Note 2 - Financial Condition, Going Concern and Management Plans

On November 19, 2021, the Company closed a bridge financing round totaling $3.1
million of a Series D preferred stock sold to investors in a private placement.
Each Series D Unit will have a purchase price of $1.00 per Unit, with each Unit
consisting of (a) one share of a newly formed Series D Convertible Preferred
Stock, par value $0.01 per share (the "Series D Preferred Stock"), (b) one
warrant (the "Series A Warrants") to purchase 2.1 shares of the Company's Common
Stock at a purchase price of $0.50 per whole share of Common Stock, and (c) one
warrant (the "Series B Warrants" and together with the Series A Warrants, the
"Warrants") to purchase 2.1 shares of Common Stock at a purchase price of $0.75
per whole share.



Pursuant to the Certificate of Designations, Preferences and Rights of the
Series D Convertible Preferred Stock of the Company, Inc., filed with the
Secretary of State of the State of Delaware on October 18, 2021 (the "COD"),
there are 10,000,000 shares of the Company's preferred stock that have been
designated as the Series D Preferred Stock and each share of the Series D
Preferred Stock is convertible at the option of the holder thereof, or
automatically upon the request of the Company's underwriters that the Series D
Preferred Stock convert to shares of Common Stock or upon listing of the
Company's Common Stock on a national securities exchange. The number of shares
of Common Stock issuable upon the conversion of each share of Series D Preferred
Stock is calculated by dividing the Conversion Amount (defined in the COD as the
Stated Value, $1.05 per share, plus accrued and unpaid dividends) by the $0.25
conversion price (the "Conversion Price").



On November 11, 2021, the Company filed a registration statement on form S-1 in
connection with a planned up-list to a national exchange, and on August 3, 2022
the Company filed its fourth amendment to the S-1.



As of the date of this filing, the Company has closed on $3,100,000 of its
Series D Preferred stock. To achieve its growth strategy, the Company will need
to raise additional financing prior to up listing on Nasdaq. The Company will
not proceed with this offering in the event its Common Stock is not approved for
listing on the Nasdaq Capital Market though it will continue to seek financing
for its expansion and operating needs in the debt or equity markets.

Between December 30, 2021 through the date of this filing, the Company has entered into a total $6.6 million face amount of promissory notes for cash proceeds of $5.6 million with certain related parties and other note holders. These notes have been used to fund 2022 operations to date.

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The Company entered into a debt-for-equity exchange agreement with Gardner
Builders Holdings, LLC (the "Creditor") on January 7, 2022 (the "Agreement").
Pursuant to the Agreement, the Company issued shares of restricted common stock,
par value $0.01 per share, of MITI (the "Restricted Shares") to the Creditor in
exchange for the Company Debt Obligations, as defined below.



The Agreement settled certain accounts payable amounts owed by the Company to
the Creditor (the "Accounts Payable Amount") as well as amounts that became due
between the date of the Agreement and April 1, 2022. The Agreement also settled
incurred interest and penalties on the amounts due through January 5, 2022, as
well as interest payments on amounts incurred in the first quarter of 2022
(collectively, the "Additional Costs", and combined with the Accounts Payable
Amount, the "Company Debt Obligations"). The Accounts Payable Amount was
$500,000, the Additional Costs was $294,913 and the conversion price was $0.25.
As a result, 3,179,650 Restricted Shares were authorized to be issued.



As of September 30, 2022, the Company had cash and cash equivalents of $6,000,
current liabilities of $14.4 million, and has incurred a loss from operations.
The Company intends to a) develop and own primary care clinics operated by nurse
practitioners, b) develop and acquire telemedical technologies, and c) evaluate
other healthcare related opportunities. The Company's activities are subject to
significant risks and uncertainties, including failing to secure additional
funding to execute its business plan.



As a result of these factors, there is substantial doubt about the ability of
the Company to continue as a going concern for one year from the date the
financial statements are issued. The Company's continuance is dependent on
raising capital and generating revenues sufficient to sustain operations. The
Company believes that the necessary capital will be raised and has entered
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 condensed consolidated financial statements do not include any
adjustments relating to the recoverability and classification of recorded asset
amounts or amounts classified as liabilities that might be necessary should the
Company be forced to take any such actions.



PPP Loan



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 25, 2020, the Company entered
an unsecured Promissory Note with Bank of America for a loan in the original
principal amount of approximately $460,400, and the Company received the full
amount of the loan proceeds on May 4, 2020. The September 30, 2022 balance,
including accrued interest, was approximately $471,500.



COVID -19 Impact



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

Note 3 - Basis of Presentation and Summary of Significant Accounting Policies

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with the accounting principles generally accepted in the
United States of America ("U.S. GAAP") for interim financial information and
pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the
Securities and Exchange Commission ("SEC") and on the same basis as the Company
prepares its annual audited consolidated financial statements. In the opinion of
management, the accompanying unaudited condensed consolidated financial
statements reflect all adjustments, consisting of normal recurring adjustments,
considered necessary for a fair presentation of such interim results.



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The results for the condensed consolidated statement of operations are not
necessarily indicative of results to be expected for the year ending December
31, 2022 or for any future interim period. The condensed consolidated balance
sheet at September 30, 2022 has been derived from unaudited financial
statements; however, it does not include all of the information and notes
required by U.S. GAAP for complete financial statements. The accompanying
condensed consolidated financial statements should be read in conjunction with
the consolidated financial statements for the year ended December 31, 2021 and
notes thereto included in the Company's annual report on Form 10-K filed on
April 5, 2022.



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



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



Cash - The Company considers all highly liquid investments with maturities of
three months or less to be cash equivalents. The Company had cash and cash
equivalents of approximately $6,000 as of September 30, 2022, and $1.2 million
as of December 31, 2021.



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



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




Revenue Recognition - On January 1, 2018, the Company adopted the new revenue
recognition accounting standard issued by the Financial Accounting Standards
Board ("FASB") and codified in the ASC as Topic 606 ("ASC 606"). The revenue
recognition standard in ASC 606 outlines a single comprehensive model for
recognizing revenue as performance obligations, defined in a contract with a
customer as goods or services transferred to the customer in exchange for
consideration, are satisfied. The standard also requires expanded disclosures
regarding the Company's revenue recognition policies and significant judgments
employed in the determination of revenue.



The Company applied the modified retrospective approach to all contracts when
adopting ASC 606. As a result, at the adoption of ASC 606 what was previously
classified as the provision for bad debts in the statement of operations is now
reflected as implicit price concessions (as defined in ASC 606). For changes in
credit issues not assessed at the date of service, the Company will
prospectively recognize those amounts in other operating expenses on the
statement of operations. For periods prior to the adoption of ASC 606, the
provision for bad debts has been presented consistent with the previous revenue
recognition standards that required it to be presented separately as a component
of net operating revenues.



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Our revenues generally relate to net patient fees received from various payers
and patients themselves under contracts in which our performance obligations are
to provide services to the patients. Revenues are recorded during the period our
obligations to provide services are satisfied. The contractual relationships
with patients, in most cases, also involve a third-party payer (Medicare,
Medicaid, managed care health plans and commercial insurance companies,
including plans offered through the health insurance exchanges) and the
transaction prices for the services provided are dependent upon the terms
provided by (Medicare and Medicaid) or negotiated with (managed care health
plans and commercial insurance companies) the third-party payers. The payment
arrangements with third-party payers for the services we provide to the related
patients typically specify payments at amounts less than our standard charges
and generally provide for payments based upon predetermined rates for services
or discounted fee-for-service rates. Management continually reviews the
contractual estimation process to consider and incorporate updates to laws and
regulations and the frequent changes in managed care contractual terms resulting
from contract renegotiations and renewals.



Stock-Based Compensation-We recognize the compensation costs of share-based
compensation arrangements based on the grant-date fair value and recognize the
costs in the financial statements over the period during which employees are
required to provide services. Share-based compensation cost for stock options is
estimated at the grant date based on each option's fair-value as calculated by
the Black-Scholes-Merton ("BSM") option-pricing model. Share-based compensation
arrangements may include stock options, restricted share plans,
performance-based awards, share appreciation rights and employee share purchase
plans. Such compensation amounts, if any, are amortized over the respective
vesting periods of the option grant.



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



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



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



Stockholders' Equity-Shares of common stock issued for other than cash have been
assigned amounts equivalent to the fair value of the service or assets received
in exchange.



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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.



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

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

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

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

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



New Accounting Standards



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

Recent Accounting Standards Not Yet Adopted

In August 2020, the FASB issued ASU 2020-06, "Debt - Debt with Conversion and
Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in
Entity's Own Equity (Subtopic 815-40)". This ASU reduces the number of
accounting models for convertible debt instruments and convertible Preferred
Stock. As well as amend the guidance for the derivatives scope exception for
contracts in an entity's own equity to reduce form-over-substance-based
accounting conclusions. In addition, this ASU improves and amends the related
EPS guidance. This standard is effective for fiscal years beginning after
December 15, 2023, including interim periods within those fiscal years. Adoption
is either a modified retrospective method or a fully retrospective method of
transition. We are currently assessing the impact the new guidance will have on
our condensed consolidated financial statements.



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

Note 4 - Net Loss Per Share Applicable to Common Shareholders

Net Loss per Share Applicable to Common Stockholders

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



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The following table sets forth the computation of loss per share for the three and nine months ended September 30, 2022, and 2021, respectively:

                                               For the Three Months Ended           For the Six Months Ended
                                                      September 30,                       September 30,
                                                 2022              2021              2022              2021

Numerator:

Net loss applicable to common shareholders $ (4,164,863 ) $ (1,809,899 ) $ (11,775,426 ) $ (6,088,620 )

Denominator:

Weighted average common shares outstanding 228,455,759 208,784,236 220,444,547 199,678,995

Net loss per share:
Basic and diluted                            $       (0.02 )   $       (0.01 )   $       (0.05 )   $       (0.03 )

The Company excluded all common equivalent shares outstanding for warrants, options, and convertible instruments to purchase common stock from the calculation of diluted net loss per share because all such securities are antidilutive for the periods presented. As of September 30, 2022, and 2021, the following shares were issuable and excluded from the calculation of diluted loss:

                                               September 30,
                                           2022             2021
Common stock options                     16,354,961       18,386,211
Common stock purchase warrants           33,616,260       12,600,000

Convertible Preferred Stock Series C 4,362,575 8,237,425 Convertible Preferred Stock Series D 13,020,000

                -

Accrued interest on Preferred Stock 1,522,561 494,883 Potentially dilutive securities 68,876,357 39,718,519

Note 5 - Related Party Transactions

For the nine months ended September 30, 2022:

Mitesco, Inc. (the "Company") issued a 10% Promissory Note due, as extended,
November 30, 2022, dated December 30, 2021, to the Michael C. Howe Living Trust
("Howe Note 1") (the "Lender"). Michael C. Howe is the Chief Executive Officer
of the Good Clinic LLC, one of our subsidiaries. The principal amount of the
Howe Note 1 is $1,000,000, carries a 10% interest rate per annum, payable in
monthly installments, and had a maturity date, as extended, that is the earlier
of (i) November 30, 2022, or (ii) five business days after the date on which the
Company successfully lists its shares of common stock on Nasdaq or NYSE. The
purchase price of the Howe Note 1 payable to the Company for the Howe Note 1 was
$850,000 and was funded on December 30, 2021.  An original issue discount in the
amount of $150,000 was recorded. In addition, the Lender was issued (i)
2,100,000 5-year warrants at a price of $0.50 with a fair value of $261,568 that
may be exercised on substantially the same terms as the Series A warrant issued
in connection with our Series D Convertible Preferred Stock and (ii) 96,471
shares of Common Stock as commitment shares. The amount payable at maturity will
be $1,000,000 plus 10% of that amount plus any accrued and unpaid interest.
Following an event of default, as defined in the note, the principal amount
shall bear interest for each day until paid, at a rate per annum equal to the
lesser of the maximum interest permitted by applicable law and 18%. The Howe
Note 1 contains a "most favored nations" clause that provides that, so long as
the note is outstanding, if the Company issues any new security, which the
Lender reasonably believes contains a term that is more favorable than those in
the note, the Company shall notify the Lender of such term, and such term, at
the option of the Lender, shall become a part of the note.  At September 30,
2022, the principal balance of this note was $1,000,000; $150,000 of the
original issue discount was amortized to interest expense during the nine months
ended September 30, 2022, and the remaining original issue discount at September
30, 2022 was $0.



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The Company issued a 10% Promissory Note due, as extended, November 30, 2022,
dated February 14, 2022 (the "Diamond Note 1"), to Lawrence Diamond (the
"Lender"). Mr. Diamond is the Chief Executive Officer of the Company and a
member of its Board of Directors. The principal amount of the Diamond Note 1 is
$175,000, carries a 10% interest rate per annum, payable in monthly
installments, and has a maturity date, as extended, that is the earlier of (i)
November 30,2022, or (ii) five business days after the date on which the Company
successfully lists its shares of common stock on Nasdaq or NYSE. The purchase
price of the note payable to the Company for the note was $148,750 and was
funded on February 14, 2022. The amount payable at maturity will be $175,000
plus 10% of that amount plus accrued and unpaid interest. Following an event of
default, as defined in the Note, the principal amount shall bear interest for
each day until paid, at a rate per annum equal to the lesser of the maximum
interest permitted by applicable law and 18%. The note contains a "most favored
nations" clause that provides that, so long as the note is outstanding, if the
Company issues any new security, which the Lender believes contains a term that
is more favorable than those in the Diamond Note 1, the Company shall notify the
Lender of such term, and such term, at the option of the Lender, shall become a
part of the Diamond Note 1. In addition to the Diamond Note 1 Lender will be
issued 367,500 5-year warrants that may be exercised at $.50 per share and
367,500 5-year warrants that may be exercised at $.75 per share. These warrants
have all of the same terms as those previously issued in conjunction with the
Company's Series C Preferred shares and its Series D Preferred shares.  The
warrants have an aggregate commitment date fair value of $2,914. At September
30, 2022, the principal balance of this note was $175,000; $26,250 of the
original issue discount was amortized to interest expense during the nine months
ended September 30, 2022, and the remaining original issue discount at September
30, 2022 was $0.



The Company issued a 10% Promissory Note due, as amended, June 18, 2022 (the
"Diamond Note 2"), dated March 18, 2022, to Lawrence Diamond (the "Lender").
Lawrence Diamond is the Chief Executive Officer of the Company. The principal
amount of the Diamond Note 2 is $235,294, carries a 10% interest rate per annum,
payable in monthly installments, and has a maturity date, as amended, that is
the earlier of (i) November 30, 2022, (ii) five business days after the date on
which the Company successfully lists its shares of common stock on Nasdaq or
NYSE, or (iii) the date of receipt of the Company of the next round of debt or
equity financing in an amount of at least $1,000,000. The purchase price of the
Diamond Note 2 payable to the Company for the Diamond Note 2 was $200,000 and
was funded on March 18, 2022. The amount payable at maturity will be $235,294
plus 10% of that amount plus any accrued and unpaid interest. Following an event
of default, as defined in the Diamond Note 2, the principal amount shall bear
interest for each day until paid, at a rate per annum equal to the lesser of the
maximum interest permitted by applicable law and 18%. The Diamond Note 2
contains a "most favored nations" clause that provides that, so long as the note
is outstanding, if the Company issues any new security, which the Lender
reasonably believes contains a term that is more favorable than those in the
Diamond Note 2, the Company shall notify the Lender of such term, and such term,
at the option of the Lender, shall become a part of the note. In addition, the
Lender will be issued 200,000 5-year warrants that may be exercised on
substantially the same terms as the Series A warrant issued in connection with
the Company's Series D Convertible Preferred Stock. The warrants have an
aggregate commitment date fair value of $2,213. All amounts due for The Diamond
Note 2, with the exception of $23,529, was paid on April 8, 2022. $23,529
remained outstanding as of September 30, 2022.



On March 22, 2022, the Company issued 168,221 shares of common stock with a
contract price of $0.25 per share or $42,055 and a grant date market value of
$0.127 per share or $21,364 were issued to Larry Diamond, it's Chief Executive
Officer, as compensation for the waiver of certain covenants as set forth and
defined in Diamond Note 1.



On April 27, 2022, the Company issued 96,471 shares of common stock with a
contract price of $0.25 per share or $24,118 and a grant date market value of
$0.16 or $15,434 to Larry Diamond, it's Chief Executive Officer, as compensation
for the waiver of certain covenants as set forth and defined in Diamond Note 2.
The Company also issued five-year warrants to purchase 92,942 shares of common
stock at a price of $0.50 to Mr. Diamond pursuant to a promissory note.



On April 27, 2022, the Company issued a 10% Promissory Note due, as extended,
November 30, 2022 (the "Diamond Note 3") to Lawrence Diamond (the "Lender").
Lawrence Diamond is the Chief Executive Officer of the Company. The principal
amount of the Diamond Note 3 is $235,294, carries a 10% interest rate per annum,
payable in monthly installments, and has a maturity date, as extended, that is
the earlier of (i) November 30, 2022, or (ii) five business days after the date
on which the Company successfully lists its shares of common stock on Nasdaq or
NYSE. The purchase price of the Diamond Note 3 payable to the Company for the
Diamond Note was $200,000 and was funded on April 27, 2022. The amount payable
at maturity will be $235,294 plus 10% of that amount plus any accrued and unpaid
interest. Following an event of default, as defined in the Diamond Note 3, the
principal amount shall bear interest for each day until paid, at a rate per
annum equal to the lesser of the maximum interest permitted by applicable law
and 18%. The Diamond Note 3 contains a "most favored nations" clause that
provides that, so long as the note is outstanding, if the Company issues any new
security, which the Lender reasonably believes contains a term that is more
favorable than those in the Diamond Note 3, the Company shall notify the Lender
of such term, and such term, at the option of the Lender, shall become a part of
the note. At September 30, 2022, the principal balance of this note was
$235,294; $35,294 of the original issue discount was amortized to interest
expense during the nine months ended September 30, 2022, and the remaining
original issue discount at September 30, 2022 was $0.



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The Company issued a 10% Promissory Note due as described below (the "Diamond
Note 4"), dated May 18, 2022, to Lawrence Diamond. The principal amount of the
Diamond Note 4 is $47,059.00, carries a 10% interest rate per annum, payable in
monthly installments, and has a maturity date, as extended, that is the earlier
of (i) November 30, 2022 or (ii) five days after the date on which we
successfully list our shares of common stock on any of the NYSE American, the
Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital
Market. The purchase price of the Diamond Note 4 payable to us for the Diamond
Note 4 was $40,000 and was funded on May 18, 2022. The amount payable at
maturity will be $47,059 plus 10% of that amount plus any accrued and unpaid
interest. Following an event of default, as defined in the Diamond Note 4, the
principal amount shall bear interest for each day until paid, at a rate per
annum equal to the lesser of the maximum interest permitted by applicable law
and 18%. The Diamond Note 4 contains a "most favored nations" clause that
provides that, so long as the Diamond Note 4 is outstanding, if we issue any new
security, which the Lender reasonably believes contains a term that is more
favorable than those in the Diamond Note 4, we shall notify Mr. Diamond of such
term, and such term, at the option of Mr. Diamond, shall become a part of the
note. In addition, Mr. Diamond will be issued (1) 19,294 five-year warrants (the
"May 18 Diamond Warrants") that may be exercised on substantially the same terms
as the Series A warrant issued in connection with our Series D Convertible
Preferred Stock and (2) 19,294 shares of Common Stock as commitment shares. At
September 30, 2022, the principal balance of this note was $47,059; discounts in
the amount of $14,778 were amortized to interest expense during the nine months
ended September 30, 2022, and total discounts in the amount of $6,478 remained
outstanding at September 30, 2022.



On May 23, 2022, the Company issued a 10% Promissory Note due as described below
(the "Finnegan Note 1") to Jessica Finnegan. Jessica Finnegan is VP of Human
Resources of the Company. The principal amount of the Finnegan Note 1 is
$47,059, carries a 10% interest rate per annum, payable in monthly installments,
and has a maturity date that is November 20, 2022. The purchase price of the
Finnegan Note 1 was $40,000 resulting in an original issue discount of $7,059
and was funded on May 18, 2022. The amount payable at maturity will be $47,059
plus 10% of that amount plus any accrued and unpaid interest, resulting in a
premium and related discount in the amount of $4,706. Following an event of
default, as defined in the Finnegan Note 1, the principal amount shall bear
interest for each day until paid, at a rate per annum equal to the lesser of the
maximum interest permitted by applicable law and 18%. The Finnegan Note 1
contains a "most favored nations" clause that provides that, so long as the
Finnegan Note 1 is outstanding, if we issue any new security, which the Lender
reasonably believes contains a term that is more favorable than those in the
Finnegan Note 1, we shall notify Ms. Finnegan of such term, and such term, at
the option of Ms. Finnegan, shall become a part of the note. In addition, Ms.
Finnegan will be issued (1) 19,295 five-year warrants with a fair value of
$2,000 (the "May 18 Finnegan Warrants") that may be exercised on substantially
the same terms as the Series A warrant issued in connection with our Series D
Convertible Preferred Stock and (2) 19,295 shares of Common Stock with a value
of $3,240 as commitment shares; these amounts were charged to discount on the
note, resulting in a total discount on this note in the amount of $17,005.
Discounts in the amount of $12,478 were amortized to interest expense during the
nine months ended September 30, 2022, and total discounts in the amount of
$4,518 remained outstanding at September 30, 2022.



The Company issued five 10% Promissory Notes due as described below
(collectively, the "May 26 Notes"), dated May 26, 2022, to Larry Diamond, Jenny
Lindstrom, and other related parties (the "May 26 Lenders"), in respect of which
we received proceeds of $175,000. Jenny Lindstrom is the Chief Legal Officer of
the Company.



The May 26 Notes carry a 10% interest rate per annum, payable in monthly
installments, and has a maturity date that is the earlier of (i) November 30,
2022, or (ii) the date on which we successfully lists our shares of common stock
on Nasdaq or NYSE. The aggregate amount payable at maturity will be $205,883
plus 10% of that amount plus any accrued and unpaid interest. Following an event
of default, as defined in the May 26 Notes, the principal amount shall bear
interest for each day until paid, at a rate per annum equal to the lesser of the
maximum interest permitted by applicable law and 18%. The May 26 Notes contain a
"most favored nations" clause that provides that, so long as the May 26 Notes
are outstanding, if we issue any new security, which the May 26 Lenders
reasonably believe contains a term that is more favorable than those in the May
26 Notes, we shall notify the May 26 Lenders of such term, and such term, at the
option of the May 26 Lenders, shall become a part of the May 26 Notes. In
addition, the May 26 Lenders will be issued in the aggregate (1) 84,412
five-year warrants (the "May 26 Warrants") and (2) 84,412 shares of Common Stock
as commitment shares. The May 26 Warrants have an initial exercise price of
$0.50 per share. The May 26 Warrants are not exercisable for nine months
following their issuance. The May 26 Lenders may exercise the May 26 Warrants on
a cashless basis if after the six-month anniversary of date of issuance, the
shares of Common Stock underlying the May 26 Warrants are not then registered
pursuant to an effective registration statement. At September 30, 2022, the
principal balance of these notes were $205,883. Discounts in the amount of
$51,724 were amortized to interest expense during the nine months ended
September 30, 2022, and total discounts in the amount of $22,672 remained
outstanding at September 30, 2022.



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The Company issued a 10% Promissory Note due as described below (the "Howe Note
2"), dated June 9, 2022, to Michael C. Howe Living Trust and in respect of which
we received proceeds of $255,000. Michael C. Howe is the Chief Executive Officer
of the Good Clinic LLC, one of the Company's subsidiaries.



The Howe Note 2 carries a 10% interest rate per annum, payable in monthly
installments. The Howe Note 2 has a maturity date, as extended, that is the
earlier of (i) November 30, 2022, or (ii) five business days after the date on
which we successfully list our shares of common stock on Nasdaq or NYSE. The
amount payable at maturity will be $300,000 plus 10% of that amount plus any
accrued and unpaid interest. In addition, the Company issued (1) 123,000
five-year warrants with a fair value of $21,500 and (2) 123,000 shares of Common
Stock with a market value of $44,000 as commitment shares. The warrants have an
initial exercise price of $0.50 per share and are not exercisable for nine
months following their issuance. At September 30, 2022, the principal balance of
this note was $300,000. Discounts in the amount of $71,012 were amortized to
interest expense during the nine months ended September 30, 2022, and total
discounts in the amount of $37,393 remained outstanding at September 30, 2022.

On June 13, 2022, the Company issued 200,000 ten-year stock options with an exercise price of $0.25 and a fair value of $23,316 to Tom Brodmerkel, its Chairman, for taking on the position of Chief Financial Officer.

On July 21, 2022, the Company issued a 10% Promissory Notes due to Michael C
Howe Living Trust (the "Howe Note 3") and in respect of which the Company
received proceeds of $255,000. The Howe Note 3 carries a 10% interest rate per
annum, accrued monthly and payable at maturity. The Howe Note 3 has a maturity
date, as extended, that is the earlier of (i) November 30, 2022, or (ii) five
business days after the date on which the Company successfully lists its shares
of common stock on Nasdaq or NYSE. The amount payable at maturity will be
$300,000 plus 10% of that amount plus any accrued and unpaid interest. Following
an event of default, as defined in the Howe Note 3, the principal amount shall
bear interest for each day until paid, at a rate per annum equal to the lesser
of the maximum interest permitted by applicable law and 18%. The Howe Note 3
contains a "most favored nations" clause that provides that, so long as the Howe
Note 3 is outstanding, if the Company issues any new security, which Mr. Howe
reasonably believes contains a term that is more favorable than those in the
Note, the Company shall notify Mr. Howe of such term, and such term, at the
option of Mr. Howe, shall become a part of the Howe Note 3. In addition, Mr.
Howe will be issued (1) 123,000 five-year warrants and (2) 123,000 shares of
Common Stock as commitment shares. The Commitment Shares are priced at $0.25.
The Warrants have an initial exercise price of $0.50 per share. The Warrants are
not exercisable for six months following their issuance. Mr. Howe may exercise
the Warrants on a cashless basis if after the six-month anniversary of date of
issuance, the shares of Common Stock underlying the Warrants are not then
registered pursuant to an effective registration statement. Discounts in the
amount of $97,440 were amortized to interest expense during the nine months
ended September 30, 2022, and total discounts in the amount of $0 remained
outstanding at September 30, 2022.



On July 21, 2022, the Company issued a 10% Promissory Note due to Juan Carlos
Iturregui (the "Iturregui Note") and in respect of which the Company received
proceeds of $25,000. Mr. Iturregui is a member of the Company's Board of
Directors. The Iturregui Note carries a 10% interest rate per annum, accrued
monthly and payable at maturity. The Iturregui Note has a maturity date that is
the earlier of (i) January 21, 2023, or (ii) five business days after the date
on which the Company successfully lists its shares of common stock on Nasdaq or
NYSE. The amount payable at maturity will be $29,412 plus 10% of that amount
plus any accrued and unpaid interest. Following an event of default, as defined
in The Iturregui Note, the principal amount shall bear interest for each day
until paid, at a rate per annum equal to the lesser of the maximum interest
permitted by applicable law and 18%. The Iturregui Note contains a "most favored
nations" clause that provides that, so long as The Iturregui Note is
outstanding, if the Company issues any new security, which Mr. Iturregui
reasonably believes contains a term that is more favorable than those in The
Iturregui Note, the Company shall notify Mr. Iturregui of such term, and such
term, at the option of Mr. Iturregui, shall become a part of The Iturregui Note.
In addition, Mr. Iturregui will be issued (1) 12,059 five-year warrants (the
"Warrants") and (2) 12,059 shares of Common Stock as commitment shares
("Commitment Shares"). The Commitment Shares are priced at $0.25. The Warrants
have an initial exercise price of $0.50 per share. The Warrants are not
exercisable for six months following their issuance. Mr. Iturregui may exercise
the Warrants on a cashless basis if after the six-month anniversary of date of
issuance, the shares of Common Stock underlying the Warrants are not then
registered pursuant to an effective registration statement. Discounts in the
amount of $3,686 were amortized to interest expense during the nine months ended
September 30, 2022, and total discounts in the amount of $5,867 remained
outstanding at September 30, 2022.



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On August 4, 2022, the Company issued a 10% Promissory Note due to Jessica,
Kevin C., Brody, Isabella and Jack Finnegan (the "Finnegan Note 3") and in
respect of which the Company received proceeds of $25,000. The Finnegan Note 3
carries a 10% interest rate per annum, accrued monthly and payable at maturity.
The Finnegan Note 3 has a maturity of February 3, 2023. The amount payable at
maturity will be $29,412 plus 10% of that amount plus any accrued and unpaid
interest. Following an event of default, as defined in the Finnegan Note 3, the
principal amount shall bear interest for each day until paid, at a rate per
annum equal to the lesser of the maximum interest permitted by applicable law
and 18%. The Finnegan Note 3 contains a "most favored nations" clause that
provides that, so long as the Finnegan Note 3 is outstanding, if the Company
issues any new security, which the Finnegans reasonably believes contains a term
that is more favorable than those in the Finnegan Note 3, the Company shall
notify the Finnegans of such term, and such term, at the option of the
Finnegans, shall become a part of the Finnegan Note 3. In addition, the
Finnegans will be issued in aggregate (1) 12,059 five-year warrants and (2)
12,059 shares of Common Stock as Commitment Shares . The Commitment Shares are
priced at $0.25. The Warrants have an initial exercise price of $0.50 per share.
The Warrants are not exercisable for six months following their issuance. The
Finnegans may exercise the Warrants on a cashless basis if after the six-month
anniversary of date of issuance, the shares of Common Stock underlying the
Warrants are not then registered pursuant to an effective registration
statement. Discounts in the amount of $2,898 were amortized to interest expense
during the nine months ended September 30, 2022, and total discounts in the
amount of $6,405 remained outstanding at September 30, 2022.



On August 18, 2022, the Company issued a 10% Promissory Note due to Michael C
Howe Living Trust (the "Howe Note 4") and in respect of which the Company
received proceeds of $170,000. The Howe Note 4 carries a 10% interest rate per
annum, accrued monthly and payable at maturity. The Howe Note 4 has a maturity
date that is the earlier of (i) November 30, 2022, or (ii) five business days
after the date on which the Company successfully lists its shares of common
stock on Nasdaq or NYSE. The aggregate amount payable at maturity will be
$200,000 plus 10% of that amount plus any accrued and unpaid interest. Following
an event of default, as defined in the Howe Note 4, the principal amount shall
bear interest for each day until paid, at a rate per annum equal to the lesser
of the maximum interest permitted by applicable law and 18%. The Howe Note 4
contains a "most favored nations" clause that provides that, so long as the Howe
Note 4 is outstanding, if the Company issues any new security, which Mr. Howe
reasonably believes contains a term that is more favorable than those in the
Howe Note 4, the Company shall notify Mr. Howe of such term, and such term, at
the option of Mr. Howe, shall become a part of the Howe Note 4. In addition, Mr.
Howe will be issued 82,000 shares of Common Stock as commitment shares (the
"Howe Note 4 Commitment Shares"). The Howe Note 4 Commitment Shares are priced
at $0.25. Discounts in the amount of $25,128 were amortized to interest expense
during the nine months ended September 30, 2022, and total discounts in the
amount of $35,647 remained outstanding at September 30, 2022.

Note 6 - Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consisted of the following at September
30, 2022 and 2021:



                                                  September 30,       December 31,
                                                      2022                2021
Trade accounts payable                           $     5,925,399     $    3,933,305
Accrued payroll and payroll taxes                        544,529            

23,554

Other                                                          -            

19,205

Total accounts payable and accrued liabilities $ 6,469,928 $ 3,976,064

In 2022, nine mechanic's liens for a total of $2,191,861 were filed by several
contractors against six of our clinics.  The full amount of all lien amounts are
included above in Trade Accounts Payable.

Note 7 - Right to Use Assets and Lease Liabilities - Operating Leases

The Company has operating leases for its clinic with a remaining lease term of
approximately 6.9 years. The Company's lease expense was entirely comprised of
operating leases. Lease expense for the three months ended September 30, 2022
and 2021 amounted to $236,051 and $153,300, respectively. Lease expense for the
nine months ended September 30, 2022 and 2021 amounted to approximately $586,145
and $212,500, respectively.



The Company's ROU asset amortization for the three months ended September 30,
2022 and 2021 was approximately $77,772 and $18,500, respectively. The Company's
ROU asset amortization for the nine months ended September 30, 2022 and 2021 was
$370,064 and $71,300, respectively.

The difference between the lease expense and the associated ROU asset amortization consists of interest at a rate of 12% per annum.

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As of September 30, 2022, the Company had total operating lease liabilities of approximately $4.4 million and right-of-use assets of approximately $3.8 million, which were included in the condensed consolidated balance sheet.

Right to use assets - operating leases are summarized below:

                                                                September 30,       December 31,
                                                                    2022                2021
Right to use assets, net                                       $     3,805,757     $    3,886,866

Lease liability - operating leases are summarized below:

                                                            September 30,       December 31,
                                                                2022                2021
Lease liability                                            $     4,397,190     $    4,134,802
Less: current portion                                             (325,358 )         (161,838 )
Lease liability, non-current                               $     4,071,832     $    3,972,964

Maturity analysis under these lease agreements are as follows:

For the twelve months ended September 30, 2023                   $    

882,954

For the twelve months ended September 30, 2024

897,570

For the twelve months ended September 30, 2025

903,160

For the twelve months ended September 30, 2026

923,216

For the twelve months ended September 30, 2027                        943,129
Thereafter                                                          2,111,294
Total                                                               6,661,323
Less: Present value discount                                       (2,264,133 )
Lease liability                                                  $  4,397,190




Note 8 - Debt

10% Promissory Note and Warrants to Michael C. Howe Living Trust

Howe Note 1 - We issued a 10% Promissory Note due, as extended, November 30,
2022 (the "Howe Note 1"), dated December 30, 2021, to the Michael C. Howe Living
Trust. Michael C. Howe is the Chief Executive Officer of the Good Clinic LLC,
one of our subsidiaries. The principal amount of the Howe Note 1 is $1,000,000,
carries a 10% interest rate per annum, accrued monthly, and has a maturity date
that is the earlier of (i) November 30, 2022, or (ii) five (5) business days
after the date on which we successfully lists its shares of common stock on
Nasdaq or NYSE. The purchase price of the Howe Note 1 payable to us for the Howe
Note 1 was $850,000 and was funded on December 30, 2021. The amount payable at
maturity will be $1,000,000 plus 10% of that amount plus any accrued and unpaid
interest. Following an event of default, as defined in the Howe Note 1, the
principal amount shall bear interest for each day until paid, at a rate per
annum equal to the lesser of the maximum interest permitted by applicable law
and 18%. The Howe Note 1 contains a "most favored nations" clause that provides
that, so long as the Howe Note 1 is outstanding, if we issue any new security,
which Mr. Howe reasonably believes contains a term that is more favorable than
those in the Howe Note 1, we shall notify Mr. Howe of such term, and such term,
at the option of Mr. Howe, shall become a part of the Howe Note 1.  In addition,
Mr. Howe will be issued 410,000 of common stock as commitment shares. As further
consideration for the purchase price of the Howe Note 1, promptly following the
issue of the Howe Note 1, we shall issue to Mr. Howe two common stock purchase
warrants, entitling Mr. Howe to purchase (i) 2,100,000 shares of our common
stock on substantially the same terms as the Series A warrant issued in
connection with the Company's Series D Convertible Preferred Stock, and (ii)
2,100,000 shares of our common stock on substantially the same terms as the
Series B warrant issued in connection with our Series D Convertible Preferred
Stock, one Series A Warrant, and one Series B Warrant. The Series A and Series B
Warrants issued to Mr. Howe under the Howe Note 1 had a fair value of $261,568
at the date of issuance, which was recorded as a discount to the Howe Note 1.
Discounts in the amount of $511,568 were amortized to interest expense during
the nine months ended September 30, 2022, and total discounts in the amount of
$0 remained outstanding at September 30, 2022.



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Debt for Equity Exchange with Gardner Builders Holdings, LLC

We entered into a debt-for-equity exchange agreement with Gardner Builders
Holdings, LLC ("Gardner") on January 5, 2022 (the "Gardner Agreement"). Pursuant
to the Gardner Agreement, we have authorized the issuance of shares of
restricted common stock, par value $0.01 per share, of MITI (the "Restricted
Shares") to Gardner in exchange for the Company Debt Obligations, as defined
below.



The Gardner Agreement settles certain amounts owed by us to Gardner (the
"Accounts Payable Amount") as well as upcoming amounts that will become due
between the date of the Gardner Agreement and April 1, 2022. The Gardner
Agreement also settles incurred interest and penalties on the amounts owed
through January 5, 2022, as well as future interest payments on amounts to be
incurred in the first quarter of 2022 (collectively, the "Additional Costs", and
combined with the Accounts Payable Amount, the "Company Debt Obligations"). The
Accounts Payable Amount is $500,000, the Additional Costs amount is $294,912 and
the conversion price is $0.25. As a result, 3,179,650 Restricted Shares were
authorized to be issued. Our Board of Directors approved the Gardner Agreement
on January 5, 2022.

10% Promissory Notes to Lawrence Diamond

Diamond Note 1 - We issued a 10% Promissory Note due, as extended, November 30,
2022 (the "Diamond Note 1"), dated February 14, 2022, to Lawrence Diamond. Mr.
Diamond is our Chief Executive Officer and a member of our Board of Directors.
The principal amount of the Diamond Note 1 is $175,000, carries a 10% interest
rate per annum, accrued monthly, and has a maturity date, as extended, that is
the earlier of (i) November 30, 2022, or (ii) five business days after the date
on which we successfully list our shares of common stock on Nasdaq or NYSE. The
purchase price of the Diamond Note 1 payable to us for the Diamond Note 1 was
$148,750 and was funded on February 14, 2022. The amount payable at maturity
will be $175,000 plus 10% of that amount plus accrued and unpaid interest.
Following an event of default, as defined in the Diamond Note 1, the principal
amount shall bear interest for each day until paid, at a rate per annum equal to
the lesser of the maximum interest permitted by applicable law and 18%. The
Diamond Note 1 contains a "most favored nations" clause that provides that, so
long as the Diamond Note 1 is outstanding, if we issue any new security, which
Mr. Diamond believes contains a term that is more favorable than those in the
Diamond Note 1, we shall notify Mr. Diamond of such term, and such term, at the
option of Mr. Diamond, shall become a part of the Diamond Note 1. In addition to
the Diamond Note 1 Mr. Diamond will be issued (i) 367,500 5-year warrants that
may be exercised at $0.50 per share and 367,500 5-year warrants that may be
exercised at $0.75 per share; and (ii) 71,750 shares of common stock as
commitment shares. These warrants have all of the same terms as those previously
issued in conjunction with our Series C Preferred shares and its Series D
Preferred shares. Discounts in the amount of $44,664 were amortized to interest
expense during the nine months ended September 30, 2022, and total discounts in
the amount of $0 remained outstanding at September 30, 2022.



Diamond Note 2 - We issued a 10% Promissory Note due, as extended, November 30,
2022 (the "Diamond Note 2"), dated March 18, 2022, to Lawrence Diamond. The
principal amount of the Diamond Note 2 is $235,294, carries a 10% interest rate
per annum, accrued monthly, and has a maturity date, as extended, that is the
earlier of (i) November 30, 2022, (ii) five (5) business days after the date on
which we successfully list its shares of common stock on Nasdaq or NYSE. The
purchase price of the Diamond Note 2 payable to us for the Diamond Note 2 was
$200,000 and was funded on March 18, 2022. The amount payable at maturity will
be $235,294 plus 10% of that amount plus any accrued and unpaid interest.
Following an event of default, as defined in the Diamond Note 2, the principal
amount shall bear interest for each day until paid, at a rate per annum equal to
the lesser of the maximum interest permitted by applicable law and 18%. The
Diamond Note 2 contains a "most favored nations" clause that provides that, so
long as the Diamond Note 2 is outstanding, if we issue any new security, which
Mr. Diamond reasonably believes contains a term that is more favorable than
those in the Diamond Note 2, the Company shall notify Mr. Diamond of such term,
and such term, at the option of Mr. Diamond, shall become a part of the Diamond
Note 2. In addition, Mr. Diamond will be issued 200,000 5-year warrants at a
price of $0.50 that may be exercised on substantially the same terms as the
Series A warrant issued in connection with the Company's Series D Convertible
Preferred Stock, and 96,450 shares as commitment shares. All but $23,529 of the
Diamond Note 2 was paid off on April 8, 2022. Discounts in the amount of $83,823
were amortized to interest expense during the nine months ended September 30,
2022, and total discounts in the amount of $22,672 remained outstanding at
September 30, 2022.



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Diamond Note 3 - We issued a 10% Promissory Note due, as extended, November 30,
2022 (the "Diamond Note 3"), dated April 27, 2022, to Lawrence Diamond, which
was subsequently amended. The principal amount of the Diamond Note 3 is
$235,294.00, carries a 10% interest rate per annum, accrued monthly, and has a
maturity date, as extended, that is the earlier of (i) November 30, 2022,
or (ii) five (5) business days after the date on which we successfully lists its
shares of common stock on Nasdaq or NYSE. The purchase price of the Diamond Note
3 payable to us for the Diamond Note 3 was $200,000 and was funded on April 27,
2022. The amount payable at maturity will be $235,294 plus 10% of that amount
plus any accrued and unpaid interest. Following an event of default, as defined
in the Diamond Note 3, the principal amount shall bear interest for each day
until paid, at a rate per annum equal to the lesser of the maximum interest
permitted by applicable law and 18%. The Diamond Note 3 contains a "most favored
nations" clause that provides that, so long as the Diamond Note 3 is
outstanding, if we issue any new security, which Mr. Diamond reasonably believes
contains a term that is more favorable than those in the Diamond Note 3, the
Company shall notify Mr. Diamond of such term, and such term, at the option of
Mr. Diamond, shall become a part of the Diamond Note 3. In addition, Mr. Diamond
will be issued (i) 96,471 5-year warrants at a price of $0.50 that may be
exercised on substantially the same terms as the Series A warrant issued in
connection with our Series D Convertible Preferred Stock and (ii) 96,471 shares
of Common Stock as commitment shares. Discounts in the amount of $83,823 were
amortized to interest expense during the nine months ended September 30, 2022,
and total discounts in the amount of $0 remained outstanding at September 30,
2022.



Diamond Note 4 - We issued a 10% Promissory Note due as described below (the
"Diamond Note 4"), dated May 18, 2022, to Lawrence Diamond. The principal amount
of the Diamond Note 4 is $47,059, carries a 10% interest rate per annum, accrued
monthly, and has a maturity date, as extended, that is the earlier of (i) five
business days after the date on which we successfully lists its shares of common
stock on Nasdaq or NYSE, or (ii) November 30, 2022. The purchase price of the
Diamond Note 4 payable to us for the Diamond Note 4 was $40,000 and was funded
on May 18, 2022. The amount payable at maturity will be $47,059 plus 10% of that
amount plus any accrued and unpaid interest. Following an event of default, as
defined in the Diamond Note 4, the principal amount shall bear interest for each
day until paid, at a rate per annum equal to the lesser of the maximum interest
permitted by applicable law and 18%. The Diamond Note 4 contains a "most favored
nations" clause that provides that, so long as the Diamond Note 4 is
outstanding, if we issue any new security, which the Mr. Diamond reasonably
believes contains a term that is more favorable than those in the Diamond Note
4, we shall notify the Mr. Diamond of such term, and such term, at the option of
Mr. Diamond, shall become a part of the Note. In addition, Mr. Diamond will be
issued (1) 19,294 five-year warrants (the "May 18 Diamond Warrants") at a price
of $0.50 that may be exercised on substantially the same terms as the Series A
warrant issued in connection with our Series D Convertible Preferred Stock and
(2) 19,294 shares of Common Stock as commitment shares. Discounts in the amount
of $17,885 were amortized to interest expense during the nine months ended
September 30, 2022, and total discounts in the amount of $0 remained outstanding
at September 30, 2022.



Finnegan Note 1



On May 23, 2022, the Company issued a 10% Promissory Note due as described below
(the "Finnegan Note 1") to Jessica Finnegan. The principal amount of the
Finnegan Note 1 is $47,059, carries a 10% interest rate per annum, payable in
monthly installments, and has a maturity date that is the earlier of (i) four
business days after the date on which we successfully lists its shares of common
stock on Nasdaq or NYSE, or (ii) two business days after the date of receipt of
the Company of the next round of debt or equity financing in a net amount of at
least $600,000. The purchase price of the Finnegan Note 1 was $40,000 resulting
in an original issue discount of $7,059 and was funded on May 18, 2022. The
amount payable at maturity will be $47,059 plus 10% of that amount plus any
accrued and unpaid interest, resulting in a premium and related discount in the
amount of $4,706. Following an event of default, as defined in the Finnegan Note
1, the principal amount shall bear interest for each day until paid, at a rate
per annum equal to the lesser of the maximum interest permitted by applicable
law and 18%. The Finnegan Note 1 contains a "most favored nations" clause that
provides that, so long as the Finnegan Note 1 is outstanding, if we issue any
new security, which the Lender reasonably believes contains a term that is more
favorable than those in the Finnegan Note 1, we shall notify Ms. Finnegan of
such term, and such term, at the option of Ms. Finnegan, shall become a part of
the Note. In addition, Ms. Finnegan will be issued (1) 19,295 five-year warrants
with a fair value of $2,000 (the "May 18 Finnegan Warrants") that may be
exercised on substantially the same terms as the Series A warrant issued in
connection with our Series D Convertible Preferred Stock and (2) 19,295 shares
of Common Stock with a value of $3,240 as commitment shares; these amounts were
charged to discount on the note, resulting in a total discount on this note in
the amount of $17,005. At September 30, 2022, the principal balance of this note
was $47,059. Discounts in the amount of $12,487 were amortized to interest
expense during the nine months ended September 30, 2022, and total discounts in
the amount of $4,518 remained outstanding at September 30, 2022.



May 26, 2022 Notes - We issued five 10% Promissory Notes due as described below
(collectively, the "May 26 Notes"), dated May 26, 2022, to Larry Diamond, Jenny
Lindstrom, and other related parties (the "May 26 Lenders"), in respect of which
we received proceeds of $175,000. Jenny Lindstrom is the Chief Legal Officer of
the Company.



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The May 26 Notes carry a 10% interest rate per annum, accrued monthly, and has
a maturity date that is the earlier of (i) November 30, 2022, or (ii) five
business days after the date on which we successfully lists our shares of common
stock on Nasdaq or NYSE. The aggregate amount payable at maturity will be
$205,883 plus 10% of that amount plus any accrued and unpaid interest. Following
an event of default, as defined in the May 26 Notes, the principal amount shall
bear interest for each day until paid, at a rate per annum equal to the lesser
of the maximum interest permitted by applicable law and 18%. The May 26 Notes
contain a "most favored nations" clause that provides that, so long as the May
26 Notes are outstanding, if we issue any new security, which the May 26 Lenders
reasonably believe contains a term that is more favorable than those in the May
26 Notes, we shall notify the May 26 Lenders of such term, and such term, at the
option of the May 26 Lenders, shall become a part of the May 26 Notes. In
addition, the May 26 Lenders will be issued in the aggregate (1) 84,412
five-year warrants (the "May 26 Warrants") and (2) 84,412 shares of Common Stock
as commitment shares. The May 26 Warrants have an initial exercise price of
$0.50 per share. The May 26 Warrants are not exercisable for six months
following their issuance. The May 26 Lenders may exercise the May 26 Warrants on
a cashless basis if after the six-month anniversary of date of issuance, the
shares of Common Stock underlying the May 26 Warrants are not then registered
pursuant to an effective registration statement. Discounts in the amount of
$51,724 were amortized to interest expense during the nine months ended
September 30, 2022, and total discounts in the amount of $22,672 remained
outstanding at September 30, 2022.

Securities Purchases Agreement with AJB Capital Investments, LLC

On March 18, 2022, we entered into a Securities Purchase Agreement (the "AJB
Agreement") with AJB Capital Investments, LLC ("AJB") with respect to the sale
and issuance to AJB of: (i) an initial commitment fee in the amount of $430,000
in the form of 1,720,000 shares (the "AJB Commitment Fee Shares") of the Common
Stock, which AJB Commitment Fee Shares can be decreased to 720,000 shares
($180,000) if the Company repays the AJB Note on or prior its maturity, (ii) a
promissory note in the aggregate principal amount of $750,000 (the "AJB Note"),
and (iii) Common Stock Purchase Warrants to purchase up to an aggregate of
750,000 shares of the Common Stock (the "AJB Warrants"). The AJB Note and AJB
Warrants were issued on March 17, 2022 and were held in escrow pending
effectiveness of the AJB Agreement. $368,945 of the discounts were amortized to
interest expense during the nine months ended September 30, 2022, and the
remaining discount at September 30, 2022 was $55,969.



Pursuant to the terms of the AJB Agreement, the initial AJB Commitment Fee
Shares were issued at a value of $430,000, the AJB Note was issued in a
principal amount of $750,000 for a purchase price of $675,000, resulting in an
original issue discount of $75,000; and the AJB Warrants were issued, with an
initial exercise price of $0.50 per share, subject to adjustment as described
herein. The aggregate cash subscription amount received by the Company from AJB
for the issuance of the AJB Commitment Fee Shares, AJB Note and AJB Warrants was
$616,250, due to a reduction in the $675,000 purchase price as a result of
broker, legal, and transaction fees.



As previously disclosed on our Form 8-K filed on March 26, 2021 and October 22,
2021, we issued the Series C Convertible Preferred Stock and Series D
Convertible Preferred Stock to the investors named therein (the "Series C
Investors" and "Series D Investors"). We obtained consents and waivers from the
Series C and Series D Investors to allow the Company to enter into the AJB
Agreement. We issued 8,220 shares of Common Stock to the Series C Investors and
25,420 shares of Common Stock to the Series D Investors in connection with
obtaining their consents and waivers.

Securities Purchase Agreement with Anson Investment Master Fund and Anson East Master Fund

On April 6, 2022, we entered into separate Securities Purchase Agreement with
each of Anson East Master Fund LP ("AEMF") (the "AEMF Purchase Agreement") and
Anson Investments Master Fund LP ("AIMF", and collectively with AEMF, the "Anson
Investors") (the "AIMF Purchase Agreement, together with the AEMF Purchase
Agreement, the "Anson Agreements") with respect to the sale and issuance to AEMF
and AIMF of: (i) an aggregate initial commitment fee in the amount of $430,000
in the form of 1,720,000 shares (the "Anson Commitment Fee Shares") of the
Common Stock, which Anson Commitment Fee Shares can be decreased to 722,400
shares ($180,000) if we repay the Anson Notes on or prior their maturity, (ii)
promissory notes in the aggregate principal amount of $750,000 (the "Anson
Notes"), and (iii) Common Stock Purchase Warrants to purchase up to an aggregate
of 750,000 shares of the Common Stock (the "Anson Warrants"). The Anson Notes
and Anson Warrants were issued on April 6, 2022 and were held in escrow pending
effectiveness of the Anson Agreements.



Pursuant to the terms of the Anson Agreements, the initial Anson Commitment Fee
Shares were issued at an aggregate value of $430,000, the Anson Notes were
issued in an aggregate principal amount of $750,000 for an aggregate purchase
price of $675,000, resulting in an aggregate original issue discount of $75,000;
and the Anson Warrants were issued, with an initial exercise price of $0.50 per
share, subject to adjustment as described herein. The aggregate cash
subscription amount received by the Company from the Anson Investors for the
issuance of the Anson Commitment Fee Shares, Anson Notes and Anson Warrants was
$629,500, due to a reduction in the $675,000 aggregate purchase price as a
result of broker, legal, and transaction fees. $597,588 of the discounts were
amortized to interest expense during the nine months ended September 30, 2022,
and the remaining discount at September 30, 2022 was $41,077.



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Securities Purchase Agreement with GS Capital Partners

On April 18, 2022, we entered into a Securities Purchase Agreement (the "GS
Agreement") with GS Capital Partners, LLC ("GS Capital") with respect to the
sale and issuance to GS Capital of: (i) an initial commitment fee in the amount
of $159,259 in the form of 637,036 shares (the "GS Commitment Fee Shares") of
the Common Stock, which GS Commitment Fee Shares can be decreased to 266,280
shares ($66,570) if the Company repays the GS Note on or prior to its maturity,
(ii) a promissory note in the aggregate principal amount of $277,777 (the "GS
Note"), and (iii) Common Stock Purchase Warrants to purchase up to an aggregate
of 277,777 shares of the Common Stock (the "GS Warrants"). The GS Note and GS
Warrants were issued on April 18, 2022.



Pursuant to the terms of the GS Agreement, the initial GS Commitment Fee Shares
were issued at a value of $159,259, the GS Note was issued in a principal amount
of $277,777 for a purchase price of $250,000, resulting in an original issue
discount of $27,777; and the GS Warrants were issued, with an initial exercise
price of $0.50 per share, subject to adjustment as described herein. The
aggregate cash subscription amount received by us from GS Capital for the
issuance of the GS Commitment Fee Shares, GS Note, and GS Warrants was $227,500,
due to a reduction in the $250,000 purchase price as a result of broker, legal,
and transaction fees. $161,159 of the discounts were amortized to interest
expense during the nine months ended September 30, 2022, and the remaining
discount at September 30, 2022 was $37,383.

Securities Purchase Agreement with Kishon Investments

On May 10, 2022, we entered into a Securities Purchase Agreement (the "Kishon
Agreement") with Kishon Investments, LLC ("Kishon") with respect to the sale and
issuance to Kishon of: (i) an initial commitment fee in the amount of $159,259
in the form of 637,036 shares (the "Kishon Commitment Fee Shares") of our Common
Stock, (ii) promissory note in the principal amount of $277,777 due on November
10, 2022 (the "Kishon Note"), and (iii) Common Stock Purchase Warrants to
purchase up to 277,777 shares of the Common Stock (the "Kishon Warrants"). The
Kishon Note and Kishon Warrants were issued on May 10, 2022 and were held in
escrow pending effectiveness of the Kishon Agreement.



Pursuant to the terms of the Kishon Agreement, the initial Kishon Commitment Fee
Shares were issued at a value of $159,259, the Kishon Note was issued in the
principal amount of $277,777 for a purchase price of $250,000, resulting in the
original issue discount of $27,777; and the Kishon Warrants were issued, with an
initial exercise price of $0.50 per share, subject to adjustment. $115,661 of
the discount was amortized to interest expense during the nine months ended
September 30, 2022, and the remaining original issue discount at September 30,
2022 was $56,396.

10% Promissory Notes Issued on June 9, 2022

We issued two 10% Promissory Notes due as described below (individually, the
"Howe Note 2" and the "Dragon Note", and collectively, the "June 9 Notes"),
dated June 9, 2022, to Michael C. Howe Living Trust and Dragon Dynamic Funds
Platform Ltd. (the "June 9 Lenders") and in respect of which we received
proceeds of $755,000. Michael C. Howe is the Chief Executive Officer of the Good
Clinic LLC, one of the Company's subsidiaries.



The June 9 Notes carry a 10% interest rate per annum, accrued monthly. The Howe
Note 2 has a maturity date that is the earlier of (i) November 30, 2022, or (ii)
five business days after the date on which we successfully list our shares of
common stock on Nasdaq or NYSE. The Dragon Note has a maturity date that is the
earlier of (i) December 9, 2022, or (ii) the date on which we successfully list
our shares of common stock on Nasdaq or NYSE. The aggregate amount payable at
maturity will be $888,235 plus 10% of that amount plus any accrued and unpaid
interest. In addition, the June 9 Lenders will be issued in the aggregate (1)
364,176 five-year warrants (the "June 9 Warrants") and (2) 364,176 shares of
Common Stock as commitment shares. The June 9 Warrants have an initial exercise
price of $0.50 per share. The June 9 Warrants are not exercisable for six months
following their issuance. Discounts in the amount of $233,665 were amortized to
interest expense during the nine months ended September 30, 2022, and total
discounts in the amount of $134,799 remained outstanding at September 30, 2022.

10% Promissory Notes Issued on July 7, 2022

On July 7, 2022, the Company issued two 10% Promissory Notes due as described
below (individually, the "Schrier Note" and the "William Mackay Note", and
collectively, the "July 7 Notes"), to Charles Schrier and William Mackay
Investments LLC, (together, the "July 7 Lenders") and in respect of which the
Company received proceeds of $270,000.



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The July 7 Notes carry a 10% interest rate per annum, accrued monthly and
payable at maturity. The Schrier Note has a maturity date that is the earlier of
(i) January 8, 2023, or (ii) five business days after the date on which the
Company successfully lists its shares of common stock on Nasdaq or NYSE. The
William Mackay Note has a maturity date that is the earlier of (i) August 8,
2022, or (ii) five business days after the date on which the Company
successfully lists its shares of common stock on Nasdaq or NYSE.



The aggregate amount payable at maturity will be $317,647 plus 10% of that
amount plus any accrued and unpaid interest. Following an event of default, as
defined in the July 7 Notes, the principal amount shall bear interest for each
day until paid, at a rate per annum equal to the lesser of the maximum interest
permitted by applicable law and 18%. The July 7 Notes contain a "most favored
nations" clause that provides that, so long as the July 7 Notes are outstanding,
if the Company issues any new security, which the July 7 Lenders reasonably
believe contains a term that is more favorable than those in the July 7 Notes,
the Company shall notify the July 7 Lenders of such term, and such term, at the
option of the July 7 Lenders, shall become a part of the July 7 Notes. In
addition, the July 7 Lenders will be issued in the aggregate (1) 130,235
five-year warrants (the "Warrants") and (2) 130,235 shares of Common Stock as
commitment shares ("Commitment Shares"). The Commitment Shares are priced at
$0.25. The Warrants have an initial exercise price of $0.50 per share. The
Warrants are not exercisable for six months following their issuance. The July 7
Lenders may exercise the Warrants on a cashless basis if after the six-month
anniversary of date of issuance, the shares of Common Stock underlying the
Warrants are not then registered pursuant to an effective registration
statement. Discounts in the amount of $99,818 were amortized to interest expense
during the nine months ended September 30, 2022, and total discounts in the
amount of $4,164 remained outstanding at September 30, 2022.

10% Promissory Note and Warrants to Michael C. Howe Living Trust

On July 21, 2022, the Company issued a 10% Promissory Notes due to Michael C
Howe Living Trust (the "Howe Note 3") and in respect of which the Company
received proceeds of $255,000. The Howe Note 3 carries a 10% interest rate per
annum, accrued monthly and payable at maturity. The Howe Note 3 has a maturity
date, as extended, that is the earlier of (i) November 30, 2022, or (ii) five
business days after the date on which the Company successfully lists its shares
of common stock on Nasdaq or NYSE. The amount payable at maturity will be
$300,000 plus 10% of that amount plus any accrued and unpaid interest. Following
an event of default, as defined in the Howe Note 3, the principal amount shall
bear interest for each day until paid, at a rate per annum equal to the lesser
of the maximum interest permitted by applicable law and 18%. The Howe Note 3
contains a "most favored nations" clause that provides that, so long as the Howe
Note 3 is outstanding, if the Company issues any new security, which Mr. Howe
reasonably believes contains a term that is more favorable than those in the
Note, the Company shall notify Mr. Howe of such term, and such term, at the
option of Mr. Howe, shall become a part of the Howe Note 3. In addition, Mr.
Howe will be issued (1) 123,000 five-year warrants (the "Warrants") and (2)
123,000 shares of Common Stock as commitment shares ("Commitment Shares"). The
Commitment Shares are priced at $0.25. The Warrants have an initial exercise
price of $0.50 per share. The Warrants are not exercisable for six months
following their issuance. Mr. Howe may exercise the Warrants on a cashless basis
if after the six-month anniversary of date of issuance, the shares of Common
Stock underlying the Warrants are not then registered pursuant to an effective
registration statement. Discounts in the amount of $97,440 were amortized to
interest expense during the nine months ended September 30, 2022, and total
discounts in the amount of $0 remained outstanding at September 30, 2022.

10% Promissory Note and Warrants to Juan Carlos Iturregui

On July 21, 2022, the Company issued a 10% Promissory Notes due to Juan Carlos
Iturregui (the "Iturregui Note") and in respect of which the Company received
proceeds of $25,000. Mr. Iturregui is a member of the Company's Board of
Directors. The Iturregui Note carries a 10% interest rate per annum, accrued
monthly and payable at maturity. The Iturregui Note has a maturity date that is
the earlier of (i) January 21, 2023, or (ii) five business days after the date
on which the Company successfully lists its shares of common stock on Nasdaq or
NYSE. The amount payable at maturity will be $29,412 plus 10% of that amount
plus any accrued and unpaid interest. Following an event of default, as defined
in The Iturregui Note, the principal amount shall bear interest for each day
until paid, at a rate per annum equal to the lesser of the maximum interest
permitted by applicable law and 18%. The Iturregui Note contains a "most favored
nations" clause that provides that, so long as The Iturregui Note is
outstanding, if the Company issues any new security, which Mr. Iturregui
reasonably believes contains a term that is more favorable than those in The
Iturregui Note, the Company shall notify Mr. Iturregui of such term, and such
term, at the option of Mr. Iturregui, shall become a part of The Iturregui Note.
In addition, Mr. Iturregui will be issued (1) 12,059 five-year warrants (the
"Warrants") and (2) 12,059 shares of Common Stock as commitment shares
("Commitment Shares"). The Commitment Shares are priced at $0.25. The Warrants
have an initial exercise price of $0.50 per share. The Warrants are not
exercisable for six months following their issuance. Mr. Iturregui may exercise
the Warrants on a cashless basis if after the six-month anniversary of date of
issuance, the shares of Common Stock underlying the Warrants are not then
registered pursuant to an effective registration statement. Discounts in the
amount of $3,686 were amortized to interest expense during the nine months ended
September 30, 2022, and total discounts in the amount of $5,867 remained
outstanding at September 30, 2022.



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10% Promissory Note and Warrants to Erik Scott Nommsen

On July 26, 2022, the Company issued a 10% Promissory Notes due to Erik Scott
Nommsen (the "Nommsen Note") and in respect of which the Company received
proceeds of $50,000. The Nommsen Note carries a 10% interest rate per annum,
accrued monthly and payable at maturity. The Nommsen Note has a maturity date,
as extended, that is the earlier of (i) November 30, 2022, or (ii) five business
days after the date on which the Company successfully lists its shares of common
stock on Nasdaq or NYSE. The amount payable at maturity will be $58,823 plus 10%
of that amount plus any accrued and unpaid interest. Following an event of
default, as defined in the Nommsen Note, the principal amount shall bear
interest for each day until paid, at a rate per annum equal to the lesser of the
maximum interest permitted by applicable law and 18%. The Nommsen Note contains
a "most favored nations" clause that provides that, so long as the Nommsen Note
is outstanding, if the Company issues any new security, which Mr. Nommsen
reasonably believes contains a term that is more favorable than those in the
Nommsen Note, the Company shall notify Mr. Nommsen of such term, and such term,
at the option of Mr. Nommsen, shall become a part of the Nommsen Note. In
addition, Mr. Nommsen will be issued (1) 24,117 five-year warrants (the
"Warrants") and (2) 12,117 shares of Common Stock as commitment shares
("Commitment Shares"). The Commitment Shares are priced at $0.25. The Warrants
have an initial exercise price of $0.50 per share. The Warrants are not
exercisable for six months following their issuance. Mr. Nommsen may exercise
the Warrants on a cashless basis if after the six-month anniversary of date of
issuance, the shares of Common Stock underlying the Warrants are not then
registered pursuant to an effective registration statement. Discounts in the
amount of $18,905 were amortized to interest expense during the nine months
ended September 30, 2022, and total discounts in the amount of $0 remained
outstanding at September 30, 2022.

10% Promissory Note and Warrants to James H. Caplan

On July 27, 2022, the Company issued a 10% Promissory Notes due to James H.
Caplan (the "Caplan Note") and in respect of which the Company received proceeds
of $50,000. The Caplan Note carries a 10% interest rate per annum, accrued
monthly and payable at maturity. The Caplan Note has a maturity date that is the
earlier of (i) January 21, 2023, or (ii) five business days after the date on
which the Company successfully lists its shares of common stock on Nasdaq or
NYSE. The amount payable at maturity will be $58,823 plus 10% of that amount
plus any accrued and unpaid interest. Following an event of default, as defined
in the Caplan Note, the principal amount shall bear interest for each day until
paid, at a rate per annum equal to the lesser of the maximum interest permitted
by applicable law and 18%. The Caplan Note contains a "most favored nations"
clause that provides that, so long as the Caplan Note is outstanding, if the
Company issues any new security, which Mr. Caplan reasonably believes contains a
term that is more favorable than those in the Caplan Note, the Company shall
notify Mr. Caplan of such term, and such term, at the option of Mr. Caplan,
shall become a part of the Caplan Note. In addition, Mr. Caplan will be issued
(1) 24,117 five-year warrants (the "Warrants") and (2) 24,117 shares of Common
Stock as commitment shares ("Commitment Shares"). The Commitment Shares are
priced at $0.25. The Warrants have an initial exercise price of $0.50 per share.
The Warrants are not exercisable for six months following their issuance. Mr.
Caplan may exercise the Warrants on a cashless basis if after the six-month
anniversary of date of issuance, the shares of Common Stock underlying the
Warrants are not then registered pursuant to an effective registration
statement. Discounts in the amount of $6,907 were amortized to interest expense
during the nine months ended September 30, 2022, and total discounts in the
amount of $12,001 remained outstanding at September 30, 2022

10% Promissory Note and Warrants to Jack Enright

On August 4, 2022, the Company issued a 10% Promissory Notes due to Jack Enright
(the "Enright Note") and in respect of which the Company received proceeds of
$102,000. The Enright Note carries a 10% interest rate per annum, accrued
monthly and payable at maturity. The note has a maturity of February 3, 2023.
The amount payable at maturity will be $120,000 plus 10% of that amount plus any
accrued and unpaid interest. Following an event of default, as defined in the
Enright Note, the principal amount shall bear interest for each day until paid,
at a rate per annum equal to the lesser of the maximum interest permitted by
applicable law and 18%. The Enright Note contains a "most favored nations"
clause that provides that, so long as the Enright Note is outstanding, if the
Company issues any new security, which Mr. Enright reasonably believes contains
a term that is more favorable than those in the Enright Note, the Company shall
notify Mr. Enright of such term, and such term, at the option of Mr. Enright,
shall become a part of the Enright Note. In addition, Mr. Enright will be issued
49,200 shares of Common Stock as commitment shares ("Commitment Shares"). The
Commitment Shares are priced at $0.25. Discounts in the amount of $11,313 were
amortized to interest expense during the nine months ended September 30, 2022,
and total discounts in the amount of $25,004 remained outstanding at September
30, 2022.



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10% Promissory Note and Warrants to the Finnegan Family

On August 4, 2022, the Company issued a 10% Promissory Notes due to Jessica,
Kevin C., Brody, Isabella and Jack Finnegan (the "Finnegan Note 3") and in
respect of which the Company received proceeds of $25,000. Jessica Finnegan is
VP of Human Resources of the Company. The Finnegan Note 3 carries a 10% interest
rate per annum, accrued monthly and payable at maturity. The Finnegan Note 3 has
a maturity of February 3, 2023. The amount payable at maturity will be $29,412
plus 10% of that amount plus any accrued and unpaid interest. Following an event
of default, as defined in the Finnegan Note 3, the principal amount shall bear
interest for each day until paid, at a rate per annum equal to the lesser of the
maximum interest permitted by applicable law and 18%. The Finnegan Note 3
contains a "most favored nations" clause that provides that, so long as the
Finnegan Note 3 is outstanding, if the Company issues any new security, which
the Finnegans reasonably believes contains a term that is more favorable than
those in the Finnegan Note 3, the Company shall notify the Finnegans of such
term, and such term, at the option of the Finnegans, shall become a part of the
Finnegan Note 3. In addition, the Finnegans will be issued in aggregate (1)
12,059 five-year warrants (the "Warrants") and (2) 12,059 shares of Common Stock
as commitment shares ("Commitment Shares"). The Commitment Shares are priced at
$0.25. The Warrants have an initial exercise price of $0.50 per share. The
Warrants are not exercisable for six months following their issuance. The
Finnegans may exercise the Warrants on a cashless basis if after the six-month
anniversary of date of issuance, the shares of Common Stock underlying the
Warrants are not then registered pursuant to an effective registration
statement. Discounts in the amount of $2,898 were amortized to interest expense
during the nine months ended September 30, 2022, and total discounts in the
amount of $6,405 remained outstanding at September 30, 2022

10% Promissory Note and Warrants to Michael C. Howe Living Trust

On August 18, 2022, the Company issued a 10% Promissory Note due to Michael C
Howe Living Trust (the "Howe Note 4") and in respect of which the Company
received proceeds of $170,000. The Howe Note 4 carries a 10% interest rate per
annum, accrued monthly and payable at maturity. The Howe Note 4 has a maturity
date that is the earlier of (i) November 30, 2022, or (ii) five business days
after the date on which the Company successfully lists its shares of common
stock on Nasdaq or NYSE. The aggregate amount payable at maturity will be
$200,000 plus 10% of that amount plus any accrued and unpaid interest. Following
an event of default, as defined in the Howe Note 4, the principal amount shall
bear interest for each day until paid, at a rate per annum equal to the lesser
of the maximum interest permitted by applicable law and 18%. The Howe Note 4
contains a "most favored nations" clause that provides that, so long as the Howe
Note 4 is outstanding, if the Company issues any new security, which Mr. Howe
reasonably believes contains a term that is more favorable than those in the
Howe Note 4, the Company shall notify Mr. Howe of such term, and such term, at
the option of Mr. Howe, shall become a part of the Howe Note 4. In addition, Mr.
Howe will be issued 82,000 shares of Common Stock as commitment shares (the
"Howe Note 4 Commitment Shares"). The Howe Note 4 Commitment Shares are priced
at $0.25. Discounts in the amount of $25,128 were amortized to interest expense
during the nine months ended September 30, 2022, and total discounts in the
amount of $35,647 remained outstanding at September 30, 2022.

10% Promissory Notes Issued on September 2, 2022

On September 2, 2022, the Company issued four 10% Promissory Notes (the
"September 2 Notes") due to Sharon Goff, Lisa Lewis, Frank Lightmas and John
Mitchell (the "September 2 Lenders") and in respect of which the Company
received proceeds of $162,350. The September 2 Notes carry a 10% interest rate
per annum, accrued monthly and payable at maturity. The September 2 Notes have a
maturity date that is the earlier of (i) November 30, 2022, or (ii) five
business days after the date on which the Company successfully lists its shares
of common stock on Nasdaq or NYSE. The aggregate amount payable at maturity will
be $191,000 plus 10% of that amount plus any accrued and unpaid interest.
Following an event of default, as defined in the September 2 Notes, the
principal amount shall bear interest for each day until paid, at a rate per
annum equal to the lesser of the maximum interest permitted by applicable law
and 18%. The September 2 Notes contain a "most favored nations" clause that
provides that, so long as the September 2 Notes are outstanding, if the Company
issues any new security, which the September 2 Lenders reasonably believe
contains a term that is more favorable than those in the September 2 Notes, the
Company shall notify the September 2 Lenders of such term, and such term, at the
option of the September 2 Lenders, shall become a part of the September 2 Notes.
In addition, the September 2 Lenders will be issued in the aggregate 78,350
shares of Common Stock as commitment shares (the "September 2 Notes Commitment
Shares"). The September 2 Notes Commitment Shares are priced at $0.25. Discounts
in the amount of $17,668 were amortized to interest expense during the nine
months ended September 30, 2022, and total discounts in the amount of $38,486
remained outstanding at September 30, 2022.



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10% Promissory Note to Cliff Hagan

On September 9, 2022, the Company issued a 10% Promissory Note (the "Hagan
Note") due to Cliff Hagan in respect of which the Company received proceeds of
$85,000. The Hagan Note carries a 10% interest rate per annum, accrued monthly
and payable at maturity. The Hagan Note has a maturity date that is the earlier
of (i) December 10, 2022, or (ii) five business days after the date on which the
Company successfully lists its shares of common stock on Nasdaq or NYSE. The
aggregate amount payable at maturity will be $100,000 plus 10% of that amount
plus any accrued and unpaid interest. Following an event of default, as defined
in the Hagan Note, the principal amount shall bear interest for each day until
paid, at a rate per annum equal to the lesser of the maximum interest permitted
by applicable law and 18%. The Hagan Note contains a "most favored nations"
clause that provides that, so long as the Hagan Note is outstanding, if the
Company issues any new security, which Mr. Hagan reasonably believes contains a
term that is more favorable than those in the Hagan Note, the Company shall
notify Mr. Hagan of such term, and such term, at the option of Mr. Hagan, shall
become a part of the Hagan Note. In addition, Mr. Hagan will be issued in the
aggregate 41,000 shares of Common Stock as commitment shares (the "Hagan Note
Commitment Shares"). The Hagan Note Commitment Shares are priced at $0.25.
Discounts in the amount of $6,783 were amortized to interest expense during the
nine months ended September 30, 2022, and total discounts in the amount of
$22,932 remained outstanding at September 30, 2022.

10% Promissory Note to Darling Capital, LLC

On September 14, 2022, the Company issued a 10% Promissory Note (the "Darling
Note") due to Darling Capital, LLC in respect of which the Company received
proceeds of $170,000. The Darling Note carries a 10% interest rate per annum,
accrued monthly and payable at maturity. The Darling Note has a maturity date
that is the earlier of (i) December 15, 2022, or (ii) five business days after
the date on which the Company successfully lists its shares of common stock on
Nasdaq or NYSE. The aggregate amount payable at maturity will be $200,000 plus
10% of that amount plus any accrued and unpaid interest. Following an event of
default, as defined in the Darling Note, the principal amount shall bear
interest for each day until paid, at a rate per annum equal to the lesser of the
maximum interest permitted by applicable law and 18%. The Darling Note contains
a "most favored nations" clause that provides that, so long as the Darling Note
is outstanding, if the Company issues any new security, which Darling Capital,
LLC reasonably believes contains a term that is more favorable than those in the
Darling Note, the Company shall notify Darling Capital, LLC of such term, and
such term, at the option of Darling Capital, LLC, shall become a part of the
Darling Note. In addition, Darling Capital, LLC will be issued in the aggregate
82,000 shares of Common Stock as commitment shares (the "Darling Note Commitment
Shares"). The Darling Note Commitment Shares are priced at $0.25. Discounts in
the amount of $10,577 were amortized to interest expense during the nine months
ended September 30, 2022, and total discounts in the amount of $50,247 remained
outstanding at September 30, 2022.

10% Promissory Note to Mack Leath

On September 15, 2022, the Company issued a 10% Promissory Note (the "Leath
Note") due to Mack Leath in respect of which the Company received proceeds of
$42,500. The Leath Note carries a 10% interest rate per annum, accrued monthly
and payable at maturity. The Leath Note has a maturity date that is the earlier
of (i) December 15, 2022, or (ii) five business days after the date on which the
Company successfully lists its shares of common stock on Nasdaq or NYSE. The
aggregate amount payable at maturity will be $50,000 plus 10% of that amount
plus any accrued and unpaid interest. Following an event of default, as defined
in the Leath Note, the principal amount shall bear interest for each day until
paid, at a rate per annum equal to the lesser of the maximum interest permitted
by applicable law and 18%. The Leath Note contains a "most favored nations"
clause that provides that, so long as the Leath Note is outstanding, if the
Company issues any new security, which Mr. Leath reasonably believes contains a
term that is more favorable than those in the Leath Note, the Company shall
notify Mr. Leath of such term, and such term, at the option of Mr. Leath, shall
become a part of the Leath Note. In addition, Mr. Leath will be issued in the
aggregate 20,500 shares of Common Stock as commitment shares (the "Leath Note
Commitment Shares"). The Leath Note Commitment Shares are priced at $0.25.
Discounts in the amount of $2,533 were amortized to interest expense during the
nine months ended September 30, 2022, and total discounts in the amount of
$12,835 remained outstanding at September 30, 2022.



PPP Loan



During March 2020, in response to the COVID-19 crisis, the federal government
announced plans to offer loans to small businesses in various forms, including
the Payroll Protection Program, or "PPP", established as part of the Corona
Virus Aid, Relief and Economic Security Act ("CARES Act") and administered by
the U.S. Small Business Administration. On April 25, 2020, the Company entered
an unsecured Promissory Note with Bank of America for a loan in the original
principal amount of approximately $460,400, and the Company received the full
amount of the loan proceeds on May 4, 2020. The September 30, 2022 balance,
including accrued interest, was $471,535.



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These amounts are reflected in the table below:

                                    September 30,       December 31,
                                        2022                2021
Notes Payable                      $     6,758,124     $    1,000,000
PPP Loan                                   460,406            460,406
                                         7,218,530          1,460,406
Less: Discounts                           (566,432 )         (411,568 )

Notes payable - net of discounts $ 6,652,098 $ 1,048,838

Note 9 - Stockholders' Equity (Deficit)

Common Stock

The Company has authorized 500,000,000 shares of common stock, par value $0.01; 226,491,519 shares were issued and outstanding on September 30, 2022.

Common Stock Transactions During the Nine Months Ended September 30, 2022

On January 12, 2022, the Company entered into a settlement agreement with an
ex-employee. Pursuant to the terms of this agreement, the Company agreed to pay
the amount of $19,032 for accrued salary, and the employee returned to the
Company for cancellation 400,000 shares of common stock previously issued as
compensation. These shares were valued at par value of $0.01 or a total value of
$4,000; the Company recorded a gain on cancellation of these shares in the
amount of $15,032.

The Company entered into a debt-for-equity exchange agreement with Gardner Builders Holdings, LLC ("Gardner") on January 7, 2022 (the "Debt for Equity Agreement"). Pursuant to the Debt for Equity Agreement, the Company issued shares of restricted common stock to Gardner in exchange for the Company Debt Obligations, as defined below.

The Agreement settled for certain accounts payable amounts owed by the Company
to the Creditor (the "Accounts Payable Amount") as well as upcoming amounts that
will become due between the date of the Agreement and April 1, 2022. The
Agreement also settled accrued interest and penalties on the amounts due through
January 5, 2022, as well as interest payments on amounts incurred in the first
quarter of 2022 (collectively, the "Additional Costs", and combined with the
Accounts Payable Amount, the "Company Debt Obligations"). The Accounts Payable
Amount was $500,000, the Additional Costs were $294,912 and the conversion price
was $0.25. As a result, 3,179,650 Restricted Shares were authorized to be
issued.



On March 22, 2022 and March 31, 2022, the Company issued an aggregate 1,541,721
shares of common stock as waiver fees to holders of the Series C and Series D
Preferred Stock for their waivers of certain covenants as set forth and defined
in the Series C and Series D Certificates of Designations. The Company valued
these shares at their contractual price of $0.25 per share and recorded the
amount of $385,431 as waiver fees during the nine months ended September 30,
2022. The Company recorded an aggregate gain upon issuance of these shares in
the amount of $198,273 based on the market price of the Company's common stock
on the date of issuance.



On March 31, 2022, the Company issued 1,720,000 Commitment Fee Shares to AJB
Capital Investors, LLC. A Monte Carlo model was used to value the warrants and
call features, and a probability weighted expected return model was used to
value the True-Up Provision. The contractual price of the common stock $0.25 per
share; valuation purposes, the common stock was valued at the market price on
the date of the transaction of $0.127 per share. The derivative liability was
valued at $106,608 on the date of the transaction and was revalued at $75,158 on
September 30, 2022. The discount on the notes due to the Commitment Fee Shares
and warrants was valued at $349,914. The Company recorded the amount of $226,106
to additional paid-in capital pursuant to this transaction.

On March 31, 2022, the Company issued 382,353 shares of common stock at a price of $0.25 per share which were previously subscribed for the conversion of accounts payable in the amount of $95,558.

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On April 18, 2022, the Company entered into a Securities Purchase Agreement (the
"Purchase Agreement") with GS Capital Partners (the "Investor") with respect to
the sale and issuance to the Investor of: (i) an initial commitment fee in the
amount of $159,259 in the form of 637,036 shares (the "Commitment Fee Shares")
of the Company's common stock (the "Common Stock"), which Commitment Fee Shares
can be decreased to 266,280 shares ($66,570) if the Company repays the Note on
or prior to their maturity, (ii) promissory note in the principal amount of
$277,777, and (iii) Common Stock Purchase Warrants to purchase up to 277,777
shares of the Common Stock (the "Warrants"). The Note and Warrants were issued
on April 18, 2022 (the "Original Issue Date") and were held in escrow pending
effectiveness of the Purchase Agreement.



Pursuant to the terms of the Purchase Agreement, the initial Commitment Fee
Shares were issued at a value of $159,259, the Note was issued in the principal
amount of $277,777 for a purchase price of $250,000, resulting in the original
issue discount of $27,777; and the Warrants were issued, with an initial
exercise price of $0.50 per share, subject to adjustment.

On April 27, 2022, the Company issued 720,000 shares of stock to Cavalry Fund 1 LP as compensation for the waiver of certain covenants as set forth in the Series C Certificate of Designation.

On April 27, 2022, the Company issued 96,471 shares of common stock with a
contract price of $0.25 per share or $24,118 and a grant date market value of
$0.16 or $15,434 to Larry Diamond, it's Chief Executive as commitment shares as
set forth and defined in Diamond Note 3. The Company recorded these shares at
their relative fair value of the components of Diamond Note 3, or $16,200, and
recorded a loss in the amount of $765 on this transaction. The Company also
issued five-year warrants to purchase 96,471 shares of common stock at a price
of $0.50 to Mr. Diamond pursuant to Diamond Note 3. See Note 8.



On May 10, 2022, the Company entered into a Securities Purchase Agreement (the
"Purchase Agreement") with Kishon Investments, LLC (the "Investor") with respect
to the sale and issuance to the Investor of: (i) an initial commitment fee in
the amount of $159,259 in the form of 637,036 shares (the "Commitment Fee
Shares") of the Company's common stock (the "Common Stock"), (ii) promissory
note in the principal amount of $277,777 due on November 10, 2022, and (iii)
Common Stock Purchase Warrants to purchase up to 277,777 shares of the Common
Stock (the "Warrants"). The Note and Warrants were issued on May 10, 2022 (the
"Original Issue Date") and were held in escrow pending effectiveness of the
Purchase Agreement.



Pursuant to the terms of the Purchase Agreement, the initial Commitment Fee
Shares were issued at a value of $159,259, the Note was issued in the principal
amount of $277,777 for a purchase price of $250,000, resulting in the original
issue discount of $27,777; and the Warrants were issued, with an initial
exercise price of $0.50 per share, subject to adjustment. See Note 8.



On May 18, 2022, the Company issued 19,294 shares of common stock to Larry
Diamond, it's Chief Executive Officer at a contractual price of $0.25 per share
and a market price at issuance date of $0.1517 per share as commitment shares as
set forth and defined in Diamond Note 4. The Company recorded these shares at
their relative fair value of the components of Diamond Note 4, or $3,160 and
recorded a loss in the amount of $249 on this transaction. The Company also
issued five-year warrants to purchase 19,294 shares of common stock at a price
of $0.50 to Mr. Diamond pursuant to Diamond Note 4. See Note 8.



On May 23, 2022, the Company issued 19,295 shares of common stock to Jessica
Finnegan at a contractual price of $0.25 per share and a market price at
issuance date of $0.1794 per share as commitment shares as set forth and defined
in Finnegan Note 1. The Company recorded these shares at their relative fair
value of the components of Finnegan Note 1, or $3,240, and recorded a gain in
the amount of $222 on this transaction. The Company also issued five-year
warrants to purchase 19,295 shares of common stock at a price of $0.50 to Ms.
Finnegan pursuant to Finnegan Note 1. See Note 8.



On May 26, 2022, the Company issued 84,412 shares of common stock to the May 26
Lenders at a contractual price of $0.25 per share and a market price at issuance
date of $0.1517 per share as commitment shares as set forth and defined in the
May 26, 2022 Notes. The Company recorded these shares at their relative fair
value of the components of the May 26 Note, or $14,175, and recorded a loss in
the amount of $1,369 on these transactions. The Company also issued five-year
warrants to purchase 84,412 shares of common stock at a price of $0.50 to the
May 26 Lenders pursuant to the May 26, 2022. See Note 8.



On June 9, 2022, the Company issued 364,176 shares of common stock to the June 9
Lenders at a contractual price of $0.25 per share and a market price at issuance
date of $0.1485 per share as commitment shares as set forth and defined in the
June 9 Notes. The Company recorded these shares at the relative fair value of
the components of June 9 Notes, or $66,400, and recorded an aggregate loss in
the amount of $9,356 on these transactions. The Company also issued five-year
warrants to purchase 364,176 shares of common stock at a price of $0.50 to the
May 26 Lenders pursuant to the June 9 notes. See Note 8.



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On July 7, 2022, the Company issued 120,588 shares of common stock to William
Mackay at a contractual price of $0.25 per share and a market price at issuance
date of $0.1489 per share as commitment shares as set forth and defined in the
Mackay Note. The Company recorded these shares at their relative fair value of
the components of Mackay Note, or $12,500, and recorded a gain in the amount of
$5,456 on this transaction. The Company also issued five-year warrants to
purchase 120,588 shares of common stock at a price of $0.50 to Mr. Mackay
pursuant to the Mackay Note. See Note 8.



On July 7, 2022, the Company issued 9,647 shares of common stock to Charlies
Schrier at a contractual price of $0.25 per share and a market price at issuance
date of $0.1489 per share as commitment shares as set forth and defined in the
Schrier Note. The Company recorded these shares at their relative fair value of
the components of Schrier Note, or $1,000, and recorded a gain in the amount of
$436 on this transaction. The Company also issued five-year warrants to purchase
9,647 shares of common stock at a price of $0.50 to Mr. Schrier pursuant to the
Schrier Note. See Note 8.



On July 21, 2022, the Company issued 12,059 shares of common stock to Juan
Carlos Iturregui, a related party, at a contractual price of $0.25 per share and
a market price at issuance date of $0.1445 per share as commitment shares as set
forth and defined in the Iturregui Note. The Company recorded these shares at
their relative fair value of the components of Schrier Note, or $1,225, and
recorded a gain in the amount of $518 on this transaction. The Company also
issued five-year warrants to purchase 12,059 shares of common stock at a price
of $0.50 to Mr. Iturregui pursuant to the Iturregui Note. See Note 8.



On July 21, 2022, the Company issued 123,000 shares of common stock to the
Michael C. Howe Living Trust, a related party, at a contractual price of $0.25
per share and a market price at issuance date of $0.1445 per share as commitment
shares as set forth and defined in the Howe Note 3. The Company recorded these
shares at their relative fair value of the components of Howe Note 3, or
$12,495, and recorded a gain in the amount of $5,729 on this transaction. The
Company also issued five-year warrants to purchase 123,000 shares of common
stock at a price of $0.50 to the Michael C. Howe Living Trust pursuant to the
Howe Note 3. See Note 8.



On July 26, 2022, the Company issued 24,117 shares of common stock to Eric S.
Nommsen at a contractual price of $0.25 per share and a market price at issuance
date of $0.1368 per share as commitment shares as set forth and defined in the
Nommsen Note. The Company recorded these shares at their relative fair value of
the components of Nommsen Note, or $2,350, and recorded a gain in the amount of
$949 on this transaction. The Company also issued five-year warrants to purchase
24,117 shares of common stock at a price of $0.50 to Mr. Nommsen pursuant to the
Nommsen Note. See Note 8.



On July 27, 2022, the Company issued 24,117 shares of common stock to James H.
Caplan at a contractual price of $0.25 per share and a market price at issuance
date of $0.1387 per share as commitment shares as set forth and defined in the
Caplan Note. The Company recorded these shares at their relative fair value of
the components of the Caplan Note, or $2,350, and recorded a gain in the amount
of $995 on this transaction. The Company also issued five-year warrants to
purchase 24,117 shares of common stock at a price of $0.50 to Mr. Caplan
pursuant to the Caplan Note. See Note 8.



On August 4, 2022, the Company issued a total of 12,059 shares of common stock
to Jessica, Kevin C., Brody, Isabella, and Jack Finnegan at a contractual price
of $0.25 per share and a market price at issuance date of $0.1284 per share as
commitment shares as set forth and defined in the Finnegan Note 3. The Company
recorded these shares at their relative fair value of the components of the
Finnegan Note 3, or $1,000, and recorded a gain in the amount of $448 on this
transaction. The Company also issued five-year warrants to purchase a total of
12,059 shares of common stock at a price of $0.50 to the holders of the Finnegan
Note 3. See Note 8.



On August 4, 2022, the Company issued 49,200 shares of common stock to Jack
Enright at a contractual price of $0.25 per share and a market price at issuance
date of $0.1284 per share as commitment shares as set forth and defined in the
Caplan Note. The Company recorded these shares at their fair value of $6,317.
See Note 8.



On August 4, 2022, the Company issued 603,177 shares of common stock to a
service provider as payment for investor relations services. The transaction was
effective August 1, 2022 and has a six month term. The shares were valued at the
closing price of the Company's common stock on August 4, 2022, of $0.1284 per
share or $77,448.



On August 18, 2022, the Company issued 82,000 shares of common stock to the
Michael C. Howe Living Trust, a related party, at a contractual price of $0.25
per share and a market price at issuance date of $0.1314 per share as commitment
shares as set forth and defined in the Howe Note 4. The Company recorded these
shares at their fair value of $10,775. See Note 8.



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On September 2, 2022, the Company issued 29,110 shares of common stock to John
Mitchell at a contractual price of $0.25 per share and a market price at
issuance date of $0.1073 per share as commitment shares as set forth and defined
in the Mitchell Note. The Company recorded these shares at their fair value of
$3,124. See Note 8.



On September 2, 2022, the Company issued 24,600 shares of common stock to Frank
Lightmas at a contractual price of $0.25 per share and a market price at
issuance date of $0.1073 per share as commitment shares as set forth and defined
in the Lightmas Note. The Company recorded these shares at their fair value of
$2,640. See Note 8.



On September 2, 2022, the Company issued 12,300 shares of common stock to Lisa
Lewis at a contractual price of $0.25 per share and a market price at issuance
date of $0.1073 per share as commitment shares as set forth and defined in the
Lewis Note. The Company recorded these shares at their fair value of $1,320. See
Note 8.



On September 2, 2022, the Company issued 12,300 shares of common stock to Sharon
Goff at a contractual price of $0.25 per share and a market price at issuance
date of $0.1073 per share as commitment shares as set forth and defined in the
Goff Note. The Company recorded these shares at their fair value of $1,320. See
Note 8.



On September 9, 2022, the Company issued 41,000 shares of common stock to Cliff
Hagan at a contractual price of $0.25 per share and a market price at issuance
date of $0.115 per share as commitment shares as set forth and defined in the
Hagan Note. The Company recorded these shares at their fair value of $4,715. See
Note 8.



On September 14, 2022, the Company issued 82,000 shares of common stock to
Darling Capital at a contractual price of $0.25 per share and a market price at
issuance date of $0.132 per share as commitment shares as set forth and defined
in the Darling Capital Note. The Company recorded these shares at their fair
value of $10,824. See Note 8.



On September 15, 2022, the Company issued 20,500 shares of common stock to Mack
Leath at a contractual price of $0.25 per share and a market price at issuance
date of $0.1399 per share as commitment shares as set forth and defined in the
Leath Note. The Company recorded these shares at their fair value of $2,868. See
Note 8.

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

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



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



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



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



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



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



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



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



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



On February 5, 2021, the Company entered into a settlement agreement with the
holders of the Eagle Equities Note 9 whereby the Company issued 605,177 shares
of common stock at a price of $0.24984 per share in satisfaction of $114,400 of
principal and all accrued interest and prepayment penalties due under this note.

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

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

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

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

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

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

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

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

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

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



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

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

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



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Preferred Stock



We have authorized to issue 100,000,000 shares of Preferred Stock with such
rights designations and preferences as determined by our Board of Directors. We
have designated 500,000 shares of series A stock, 3,000,000 shares of Series C
Preferred, 10,000,000 shares of Series D Preferred and we have designated
400,000 shares as Series X Preferred Stock.



Series A Preferred Stock

Series A Preferred Stock Transactions During the Nine months Ended September 30, 2022

None.

Series A Preferred Stock Transactions During the Nine months Ended September 30, 2021

During the nine months ended September 30, 2021, the Company accrued dividends
in the amount of $1,000 on the Series A Preferred Stock. On March 11, 2021, the
Company issued 600,000 shares of common stock to the four officers of The Good
Clinic in exchange for the previously issued Series A Preferred Stock and
accrued dividends. The Series A preferred stock was canceled. The Preferred
Stock was valued at cost of $71,558, and the common stock was valued at the
market price of $0.463 per share or a total value of $277,800. This transaction
resulted in a deemed dividend to the Preferred A shareholders in the amount of
$206,242.



Series C Preferred Stock

Series C Preferred Stock Transactions During the Nine months Ended September 30, 2022

During the nine months ended September 30, 2022, the Company accrued dividends
on the Series C Preferred Stock in the amount of $49,700. The Company also
adjusted the number of shares of Series C Preferred Stock outstanding by an
increase in the amount of 98,064 shares in connection with previous conversions
of Series C Preferred Stock to common stock; the amount of $981 was charged to
additional paid-in capital pursuant to this adjustment.

Series C Preferred Stock Transactions During the Nine months Ended September 30, 2021

On March 25, 2021, the Company sold 3,000,000 shares of its Series C Preferred
Stock along with (i) five-year warrants to purchase 6,300,000 shares of the
Company's common stock at a price of $0.50 per share, and (ii) five-year
warrants to purchase 6,300,000 shares of the Company's common stock at a price
of $0.75 per share for proceeds of $3,000,000.

Between May 4 and May 26, 2021, 1,059,356 shares of Series C Preferred Stock were converted at a price of $0.25 per share to 4,237,424 shares of common stock. During the nine months ended September 30, 2021, the Company accrued dividends on the Series C Preferred Stock in the amount of $49,700.

The Series C Preferred Stock has the following terms:

Ranking. The Series C Preferred Stock and the Series D Preferred, discussed
below, ranks senior to all other preferred stock of the Company except in
relation to the Series X Cumulative Redeemable Perpetual Preferred Stock, which
ranks Pari passu to the Series C Preferred Stock, with respect to the
preferences as to dividends, distributions and payments upon the liquidation,
dissolution and winding up of the Company.



Voting Rights. Holders of the Series C Preferred Stock have the right to vote on
any matter presented to holders of our Common Stock for their action or
consideration at any meeting of the stockholders (or by written consent of
stockholders in lieu of meeting), each holder of our Series C Preferred Stock
shall be entitled to cast the number of votes equal to the number of whole
shares of Common Stock into which the shares of Series C preferred Stock held by
such holder, as described below, are convertible as of the record date for
determining stockholders entitled to vote on (or consent to) such matter, voting
with the Common Stock as a single class.



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Conversion. Each holder of our Series C Preferred Stock is entitled to convert
their shares of Series C Preferred Stock, in whole or in part, at the Conversion
Rate, which is determined by dividing the Conversion Amount (the Stated Value of
$1.05, plus any accrued but unpaid dividends) by the Conversion Price ($0.25 per
share). In addition, upon certain triggering events, the holders of our Series C
Preferred Stock have the right to convert their Series C Preferred Stock at the
lesser of the Conversion Price or 75% of the average VWAP for the five trading
days prior to the date of the notice of conversion. The Conversion Price is
subject to adjustment upon certain stock splits and recapitalization as well as
upon the sale of Common Stock or Common Stock Equivalents. Each share of the
Series C Preferred Stock is convertible at the option of the holder thereof, or
automatically or upon the closing of an underwritten offering of at least $10
million of the Company's securities or upon listing of the Company's Common
Stock on a national securities exchange.



Dividends. Each share of Series C Preferred Stock accrues dividends on a
quarterly basis in arrears, at the rate of 6% per annum of the Stated Value
($1.05 per share plus any accrued but unpaid dividends) and is to be paid within
15 days after the end of each of our fiscal quarters. Each holder of the Series
C Preferred Stock is entitled to receive dividends or distributions on each
share of the Series C Preferred Stock on an as converted into Common Stock basis
when and if dividends are declared on the Common Stock by our Board of
Directors.



Liquidation Rights. The holders of our Series C Preferred stock are entitled to
receive in cash out of our assets, whether from capital or from earnings
available for distribution to our stockholders (the "Liquidation Funds"), before
any amount shall be paid to the holders of any of shares of capital stock that
rank junior to the Series C Preferred Stock, but Pari passu with any shares of
capital stock that have a parity ranking with the Series C Preferred stock
("Parity Stock") then outstanding, an amount per share of Series C Preferred
Stock equal to the greater of (A) the Conversion Amount on the date of such
payment or (B) the amount per share such holder of the Series C Preferred Stock
would receive if such holder converted their Series C Preferred Stock into
Common Stock immediately prior to the date of such payment, provided that if the
Liquidation Funds are insufficient to pay the full amount due to the holders of
the Series C Preferred Stock and holders of shares of Parity Stock, then each
holder Series C Preferred Stock and each holder of Parity Stock shall receive a
percentage of the Liquidation Funds equal to the full amount of Liquidation
Funds payable to such holder and such holder of Parity Stock as a liquidation
preference, in accordance with their respective certificate of designations (or
equivalent), as a percentage of the full amount of Liquidation Funds payable to
all holders of Series C Preferred Stock and all holders of shares of Parity
Stock. All such amounts shall be paid or set apart for payment before the
payment or setting apart for payment of any amount for, or the distribution of
any Liquidation Funds of the Corporation to the holders of shares of capital
stock that may rank junior to that of the Series C Preferred Stock Junior Stock.



Rights and Preferences. The rights, preferences, and privileges of holders of
our Series C Preferred Stock are subject to, and may be adversely affected by,
the rights of holders of shares of any series of Preferred Stock that we may
designate and issue in the future that may rank senior to the Series C Preferred
Stock.



Redemption Rights. Upon receipt of a conversion notice, we have the right (but
not the obligation) to redeem all or part of the Series C Preferred Stock (which
the applicable holder of the Series C Preferred Stock is seeking to convert) at
a price per share equal to the product of 125% of the (1) Stated Value plus (2)
the Additional Amount (the "Redemption Price"). If we decide to exercise the
redemption right, within one trading day, we shall deliver written notice to
such holder(s) of Series C Preferred Stock that the Series C Preferred Stock
will be redeemed (the "Redemption Notice") on the date that is three trading
days following the date of the Redemption Notice (such date, the "Redemption
Date"). On the Redemption Date, we shall redeem the shares of Series C Preferred
Stock specified in such request by paying in cash therefor a sum per share equal
to the Redemption Price. In no event shall a Redemption Notice be given if we
may not lawfully redeem our capital stock. On or before the Redemption Date, the
Redemption Price for such shares shall be paid by wire transfer of immediately
available funds to an account designated in writing by the applicable holder.



Price Adjustments Protection. The conversion price is subject to appropriate
adjustment in the event of share dividends, share splits, reorganizations or
similar events affecting our shares of Common Stock. Other than for certain
exempt issuances, in the event we issue or sell any securities, including
options or convertible securities, or amend outstanding securities, at an
effective price, with an exercise price or at a conversion price less than the
Conversion Price, then the Conversion Price shall be reduced to such lower
price.



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Preemptive or Similar Rights Additionally, except for a public offering or
certain exempt issuances of our securities, holders of the Series C Preferred
Stock shall have the right to participate in any offering of our Common Stock or
Common Stock Equivalents (as defined in the COD) in a transaction exempt from
registration under the Securities Act in an amount equal to an aggregate of 30%
of the financing on the same terms, conditions and price provided to investors
in such an offering, such right shall expire on the 15 month anniversary of the
issuance date of the Series C Preferred Stock. Further, until the earlier of 18
months from the issuance date of the Series C Preferred Stock and the date that
there are less than 20% of the shares of Series C Preferred Stock outstanding,
the Investors have most favored nations protection in the event we issue or sell
Common Stock or Common Stock Equivalents that the Investors believe are more
favorable than the terms and conditions under the Private Placement.

Fully Paid and Nonassessable. All our issued and outstanding shares of Series C Preferred Stock are fully paid and nonassessable.

Series D Preferred Stock



Pursuant to the Certificate of Designations, Preferences and Rights of the
Series D Preferred Stock of the Company, Inc., filed with the Secretary of State
of the State of Delaware on October 18, 2021 (the "COD"), there are 10,000,000
shares of our preferred stock that have been designated as the Series D
Preferred Stock and each share of the Series D Preferred Stock is convertible at
the option of the holder thereof, or automatically upon the request of the our
underwriters that the Series D Preferred Stock convert to shares of Common Stock
or upon listing of the our Common Stock on a national securities exchange. The
number of shares of Common Stock issuable upon the conversion of each share of
Series D Preferred Stock is calculated by dividing the Conversion Amount
(defined in the COD as the Stated Value, $1.05 per share, plus accrued and
unpaid dividends) by the $0.25 conversion price.

Series D Preferred Stock Transactions During the Nine months Ended September 30, 2022

During the nine months ended September 30, 2022, the Company accrued dividends on the Series D Preferred Stock in the amount of $146,073.

Series D Preferred Stock Transactions During the Nine months Ended September 30, 2021

None.



Series X Preferred Stock



The Company has 24,227 shares of its 10% Series X Cumulative Redeemable
Perpetual Preferred Stock (the "Series X Preferred Stock") outstanding as of
September 30, 2022 and December 31, 2021. The Series X Preferred Stock has a par
value of $0.01 per share, no stated maturity, a liquidation preference of $25.00
per share, and will not be subject to any sinking fund or mandatory redemption
and will remain outstanding indefinitely unless the Company decides to redeem or
otherwise repurchase the Series X Preferred Stock; the Series X Preferred Stock
is not redeemable prior to November 4, 2020. The Series X Preferred Stock will
rank senior to all classes of the Company's common and preferred stock and
accrues dividends at the rate of 10% on $25.00 per share. The Company reserves
the right to pay the dividends in shares of the Company's common stock at a
price equal to the average closing price over the five days prior to the date of
the dividend declaration. Each one share of the Series X Preferred Stock is
entitled to 20,000 votes on all matters submitted to a vote of our shareholders.

Series X Preferred Stock Transactions During the Nine Months Ended September 30, 2022

On June 7, 2022, the Company issued 405,131 shares of common stock at an average price of $0.2149 per share as payment for dividends payable on the Series X Preferred Stock in the amount of $87,053.

During the nine months ended September 30, 2022, the Company accrued dividends in the amount of $45,423 on the Series X Preferred Stock.

Series X Preferred Stock Transactions During the Nine months Ended September 30, 2021

During the nine months ended September 30, 2021, the Company accrued dividends in the amount of $46,667 on the Series X Preferred Stock.

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Stock Options



The following table summarizes the options outstanding at September 30, 2022 and
the related prices for the options to purchase shares of the Company's common
stock:



                                                         Weighted                           Weighted
                                       Weighted           average                            average
                                        average          exercise                           exercise
    Range of         Number of         remaining         price of         Number of         price of
    exercise          options         contractual       outstanding        options         exercisable
     prices         outstanding      life (years)         options        exercisable         options
  $  0.03- 0.39       16,354,961              8.53     $       0.214        6,389,961     $      0.1831
                      16,354,961              8.53     $       0.214        6,389,961     $       0.183

Transactions involving stock options are summarized as follows:

                                                        Weighted- Average
                                       Shares         Exercise Price ($) (A)
Outstanding at December 31, 2021      18,329,543     $                  0.206
Granted                                  200,000     $                   0.25
Expired                               (2,174,582 )                      0.155
Outstanding at September 30, 2022     16,354,961     $                  

0.214

Options vested and exercisable         6,389,961     $                  0.183

On June 13, 2022, the Company issued 200,000 ten-year stock options with an exercise price of $0.25 and a fair value of $23,316 to Tom Brodmerkel, its Chairman, to the position of Chief Financial Officer.

During the three months ended September 30, 2022 and 2021, the Company charged
the amount of approximately $29,380 and $198,962, respectively, for the vesting
of stock options. During the nine months ended September 30, 2022 and 2021, the
Company charged the amount of approximately $331,690 and $400,050, respectively,
for the vesting of stock options.

At September 30, 2022, the total stock-based compensation cost related to unvested awards not yet recognized was $2.1 million.

The Company valued stock options during the nine months ended September 30, 2022
and 2021 using the Black-Scholes valuation model utilizing the following
variables:



                          September 30,      September 30,
                              2022               2021
Volatility                         143.6 %   161.0% to 183.5 %
Dividends                $             -   $               -
Risk-free interest rates            3.04 %     0.82% to 1.69 %
Term (years)                        5.00       5.00 to 10.00




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Warrants

The following table summarizes the warrants outstanding on September 30, 2022, and the related prices for the warrants to purchase shares of the Company's common stock (see Note 8):

                                                      Weighted- Average
                                       Shares        Exercise Price ($)

Outstanding on December 31, 2021      29,820,000     $             0.625
Granted                                3,796,260     $             0.524
Exercised                                      -     $                 -
Outstanding on September 30, 2022     33,616,260     $             0.614




The Company valued warrants during the nine months ended September 30, 2022 and
2021 using the Black-Scholes valuation model utilizing the following variables:



                            September 30,        September 30,
                                 2022                2021
Volatility                   137.6 to 150.7 %     161% to 183.5 %
Dividends                  $              -     $             -

Risk-free interest rates 2.68% to 3.01 % 0.82% to 1.69 % Term (years)

                           5.00       5.00 to 10.00

Note 10 - Commitments and Contingencies

In 2022, nine mechanic's liens for a total of $2.2 million were filed by several contractors against five of the Company's clinics.

All liens were filed pursuant to Minnesota's and Colorado's Mechanic's statutes
and relate to past due obligations for construction and related work on certain
of the Company's clinics. Pursuant to Minnesota's and Colorado's Mechanic's
statutes, the contractor-creditors may have the ability to commence a mechanic's
lien foreclosure action against the real properties in question to recover
amounts due, costs, legal fees, and interest.



Additionally, the mechanic's liens could result in defaults under the Company's
leases for the affected clinic locations. If that occurs, the leases for the
affected clinic locations allow for acceleration of amounts due under the lease,
among other damages and remedies. If that happens, the Company would have to
cease operations at the affected clinic locations and may lose some or all of
its customers.

Through the date of this filing, we have satisfied $137,800 of the $2.2 million mechanic's liens.

In October, 2022, Pinnacle Performance System, Inc. d/b/a Pivot At Work ("Plaintiff") filed suit against Mitesco, Inc. for breach of contract and securities fraud under MN Securities Act alleging damages in excess of $50,000. Plaintiff is a former vendor.

Note 11 - Subsequent Events



Cavalry Exchange Agreement



On October 5, 2022, we entered into an exchange agreement (the "Cavalry Exchange
Agreement") with Cavalry Fund I LP ("Cavalry"). In connection with the Cavalry
Exchange Agreement, on October 5, 2022, we issued a 10% promissory note to
Cavalry (the "Cavalry Note"), of which we received gross proceeds of $500,000
(the "Cavalry Principal Amount")



Pursuant to the Cavalry Exchange Agreement, Cavalry shall exchange (the "Cavalry
Exchange") (a) 1,000,000 shares of the our Series C Convertible Preferred Stock
(the "Series C Shares"), (b) 750,000 shares of our Series D Convertible
Preferred Stock (the "Series D Shares"), and (c) amounts owing under the Cavalry
Note, for a number of Series E Convertible Preferred Stock (the "Series E
Shares") equal to 150% of the principal amount of the Cavalry Note, plus 150% of
the stated value of the Series C Shares and Series D Shares (the "Cavalry Series
E Exchange Value").



The Cavalry Exchange shall occur on the date of the Company's listing of its
common stock on a national securities exchange. Cavalry shall surrender to the
Company the Series C Shares and Series D Shares owned by it and as well as the
Cavalry Note. Upon such surrender, we shall issue to Cavalry a number of Series
E Shares equal to the Cavalryy Series E Exchange Value.



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Mercer Exchange Agreement



On October 7, 2022, we entered into an exchange agreement (the "Mercer Exchange
Agreement") with Mercer Street Global Opportunity Fund, LLC ("Mercer"). In
connection with the Mercer Exchange Agreement, on October 7, 2022, we issued a
10% promissory note to Mercer (the "Mercer Note"), of which we received gross
proceeds of $300,000 (the "Mercer Principal Amount").



Pursuant to the Mercer Exchange Agreement, Mercer shall exchange (the "Mercer
Exchange") (a) 47,619 shares of the our Series C Shares, (b) 750,000 shares of
the our Series D Convertible Preferred Stock (the "Series D Shares"), and (c)
amounts owing under the Mercer Note, for a number of Series E Convertible
Preferred Stock (the "Series E Shares") equal to 150% of the principal amount of
the Mercer Note, plus 150% of the stated value of the Series C Shares and Series
D Shares (the "Mercer Series E Exchange Value").



The Mercer Exchange shall occur on the date of the Company's listing of its
common stock on a national securities exchange. Mercer shall surrender to the
Company the Series C Shares and Series D Shares owned by it and as well as the
Mercer Note. Upon such surrender, we shall issue to Mercer a number of Series E
Shares equal to the Mercer Series E Exchange Value.



Pinz Exchange Agreement



On October 10, 2022, we entered into an exchange agreement (the "Pinz Exchange
Agreement") with Pinz Capital Special Opportunities Fund LP ("Pinz"). In
connection with the Pinz Exchange Agreement, on October 10, 2022, we issued a
10% promissory note to Pinz (the "Pinz Note"), of which we received gross
proceeds of $30,000 (the "Pinz Principal Amount").



Pursuant to the Pinz Exchange Agreement, Pinz shall exchange (the "Pinz
Exchange") (a) 100,000 shares of our Series D Convertible Preferred Stock (the
"Series D Shares"), and (b) amounts owing under the Pinz Note, for a number of
Series E Convertible Preferred Stock (the "Series E Shares") equal to 150% of
the principal amount of the Pinz Note, plus 150% of the stated value of the
Series D Shares (the "Pinz Series E Exchange Value").



The Pinz Exchange shall occur on the date of the Company's listing of its common
stock on a national securities exchange. Pinz shall surrender to the Company the
Series D Shares owned by it and as well as the Pinz Note. Upon such surrender,
we shall issue to Pinz a number of Series E Shares equal to the Pinz Series E
Exchange Value.

Cavalry, Mercer and Pinz Promissory Notes

The maturity date of the Cavalry Note Mercer Note and Pinz Note is December 31,
2022. If we successfully list our shares of Common Stock on any of The New York
Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq
Global Market, or the Nasdaq Capital Market on or before December 10, 2022, the
Cavalry Principal Amount, Mercer Principal Amount and Pinz Principal Amount
shall convert into Series E Shares pursuant to the Cavalry Exchange Agreement,
Mercer Exchange Agreement or Pinz Exchange Agreement, as the case may be.



If and only if the Cavalry Principal Amount, Mercer Principal Amount, Pinz
Principal Amount as the case may be, is not converted into Series E Shares
pursuant to the terms of the Cavalry Note, Mercer Note or Pinz Note, as the case
may be, the unpaid respective principal amount shall bear interest at 10% per
annum, which interest shall be accrued on a monthly basis and which shall have
been deemed to have been accruing from the issue date of the Cavalry Note,
Mercer Note or Pinz Note, as the case may be. Following an event of default, as
defined in the Cavalry Note, Mercer Note or Pinz Note, as the case may be, the
principal amount shall bear interest for each day until paid, at a rate per
annum equal to the lesser of the maximum interest permitted by applicable law
and 18%.



The Cavalry Note, Mercer Note and Pinz Note each contains a "most favored
nations" clause that provides that, so long as such note is outstanding, if we
issue any new security, which the holder thereof reasonably believes is more
favorable than those in the Cavalry Note, Mercer Note and Pinz Note, as the case
may be, we shall notify the holder thereof of such term, and such term, at the
option of such holder shall become a part of the Cavalry Note, Mercer Note and
Pinz Note, as the case may be.



Anson Exchange Agreements



On October 18, 2022, the Company entered into separate exchange agreements with
each of Anson East Master Fund LP ("AEMF") (the "AEMF Exchange Agreement") and
Anson Investments Master Fund LP ("AIMF", and collectively with AEMF, the
"Funds") (the "AIMF Exchange Agreement, together with the AEMF Exchange
Agreement, the "Exchange Agreements").



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Pursuant to the Exchange Agreements, the Funds shall exchange (the "Exchange")
an aggregate of 750,000 shares of the Company's Series D Stock for a number of
Series E Convertible Preferred Stock (the "Series E Shares") equal to 150% of
the stated value of the Series D Shares (the "Series E Exchange Value"), and the
Funds have agreed to invest no less than an aggregate amount of $375,000 into
the uplisting offering.

The Exchange shall occur on the date of the Company's listing of its common stock on a national securities exchange. The Funds shall surrender to the Company the Series D Shares owned by them. Upon such surrender, the Company shall issue to the Funds a number of Series E Shares equal to the Series E Exchange Value.

Issuance of Mercer Promissory Note

The Company issued a 10% Promissory Note due as described below (the "Note"),
dated October 24, 2022, to Mercer Street Global Opportunity Fund, LLC,
("Mercer") and in respect of which the Company received proceeds of $100,000
(the "Principal Amount").



The Principal Amount shall convert into the Series E Shares in accordance with
the terms of the Exchange Agreement entered into between the Company and Mercer
and disclosed on the current report on Form 8-K, filed with the SEC on October
12, 2022, if the Company successfully lists its common stock on a national
securities exchange on or before December 10, 2022.



If the Principal Amount is not converted into Series E Shares, the Note shall
bear interest at 10% interest rate per annum, accrued monthly and payable at
maturity. The Note has a maturity date of December 31, 2022. The aggregate
amount payable at maturity will be $100,000 plus 10% of that amount plus any
accrued and unpaid interest.



Following an event of default, as defined in the Note, the principal amount
shall bear interest for each day until paid, at a rate per annum equal to the
lesser of the maximum interest permitted by applicable law and 18%. The Note
contains a "most favored nations" clause that provides that, so long as the Note
is outstanding, if the Company issues any new security, which Mercer reasonably
believes contains a term that is more favorable than those in the Note, the
Company shall notify Mercer of such term, and such term, at the option of
Mercer, shall become a part of the Note.



Common Stock Issued

On October 1, 2022, the Company issued 316,406 shares of common stock to Pinnacle Performance Systems with a market value at the date of issuance of $0.1087 per shares in satisfaction of accounts payable.

Series E Preferred Stock

On November 7, 2022, the Company filed a certificate of designations with the State of Delaware to create a series of 10,000 shares of preferred stock designated as Series E Convertible Perpetual Preferred Stock.

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

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

We are working to open primary care clinics around the US that are in
residential centers and leverage the expertise, training, and license of Nurse
Practitioners. We are focusing on wellness as a core of the practice. Mitesco's
mission is to increase convenience and access to care, improve the quality of
care, and reduce its cost.



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



Like the first clinic, we seek to locate clinics convenient to residential
centers. In pursuit of this approach, we intend to continue to expand our
relationship with Lennar Corporation and other large-scale developers. While we
have no formal relationship with these developers other than as a tenant, we
believe such relationships give us an advantage in recruiting and retaining
clients in close proximity to our locations



Business Summary

Our operating subsidiary, The Good ClinicTM, produced increased operational results in the third quarter of 2022 as compared to the second quarter of 2022.

During the second quarter of 2022, The Good Clinic client visits were driven by
a mix of continuing demand for COVID-19 testing and vaccinations as well as
annual physicals and traditional primary care services. In the third quarter of
2022 we continued to see the focus of client visits shift towards traditional
primary care services including annual exams, women's health, behavioral health,
nutrition, chronic condition management, and wellness planning. As a result, we
experienced an increase in both minutes-of-care and in the average client
appointment time.



Although advertising was reduced, the clinics experienced more than 40% of
appointments being provided to new clients.  Much of this we believe is due to
client referrals and the growing number of strong positive digital reviews.
Additionally, the clinics continue to improve operational efficiency, add new
services. Two services added in the quarter are:

1. Pharma-genetic testing - use in behavioral health care to help match

prescription medications most likely to be effective for an individual based

upon their genetics

2. Functional medicine testing and counseling - is a systems biology based

approach that focuses on identifying and addressing the root cause of

disease. While conventional (allopathic) medicine diagnoses and treats what's

above the surface - symptoms and disease - functional medicine also attends

to what's below the surface, at the root of the disease - environmental and

     lifestyle factors, including sleep and relaxation, physical activity
     (exercise), nutrition, stress,

Metrics from the three months ended September 30, 2022:

? During Primary Care's traditionally slower summer months, The Good Clinic

maintained the number of clinic visits in the third quarter at a comparable

level to the second quarter.

? The average length of appointment time increased from 39 to 40 minutes during

the third quarter.

? There was a 6% increase in total care minutes during the third quarter of

2022, as compared to the second quarter of 2022.

? Telehealth use grew by 51% quarter over quarter as clients sought convenient

access to care.

? During the period advertising was reduced, yet new clients accounted for more

than 40% of appointments. Word of mouth referrals continues to be a strong

source of new client acquisition.

? Customer satisfaction continued strong in the third quarter. The Good Clinic

now has almost 400 digital reviews rating the clinics and providers between

    4.9 and 5 stars out of a possible 5 stars.




These metrics indicate the client's adoption of our primary care concept focused
on preventive care and improved well-being. Moreover, the quarterly results
illustrate that The Good Clinic providers are delivering more complex care and
are therefore receiving higher per-visit reimbursements.



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Results of Operations



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

Comparison of the Three Months Ended September 30, 2022 and 2021

Revenue



The Company recognized revenue of approximately $0.2 million for the three
months ended September 30, 2022, compared to $13,500 for the three months ended
September 30, 2021. The increase in revenue is the result of the service and
product revenue from The Good Clinic's six locations.



Cost of Sales



The Company incurred approximately $0.5 million of cost of goods sold for the
three months ended September 30, 2022, compared to $2,500 for the three months
ended September 30, 2021. During the first quarter of 2021 there were only a few
direct clinical services performed due to the lack of in force payer contracts
and the newness of the clinic. As such, the allocation of the expenses related
to clinical staff were attributed to operating expenses and not cost of sales.
The increase in cost of goods sold is the result of the opening and operating of
The Good Clinic's six locations and having in force payer relationships.



Gross (Loss) Profit

Our gross loss was approximately $0.3 million for the three months ended September 30, 2022, compared to gross profit of $11,000 for the three months ended September 30, 2021.

Operating Expenses



Our total operating expenses for the three months ended September 30, 2022, were
approximately $2.0 million. For the comparable period in 2021, the operating
expenses were approximately $1.8 million.

Operating expenses for the three months ended September 30, 2022, were comprised primarily of $1.5 million of payroll, payroll taxes and employee benefit expenses, $0.2 million in rent and utilities, $0.1 million in legal and professional fees and $0.2 million in depreciation expenses.

Operating expenses for the three months ended September 30, 2021 were comprised
primarily of $0.6 million of payroll and payroll taxes; $0.2 million of non-cash
compensation, $0.3 million in legal and professional fees; $0.1 million in
marketing, $0.1 million in consulting fees and $0.5 million in other operation
costs.



Other Income and Expenses

Interest expense was approximately $1.7 million for the three months ended September 30, 2022, compared to $0 for the three months ended September 30, 2021.

During the three months ended September 30, 2022, we recorded a loss on waiver and commitment fee shares of approximately $14,100.

During the three months ended September 30, 2022, we recorded a loss on the revaluation of derivative liabilities of approximately $38,000

During the three months ended September 30, 2021, we recorded a loss on settlement of accounts payable of $10,000.

During the three months ended September 30, 2022, the Company declared Preferred
Stock dividends of approximately $0.1 million compared to approximately $40,400
for the three months ended September 30, 2021.



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Net loss



For the three months ended September 30, 2022, we had a net loss available to
common shareholders of approximately $4.1 million, or a net loss per share,
basic and diluted of ($0.02) compared to a net loss available to common
shareholders of approximately $1.8 million, or a net loss per share, basic and
diluted of ($0.01), for the three months ended September 30, 2021.

Comparison of the Nine Months Ended September 30, 2022 and 2021

Revenue



The Company recognized revenue of approximately $0.5 million for the nine months
ended September 30, 2022, compared to $24,700 for the nine months ended
September 30, 2021. The increase in revenue is the result of the service and
product revenue from The Good Clinic's six locations.



Cost of Sales



The Company incurred approximately $1.7 million of cost of goods sold for the
nine months ended September 30, 2022, compared to $7,800 for the nine months
ended September 30, 2021. During the first and second quarters of 2021 there
were only a few direct clinical services performed due to the lack of in force
payer contracts and the newness of the clinic. As such, the allocation of the
expenses related to clinical staff were attributed to operating expenses and not
cost of sales. The increase in cost of goods sold is the result of the opening
and operating of The Good Clinic's six locations and having in force payer
relationships.



Gross (Loss) Profit

Our gross loss was approximately $1.2 million for the nine months ended September 30, 2022, compared to gross profit of $16,900 for the nine months ended September 30, 2021.

Operating Expenses



Our total operating expenses for the nine months ended September 30, 2022, were
approximately $6.9 million. For the comparable period in 2021, the operating
expenses were approximately $4.1 million.



Operating expenses for the nine months ended September 30, 2022, were comprised
primarily of $3.9 million of payroll, payroll taxes and employee benefit
expenses, $0.7 million in rent and utilities, $0.4 million in legal and
professional fees, $0.2 million in marketing; $0.4 million in consulting fees,
$0.6 million in depreciation, $0.4 million in stock-based compensation expenses
and $0.3 million in other operating costs.



Operating expenses for the nine months ended September 30, 2021 were comprised
primarily of $1.1 million of payroll and payroll taxes; $0.5 million of non-cash
compensation, $0.9 million in legal and professional fees, $0.4 million in
marketing, $0.4 million in consulting fees and $0.8 million in other operation
costs.



Other Income and Expenses

Interest expense was approximately $3.4 million for the nine months ended September 30, 2022, compared to approximately $1.0 million for the nine months ended September 30, 2021.

During the nine months ended September 30, 2022, we recorded a gain on waiver and commitment fee shares of approximately $0.2 million.

During the nine months ended September 30, 2022, we recorded a gain on settlement of accrued salary of approximately $15,000.

During the nine months ended September 30, 2022, we recorded a loss on settlement of accounts payable of $0.1 million as compared to a gain on settlement of accounts payable of approximately $6,000 for the nine months ended September 30, 2021.

During the nine months ended September 30, 2022, we recorded a loss on the
revaluation of derivative liabilities of approximately $0.1 million, compared to
a loss of approximately $0.5 million for the nine months ended September 30,
2021.



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During the nine months ended September 30, 2021, we recorded a loss on legal settlement of $0.1 million.

During the nine months ended September 30, 2021, we recorded a gain on the settlement of notes payable of approximately $1,800.

During the nine months ended September 30, 2022, the Company declared Preferred
Stock dividends of approximately $0.2 million compared to approximately $0.1
million for the nine months ended September 30, 2021.

During the nine months ended September 30, 2021, the Company recorded Preferred Stock deemed dividends of approximately $0.3 million.

Net loss



For the nine months ended September 30, 2022, we had a net loss available to
common shareholders of approximately $11.8 million, or a net loss per share,
basic and diluted of ($0.05) compared to a net loss available to common
shareholders of approximately $6.1 million, or a net loss per share, basic and
diluted of ($0.03), for the nine months ended September 30, 2021.

Liquidity and Capital Resources

To date, we have not generated sufficient revenue from operations to support our
operations. We have financed our operations through the sale of equity
securities and short-term borrowings. As of September 30, 2022, we had cash of
approximately $6,000 compared to cash of approximately $1.2 million as of
December 31, 2021.



Net cash used in operating activities was approximately $5.5 million for the
nine months ended September 30, 2022. This is the result of our business
development efforts pertaining to the start-up of the first six clinics. Cash
used in operations for the nine months ended September 30, 2021, was
approximately $1.6 million.

Net cash used in investing activities was approximately $0.2 million for the nine months ended September 30, 2022. The amounts relate to the purchase of fixed assets and leasehold improvement on our clinics. Net cash used for investing activities for the nine months ended September 30, 2021 was $2.3 million.

Net cash provided by financing activities for the nine months ended September
30, 2022, was approximately $4.5 million, consisting of proceeds from notes
payable related parties, net of discounts, of $2.9 million, proceeds from notes
payable, net of discounts, of $1.8 million offset by principal payment on
related party notes payable of $0.2 million. Net cash provided by financing
activities for the nine months ended September 30, 2021, was $4.3 million
consisting of proceeds from a private placement offering of common stock of $1.7
million and $2.8 million from the sale of Series C Preferred Stock and warrants.
Partially offsetting the proceeds was approximately $0.2 million of payment on
notes payable.



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