash equivalents at beginning of period		64,789			83,245
Cash and cash equivalents at end of period	$	441,506		$	101,660

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

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Stock issued for conversion of debt and accrued interest	$	2,653,795		$	-
Settlement of derivative liabilities	$	(1,301,137	)	$	1,020,449
Cashless exercise of warrants	$	-		$	50,986
Issued of Series A Preferred Stock to consultants	$	-		$	71,558
Preferred stock dividend	$	115,047		$	56,143
Deemed dividends on Preferred Stock	$	332,242		$	-
Derivative discounts	$	-		$	999,800
Conversion of Series A Preferred stock to common stock	$	6,000		$	-
Conversion of Series C Preferred stock to common stock	$	61,781		$	-
Conversion of accounts payable to common stock	$	102,333		$	-
Conversion of accrued payroll to common stock	$	50,000		$	-
Conversion of accounts payable to common stock subscribed	$	156,441		$	-
Shares issued for debt conversion	$	-		$	617,000
Shares issued for accrued salary conversion	$	-		$	17,787
Accrued interest converted to equity	$	-		$	36,983

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

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MITESCO, INC.

~~Notes to Condensed Consolidated Financial Statements~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~June 30, 2021, and 2020~~(Unaudited)

Note 1 – Description of Business

Company Overview

Mitesco, Inc. (the “Company,” “we,” “us,” or “our”) was formed in the state of Delaware on January 18, 2012. On December 9, 2015, we restructured our operations and acquired Newco4pharmacy, LLC, a development stage company which sought to acquire compounding pharmacy businesses. As a part of the restructuring, we completed a “spin out” of our former business line. On April 24, 2020, we changed our name to Mitesco, Inc.

Since 2020, our operations have focused on establishing medical clinics utilizing nurse practitioners under The Good Clinic name and development and acquisition of telemedicine technology. In March of 2020, we formed a wholly owned subsidiary, Mitesco N.A. LLC, which holds The Good Clinic LLC, a Colorado limited liability company for our clinic business. We also have a subsidiary in Dublin, Ireland, Acelerar Healthcare Holdings, LTD, with a view toward technology acquisitions, operations and potentially investments from the European marketplace.

We opened our first The Good Clinic in Minneapolis, Minnesota in the first quarter of 2021 and have three (3) operating at the time of this filing. We have four (4) additional sites under contract with build-out underway and anticipate ~~opening~~having seven (7) more in operation in the greater Minneapolis and Denver metropolitan areas before the end of ~~2021.~~2022. We are making plans for up to fifty (50) operating units before the end of 2023 from internal growth, and we may entertain acquisition of existing clinics as well.

Note 2 - Financial Condition, Going Concern and Management Plans

As of ~~June~~September 30, 2021, the Company had cash of ~~$1,686,000,~~$442,000, current liabilities of ~~$1,326,000,~~$3,166,000, and has incurred a loss from operations and has generated minimal revenue. The Company’s principal operation is the development and operation of primary care health and wellness clinics operated by nurse practitioners. In addition, the Company develops and deploys software and systems for the healthcare marketplace. The Company intends to a) develop and acquire telemedical technologies, and b) evaluate other healthcare related opportunities both domestically and on an international basis. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding to execute its business plan.

As a result of these factors, there is substantial doubt about the ability of the Company to continue as a going concern for one year from the date the financial statements are issued. The Company’s continuance is dependent on raising capital and generating revenues sufficient to sustain operations. During the ~~six~~nine months ended ~~June~~September 30, 2021, the Company closed on a $3,000,000 Series C Preferred Stock and warrants offering and $1,668,000 restricted common stock offering. To continue its expansion plans, the Company believes that additional capital will need to be raised and has entered discussions to do so with certain companies. However, as of the date of these consolidated financial statements, no formal agreement exists.

The accompanying condensed 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.

PPP Loan ~~and Smith Matter~~

~~On July 21, 2020, Bank of America notified~~ The current balance is $460,406 and the Company in writing that it should not have received $440,000 of the loan proceeds disbursed under the Note. The Company investigated the terms of the application and discovered its former President had erroneously represented it was refinancing an Economic Injury Disaster Loan when no such loan had been received. Bank of America requested that the Company remit the funds received back to Bank of America. The Company is currently ~~working with Bank~~in discussions for a) a partial forgiveness and b) the conversion of ~~America on~~any remaining balance into a repayment plan. If we are not successful in negotiating repayment terms, it could have a material adverse effect on our financial condition. As of the date of this filing the Company has not restructured the loan and Bank of America has not taken any adversarial actions with regard to the loan.term note.

810

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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 former 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 former President and Chief Operating Officer (“COO”) from its Board of Directors, and all operating roles due to the inaccuracy of the loan application. After that decision, the former President & COO submitted a resignation from all positions with the Company, which was accepted by the Board and management.

In August 2020, the former President and COO filed a complaint alleging discrimination under certain provisions of the anti-discrimination laws of that state. As of the date of this filing the Company has been advised by the convening judicial organization that it has dismissed this matter. The former President requested a “Right-to-Sue” letter, which she received, giving her a right to sue in District Court for 90 days from the date of the dismissed action. On June 23, 2021, the Company and the former President and COO reached a confidential settlement and release agreement releasing both parties of any future claims.

COVID -19 Impact

The Company has had some impact on its operations because of the effects of the COVID-19 pandemic, primarily with accessibility to staffing, consultants and in the capital markets, and it is adjusting as needed within its 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 continue to 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 securities.

Note 3 – Summary of Significant Accounting Policies

Principles of Consolidation – The accompanying consolidated financial statements include the accounts of Mitesco, Inc., and its wholly owned subsidiaries MitescoNA, LLC, The Good Clinic, LLC, and Acelerar Healthcare Holdings, LTD. In addition, we anticipate that we will rely on the operating activities of certain legal entities in which we will not maintain a controlling ownership interest but over which we will have indirect influence and of which we will be considered the primary beneficiary. We expect that these entities will typically be subject to nominee ownership and transfer restriction agreements that effectively transfer the majority of the economic risks and rewards of their ownership to the Company. The Company’s management, restriction and other agreements concerning such nominee-owned entities typically includes both financial terms and protective and participating rights to the entities’ operating, strategic and non-clinical governance decisions which transfer substantial powers over and economic responsibility for these entities to the Company. As such, the Company applies the guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810 – Consolidation (“ASC 810”), to determine when an entity that is insufficiently capitalized or not controlled through its voting interests, referred to as a variable interest entity should be consolidated. All intercompany balances and transactions have been eliminated.

Use of Estimates - The preparation of these financial statements requires our management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and related notes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment.

Cash - The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. The Company had cash and cash equivalents of approximately ~~$1,686,000~~$442,000 as of ~~June~~September 30, 2021, and $65,000 as of December 31, 2020.

Property, Plant, and Equipment - Property and equipment is recorded at the lower of cost or estimated net recoverable amount and is depreciated using the straight-line method over its estimated useful life. Property acquired in a business combination is recorded at estimated initial fair value. Property, plant, and equipment are depreciated using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term based upon the following life expectancy:

	Years
Office equipment		3 to 5
Furniture & fixtures		3 to 7
Machinery & equipment		3 to 10
Leasehold improvements		Term of lease

~~Table of Contents~~

In 2020, the Company entered into a lease for a clinic facility in Minneapolis, Minnesota. In connection with the facility, the Company incurred costs to design, engineer, build and install furniture and equipment in the facility. $417,000 was recorded in construction in progress on the balance sheet as of December 31, 2020. The facility was completed, and the Company received its certificate of occupancy, in the first quarter of 2021. During the three months ended March 31, 2021, the costs previously recorded as construction in progress were recorded to fixed assets and are being depreciated over their useful lives or lease term as appropriate. During the three months ended ~~June~~September 30, 2021, no additional fixed assets were acquired. During the three months ended June 30, 2021, the Company entered into three additional ~~lease,~~leases, two leases are for two new clinics and one lease was for the new corporate headquarters. During the three months ended September 30, 2021 the Company entered into three new clinic leases. With the signing of the three additional leases late in the second quarter we anticipate additional expenditures for fixed assets and leasehold improvements. During the fourth quarter of 2021 we expect to have expenditures of approximately $3 million related to construction and equipment related to these new clinic locations.

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Revenue 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 impact of 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 recognized 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 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 is 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 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 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 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 equity instruments that the entity is obligated to issue when the goods or service has been delivered or rendered and all other conditions necessary to earn the right to benefit from the equity instruments have been satisfied. This standard became 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 this ASU on January 1, 2019. The adoption had no impact on our results of operations, cash flows, or 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.

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Derivative Financial Instruments- Derivatives are recorded on the consolidated balance sheet at fair value. The conversion features of the convertible notes are embedded derivatives and are separately valued and accounted for on the consolidated balance sheet with changes in fair value recognized during the period of change as a separate component of other income/expense. Fair values for exchange-traded securities and derivatives are based on quoted market prices. The pricing model the Company uses for determining the fair value of its derivatives is the 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. As of ~~June~~September 30, 2021, the Company had retired all derivative instruments.

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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 Black Sholes 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.

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.

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 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 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 2018.

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.

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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 consolidated financial position, statements of operations or cash flows in the period of the change in the estimate.

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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 consolidated balance sheet and reported at the lower of the carrying amount or fair value less costs to sell and are no longer depreciated. The assets and liabilities of a disposal group classified as held-for-sale would be presented separately in the appropriate asset and liability sections of the consolidated balance sheet, if material. The Company had no impairment charges.

Financial Instruments and Fair Values-The fair value of a financial instrument represents the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Fair value estimates are made at a specific point in time, based upon relevant market information about the financial instrument. In determining fair value, we use various valuation methodologies and prioritize the use of observable inputs. We assess the inputs used to measure fair value using a three-tier hierarchy based on the extent to which inputs used in measuring fair value are observable in the market:

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

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

Level 3 – inputs include data not observable in the market and reflect management judgment about the assumptions market participants would use in pricing the asset or liability.

The use of observable and unobservable inputs and their significance in measuring fair value are reflected in our hierarchy assessment. The carrying amount of cash, prepaid assets, accounts payable and accrued liabilities approximate fair value due to the short-term maturities of these instruments. Because cash and cash equivalents are readily liquidated, management classifies these values as Level 1. The fair value of the derivative liabilities approximates their book value as the instruments are short-term in nature and contain market rates of interest. Because there is no ready market or observable transactions, management classifies the derivative liabilities as Level 3.

~~Recently Issued~~New Accounting Standards

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed, the Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on its financial position or results of operations upon adoption.

Recent Accounting Standards Adopted in the Year

In June 2018, the FASB issued ASU 2018-07 “Improvements to Non-employee Share-Based Payment Accounting”, which simplifies the accounting for share-based payments granted to non-employees for goods and services. Under the ASU, most of the guidance on such payments to non-employees would be aligned with the requirements for share-based payments granted to employees. The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. ~~The Company does not anticipate that the adoption of this standard will have a material impact on the Company’s consolidated financial statements.~~

In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company has adopted ASU No. 2019-12, “Income Taxes (Topic 740) however giving the Company’s historical losses and full valuation allowance it did not have an impact on its condensed consolidated financial statements and related disclosures.

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Recent Accounting Standards Not Yet Adopted

In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)”. This ASU reduces the number of accounting models for convertible debt instruments and convertible Preferred Stock. As well as amend the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related EPS guidance. This standard is effective for us on January 1, 2022, including interim periods within those fiscal years. Adoption is either a modified retrospective method or a fully retrospective method of transition. We are currently assessing the impact the new guidance will have on our consolidated financial statements.

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

Note 4 – Net Loss Per Share Applicable to Common Shareholders

Net Loss per Share Applicable to Common Stockholders

Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period. Diluted loss per common share is computed similarly to basic loss per common share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock.

The following table sets forth the computation of loss per share for the three and ~~six~~nine months ended ~~June~~September 30, 2021, and 2020, respectively:

Three Months Ended June 30,

2021

2020

Numerator:

Net loss applicable to common shareholders
$ (1,523,769
)
$ (783,032
)

Denominator:

Weighted average common shares outstanding
201,678,218 88,833,282

Net loss per share data:

Basic and diluted
$ (0.01
)
$ (0.01
)

Six Months Ended June 30,

2021

2020

Numerator:

Net loss applicable to common shareholders
$ (4,278,721
)
$ (948,352
)

Denominator:

Weighted average common shares outstanding
194,455,386 86,408,229

Net loss per share data:

Basic and diluted
$ (0.02
)
$ (0.01
)

	For the three months ended September 30,						For the nine months ended September 30,
	2021			2020			2021			2020
Numerator
Net loss applicable to common shareholders	$	(1,809,899	)	$	(1,056,001	)	$	(6,088,620	)	$	(2,004,353	)

Denominator
Weighted Average shares outstanding		208,784,236			100,262,378			199,678,995			94,154,754

Net loss per share
Basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.03	)	$	(0.02	)

The Company 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 ~~June~~September 30, 2021, and 2020, the following shares were issuable and excluded from the calculation of diluted loss:

June 30,

2021

2020

Options
11,696,211 67,879
Warrants
12,600,000 0
Convertible Preferred Stock Series C
8,150,705 0
Accrued interest on Preferred Stock
376,803 32,784
Total
32,823,719 100,664

	For the nine months ended September 30,
	2021		2020
Common stock options		18,386,211		67,689
Common stock purchase warrants		12,600,000		-
Convertible Preferred Stock Series C		8,237,425		-
Accrued interest on Preferred Stock		494,883		32,784
Potentially dilutive securities		39,718,519		100,663

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Note 5 – Related Party Transactions

For the three months ended ~~June~~September 30, 2021:

On July 21, 2021, the Company issued a total of 3,000,000 stock option awards to the Company’s executive officers: 1,500,000 to its Chief Executive Officer, 750,000 to its Chief Financial Officer and 750,000 to its Chief Legal Officer. The options will expire on the ten- year anniversary of the grant date and will vest following the Company’s achievement of a total of $30 million of revenues over four consecutive quarters, as recorded under generally accepted accounting principles of the United States of America. The options have a strike price of $0.25 the amount was based on the price of the lowest investment amount offered to outside investors in 2021 and is higher than the closing price on the date they were granted.

On August 26, 2021, the Company issued 312,800 restricted shares of the Company’s common stock priced at $0.25, vesting immediately, in lieu of $78,200 of cash compensation owed to the Company’s Chief Executive Officer for services rendered to the Company prior to 2021.

During the three months ended ~~June~~September 30, 2021, the Company accrued dividends on its Series X Preferred Stock in the total amount of ~~$15,144.~~$15,141. Of this amount, a total of $2,000 was payable to officers and directors, $7,816 was payable to a related party shareholder, and ~~$5,328~~$5,325 was payable to non-related parties.

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For the ~~six~~nine months ended ~~June~~September 30, 2021:

On July 21, 2021, the Company issued a total of 3,000,000 stock option awards to the Company’s executive officers: 1,500,000 to its Chief Executive Officer, 750,000 to its Chief Financial Officer and 750,000 to its Chief Legal Officer. The options will expire on the ten-year anniversary of the grant date and will vest following the Company’s achievement of a total of $30 million of revenues over four consecutive quarters, as recorded under generally accepted accounting principles of the United States of America. The options have a strike price of $0.25 the amount was based on the price of the lowest investment amount offered to outside investors in 2021 and is higher than the closing price on the date they were granted.

During the ~~six~~nine months ended ~~June~~September 30, 2021, the Company accrued dividends on its Series X Preferred Stock in the total amount of ~~$31,536.~~$46,677. Of this amount, a total of ~~$4,000~~$6,000 was payable to officers and directors, ~~$15,630~~$23,444 was payable to a related party shareholder, and ~~$11,906~~$17,233 was payable to non-related parties.

For the three months ended ~~June~~September 30, 2020:

On August 1, 2020, the Company agreed to issue 1,000,000 ten-year options to a non-management director. These options have a fair value of $56,037, 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~~nine months ended ~~June~~September 30, 2020, the ~~Company charged the~~ amount of ~~$19,374~~$11,595 was charged to operations in connection with the vesting of restricted common stock as follows: $6,205 for shares issued to management; $10,110 for shares issued to board members; and $3,059 related to shares issued to an employee. Ms. Julie Smith, the Company’s former President, Chief Operating Officer, and a Board member, resigned effective June 30, 2020. At the time of her resignation, a total of 1,000,000 shares of the Company’s common stock issued to Ms. Smith for compensation as a board member were vested and remain outstanding; an additional 250,000 shares of common stock issued to Ms. Smith for compensation as an officer were vested and remain outstanding; 750,000 shares of common stock to be issued to Ms. Smith for compensation as an officer had not vested, and these ~~shares were cancelled.~~

On June 30, 2020, the Company 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.options.

For the ~~six~~nine months ended ~~June~~September 30, 2020:

On February 27, 2020, the Company agreed to issue 1,000,000 ten-year options to its 2 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~~September 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~~September 30, 2020; the 1,500,000 options that the Company agreed to issue to Ms. Smith were cancelled, and no vesting of these options was recorded during the three months ended ~~June~~September 30, 2020. During the three months ended ~~June~~September 30, 2020, the amount of $4,896 was charged to operations in connection with each of the remaining 1,500,000 option grants (a total of $9,792 for all 3,000,000 remaining options).

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On June 1, 2020, the Company agreed to issue 1,000,000 ten-year options to a non-management director. These options have a fair value of $28,460, an exercise price of $0.03 per share, and vest over a three-year period. The Company valued these options using the Black-Scholes valuation model. During the nine months ended September 30, 2020, the amount of $9,487 was charged to operations in connection these options.

During the nine months ended September 30, 2020, the Company charged the amount of $69,342 to operations in connection with the vesting of restricted common stock as follows: $27,196 for shares issued to management; $26,511 for shares issued to board members; and $15,635 related to shares issued to an employee. Julie Smith, our former President, Chief Operating Officer, and a Board member, resigned effective June 30, 2020; at the time of her resignation, a total of 1,000,000 shares of the Company’s common stock issued to Ms. Smith for compensation as a board member were vested, and remain outstanding; an additional 250,000 shares of common stock issued to Ms. Smith for compensation as an officer were vested, and also remain outstanding; 750,000 shares of common stock to be issued to Ms. Smith for compensation as an officer had not vested, and these shares were cancelled.

During the nine months ended September 30, 2020, the Company accrued dividends on its Series X Preferred stock in the total amount of ~~$32,784.~~$49,176. Of this amount, a total of ~~$6,500~~$9,750 was payable to officers and directors, ~~$15,629~~,$23,443 was payable to a related party shareholder, and ~~$10,655~~$15,983 was payable to non-related parties.

Note 6 - Right to Use Assets and Lease Liabilities – Operating Leases

The Company leases clinic and administrative facilities under operating leases. The Company evaluates its contracts to determine if an arrangement is a lease at inception and classify it as a finance or operating lease. Currently, all the Company’s leases are classified as operating leases. Leased assets and corresponding liabilities are recognized based on the present value of the lease payments over the lease term. The lease terms may include options to extend when it is reasonably certain that the Company will exercise that option.

Topic ASC 842 requires the Company to recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. Right-of-use assets are recorded in other assets on the Company’s condensed consolidated balance sheets. Current and non-current lease liabilities are recorded in other accruals within current liabilities and other non-current liabilities, respectively, on its condensed consolidated balance sheets. Costs associated with operating leases are recognized on a straight-line basis within operating expenses over the term of the lease.

On November 1, 2020, the Company entered into an agreement to open a clinic in Minneapolis, , Minnesota. The initial lease term is 8 years. Fixed rent payments under the initial term are approximately $511,000.

On May 24, 2021, the Company entered into an agreement to open a clinic in St. Louis Park, Minnesota, which is expected to begin operations in the third quarter of 2021. The initial lease term is seven years. Fixed rent payments under the initial term are approximately $673,000.

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Additionally, on June 8, 2021, the Company entered into an agreement to open a clinic in Eden Prairie, , Minnesota, which is expected to begin operation in the third quarter of 2021. The initial lease term is eight years. Fixed rent payments under the initial term are approximately $620,000.

On June 24, 2021, the Company entered into an agreement to open an administrative office in St. Louis Park, Minnesota. The initial lease term is 2.5 years. Fixed rent payments under the initial term are approximately $244,000.

On August 31, 2021, the Company entered into an agreement to open a clinic in St. Paul, Minnesota, which is expected to begin operation in the fourth quarter of 2021. The initial lease term is for 114 months. Fixed rent payments under the initial term are approximately $663,000.

On September 9, 2021, the Company entered into an agreement to open a clinic in Minneapolis, Minnesota, which is expected to begin operation in the fourth quarter of 2021. The initial lease term is for 90 months. Fixed rent payments under the initial term are approximately $489,000.

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On September 28, 2021, the Company entered into an agreement to open a clinic in Denver, Colorado, which is expected to begin operation in the first quarter of 2022. The initial lease term is for 96 months. Fixed rent payments under the initial term are approximately $640,000.

As of ~~June~~September 30, 2021, the Company had total operating lease liabilities of approximately ~~$1.4~~$3.2 million and right-of-use assets of approximately ~~$1.3~~$3.1 million, which were included in the condensed consolidated balance sheet.

Right to use assets – operating leases are summarized below:	June 30, 2021		December 31, 2020		September 30, 2021		December 31, 2020
Clinics	$	1,106,667	$	310,361	$	2,869,719	$	310,361
Administrative office		200,720		0		182,632		-
Right to use assets, net	$	1,307,387	$	310,361	$	3,052,351	$	310,361

Operating lease liabilities are summarized below:	June 30, 2021			December 31, 2020			September 30, 2021			December 31, 2020
Clinics	$	1,147,945		$	321,004		$	2,988,118		$	321,004
Administrative office		208,859			0			206,145			-
Lease liability	$	1,356,804		$	321,004		$	3,194,263		$	321,004
Less: current portion		(89,507	)		(8,905	)		(102,133	)		(8,905	)
Lease liability, non-current	$	1,267,297		$	312,099		$	3,092,130		$	312,099

The Company’s lease expense was entirely comprised of operating leases. Lease expense for the three months ended ~~June~~September 30, 2021, was $153,300 and for 2020 was ~~$38,500 and~~ $0. For the ~~six~~nine months ended ~~June~~September 30, 2021, and 2020 amounted to ~~$59,200~~$212,500 and $0, respectively. The Company’s ROU asset amortization for the three months ended ~~June~~September 30, 2021, and 2020 was $18,500 and $0, respectively. The Company’s ROU asset amortization for the ~~six~~nine months ended ~~June~~September 30, 2021, and 2020 was ~~$24,700~~$71,349 and $0, respectively the difference between the lease expense and the associated ROU asset amortization consists of interest at a rate of 12% per annum.

Maturity analysis under these lease agreements are as follows:

For the twelve months ended June 30, 2022
$ 242,476
For the twelve months ended June 30, 2023
341,085
For the twelve months ended June 30, 2024
294,286
For the twelve months ended June 30, 2025
254,470
For the twelve months ended June 30, 2026
259,850
Thereafter
625,932
Total
$ 2,018,099
Less: Present value discount
(661,295
)
Lease liability
$ 1,356,804

For the twelve months ended September 30, 2022	$	529,095
For the twelve months ended September 30, 2023		779,150
For the twelve months ended September 30, 2024		636,721
For the twelve months ended September 30, 2025		638,386
For the twelve months ended September 30, 2026		652,302
Thereafter		1,772,151
Total	$	5,007,805
Less: Present value discount		(1,813,542	)
Lease liability	$	3,194,263

Note 7 – Debt

All obligations disclosed in this section haves been fully satisfied as of the date of this filing and the Company has no further requirements related to these notes except for the Company’s PPP Loan which remains outstanding.

August 2014 Series C and D Convertible Debenture

On March 30, 2021, the Company issued 272,837 shares of common stock and paid cash in the amount of $122,166 as settlement of principal and accrued interest in the amounts of $110,833 and $71,526, respectively, due under the Series C Debenture and principal and accrued interest in the amounts of $11,333 and $8,722 due under the Series C Debenture. The Company recognized a gain in the amount of $3,035 on this transaction. These obligations have been fully satisfied as of the date of this filing and the Company has no further requirements related to these matters.

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March 2016 Convertible Note A

On March 24, 2021, the Company paid cash in the amount of $55,368 as settlement of principal and accrued interest in the amount of $41,000 and $13,167, respectively, due under the March 2016 Convertible Note A. The Company recognized a loss in the amount of $1,201 on this transaction. This obligation has been fully satisfied as of the date of this filing and the Company has no further requirements related to this matter.

Eagle Equities Note 4

On January 4, 2021, the Company issued 4,123,750 shares of common stock at a price of $0.012 per share pursuant to the conversion of $45,000 of principal and $4,485 of accrued interest in Eagle Equities Note 4. On January 6, 2021, the Company issued 3,505,964 shares of common stock at a price of $0.01224 per share pursuant to the conversion of $39,000 of principal and $3,913 of accrued interest in Eagle Equities Note 4. ~~These obligations have~~This obligation has been fully satisfied as of the date of this filing and the Company has no further requirements related to ~~these matters.~~this matter.

Eagle Equities Note 5

On January 11, 2021, the Company issued 4,463,507 shares of common stock at a price of $0.01224 per share pursuant to the conversion of $50,000 of principal and $4,633 of accrued interest in Eagle Equities Note 5. On January 14, 2021, the Company issued 4,319,378 shares of common stock at a price of $0.01266 per share pursuant to the conversion of $50,000 of principal and $4,683 of accrued interest in Eagle Equities Note 5. ~~These obligations have~~This obligation has been fully satisfied as of the date of this filing and the Company has no further requirements related to ~~these matters.~~this matter.

Eagle Equities Note 6

On January 21, 2021, the Company issued 6,449,610 shares of common stock at a price of $0.0154 per share pursuant to the conversion of $93,000 of principal and $6,324 of accrued interest in Eagle Equities Note 6. On January 28, 2021, the Company issued 7,285,062 shares of common stock at a price of $0.01575 per share pursuant to the conversion of $107,200 of principal and $7,540 of accrued interest in Eagle Equities Note 6. ~~These obligations have~~This obligation has been fully satisfied as of the date of this filing and the Company has no further requirements related to ~~these matters.~~this matter.

Eagle Equities Note 7

On February 5, 2021, the Company entered into a settlement agreement with the holders of the Eagle Equities Note 7 whereby the Company issued 1,184,148 shares of common stock at a price of $0.24984 per share in satisfaction of $200,200 of principal and all accrued interest and prepayment penalties due under this note. ~~These obligations have~~This obligation has been fully satisfied as of the date of this filing and the Company has no further requirements related to ~~these matters.~~this matter.

Eagle Equities Note 8

On February 5, 2021, the Company entered into a settlement agreement with the holders of the Eagle Equities Note 8 whereby the Company issued 639,593 shares of common stock at a price of $0.23851 per share in satisfaction of $114,400 of principal and all accrued interest and prepayment penalties due under this note. ~~These obligations have~~This obligation has been fully satisfied as of the date of this filing and the Company has no further requirements related to ~~these matters.~~this matter.

Eagle Equities Note 9

On February 5, 2021, the Company entered into a settlement agreement with the holders of the Eagle Equities Note 9 whereby the Company issued 605,177 shares of common stock at a price of $0.24984 per share in satisfaction of $114,400 of principal and all accrued interest and prepayment penalties due under this note. ~~These obligations have~~This obligation has been fully satisfied as of the date of this filing and the Company has no further requirements related to ~~these matters.~~this matter.

Eagle Equities Note 10

On February 5, 2021, the Company entered into a settlement agreement with the holders of the Eagle Equities Note 10 whereby the Company issued 1,095,131 shares of common stock at a price of $0.23748 per share in satisfaction of $200,200 of principal and all accrued interest and prepayment penalties due under this note. ~~These obligations have~~This obligation has been fully satisfied as of the date of this filing and the Company has no further requirements related to ~~these matters.~~this matter.

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PPP Loan

~~On July 21, 2020, Bank of America notified~~approximately $460,000, and the Company ~~in writing that it should not have~~ received ~~$440,000~~the full amount of the loan proceeds ~~disbursed under~~on May 4, 2020. The current balance is $460,406 and the Note. The Company investigated the terms of the application and discovered its former President had erroneously represented it was refinancing an Economic Injury Disaster Loan when the Company never applied for or received such a loan. Bank of America requested that the Company return the funds it received back to Bank of America. The Company is currently ~~negotiating~~in discussions for a) a ~~repayment plan with Bank~~partial forgiveness and b) the conversion of ~~America though no modification has been agreed to as of~~any remaining balance into a term note. These amounts are reflected in the date of this filing. If we are not successful in negotiating repayment terms, it could have a material adverse effect on our financial condition. Details of additional activity for the quarter ended June 30, 2021, are presented in Notes Payable Table 1, below.table below:

Notes Payable Table 1:

	June 30, 2021		December 31, 2020			September 30, 2021		December 31, 2020
Total notes payable	$	460,406	$	1,656,772		$	460,406	$	1,656,772
Less: Discount		0		(756,795	)		-		(756,795	)
Notes payable - net of discount	$	460,406	$	899,977		$	460,406	$	899,977

Current Portion, net of discount	$	460,406	$	899,977		$	460,406	$	899,977
Long-term portion, net of discount	$	0	$	0		$	-	$	-

Note 8 – 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 ~~six~~nine months ended ~~June~~September 30, 2021, are summarized in the table below:

December 31, 2020	$	807,682		$	807,682
Settled upon conversion or exercise		(1,301,137	)		(1,301,137	)
Gain on revaluation		493,455			493,455
June 30, 2021	$	0
September 30, 2021				$	-

Note 9 – Stockholders’ Equity (Deficit)

Common Stock

The Company has authorized 500,000,000 shares of common stock, par value $0.01; ~~208,188,705~~212,853,706 shares were issued and outstanding on ~~June~~September 30, 2021.

Common Stock Transactions During the ~~Six~~Nine Months Ended ~~June~~September 30, 2021

On January 6, 2021, the Company issued 3,505,964 shares of common stock at a price of $0.01224 per share pursuant to the conversion of $39,000 of principal and $3,913 of accrued interest in Eagle Equities Note 4.

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On January 14, 2021, the Company issued 4,319,378 shares of common stock at a price of $0.01266 per share pursuant to the conversion of $50,000 of principal and $4,683 of accrued interest in Eagle Equities Note 5.

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On January 28, 2021, the Company issued 7,285,062 shares of common stock at a price of $0.01575 per share pursuant to the conversion of $107,200 of principal and $7,540 of accrued interest in Eagle Equities Note 6.

On February 1, 2021, the Company issued 6,672,000 shares of common stock in a private placement (the “2021 Private Placement”) at a price of $0.25 per share for cash proceeds of $1,668,000.

On February 22, 2021, the Company issued 336,000 shares of common stock for the exercise of options at a price of $0.03 per share.

On March 11, 2021, the Company issued 600,000 shares of common stock to 4 officers of The Good Clinic in exchange for 4,800 shares of Series A Preferred Stock. The 4,800 shares of Series A Preferred Stock were cancelled.

On March 17, 2021, the Company issued 300,000 shares of common stock at a price of $0.31 per share to a service provider.

On March 23, 2021, the Company issued 461,358 shares of common stock at a price of $0.26 per share to the underwriters of the 2021 Private Placement.

On April 19, 2021, the Company issued 1,962 shares of common stock for professional fees which had been performed in a prior period. The Company recorded these shares at the par value of $0.01 per share.

On May 4 through May 26, 2021, the Company issued 4,237,424 shares of common stock for the conversion of 1,059,356 shares of Series C Preferred Stock at a price of $0.25 per share.

On May 12, 2021, the Company issued 2,500,000 shares of common stock at a price of $0.03 per share for the exercise of stock options by an investor.

On June 10 through June 29, 2021, the Company issued 5,116,668 shares of common stock at a price of $0.03 per share for the exercise of stock options by officers and directors.

On June 23, 2021, the Company cancelled 2,000,000 shares of common stock held by an ex-officer in connection with a settlement agreement. The cancellation of these shares was recorded at the par value of $0.01 per share. Also, in connection with the settlement agreement, the Company issued 637,953 shares to the ex-officer at the market price of $.20 per share.

Between August 11, 2021 and September 2, 2021 the Company issued 4,000,001 shares of the Company common stock in connection with the conversion of Series C preferred stock issued in the first quarter.

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Also, during the ~~six~~nine months ended ~~June~~September 30, 2021, the Company charged the amount of $7,897 to operations in connection with the vesting of stock granted to its officers and board members; the Company also charged the amount of $201,292 to operations in connection with the vesting of options granted to its officers and board ~~members.~~members

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Common Stock Transactions During the ~~Six~~Nine Months Ended ~~June~~September 30, 2020

During the ~~six~~nine months ended ~~June~~September 30, 2020, the Company issued 2,901,440 shares of common stock for the cashless exercise of warrants. These warrants were issued pursuant to 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 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.

Also, during the ~~six~~nine months ended ~~June~~September 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.

Also, during the ~~six~~nine months ending ~~June~~September 30, 2020, the Company issued 200,000 restricted shares of the Company’s common stock at valued $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.

Also, during the ~~six~~nine months ended ~~June~~September 30, 2020, the Company charged the amount of $53,050 to operations in connection with 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~~nine months ended ~~June~~September 30, 2020, the Company entered into agreements to issue 500,000 options to each of 4 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~~nine months ended ~~June~~September 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 1,000,000 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.

Also, during the nine months ended September 30, 2020, the Company issued 386,985 shares of common stock at a price of $0.034 per share to an ex-employee for accrued compensation. A gain in the amount of $6,988 was recognized on this transaction.

Preferred Stock

Series A Preferred Stock

Series A Preferred Stock Transactions During the ~~Six~~Nine Months Ended ~~June~~September 30, 2021

During the nine months ended September 30, 2021, the Company accrued dividends in the amount of $1,000 on the Series A Preferred Stock. On March 11, 2021, the Company issued 600,000 shares of common stock to the four officers of The Good Clinic in exchange for the previously issued Series A Preferred Stock and accrued dividends. The Series A preferred stock was canceled and there are no Series A Preferred shares outstanding at this time.

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Series A Preferred Stock Transactions During the Nine Months Ended September 30, 2020

On March 2, 2020, the Company issued 4,800 shares of its Series A Preferred Stock to 4 individuals with certain skills and know-how to assist the Company in the development of its newly formed subsidiary My Care, LLC. The Company had 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~~nine months ended ~~June~~September 30, 2020, the Company accrued dividends in the amount of $3,967 on the Series A Preferred Stock. On ~~June~~September 30, 2020, dividend payable on the Series A Preferred Stock was $3,967. On ~~June~~September 30, 2020, if management determined to pay these dividends in shares of the Company’s common stock, this would result in the issuance of 98,780 shares of common stock based upon the average price of $0.0402 per share for the five-day period ended ~~June~~September 30, 2020.

~~Series A Preferred Stock Transactions During the Six Months Ended June 30, 2021~~

During the six months ended June 30, 2021, the Company accrued dividends in the amount of $1,000 on the Series A Preferred Stock. On March 11, 2021, the Company issued 600,000 shares of common stock to the four officers of The Good Clinic in exchange for the previously issued Series A Preferred Stock and accrued dividends. The Series A preferred stock was canceled.

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Series C Preferred Stock

Series C Preferred Stock Transactions During the ~~Six~~Nine Months Ended ~~June~~September 30, 2021

On March 25, 2021, the Company entered into Securities Purchase Agreements (the “SPAs”) with four institutional investors (the “Investors” and each an “Investor”) pursuant to which the Company sold to the Investors in a private placement an aggregate of 3,000,000 units (the “Units” and each a “Unit”) with a purchase price of $1.00 per Unit, with each Unit consisting of (a) one share of a newly formed Series C Convertible Preferred Stock, par value $0.01 per share (the “Series C Preferred Stock”), (b) one warrant (the “Series A Warrants”) to purchase 2.1 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) at a purchase price of $0.50 per whole share of Common Stock, and (c) one warrant (the “Series B Warrants” and together with the Series A Warrants, the “Warrants”) to purchase 2.1 shares of Common Stock at a purchase price of $0.75 per whole share. The aggregate gross proceeds to the Company were $3,000,000 and the number of shares of Common Stock initially issuable upon conversion of the Series C Preferred Stock is 12,600,000 shares of Common stock and the aggregate number of shares of Common Stock initially issuable upon exercise of the Warrants is 12,600,000 shares of Common Stock.

On May 4 through May 26, 2021, 1,059,356 shares of Series C Preferred Stock were converted at a price of $0.25 per share to 4,237,424 shares of common stock. During the ~~six~~nine months ended ~~June~~September 30, 2021, the Company accrued dividends on the Series C Preferred Stock in the amount of $42,078.

On August 11, 2021 through September 2, 2021, 1,000,000 shares of Series C Preferred Stock were converted at a price of $0.25 per share to 4,000,001 shares of common stock.

During the nine months ended September 30, 2021, the Company accrued dividends on the Series C Preferred Stock in the amount of $67,370.

Series C Preferred Stock Transactions During the ~~Six~~Nine Months ~~Ended June~~ended September 30, 2020

None.

Series X Preferred Stock

The Series X Preferred Stock has a par value of $0.01 per share, no stated maturity, a liquidation preference of $25.00 per share, and will not be subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless the Company decides to redeem or otherwise repurchase the Series X Preferred Stock; the Series X Preferred Stock is not redeemable prior to November 4, 2020. The Series X Preferred Stock will rank senior to all classes of the Company’s common and preferred stock and accrues dividends at the rate of 10% on $25.00 per share. The Company reserves the right to pay the dividends in shares of the Company’s common stock at a price equal to the average closing price over the five days prior to the date of the dividend declaration. Each one share of the Series X Preferred Stock is entitled to 20,000 votes on all matters submitted to a vote of our shareholders.

~~For~~Series X Preferred Stock Transactions During the ~~six months ended June~~Nine Months Ended September 30, ~~2021:~~2021

During the ~~six~~nine months ended ~~June 30, 2021, the Company received for retirement 2,000 shares of Series X Preferred Stock pursuant to a settlement agreement. Also, during the six months ended June~~September 30, 2021, the Company accrued dividends on its Series X Preferred Stock in the total amount of ~~$31,536.~~$46,677. Of this amount, a total of ~~$4,000~~$6,000 was payable to officers and directors, ~~$15,630~~$23,444 was payable to a related party shareholder, and ~~$11,906~~$17,233 was payable to non-related parties.

Series X Preferred Stock Transactions During the Nine Months Ended September 30, 2020

None.

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Stock Options

The following table summarizes the options outstanding on ~~June~~September 30, 2021, and the related prices for the options to purchase shares of the Company’s common stock:

Weighted

average

Weighted

average

exercise

average

exercise

Range of

Number of

remaining

price of

Number of

price of

Number of

remaining

price of

Number of

price of

exercise

options

contractual

outstanding

options

exercisable

options

contractual

outstanding

options

exercisable

Prices

outstanding

life (years)

options

exercisable

options

outstanding

life (years)

options

exercisable

options

$0.03-$0.39

11,696,211

9.37

0.16

7,945,000

0.03

18,386,211

9.32

0.20

5,052,000

0.10

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Transactions involving stock options are summarized as follows:

	Shares			Weighted- Average Exercise Price ($)		Shares			Weighted- Average Exercise Price ($)
Outstanding on December 31, 2020		13,453,879		$	0.03		13,453,879		$	0.03
Granted		6,195,000			0.24		13,585,000			0.27
Exercised		(7,952,668	)		0.03		(8,652,668	)		0.03
Outstanding on June 30, 2021		11,696,211		$	0.16
Outstanding on September 30, 2021							18,386,211		$	0.20

Aggregate intrinsic value of options outstanding and exercisable on ~~June~~September 30, 2021, and 2020 was ~~$929,550~~$789,500 and $0, respectively. Aggregate intrinsic value represents the difference between the Company’s closing stock price on the last trading day of the fiscal period, which was $0.28 and $0.04 as of ~~June~~September 30, 2021, and 2020, respectively, and the exercise price multiplied by the number of options outstanding and exercisable.

On ~~June~~September 30, 2021, the total stock-based compensation cost related to unvested awards not yet recognized was $1,205,961.

The Black-Scholes option pricing model is used to estimate the fair value of stock options granted under the Company’s share-based compensation plans. The weighted average assumptions used in calculating the fair values of stock options as of ~~June~~September 30, 2021, was as follows:

June 30,

2021

Volatility
167.8% to 183.5 %
Dividends
$ 0
Risk-free interest rates
0.82 % to 1.69 %
Term (years)
5.00 to 10.00

	September 30,
	2021
Volatility		161.0% to 183.5	%
Dividends	$	-
Risk-free interest rates		0.82 % to 1.69	%
Term (years)		5.00 to 10.00

Warrants

The following table summarizes the warrants outstanding on ~~June~~September 30, 2021, and the related prices for the warrants to purchase shares of the Company’s common stock:

	Shares		Weighted- Average Exercise Price ($)		Shares		Weighted- Average Exercise Price ($)

Outstanding on December 31, 2020		-	$	-		-	$	-
Granted		12,600,000	$	0.63		12,600,000	$	0.63
Exercised		-	$	-		-	$	-
Outstanding on June 30, 2021		12,600,000	$	0.63
Outstanding on September 30, 2021						12,600,000	$	0.63

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Note 10 – Fair Value of Financial Instruments

The following summarizes the Company’s derivative financial liabilities that are recorded at fair value on a recurring basis on ~~June~~September 30, 2021, and December 31, 2020.

June 30, 2021

Level 1

Level 2

Level 3

Total

Liabilities

Derivative liabilities
$ 0 $ 0 $ 0 $ 0

Fair value measured at September 30, 2021

Quoted prices in active

Significant other

Significant

markets

observable inputs

unobservable inputs

Fair value at

(Level 1)

(Level 2)

(Level 3)

September 30, 2021

Derivative liability

December 31, 2020

Level 1

Level 2

Level 3

Total

Liabilities

Derivative liabilities
$ 0 $ 0 $ 807,682 $ 807,682

Fair value measured at December 31, 2020

Quoted prices in active

Significant other

Significant

markets

observable inputs

unobservable inputs

Fair value at

(Level 1)

(Level 2)

(Level 3)

December 31, 2020

Derivative liability

807,682

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Note 11 – Commitments and Contingencies

Legal

There is no pending or anticipated legal actions at this ~~time except as noted below in “Other”.~~time.

PPP Loan

During March 2020, in response to the COVID-19 crisis, the federal government announced plans to offer loans to small businesses in various forms, including the Payroll Protection Program, or "PPP", established as part of the Corona Virus Aid, Relief and Economic Security Act (“CARES Act”) and administered by the U.S. Small Business Administration. On ~~May 4,~~April 25, 2020, ~~we received~~the Company entered an unsecured Promissory Note (the “Note”) with Bank of America for a loan in the original principal amount of $460,406 from the United States Small Business Administration under the Payroll Protection Program. Subsequent to June 30, 2020, we determined that errors had been made in the application submitted to obtain the loan. On July 21, 2020, Bank of America notifiedapproximately $460,000, and the Company ~~in writing that it should not have~~ received ~~$440,000~~the full amount of the loan proceeds ~~representing an amount~~on May 4, 2020. The current balance is $460,406 and the Company is currently in discussions for a) a partial forgiveness and b) the ~~refinancing~~conversion of ~~an Economic Injury Disaster Loan which we did receive. Bank of America has requested that we remit such funds back to Bank of America. We are presently attempting to negotiate repayment or~~any remaining balance into a ~~restructure of the loan. If we are not successful in negotiating repayment terms, it could have a material adverse effect on our financial condition.~~term note.

Note 12 -- Subsequent Events

~~Smith Matter~~

~~During management's review~~Subsequent to September 30, 2021, the Company initiated a bridge financing round ahead of its anticipated-up listing to a national exchange. The Company intends to raise between 5 and 6 million dollars of a series D preferred stock sold to investors in a private placement. Each series D unit will have a purchase price of $1.00 per Unit, with each Unit consisting of (a) one share of a newly formed Series D Convertible Preferred Stock, par value $0.01 per share (the “Series D Preferred Stock”), (b) one warrant (the “Series A Warrants”) to purchase 2.1 shares of the Company’s ~~recent PPP loan application after the loan had been disbursed to the Company, it was determined that the information provided by Ms. Julie R. Smith, the Company’s former President~~common stock, par value $0.01 per share (the “Common Stock”) at a purchase price of $0.50 per whole share of Common Stock, and ~~COO, was not representative of the Company’s situation. After consulting with legal counsel, the Board of Directors voted to remove Ms. Smith from its Board of Directors,~~(c) one warrant (the “Series B Warrants” and ~~all other capacities due to the misstatements she made in the loan application. Subsequent to that decision, effective July 1, 2020, Ms. Smith submitted a resignation from all positions~~together with the ~~Company, which was accepted by~~Series A Warrants, the ~~Board and management. Ms. Smith subsequently retained counsel and has indicated her intent~~“Warrants”) to ~~file an administrative charge~~purchase 2.1 shares of ~~discrimination in Colorado under certain provisions~~Common Stock at a purchase price of ~~the anti-discrimination laws of that state.~~

~~On August 18, 2020, the Company received formal notice that a complaint has been filed with the Colorado Civil Rights Division by Ms. Smith naming the Company as the Respondent.~~$0.75 per whole share. As of the date of this filing this filing the Company has been advised that the Colorado Civil Rights Division has dismissed this matter effective March 1, 2021. Ms. Smith requested a “Right-to-Sue” letter, which she received, giving her a right to sue in District Court for 90 days from the date of the dismissed action.

~~On June 23, 2021, the Company and the former President and COO reached a confidential settlement and release agreement releasing both parties of any future claims.~~

~~Terra Nova Matter~~

On May 4, 2021, we were served with a Statement of Nature of Dispute, Claims and Issues to be Arbitrated in which Claimant Terra Nova makes claims related to alleged breach of an agreement between the Parties dated August 17, 2020. Terra Nova claims damages in the amount of $385,000. Although we intend to vigorously defend against the claims, there can be no assurance that we will be successful.closed on $3,100,000.

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

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

We are working to open primary care clinics around the US that are in residential centers and leverage the expertise, training, and license of Nurse Practitioners. We are focusing on wellness as a core of the practice. Mitesco’s miss ion is to increase convenience and access to care, improve the quality of care, and reduce its cost. Technology is a key part to our approach to deliver on these three goals. We recognize the essential nature of the clinician client relationship and its importance to achieving these superior outcomes. Our view is that technology must enhance these human interactions, not operate independently. As such, we are seeking innovative technologies that enable both consumers and clinicians to achieve more convenient and better outcomes with greater efficiency.

We ~~have~~ opened our flagship primary care clinic “The Good Clinic” in Northeast Minneapolis, ~~Minnesota.~~Minnesota in February 2021, and have added two additional operating clinics as of the date of this filing. We announced leases for four (4) plan ~~to open an~~ additional ~~four to five~~ clinics in the Twin Cities area of Minnesota and ~~then continue expansion of~~ two ~~to three~~(2) new clinics in the greater Denver, Colorado ~~area, before the end~~area. These new locations are expected to open in Q4 of ~~2021.~~2021 and Q1 of 2022. We plan to open clinics in residential concentrations of population to enhance the convenience, especially timely due to the changes in community travel patterns resulting from the pandemic. Our clinicians use both telehealth (virtual) and in-person visits to treat and coach the clients along their journey to better health and quality of life. Our clinics are led by Nurse Practitioners that use their license, extensive training, expertise, and empathy to help people remain stable or improve their health. We emphasize wellness, beginning with a clients’ co-developed plan that identifies from where a person is starting and constructs a plan for how they can achieve their goals. The practice uses an integrated health approach that includes an assessment of both the individual’s behavioral and physical health and combines this with their activation level and their goals. The clinic offers wellness coaching, behavioral health care, episodic care, dermatologic services, and supplements. We seek to care for the whole person’s needs.

Like the first clinic, we seek to locate clinics convenient to residential centers. In pursuit of this approach, we intend to continue to expand our relationship with Lennar Corporation and other large scale developers. Already, our clinic is being viewed as an amenity for the high-rise development in which we are located. We plan to mirror this approach within the two Lennar locations with which we have signed letters of intent to build clinics in these residential developments in Denver. We may also seek to grow through the acquisition of existing clinic operations which would be converted into our operating ~~approach~~approach.

Additionally, we have implemented a corporate structure that we believe allows us to expand into international markets. We have a wholly owned subsidiary in Dublin, Ireland, Acelerar Healthcare Holdings, Ltd. We intend to use this 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, several technology businesses based there may become our targets for acquisition at attractive valuations. We believe that these businesses may benefit from the larger markets found in North America and elsewhere in the world.

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 to trade there. We believe this avenue may increase both the size and liquidity of the shareholder base.

Results of Operations

The following period-to-period comparisons of our financial results are not necessarily indicative of results for the current period of any future periods. Further, as a result of any acquisitions of other businesses, and any additional pharmacy acquisitions or other such transactions we may pursue, we may experience large expenditures specific to the transactions that are not incident to our operations.

Comparison of the Three ~~months and Six months ended June~~Months Ended September 30, 2021 and 2020

Revenue

The Company recognized revenue of approximately ~~$8,200~~$13,500 for the three months ended ~~June~~September 30, 2021, compared to $0 for the three months ended ~~June~~September 30, 2020. The increase in revenue is the result of the opening of The Good Clinic’s first location. For the six months ended June 30, 2021, the Company recognized $11,200 of revenue compared to $0 for the six months end June 30, 2020. The Increase is the result of opening The Good Clinic’s firstthree location.

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Cost of Sales

The Company incurred approximately ~~$3,600~~$2,500 of cost of goods sold for the three months ended ~~June~~September 30, 2021, compared to $0 for the three months ended ~~June~~September 30, 2020. The increase in cost of goods sold is the result of the opening of The Good Clinic’s first location. The Company incurred approximately $5,300 of cost of goods sold for the six months ended June 30, 2021, compared to $0 for the six months ended June 30, 2020. The increase in cost of goods sold is the result of the opening of The Good Clinic’s firstthird location.

Gross Profit

Our gross profit was approximately ~~$4,600~~$11,000 for the three months ended ~~June~~September 30, 2021, compared to $0 for the three months ended ~~June 30, 2020. Our gross profit was approximately $5,900 for the six months ended June 30, 2021, compared to $0 for the six months ended June~~September 30, 2020.

Operating Expenses

Our total operating expenses for the three months ended ~~June~~September 30, 2021, were approximately ~~$1,403,200.~~$1,780,000. For the comparable period in 2020, the operating expenses were approximately ~~$625,800. Our total operating expenses for the six months ended June 30, 2021, were $2,356,100 compared to $1,122,300 for the six months ended June 30, 2020~~$608,000.

Operating expenses for the three months ended ~~June~~September 30, 2021, were comprised primarily of ~~$357,300~~$581,000 payroll and payroll taxes; ~~$327,200~~$202,000 of non-cash compensation, ~~$225,000~~$313,000 in legal and professional fees; ~~$149,000~~$143,000 in marketing; ~~$157,000~~$423,000 in other operation costs ~~$130,000 in consulting fees. Operating Expense for the six months ended June 30, 2021, were comprised primarily of $474,900 payroll~~ and ~~payroll taxes; $337,100 of non-cash compensation, $606,700 in legal and professional fees; $301,000 in marketing; $369,500 in other operation costs $266,900~~$147,000 in consulting fees.

Operating expenses for the three months ended ~~June~~September 30, 2020 was $608,000. Operating expenses for the three months ended September 30, 2020 were comprised primarily of $201,000 in payroll, including $40,000 in non-cash compensation; $130,000 in legal and professional fees and $120,000 in consulting fees, $110,000 in marketing and public relations, $24,000 in board fees and $14,000 in insurance costs. Operating expenses for the six months ended June 30, 2020, were composed primarily of $465,000$183,000 in payroll and payroll taxes, including ~~$160,000~~$99,000 in non-cash compensation; ~~$219,000~~$139,000 in legal and professional fees; ~~$186,000~~$123,000 in consulting fees, ~~$45,000~~$40,000 in board of director fees; ~~$128,000~~$81,000 in marketing and public relations; $31,000 in office and ~~$32,000~~facilities costs; and $10,000 in insurance costs.

Other Income and Expenses

Interest expense was approximately ~~$1,000~~$0 for the three months ended ~~June~~September 30, 2021, compared to approximately ~~$397,000~~$537,000 for the ~~six~~nine months ended ~~June~~September 30, 2020.

During the three months ended ~~June 30, 2021, we recorded a loss on a legal settlement of $70,000. There was not an equivalent gain or loss in the comparable prior period.~~

~~During the three months ended June~~September 30, 2021, the Company declared Preferred Stock dividends of approximately ~~15,000~~$40,000 compared to approximately $19,000 for the three months ended ~~June~~September 30, 2020.

For the three months ended ~~June~~September 30, 2021, we had a net loss available to common shareholders of approximately ~~$1,485,000~~$1,810,000 or a net loss per share, basic and diluted of ($0.01) compared to a net loss available to common shareholders of approximately ~~$783,000,~~$1,056,000, or a net loss per share, basic and diluted of ($0.01), for the three months ended ~~June~~September 30, 2020.

Comparison of the Nine Months Ended September 30, 2021 and 2020

Revenue

During the nine months ended September 30, 2021, the Company recognized $25,000 of revenue compared to $0 for the nine months end September 30, 2020. The Increase is the result of opening The Good Clinic’s three location.

Cost of Sales

The Company incurred approximately $8,000 of cost of goods sold for the nine months ended September 30, 2021, compared to $0 for the nine months ended September 30, 2020. The increase in cost of goods sold is the result of the opening of The Good Clinic’s three location.

Gross Profit

Our gross profit was approximately $17,000 for the nine months ended September 30, 2021, compared to $0 for the nine months ended September 30, 2020.

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Operating Expenses

Our total operating expenses for the nine months ended September 30, 2021, were $4,137,000 compared to $1,730,000 for the nine months ended September 30, 2020

Operating Expense for the nine months ended September 30, 2021, were comprised primarily of $1,056,000 payroll and payroll taxes; $539,000 of non-cash compensation, $920,000 in legal and professional fees; $445,000 in marketing; $764,000 in other operation costs $413,000 in consulting fees.

Our total operating expenses for the nine months ended September 30, 2020 were $1,730,000. Operating expenses for the nine months ended September 30, 2020 were composed primarily of $648,000 in payroll and payroll taxes, including $259,000 in non-cash compensation; $373,000 in legal and professional fees; $309,000 in consulting fees, $85,000 in board of director and advisory board fees; $218,000 in marketing and public relations; $42,000 in insurance costs; $40,000 in office and facilities costs; and $15,000 in travel costs.

Other Income and Expenses

Interest expense was approximately $966,000 for the ~~six~~nine months ended ~~June~~September 30, 2021, compared to approximately ~~$587,000~~$1,124,000 for the ~~six~~nine months ended ~~June~~September 30, 2020.

During the ~~six~~nine months ended ~~June~~September 30, 2021, we recorded a gain on settlement of accounts payable of approximately $6,000, compared to a gain on settlement of accounts payable in the amount of ~~$349,000~~$397,000 in the prior period.

During the ~~six~~nine months ended ~~June~~September 30, 2020, we recorded a gain on the settlement of notes payable of approximately $1,800. There was not an equivalent gain or loss in the comparable prior period.

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During the ~~six~~nine months ended ~~June~~September 30, 2021, the Company declared Preferred Stock dividends of approximately ~~367,000~~$115,000 compared to approximately ~~$37,000~~$56,000 for the ~~six~~nine months ended ~~June~~September 30, 2020.

During the nine months ended September 30, 2021, we recorded a loss on a legal settlement of $70,000. There was not an equivalent gain or loss in the comparable prior period.

For the ~~six~~nine months ended ~~June~~September 30, 2021, we had a net loss available to common shareholders of approximately ~~$4,240,000,~~$6,089,000, or a net loss per share, basic and diluted of ($~~0.02)~~0.03) compared to a net loss available to common shareholders of approximately ~~$948,000,~~$2,004,000, or a net loss per share, basic and diluted of ($~~0.01)~~0.02), for the ~~six~~nine months ended ~~June~~September 30, 2020.

Liquidity and Capital Resources

To date, we have not generated sufficient revenue from operations to support our operations. We have financed our operations through the sale of equity securities and short-term borrowings. As of ~~June~~September 30, 2021, we had cash of approximately ~~$1,686,000~~$442,000 compared to cash of approximately $65,000 as of December 31, 2020.

Net cash used in operating activities was approximately ~~$2,134,000~~$1,625,000 for the ~~six~~nine months ended ~~June~~September 30, 2021. This is the result of our business development efforts pertaining to the start-up of the first ~~clinic.~~three clinics. Cash used in operations for the ~~six~~nine months ended ~~June~~September 30, 2020, was approximately ~~$826,000.~~$1,192,000.

Net cash used in investing activities was approximately ~~$495,000~~$2,300,000 for the ~~six~~nine months ended ~~June~~September 30, 2021. The amounts relate to the purchase of fixed assets and leasehold improvement on our first clinic. No cash was used for investing activities for the ~~six~~nine months ended ~~June~~September 30, 2020.

Net cash provided by financing activities for the ~~six~~nine months ended ~~June~~September 30, 2021, was approximately ~~$4,250,000,~~$4,302,000, consisting of proceeds from a private placement offering of common stock of $1,668,000 and $2,760,000 from the sale of Series C Preferred Stock and warrants. Partially offsetting the proceeds was approximately $178,000 of payment on notes payable. Net cash provided by financing activities for the ~~six~~nine months ended ~~June~~September 30, 2020, was approximately ~~$760,000~~$1,210,000 consisting of approximately ~~$931,000~~$1,381,000 of proceeds from notes payable offset by payments on notes payable of approximately $171,000.

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ITEM3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES.

(a) Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based on such evaluation, the Company’s management has identified what it believes are material weaknesses in the Company’s disclosure controls and procedures and concluded that we did not have effective disclosure controls and procedures.

The deficiencies in our disclosure controls and procedures included (i) lack of segregation of duties and (ii) lack of sufficient resources to ensure that information required to be disclosed by the Company in the reports that the Company files or submits to the SEC are recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms, and (iii) lack of formal Control procedures related to the approval of related party transactions.

The Company intends to take corrective action to ensure that information required to be disclosed by the Company pursuant to the reports that the Company files or submits to the SEC is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during our ~~second~~third quarter ended ~~June~~September 30, 2021, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART IIII. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

PPP Loan

During March 2020, in response to the COVID-19 crisis, the federal government announced plans to offer loans to small businesses in various forms, including the Payroll Protection Program, or "PPP", established as part of the Corona Virus Aid, Relief and Economic Security Act (“CARES Act”) and administered by the U.S. Small Business Administration. On ~~May 4,~~April 25, 2020, ~~we received~~the Company entered an unsecured Promissory Note (the “Note”) with Bank of America for a loan in the original principal amount of $460,406 from the United States Small Business Administration under the Payroll Protection Program. Subsequent to June 30, 2020, we determined that errors had been made in the application submitted to obtain the loan. On July 21, 2020, Bank of America notifiedapproximately $460,000, and the Company ~~in writing that it should not have~~ received ~~$440,000~~the full amount of the loan proceeds representing an amount for the refinancing of an Economic Injury Disaster Loan which we did receive. Bank of America has requested that we remit such funds back to Bank of America. We are presently attempting to negotiate repayment of the loan. If we are not successful in negotiating repayment terms, it could have a material adverse effect on ~~our financial condition.~~

~~Smith Matter~~

~~During management's review of the Company’s recent PPP loan application after the loan had been disbursed to~~May 4, 2020. The current balance is $460,406 and the Company ~~it was determined that~~is currently in discussions for a) a partial forgiveness and b) the information provided by Ms. Julie R. Smith, the Company’s former President and COO, was not representative of the Company’s situation. After consulting with legal counsel, the Board of Directors voted to remove Ms. Smith from its Board of Directors, and all other capacities due to the misstatements she made in the loan application. Subsequent to that decision, effective July 1, 2020, Ms. Smith submitted a resignation from all positions with the Company, which was accepted by the Board and management. Ms. Smith subsequently retained counsel and indicated her intent to file an administrative charge of discrimination in Colorado under certain provisions of the anti-discrimination laws of that state.

On August 18, 2020, the Company received formal notice that a complaint has been filed with the Colorado Civil Rights Division by Ms. Smith naming the Company as the Respondent. As of the date of this filing, we have been advised that the Colorado Civil Rights Division has dismissed this matter effective March 1, 2021. Ms. Smith requested a “Right-to-Sue” letter, which she received, giving her a right to sue in District Court for 90 days from the date of the dismissed action. On June 23, 2021, the Company and the former President and COO reached a confidential settlement and release agreement releasing both partiesconversion of any future claims which included the cancellation of certain previously issued shares and stock options. The impact of this settlement is reflected in the Company’s financial statements as of June 30, 2021.

~~Terra Nova Matter~~

~~On May 4, 2021, Mitesco, Inc. was served with~~remaining balance into a Statement of Nature of Dispute, Claims and Issues to be Arbitrated in which Claimant Terra Nova Capital Equities, Inc. (Terranova) makes claims related to alleged breach of an agreement between the Parties dated August 17, 2020. Terra Nova claims damages in the amount of $385,000.

On June 3, 2021, the Company and Terra Nova Capital Equities, Inc. reached a settlement agreement in the amount of $70,000 with half being paid on the signing of the agreement and the remaining 50 percent being paid in equal installments on September 30, 2021, and December 31, 2021term note.

ITEM 1A. RISK FACTORS

Special Notice Regarding the Worldwide Covid-19 Crisis

The world economy is facing significant uncertainties as a result of the worldwide COVID-19 crisis. While we are a small company and have a limited workforce, it is likely we will face increased risk in the case that our financing needs are delayed; our acquisition targets face liquidity issues; or if our professional relationships are challenged from limited staff availability or access. We cannot predict with any certainty whether and to what degree the disruption caused by the COVID-19 pandemic and reactions thereto will continue and expect to face difficulty in developing our business and building our planned clinics. It is not possible for us to accurately predict the duration or magnitude of the adverse results of the outbreak and its effects on our business, results of operations or financial condition at this time, but such effects may be material. The COVID-19 pandemic may also have the effect of heightening many of the other risks identified elsewhere in this section.

~~Table of Contents~~

Investing in our common stock involves a high degree of risk You should carefully consider the following risks, together with all the other information in this Quarterly Report on Form 10-Q, including our condensed consolidated financial statements and notes thereto. If any of the following risks materializes, our operating results, financial condition and liquidity could be materially adversely affected. As a result, the trading price of our common stock could decline, and you could lose part or all your investment. The following information updates, and should be read in conjunction with, the information disclosed in Part I, Item1A, “Risk Factors,” contained in our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission on March 25, 2021 . Except as disclosed below, there have been no material changes from the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission on March 25, 2021. If any of the following risks materializes, our operating results, financial condition and liquidity could be materially adversely

There is substantial doubt about our ability to continue as a going concern as a result of our limited operating history, history of losses and financial resources, and if we are unable to generate significant revenue or secure financing, we may be required to cease or curtail our operations.

We have a long history of losses and incurred net losses of approximately $2.9 million and $3.9 million for the years ended December 31, 2020, and 2019, respectively and net losses of approximately ~~$3.9~~$5.6 million and ~~$0.9~~$2.0 million for the ~~six~~nine months ended ~~June~~September 30, 2021, and 2020, respectively. We have nominal revenues from our operations. The Report of our Independent Registered Public Accounting Firm issued in connection with our audited financial statements for the calendar year ended December 31, 2020, expressed substantial doubt about our ability to continue as a going concern, due to the fact that we have recurring operating losses and our lack of liquidity and working capital. The Company’s continuance is dependent on raising capital and generating revenues sufficient to sustain operations. We have not generated revenues from our present business plan. If we generate revenue more slowly than we anticipate, or if our operating expenses are higher than we expect, we may not be able to pay our operating expenses or achieve profitability and our financial condition could suffer. Whether we can achieve cash flow levels sufficient to support our operations cannot be accurately predicted. Unless such cash flow levels are achieved, we will need to borrow additional funds or sell debt or equity securities, or some combination thereof, to obtain funding for our operations. Such additional funding may not be available on commercially reasonable terms, or at all. As of the ~~six~~nine months ended ~~June~~September 30, 2021, we have only generated revenues of ~~$11,200.~~$25,000.

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The issuance of additional shares of our common stock, convertible notes, convertible Preferred Stock, and other convertible securities may dilute the percentage ownership of the then-existing stockholders and may make it more difficult to raise additional equity capital.

As of ~~June~~September 30, 2021, there are outstanding options and warrants to purchase ~~11,696,211and~~18,386,211and 12,600,000 shares of common stock, respectively. In addition, we have outstanding Series C Preferred Stock that converts into ~~8,150,705~~8,237,425 shares of common stock, and dividends on Preferred Stock is convertible into an additional ~~376,803~~494,883 shares of common stock. The exercise of such options and warrants and conversion of convertible securities would dilute the then-existing stockholders’ percentage ownership of our stock, and any sales in the public market of common stock underlying such securities could adversely affect prevailing market prices for the common stock. Moreover, the terms upon which we would be able to obtain additional equity capital could be adversely affected because the holders of our options and warrants can be expected to exercise them at a time when we would, likely, be able to obtain any needed capital on terms more favorable to us than those provided by such securities.

We may become involved in legal proceedings that could have a material adverse impact on our business, results of operations and financial condition.

By operating in the health care industry, we will face an inherent business risk of exposure to personal injury claims. We plan to obtain liability insurance in the future; however, we do not have liability insurance coverage to protect us from such claims. A successful personally liability claim, or series of claims brought against us, more than our insurance coverage, would negatively impact our financial condition.

From time to time and in the ordinary course of our business, we and certain of our subsidiaries may become involved in various legal proceedings and claims, including for example, employment disputes and litigation; client disputes and litigation alleging solution and implementation defects, personal injury, intellectual property infringement, violations of law and breaches of contract and warranties; and other third party disputes and litigation alleging personal injury, intellectual property infringement, violations of law, and breaches of contracts and warranties.

~~Table of Contents~~

PPP 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 disbursed under the Note. The Company investigated the terms of the application and discovered its former President had erroneously represented it was refinancing an Economic Injury Disaster Loan when no such loan had been received. Bank of America has requested that the Company remit the funds received back to Bank of America. The Company is attempting to negotiate a payment plan with Bank of America plan. If we are not successful in negotiating repayment terms, it could have a material adverse effect on our financial condition.

~~Smith Matter~~

During management's review of the Company’s recent PPP loan application after the loan had been disbursed to the Company, it was determined that the information provided by Ms. Julie R. Smith, the Company’s former President and COO, was not accurate. After consulting with legal counsel, the Board of Directors voted to remove Ms. Smith from its Board of Directors, and all other capacities due to the misstatements she made in the loan application. Subsequent to that decision, effective July 1, 2020, Ms. Smith submitted a resignation from all positions with the Company, which was accepted by the Board and management. Ms. Smith subsequently retained counsel and has indicated her intent to file an administrative charge of discrimination in Colorado under certain provisions of the anti-discrimination laws of that state. On August 18, 2020, the Company received formal notice that a complaint has been filed with the Colorado Civil Rights Division by Ms. Smith naming the Company as the Respondent. The Company believes the claims are frivolous and intends to vigorously defend against the allegations. As of the date of this filing the Company has been advised that the Colorado Civil Rights Division has dismissed this matter effective March 1, 2021. Ms. Smith requested a “Right-to-Sue” letter, which she received, giving her a right to sue in District Court for 90 days from the date of the dismissed action.

~~Terra Nova Matter~~

All such legal proceedings are inherently unpredictable and, regardless of the merits of the claims, litigation may be expensive, time-consuming, and disruptive to our operations and distracting to management. If resolved against us, such legal proceedings could result in excessive verdicts, injunctive relief or other equitable relief that may affect how we operate our business. Similarly, if we settle such legal proceedings, it may affect how we operate our business. Future court decisions, alternative dispute resolution awards, business expansion or legislative activity may increase our exposure to litigation and regulatory investigations. In some cases, substantial non-economic remedies or punitive damages may be sought. Although we maintain liability insurance coverage, there can be no assurance that such coverage will cover any verdict, judgment or settlement that may be entered against us, that such coverage will prove to be adequate or that such coverage will continue to remain available on acceptable terms, if at all. If we incur liability that exceeds our insurance coverage or that is not within the scope of the coverage in legal proceedings brought against us, it could have a material adverse effect on our business, results of operations and financial condition.

~~Table of Contents~~

The terms of our outstanding Series C Preferred Stock may limit our ability to raise additional equity capital or pursue acquisitions, which may impact funding of our ongoing operations and cause significant dilution to existing stockholders.

On March 25, 2021, we entered into Securities Purchase Agreements with four institutional pursuant to which the Company sold to the Investors in a private placement an aggregate of 3,000,000 units (the “Units” and each a “Unit”) with a purchase price of $1.00 per Unit, with each Unit consisting of (a) one share of a newly formed Series C Convertible Preferred Stock, par value $0.01 per share (the “Series C Preferred Stock”), (b) one warrant (the “Series A Warrants”) to purchase 2.1 shares of the Company’s common stock, at a purchase price of $0.50 per whole share of common stock, and (c) one warrant (the “Series B Warrants”) to purchase 2.1 shares of common stock at a purchase price of $0.75 per whole share. The aggregate gross proceeds to the Company were $3,000,000 and the number of shares of Common Stock initially issuable upon conversion of the Series C Preferred Stock is 12,600,000 shares of Common stock and the aggregate number of shares of common stock initially issuable upon exercise of the warrants is 12,600,000 shares of Common Stock.

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Holders of the Series C Preferred Stock were provided price protections for the $0.25 conversion price (the “Conversion Price”), pursuant to which, in the event the company issues or sells any securities, including options or convertible securities, or amends outstanding securities, at an effective price, with an exercise price or at a conversion price less than the Conversion Price, then the Conversion Price shall be reduced to such lower price, which shall not apply to any Exempt Issuance (as defined in the Certificate of Designations of the Series C Preferred Stock (the “COD”)). Further, holders of the Series C Preferred Stock shall have the right to participate in any offering by the Company of its Common Stock or Common Stock Equivalents in a transaction exempt from registration under the Securities Act of 1933, as amended, in an amount equal to an aggregate of 30% of the financing on the same terms, conditions and price provided to investors in such an offering, such right shall expire on the 15 month anniversary of the issuance date of the Series C Preferred Stock by the Company and shall not apply to any Exempt Issuance or a public offering.

ITEM 2. SALE OF UNREGISTERED SECURITIES

During the ~~six~~nine months ended ~~June~~September 30, 2021, we offered and sold securities below.

On January 4, 2021, we issued 4,123,750 shares of common stock at a price of $0.012 per share pursuant to the conversion of $45,000 of principal and $4,485 of accrued interest in Eagle Equities Note 4.

On January 6, 2021, we issued 3,505,964 shares of common stock at a price of $0.01224 per share pursuant to the conversion of $39,000 of principal and $3,913 of accrued interest in Eagle Equities Note 4.

On January 11, 2021, we issued 4,463,507 shares of common stock at a price of $0.01224 per share pursuant to the conversion of $50,000 of principal and $4,633 of accrued interest in Eagle Equities Note 5.

On January 14, 2021, we issued 4,319,378 shares of common stock at a price of $0.01266 per share pursuant to the conversion of $50,000 of principal and $4,683 of accrued interest in Eagle Equities Note 5.

On January 21, 2021, we issued 6,449,610 shares of common stock at a price of $0.0154 per share pursuant to the conversion of $93,000 of principal and $6,324 of accrued interest in Eagle Equities Note 6.

On January 28, 2021, we issued 7,285,062 shares of common stock at a price of $0.01575 per share pursuant to the conversion of $107,200 of principal and $7,540 of accrued interest in Eagle Equities Note 6.

On February 1, 2021, we issued 6,672,000 shares of common stock in a private placement (the “2021 Private Placement”) at a price of $0.25 per share for cash proceeds of $1,668,000.

On February 5, 2021, we entered into a settlement agreement with the holders of the Eagle Equities Note 7 whereby we issued 1,184,148 shares of common stock at a price of $0.24984 per share in satisfaction of $200,200 of principal and all accrued interest and prepayment penalties due under this note.

On February 5, 2021, we entered into a settlement agreement with the holders of the Eagle Equities Note 8 whereby we issued 639,593 shares of common stock at a price of $0.23851 per share in satisfaction of $114,400 of principal and all accrued interest and prepayment penalties due under this note.

~~Table of Contents~~

On February 5, 2021, we entered into a settlement agreement with the holders of the Eagle Equities Note 10 whereby we issued 1,095,131 shares of common stock at a price of $0.23748 per share in satisfaction of $200,200 of principal and all accrued interest and prepayment penalties due under this note.

On February 22, 2021, we issued 336,000 shares of common stock for the exercise of options at a price of $0.03 per share.

On March 11, 2021, was issued 600,000 shares of common stock to four officers of The Good Clinic in exchange for 4,800 shares of Series A Preferred Stock.

On March 17, 2021, we issued 300,000 shares of common stock at a price of $0.31 per share to a service provider.

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On March 23, 2021, we issued 461,358 shares of common stock at a price of $0.26 per share to the underwriters of the 2021 Private Placement.

On March 25, 2021, we entered into Securities Purchase Agreements (the “SPAs”) with four institutional investors (the “Investors” and each an “Investor”) pursuant to which we sold to the Investors in a private placement an aggregate of 3,000,000 units (the “Units” and each a “Unit”) with a purchase price of $1.00 per Unit, with each Unit consisting of (a) one share of a newly formed Series C Convertible Preferred Stock, par value $0.01 per share (the “Series C Preferred Stock”), (b) one warrant (the “Series A Warrants”) to purchase 2.1 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) at a purchase price of $0.50 per whole share of Common Stock, and (c) one warrant (the “Series B Warrants” and together with the Series A Warrants, the “Warrants”) to purchase 2.1 shares of Common Stock at a purchase price of $0.75 per whole share. The aggregate gross proceeds to the Company were $3,000,000 and the number of shares of Common Stock initially issuable upon conversion of the Series C Preferred Stock is 12,600,000 shares of Common stock and the aggregate number of shares of Common Stock initially issuable upon exercise of the Warrants is 12,600,000 shares of Common Stock. We also issued to the placement agent and its designee 463,320 shares of Common Stock.

In addition, on March 29, 2021, we issued 300,000 shares of common stock as payment for services to be rendered for investor relations services having a value of $.2830 per share.

On March 30, 2021, we issued 272,837 shares of common stock as settlement for amount sowed under the Series D Convertible Note share to the underwriters of the 2021 Private Placement.

On March 31, 2021, we completed the private offering previously reported on February 10, 2021, by issuing an aggregate of 6,672,000 shares of our restricted common stock to investors for $1,668,000 in proceeds pursuant to a Securities Purchase Agreement (“SPA”). The transaction was executed directly with us, and no brokers, dealers or representatives were involved.

On May 4 through May 26, 2021, the Company issued 4,237,424 shares of common stock for the conversion of 1,059,356 shares of Series C Preferred Stock at a price of $0.25 per share.

On May 12, 2021, the Company issued 2,500,000 shares of common stock at a price of $0.03 per share for the exercise of stock options by a consultant.

Between June 10, 2021, and June 29, 2021, the Company issued 5,116,668 shares of common stock at a price of $0.03 per share for the exercise of stock options by officers and directors.

~~Table of Contents~~

Except for the issuances of common stock upon conversion of notes or the exchange of Common Stock for Series A Preferred Stock or notes which were effected relying on Section 3(a)(9) of the Securities Act as the common stock was exchanged by us with our existing security holders exclusively and no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange, the securities issued in each of the transactions described above were issued relying on Section 4(a)(2) of the Securities Act and/or Rule 506 promulgated thereunder. The recipients of the securities in each of these transactions relying on Section 4(a)(2) of the Securities Act and/or Rule 506 promulgated thereunder represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions. All recipients had adequate access, through their employment or other relationship with us or through other access to information provided by us, to information about us. The sales of these securities were made without any general solicitation or advertising.

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The shares of common stock issued pursuant to the SPA and to the investor relations services were issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on Section 4(a)(2) thereof. Accordingly, the shares of common stock have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

ITEM 3. DEFAULTS ON SENIOR SECURED SECURITIES

Not Applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

Not Applicable.

ITEM 6. EXHIBITS

The following exhibits are included with this Quarterly Report on Form 10Q

		Form Type	Exhibit Number	Date Filed	Filed Herewith

3.1	Certificate of Incorporation of Trunity Holdings, Inc., dated January 18, 2012.	8-K	10.1	1/31/2012

3.2	Bylaws of Trunity Holdings, Inc., dated January 18, 2012.	8-K	10.2	1/31/2012

3.3	Certificate of Ownership Merging between Trunity Holdings, Inc. and Brain Tree International, Inc. dated January 24, 2012.	10-K	3.3	4/16/2013

3.4	Certificate of Amendment to the Certificate of Incorporation of Trunity Holdings, Inc., dated December 24, 2015.	8-K	3.1(i)	1/06/2016

3.5	Certificate of Designations of Series X Preferred Stock of True Nature Holding, Inc.	8-K	3.6	1/06/2020

3.6	Form of Amended and Restated Certificate of Designations of Series A Preferred Stock of True Nature Holding, Inc.	8-K	3.07	3/13/2020

3.7	Certificate of Amendment of the Certificate of Incorporation of True Nature Holding, Inc. dated April 21, 2020.	10-Q	3.7	8/14/2020

3.8	Certificate of Amendment of Certificate of Incorporation, dated as of November 5, 2020, correcting December 24, 2015, Certificate of Amendment.	10-Q	3.8	11/13/2020

3.9	Bylaws of Mitesco, Inc., as amended, dated November 10, 2020	10-Q	3.9	11/13/2020

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		Form Type	Exhibit Number	Date Filed	Filed Herewith

3.10	Certificate of Designations, Preferences and Rights of the Series C Convertible Preferred Stock of Mitesco, Inc.	8-K	3.1	03/26/2021

3.11	Certificate of Correction to the Certificate of Designations, Preferences and Rights of the Series C Convertible Preferred Stock of Mitesco, Inc.	8-K	3.2	03/26/2021

4.1#	Mitesco, Inc. 2021 Omnibus Securities and Incentive Plan (File No. 333-252293)	8-K	10.1	01/27/2021

4.2	Form of Series A Warrant	8-K	4.1	03/26/2021

4.3	Form of Series B Warrant	8-K	4.2	03/26/2021

10.1	Form of Securities Purchase Agreement used for private placement of restricted common stock	8-K	10.01	02/10/2021

10.2	Agreement to exchange amounts due under convertible note dated August 20, 2020, for restricted common stock	8-K	10.02	02/10/2021

10.3	Agreement to exchange amounts due under convertible note dated September 20, 2020, for restricted common stock	8-K	10.03	02/10/2021

10.4	Agreement to exchange amounts due under convertible note dated October 30, 2020, for restricted common stock	8-K	10.04	02/10/2021

10.5	Agreement to exchange amounts due under convertible note dated December 9, 2020, for restricted common stock	8-K	10.05	02/10/2021

10.6	Form of Exchange Agreement for Restricted Common Stock with Four (4) Parties Regarding Clinic Assets	8-K	10.06	02/10/2021

10.7#	Employment Agreement by and between Phillip Keller and Mitesco, Inc., effective as of March 17, 2021.	8-K	10.1	03/17/2021

10.8	Form of Securities Purchase Agreement, dated March 25, 2021	8-K	10.1	03/26/2021

10.9	Form of Registration Rights Agreement, dated March 25, 2021	8-K	10.2	03/26/2021

10.10	Engagement Letter, by and between Carter, Terry & Company and Mitesco, Inc., dated January 6, 2021	8-K	10.3	03/26/2021

10.11	Debt Settlement Agreement, dated March 24, 2021	8-K	10.4	03/26/2021

10.12#	Employment Agreement by and between Jenny Lindstrom and Mitesco, Inc., dated as of April 6, 2021	8-K	10.1	04/12/2021

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		Form Type	Exhibit Number	Date Filed	Filed Herewith

31.1	Certification by the Principal Executive Officer of the Registrant pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002				X

31.2	Certification by the Principal Financial Officer of the Registrant pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of				X

32.1	Certification by the Principal Executive Officer and Principal Financial Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.				X

32.2	Certification by the Principal Financial Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.				X

101.INS **	INLINE XBRL INSTANCE DOCUMENT

101.SCH **	INLINE XBRL TAXONOMY EXTENSION SCHEMA

101.CAL **	INLINE XBRL TAXONOMY EXTENSION CALCULATION LINKBASE

101.DEF **	INLINE XBRL TAXONOMY EXTENSION DEFINITION LINKBASE

101.LAB **	INLINE XBRL TAXONOMY EXTENSION LABEL LINKBASE

101.PRE **	INLINE XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

#	Management contract or compensatory plan or arrangement required to be identified pursuant to Item 15(a)(3) of this report.

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SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q for the three months ended ~~June~~September 30, 2021, to be signed on its behalf by the undersigned, thereunto duly authorized.


	MITESCO, INC. F/K/A TRUE NATURE HOLDING, INC.

Dated: ~~August 10,~~November 15, 2021	By:	/s/ Phillip J. Keller
		Phillip J. Keller Chief Financial Officer and Principal Financial Officer

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	Three Months Ended June 30,
	2021			2020
Numerator:
Net loss applicable to common shareholders	$	(1,523,769	)	$	(783,032	)

Denominator:
Weighted average common shares outstanding		201,678,218			88,833,282

Net loss per share data:
Basic and diluted	$	(0.01	)	$	(0.01	)

	Six Months Ended June 30,
	2021			2020
Numerator:
Net loss applicable to common shareholders	$	(4,278,721	)	$	(948,352	)

Denominator:
Weighted average common shares outstanding		194,455,386			86,408,229

Net loss per share data:
Basic and diluted	$	(0.02	)	$	(0.01	)

For the twelve months ended June 30, 2022	$	242,476
For the twelve months ended June 30, 2023		341,085
For the twelve months ended June 30, 2024		294,286
For the twelve months ended June 30, 2025		254,470
For the twelve months ended June 30, 2026		259,850
Thereafter		625,932
Total	$	2,018,099
Less: Present value discount		(661,295	)
Lease liability	$	1,356,804

	June 30, 2021
	Level 1		Level 2		Level 3		Total
Liabilities
Derivative liabilities	$	0	$	0	$	0	$	0