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

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

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

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

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

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

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

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

As of ~~May 15,~~November 11, 2020, ~~86,566,999~~there were 136,209,054 shares of the registrant’s common stock, $0.01 par value ~~were~~ outstanding.

	March 31,			December 31,			September 30,			December 31,
	2020			2019			2020			2019
	(unaudited)						(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	10,870		$	83,245		$	101,660		$	83,245
Prepaid expenses		9,721			9,721			3,784			9,721
Total current assets		20,591			92,966			105,444			92,966

Fixed assets, net of accumulated depreciation of $393 and $0		7,461			7,854
Fixed assets, net of accumulated depreciation of $786 and $0								6,675			7,854

Total Assets		28,052			100,820		$	112,119		$	100,820

LIABILITIES AND (DEFICIENCY IN) STOCKHOLDERS' EQUITY
LIABILITIES AND (DEFICIENCY IN) STOCKHOLDERS' (EQUITY)
Current liabilities
Accounts payable and accrued liabilities		514,533			648,714			501,312			648,714
Due to related parties		2,000			-
Accrued interest		109,148			82,870			135,529			82,870
Derivative liabilities		1,172,164			1,488,423			1,124,852			1,488,423
Convertible notes payable, net of discount of $933,610 and $646,888		130,390			77,112
Convertible notes payable, net of discount of $864,964 and $646,888								225,836			77,112
Convertible note payable, in default		122,166			122,166			122,166			122,166
SBA Loan Payable								460,406			-
Other current liabilities		92,768			-			94,402			-
Preferred Stock Dividends		17,359			-
Preferred stock dividends payable								56,143			-
Total current liabilities		2,160,528			2,419,285			2,720,646			2,419,285

Total Liabilities		2,160,528			2,419,285		$	2,720,646		$	2,419,285

Commitments and contingencies		-			-			-			-

Stockholders' equity (deficit)
Preferred stock, $0.01 par value, 100,000,000 shares authorized; 500,000 shares designated Series A; 400,000 shares designated Series X:
Preferred stock, Series A, $0.01 par value, 4,800 and 0 shares issued and outstanding as of March 31, 2020 and December 31, 2019		48			-
Preferred stock, Series X, $0.01 par value, 26,227 shares issued and outstanding as of March 31, 2020 and December 31, 2019		262			262
Common stock, $0.01 par value, 500,000,000 shares authorized, 86,566,999 and 81,268,443 shares issued and outstanding as of March 31, 2020 and December 31, 2019		865,670			812,684
Stockholders' (equity)

Preferred stock, $0.01 par value, 100,000,000 shares authorized; 500,000 shares designated Series A; 27,324 shares designated Series X:
Preferred stock, Series A, $0.01 par value, 4,800 and 0 shares issued and outstanding as of September 30, 2020 and December 31, 2019								48			-
Preferred stock, Series X, $0.01 par value, 26,227 shares issued and outstanding as of September 30, 2020 and December 31, 2019								262			262
Common stock, $0.01 par value, 500,000,000 shares authorized, 121,452,914 and 81,268,443 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively								1,214,529			812,684
Additional paid-in capital		8,688,893			8,407,977			9,664,232			8,407,977
Stock payable		37,186			37,186			37,186			37,186
Accumulated deficit		(11,724,535	)		(11,576,574	)		(13,524,784	)		(11,576,574	)
Total (deficiency in) stockholders' equity		(2,132,476	)		(2,318,465	)
Total (deficiency in) stockholders' (equity)								(2,608,527	)		(2,318,465	)

Total liabilities and stockholders' equity	$	28,052		$	100,820
Total liabilities and stockholders' (equity)							$	112,119		$	100,820

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

	For the			For the			For the Three			For the Three			For the Nine			For the Nine
	Three Months Ended			Three Months Ended			Months Ended			Months Ended			Months Ended			Months Ended
	March 31,			March 31,			September 30,			September 30,			September 30,			September 30,
	2020			2019			2020			2019			2020			2019

Revenue	$	-		$	-		$	-		$	-		$	-		$	-

Operating expenses:
General and administrative		496,494			221,251			607,704			433,322			1,730,036			880,823

Total operating expenses		496,494			221,251			607,704			433,322			1,730,036			880,823

Net Operating Loss		(496,494	)		(221,251	)		(607,704	)		(433,322	)		(1,730,036	)		(880,823	)

Other income (expense):
Grant income								-			-			3,000			-
Interest expense		(190,128	)		(160,397	)		(537,184	)		(832,417	)		(1,124,219	)		(1,157,318	)
Gain on settlement of accounts payable		42,292			-			49,351			50,366			397,962			50,366
Gain on derivative liabilities		496,369			-
Loss on conversion of notes payable		-			(99,724	)
Gain on settlement of accrued salary								6,988			-			6,988			-
(Loss) Gain on derivative liabilities								51,940			(69,611	)		498,095			(69,611	)
Loss on legal settlement								-			-						(26,924	)
Loss on conversion of notes								-			(2,799	)		-			(161,458	)
Total other expense		348,533			(260,121	)		(428,905	)		(854,461	)		(218,174	)		(1,364,945	)

Loss before provision for income taxes								(1,036,609	)		(1,287,783	)		(1,948,210	)		(2,245,768	)

Provision for income taxes								-			-			-			-

Net loss	$	(147,961	)	$	(481,372	)	$	(1,036,609	)	$	(1,287,783	)	$	(1,948,210	)	$	(2,245,768	)

Preferred stock dividend		(17,359	)		-			(19,392	)		-			(56,143	)		-

Net loss available to common shareholders	$	(165,320	)	$	(481,372	)	$	(1,056,001	)	$	(1,287,783	)	$	(2,004,353	)	$	(2,245,768	)

Net loss per share - basic	$	(0.00	)		(0.02	)
Net loss per share - basic and diluted							$	(0.01	)	$	(0.03	)	$	(0.02	)	$	(0.06	)

Net loss per share - diluted	$	(0.00	)		(0.02	)

Weighted average shares outstanding - basic		83,983,177			31,714,079

Weighted average shares outstanding - diluted		83,983,177			31,714,079
Weighted average shares outstanding - basic and diluted								100,262,378			43,360,914			94,154,754			36,446,415

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

Condensed Consolidated Statements of Changes in Stockholders’ ~~Deficit~~(Equity)

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

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

Mitesco, Inc. (the “Company,” “we,” “us,” or “our”), previously known as Trunity Holdings, Inc., a Delaware corporation, and since 2016 known as True Nature Holding, Inc., became a publicly-traded company through a reverse triangular merger with Brain Tree International, Inc., a Utah corporation (“BTI”) in 2012. Trunity Holdings, Inc. was the parent company of our educational business, named Trunity, Inc., which was formed in the state of Delaware on ~~July 28, 2009 through the acquisition of certain intellectual property from its three founders.~~January 18, 2012. On December 9, 2015, ~~the Company made a decision to restructure Trunity Holdings, Inc., having~~we restructured our operations and acquired Newco4pharmacy, LLC, a development stage ~~business aimed at a roll-up of~~company which sought to acquire compounding pharmacy businesses. As a part of ~~such~~the restructuring, we ~~competed~~completed a “spin out” ~~transaction~~ of our ~~educational~~former business ~~line to our shareholders as of December 31, 2015.~~line. On April 24, 2020, ~~True Nature Holding, Inc., now known as~~we changed our name to Mitesco, Inc. ~~(OTCQB:MITI) completed change of its corporate identity based on final approval from FINRA.~~

~~Mitesco Inc.~~During 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 The Good Clinic LLC, a Colorado limited liability company for our clinic business. We entered into an agreement with four senior executives from Minute Clinic James Woodburn, Kevin Lee Smith, Michael Howe and Rebecca Hafner-Fogarty ( the “Sellers”) with the skills and know-how to assist the Company in the establishment of a series of clinics utilizing nurse practitioners and telemedicine technology in States where full practice authority for nurse practitioners is ~~developing a portfolio~~supported. We issued 4,800 shares of ~~product offerings aimed at enhancing healthcare throughout~~our Series A Preferred Stock to these individuals as compensation. We valued the supply chain as well as to consumers. We have acquired assets and intend to acquire and implement technologies and services to improve the quality of care, reduce cost, and enhance consumer convenience. We believe the holding company structure facilitates profitable growth and should enable the acquired business to focus on scale. The goal4,800 shares of the Company’s evolving portfolio of companies is to apply leading-edge solutions that emphasize stakeholder value and leverages distinct sector trends. Sectors of interest include artificial intelligence (AI), population health management, data gathering solutions, electronic health records optimization, healthcare IT solutions, virtual care & care augmentation, and predictive analytics. The Company formed a holding company structure for both its acquired assets in the United States and Europe, designed to support efficiencies around taxation, legal, and economies of scale in administrative functions. We now have a wholly owned subsidiary in Dublin, Ireland, Acelerar Healthcare Holdings, Ltd., and intend to use that location as a base for European operations.Series A Preferred Stock at $71,558 or approximately $14.91 per share based upon an analysis performed by an independent valuation consultant.

~~As a development stage company, we have two businesses in development.~~We plan to open our first The first business is our product set “SimpleHIPAA” and “Simple HIPPA for Vets and Pets”. It is designed to transmit data generated at the time a prescription is written by a physician or veterinarian for the pharmacy. This information is embedded inside the application and made available to the healthcare provider and to the pharmacy. While providing a starting point for tracking healthcare information for the end user, it also establishes a communications method between the healthcare provider and the pharmacy. Currently, it is focused on e-prescribing between compounding pharmacies and their clients, the physician for humans and the veterinarian for pets. A large Florida based pharmacy is the development partner and distributor that is introducing it to the market place. They have installed the software at more than 100 client sites since January 2020. We are told it is working as designed.

Our second active business is MyCare LLC. This business is establishing primary care medical clinics operated by Independent Nurse Practitioners. MyCare provides the marketing, support services, systems, and clinical tools to allow an independent Nurse Practitioner to quickly open a clinic. The initial clinics are intended to be openedGood Clinic in Minneapolis, MN in the ~~fourth~~first quarter of ~~2020. These clinics are being designed to deliver primary care, spa, and dermatological services through in-person, over-the-phone, and telemedicine visits.~~2021.

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

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

Use of Estimates - The preparation of these unaudited condensed financial statements requires our management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and related notes. These estimates include the value of stock-based compensation, derivative liabilities. External factors may affect the amount of these estimates and cause actual results to differ from estimated amounts, Future events and their effects cannot be determined with ~~absolute~~any certainty. Therefore, the determination of estimates requires the exercise of judgment.

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

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

Revenue Recognition – 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.

Stock-Based Compensation-We recognize the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation cost for stock options are estimated at the grant date based on each option’s fair-value as calculated by the Black-Scholes-Merton (“BSM”) option-pricing model. Share-based compensation arrangements may include stock options, restricted share plans, performance-based 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.

The following assumptions were used for the valuation of the Series A Preferred Stock as of March 2, 2020:

An Option Pricing Methodology (“OPM”) was utilized to allocate the enterprise value to the various equity linked instruments. The assumptions utilized in the OPM included a term of 5 years as the term for liquidity, a corresponding risk–free rate based on the term, 10% dividends, and a volatility based on the remaining term (based on comparable company volatility analysis):

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

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

- The stock prices of $0.0296 to $0.079 in these periods would fluctuate with the Company projected volatility;

- The projected volatility curve from an annualized analysis for each valuation period was based on the historical volatility of the Company and the term remaining for each note or warrant ranged from 135.6% through 198.5% at derivative treatment, issuance, conversion, exercise, and quarters ends. The Company continues to trade with high volatility;

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

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

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

- A reset event would adjust the Notes conversion price triggered by either a capital raise; stock issuance; settlement; or conversion/exercise (a reset occurred in this period on 11/7/19 – Auctus Conversion triggered a reset to $0.00858). The reset events are projected to occur annually starting 3 months following the date of valuation 9/30/20.

- For the variable rate Notes (39% or 45% discount), the Holder would convert with effective discount rates of 50.28% to 55.17% (based on the lookback terms).

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

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

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

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

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

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

The Company ~~has~~ excluded all common equivalent shares outstanding for warrants, options and convertible instruments to purchase common stock from the calculation of diluted net loss per share because all such securities are antidilutive for the periods presented. As of ~~March 31,~~September 30, 2020, there were ~~2,901,444 warrants outstanding~~9,767,879 options and ~~8,567,879 options outstanding~~63,188,385 shares issuable in connection with convertible debt excluded from calculation of diluted net loss; as of ~~December 31,~~September 30, 2019, ~~there were 1,800,000~~the Company had outstanding 1,425,000 warrants, ~~outstanding and~~ 67,879 options, ~~outstanding~~and 36,135,065 shares issuable in connection with convertible debt which were excluded from the calculation of diluted net loss. The Company, at its discretion, may satisfy the accrued interest on its Series A and Series X Preferred Stock via the issuance of shares of common stock; at ~~March 31,~~September 30, 2020 and December 31, 2019, there were ~~709,692~~1,731,740 and 0 shares, respectively, potentially issuable in connection with such issuance.

Income Taxes- The Company accounts for income taxes under the asset and liability method which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s condensed consolidated financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than possible enactments of changes in the tax laws or rates.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has determined that a valuation allowance is needed due to recent taxable net operating losses, the sale of profitable divisions and the limited taxable income in the carry back periods. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or expense in the period that includes the enactment date. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and certain tax loss carryforwards, less any valuation allowance.

The Company accounts for uncertain tax positions as required in that a position taken or expected to be taken in a tax return is recognized in the condensed consolidated financial statements when it is more likely than not (i.e., a likelihood of more than fifty percent) that the position would be sustained upon examination by tax authorities. A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. The Company does not have any material unrecognized tax benefits. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as components of interest expense and other expense, respectively, in arriving at pretax income or loss. The Company does not have any interest and penalties accrued. The Company is generally no longer subject to U.S. federal, state, and local income tax examinations for the years before 2012.

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:

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

Impairment of Long-Lived Assets-Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed would be separately presented in the condensed consolidated balance sheet and reported at the lower of the carrying amount or fair value less costs to sell and are no longer depreciated. The assets and liabilities of a disposal group classified as held-for-sale would be presented separately in the appropriate asset and liability sections of the condensed consolidated balance sheet, if material.

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

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

As of ~~March 31,~~September 30, 2020, the Company had cash of ~~$10,870,~~$101,660, current liabilities of ~~$2,160,528,~~$2,720,646, and has incurred a loss from operations. ~~Mitesco’s~~The Company’s principal operation is the development and deployment of software and systems for the healthcare marketplace. The Company ~~solutions in~~intends to: a) develop and own primary care clinics operated by nurse practitioners, b) develop and acquire telemedical technologies, and c) other healthcare ~~records, b) the sale of applications in the health~~related opportunities both domestically and ~~wellness area from 3rd parties in addition to its own developed products. The Company is also performing consulting services to certain entities in the pharmacy, medical and veterinary services area.~~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. The Company’s continuance is dependent on raising capital and generating revenues sufficient to sustain operations. The Company believes that the necessary capital will be raised and has entered ~~into~~ discussions to do so with certain individuals and companies. However, as of the date of these condensed consolidated financial statements, no formal agreement exists.

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

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

On July 21, 2020, Bank of America notified the Company in writing that it should not have received $440,000 of the loan proceeds disbursed under the Note. 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 currently working with Bank of America on a repayment plan. If we are not successful in negotiating repayment terms, it could have a material adverse effect on our financial condition.

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. Subsequent to 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. The Company believes that the action is without merit and it intends to vigorously defend itself. The Company does not believe it the action will have a material impact on the Company.

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

~~Three~~Related party transactions for the nine months ended ~~March 31, 2020:~~September 30, 2020 were as follows:

On February 27, 2020, the Company ~~issued~~agreed to issue 1,000,000 ten-year options to its two 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~~nine- months ended ~~March 31,~~September 30, 2020, the amount of ~~$1,088~~$12,876 was charged to operations in connection with each ~~1,000,000 option~~1,000,000-option grant (a total of ~~$2,176~~$25,7522 for all 2,000,000 options).

On March 2, 2020, the Company ~~issued~~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~~had 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 former President, Chief Operating Officer, and a Board member resigned effective June 30, 2020; the 1,500,000 options that the Company agreed to issue to Ms. Smith were cancelled; a total of $1,632 was charged to operations representing the fair value of these options through Ms. Smith’s resignation date. During the ~~three~~nine months ended ~~March 31,~~September 30, 2020, the amount of ~~$1,632~~$39,432 was charged to operations in connection with each of the remaining 1,500,000 option ~~grant~~grants (a total of ~~$4,896~~$78,864 for all ~~4,500,000~~3,000,000 remaining options).

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.

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 nine months ended September 30, 2020, the amount of $11,595 was charged to operations in connection these options.

During the nine months ended September 30, 2020, the Company charged the amount of ~~$33,676~~$69,342 to operations in connection with the vesting of restricted common stock as follows: ~~$7,962~~$27,196 for shares issued to management; ~~$21,638~~$26,511 for shares issued to board members; and ~~$4,076~~$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.

~~At March 31,~~During the nine months ended September 30, 2020, the Company accrued dividends on its Series X Preferred stock in the total amount of ~~$16,392.~~$49,176. Of this amount, a total of ~~$3,250~~$9,750 was payable to officers and directors, ~~and $7,814~~$23,443 was payable to a related party ~~shareholder.~~shareholder, and $15,983 was payable to non-related parties.

~~At March 31, 2020,~~Related party transactions for the ~~Company has the following amounts due to related parties:~~

~~Three~~nine months ended ~~March 31, 2019:~~September 30, 2019 were as follows:

On March 11, 2019, the Company issued 100,000 shares of common stock to its President as compensation and charged the fair value in the amount of $8,740 to operations.

On March 11, 2019, the Company issued 100,000 shares of common stock to a board member as compensation and charged the fair value in the amount of $8,740 to operations.

On July 29, 2019, the Company cancelled 300,000 shares of common stock previously issued to its former President. The par value of these shares in the amount of $3,000 was charged to paid-in capital during the three months ended ~~March 31,~~September 30, 2019.

On August 10, 2019, the Company issued 1,000,000 shares of common stock with a fair value of $60,000 to a board member pursuant to a director advisory agreement. The fair value of these shares will be recognized ratably over the vesting period; during the three months ended September 30, 2019, the amount of $37,054 was charged to operations in connection with these shares.

On August 10, 2019, the Company issued 775,000 shares of common stock with a fair value of $46,500 to a board member pursuant to a director advisory agreement. The fair value of these shares will be recognized ratably over the vesting period; during the three months ended September 30, 2019, the amount of $28,325 was charged to operations in connection with these shares.

On August 10, 2019, the Company issued 200,000 shares of common stock with a fair value of $12,000 to a board member pursuant to a director advisory agreement. The fair value of these shares will be recognized ratably over the vesting period; during the three months ended September 30, 2019, the amount of $12,000 was charged to operations in connection with these shares.

During the nine months ended September 30, 2019, the Company accrued the amount of $2,875 in connection with the vested portion of a common stock award granted to its President.

At ~~March 31,~~September 30, 2019, the Company has the following amounts due to related parties:

As part of the restructuring, all debentures issued by Trunity Holdings, Inc., to fund the former, educational business, were eligible to participate in a debt conversion; however, one debenture holder that was issued a Series C Convertible Debenture (the “Series C Debenture”) in August 2014 with an aggregate face value of $100,000 in exchange for the cancellation of Series B Convertible Debentures with a carrying value of $110,833 did not convert such debenture. The Series C Convertible Debenture accrues interest at an annual rate of 10%, matured November 2015, and is convertible into our common stock at a conversion rate of $20.20 per share. The holders of the Series C Debenture also received five-year warrants to acquire up to 4,950 shares post-split of common stock for an exercise price of $20.20 per share. The former educational business allocated the face value of the Series C Debenture to the warrants and the debentures based on its relative fair values, and allocated to the warrants, which was recorded as a discount against the Series C Debenture, with an offsetting entry to additional paid-in capital. The discount was fully expensed upon execution of the new debentures as debt extinguishment costs within discontinued operations. The Series C Debenture is currently in default. Details of activity for the three months ended ~~March 31,~~September 30, 2020 are presented in Notes Payable Table 1, below.

As part of the restructuring all debentures issued by Trunity Holdings, Inc., to fund the former, educational business were eligible to participate in a debt conversion; however, one debenture holder that was issued a Series D Convertible Debenture (the “Series D Debenture”) in November 2014 with an aggregate face value of $10,000 in exchange for the cancellation of Series B Convertible Debenture with a carrying value of $11,333 did not participate in the debt conversion restructuring. The Series D Debenture accrues interest at an annual rate of 12%, matured November 2015, and is convertible into our common stock at a conversion rate of $16.67 per share. The holders of the Series D Debenture also received five-year warrants to acquire up to 495 shares of common stock for an exercise price of $20.20 per share on a post-split basis. The former educational business allocated the face value of the Series D Debenture to the warrants and the debentures based on their relative fair values, and allocated to the warrants, which was recorded as a discount against the Series D Debenture, with an offsetting entry to additional paid-in capital. The discount was fully expensed upon execution of the new debentures as debt extinguishment costs within discontinued operations. The Series D Debenture is currently in default. Details of activity for the three and nine months ended ~~March 31,~~September 30, 2020 are presented in Notes Payable Table 1, below.

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

Upon issuance of the Convertible Note A, the lender was awarded 15,000 restricted common stock as an origination fee which includes piggy-back registration rights. On September 19, 2016, the Company issued the lender an additional 15,000 restricted common stock at a price of $0.30 per share to extend the term of the loan agreement indefinitely. The cost to the Company was $4,050 in interest expense. On August 10, 2017, the Company issued 25,000 shares of common stock with a fair value of $3,750 for accrued interest through August 1, 2017 in the amount of $7,860. In April 2018, the Company issued 75,000 shares of common stock with a value of $7,500 as consideration for an extension of the term of the loan to July 1, 2018, and on August 13, 2018, the Company issued an additional 75,000 shares of common stock with a value of $6,750 for an extension of the term of the loan to October 31, 2018. During the year ended December 31, 2019, the lender converted principal in the amount of $15,000 into 120,000 shares of common stock. The Company recorded a loss in the amount of $13,867 on this conversion. Also, during the year ended December 31, 2019, the Company made a principal payment in the amount of $4,000 on this note. Details of activity for the three and nine months ended ~~March 31,~~September 30, 2020 are presented in Notes Payable Table 1, below.

On September 12, 2019, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 11”) in the aggregate principal amount of $45,000. The Power Up Note 11 entitles the holder to 12% interest per annum and matures on July 15, 2020. Under the Power Up Note 11, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 11 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 11, at a price equal to the higher of the variable conversion price or $0.00006 per share. The variable conversion price shall mean 55% of lowest trading price during the 25 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 11 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Power Up Note 11 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 115%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 11, then such redemption premium is 120%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 125%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 130%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 135%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Power Up Note 11, there shall be no further right of prepayment. The Company recorded an original issue discount in the amount of $3,000 in connection with the Power Up Note 11; $3,000 was amortized to interest expense during the year ended December 31, 2019. The Company accrued interest in the amount of $1,642 on the Power Up Note 11 during the year ended December 31, 2019. During the year ended December 31, 2019, the Company determined that a derivative liability in the amount of $47,187 existed in connection with the variable rate conversion feature of the Power Up Note 11. $45,000 of this amount was charged to discount on the Power Up Note 11, and $2,187 was charged to interest expense.

During the ~~three~~nine months ended ~~March 31,~~September 30, 2020, the Company made a cash payment in the amount of $74,195 on the Power Up Note 11 which fully satisfied this obligation. This amount consisted of $45,000 of principal, $2,680 of accrued interest, and $23,815 of prepayment penalty. The Company revalued the derivative liability associated with the Power Up Note 11 at the time of payment, and recorded a gain on revaluation in the amount of $35,420. The Company credited the fair value of the derivative liability at the time of payment in the amount of $21,266 to additional paid-in capital. Details of additional activity for the three and nine months ended ~~March 31,~~September 30, 2020 are presented in Notes Payable Table 1, below. This obligation has been fully satisfied and the Company has no further requirements related to this matter.

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

During the three months ended September 30, 2020, the Company made a cash payment in the amount of $84,231 on the Power Up Note 12 which fully satisfied this obligation. This amount consisted of $53,000 of principal, $3,312 of accrued interest, and $27,919 of prepayment penalty. The Company revalued the derivative liability associated with the Power Up Note 12 at the time of payment, and recorded a gain on revaluation in the amount of $4,247. The Company credited the fair value of the derivative liability at the time of payment in the amount of $62,569 to additional paid-in capital. Details of additional activity for the three and nine months ended ~~March 31,~~September 30, 2020 are presented in Notes Payable Table 1, below. This ~~note was~~obligation has been fully ~~paid in cash subsequent to March 31, 2020~~satisfied and the Company has no further ~~amounts are due.~~requirements related to this matter.

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

During the three months ended June 30, 2020, the Company made a cash payment in the amount of $115,980 on the Power Up Note 13 which fully satisfied this obligation. This amount consisted of $73,000 of principal, $4,728 of accrued interest, and $38,252 of prepayment penalty. The Company revalued the derivative liability associated with the Power Up Note 13 at the time of payment, and recorded a gain on revaluation in the amount of $4,882. The Company credited the fair value of the derivative liability at the time of payment in the amount of $86,380 to additional paid-in capital. Details of additional activity for the three and nine months ended ~~March 31,~~September 30, 2020 are presented in Notes Payable Table 1, below. This ~~note was~~obligation has been fully ~~paid in cash subsequent to March 31, 2020~~satisfied and the Company has no further ~~amounts are due.~~requirements related to this matter.

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

During the nine months ended 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; 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; on July 9, 2020, principal of $45,000 and accrued interest of $3,405 were converted at a price of $0.01518 per share into 3,188,735 shares of common stock; on July 17, 2020, principal of $50,000 and accrued interest of $3,917 were converted at a price of $0.01572 per share into 3,429,814 shares of common stock; and on July 30, 2020, principal of $45,000 and accrued interest of $3,720 were converted at a price of $0.021 per share into 2,320,000 shares of common stock. There were no gains or losses recorded, as these conversions were made pursuant to the terms of the agreement. Details of activity for the three and nine months ended ~~March 31,~~September 30, 2020 are presented in Notes Payable Table 1, below. This obligation has been fully satisfied and the Company has no further requirements related to this matter.

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

During the nine months ended September 30, 2020, the holder of the Eagle Equities Note 2 converted the following amounts of principal and accrued interest to common stock: On August 20, 2020, principal of $56,000 and accrued interest of $4,573 were converted at a price of $0.01896 per share into 3,194,796 shares of common stock; On September 1, 2020, principal of $50,000 and accrued interest of $4,283 were converted at a price of $0.01806 per share into 3,005,721 shares of common stock; On September 9, 2020, principal of $50,000 and accrued interest of $4,417 were converted at a price of $0.0153 per share into 3,556,645 shares of common stock; and on September 25, 2020, principal of $50,000 and accrued interest of $4,683 were converted at a price of $0.0153 per share into 3,574,074 shares of common stock. Details of activity for the three and nine months ended ~~March 31,~~September 30, 2020 are presented in Notes Payable Table 1, below. This obligation has been fully satisfied and the Company has no further requirements related to this matter.

On January 24, 2020, the Company entered into a Securities Purchase Agreement with Eagle Equities pursuant to which Eagle Equities agreed to purchase a convertible promissory note (the “Eagle Equities Note 3”) in the aggregate principal amount of $256,000 and an original issue discount of $6,000. The Eagle Equities Note 3 entitles the holder to 12% interest per annum and matures on January 24, 2021. Under the Eagle Equities Note 3, Eagle Equities may convert all or a portion of the outstanding principal of the Eagle Equities Note 3 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Eagle Equities Note 3, at a price equal to 60% of lowest traded price during the 20 day trading period ending on the day the conversion notice is received by the Company, provided, however, that Eagle Equities may not convert the Eagle Equities Note 3 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Eagle Equities Note 23 during the 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 2,3, then such redemption premium is 116%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 122%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 128%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 134%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Eagle Equities Note 2,3, there shall be no further right of prepayment. During the three months ended March 31, 2020, the Company determined that a derivative liability in the amount of $272,412 existed in connection with the variable rate conversion feature of the Eagle Equities Note 3. $250,000 of this amount was charged to discount on the Eagle Equities Note 3, and $22,412 was charged to interest expense. Details of additional activity for the three and nine months ended ~~March 31,~~September 30, 2020 are presented in Notes Payable Table 1, below.

On March 10, 2020, the Company entered into a Securities Purchase Agreement with Eagle Equities pursuant to which Eagle Equities agreed to purchase a convertible promissory note (the “Eagle Equities Note 4”) in the aggregate principal amount of $129,000 and an original issue discount of $4,000. The Eagle Equities Note 4 entitles the holder to 12% interest per annum and matures on March 10, 2021. Under the Eagle Equities Note 4, Eagle Equities may convert all or a portion of the outstanding principal of the Eagle Equities Note 34 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Eagle Equities Note 3,4, at a price equal to 60% of lowest traded price during the 20 day trading period ending on the day the conversion notice is received by the Company, provided, however, that Eagle Equities may not convert the Eagle Equities Note 34 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Eagle Equities Note 24 during the 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 2,4, then such redemption premium is 116%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 122%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 128%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 134%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Eagle Equities Note 2,4, there shall be no further right of prepayment. During the three months ended March 31, 2020, the Company determined that a derivative liability in the amount of $139,021 existed in connection with the variable rate conversion feature of the Eagle Equities Note 4. $125,000 of this amount was charged to discount on the Eagle Equities Note 4, and $14,021 was charged to interest expense. Details of additional activity for the three and nine months ended ~~March 31,~~September 30, 2020 are presented in Notes Payable Table 1, below. As of the November 5, 2020, the remaining principal balance on this note was $156,000 and accrued interest was $14,643.

** SubsequentOn April 8, 2020, the Company entered into a Securities Purchase Agreement with Eagle Equities pursuant to ~~March 31, 2020, these notes were fully satisfied by cash payments.~~

~~The total~~which Eagle Equities agreed to purchase a convertible promissory note (the “Eagle Equities Note 5”) in the aggregate principal amount of ~~notes payable~~$100,000 and an original issue discount of $4,000. The Eagle Equities Note 5 entitles the holder to 12% interest per annum and matures on April 8, 2021. Under the Eagle Equities Note 5, Eagle Equities may convert all or a portion of the outstanding principal of the Eagle Equities Note 5 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Eagle Equities Note 5, at ~~March 31,~~a price equal to 60% of lowest traded price during the 20 day trading period ending on the day the conversion notice is received by the Company, provided, however, that Eagle Equities may not convert the Eagle Equities Note 5 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Eagle Equities Note 5 during the 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 5, then such redemption premium is 116%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 122%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 128%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 134%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Eagle Equities Note 5, there shall be no further right of prepayment. During the three months ended June 30, 2020, the Company determined that a derivative liability in the amount of $106,576 existed in connection with the variable rate conversion feature of the Eagle Equities Note 5. $100,000 of this amount was charged to discount on the Eagle Equities Note 5, and ~~December 31, 2019 is~~$6,576 was charged to interest expense. Details of additional activity for the three and nine months ended September 30, 2020 are presented in Notes Payable Table ~~2 below:~~1, below.

On July 1, 2020, the Company entered into a Securities Purchase Agreement with Eagle Equities pursuant to which Eagle Equities agreed to purchase a convertible promissory note (the “Eagle Equities Note 6”) in the aggregate principal amount of $200,200 with an original issue discount of $18,200. The amount received was also net of fees in the amount of $7,000, which were charged to interest expense during the period. The Eagle Equities Note 6 entitles the holder to 12% interest per annum and matures on July 1, 2021. Under the Eagle Equities Note 6, Eagle Equities may convert all or a portion of the outstanding principal of the Eagle Equities Note 6 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Eagle Equities Note 6, at a price equal to 60% of lowest traded price during the 20 day trading period ending on the day the conversion notice is received by the Company, provided, however, that Eagle Equities may not convert the Eagle Equities Note 6 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Eagle Equities Note 6 during the 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 6, then such redemption premium is 116%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 122%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 128%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 134%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Eagle Equities Note 6, there shall be no further right of prepayment. The Company determined that a derivative liability in the amount of $218,148 existed in connection with the variable rate conversion feature of the Eagle Equities Note 6. $200,200 of this amount was charged to discount on the Eagle Equities Note 6, and $17,948 was charged to interest expense. Details of additional activity for the three and nine months ended September 30, 2020 are presented in Notes Payable Table 1, below.

On August 20, 2020, the Company entered into a Securities Purchase Agreement with Eagle Equities pursuant to which Eagle Equities agreed to purchase a convertible promissory note (the “Eagle Equities Note 7”) in the aggregate principal amount of $200,200 with an original issue discount of $18,200. The amount received was also net of fees in the amount of $7,000, which were charged to interest expense during the period. The Eagle Equities Note 7 entitles the holder to 12% interest per annum and matures on August 20, 2021. Under the Eagle Equities Note 7, Eagle Equities may convert all or a portion of the outstanding principal of the Eagle Equities Note 7 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Eagle Equities Note 7, at a price equal to 70% of lowest traded price during the 20 day trading period ending on the day the conversion notice is received by the Company, provided, however, that Eagle Equities may not convert the Eagle Equities Note 7 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Eagle Equities Note 7 during the 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 7, then such redemption premium is 116%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 122%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 128%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 134%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Eagle Equities Note 7, there shall be no further right of prepayment. The Company determined that a derivative liability in the amount of $215,403 existed in connection with the variable rate conversion feature of the Eagle Equities Note 7. $200,200 of this amount was charged to discount on the Eagle Equities Note 7, and $15,203 was charged to interest expense. Details of additional activity for the three and nine months ended September 30, 2020 are presented in Notes Payable Table 1, below.

On September 30, 2020, the Company entered into a Securities Purchase Agreement with Eagle Equities pursuant to which Eagle Equities agreed to purchase a convertible promissory note (the “Eagle Equities Note 8”) in the aggregate principal amount of $114,400 with an original issue discount of $10,400. The amount received was also net of fees in the amount of $4,000, which were charged to interest expense during the period. The Eagle Equities Note 8 entitles the holder to 12% interest per annum and matures on September 30, 2021. Under the Eagle Equities Note 8, Eagle Equities may convert all or a portion of the outstanding principal of the Eagle Equities Note 8 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Eagle Equities Note 8, at a price equal to 70% of lowest traded price during the 20 day trading period ending on the day the conversion notice is received by the Company, provided, however, that Eagle Equities may not convert the Eagle Equities Note 8 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Eagle Equities Note 8 during the 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 8, then such redemption premium is 116%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 122%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 128%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 134%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Eagle Equities Note 8, there shall be no further right of prepayment. The Company determined that a derivative liability in the amount of $117,309 existed in connection with the variable rate conversion feature of the Eagle Equities Note 8. $114,400 of this amount was charged to discount on the Eagle Equities Note 8, and $2,909 was charged to interest expense. Details of additional activity for the three and nine months ended September 30, 2020 are presented in Notes Payable Table 1, below.

On May 4, 2020, the Company received loan proceeds from Bank of America in the amount of $460,406 under the Paycheck Protection Program (the “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 the Company never applied for or received such a loan. Bank of America has requested that the Company return the funds it received back to Bank of America. The Company is currently negotiating a repayment plan with Bank of America. 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 three and nine months ended September 30, 2020 are presented in Notes Payable Table 1, below.

* Subsequent to September 30, 2020, $50,000 of principal and $4,867 of accrued interest of this note were converted to a total of 3,586,057 shares of the Company’s common stock. As of the date of this filing this note is fully satisfied and there are no further obligations.

** Subsequent to September 30, 2020, $133,000 of principal and $12,146 of accrued interest of this note were converted to a total of 11,170,083 shares of the Company’s common stock.

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

	March 31, 2020			December 31, 2019			September 30, 2020			December 31, 2019
Total notes payable	$	1,186,166		$	846,166		$	1,673,372		$	846,166
Less: Discount		(933,610	)		(646,888	)		(864,964	)		(646,888	)
Notes payable - net of discount	$	252,556		$	199,278		$	808,408		$	199,278

Current Portion, net of discount	$	252,556		$	199,278		$	808,408		$	199,278
Long-term portion, net of discount	$	-		$	-		$	-		$	-

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

Derivative liability activity for the year ended December 31, 2019 and the ~~three~~nine months ended ~~March 31,~~September 30, 2020 is summarized in the table below:

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

Conversion features issued		411,433			1,068,870
Warrants issued		-
Settled upon conversion or exercise					(1,020,450	)
Settled upon payment of note		(231,323	)		(148,949	)
Gain on revaluation		(496,369	)		(263,042	)
March 31, 2020	$	1,172,164
September 30, 2020				$	1,124,852

The Company has authorized 500,000,000 shares of common stock, par value $0.01; ~~86,566,999~~121,452,914 and 81,268,443 shares were issued and outstanding at ~~March 31,~~September 30, 2020 and December 31, 2019, respectively.

Common Stock Transactions During the ~~Three~~Nine Months Ended ~~March 31,~~September 30, 2020

~~During~~On May 27, 2020, the ~~three months ending March 31,~~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.

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; 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; on July 9, 2020, principal of $45,000 and accrued interest of $3,405 were converted at a price of $0.01518 per share into 3,188,735 shares of common stock; on July 17, 2020, principal of $50,000 and accrued interest of $3,917 were converted at a price of $0.01572 per share into 3,429,814 shares of common stock; and on July 30, 2020, principal of $45,000 and accrued interest of $3,720 were converted at a price of $0.021 per share into 2,320,000 shares of common stock. There were no gains or losses recorded, as these conversions were made pursuant to the terms of the agreement.

The holder of the Eagle Equities Note 2 converted the following amounts of principal and accrued interest to common stock: On August 20, 2020, principal of $56,000 and accrued interest of $4,573 were converted at a price of $0.01896 per share into 3,194,796 shares of common stock; On September 1, 2020, principal of $50,000 and accrued interest of $4,283 were converted at a price of $0.01806 per share into 3,005,721 shares of common stock; On September 9, 2020, principal of $50,000 and accrued interest of $4,417 were converted at a price of $0.0153 per share into 3,556,645 shares of common stock; and on September 25, 2020, principal of $50,000 and accrued interest of $4,683 were converted at a price of $0.0153 per share into 3,574,074 shares of common stock.

On January 2, 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 three months ended March 31, 2020, the~~The Company charged the amount of ~~$33,676~~$69,342 to operations in connection with the vesting of stock granted to its officers and board members; the Company also charged the amount of ~~$7,072~~$128,714 to operations in connection with the vesting of options granted to officers, board members and ~~board members.~~employees.

~~Also during the three months ended~~On March ~~31,~~2, 2020, the Company entered into agreements to issue 500,000 options to each of four consultants (a total of 2,000,000 options). The options have a fair value of $20,930 per consultant (a total of $83,720). These agreements will become effective April 6, 2020, at which time the Company will begin to charge the value of these options to operations. The Company valued these options using the Black-Scholes valuation model.

~~Also, during the three months ended March 31, 2020, the~~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) on January 29, 2020, 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) on February 19, 2020, 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.

On August 27, 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.

Common Stock Transactions During the ~~Three~~Nine Months Ended ~~March 31, 20~~19September 30, 2019

~~During the three months ending March 31, 2019, the~~The Company issued 200,000 restricted shares of the Company’s common stock at valued $17,480 in exchange for services conducted on behalf of the Company. The value of these shares was based on the closing market price on the respective date of grant.

~~Also during~~The Company issued 2,975,000 shares of common stock to employees, subject to vesting provisions, pursuant to employment agreements. The par value of these shares in the ~~three months ended March 31, 2019, the~~amount of $29,750 was credited to paid-in capital.

The Company charged the amount of $2,875 to additional paid-in capital in connection with the vesting of stock granted to its President.

~~Also during the three months ended March 31, 2019, the~~The Company issued, in ~~seven~~twenty-four transactions, a total of ~~1,918,625~~14,394,002 shares in connection with the conversion of notes payable principal, ~~and~~ accrued interest and fees in the aggregate ~~amount~~amounts of ~~$86,000~~$368.882, $26,330, and ~~$4,260,~~$1,500, respectively; a loss in the aggregate amount of ~~$99,724~~$161,458 was recognized on these transactions.

~~Also during the three months ended March 31, 2019, the~~The Company cancelled ~~400,000~~an aggregate 700,000 shares of common stock issued to a former executive ~~officer.~~officers.

The Company issued 1,401,224 shares of common stock in connection with the settlement of a note payable in the amount of $74,104. The Company recorded a loss in the amount of $26,924 in connection with this transaction.

~~The Company has~~We are authorized ~~100,000,000 shares of Preferred Stock. At March 31, 2020, designations have been filed for the issuance of up~~ to ~~400,000 shares of its Series X preferred stock, and for the issuance of up to 500,000 shares of its Series A Preferred stock.~~issue:

~~The Company has~~We issued 4,800 and 0 shares of ~~its 10%~~our 12% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Series A Preferred Stock”) as of ~~March 31,~~September 30, 2020 and December 31, 2019, respectively. The Series A Preferred Stock has a par value of $0.01 per share, no stated maturity, a liquidation preference of $25.00 per share, and ~~will~~is 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 A Preferred Stock. The Series A Preferred Stock is not redeemable prior to ~~November 4, 2020.~~December 31, 2022. The Series A Preferred Stock ~~will rank senior to all classes of the Company’s common stock and~~ will accrue dividends at the rate of ~~10%~~12% on $25.00 per share.

The ~~Company reserves the right to pay the dividends~~designation includes, among other terms, that:

Series A Preferred Stock Transactions During the ~~Three~~Nine Months Ended ~~March 31,~~September 30, 2020

On March 2, 2020, the Company issued 4,800 shares of its Series A Preferred Stock to four individuals with certain skills and know-how to assist the Company in the development of its newly-formed subsidiary ~~My Care,~~The Good Clinic, LLC. The Company has valued these shares at $71,558 or approximately $14.91 per share based upon an analysis performed by an independent valuation consultant. During the ~~three~~nine months ended ~~March 31,~~September 30, 2020, the Company accrued dividends in the amount of ~~$967~~$6,967 on the Series A Preferred Stock. At ~~March 31,~~September 30, 2020, dividend payable on the Series A Preferred Stock was ~~$967.~~$6,967. At ~~March 31,~~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 ~~39,534~~214,898 shares of common stock based upon the average price of ~~$0.02446~~$0.03242 per share for the five day period ended ~~March 31,~~September 30, 2020.

The Company has ~~issued~~ 26,227 shares of its 10% Series X Cumulative Redeemable Perpetual Preferred Stock (the “Series X Preferred Stock”) outstanding as of ~~March 31,~~September 30, 2020 and December 31, ~~2019 and 2018.~~2019. 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 ~~will accrue~~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. ~~The~~Each one share of the Series X Preferred Stock ~~will have “super” voting rights such that each share of Series X Preferred Stock will be~~is entitled to 20,000 ~~votes. The Series X Preferred Stock has~~votes on all matters submitted to a ~~fair value~~vote of ~~$34.73 as determined by the Company’s independent valuation consultant.~~our shareholders.

Series X Preferred Stock Transactions During the ~~Three~~Nine Months Ended ~~March 31,~~September 30, 2020

During the ~~three~~nine months ended ~~March 31,~~September 30, 2020, the Company accrued dividends in the amount of ~~$16,392~~$49,176 on the Series X Preferred Stock. At ~~March 31,~~September 30, 2020, dividend payable on the Series X Preferred Stock was ~~$16,392.~~$49,176. At ~~March 31,~~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 ~~670,158~~1,516,841 shares of common stock based upon the average price of ~~$0.02446~~$0.03242 per share for the five day period ended ~~March 31,~~September 30, 2020.

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

Transactions involving stock options ~~issued, exercised and cancelled~~ are summarized as follows:

	Shares		Weighted- Average Exercise Price ($)		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value ($)		Shares			Weighted- Average Exercise Price ($)
Outstanding at December 31, 2018		67,879	$	21.40		4.17	$	-		67,879		$	21.40
Granted		-		-		-		-		-			-
Cancelled		-		-		-		-		-			-

Outstanding at December 31, 2019		67,879	$	21.40		3.17	$	-		67,879		$	21.40

Granted		8,500,000	$	0.05		9.93		-		11,200,000		$	0.05
Cancelled		-		-		-		-		(1,500,000	)		0.05
Outstanding at March 31, 2020		8,567,879	$	0.22		9.86	$	-
Outstanding at September 30, 2020										9,767,879		$	0.20

Exercisable at March 31, 2020		67,879	$	21.40		2.92	$	-
Exercisable at September 30, 2020										1,301,213		$	1.16

At ~~March 31,~~September 30, 2020, the total stock-based compensation cost related to unvested awards not yet recognized was ~~$331,201.~~$253,582.

The Company valued warrants and stock options during the nine months ended September 30, 2020 and 2019 using the Black-Scholes valuation model utilizing the following variables:

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

Subsequent to the restructuring of the Company and the spin-out, the Company had warrants to purchase common stock outstanding that were not terminated and have continued as part of the operations as detailed below. The warrants were adjusted for a one for 101 stock split due to the spin-out and restructuring plan as authorized. All warrants outstanding as of March 31, 2019 are scheduled to expire at various dates through 2019. A summary of warrants issued, exercised and expired are as follows:

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

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

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

On ~~September 23, 2016, the Company settled this obligation with an agreement to pay $48,500 to NCSE if paid by November 4, 2016, and $75,000 if paid later. At March 31,~~August 18, 2020, the Company ~~had not paid these amounts~~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 ~~has recorded~~intends to vigorously defend against the ~~obligation at $75,000 at March 31, 2020.~~ allegations.

Effective October 19, 2020, the Company entered into ~~a further settlement~~an agreement ~~with NCSE whereby~~to lease approximately 3,038 square feet of retail space from LMC NE Minneapolis Holdings, Inc. for purposes of operating its first medical clinic (the “LMC Lease”). The lease has an initial term of 90 months at the following rates: Months 1 to 24 - $5,317 per month; months 25 to 36 - $5,443 per month; months 37 to 48 - $5,570 per month; months 49 to 60 - $5,696 per month; months 61 to 72 - $5,823 per month; months 73 to 90 - $5,949 per month. The LMC Lease also provides the Company ~~paid $5,000 in cash~~with renewal options for ~~full settlement and release of all obligations. As such the Company has no further obligation to NCSE; this settlement will be recorded during the three~~ months ~~ending June 30, 2020. See note 9.~~91 through 150.

This action was filed on May 18, 2017 by a law firm that represented the Company prior to the spin-out of the educational software business in 2016 with the intent of collection past due invoices in the aggregate amount of $241,828. The Company believes it has defenses against any such action. The Company has recorded a liability in the amount of $266,319 on its balance sheet at March 31, 2020.

On May 15, 2020 the Company entered into a settlement agreement with Carlton Fields whereby the Company paid $30,000 in cash for full settlement and release of all obligations. As such the Company has no further obligation to Carlton Fields; this settlement will be recorded during the three months ending June 30, 2020. See note 9.

~~On April 8,~~October 29, 2020, the Company entered into a convertible redeemable note agreement with Eagle Equities, LLC in the amount of ~~$100,000~~$114,400 (the “Eagle Equities Note 5)9). The Eagle Equities Note 59 bears interest at the rate of 12% per annum, is convertible into the Company’s common stock at any time after 180 days from the date of the note, and is due ~~April 8,~~October 29, 2021.

On ~~April 13,~~October 6, 2020, the Company ~~paid~~issued 3,586,057 shares of common stock at a price of $0.0153 per share pursuant to the ~~amount~~conversion of ~~$84,231~~$50,000 of principal and $4,867 of accrued interest in ~~full settlement of the Power Up~~Eagle Equities Note ~~12 in the principal amount of $53,000.~~2.

On April 23, 2020, the Company received approval from FINRA for a previously disclosed change in our corporate identity, and a new stock symbol. The new name of the Company is “Mitesco, Inc.”, and the new stock symbol “MITI” will replace the previous stock symbol “TNTY” on the OTC-QB Market. The new CUSIP number will be 60672T107, superseding the previous CUSIP 89786C106.

On May 4, 2020, the Company received loan proceeds in the amount of approximately $460,000 under the Paycheck Protection Program (“PPP”). The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business plus Economic Injury Disaster Loan amounts. The loans and accrued interest are forgivable after sixty days as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the sixty-day period.

The unforgiven portion of the PPP loan is payable over two years at an interest rate of 1%, with a deferral of payments for the first six months. The Company intends to use the proceeds for purposes consistent with the PPP. While the Company currently believes that its use of the loan proceeds will meet the conditions for forgiveness of the loan, we cannot assure you that we will not take actions that could cause the Company to be ineligible for forgiveness of the loan, in whole or in part.

On May 13, 2020, the Company paid in full the Power Up Note 13 with a payment in the amount of $115,980, including principal of $73,000 and all accrued interest. There are no further notes outstanding with Power Up Lending, LTD. The Company has plans in place to eliminate all discounted convertible notes.

~~On May~~October 15, 2020, the Company ~~entered into~~issued 3,471,690 shares of common stock at a ~~settlement agreement with NCSE, who had a judgment in their favor in the amount~~price of ~~$75,000. Pursuant~~$0.01566 per share pursuant to the ~~settlement agreement, the Company paid $5,000~~conversion of $50,000 of principal and $4,367 of accrued interest in ~~cash for full settlement and release of all obligations. As such the Company has no further obligation to NCSE; this settlement will be recorded during the three months ending June 30, 2020.~~Eagle Equities Note 3.

On ~~May 15,~~October 29, 2020, the Company ~~entered into~~issued 4,439,024 shares of common stock at a ~~settlement agreement with Carlton Fields, who had a judgment in their favor and whose liability was recorded on the Company’s balance sheet in the amount~~price of ~~$266,319. Pursuant~~$0.0123 per share pursuant to the ~~settlement agreement, the Company paid $30,000~~conversion of $50,000 of principal and $4,600 of accrued interest in ~~cash for full settlement and release of all obligations. As such the Company has no further obligation to Carlton Fields; this settlement will be recorded during the three months ending June 30, 2020.~~ Eagle Equities Note 3.

~~In May~~On November 11, 2020, the Company ~~amended the MyCare APA to add the following consideration: 6,000 3-year warrants~~issued 3,259,369 shares of common stock at ~~an exercise~~a price of ~~$0.15,~~$0.0111 per share pursuant to the conversion of $33,000 of principal and ~~6,000 3-year warrants at an exercise price~~$3,179 of ~~$0.30. The fair value~~accrued interest in Eagle Equities Note 3.

On November 10, the Company amended its bylaws to increase the number of members of its Board of Directors to up to 10 members and eliminate cumulative voting for the election of directors.

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

The information contained in this Quarterly Report is not a complete description of our business or the risks associated with an investment in our common stock. We urge you to carefully review and consider the various disclosures made by us in this Quarterly Report and in our other reports filed with the U.S. Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the fiscal year ended December 31, ~~201~~92019 and subsequent reports on Form 8-K, which discuss our business in greater detail. Unless the context indicates otherwise, the “Company”, “we”, “us”, and “our” in this Item 2 and elsewhere in this Quarterly Report refer to Mitesco, Inc., a Delaware corporation, and its consolidated subsidiaries.

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

The following discussion and analysis should be read in conjunction with the financial statements and notes thereto appearing elsewhere ~~herein.~~in this Form 10-Q.

~~We have~~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 ~~a suite of offerings aimed at enhancing healthcare throughout the supply chain as well as to consumers. We intend~~stage company seeking to acquire ~~and implement technologies and services~~compounding pharmacy businesses. As a part of such restructuring, we completed a “spin out” transaction of our former business. On April 24, 2020, we changed our name to ~~improve the quality of care, reduce cost, and enhance consumer convenience. We are~~Mitesco, Inc.

During 2020, our operations have focused on ~~developing~~establishing medical clinics utilizing nurse practitioners under The Good Clinic name and development and acquisition of telemedicine technology. In March of 2020, we formed The Good Clinic LLC, a ~~portfolio~~Colorado limited liability company for our clinic business. We entered into an agreement with four senior executives from Minute Clinic James Woodburn, Kevin Lee Smith, Michael Howe and Rebecca Hafner-Fogarty ( the “Sellers”) with the skills and know-how to assist the Company in the establishment of ~~companies that provide healthcare~~a series of clinics utilizing nurse practitioners and telemedicine technology ~~solutions and~~in States where full practice authority for nurse practitioners is supported. We issued 4,800 shares of our Series A Preferred Stock to these individuals as compensation. We valued the management team is seeking to develop long-term organizational value though these acquisitions and internal development. We believe the holding company structure will facilitate profitable growth and should enable the acquired business to focus on scale. The goal4,800 shares of the Company’s portfolio of companies is to apply leading-edge solutions that emphasize stakeholder value and leverages distinct sector trends. Sectors of interest include artificial intelligence (AI), population health management, data gathering solutions, electronic health records optimization, healthcare IT solutions, virtual care & care augmentation, and predictive analytics. The Company has formed a holding company structure for both its acquired assets in the United States and Europe, designed to support efficiencies around taxation, legal, and economies of scale in administrative functions.Series A Preferred Stock at $71,558 or approximately $14.91 per share based upon an analysis performed by an independent valuation consultant.

At September 30, 2020 and November 2, 2020, we had cash on hand for our operations of $101,660 and $104,725. We ~~have recently implemented a corporate structure that we believe~~ will ~~allow us~~seek to ~~expand into international markets. We now have a wholly owned subsidiary in Dublin, Ireland, Acelerar Healthcare Holdings, Inc.,~~fund our operations by offering debt and intend to use that location as a base for European operations. In the European community the investment in healthcare technology has been significant. In many cases, even more robust than in the North American markets. We believe that as a result of expected low economic growth in the European community, a number of businesses 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. If these assumptions prove correct, the cost of international expansion for these businesses could be limited to marketing and product support.equity securities.

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

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

Our business during 2018, and going through 2019, was focused in the area of software and solutions in the healthcare sector, generally described as the healthcare technology (health-tech) market. Our initial implementation of “SimpleHIPAA”, and “SimpleHIPAA for Vets and Pets”, is intended to include data from pharmacy and prescribers, generated at the time a prescription is written. This information will be embedded inside the application and made available to the end user from both the healthcare provider and from the pharmacy. While providing a starting point for tracking healthcare information for the end user, it also establishes a communications method between the end user, the healthcare provider, and the pharmacy. This communications channel, often thought of as “telemedicine” can allow the end user to provide feedback to the healthcare provider, the pharmacy, or other parties of the end user’s choice. During the fourth quarter of 2019 we installed the solution at our first site and established a reseller agreement with that client so that they can sell the application under their own brand and create a revenue stream for the Company without further investment in cost of sales. This is a non-exclusive arrangement and we may choose to establish similar relationships with other providers in the marketplace in the future. We do not intend to build out a direct sales and marketing team for this product set, rather we intend to license the product to others who will sell and install the products.

Our holding company organization is small, and we intend to endeavor to keep the team small in number so that we are nimble to move to capitalize on opportunities, and to keep our overhead relatively low. We currently have 3 employees and a few consultants and advisors. While we do intend to add additional members to the senior management team in finance, marketing and technology, we do not expect a large-scale organization at the public holding company level in the near term. Further, if we are fortunate enough to find high quality advisors, we believe we will be better able to control the fully weighted cost of public company operations, when compared to a larger, internal staffing approach.

All of our future plans are contingent on recruiting sufficient capital to provide for both our public company overhead, and to fund the acquisitions and growth needs of the target acquisitions. If we are unsuccessful in our funding efforts, the plans may stall, and even the limited overhead of the Company may require reductions.

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

For the three months ended ~~March 31,~~September 30, 2020, there were no significant changes to our critical accounting policies and estimates from those disclosed in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

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

The following period-to-period comparisons of our financial results are not necessarily indicative of results for the current period or any future period. Our software, systems and consulting operations activities have become our primary focus, along with engagement with our new and potential user base. This change in our operations will have and is expected to continue to have a significant impact on our financial results.

In this discussion of our results of operations and financial condition, amounts, other than per-share amounts, have been rounded to the nearest thousand dollars.

Our total operating expenses for the three months ended ~~March 31,~~September 30, 2020 were ~~$496,494.~~$608,000. For the comparable period in 2019, the operating expenses were ~~$221,251.~~$433,000. Operating expenses for the three months ended ~~March 31,~~September 30, 2020 were composed primarily of ~~$192,511~~$183,000 in payroll and payroll taxes, including ~~$119,986~~$99,000 in non-cash compensation; ~~$89,538~~$139,000 in legal and professional fees; ~~$64,458~~$123,000 in consulting fees, ~~$21,000~~$40,000 in board of director fees; ~~$18,271~~$81,000 in marketing and public relations; ~~$17,687~~31,000 in office and facilities costs; and $10,000 in insurance costs. Operating expenses for the three months ended September 30, 2019 were comprised primarily of $237,000 in payroll, including $112,000 in non-cash compensation; $135,000 in consulting fees, $30,000 in legal and professional fees; $7,000 in office and facilities costs; $5,000 in marketing and ~~$14,889~~public relations; $17,000 in ~~travel~~travel; and $2,000 of insurance costs.

Interest expense was ~~$190,128~~$537,000 for the three months ended ~~March 31,~~September 30, 2020, compared to ~~$160,397~~$832,000 for the three months ended ~~March 31,~~September 30, 2019. Interest expense for the three months ended September 30, 2020 consisted of ~~$30,822~~$36,000 accrued on notes payable; ~~$781~~$1,000 of interest on a credit card; ~~$98,278~~$399,000 amortization of the discount on convertible notes payable; and ~~$36,433~~$83,000 of excess value of ~~derivative. We also recognized $23,814~~derivative, and $18,000 of financing costs. Interest expense for the three months ended September 30, 2019 consisted of $344,000 in amortization of the discount on convertible debt; $460,000 of excess value of derivative; $22,000 of accrued interest; $4,000 of accrued interest to related parties, and $2,000 of interest ~~expense in connection with a prepayment penalty~~imputed on ~~a note payable.~~related party debt.

During the three months ended ~~March 31,~~September 30, 2020, we recorded a gain on settlement of accounts payable in the amount of ~~$42,292; there was no comparable transaction~~$49,000, compared to $50,000 in the prior period.

During the three months ended ~~March 31, 2020, we recorded a gain on settlement of warrants $259,947; there was no comparable transaction in the prior period.~~

~~During the three months ended March 31,~~September 30, 2020, we recorded a gain on revaluation of derivative liabilities in the amount of ~~$236,422;~~$52,000, compared to a loss on revaluation of derivative liabilities of $69,000 in the prior period.

During the three months ended September 30, 2020, we did not recognize any gains or losses on the conversion of notes payable, compared to a loss on conversion of notes payable of $3,000 in the prior period.

During the three months ended September 30, 2020, we recognized a gain on the conversion of accrued salary in the amount of $7,000; there was no comparable transaction in the prior period.

For the three months ended ~~March 31,~~September 30, 2020, the Company had a net loss of ~~$147,961~~$1,037,000, or a net loss per share, basic and diluted of ($0.01), compared to a net loss of ~~$481,372~~$1,288,000, or a net loss per share, basic and diluted of ($0.03), for the three months ended ~~March 31,~~September 30, 2019.

Our total operating expenses for the nine months ended September 30, 2020 were $1,730,000. For the comparable period in 2019, the operating expenses were $881,000. 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.

Our total operating expenses for the nine months period ended September 30, 2019 comprised primarily of compensation expense of $365,000 in payroll and payroll taxes, including $155,000 of non-cash compensation; consulting fees of $281,000, legal and professional fees of $114,000, travel of $54,000, insurance costs of $28,000; marketing and public relations of $24,000, and office and facilities costs of $15,000.

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

Interest expense was $1,124,000 for the nine months ended September 30, 2020, compared to $1,157,000 for the nine months ended September 30, 2019. Interest expense consisted of $102,000 accrued on notes payable; $3,000 of interest on a credit card; $781,000 amortization of the discount on convertible notes payable; and $130,000 of excess value of derivative, and $18,000 in financing costs. We also recognized $90,000 of interest expense in connection with a prepayment penalty on a note payable. Interest expense for the nine months ended September 30, 2019 consisted of $604,000 of amortization of the discount on convertible debt, $460,000 of excess value of derivative, $56,000 of accrued interest, $3,000 of credit card interest; $7,000 of interest imputed on related party debt, $16,000 of prepayment penalties on notes payable, and $11,000 of interest accrued on related party debt.

During the nine months ended September 30, 2020, we recorded a gain on settlement of accounts payable in the amount of $398,000, compared to a gain on settlement of accounts payable in the amount of $50,000 in the prior period.

During the nine months ended September 30, 2020, we recorded a gain on revaluation of derivative liabilities in the amount of $498,000, compared to a loss on revaluation of derivative liabilities in the amount of $70,000 in the prior period.

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

During the nine months ended September 30, 2020, we did not recognize any gains or losses on the conversion of notes payable, compared to a loss on conversion of notes payable of $161,000 in the prior period.

During the nine months ended September 30, 2020, we recognized a gain on settlement of warrants in the amount of $235,000; there were no comparable transactions in the prior period.

During the three months ended September 30, 2020, we recognized a gain on the conversion of accrued salary in the amount of $7,000; there was no comparable transaction in the prior period.

For the nine months ended September 30, 2020, the Company had a net loss of $1,948,000, or a net loss per share, basic and diluted of ($0.02) compared to a net loss of $2,246,000, or a net loss per share, basic and diluted of ($0.06), for the nine months ended September 30, 2019.

We have financed our operations through the sale of convertible debt and equity securities. As of ~~March 31,~~September 30, 2020, we had a working capital deficit of ~~$2,139,937.~~$2,615,000.

During the ~~three~~nine months ending ~~March 31,~~September 30, 2020, the Company had net cash used in operating activities of ~~$402,375.~~$1,192,000. This consisted of Company’s net loss of ~~$147,961,~~$1,948,000, offset by depreciation expense of ~~$393,~~$1,000, derivative expense of ~~$36,433,~~$126,000, amortization of discount on notes payable of ~~$98,278,~~$786,000, amortization of loan fees in the amount of $18,000, and non-cash compensation in the amount of ~~$119,986; offset~~$259,000; and increased by a gain on settlement of accounts payable of ~~$42,292;~~$399,000, gain on revaluation of derivative liabilities of ~~$236,422,~~$498,000, and gain ~~o settlement~~on conversion of ~~warrants~~accrued salary of ~~$259,947.~~$7,000. The Company’s cash position was also increased by a net change in the components of working capital in the amount of ~~$29,157.~~

$470,000. The Company had cash provided by financing activities in the amount of ~~$330,000,~~$1,192,000, consisting of ~~$375,000~~proceeds from ~~the issuance of~~ notes payable in the amount of $1,381,000, offset by principal payments on notes payable in the amount of ~~$45,000.~~$171,000.

During the nine months ending September 30, 2019, the Company had net cash used in operating activities of $418,000. This consisted of Company’s net loss of $2,246,000, offset by a loss on conversion of notes payable of $161,000, loss on legal settlement of $27,000, imputed interest expense of $7,000, amortization of the discount on notes payable of $604,000, stock-based compensation in the amount of $155,000, derivative expense of $460,000, and loss on revaluation of derivative liabilities in the amount of $70,000, offset by a gain on settlement of accounts payable of $50,000. The Company’s cash position was also increased by the net change in the components of working capital in the net amount of $394,000. The Company had cash provided by financing activities in the amount of $418,000 which consisted of the proceeds of notes payable in the amount of $428,000, less principal payments in the amount of $10,000.

The following securities are currently in default: the Company’s Series C Debenture, in the principal and accrued interest amounts of $111,000 and $66,000, respectively; and the November 2014 Convertible Debenture (Series D), in the principal and accrued interest amounts of $11,000 and $8,000, respectively.

There were no investing activities during the ~~three~~nine months ended ~~March 31,~~September 30, 2020 or 2019.

On May 4, 2020, the Company received a loan in the amount of $460,406 from the United States Small Business Administration under the Payroll Protection Program. Subsequent to June 30, 2020, the Company determined that errors had been made in the application submitted to obtain this loan. On July 21, 2020, Bank of America notified the Company in writing that it should not have received $440,000 of the loan proceeds, representing an amount for the refinancing of an Economic Injury Disaster Loan; the Company never applied for and never received an Economic Injury Disaster Loan. Bank of America has required that the Company remit such funds back to Bank of America. The Company is currently 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.

Based on our current assessment, we do not expect any material impact on our long-term liquidity due to the COVID-19 pandemic. However, we will continue to assess the effect of the pandemic on our operations. The extent to which the COVID-19 pandemic will impact our 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 our ability to access capital, which could in the future negatively affect our liquidity. In addition, a recession or market correction resulting from the spread of COVID-19 could materially affect our business and the value of our common stock.

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

On ~~April 23,~~October 19, 2020, we signed a lease with Lennar Corp. for the location of our first The Good Clinic which is expected to open the clinic in the first quarter of 2021 in Minneapolis, MN.

In January 2020, the Company completed a change of its corporate name from True Nature Holding, Inc. to Mitesco, Inc. The change was approved by FINRA along with a symbol change from “TNTY” to “MITI”. All references to True Nature Holding, Inc. shall mean Mitesco, Inc. and in various locations in this document we have noted Mitesco, Inc. F.K.A. (“formally known as”) True Nature Holding. Inc. The change is the name was for corporate marketing purposes only and there have been no material changes in the Company, its mission, management, structure or legal standing.

On March 3, 2020 the Company announced that it is opening a new business aimed at empowering nurse practitioners to have their own independent primary care clinics in states where full practice authority for nurse practitioners is supported. The business assets that become the new venture were developed by a group of senior healthcare executives who previously brought to scale the business known as Minute Clinic, now a part of CVS. The Company completed the acquisition effective March 3, 2020, and the new venture is formalized through the formation of a subsidiary named MyCare, LLC, and will be based in Minneapolis, Minnesota.

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

In August of 2020, we engaged a Placement Agent to raise on a best efforts basis up to $25 million from the sale of our securities (the “Offering”). We agreed to pay the Placement Agent a fee of $5,000, commissions equal to 7% of the aggregate proceeds of the Offering, a 3% non-accountable expense allowance and warrants (“Warrants”) to purchase for an aggregate consideration of $1.00, such amount of Common Stock and Series A Preferred Stock equal to 3% of the aggregate number of shares, respectively, sold in the Offering.

As of the end of the period covered by this report (the "Evaluation Date"), we carried out an evaluation regarding the three months ended ~~March 31,~~September 30, 2020, under the supervision and with the participation of our management, including our Chief Executive Officer and Interim Chief Financial Officer who is also serving as our Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based upon this evaluation, our management concluded that, as of the Evaluation Date, our disclosure controls and procedures were not effective to provide reasonable assurance that (i) information required to be disclosed in the reports that are filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified by the SEC's rules and forms, and ~~that our disclosure controls and procedures are designed to ensure that~~(ii) information required to be disclosed by the Company in the reports that ~~we file~~it files or ~~submit~~submits under the Exchange Act is accumulated and communicated to ~~our~~the Company’s management, including ~~our Chief Executive Officer~~its principal executive and ~~Interim Chief Financial Officer,~~principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management believes the Company's disclosure controls and procedures are not effective because of the small size of the Company's accounting staff which may prevent adequate controls, such as segregation of duties, which is due to the cost/benefit associated with such remediation. To address the material weaknesses, the Company performed additional analysis and other procedures in an effort to ensure our condensed consolidated financial statements included in this Quarterly Report have been prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Quarterly Report on Form 10-Q fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

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

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

During the three months ended ~~March 31,~~September 30, 2020, there were no changes that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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

This action was filed on December 16, 2015 by the National Council for Science and the Environment, Inc. (“NCSE”) in the state court in the District of Columbia against Trunity Holdings, Inc. (“Trunity”) and alleges claims for breach of contract. Acknowledgement of indebtedness and settlement agreement and quantum merit arising out of an agreement entered into between NCSE and Trunity in 2014. The complaint seeks damagesOn May 4, 2020, we received a loan in the amount of ~~$177,270, inclusive of attorney’s fees, costs and accrued interest, continuing interest~~$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 ~~amount~~application submitted to obtain the loan. On July 21, 2020, Bank of 12% per annum and attorney’s fees and costs of collection relating to the case. The Company, in its answer dated January 27, 2016, denied the material allegations made by NCSE, asserted a number of affirmative defenses and filed a counterclaim alleging claims for fraud, negligent misrepresentation, breach of fiduciary duty, breach of contract and unjust enrichment. In its counterclaim, the Company sought actual and compensatory damages against NCSE that it believes exceed the amount sought by NCSE on its claims, pre-judgment interest, punitive damages and all costs and expenses, including attorney’s fees, incurred byAmerica notified the Company in ~~bringing its claims against NCSE.~~writing that it should not have received $440,000 of the loan proceeds, representing an amount for the refinancing of an Economic Injury Disaster Loan which 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.

On September 23, 2016, the Company settled this obligation with an agreement to pay $48,500 to NCSE if paid by November 4, 2016, and $75,000 if paid later. The Company has not paid the amounts as of the date of this filing and has recorded the obligation at $75,000.

On May 15, 2020 the Company entered into a settlement agreement with NCSE whereby the Company paid $3,000 in cash for full settlement and release of all obligations. As such the Company has no further obligation to NCSE; this settlement will be recorded during the three months ending June 30, 2020.

On May 15, 2020 the Company entered into a further settlement agreement with Carlton whereby the Company paid $30,000 in cash for full settlement and release of all obligations. As such the Company has no further obligation to Carlton; this settlement will be recorded during the three months ending June 30, 2020. See note 9.

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

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 future 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.

~~Our~~We are in the early stages of our present business plan and ~~operations are likely~~have a limited or no historical performance for you to ~~be adversely affected by the evolving~~base an investment decision upon, and ~~ongoing COVID-19 global pandemic.~~we may never become profitable.

We have only a limited history and a new business plan upon which an evaluation of our prospects and future performance can be made. Our ~~business and~~planned operations are ~~likely~~subject to all business risks associated with new companies. The likelihood of our success must be ~~adversely affected by the effects~~considered in light of the ~~recent~~problems, expenses, difficulties, complications, and ~~evolving COVID-19 virus, which was declared by~~delays frequently encountered in connection with the ~~World Health Organization~~establishment of a new business, operation in a competitive industry. There is a possibility that we could sustain losses in the future. There can be no assurances that we will ever operate profitably.

There is substantial doubt about our ability to continue as a ~~global pandemic. The COVID-19 pandemic has resulted in travel~~going concern as a result of our limited operating history and ~~other restrictions in order~~financial resources, and if we are unable to reduce the spread of the disease, including state and local orders across the United States that, among other things, direct individuals to shelter at their places of residence, direct businesses and governmental agenciesgenerate significant revenue or secure financing, we may be required to cease ~~non-essential operations at physical locations, prohibit certain non-essential gatherings and events and order cessation of non-essential travel.~~or curtail our operations.

~~Remote work policies, quarantines, shelter-in-place~~We have a long history of losses and ~~similar government orders, shutdowns or other restrictions on~~incurred net losses of $1.9 million, $3,885,662 and $1,415,153 for the ~~conduct~~9 months ended September 30, 2020 and years ended December 31, 2019 and 2018, respectively. We have nominal revenues from our operations. The Report of ~~business operations related~~our Independent Registered Public Accounting Firm issued in connection with our audited financial statements for the calendar year ended December 31, 2019 expressed substantial doubt about our ability to continue as a going concern, due to the ~~COVID-19 pandemic~~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 ~~negatively impact~~not be able to pay our ~~business.~~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.

~~The spread~~We are dependent upon the sale of ~~COVID-19,~~our securities to implement the initial stages of our business plan.

We have nominal revenues from operations. We require capital to implement and finance our plan of operations, which ~~has caused~~includes the establishment and operation of care clinics. We have no definitive agreements obligating any party to provide financing to us. If we receive only a ~~broad impact globally,~~fraction of the funding needed, or if certain assumptions of our management prove to be incorrect, we may ~~materially affect us economically. While the potential economic impact brought by,~~have inadequate funds to fully implement our business and ~~the duration of, COVID-19~~may need additional equity or debt financing or other capital investments to fully implement our business plans.

We need additional capital to fund our operations and cannot assure you that we will be able to obtain sufficient capital on reasonable terms or at all, and we may be ~~difficult~~forced to ~~assess~~limit the scope of our operations.

We need additional capital to implement and fund our operations. We will require approximate net proceeds of $650,000 to open one clinic and an additional $200,000 to $250,000 to operate the clinic for a period of one year. If we are not able to obtain adequate financing on reasonable terms or ~~predict,~~if it is not available at all, we will be unable to open and acquire medical clinics and we would have to modify our business plans accordingly. The extent of our capital needs will depend on numerous factors, including (i) the availability and terms of any financing available to us; (ii) the opening of medical clinics by our competitors in the geographic areas where we plan to operate; (iii) the level of our investment in research and development; (iv) the amount of our capital expenditures, including acquisitions; and (v) regulations applicable to our operations. We cannot assure you that we will be able to obtain capital in the future to meet our needs. Even if we do find a ~~widespread pandemic~~source of additional capital, we may not be able to negotiate terms and conditions for receiving the additional capital that are acceptable to us. Any future capital investments could dilute or otherwise materially and adversely affect the holdings or rights of our existing stockholders. In addition, new equity or convertible debt securities issued by us to obtain financing could have rights, preferences and privileges senior to our Common Stock. We cannot give you any assurance that any additional financing will be available to us, or if available, will be on terms favorable to us.

We do not have cash flow to support our future operations and capital requirements.

We have no cash flow from operations. Whether we can achieve cash flow to support our operations in the future cannot be accurately predicted. Unless such cash flow levels are achieved, we may need to borrow additional funds or sell debt or equity securities, or some combination thereof, to provide funding for our operations. Such additional funding may not be available on commercially reasonable terms, or at all. If adequate funds are not available when needed, our financial condition and operating results would be materially and adversely affected and we may not be able to operate our business without significant changes in our operations, or at all.

We have debt obligations in the amount of approximately $2.6 million as of September 30, 2020, including certain convertible notes that mature between October 2020 and February 2021 of approximate $900,000 face value. Further we may incur additional debt obligations in the future without notice to our shareholders or investors. A portion of our present and any future indebtedness will have to be dedicated to the payment of principal and interest on such indebtedness. Typical loan agreements also might contain restrictive covenants, which may impair our operating flexibility. Such loan agreements would also provide for default under certain circumstances, such as failure to meet certain financial covenants. A default under a loan agreement could result in ~~significant disruption~~the loan becoming immediately due and payable and, if unpaid, a judgment in favor of ~~global~~such lender which would be senior to the rights of our other stockholders. A judgment creditor would have the right to foreclose on any of our assets which would have a material adverse effect on our business, operating results and financial ~~markets, reducing~~condition.

We may incur additional debt in the future which may contain restrictive covenants and impair our operating flexibility.

If we incur additional indebtedness in the future, a portion of the cash flow we generate, if any, will be dedicated to the payment of principal and interest on outstanding indebtedness. Typical loan agreements also might contain restrictive covenants, which may impair our operating flexibility. Such loan agreements would also provide for default under certain circumstances, such as failure to meet certain financial covenants. A default under a loan agreement could result in the loan becoming immediately due and payable and, if unpaid, a judgment in favor of such lender which would be senior to the rights of our stockholders. A judgment creditor would have the right to foreclose on our limited assets resulting in a material adverse effect on our business, operating results and financial condition.

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, in excess of 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. 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 particular 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.

We are in an intensely competitive industry and there is no assurance we will be able to complete with our competitors who have greater resources than us.

While the telehealth market is in an early stage of development, it is competitive and we expect it to attract increased competition, which could make it difficult for us to succeed. We also expect to face competition for our planned medical clinics using nurse practitioners. We currently face competition in the telehealth industry from a range of companies, including specialized software and solution providers that offer similar solutions, often at substantially lower prices, and that are continuing to develop additional products and becoming more sophisticated and effective. In addition, large, well-financed health systems have in some cases developed their own telehealth tools and may provide these solutions to their customers and patients at discounted prices. The surge in interest in telehealth, and in particular the relaxation of HIPAA privacy and security requirements, has also attracted new competition from providers who utilize consumer-grade video conferencing platforms such as Zoom and Twilio. Competition from large software companies or other specialized solution providers, communication tools and other parties could result in continued pricing pressures, which is likely to lead to price declines in certain product segments, which could negatively impact our sales, profitability and market share. The market for healthcare solutions including walk-in clinics and services is intensely competitive. We compete in a highly fragmented primary care market with direct and indirect competitors that offer varying levels of impact to key stakeholders such as patients and employers. Our competitive success is contingent on our ability to ~~access capital, which could~~simultaneously address the needs of key stakeholders efficiently and with superior outcomes at scale compared with competitors. We compete with walk-in clinics, traditional healthcare providers and medical practices, technology platforms, care management and coordination, digital health, telehealth and telemedicine and health information exchange. Competition in our market involves rapidly changing technologies, evolving regulatory requirements and industry expectations, frequent new product and service introductions and changes in customer and patient requirements. If we are unable to keep pace with the evolving needs of patients and continue to develop and introduce new applications and services in a timely and efficient manner, demand for our solutions and services may be reduced and our business and results of operations would be harmed.

Because we are a new business, our competitors may have greater name recognition, longer operating histories and significantly greater resources than we do. Further, our current or potential competitors may be acquired by third parties with greater available resources. As a result, our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards or customer and patient requirements and may have the ability to initiate or withstand substantial price competition. In addition, current and potential competitors have established, and may in the future ~~negatively~~establish, cooperative relationships with vendors of complementary services, technologies or services to increase the availability of their solutions in the marketplace. Accordingly, new competitors or alliances may emerge that have greater market share, a larger customer base, more widely adopted proprietary technologies, greater marketing expertise, greater financial resources and larger sales forces than we have, which could put us at a competitive disadvantage.

Our competitors could also be better positioned to serve certain segments of the telehealth market and medical clinic markets, which could create additional price pressure. In addition, many healthcare provider organizations are consolidating to create integrated healthcare delivery systems with greater market power. As provider networks and managed care organizations consolidate, thus decreasing the number of market participants, competition to provide products and services like ours could become more intense, and the importance of establishing and maintaining relationships with key industry participants could increase. These industry participants may try to use their market power to negotiate price reductions for our products and services. In light of these factors, even if our solution is more effective than those of our competitors, current or potential clients may accept competitive solutions in lieu of purchasing our solution. If we are unable to successfully compete in the telehealth market, our business, financial condition and results of operations could be materially adversely affected.

Our business and future growth are highly dependent on completing our clinics and gaining patients in our target markets. However, the healthcare market is competitive, which could make it difficult for us to succeed. We will face competition in the healthcare industry for our solutions and services from a range of companies and providers, including traditional healthcare providers and medical practices that offer similar services. These competitors primarily include primary care providers who are employed by or affiliated with health networks. Our indirect competitors also include episodic consumer-driven point solutions such as telemedicine as well as urgent care providers. Generally, urgent care providers in the local communities we will serve provide services similar to those we intend to offer, and, our competitors (1) are more established than we are, (2) may offer a broader array of services or more desirable facilities to patients and providers than ours, and (3) may have larger or more specialized medical staffs to admit and refer patients, among other things. In the future, we expect to encounter increased competition from system-affiliated hospitals and healthcare companies, as well as health insurers and private equity companies seeking to acquire providers, in specific geographic markets. We also face competition from specialty hospitals (some of which are physician-owned), primary care providers and outpatient centers for market share in high margin services and for quality providers and personnel. Furthermore, some of the clinics and medical offices that compete with us may browned by government agencies or not-for-profit organizations supported by endowments and charitable contributions and can finance capital expenditures and operations on a tax-exempt basis. Competitors may also be better positioned to contract with leading health network partners in our target markets. If our competitors are better able to attract patients, contract with health network partners, recruit providers, expand services or obtain favorable managed care contracts at their facilities than we are, we may experience an overall decline in member volumes and net revenue. There is no assurance we will be able to successful compete in the markets in which we plan to operate which could cause you to lose your investment.

Our lack of registered trademarks and trade names could potentially harm our business.

We have applied for trademark protection of “The Good Clinic” name but such protection is pending and not yet granted. Trademarks and trade names distinguish the various companies from each other. If our potential future customers are unable to distinguish our future clinics and telehealth services from those of other companies, we could lose sales and distributors to our competitors. We do not have any registered trademarks and trade names, so we only have common law rights with respect to infractions or infringements on our products. Many subtleties exist in product descriptions, offering and names that can easily confuse distributors and customers. This presents a risk of losing potential customers looking for our products and buying someone else’s because they cannot differentiate between them.

The success of our planned business depends on our ability to develop, market and advertise our clinics and telehealth services.

We have not yet completed a clinic or developed our telemedicine services, and we may not be successful in doing so.Our ability to establish effective marketing and advertising campaigns for any clinics and telemarketing services we develop is important to our success. If we are unable to establish awareness of our brands and services, we may not be able to attract customers and generate revenue which could cause you to lose your investment in the Units.

The telehealth market is immature and volatile, and if it does not develop, if it develops more slowly than we expect, if it encounters negative publicity or if our services are not competitive, the growth of our business will be harmed.

We plan to enter the telehealth market and there is no assurance we will successfully do this. The telehealth market is relatively new and unproven, and it is uncertain whether it will achieve and sustain high levels of demand, consumer acceptance and market adoption. Our success will depend to a substantial extent on the willingness of patients to use, and to increase the frequency and extent of their utilization of, our services, as well as on our ability to demonstrate the value of telehealth to employers, health plans, government agencies and other purchasers of healthcare for beneficiaries. Negative publicity concerning us, or the telehealth market as a whole could limit market acceptance of our services. If our patients do not perceive the benefits of our services, or if our services are not competitive, then our business may not develop at all and we may not generate revenue, or it may develop more slowly than we expect. Similarly, individual and healthcare industry concerns or negative publicity regarding patient confidentiality and privacy in the context of telehealth could limit market acceptance of our healthcare services. If any of these events occur, it could have a material adverse effect on our business, financial condition or results of operations.

Rapid technological change in our industry presents us with significant risks and challenges.

The telehealth market is characterized by rapid technological change, changing consumer requirements, short product lifecycles and evolving industry standards. Our success will depend on our ability to enhance our solution with next-generation technologies and to develop or to acquire and market new services to access new consumer populations. There is no guarantee that we will possess the resources, either financial or personnel, for the research, design and development of new applications or services, or that we will be able to utilize these resources successfully and avoid technological or market obsolescence. Further, there can be no assurance that technological advances by one or more of our competitors or future competitors will not result in our present or future software-based products and services becoming uncompetitive or obsolete.

Failure to attract and retain sufficient numbers of qualified personnel could also impede our future plans.

If we are unable to implement our plan of operations effectively, it will have a material adverse effect on our ability to generate revenue. The evolving nature of our business and rapid changes in the healthcare industry make it difficult to anticipate the nature and amount of medical reimbursements, third-party private payments, and participation in certain government programs and thus to reliably predict our operating results. Our strategy may incur significant costs, which could adversely affect our ~~liquidity. In addition,~~financial condition. Our plan to enter into strategic transactions involves significant costs, including financial advisory, legal and accounting fees, and may include additional costs for items such as fairness opinions and severance payments. We do not have revenue to pay these costs which could adversely affect our overall financial condition.

The telehealth market is relatively new and unproven, and it is uncertain whether it will achieve and sustain high levels of demand, consumer acceptance and market adoption. Our success will depend to a ~~recession~~substantial extent on the willingness of our future clients’ members or patients to use, and to increase the frequency and extent of their utilization of, our services, as well as on our ability to demonstrate the value of telehealth to employers, health plans, government agencies and other purchasers of healthcare for beneficiaries. Negative publicity concerning our services, or the telehealth market as a whole could limit market acceptance of our services. If our future clients, or their members or patients, do not perceive the benefits of our services, or if our services are not competitive, then our market may not develop at all, or it may develop more slowly than we expect. Similarly, individual and healthcare industry concerns or negative publicity regarding patient confidentiality and privacy in the context of telehealth could limit market acceptance of our healthcare services. If any of these events occurs, it could have a material adverse effect on our business, financial condition or results of operations.

Rapid technological change in our industry presents us with significant risks and challenges.

The telehealth market is characterized by rapid technological change, changing consumer requirements, short product lifecycles and evolving industry standards. Our success will depend on our ability to enhance our solution with next-generation technologies and to develop or to acquire and market new services to access new consumer populations. There is no guarantee that we will possess the resources, either financial or personnel, for the research, design and development of new applications or services, or that we will be able to utilize these resources successfully and avoid technological or market ~~correction resulting~~obsolescence. Further, there can be no assurance that technological advances by one or more of our competitors or future competitors will not result in our present or future software-based products and services becoming uncompetitive or obsolete.

If we do not manage our strategy effectively, our revenue, business and operating results may be harmed.

We have not yet generated revenues from our present operations and may not do so for an indefinite period of time. Our strategy is to operate walk-in clinics, provide telemedicine and acquire complimentary business in the ~~spread~~future. Acquisitions may require greater than anticipated investment of ~~COVID-19~~operational and financial resources. Acquisitions may also require the integration of different services, assimilation of new employees, diversion of management and IT resources, increases in administrative costs and other additional costs associated with any debt or equity financings undertaken in connection with such acquisitions. We cannot assure you that any acquisition we undertake will be successful. Future growth will also place additional demands on our resources and may require us to hire and train additional employees. We will need to expand and acquire systems and infrastructure to accommodate our planned operations. The failure to implement our plan of operations and manage any future growth effectively will materially and adversely affect our business.

If the statutes and regulations in our industry change, our business could ~~materially~~be adversely affected.

The U.S. healthcare industry has undergone significant changes designed to improve patient safety, improve clinical outcomes, and increase access to medical care. These changes include enactments and repeals of various healthcare related laws and regulation. Our operations and economic viability may be adversely affected by the changes in such regulations, including: (i) federal and state fraud and abuse laws; (ii) federal and state anti-kickback statutes; (iii) federal and state false claims laws; (iv) federal and state self-referral laws; (v) state restrictions on fee splitting; (vi) laws regarding the privacy and confidentiality of patient information; and (vii) other laws and government regulations. If there are changes in laws, regulations, or administrative or judicial interpretations, we may have to change our future business practices, or our business practices could be challenged as unlawful, which could have a material adverse effect on our business, financial condition, and results of operations.

The impact on our planned operations of recent healthcare legislation and other changes in the healthcare industry and in healthcare spending is currently unknown, but may adversely affect our business, financial condition and ~~the value~~results of ~~our common stock.~~operations.

The ~~global pandemic~~impact on us of ~~COVID-19 continues~~healthcare reform legislation and other changes in the healthcare industry and in healthcare spending is currently unknown, but may adversely affect our business, financial condition and results of operations. Our revenue is dependent on the healthcare industry and could be affected by changes in healthcare spending, reimbursement and policy. The healthcare industry is subject to ~~rapidly evolve.~~changing political, regulatory and other influences. The Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act (the “Affordable Care Act” or the “ACA”) in 2010 made major changes in how healthcare is delivered and reimbursed, and increased access to health insurance benefits to the uninsured and underinsured population of the United States. Since its enactment, there have been judicial and Congressional challenges to certain aspects of the ACA as well as recent efforts by the Trump administration to repeal or replace certain aspects of the ACA. For example, the Tax Cuts and Jobs Act of 2017 was enacted, which includes a provision repealing, effective January 1, 2019, the tax-based shared responsibility payment imposed by the ACA on certain individuals who fail to maintain qualifying health coverage for all or part of a year that is commonly referred to as the “individual mandate.” Since the enactment of the Tax Cuts and Jobs Act of 2017, there have been additional amendments to certain provisions of the ACA, and we expect the current Trump administration and Congress will likely continue to seek to modify all, or certain provisions of, the ACA. It is uncertain the extent to which any such changes may impact our business or financial condition. Congress may consider other legislation to repeal and replace elements of the ~~COVID-19 pandemic impacts~~ACA. In December 2019, a federal appeals court held that the individual mandate portion of the ACA was unconstitutional and left open the question whether the remaining provisions of the ACA would be valid without the individual mandate. On March 2, 2020, the Supreme Court agreed to hear the case during its term that begins in October 2020. We continue to evaluate the effect that the ACA and its possible modification or repeal and replacement has on our business. It is uncertain the extent to which any such changes may impact our business or financial condition.

Other legislative changes have been proposed and adopted since the ACA was enacted. These changes include aggregate reductions to Medicare payments to providers of up to 2% per fiscal year pursuant to the Budget Control Act of 2011 and subsequent laws, which began in 2013 and will remain in effect through 2029 unless additional Congressional action is taken. In January 2013, the American Taxpayer Relief Act of 2012 was signed into law, which, among other things, further reduced Medicare payments to several types of providers, including hospitals, imaging centers and cancer treatment centers, and increased the statute of limitations period for the government to recover overpayments to providers from three to five years. New laws may result in additional reductions in Medicare and other healthcare funding, which may materially adversely affect customer demand and affordability for our products and services and, accordingly, the results of our financial operations. Additional changes that may affect our business include the expansion of new programs such as Medicare payment for performance initiatives for physicians under the Medicare Access and CHIP Reauthorization Act of 2015 (MACRA) which first affected physician payment in 2019. At this time, it is unclear how the introduction of the Medicare quality payment program will impact overall physician reimbursement. Such changes in the regulatory environment may also result in changes to our payer mix that may affect our operations and revenue. In addition, certain provisions of the ACA authorize voluntary demonstration projects, which include the development of bundling payments for acute, inpatient hospital services, physician services and post-acute services for episodes of hospital care. Further, the ACA may adversely affect payers by increasing medical costs generally, which could have an effect on the industry and potentially impact our business and ~~operations will depend~~revenue as payers seek to offset these increases by reducing costs in other areas. Certain of these provisions are still being implemented and the full impact of these changes on ~~future developments that are highly uncertain and~~us cannot be ~~predicted~~determined at this time.

Uncertainty regarding future amendments to the ACA as well as new legislative proposals to reform healthcare and government insurance programs, along with ~~confidence at~~ the time of this Form 10-Q, such as the ultimate geographic spread of the disease, the duration of the outbreak, the duration and effect of business disruptions and the short-term effects and ultimate effectiveness of the travel restrictions, quarantines, social distancing requirements and business closurestrend toward managed healthcare in the United States, could result in reduced demand and prices for our services. We expect that additional state and federal healthcare reform measures will be adopted in the future, any of which could limit the amounts that federal and state governments and other ~~countries to contain~~third party payers will pay for healthcare products and ~~treat the disease. Accordingly, we do not yet know the full extent of potential delays or impacts on our business, healthcare systems or the global economy as a whole. However, these impacts~~services, which could adversely affect our business, financial condition and results of operations.

The federal Anti-Kickback Statute is a provision of the Social Security Act of 1972 that prohibits as a felony offense the knowing and willful offer, payment, solicitation or receipt of any form of remuneration in return for, or to induce, (1) the referral of a patient for items or services for which payment may be made in whole or part under Medicare, Medicaid, or other federal healthcare programs, (2) the furnishing or arranging for the furnishing of items or services reimbursable under Medicare, Medicaid, or other federal healthcare programs or (3) the purchase, lease, or order or arranging or recommending the purchasing, leasing or ordering of any item or service reimbursable under Medicare, Medicaid or other federal healthcare programs. The Patient Protection and Affordable Care Act (“ACA”) amended section 1128B of the Social Security Act to make it clear that a person need not have actual knowledge of the statute, or specific intent to violate the statute, as a predicate for a violation. The OIG, which has the authority to impose administrative sanctions for violation of the statute, has adopted as its standard for review a judicial interpretation which concludes that the statute prohibits any arrangement where even one purpose of the remuneration is to induce or reward referrals. A violation of the Anti-Kickback Statute is a felony punishable by imprisonment, criminal fines of up to $25,000, civil fines of up to $50,000 per violation, and three times the amount of the unlawful remuneration. A violation also can result in exclusion from Medicare, Medicaid or other federal healthcare programs. In addition, pursuant to the changes of the ACA, a claim that includes items or services resulting from a violation of the Anti-Kickback Statute is a false claim for purposes of the False Claims Act.

We cannot assure that the applicable regulatory authorities will not determine that some of our arrangements with physicians violate the federal Anti-Kickback Statute or other applicable laws. An adverse determination could subject us to different liabilities, including criminal penalties, civil monetary penalties and exclusion from participation in Medicare, Medicaid or other health care programs, any of which could have a material adverse effect on our business, financial condition or results of operations.

The federal Stark Law, 42 U.S.C. 1395nn, also known as the physician self-referral law, generally prohibits a provider from referring Medicare and Medicaid patients to an entity (including hospitals) providing ‘‘designated health services,’’ if the physician or a member of the physician’s immediate family has a ‘‘financial relationship’’ with the entity, unless a specific exception applies. Designated health services include, among other services, inpatient hospital services, outpatient prescription drug services, clinical laboratory services, certain imaging services (e.g., MRI, CT, ultrasound), and other services that our affiliated physicians may order for their patients. The prohibition applies regardless of the reasons for the financial relationship and the referral; and therefore, unlike the federal Anti-Kickback Statute, intent to violate the law is not required. Like the Anti-Kickback Statute, the Stark Law contains statutory and regulatory exceptions intended to protect certain types of transactions and arrangements. Unlike safe harbors under the Anti-Kickback Statute with which compliance is voluntary, an arrangement must comply with every requirement of a Stark Law exception or the arrangement is in violation of the Stark Law.

Because the Stark Law and implementing regulations continue to evolve and are detailed and complex, while we attempt to structure our relationships to meet an exception to the Stark Law, there can be no assurance that the arrangements entered into by us with affiliated physicians and facilities will be found to be in compliance with the Stark Law, as it ultimately may be implemented or interpreted. The penalties for violating the Stark Law can include the denial of payment for services ordered in violation of the statute, mandatory refunds of any sums paid for such services, and civil penalties of up to $15,000 for each violation, double damages, and possible exclusion from future participation in the governmental healthcare programs. A person who engages in a scheme to circumvent the Stark Law’s prohibitions may be fined up to $100,000 for each applicable arrangement or scheme.

Some states have enacted statutes and regulations against self-referral arrangements similar to the federal Stark Law, but which may be applicable to the referral of patients regardless of their payor source and which may apply to different types of services. These state laws may contain statutory and regulatory exceptions that are different from those of the federal law and that may vary from state to state. An adverse determination under these state laws and/or the federal Stark Law could subject us to different liabilities, including criminal penalties, civil monetary penalties and exclusion from participation in Medicare, Medicaid or other health care programs, any of which could have a material adverse effect on our business, financial condition or results of operations.

The privacy regulations Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), as amended, contain detailed requirements concerning the use and disclosure of individually identifiable patient health information (“PHI”) by various healthcare providers, such as medical groups. HIPAA covered entities must implement certain administrative, physical, and technical security standards to protect the integrity, confidentiality and availability of certain electronic health information received, maintained, or transmitted. HIPAA also implemented standard transaction code sets and standard identifiers that covered entities must use when submitting or receiving certain electronic healthcare transactions, including billing and claim collection activities. Violations of the HIPAA privacy and security rules may result in civil and criminal penalties, including a tiered system of civil money penalties that range from $100 to $50,000 per violation, with a cap of $1.5 million per year for identical violations. A HIPAA covered entity must also promptly notify affected individuals where a breach affects more than 500 individuals and report breaches affecting fewer than 500 individuals annually. State attorneys general may bring civil actions on behalf of state residents for violations of the HIPAA privacy and security rules, obtain damages on behalf of state residents, and enjoin further violations.

Many states also have laws that protect the privacy and security of confidential, personal information, which may be similar to or even more stringent than HIPAA. Some of these state laws may impose fines and penalties on violators and may afford private rights of action to individuals who believe their personal information has been misused. We expect increased federal and state privacy and security enforcement efforts.

A cyber security incident could cause a violation of HIPAA, breach of customer and patient privacy, or other negative impacts.

We will rely extensively on our information technology (or IT) systems to manage scheduling and financial data, communicate with our future customers and their patients, vendors, and other third parties, and summarize and analyze operating results. In addition, we have made significant investments in technology, including the engagement of a third-party IT provider. A cyber-attack that bypasses our IT security systems could cause an IT security breach, a loss of protected health information, or other data subject to privacy laws, a loss of proprietary business information, or a material disruption of our IT business systems. This in turn could have a material adverse impact on our business and result of operations. In addition, our future results of operations, as well as our reputation, could be adversely impacted by theft, destruction, loss, or misappropriation of public health information, other confidential data, or proprietary business information.

Computer malware, viruses, and hacking and phishing attacks by third parties have become more prevalent in our industry, have occurred on our systems in the past, and may occur on our systems in the future. Because techniques used to obtain unauthorized access to or sabotage systems change frequently and generally are not recognized until successfully launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. As cyber-security threats develop and grow, it may be necessary to make significant further investments to protect data and infrastructure. If an actual or perceived breach of our security occurs, (i) we could suffer severe reputational damage adversely affecting customer or investor confidence, (ii) the market perception of the effectiveness of our security measures could be harmed, (iii) we could lose potential sales, our ability to deliver our services or operate our business may be impaired, (iv) we may be subject to litigation or regulatory investigations or orders, and (v) we may incur significant liabilities. Our insurance coverage may not be adequate to cover the potentially significant losses that may result from security breaches. We are currently reviewing our needs for cybersecurity policy as we continue our research and development on L-CYTE-01 and medical services for COPD patients.

We must comply with Environmental and Occupational Safety and Health Administration Regulations.

We are subject to federal, state and local regulations governing the storage, use and disposal of waste materials and products. Although we believe that our safety procedures for storing, handling and disposing of these materials and products comply with the standards prescribed by law and regulation, we cannot eliminate the risk of accidental contamination or injury from those hazardous materials. In the event of an accident, we could be held liable for any damages that result and any liability could exceed the limits or fall outside the coverage of our insurance coverage, which we may not be able to maintain on acceptable terms, or at all. We could incur significant costs and attention of our management could be diverted to comply with current or future environmental laws and regulations. Federal regulations promulgated by the Occupational Safety and Health Administration impose additional requirements on us, including those protecting employees from exposure to elements such as blood-borne pathogens. We cannot predict the frequency of compliance, monitoring, or enforcement actions to which we may be subject as those regulations are being implemented, which could adversely affect our operations.

We are subject to other federal and state healthcare laws that could have a material adverse effect on our business, financial condition or results of operations. The Health Care Fraud Statute prohibits any person from knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program, which can be either a government or private payor plan. Violation of this statute, even in the absence of actual knowledge of or specific intent to violate the statute, may be charged as a felony offense and may result in fines, imprisonment, or both. The Health Care False Statement Statute prohibits, in any matter involving a federal health care program, anyone from knowingly and willfully falsifying, concealing or covering up, by any trick, scheme or device, a material fact, or making any materially false, fictitious or fraudulent statement or representation, or making or using any materially false writing or document knowing that it contains a materially false or fraudulent statement. A violation of this statute may be charged as a felony offense and may result in fines, imprisonment or both. Under the Civil Monetary Penalties Law of the Social Security Act, a person (including an organization) is prohibited from knowingly presenting or causing to be presented to any United States officer, employee, agent, or department, or any state agency, a claim for payment for medical or other items or services where the person knows or should know (a) the items or services were not provided as described in the coding of the claim, (b) the claim is a false or fraudulent claim, (c) the claim is for a service furnished by an unlicensed physician, (d) the claim is for medical or other items or service furnished by a person or an entity that is in a period of exclusion from the program, or (e) the items or services are medically unnecessary items or services. Violations of the law may result in penalties of up to $10,000 per claim, treble damages, and exclusion from federal healthcare programs.

In addition, the office of inspector general (“OIG”) may impose civil monetary penalties against any physician who knowingly accepts payment from a hospital (as well as against the hospital making the payment) as an inducement to reduce or limit medically necessary services provided to Medicare or Medicaid program beneficiaries. Further, except as permitted under the Civil Monetary Penalties Law, a person who offers or transfers to a Medicare or Medicaid beneficiary any remuneration that the person knows or should know is likely to influence the beneficiary’s selection of a particular provider of Medicare or Medicaid payable items or services may be liable for civil money penalties of up to $10,000 for each wrongful act.

In addition to the state laws previously described, we may also be subject to other state fraud and abuse statutes and regulations if we expand our operations nationally. Many states have adopted a form of anti-kickback law, self-referral prohibition, and false claims and insurance fraud prohibition. The scope of these laws and the interpretations of them vary from state to state and are enforced by state courts and regulatory authorities, each with broad discretion. Generally, state laws reach to all healthcare services and not just those covered under a governmental healthcare program. A determination of liability under any of these laws could result in fines and penalties and restrictions on our ability to operate in these states. We cannot assure that our arrangements or business practices will not be subject to government scrutiny or be found to violate applicable fraud and abuse laws.

Changes in healthcare laws could create an uncertain environment and materially impact us.

We cannot predict the effect that the ACA (also known as Obamacare) and its implementation, amendment, or repeal and replacement, may have on our business, results of operations or financial condition. Any changes in healthcare laws or regulations that reduce, curtail or eliminate payments, government-subsidized programs, government-sponsored programs, and/or the expansion of Medicare or Medicaid, among other actions, could have a material adverse effect on our business, results of operations and ~~growth prospects.~~financial condition. For example, the ACA dramatically changed how healthcare services are covered, delivered, and reimbursed. The ACA requires insurers to accept all applicants, regardless of pre-existing conditions, cover an extensive list of conditions and treatments, and charge the same rates, regardless of pre-existing condition or gender.

The ACA and the Health Care and Education Reconciliation Act of 2010 (collectively, the “Health Care Reform Acts”) also mandated changes specific to home health and hospice benefits under Medicare. In 2012, the U.S. Supreme Court upheld the constitutionality of the ACA, including the “individual mandate” provisions of the ACA that generally require all individuals to obtain healthcare insurance or pay a penalty. However, the U.S. Supreme Court also held that the provision of the ACA that authorized the Secretary of the U.S. Department of Health and Human Services to penalize states that choose not to participate in the expansion of the Medicaid program by removing all of its existing Medicaid funding was unconstitutional. In response to the ruling, a number of state governors opposed its state’s participation in the expanded Medicaid program, which resulted in the ACA not providing coverage to some low-income persons in those states. In addition, several bills have been, and are continuing to be, introduced in U.S. Congress to amend all or significant provisions of the ACA, or repeal and replace the ACA with another law. In December 2017, the individual mandate was repealed via the Tax Cuts and Jobs Act of 2017. Afterwards, legal and political challenges as to the constitutionality of the remaining provisions of the ACA resumed.

Our operations are subject to the nation’s healthcare laws, as amended, repealed, or replaced from time to time.

The net effect of the ACA on our business is subject to numerous variables, including the law’s complexity, lack of complete implementing regulations and interpretive guidance, gradual and potentially delayed implementation or possible amendment, as well as the uncertainty as to the extent to which states will choose to participate in the expanded Medicaid program. The continued implementation of provisions of the ACA, the adoption of new regulations thereunder and ongoing challenges thereto, also added uncertainty about the current state of U.S. healthcare laws and could negatively impact our business, results of operations and financial condition. Healthcare providers could be subject to federal and state investigations and payor audits.

Due to our participation in government and private healthcare programs, we are from time to time involved in inquiries, reviews, audits, and investigations by governmental agencies and private payors of our business practices, including assessments of our compliance with coding, billing and documentation requirements. Federal and state government agencies have active civil and criminal enforcement efforts against healthcare companies, and their executives and managers. The Deficit Reduction Act, which provides a financial incentive to states to enact their own false claims acts, and similar laws encourage investigations against healthcare companies by different agencies. These investigations could also be initiated by private whistleblowers. Responding to audit and investigative activities are costly and disruptive to our business operations, even when the allegations are without merit. If we are subject to an audit or investigation, a finding could be made that we or our affiliates erroneously billed or were incorrectly reimbursed, and we may be required to repay such agencies or payors, may be subjected to pre-payment reviews, which can be time-consuming and result in non-payment or delayed payments for the services we or our affiliates provide, and may be subject to financial sanctions or required to modify our operations.

Our revenues may depend on our patients’ receipt of adequate reimbursement from private insurers and government sponsored healthcare programs.

Political, economic, and regulatory influences continue to change the healthcare industry in the United States. If and when we start receiving reimbursements from third parties, the ability of hospitals to pay fees for our products will partially depend on the extent to which reimbursement for the costs of such materials and related treatments will continue to be available from private health coverage insurers and other similar organizations. We may have difficulty gaining market acceptance for the products we sell if third-party payors do not provide adequate coverage and reimbursement to hospitals. Major third-party payors of hospitals, such as private healthcare insurers, periodically revise their payment methodologies based, in part, upon changes in government sponsored healthcare programs. We cannot predict these periodic revisions with certainty, and such revisions may result in stricter standards for reimbursement of hospital charges for certain specified products, potentially adversely impacting our business, results of operations, and financial conditions when we start receiving reimbursement from third party payors. When we start receiving reimbursement from third party payors, the sales of our therapies will depend in part on the availability of reimbursement by third-party payors, such as government health administration authorities, private health insurers and other organizations. Third-party payors often challenge the price and cost-effectiveness of medical treatments and services. Governmental approval of health care products does not guarantee that these third-party payers will pay for the products. Even if third-party payers do accept our therapeutic treatments, the amounts they pay may not be adequate to enable us to realize a profit. Legislation and regulations affecting the pricing of therapies may change before our products and services are approved for marketing, and any such changes could further limit reimbursement, if any.

We operate in a highly regulated and evolving environment with rigorous regulatory enforcement. Any legal or regulatory action could be time-consuming and costly. If we or the manufacturers or distributors that supply our products fail to comply with all applicable laws, standards, and regulations, action by the FDA or other regulatory agencies could result in significant restrictions, including restrictions on the marketing or use of the products we sell or the withdrawal of the products we sell from the market. Any such restrictions or withdrawals could materially affect our reputation, business and operations.

Acquisitions may subject us to liability with regard to the creditors, customers, and shareholders of the sellers.

While our acquisitions are typically structured as asset purchase agreements in which we attempt to limit our risk and exposure relative to the respective sellers’ liabilities, we cannot guarantee that we will be successful in avoiding all liability. Creditors may seek to hold us accountable for seller debt and customers and for seller breaches of contract prior to our transactions. Occasionally, disaffected shareholders may attempt to interfere with our business acquisitions. We attempt to minimize all of these risks through thorough due diligence, negotiating indemnities and holdbacks, obtaining relevant representations from sellers, and leveraging experienced professionals when appropriate.

We had no unconditional commitments with respect to any acquisition as of September 30, 2019. Although we expect that one or more acquisition opportunities will become available in the future, we may not be able to acquire companies at all or on terms favorable to us. We will likely need additional financing for such acquisitions, but there is no assurance that we will be able to borrow funds or raise capital through the issuance of our equity on favorable terms. Certain of our larger, better capitalized competitors may seek to acquire some of the companies we may be interested in. Competition for acquisitions would likely increase acquisition prices and result in us having fewer acquisition opportunities. Depending on the type of businesses we acquire, we may have varying cost saving and/or cross-selling opportunities with the acquired business. However, there is no assurance that we will achieve anticipated cost savings and cross-selling on our acquisitions, and failure to do so may mean we overpaid for such acquisitions. In completing any acquisitions, we will rely upon the representations and warranties and indemnities made by the sellers with respect to each acquisition as well as our own due diligence investigation. We cannot be assured that such representations and warranties will be true and correct or that our due diligence will uncover all materially adverse facts relating to the operations and financial condition of the acquired companies or their customers. To the extent that we are required to pay for obligations of an acquired company, or if material misrepresentations exist, we may not realize the expected benefit from such acquisition, and we will have overpaid in cash, stock, assumed debt, seller notes, and/or earnouts for the value received in that acquisition.

Future acquisitions may result in potentially dilutive issuances of equity securities, the incurrence of indebtedness and increased amortization expense.

Future acquisitions may result in dilutive issuances of equity securities, the incurrence of debt, the assumption of known and unknown liabilities, the write-off of software development costs and the amortization of expenses related to intangible assets, all of which could have an adverse effect on our business, financial condition and results of operations.

We may pursue strategic acquisitions in the future. Risks in acquisition transactions include difficulties in the integration of acquired businesses into our operations and control environment, difficulties in assimilating and retaining employees and intermediaries, difficulties in retaining the existing clients of the acquired entities, assumed or unforeseen liabilities that arise in connection with the acquired businesses, the failure of counter parties to satisfy any obligations to indemnify us against liabilities arising from the acquired businesses, and unfavorable market conditions that could negatively impact our growth expectations for the acquired businesses. Fully integrating an acquired company or business into our operations may take a significant amount of time. We cannot assure you that we will be successful in overcoming these risks or any other problems encountered with acquisitions and other strategic transactions. These risks may prevent us from realizing the expected benefits from acquisitions and could result in the failure to realize the full economic value of a strategic transaction or the impairment of goodwill and/or intangible assets recognized at the time of an acquisition. These risks could be heightened if we complete a large acquisition or multiple acquisitions within a short period of time.

Certain of our officers and directors devote limited time to our business, which may negatively impact our plan of operations, the implementation of our business plan, and our potential profitability.

While Lawrence Diamond, our Chief Executive Officer and director, dedicates full time to us, our other directors dedicate part time service to us which could negatively impact our plan of operations, implementation of our business plan, and our potential profitability.

Because we do not have an audit or compensation committee, shareholders will be required to rely on the members of our board of directors, who are not all independent, to perform these functions.

We do not have an audit or compensation committee or board of directors as a whole that is composed of independent directors. There is a potential conflict between their or our interests and our shareholders’ interests. Until we have an audit committee or independent directors, there may be less oversight of management decisions and activities and little ability for minority shareholders to challenge or reverse those activities and decisions, even if they are not in the best interests of minority shareholders.

Our future success depends, in part, on the performance and continued service of our Officers and Directors

We presently depend to a great extent upon the experience, abilities and continued services of our management team. The loss of our management team’s services could have a material adverse effect on our business, financial condition or results of operation. Failure to maintain our management team could prove disruptive to our daily operations, require a disproportionate amount of resources and management attention and could have a material adverse effect on our business, financial condition and results of operations. We do maintain key man insurance on any member of our management team.

Our executive officers and certain key stockholders own and control a significant number of voting securities and so long as they do, they are able to control the outcome of stockholder voting.

Our President and Chief Executive Officer as well as certain other key shareholders are the owners of approximately 88% of the voting shares of the Company as a result of their ownership of our Series X Preferred Stock, and Common Stock. The Series X Preferred stock votes with our outstanding shares of Common Stock at the rate of 20,000 votes for each share owned, one (1) vote for each common holder. As such, our management has the ability to determine the outcome of all matters submitted to our stockholders for approval, including the election of directors. Our management’s control of our voting securities may make it impossible to complete some corporate transactions without management’s support and may prevent a change in our control. In addition, this ownership could discourage the acquisition of our Common Stock by potential investors and could have an anti-takeover effect, possibly depressing the trading price of our Common Stock.

Our Common Stock is a penny stock and as such, trading of the Common Stock may be restricted by the Securities and Exchange Commission’s (“SEC”) penny stock regulations which may limit a stockholder’s ability to buy and sell our stock.

The Common Stock is a penny stock. The Securities and Exchange Commission (“SEC”) has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our Common Stock.

As an issuer of “penny stock” the protection provided by the federal securities laws relating to forward looking statements does not apply to us.

Although the federal securities law provides a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, if we are an issuer of a penny stock we will not have the benefit of this safe harbor protection in the event of any claim that the material provided by us contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading.

As a public company with a class of securities registered under the Securities Exchange Act of 1934, as amended, we are subject to ongoing SEC reporting requirements and, any deficiencies in our financial reporting or internal controls could adversely affect us.

As a public company with a class of securities registered under the Securities Exchange Act of 1934, as amended,we are required to maintain internal control over financial reporting and to report any material weaknesses in such internal controls. Section 404 of the Sarbanes-Oxley Act requires that we evaluate and determine the effectiveness of our internal control over financial reporting. In the future, if we have a material weakness in our internal control over financial reporting, we may not detect errors on a timely basis and our financial statements may be materially misstated. In addition, our internal control over financial reporting would not prevent or detect all errors and fraud. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected.

If there are material weaknesses or failures in our ability to meet any of the requirements related to the maintenance and reporting of our internal controls, investors may lose confidence in the accuracy and completeness of our financial reports, which in turn could cause the price of our Common Stock to decline. Moreover, effective internal controls are necessary to produce reliable financial reports and to prevent fraud. If we have deficiencies in our internal controls, it may negatively impact our business, results of operations and reputation. In addition, we could become subject to investigations by OTC Markets, Nasdaq, the SEC or other regulatory authorities, which could require additional management attention, and which could adversely affect our business.

There is a limited market for our Common Stock which may make it difficult for investors to sell the Common Stock.

There is a limited trading market for the Common Stock. Any trading market for the Common Stock may never develop in the foreseeable future, if ever. If no market develops, it may be difficult or impossible for you to sell your shares if you should desire to do so. The Common Stock is currently quoted on the OTCQB Market. There is extremely limited and sporadic trading of our Common Stock and no assurance can be given, when, if ever, an active trading market will develop or, if developed, that it will be sustained. Unless the Common Stock is registered with the Securities and Exchange Commission and any required state authorities, or an appropriate exemption from registration is available, investors may not be able to sell the Common Stock, even though his or her personal financial condition may dictate such a liquidation. In addition, the Common Stock will not likely be acceptable as collateral for loans. Therefore, prospective investors who require liquidity in their investments should not purchase the Units.

The number of Common Stock shares outstanding could increase as a result of convertible debt.

We have convertible debt outstanding at this time of approximately $1 million, or $1.6 million if held for an extended period of time which have a conversion feature allowing the holder to convert to Common Stock at a 40% discount to the market price of $.03 as of November 2, 2020. If our Common Stock price materially declines, we will be obligated to issue a large number of shares to the holder of these notes upon conversion. This will likely materially dilute existing holders of our Common Stock. The potential for such dilutive issuances upon conversion of outstanding notes may depress the price of Common Stock regardless of our business performance, and could encourage short selling by market participants, especially if the trading price of our Common Stock begins to decrease. If the holder were to convert the debt into Common Stock the number of Common Stock shares outstanding would expand and would be dilutive to the existing common stockholders. The impact to the holders of our common stock could be a reduced price, or liquidity, in the marketplace for the Common Stock.

The Common Stock is thinly traded, so you may be unable to sell at or near asking prices, or at all.

Our Common Stock is quoted on the OTC Markets OTCQB with the symbol “MITI”. Shares of our Common Stock are thinly- traded, meaning that the number of persons interested in purchasing our common shares at or near asking prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors. We are a small company that is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume; and stock analysts, stock brokers and institutional investors may be risk-averse and be reluctant to follow an unproven, early stage company such as ours or purchase or recommend the purchase of our shares until such time as we become more seasoned and viable As a result, our stock price may not reflect an actual or perceived value. Also, there may be periods of several days or more when trading activity in our shares is minimal, as compared to a seasoned issuer that has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. A broader or more active public trading market for our Common Stock may not develop or if developed, may not be sustained. Due to these conditions, you may not be able to sell your shares at or near asking prices or at all should you attempt to sell your common shares.

Because we do not intend to pay any cash dividends on the Common Stock in the near future.

For the foreseeable future, proceeds from any financings earnings generated from our operations will be retained for use in our planned business and not to pay dividends, subject to our obligations to the holders of our preferred stock. Additionally, we have no funds available for dividends and have debt obligations that are senior to our obligation to pay dividends. We do not anticipate paying any cash dividends on our Common Stock in the near future. The declaration, payment and amount of any future dividends will be made at the discretion of the Board of Directors, and will depend upon, among other things, the results of operations, cash flows and financial condition, operating and capital requirements, and other factors as the Board of Directors considers relevant. There is no assurance that future dividends will be paid, and if dividends are paid, there is no assurance with respect to the amount of any such dividend. For the foreseeable future, earnings generated from our operations will be retained for use in implementing our business plan and not to pay dividends.

Financial Industry Regulatory Authority (“FINRA”) sales practice requirements may also limit a stockholder’s ability to buy and sell the Common Stock if it is successful in being quoted on the OTC Markets.

FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our Common Stock, which may limit your ability to buy and sell the Common Stock.

Our officers and directors have voting control over all matters submitted to a vote of our common stockholders, which will prevent our minority shareholders from having the ability to control any of our corporate actions.

Our officers and directors control approximately 82% of the votes on all matters submitted to a vote of our stockholders. As such, they have ability to determine the outcome of all matters submitted to our stockholders for approval, including the election of directors, amendment of our Certificate of Incorporation or By-laws; to effect or prevent a merger, sale of assets or other corporate transaction; and to control the outcome of any other matter submitted to our stockholders for vote. Their control of our voting securities may make it impossible to complete some corporate transactions without their support and may prevent a change in our control. In addition, this ownership could discourage the acquisition of our Common Stock by potential investors and could have an anti-takeover effect, possibly depressing the trading price of our Common Stock.

~~None.~~In the quarter ended September 30, 2020, we offered and sold securities below. None of the issuances involved underwriters, underwriting discounts or commissions. We relied upon Sections 4(2) of the Securities Act, for the offer and sale of the securities. We believed Section 4(2) was available because:

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

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

7535 East Hampden Avenue, Ste. 400 Denver,, Colorado		80231
(Address of principal executive offices)		(Zip Code)

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

Large accelerated filer	☐		Accelerated filer	☐

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

Emerging growth company	☑

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

PART I – FINANCIAL INFORMATION

ITEM 1.	CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.	1

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	23	27

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	27	31

ITEM 4.	CONTROLS AND PROCEDURES.	27	31

PART II – OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS.	28	32

ITEM 1A.	RISK FACTORS.	28	32

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.	29	45

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES.	29	46

ITEM 4.	MINE SAFETY DISCLOSURES.	29	46

ITEM 5.	OTHER INFORMATION.	29	46

ITEM 6.	EXHIBITS.	29	47

SIGNATURES		30	48

	Preferred Stock Series A				Preferred Stock Series X				Common Stock						Additional Paid-in capital			Stock Payable		Accumulated Deficit
	Shares		Amount		Shares		Amount		Shares			Amount			Additional Paid-in capital			Stock Payable		Accumulated Deficit			Total
Balance, December 31, 2018		-	$	-		-	$	-		31,598,236		$	315,982		$	5,684,208		$	37,186	$	(7,691,312	)	$	(1,653,936	)
Stock issued for services		-		-		-		-		200,000			2,000			18,355			-		-			20,355
Stock issued for conversion of notes payable		-		-		-		-		1,918,625			19,186			170,798			-		-			189,984
Discount on notes payable due to conversion feature		-		-		-		-		-			-			79,532			-		-			79,532
Discount on notes payable due to warrants		-		-		-		-		-			-			34,500			-		-			34,500
Cancellation of shares		-		-		-		-		(400,000	)		(4,000	)		4,000			-		-			-
Imputed interest		-		-		-		-		-						2,250			-		-			2,250
Net loss for the period		-		-		-		-		-											(481,372	)		(481,372	)
Balance, March 31, 2019		-	$	-		-	$	-		33,316,861		$	333,168		$	5,993,643		$	37,186	$	(8,172,684	)	$	(1,808,687	)

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		-		-		-		-		-			-			33,676			-		-			33,676
Vesting of stock options issued to employees		-		-		-		-		-			-			7,072			-		-			7,072
Common stock issued for services		-		-		-		-		200,000			2,000			5,680			-		-			7,680
Settlement of derivative liabilities		-		-		-		-		-			-			231,323			-		-			231,323
Common stock issued in settlement agreement for warrants		-		-		-		-		5,098,556			50,986			(50,986	)		-		-			-
Issuance of Preferred A stock to consultants		4,800		48		-		-		-			-			71,510			-		-			71,558
Preferred stock dividends, $3.62 per share (10% of stated value per year)		-		-		-		-		-			-			(17,359	)		-		-			(17,359	)
Loss for the period ended March 31, 2020		-		-		-		-		-			-			-			-		(147,961	)		(147,961	)
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	)

FOR THE THREE MONTHS ENDED SEPTEMBER 30

	Preferred Stock Series A				Preferred Stock Series X				Common Stock						Additional Paid-in			Stock		Accumulated
	Shares		Amount		Shares		Amount		Shares			Amount			Capital			Payable		Deficit			Total
Balance, June 30, 2019		-		-		-		-		39,077,529			390,774			6,370,513			37,186		(8,649,297	)		(1,850,824	)
Stock issued to employees subject to vesting		-		-		-		-		1,975,000			19,750			(7,520	)		-		-			12,230
Stock issued for conversion of notes payable		-		-		-		-		9,115,933			91,160			111,601			-		-			202,761
Shares issued for legal settlement		-		-		-		-		-			-			-			-		-			-
Discount on notes payable due to conversion feature		-		-		-		-		-			-			-			-		-			-
Vesting of shares issued to employees		-		-		-		-		-			-			104,465			-		-			104,465
Settlement of derivative liabilities																203,730								203,730
Cancellation										(300,000	)		(3,000	)		3,000								-
Imputed interest		-		-		-		-		-			-			2,250			-		-			2,250
Net loss for the period		-		-		-		-		-			-			-			-		(1,287,783	)		(1,287,783	)
Balance, September 30, 2019 (unaudited)		-		-		-		-		49,868,462		$	498,684		$	6,783,329		$	37,186	$	(9,937,080	)	$	(2,617,881	)

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
Settlement of derivative liabilities		-		-		-		-		-			-			-			-		-			-
Common stock issued in warrant settlement agreement		-		-		-		-		-			-			-			-		-			-
Common stock issued for conversion of notes payable and accrued interest		-		-		-		-		22,269,785			222,698			508,066			-		-			730,764
Preferred stock dividends, $3.62 per share (10% of stated value per year)		-		-		-		-		-			-			(19,392	)		-		-			(19,392	)
Loss for the period ended September 30, 2020		-		-		-		-		-			-			-			-		(1,036,609	)		(1,036,609	)
Balance, September 30, 2020 (unaudited)		4,800	$	48		26,227	$	262		121,452,914		$	1,214,529		$	9,664,232		$	37,186	$	(13,524,784	)	$	(2,608,527	)

	For the Three Months Ended			For the Three Months Ended
	March 31,			March 31,
	2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(147,961	)	$	(481,372	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		393			-
Preferred A stock issued to consultants		71,558			-
Loss on conversion of notes payable to common stock		-			99,724
Gain on settlement of accounts payable		(42,292	)		-
Gain on derivative liabilities		(496,369	)		-
Derivative expense		36,433			-
Amortization of discount on notes payable		98,278			121,434
Share based compensation		48,428			20,355
Imputed interest		-			2,250

Changes in assets and liabilities:
Prepaid expenses		-			2,500
Accounts payable and accrued liabilities		879			20,343
Due to related parties		2,000			47,089
Accrued interest		26,278			16,250

Net cash provided by (used in) operating activities		(402,375	)		(151,427	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable, net of discount		375,000			169,500
Principal payments on notes payable		(45,000	)		(10,236	)

Net cash provided by financing activities		330,000			159,264

Net (decrease) increase in cash and cash equivalents		(72,375	)		7,837

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

Cash and cash equivalents at end of period	$	10,870		$	9,141

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

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Par value of shares returned for cancellation	$	-		$	4,000
Shares issued for debt conversion	$	-		$	90,200
Discount due to warrants	$	-		$	34,500
Beneficial conversion feature	$	-		$	79,532
Settlement of derivative liabilities	$	231,323		$	-
Exercise of cashless warrants	$	50,986		$	-
Issuance of Series A Preferred Stock issued to consultants	$	71,558		$	-
Preferred stock dividend	$	17,359		$	-
Derivative discounts	$	375,000		$	-

FOR THE NINE MONTHS ENDED SEPTEMBER 30

	Preferred Stock Series A				Preferred Stock Series X				Common Stock						Additional Paid-in			Stock		Accumulated
	Shares		Amount		Shares		Amount		Shares			Amount			Capital			Payable		Deficit			Total
Balance, December 31, 2018		-		-		-		-		31,598,236		$	315,982		$	5,684,208		$	37,186	$	(7,691,312	)	$	(1,653,936	)
Stock issued for services		-		-		-		-		200,000			2,000			15,480			-		-			17,480
Stock issued to employees subject to vesting		-		-		-		-		2,975,000			29,750			(17,520	)		-		-			12,230
Stock issued for conversion of notes payable		-		-		-		-		14,394,002			143,940			414,230			-		-			558,170
Stock issued for legal settlement		-		-		-		-		1,401,224			14,012			87,016			-		-			101,028
Discount on notes payable due to conversion feature		-		-		-		-		-			-			223,087			-		-			223,087
Settlement of derivative liabilities																203,730								203,730
Discount on notes payable due to warrants		-		-		-		-		-			-			34,500			-		-			34,500
Cancellation of shares		-		-		-		-		(700,000	)		(7,000	)		7,000			-		-			-
Vesting of shares issued to employees		-		-		-		-		-			-			124,848			-		-			124,848
Imputed interest		-		-		-		-		-			-			6,750			-		-			6,750
Net loss for the period		-		-		-		-		-			-			-			-		(2,245,768	)		(2,245,768	)
Balance, September 30, 2019 (unaudited)		-		-		-		-		49,868,462		$	498,684		$	6,783,329		$	37,186	$	(9,937,080	)	$	(2,617,881	)

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, $3.62 per share (10% of stated value per year)		-		-		-		-		-			-			(56,143	)		-		-			(56,143	)
Loss for the period ended September 30, 2020		-		-		-		-		-			-			-			-		(1,948,210	)		(1,948,210	)
Balance, September 30, 2020 (unaudited)		4,800	$	48		26,227	$	262		121,452,914		$	1,214,529		$	9,664,232		$	37,186	$	(13,524,784	)	$	(2,608,527	)

	For the Nine			For the Nine
	Months Ended			Months Ended
	September 30,			September 30,
	2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,948,210	)	$	(2,245,768	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		1,179			-
Loss on conversion of notes payable to common stock		-			161,458
Loss on legal settlement		-			26,924
Gain on settlement of accounts payable		(397,962	)		(50,366	)
Gain on conversion of accrued salary		(6,988	)		-
Gain on derivative liabilities		(498,095	)		69,611
Derivative expense		125,869			460,375
Amortization of discount on notes payable		785,724			603,861
Amortization of loan fees		18,000			-
Share-based compensation		259,307			154,558
Imputed interest		-			6,750

Changes in assets and liabilities:
Prepaid expenses		5,937			2,500
Accounts payable and accrued liabilities		371,972			184,398
Due to related parties		-			150,407
Other current liabilities		1,634			-
Accrued interest		89,642			57,017

Net cash used in operating activities		(1,191,991	)		(418,275	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable, net of discount		1,381,406			428,058
Principal payments on notes payable		(171,000	)		(10,236	)

Net cash provided by financing activities		1,210,406			417,822

Net increase (decrease) in cash and cash equivalents		18,415			(453	)

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

Cash and cash equivalents at end of period	$	101,660		$	851

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

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Par value of shares returned for cancellation	$	-		$	7,000
Shares issued for debt conversion	$	617,000		$	363,285
Shares issued for accrued salary conversion	$	17,787		$	-
Stock issued for legal settlement	$	-		$	101,028
Discount due to warrants	$	-		$	34,500
Beneficial conversion feature	$	-		$	223,087
Debt issued to related party for settlement of accounts payable	$	-		$	5,000
Settlement of derivative liabilities	$	1,020,449		$	203,730
Issuance of Series A Preferred Stock to consultants	$	71,558		$	-
Preferred stock dividends payable	$	56,143		$	-
Exercise of cashless warrants	$	50,986		$	-
Derivative discounts	$	999,800		$	470,000
Accrued interest converted to equity	$	36,983		$	26,330

●	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.

Market Cap (fully diluted basis)		3,749,829
Volatility (12 Months)		78.6	%
Years to Liquidity		5.00
Continuous Risk Free Rate		0.88	%
Stock Price	$	0.0419

									Interest		Amortization
									Expense		of Discount
									3 months		3 months		Discount
	Principal Balance				Accrued Interest				ended		ended		Balance
	3/31/2020		12/31/2019		3/31/2020		12/31/2019		3/31/2020		3/31/2020		3/31/2020
Series C Convertible Debenture	$	110,833	$	110,833	$	60,472	$	57,709	$	2,763	$	-	$	-

Series D Convertible Debenture		11,333		11,333		7,365		7,026		339		-		-

Convertible Note A		41,000		41,000		8,328		7,101		1,227		-		-

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

Power Up Note 12**		53,000		53,000		3,085		1,499		1,586		8,701		37,313

Power Up Note 13**		73,000		73,000		3,672		1,488		2,184		9,549		57,005

Eagle Equity Note 1		256,000		256,000		11,027		3,367		7,659		12,793		235,422

Eagle Equity Note 2		256,000		256,000		8,669		1,010		7,659		11,818		235,789

Eagle Equity Note 3		256,000		-		5,639		-		5,639		9,497		246,503

Eagle Equity Note 4		129,000		-		891		-		891		7,422		121,578

Other		-		-		-		1,865		-		-		-

Total	$	1,186,166	$	846,166	$	109,148	$	82,870	$	30,822	$	98,278	$	933,610

						Weighted				Weighted
				Weighted		average				average
				average		exercise				exercise
Range of		Number of		remaining		price of		Number of		price of
exercise		options		contractual		outstanding		options		exercisable
prices		outstanding		life (years)		options		exercisable		options
$	0.03		1,250,000		9.67	$	0.03		250,000	$	0.03
$	0.05		7,450,000		9.44	$	0.05		983,334	$	0.05
$	0.06		1,000,000		9.84	$	0.06		-	$	-
$	21.40		67,879		2.41	$	21.40		67,879	$	1.16
			9,767,879		9.46	$	0.20		1,301,213	$	1.16

Exhibit Number		Description

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

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

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

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

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

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

3.7		Certificate of Amendment of Certificate of Incorporation of True Nature Holding, Inc. dated April 21, 2020 (incorporated by reference to Exhibit 3.7 of the registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2020).

3.8*		Certificate of Amendment of Certificate of Incorporation, dated as of November 5, 2020, correcting December 24, 2015 Certificate of Amendment.

3.9*		Bylaws of Mitesco, Inc., as amended, dated November 10, 2020

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

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

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

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

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

10.4*		Form of lease agreement between The Good Clinic, LLC, and LMC NE Minneapolis Holdings, LLC, dated October 19, 2020.

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

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

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

101.INS **		XBRL INSTANCE DOCUMENT

101.SCH **		XBRL TAXONOMY EXTENSION SCHEMA

101.CAL **		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE

101.DEF **		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE

101.LAB **		XBRL TAXONOMY EXTENSION LABEL LINKBASE

101.PRE **		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

	MITESCO,, INC.


Dated: ~~May 18,~~November 13, 2020	By:	/s/ ~~Julie R. Smith~~Larry Diamond
		Larry Diamond
		Chief Executive Officer and
		~~Julie R. Smith~~
		~~President and~~Interim Chief ~~Operating~~Financial Officer